485BPOS 1 d604579d485bpos.htm STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT State Farm Life and Accident Assurance Company Variable Life Separate Account

As filed with the Securities and Exchange Commission on September 17, 2018

File No. 333-64345

File No. 811-09017

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM N-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.__  ☐

Post-Effective Amendment No. 24  ☒

and/or

REGISTRATION STATEMENT UNDER THE

INVESTMENT COMPANY ACT OF 1940

Amendment No. 20  ☒

(Check appropriate box or boxes.)

 

 

STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY

VARIABLE LIFE SEPARATE ACCOUNT

(Exact name of registrant)

STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY

(Name of depositor)

 

 

One State Farm Plaza

Bloomington, Illinois 61710-0001

(Address of Depositor’s Principal Executive Offices)

Depositor’s Telephone Number, Including Area Code: (888) 702-2307

 

 

Stephen McManus

State Farm Life and Accident

Assurance Company

One State Farm Plaza

Bloomington, Illinois 61710-0001

(Name and Address of Agent for Service)

 

 

It is proposed that this filing will become effective (check appropriate box)

 

  ☒

immediately upon filing pursuant to paragraph (b) of Rule 485

  ☐

on (date) pursuant to paragraph (b) of Rule 485

  ☐

60 days after filing pursuant to paragraph (a)(1) of Rule 485

  ☐

on (date) pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:

 

  ☐

this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

EXPLANATORY COMMENT

The Prospectus (Part A) and Statement of Additional Information (Part B), dated May 1, 2018, included in Post-Effective Amendment No. 23 to this Registration Statement (File Nos. 333-64345, 811-09017) filed on April 27, 2018 are incorporated herein by reference.

Supplement dated September 17, 2018 to the

Prospectus Dated May 1, 2018 for the

Individual Flexible Premium Variable Universal Life Insurance Policy

Issued by State Farm Life and Accident Assurance Company through the

State Farm Life and Accident Assurance Company Variable Life Separate Account

This Supplement modifies certain information in the prospectus for your Policy (the “Prospectus”). Please read this Supplement carefully and keep it with your Prospectus for future reference. Capitalized terms not defined herein are defined in the Prospectus.

I.    SUBSTITUTION AND LIQUIDATION OF CERTAIN UNDERLYING FUNDS

At a special meeting of shareholders of the Large Cap Equity Fund, Small/Mid Cap Equity Fund, and International Equity Fund (the “Liquidating Funds”) of State Farm Variable Product Trust (the “State Farm Trust”) held on September 14, 2018, shareholders of the Liquidating Funds (based on voting instructions provided by Policy owners) voted to approve a Plan of Substitution for the Policies to substitute shares of the Liquidating Funds with shares of the State Farm Trust Money Market Fund (the “Substitution”). Shareholders of the Liquidating Funds were asked to approve the Plan of Substitution to facilitate the liquidation of the Liquidating Funds. Once the liquidations and the Substitution are completed in the manner described below, the Subaccounts investing in the Liquidating Funds will no longer be investment options under the Contracts.

The Liquidating Funds will be liquidated after the close of business on October 18, 2018 (the “Liquidation Date”). As part of the Substitution, if you have any Policy value allocated to a Subaccount that invests in a Liquidating Fund on the Liquidation Date, that Policy value will be automatically transferred to the Subaccount that invests in the State Farm Trust Money Market Fund.

From the date of this Supplement until the Liquidation Date, if you have any Policy value allocated to a Subaccount that invests in a Liquidating Fund, you may transfer that Policy value to any other investment option available under your Policy free of charge. In addition, if you have Policy value automatically transferred on the Liquidation Date to the Subaccount that invests in the State Farm Trust Money Market Fund as a result of the Substitution, for 90 days after the Substitution, you will be permitted to transfer that Policy value free of charge to any other investment option available under your Policy.

Any transfer made within the timeframes noted above (including any automatic transfer as a result of the Substitution) will not count towards a Policy owner’s allotted free transfers permitted per Policy Year. Free transfers remain subject to any other restrictions on transfers described in the Prospectus, including but not limited to frequent trading and market timing restrictions.

As further discussed under “Reorganization of Certain Underlying Funds” below, at a special meeting of shareholders of the State Farm Trust Money Market Fund held on September 14, 2018, shareholders of the fund (based on voting instructions provided by Policy owners) voted to approve the reorganization of the State Farm Trust Money Market Fund into the BlackRock Government Money Market V.I. Fund, a series of BlackRock Variable Series Funds, Inc. The reorganization is expected to occur after the close of business on October 26, 2018 (the “Reorganization Date”). All free transfer rights that would have applied to the Subaccount investing in the State Farm Trust Money Market Fund will apply to the Subaccount investing in the BlackRock Government Money Market V.I. Fund.

