Asfiled with the Securities and Exchange Commission on November 12, 2020

RegistrationNo. 333-_

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORMS-1

RegistrationStatement Under the Securities Act of 1933

MEMBERSLife Insurance Company

(Exactname of registrant as specified in its charter)

2000Heritage Way

Waverly,Iowa 50677

(319)352-4090

(Address,including zip code, and telephone number, including area code,

ofregistrant’s principal executive offices)

JenniferKraus-Florin, Esq.

MEMBERSLife Insurance Company

2000Heritage Way

Waverly,Iowa 50677

(319)352-4090

(Name,address, including zip code, and telephone number, including area code, of agent for service)

COPYTO:

StephenE. Roth, Esq.

ThomasE. Bisset, Esq.

EvershedsSutherland (US) LLP

700Sixth Street, NW, Suite 700

Washington,DC 20001

(202)383-0100

Approximatedate of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933, check the following box. ☒

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for thesame offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company , or an emerging growth company. See definitions of “large accelerated filer,” accelerated filer,”“smaller reporting company,” and emerging growth company” in Rule 12b-2 of the Exchange Act.

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

Calculationof Registration Fee

*      The maximum aggregate offering price is estimated solely for the purposes of determining the registration fee. The amount to beregistered and the proposed maximum offering price per unit are not applicable since these securities are not issued in predeterminedamounts or units.

**Pursuantto Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this Registration Statement include unsold securitiespreviously registered for sale pursuant to Registrant’s Registration Statement on Form S-1 (File No. 333-222172), whichwas filed initially on December 20, 2017 as updated by a pre-effective amendment on April 20, 2018 which was declared effectiveon April 30, 2018 (“Registration Statement No. 1”). Registration Statement No. 1 registered securities of the Registrantwith a maximum aggregate offering price of $1,000,000,000 of which approximately $___________ of such securities registered onRegistration Statement No. 1 remain unsold. The unsold securities from Registration Statement No. 1 (and associated filing feespaid) are being carried forward to this Registration Statement. Pursuant to Rule 415 (a)(6), the offering of unsold securitiesunder the prior Registration Statements will be deemed terminated as of the date of effectiveness of this Registration Statement. 

Theregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date untilthe registrant shall file a further amendment which specifically states that this registration statement shall thereafter becomeeffective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effectiveon such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Theinformation in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statementfiled with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and itis not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

MEMBERS^®Zone Annuity

Issuedby:

MEMBERSLife Insurance Company

2000Heritage Way

Waverly,Iowa 50677

Telephonenumber: 800-798-5500

OfferedThrough: CUNA Brokerage Services, Inc.

ThisProspectus describes the MEMBERS^®Zone Annuity, an individual or joint owned, single premium deferred index annuitycontract (the “Contract”) issued by MEMBERS Life Insurance Company (the “Company”, “we”, “us”,or “our”). The Contract is designed for individuals, corporations, financial institutions, trusts, and certain retirementplans that qualify for special federal income tax treatment, as well as those that do not qualify for such treatment. The Contractoffers you the ability to allocate your monies among two interest crediting options, accumulate interest earnings under the Contractand receive income payments. The Contract is not an investment in the stock market or in any securities index. Index-linked annuitycontracts are complex insurance and investment vehicles. You should speak with a financial professional about the Contract’sfeatures, benefits, risks and fees, and whether it is appropriate for you based upon your financial situation and objectives.This Prospectus describes all material rights and obligations of Owners, including all state variations.

Youmay purchase the Contract with a single Purchase Payment that is at least $5,000. You may allocate your Purchase Payment amongtwo options – the Secure Account and the Growth Account (the “Risk Control Accounts”). For each Risk ControlAccount, we credit interest based in part on the performance of the S&P 500 Price Index (the “Index”) over a one-yearperiod. The Secure Account and the Growth Account have Index Interest Rate Floors of 0% and -10%, respectively. These floors placea limit on the negative performance of the Index and therefore the amount that can be deducted from the Owner’s investmentin a Risk Control Account. The Secure Account andthe Growth Account also have Index Interest Rate Caps. The Index Interest Rate Caps place a limit on the positive performanceof an Index, and therefore limit the amount of Index Interest that can be credited to an Owner’s investment in a Risk ControlAccount. The Index Interest Rate Cap will never be less than 1% for either Risk ControlAccount. We hold reserves for Index Interest Rate Floor and Cap guarantees for amounts allocated to each Risk Control Accountin a separate account (the “Separate Account”). Our General Account assets are also available to meet the guaranteesunder the Contract as well as our other general obligations. The guarantees in this Contract are subject to the Company’sfinancial strength and claims-paying ability.

Wemay offer additional Risk Control Accounts in the future. Not all Risk Control Accounts may be available in all markets wherewe offer the Contract. Contracts sold in the state of California must be surrendered or annuitized at the end of the Initial IndexPeriod. A surrender will be subject to incometax and may be subject to a 10% Internal Revenue Service (“IRS”) penalty tax if taken before age 59½.You should consult your registered representative before buying the Contract.

Ifyou surrender your Contract or take a partial withdrawal during the Initial Index Period, we will apply a Surrender Charge anda Market Value Adjustment (“MVA”) to the amount being surrendered or withdrawn that is in excess of the free annualwithdrawal amount unless you qualify for the Nursing Home or Hospital waiver or terminal illness waiver, described in the Prospectus.See “fees and charges” on page __, “market value adjustment” on page __ and “access to your money”on page __. The maximum Surrender Charge is 9% of the amount surrendered or withdrawn that is in excess of the free annual withdrawalamount. The MVA may be either positive or negative, which means the MVA may increase or decrease the amount you receive upon surrenderor partial withdrawal.

Thereare risks associated with the Contract. These risks include liquidity risks, investmentrisks, market risks, company risks, and interest rate risks. Also, Surrender Charges and an MVA may apply for a number of years,so that the Contract should only be purchased for the long-term. Under some circumstances, you may receive less than your PurchasePayment under the Contract. In addition, partial withdrawals and surrenders will be subject to income tax and may be subject toa 10% IRS penalty tax if taken before age 59½. Accordingly, you should carefully consider your income and liquidity needsbefore purchasing a Contract. It is also possible that you will not earn any interest in the Risk Control Accounts.Additional information about these risks appears under “Risk Factors” onpage __, “access to your money” on page __,and “federal income tax matters” on page __.

Pleasenote that you could lose significantly more than 10% of your investment in the Contract. For example, if you invested $10,000in the Contract and allocated your investment to the Growth Account and the Index then declined by 10% or more in each of threeconsecutive years, your investment in the Contract at the end of the third year would be equal to $7,290. If you surrendered theContract at the end of that third year, you would pay a Surrender Charge equal to 8% of your investment or $525 which would leaveyou with $6,765. That amount would be reduced further if a negative MVA applied.  In addition, if you were age 59½or younger at the time of surrender, a ten percent tax penalty of $677 would apply and would reduce the amount you would havefrom the Contract to $6,088.  This example, however, does not take into account your ability to allocate some or all of yourinitial investment to the Secure Account which has a floor that protects amounts allocated to that Account from declines in theIndex. The example also does not take into account your ability to transfer some or all of your investment to the Secure Accountafter the first and second year.

TheContract is offered through CUNA Brokerage Services, Inc. (“CBSI”), which is the principal underwriter. The principalbusiness address of CBSI is 2000 Heritage Way, Waverly, IA 50677. The principal underwriter is not required to sell any specificnumber or dollar amount of Contracts but will use its best efforts to sell the Contracts. There are no arrangements to place fundsin an escrow, trust, or similar account. The offering of the Contract is intended to be continuous.

ThisProspectus provides important information you should know before investing. Please keep the Prospectus for future reference.

Neitherthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

Aninvestment in this Contract is not a bank deposit and is not insured or guaranteed by any bank or by the Federal Deposit InsuranceCorporation or any other government agency.

Thedate of this Prospectus is May 1, 2021

TABLEOF CONTENTS

TheContract may not be available in all states. This Prospectus does not constitute an offer to sell any Contract and it is not solicitingan offer to buy any Contract in any state in which the offer or sale is not permitted. We do not authorize anyone to provide anyinformation or representations regarding the offering described in this Prospectus other than the information and representationscontained in this Prospectus.

glossary

Wehave tried to make this Prospectus as understandable as possible. However, in explaining how the Contract works, we have had touse certain terms that have special meanings. We define these terms below.

AccumulationPeriod – The Accumulation Period is the period of time that: (a) begins on the Contract Issue Date as stated on yourcontract data page; and (b) continues until the Payout Date, unless the Contract is terminated.

AdjustedIndex Value – The Initial Index Value adjusted for the Index Interest Rate Cap or Index Interest Rate Floor for thecurrent Contract Year.

AdministrativeOffice – MEMBERS Life Insurance Company, 2000 Heritage Way, Waverly, Iowa 50677. Phone: 1-800-798-5500.

Age– Age as of last birthday.

Annuitant(joint annuitant) – The natural person(s) whose life (or lives) determines the amount of annuity payments under theContract.

AutomaticRebalance Program – A program to automatically transfer values between the Risk Control Accounts to achieve the balanceof Contract Value equal to the allocation percentages you requested. The Automatic Rebalance Program is only in effect duringthe Initial Index Period.

BailoutProvision – If the Index Interest Rate Cap for your Risk Control Account is set below the bailout rate prominently displayedon your contract data page attached to the front of the cover page of the Contract, the Bailout Provision allows you to make awithdrawal of some or all of the Contract Value attributable to that Risk Control Account without a Surrender Charge and withoutany MVA during the Initial Index Period.

Beneficiary– The person(s) (or entity) you named to receive proceeds payable due to the death of the Owner. Before the Payout Date,if no Beneficiary survives the Owner, we will pay the Death Benefit proceeds to the Owner’s estate.

BusinessDay – Any day both the Company and the New York Stock Exchange are open for business. The Company will be closed onthe following holidays: New Year’s Day, Martin Luther King, Jr. Day, Memorial Day, Independence Day, Labor Day, ThanksgivingDay and Christmas Day. We are closed on the day itself if those days fall Monday through Friday, the day immediately precedingif those days fall on a Saturday, and the day immediately following if those days fall on a Sunday.

ClosingIndex Value – The closing value of the Index on a date on which we calculated Index Interest. If the closing value ofthe Index is not published on that date, we will use the closing value of the Index from the next day on which the closing valueof the Index is published.

Company– MEMBERS Life Insurance Company; also referred to as “we”, “our” and “us”.

ContingentOwner – A contingent owner assumes control of the Contract and becomes the new Owner if the original Owner(s) dies beforethe Annuitant.

Contract– The MEMBERS Zone Annuity, an individual or joint owned, single premium deferred annuity contract issued by MEMBERSLife Insurance Company.

ContractAnniversary – The same day and month as the Contract Issue Date for each year the Contract remains in force.

ContractIssue Date – The date from which Contract Years and Contract Anniversaries are determined. The Contract Issue Date isshown on your contract data page. Contracts are only issued on the 10^th and 25^th of each month, unless thosedays fall on a non-Business Day. In that case, we would issue the Contract on the next Business Day. See Business Day definitionfor more details.

ContractValue – The current value of your annuity as provided under this Contract during the Accumulation Period. Contract Valuewill be impacted by the Credited Index Interest, which may be positive or negative.

ContractYear – Any twelve-month period beginning on the Contract Issue Date or Contract Anniversary and ending one day beforethe next Contract Anniversary.

CreditedIndex Interest – The amount of Index Interest credited on each Contract Anniversary and at time of partial withdrawal,surrender, death and annuitization. Credited Index Interest may be positive or negative and will impact Contract Value.

CreditedIndex Interest Rate – The rate used to determine the index interest to be applied to Contract Value.

DeathBenefit – The Contract Value adjusted for Credited Index Interest as of the datedeath benefits are payable. We do not apply the Surrender Charge or MVA in determining the death benefit payable.

DueProof of Death – Proof of death satisfactory to us. Such proof may consist of the following if acceptable to us: a)a certified copy of the death record; b) a certified copy of a court decree reciting a finding of death; c) any other proof satisfactoryto us.

GeneralAccount – All of the Company’s assets other than the assets in the Separate Account.

GoodOrder – All necessary documents and forms that are complete and in our possession.To be in “Good Order,” an instruction must be sufficiently clear so that we do not need to exercise any discretionto follow such instructions and any payment amount must meet our minimum requirements to complete the request. We reserve theright to change, from time to time, our requirements for what constitutes Good Order and which documents, forms and payment amountsare required in order for us to complete your request. We will provide you a written notice of any change in our requirementsfor what constitutes “Good Order” at least 10 days in advance of such change.

Hospital– A facility that is licensed and operated as a Hospital according to the law of the jurisdiction in which it is located.

IncomePayment Option – An option to receive income payments during the Payout Period.

Index– The S&P 500 Composite Stock Price or any substituted suitable alternative index. See “addition or Substitutionof an Index” for the criteria we would use to identify a suitable alternative index.

IndexInterest – Interest we calculate that is based in part on the performance of an Index.

IndexInterest Rate Cap – The maximum index interest rate that we may use to determine Credited Index Interest. We may changethis rate at the beginning of a Contract Year.

IndexInterest Rate Floor – The minimum index interest rate that we may use to determine the Credited Index Interest. Thisrate will equal the initial Index Interest Rate Floor shown on your contract data page and will not change during the life ofyour Contract. The Index Interest Rate Floors for the Secure Account and Growth Account are 0% and -10% respectively.

InitialIndex Value – The index value as of the beginning of the current Contract Year.

InitialIndex Period – The period beginning on the Contract Issue Date and ending on the Initial Index Period Expiration Date.This period coincides with the surrender charge periods described in the section titled “Fees and Charges”.

InitialIndex Period Expiration Date – The last day of the Initial Index Period which coincides with the expiration of the surrendercharge period.

InternalRevenue Code – The Internal Revenue Code of 1986, as amended.

MarketValue Adjustment (“MVA”) – An adjustment that we will make to the amount you receive if you surrender theContract or take a partial withdrawal during the Initial Index Period. The MVA helps offset our costs and risks of owning fixedincome and other investments used to back the guarantees under your Contract from the Contract Issue Date to the date you surrenderthe Contract or take a partial withdrawal. The MVA may be either positive or negative. This means that the MVA may increase ordecrease the amount payable to you upon surrender or partial withdrawal.

Non-QualifiedContract – An annuity contract that is independent of any formal retirement or pension plan.

NursingHome – A facility that is licensed and operates as a nursing facility according to the law of the jurisdiction in whichit is located.

Owner– The person(s) (or entity) who owns the Contract and whose death determines the Death Benefit. If there are multipleOwners, each Owner will be a joint Owner of the Contract and all references to Owner will mean joint Owners. The Owner has allrights, title and interest in this Contract during the Accumulation Period. The Owner may exercise all rights and options statedin this Contract, subject to the rights of any irrevocable Beneficiary. The Owner is also referred to as “you” or“your.”

Payee– The person(s) (or entity) who receives income payments during the Payout Period while the Annuitant is living. ThePayee is the Owner, unless otherwise designated. A minor cannot be the Payee.

PayoutDate – The date we begin making income payments to the Payee from the Contract.

PayoutPeriod – The phase the Contract is in once income payments begin.

PurchasePayment – The initial payment that we require to issue the Contract. We do not allow any payments under the Contractafter the initial Purchase Payment.

QualifiedContract – An annuity that is part of an individual retirement plan, pension plan or employer-sponsored retirement programthat is qualified for special tax treatment under the Internal Revenue Code.

RiskControl Account – An interest crediting option to which you may allocate your contract value.

RiskControl Account Value – The amount of Contract Value allocated to a Risk Control Account.

SeparateAccount – A separate account that we established within our General Account and under the laws of Iowa in which we holdreserves for our guarantees under the Contract. Our other General Account assets are also available to meet the guarantees underthe Contract and our other general obligations. The portion of the assets of the separate account equal to the reserves and othercontract liabilities with respect to the separate account will not be chargeable with liabilities arising out of any other businesswe may conduct. The Separate Account is not registered under the Investment Company Act of 1940.

SurrenderCharge – The charge we assess when you surrender the Contract or make a partial withdrawal of Contract Value duringthe Initial Index Period.

SurrenderValue – The amount you are entitled to receive under this Contract, in the event this Contract is terminated duringthe Accumulation Period. It is equal to your Contract Value, less any Surrender Charges and adjusted for any MVA.

WrittenRequest – A request in writing and in a form satisfactory to us signed by the Owner and received at our AdministrativeOffice. A Written Request may also include a telephone or fax request for specific transactions, if permitted under our currentadministrative procedures.

highlights

Thefollowing is a “summary” of the key features of the Contract. This summary does not include all of the informationyou should consider before purchasing a Contract. You should carefully read the entire Prospectus, which contains more detailedinformation concerning the Contract and the Company before making an investment decision.

HowYour Contract Works

YourContract is an individual or joint owned, single premium deferred annuity contract. There are two periods to your Contract, anAccumulation Period and a Payout Period. Your Contract can help you save for retirement because it can allow your Contract Valueto earn interest on a tax-deferred basis and you can later elect to receive retirement income for life or a period of years. Yougenerally will not pay taxes on your earnings until you withdraw them.

Note:When you purchase the Contract, you are not buying shares in a securities index or shares of stock.

Duringthe Accumulation Period of your Contract, you allocate your Contract Value to the Risk Control Accounts, where interest is credited,if any, each Contract Year based, in part, on the investment performance of the Index (currently the S&P 500 Composite StockPrice Index), subject to an Index Interest Rate Cap and Floor that is unique to each Risk Control Account. The S&P 500 Indexis a stock market index based on the market capitalizations of 500 leading companies publicly traded in the U.S. stock market,as determined by Standard & Poor’s. The Index can go up or down based on the stock prices of the 500 companies thatcomprise the Index. The Index does not include dividends paid on the stocks comprising the Index and therefore does not reflectthe full investment performance of the underlying stocks. We set the Index Interest Rate Caps at the Contract Issue Date and uponeach Contract Anniversary. Credited Index Interest may be less than zero, depending on the Risk Control Account you elect. TheAccumulation Period begins on the Contract Issue Date and continues until the Payout Date. Index Interest is calculated at eachContract Anniversary. Because Index Interest is calculated on a single point in time you may experience negative or flat performanceeven though the Index experienced gains through some, or most, of the Index Period.

Duringthe Payout Period of your Contract, you can elect to receive income payments by applying Contract Value to the Income PaymentOptions offered in your Contract. The Payout Period begins on the Payout Date and continues while income payments are paid.

Pleasecall your registered representative or the Company at 1-800-798-5500 if you have questions about how your Contract works.

Contractssold in the state of California must be surrendered or annuitized at the end of the Initial Index Period. There are income taxconsequences when a Contract is surrendered and penalty taxes may apply if a Contract is surrendered prior to an Owner’sage 59½ (see Federal Income Tax Matters in this Prospectus). Income taxes and penalties can be avoided if the Contractis annuitized or exchanged for a new annuity contract at the end of the Initial Index Period.

