As filed withthe Securities and Exchange Commission on December 15, 2022

RegistrationNo. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

Registration Statement Under the SecuritiesAct of 1933

MEMBERS Life Insurance Company 

(Exact name of registrant as specifiedin its charter)

2000 Heritage Way

Waverly, Iowa 50677

(319) 352-4090 

(Address, including zip code, and telephonenumber, including area code,  

of registrant’s principal executiveoffices)

Jennifer Kraus-Florin, Esq.

MEMBERSLife Insurance Company 

2000 Heritage Way 

Waverly, Iowa 50677 

(319) 352-4090

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

COPY TO:

StephenE. Roth, Esq.

ThomasE. Bisset, Esq.

Eversheds Sutherland (US) LLP

700 Sixth Street, NW, Suite 700

Washington, DC 20001

(202) 383-0100

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

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

If this Form is filed to register additional securities foran offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant toRule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant toRule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offering. ☐

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

If an emerging growth company, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registrationstatement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendmentwhich specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) ofthe Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and ExchangeCommission, acting pursuant to said Section 8(a), may determine.

TruStage™ZoneChoice Annuity

Issuedby: 

MEMBERSLife Insurance Company 

2000 HeritageWay 

Waverly,Iowa 50677

Telephonenumber: 800-798-5500 

OfferedThrough: CUNA Brokerage Services, Inc. 

DATED[__________, 2023]

ThisProspectus describes the TruStage™ ZoneChoice Annuity (formerly known as CUNA Mutual Group ZoneChoice™ Annuity), anindividual or joint owned, single premium deferred annuity contract with index-linked interestoptions (the “Contract”), issued by MEMBERS Life Insurance Company (the “Company”,“we”, “us”, or “our”). Capitalized terms used in this Prospectus and not otherwise definedhave the meanings set forth in the “Glossary,” starting on page 1.

TheContract, which you may purchase with an initial Purchase Payment of at least $5,000, is designed primarily for individuals, trusts,and certain retirement plans that qualify for the special federal income tax treatment associated with annuity contracts. TheCompany does not allow additional Purchase Payments after the initial Purchase Payment. TheContract is subject to a Surrender Charge for the first six Contract Years. This means that surrenders or withdrawals prior tothe end of the six-year period may be subject to a Surrender Charge, in addition to any Equity Adjustment and Interest Adjustmentdescribed below. The current maximum Surrender Charge is 8% of the Contract Value withdrawn. The maximum Surrender Charge forContracts issued before May __, 2023 is shown under “Fees and Expenses.”

Foraccumulation and long-term investment purposes, the Contract offers index-linked investment Allocation Options (Risk Control Accounts)and a guaranteed interest rate investment Allocation Option (Declared Rate Account). The Contract also offers standard annuityfeatures including multiple fixed annuitization options (“Payout Options”). The Contract is a complex insurance andinvestment vehicle. You should speak with a financial professional about the Contract’s features, benefits, risks, and fees,and whether it is appropriate for you based upon your financial situation and objectives. The Prospectus describes all materialrights and obligations of Owners, including all state variations.

The Contractmay not be suitable for investors who plan to take withdrawals (including systematic withdrawals and Required Minimum Distributions)or surrender the Contract on any day other than every sixth Contract Anniversary. Partial withdrawals, full surrenders, DeathBenefit payments, or amounts withdrawn to be applied to an Income Payout Option on any other day could significantly reduce theContract Value and the amount of interest credited at the end of an Interest Term due to proportionate withdrawal calculations,Surrender Charges, the Equity Adjustment, and the Interest Adjustment. These charges and adjustments could reduce the amount receivedto less than the protection provided by the Floor or Buffer.

TheRisk Control Accounts are interest crediting options that provide returns based upon the investment performance of an externalIndex over the Interest Term, subject to either a Capor Participation Rate if the Index performance is positive and either a Floor or a Buffer if the Index performance is negative.It is possible that interest in the Risk Control Accounts will be negative. There is a risk of loss of principaland previously credited interest (that is, the amount invested in an Allocation Option) of up to 90% with the Buffer and 10% withthe Floor due to negative Index performance. This loss could exceed 90% and 10%, respectively, for amounts withdrawn on any dayother than every sixth Contract Anniversary due to proportionate withdrawal calculations, Surrender Charges, the Equity Adjustment,and the Interest Adjustment. We currently offer three reference indices: theS&P 500 Price Return Index (“S&P 500”), the Barclays Risk Balanced Index (“Barclays Risk Balanced”),and for Contracts issued on or after [May ___, 2023], the Dimensional [           ] Index (“Dimensional [          ]”). We offer two Interest Terms, 1 year or 6 years.

The Floorand Buffer describe the level of protection provided by the Risk Control Account. Each Risk Control Account will have either aFloor or a Buffer. The Floor represents the maximum amount of negative interest that may be credited to the Risk Control Accountfor an Interest Term. The Buffer represents the maximum amount of negative interest assumed by the Company, and any additionalnegative interest will be credited to the Risk Control Account.

We currentlyoffer eleven Floor options which provide different levels of protection, 0%, -1%, -2%, -3%, -4%, -5%, -6%, -7%, -8%, -9%, and-10%. If a Floor of 0% is elected, negative investment performance of the applicable Index will not reduce your Risk Control AccountValue. If any other Floor is chosen, negative investment performance of the applicable Index will reduce your Risk Control AccountValue by up to the amount of the Floor you elected for any Interest Term. Negative investment performance will not reduce yourRisk Control Account Value by more than the Floor even if the Index performance for that Interest Term is lower than the Floor.

We currentlyoffer one Buffer option, -10%. If this option is elected, negative investment performance of the applicable Index will not reduceyour Risk Control Account Value if the negative investment performance is between zero and -10% for the Interest Term. If thenegative investment performance is lower than -10% for the Interest Term, your Risk Control Account Value will be reduced by theamount of negative investment performance in excess of -10%. This means your Risk Control Account Value can be reduced by as muchas 90% in the event there is negative investment performance of 100% of the applicable Index over the Interest Term.

The Floorsand Buffer for an Allocation Option will not change during the life of your Contract unless the Allocation Option is discontinued.However, an Allocation Option with a Floor of 0% will always be available. We may not always make available Allocation Optionswith Buffers; however, if one is available, a Buffer of -10% or more will be available. In other words, there would be a Bufferoption to limit the maximum loss to no more than 90%.

The Capand Participation Rate limit the amount of positive interest credited to the Risk Control Account. The Cap represents the maximumamount of interest that the Company will credit to the Risk Control Account. The Participation Rate is a percentage multipliedby the Index Return if the Index Return is positive. If the Participation Rate is lower than 100%, it will limit the amount ofinterest credited by the Company.

The Capwill vary based on the level of risk being accepted, meaning it will be the highest for the -10% Floor and the lowest for the0% Floor. This allows for the potential for greater increases to your Risk Control Account Value by accepting more risk. The Capand Participation Rate are guaranteed for the duration of the Interest Term and will be declared at the start of any subsequentInterest Term. The Cap and Participation Rate are available two weeks in advance of thestart of the Interest Term. The Cap will never be lower than 1.0%. The Participation Rate will never be lower than 10%.

TheDeclared Rate Account is an interest crediting option that provides returns based upon the Declared Interest Rate. Interest iscredited daily. The Declared Interest Rate is an annual rate of interest guaranteed for the duration of the Interest Term andwill be declared at the start of any subsequent Interest Term. The Declared Interest Rate is available two weeks in advance ofthe start of the Interest Term. The Declared Interest Rate will never be below the Minimum Interest Rate.

Otherthan the Declared Rate Account or an Interest Term where the Floor of 0% has been elected, there is risk of loss to your principaland any previously credited interest because each Interest Term you agree to absorb losses up to your Floor or losses beyond yourBuffer. This risk of loss becomes greater if you take a withdrawal, make a Risk Control Account Transfer, surrender your Contract,receive a Death Benefit payment, or apply amounts withdrawn to an Income Payout Option due to the Interest Adjustment and EquityAdjustment which could reduce your Contract Value even further. Surrender Charges and federal income tax penalties may also applyif you make a withdrawal or surrender the Contract. The terms under which the Surrender Charge will be waived may vary, and statevariations are described in Appendix C to this Prospectus. The Interest Adjustment may be either positive or negative, which meansthe Interest Adjustment may increase or decrease the amount you receive upon surrender, partial withdrawal, a Death Benefit payment,or amounts applied to an Income Payout Option. The Equity Adjustment, which applies to the Risk Control Accounts only, may bepositive or negative. The Equity Adjustment may be negative even when the applicable Index Value has increased, or positive evenwhen the applicable Index Value has decreased. The Equity Adjustment may reduce the Risk Control Account Value by more than theFloor.

TheContract is supported by the assets of the Risk Control Separate Account and the Declared Rate Separate Account, which are non-registered,insulated separate accounts of the Company which support the Company’s obligations with respect to the Contract. You mayallocate your Purchase Payment or Contract Value to one or more Allocation Options which include the Risk Control Accounts andthe Declared Rate Account. The assets of the Separate Accounts are not chargeable with liabilitiesarising out of any other business that we conduct. Our General Account assets are available to meet the guarantees under the Contractas well as our other general obligations. The guarantees in this Contract are subject to the Company’s financial strengthand claims-paying ability.

This Contractis a security. It involves investment risk and may lose value. For additional information on risks associated with the Contractsee the “Risk Factors“ section of this Prospectus.

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.

A registrationstatement relating to this offering has been filed with the Securities and Exchange Commission (“SEC”). You mayrequest a copy of the Prospectus by writing to our Administrative Office at 2000 Heritage Way, Waverly, Iowa 50677, or by calling1-800-798-5500. This Prospectus can also be obtained from the SEC’s website at www.sec.gov.

ThisProspectus provides important information you should know before investing, including risks related to the Company’s business.Please see “Potential Risk Factors That May Affect Our Business and Our Future Results“ on page 56 for more informationregarding these risks. Please keep this Prospectus for future reference.

Neitherthe SEC nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus istruthful or complete. Any representation to the contrary is a criminal offense. The Contracts are not insured by the Federal DepositInsurance Corporation or any other government agency. They are not deposits or other obligations of any bank and are not bankguaranteed. They are subject to investment risks and possible loss of principal and previously credited interest.

Thedate of this Prospectus is [__________, 2023]

TABLEOF CONTENTS

TheContract may not be available in all states. This Prospectus does not constitute anoffer to sell any Contract and it is not soliciting an offer to buy any Contract in any state in which the offer or sale is notpermitted. We do not authorize anyone to provide any information or representations regarding the offering described in this Prospectusother than the information and representations contained 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 period of time that begins on the Contract Issue Date stated on the Data Page and ends on the Income Payout Dateor the date this Contract is terminated if earlier.

AdjustedIndex Return. The Index Return for the current Interest Term adjusted for the Crediting Strategy.

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

Age.Age as of last birthday.

AllocationOptions. All Risk Control and Declared Rate Account options available under the Contract for allocating your Purchase Paymentand Contract Value. Your selling firm may limit the Allocation Options available to you when your Contract is issued.

AnnualFree Withdrawal Amount.

Annuitant(Joint Annuitant). The person(s) whose life (or lives) determines the income payment amount payable under the Contract. Ifthe Owner is a non-natural person, the Annuitant(s) is also the person(s) whose death determines the Death Benefit.

AuthorizedRequest. A request in Good Order and signed and dated by all Owners, including without limitation a request to: transfer value,change a party to the Contract, change the Income Payout Date, or make a partial withdrawal or full surrender of the Contract.An Authorized Request may also include a phone, fax, or electronic request for specific transactions.

Beneficiary.The person(s) or entity named by the Owner to receive proceeds payable upon the death of the first Owner or the first Annuitantif the Owner is a non-natural person.

Buffer.The maximum amount of negative interest assumed by the Company for an Interest Term, and any additional negative interestwill be credited to the Risk Control Account.

BusinessDay. Any day that the New York Stock Exchange is open for trading. All requests for transactions that are received at ourAdministrative Office in Good Order on any Business Day prior to market close, generally 4:00 P.M. Eastern Time, will be processedas of the end of that Business Day.

Cap.The maximum amount of interest the Company will credit to the Risk Control Account for an Interest Term.

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

Contract.The TruStage™ ZoneChoice Annuity (formerly known as CUNA Mutual Group ZoneChoice™ Annuity), an individual or jointowned, single premium deferred annuity contract with index-linked interest options issued by MEMBERS Life Insurance Company.

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

ContractIssue Date. The day your Contract is issued. This date will be used to determine Contract Years and Contract Anniversaries.

ContractValue. The total value of your Contract during the Accumulation Period. All values are calculated as of the end of a BusinessDay.

ContractYear. Any twelve-month period beginning on the Contract Issue Date or Contract Anniversary and ending one day before the nextContract Anniversary.

CreditingBase. The amount used to calculate the Risk Control Account Value. It is equal to the amount allocated to a Risk Control Accountat the start of the Interest Term, reduced proportionally for any withdrawals or transfers.

CreditingStrategy. The method by which interest is calculated for an Allocation Option during the Interest Term.

DataPage. Pages attached to your Contract that describe certain terms applicable to your specific Contract.

DeathBenefit. The amount the Beneficiary is entitled to upon the death of an Owner who is a natural person or the death of an Annuitantif the Owner is a non-natural person. It is equal to the greater of Contract Value, includingany applicable Equity Adjustment or Interest Adjustment, or the Purchase Payment adjusted for withdrawals as of the date DeathBenefit proceeds are payable. We do not apply the Surrender Charge in determining the Death Benefit payable.

DeclaredInterest Rate. The effective annual rate of interest credited to the Declared Rate Account. The Declared Interest Rate willnever be lower than the Minimum Interest Rate.

DeclaredRate Account. An Allocation Option to which we credit a fixed annual rate of interestreferred to as the Declared Interest Rate.

EquityAdjustment. Reflects the value of derivative instruments that hedge market risks associated with the Risk Control Accounts.The Equity Adjustment is calculated separately for each Risk Control Account at the end of each Business Day except the last dayof an Interest Term. The Equity Adjustment varies based on the Crediting Strategy. This adjustment (increase or decrease) willbe applied to any distribution or transfer prior to the end of an Interest Term, including a partial withdrawal, a full surrenderof the Contract, the Death Benefit, or the Contract Value applied to an Income Payout Option. The Equity Adjustment does not applyto Contract Value in the Declared Rate Account.

Floor.The maximum amount of negative interest that may be credited to the Risk Control Account for an Interest Term.

GeneralAccount. All of the Company’s assets other than the assets in its separate accounts.

GoodOrder. A request or transaction generally is considered in “Good Order”if we receive it at our Administrative Office within the time limits, if any, prescribed in this Prospectus for a particular transactionor instruction, it includes all information and supporting legal documentation necessary for us to execute the requested instructionor transaction, and is signed by the individual or individuals authorized to provide the instruction or engage in the transaction.A request or transaction may be rejected or delayed if not in Good Order. This information and documentation necessary for a transactionor instruction generally includes, to the extent applicable: the completed application or instruction form; your contract number;the transaction amount (in dollars or percentage terms); the signatures of all Owners (exactly as indicated on the Contract),if necessary; Social Security Number or Tax I.D.; and any other information or supporting documentation that we may require, includingany consents. With respect to the Purchase Payment, Good Order also generally includes receipt by us of sufficient funds to affectthe purchase. We may, in our sole discretion, determine whether any particular transaction request is in Good Order, and we reservethe right to change or waive any Good Order requirement at any time. If you have any questions, you should contact us or yourfinancial professional before submitting the form or request.

IncomePayout Date. The date the first income payment is paid from the Contract to the Owner.

IncomePayout Option. The choices available under the Contract for payout of your Contract Value.

Index,Indices. The reference index (or indices) we use in determining interest credited to the Risk Control Account Value.

IndexReturn. The percentage change in the reference Index from the beginning of the InterestTerm to the end of the Interest Term.

IndexValue. The value for the reference Index as of a Business Day.

InterestAdjustment. Reflects the change in the value of the investments that support the guarantees under the Contract. This adjustment(increase or decrease) that may be applied to any distribution from the Contract prior to the end of the six-year rolling periodthat begins on the Contract Issue Date. Rates used in determining the Interest Adjustment area reset every sixth Contract Anniversary.Distributions include a partial withdrawal, a full surrender of the Contract, the Death Benefit, or the Contract Value appliedto an Income Payout Option. The Interest Adjustment will always apply for the six-year rolling period beginning on the ContractIssue Date even if the Allocation Options elected have an Interest Term of less than six years. The Interest Adjustment does notapply to transfers, or for Contracts issued on or after September 25, 2022, to the Annual Free Withdrawal Amount.

InterestTerm. The period for which interest is calculated for an Allocation Option. The Interest Term may vary by Allocation Option.Interest Terms will start and end on a Contract Anniversary, unless otherwise specified.

InternalRevenue Code (IRC). The Internal Revenue Code of 1986, as amended.

MinimumInterest Rate. The minimum effective annual rate of interest we will credit to the DeclaredRate Account.

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

Owner(Joint Owner). The person(s) or entity who own(s) the Contract and has (have) all rights under the Contract. Unless ownedby a non-natural person, the Owner is also the person(s) whose death determines the Death Benefit. The Owner is also referredto as “you” or “your”.

PayoutPeriod. The period of time that begins on the Income Payout Date and continues until we make the last payment as providedby the Income Payout Option chosen.

ParticipationRate. The percentage multiplied by an Index Return if the Index Return is positive. If the Participation Rate is lower than100%, it will limit the amount of interest credited by the Company to the Risk Control Account.

PurchasePayment. The amount paid to us, by or on behalf of an Owner, that is used to establish the annuity on the Contract Issue Date.We do not allow any additional Purchase Payments under the Contract after 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 treatment under the Internal Revenue Code.

RequiredMinimum Distributions. The required minimum distribution (RMD) defined by section 401(a)(9) of the IRC for the Contract andas determined by us. RMDs only apply to Qualified Contracts.

RiskControl Account. An Allocation Option to which we credit interest based in part on the performance of a reference Index, subjectto the Crediting Strategy.

RiskControl Account Transfer. For Contracts issued on or after [May __, 2023], the voluntary transfer of some or all of the valuein any Risk Control Account to the Declared Rate Account prior to the end of the Interest Term. Risk Control Account Transfersare subject to the Equity Adjustment.

RiskControl Account Value. The value of the Contract in a Risk Control Account.

SEC.The U.S. Securities and Exchange Commission.

Spouse.The person to whom you are legally married. The term Spouse includes the person with whom you have entered into a legally-sanctionedmarriage that grants you the rights, responsibilities, and obligations married couples have in accordance with applicable statelaws. Individuals who do not meet the definition of Spouse may have adverse tax consequences when exercising provisionsunder this contract and any attached endorsements or riders. Additionally, individuals in other arrangements that are not recognizedas marriage under the relevant state law will not be treated as married or as Spouses as defined in this contract for federaltax purposes. Consult with a tax advisor for more information on this subject and before exercising benefits under the contractand any attached endorsements or riders.

SurrenderCharge. The charge associated with surrendering either some or all of the Contract Value.

SurrenderValue. The amount you are entitled to receive if you elect to surrender this Contract during the Accumulation Period.

ValuationPeriod. The period beginning at the close of one Business Day and continuing to the close of the next succeeding BusinessDay.

HIGHLIGHTS

Thefollowing is a summary of the key features of the Contract. This summary does not include all the information you should considerbefore purchasing a Contract. You should carefully read the entire Prospectus, which contains more detailed information concerningthe Contract and the Company before making an investment decision.