No new allocations to the Subaccounts investing in the Liquidating Funds will be allowed after the close of business on October 18, 2018. You may otherwise allocate contributions and reallocate Policy value among available investment options as usual, except as described in this Supplement.

Important Information about the Substitutions:

 

  ·  

If your Policy value is automatically transferred as part of the Substitution, your Policy value immediately prior to the Substitution will equal your Policy value immediately after the Substitution. Due to the difference in unit values, the number of units you receive in the Subaccount investing in the State Farm Trust Money Market Fund will be different from the number of units you held in the Subaccount investing in the given Liquidating Fund.

 

  ·  

No fees or charges will be assessed to your Policy as a result of the Substitution. Your Policy will not bear the costs of the Substitution. The Substitution will not alter the tax treatment of your Policy, and you will not be subject to tax liability as a result of the Substitution. Your rights under the Policy, and our obligations, will not be altered in any way by the Substitution.

 

  ·  

Transaction costs (e.g., commissions) associated with the liquidation of the Liquidating Funds will arise before the Substitution. Such costs will have the effect of reducing the Policy values of Policy owners who are invested in a Liquidating Fund at the times such costs arise. As a result, Policy owners may incur fewer expenses by transferring any Policy value allocated to a Liquidating Fund before the Substitution.

 

  ·  

The Liquidating Funds’ investment objectives, strategies, and risks are significantly different than those of the State Farm Trust Money Market Fund and the BlackRock Government Money Market V.I. Fund. They also have different fees and expenses. The investment objectives, principal investment strategies, principal risks, and fees and expenses of the State Farm Trust Money Market Fund and the BlackRock Government Money Market V.I. Fund are described in their respective prospectuses. You should review them carefully.

II.    REORGANIZATION OF CERTAIN UNDERLYING FUNDS

At a special meeting of shareholders of the State Farm Trust Bond Fund, International Equity Index Fund, Large Cap Equity Index Fund, Money Market Fund, Small Cap Equity Index Fund, and Stock and Bond Balanced Fund (the “Target Funds”) held on September 14, 2018, shareholders of the Target Funds (based on voting instructions provided by Policy owners) voted to approve an Agreement and Plan of Reorganization. Under the Agreement and Plan of Reorganization, the Target Funds will be reorganized into certain series of BlackRock Variable Series Funds, Inc. and BlackRock Variable Series Funds II, Inc. (the “Acquiring Funds” or the “BlackRock Funds”). The table below reflects the Acquiring Fund into which each Target Fund will be reorganized.

 

Target Fund   Acquiring Fund
Bond Fund   BlackRock Total Return V.I. Fund
International Equity Index Fund   BlackRock International Index V.I. Fund
Large Cap Equity Index Fund   BlackRock S&P 500 Index V.I. Fund
Money Market Fund   BlackRock Government Money Market V.I. Fund
Small Cap Equity Index Fund   BlackRock Small Cap Index V.I. Fund
Stock and Bond Balanced Fund   BlackRock iShares® Dynamic Allocation V.I. Fund

The reorganizations are expected to occur on the Reorganization Date. On the Reorganization Date, if you have any Policy value allocated to a Subaccount that invests in a Target Fund, that Policy value will be automatically allocated to the Subaccount investing in the corresponding Acquiring Fund.

From the date of this Supplement until the Reorganization Date, if you have any Policy value allocated to a Subaccount that invests in a Target Fund, you may transfer that Policy value to any other investment option available under your Policy free of charge. If you have Policy value automatically allocated to a Subaccount that invests in an Acquiring Fund as a result of the reorganizations, for 90 days after the Reorganization Date, you will be permitted to transfer that Policy value free of charge to any other investment option available under your Policy.

Any transfer made within the timeframes noted above will not count towards a Policy owner’s allotted free transfers permitted per Policy Year. Free transfers remain subject to any other restrictions on transfers described in the Prospectus, including but not limited to frequent trading and market timing restrictions.

The investment objectives, strategies, risks and fees and expenses of the Target Funds differ from those of the corresponding Acquiring Funds. Certain Acquiring Funds have higher gross total expenses than their corresponding Target Funds. The investment objectives, strategies, risks and fees and expenses of the Target Funds and the Acquiring Funds are described in their respective prospectuses. You should review them carefully.