PurchasePayment

Youmay purchase the Contract with a single initial Purchase Payment of $5,000 or more. A Purchase Payment of $1,000,000 or more requiresour approval. We do not allow any payments under the Contract after the initial Purchase Payment. Multiple Contracts owned bythe same individual where the sum of the Purchase Payments exceed $1,000,000 also require our approval.

AllocationOptions

Thereare two Risk Control Accounts, the Secure Account and the Growth Account, among whichyou may allocate all or a portion of your Purchase Payment and Contract Value. Both Risk Control Accounts are available as allocationoptions during the Initial Index Period. Under your Contract, you choose the duration of the Initial Index Period. We currentlyoffer Initial Index Periods with durations of 5, 6, 7 or 10 years, but may reduce or increase the durations offered from timeto time for new contracts that we issue. After the Initial Index Period, only the Secure Account will be available as an allocationoption under the Contract. The Growth Account is not available after the Initial Index Period. ForContracts sold in the state of California, neither Risk Control Account is available after the Initial Index Period. After theInitial Index Period, the Owner must select either an Income Payment Option or a lump sum payment of Contract Value.

Youmay allocate your Purchase Payment to either or both Risk Control Accounts during the Initial Index Period, subject to the followingrestrictions. You must specify the percentage of your Purchase Payment to be allocated to each Risk Control Account on the ContractIssue Date. The amount you direct to a particular Risk Control Account must be in whole percentages from 0% to 100% of the PurchasePayment and your total allocation must equal 100% of the Purchase Payment. If you do not indicate your allocations on the application,our Administrative Office will attempt to contact your adviser and/or you for clarification. We will not issue the Contract withoutyour allocation instructions.

Pleasenote that at any time the Index Interest Rate Cap for your Risk Control Account is lessthan the bailout rate specified on your contract data page, we may, at our discretion, restrict transfer into that Risk ControlAccount. (See “access to your money – Bailout Provision” for more details.)

TheIndex Interest Rate Floor is the minimum index interest rate that we may use to determine Credited Index Interest. The SecureAccount has an Index Interest Rate Floor of 0%. Credited Index Interest for any Contract Year can never be below 0%. This meansthat any negative investment performance of the Index over the one-year period used in determining Credited Index Interest wouldnot reduce your Contract Value at the end of a Contract Year. The Secure Account provides your Contract Value the most protectionfrom negative investment performance of the Index.

The Index Interest Rate Cap is the maximum indexinterest rate that we may use to determine Credited Index Interest. The Index Interest Rate Cap for the Secure Account will alwaysbe positive and will never be less than the minimum Index Interest Rate Cap for the Secure Account equal to 1.0%.

Onthe other hand, the Growth Account has an Index Interest Rate Floor of -10%. Credited Index Interest for any Contract Year cannever be below -10%. This means that negative investment performance of the Index over the one-year period used in determiningCredited Index Interest could result in negative Credited Index Interest being credited that would reduce your Contract Valueat the end of the Contract Year. However, any negative Credited Index Interest would not reduce your Contract Value in a ContractYear by more than 10% regardless of whether the negative investment performance of the Index over the one-year period was lessthan -10%. In return for accepting some risk of loss to your Contract Value allocated to the Growth Account, the Index InterestRate Cap declared for the Growth Account would be higher than the Index Interest Rate Cap declared for the Secure Account forthe same Initial Index Period which allows the potential for higher positive Credited Index Interest to be applied to your ContractValue allocated to the Growth Account. The Index Interest Rate Cap for the Growth Account will always be positive and will neverbe less than the minimum Index Interest Rate Cap for the Growth Account equal to 1.0%.

Wereserve the right to add or substitute the Index. We will substitute the Index if the Index is discontinued or calculation ofthe Index is materially changed. If we substitute the Index, the performance of the new Index may differ from the original Index.This, in turn, may affect the Credited Index Interest you earn.

Rightto Examine

TheContract provides for an initial “right to examine” period. The Owner may reject the Contract for any reason by forwardingthe Contract to us with a Written Request at our Administrative Office within 10 days of receiving it, or such longer period asthe state in which your Contract was issued may require.

Ifyou exercise this “Right to Examine”, the Contract will terminate and we will refund your Purchase Payment. Some statesmay require that we refund the Contract Value, which reflects interest, positive or negative, based on changes in the Index. Thestate in which your Contract is issued will determine which method we use. If your Contract is an IRA under the Internal RevenueCode, we will refund your Purchase Payment. Refunds will not be subject to a Surrender Charge or MVA and will be paid within sevenBusiness days following our receipt of the Contract.

Rebalancing/ Reallocation

Uponeach Contract Anniversary, after Credited Index Interest has been applied, the Automatic Rebalance Program will reallocate yourContract Value between the Risk Control Accounts based on your most recent allocation instructions that we have on file or theallocation applied on the Contract Issue Date if no additional allocation change requests have been made.

Youmay change your allocation of Contract Value between Risk Control Accounts once each Contract Year during the Initial Index Period.Your request to change your allocation instructions must be received at our AdministrativeOffice at least two Business Days prior to your Contract Anniversary for the instructions to be effective for that Contract Anniversary.If we do not receive your Written Request in time for the next Contract Anniversary, your instructions will be effective the followingContract Anniversary.

Pleasenote that at any time the Index Interest Rate Cap for your Risk Control Account is lessthan the bailout rate specified on your contract data page, we may, at our discretion, restrict transfers into that Risk ControlAccount and may not reallocate your Contract Value between Risk Control Accounts under the Automatic Rebalance Program. See “accessto your money – Bailout Provision” for more details.

WithdrawalOptions

TheContract offers the following liquidity features during the Accumulation Period:

Withdrawalsand surrenders are subject to income taxes, and if taken before the Owner is age 59½,tax penalties may apply. See “federal income tax matters” for more details. Any withdrawals will also reduce the deathbenefit.

MarketValue Adjustment (MVA)

Forpartial withdrawals and upon full surrender of Contract Value in excess of the free annual withdrawal amount during the InitialIndex Period, we will apply an MVA. The MVA can increase or decrease your amount withdrawn or the Surrender Value, depending onhow economic indicators have changed since your Contract was issued (see “market value adjustment” section for moredetails). You may lose a portion of your principal due to the MVA.

ContractCharges

SurrenderCharge

Forpartial withdrawals and surrenders during the Initial Index Period, we deduct a Surrender Charge equal to a percentage of theContract Value withdrawn that is in excess of the free annual withdrawal amount (see the “fees and charges” sectionfor more details). We will deduct the Surrender Charge before we apply any MVA. For an example of how we calculate the amountyou receive when you make a partial withdrawal during the Initial Index Period, see Examples 1 and 2 in “appendix a”to this Prospectus.

SurrenderCharge and Market Value Adjustment Hardship Waivers

Wewill not deduct a Surrender Charge or apply an MVA to a partial withdrawal or surrender made in the case of the following lifeevents:

Thereare waiting periods and other restrictions that apply to these waivers, which are discussed in greater detail in the “accessto your money” section.

BailoutProvision

Wewill set a bailout rate for each Risk Control Account. The bailout rate will be prominently displayed on your contract data pageattached to the front of the cover page of the Contract and will not change during the Initial Index Period. If the Index InterestRate Cap for your Risk Control Account is set below the bailout rate for that Risk Control Account, the Bailout Provision allowsyou to make a withdrawal of some or all of the Contract Value attributable to that Risk Control Account during the Initial IndexPeriod without incurring any Surrender Charge and without the application of any MVA during the 30-day period following a ContractAnniversary. However, if you are age 59½ or younger at the time of such withdrawal, a 10% tax penalty may apply. At anytime the Index Interest Rate Cap for your Risk Control Account is less than the bailout rate specified on your contract data page,we may, at our discretion, restrict transfers into that Risk Control Account. See “access to your money – BailoutProvision” for more details.

Changeof Annuitant Endorsement Charge

Ifyou change the Annuitant within the first two Contract Years, we reserve the right to assess a fee to offset the expenses incurred.This fee will not exceed $150 and will be assessed on a pro-rata basis proportional to your Contract Value in the Risk ControlAccounts.

IncomeOptions

Youhave several income options to choose from during the Payout Period. Income payments will start on the Payout Date and continuebased on the option you elect.

DeathBenefit

TheContract provides a Death Benefit during the Accumulation Period. The Death Benefit is equal to the Contract Value adjusted forCredited Index Interest as of the date Death Benefits are payable. We do not apply the Surrender Charge or MVA in determiningthe Death Benefit payable.

Benefitsof Your Contract

YourContract offers you several benefits.

RiskFactors

YourContract also has various risks associated with it. We list these risk factors below, as well as other important information youshould know before purchasing a Contract.

Pleasenote that in an increasing interest rate environment, the MVA could reduce the amount received to less than the protection providedby the Index Interest Rate Floor.

Weare also exposed to risks related to natural and man-made disasters and catastrophes, such as storms, fires, floods, earthquakes,epidemics, pandemics, malicious acts, and terrorist acts, which could adversely affect our ability to conduct business. A naturalor man-made disaster or catastrophe, including a pandemic (such as the coronavirus COVID-19), could affect the ability, or willingness,of our workforce and employees of service providers and third party administrators to perform their job responsibilities. Evenif our workforce and employees of our service providers and third party administrators were able to work remotely, those remotework arrangements could result in our business operations being less efficient than under normal circumstances and lead to delaysin our issuing Contracts and processing of other Contract-related transactions, including orders from Owners. Catastrophic eventsmay negatively affect the computer and other systems on which we rely and may interfere with our ability to receive, pickup andprocess mail, our processing of Contract-related transactions, impact our ability to calculate Contract Value, or have other possiblenegative impacts. These events may also impact the issuers of securities in which the Funds invest, which may cause the Fundsunderlying your Contract to lose value. There can be no assurance that we, the Funds or our service providers will avoid lossesaffecting your Contract due to a natural disaster or catastrophe.

Other Important Information You Should Know

gettingstarted – the Accumulation Period

TheContract is an individual or joint owned, single premium deferred annuity. We describe your rights in your Contract below. Contractlanguage may vary by state. You should review your Contract when it is received. Any material differences in the Contract aredue to state variations as disclosed in the Prospectus.

Purchasinga Contract

Weoffer the Contract to individuals, certain retirement plans, and other entities. To purchase a Contract, you and the Annuitantmust be no older than age 85.

Wesell the Contract through registered representatives who also are agents of the Company. To start the purchase process, you mustsubmit an application to your registered representative. The Purchase Payment must either be paid at the Company’s AdministrativeOffice or delivered to your registered representative. Your registered representative will then forward your completed applicationand Purchase Payment (if applicable) to us. After we receive a completed application, Purchase Payment, and all other informationnecessary to process a purchase order, we will begin the process of issuing the Contract. There may be delays in our processingof your application because of delays in receipt of your application from the selling firm or because of delays in determiningwhether your Contract is suitable to you. Any such delays will affect when we issue your Contract.

IMPORTANT:You may use the Contract with certain tax qualified retirement plans (“IRAs”). The Contract includes attributes suchas tax deferral on accumulated earnings. Qualified retirement plans provide their own tax deferral benefit; the purchase of thisContract does not provide additional tax deferral benefits beyond those provided in the qualified retirement plan. Accordingly,if you are purchasing this Contract through a qualified retirement plan, you should consider purchasing the Contract for its otherfeatures such as Credited Index Interest that is locked-in each Contract Year, and other non-tax related benefits. Please consulta tax adviser for information specific to your circumstances to determine whether the Contract is an appropriate investment foryou.

Ifmandated by applicable law, including Federal laws designed to counter terrorism and prevent money laundering, we may be requiredto reject your Purchase Payment. We may also be required to provide additional information about you or your Contract to governmentregulators. In addition, we may be required to block an Owner’s Contract and thereby refuse to honor any request for transfers,partial withdrawals, surrender, income payments, and Death Benefit payments, until instructions are received from the appropriategovernment regulator.

Tax-Free“Section 1035” Exchanges

Youcan generally exchange one annuity contract for another in a “tax-free exchange” under Section 1035 of the InternalRevenue Code. Before making an exchange, you should compare both contracts carefully. Remember that if you exchange another contractfor the one described in this Prospectus, you might have to pay a Surrender Charge or negative Market Value Adjustment on theexisting contract. If the exchange does not qualify for Section 1035 tax treatment, you may have to pay federal income tax, includinga possible penalty tax, on your old contract. There will be a new surrender charge period for this Contract and other chargesmay be higher (or lower) and the benefits may be different. There may be delays in our processing of the exchange. You shouldnot exchange another contract for this one unless you determine, after knowing all the facts, that the exchange is in your bestinterest. In general, the person selling you this Contract will earn a commission from us.

Owner

Ownermeans the owner named in the application or any successor if ownership has been assigned. The Owner names the Annuitant or JointAnnuitants. All rights may be exercised by the Owner subject to the rights of any other Owner and any irrevocably named Beneficiary.

Anychange in Owner is subject to our acceptance and we reserve the right to refuse such change on a non-discriminatory basis.

Ifan Owner who is a natural person dies during the Annuitant’s lifetime, the Beneficiary is entitled to the Death Benefit.The Death Benefit becomes payable at the death of the Owner (if there are Joint Owners, the Death Benefit will become payableafter the first Joint Owner dies). If an Owner is not a natural person and the Annuitant dies before the Payout Date, the DeathBenefit will be payable to the Beneficiary. If you have any questions concerning the criteria you should use when choosing Annuitantsunder the Contract, consult your registered representative.

Divorce

Inthe event of divorce, the former spouse must provide a copy of the divorce decree to us. The terms of the decree/order must identifythe Contract and specify how the Contract Value should be allocated among the former spouses.

Beneficiary

Youname a Beneficiary when you apply for the Contract. At any time before the Payout Date, you may change the Beneficiary by a WrittenRequest sent to us, or you may name one or more Beneficiaries. A change of Beneficiary will take effect on the date the WrittenRequest was signed. If there are multiple Owners, each Owner must sign the Written Request. In addition, any irrevocable Beneficiarymust sign the Written Request. Any change is subject to payment or other actions we took before we received the request to changethe Beneficiary at our Administrative Office.

Beforethe Payout Date, if no Beneficiary survives the Owner, we will pay the Death Benefit proceeds to the Owner’s estate (ifJoint Owners, the surviving Owner will receive the Death Benefit proceeds). Use care when naming Beneficiaries. If you have anyquestions concerning the criteria you should use when choosing Beneficiaries, consult your registered representative.

Rightto Examine

Youmay cancel your Contract and return it to your registered representative or to us within a certain number of days after you receivethe Contract and receive a refund of either the Purchase Payment you paid or your Contract Value depending upon the state in whichyour Contract was issued. However, if your Contract is an IRA under the Internal Revenue Code, we will refund your Purchase Payment.Generally, you must return your Contract within 10 days of receipt, but some states may permit a longer period for you to returnyour Contract. If you cancel your Contract by exercising your Right to Examine and attempt to purchase a substantially similarContract the Company may refuse to issue the second Contract.

allocatingyour Purchase Payment

PurchasePayment

Theminimum initial Purchase Payment for a Non-Qualified or Qualified Contract is $5,000. Our approval is required for a PurchasePayment of $1,000,000 or more. We do not allow any payments under the Contract after the initial Purchase Payment.

PurchasePayment Allocation

Youmust specify the percentage of your Purchase Payment to be allocated to each Risk Control Account on the Contract Issue Date.The amount you direct to a particular Risk Control Account must be in whole percentages from 1% to 100% of the Purchase Paymentand your total allocation must equal 100% of the Purchase Payment. You may allocate your Purchase Payment to either or both RiskControl Accounts.

Wewill only issue the Contract on the 10^thand 25^th of each month (a “ContractIssue Date”), unless those days fall on a non-Business Day. In that case, we would issue the Contract on the nextBusiness Day. If we receive your Purchase Payment and all necessary paperwork to processyour Contract before the Contract Issue Date, we will deposit your Purchase Payment in our General Account. We then will transferyour Purchase Payment, based on the allocation you specified, to the Risk Control Accounts on the Contract Issue Date. Your PurchasePayment will begin to earn Index Interest, if any, only after it has been allocated to a Risk Control Account(s).

automaticrebalance program

EachContract Anniversary, during the Initial Index Period, we will automatically rebalance your Contract Value among the Risk ControlAccounts based on your most recent allocation instructions that we have on file, or the allocation applied on the Contract IssueDate if you have not made any additional allocation change requests. This means, for example, that if your allocation instructionsrequire that 50% of your Contract Value be allocated to the Secure Account and 50% of your Contract Value be allocated to theGrowth Account, we will transfer your Contract Values between those Accounts on the Contract Anniversary so that 50% of your ContractValue has been allocated to both the Secure Account and Growth Account following the transfer.

Youmay change your allocation of Contract Value between the Risk Control Accounts once each Contract Year. Any new allocation changerequest will supersede any prior allocation change requests you made. There are no limits on the number of requests that you canmake. However, your latest instructions will take effect on the next Contract Anniversary. Your request must be received at ourAdministrative Office at least two Business Days prior to your Contract Anniversary for the new instructions to be effective forthat Contract Anniversary. If we do not receive your Written Request in time for the next Contract Anniversary, your instructionswill be effective on the following Contract Anniversary.

Pleasenote that at any time the Index Interest Rate Cap for your Risk Control Account is lessthan the bailout rate specified on your contract data page, we may, at our discretion, restrict transfers into that Risk ControlAccount and may not reallocate your Contract Value between Risk Control Accounts under the Automatic Rebalance Program. (See “accessto your money – Bailout Provision” for more details.)

contractvalue

Onthe Contract Issue Date, your Contract Value equals the Purchase Payment. Each Risk Control Account is established by an allocationof a portion or all of your Purchase Payment to that Account. After the Contract Issue Date, during the Accumulation Period, yourContract Value will equal the sum of the Risk Control Account Values.

riskcontrol accounts

Youmay allocate your Purchase Payment to one or both of the two Risk Control Accounts we currently make available, the Secure Accountand the Growth Account. We hold reserves for theIndex Interest Rate Floor and Cap guarantees for amounts allocated to the Risk Control Accounts in the Separate Account. Our GeneralAccount assets are also available to meet the guarantees under the Contract as well as our other general obligations. The guaranteesin this Contract are subject to the Company’s financial strength and claims-paying ability.

Wewill apply Credited Index Interest to your Contract Value allocated to a Risk Control Account on a Contract Anniversary basedon the percentage change in the Index during the Contract Year just completed, subject to the interest rate calculation methodology,Index Interest Rate Cap, and Index Interest Rate Floor. In the case of a partial withdrawal, surrender, annuitization or deathof the Owner that occurs during a Contract Year on a date other than a Contract Anniversary, we will apply Credited Index Interestto your Contract Value allocated to a Risk Control Account based on the percentage change in the Index from the beginning of theContract Year to the date of the partial withdrawal, surrender, annuitization or death, as applicable, subject to the interestrate calculation methodology, Index Interest Rate Cap and Index Interest Rate Floor. Please note that the Index does not includedividends paid on the stocks comprising the Index, and therefore does not reflect the full investment performance of the underlyingstocks.

Wereserve the right to add or substitute the Index. If we substitute the Index, the performance of the new Index may differ fromthe original Index. This, in turn, may affect the Credited Index Interest you earn.