HowYour Contract Works

Overview.Your Contract is an individual or joint owned, single premium deferred annuity contractwith index-linked interest options. There are two periods to your Contract: an AccumulationPeriod and a Payout Period. Your Contract can help you save for retirement by allowing your Contract Value to earn interest fromthe Risk Control Accounts and/or Declared Rate Account on a tax-deferred basis and by providing the opportunity for lifetime payments.Interest amounts earned may be negative, and there is a risk of loss of principal and previously credited interest of upto 90% with the Buffer and 10% with the Floor due to negative Index performance. You generallywill not pay taxes on your earnings (your Contract Value minus the portion of your Purchase Payment not previously withdrawn)until you withdraw them.

Duringthe Accumulation Period of your Contract, you allocate your Contract Value between the Allocation Options. The Payout Period beginswhen you allocate your Contract Value to an Income Payout Option.

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

PurchasePayment. You may purchase the Contract with a Purchase Payment of at least $5,000.The Company does not allow additional Purchase Payments after the initial Purchase Payment. A Purchase Payment for a Contract,or Purchase Payments for multiple Contracts owned by the same individual, that equals or exceeds $1 million requires our priorapproval, which may be withheld at our sole discretion.

AllocationOptions. There are two types of Allocation Options: a Declared Rate Account andRisk Control Accounts. Each of these options is described below.

DeclaredRate Account. The portion of your Contract Value allocated to the Declared Rate Account is credited interest daily based onthe Declared Interest Rate. The initial Declared Interest Rate is available in advance of the Contract Issue Date and will beprovided by your financial professional or by calling the Company at 1-800-798-5500. The Declared Interest Rate for the initialInterest Term is shown on your Contract Data Page. You will be notified of Declared Interest Rates for any subsequent InterestTerm at least two weeks in advance of the start of the Interest Term.You can also contact your financial professional or the Company at 1-800-798-5500 to obtain current rates.

RiskControl Accounts. The portion of your Contract Value allocated to a Risk Control Account is credited with interest, if any,based in part on the investment performance of an external Index (currently the S&P 500 Index, the Barclays Risk BalancedIndex, or for Contracts issued on or after [May __, 2023], the Dimensional [          ] Index) over the Interest Term.Detailed information about each Index is provided in the RISK CONTROL ALLOCATION OPTIONS section. An Interest Term can be oneyear or six years. The Index Return for the reference Index is subject to the Crediting Strategy, which may limit the amount ofinterest credited due to a Cap, Participation Rate, Floor, and/or Buffer, and is unique to each Risk Control Account.

TheBuffer represents the maximum amount of negative interest assumed by the Company, and any additional negative interest will becredited to the Risk Control Account. For example, if the Buffer is -10%, the Company will not credit any interest if the IndexReturn is between 0% and -10% but will credit negative interest in excess of -10%. This means you could lose up to $9,000 on a$10,000 investment during the Interest Term (i.e., -90% x $10,000).

Negativeinvestment performance is limited by the Floor and Buffer during the Interest Term. However, you could lose more due to lossesin subsequent Interest Terms, Surrender Charges, a negative Equity Adjustment, a negative Interest Adjustment, and federal incometax penalties.

Dependingon the date your Contract was issued, there are currently up to nine Allocation Options under the Contract, among which you mayallocate your Purchase Payment and Contract Value. Your selling firm may limit the Allocation Options available to you when yourContract is issued.

Youmust specify the percentage of your Purchase Payment to be allocated to each Allocation Option on the Contract Issue Date. Wecurrently offer eleven Floor options which provide different levels of protection, 0%, -1%, -2%, -3%, -4%, -5%, -6%, -7%, -8%,-9%, and -10%. If you allocate to an Allocation Option with a Floor Crediting Strategy, you must also specify your Floor by choosingone of the eleven available options.

Generally,the lower the Floor, the higher the Cap. For example, the Cap may be 2% for the 0% Floor, whereas the Cap may be 12% for the -10%Floor. Once elected, the Floor cannot be changed until the end of the Interest Term.

In decidingbetween the Floor and Buffer options, you should consider the loss potential for each account. With the Buffer, losses up to -10%will not be credited, but there is potential to lose substantially more than the Floor if there are large market losses. The Buffermay offer additional gain potential through the Participation Rate in comparison to the Cap, but the gain potential should beweighed against the risk of loss.

Additionally,an investor should consider and understand the difference between the 6-year Interest Term and the 1-year Interest Term. For the6-year Interest Term, interest is not calculated or credited until the end of the Interest Term; therefore, the Crediting Strategyfactors (i.e., the Participation Rate and Buffer) only apply at the end of the Interest Term and not on an annual basis. Furthermore,any partial withdrawal, full surrender, Death Benefit payment, Risk Control Account Transfer, or amounts withdrawn to be appliedto an Income Payout Option prior to the end of the Interest Term could significantly reduce the Contract Value and the amountof interest credited at the end of the Interest Term due to the Surrender Charge, Equity Adjustment, Interest Adjustment, andproportional reduction to withdrawals.

Transfers.An Allocation Option is available on the Contract Issue Date and at the end of each Interest Term. For example, an InterestTerm of one year is available on the Contract Issue Date and every Contract Anniversary thereafter, but an Interest Term of sixyears is available on the Contract Issue Date and every sixth Contract Anniversary thereafter. This means that the six-year InterestTerm will not be available for you to allocate Contract Value to on every Contract Anniversary. Additionally, the six-year InterestTerm is unavailable if the Income Payout Date is less than six years from the start of the Interest Term.

At leasttwo weeks prior to the end of an Interest Term, Owners will be notified of the available Allocation Options to which they maytransfer their maturing Contract Value. The new Allocation Options may have different Interest Terms and Crediting Strategiesthan what was previously available.

New transferinstructions by Authorized Request will supersede any prior transfer instructions for a given Allocation Option. Transfers arenot permitted during an Interest Term, except as described below for Risk Control Account Transfers available for Contracts issuedon or after [May __, 2023].

If we donot receive transfer instructions by Authorized Request at least one Business Day prior to the end of the current Interest Term,we will apply the maturing Contract Value to a new Interest Term of the same Allocation Option. Any applicable Floor will alsobe applied to the new Interest Term. If the same Allocation Option is not available, we will apply the value to the Declared RateAccount with a 1-year Interest Term.

RiskControl Account Transfers (available for Contracts issued on or after [May __, 2023]). Prior to the end of the Interest Term,you may transfer some or all of the Risk Control Account Value from any Risk Control Account to the Declared Rate Account. RiskControl Account Transfers are subject to the Equity Adjustment. Transfer instructions must be provided by Authorized Request atleast one Business Day prior to the end of the Risk Control Account’s Interest Term.

The transferis irrevocable, and the transferred amount will remain in the Declared Rate Account until your next Contract Anniversary. On yournext Contract Anniversary, you may remain in the Declared Rate Account or transfer to any available Allocation Option.

You shouldfully understand the impact of the Risk Control Account Transfer prior to exercising this privilege. See “Risk Control AccountTransfer Risk.”

Declarationof Rates. The Cap, Participation Rate, and Declared Interest Rate will not change for the duration of the Interest Term. Theinitial Caps, Participation Rates, and Declared Interest Rate are available in advance of the Contract Issue Date and will beprovided by your financial professional or by calling the Company at 1-800-798-5500. The rate is shown on your Contract Data Page.

We may declarea new Cap, Participation Rate, or Declared Interest Rate for each subsequent Interest Term and will notify you of the new ratetwo weeks in advance of the start of an Interest Term. The Cap will never be lower than 1%. The Participation Rate will neverbe lower than 10%. The Declared Interest Rate will never be lower than the Minimum Interest Rate.

The MinimumInterest Rate will be determined on the Contract Issue Date and every sixth Contract Anniversary based on the calendar quarterin which the Issue Date or Contract Anniversary falls. The Minimum Interest Rate will apply for six years and then will be recalculatedfor the next six-year period. The Minimum Interest Rate will never be less than the lesser of:

IndexChanges during an Interest Term. Generally, the Index associated with a given Risk ControlAccount will remain unchanged for the duration of the InterestTerm. However, if the publication of an Index is discontinued, or calculation of the Index is materially changed, we may substitutea suitable Index that will be used for the remainder of the Interest Term and will notify you of the change in advance. Examplesof such material changes to the Index include, without limitation: a contractual dispute between us and the Index provider, changesthat make it impractical or too expensive to purchase derivatives to hedge the Index, or changes that result in significantlydifferent Index Values or performance. If we substitute an Index, the performance of the new Index may differ from the originalIndex, which may, in turn, affect the interest credited and your Contract Value. We will not substitute an Index until that Indexhas been approved by the insurance department in your state.

Additionor Discontinuation of an Allocation Option. We may offer additional Allocation Options at our discretion, which includes offeringan additional Index, Crediting Strategy, or Interest Term. We may also discontinue an Allocation Option at our discretion effectiveas of the end of an Interest Term, or in the case of Index change described above, before the end of an Interest Term if we donot provide a substitute Index for such Allocation Option.

The Floorsand Buffer for an Allocation Option will not change during the life of your Contract unless the Allocation Option is discontinued.However, an Allocation Option with a Floor of 0% will always be available. We may not always make available Allocation Optionswith Buffers; however, if one is available, a Buffer of -10% or more will be available. In other words, there will be an optionfor the maximum loss from the Buffer to be no more than 90%.

We willnotify you of the addition or discontinuation of an Allocation Option. Such a change will be made after receipt of any requiredregulatory approval.

ContractValue. Your Contract Value on your Contract Issue Date is equal to the Purchase Payment. On any other day during the AccumulationPeriod, the Contract Value is equal to the sum of the account value in all Allocation Options in which you are invested. TheAccumulation Period begins on the Contract Issue Date and continues until the Income Payout Date. Upon reaching the IncomePayout Date, we will begin income payments unless the Contract is surrendered.

DeclaredRate Account Value. The Declared Rate Account Value on any Business Day is equal to the amount applied to the Declared RateAccount at the start of the current Interest Term, adjusted for any withdrawals or transfers (including any Surrender Charge andInterest Adjustment), plus the interest earned.

RiskControl Account Value. The Risk Control Account Value is equal to the amount applied to each Risk Control Account at the startof the current Interest Term, adjusted proportionately for any withdrawals or transfers (including any Surrender Charge, EquityAdjustment, and Interest Adjustment), plus or minus any interest. The amount of interest credited, if any, may be limited by theCap and Participation Rate.

IndexReturn and Adjusted Index Return. The Index Return and Adjusted Index Return are calculated to determine the interestcredited to a Risk Control Account. The Index Return and Adjusted Index Return are calculated separately for each Risk ControlAccount as follows:

The amountof interest credited may be negative, even with the Floor or Buffer. There is a risk of loss of principal and previously creditedinterest of up to 90% with the Buffer and 10% with the Floor due to negative Index performance.

Impactof Withdrawals and Risk Control Account Transfers. The Company calculates amounts withdrawn or transferred from the RiskControl Accounts during the Interest Term on a proportionate basis, which could significantly reduce the Crediting Base by substantiallymore than the amount of the withdrawal or transfer. Amounts withdrawn include partial withdrawals, full surrenders, paymentof the death benefit, and amounts withdrawn to be applied to an Income Payout Option. As the Risk Control Account value is reducedby amounts withdrawn or transferred, the amount of interest credited at the end of the Interest Term may also be reduced.

The Contractmay not be suitable for short-term investing or for investors who plan to take withdrawals (including systematic withdrawals orRequired Minimum Distributions) or surrender the Contract on any day other than every sixth Contract Anniversary.

InterestAdjustment. The rolling six-year Interest Adjustment protects the Company from market losses relating to changes in the valueof the investments that support the guarantees under the Contract when amounts are withdrawn from an Allocation Option beforethe end of each six-year period. A withdrawal, including a partial withdrawal, a full surrender of the Contract, the Death Benefitpayment, or amounts withdrawn to be applied to an Income Payout Option, made prior to theend of the rolling six-year period beginning on the Contract Issue Date, may be adjusted (increased or decreased) by theInterest Adjustment. This could significantly reduce the Death Benefit, the amount withdrawn, and the amount of interest creditedat the end of the Interest Term. The Interest Adjustment applies for the rolling six-year period beginning on the ContractIssue Date. Rates used in determining the Interest Adjustment are reset every sixth Contract Anniversary. The Interest Adjustmentdoes not apply to transfers or to amounts withdrawn on every sixth Contract Anniversary.

WithdrawalOptions. Withdrawals, including Annual Free Withdrawal Amounts, could significantly reduce the Death Benefit and theContract Value, perhaps by substantially more than the amount withdrawn, as well as the amount of interest credited to an AllocationOption, and could terminate the Contract. This Contract may not be suitable for you if youintend to take partial withdrawals (including systematic withdrawals and Required Minimum Distributions) or surrender theContract on any day other than every sixth Contract Anniversary. Interest is not credited to amounts withdrawn prior to theend of the Interest Term, and there will be an Equity Adjustment applied, which may be positive or negative.However, the Contract 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“ on page 45 and “Access to Your Money” on page 35 for more details.

SurrenderCharge. A Surrender Charge may be imposed upon the surrender of the Contract or withdrawal of Contract Value from theContract for a period of six years from the Contract Issue Date. The maximum Surrender Charge,which varies depending on the date your Contract is issued, is set forth under “Fees and Expenses“ on page 14.

IncomeOptions. You have several income options to choose from during the Payout Period.

DeathBenefit. The Death Benefit during the Accumulation Period is equal to the greaterof Contract Value or the Purchase Payment adjusted for withdrawals as of the date the Death Benefit is payable. Withdrawalscould significantly reduce the Death Benefit, perhaps by substantially more than the amount of the withdrawal. We do not applya Surrender Charge in determining the Death Benefit. However, the Equity Adjustment and Interest Adjustment will be applied tothe Death Benefit proceeds.

Rightto Examine. You may cancel your Contract and receive either your Purchase Payment or yourContract Value depending upon applicable state law (See Right to Examine on page 17).

RiskFactors

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

IndexReturn Risk. If you are invested in a Risk Control Account and the relevant Indexdeclines, it may or may not reduce your Risk Control Account Value. This depends on the Risk Control Account to which you allocatedyour Contact Value. Nevertheless, you always assume the investment risk that no interest will be credited and therefore the IndexReturn will not increase your Risk Control Account Value. You also bear the risk that sustained declines in the relevant Indexmay cause the Index Return to not increase your Risk Control Account Value for a prolonged period.

Ifyou allocate to a Risk Control Account with a Floor, you assume the risk of a negative Adjusted Index Return up to the amountof the Floor, which means your Risk Control Account Value could decline.

Additionally,if you allocate to a Risk Control Account with a Buffer, you assume the risk of a negative Adjusted Index Return after applicationof the Buffer, which means your Risk Control Account Value could decline significantly. If there is a large decline in the referenceIndex, the risk of loss on the Buffer is significantly higher than the Floor. For example, if the Floor is -10% and the Bufferis -10%, if the Index declines by 30% during the Interest Term, the Adjusted Index Return applied to the Floor account is -10%whereas the Adjusted Index Return applied to the Buffer account is -20% (the excess of the 30% decline over the -10% Buffer).

Inaddition, you assume the risk that the Cap can be reduced to as little as 1.0% and the Participation Rate can be reduced to aslittle as 10%. The Floors and Buffer for an Allocation Option will not change during thelife of your Contract unless the Allocation Option is discontinued. You assume the risk that the Allocation Options are discontinued,including the -10% Buffer, and the only option remaining is aFloor of 0%.

The riskof loss becomes greater with a partial withdrawal, surrender of the Contract, payment of the Death Benefit, or application ofthe Contract Value to an income payout option due to the Interest Adjustment, Equity Adjustment, and Surrender Charge.

LiquidityRisk. We designed your Contract to be a long-term investment that you mayuse to help save for retirement and provide lifetime income. Your Contract is not designed to be a short-term investment. Whileyou are permitted to take partial withdrawals from the Contract or fully surrender the Contract during the Accumulation Periodby Authorized Request, such withdrawals may be subject to a Surrender Charge, Equity Adjustment, and Interest Adjustment and mayimpact your Death Benefit and payments under the Income Payout Option you choose. The Contract may not be suitable forinvestors who plan to take withdrawals (including systematic withdrawals and Required Minimum Distributions) or surrender theContract on any day other than every sixth Contract Anniversary. Interest is not credited to amounts withdrawn prior to theend of the Interest Term, and there will be an Equity Adjustment applied, which may be positive or negative. Wemay defer payments made under this Contract for up to six months if the insurance regulatory authority of the state in which weissued the Contract approves such deferral.

Lossof Principal Risk. There is a risk of loss of principal and previously credited interest in the Risk Control Accounts of upto 90% with the Buffer and 10% with the Floor due to negative Index performance. The Floor and Buffer describe the level ofinvestment loss that can be experienced in one Interest Term, but losses over multiple Interest Terms could result in a loss ofpreviously credited interest and a loss of principal. Withdrawals and surrenders from a Risk Control Account for any reason couldresult in a loss of previously credited interest or principal even if performance has been positive because of proportionate withdrawalcalculations, Surrender Charges, the Equity Adjustment, and the Interest Adjustment, and this loss could exceed 90% and 10%, respectively.Investment in the Declared Rate Account could result in a loss of principal and previously credited interest due to SurrenderCharges and the Interest Adjustment.

MarketRisk. The historical performance of an Index relating to a Risk Control Accountshould not be taken as an indication of the future performance of the Index. The performance of an Index will be influenced bycomplex and interrelated economic, financial, regulatory, geographic, judicial, political, and other factors that can affect thecapital markets generally, and by various circumstances that can influence the performance of securities in a particular marketsegment.

The Russian/Ukraineconflict and the resulting responses by the United States and other governments could create economic disruption that resultsin increased market volatility and present economic uncertainty. The duration of these events and their future impact on the financialmarkets and global economy, are difficult to determine. Any such impact could adversely affect the performance of the securitiesthat comprise the reference Indices and may lead to losses on your investment in the Allocation Options.

ReinvestmentRisk. You assume the risk that if we do not receive transfer instructions at leastone Business Day prior to the end of the current Interest Term, we will apply the maturing Contract Value to a new Interest Termof the same Allocation Option. Any applicable Floor will also be applied to the new Interest Term. If the same Allocation Optionis not available, we will apply the value to the Declared Rate Account with a 1-year Interest Term. These default Allocation Optionsmay not align with your desired allocations.

RiskThat We May Eliminate an Allocation Option or Eliminate or Substitute an Index. There is no guarantee that any AllocationOption or Index will be available during the entire time you own your Contract. We may discontinue an Allocation Option or Indexeffective as of the end of an Interest Term, or in the case of certain Index changes described below, an Allocation Option mayalso be discontinued before the end of an Interest Term if we do not provide a substitute Index. We will notify you of the discontinuationof an Allocation Option. Such a change will be subject to any applicable regulatory approval that may be required.

We may replacecurrently available Indices if they are discontinued or there is a material change in the calculation of the Index. Examples ofsuch material changes to the Index include, without limitation: a contractual dispute between us and the Index provider, changesthat make it impractical or too expensive to purchase derivatives to hedge the Index, or changes that result in significantlydifferent Index Values or performance. If we substitute the Index, the performance of the new Index may differ from the originalIndex. If an Index is substituted in the middle of an Interest Term, we will calculate interest up to the date the first Indexterminates. Interest will then be calculated from the date the new Index is used until the end of the Index Term and the two interestamounts will be added together to determine the credited interest for the Interest Term. This, in turn, may affect the interestyou earn and affect how you want to allocate Contract Value between available Risk Control Accounts. If we eliminate an AllocationOption or eliminate or substitute an Index, and you do not wish to allocate your Contract Value to the Risk Control Accounts availableunder the Contract, you may surrender your Contract, but you may be subject to a Surrender Charge, Equity Adjustment, and InterestAdjustment, which may result in a loss of principal and credited interest. A surrender of the Contract may also be subject totaxes and tax penalties.