No new allocations to the Subaccounts investing in the Target Funds will be allowed after the close of business on October 26, 2018. You may otherwise allocate contributions and reallocate Policy value among available investment options as usual, except as described in this Supplement.

III.    INVESTMENT OPTION ADDITIONS AND REMOVALS

As of the Reorganization Date, Subaccounts investing in the BlackRock Funds will be available for investment under the Policy. In addition, as of the Liquidation Date and the Reorganization Date, the Subaccounts investing in the Liquidating Funds and the Target Funds, respectively, will no longer be available investment options under the Policy.

 

2

The table below reflects the underlying funds available under the Policy as of the dates indicated.

 

Underlying Funds as of the Liquidation Date

until the Reorganization Date*

(No Share Class)

   

Underlying Funds as of

the Reorganization Date

(Class I Shares)

Bond Fund

International Equity Index Fund

Large Cap Equity Index Fund

Money Market Fund

Small Cap Equity Index Fund

Stock and Bond Balanced Fund

(All series of State Farm Variable Product Trust)

   

BlackRock Total Return V.I. Fund

(A series of BlackRock Variable Series Funds II, Inc.)

BlackRock International Index V.I. Fund

BlackRock S&P 500 Index V.I. Fund

BlackRock Government Money Market V.I. Fund

BlackRock Small Cap Index V.I. Fund

BlackRock iShares® Dynamic Allocation V.I. Fund

(Series of BlackRock Variable Series Funds, Inc.)

* No new allocations to the Subaccounts investing in the Liquidating Funds and the Target Funds will be allowed after the close of business on October 18, 2018 and October 26, 2018, respectively.

Effective as of the Liquidation Date and the Reorganization Date, all references to the Liquidating Funds and the Target Funds, respectively, and their corresponding Subaccounts are hereby deleted from your Prospectus. As of the Reorganization Date, all references to the State Farm Trust are hereby deleted from your Prospectus.

Effective on the Reorganization Date, your Prospectus is further revised as indicated below. The information provided below relates to the BlackRock Funds, which will be the only underlying funds available under the Policy as of the Reorganization Date.

The following replaces the section within the Prospectus titled “Annual Fund Operating Expenses”:

Annual Fund Operating Expenses

(expenses that are deducted from underlying fund assets):

The following table shows the minimum and maximum Total Annual Fund Operating Expenses (before waiver or reimbursement) charged by the underlying funds for the fiscal year ended December 31, 2017. Expenses of the underlying funds may be higher or lower in the future. More detail concerning each underlying fund’s fees and expenses is contained in the prospectus for the fund.

 

   
      Minimum*     Maximum*  

Total Annual Fund Operating Expenses

 

(expenses that are deducted from underlying fund assets, including management fees, distribution and/or

service (12b-1) fees, and other expenses before waiver or reimbursement)

   

 

 

 

0.16

 

% 

  

 

 

 

1.15

 

% 

* Total Annual Fund Operating Expenses for the BlackRock International Index V.I. Fund and the BlackRock Small Cap Index V.I. Fund have been estimated for the current fiscal year.

The following replaces the sub-section within the Prospectus titled “Subaccount Options” under “Allocation Options”:

Subaccount Options. The Variable Account has six Subaccounts, each investing in a specific fund of BlackRock Variable Series Funds, Inc. or BlackRock Variable Series Funds II, Inc., series mutual fund companies registered as open-end management investment companies with the SEC. The Subaccounts invest in Class I shares of the underlying funds. Each underlying fund is advised by BlackRock Advisors, LLC.

Shares of the underlying funds are sold only to separate accounts of insurance companies to support certain variable life insurance and/or variable annuity contracts issued by such companies, such as the Policy. The underlying funds are not available for purchase directly by the general public, and are not the same as other mutual fund portfolios with very similar or nearly identical names that are sold directly to the public. While the investment objectives and policies of the underlying funds may be similar to the investment objectives and policies of other portfolios that the same investment adviser may manage, the investment results of the underlying funds may be higher or lower than the results of such other portfolios. We provide no assurance or representation that the investment results of any of the underlying funds will be comparable to the investment results of any other portfolio, even if the other portfolio has the same investment adviser, the same investment objectives and policies, and/or a very similar name.

 

3

The table below reflects the investment objective of each underlying fund available under the Policy. More detailed information regarding the investment objectives, strategies, and risks and fees and expenses of the underlying funds, and other relevant information, may be found in the underlying funds’ prospectus. The prospectus for the underlying funds should be read carefully in conjunction with this Prospectus.