Inthe event that we substitute the Index, we will attempt to add a suitable alternative index as a replacement to the Index on thesame day that we remove the Index. If we are unable to do so, so that there is a brief interval between the date on which we removethe Index and add a suitable alternative index as a replacement, your Contract Value will continue to be allocated to the RiskControl Accounts. However, any Credited Index Interest we may credit your Contract Value for that Contract Year will not reflectchanges in the value of the Index or the replacement index during that interim period. If you take a partial withdrawal, surrenderor annuitize the Contract, or die during the interim period, we will apply Credited Index Interest to your Contract Value allocatedto a Risk Control Accounts based on the percentage change in the Index from the beginning of the Contract Year to the date onwhich the Index became unavailable under the Contract, subject to the interest rate calculation methodology, Index Interest RateCap and Index Interest Rate Floor.

Afterthe Initial Index Period, only the Secure Account will be available for the allocation of your Contract Value.

YourContract Value allocated to a Risk Control Account (“Risk Control Account Value”) equals:

YourRisk Control Account Value as of the last Contract Anniversary equals your Risk Control Account Value at the beginning of thecurrent Contract Year.

InterestRate Calculation Methodology. Each Risk Control Account uses an annual point-to-pointinterest rate calculation methodology to determine the amount of Credited Index Interest. Under the annual point-to-point method,the Credited Index Interest, if any, is measured based on the percentage change in the Index over a Contract Year, a one-yearperiod. Credited Index Interest is subject to an:

Useof an annual point-to-point interest rate calculation methodology results in Index Interest being calculated at a single pointin time. As a result, you may experience negative or flat performance even though the Index experienced gains through some, ormost, of the Index Period.

Credited Index Interest. We calculate Credited Index Interestbased on two factors: the Credited Index Interest Rate and your Risk Control Account Value. We calculate Credited IndexInterest on each Contract Anniversary and at the time of partial withdrawal, surrender, death and annuitization. CreditedIndex Interest equals the Credited Index Interest Rate multiplied by your Risk Control Account Value as of the last Contract Anniversary.Examples of how the Credited Index Interest Rate and Credited Index Interest are calculated are set forth on pages __ and__ of the Prospectus.

TheCredited Index Interest Rate for a Risk Control Account equals:

(A/B)– 1 where:

A= the Adjusted Index Value as of the current date; and

B= the later of the Adjusted Index Value as of the last partial withdrawal taken in thecurrent Contract Year. If no partial withdrawals have been taken in the current Contract Year, this will be equal to the InitialIndex Value.

Youcan find the Credited Index Interest applied to your Contract Value on the annual statement that we will forward to you followingyour Contract Anniversary. You may also find the Credited Index Interest that has accrued to your Contract Value prior to a ContractAnniversary by calling the Customer Service Center toll-free telephone number (800.798.5500) or by viewing on-line at http://eservice.cunamutual.com.

AdjustedIndex Value. The Adjusted Index Value depends on the Closing Index Value (or thelast Adjusted Index Value in the case where one or more partial withdrawals are made in a Contract Year). The Adjusted Index Valueis calculated each time Credited Index Interest is calculated. This can be as frequently as daily and occurs on each ContractAnniversary or on any date when a partial withdrawal, surrender, Death Benefit or annuitization is processed. Closing Index Valuefor a day on which we calculate Index Interest is the closing value of the Index on that date. If the closing value of the Indexis not published on that date, we will use the closing value of the Index from the next day on which the closing value of theIndex is published if you made no partial withdrawals during a Contract Year, we would calculate the Adjusted Index Value as follows:

Ifthe Closing Index Value is greater than the Initial Index Value multiplied by (1 + Index Interest Rate Cap), then the AdjustedIndex Value will equal the Initial Index Value multiplied by (1 + Index Interest Rate Cap).

Ifthe Closing Index Value is less than the Initial Index Value multiplied by (1 + Index Interest Floor),then the Adjusted Index Value will equal the Initial Index Value multiplied by (1 + Index Interest Rate Floor).

Ifthe Closing Index Value is less than the Initial Index Value multiplied by (1 + Index Interest Rate Cap) but more than the InitialIndex Value multiplied by (1 + Index Interest Rate Floor), then the Adjusted Index Valuewill equal the Closing Index Value.

Forexample, assume the following:

Atthe time Credited Index Interest is calculated, the Adjusted Index Value will be:

TheAdjusted Index Value will never exceed the Initial Index Value multiplied by (1 + Index Interest Rate Cap) and will never be lowerthan the Initial Index Value multiplied by (1 + Index Interest Rate Floor).

Settingthe Index Interest Rate Cap and the Index Interest Rate Floor. We consider variousfactors in determining the Index Interest Rate Caps and Index Interest Rate Floors, including investment returns available atthe time that we issue the Contract, the costs of our risk management techniques, sales commissions, administrative expenses,regulatory and tax requirements, general economic trends, and competitive factors. We determine the Index Interest RateCap and the Index Interest Rate Floor at our sole discretion. We set the Index Interest Rate Cap at the beginning of each ContractYear and guarantee the Index Interest Rate Cap for the duration of the Contract Year. We guarantee the Index Interest Rate Floorfor the life of your Contract.

SecureAccount

Ifyou choose to allocate all or a portion of your Purchase Payment or Contract Value to the Secure Account, we will determine CreditedIndex Interest based on the percentage change in the value of the Index from the Initial Index Value to the Contract Anniversary(or date of partial withdrawal, surrender, annuitization, or date of death of the Owner), subject to an Index Interest Rate Capand an Index Interest Rate Floor.

IndexInterest Rate Cap for the Secure Account. The Index Interest Rate Cap is the maximumrate that we will use in the calculation of Credited Index Interest. The initial Index Interest Rate Cap is shown on your contractdata page. On the first Contract Anniversary and on any subsequent Contract Anniversary, we will declare an Index Interest RateCap which we guarantee for the next Contract Year. We will forward advance written notice to you of the Index InterestRate Cap at least fifteen days prior to the start of that Contract Year. The notice will also describe your right to transferContract Value between the Secure Account and the Growth Account and your right to exercise the Bailout Provision, if applicable.The Index Interest Rate Cap for the Secure Account will always be positive and will neverbe less than the minimum Index Interest Rate Cap for the Secure Account equal to 1.0%.

IndexInterest Rate Floor for the Secure Account. The Index Interest Rate Floor for theSecure Account is zero. As a result, Credited Index Interest will never be less than zero and your Contract Value in the SecureAccount will never be reduced by the application of Credited Index Interest.

GrowthAccount

Ifyou choose to allocate all or a portion of your Purchase Payment or Contract Value to the Growth Account, we will determine CreditedIndex Interest based on the percentage change in the value of the Index from the Initial Index Value to the Contract Anniversary(or date of partial withdrawal, surrender, annuitization, or date of death of the Owner), subject to an Index Interest Rate Capand an Index Interest Rate Floor. The Growth Account is not available after the Initial Index Period Expiration Date.

IndexInterest Rate Cap for the Growth Account. The Index Interest Rate Cap is the maximumrate that we will use in the calculation of Credited Index Interest. The initial Index Interest Rate Cap is shown on your contractdata page. On the first Contract Anniversary and on any subsequent Contract Anniversary, we will declare an Index Interest RateCap which we guarantee for the next Contract Year. We will forward advance written notice to you of the Index InterestRate Cap at least fifteen days prior to the start of that Contract Year. The notice will also describe your right to transferContract Value between the Secure Account and the Growth Account and your right to exercise the Bailout Provision, if applicable.The Index Interest Rate Cap for the Growth Account will always be positive and will neverbe less than the minimum Index Interest Rate Cap for the Growth Account equal to 1.0%.

IndexInterest Rate Floor for the Growth Account. The Index Interest Rate Floor for theGrowth Account is -10%. This means that your Credited Index Interest could be negative, but it will never be less than -10% regardlessof whether the investment performance of the Index during the Contract Year is less than -10%. If the Credited Index Interestis negative, your Contract Value in the Growth Account would be reduced by the application of such negative Credited Index Interest.

Thefollowing three examples illustrate how we credit Index Interest to the Secure and Growth Accounts based on different levels ofindex performance. No withdrawals are assumed to occur under these examples.

Example1: This example illustrates the calculation of Credited Index Interest when Index performance is greater than the Index InterestRate Cap and the Index Interest Rate Floor.

Thereturn on the Index is equal to the Closing Index Value divided by the Initial Index Value minus 1. In this example, the returnon the Index is 20% [(1.200/1.000)-1]. This is greater than the Index Interest Rate Cap and above the Index Interest Rate Floorfor both the Secure and Growth Accounts. Thus, Index Interest for both Accounts is set at the cap level. Contract Value allocatedto the Secure Account is credited with 4% Index Interest and Contract Value allocated to the Growth Account is credited with 14%Index Interest.

Example2: This example illustrates the calculation of Credited Index Interest when Index performance is less than the Index InterestRate Cap and greater than the Index Interest Rate Floor.

Thereturn on the Index is equal to the Closing Index Value divided by the Initial Index Value minus 1. In this example, the returnon the Index is 3% [(1.030/1.000)-1]. This is below the Index Interest Rate Cap and above the Index Interest Rate Floor for boththe Secure and Growth Accounts. Thus, Index Interest for both accounts is equal to the return on the Index. Contract Value allocatedto the Secure Account is credited with 3% Index Interest and Contract Value allocated to the Growth Account is credited with 3%Index Interest.

Example3: This example illustrates the calculation of Credited Index Interest when Index performance is less than the Index InterestRate Floor.

Thereturn on the Index is equal to the Closing Index Value divided by the Initial Index Value minus 1. In this example, the returnon the Index is -20% [(800/1.000)-1]. This is below the Index Interest Rate Floor for both the Secure and Growth Accounts. Thus,Index Interest for both Accounts is equal to the Index interest Rate Floor for each Risk Control Account. Contract Value allocatedto the Secure Account is credited with 0% Index Interest and Contract Value allocated to the Growth Account is credited with -10%Index Interest. This results in negative Credited Index Interest of -$2,500 being applied to the Contract Value in the GrowthAccount and thus is a decline in the Contract Value allocated to the Growth Account of $2,500. No Credited Index Interest wouldbe applied to Contract Value in the Secure Account and thus the Contract Value in the Secure Account remains unchanged.

TheCompany retains the right to change the current Index Interest Rate Cap for both the Secure and Growth Accounts at its discretion,subject to the minimum Index Interest Rate Cap of 1.0%. The Company would consider the following factors when determining whetherto make such a change:

Additionor Substitution of an Index. There is no guarantee that the Index will be availableduring the entire time you own your Contract. If: (i) the Index is discontinued, or (ii) the calculation of an Index is changedsubstantially, we may substitute a suitable similar broad based U.S. stock market index for the original Index. If we substitutean index, the performance of the new Index may differ from the original Index. This, in turn, may affect the Credited Index Interestyou earn. We will not substitute an index until that index has been approved by the insurance department in your state. The selectioncriteria for a suitable alternative Index includes the following:

Pleasenote that we may add or substitute an Index associated with the Risk Control Accounts by sending you written notice at your lastknown address stating the effective date on which the Index will be added or substituted. We will send you the notice in the annualreport unless earlier written notice is necessary.

marketvalue adjustment (“MVA”)

Ifyou surrender your Contract or take a partial withdrawal in excess of the free annual withdrawal amount during the Initial IndexPeriod, we will apply the MVA to the amount being surrendered or withdrawn in excess of the free annual withdrawal amount. NoMVA will apply after the end of the Initial Index Period or if you elect an Income Payment Option.

Purposeof the MVA

TheMVA is an adjustment that may be made to the amount you receive in excess of the free annual withdrawal amount if you surrenderthe Contract during the Initial Index Period or take a partial withdrawal in excess of the free annual withdrawal amount duringthe Initial Index Period. In general, if interest rate levels have increased at the time of surrender or partial withdrawal overtheir levels at the time we issued the Contract, the MVA will be negative. Similarly, in general, if interest rate levels havedecreased at the time of surrender or partial withdrawal over their levels at the time we issued the Contract, the MVA will bepositive. The MVA reflects in part the difference between the effective yield of the Constant Maturity Treasury rate, a rate representingthe average yield of various Treasury securities, on the Contract Issue Date for a duration equal to the Initial Index Periodand the effective yield of the Constant Maturity Treasury rate for a duration equal to the remaining length of the Initial IndexPeriod at the time of surrender or partial withdrawal. In addition, the MVA reflects in part the difference between the effectiveyield of the BofA Merrill Lynch 1-10 Year U.S. Corporate Constrained Index, Asset Swap Spread, a rate representative of investmentgrade corporate debt credit spreads in the U.S., on the Contract Issue Date and the effective yield of the BofA Merrill Lynch1-10 Year U.S. Corporate Constrained Index, Asset Swap Spread at the time of surrender or partial withdrawal. The greater thedifference in those effective yields, respectively, the greater the effect the MVA will have. We will increase the amount youwill be paid from a partial withdrawal by the amount of any positive MVA, and in the case of a surrender of the Contract, we willincrease your Surrender Value by the amount of any positive MVA. Conversely, we will decrease the amount you will be paid froma partial withdrawal by the amount of any negative MVA, and in the case of a surrender of the Contract, we will decrease yourSurrender Value by the amount of any negative MVA.

Ingeneral, if the Constant Maturity Treasury rate and BofA Merrill Lynch 1-10 Year U.S. Corporate Constrained Index Asset Swap Spreadhave increased at the time of surrender or partial withdrawal over their levels at the time we issued the Contract, the MVA willbe negative and will decrease the Surrender Value or amount you receive from a partial withdrawal. Similarly, if the ConstantMaturity Treasury rate and BofA Merrill Lynch 1-10 Year U.S. Corporate Constrained Index, Asset Swap Spread have decreased atthe time of surrender or partial withdrawal over their levels at the time we issued the Contract, the MVA will be positive andwill increase the Surrender Value or amount you receive from a partial withdrawal. The Company uses both the Constant MaturityTreasury rate and BofA Merrill Lynch 1-10 Year U.S. Corporate Constrained Index Asset Swap Spread in determining any MVA sincetogether both indices represent a broad mix of investments whose values may be affected by changes in market interest rates.

Theamount of the MVA also reflects in part the Credited Index Interest Rate determined at the time of surrender or partial withdrawal.We use the Credited Index Interest Rate to either decrease or increase the amount of the MVA. If the Credited Index Interest Rateis positive, we divide the amount of the withdrawal subject to the MVA by the Credited Index Interest Rate plus 1 which will decreasethe amount subject to the market value adjustment factor and therefore reduce the amount of any positive or negative MVA. Conversely,if the Credited Index Interest Rate is negative, we divide the amount of the withdrawal subject to the MVA by the Credited IndexInterest Rate plus 1 which will increase the amount subject to the market value adjustment factor and therefore increase the amountof any positive or negative MVA. If the Credited Index Interest Rate is 0%, we divide the amount of the withdrawal subject tothe MVA by the Credited Index Interest Rate plus 1 which will not change the amount subject to the market value adjustment factorand therefore will not change the amount of any positive or negative MVA. If the Index has increased since the date on which wedetermined the Initial Index Value for the Current Contract Year, the Credited Index Interest Rate will be positive. If the Indexhas decreased since the date on which we determined the Initial Index Value for the Current Contract Year, the Credited IndexInterest Rate will be negative.

TheMVA helps us offset our costs and risks of owning fixed income investments and other investments we use to back the guaranteesunder your Contract from the date we issue the Contract to the time of a surrender or partial withdrawal.

Applicationand Waiver

Foreach Risk Control Account, we will calculate the MVA as of the date we receive your Written Request for surrender or partial withdrawalin Good Order at our Administrative Office. If the MVA is positive, we will increase your Surrender Value or amount you receivefrom a partial withdrawal by the amount of the positive MVA. If the MVA is negative, we will decrease the Surrender Value or amountyou receive from a partial withdrawal by the amount of the negative MVA.

Wewill not apply an MVA to: 

MVAFormula

AnMVA is equal to the amount of the partial withdrawal or surrender in excess of the free annual withdrawal amount (W) dividedby 1 plus the Credited Index Interest Rate (IIR*) then multiplied by the market value adjustment factor (MVAF) minus 1or (W/(1+IIR*))x(MVAF -1).

Where:

IIR*= Credited Index Interest Rate equal to (A/B) – 1 where:

A= The Adjusted Index Value; and

B= The Initial Index Value for the current Contract Year.

MVAF= ((1 + I + K)/(1 + J + L)) ^N where:

I= The Constant Maturity Treasury rate for a maturity consistent with the Initial Index Period (shown on your contract data page);

J= The Constant Maturity Treasury rate for a maturity consistent with the remaining length of the Initial Index Period;

(Ifthere is no corresponding maturity of Constant Maturity Treasury rate then the linear interpolation of the Constant Maturity TreasuryRates Index with maturities closest to N will be used to determine I and J.)

K= The BofA Merrill Lynch 1-10 Year U.S. Corporate Constrained Index, Asset Swap Spread as of the Contract Issue Date (shown onyour contract data page);

L= The BofA Merrill Lynch 1-10 Year U.S. Corporate Constrained Index, Asset Swap Spread as of the withdrawal date; and

N= The number of years (whole and partial) from the current date until the end of the Initial Index Period.

Wedetermine I based on the Initial Index Period you have chosen.  For example, if you choose the 10-year InitialIndex Period at issue, then I would correspond to the 10-year Constant Maturity Treasury rate at the time we issue theContract.  We determine J when you take a partial withdrawal or surrender.  For example, if you chose the10-year Initial Index Period at issue and surrender the Contract 2 years into the Initial Index Period, J would correspond tothe Constant Maturity Treasury rate consistent with the time remaining in the Initial Index Period or 8 years (8 = 10 -2).  For I and J where there is no Constant Maturity Treasury rate declared, we will use linear interpolation of theConstant Maturity Rates Index with maturities closest to N to determine I and J.

Thevalue of K and L on any Business Day will be equal to the closing value of the BofA Merrill Lynch 1-10 Year U.S. Corporate ConstrainedIndex, Asset Swap Spread on the previous Business Day.

Ifthe publication of any component of the Market Value Adjustment Indices is discontinued or if the calculation of the Market ValueAdjustment Indices is changed substantially, we may substitute a new index for the discontinued or substantially changed index,subject to approval by the insurance department in your state. Before we substitute an index, we will notify you in writing ofthe substitution.

Forexamples of how we calculate MVAs, see “appendix a” to this Prospectus.

surrendervalue

Ifyou surrender the Contract, you will receive the Surrender Value. The Surrender Value is equal to your Contract Value, less anySurrender Charges (described under the “fees and charges” section below), and adjusted for any MVA.

feesand charges

Weassess the following fees and charges under the Contract.

SurrenderCharge

Ifyou surrender the Contract during the Initial Index Period or make a partial withdrawal of your Contract Value during the InitialIndex Period, we may assess a Surrender Charge. Surrender Charges offset promotion, distribution expenses, and investment risksborn by the Company. No Surrender Charge is assessed if the full Contract Value is applied to an Income Payment Option.