ContractIssue Date Risk. The Company only issues the Contract on the 10^th and 25^th of each month. Therefore,the Purchase Payment may be held in the Company’s General Account for up to fifteen days prior to being invested in theContract and will not earn any interest during that period.

RiskControl Account Transfer Risk. For Contracts issued on or after [May ___, 2023], you should understand the following risksassociated with Risk Control Account Transfers, which are irrevocable once made.

Risk ControlTransfers are subject to the Equity Adjustment, which may reduce the Contract Value. With respect to the amount transferred, youwill no longer participate in the Crediting Strategy performance, positive or negative, for the remainder of the Interest Termfor the Risk Control Account. As a result, you may receive less than you would have received if you remained in the Risk ControlAccount until the end of the Interest Term. This includes the possibility of receiving less than the full Floor or Buffer protection.

The transferredvalue is the Risk Control Account Value calculated at the end of the Business Day the transfer request is received in Good Order.This means you will not be able to determine your Risk Control Account Value in advance of requesting the Risk Control AccountTransfer, and the transferred value may be higher or lower than it was at the time of your request.

If a RiskControl Account Transfer is executed when your Risk Control Account Value has declined, you may transfer at a loss. It is possiblethat you would have realized less of a loss or no loss if the Risk Control Account Transfer occurred later or was held until theend of the Interest Term. We will not provide advice or notify you regarding whether you should or should not make a transferor the optimal time for doing so. We will not warn you if you exercise a Risk Control Account Transfer at a sub-optimal time.We are not responsible for any losses related to your decision whether or not to transfer prior to the end of the Interest Term.

Creditorand Solvency Risk. Our General Account assets support the guarantees underthe Contract and are subject to the claims of our creditors. As such, the guarantees under the Contract are subject to ourfinancial strength and claims-paying ability, and therefore, to the risk that we may default on those guarantees. You needto consider our financial strength and claims-paying ability in meeting the guarantees under the Contract. You may obtain informationon our financial condition by reviewing our financial statements included in this Prospectus. Additionally, information concerningour business and operations is set forth in the section of this Prospectus entitled “Management’s Discussion and Analysisof Financial Condition and Results of Operations.”

We are exposedto 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 natural or man-made disasteror catastrophe, including a pandemic (such as the coronavirus COVID-19), could affect the ability, or willingness, of our workforceand employees of service providers and third-party administrators to perform their job responsibilities. Even if our workforceand employees of our service providers and third-party administrators were able to work remotely, those remote work arrangementscould result in our business operations being less efficient than under normal circumstances and lead to delays in our issuingContracts and processing of other Contract-related transactions, including orders from Owners. Catastrophic events may negativelyaffect the computer and other systems on which we rely and may interfere with our ability to receive, pickup and process mail,our processing of Contract-related transactions, impact our ability to calculate Contract Value, or have other possible negativeimpacts. There can be no assurance that we or our service providers will avoid losses affecting your Contract due to a naturaldisaster or catastrophe.

OtherImportant Information You Should Know

NoOwnership Rights – As a Contract Owner, you have no ownership interest or rights in the underlying securities comprisingthe reference Indexes, such as voting rights, dividend payments, or other distributions. Purchasing the Contract is not equivalentto investing in the underlying securities comprising the Indexes. The S&P 500 Index and the Dimensional [          ]Index do not reflect dividends paid on the securities comprising such Index, and, therefore, the calculation of the performanceof each Index under the Contract does not reflect the full investment performance of the underlying securities.

NoAffiliation with Index or Underlying Securities – We are not affiliated with the sponsors of the Indexes or theunderlying securities comprising the Indexes. Consequently, the Indexes and the issuers of the underlying securities comprisingthe Indexes have no involvement with the Contract.

PossibleTax Law Changes – There always is the possibility that the tax treatment of the Contract could change by legislationor otherwise. We have the right to modify the Contract in response to legislative changes that could diminish the favorable taxtreatment that Owners receive. You should consult a tax adviser with respect to legislative developments and their effect on theContract.

FEESAND EXPENSES

Thefollowing information describes the fees and expenses you will pay when buying, owning, and surrendering the Contract.

SurrenderCharge⁽¹⁾ (as a percentage of ContractValue withdrawn)

OtherExpenses

PremiumTax⁽²⁾ (as a percentage of the Purchase Payment)                                        3.5%

EquityAdjustment

Appliesto any distribution or transfer prior to the end of an Interest Term (except for Contract Value in the Declared Rate Account)and can increase or decrease your amount withdrawn or transferred or the Surrender Value

InterestAdjustment

Appliesto any distribution prior to the end of the six-year rolling period that begins on the Contract Issue Date (except for transfers,or for Contracts issued on or after September 25, 2022, to the Annual Free Withdrawal Amount) and can increase or decrease youramount withdrawn or the Surrender Value

⁽¹⁾We deduct a Surrender Charge from each withdrawal and surrender that exceeds the AnnualFree Withdrawal Amount during the first six Contract Years. We do not assess a Surrender Charge on certain withdrawals and surrendersdescribed below. 

⁽²⁾Premium tax is not currently deducted, but we reserve the right to do so in the future. State premium taxes currently rangefrom 0% to 3.5% of the Purchase Payment.

SurrenderCharge

We deducta Surrender Charge from each withdrawal or surrender that exceeds the Annual Free Withdrawal Amount during the first six ContractYears. The Surrender Charge schedule is expressed as a percentage of the Contract Value withdrawn or surrendered as shown in theSurrender Charge table. The Surrender Charge is assessed before application of the Interest Adjustment.

Forexample, if it is the 3^rd Contract Year and the Contract Value as of the secondContract Anniversary is $100,000 and you withdraw $30,000, the Annual Free Withdrawal Amountis $10,000 (i.e., $100,000 x 10%) and the Surrender Charge is $1,600 (i.e., ($30,000 - $10,000) x 8%). Unless otherwise instructed,the Surrender Charge will be deducted from the amount withdrawn. Therefore, the amount received will be $28,400 (i.e., $30,000- $1,600). For more examples of how we calculate the Surrender Charge, see Appendix B to this Prospectus.

Wewill not assess the Surrender Charge on:

SurrenderCharges offset promotion, distribution expenses, and investment risks born by the Company. To the extent Surrender Charges areinsufficient to cover these risks and expenses, the Company will pay for the costs that it incurs from its General Account.

Forinformation on the Annual Free Withdrawal Amount and Surrender Charge waivers, see “Access to Your Money.”

EquityAdjustment

The EquityAdjustment protects the Company from market losses relating to changes in the value of the investments that support the Risk ControlAccounts when withdrawals, including partial withdrawals, transfers, full surrenders, Death Benefit payments, or amounts withdrawnto be applied to an Income Payout Option, are made during the Interest Term. The Equity Adjustment applies for the entire InterestTerm, which could be six years, but does not apply on the first or last day of the Interest Term.

The EquityAdjustment may be negative even when the Index Return is positive, or may be positive even when the Index Return is negative.This is primarily due to market inputs for volatility, interest rates, and dividends as well as the amortized option cost, andtrading costs. A negative Equity Adjustment will reduce the Contract Value and the amount of interest credited to a Risk ControlAccount.

The EquityAdjustment is calculated separately for each Risk Control Account and varies based on the Crediting Strategy. The Equity Adjustmentis not applied to Contract Value in the Declared Rate Account. The Equity Adjustment is calculated as of the end of each day,except the first and last Business Day of an Interest Term.

InterestAdjustment

Therolling six-year Interest Adjustment protects the Company from market losses relating to changes in the value of the investmentsthat support the guarantees under the Contract when amounts are withdrawn from an Allocation Option before the end of each six-yearperiod. The Interest Adjustment reflects the change in value of the investments that support the guarantees under this Contractupon withdrawal during the six-year rolling period beginning on the Contract Issue Date. Rates used in determining the InterestAdjustment are reset every sixth Contract Anniversary.

Awithdrawal, including a partial withdrawal, a full surrender of the Contract, the Death Benefit, or the Contract Value appliedto an Income Payout Option, may be adjusted (increased or decreased) for the InterestAdjustment. The Interest Adjustment applies to every Allocation Option, including the Declared Rate Account. The Interest Adjustmentwill always apply for the six-year rolling period beginning on the Contract Issue Date even if the Allocation Options electedhave an Interest Term of less than six years. The Interest Adjustment does not apply to transfers or to amounts withdrawn on everysixth Contract Anniversary. For Contracts issued on or after September 25, 2022, the Interest Adjustment does not apply to theAnnual Free Withdrawal amount.

IMPORTANT:The Interest Adjustment will either increase or decrease the amount you receive from a partial withdrawal, a full surrender ofthe contract, the Death Benefit, or the Contract Value applied to an Income Payout Option. You may lose a portion of your principaland previously credited interest due to the Interest Adjustment regardless of the Allocation Options to which you allocated ContractValue. You directly bear the investment risk associated with an Interest Adjustment. You should carefully consider your incomeneeds before purchasing the Contract.

OtherInformation

Weassume investment risks and costs in providing the guarantees under the Contract. These investment risks include the risks weassume in providing the Floors and Buffers for the Risk Control Accounts, the Declared Interest Rate for the Declared Rate Account,the surrender rights available under the Contract, the Death Benefit, and the income payments. We must provide the rates and benefitsset forth in your Contract regardless of how our General Account investments that support the guarantees we provide perform. Tohelp manage our investment risks, we engage in certain risk management techniques. There are costs associated with those riskmanagement techniques. You do not directly pay the costs associated with our risk management techniques. However, we take thosecosts into account when we set rates and guarantees under your Contract.

GETTINGSTARTED – THE ACCUMULATION PERIOD

The Prospectusdescribes all material rights, benefits, and obligations under the Contract. All material state variations in the Contract aredescribed in Appendix C to this Prospectus and in your Contract. Please review AppendixC for any variations from standard Contract provisions that may apply to your Contract based on the state in which your Contractwas issued. Your financial professional can provide you with more information about those state variations.

Purchasinga Contract

Weoffer the Contract to individuals, certain retirement plans, and other entities. To purchase a Contract, you and the Annuitantmust be at least Age 21 and no older than Age 85.

Wesell the Contract through financial professionals who are also agents of the Company. To start the purchase process, you mustsubmit an application to your financial professional. The Purchase Payment must either be paid at the Company’s AdministrativeOffice or delivered to your financial professional. Your financial professional will then forward your completed application andPurchase Payment (if applicable) to us. After we receive a completed application, Purchase Payment, and all other informationnecessary to process a purchase order in Good Order, we will begin the process of issuing the Contract on the next Contract IssueDate available. The selling firm’s determination of whether the Contract is suitablefor you may delay our receipt of your application. Any such delays will affect when we issueyour Contract. If the application for a Contract is properly completed and is accompanied by all the information necessaryto process it, including payment of the Purchase Payment, the Purchase Payment will be allocated to the Allocation Options youchoose on the next available Contract Issue Date.

IMPORTANT:You may use the Contract with certain tax qualified retirement plans (“IRA”). 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 and other non-tax related benefits. Please consult a tax adviser for information specific to your circumstances to determinewhether the Contract is an appropriate investment for you.

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 Interest Adjustment on the existingcontract. If the exchange does not qualify for Section 1035 tax treatment, you may have to pay federal income tax, including apossible penalty tax, on your old contract. There will be a new Contract Issue Date for the purpose of determining any SurrenderCharges for this Contract and other charges may be higher (or lower) and the benefits may be different. There may be delays inour processing of the exchange. You should not exchange another contract for this one unless you determine, after knowing allthe facts that the exchange is in your best interest. In general, the person selling you this Contract will earn a commissionfrom us.

Owner

The Owneris the person(s) or entity who own(s) this Contract and has (have) all rights under this Contract. Unless owned by a non-naturalperson, the Owner is also the person(s) whose death determines the Death Benefit. Joint Owners are not allowed on Qualified Contractsor contracts owned by a non-natural person. The maximum number of Owners is two. The consent of both Joint Owners is needed tocomplete an Authorized Request. The Owner is also referred to as “you” or “your”. Whilethe Owner is living, the Owner is also the person(s) or entity who receives income payments during the Payout Period while theAnnuitant is also living. If there are multiple Owners, each Owner will have equal ownership of the Contract and all referencesto Owner will mean Joint Owners. Joint Owners are not allowed on qualified contracts or contracts owned by a non-natural person.

TheOwner names the Annuitant or Joint Annuitants. All rights under the Contract may be exercised by the Owner, subject to the rightsof any other Owner. Assignment of the Contract by the Owner is not permitted unless the statein which the Contract is issued requires us to provide the Owner the right to assign the Contract, as identified in Appendix Cto this Prospectus. In that case, the Owner must provide us with advance Written Notice of the assignment and the assignment issubject to our approval, unless those requirements are inconsistent with the law of the state in which the Contract is issued.

TheOwner may request to change the Owner at any time before the Income Payout Date. If an Owneris added or changed, the amount that will be paid upon the death of the new Owner will be impacted as described in the “DeathBenefit” section in this Prospectus. Any change of Owner must be made by Authorized Request and is subject to our acceptance.We reserve the right to refuse such change on a non-discriminatory basis. Unless otherwise specified by the Owner, such change,if accepted by us, will take effect as of the date the Authorized Request was signed. We are not liable for any payment we makeor action we take before we receive the Authorized Request.

Ifan Owner who is a natural person dies during the Accumulation Period, your Beneficiary isentitled to a Death Benefit. If you have a Joint Owner, the Death Benefit will be available when the first Joint Owner dies. Ifthere is a surviving Joint Owner the surviving Joint Owner will be treated as the sole primary Beneficiary, and any other designatedBeneficiary will be treated as a contingent Beneficiary.

Divorce

In the eventof divorce, the former Spouse must provide a copy of the divorce decree (or a qualified domestic relations order if it is a qualifiedplan) to us. The terms of the decree/order must identify the Contract and specify how the Contract Value should be allocated amongthe former Spouses.

Annuitant

TheAnnuitant is the natural person(s) whose life (or lives) determines the income payment amount payable under the Contract. If theOwner is a non-natural person, the Annuitant(s) is also the person(s) whose death determines the Death Benefit. If the Owner isa natural person, the Owner may change the Annuitant at any time provided it is at least 30 days before the Income Payout Dateby Authorized Request. Unless otherwise specified by the Owner, such change will take effect as of the date the Authorized Requestwas signed. We are not liable for any payment we make or action we take before we receive the Authorized Request. If you changethe Annuitant, the Income Payout Date will not change. If the Owner is a non-natural person, the Annuitant cannot be changed.The Annuitant does not have any rights under the Contract.

Beneficiary

The person(s)or entity named by the Owner to receive proceeds payable upon the death of the first Owner or the first Annuitant if the Owneris a non-natural person. Prior to the Income Payout Date, if no Beneficiary survives the Owner, the proceeds will be paid to theOwner’s estate. If there are Joint Owners and we are unable to determine that one of the Joint Owners predeceased the other,it will be assumed that the Joint Owners died simultaneously. In this instance the Death Benefit will be divided equally amongthe Joint Owners’ estates. If there is more than one Beneficiary, each Beneficiary will receive an equal share unless otherwisespecified by the Owner. If Joint Owners have been designated, the surviving Joint Owner will be treated as the sole primary Beneficiaryand any other designated Beneficiary will be treated as a contingent Beneficiary.

Youmay change the Beneficiary by an Authorized Request sent to us, or you may name one or more Beneficiaries. A change of Beneficiarywill take effect on the date the Authorized Request was signed. If there are Joint Owners, each Owner must sign the AuthorizedRequest. In addition, any irrevocable beneficiary or assignee must sign the Authorized Request. Anirrevocable beneficiary is any beneficiary who must consent to being changed or removed. We are not liable for any payment wemake or action we take before we receive the Authorized Request.

Usecare when naming Beneficiaries. If you have any questions concerning the criteria you should use when choosing Beneficiaries,consult your financial professional.

Rightto Examine

Youmay cancel your Contract and return it to your financial professional or to us within a certain number of days after you receivethe Contract and receive a refund of either the Purchase Payment you paid less withdrawals or your Contract Value, depending onthe state in which your Contract was issued. If the Contract Value exceeds your Purchase Payment, you will receive the ContractValue regardless of where the Contract was issued. If the Purchase Payment exceeds the Contract Value, the refund will be yourContract Value unless the state in which the Contract was issued requires that the Purchase Payment less withdrawals be returned.If your Contract is an IRA, we will refund the greater of your Purchase Payment less withdrawalsor your Contract Value. The Contract Value includes any applicable Equity Adjustment. Generally,you must return your Contract within 10 days of receipt (30 days if it is a replacement contract), but some states may permita different period for you to return your Contract. Refunds will not be subject to a Surrender Charge or Interest Adjustment andwill be paid within seven days following the date of cancellation. State variations are described in Appendix C to this Prospectus.If you cancel your Contract by exercising your Right to Examine and attempt to purchase a substantially similar Contract the Companymay refuse to issue the second Contract.

ALLOCATINGYOUR PURCHASE PAYMENT

PurchasePayment

If the applicationfor a Contract is in Good Order, which includes our receipt of the Purchase Payment, we will issue the Contract on the next availableContract Issue Date. Contract Issue Dates offered by the Company are currently the 10^thand 25^th of each month unless those days fall on a non-Business Day. In that case, we issue the Contract on thenext Business Day with an effective Contract Issue Date of the 10^th or 25^th. Please note that duringthe period between the date your Purchase Payment is delivered to us and the next available Contract Issue Date, we will holdyour Purchase Payment in our General Account and not pay interest on it. Thus, during that period, your Purchase Payment willnot be allocated to either the Risk Control Accounts or the Declared Rate Account.

Theminimum initial Purchase Payment for a Non-Qualified or Qualified Contract is $5,000. The Company does not allow additional PurchasePayments after the initial Purchase Payment. A Purchase Payment for a Contract, or Purchase Payments for multiple Contracts ownedby the same individual, that equals or exceeds $1 million requires our prior approval, which may be withheld at our sole discretion.

PurchasePayment and Allocation Options

Dependingon the date your Contract was issued, there are currently up to nine Allocation Options under the Contract, among which you mayallocate your Purchase Payment and Contract Value. Your selling firm may limit the Allocation Options available to you when yourContract is issued.

Youmust specify the percentage of your Purchase Payment to be allocated to each Allocation Option on the Contract Issue Date. Theamount you direct to an Allocation Option must be in whole percentages from 1% to 100% of the Purchase Payment and your totalallocation must equal 100%. Generally, the lower the Floor, the higher the Cap. For example,the Cap may be 2% for the 0% Floor, whereas the Cap may be 12% for the -10% Floor. Once elected, the Floor cannot be changed untilthe end of the Interest Term.

In decidingbetween the Floor and Buffer options, you should consider the loss potential for each account. With the Buffer, losses up to -10%will not be credited, but there is potential to lose substantially more than the Floor if there are large market losses. The Buffermay offer additional gain potential through the Participation Rate in comparison to the Cap, but the gain potential should beweighed against the risk of loss.