 

Underlying Fund    Investment Objective

BlackRock Total Return V.I. Fund

    Seeks to maximize total return, consistent with income generation and prudent investment management.

BlackRock International Index V.I. Fund

    Seeks to match the performance of the MSCI EAFE Index (Europe, Australasia, Far East) in U.S. dollars with net dividends as closely as possible before the deduction of Fund expenses.

BlackRock S&P 500 Index V.I. Fund

    Seeks investment results that, before expenses, correspond to the aggregate price and yield performance of the S&P 500.

BlackRock Government Money Market V.I. Fund

    Seeks to preserve capital, maintain liquidity and achieve the highest possible current income consistent with the foregoing.

BlackRock Small Cap Index V.I. Fund

    Seeks to match the performance of the Russell 2000 as closely as possible before the deduction of Fund expenses.

BlackRock iShares® Dynamic Allocation V.I. Fund

    Seeks to provide total return.

IV.    MARKET TIMING POLICIES AND PROCEDURES

Our market timing policies and procedures described in your Prospectus will be applied with respect to the Subaccounts for the BlackRock Funds as of the Reorganization Date. See “Market Timing” in your Prospectus for information about our market timing policies and procedures. In addition, as described in the BlackRock Funds’ prospectus, the BlackRock Funds have adopted their own market timing policies and procedures to prevent frequent purchases and sales or exchanges of fund shares that may be detrimental to a BlackRock Fund or long-term beneficial owners. To the extent permitted by applicable law, we reserve the right to defer or reject a transfer request at any time that we are unable to purchase or redeem shares of any of the related BlackRock Funds, including any refusal or restriction on purchases or redemptions of the BlackRock Funds’ shares as a result of the BlackRock Funds’ own policies and procedures on market timing activities.

V.    DISCONTINUATION OF AUTOMATIC TRANSFER AND WITHDRAWAL PROGRAMS

As of the close of business on October 18, 2018, the dollar-cost averaging program and the portfolio rebalancing program (the “Automatic Programs”) will be discontinued. If you are currently participating in an Automatic Program, you should consider how you manage your transfers, or how to otherwise manage your Policy values. We expect to restore the Automatic Programs after the Reorganizations on October 29, 2018. If you wish to elect to participate in an Automatic Program after it is restored, you will be required to submit new instructions to us, even if you had standing instructions prior to the discontinuation.

VI.    ADDITIONAL INFORMATION

The prospectus for the BlackRock Funds will be sent separately from this Supplement. You should review it carefully in conjunction with this Supplement.

If you have any questions regarding this Supplement, please contact us:

By mail: State Farm Life and Accident Assurance Company

Variable Operations Center

P.O. Box 2307

Bloomington, IL 61702-2307

By telephone: (888) 702-2307

198-98184

 

4

PART C

OTHER INFORMATION

 

  Item

26. Exhibits

 

1.

Resolution of the Board of Directors of State Farm Life and Accident Assurance Company establishing State Farm Life and Accident Assurance Company Variable Life Separate Account. (1)

 

2.

Custodian Agreements. Not applicable.

 

3.

Underwriting Contracts.

(a) Distribution Agreement (9)

(b) Registered Representative Agreement (5)

 

4.

Contracts.

(a) Specimen Flexible Premium Variable Universal Life Insurance Policy (4)

(b) Policy Riders and Endorsements (4)

(c) Interest Charge for the Loan Account Endorsement (7)

 

5.

Applications.

(a) Application form (8)

(b) Reinstatement Application (5)

 

6.

Depositor’s Certificate of Incorporation and By-Laws.

(a) Articles of Incorporation of State Farm Life and Accident Assurance Company (2)

(b) By-laws of State Farm Life and Accident Assurance Company (10)

 

7.

Reinsurance Contracts. (6)

 

8.

Participation Agreements.

(a) Participation Agreement - State Farm Variable Product Trust (8)

 

9.

Administrative Contracts. Not applicable.

 

10.

Other Material Contracts.

(a) Powers of Attorney (11)

(b) Rule 22c-2 Agreement (10)

 

11.

Legal Opinion and Consent as to the legality of the securities being registered. (3)

 

12.

Actuarial Opinion. Not applicable.

 

13.

Calculations. Not applicable.

 

14.

Other Opinions.

 

  Consent

of PricewaterhouseCoopers LLP

 

15.

Omitted Financial Statements. No financial statements are omitted from Item 24.

 

16.

Initial Capital Agreements. Not applicable.