Theamount of the Surrender Charge depends on the Initial Index Period that you have chosen, the length of time you have owned yourContract, and the amount you withdraw. The Surrender Charge amount is computed as a percentage of the amount withdrawn in excessof the free annual withdrawal amount. The Surrender Charge rates are as follows:

5-Year,6-Year, 7-Year, and 10-Year Initial Index Periods

Itis important to note that we only assess the Surrender Charge and apply an MVA during the Initial Index Period. Therefore, whenchoosing your Initial Index Period, you should carefully consider the length of time you would like to be subject to the SurrenderCharge and MVA. For more information on the MVA, see “market value adjustment.”

AnInitial Index Period should be chosen based on an Owner’s specific investment, liquidity and retirement planning needs.For example, if you would like the potential to earn the highest positive Credited Index Interest under the Contract for as longas possible and do not foresee the need to make withdrawals from the Contract, you may want to consider the 10-Year Initial IndexPeriod and allocate Contract Value to the Growth Account. In general, the Index Interest Rate Cap for either the Secure Accountor the Growth Account increases with the duration of the Initial Index Period. In addition, in general, the Index Interest RateCap for the Growth Account will exceed the Index Interest Rate Cap for the Secure Account for the same Initial Index Period. Also,it is important to keep in mind that the Growth Account is only available during the Initial Index Period.

Conversely,if you would like the potential to earn positive Credited Index Interest but also want to preserve your Contract Value and foreseethe need to make withdrawals in six or more years, you may want to consider the 5-Year Initial Index Period and allocate ContractValue to the Secure Account.

Wewill deduct the Surrender Charge from your withdrawal proceeds. We will deduct the Surrender Charge before we apply any MVA toyour withdrawal proceeds. For an example of how we calculate the amount you receive when you make a partial withdrawal duringthe Initial Index Period, see Examples 1 and 2 in “appendix a” to this Prospectus.

Wewill not assess the Surrender Charge on:

Afterthe first Contract Anniversary and during the Initial Index Period, we will provide you with a free annual withdrawal amount eachyear. We also may waive the Surrender Charge in certain circumstances. For information on free annual withdrawals and SurrenderCharge waivers, see “access to your money.”

Changeof Annuitant Endorsement Charge

Ifyou change the Annuitant within the first two Contract Years, we reserve the right to assess a fee to offset the expenses incurred.This fee will not exceed $150 and will be assessed on a pro-rata basis proportional to your Contract Value in the Risk ControlAccounts.

OtherInformation

Weassume investment risks and costs in providing the guarantees under the Contract. These investment risks include the risks weassume in providing the floors to the Index Interest credited to the Risk Control Accounts, the surrender rights available underthe Contract, the Death Benefit and the income benefits. We must provide the rates and benefits set forth in your Contract regardlessof how our General Account investments that support the guarantees we provide perform. To help manage our investment risks, weengage in certain risk management techniques. There are costs associated with those risk management techniques. You do not directlypay the costs associated with our risk management techniques. However, we take those costs into account when we set rates andguarantees under your Contract.

accessto your money

PartialWithdrawals

Atany time after the first Contract Anniversary and before the Payout Date you may make two partial withdrawals each Contract Year.To make a partial withdrawal, you must submit a Written Request in Good Order to our Administrative Office. The written consentof all Owners and irrevocable Beneficiaries must be obtained before we will process the partial withdrawal. Your partial withdrawalrequest must specify the amount that is to be withdrawn either as a total dollar amount or as a percentage of Contract Value. If a Written Request in Good Order is received by 3:00 Central Standard Time, it willbe processed that day. If a Written Request in Good Order is received after 3:00 Central Standard Time, it will be processed onthe next Business Day. We will take the partial withdrawal pro-rata from your Contract Value in the Risk Control Accounts basedon your Contract Value as of the date we received your Written Request in Good Order at our Administrative Office.

Partialwithdrawals taken during the Initial Index Period may be subject to Surrender Charges and an MVA (see “fees and charges”and “Market Value Adjustment”). Partial withdrawals may also be subject to income tax and, if taken before age 59½,an additional 10% federal penalty tax. You should consult your tax adviser before taking a partial withdrawal. See “federalincome tax matters.”

Ifa partial withdrawal would cause your Surrender Value to be less than $2,000, we will treat your request for partial withdrawalas a request for full surrender of your Contract.

Freeannual withdrawal amount. After the first Contract Anniversary, we will provide you with a free annual withdrawal amounteach year during the Initial Index Period. As long as the partial withdrawals you take during a Contract Year do not exceed thefree annual withdrawal amount, we will not assess a Surrender Charge or apply an MVA. The free annual withdrawal amount is deductedfrom the Contract Value before calculating Surrender Charges or the MVA in the event of a full surrender or a partial withdrawal.

Thefree annual withdrawal amount for a Contract Year equals 10% of your Contract Value calculated as of the start of the ContractYear. If you make a partial withdrawal of less than the free annual amount, the remaining free annual withdrawal amount will beapplied to any subsequent partial withdrawal which occurs during the same Contract Year. Any remaining free annual withdrawalamount will not carry over to a subsequent Contract Year. Partial annuitization will count toward the free annual withdrawal amount.

Waiverof Surrender Charges. We will not deduct a Surrender Charge or apply an MVA in the case of a partial withdrawal or surrenderwhere the Owner or Annuitant qualifies for the Nursing Home or Hospital waiver or terminal illness waiver, as described below.Before granting the waiver, we may request a second opinion or examination of the Owner or Annuitant by one of our examiners.We will bear the cost of such second opinion or examination. You may exercise this waiver only once during the time you own theContract.

Theconditions that must be met are that:

Pleasesee your Contract for more information.

Thelaws of your state may limit the availability of the Surrender Charge waivers and may also change certain terms and/or benefitsunder the waivers. You should consult your Contract for further details on these variations. Also, even if you do not pay a SurrenderCharge because of the waivers, you still may be required to pay taxes or tax penalties on the amount withdrawn. You should consulta tax adviser to determine the effect of a partial withdrawal on your taxes.

Surrenders

Atany time before the Payout Date and before the death of the Owner, you may surrender your Contract for the Surrender Value describedabove in “surrender value.” If a Written Request in Good Order is received by 3:00 Central Standard Time, it willbe processed that day. If a Written Request in Good Order is received after 3:00 Central Standard Time, it will be processed onthe next Business Day.

Tosurrender your Contract, you must make a Written Request in Good Order to our Administrative Office. The consent of all Ownersand irrevocable Beneficiaries must be obtained before the Contract is surrendered.

SurrenderCharges and a MVA may apply to your Contract surrender. See “market value adjustment” and “fees and charges.”A surrender may also be subject to income tax and, if taken before age 59½, an additional 10% federal penalty tax. Youshould consult a tax adviser before requesting a surrender. See “federal income tax matters.”

PartialWithdrawal and Surrender Restrictions

Yourright to make partial withdrawals and surrender the Contract is subject to any restrictions imposed by any applicable law or employeebenefit plan.

Rightto Defer Payments

Wemay defer payments we make under this Contract for up to six months if the insurance regulatory authority of the state in whichwe issued the Contract approves such deferral. We will apply credit fixed rate of interest to the deferred payments, if requiredby state law.

BailoutProvision

Wewill set a bailout rate for each Risk Control Account. The Secure Account option will have a bailout rate and there will be aseparate bailout rate for the Growth Account option. The bailout rates will be prominently displayed on your contract data pageattached to the front of the cover page of the Contract and will not change during the Initial Index Period. The Bailout Provisionallows you to make a withdrawal of the Contract Value attributable to a Risk Control Account without incurring any Surrender Chargeand without the application of any MVA. Specifically, if the Index Interest Rate Cap foryour Risk Control Account is set below the bailout rate for that Risk Control Account, the Bailout Provision allows you to makea withdrawal of some or all of the Contract Value attributable to that Risk Control Account during the Initial Index Period withoutincurring any Surrender Charge and without the application of any MVA during the 30-day period following the Contract Anniversary.We must receive your Written Request for a withdrawal of Contract Value under the Bailout Provision in Good Order duringthe 30-day period following the Contract Anniversary. With respect to such withdrawal, your Contract Value will be reduced bythe amount of the withdrawal. At any time the Index Interest Rate Cap for your Risk Control Account is less than the bailout ratespecified on your contract data page, we may, at our discretion, restrict transfer into that Risk Control Account.

Withdrawalstaken under the Bailout Provision may have tax consequences.  The tax treatment of a withdrawal under the BailoutProvision depends on whether the Contract is a Non-Qualified Contract or a Qualified Contract.  Generally, for a withdrawalfrom a Non-Qualified Contract, the amount received will be treated as ordinary income subject to tax up to an amount equal tothe excess (if any) of the Contract Value immediately before the distribution over the Owner’s investment in the Contract. If the Contract is a Qualified Contract, a portion of the withdrawal is taxable as ordinary income, based on the ratio of the“investment in the contract” to the individual’s total account balance or accrued benefit under the retirementplan.  If taken prior to age 59½, a withdrawal from either a Non-Qualified or a Qualified Contract may be subjectto an additional 10% federal tax penalty.  See discussion of “Withdrawals” and “Penalty Tax on CertainWithdrawals” under “Federal Income Tax Matters.”

deathbenefit

Deathof the Owner

Ifthe Owner dies before the Payout Date (if there are joint Owners, the Death Benefit will become payable after the first jointOwner dies), a Death Benefit will become payable to the Beneficiary. We will pay the Death Benefit after we receive the followingat our Administrative Office in a form and manner satisfactory to us:

TheDeath Benefit will equal your Contract Value adjusted for the application of any Credited Index Interest on the date we receiveDue Proof of Death. If we receive Due Proof of Death by 3:00 Central Standard Time, we will determine the amount of the DeathBenefit as of that day. If we receive Due Proof of Death after 3:00 Central Standard Time, we will determine the amount of theDeath Benefit as of the next Business Day.

NoSurrender Charges or MVA will apply to the Death Benefit.

NOTE: In the event of the death of the Contract Owner during or after the InitialIndex Period, Index Interest will be calculated for the period from the Contract Anniversary until the day we receive Due Proofof Death. The Index Interest Rate Floor and Index Interest Rate Cap will be used in calculating the Index Interest. If a ContractAnniversary occurs after death and during the period we are waiting to receive Due Proof of Death, the proceeds will remain inthe Index Interest Accounts and credited with Index Interest (subject to applicable caps and floors) up to the date we receiveDue Proof of Death.

Within60 days after we receive Due Proof of Death, the Beneficiary must elect the payment method for the Death Benefit. Those optionsare described below. We will pay the Death Benefit in a manner that complies with the requirements of Section 72(s) or 401(a)(9)of the Internal Revenue Code, as applicable. If a payment option is not elected within 60 days following receipt of Due Proofof Death, the proceeds will be paid in a single lump sum payment.

Deathof Annuitant While the Owner is Living

Ifthe Annuitant dies during the Accumulation Period while the Owner is living and no joint Annuitant has been named, the Owner willbecome the Annuitant, until and unless we receive notice. If there are joint Annuitants, when an Annuitant dies, the survivingjoint Annuitant will become the sole Annuitant.

Ifthe Owner is not a natural person and the last surviving Annuitant dies before the Payout Date, the Death Benefit will be payableto the Beneficiary.

DeathBenefit Payment Options

Thefollowing rules apply to the payment of the Death Benefit under a Non-Qualified Contract:

Uponreceipt of Due Proof of Death, the Beneficiary must instruct us how to treat the proceeds subject to the distribution rules discussedabove. Other minimum distribution rules apply to Qualified Contracts.

Otherminimum distribution rules apply to Qualified Contracts.

Deathof Owner or Annuitant After the Payout Date

Ifan Annuitant dies during the Payout Period, remaining income payments, if any, will be distributed as provided by the Income PaymentOption in effect.

Ifan Owner dies after the start of income payout, any remaining income payments will be distributed at least as rapidly as providedby the Income Payment Option in effect.

AbandonedProperty Requirements

Everystate has unclaimed property laws which generally declare annuity contracts to be abandoned after a period of inactivity of threeto five years from the date the Death Benefit is due and payable. For example, if the payment of a Death Benefit has been triggered,but, if after a thorough search, we are still unable to locate the Beneficiary, or the Beneficiary does not come forward to claimthe Death Benefit in a timely manner, the Death Benefit will be paid to the abandoned property division or unclaimed propertyoffice of the state in which the Beneficiary or you last resided, as shown on our books and records, or to our state of domicile.The “escheatment” is revocable, however, and the state is obligated to pay the Death Benefit (without interest) ifyour Beneficiary steps forward to claim it with the proper documentation. To prevent such escheatment, it is important that youupdate your Beneficiary designations, including addresses, if and as they change. To make such changes, please contact us by writingto us or calling us at our Administrative Office.

incomepayments – the Payout Period

PayoutDate

Whenyou purchase the Contract, we will set the Payout Date as the Contract Anniversary following the Annuitant’s 95^thbirthday. If there are Joint Annuitants, we will set the Payout Date based on theAge of the oldest Joint Annuitant. For Contracts sold in the state of California, the Payout Date begins one month afterthe Contract Anniversary of the Initial Index Period. Please refer to the data page of your Contract for details.

Youmay change the Payout Date by sending a Written Request in Good Order to our Administrative Office provided: (i) the request ismade while an Owner is living; (ii) the request is received at our Administrative Office at least 30 days before the anticipatedPayout Date; and (iii) the requested Payout Date is at least two years after the Contract Issue Date.Any such change is subject to any maximum maturity age restrictions that may be imposedby law and cannot extend past the Annuitant’s 95^th birthday or theoriginal Payout Date.

Termsof Income Payments

Weuse fixed rates of interest to determine the amount of income payments payable under the Income Payment Options. Income paymentswill vary; however, depending on the number of Annuitants living on the Payout Date. Once income payments begin, you cannot changethe terms or method of those payments. We do not apply a Surrender Charge or MVA to income payments.

Ifthere is one Annuitant living on the Payout Date, we will apply your Contract Value to provide for a Life Income Option with a10-Year Guaranteed Period Certain, unless you have elected an Income Payment Option before the Payout Date or we are otherwiserequired under the Internal Revenue Code. If there are two Annuitants living on the Payout Date, we will apply your Contract Valueto a Joint and Last Survivor Life Income Option with a 10-Year Guaranteed Period Certain unless you have elected an Income PaymentOption before the Payout Date. We describe the Life Income Option and the Joint and Last Survivor Life Income Option under “incomepayment options” below.

Wewill make the first income payment on the Payout Date. We may require proof of age and sex of the Annuitant/Joint Annuitants beforemaking the first income payment. To receive income payments, the Annuitant/Joint Annuitant must be living on the Payout Date andon the date that each subsequent payment is due as required by the terms of the Income Payment Option. We may require proof fromtime to time that this condition has been met.

incomepayment options

Electionof an Income Payment Option

Youand/or the Beneficiary may elect to receive one of the Income Payment Options described under “Options” below. TheIncome Payment Option and distribution, however, must satisfy the applicable distribution requirements of Section 72(s) or 401(a)(9)of the Internal Revenue Code, as applicable.

Theelection of an Income Payment Option must be made by Written Request. The election is irrevocable after the payments commence.The Payee may not assign or transfer any future payments under any option.

Theamount applied under each option must be at least $2,500, or the amount required to provide an initial monthly income paymentof $20.

Wewill make income payments monthly, quarterly, semiannually, or annually. We will also furnish the amount of such payments on request.Payments that are less than $20 will only be made annually.

Ifyou do not specify an Income Payment Option in your application, the default payment option will be Option 2 – Life IncomeOption with a 10-year guaranteed period. You may change this payment option any time before payments begin on the Payout Date.

Options

Weoffer the following Income Payment Options.

Option1 -- Installment Option. We will pay monthly income payments for a chosen numberof years, not less than 10, nor more than 30. If the Annuitant dies before income payments have been made for the chosen numberof years: (a) income payments will be continued for the remainder of the period to the Payee; or (b) the present value of theremaining income payments, computed at the interest rate used to create the Option 1 rates, will be paid to the Payee or to theOwner, if there is no surviving Payee. For purposes of the present value calculation guaranteed rates will be used.

Option2 -- Life Income Option -- Guaranteed Period Certain. We will pay monthly incomepayments for as long as the Annuitant lives. If the Annuitant dies before all the income payments have been made for the guaranteedperiod certain: (a) income payments will be continued for the remainder of the guaranteed period to the Payee; or (b) the presentvalue of the remaining income payments, computed at the interest rate used to create the Option 2 rates, will be paid to the Payeeor to the Owner, if there is no surviving Payee. For purposes of the present value calculation guaranteed rates will be used.The guaranteed periods are 0 (life income only), 5, 10, 15, or 20 years. If a guaranteed period of 0 years (life incomeonly) has been selected and the Annuitant dies before the date the first income payment is made, no income payments would be paid.

Option3 -- Joint and Last Survivor Life Income Option with 10 Year Guaranteed Period Certain. Wewill pay monthly income payments for as long as either of the Annuitants lives. If at the death of the second surviving Annuitant,income payments have been made for less than 10 years: (a) income payments will be continued for the remainder of the guaranteedperiod certain to the Payee; or (b) the present value of the remaining income payments, computed at the interest rate used tocreate the Option 3 rates, will be paid to the Payee or to the Owner, if there is no surviving Payee. For purposes of the presentvalue calculation guaranteed rates will be used.

Theoptions described above may not be offered in all states. Further, we may offer other Income Payment Options. More than one optionmay be elected. If your Contract is a Qualified Contract, not all options may satisfy required minimum distribution rules. Option2 and Option 3 pay monthly income payments. We do allow partial annuitization. Partial annuitization will count toward the freeannual withdrawal amount. In addition, note that effective for Qualified Contract Owners who die on or after January 1, 2020,subject to certain exceptions, most non-spouse designated beneficiaries must now complete death benefit distributions within tenyears of the Owner’s death in order to satisfy required minimum distribution rules. You should consult a tax advisor beforeelecting an Income Payout Option.

federalincome tax matters

Thefollowing discussion is general in nature and is not intended as tax advice. Each person concerned should consult a competenttax adviser. No attempt is made to consider any applicable state or other income tax laws, any state and local estate or inheritancetax, or other tax consequences of ownership or receipt of distributions under a Contract.

Whenyou invest in an annuity contract, you usually do not pay taxes on your investment gains until you withdraw the money—generallyfor retirement purposes. If you invest in an annuity as part of an individual retirement plan, pension plan or employer-sponsoredretirement program that is qualified for special tax treatment under the Internal Revenue Code, your contract is called a QualifiedContract. If your annuity is independent of any formal retirement or pension plan, it is termed a Non-Qualified Contract. Thetax rules applicable to Qualified Contracts vary according to the type of retirement plan and the terms and conditions of theplan. See “Non-Natural Person” below for a discussion of Non-Qualified Contracts owned by persons such as corporationsand trusts that are not natural persons.

TaxStatus of the Contracts

Taxlaw imposes several requirements that annuities must satisfy in order to receive the tax treatment normally accorded to annuitycontracts.