Additionally,an investor should consider and understand the difference between the 6-year Interest Term and the 1-year Interest Term. For the6-year Interest Term, interest is not calculated or credited until the end of the Interest Term; therefore, the Crediting Strategyfactors (i.e., the Cap, Participation Rate, Floor, and Buffer) only apply at the end of the Interest Term and not on an annualbasis. Furthermore, any partial withdrawal, full surrender, Death Benefit payment, Risk Control Account Transfer, or amounts withdrawnto be applied to an Income Payout Option prior to the end of the Interest Term could significantly reduce the Contract Value andthe amount of interest credited at the end of the Interest Term due to the Surrender Charge, Equity Adjustment, Interest Adjustment,and proportional reduction to withdrawals.

We offereleven Floor options which provide different levels of protection, 0%, -1%, -2%, -3%, -4%, -5%, -6%, -7%, -8%, -9%, and -10%.If you allocate to an Allocation Option with a Floor Crediting Strategy, you must also specify your Floor by choosing one of theeleven available options.

ThePurchase Payment will be allocated on the Contract Issue Date to the Allocation Options according to the allocation instructionson file with us.

Transactionsthat are scheduled to occur on a day that the Index Value for a Risk Control Account is not available will be processed on thenext Business Day at the Index Value for that day.

We may offeradditional Allocation Options at our discretion, which includes offering an additional Index, Crediting Strategy, or InterestTerm. We may also discontinue an Allocation Option, effective as of the end of an Interest Term, or in the case of certain Indexchanges described below, before the end of an Interest Term. There is no guarantee that any Allocation option or Index will beavailable during the entire time you own your Contract. We will notify you of the addition or discontinuation of an AllocationOption or Index. Such a change will be subject to any required regulatory approval. Any change we make will be on a non-discriminatorybasis.

ReallocatingYour Contract Value: Transfers

An AllocationOption is available on the Contract Issue Date and at the end of the Interest Term. For example, an Interest Term of one yearis available on the Contract Issue Date and every Contract Anniversary thereafter; whereas an Interest Term of six years is availableon the Contract Issue Date and every sixth Contract Anniversary. This means that the six-year Interest Term will not be availablefor you to allocate Contract Value to on every Contract Anniversary. Additionally, the six-year Interest Term is unavailable ifthe Income Payout Date is less than six years from the start of the Interest Term.

At leasttwo weeks prior to the end of an Interest Term, Owners will be notified of the available Allocation Options to which they maytransfer their maturing Contract Value. The new Allocation Options may have different Interest Terms and Crediting Strategiesthan what was previously available.

New transferinstructions by Authorized Request will supersede any prior transfer instructions for a given Allocation Option. Transfers arenot permitted during an Interest Term, except as described below for Risk Control Account Transfers available for Contracts issuedon or after [May __, 2023].

If we donot receive transfer instructions by Authorized Request at least one Business Day prior to the end of the current Interest Term,we will apply the value of the maturing Contract Value to a new Interest Term of the same Allocation Option. Any applicable Floorwill also be applied to the new Index Term. If the same Allocation Option is not available, we will apply the value to the DeclaredRate Account with a 1-year Interest Term.

RiskControl Account Transfers (available for Contracts issued on or after [May __, 2023]). Prior to the end of the Interest Term,you may transfer some or all of the Risk Control Account Value from any Risk Control Account to the Declared Rate Account. RiskControl Account Transfers are subject to the Equity Adjustment. Transfer instructions must be provided by Authorized Request atleast one Business Day prior to the end of the Risk Control Account’s Interest Term.

Requestsfor Risk Control Account Transfers that are received at our Administrative Office in Good Order at least one Business Day priorto the end of the Risk Control Account’s Interest Term will be processed as of the end of that Business Day. Requests receivedon the last Business Day of the Interest Term will be considered not in Good Order and no action will be taken. Requests receivedat any other time will be processed as of the end of the next Business Day.

The RiskControl Account Value will be calculated at the end of the Business Day the Risk Control Account Transfer request is receivedin Good Order. This means you will not be able to determine your Risk Control Account Value in advance of requesting the RiskControl Account Transfer. If your requested Risk Control Account Transfer is greater than the Risk Control Account Value at theend of the Business Day the transfer request is received in Good Order, we will transfer all of the Risk Control Account Value,which will be less than the Risk Control Account Transfer you requested.

The RiskControl Account Transfer is irrevocable once the transfer is requested, and the transferred amount will remain in the DeclaredRate Account until the next Contract Anniversary. On the next Contract Anniversary, you may remain in the Declared Rate Accountor transfer to any available Allocation Option. Not all Allocation Options are available on every Contract Anniversary as describedabove. If we do not receive transfer instructions by Authorized Request at least one Business Day prior to your Contract Anniversary,we will apply the value of the maturing Contract Value to a new Declared Rate Account Interest Term.

While inthe Declared Rate Account, transferred value will accumulate at the Declared Rate Account Interest Rate. See “Contract Value”for additional information on how your Contract Value will be impacted by a transfer,

You shouldfully understand the impact of the Risk Control Account Transfer prior to exercising this privilege. See “Risk Control AccountTransfer Risk.”

Restrictionson Risk Control Account Transfers. Other than described in this prospectus, we currently do not impose any restrictions onRisk Control Account Transfers. We may change, discontinue, or establish restrictions on Risk Control Account Transfers, includinglimitations on the number, frequency, or dollar amount of Risk Control Account Transfers at any time.

Changesto Crediting Strategy Components. The initial Cap, Participation Rate, and Declared InterestRate are available in advance of the Contract Issue Date and will be provided by your financial professional or by calling theCompany at 1-800-798-5500. The Cap, Participation Rate, and Declared Interest Rate will not change during the InterestTerm. We may declare a new Cap, Participation Rate and Declared Interest Rate for each subsequent Interest Term and will notifyyou of the new Cap, Participation Rate and Declared Interest Rate at least two weeks in advance of the start of an Interest Term.The Cap and Participation Rate will never be lower than the minimum rates described in this Prospectus. See “Declared RateAccount Allocation Option” for the Minimum Interest Rate and “Risk Control Account Allocation Options – Settingthe Crediting Strategies” for the minimum Cap and Participation Rate. The Floors and Buffer for an Allocation Option willnot change during the life of your Contract unless the Allocation Option is discontinued. However, an Allocation Option with aFloor of 0% will always be available. We may not always make available Allocation Options with Buffers, however, if one is available,a Buffer of -10% or more will be available. In other words, there would be a Buffer option to limit the maximum loss to no morethan 90%.

Additionor Discontinuation of an Allocation Option. We may offer additional Allocation Options at our discretion, which includes offeringan additional Index, Crediting Strategy, or Interest Term. We may also discontinue an Allocation Option at our discretion effectiveas of the end of an Interest Term, or in the case of an Index change described below, before the end of an Interest Term if wedo not provide a substitute Index for such Allocation Option.

If an AllocationOption is discontinued during an Interest Term, the Risk Control Account Value of the discontinued Allocation Option (which includesthe Equity Adjustment but not interest) will be transferred to the Declared Rate Account where it will earn the Declared InterestRate and can be transferred on the next Contract Anniversary.

We willnotify you of the addition or discontinuation of an Allocation Option by sending you writtennotice at your last known address stating the effective date on which the Allocation Option will be added or discontinued. Wewill send you the notice in your annual report unless earlier written notice is necessary. Such a change will be subjectto any required regulatory approval.

DECLAREDRATE ACCOUNT ALLOCATION OPTION

TheDeclared Rate Separate Account is an insulated separate account that we established withinour General Account and under the laws of Iowa in which we hold reserves for our guarantees under the Declared Rate Account. Ourother General Account assets are also available to meet those and other guarantees under the Contract and our other general obligations.The Declared Rate Separate Account is not registered under the Investment Company Act of 1940. Theassets in the Declared Rate Separate Account are equal to the reserves and other liabilities of the contracts supported by theDeclared Rate Separate Account and are not chargeable with liabilities arising out of any other business that we conduct. We havethe right to transfer to our General Account any assets of the Declared Rate Separate Account that are in excess of such reservesand other contract liabilities. The guarantees in this Contract are subject to the Company’s financial strength andclaims-paying ability.

You mayallocate all or a portion of your Purchase Payment and Contract Value to the Declared Rate Account. Contract Value allocated tothe Declared Rate Account becomes part of the Declared Rate Account Value.

The CreditingStrategy, which is the method by which interest is calculated, for the Declared Rate Account is the Declared Interest Rate. TheDeclared Rate Account Value is credited with interest at the end of each business day. The applicable interest credited, whencompounded, equals the Declared Interest Rate. The Declared Interest Rate will not change for the duration of the 1-Year InterestTerm. We may declare a new Declared Interest Rate for each subsequent 1-year Interest Term and will notify you of the new DeclaredInterest Rate two weeks in advance of the start of an Interest Term. The Declared Interest Rate will never be less than the DeclaredRate Account Minimum Interest Rate. The initial Minimum Interest Rate is shown on your Contract Data Page.

The MinimumInterest Rate will be determined on the Contract Issue Date and every sixth Contract Anniversary based on the calendar quarterin which the Issue Date or Contract Anniversary falls. The Minimum Interest Rate will apply for six years and then will be recalculatedfor the next six-year period.

The MinimumInterest Rate will never be less than the lesser of:

The threemonthly five-year Constant Maturity Treasury rates used in the calculation above are as follows:

RISKCONTROL ACCOUNT ALLOCATION OPTIONS

TheRisk Control Separate Account is an insulated separate account that we established withinour General Account and under the laws of Iowa in which we hold reserves for our guarantees under the Risk Control Accounts. Ourother General Account assets are also available to meet those and other guarantees under the Contract and our other general obligations.The Risk Control Separate Account is not registered under the Investment Company Act of 1940. Theassets in the Risk Control Separate Account are equal to the reserves and other liabilities of the contracts supported by theRisk Control Separate Account and are not chargeable with liabilities arising out of any other business that we conduct. We havethe right to transfer to our General Account any assets of the Risk Control Separate Account that are in excess of such reservesand other contract liabilities. The guarantees in this Contract are subject to the Company’s financial strength andclaims-paying ability.

Youmay allocate all or a portion of your Purchase Payment and Contract Value to the Risk Control Accounts we make available. Theportion of the Contract Value allocated to a Risk Control Account becomes part of the Risk Control Account Value.

Each RiskControl Account is uniquely structured based on the combination of Crediting Strategy, reference Index, and Interest Term. TheCrediting Strategy is the method by which interest is calculated. Currently, the following Crediting Strategies are availablefor the Risk Control Accounts: 

Additionally,we currently offer three reference indices, the S&P 500 Index, the Barclays Risk BalancedIndex, and for Contracts issued on or after [May __, 2023], the Dimensional [          ] Index.

The BarclaysRisk Balanced Index is not available with the Buffer with Cap Crediting Strategy. We offer two Interest Terms, 1 year or 6 years.Risk Control Account Value is credited with interest based on the investment performanceof external Indices, subject to the applicable Crediting Strategy.

The Floorand Buffer are used in determining the level of protection provided by the Risk Control Account. Each Risk Control Account willhave either a Floor or a Buffer. The Floor represents the maximum amount of negative interest that may be credited to the RiskControl Account. The Buffer represents the maximum amount of negative interest assumed by the Company, and any additional negativeinterest will be credited to the Risk Control Account.

We currentlyoffer eleven Floor options which provide different levels of protection, 0%, -1%, -2%, -3%, -4%, -5%, -6%, -7%, -8%, -9%, and-10%. If a Floor of 0% is elected, negative investment performance of the applicable Index will not reduce your Risk Control AccountValue. If any other Floor is chosen, negative investment performance of the applicable Index will reduce your Risk Control AccountValue by up to the amount of the Floor you elected for any Interest Term. Negative investment performance will not reduce yourRisk Control Account Value by more than the Floor even if the Index performance for that Interest Term is lower than the Floor.For example, if the Index performance is -15% and you elected a Floor of -10%, the Company will credit -10% to the Risk ControlAccount Value.

We currentlyoffer one Buffer option, -10%. If this option is elected, negative investment performance of the applicable Index will not reduceyour Risk Control Account Value if the negative investment performance is between zero and -10% for the Interest Term. If theinvestment performance is lower than -10% for the Interest Term, your Risk Control Account Value will be reduced by the amountof negative investment performance in excess of -10%. This means your Risk Control Account Value can be reduced by as much as90% due to negative investment performance of the applicable Index over the Interest Term.

Althoughnegative investment performance is limited by the Floor and Buffer for a given Interest Term, you could lose more due to lossesin subsequent Interest Terms, Surrender Charges, a negative Interest Adjustment, a negative Equity Adjustment, and federal incometax penalties.

The Capand Participation Rate limit the amount of positive interest credited to the Risk Control Account. Each Risk Control Account willhave either a Cap or a Participation Rate. The Cap represents the maximum amount of interest that the Company will credit to theRisk Control Account. The Participation Rate is a percentage multiplied by the Index Return if the Index Return is positive. Ifthe Participation Rate is lower than 100%, it will limit the amount of interest credited by the Company.

The Capand Participation Rate will not change for the duration of the Interest Term. We may declare a new Cap and Participation Ratefor each subsequent Interest Term and will notify you of the new Cap or Participation Rate two weeks in advance of the start ofan Interest Term.

Wehold reserves in the Risk Control Separate Account for amounts allocated to the Risk Control Accounts in support of the guaranteesassociated with the Floor, Buffer, Cap, and Participation Rate. Your Risk Control Account Value reflects, in part, the performanceof the reference Index, subject to the Equity Adjustment and applicable Crediting Strategy. Whenfunds are withdrawn from a Risk Control Account prior to the end of the Interest Term for a surrender, partial withdrawal,Risk Control Account Transfer, annuitization or payment of the Death Benefit, interest iscalculated up to the date of withdrawal through the Equity Adjustment as described below.

The performanceof the S&P 500 Index and Dimensional [          ] Index do not include dividends paid on the securities comprisingeach Index, and therefore, the performance of each Index does not reflect the full performance of those underlying securities.The performance of the Barclays Risk Balanced Index reflects dividends reinvested. The Index Return is the percentage change inthe Index from the beginning of the Interest Term to the end of the Interest Term. Because interest is calculated on a singlepoint in time you may experience negative or flat performance even though the Index experienced gains through some, or most, ofthe Interest Term.

Settingthe Crediting Strategies

Weconsider various factors in determining the Crediting Strategies and associated rates, including investment returns, the costsof our risk management techniques, sales commissions, administrative expenses, regulatory and tax requirements, general economictrends, and competitive factors. We determine the rates for the Cap, Participation Rate,Floor, and Buffer at our sole discretion.

We set theCap and Participation Rate at the start of each Interest Term and guarantee them for the duration of the Interest Term. We willforward advance written notice to Owners of any change in the Cap and Participation Rate for the subsequent Interest Term at leasttwo weeks prior to start of the Interest Term. This notice will describe the Owner’s right to transfer Contract Value betweenavailable Allocation Options. The Cap will always be positive and will be subject to a guaranteed minimum of 1%. The ParticipationRate will always be positive and will be subject to a guaranteed minimum of 10%.

IndexChanges

Wereserve the right to add or substitute any Index. If the publication of an Index is discontinued or the calculation of thatIndex is materially changed, we may substitute a suitable Index that will be used for the remainder of the Interest Term. Examplesof such material changes to the Index include, without limitation: a contractual dispute between us and the Index provider, changesthat make it impractical or too expensive to purchase derivatives to hedge the Index, or changes that result in significantlydifferent Index Values or performance. If we substitute an Index, the performance of the new Index may differ from the originalIndex. This, in turn, may affect the interest credited to the Risk Control Accountand the interest you earn under the Contract. However, a change in the Index will notchange the Cap, Participation Rate, Floor, or Buffer for your Contract at the time of the change. Wewill not substitute an Index until that Index has been approved by the insurance department in your state.

Inthe unlikely event that we substitute the Index, we will attempt to add a suitable alternative index that is substantially similarto the Index being replaced on the same day that we remove the Index. If a change in an Indexis made during an Interest Term, interest will be calculated from the start of the Interest Term until the date that the Indexceased to be available and that interest will be added to or subtracted from the interest calculated for the substitute Indexfrom the date of substitution until the end of the Interest Term. If we are unable to substitutea new Index at the same time an Index ceases to be available there may be a brief interval between the date on which we removethe Index and add a suitable alternative index as a replacement. In this situation, your Contract Value will continue to be allocatedto the Risk Control Accounts. However, any credit to your Contract Value for that Interest Term will not reflect changes in thevalue of the Index or the replacement index during that interim period. If you take a partial withdrawal, surrender, annuitize,or request a Death Benefit during the interim period, we will apply interest to your Contract Value allocated to a Risk ControlAccounts based on the percentage change in the Index from the beginning of the Interest Term to the date on which the Index becameunavailable under the Contract.

Wemay add or substitute an Index associated with the Risk Control Accounts by sending you written notice at your last known addressstating the effective date on which the Index will be added or substituted. We will send you the notice in your annual reportunless earlier written notice is necessary.

CONTRACTVALUE

Onthe Contract Issue Date, your Contract Value equals the Purchase Payment. After the Contract Issue Date, during the AccumulationPeriod, your Contract Value is equal to the sum of the account value in all Allocation Options, including the Declared Rate AccountValue and the Risk Control Account Value(s). The calculation of account value varies by AllocationOption as described below.

DeclaredRate Account Value

The DeclaredRate Account Value on any Business Day is equal to:

The EquityAdjustment does not apply to Contract Value in the Declared Rate Account.

RiskControl Account Value

Your ContractValue allocated to the Risk Control Accounts for any Valuation Period is equal to the sum of your Risk Control Account Value ineach Risk Control Account. The Risk Control Account Value varies based on the Business Day it is calculated:

CreditingBase. The Crediting Base is equal to the amount allocated to a Risk Control Account at the start of the Interest Term,reduced proportionally for any withdrawals or Risk Control Account Transfers. Withdrawals include partial withdrawals, a fullsurrender, Death Benefit payments, or amounts withdrawn to be applied to an Income Payout Option.

A withdrawalor Risk Control Account Transfer will proportionally reduce the Crediting Base by the ratio of the withdrawal to the Risk ControlAccount Value immediately prior to the withdrawal. Withdrawals include any applicable Surrender Charge and Interest Adjustment.A proportional reduction to the Crediting Base could be larger than the amount of the withdrawal or transfer.

The followingformulas are used for this calculation:

The CreditingBase is not used for the Declared Rate Account.

Examplesof Crediting Base After a Withdrawal or Risk Account Transfer

Note, the“withdrawal,” as used in the examples below, includes Risk Control Account Transfers and any applicable SurrenderCharge and Interest Adjustment. Risk Control Account Transfers impact the Crediting Base in the same way as a withdrawal but donot incur Surrender Charges or Interest Adjustments. The Equity Adjustment is reflected in the Risk Control Account Value.

Example 1.Risk Control Account Value immediately prior to the withdrawal is greater than the Crediting Base.

Assume thefollowing:

Step 1: Calculatethe withdrawal as a percentage of Risk Control Account Value

Step 2: Calculatethe reduction in the Crediting Base

Step 3: Calculatethe Crediting Base after withdrawal

Step 4: Calculatethe Equity Adjustment after withdrawal

Step 5: Calculatethe Risk Control Account Value after withdrawal

In this example,because the Risk Control Account Value immediately prior to the withdrawal is greater than the Crediting Base, the reduction tothe Crediting Base ($17,391.30) is less than the amount of the withdrawal ($20,000).

Example 2.Risk Control Account Value immediately prior to the withdrawal is less than the Crediting Base.