 

17.

Redeemability Exemption. Description of State Farm Life and Accident Assurance Company’s Issuance, Transfer and Redemption Procedures for Policies. (9)

 

  1.

Incorporated herein by reference to Exhibit 3 of the registration statement on Form N-4 (File No. 333-57579), filed with the Securities and Exchange Commission on June 4, 1998.

 

  2.

Incorporated herein by reference to Exhibit 6 of the Registration Statement on Form N-4 (File No. 333-57579), filed with the Securities and Exchange Commission on June 24, 1998.

 

  3.

Incorporated herein by reference to Exhibit 8 of the registration statement on Form N-4 (File No. 333-57579), filed with the Securities and Exchange Commission on June 24, 1998.

 

  4.

Incorporated herein by reference to the similarly designated exhibit included in the initial registration statement on Form S-6 (File No. 333-64345), filed with the Securities and Exchange Commission on November 18, 1998.

 

  5.

Incorporated herein by reference to Post-Effective Amendment No. 2 to the registration statement filed on Form S-6 (File No. 333-64345) with the Securities and Exchange Commission on April 28, 2000.

 

  6.

Incorporated herein by reference to Post-Effective Amendment No. 6 to the registration statement on Form N-6 (File No. 333-64345), filed with the Securities and Exchange Commission on April 25, 2003.

 

  7.

Incorporated herein by reference to Post-Effective Amendment No. 7 to the registration statement on Form N-6 (File No. 333-64345), filed with the Securities and Exchange Commission on April 28, 2004.

 

  8.

Incorporated by reference to Post-Effective Amendment No. 10 to the registration statement on Form N-6 (File No. 333-64345), filed with the Securities and Exchange Commission on July 22, 2005.

 

  9.

Incorporated by reference to Post-Effective Amendment No. 12 to the registration statement on Form N-6 (File No 333-64345), filed with the Securities and Exchange Commission on April 25, 2007.

 

  10.

Incorporated by reference to Post-Effective Amendment No. 13 to the registration statement on Form N-6 (File No. 333-19521), filed with the Securities and Exchange Commission on April 28, 2008.

 

  11.

Incorporated by reference to Post-Effective Amendment No. 23 to the registration statement on Form N-6 (File No. 333-19521), filed with the Securities and Exchange Commission on April 27, 2018.

Item 27. Directors and Officers of the Depositor

The following table contains information concerning each director and officer of State Farm Life and Accident Assurance Company as of April 3, 2018:

 

Name and Principal Business Address*   Position and Offices with State Farm Life and Accident Assurance Company    

 

  

 

    
Michael L. Tipsord   Director; President
Randall H. Harbert   Director; Senior Vice President and Chief Agency, Sales and Marketing Officer
Joe R. Monk, Jr.   Director; Senior Vice President and Chief Administrative Officer
Paul J. Smith   Director
Christy Moberly   Director
Stephen McManus   Senior Vice President and General Counsel
Lynne M. Yowell   Vice President - Corporate Governance, Secretary and Counsel
Jon C. Farney   Senior Vice President and Treasurer
Mark Schwamberger   Vice President and Controller
Andrew P. Wieduwilt   Vice President Operations - Life
Lisa Stewart   Vice President - Life

Paul Eckley   Senior Vice President—Investments
Joseph P. Young   Senior Vice President—Investments

 

*

The principal business address is One State Farm Plaza, Bloomington, Illinois 61710-0001.

Item 28. Persons Controlled by or Under Common Control With the Depositor or Registrant

The Registrant is a separate account of the Depositor, State Farm Life and Accident Assurance Company. The following list indicates those entities controlled by or under common control with the Depositor as of March 31, 2018. The Registrant has no subsidiaries. No subsidiaries of the Depositor listed below are required to file financial statements with the Securities and Exchange Commission. The Depositor is a wholly-owned subsidiary of State Farm Mutual Automobile Insurance Company (“SFMAIC”). Unless otherwise indicated, each entity which is indented under another entity is a wholly-owned subsidiary of that other entity, and an indirect subsidiary of SFMAIC.

 

Entity Name    Domicile    Ownership %
or other
Control		            Principal Business        

 

        

 

   

 

   

 

State Farm Mutual Automobile Insurance Company

    IL    —    Insurance

State Farm Indemnity Company

    IL    100.00%    Insurance

State Farm Guaranty Insurance Company

    IL    100.00%    Insurance

State Farm County Mutual Insurance Company of Texas

    TX    Management    Insurance

State Farm General Insurance Company

    IL    100.00%    Insurance

State Farm Lloyds, Inc.