RequiredDistributions. In order to be treated as an annuity contract for Federal income taxpurposes, Section 72(s) of the Internal Revenue Code requires any Non-Qualified Contract to contain certain provisions specifyinghow your interest in the Contract will be distributed in the event of the death of an Owner of the Contract. Specifically, Section72(s) requires that (a) if any Owner dies on or after the annuity starting date, but prior to the time the entire interest inthe Contract has been distributed, the entire interest in the Contract will be distributed at least as rapidly as under the methodof distribution being used as of the date of such Owner’s death; and (b) if any Owner dies prior to the annuity startingdate, the entire interest in the Contract will be distributed within five years after the date of such Owner’s death.

TheNon-Qualified Contracts contain provisions that are intended to comply with these Internal Revenue Code requirements, althoughno regulations interpreting these requirements have yet been issued. We intend to review such provisions and modify them, if necessary,to assure that they comply with the applicable requirements when such requirements are clarified by regulation or otherwise.

Otherrules may apply to Qualified Contracts.

Taxationof Non-Qualified Contracts

Non-NaturalPerson. If a non-natural person (e.g., a corporation or a trust) owns a Non-QualifiedContract, the taxpayer generally must include in income any increase in the excess of the account value over the investment inthe Contract (generally, the Purchase Payment or other consideration paid for the Contract) during the taxable year. There aresome exceptions to this rule and a prospective Owner that is not a natural person should discuss these with a tax adviser.

Thefollowing discussion generally applies to Contracts owned by natural persons.

Withdrawals.When a withdrawal from a Non-Qualified Contract occurs, the amount received willbe treated as ordinary income subject to tax up to an amount equal to the excess (if any) of the Contract Value, without adjustmentfor any applicable Surrender Charge, immediately before the distribution over the Owner’s investment in the Contract (generally,the Purchase Payments or other consideration paid for the Contract, reduced by any amount previously distributed from the Contractthat was not subject to tax) at that time. The Contract Value immediately before a withdrawal may have to be increased by anypositive MVA that results from a withdrawal. There is, however, no definitive guidance on the proper tax treatment of MVAs andyou may want to discuss the potential tax consequences of an MVA with your tax adviser. In the case of a surrender under a Non-QualifiedContract, the amount received generally will be taxable only to the extent it exceeds the Owner’s investment in the Contract.

Inthe case of a withdrawal under a Qualified Contract, a ratable portion of the amount received is taxable, generally based on theratio of the “investment in the contract” to the individual’s total account balance or accrued benefit underthe retirement plan. The “investment in the contract” generally equals the amount of any non-deductible Purchase Paymentpaid by or on behalf of any individual. In many cases, the “investment in the contract” under a Qualified Contractcan be zero.

PenaltyTax on Certain Withdrawals. In the case of a distribution from a Non-Qualified Contract,there may be an imposed federal tax penalty equal to ten percent of the amount treated as income. In general, however, there isno penalty on distributions if they are:

Otherexceptions may be applicable under certain circumstances and special rules may be applicable in connection with the exceptionsenumerated above. Exceptions may apply to distributions from a Qualified Contract. You should consult a qualified tax adviser.

IncomePayments. Although tax consequences may vary depending on the payout option electedunder an annuity contract, a portion of each income payment is generally not taxed and the remainder is taxed as ordinary income.The non-taxable portion of an income payment is generally determined in a manner that is designed to allow you to recover yourinvestment in the contract ratably on a tax-free basis over the expected stream of income payments, as determined when incomepayments start. Once your investment in the contract has been fully recovered, however, the full amount of each income paymentis subject to tax as ordinary income.

PartialAnnuitization. Under a new tax provision enacted in 2010, if part of an annuity contract’s valueis applied to an annuity option that provides payments for one or more lives or for a period of at least ten years, thosepayments may be taxed as annuity payments instead of withdrawals.  The payment options under the Contract areintended to qualify for this "partial annuitization" treatment. Please consult a tax advisor if you are consideringa partial annuitization.

Taxationof Death Benefit Proceeds. Amounts may be distributed from a Contract because ofyour death or the death of the Annuitant. Generally, such amounts are includible in the income of the recipient as follows: (i)if distributed in a lump sum, they are taxed in the same manner as surrender of the Contract, or (ii) if distributed under a payoutoption, they are taxed in the same way as income payments.

Transfers,Assignments or Exchanges of the Contract. A transfer or assignment of ownership of the Contract, the designation ofan Annuitant other than the Owner, the selection of certain maturity dates, or the exchange of the Contract may result incertain tax consequences to you that are not discussed herein. An Owner contemplating any such transfer, assignment orexchange, should consult a tax advisor as to the tax consequences.

Withholding. Annuity distributions are generally subject to withholding for the recipient’sfederal income tax liability. Recipients can generally elect, however, not to have tax withheld from distributions.

MultipleContracts. All Non-Qualified deferred annuity contracts that are issued by us (orour affiliates) to the same Owner during any calendar year are treated as one annuity contract for purposes of determining theamount includible in such Owner’s income when a taxable distribution occurs.

FurtherInformation. We believe that the Contracts will qualify as annuity contracts forFederal income tax purposes and the above discussion is based on that assumption.

Taxationof Qualified Contracts

Thetax rules applicable to Qualified Contracts vary according to the type of retirement plan and the terms and conditions of theplan. Your rights under a Qualified Contract may be subject to the terms of the retirement plan itself, regardless of the termsof the Qualified Contract. Adverse tax consequences may result if you do not ensure that contributions, distributions and othertransactions with respect to the Contract comply with the law. This contract is available as a Qualified Contract as follows.

IndividualRetirement Annuities (IRAs), as defined in Section 408 of the Internal Revenue Code,permit individuals to make annual contributions of up to the lesser of a specified dollar amount for the year or the amount ofcompensation includible in the individual’s gross income for the year. The contributions may be deductible in whole or inpart, depending on the individual’s income. Distributions from certain retirement plans may be “rolled over”into an IRA on a tax-deferred basis without regard to these limits. Amounts in the IRA (other than nondeductible contributions)are taxed when distributed from the IRA. A 10% penalty tax generally applies to distributions made before age 59½, unlessan exception applies. Distributions that are rolled over to an IRA within 60 days are not immediately taxable, however only onesuch rollover is permitted each year. Beginning in 2015, an individual can make only one rollover from an IRA to another (or thesame) IRA in any 12-month period, regardless of the number of IRAs that are owned. The limit will apply by aggregating all ofan individual’s IRAs, including SEP and SIMPLE IRAs as well as traditional and Roth IRAs, effectively treating them as oneIRA for purposes of the limit. This limit does not apply to direct trustee-to-trustee transfers or conversation to Roth IRAs.

RothIRAs, as described in Internal Revenue Code Section 408A, permit certain eligibleindividuals to contribute to make non-deductible contributions to a Roth IRA in cash or as a rollover or transfer from anotherRoth IRA or other IRA. A rollover from or conversion of an IRA to a Roth IRA is generally subject to tax and other special rulesapply. The Owner may wish to consult a tax adviser before combining any converted amounts with any other Roth IRA contributions,including any other conversion amounts from other tax years. Distributions from a Roth IRA generally are not taxed, except that,once aggregate distributions exceed contributions to the Roth IRA, income tax and a 10% penalty tax may apply to distributionsmade (1) before age 59½ (subject to certain exceptions) or (2) during the five taxable years starting with the year inwhich the first contribution is made to any Roth IRA. A 10% penalty tax may apply to amounts attributable to a conversion froman IRA if they are distributed during the five taxable years beginning with the year in which the conversion was made. Distributionsthat are rolled over to an IRA within 60 days are not immediately taxable, however only one such rollover is permitted each year.Beginning in 2015, an individual can make only one rollover from an IRA to another (or the same) IRA in any 12-month period, regardlessof the number of IRAs that are owned. The limit will apply by aggregating all of an individual’s IRAs, including SEP andSIMPLE IRAs as well as traditional and Roth IRAs, effectively treating them as one IRA for purposes of the limit. This limit doesnot apply to direct trustee-to-trustee transfers or conversions to Roth IRAs.

Section457 Plans, while not actually a qualified plan as that term is normally used,permits individuals to deferred compensation with respect to service for state governments, local governments, politicalsubdivisions, agencies, instrumentalities and certain affiliates of such entities, and tax exempt organizations. The Contractcan be used with such plans. Under such plans a participant may specify the form of investment in which his or herparticipation will be made. Under a non-governmental plan, all such investments, however, are owned by and are subject to,the claims of the general creditors of the sponsoring employer.  

OtherTax Issues. Qualified Contracts have minimum distribution rules that govern thetiming and amount of distributions. You should refer to your retirement plan, adoption agreement, or consult a tax adviser formore information about these distribution rules. Please note recent important changes to the required minimum distribution rules.Under IRAs and defined contribution retirement plans, most non-spouse beneficiaries will no longer be able to satisfy these rulesby “stretching” payouts over life. Instead, those beneficiaries will have to take their post-death distributions withinten years. Certain exceptions apply to “eligible designated beneficiaries” which disabled and chronically ill individuals,individuals who are ten or less years younger than the deceased individual, and children who have not reached the age of majority.This change applies to distributions to designed beneficiaries of individuals who die on and after January 1, 2020. Consult atax advisor if you are affected by these new rules.

Distributionsfrom Qualified Contracts generally are subject to withholding for the Owner’s federal income tax liability. The withholdingrate varies according to the type of distribution and the Owner’s tax status. The Owner will be provided the opportunityto elect not have tax withheld from distributions.

“Eligiblerollover distributions” from section 401(a), 403(b), and governmental 457 plans are subject to a mandatory federal incometax withholding of 20%. For this purpose, an eligible rollover distribution is any distribution to an employee (or employee' spouseor former spouse as Beneficiary or alternate Payee) from such a plan, except certain distributions such as distributions requiredby the Internal Revenue Code, distributions in a specified annuity form, or hardship distributions. The 20% withholding does notapply, however, to nontaxable distributions or if (i) the employee (or employee’s spouse or former spouse as Beneficiaryor alternative Payee)the employee chooses a “direct rollover” from the plan to a tax-qualified plan, IRA or tax shelteredannuity or to a governmental 457 plan that agrees to separately account for rollover contributions; or (ii) a non-spouse Beneficiarychooses a “direct rollover” from the plan to an IRA established by the direct rollover.

FederalEstate Taxes, Gift and Generation-Skipping Transfer Taxes

Whileno attempt is being made to discuss in detail the Federal estate tax implications of the Contract, a purchaser should keep inmind that the value of an annuity contract owned by a decedent and payable to a Beneficiary by virtue of surviving the decedentis included in the decedent’s gross estate. Depending on the terms of the annuity contract, the value of the annuity includedin the gross estate may be the value of the lump sum payment payable to the Contingent Owner or the actuarial value of the paymentsto be received by the Beneficiary. Consult an estate planning adviser for more information.

Undercertain circumstances, the Internal Revenue Code may impose a “generation skipping transfer (“GST”) tax”when all or part of an annuity contract is transferred to, or a Death Benefit is paid to, an individual two or more generationsyounger than the Owner. Regulations issued under the Internal Revenue Code may require us to deduct the tax from your Contract,or from any applicable payment, and pay it directly to the IRS. The federal estate tax, gift tax and GST tax exemptions and maximumrates may each be adjusted.

Thepotential application of these taxes underscores the importance of seeking guidance from a qualified adviser to help ensure thatyour estate plan adequately addresses your needs and those of your beneficiaries under all possible scenarios.

MedicareTax

Distributionsfrom non-qualified annuity policies will be considered “investment income” for purposes of the newly enactedMedicare tax on investment income. Thus, in certain circumstances, a 3.8% tax may be applied to some or all of the taxableportion of distributions (e.g., earnings) to individuals whose income exceeds certain threshold amounts. Please consult a taxadvisor for more information.

Same-SexSpouses

TheContract provides that upon your death, a surviving spouse may have certain continuation rights that he or she may elect to exercisefor the Contract’s Death Benefit and any joint-life coverage under an optional living benefit. All Contract provisions relatingto spousal continuation are available only to a person who meets the definition of “spouse” under federal law. TheU.S. Supreme Court has held that same-sex marriages must be permitted under state law and that marriages recognized under statelaw will be recognized for federal law purposes. Domestic partnerships and civil unions that are not recognized as legal marriagesunder state law, however, will not be treated as marriages under federal law. Consult atax adviser for more information on this subject.

AnnuityPurchases By Nonresident Aliens and Foreign Corporations

Thediscussion above provides general information regarding U.S. federal income tax consequences to annuity purchasers that are U.S.citizens or residents. Purchasers that are not U.S. citizens or residents will generally be subject to U.S. federal withholdingtax on taxable distributions from annuity contracts at a 30% rate, unless a lower treaty rate applies. In addition, such purchasersmay be subject to state and/or municipal taxes and taxes that may be imposed by the purchaser’s country of citizenship orresidence. Additional withholding may occur with respect to entity purchasers (including foreign corporations, partnerships andtrusts) that are not U.S. residents. Prospective purchasers are advised to consult with a qualified tax adviser regarding U.S.,state, and foreign taxation with respect to an annuity contract purchase.

PossibleTax Law Changes

Althoughthe likelihood of legislative changes is uncertain, there is always the possibility that the tax treatment of the Contract couldchange by legislation or otherwise. Consult a tax adviser with respect to legislative developments and their effect on the Contract.

Wehave the right to modify the Contract in response to legislative changes that could otherwise diminish the favorable tax treatmentthat annuity contract owners currently receive. We make no guarantee regarding the tax status of any contact and do not intendthe above discussion as tax advice.

OnMarch 27, Congress passed the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”).  Among otherprovision, the CARES Act includes temporary relief from certain tax rules applicable to qualified contracts.

RequiredMinimum Distributions. The CARES Act allows participants and beneficiaries in certain qualified plans and IRAs to suspendtaking required minimum distributions in 2020, including any initial required minimum distributions for 2019 that would have beendue by April 1, 2020.  Additionally, the year 2020 will not be counted in measuring the five year post-death distributionperiod requirement.  Any distributions that were made in 2020 that, but for the CARES Act, would have been a required minimumdistribution will instead be eligible for rollover and will not be subject to the 20% mandatory withholding.

RetirementPlan Distribution Relief.  Under the CARES Act, an “eligible participant” can withdraw up to a total of $100,000from IRAs and certain qualified plans that adopt this provision without being subject to the 10% additional tax on early distributions.The Federal income tax on these distributions can be spread ratably over three years and the distributions may be re-contributedduring the three-year period following the distribution.  For these purposes, eligible participants are participants who:

Eligibleparticipants can take these distributions from 401(k), 403(b), and governmental 457(b) plans even if they would otherwise be subjectto in-service withdrawal restrictions (e.g., distributions before age 59-1/2) and the 20% withholding that would otherwise applyto these distributions does not apply.

otherinformation

Distribution

Weoffer the Contract on a continuous basis.  We have entered into a distribution agreement with our affiliate, CBSI forthe distribution of the Contract. Contracts are sold by licensed insurance agents (the "Selling Agents") in those stateswhere the Contract may be lawfully sold.  Such Selling Agents will be registered representatives of CBSI or other affiliatedand unaffiliated broker-dealer firms (the "Selling Broker-Dealers") registered under the Securities Exchange Act of1934, as amended (the “1934 Act”), who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”)and who have entered into selling agreements with us and the principal underwriter, CBSI.

Weand/or our affiliates pay the Selling Broker-Dealers compensation for the promotion and sale of the Contract.  The SellingAgents who solicit sales of the Contract typically receive a portion of the compensation paid by the Company to the Selling Broker-Dealersin the form of commissions or other compensation, depending on the agreement between the Selling Broker-Dealer and the SellingAgent.  The Selling Agents are also licensed as insurance agents by applicable state insurance authorities and appointedas agents of the Company.  Selling Agents who are registered representatives of CBSI or our affiliates are also eligiblefor various cash benefits, such as bonuses, insurance benefits and financing arrangements, and non-cash items that we may jointlyprovide with CBSI or our affiliates. Non-cash items include conferences, seminars and trips (including travel, lodging and mealsin connection therewith), entertainment, merchandise and other similar items. Sales of the Contracts may help registered representativesof CBSI qualify for such benefits.

Theamount and timing of commissions we may pay to Selling Broker-Dealers may vary depending on the selling agreement and the contractsold but is not expected to be more than 7.25% of the Purchase Payment. We may pay or allow other promotional incentives or paymentsin the form of cash or other compensation to the extent permitted by FINRA rules and other applicable laws and regulations.

Wealso pay compensation to wholesaling broker-dealers or other firms or intermediaries, including payments to affiliates of ours,in return for wholesaling services such as providing marketing and sales support, product training and administrative servicesto the Selling Agents of the Selling Broker-Dealers.  These allowances may be based on a percentage of the PurchasePayment.

Inaddition to the compensation described above, we may make additional cash payments, in certain circumstances referred to as"override" compensation or reimbursements to Selling Broker-Dealers in recognition of their marketing anddistribution, transaction processing and/or administrative services support.  These payments are not offered to allSelling Broker-Dealers, and the terms of any particular agreement governing the payments may vary among SellingBroker-Dealers depending on, among other things, the level and type of marketing and distribution support provided. Marketingand distribution support services may include, among other services, placement of the Company’s products on the SellingBroker-Dealers’ preferred or recommended list, increased access to the Selling Broker-Dealers’ registeredrepresentatives for purposes of promoting sales of our products, assistance in training and education of the Selling Agents,and opportunities for us to participate in sales conferences and educational seminars.  The payments orreimbursements may be calculated as a percentage of the particular Selling Broker-Dealer’s actual or expected aggregatesales of our indexed annuity contracts (including the Contract) and/or may be a fixed dollar amount. Broker-dealers receivingthese additional payments may pass on some or all of the payments to the Selling Agent.

Youshould ask your Selling Agent for further information about what commissions or other compensation he or she, or the Selling Broker-Dealerfor which he or she works, may receive in connection with your purchase of a Contract.

Commissionsand other incentives or payments described above are not charged directly to you. We intend to recoup commissions and other salesexpenses through fees and charges deducted under the Contract.

CyberSecurity

Ourbusiness is highly dependent upon the effective operation of our computer systems and those of our business partners, so thatour business is potentially susceptible to operational and information security risks resulting from a cyber-attack. These risksinclude, among other things, the theft, misuse, corruption and destruction of data maintained online or digitally, denial of serviceon websites and other operational disruption and unauthorized release of confidential customer information. Cyber-attacks affectingus, CBSI, and intermediaries may adversely affect us and your Contract Value. Forinstance, cyber-attacks may interfere with our processing of Contract transactions, impact our ability to calculate Credited IndexInterest, cause the release and possible destruction of confidential Owner or business information, impede order processing, subjectus and/or CBSI and intermediaries to regulatory fines and financial losses and/orcause reputational damage. There can be no assurance that we or CBSI will avoid lossesaffecting your Contract due to cyber-attacks or information security breaches in the future.

Authorityto Change

Onlythe President or Secretary of the Company may change or waive any of the terms of your Contract. Any change must be in writingand signed by the President or Secretary of the Company.

Incontestability

Weconsider all statements in your application (in the absence of fraud) to be representations and not warranties. We will not contestyour Contract.