Assume thefollowing:

Step 1: Calculatethe withdrawal as a percentage of Risk Control Account Value

Step 2: Calculatethe reduction in the Crediting Base

Step 3: Calculatethe Crediting Base after withdrawal

Step 4: Calculatethe Equity Adjustment after withdrawal

Step 5: Calculate the Risk Control Account Value after withdrawal

In thisexample, because the Risk Control Account Value immediately prior to the withdrawal is less than the Crediting Base, the reductionto the Crediting Base ($25,000) is greater than the amount of the withdrawal ($20,000). This illustrates that the Crediting Basecalculation may result in a reduction in the Crediting Base that is significantly larger than the withdrawal amount.

RiskControl Account Value on the Last Business Day of An Interest Term

On the lastBusiness Day of an Interest Term the Risk Control Account Value equals the Crediting Base multiplied by the sum of one plus theAdjusted Index Return.

IndexReturn. The Index Return and Adjusted Index Return are calculated to determine the interest credited to a Risk ControlAccount. The Index Return and Adjusted Index Return are calculated separately for each Risk Control Account.

The IndexReturn is the percentage change in the index from the beginning of the Interest Term to the end of the Interest Term. The IndexReturn is calculated using the following formula:

IndexReturn = A / B – 1 where, 

A= Index Value on the last day of the Interest Term 

B= Index Value on the first day of the Interest Term

Ifthe first or last day of the Interest Term does not fall on a Business Day, the Index Value for the next Business Day will beused.

AdjustedIndex Return. The Adjusted Index Return is the Index Return for the current Interest Term adjusted for the Crediting Strategy.The calculation of the Adjusted Index Return varies based on the Crediting Strategy:

TheAdjusted Index Return for the Floor and Cap Crediting Strategy is calculated as follows:

Examples:Assume the Floor is -10.00% and the Cap is 10.00%. 

TheAdjusted Index Return for the Buffer and Participation Rate Crediting Strategy is calculated as follows: 

Examples:Assume the Buffer is -10.00% and the Participation Rate is 125%. 

TheAdjusted Index Return for the Buffer and Cap Crediting Strategy is calculated as follows:

Examples:Assume the Buffer is -10.00% and the Cap is 10%.

Examplesof the Risk Control Account Value Calculation on the Last Business Day of an Interest Term. The following examples illustratehow investment performance of the reference Index is applied in crediting interest to the Risk Control Accounts. No withdrawalsare assumed to occur under these examples and all values are determined on the last Business Day of an Interest Term. The examplesillustrate hypothetical circumstances solely for the purpose of demonstrating Risk Control Account calculations and are not intendedas estimates of future performance of the Index.

Example1: This example illustrates how interest would be credited based on the return of the Index using a Cap and Floor CreditingStrategy. In this example, the Index Return is positive and greater than the Cap.

Assume thefollowing information:

As of thefirst day of the Interest Term

As of thelast day of the Interest Term:

Step1: Calculate the Index Return 

Index Returnequals the Index Value on the last day of the Interest Term divided by the Index Value on the first day of the Interest Term minusone. The Index Value on the last day of the Interest Term is 1300 and the Index Value on the first day of the Interest Term is1000. Therefore, the Index Return is 1300 divided by 1000 minus 1 which equals 30% (1300 / 1000 – 1).

Step 2:Calculate the Adjusted Index Return 

The CreditingStrategy is a Floor and Cap. Therefore, because the Index Return of 30% is positive, the Adjusted Index Return equals the lesserof the Index Return or the Cap. The lesser of the Index Return of 30% and the Cap of 15% is 15%.

Step 3:Calculate the Risk Control Account Value 

The RiskControl Account Value equals the Crediting Base multiplied by the sum of one plus the Adjusted Index Return. Therefore, $100,000multiplied by the sum of one plus 15% is $115,000 ($100,000 x (1 + 15%)). The Risk Control Account Value increased by $15,000($115,000 - $100,000).

Example2: This example illustrates how interest would be credited based on the return of the Index using a Cap and Floor CreditingStrategy. In this example, the Index Return is negative. 

Assume thefollowing information:

As of thefirst day of the Interest Term 

As of thelast day of the Interest Term:

Step1: Calculate the Index Return 

Index Returnequals the Index Value on the last day of the Interest Term divided by the Index Value on the first day of the Interest Term minusone. The Index Value on the last day of the Interest Term is 700 and the Index Value on the first day of the Interest Term is1000. Therefore, the Index Return is 700 divided by 1000 minus 1 which equals -30% (700 / 1000 – 1).

Step 2:Calculate the Adjusted Index Return 

The CreditingStrategy is a Floor and Cap. Therefore, because the Index Return of -30% is negative, the Adjusted Index Return equals the greaterof the Index Return or the Floor. The greater of the Index Return of -30% and the Floor of -10% is -10%.

Step 3:Calculate the Risk Control Account Value 

The RiskControl Account Value equals the Crediting Base multiplied by the sum of one plus the Adjusted Index Return. Therefore, $100,000multiplied by the sum of one plus -10% is $90,000 ($100,000 x (1 + (-10%))). The Risk Control Account Value decreased by $10,000($90,000 - $100,000).

Example3: This example illustrates how interest would be credited based on the return of the Index using a Participation Rate andBuffer Crediting Strategy. In this example, the Index Return is positive.

Assume thefollowing information:

As of thefirst day of the Interest Term 

As of thelast day of the Interest Term:

Step1: Calculate the Index Return 

Index Returnequals the Index Value on the last day of the Interest Term divided by the Index Value on the first day of the Interest Term minusone. The Index Value on the last day of the Interest Term is 1300 and the Index Value on the first day of the Interest Term is1000. Therefore, the Index Return is 1300 divided by 1000 minus 1 which equals 30% (1300 / 1000 – 1).

Step 2:Calculate the Adjusted Index Return 

The CreditingStrategy is a Buffer and Participation Rate. Therefore, because the Index Return of 30% is positive, the Adjusted Index Returnequals the Index Return multiplied by the Participation Rate. The Index Return of 30% multiplied by the Participation Rate of115% equals 34.5% (30% x 115%).

Step 3:Calculate the Risk Control Account Value 

The RiskControl Account Value equals the Crediting Base multiplied by the sum of one plus the Adjusted Index Return. Therefore, $100,000multiplied by the sum of one plus 34.5% is $134,500 ($100,000 x (1 + 34.5%)). The Risk Control Account Value increased by $34,500($134,500 - $100,000).

Example4: This example illustrates how interest would be credited based on the return of the Index using a Participation Rate andBuffer Crediting Strategy. In this example, the Index Return is between zero and the Buffer.

Assume thefollowing information:

As of thefirst day of the Interest Term 

As of thelast day of the Interest Term: 

Step1: Calculate the Index Return 

Index Returnequals the Index Value on the last day of the Interest Term divided by the Index Value on the first day of the Interest Term minusone. The Index Value on the last day of the Interest Term is 950 and the Index Value on the first day of the Interest Term is1000. Therefore, the Index Return is 950 divided by 1000 minus 1 which equals -5% (950 / 1000 – 1).

Step 2:Calculate the Adjusted Index Return 

The CreditingStrategy is a Buffer and Participation Rate. Therefore, because the Index Return of -5% is between zero and the Buffer, the AdjustedIndex Return equals zero (0%).

Step 3:Calculate the Risk Control Account Value 

The RiskControl Account Value equals the Crediting Base multiplied by the sum of one plus the Adjusted Index Return. Therefore, $100,000multiplied by the sum of one plus 0% is $100,000 ($100,000 x (1 + 0%)). The Risk Control Account Value did not change ($100,000- $100,000).

Example5: This example illustrates how interest would be credited based on the return of the Index using a Participation Rate andBuffer Crediting Strategy. In this example, the Index Return is lower than the Buffer.

Assume thefollowing information:

As of thefirst day of the Interest Term 

As of thelast day of the Interest Term: 

Step1: Calculate the Index Return 

Index Returnequals the Index Value on the last day of the Interest Term divided by the Index Value on the first day of the Interest Term minusone. The Index Value on the last day of the Interest Term is 700 and the Index Value on the first day of the Interest Term is1000. Therefore, the Index Return is 700 divided by 1000 minus 1 which equals -30% (700 / 1000 – 1).

Step 2:Calculate the Adjusted Index Return 

The CreditingStrategy is a Buffer and Participation Rate. Therefore, because the Index Return of -30% is less than the Buffer, the AdjustedIndex Return equals the Index Return minus the Buffer. The Index Return of -30% minus the Buffer of -10% is -20% (-30% - (-10%)).

Step 3:Calculate the Risk Control Account Value 

The RiskControl Account Value equals the Crediting Base multiplied by the sum of one plus the Adjusted Index Return. Therefore, $100,000multiplied by the sum of one plus -20% is $80,000 ($100,000 x (1 + (-20%))). The Risk Control Account Value decreased by $20,000($80,000 - $100,000).

RiskControl Account Value on any Business Day other than the First or Last Business Day of an Interest Term

On everyBusiness Day other than the first or last Business Day of an Interest Term, the Risk Control Account Value equals the CreditingBase plus the Equity Adjustment.

EquityAdjustment. The Equity Adjustment protects the Company from market losses relating to changes in the value of the investmentsthat support the Risk Control Accounts when withdrawals, including partial withdrawals, full surrenders, Death Benefit payments,or amounts withdrawn to be applied to an Income Payout Option, are made during the Interest Term. The Equity Adjustment appliesfor the entire Interest Term, which could be six years, but does not apply on the first or last day of the Interest Term.

The EquityAdjustment reflects the value of hypothetical derivative instruments that hedge market risks associated with the Risk ControlAccounts. The value is represented by the difference between the value of the hypothetical derivative instruments on a given datebefore the end of the Interest Term and the value of the hypothetical derivative instruments at the start of the Interest Term,adjusted for the time elapsed in the Interest Term. The Equity Adjustment calculation uses the Black Scholes or Black’smodel to value the hypothetical derivatives.

The EquityAdjustment may be negative even when the Index Return is positive, or may be positive even when the Index Return is negative.This is primarily due to market inputs for volatility, interest rates, and dividends as well as the amortized option cost, andtrading costs. A negative Equity Adjustment will reduce the Contract Value and the amount of interest credited to a Risk ControlAccount.

The EquityAdjustment is calculated separately for each Risk Control Account and varies based on the Crediting Strategy. The Equity Adjustmentis not applied to Contract Value in the Declared Rate Account. The Equity Adjustment is calculated as of the end of each day,except the first and last Business Day of an Interest Term.

The hypotheticalderivatives include calls and puts. The current value of the hypothetical call options reflects the potential for increases inthe reference Index during the Interest Term. The current value of the hypothetical put options reflects the potential for decreasesin the reference Index during the Interest Term. Specifically,

The EquityAdjustment for a Risk Control Account is calculated as A x (B - C - D), where:

A= Crediting Base 

B= Hypothetical option value 

C= Amortized option cost 

D= Trading costs

Forexamples of how we calculate the Equity Adjustment, see “Appendix A“ to this Prospectus.

HypotheticalOption Value

The hypotheticaloption value for the Floor and Cap Crediting Strategy is calculated as long call – short call – short put + long put.

The hypotheticaloption value for the Buffer and Participation Rate Crediting Strategy is calculated as (Participation Rate x long call) –short put.

The followinginputs are used to calculate the hypothetical call and put option values under a Black-Scholes pricing model. The implied volatility,divided rate, and risk-free rate are obtained from independent third parties.

StrikePrice of the Option. The strike price varies for each derivative instrument. The strike price for each derivative instrumentis described below. 

The valueof the call or put option is measured as a percentage of the Crediting Base.

Time Remaining.Represents the portion of the Interest Term remaining. It is measured as the number of whole and partial years remaining inthe Interest Term.

StrikeRatio. The Strike Price of the Option divided by the closing value for the associated index as of the current Business Day.

ImpliedVolatility. The implied volatility is approximated using observed option prices. Linear interpolation is used between impliedvolatilities for similar options with the closest available time remaining and Strike Ratio.

DividendRate of the Index for the Remaining Term of the Option. The dividend rate for the time remaining using linearly interpolatedrates or implied from market data.

Risk-FreeInterest Rate for the Remaining Term of the Option. The risk-free rate is a benchmark rate used for the U.S. financial servicesindustry in valuing financial instruments, with a maturity equal to the time remaining in the Interest Term. If there is no correspondinglength, linear interpolation is used using rates with the closest remaining term.

InterestAdjustment

Therolling six-year Interest Adjustment protects the Company from market losses relating to changes in the value of the investmentsthat support the guarantees under the Contract when amounts are withdrawn from an Allocation Option before the end of each six-yearperiod. The Interest Adjustment reflects the change in value of the investments that support the guarantees under this Contractupon withdrawal during the six-year rolling period beginning on the Contract Issue Date. Rates used in determining the InterestAdjustment are reset every sixth Contract Anniversary.

Awithdrawal, including a partial withdrawal, a full surrender of the Contract, the Death Benefit, or the Contract Value appliedto an Income Payout Option, may be adjusted (increased or decreased) for the InterestAdjustment. The Interest Adjustment applies to every Allocation Option, including the Declared Rate Account. The Interest Adjustmentwill always apply for the six-year rolling period beginning on the Contract Issue Date even if the Allocation Options electedhave an Interest Term of less than six years. The Interest Adjustment does not apply to transfers or to amounts withdrawn on everysixth Contract Anniversary. For Contracts issued on or after September 25, 2022, the Interest Adjustment does not apply to theAnnual Free Withdrawal Amount.

Onany given Business Day, the Interest Adjustment is calculated by multiplying the amount withdrawn by the sum of the Interest Adjustmentfactor (IAF) minus one (i.e., IAF – 1), where IAF is equal to the following formula:

IAF= ((1 + I + K)/(1 + J + L))^N, where

I = The Constant Maturity Treasury rate as of the start of the rolling six-year periodbeginning on the Contract Issue Date for a maturity of six years.

J = The Constant Maturity Treasury rate as of the date of withdrawal for a maturityconsistent with the remaining number of years (whole and partial) in the six-year rolling period beginning on the Contract IssueDate, resetting every sixth Contract Anniversary.

K= The ICE BofA 1-10 Year US Corporate Constrained Index as of the start of the six-year rolling period beginning on the ContractIssue Date, resetting every sixth Contract Anniversary.

L= The ICE BofA 1-10 Year US Corporate Constrained Index as of the date of withdrawal.

N= The number of years (whole and partial) from the date of withdrawal until the end of the six-year rolling period beginning onthe Contract Issue Date, resetting every sixth Contract Anniversary.

Wedetermine “I” based on the 6-year Constant Maturity Treasury rate at the start of the six-year rolling period beginningon the Contract Issue Date, resetting every sixth Contract Anniversary. We determine “J” when you take a withdrawal.For example, if you surrender the Contract two years after the start of the six-year rolling period, “J” would correspondto the Constant Maturity Treasury rate consistent with the time remaining in the six-year period of four years (4 = 6 - 2). For“I” and “J” where there is no Constant Maturity Treasury rate declared, we will use linear interpolationof the Constant Maturity Rates Index with maturities closest to “I” and “J” to determine “I”and “J”.

Thevalue of “K” and “L” on any Business Day will be equal to the closing value of the I ICEBofA 1-10 Year US Corporate Constrained Index on the previous Business Day.

TheInterest Adjustment applies for the entire six years but does not apply on every sixth Contract Anniversary. Additionally, theInterest Adjustment applies during every six-year rolling period, even after the first six Contract Years. This means it appliesfor the initial six-year period beginning on the Contract Issue Date, is zero on the sixth Contract Anniversary, and restartsfor any subsequent six-year rolling period.

Ifthe publication of any component of the Interest Adjustment indices is discontinued or if the calculation of the Interest Adjustmentindices is changed substantially, we may substitute a new index for the discontinued or substantially changed index, subject toapproval by the insurance department in your state. Before we substitute an Interest Adjustment index, we will notify you in writingof the substitution.

Forexamples of how we calculate Interest Adjustments, see “Appendix B“ to this Prospectus.

IMPORTANT:The Interest Adjustment will either increase or decrease the amount you receive from a partial withdrawal, a full surrender ofthe contract, the Death Benefit, or the Contract Value applied to an Income Payout Option. You may lose a portion of your principaland previously credited interest due to the Interest Adjustment regardless of the Allocation Options to which you allocated ContractValue. You directly bear the investment risk associated with an Interest Adjustment. You should carefully consider your incomeneeds before purchasing the Contract.

Purposeof the Interest Adjustment. The Company purchases assets that support the guarantees under this Contract. When a withdrawalis made from the Contract, the Company may liquidate assets to fund the withdrawal. These assets may be sold at a premium or adiscount depending on current market conditions. The Interest Adjustment approximates this change in value of the investments.Therefore, it can be positive if the assets are sold at a premium or negative if the assets are sold at a discount.

The InterestAdjustment reflects, in part, the difference in yield of the Constant Maturity Treasury rate for a six-year period beginning onthe Contract Issue Date or every sixth Contract Anniversary and the yield of the Constant Maturity Treasury rate for a periodstarting on the date of withdrawal to the end of the six-year period. The Constant Maturity Treasury rate is a rate representingthe average yield of various Treasury securities. The calculation also reflects in part the difference between the effective yieldof the ICE BofA 1-10 Year US Corporate Constrained Index, Asset Swap Spread (the “ICE BofA Index”), a rate representativeof investment grade corporate debt credit spreads in the U.S., at the start of the rolling six-year period and the effective yieldof the ICE BofA Index at the time of withdrawal. The greater the difference in those yields, respectively, the greater the effectthe Interest Adjustment will have.

Ifthe combination of the Constant Maturity Treasury rate and ICE BofA Index has increased at the time of withdrawal over their levelsat the start of the six-year period, the Interest Adjustment will be negative and will decrease the Surrender Value, amount youreceive from a partial withdrawal, amount you receive as the Death Benefit, or the Contract Value applied to an Income PayoutOption by the amount of the Interest Adjustment. Similarly, if the combination of the Constant Maturity Treasury rate and ICEBofA Index has decreased at the time of surrender or partial withdrawal over their levels at the start of the six-year period,the Interest Adjustment will be positive and will increase the Surrender Value, amount you receive from a partial withdrawal,amount you receive as the Death Benefit, or the Contract Value applied to an Income Payout Option by the amount of the InterestAdjustment.

TheCompany uses both the Constant Maturity Treasury rate and ICE BofA Index in determining any Interest Adjustment since togetherboth indices represent a broad mix of investments whose values may be affected by changes in market interest rates. The InterestAdjustment 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 start of the six-year period to the time of a surrender, partial withdrawal, Death Benefit, or allocationto an Income Payout Option.

SURRENDERVALUE

You havethe right to surrender this Contract at any time during the Accumulation Period by Authorized Request. If you surrender the Contract,you will be paid the Surrender Value, as of the Business Day we received your Authorized Request in Good Order. We may requirethat the Contract be returned to our Administrative Office prior to making payment of the Surrender Value.

The SurrenderValue is equal to: 

The SurrenderValue could be significantly lower than your Contract Value due to the Equity Adjustment, Interest Adjustment, and Surrender Charge.Interest will not be credited if amounts are surrendered prior to the end of the Interest Term.

Upon paymentof the Surrender Value, this contract is terminated, and we have no further obligation under this contract. The Surrender Valuewill not be less than the amount required by state law in which the contract was delivered. We will pay you the amount you requestin connection with a full surrender by withdrawing Contract Value in the Declared Rate Account and the Risk Control Accounts.