    TX    100.00%    Attorney-in-Fact

State Farm Lloyds

    TX    Attorney-in-Fact    Insurance

State Farm Florida Insurance Company

    FL    100.00%    Insurance

Dover Bay Specialty Insurance Company

    IL    100.00%    Insurance

HiRoad Assurance Company

    IL    100.00%    Insurance

State Farm Life and Accident Assurance Company

    IL    100.00%    Insurance

State Farm Investment Management Corp.

    DE    100.00%    Investment adviser

State Farm VP Management Corp.

    DE    100.00%    Broker-dealer

Top Layer Reinsurance, Ltd.

    Bermuda    50.00%    Insurance

State Farm Liquidity Pool LLC

    DE    100.00%    Investment pool

State Farm Companies Foundation

    IL    100.00%    Charitable foundation

Insurance Placement Services, Inc.

    IL    100.00%    General insurance agent

State Farm International Services, Inc.

    AZ    100.00%    Mortgage broker or lender

State Farm International Holding Company

    DE    100.00%    Insurance

State Farm Bank, FSB

    IL    100.00%    Banking

Plaza One Realty Co.

    IL    100.00%    Real Estate foreclosures

State Farm Fire and Casualty Company

    IL    100.00%    Insurance

SF Companies’ Canadian Agent Termination Benefit Security Trust

         