Misstatementof Age or Gender

Ifan Annuitant’s date of birth or gender is misstated, we will adjust the income payments under this Contract to be equalto the payout amount the Contract would have purchased based on the Annuitant’s correct date of birth and/or gender. Wewill add any underpayments to the next payment. We will subtract any overpayment from future payments. We will not credit or chargeany interest to any underpayment or overpayment.

Conformitywith Applicable Laws

Theprovisions of the Contract conform to the minimum requirements of the state of issue. The laws of the state of issue control anyconflicting laws of any other state in which the Owner may live on or after the Contract Issue Date. If any provision of yourContract is determined not to provide the minimum benefits required by the state in which the Contract is issued, such provisionwill be deemed to be amended to conform or comply with such laws or regulations. Further, the Company will amend the Contractto comply with any changes in law governing the Contract or the taxation of benefits under the Contract.

Reportsto Owners

Atleast annually, we will mail a report to you at your last known address of record, a report that will state the Contract Value,Surrender Value, withdrawals made since the last report and any other information required by any applicable law or regulation.

Youalso will receive confirmations of each financial transaction, such as transfers, withdrawals, and surrenders.

Changeof Address

Youmay change your address by writing to us at our Administrative Office. If you change your address, we will send a confirmationof the address change to both your old and new addresses.

Inquiries

Youmay make inquiries regarding your Contract by writing to us or calling us at our Administrative Office.

CorporateHistory of the Company

(tobe updated by amendment)

MEMBERSLife Insurance Company

Weare a wholly-owned indirect subsidiary of CMFG Life Insurance Company (“CMFG Life”) and a direct wholly-owned subsidiaryof CUNA Mutual Investment Corporation (“CMIC”). We were formed by CMFG Life on February 27, 1976, as a stock lifeinsurance company under the laws of the State of Wisconsin for the purpose of writing credit disability insurance. The originalname of the Company was CUDIS Insurance Society, Inc. On August 3, 1989, the Company’s name changed to CUMIS Life Insurance,Inc., and was subsequently changed to its current name on January 1, 1993. League Life Insurance Company (Michigan) merged intothe Company on January 1, 1992 in connection with the concurrent merger of MEMBERS Life Insurance Company (Texas) into the Company.We re-domiciled from Wisconsin to Iowa on May 3, 2007. On February 17, 2012, we amended and restated our Articles of Incorporationto change our purpose to be the writing of any and all of the lines of insurance and annuity business authorized by Iowa CodeChapter 508 and any other line of insurance or annuity business authorized by the laws of the State of Iowa. Currently, we haveno employees.

CMFGLife is a stock insurance company organized on May 20, 1935 and domiciled in Iowa. CMFG Life is one of the world’s largestdirect underwriters of credit life and disability insurance, and is a major provider of qualified pension products to credit unions.Further, CMFG Life and its affiliated companies currently offer deferred and immediate annuities, individual term and permanentlife insurance, and accident and health insurance. In 2012, CMFG Life was reorganized as a wholly-owned subsidiary of TruStageFinancial Group, Inc. (f/k/a CUNA Mutual Financial Group, Inc.) which is a wholly-owned subsidiary of CUNA Mutual Holding Company(“CM Holding”), a mutual holding company organized under the laws of the State of Iowa.

TheCompany is authorized to sell life, health, and annuity policies in all states in the U.S. and the District of Columbia, exceptNew York. In 2019, approximately 60%, 25% and 5% of the premiums paid under policies issued by the Company were generated in Michigan,Texas and California, respectively. No other state accounts for more than 5% of the premiums paid under policies issued by theCompany for the year ended December 31, 2019. In 2019, approximately 7% of annuity contract sales were generated in Pennsylvania,6% were in Michigan and Wisconsin, and 5% were in Texas, Iowa and Florida. No other state accounts for more than 5% of annuitycontract sales. As of December 31, 2019, we had more than $4,538 million in assets and we had more than $72,193 million of lifeinsurance in force.

InAugust 2013, the Company began issuing this Contract under the name “MEMBERS^® Zone Annuity”. InJuly 2016, the Company began issuing a flexible premium variable and index-linked deferred annuity contract under the name“MEMBERS^® Horizon Flexible Premium Deferred Variable and Index Linked Annuity” contract. InDecember 2018, the Company began issuing a flexible premium deferred variable and index linked annuity contract under thename “MEMBERS^® Horizon II Flexible Premium Deferred Variable and Index Linked Annuity” contract.In August 2019, the Company began issuing a single premium deferred modified guaranteed index annuity contract under the nameCUNA Mutual Group Zone Income^TM Annuity. These annuity contracts account for all of the new sales of the Company.The Company also serves existing blocks of individual and group life policies.

CMFGLife provides significant services required in the conduct of the Company’s operations. We have entered into a Cost Sharing,Procurement, Disbursement, Billing and Collection Agreement for the administration of our business pursuant to which CMFG Lifeperforms certain administrative functions related to agent licensing, payment of commissions, actuarial services, annuity policyissuance and service, accounting and financial compliance, market conduct, general and informational services and marketing aswell as share certain resources and personnel with us; and pursuant to which CMFG Life provides us with certain procurement, disbursement,billing and collection services.

Youmay write us at 2000 Heritage Way, Waverly, Iowa 50677-9202, or call us at 1-800-798-5500.

Weshare office space with our indirect parent, CMFG Life. CMFG Life occupies office space in Madison, Wisconsin, and Waverly, Iowathat is owned by CMFG Life. Expenses associated with the facilities are allocated to us through the Amended and Restated ExpenseSharing Agreement that we entered into with CMFG Life on January 1, 2015.

FinancialInformation

Ourfinancial statements have been prepared in accordance with U.S. GAAP.

Investments

Ourinvestment portfolio consists primarily of fixed income securities.

Reinsurance(to be updated by amendment)

Wereinsure our life insurance exposure with an affiliated insurance company under a traditional indemnity reinsurance arrangement.We entered into a coinsurance agreement with CMFG Life in 2012. Under this agreement, weagreed to cede 95% of all insurance in force, including annuity contracts, as of October 31, 2012 to CMFG Life. On September 30,2015, the Company amended its coinsurance agreement with CMFG Life and now cedes 100% of its insurance policies in force to CMFGLife. In 2013, we entered into a second coinsurance agreement to cede 100% of all business issued on and after January 1, 2013to CMFG Life. On November 1, 2015, we entered into a Coinsurance and Modified Coinsurance Agreement with CMFG Life to cede 100%of the business related to MEMBERS^® Horizon Flexible PremiumDeferred Variable and Index Linked Annuity. On October 15, 2018, we amended the Coinsuranceand Modified Coinsurance Agreement with CMFG Life to cede 100% of the business related to MEMBERS^® Horizon II FlexiblePremium Variable and Index Linked Annuity contracts. On August 19, 2019, we entered into a Coinsurance Agreement with CMFG Lifeto cede 100% of the business related to CUNA Mutual Group Zone Income^TM Annuity. These agreements do not relieve usof our obligations to our policyholders under contracts covered by these agreements. However, they do transfer nearly all of theCompany’s underwriting profits and losses to CMFG Life and require CMFG Life to indemnify the Company for nearly all ofits liabilities.

PolicyLiabilities and Accruals

Theapplicable accounting standards and state insurance laws under which we operate require that we record policy liabilities to meetthe future obligations associated with all of our outstanding policies.  

PotentialRisk Factors That May Affect Our Business and Our Future Results

(tobe updated by amendment)

Althougheconomic conditions both domestically and globally have continued to improve since the recession from late 2007 through the firsthalf of 2009, we remain vulnerable to market uncertainty and continued financial instability of national, state and local governments.Conditions in the global capital markets and economy could deteriorate in the near future and affect our financial position andour level of earnings from our operations.

Marketsin the United States and elsewhere remain subject to volatility and disruption. Any future economic downturn or market disruptioncould negatively impact our ability to invest our funds.

Specifically,if market conditions deteriorate in 2021 or beyond:

Theprincipal sources of our liquidity are monthly settlements under the coinsurance agreements with CMFG Life, annuity deposits,investment income, proceeds from the sale, maturity and call of investments and capital contributions from CMFG Life.

Governmentalinitiatives intended to improve global and local economies that have been adopted may not be effective and, in any event, maybe accompanied by other initiatives, including new capital requirements or other regulations that could materially affect ourresults of operations, financial condition and liquidity in ways that we cannot predict.

Weare subject to extensive laws and regulations that are administered and enforced by a number of different regulatory authoritiesincluding state insurance regulators, the National Association of Insurance Commissioners (“NAIC”) and the Securitiesand Exchange Commission (“SEC”). Some of these authorities are or may in the future consider enhanced or new regulatoryrequirements intended to prevent future crises or otherwise assure the stability of institutions under their supervision. Theseauthorities may also seek to exercise their supervisory or enforcement authority in new or more robust ways. All of these possibilities,if they occurred, could affect the way we conduct our business and manage our capital, and may require us to satisfy increasedcapital requirements, any of which in turn could materially affect our results of operations, financial condition and liquidity.

Weface potential competition from companies that have greater financial resources, broader arrays of products, higher ratings andstronger financial performance, which may impair our ability to attract new customers and maintain our profitability and financialstrength. It may also impair our ability to retain customers which could increase surrenders and impact profitability and financialstrength.

Weoperate in a highly competitive industry. Many of our competitors are substantially larger and enjoy substantially greater financialresources, claims-paying ability and financial strength, broader and more diversified product lines and more widespread distributionrelationships. Our annuity products compete with fixed indexed, traditional fixed rate and variable annuities (and combinationsthereof) sold by other insurance companies and also with mutual fund products, traditional bank investments and other investmentand retirement funding alternatives offered by asset managers, banks and broker-dealers. Our annuity products also compete withproducts of other insurance companies, financial intermediaries and other institutions based on a number of factors, includingcrediting rates, policy terms and conditions, services provided to distribution channels and policyholders, ratings, reputationand distribution compensation.

Ourability to compete will depend in part on rates of interest credited to policyholder account balances or the parameters governingthe determination of index credits which is driven by our investment performance. We will not be able to accumulate and retainassets under management for our products if our investment results underperform the market or the competition, since such underperformancelikely would result in asset withdrawals and reduced sales.

Wecompete for distribution sources for our products. We believe that our success in competing for distributors will depend on factorssuch as our financial strength, the services we provide to, and the relationships we develop with these distributors and offeringcompetitive commission structures. Our distributors will generally be free to sell products from whichever providers they wish,which makes it important for us to continually offer distributors products and services they find attractive. If our productsor services fall short of distributors' needs, we may not be able to establish and maintain satisfactory relationships with distributorsof our annuity products. Our ability to compete will also depend in part on our ability to develop innovative new products andbring them to market more quickly than our competitors. In order for us to compete in the future, we will need to continue tobring innovative products to market in a timely fashion. Otherwise, our revenues and profitability could suffer.

Theloss of key executives could disrupt our operations.

Oursuccess depends in part on the continued service of key executives within our Company and CMFG Life’s ability to attractand retain additional executives and employees. The loss of key executives or CMFG Life’s inability to recruit and retainadditional qualified personnel, could cause disruption in our business and prevent us from fully implementing our business strategies,which could materially and adversely affect our business, growth and profitability.

Changesin state and federal regulation may affect our profitability.

Weare subject to regulation under applicable insurance statutes, including insurance holding company statutes, in the various statesin which we transact business. Insurance regulation is intended to provide safeguards for policyholders rather than to protectshareholders of insurance companies or their holding companies. As increased scrutiny has been placed upon the insurance regulatoryframework, a number of state legislatures have considered or enacted legislative proposals that alter, and in many cases increase,state authority to regulate insurance companies and holding company systems.

Regulatorsoversee matters relating to trade practices, policy forms, claims practices, guaranty funds, types and amounts of investments,reserve adequacy, insurer solvency, minimum amounts of capital and surplus, transactions with related parties, changes in controland payment of dividends.

Stateinsurance regulators and the NAIC continually reexamine existing laws and regulations and may impose changes in the future.

Weare subject to the NAIC's risk-based capital requirements which are intended to be used by insurance regulators as an earlywarning tool to identify deteriorating or weakly capitalized insurance companies for the purpose of initiating regulatoryaction. We also may be required, under solvency or guaranty laws of most states in which we do business, to pay assessmentsup to certain prescribed limits to fund policyholder losses or liabilities for insolvent insurance companies.

Althoughthe federal government does not directly regulate the insurance business, federal legislation and administrative policies in severalareas, including pension regulation, anti-discrimination regulation financial services regulation, securities regulation and federaltaxation, can significantly affect the insurance business. In addition, legislation has been enacted that could result in thefederal government assuming some role in the regulation of the insurance industry.

TheDodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) enacted in July 2010 made sweeping changesto the regulation of financial services entities, products and markets. The Dodd-Frank Act directed existing and newly-createdgovernment agencies and bodies to perform studies and promulgate a multitude of regulations implementing the law, a process thathas substantially advanced but is not yet complete. While a number of studies and much of the rule-making process has alreadybeen completed, there continues to be uncertainty regarding the results of ongoing studies and the ultimate requirements of regulationsthat have not yet been adopted. Although the current presidential administration has indicated a desire to revise or reverse someof its provisions, the fate of these proposals is unclear, and we cannot predict with certainty how the Dodd-Frank Act will continueto affect the financial markets generally, or impact our business, ratings, results of operations, financial condition or liquidity.

Amongother things, the Dodd-Frank Act imposes a comprehensive new regulatory regime on the over-the-counter (“OTC”) derivativesmarketplace and grants new joint regulatory authority to the SEC and the U.S. Commodity Futures Trading Commission (“CFTC”)over OTC derivatives. While the SEC and CFTC continue to promulgate rules required by the Dodd-Frank Act, most rules have beenfinalized and, as a result, certain of the Company’s derivatives operations are subject to, among other things, new recordkeeping,reporting and documentation requirements and new clearing requirements for certain swap transactions (currently, certain interestrate swaps and index-based credit default swaps; cleared swaps require the posting of margin to a clearinghouse via a futurescommission merchant and, in some case, to the futures commission merchant as well).

Inaddition, in the latter part of 2015, U.S. federal banking regulators and the CFTC adopted regulations that will require swapdealers, security-based swap dealers, major swap participants and major security-based swap participants (“Swap Entities”)to post margin to, and collect margin from, their OTC swap counterparties (the “Margin Rules”). Pursuant to the MarginRules, the Company is required to exchange variation margin with its derivatives counterparties that are Swap Entities and itmay be required to exchange initial margin with such counterparties went effective in September 2020.

Otherregulatory requirements may indirectly impact us. For example, non-U.S. counterparties of the Company may also be subject to non-U.S.regulation of their derivatives transactions with the Company. In addition, counterparties regulated by the Prudential Regulators(which consist of the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the FDIC,the Farm Credit Administration, and the Federal Housing Finance Agency) are subject to liquidity, leverage and capital requirementsthat impact their derivatives transactions with the Company. Collectively, these new requirements have increased the direct andindirect costs of our derivatives activities and may further increase them in the future.

TheDodd-Frank Act also established a Federal Insurance Office (“FIO”) under the U.S. Treasury Department. Althoughthe Federal Insurance Office was not granted general supervisory authority over the insurance industry, it is authorized to,among other things, (1) monitor all aspects of the insurance industry and of lines of business other than certain healthinsurance, certain long-term care insurance and crop insurance and (2) recommend changes to the state system of insuranceregulation to the U.S. Congress. The FIO was required to issue several reports to Congress on the insurance industry, mostnotably, (i) a report on “how to modernize and improve the system of insurance regulation in the United States”,and (ii) a report on “the breadth and scope of the global reinsurance market and the critical role such market plays insupporting insurance in the United States.” The FIO has completed such reports and it remains to be seen whether eitherof the FIO’s reports will affect the manner in which insurance and reinsurance are regulated in the U.S. and, thereby,the Company’s business.

TheDodd-Frank Act also established the Financial Stability Oversight Council (the “FSOC”), which is charged with identifyingrisks to the financial stability of the U.S. financial markets, promoting market discipline, and responding to emerging threatsto the stability of the U.S. financial markets. The FSOC is empowered to make recommendations to primary financial regulatoryagencies regarding the application of new or heightened standards and safeguards for financial activities or practices, and certainparticipation in such activities, that threaten the stability of the U.S. financial markets. In addition, the FSOC is authorizedto determine whether an insurance company is systematically significant and to recommend that it should be subject to enhancedprudential standards and to supervision by the Board of Governors of the Federal Reserve System. In April 2012, the FSOC approvedits final rule for designating non-bank financial companies as systemically important financial institutions (“SIFI”).Under the final rule, the Company’s assets, liabilities and operations do not currently satisfy the financial thresholdsthat serve as the first step of the three-stage process to designate a non-bank financial company as a SIFI. While recent developmentssuggest that it is unlikely that FSOC will be designating additional non-bank financial companies as systematically significant,there can be no assurance of that unless and until FSOC’s authority to do so has been rescinded.

Separatefrom any SIFI designation, the Company could potentially be subject to the orderly liquidation authority of the FederalDeposit Insurance Corporation (“FDIC”), in accordance with Title II of the Dodd-Frank Act. Title II of theDodd-Frank Act provides that the FDIC, under certain circumstances, may be appointed receiver of a “covered financialcompany,” which could include an insurance company, for purposes of liquidating such company. This would apply toinsurance companies in a limited context, where the relevant state insurance regulator has failed to act within 60 days aftera determination has been made to subject the insurance company to the FDIC’s orderly liquidation authority, andresolution by the FDIC would be in accordance with state insurance law. The uncertainty about regulatory requirements couldinfluence the Company’s product line or other business decisions with respect to some product lines.

Additionally,Dodd-Frank created the Consumer Financial Protection Bureau (“CFPB”), an independent division of the Department ofTreasury with jurisdiction over credit, savings, payment, and other consumer financial products and services, but excluding investmentproducts already regulated by the SEC or the CFTC. The CFPB has supervisory authority over certain non-banks whose activitiesor products it determines pose risks to consumers. In addition to promulgating rules that could impose compliance obligationson the Company, the CFPB continues to bring enforcement actions involving a growing number of issues, including actions broughtjointly with state Attorneys General, which could directly or indirectly affect the Company. Additionally, the CFPB is exploringthe possibility of helping Americans manage their retirement savings and is considering the extent of its authority in that area.The Company is unable at this time to predict the impact of the CFPB’s activities on the Company.

Althoughthe full impact of the Dodd-Frank Act cannot be determined until all of the various studies mandated by the law are conductedand all implementing regulations are adopted, many of the legislation’s requirements could have profound and/or adverseconsequences for the financial services industry, including for the Company. The Dodd-Frank Act could make it more expensive forthe Company to conduct business, require the Company to make changes to its business model, or satisfy increased capital requirements.Additionally, there is substantial uncertainty as to whether aspects of the Dodd-Frank Act or regulatory bodies established thereunderwill be impacted by regulatory or legislative changes made by the Trump administration or Congress.

Regulationof Broker-Dealers and Sales of Insurance Products

Thesales of our insurance products could also be adversely affected to the extent that some or all of the firms that distribute ourproducts face heightened regulatory scrutiny, increased regulation and potentially heightened litigation risks that cause themto de-emphasize sales of the types of products issued by us. 