ACCESSTO YOUR MONEY

PartialWithdrawals

The Contractmay not be suitable for investors who plan to take withdrawals (including systematic withdrawals and Required Minimum Distributions)or surrender the Contract on any day other than every sixth Contract Anniversary. All withdrawals,including systematic withdrawals and Required Minimum Distributions, will proportionally reduce the Death Benefit and CreditingBase by the ratio of the withdrawal to the Contract Value immediately prior to the withdrawal. This means the Death Benefit andCrediting Base may decrease by more than the amount of the withdrawal, and that decrease could be significant. Partial withdrawalscould terminate the Contract. Partial Withdrawals could also significantly reduce the Contract Value due to the Equity Adjustment,Interest Adjustment, and Surrender Charge.

PartialWithdrawals prior to the end of the Interest Term will not be credited interest and could reduce the amount of interest creditedat the end of the Interest Term.

At any time during the Accumulation Period you may make partial withdrawalsby Authorized Request in Good Order. The minimum partial withdrawal amount is $100. Unless you instruct us otherwise,withdrawals will be processed proportionally from the Contract Value in all Allocation Options. Any applicable SurrenderCharge, Interest Adjustment, and Equity Adjustment will affect the amount available for a partial withdrawal. We will pay you the amount you request in connection with a partial withdrawal by reducing Contract Value in the Declared Rate Accountor the appropriate Risk Control Accounts.

Partialwithdrawals for less than $25,000 are permitted by telephone and in writing. The written consent of all Owners must be obtainedbefore we will process the partial withdrawal. If an Authorized Request in Good Order is received by 4:00 P.M. Eastern Time, itwill be processed that day. If an Authorized Request in Good Order is received after 4:00 P.M. Eastern Time, it will be processedon the next Business Day. If a partial withdrawal would cause your Surrender Value to be less than $2,000, we will treat yourrequest for partial withdrawal as a request for full surrender of your Contract. Before processing the full surrender, we willattempt to contact you or your financial professional to provide the opportunity for you to take a lower amount to maintain aSurrender Value of at least $2,000. If we are unable to contact you within one Business Day after receiving your request, we willprocess the full surrender.

Partialwithdrawals may be subject to Surrender Charges and an Interest Adjustment and may include an Equity Adjustment. See “Feesand Expenses“, “Equity Adjustment“ and “Interest 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 “Federal Income Tax Matters.”

AnnualFree Withdrawal Amount. For Contracts issued before September 25, 2022, your Annual Free Withdrawal Amount is theamount that can be withdrawn without incurring a Surrender Charge in a Contract Year. For Contracts issued on or after September25, 2022, your Annual Free Withdrawal Amount is the amount that can be withdrawn without incurring a Surrender Charge or InterestAdjustment in a Contract Year. The Annual Free Withdrawal Amount in the first Contract Year is 10% of the Purchase Payment lessany withdrawal taken in that Contract Year. The Annual Free Withdrawal Amount in subsequent Contract Years is equal to 10% ofthe Contract Value as of the last Contract Anniversary less any withdrawals taken in the current Contract Year. Any unused AnnualFree Withdrawal Amount will not carry over to the next Contract Year. Partial annuitizationwill count toward the Annual Free Withdrawal Amount.

TheAnnual Free Withdrawal Amount is subtracted from surrenders for purposes of calculating the Surrender Charge.

SystematicWithdrawals. Reoccurring withdrawals are referred to as systematic withdrawals. If electedat the time of the application or requested at any other time by Authorized Request in Good Order, you may elect to receive periodicpartial withdrawals under our systematic withdrawal plan. Under the systematic withdrawal plan, we will make partial withdrawals(on a monthly, quarterly, semi-annual, or annual basis), as specified by you. Systematic withdrawals must be at least $100 each.Generally, you must be at least age 59½ to participate in the systematic withdrawal plan. Systematic withdrawals may berequested on the following basis:

NoSurrender Charge will be deducted for Required Minimum Distribution systematic withdrawals. Allother systematic withdrawals in excess of the Annual Free Withdrawal Amount will be subject to Surrender Charge, which could significantlyreduce the Contract Value. Systematic withdrawals, including Required Minimum Distributions, could also significantly reduce theContract Value due to Equity Adjustment and Interest Adjustment. The Contract may not be suitable for investors who plan to takesystematic withdrawals under the Contract.

Unless youinstruct us otherwise, systematic withdrawals will be taken proportionally from the Contract Value in each Allocation Option.

Participationin the systematic withdrawal plan will terminate on the earliest of the following events: 

Likeall withdrawals, systematic withdrawals will reduce the Death Benefit on a proportional basis, perhaps by more than the amountof the withdrawal.

Thereare federal income tax consequences to partial withdrawals through the systematic withdrawal plan and you should consult withyour tax adviser before electing to participate in the plan. We may discontinue offering the systematic withdrawal plan at anytime.

Waiverof Surrender Charges. The following amounts may be withdrawn without incurring a SurrenderCharge: 

NursingHome or Hospital or Terminal Illness Waiver. We will waive the Surrender Charge in the case of a partial withdrawal or surrenderwhere the Owner or Annuitant qualifies for the Nursing Home or Hospital or Terminal Illness waiver. 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 suchsecond opinion or examination. If there is a conflicting opinion between physicians, the Company’s physician will rule.Each waiver may be exercised only one time.

An AuthorizedRequest is required to exercise this privilege. Proof must be provided at the time of your request for partial withdrawal or fullsurrender under this privilege. If we deny your claim, the surrender or partial withdrawal proceeds will not be disbursed untilyou are notified of the denial and provided with the opportunity to accept or reject the proceeds, which will be reduced by anySurrender Charges.

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 Appendix C to this Prospectus for further details on these variations. Even if you do notpay a Surrender Charge because of the waivers, you still may be required to pay taxes or tax penalties on the amount withdrawn.You should consult a tax adviser to determine the effect of a partial withdrawal on your taxes. Additionally, any applicable EquityAdjustment and Interest Adjustment will apply to amounts withdrawn under this Waiver and there may be a proportionate reductionin the Crediting Base and Death Benefit.

Surrenders

Youmay surrender your Contract for the Surrender Value at any time during the Accumulation Period by Authorized Request. If an AuthorizedRequest in Good Order is received before 4:00 P.M. Eastern Time on a Business Day, it will be processed that day. If an AuthorizedRequest in Good Order is received at or after 4:00 P.M. Eastern Time on a Business Day or on a non-Business Day, it will be processedon the next Business Day.

Tosurrender your Contract, you must make an Authorized Request in Good Order to our Administrative Office. The consent of all Ownersmust be obtained before the Contract is surrendered.

SurrenderCharges, an Equity Adjustment and an Interest Adjustment may apply to your Contract surrender. A surrender may also be subjectto income tax and, if taken before age 59½, an additional 10% federal penalty tax. You should consult a tax adviser beforerequesting a surrender. See “Federal Income Tax Matters.” Interest is not credited to amounts withdrawn prior to theend of the Interest Term, and there will be an Equity Adjustment applied, which may be positive or negative.

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

Wereserve the right to postpone payment for up to six months after we receive your Authorized Request in Good Order, subject toobtaining prior written approval by the state insurance commissioner if required by the law of the state in which we issued theContract. In the event we postpone payment, we will pay interest on the proceeds if required by state law, calculated at the effectiveannual rate and for the time period required under state law.

DEATHBENEFIT

Deathof the Owner during the Accumulation Period

If the Ownerdies during the Accumulation Period (if there are Joint Owners, after the first Joint Owner dies), a Death Benefit will becomepayable to the Beneficiary. We will pay the Death Benefit after we receive the following at our Administrative Office in a formand manner satisfactory to us:

If there isa surviving Joint Owner the surviving Joint Owner will be treated as the sole primary Beneficiary, and any other designated Beneficiarywill be treated as a contingent Beneficiary.

The followingDeath Benefit options are available:

OptionA: If the sole primary Beneficiary is the surviving Spouse of the deceased Owner, the surviving Spouse may elect to continuethe Contract as the new Owner. This benefit may only be exercised one time. An individual who does not meet the definition ofSpouse may not be able to continue the Contract for that person’s lifetime. That individual must receive the proceeds ofthe Contract and any attached endorsements or riders within the time period specified in section 72(s) of the IRC.

OptionB: If the Beneficiary is a natural person, the Death Benefit proceeds will be applied in accordance with section 72(s) ofthe IRC under one of the Income Payout Options. The income payments must be made for the Beneficiary’s life or a periodnot extending beyond the Beneficiary’s life expectancy. Payments must commence within one year of the date of the Owner’sdeath.

OptionC: A Beneficiary may receive the Death Benefit proceeds in a single lump sum at any time within five years of the Owner’sdeath.

Unless optionA is elected or payments under Option B commence within one year of the date of the Owner’s Death, the entire interest inthe Contract will be paid under Option C.

If thereare multiple Beneficiaries, each Beneficiary will be able to elect to receive his or her share of the benefits under either OptionB or Option C. If a Beneficiary does not make such an election, their share of the Death Benefit proceeds will be paid under OptionC. Until payment of the Death Benefit proceeds, the proceeds remain in the Contract. Death Benefit proceeds will be distributed5 years from the Owner’s death or earlier if requested by the Beneficiary. Interest, if any, will be paid on the Death Benefitproceeds under Option C as required by applicable state law. Other minimum distribution rules apply to Qualified Contracts.

Deathof the Annuitant during the Accumulation Period

If an Annuitantwho is not an Owner dies during the Accumulation Period and there is a surviving Owner who is a natural person, the followingwill occur: 

If an Annuitantdies during the Accumulation Period and the Owner is a non-natural person, the following will occur: 

Paymentof Death Benefit Proceeds

The DeathBenefit proceeds are payable upon our receipt of proof of death of the Owner (or Annuitant’s death if the Owner is a non-naturalperson), and proof of each Beneficiary’s interest. Proof of death may consist of a certified copy of the death record, acertified copy of a court decree reciting a finding of death or other similar proof. Proof of each Beneficiary’s interestincludes the required documentation and proper instructions from each Beneficiary. If wereceive proof of death before 4:00 P.M. Eastern Time, we will determine the amount of the Death Benefit as of that day. If wereceive proof of death at or after 4:00 P.M. Eastern Time, we will determine the amount of the Death Benefit as of the next BusinessDay. The Death Benefitproceeds will be paid within 7 days after our receipt of proof of death and proof of each Beneficiary’s interest.

Sofar as permitted by law, the Death Benefit proceeds will not be subject to any claim of the Beneficiary’s creditors.

TheDeath Benefit terminates on the earlier of the termination of the Contract, payment of the Death Benefit proceeds, or when theentire Contract is applied to an Income Payout Option.

DeathBenefit Proceeds Amount

The amountthat will be paid as Death Benefit proceeds during the Accumulation Period is equal to the greater of: 

Withdrawalswill proportionally reduce the Purchase Payment by the ratio of the withdrawal to the Contract Value immediately prior to thewithdrawal, which can result in decreasing the Death Benefit by more than the amount of the withdrawal and that decrease can besignificant. Withdrawals include deductions for any applicable Surrender Charge and Interest Adjustment.

If an Owneris added or changed, except in the case of spousal continuation, the amount that will be paid upon the death of the new Owneris equal to the Contract Value on the date death benefit proceeds are payable, including any applicable Equity Adjustment andInterest Adjustment. There is no impact on the Death Benefit if an Owner is removed.

Examplesof Death Benefit after a Withdrawal:

Example1. This example assumes the Contract Value is greater than the Purchase Payment at the time of the withdrawal.

Assumethe following information: 

Step1: Calculate the Death Benefit that would be payable immediately prior to the withdrawal: 

Step2: Calculate ratio of the withdrawal to the Contract Value immediately prior to thewithdrawal:

Step3: Calculate reduction to Purchase Payment: 

Step4: Calculate Purchase Payment adjusted for withdrawals: 

Step 5:Calculate the Contract Value after the withdrawal: 

Step6: Calculate the Death Benefit that would be payable immediately after the withdrawal 

Example2. This example assumes the Contract Value is less than the Purchase Payment at the time of the withdrawal.

Assumethe following information: 

Step1: Calculate the Death Benefit that would be payable immediately prior to the withdrawal: 

Step2: Calculate ratio of the withdrawal to the Contract Value immediately prior to thewithdrawal: 

Step3: Calculate reduction to Purchase Payment: 

Step4: Calculate Purchase Payment adjusted for withdrawals: 

Step5: Calculate the Contract Value after the withdrawal:

Step6: Calculate the Death Benefit that would be payable immediately after the withdrawal

As illustratedin Example 2, the Death Benefit calculation may result in a reduction in the Death Benefit that is significantly larger than thewithdrawal amount.

The DeathBenefit amount will not be less than the amount required by state law in which the Contract was delivered. The Death Benefit proceedsinclude any interest paid on the Death Benefit proceeds as required by state law. Interest, if any, will be calculated at therate and for the time period required by state law. A Surrender Charge will not apply to Death Benefit proceeds.

SpousalContinuation

Ifthe sole primary Beneficiary is the surviving Spouse of the deceased Owner, the surviving Spouse may elect to continue the Contractat the current Contract Value. In this event, the surviving Spouse will assume ownership of the Contract. Spousal continuationmay only be exercised one time, and there is no impact on the Death Benefit.

Deathof Owner or Annuitant After the Income Payout Date

We mustbe notified immediately of the death of an Annuitant or Owner. Proof of death will be required upon the death of an Annuitantor Owner. We are not responsible for any misdirected payments that result from the failure to notify us of any such death.

If all Annuitantsdie before all of the guaranteed income payments have been made, remaining guaranteed income payments will be treated as the DeathBenefit and will be distributed in one of the following two ways: 

If all Annuitantsdie and there are no remaining guaranteed income payments, the contract is terminated, and we have no further obligation underthe contract.

Ifan Owner dies during the Payout Period, any remaining income payments will be distributed to the Beneficiary at least as rapidlyas provided by the Income Payout Option in effect.

Intereston Death Benefit Proceeds

Interestwill be paid on lump sum Death Benefit proceeds if required by state law. Interest, if any, will be calculated at the rate andfor the time period required by state law.

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

IncomePayout Date

The anticipatedIncome Payout Date is the first Contract Anniversary after the oldest Annuitant’s 95^th birthday. Even if theAnnuitant is changed, the Income Payout Date will not change unless you request a different Income Payout Date via AuthorizedRequest.

Youmay change the Income Payout Date by sending an Authorized Request in Good Order to our Administrative Office provided: (i) therequest is made while an Owner is living; (ii) the request is received at our Administrative Office at least 30 days before theanticipated Income Payout Date; (iii) the requested Income Payout Date is at least two years after the Contract Issue Date; and(iv) the requested Income Payout Date is no later than the anticipated Income Payout Date as shown on your Contract Data Page.Any such change is subject to any maximum maturity Age restrictions that may be imposedby law.

PayoutPeriod

ThePayout Period is the period of time that begins on the Income Payout Date and continues until we make the last payment as providedby the Income Payout Option chosen. On the first day of the Payout Period, the Contract Value, includingany applicable Equity Adjustment and Interest Adjustment, will be applied to the IncomePayout Option you selected. See “Income Payout Options“ on page 43. A Surrender Charge will not apply to proceedsapplied to an Income Payout Option. You cannot change the Annuitant or Owner on or after the Income Payout Date for any reason.

Termsof Income Payments

Weuse fixed rates of interest to determine the amount of fixed income payments payable under the Income Payout Options. Fixedincome payments are periodic payments from us to the Owner, the amount of which is fixed and guaranteed by us. The amount of eachpayment depends on the form and duration of the Income Payout Option chosen, the Age of the Annuitant, the gender of the Annuitant(if applicable), the amount applied to purchase the income payments and the applicable income purchase rates in the Contract.The income purchase rates in the Contract are based on a minimum guaranteed interest rate of 1%. We may, in our discretion andon a non-discriminatory basis, make income payments in an amount based on a higher interest rate. Onceincome payments begin, you cannot change the terms or method of those payments. We do not apply a Surrender Charge or InterestAdjustment to income payments.

Wewill make the first income payment on the Income Payout Date. We may require proof of age and gender (if the Income Payout Optionrate is based on gender) of the Annuitant/Joint Annuitants before making the first income payment. To receive income payments,the Annuitant/Joint Annuitant must be living on the Income Payout Date and on the date that each subsequent payment is due asrequired by the terms of the Income Payout Option. We may require proof from time to time that this condition has been met.

INCOMEPAYOUT OPTIONS

The amountapplied to an Income Payout Option is equal to the Contract Value, including any applicable Equity Adjustment and Interest Adjustment,immediately prior to the commencement of the Payout Period less the amount of any premium taxes paid. The Equity Adjustmentand Interest Adjustment could significantly reduce the amount applied to an Income Payout Option. Additionally, interest is notcredited to amounts applied to an Income Payout Option prior to the end of the Interest Term, but there will be an Equity Adjustmentapplied, which may be positive or negative.

Electionof an Income Payout Option

Youand/or the Beneficiary may elect to receive one of the Income Payout Options described under “Options” below. TheIncome Payout 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 Payout Option must be made by Authorized Request. The election is irrevocable after the payments commence.The Owner may not assign or transfer any future payments under any option.

Wewill make income payments monthly, quarterly, semiannually, or annually for the Installment Option. Life Income and Joint andSurvivor Life Income options allow monthly income payments.

Youmay change your Income Payout Option any time before payments begin on the Income Payout Date.

IncomePayout Options

Weoffer the following Income Payout Options described below. The frequency and duration of income payments will affect the amountyou receive with each payment. In general, ifincome payments are expected to be made over a longer period of time, the amount of each income payment will be less than theamount of each income payment if income payments are expected to be made over a shorter period of time. Similarly, more frequentincome payments will result in the amount of each income payment being lower than if income payments were made less frequentlyfor the same period of time. Additionally, electing an Income Payout Option on any day other than every sixth Contract Anniversarycould significantly reduce the amount applied to the Income Option due to the Equity Adjustment and Interest Adjustment.

Option1 – Installment Option. We will pay monthly income payments for a chosen number of years, not less than 10, nor morethan 30. If the Annuitant dies before all income payments have been made for the chosen number of years, remaining guaranteedincome payments will be treated as the Death Benefit and will be distributed in one of the following two ways: a.) income paymentswill be continued for the remainder of the period to the Owner; or b.) the present value of the remaining income payments, computedat the interest rate used to create the Option 1 rates, will be paid to the Owner.

Option2 – Life Income Option – Guaranteed Period Certain. We will pay monthly income payments for as long as the Annuitantlives. If the Annuitant dies before all of the income payments have been made for the guaranteed period certain, remaining guaranteedincome payments will be treated as the Death Benefit and will be distributed in one of the following two ways: a.) income paymentswill be continued during the remainder of the guaranteed period certain to the Owner; or b.) the present value of the remainingincome payments, computed at the interest rate used to create the Option 2 rates, will be paid to the Owner. If a Guaranteed Periodof 0 years is selected and the Annuitant dies before the first income payment is made, no income payments will be made and theDeath Benefit described in the “DEATH BENEFIT – Death Benefit Proceeds Amount” on page 42 of this Prospectuswill be paid.

TheGuaranteed Period Certain choices are: 

Option3 – Joint and Survivor Life Income Option – 10-Year Guaranteed Period Certain. We will pay monthly income paymentsfor as long as either of the Annuitants is living. If at the death of the second surviving Annuitant, income payments have beenmade for less than 10 years, remaining guaranteed income payments will be treated as the Death Benefit and will be distributedin one of the following two ways: a) income payments will be continued during the remainder of the guaranteed period certain tothe Owner; or b) the present value of the remaining income payments, computed at the interest rate used to create the Option 3rates, will be paid to the Owner.