State Farm Life Insurance Company

    IL    100.00%    Insurance

State Farm Health Insurance Company

    IL    100.00%    Insurance

SFIL, LLC

    DE    100.00%    Holding Company

SF Companies’ Canadian Agent Termination Benefit Security Trust

    Canada    Revocable Trust    Trust

Sepulveda-Bronwood, LP

    CA    99.00%    Real Estate

Austin Bandera House, LLC

    DE    99.99%    Real Estate

Westwood-Sepulveda, LLC

    DE    100.00%    Real Estate

State Farm Realty Mortgage, LLC

    DE    100.00%    Mortgage Loans

Chicago Ashland Webster, LLC

    DE    99.99%    Real Estate

SF Capitol Hill, LLC

    DE    99.99%    Real Estate

Seattle Madison, LLC

    DE    100.00%    Real Estate

Texas Plano Office, LLC

    DE    99.99%    Real Estate

Houston Briarpark, LLC

    DE    99.99%    Real Estate

Denver Speer, LLC

    DE    99.99%    Real Estate

2785 Speer Boulevard Holdings, LLC

    DE    100.00%    Real Estate

Speer & Alcott, LLC

    CO    100.00%    Real Estate

Chicago Midtown Square, LLC

    DE    99.99%    Real Estate

Midtown Square Associates, LLC

    DE    100.00%    Real Estate

Houston Rice Village, LLC

    DE    99.99%    Real Estate

Southampton Apartments, LP

    DE    93.00%    Real Estate

Tempe Mill Avenue, LLC

    DE    99.99%    Real Estate

Mill Avenue Apartments, LP

    DE    95.00%    Real Estate

Dallas Ridge Industrial I, LLC

    DE    99.99%    Real Estate

Dallas Ridge Industrial II, LLC

    DE    99.99%    Real Estate

LA West Hollywood, LLC

    DE    99.99%    Real Estate
        

LMC Hollywood Highland Holdings, LLC

    DE    88.28%    Real Estate

Minneapolis North Loop, LLC

    DE    99.99%    Real Estate

Inland Empire Industrial I, LLC

    DE    99.99%    Real Estate

Ontario Innovation Center I, LLC

    DE    100.00%    Real Estate

Inland Empire Industrial II, LLC

    DE    99.99%    Real Estate

Ontario Innovation Center II, LLC

    DE    100.00%    Real Estate

Boston Cambridge Park, LLC

    DE    99.99%    Real Estate

130 CPD Apartments, LP

    DE    93.00%    Real Estate

Denver Cherry Creek, LLC

    DE    99.99%    Real Estate

Cook Street Apartments, LLC

    DE    95.00%    Real Estate

Atlanta Sandy Springs, LLC

    DE    99.99%    Real Estate

Sandy Springs Residential, LLC

    DE    95.00%    Real Estate

Atlanta Fourth Ward, LLC

    DE    99.99%    Real Estate

Crescent O4W, LLC

    DE    92.00%    Real Estate

Chicago Franklin Park, LLC

    DE    99.90%    Real Estate

Ridge Franklin Park Partners I, LLC

    DE    95.00%    Real Estate

Chicago Arlington Heights, LLC

    DE    99.90%    Real Estate

BCS Office Investments One, LP

    TX    42.00%    Real Estate

BCS Office Investments Two, LP

    TX    54.61%    Real Estate

Austin Jack, LLC

    DE    99.00%    Real Estate

Centennial Jack II, LLC

    DE    99.00%    Real Estate

Centennial Lakes II, LLC

    DE    89.10%    Real Estate

Centennial Mac Jack, LLC

    DE    99.00%    Real Estate

Centennial Lakes Grill, LLC

    DE    89.10%    Real Estate

Centennial Jack IV, LLC

    DE    99.00%    Real Estate

Centennial Lakes IV, LLC

    DE    89.10%    Real Estate

Centennial Jack V, LLC

    DE    99.00%    Real Estate

Centennial Lakes V, LLC

    DE    89.10%    Real Estate

Centennial Park III, LLC

    DE    99.00%    Real Estate

Centennial Lakes III, LLC

    DE    69.30%    Real Estate

DRT, LP

    CA    50.00%    Real Estate

Idaho - Brockton, LP

    CA    99.00%    Real Estate

City Lights on Fig, LP

    CA    99.00%    Real Estate

Idaho Pacific, LLC

    DE    100.00%    Real Estate

SFCL, LLC

    DE    100.00%    Real Estate

MountainBrook, LLC

    DE    100.00%    Premium Tax Credits

Hoover Ross Bridge, LLC

    DE    100.00%    Premium Tax Credits

Alabama WMT, LLC

    DE    100.00%    Premium Tax Credits

New Jersey Kimball, LLC

    DE    99.99%    Real Estate

SF Risk Management Group, LLC

    DE    100.00%    Insurance

SRL Portfolio, LLC

    DE    100.00%    Mortgage Loans

4eightyfive, LLC

    DE    100.00%    Innovation

BlueOwl, LLC

    DE    100.00%    Technology

RS Realty, LLC

    IL    100.00%    Employee relocation referrals

Atlanta Office Investment, LLC

    DE    99.99%    Real Estate

Tempe Office Investment, LLC

    DE    100.00%    Real Estate

SFSR Marina Heights, LLC

    DE    98.00%    Real Estate

Atlanta Office Ph I, LLC

    DE    100.00%    Real Estate

Atlanta Office Investment Phase I, LLC

    DE    85.38%    Real Estate

Dallas Hub One SFGP, LLC

    DE    100.00%    Real Estate

BCS Office Investments One, LP

    TX    Management    Real Estate

Dallas Hub One SFLP, LLC

    DE    100.00%    Real Estate

BCS Office Investments One, LP

    TX    58.00%    Real Estate

Dallas Hub Two SFGP, LLC

    DE    100.00%    Real Estate

BCS Office Investments Two, LP

    TX    Management    Real Estate

Dallas Hub Two SFLP, LLC

    DE    100.00%    Real Estate

BCS Office Investments Two, LP

    TX    45.39%    Real Estate

Atlanta Hub One SFMM, LLC

    DE    100.00%    Real Estate

EMVLP, LLC

    DE    100.00%    Vehicle Loans

Twenty-One Eighty-Five, LLC

    DE    100.00%    Bankruptcy remote entity

Eighty-Eight Fourteen, LLC

    DE    100.00%    Bankruptcy remote entity

Dallas DC A, LLC

    DE    99.99%    Real Estate

Dallas DC B, LLC

    DE    99.98%    Real Estate

Kansas City Data Center D, LLC

    DE    99.97%    Real Estate

Oglesby Reinsurance Company

    IL    100.00%    Insurance

State Farm Realty Investment Company

    AZ    100.00%    Real Estate

SFSV Hill Airport Commerce II, LLC

    DE    75.00%    Real Estate

Centennial Lakes I, LLC

    DE    90.00%    Real Estate

Glencoe MDR, LLC

    DE    100.00%    Real Estate

Foreign Securities Trust No. 1

    IL    Revocable Trust    Trust

State Farm Emerging Market Equity Trust

    IL    Revocable Trust    Trust

SF Companies’ Canadian Agent Termination Benefit Security Trust

    Canada    Revocable Trust    Trust

Item 29. Indemnification

State Farm Life and Accident Assurance Company (“State Farm”) is a wholly-owned subsidiary of State Farm Mutual Automobile Insurance Company (“SFMAIC”). The by-laws of SFMAIC provide for indemnification by SFMAIC of any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than action by or in the right of SFMAIC) by reason of the fact that such person is or was a director or officer of SFMAIC, or was serving at the request of SFMAIC as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, if such person acted in good faith and in a manner he or she reasonably believe to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (“Act”) may be permitted to directors, officers or controlling persons of State Farm pursuant to the foregoing provisions, State Farm has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against

such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 30. Principal Underwriter

(a) Other Activity. State Farm VP Management Corp. is the registrant’s principal underwriter. State Farm VP Management Corp. also serves as principal underwriter to (i) State Farm Life Insurance Company Variable Life Separate Account, (ii) State Farm Life Insurance Company Variable Annuity Separate Account, (iii) State Farm Life and Accident Assurance Company Variable Annuity Separate Account, (iv) State Farm Associates’ Funds Trust, (v) State Farm Variable Product Trust, and (vi) State Farm Mutual Fund Trust.

(b) Management. The following information is furnished with respect to the officers and directors of State Farm VP Management Corp. as of February 10, 2018:

 

 

Name and Principal

Business Address

      Positions and Offices with State Farm VP Management Corp.
   

 

       

 

Michael L. Tipsord

       

Director; President

Randall H. Harbert

       

Director; Senior Vice President

Joe R. Monk, Jr.

       

Director; Senior Vice President

Paul J. Smith

       

Director; Senior Vice President

Lisa Stewart

       

Director; Vice President

Terrence Ludwig

        Chief Compliance Officer, Treasurer and Anti-Money Laundering
and Office of Foreign Assets Control Compliance Officer

Mark Mikel

       

Vice President—Financial and Secretary

Scott Hintz

       

Assistant Secretary

David Moore

       

Assistant Secretary and Counsel

 

*

The principal business address of each person is One State Farm Plaza, Bloomington, Illinois 61710-0001.

(c) Compensation From the Registrant. The following commissions and other compensation were received by each principal underwriter, directly or indirectly, from the Registrant during the Registrant’s last fiscal year:

 

   

(1)

Name of

Principal

Underwriter

         (2)
Net Underwriting
Discounts and
Commissions		   

(3)
Compensation

on
Redemption

    (4)
Brokerage
Commissions		    (5)
Compensation
   

 

        

 

   

 

   

 

   

 

State Farm VP Management Corp.

    N/A    N/A    N/A    N/A

Item 31. Location of Accounts and Records

All accounts and records required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules thereunder are maintained by State Farm Life and Accident Assurance Company at One State Farm Plaza, Bloomington, Illinois 61710-0001.

Item 32. Management Services

All management contracts are discussed in Part A or Part B.

Item 33. Fee Representation

State Farm Life and Accident Assurance Company hereby represents that the fees and charges deducted under the Policy, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by State Farm Life and Accident Assurance Company.

SIGNATURES

Pursuant to the requirements of the Securities Act and the Investment Company Act, the Registrant, State Farm Life and Accident Assurance Company Variable Life Separate Account, certifies that it meets all of the requirements for the effectiveness of this registration statement under Rule 485(b) under the Securities Act and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Bloomington, and State of Illinois, on the 17th day of September, 2018.

 

  State Farm Life and Accident Assurance Company Variable Life Separate Account
 

                     (Registrant)

By:

  

/s/ Michael L. Tipsord

 

Michael L. Tipsord

 

President

  State Farm Life and Accident Assurance Company
  State Farm Life and Accident Assurance Company
 

                     (Depositor)

By:

  

/s/ Michael L. Tipsord

 

Michael L. Tipsord

 

President

  State Farm Life and Accident Assurance Company

Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on September 17, 2018.

 

Signature

   

Title

/s/ Michael L. Tipsord

Michael L. Tipsord

    President and Director
(Principal Executive Officer)		   

*

Mark Schwamberger

    Vice President and Controller
(Principal Accounting Officer)		   

*

Jon C. Farney

    Senior Vice President and Treasurer
(Principal Financial Officer)		   

*

Christy Moberly

   

Director

   

*

Randall H. Harbert

    Director, Senior Vice President and Chief Agency, Sales and Marketing Officer

*

Paul J. Smith

   

Director

   

*

Joseph R. Monk, Jr.

    Director, Senior Vice President and
Chief Administrative Officer		   

 

*  By          

  

/s/ Stephen L. Horton

     September 17, 2018
 

Stephen L. Horton

     Date
 

Attorney-In-Fact

    
       

*  Pursuant to Power of Attorney

      

EXHIBIT INDEX

 

Exhibit 14    Consent of PricewaterhouseCoopers LLP