TheSEC adopted a series of rules related to the standard of care owed by a broker-dealer to its customers (“Regulation BI”),and the creation of a Form CRS Relationship Summary. The obligations of Regulation BI and Form CRS generally became effectiveon June 30, 2020. Among other things, Regulation BI would impose a “best interest” standard of care on broker-dealersmaking recommendations to their customers. Broker-dealers and investment advisers would be required to provide the Form CRS RelationshipSummary to their customers. The Form is designed to provide information about the broker-dealer or investment adviser to theircustomers. The changes under Regulation BI and the Form CRS could increase our overall compliance costs. In addition, these changesmay lead to greater exposure to legal claims in certain circumstances, including an increased risk of regulatory enforcement actionsor potentially private claims.

Thereis also a possibility that the various states may develop rules raising the standard of care owed by insurance agents to theircustomers. For example, the NAIC has been working towards the adoption of revisions to the NAIC’s Suitability in AnnuityTransactions Model Regulation that would impose a requirement that any recommendation of an annuity product be in the consumer’sbest interest. As a result, as this or similar changes are adopted by our state insurance regulator(s) and made applicable tous or the third-party firms that distribute our products, they could have an adverse impact on our business. Whether other stateproposals, or the proposed amendments to the NAIC’s Suitability in Annuity Transactions Model Regulation, will ultimatelybe adopted is uncertain.

Eventsoutside of our control may negatively affect our business continuity, results of operations and financial performance

Theoccurrence of a disaster, such as a natural catastrophe, pandemic, industrial accident, blackout, terrorist attack, war, cyberattack,computer virus, insider threat, unanticipated problems with our disaster recovery processes, a support failure from external providersor other events outside of our control, could have an adverse effect on our ability to conduct business and on our results ofoperations and financial condition, particularly if those events affects our computer-based data processing transmission, storage,and retrieval systems or destroy data. If a significant number of employees were unavailable in the event of a disaster, our abilityto effectively conduct business could be severely compromised. Our systems are also subject to compromise from internal threats.

Inaddition to disruptions to our operations, period of market volatility may occur in response to pandemics or other events outsideof our control. For example, in December 2019, a novel strain of coronavirus surfaced in Wuhan, China, which has resulted in thetemporary closure of many corporate offices, retail stores, and manufacturing facilities and factors around the world. As thepotential impact on global markets from the coronavirus is difficult to predict, the extent to which the coronavirus may negativelyaffect our results of operations and financial performance or the duration of any potential business disruption is uncertain.Any potential impact to our results of operations and financial performance will depend to a large extent on future developmentsand new information that may emerge regarding the duration and severity of the coronavirus and the actions taken by authoritiesand other entities to contact the coronavirus or treat its impact, all of which are beyond our control. These potential impacts,while uncertain, could adversely affect our results of operations and financial performance.

Changesin federal income taxation laws may affect sales of our products and profitability.

Theannuity products that we market generally provide the policyholder with certain federal income tax advantages. For example, federalincome taxation on any increases in non-qualified annuity contract values (i.e., the "inside build-up") is deferreduntil it is received by the policyholder. With other savings and investments, such as certificates of deposit and taxable bonds,the increase in value is generally taxed each year as it is earned.

Fromtime to time, various tax law changes have been proposed that could have an adverse effect on our business, including theelimination of all or a portion of the income tax advantages for annuities. If legislation were enacted to eliminate the taxdeferral for annuities, such a change may have an adverse effect on our ability to sell non-qualified annuities.Non-qualified annuities are annuities that are not sold to a qualified retirement plan.

Distributionsfrom non-qualified annuity policies have been considered "investment income" for purposes of the Medicare tax on investmentincome contained in the Health Care and Education Reconciliation Act of 2010. As a result, in certain circumstances, a 3.8% tax("Medicare Tax") may be applied to some or all of the taxable portion of distributions from non-qualified annuitiesto individuals whose income exceeds certain threshold amounts. This new tax may have an adverse effect on our ability to sellnon-qualified annuities to individuals whose income exceeds these threshold amounts and could accelerate withdrawals due to thisadditional tax. The constitutionality of the Health Care and Education Reconciliation Act of 2010 is currently the subject ofmultiple litigation actions initiated by various state attorneys general, and the Act is also the subject of several proposalsin the U.S. Congress for amendment and/or repeal. The outcome of such litigation and legislative action as it relates to the 3.8%Medicare Tax is unknown at this time.

Weface risks relating to litigation, including the costs of such litigation, management distraction and the potential for damageawards, which may adversely impact our business.

Wemay become involved in litigation, both as a defendant and as a plaintiff, relating to claims arising out of our operations inthe normal course of business. In addition, state regulatory bodies, such as state insurance departments, the SEC, FINRA, theDepartment of Labor, and other regulatory bodies regularly make inquiries and conduct examinations or investigations of companiesin the annuity business concerning compliance with, among other things, insurance laws, securities laws, the Employee RetirementIncome Security Act of 1974, as amended, and laws governing the activities of broker-dealers. Companies in the annuity businesshave faced litigation, including class action lawsuits, alleging improper product design, improper sales practices and similarclaims. There can be no assurance that any future litigation will not have a material adverse effect on our business, financialcondition or results of operations through distraction of our management or otherwise.

SelectedFinancial Data

(tobe updated by amendment) 

Thefollowing selected financial data is derived from the Company’s financial statements and should be read in conjunction withthe discussion under Management's Discussion and Analysis of Financial Condition and Results of Operations. The results of operationsdata for the years ended December 31, 2019, 2018 and 2017 and the balance sheet data as of December 31, 2019 and 2018 should beread in conjunction with our financial statements and related notes appearing elsewhere in this Prospectus. The results for thepast periods are not necessarily indicative of results that may be achieved in future periods. The Company entered into reinsuranceagreements in 2019, 2015, 2013 and 2012 which significantly impact the Company’s financial results and presentation. SeeNote 7 of the Notes to Financial Statements appearing elsewhere in this Prospectus for additional information on these agreements.

Management’sDiscussion and Analysis of Financial Condition and Results of Operations

(tobe updated by amendment)

Management'sDiscussion and Analysis of Financial Condition and Results of Operations reviews our financial condition at December 31,2019 and December 31, 2018; our results of operations for the years ended December 31, 2019 and 2018; and whereappropriate, factors that may affect future financial performance. A discussion on the Results of Operations for the yearended December 31, 2017 is included in the ‘MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS” section in the prospectus to the Form S-1/A as filed on April 18, 2019 (File No. 333-222172).This discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in thisProspectus. The dollar amounts disclosed in this Management’s Discussion and Analysis of Financial Condition andResults of Operations are in thousands.

CautionaryStatement Regarding Forward-Looking Information

Allstatements, trend analyses and other information contained in this Prospectus and elsewhere (such as in press releases, presentationsby us, our immediate parent CMIC or CM Holding, our management or oral statements) relative to markets for our products and trendsin our operations or financial results, as well as other statements including words such as "anticipate", "believe","plan", "estimate", "expect", "intend", and other similar expressions, constitute forward-lookingstatements. The Company cautions that these statements may vary from actual results and the differences between these statementsand actual results can be material. Accordingly, the Company cannot assure you that actual results will not differ materiallyfrom those expressed or implied by the forward-looking statements. Factors that could contribute to these differences include,among other things:

The outbreak of the novel strain of coronavirus in 2020, specifically identified as "COVID-19",has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which includethe implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businessesglobally resulting in an economic slowdown. The Company has enacted its business interruption plans and is able to continue tooperate effectively. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the effectiveness of theinterventions put in place. It is currently not possible to reliably estimate the length and severity of these developments andthe impact on the financial results and condition of the Company in future periods.  Further, these uncertainties have thepotential to negatively affect the risk of credit default for the issuers of debt securities held by the Company, requiring anadditional credit loss allowance.  Additionally, the Company has reinsurance recoverable and assets on deposit balancesthat are not collateralized, and the Company retains the risk of loss in the event CMFG Life is unable to meet its obligationsassumed under the reinsurance agreements. The Company believes the risk of non-collection (from its upstream parent) continuesto be remote, but the impacts of the COVID-19 outbreak are not yet fully understood. The Company has a strong capital position,low leverage and high liquidity and expects to be able to address its ongoing obligations. 

Fora detailed discussion of these and other factors that might affect our performance see the section entitled "Potential RiskFactors That May Affect Our Business and Our Future Results."

Overview

(tobe updated by amendment) 

TheCompany is a wholly-owned indirect subsidiary of CMFG Life and a direct wholly-owned subsidiary of CMIC. Our ultimate parent isCM Holding, a mutual insurance holding company organized under the laws of Iowa. On May 3, 2007, the Company re-domiciled fromWisconsin to Iowa. On February 17, 2012, the Company amended and restated our Articles of Incorporation to change our purposeto be the writing of any and all of the lines of insurance and annuity business authorized by Iowa Code Chapter 508 as authorizedby the laws of the State of Iowa.

TheCompany is authorized to sell life, health and annuity policies in all states in the U.S. and the District of Columbia, exceptNew York. The following table identifies states with premiums greater than 5% of total direct premium and states with depositson annuity contracts greater than 5% of total deposits. Results associated with the deposits on annuity contracts include MEMBERS^®Zone Annuity, MEMBERS^® Horizon Flexible Premium Deferred Variable and Index Linked Annuity, MEMBERS^®Horizon II Flexible Premium Deferred Variable and Index Linked Annuity and CUNA Mutual Group Zone Income™ Annuity.

Noother state represents more than 5% of the Company’s premiums or deposits for any year in the three years ended December31, 2020.

Asof December 31, 2020 and 2019, the Company had more than $____ million and $___ million in assets and more than $__ million and$__ million of life insurance in force, respectively.

TheCompany services existing closed blocks of individual and group life policies. In August 2013, the Company began issuing a singlepremium deferred index annuity contract under the name “MEMBERS^® Zone Annuity”. In July 2016, the Companybegan issuing a flexible premium variable and index-linked deferred annuity contract under the name “MEMBERS^®Horizon Flexible Premium Deferred Variable and Index Linked Annuity”. In December 2018, the Company began issuing a flexiblepremium variable and index-linked deferred annuity contract under the name “MEMBERS^® Horizon II FlexiblePremium Deferred Variable and Index Linked Annuity”. In August 2019, the Company began issuing a single premium deferredmodified guaranteed index annuity contract under the name “CUNA Mutual Group Zone Income™ Annuity.” These fourannuity contracts account for all the new sales of the Company. The Company distributes the annuity contracts through multipleface-to-face distribution channels, including:

TheCompany entered into a Coinsurance Agreement with CMFG Life in 2012. Under this agreement, the Company agreed to cede 95% of allinsurance in force as of October 31, 2012 to CMFG Life. On September 30, 2015, the Company amended the Coinsurance Agreement withCMFG Life and now cede 100% of our insurance policies in force to CMFG Life. In 2013, the Company entered into a second agreementto cede 100% of the business related to MEMBERS^® Zone Annuity Contracts to CMFG Life. On November 1, 2015, theCompany entered into a Coinsurance and Modified Coinsurance Agreement with CMFG Life to cede 100% of the business related to MEMBERS^®Horizon Flexible Premium Deferred Variable and Index Linked Annuity contracts. On October 15, 2018, the Company amendedthe Coinsurance and Modified Coinsurance Agreement with CMFG Life to cede 100% of the business related to MEMBERS^®Horizon II Flexible Premium Deferred Variable and Index Linked Annuity contracts. On August 19, 2019, the Company entered intoa reinsurance agreement with CMFG Life to cede 100% of the business related to CUNA Mutual Group Zone Income Annuity contracts.In December, 2019, the Company filed a replacement reinsurance agreement, which consolidates and replaces the three separate agreementsrelated to its annuity contracts (the 2013, 2015 and 2019 agreements), with the Company’s state of domicile. This replacementagreement was approved by the regulator in January 2020 and effective in 2019. These agreements do not relieve us of our obligationsto our policyholders under contracts covered by these agreements. However, they do transfer all of the Company’s underwritingprofits and losses to CMFG Life and require CMFG Life to indemnify the Company for all of its liabilities. As a result, the Companybelieves its profitability from insurance operations going forward will be minimal.

CMFGLife provides significant services required in the conduct of the Company’s operations pursuant to a Cost Sharing, Procurement,Disbursement and Billing and Collection Agreement. CMFG Life allocates expenses to us on the basis of estimated time spent byemployees of CMFG Life on Company matters and the use of operational resources. Management believes the allocations of expensesare reasonable and that the results of the Company’s operations may have materially differed in a negative manner from theresults reflected in the accompanying financial statements if the Company did not have this relationship.

CriticalAccounting Policies

Thecomplexity of the business environment and applicable authoritative accounting guidance requires us to closely monitor our accountingpolicies. The following summary of our critical accounting policies is intended to enhance your ability to assess our financialcondition and results of operations and the potential volatility due to changes in estimates.

Useof Estimates - The preparation of financial statements in conformity with U.S. GAAPrequires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosureof contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expensesduring the reporting period. Actual results could differ from those estimates and in some cases the difference could be material.Investment valuations, embedded derivatives, claim and policyholder benefit reserves and deferred tax asset valuation reservesare most affected by the use of estimates and assumptions.

Investments -Investments in debt securities are classified as available-for-sale and are carried at fair value. Unrealized gains andlosses on investments in debt securities, net of federal income taxes, are included in accumulated othercomprehensive income (loss) as a separate component of stockholder’s equity.

Fairvalue is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transactionbetween market participants at the measurement date.

Thefair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value of assets and liabilities intothree broad levels. The Company has categorized its financial instruments, based on the degree of subjectivity inherent in thevaluation technique, as follows:

Forpurposes of determining the fair value of the Company’s investments, observable inputs are those inputs used by market participantsin valuing financial instruments, which are developed based on market data obtained from independent sources. The Company usesprices and inputs that are current as of the measurement date. In some instances, valuation inputs used to measure fair valuefall into different levels of the fair value hierarchy. The category level in the fair value hierarchy is determined based onthe lowest level input that is significant to the fair value measurement in its entirety. Thehierarchy requires the use of market observable information when available for assessing fair value. TheCompany has no Level 3 investments with unrealized gains or losses included in other comprehensive income (loss).

Our assets and liabilities which are measured at fair value on a recurring basis as of December 31, 2020 are presented below basedon the fair value hierarchy levels.

Ourassets and liabilities which are measured at fair value on a recurring basis as of December 31, 2019 are presented below basedon the fair value hierarchy levels.

Other-Than-TemporaryInvestment Impairments - Investment securities are reviewed for other thantemporary impairment (“OTTI”) on an ongoing basis. The Company creates a watchlist of securities based largely onthe fair value of an investment security relative to its cost basis. When the fair value drops below the Company’s cost,the Company monitors the security for OTTI. The determination of OTTI requires significant judgment on the part of the Companyand depends on several factors, including:

Adebt security is considered other-than-temporarily impaired when the fair value is less than the amortized cost basis and itsvalue is not expected to recover through the Company's holding period of the security. If a credit loss exists, but the Companydoes not intend to sell the impaired debt security and is not more likely than not to be required to sell before recovery, itis required to bifurcate the impairment into the loss that is attributable to credit and non-credit related risk. The credit portionof the OTTI is the difference between the present value of the expected future cash flows and amortized cost. Only the estimatedcredit loss amount is recognized in earnings, with the remainder of the loss amount recognized in other comprehensive income (loss).If the Company intends to sell, at the time this determination is made, the Company records a realized loss equal to the differencebetween the amortized cost and fair value. The fair value of the other-than-temporarily impaired security becomes its new costbasis. In determining whether an unrealized loss is expected to be other than temporary, the Company considers, among other factors,any plans to sell the security, the severity of impairment, financial position of the issuer, recent events affecting the issuer’sbusiness and industry sector, credit ratings, and the ability of the Company to hold the investment until the fair value has recoveredat least its original cost basis.

Forsecuritized debt securities, the Company considers factors including residential property changes in value that vary by propertytype and location and average cumulative collateral loss rates that vary by vintage year. These assumptions require the use ofsignificant management judgment and include the probability of issuer default and estimates regarding timing and amount of expectedrecoveries. In addition, projections of expected future debt security cash flows may change based upon new information regardingthe performance of the issuer and/or underlying collateral.

Forcertain securitized financial assets with contractual cash flows, the Company is required to periodically update its best estimateof cash flows over the life of the security. If the fair value of a securitized financial asset is less than its cost or amortizedcost and there has been a decrease in the present value of the estimated cash flows since the last revised estimate, consideringboth timing and amount, an OTTI charge is recognized. The Company also considers its intent and ability to retain a temporarilyimpaired security until recovery. Estimating future cash flows involves judgment and includes both quantitative and qualitativefactors. Such determinations incorporate various information and assessments regarding the future performance of the underlyingcollateral. In addition, projections of expected future cash flows may change based upon new information regarding the performanceof the underlying collateral.

Managementhas completed a review for other-than-temporarily impaired securities at December 31, 2019, 2018 and 2017 and recorded no OTTI.As a result of the subjective nature of these estimates, however, provisions may subsequently be determined to be necessary asnew facts emerge and a greater understanding of economic trends develops. Consistent with the Company’s practices, OTTIwill be recorded as appropriate and as determined by the Company’s regular monitoring procedures of additional facts.

Assetson Deposit - Assets on deposit represent the amountof policyholder account balances related to reinsurance of the single premium deferred index annuity, single premium deferredmodified guaranteed index annuity and risk control accounts of the flexible premium deferred variable and index linked annuitycontracts. Assets on deposit are accounted for on a basis consistent with accounting for the underlying investment type contracts;therefore, the Company accounts for the reinsurance of these contracts using the deposit method of accounting consistent withthe terms of the reinsurance agreement with CMFG Life. The related contract charges and interest credited to policyholder accountbalances in the statements of operations and comprehensive income (loss) are reported net of the amounts ceded under the agreement.See Note 7 of the Notes to the Financial Statements appearing elsewhere in this Prospectus for a further discussion of the cedingand reinsurance agreements.

DerivativeFinancial Instruments - The Company issues single premium deferred index annuity, single premium deferred modified guaranteedindex annuity and flexible premium deferred variable and index linked annuity contracts that contain embedded derivatives. Derivativesembedded within non-derivative host contracts are separated from the host instrument when the embedded derivative is not clearlyand closely related to the host instrument. Such embedded derivatives are recorded at fair value, and they are reported as partof assets on deposit and policyholder account balances in the balance sheets, with the change in the value being recorded in netrealized investment gains (losses).

Changesin the fair value of the embedded derivative in assets on deposit offset changes in the fair value of the embedded derivativein policyholder account balances; both of these changes are included in net realized investment gains. Accretion of the intereston assets on deposit offsets accretion of the interest on the host contract; both of these activities are included in interestcredited on policyholder account balances and are ceded as part of the ceding and reinsurance agreements.

Reinsurance- Reinsurancepremiums, claims and benefits, commission expense reimbursements, and reserves related to reinsured business ceded are accountedfor on a basis consistent with the accounting for the underlying direct policies that have been ceded and the terms of the reinsurancecontracts. Premiums and insurance claims and benefits in the statements of operations and comprehensive income (loss) are reportednet of the amounts ceded to other companies under such reinsurance contracts. Ceded insurance reserves and ceded benefits paidare included in reinsurance recoverables along with certain ceded policyholder account balances which include mortality risk.A prepaid reinsurance asset is also recorded for the portion of unearned premiums related to ceded policies.

TheCompany entered into a Coinsurance Agreement with CMFG Life, as described previously in the Overview of this Management’sDiscussion and Analysis of Financial Condition and Results of Operations. As consideration for the reinsurance provided underthis agreement, the Company transfers all of its premiums to CMFG Life. Specifically, CMFG Life receives 100% of all premiumsand insurance claims and benefits received on account of our existing life and accident and health insurance business to CMFGLife.

TheCompany entered into a second agreement with CMFG Life, as described previously in the Overview of this Management’s Discussionand Analysis of Financial Condition and Results of Operations, to cede 100% of its MEMBERS^®Zone Annuity investment-type Contracts, the reinsurance is accounted for using the deposit method of accounting.

TheCompany entered into a third agreement with CMFG Life, as described previously in the Overview of this Management’s Discussionand Analysis of Financial Condition and Results of Operations, to cede 100% of its MEMBERS^® Horizon Variable Annuityinvestment-type contracts and MEMBERS^® Horizon II Variable Annuity investment-type contracts, the reinsurance isaccounted for using the deposit method of accounting.

TheCompany entered into a fourth agreement with CMFG Life, as described previously in the Overview of this Management’s Discussionand Analysis of Financial Condition and Results of Operations, to cede 100% of the Company’s CUNA Mutual Group Zone IncomeAnnuity contracts, the reinsurance is accounted for using the deposit method of accounting.

InDecember 2019, the Company filed a replacement reinsurance agreement, which consolidates and replaces the three separate agreementsrelated to its annuity contracts (the 2013, 2015 and 2019 agreements), with the Company’s state of domicile. This replacementagreement was approved by the regulator in January 2020 and was effective in 2019.

SeparateAccounts – Separate accounts representcustomer accounts related to the variable annuity component of the flexible premium deferred variable and index linked annuitycontracts issued by the Company, where investment income and investment gains and losses accrue directly to the contract holderswho bear the investment risk.

Contractholders are able to invest in investment funds managed for their benefit. All of the separate account assets are invested in unitinvestment trusts that are registered with the SEC as of December 31, 2019 and 2018.

Separateaccount assets are legally segregated and may only be used to settle separate account liabilities. Separate account assets arecarried at fair value, which is based on daily quoted net asset values at which the Company could transact on behalf of the contractholder. Separate account liabilities are equal to the separate account assets and represent contract holders’ claims tothe related assets. Contract holder deposits to and withdrawals from the separate accounts are recorded directly to the separateaccount assets and liabilities and are not included in the Company’s statements of operations and comprehensive income (loss).

Chargesmade by the Company to the contract holders’ balances include fees for maintenance, administration, cost of insurance, andsurrenders of contracts prior to the contractually specified dates. Because the Company has entered into agreements with CMFGLife to cede 100% of this business, these revenues are ceded and do not impact the statements of operations and comprehensiveincome (loss). See Note 7 of the Notes to Financial Statements appearing elsewhere in this Prospectus for additional informationon these agreements.

Recognitionof Insurance Revenue and Related Benefits – Term-life and whole-life insurance premiums are recognized as premiumincome when due. Policy benefits for these products are recognized in relation to the premiums so as to result in the recognitionof profits over the expected lives of the policies and contracts.

Policiesnot subject to significant mortality or longevity risk, such as the Company’s single premium deferred index annuity, flexiblepremium deferred variable and index linked annuity and single premium deferred modified guaranteed index annuity contracts, areconsidered investment-type contracts. Amounts collected on these products, with the exceptions of the variable annuity componentof the flexible premium deferred variable and index linked annuity and single premium deferred modified guaranteed index annuity,are recorded as increases in policyholder account balances. The variable annuity component of the flexible premium deferred variableand index linked annuity and single premium deferred modified guaranteed index annuity are recorded in separate account assetsand liabilities. Revenues from investment-type contracts principally consist of net investment income and contract charges suchas expense and Surrender Charges. Expenses for investment-type contracts consist of interest credited to contracts, benefits incurredin excess of related policyholder account balances and policy maintenance costs. Because the Company has entered into reinsuranceagreements with CMFG Life to cede 100% of this business, these revenues and expenses are ceded and do not impact the statementof operations and comprehensive income (loss). See Note 7, Reinsurance for additional information on these agreements.

Claimand Policy Benefit Reserves - Life and Health - Life and health claim and policybenefit reserves consist principally of future policy benefit reserves and reserves for estimates of future payments on incurredclaims reported but not yet paid and unreported incurred claims. Estimates for future payments on incurred claims are developedusing actuarial principles and assumptions based on past experience adjusted for current trends. Any change in the probable ultimateliabilities is reflected in net income in the period in which the change is determined.

Whenactual experience indicates that existing contract liabilities, together with the present value of future gross premiums, willnot be sufficient to recover the present value of future benefits or recover unamortized deferred acquisition costs, a premiumdeficiency will be recognized by either a reduction in unamortized acquisition costs or an increase in liability of future benefits.The liability for premium deficiency is insignificant as of December 31, 2019 and 2018.

Additionally,the liability for future policy benefits may not be deficient in the aggregate to trigger a premium deficiency, but the patternof earnings may be such that profits are expected to be recognized in early years followed by losses in later years. In thosesituations, the liability for future benefits will be increased to offset losses that would be recognized in later years. TheCompany recorded a liability of $153 and $138 as of December 31, 2019 and 2018, respectively, for the profits that are expectedto be followed by losses in the future.

TheCompany entered into four reinsurance agreements with CMFG Life, as described previously in the Overview of this Management’sDiscussion and Analysis of Financial Condition and Results of Operations to mitigate the Company’s risks. These agreementsdo not relieve the Company of its obligations to the Company’s policyholders under contracts covered by these agreements.However, they do transfer all of the Company’s underwriting profits and losses to CMFG Life and require CMFG Life to indemnifythe Company for all of its liabilities.

PolicyholderAccount Balances - The single premium deferred index annuities, single premium deferred modified guaranteed index annuitiesand risk control accounts of the flexible premium deferred variable and index linked annuities, are included in policyholder accountbalances. These products have two risk control accounts, referred to as the Secure and Growth Accounts; the Secure Account hasan annual credited interest rate floor of 0% and the annual Growth Account floor is -10%. The Secure and Growth Accounts bothhave credited interest rate caps that vary based on Contract Issue Date. Interest is credited at the end of each Contract Yearduring the selected index term based on the allocation between risk control accounts and the performance of an external indexduring that Contract Year. Each risk control account has a reference index. For the single premium deferred index annuity, theCompany offers one reference index, which is the S&P 500 Index. For the flexible premium deferred variable and index linkeddeferred annuity, the Company offers two reference indices, which are the S&P 500 Index and the MSCI EAFE Index. For the singlepremium deferred modified guaranteed index annuity, the Company offers three reference indices, which are S&P 500 Index, theRussell 2000 Index and the MSCI EAFE Index. Policyholders are able to allocate funds in both the Secure and Growth Accounts forthe available indices. At the end of the initial index term only the Secure Account will be available as an option to the policyholder.

Theaverage annualized credited rate which does not represent the actual return to a policyholder for the:

TheCompany recognizes a liability at the stated account value for policyholder deposits that are not subject to significant policyholdermortality or longevity risk and for universal life-type policies. The account value equals the sum of the original deposit andaccumulated interest, less any withdrawals and expense charges. The average credited rate of interest applied to the account valueswas 4.5% in each of the years ending December 31, 2019, 2018 and 2017. The minimum guaranteed rate of interest that must be creditedto such account values for the life of those contracts is 4.5%.

IncomeTax - The Company recognizes taxes payable or refundable and deferred taxes forthe tax consequences of differences between the financial reporting and tax basis of assets and liabilities. Deferred taxassets and liabilities are measured by applying the enacted tax rates to the difference between the financial statement and taxbasis of assets and liabilities. The Company records current tax benefits and deferred tax assets utilizing a benefits-for-lossapproach. Under this approach, current benefits are realized and deferred tax assets are considered realizable by the Companywhen realized or realizable by the consolidated group of which the Company is a member even if the benefits would not be realizedon a stand-alone basis. The Company records a valuation allowance for deferred tax assets if it determines it is more likelythan not that the asset will not be realized by the consolidated group.  Deferred income tax assets can be realized throughfuture earnings, including, but not limited to the generation of future income, reversal of existing temporary differences andavailable tax planning strategies.

TheCompany is subject to tax-related audits. These audits may result in additional tax assets or liabilities. Inestablishing tax liabilities, the Company determines whether a tax position is more likely than not to be sustained under examinationby the appropriate taxing authority. Tax positions that do not meet the more likely than not standard are not recognized. Taxpositions that meet this standard are recognized in the financial statements within net deferred tax assets or liabilities orfederal income taxes recoverable or payable.

TheCompany is included in the consolidated federal income tax return of CM Holding, the Company’s ultimate parent. The Companyhas entered into a tax sharing agreement with CM Holding and its subsidiaries. The agreement provides for the allocation of taxexpenses based on each subsidiary’s contribution to the consolidated federal income tax liability. Pursuant to the agreement,subsidiaries that have incurred losses are reimbursed regardless of the utilization of the loss in the current year. Federal incometaxes recoverable reported on the balance sheet are due from affiliates.

ExecutiveSummary

TheCompany provides life and health insurance throughout the United States servicing its existing blocks of individual and grouplife policies and began marketing the MEMBERS^® Zone Annuity Contract in 2013, the MEMBERS^®Horizon Flexible Premium Deferred Variable and Index Linked Annuity contract in 2016, the MEMBERS^®Horizon II Flexible Premium Deferred Variable and Index Linked Annuity contract in 2018 and the CUNA Mutual GroupZone Income™ Annuity contract in 2019. The Company is managed as two reportable business segments, (1) life and health and(2) annuities. See Note 10 of the Notes to the Financial Statements appearing elsewhere in this Prospectus for information relatedto the two business segments.

TheCompany began distributing the MEMBERS^® Zone Annuity, anindividual or joint owned, single premium deferred index annuity Contract, in 2013 which became the Company’s secondreportable business segment. The Company began distributing the MEMBERS^®Horizon Flexible Premium Deferred Variable and Index Linked Annuity contract, anindividual or joint owned, flexible premium deferred variable and index linked annuity contract in 2016, and the MEMBERS^®Horizon II Flexible Premium Deferred Variable and Index Linked Annuity contract, anindividual or joint owned, flexible premium deferred variable and index linked annuity contract in 2018. The Company begandistributing the CUNA Mutual Group Zone Income™ Annuity contract, an individual or joint owned, single premium deferredmodified guaranteed index annuity contract in 2019. The results of the Company’s annuities segment, which includes the MEMBERS^®Zone Annuity, and the MEMBERS^® Horizon Variable Annuity andthe MEMBERS^® Horizon II Variable Annuity and CUNA Mutual Group ZoneIncome™ Annuity contracts, are ceded 100% to CMFG Life under the 2013, 2015 and 2019 ceding agreements and accordingly donot impact the results of operations.

In2012, the Company entered into a Coinsurance Agreement with CMFG Life to cede 95% of its business in force as of October 31, 2012.On September 30, 2015, the Company amended its Coinsurance Agreement with CMFG Life and now cedes 100% of its insurance policiesin force to CMFG Life. In 2013, it entered into a second agreement with CMFG Life to cede 100% of the business related to theMEMBERS^® Zone Annuity Contract. On November 1, 2015, the Company enteredinto a Coinsurance and Modified Coinsurance Agreement with CMFG Life to cede 100% of the business related to the MEMBERS^®Horizon Flexible Premium Deferred Variable and Index Linked Annuity contract. On October 15, 2018, the Company amendedits Coinsurance and Modified Coinsurance Agreement with CMFG Life to cede 100% of the business related to MEMBERS^®Horizon II Flexible Premium Deferred Variable and Index Linked Annuity contracts. On August 19, 2019, the Companyentered into a Coinsurance Agreement with CMFG Life to cede 100% of the business related to the CUNA Mutual Group Zone Income™Annuity contract. In December 2019, the Company filed a replacement reinsurance agreement which consolidates and replaces thethree separate agreements related to its annuity contracts (the 2013, 2015 and 2019 agreements), with the Company’s stateof domicile. This replacement agreement was approved in January 2020 and effective in 2019. See Note 7 of the Notes to the FinancialStatements appearing elsewhere in this Prospectus for information on the 2012, 2013, 2015 and 2019 agreements. 

Resultsof Operations for the Years ended December 31, 2020 and 2019

Totalrevenues, which consisted mainly of net realized investment gains (losses), investment income and other income, were $1,732 and$763 for the years ended December 31, 2019 and 2018, respectively. The increase in total revenues in 2019 as compared to 2018was primarily due to an increase in net investment income. All premiums are 100% ceded to CMFG Life, resulting in no net premiumin 2019 or 2018 due to the reinsurance agreements. Total net investment income was $1,677 and $762 for the years ended December31, 2019 and 2018, respectively, which represents an average yield earned of 2.8% and 1.8% for the same periods, respectively.The growth in net investment income is due to the Company’s receipt of debt securities in late 2018 from the Company’sparent company. The 2019 increase reflects a full year of income related to these securities. Additionally, the Company had anincreased investment in money market funds throughout 2019. In 2019 and 2018 the Company had net realized gains (losses) on salesof securities of $17 and ($17), respectively.

Totalbenefits and expenses were $383 and $136 for the years ended December 31, 2019 and 2018, respectively. The increase in benefitsand expenses in 2019 as compared to 2018 was primarily due to the net impact of transfers of annuity deposits and withdrawals.Operating expenses totaled $343 and $151 for the years ended December 31, 2019 and 2018, respectively. CMFG Life provides significantservices required in the conduct of the Company’s operations. Operating expenses incurred by the Company that are specificallyidentifiable are borne by the Company; other operating expenses are allocated from CMFG Life on the basis of estimated time andusage studies. Operating expenses are primarily related to and include employee costs such as wages and benefits, legal expensesand other operating expenses such as rent, insurance and utilities. The increase in operating expenses in 2019 as compared to2018 was primarily due to the net impact of transfers of annuity deposits and withdrawals.

Incometax expense is recorded at 21% for the years ended December 31, 2019 and 2018, respectively, and is offset by prior year tax benefitsprimarily related to interest on accrued refunds, resulting in an effective taxrate of (0.2%) and (29.0%) for the years ended December 31, 2019 and 2018, respectively.

Netincome was $1,351 and $809 for the years ended December 31, 2019 and 2018, respectively. The increase in 2019 net income as comparedto 2018 was primarily due to increased net investment income as described previously.

FinancialCondition

TheCompany’s investment strategy is based upon a strategic asset allocation framework that considers the need to manage ourGeneral Account investment portfolio on a risk-adjusted spread basis for the underwriting of contract liabilities and to maximizereturn on retained capital. The Company’s investment in debt securities consists of U.S. Treasury securities, domestic corporatesecurities, residential mortgage-backed securities, other asset-backed securities and foreign corporate securities. While theinvestments are categorized as available-for-sale, the Company generally holds our bond portfolio to maturity.

Insurancestatutes regulate the type of investments that the Company is permitted to purchase and limit the amount of funds that may beused for any one type of investment. In light of these statutes and regulations and our business and investment strategy, theCompany generally seeks to invest in United States government and government-sponsored agency securities and debt securities ratedinvestment grade by established nationally recognized rating organizations or in securities of comparable investment quality,if not rated.
 

TheCompany’s investment portfolio is comprised solely of debt securities at December 31, 2020 and December 31, 2019. The tablebelow presents our total debt securities by type at December 31, 2020 and December 31, 2019.

Theamortized cost and estimated fair value of debt securities by contractual maturity are shown below at December 31, 2020. Actualmaturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or withoutcall or prepayment penalties.

TheCompany has classified its debt securities as available-for-sale. Available-for-sale securities are reported at fair value andunrealized gains and losses, if any, on these securities (net of income taxes) are included as a separate component of stockholder'sequity, thereby exposing stockholder's equity to volatility for changes in the reported fair value of securities classified asavailable-for-sale.

AtDecember 31, 2019, the Company owned no debt securities in an unrealized loss position. At December 31, 2018, the Company ownedthree debt securities with a fair value of $10,209 in an unrealized loss position of $521 for more than twelve months.

Liquidityand Capital Resources

TheCompany cedes 100% of its insurance policies in force to CMFG Life pursuant to the Coinsurance Agreement. In 2013, the Companyentered into an agreement to cede 100% of the business related to MEMBERS^® Zone Annuity Contracts to CMFG Life.On November 1, 2015, the Company entered into a Coinsurance and Modified Coinsurance Agreement with CMFG Life to cede 100% ofthe business related to MEMBERS^® Horizon Flexible Premium Deferred Variable and Index Linked Annuity contracts.On October 15, 2018, the Company amended the Coinsurance and Modified Coinsurance Agreement with CMFG Life to cede 100% of thebusiness related to MEMBERS^® Horizon II Flexible Premium Deferred Variable and Index Linked Annuity contracts.On August 19, 2019, the Company entered into a Coinsurance Agreement with CMFG Life to cede 100% of the business related to theCUNA Mutual Group Zone Income™ Annuity contract. In December 2019, the Company filed a replacement reinsurance agreement,which consolidates and replaces the three separate agreements related to its annuity contracts (the 2013, 2015 and 2019 agreements),with the Company’s state of domicile. Thisreplacement agreement was approved by the regulator in January 2020 and effective in 2019. Theseagreements do not relieve the Company of the Company’s obligations to our policyholders under contracts covered by theseagreements. However, they do transfer all of the Company’s underwriting profits and losses to CMFG Life and require CMFGLife to indemnify the Company for all of its liabilities.

Asconsideration for the reinsurance provided under these agreements, and as of November 1, 2015, the Company transfers all of theCompany’s revenues to CMFG Life. Specifically, CMFG Life receives 100% of all premiums and other amounts received on accountof our existing business and new business. CMFG Life pays us a monthly expense allowance to reimburse the Company for expensesand costs incurred on account of its insurance business.

Whilethe reinsurance transactions have a minimal impact on our stockholder’s equity, they substantially diminish our net liabilitiesand greatly decrease the amount of capital and liquidity needed within the Company.

Operatingactivities provided $5,721 and $4,538 of net operating cash flow for the years ended December 31, 2019 and 2018, respectively.The Company’s primary use of funds includes the payment of benefits and related operating expenses as well as settlementsrelated to the reinsurance agreements with CMFG Life. The Company issues the single premium deferred index annuity contracts,flexible premium deferred variable and index linked annuity contracts, single premium deferred modified guaranteed index annuitycontracts on the 10^th and 25^th of each month. The Company recognizes a liability on contracts for whichit has received cash but has not issued a contract. The increase in operating cash flow in 2019 as compared to 2018 was primarilydue to an increase in operating net income, primarily due to the increase in net investment income. The Company’s sourcesof funds include renewal premiums, sales of investment-type contracts and investment income.