Incomepayment(s) will be made to the Beneficiary if there is no surviving Owner. If there is no surviving Owner or Beneficiary, incomepayment(s) will be made to the Owner’s estate.

Ifyou do not select an Income Payout Option, we will make monthly payments on the following basis, (unless the Internal RevenueCode (“IRC”) requires that we pay in some other manner in order for the Contract to qualify as an annuity or to complywith Section 401(a)(9) of the IRC, in which case we will comply with those requirements):

Theminimum amount which can be applied under all income payout options is the greater of $2,500 or the amount required to providean initial monthly income payment of $20. We may require due proof of age and gender of any Annuitant on whose life an incomepayout option is based.

Weallow partial annuitization. Partial annuitization will count toward the Annual Free WithdrawalAmount.

TheIncome Payout Options described above may not be offered in all states. Any state variations are described in Appendix C to thisProspectus. Further, we may offer other Income Payout Options. More than one option may be elected. If your Contract is a QualifiedContract, not all options may satisfy required minimum distribution rules. In addition, note that effective for Qualified ContractOwners who die on or after January 1, 2020, subject to certain exceptions, most non-spouse designated beneficiaries must now completedeath benefit distributions within ten years of the Owner’s death in order to satisfy required minimum distribution rules.You should consult a tax advisor before electing 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, your contract is called a Qualified Contract. If your annuity is independent of any formal retirement or pensionplan, it is termed a Non-Qualified Contract. The tax rules applicable to Qualified Contracts vary according to the type of retirementplan and the terms and conditions of the plan. See “Non-Natural Person” below for a discussion of Non-Qualified Contractsowned by persons such as corporations and 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 (i) 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 (ii) 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 unlessdistributions are made over life or life expectancy, beginning within one year of the death of the Owner. However, if the designatedBeneficiary is the surviving spouse of the deceased Owner, the Contract may be continued with the surviving spouse as the newOwner.

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 a non-natural person should discuss these with a tax adviser.

The following 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 Payment 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 Interest Adjustment that results from a withdrawal. There is, however, no definitive guidance on the proper tax treatmentof Interest Adjustments and you may want to discuss the potential tax consequences of an Interest Adjustment with your tax adviser.In the case of a surrender under a Non-Qualified Contract, the amount received generally will be taxable only to the extent itexceeds 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.

AdditionalTax on Certain Withdrawals. In the case of a distribution from a Non-Qualified Contractand Qualified Contract, there may be an imposed federal additional tax equal to ten percent of the amount treated as income. Ingeneral, however, there is no 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. Additional exceptions may apply to distributions from a Qualified Contract. You should consult a qualified taxadviser.

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.  If part of an annuity contract’s value is appliedto 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 ifyou are considering a 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 of anAnnuitant other than the Owner, the selection of certain maturity dates, or the exchange of the Contract may result in certaintax consequences to you that are not discussed herein. An Owner contemplating any such transfer, assignment or exchange, shouldconsult 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. Certain limitationsmay apply that are not discussed herein. An Owner contemplating an election not to have withholding should consult a tax advisoras to the tax consequences.

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% additional 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. An individual can make only one rollover from an IRA to another (or the same) IRA in any12-month period, regardless of the number of IRAs that are owned. The limit will apply by aggregating all of an individual’sIRAs, including SEP and SIMPLE IRAs as well as traditional and Roth IRAs, effectively treating them as one IRA for purposes ofthe 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% additional tax may apply to distributionsmade (i) before age 59½ (subject to certain exceptions), or (ii) during the five taxable years starting with the year inwhich the first contribution is made to any Roth IRA. A 10% additional 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.An individual can make only one rollover from an IRA to another (or the same) IRA in any 12-month period, regardless of the numberof IRAs that are owned. The limit will apply by aggregating all of an individual’s IRAs, including SEP and SIMPLE IRAs aswell as traditional and Roth IRAs, effectively treating them as one IRA for purposes of the limit. This limit does not apply todirect trustee-to-trustee transfers or conversions to Roth IRAs.

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 after-death distributionswithin ten years. Certain exceptions apply to “eligible designated beneficiaries” which include disabled and chronicallyill individuals. Individuals who are ten or less years younger than the deceased individual and children who have not reachedthe age of majority. This change applies to distributions to designated beneficiaries of individuals who die on and after January1, 2020. Consult a tax 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. Certain limitations may apply.

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 contingentOwner or the actuarial value of the payments to be received by the Beneficiary. Consultan 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.

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 Medicare tax on investmentincome. Thus, in certain circumstances, a 3.8% tax may be applied to some or all of the taxable portion of distributions (e.g.,earnings) to individuals whose income exceeds certain threshold amounts. Please consult a tax advisor 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 the Contract and do not intendthe above discussion as tax advice.

OTHERINFORMATION 

ImportantInformation about the Indices

S&P500 Index. The Contract is not sponsored, endorsed, sold or promoted by Standard & Poor’s, a division of theMcGraw-Hill companies, Inc. (“S&P”). S&P makes no representation or warranty, express or implied, to the Ownersof the Contract or any member of the public regarding the advisability of investing in securities generally or in the Contractparticularly or the ability of the S&P 500 Index to track general stock market performance. S&P’s only relationshipto the Company is the licensing of certain trademarks and trade names of S&P and of the S&P 500 Index which is determined,composed and calculated by S&P without regard to the Company or the Contract. S&P has no obligation to take the needsof the Company or the Owners of the Contract into consideration in determining, composing or calculating the S&P 500 Index.S&P is not responsible for and has not participated in the determination of the prices and amount of the Contract or the timingof the issuance or sale of the Contract or in determination or calculation of the equation by which the Contract is to be convertedinto cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Contract.

S&PDOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN, AND S&P SHALLHAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTSTO BE OBTAINED BY THE COMPANY, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANYDATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITYOR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITINGANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES(INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

TheS&P 500 Index is a stock market index based on the market capitalizations of 500 leading companies publicly traded in theU.S. stock market, as determined by Standard & Poor’s. The S&P 500 Index can go up or down based on the stock pricesof the 500 companies that comprise the Index. The S&P 500 Index does not include dividends paid on the securities comprisingthe Index and therefore does not reflect the full investment performance of the underlying securities.

TheS&P 500 Index is a trademark of Standard & Poor’s or its affiliates and has been licensed for use by the Company.

BarclaysRisk Balanced Index. NeitherBarclays Bank PLC (“BB PLC”) nor any of its affiliates (collectively ‘Barclays’) is the issuer or producerof TruStage™ ZoneChoice Annuity and Barclays has no responsibilities, obligations or duties to investors in TruStage™ZoneChoice Annuity. The Barclays Risk Balanced Index (the “Index”), together with any Barclays indices that are componentsof the Index, is a trademark owned by Barclays and, together with any component indices and index data, is licensed for use bythe Company as the issuer or producer of TruStage™ ZoneChoice Annuity (the “Issuer”).

Barclays’only relationship with the Issuer in respect of the Index is the licensing of the Index, which is administered, compiled and publishedby BB PLC in its role as the index sponsor (the “Index Sponsor”) without regard to the Issuer or the TruStage™ZoneChoice Annuity or investors in the TruStage™ ZoneChoice Annuity. Additionally, the Company as issuer or producer TruStage™ZoneChoice Annuity may for itself execute transaction(s) with Barclays in or relating to the Index in connection with TruStage™ZoneChoice Annuity. Investors acquire TruStage™ ZoneChoice Annuity from the Company and investors neither acquire any interestin the Index nor enter into any relationship of any kind whatsoever with Barclays upon making an investment TruStage™ ZoneChoiceAnnuity. The TruStage™ ZoneChoice Annuity is not sponsored, endorsed, sold or promoted by Barclays and Barclays makes norepresentation regarding the advisability of the TruStage™ ZoneChoice Annuity or use of the Index or any data included therein.Barclays shall not be liable in any way to the Issuer, investors or to other third parties in respect of the use or accuracy ofthe Index or any data included therein.

BarclaysIndex Administration (“BINDA”), a distinct function within BB PLC, is responsible for day-to-day governance of BBPLC’s activities as Index Sponsor.

Toprotect the integrity of Barclays’ indices, BB PLC has in place a control framework designed to identify and remove and/ormitigate (as appropriate) conflicts of interest. Within the control framework, BINDA has the following specific responsibilities:

Topromote the independence of BINDA, the function is operationally separate from BB PLC’s sales, trading and structuring desks,investment managers, and other business units that have, or may be perceived to have, interests that may conflict with the independenceor integrity of Barclays’ indices.

Notwithstandingthe foregoing, potential conflicts of interest exist as a consequence of BB PLC providing indices alongside its other businesses.Please note the following in relation to Barclays’ indices:

TheIndex Sponsor is under no obligation to continue the administration, compilation and publication of the Index or the level ofthe Index. While the Index Sponsor currently employs the methodology ascribed to the Index (and application of such methodologyshall be conclusive and binding), no assurance can be given that market, regulatory, juridical, financial, fiscal or other circumstances(including, but not limited to, any changes to or any suspension or termination of or any other events affecting any constituentwithin the Index) will not arise that would, in the view of the Index Sponsor, necessitate an adjustment, modification or changeof such methodology. In certain circumstances, the Index Sponsor may suspend or terminate the Index. The Index Sponsor has appointeda third-party agent (the “Index Calculation Agent”) to calculate and maintain the Index. While the Index Sponsor isresponsible for the operation of the Index, certain aspects have thus been outsourced to the Index Calculation Agent.

Barclays

Barclayshas no obligation or liability in connection with administration, marketing or trading of the TruStage™ ZoneChoice Annuity.

Thelicensing agreement between the Company and BB PLC is solely for the benefit of the Company and Barclays and not for the benefitof the owners of the TruStage™ ZoneChoice Annuity, investors or other third parties.

BARCLAYSDOES NOT GUARANTEE, AND SHALL HAVE NO LIABILITY TO THE PURCHASERS AND TRADERS, AS THE CASE MAY BE, OF THE TRANSACTION OR TO THIRDPARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERYOF THE INDEX. BARCLAYS MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITYOR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEX INCLUDING, WITHOUT LIMITATION, THE INDICES, OR ANY DATA INCLUDEDTHEREIN. IN NO EVENT SHALL BARCLAYS HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR ANY LOSTPROFITS, EVEN IF NOTIFIED OF THE POSSIBLITY OF SUCH DAMAGES SAVE TO THE EXTENT THAT SUCH EXCLUSION OF LIABILITY IS PROHIBITEDBY LAW.

Noneof the information supplied by Barclays and used in this publication may be reproduced in any manner without the prior writtenpermission of Barclays Bank PLC. Barclays Bank PLC is registered in England No. 1026167. Registered office 1 Churchill Place LondonE14 5HP.

Anyreference to ‘Bloomberg Index Services Limited’ (including as abbreviated to ‘Bloomberg’) in their capacityas the index calculation agent must include the following:

BloombergIndex Services Limited is the official index calculation and maintenance agent of the Index, an index owned and administered byBarclays. Bloomberg Index Services Limited does not guarantee the timeliness, accurateness, or completeness of the Index calculationsor any data or information relating to the Index. Bloomberg Index Services Limited makes no warranty, express or implied, as tothe Index or any data or values relating thereto or results to be obtained therefrom, and expressly disclaims all warranties ofmerchantability and fitness for a particular purpose with respect thereto. To the maximum extent allowed by law, Bloomberg IndexServices Limited, its affiliates, and all of their respective partners, employees, subcontractors, agents, suppliers and vendors(collectively, the “protected parties”) shall have no liability or responsibility, contingent or otherwise, for anyinjury or damages, whether caused by the negligence of a protected party or otherwise, arising in connection with the calculationof the Index or any data or values included therein or in connection therewith and shall not be liable for any lost profits, losses,punitive, incidental or consequential damages.

Dimensional [          ] Index. The Dimensional [          ] Index (the “Index”) is sponsored and published by Dimensional Fund Advisors LP (“Dimensional”).References to Dimensional include its respective directors, officers, employees, representatives, delegates or agents. The useof “Dimensional” in the name of the Index and the related stylized mark(s) are service marks of Dimensional and havebeen licensed for use by TruStage. TruStage has entered into a license agreement with Dimensional providing for the right to usethe Index and related trademarks in connection with the TruStage™ ZoneChoice Annuity(the “Financial Product”). The Financial Product is not sponsored, endorsed, sold or promoted by Dimensional, andDimensional makes no representation regarding the advisability of investing in such Financial Product. Dimensional has noresponsibilities, obligations or duties to investors in the Financial Product, nor does Dimensional make any express or impliedwarranties, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use with respectto the Index, or as to results to be obtained by a Financial Product or any other person or entity from the use of the Index,trading based on the Index, the levels of the Index at any particular time on any particular date, or any data included therein,either in connection with the Financial Product or for any other use. Dimensional has no obligation or liability in connectionwith the administration, marketing or trading of the Financial Product. In certain circumstances, Dimensional may suspendor terminate the Index. Dimensional has appointed a third-party agent (the “Index Calculation Agent”) to calculateand maintain the Index. While Dimensional is responsible for the operation of the Index, certain aspects have thus been outsourcedto the Index Calculation Agent. Dimensional does not guarantee the accuracy, timeliness or completeness of the Index, or any dataincluded therein or the calculation thereof or any communications with respect thereto. Dimensional has no liability for any errors,omissions or interruptions of the Index or in connection with its use. In no event shall Dimensional have any liability of whatevernature for any losses, damages, costs, claims and expenses (including any special, punitive, direct, indirect or consequentialdamages (including lost profits)) arising out of matters relating to the use of the Index, even if notified of the possibilityof such damages. Dimensional has provided TruStage with all material information related to the Index methodology and the maintenance,operation and calculation of the Index. Dimensional makes no representation with respect to the completeness of information relatedto the Index provided by TruStage in connection with the offer or sale of any Financial Product. Dimensional acts as principaland not as agent or fiduciary of any other person. Dimensional has not published or approved this document, nor does Dimensionalaccept any responsibility for its contents or use.

Distributionof the Contract

Weoffer the Contract on a continuous basis. We have entered into a distribution agreement with our affiliate, CBSI, for the distributionof the Contract. MEMBERS Life Insurance Company and CBSI are both wholly-owned subsidiaries of CUNA Mutual Investment Corporation.The principal business address of CBSI is 2000 Heritage Way, Waverly, IA 50677. Contracts are sold by licensed insurance agents(the “Selling Agents”) in those states where the Contract may be lawfully sold. Such Selling Agents will be registeredrepresentatives of 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 the Company’s selling agreements with us and the principal underwriter, CBSI.

Wepay CBSI and/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 CBSI and the SellingBroker-Dealers in the form of commissions or other compensation, depending on the agreement between the Selling Broker-Dealerand the Selling Agent. The Selling Agents are also licensed as insurance agents by applicable state insurance authorities andappointed as 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. Selling Agents who are registered representatives of CBSI or our affiliates may receive otherpayments from us for services that do not directly involve the sale of the Contracts, including payments made for the recruitmentand training of personnel, production of promotional literature and similar services.

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 also pay asset-based commission (sometimes calledtrail commissions) in addition to the Purchase Payment-based commission. 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 Purchase Payment.

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 and distribution, transaction processingand/or administrative services support. These payments are not offered to all Selling Broker-Dealers, and the terms of any particularagreement governing the payments may vary among Selling Broker-Dealers depending on, among other things, the level and type ofmarketing and distribution support provided. Marketing and distribution support services may include, among other services, placementof the Company’s products on the Selling Broker-Dealers’ preferred or recommended list, increased access to the SellingBroker-Dealers’ registered representatives for purposes of promoting sales of our products, assistance in training and educationof 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 annuity contracts (including the Contract) and/or may be a fixed dollar amount. Broker-dealers receiving these additionalpayments 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 recover commissions and other compensation,marketing, administrative and other expenses and costs of Contract benefits through the fees and charges imposed under the Contract.

BusinessDisruption and Cyber-Security Risks

Werely heavily on interconnected computer systems and digital data to conduct our index-linked product business activities. Becauseour index-linked product business is highly dependent upon the effective operation of our computer systems and those of our businesspartners, our business is vulnerable to disruptions from utility outages, and susceptible to operational and information securityrisks resulting from information systems failure (e.g., hardware and software malfunctions), and cyber-attacks. These risks include,among other things, the theft, misuse, corruption and destruction of data maintained online or digitally, interference with ordenial of service, attacks on websites and other operational disruption and unauthorized release of confidential Owner information.Such systems failures and cyber-attacks affecting us, CBSI and intermediaries may adversely affect us and your Contract Value.For instance, systems failures and cyber-attacks may interfere with our processing of Contract transactions, including the processingof orders, impact our ability to calculate Contract Value, cause the release and possible destruction of confidential customeror business information, impede order processing, subject us and/or CBSI and intermediaries to regulatory fines and financiallosses and/or cause reputational damage. The risk of cyber-attacks may be higher during periods of geopolitical turmoil (suchas the Russian invasion of Ukraine and the responses by the United States and other governments). There can be no assurance thatwe, CBSI or intermediaries will avoid losses affecting your Contract due to cyber-attacks or information security breaches inthe 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. You will be notified of any such change, as required by law.

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 is misstated, we will adjust the income Payments under the Contract to be equal to the payoutamount the Contract Value would have purchased based on the individuals correct date of birth. If an Annuitant’s genderhas been misstated, and the life income rate type is based on gender, we will adjust the income payments under the Contract tobe equal to the payout amount the Contract Value would have purchased based on the Annuitant’s correct gender. We will addany underpayments to the next payment. We will subtract any overpayment from future payments. We will not credit or charge anyinterest to any underpayment or overpayment.

Conformitywith Applicable Laws

Theprovisions of the Contract conform to the minimum requirements of the state in which the Contract is delivered (i.e., the “stateof issue”). The laws of the state of issue control any conflicting laws of any other state in which the Owner may live onor after the Contract Issue Date. If any provision of your Contract is determined not to provide the minimum benefits requiredby the state in which the Contract is issued, such provision will be deemed to be amended to conform or comply with such lawsor regulations. Further, the Company will amend the Contract to comply with any changes in law governing the Contract or the taxationof 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 beginning andend dates for the current report period; your Contract Value at the beginning and end of the current report period; the amountsthat have been credited and debited to your Contract Value during the current report period, identified by the type of activitythe amount represents; the Surrender Value at the end of the current report period; and any other information required by anyapplicable 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 

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.

InAugust 2013, the Company began issuing an Index-Linked Annuity Contract under the name “MEMBERS^® Zone Annuity”.In July 2016, the Company began issuing a flexible premium variable and index-linked annuity contract under “MEMBERS^®Horizon Variable Annuity”. In December 2018, the Company began issuing a flexible premium variable and index-linkedannuity contract under “MEMBERS^® Horizon II Flexible Premium Deferred Variable and Index Linked Annuity”.In August 2019, the Company began issuing a single premium deferred index annuity under the name “CUNA Mutual Group ZoneIncome Annuity.” In July 2021, the Company began issuing a single premium deferred annuity with index-linked interest optionsunder the name “CUNA MutualGroup ZoneChoice™ Annuity”. Effective May 1, 2023, the MEMBERS^®Horizon II Flexible Premium Deferred Variable and Index Linked Annuity, CUNA Mutual Group Zone Income Annuity, and CUNAMutual Group ZoneChoice™ Annuity were renamed the TruStage™Horizon II FlexiblePremium Deferred Variable and Index Linked Annuity, TruStage™Zone Income Annuity,and TruStage™ ZoneChoice Annuity,respectively. Theseannuity contracts account for all the new product sales of the Company. The Company also serves previously existing blocks ofindividual and group life policies.

CMFG Life 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 ourbusiness pursuant to which CMFG Life performs certain administrative functions related to agent licensing, payment of commissions,actuarial services, annuity policy issuance and service, accounting and financial compliance, market conduct, general and informationalservices and marketing as well as share certain resources and personnel with us; and pursuant to which CMFG Life provides us withcertain 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 the statutory accounting principles and practices prescribed bythe insurance regulatory authorities in the Company’s state of domicile.

Investments

Ourinvestment portfolio consists primarily of fixed income securities.

Reinsurance

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 as of October 31, 2012 to CMFG Life. On September 30, 2015, we amended the CoinsuranceAgreement with CMFG Life and now cede 100% of our insurance policies in force to CMFG Life. In 2013, we entered into a secondagreement to cede 100% of the business related to MEMBERS^® Zone Annuity contracts to 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 toMEMBERS^® Horizon Flexible Premium Deferred Variable and Index Linked Annuity contracts. On October 15, 2018, weamended the 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. Effective January 1, 2019 an Amended andRestated Coinsurance and Modified Coinsurance Agreement with CMFG Life ceding 100% of the business relating to the MEMBERS ZoneAnnuity contracts, the MEMBERS Horizon Flexible Premium Deferred Variable and Index Linked Annuity contracts, the MEMBERS HorizonII Flexible Premium Deferred Variable and Index Linked Annuity contracts and the CUNA Mutual Group Zone Income™ AnnuityContracts was put in place. This Amended and Restated Coinsurance and Modified Coinsurance Agreement replaced all prior reinsuranceagreements relating to the variable and index-linked annuity contracts issued by the Company. These agreements do not relieveus of our obligations to our policyholders under contracts covered by these agreements. However, they do transfer all of the Company’sunderwriting profits and losses to CMFG Life and require CMFG Life to indemnify the Company for all of its 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 

RisksRelated to Global Capital Markets, Economy, Competition, and Events Outside Our Control

Weare vulnerable to market uncertainty and financial instability. Conditions in the global capital markets and economy could deterioratein the near future and affect our financial position and our level of earnings from our operations.

Marketsin the United States and elsewhere are subject to volatility and disruption. Factorsincluding the COVID-19 pandemic, civil unrest, availability and cost of credit, geopolitical issues and trade disputes have contributedto increased volatility in worldwide capital and equity markets. These global factors also could impact business and consumerconfidence and may lead to economic uncertainty, stay-at-home orders, and business shutdowns, thereby causing a slowdown in economicactivity. Changes in interest rates and credit spreads could result in fluctuations in the income derived from our investmentsand could cause a material adverse effect on our business, financial condition, results of operations and cash flows. Generaleconomic conditions could also adversely affect the Company by impacting consumer by driving decreased demand for the Company’sproducts. For example, holders of interest-sensitive life insurance and annuity products may engage in an elevated level of discretionarywithdrawals of contract-holder funds, which would adversely affect our business.

Anyeconomic downturn or market disruption could negatively impact our ability to invest our funds. Specifically:

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.In addition to disruptions to our operations, period of market volatility may occur in response to pandemics or other events outsideof our control.

Thefailure to understand and respondeffectively to the risks associated with global climate change could adversely affect our achievement of our long-term strategy.

Globalclimate change could pose a systemic risk to the financial system. Global climate change could increase the frequency and severityof weather-related disasters and pandemics. Efforts to reduce greenhouse gas emissions and limit global warming could impact globalinvestment asset valuations. There is also a risk that some asset sectors could face significantly higher costs and an adjustmentto asset values leading to an adverse impact on the value and future performance of investment assets as a result of global climatechange and regulatory or other responses, including changing preferences of investment managers and investors and their evaluationof associated risk. Climate change could also impact other counterparties, including reinsurers and derivatives counterparties.A failure to identify and address these global climate issues could cause a material adverse effect on the achievement of ourbusiness objectives.

Theduration of the COVID-19 pandemic, development of variant strains of the virus, and actions taken by governmental authoritiesin response to the continued pandemic may adversely impact our business, financial condition, results of operations and cash flows.

Wecontinue to closely monitor developments related to COVID-19. The extent to which the COVID-19 pandemic impacts our business,results of operations, financial condition and cash flows will depend on future developments, which remain uncertain, includingthe efficacy of vaccines and effective long-term treatments against variant strains of COVID-19. We are also unable to predictthe duration and effectiveness of governmental and regulatory actions taken to contain the variant strains or the impact of futurelaws, regulations or restrictions on our business. These potential impacts, while uncertain, could adversely affect our resultsof operations and financial performance.

Weoperate in a highly competitive industry, which may impair our ability to attract new customers and impair our ability to retaincustomers, which could impact profitability and financial strength.

Weface competition from companies that are substantially larger and enjoy substantially greater financial resources, claims-payingability and financial strength, broader and more diversified product lines and more widespread distribution relationships. Ourannuity products compete with fixed indexed, traditional fixed rate and variable annuities (and combinations thereof) sold byother insurance companies and also with mutual fund products, traditional bank investments and other investment and retirementfunding alternatives offered by asset managers, banks and broker-dealers. Our annuity products also compete with products of otherinsurance companies, financial intermediaries and other institutions based on a number of factors, including crediting rates,policy terms and conditions, services provided to distribution channels and policyholders, ratings, reputation and distributioncompensation.

Ourability to compete will depend in part on the performance of our products. We will not be able to accumulate and retain assetsunder management for our products if our products underperform the market or the competition, since such underperformance likelywould result in asset withdrawals and reduced sales.

Wecompete for distribution sources for our products. Our distributors will generally be free to sell products from whichever providersthey wish, which makes it important for us to continually offer distributors products and services they find attractive. If ourproducts or services fall short of distributors’ needs, we may not be able to establish and maintain satisfactory relationshipswith distributors of our annuity products. Our ability to compete will also depend in part on our ability to develop innovativenew products and bring them to market more quickly than our competitors. In order for us to compete in the future, we will needto continue to bring 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.

RisksRelated to Regulation

Ourbusiness is heavily regulated, which impacts our profitability and growth.

Ourbusiness is subject to extensive and potentially conflicting state and federal tax, securities, insurance and employee benefitplan laws and regulations in the jurisdictions in which we operate. These laws and regulations are complex and subject to change,which could have an unknown or adverse impact on us. Moreover, these laws and regulations are administered and enforced by a numberof different governmental and self-regulatory authorities, including state insurance regulators, state securities administrators,the U.S. Securities and Exchange Commission (“SEC”), the Financial Industry Regulatory Authority, banking regulators,the U.S. Department of Labor, the United States Department of Justice, the U.S. Internal Revenue Service, and state attorneysgeneral, each of which exercises a degree of interpretive latitude. We are also subject to the laws and regulations from stateinsurance regulators and the National Association of Insurance Commissioners (“NAIC”), who regularly re-examine existinglaws and regulations applicable to insurance companies and their products. In some cases, these laws and regulations are designedto protect or benefit the interests of a specific constituency rather than a range of constituencies. In many respects, theselaws and regulations limit our ability to grow and improve the profitability of our business.

Governmentalinitiatives intended to improve global and local economies may not be effective and may be accompanied by other initiatives thatcould materially affect our results of operations, financial condition and liquidity in ways that we cannot predict.

Regulatoryauthorities are or may in the future consider enhanced or new regulatory requirements intended to prevent future crises or otherwiseassure the stability of institutions under their supervision. These authorities may also seek to exercise their supervisory orenforcement authority in new or more robust ways. All of these possibilities, if they occurred, could affect the way we conductour business and manage our capital, and may require us to satisfy increased capital requirements, any of which in turn couldmaterially affect our results of operations, financial condition and liquidity.

Theapplication of, or changes in, state and federal regulation and oversight 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. A failure to meet these requirements could subject us to furtherexamination or corrective action imposed by insurance regulators, including limitations on our ability to write additional business,increased regulatory supervision, or seizure or liquidation.

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 early warningtool to identify deteriorating or weakly capitalized insurance companies for the purpose of initiating regulatory action. We alsomay be required, under solvency or guaranty laws of most states in which we do business, to pay assessments up to certain prescribedlimits to fund policyholder losses or liabilities for insolvent insurance companies. A failure to meet these requirements couldsubject us to further examination or corrective action imposed by insurance regulators, including limitations on our ability towrite additional business, increased regulatory supervision, or seizure or liquidation.

Federallegislation and administrative policies in several areas, including pension regulation, anti-discrimination regulation, financialservices regulation, securities regulation and federal taxation, significantly affect the insurance business.

Forexample, the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) enacted in July 2010 madesweeping changes to the regulation of financial services entities, products and markets.

Amongother things, Dodd-Frank imposes a comprehensive regulatory regime on the over-the-counter (“OTC”) derivatives marketplaceand grants joint regulatory authority to the SEC and the U.S. Commodity Futures Trading Commission (“CFTC”) over OTCderivatives. As a result, certain of the Company’s derivatives operations are subject to, among other things, recordkeeping,reporting and documentation requirements and 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 require swap dealers,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”). The Margin Rules imposedphased-in requirements for the Company to exchange variation margin and initial margin with its derivatives counterparties thatare Swap Entities.

Dodd-Frankalso established various oversight regimes that impact our business:

Inaddition to promulgating rules that could impose compliance obligations on the Company, the CFPB continues to bring enforcementactions involving a growing number of issues, including actions brought jointly with state Attorneys General, which could directlyor indirectly affect the Company. Additionally, the CFPB is exploring the possibility of helping Americans manage their retirementsavings and is considering the extent of its authority in that area.

Manyof the Dodd-Frank’s requirements could have adverse consequences for the financial services industry, including for theCompany. Dodd-Frank could make it more expensive for the Company to conduct business, require the Company to make changes to itsbusiness model, or satisfy increased capital requirements.

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.

Changesin state laws and federal laws regarding fiduciary/best interest standards may affect the Company’s operations and profitability.

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 Regulation Best Interest (“Regulation BI”), which generally went effective on June 30, 2020. Among otherthings, Regulation BI imposes a standard of care on broker-dealers making recommendations to their customers of securities transactions.The changes under Regulation BI could increase our overall compliance costs. In addition, these changes may lead to greater exposureto legal claims in certain circumstances, including an increased risk of regulatory enforcement actions or potentially privateclaims. It remains unclear whether or to what extent Regulation BI, and the evolving nature of the enforcement and interpretationof the rules by the SEC, could ultimately affect distribution partners’ willingness to recommend our insurance products.

Variousstates are also developing rules raising the standard of care owed by insurance agents to their customers. For example, in February2020, the NAIC adopted a model rule requiring a “best interest” standard of care in connection with sales of annuityproducts. Some state insurance regulators have adopted the NAIC model, or their own regulations that may impose similar obligationsas the NAIC’s model. As a result, as this or similar changes are adopted by our state insurance regulator(s) and made applicableto us or the third-party firms that distribute our products, they could have an adverse impact on our business.

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 the eliminationof all or a portion of the income tax advantages for annuities. If legislation were enacted to eliminate the tax deferral forannuities, such a change may have an adverse effect on our ability to sell non-qualified annuities. Non-qualified annuities areannuities 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.

RisksRelated to Regulatory Investigations and Litigation

Weface risks relating to legal and regulatory investigations and litigation, 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. Litigation and actions, inquiries and investigations by governmental authorities and regulators are inherently unpredictable,and a substantial legal liability or a significant regulatory action against us could have a material adverse effect on our business,financial condition or results of operations, including requiring significant time and expense. Moreover, even if we ultimatelyprevail in any litigation or any action or investigation by governmental authorities or regulators, we could suffer significantreputational harm.

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, 2021and December 31, 2020; our results of operations for the years ended December 31, 2021, 2020 and 2019; and where appropriate,factors that may affect future financial performance. This discussion should be read in conjunction with our statutory basis financialstatements and notes thereto appearing elsewhere in this Prospectus. The dollar amounts disclosed in this Management’s Discussionand Analysis of Financial Condition and Results of Operations are in thousands.

Thefollowing discussion covers the year ended December 31, 2021 and December 31, 2020. Please see the discussion that follows fora more detailed analysis of the fluctuations. Our comparative analysis of the year ended December 31, 2020 and the year endedDecember 31, 2019 is included under the heading “Management’s Discussion and Analysis of Financial Condition and Resultsof Operations” in our Form S-1 filed with the SEC on June 17, 2021.

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:

InMarch 2020, the World Health Organization declared a worldwide pandemic regarding the outbreak of a novel coronavirus disease(“COVID-19”). The pandemic has affected the states where the Company operates, causing economic effects includingtemporary closures of businesses and reduced consumer activity. Because of the size, breadth and length of the pandemic, all ofthe direct and indirect consequences of COVID-19 are not yet known and may not emerge for some time. The COVID-19 pandemic hascreated a higher risk of mortality, negatively impacted the U.S. and global economy, and created increased volatility in capitalmarkets. As a result, the Company’s ability to sell products through its regular channels and the demand for its productsand services could be impacted. The extent to which the COVID-19 pandemic could continue to impact the Company’s business,results of operations, or financial condition will depend on continued future developments which are highly uncertain and cannotbe predicted. To date, the Company has not experienced any material impacts to its financial position or results of operationsand related cash flows. For a detailed discussion of these and other factors that might affect our performance see the sectionentitled “Potential Risk Factors That May Affect Our Business and Our Future Results.”

Overview

TheCompany is a wholly-owned indirect subsidiary of CMFG Life and a direct wholly-owned subsidiary of CMIC. The Company’s ultimateparent is CM Holding, a mutual insurance holding company organized under the laws of Iowa. On February 17, 2012, the Company amendedand restated the Company’s Articles of Incorporation to change the Company’s purpose to be the writing of any andall of the lines of insurance and annuity business authorized by Iowa Code Chapter 508 as authorized by the laws of the Stateof 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 majority of premiums of the Company are generated in the United States with a significant portion in Texas, Michigan,and Georgia. The majority of annuity deposits of the Company are received in the United States with a significant portion in Pennsylvania,Florida, and Texas. No other state represents more than 5% of the Company’s premiums or deposits for any year in the threeyears ended December 31, 2021. Premiums are related to the Company’s legacy products and our new whole life product. Depositson annuities are related to the deposits on annuity contracts including MEMBERS^® Zone Annuity, MEMBERS^®Horizon Flexible Premium Deferred Variable and Index Linked Annuity, MEMBERS^® Horizon II Flexible PremiumDeferred Variable and Index Linked Annuity and CUNA Mutual Group Zone Income™ Annuity and CUNA Mutual Group ZoneChoice™Annuity.

Asof December 31, 2021 and 2020, the Company had more than $387,000 million and $303,000 million in assets and more than $376,000million and $65,000 million of life insurance in force, respectively.

InAugust 2013, the Company began issuing a single premium deferred index annuity contract under the name “MEMBERS^®Zone Annuity”. In July 2016, the Company began issuing a flexible premium deferred variable and index-linked deferredannuity contract under the name “MEMBERS^® Horizon Flexible Premium Deferred Variable and Index Linked Annuity”.In December 2018, the Company began issuing a flexible premium variable and index-linked deferred annuity contract under the name“MEMBERS^® Horizon II Flexible Premium Deferred Variable and Index Linked Annuity”. In August 2019,the Company began issuing a single premium deferred modified guaranteed index annuity contract under the name “CUNA MutualGroup Zone Income™ Annuity”. In July 2021, the Company began issuing a single premium deferred variable annuity contractunder the name CUNA Mutual Group ZoneChoice™ Annuity. The Company distributes the annuity contracts through multiple face-to-facedistribution channels, including:

InDecember 2019, the Company entered into a reinsurance agreement to cede to CMFG Life 100% of the business related to 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™ Annuitycontracts. This agreement was approved by the regulator in January 2020 and was effective in 2019. In February 2021, the Companyamended this agreement to include the CUNA Mutual Group ZoneChoice^TM Annuity. These agreements do not relieve the Companyof the Company’s obligations to the Company’s policyholders under the 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 indemnify theCompany for all of its liabilities. As a result, the Company believes its profitability from insurance operations going forwardwill be minimal.

Priorto 2021, the Company serviced existing closed blocks of individual and group life policies which were 100% ceded under a 2012Coinsurance Agreement with CMFG Life but did not issue new life insurance business. In 2021, the Company began selling a wholelife policy under the name TruStage Advantage Whole Life (“TAWL”). The Company distributes TAWL through an unaffiliatedbroker-dealer which also represents other insurance companies. In 2021, the Company entered into a reinsurance agreement to cede100% of the premium, expenses and benefits of TAWL to CMFG Life.

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 the Company on the basis of estimated timespent by employees of CMFG Life on Company matters and the use of operational resources. Management believes the allocations ofexpenses are reasonable and that the results of the Company’s operations may have materially differed in a negative mannerfrom the results reflected in the accompanying statutory basis 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 the Company’saccounting policies. The following summary of the Company’s critical accounting policies is intended to enhance your abilityto assess the Company’s financial condition and results of operations and the potential volatility due to changes in estimates.

Useof Estimates - The preparation of the statutory basis financial statements requiresmanagement to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingentassets and liabilities as of the date of the statutory basis 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, policy reserve valuations, determination of other-than-temporary impairments (“OTTI”), deferredtax asset valuation reserves and reinsurance balances are most affected by the use of estimates and assumptions.

Investments- Investments are valued as prescribed by the National Association of InsuranceCommissioners (“NAIC”).

Bondsand notes: Bonds and notes with an NAIC designation of 1 through 5 are generally stated at amortized cost. Bonds and noteswith an NAIC designation of 6 are stated at the lower of amortized cost or fair value. Loan-backed securities may be carried atthe lower of amortized cost or fair value if they receive an initial rating of 6 under the multiple-designation methodology. Prepaymentassumptions for loan-backed securities are obtained from historical industry prepayment averages, industry survey values or internalestimates to determine the effective yield. Changes in the anticipated prepayments are incorporated when determining statementvalues. Changes in estimated cash flows from the previous assumptions are accounted for using the prospective method.

FairValue - Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability inan orderly transaction between 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:

Level1: Inputs are directly observable and represent quoted prices for identical assets or liabilities in active markets the Companyhas the ability to access at the measurement date.
 

Level2: All significant inputs are observable, either directly or indirectly, other than quoted prices included in Level 1, for theasset or liability. This includes: (i) quotedprices for similar instruments in active markets, (ii) quoted prices for identical or similar instruments in markets thatare not active, (iii) inputs other than quoted prices that are observable for the instruments, and (iv) inputs that are derivedprincipally from or corroborated by observable market data by correlation or other means.
 

Level3: One or more significant inputs are unobservable and reflect the Company’s estimates of the assumptions that market participantswould use in pricing the asset or liability, including assumptions about risk.
 

Forpurposes of determining the fair value of the Company’s assets and liabilities, observable inputs are those inputs usedby market participants in valuing financial instruments, which are developed based on market data obtained from independent sources.In the absence of sufficient observable inputs, unobservable inputs, reflecting the Company’s estimates of the assumptionsmarket participants would use in valuing financial assets and liabilities, are developed based on the best information availablein the circumstances. The Company uses prices and inputs that are current as of the measurement date. In some instances, valuationinputs used to measure fair value fall into different levels of the fair value hierarchy. The category level in the fair valuehierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Thefollowing table summarizes the carrying amounts and fair values of the Company’s financial instruments for which it is practicableto estimate fair value by fair value measurement level at December 31, 2021:

Thefollowing table summarizes the carrying amounts and fair values of the Company’s financial instruments for which it is practicableto estimate fair value by fair value measurement level at December 31, 2020: