Form 485BPOS MIDLAND NATIONAL LIFE

July 18, 2025 12:58 PM EDT
N-4MIDLAND NATIONAL LIFE INSURANCE CO RILA0002040519N-412/31/2024false00020405192025-07-182025-07-180002040519vip:InvestmentOptionsRiskMemberck0002040519:C000257470Member2025-07-182025-07-18

As filed with the Securities and Exchange Commission on July 18, 2025
Registration Nos. 333-255058; 333-283566
Investment Company Act No. 811-07772
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM N-4
 
(File No. 333-283566)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 Pre-Effective Amendment No. __
    ☐    
    
 Post-Effective Amendment No. 5
        ☒    
 
 And  
(File Nos. 333-255058; 811-07772)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 Pre-Effective Amendment No. __
    ☐    
    
 Post-Effective Amendment No. 8
        ☒    
 
 and  
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
 Amendment No. 164
    ☒    
    
 
Midland National Life Separate Account C
(Exact Name of Registered Separate Account)

Midland National Life Insurance Company
(Exact Name of Insurance Company)
 
West Des Moines, Iowa 50266-1071
(Address of Insurance Company’s Principal Executive Offices)
Insurance Company’s Telephone Number, including Area Code:
(877) 586-0240
 



Name and Address of Agent for Service:Copy to:
  
Brett L. Agnew, Esq.Dodie C. Kent, Esq.
Senior Vice President, Deputy General Counsel
Eversheds-Sutherland (US) LLP
Midland National Life Insurance CompanyThe Grace Building, 40th Floor
Sammons Financial Group1114 Avenue of the Americas
8300 Mills Civic ParkwayNew York, NY 10036-7703
West Des Moines, IA 50266 
 
Approximate Date of Proposed Public Offering: Continuously on and after the effective date of the Registration Statement.
It is proposed that this filing will become effective:

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

Check each box that appropriately characterizes the Registrant(s):

☒    Insurance Company relying on Rule 12h-7 under the Exchange Act

 
 


Explanatory Note

This Post-Effective Amendment No. 5 to the Registration Statement on Form N-4 (File No. 333-283566) and Post-Effective Amendment No. 8 to the Registration Statement on Form N-4 (File No. 333-255058) (together, the “Amendments”) are being filed solely to amend the Prospectus dated May 1, 2025 to include information about a new reference Index for the Cycle Investments offered as investment options under the LiveWell Dynamic Annuity Contracts, as reflected in the supplement included herein. Accordingly, the Amendments consist only of the facing page, this explanatory note, a supplement to the Prospectus, an updated Part C, and the signature pages to the Registration Statement. The Amendments incorporate by reference the Prospectus and Statement of Additional Information, each dated May 1, 2025, included in Post-Effective Amendment No. 1 to the Registration Statement on Form N-4 (File No. 333-283566) and Post-Effective Amendment No. 7 to the Registration Statement on Form N-4 (File No. 333-255058) each filed on April 17, 2025. The Amendment is not intended to amend or delete any part of the Registration Statements other than as set forth herein.



Supplement dated July 18, 2025
to the Prospectus dated May 1, 2025
for the LiveWell Dynamic Annuity
issued by Midland National Life Insurance Company
through the Midland National Life Separate Account C

This Supplement describes additional index-linked Cycle Investments that are being made available under your Contract. Please read this Supplement carefully and retain it with your Prospectus for future reference.

The final bullet of the “What Are The Risks Associated with the Investment Options?” row of the “IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE CONTRACT” table is deleted and replaced with the following:

•The S&P 500® Price Return Index (Bloomberg Ticker: SPX), the MSCI EAFE Price Return Index (Bloomberg Ticker: MXEA), and the Russell 2000 Price Return Index (Bloomberg Ticker: RTY) are “price return indices,” not “total return indices,” and therefore do not reflect dividends paid on securities composing the Index. This will reduce the Index return and cause the Index to underperform a direct investment in the securities composing the Index.
•The Nasdaq-100 Max 30TM Index (Bloomberg Ticker: NDXMAX30TM) reflects a daily deduction of 1% per annum and the S&P 500® 35% Edge Volatility 1% Decrement Index (USD) (Bloomberg Ticker: SPX3EV1) (i) has leveraged exposure to an “Underlying Benchmark” equal to the return of the S&P 500 Total Return Index less the federal funds rate and less 0.50% (each expressed as an annual percentage deducted daily) and (ii) also reflects the deduction of a 1% decrement per annum. These deductions will reduce the Index return and cause the Index to underperform a direct investment in the securities composing the Index.

The following information is inserted under the heading “PRINCIPAL RISKS OF INVESTING IN THE CONTRACT – Risks of Investing in the Cycle Investments – Risks Associated with the Indices”:

•S&P 500® 35% Edge Volatility 1% Decrement Index (USD) ER (Bloomberg Ticker: SPX3EV1) (the “Index”) is designed to provide leveraged exposure to an underlying performance calculation (the “Underlying Benchmark”) that is intended to produce a return that correlates to the S&P 500 futures market. The Index is comprised of five equally-weighted sub-indices that each reflect leveraged exposure to the Underlying Benchmark. The leveraged exposure of each sub-index to the Underlying Benchmark is “reset” on a weekly basis, each on a different weekday (Mon. – Fri.). The Index tracks exposure to the Underlying Benchmark on a volatility targeted basis, after which a 1% decrement per annum is deducted. The Index has a volatility target of 35%, which it attempts to achieve by applying leverage to its exposure to the Underlying Benchmark (up to a maximum of 500%) when the calculated forward volatility (not actual realized volatility) is less than the volatility target, and by reducing its exposure to the Underlying Benchmark below 100% when the calculated forward volatility is greater than the volatility target (subject to a floor at 25% of the prior week’s rebalancing). The calculated forward volatility is based on implied volatility, which represents market expectations of future volatility as derived from the price of exchange-traded options on the S&P 500 Price Return Index. The Underlying Benchmark is equal to the return of the S&P 500 Total Return Index (the “Underlying Index”) less the federal funds rate and less 0.50% (each expressed as an annual percentage deducted daily). As of December 31, 2024, the current federal funds rate was 4.33%. The federal funds rate will fluctuate over time, and may be higher or lower in the future. The Index’s exposure to the Underlying Benchmark (which includes the deduction of the federal funds rate and 0.50% from the performance of the Underlying Index) and the Index’s deduction of the 1% decrement will reduce the Index return and cause the Index to underperform a direct investment in the underlying securities composing the Index.

The following is a discussion of risks relating to the S&P 500 35% Edge Volatility 1% Decrement Index (USD) ER.

◦Performance Drag. There is a risk that the Index will never appreciate enough to offset the negative effects of the Underlying Benchmark deductions and the 1% decrement. The Index provides leveraged exposure to the Underlying Benchmark, which includes a daily deduction of the federal funds rate and less 0.50% (each expressed as an annual percentage). As of December 31, 2024, the current federal funds rate was 4.33%. The federal funds rate will fluctuate over time and may be higher or lower in the future. The performance of the Underlying Benchmark


would always be greater if these deductions were not applied because they put a “drag” on performance: they decrease any positive performance of the Underlying Index and they increase any negative performance. This may cause the Underlying Benchmark to decline even if the Underlying Index is performing positively. Any positive performance of the Underlying Benchmark will only be to the extent that the Underlying Index return is greater than the effects of the deductions. Any negative return will always be increased by the deductions. Even if the Underlying Index performance is flat, the deductions will cause the level of the Underlying Benchmark to decline steadily. The Index return will reflect these deductions through its exposure to the Underlying Benchmark.
In addition, the Index is a “decrement index,” which means that the value of the Index will be reduced at a rate of 1% per annum. The decrement will be a drag on the performance of the Index, potentially offsetting positive returns that would otherwise result from the Index’s exposure to the Underlying Benchmark (which may be highly leveraged); increasing negative returns that would otherwise result from the Index’s exposure to the Underlying Benchmark; and causing the level of the Index to decline steadily if the return of the Index’s exposure to the Underlying Benchmark would otherwise be relatively flat. The Index will not appreciate unless the return of the Index’s exposure to the Underlying Benchmark is sufficient to offset the negative effects of the decrement, and then only to the extent that the return is greater than the decrement. This means, due to the decrement, the level of the Index may decline even if the return of the Index’s exposure to the Underlying Benchmark would otherwise have been positive.
◦Impact of Leverage. The Index is highly risky because it may reflect highly leveraged exposure to the Underlying Benchmark and may therefore experience a decline that is many multiples of any decline in the Underlying Benchmark. Leveraged exposure means that the Index could be exposed to higher losses than the Underlying Benchmark, as well as lower gains. The Index tracks exposure to the Underlying Benchmark on a volatility targeted basis, after which the 1% decrement is deducted. The Index has a volatility target of 35%, which it attempts to achieve by applying leverage to its exposure to the Underlying Benchmark (up to a maximum of 500%) when the calculated forward volatility is less than the volatility target, and by reducing its exposure to the Underlying Benchmark below 100% when the calculated forward volatility is greater than the volatility target. The calculated forward volatility is based on implied volatility. Implied volatility represents market expectations of future volatility as derived from the price of exchange-traded options on the S&P 500 Price Return Index.
It is expected that the calculated forward volatility will frequently be less than the 35% volatility target. This means that the Index will frequently have more than 100% exposure to the Underlying Benchmark. If the Underlying Benchmark declines at a time when the Index has leveraged exposure to it, the decline in the Index will be equal to the decline in the Underlying Benchmark multiplied by the leverage (subject to further reduction because of the 1% decrement). For example, if the Underlying Benchmark declines by 5% at a time when the Index has 500% leveraged exposure to the Underlying Benchmark, the Index will decline by 25% over that time (subject to further reduction because of the 1% decrement). This potential for losses on a highly leveraged basis makes the Index highly risky. The use of leverage may increase the likelihood that losses could exceed the Buffer under your Cycle Investment.
The Index may not fully participate in any appreciation of the Underlying Benchmark. At any time when the calculated forward volatility is greater than the 35% volatility target, the Index will have less than 100% exposure to the Underlying Benchmark and therefore will not fully participate in any appreciation of the Underlying Benchmark. For example, if the Index has 50% exposure to the Underlying Benchmark at a time when the Underlying Benchmark appreciates by 5%, the Index would appreciate by only 2.5% (before the decrement). In addition, decrement is deducted daily at a rate of 1% per annum even when the Index has less than 100% exposure to the Underlying Benchmark, which will further reduce performance. This means that the Index could significantly underperform the Underlying Benchmark.
◦Impact of Volatility Methodology. There is a risk that the Index may realize significant losses if it is not consistently successful in increasing exposure to the Underlying Benchmark at the optimal time (in advance of increases in the Underlying Benchmark) and reducing exposure to the Underlying Benchmark at the optimal time (in advance of declines in the Underlying Benchmark). The Index increases and decreases its exposure to the Underlying Benchmark based on calculated forward volatility (not actual realized volatility) and its 35% volatility target. In


doing so, it assumes: (1) that the Underlying Benchmark will tend to increase in times of lower volatility and decline in times of higher volatility; (2) that the calculated forward volatility, as derived from the market prices of exchange-traded options on the S&P 500 Price Return Index on each weekly rebalancing date, will be an effective predictor of future volatility of the Underlying Benchmark over the next week; and (3) that the 35% volatility target will be an effective level of volatility at which to draw the line between leveraged exposure and deleveraged exposure to the Underlying Benchmark. There is no guarantee that these assumptions will be proven correct over any given time period.
The Index may perform less favorably than it would if its volatility targeting mechanism were based on an alternative volatility measure, such as actual realized volatility, rather than implied volatility. Implied volatility represents market expectations of future volatility as derived from the price of exchange-traded options on the S&P 500 Index. Market expectations of future volatility may not accurately forecast future volatility. This means that relying on implied volatility may cause the Index to be less successful in maintaining its volatility target (and have lower Index performance) than it would have been if another measure of volatility had been used.
If any of these assumptions does not prove to be consistently correct, then the Index may perform poorly as a result of having highly leveraged exposure (greater than 100%) to the Underlying Benchmark at a time of declines and/or having reduced exposure (less than 100%) to the Underlying Benchmark at a time of increases. This poor performance will be further increased by the deduction of the 1% decrement. This means that the Index could significantly underperform the Underlying Benchmark.
◦Rebalancing Delay. There is a risk that, by not rebalancing more frequently, the Index may be negatively impacted. The leveraged exposure of each sub-index to the Underlying Benchmark is “reset” on a weekly basis, each on a different weekday (Mon. – Fri.). If the calculated forward volatility at that time is relatively low, that sub-index will have relatively high leveraged exposure to the Underlying Benchmark for the next week, even if the actual realized volatility spikes, and the Underlying Benchmark declines significantly in value immediately after the rebalancing. That sub-index would consequently have highly leveraged exposure to those losses (which will be further increased by the deduction of the 1% decrement) until the next weekly reset in the leveraged exposure of that sub-index. In the case of a sudden increase in volatility and a sudden decline in value, multiple sub-indices may have highly leveraged exposure to declines over multiple days, and the Index may experience poor performance as a result.
Conversely, a sudden decrease in volatility and appreciation in Underlying Benchmark value could result in low exposure to the Underlying Benchmark’s appreciation in value. Taken together, these factors may cause the Index to perform particularly poorly in a temporary market crash – a sudden significant decline that is quickly reversed – because the Index would participate on a highly leveraged basis in the decline and then fail to participate fully in the recovery.
◦Decay Effect. There is a risk that the Index may be adversely affected by a “decay” effect, which may increase the negative effect of having highly leveraged exposure to declines in the Underlying Benchmark followed by reduced exposure to its increases. Due to the fact that each sub-index of the Index only rebalances its leveraged exposure to the Underlying Benchmark on a weekly basis, if the Underlying Benchmark moves in one direction one week and another direction the next, there would be a decay effect. This is because resetting leverage after an increase but in advance of a decline would cause the Index to have increased exposure to that decline and, conversely, resetting leverage following a decline but in advance of an increase would cause the Index to have decreased exposure to that increase. The more this (up and down) pattern repeats, the lower the performance of the Index would be relative to the performance of the Underlying Benchmark.
◦New Index. There is a risk that the Index may perform in unexpected ways. The Index launched on October 18, 2024 and has limited actual performance data. An investment linked to an index with an established record may present less risks than an investment linked to one with little or no history, like the Index.
◦Index Changes. There is a risk that if changes are made to the Index, they may affect the value of the Cycle Investments that reference the Index. The sponsor of the Index may at any time make methodological changes or other changes in the way it operates that could affect the value of the Index. We are not affiliated with the Index sponsor and, accordingly, we have no control


over any changes the sponsor may make. Such changes could adversely affect the performance of the Index and the positive return, if any, on any Cycle Investments that reference the Index. In the event the Index is changed substantially, we may exercise our right to stop offering and/or replace the Index with an available comparable Index for future Cycle Investments. See “Replacement of an Index” below.
◦Large-Cap. The Underlying Index is comprised of equity securities issued by large-capitalization U.S. companies. There is a general risk that large-capitalization companies may be unable to respond quickly to new competitive challenges and may not be able to attain the high growth rate of successful smaller companies.

The “PRINCIPAL RISKS OF INVESTING IN THE CONTRACT – Risks of Investing in the Cycle Investments – No Dividends or Distributions Included in the Index” section is deleted and replaced with the following:

Reference Indexes with No Dividends or Distributions Included in the Index

We reference the S&P 500® Price Return Index (Bloomberg Ticker: SPX), the MSCI EAFE Price Return Index (Bloomberg Ticker: MXEA), and the Russell 2000 Price Return Index (Bloomberg Ticker: RTY), which are “price return” indices, meaning the Index return does not include any dividends or other distributions declared by the companies included in the Index. This results in lower Index returns and, therefore, may negatively impact the performance of the Cycle Investments.

Reference Indexes with Performance Drags

We also reference the Nasdaq-100 Max 30TM Index (Bloomberg Ticker: NDXMAX30TM), which reflects a daily deduction of 1% per annum, and the S&P 500® 35% Edge Volatility 1% Decrement Index (USD) (Bloomberg Ticker: SPX3EV1), which (i) has leveraged exposure to an “Underlying Benchmark” equal to the return of the S&P 500 Total Return Index less the federal funds rate and less 0.50% (each expressed as an annual percentage deducted daily) and (ii) also reflects the deduction of a 1% decrement per annum. These deductions will reduce the Index return and cause the Index to underperform a direct investment in the underlying securities composing the Index.

The following information is inserted under the heading “THE LIVEWELL DYNAMIC ANNUITY CONTRACT – The Cycle Investment Options – The Indices”:

•S&P 500® 35% Edge Volatility 1% Decrement Index (USD) ER (Bloomberg Ticker: SPX3EV1) (the “Index”) is designed to provide leveraged exposure to an underlying performance calculation (the “Underlying Benchmark”) that is intended to produce a return that correlates to the S&P 500 futures market. The Index is comprised of five equally-weighted sub-indices that each reflect leveraged exposure to the Underlying Benchmark. The leveraged exposure of each sub-index to the Underlying Benchmark is “reset” on a weekly basis, each on a different weekday (Mon. – Fri.). The Index tracks exposure to the Underlying Benchmark on a volatility targeted basis, after which a 1% decrement per annum is deducted. The Index has a volatility target of 35%, which it attempts to achieve by applying leverage to its exposure to the Underlying Benchmark (up to a maximum of 500%) when the calculated forward volatility (not actual realized volatility) is less than the volatility target, and by reducing its exposure to the Underlying Benchmark below 100% when the calculated forward volatility is greater than the volatility target (subject to a floor at 25% of the prior week’s rebalancing). The calculated forward volatility is based on implied volatility, which represents market expectations of future volatility as derived from the price of exchange-traded options on the S&P 500 Price Return Index. The Underlying Benchmark is equal to the return of the S&P 500 Total Return Index (the “Underlying Index”) less the federal funds rate and less 0.50% (each expressed as an annual percentage deducted daily). As of December 31, 2024, the current federal funds rate was 4.33%. The federal funds rate will fluctuate over time, and may be higher or lower in the future. The Index’s exposure to the Underlying Benchmark (which includes the deduction of the federal funds rate and 0.50% from the performance of the Underlying Index) and the Index’s deduction of the 1% decrement will reduce the Index return and cause the Index to underperform a direct investment in the underlying securities composing the Index. Additional information about the Index can be found at https://www.spglobal.com/spdji/en/indices/multi-asset/sp-500-35-edge-volatility-1-decrement-index/#overview.



The following information is inserted under the subheading “Historical Index Returns” in the “THE LIVEWELL DYNAMIC ANNUITY CONTRACT – The Cycle Investment Options – The Indices” section:

The S&P 500® 35% Edge Volatility 1% Decrement Index (USD) ER launched on 10/18/2024 and does not have historical annual returns at this time.
The following rows are inserted in the “Cycle Investments” table in “APPENDIX A – INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT”:
Index
Type of Index
Cycle Term
Current Limit on Index Loss (if held until end of Cycle Term)
Minimum Limit on Index Gain (for the life of the Cycle Investment)
S&P 500 35% Edge Volatility 1%
U.S. Large Cap Equities with Additional Volatility Control
1 Year
-10% Buffer
5.0% Cap Rate
Decrement Index (USD) ER3
S&P 500 35% Edge Volatility 1%
U.S. Large Cap Equities with Additional Volatility Control
1 Year
-30% Buffer
7.5% Cap Rate
Decrement Index (USD) ER3
S&P 500 35% Edge Volatility 1%
U.S. Large Cap Equities with Additional Volatility Control
6 Year
-10% Buffer
10.0% Participation Rate
Decrement Index (USD) ER3
S&P 500 35% Edge Volatility 1%
U.S. Large Cap Equities with Additional Volatility Control
6 Year
-20% Buffer
10.0% Participation Rate
Decrement Index (USD) ER3
S&P 500 35% Edge Volatility 1%
U.S. Large Cap Equities with Additional Volatility Control
6 Year
-30% Buffer
7.5% Cap Rate
Decrement Index (USD) ER3
S&P 500 35% Edge Volatility 1%
U.S. Large Cap Equities with Additional Volatility Control
6 Year
-40% Buffer
7.5% Cap Rate
Decrement Index (USD) ER3
3 This Index has leveraged exposure to an “Underlying Benchmark” equal to the return of the S&P 500 Total Return Index less the federal funds rate and less 0.50% (each expressed as an annual percentage deducted daily). As of December 31, 2024, the current federal funds rate was 4.33%. The federal funds rate will fluctuate over time and may be higher or lower in the future. The Index also reflects the deduction of a 1% decrement per annum. The Index’s exposure to the Underlying Benchmark (which includes the deduction of the federal funds rate and 0.50% from the performance of the Underlying Index) and the Index’s deduction of the 1% decrement will reduce the Index return and cause the Index to underperform a direct investment in the underlying securities composing the Index.

The following information is inserted in “APPENDIX C – INDEX DISCLOSURES”:

S&P 500 35% EDGE VOLATILITY 1% DECREMENT INDEX (USD) ER
The "The S&P 500 35% EDGE VOLATILITY 1% DECREMENT INDEX (USD) ER” is a product of S&P Dow Jones Indices LLC or its affiliates (“SPDJI”) and has been licensed for use by Midland National. S&P®, S&P 500®, US 500, The 500, iBoxx®, iTraxx® and CDX® are trademarks of S&P Global, Inc. or its affiliates (“S&P”);

Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); It is not possible to invest directly in an index. The LiveWell Dynamic Annuity is not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, any of their respective affiliates (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices does not make any representation or warranty, express or implied, to the owners of the LiveWell Dynamic Annuity or any member of the public regarding the advisability of investing in securities generally or in the LiveWell Dynamic Annuity particularly or the ability of the S&P 500 35% EDGE VOLATILITY 1% DECREMENT INDEX (USD) ER to track general market performance. Past performance of an index is not an indication or guarantee of future


results. S&P Dow Jones Indices’ only relationship to Midland National with respect to the S&P 500 35% EDGE VOLATILITY 1% DECREMENT INDEX (USD) ER is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The S&P 500 35% EDGE VOLATILITY 1% DECREMENT INDEX (USD) ER is determined, composed and calculated by S&P Dow Jones Indices without regard to Midland National or the LiveWell Dynamic Annuity. S&P Dow Jones Indices have no obligation to take the needs of Midland National or the owners of the LiveWell Dynamic Annuity into consideration in determining, composing or calculating the S&P 500 35% EDGE VOLATILITY 1% DECREMENT INDEX (USD) ER. S&P Dow Jones Indices have no obligation or liability in connection with the administration, marketing or trading of the LiveWell Dynamic Annuity. There is no assurance that investment products based on the S&P 500 35% EDGE VOLATILITY 1% DECREMENT INDEX (USD) ER will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment adviser, commodity trading advisory, commodity pool operator, broker dealer, fiduciary promoter” (as defined in the Investment Company Act of 1940, as amended), “expert” as enumerated within 15 U.S.C. § 77k(a) or tax advisor. Inclusion of a security, commodity, crypto currency or other asset within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, commodity, crypto currency or other asset, nor is it considered to be investment advice or commodity trading advice.

NEITHER S&P DOW JONES INDICES NOR THIRD PARTY LICENSOR GUARANTEES THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES AND THIRD PARTY LICENSOR SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES AND THIRD PARTY LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE LICENSEE’S PRODUCT(S), OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES OR THIRD PARTY LICENSOR BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. S&P DOW JONES INDICES HAS NOT REVIEWED, PREPARED AND/OR CERTIFIED ANY PORTION OF, NOR DOES S&P DOW JONES INDICES HAVE ANY CONTROL OVER, THE LICENSEE PRODUCT REGISTRATION STATEMENT, PROSPECTUS OR OTHER OFFERING MATERIALS. THERE ARE NO THIRD-PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND LICENSEE, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.

The following information is inserted in “APPENDIX D – FINANCIAL INTERMEDIARY VARIATIONS”:

Financial Intermediary
Indices Not Approved
LPL Financial LLC
S&P 500® 35% Edge Volatility 1% Decrement Index (USD) ER
Raymond James Financial Services, Inc.
S&P 500® 35% Edge Volatility 1% Decrement Index (USD) ER
Raymond James & Associates, Inc.
S&P 500® 35% Edge Volatility 1% Decrement Index (USD) ER
Atria Wealth Solutions, Inc.
Cadaret, Grant & Co., Inc.
S&P 500® 35% Edge Volatility 1% Decrement Index (USD) ER
CUSO Financial Services, L.P.
S&P 500® 35% Edge Volatility 1% Decrement Index (USD) ER
NEXT Financial Holdings, Inc.
S&P 500® 35% Edge Volatility 1% Decrement Index (USD) ER
Sorrento Pacific Financial, LLC
S&P 500® 35% Edge Volatility 1% Decrement Index (USD) ER
Western International Securities, Inc.
S&P 500® 35% Edge Volatility 1% Decrement Index (USD) ER

* * *

Additional information about the features of the Cycle Investments can be found in “THE LIVEWELL DYNAMIC ANNUITY CONTRACT – The Cycle Investment Options – Features of a Cycle Investment” in the Prospectus. Information about current limits on Index gains is available at https://www.srslivewell.com/financialprofessionals-livewellretirementseries.



If you have any questions, please call the Customer Service Center toll-free at 1-866-747-3421, or write the Customer Service Center at Midland National Life Insurance Company, PO Box 9261 Des Moines, IA 50306-9261.

Please retain this supplement for future reference.




Part C
OTHER INFORMATION
Item 27. Exhibits

(a)
(b)Not Applicable
(c)(1)
(2)
(d)(1)
(2)
(3)
(4)
(e)
(f)(1)
(2)
(g)Not Applicable
(h)(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
(17)
(18)
(19)
(20)
(21)
(22)
(23)
(24)
(25)


(26)
(27)
(28)
(29)
(30)
(31)
(32)
(33)
(34)
(35)
(36)
(37)
(38)
(39)
(40)
(41)
(42)
(43)
(44)
(45)
(46)
(47)
(48)
(49)
(50)
(51)
(52)
(53)
(54)
(55)


(56)
(57)
(58)
(59)
(60)
(61)
(k)(1)
(l)(1)
(m)
Not Applicable
(n)
Not Applicable
(o)
Not Applicable
(p)
(q)
Not Applicable
(r)
 

1
Incorporated herein by reference to Pre-Effective Amendment No. 2 for Form S-6 on April 23, 1997 (File No. 333-14061)
2
Incorporated herein by reference to Post-Effective Amendment No. 5 for Form N-4 on February 23, 1998 (File No. 33-64016)
3
Incorporated herein by reference to Post-Effective Amendment No. 6 for Form S-6 on February 15, 2001 (File No. 333-14061)
4
Incorporated herein by reference to Post-Effective Amendment No. 5 for Form N-4 on April 28, 2003 (File No. 333-71800)
5
Incorporated herein by reference to Initial N-4 Filing on June 7, 1993 (File 33-64016)
6
Incorporated herein by reference to Post-Effective Amendment No. 4 for Form N-4 on April 29, 1997 (File No. 33-64016)
7
Incorporated herein by reference to Post-Effective Amendment No. 12 for Form N-4 on April 28, 2008 (File No. 333-108437)
8
Incorporated herein by reference to Pre-Effective Amendment No. 1 for Form N-4 on December 15, 2011 (File No. 333-176870)
9
Incorporated herein by reference to Post-Effective Amendment No. 1 for Form N-4 on April 25, 2012 (File No. 333-176870)
10Incorporated herein by reference to Post-Effective Amendment No. 2 for Form N-4 on September 20, 2012 (File No. 333-176870)
11
Incorporated herein by reference to Post-Effective Amendment No. 8 for Form N-6 on April 26, 2013 (File No. 333-148824)
12
Incorporated herein by reference to Post-Effective Amendment No. 3 for Form N-4 on April 26, 2013 (File No. 333-176870)
13
Incorporated herein by reference to Post-Effective Amendment No. 4 for Form N-4 on July 12, 2013 (File No. 333-176870)
14
Incorporated herein by reference to Post-Effective Amendment No. 7 for Form N-4 on July 25, 2014 (File No. 333-176870)
15
Incorporated herein by reference to Post-Effective Amendment No. 9 for Form N-4 on July 16, 2015 (File No. 333-176870)
16
Incorporated herein by reference to Post-Effective Amendment No. 12 for Form N-4 on April 26, 2018 (File No. 333-176870)
17
Incorporated herein by reference to Post-Effective Amendment No. 13 for Form N-4 on April 29, 2019 (File No. 333-176870)
18
Incorporated herein by reference to Pre-Effective Amendment No. 1 for Form N-4 on December 9, 2021 (File No. 333-255058)


19
Incorporated herein by reference to Post-Effective Amendment No. 1 for Form N-4 on April 29, 2022 (File No. 333-255058)
20
Incorporated herein by reference to Post-Effective Amendment No. 4 for Form N-4 on November 13, 2023 (File No. 333-255058)
21
Incorporated herein by reference to Post-Effective Amendment No. 1 for Form N-4 on April 17, 2025 (File No. 333-283566)
22
Filed herein.


Item 28. Directors and Officers of the Insurance Company

Name and Principal Business Address1
Position and Offices with Depositor
Esfandyar E. DinshawPresident, Chairman of the Board & Chief Executive Officer
Darron K. AshDirector
James Roderick ClarkDirector
Thomas J. CorcoranDirector
Susan T. DeakinsDirector
George A. FiskDirector
Carl M. Harris
Director
William D. HeinzDirector
Gina A. Norris
Director
Gerald R. Blair3
President – Sammons Life Insurance Group
Casey C. Decker
Chief Operating Officer
William L. LowePresident – Sammons Institutional Group and Director
Joseph E. PaulPresident – Sammons Corporate Markets
Robert R. TeKolstePresident – Sammons Independent Annuity Group and Director
Brett L. Agnew
Senior Vice President, Deputy General Counsel – Securities & Investments and Assistant Secretary
David C. Attaway
Senior Vice President
Kathleen Bartling2
Chief People Officer
Kelly L. Coomer3
Senior Vice President & Chief Information Officer
Brian D. Hansen
Senior Vice President & Chief Development Officer
Eric Y. LinSenior Vice President & Corporate Actuary
John D. MelvinSenior Vice President & Chief Investment Officer
Michael L. MockSenior Vice President – Wealth Management Strategy
Michael A. Pietig
Senior Vice President – Services
Amy E. Teas
Senior Vice President, General Counsel & Secretary
Stacy L. Bagby
Vice President – Sales & Compliance Administration
Marcy L. Baker
Vice President – Risk & Asset Liability Management
Neil A.Berns
Vice President & Chief Strategy Officer-Life
Jamie E. Beyer2
Vice President – Valuation
Bryce A. Biklen
Vice President & Chief Distribution Officer SIAG
Lori L. BochnerVice President – Marketing
Gregory J. BonzagniVice President – National Sales
Eric Boucher
Vice President – Enterprise Risk Management
Kerry Cahill
Vice President – Business & Sales Development
Jackie L. Cockrum
Vice President – New Business Operations
Timothy D. Crawford
Vice President & Associate General Counsel-Life & Annuity Operations
Pam DoeppeVice President
Nathan L. Driskill
Vice President – Sales MNL
Linda M. Durman
Vice President – Annuity Product Development & Inforce Management


Daniel E. Edsen
Vice President, Chief Financial Officer & Treasurer
Adora M. Ellis
Vice President – Investment Portfolio Management
Kirk P. EvansVice President – Product Development & Risk Management
Lynne M. Flater
Vice President & Chief Tax Officer
Trent J. Freier
Vice President – Corporate Markets
Patrick Glover
Vice President – Financial Reporting
Christie S. Goodrich
Vice President – Life Product
Cyndi J. Hall
Vice President – Chief Compliance Officer
Jeffrey P. Heppner
Vice President – Information Technology
Jeannie M. Iannello2
Vice President – Life New Business & Underwriting
Robert Johnson, Jr.Vice President – Chief Distribution & Sales Officer MNL
Mark E. Kalinowski3
Vice President – Investment & Hedging Strategies
Tracey E. KnudtsonVice President – Talent & Organizational Development and HR Business Partner
Khen C. Leuk3
Vice President – Chief Underwriting Officer, SFG Bermuda Ltd.
Brent A. MardisVice President - Chief Strategy Officer
Kevin W. Mechtley
Vice President – Business Development & Chief Innovation Officer
Paul J. MocarskiVice President & Chief Information Security Officer
Seth G. Nailor
Vice President – Agency and Customer Support
Katrisha Neisse2
Vice President - Strategy & Business Development- Life
Adam W. Newland
Vice President – Audit
Jackson P. Ode
Vice President – Sales MNL
Cheryl O’Heath3
Vice President – Information Technology
Susan B. OsweilerVice President – Chief Risk Officer
Varun B. Parekh3
Vice President – Information Technology
Matthew P. Pelham
Vice President – Information Technology
Melissa R. PhillipsVice President – Sales Operations Life
Henry Pietrkowski3
Vice President – Associate General Counsel – Litigation
Amy E. Rider
Vice President – Strategic Risk & Mortality Management
Sarah E. Theis
Vice President & Chief Strategy Officer
Rachelle L. Tieszen2
Vice President – Total Rewards and HR Business Partner
Piera Valle
Vice President – Financial Institutions
Carmen R. Walter
Vice President – Product Development Corporate Markets
Heath C. Williams2
Vice President – Information Technology
Aaron D. Witt
Vice President – Chief Digital & Data Officer
Stephanie Wynne
Vice President – Corporate Development Operations & Integration
Lori DenHerder
Associate Vice President – Compliance Investigations & AML Officer
Logan S. Veurink2
Associate Vice President – Capital Planning & Analysis
Jill Williams3
Associate Vice President – Operational Compliance
1    Unless noted otherwise, the principal business address for each officer and director is 8300 Mills Civic Parkway, West Des Moines, IA 50266
2    One Sammons Plaza, Sioux Falls, SD 57193-9991
3    433 W. Van Buren Street, Chicago, IL 60607
Item 29. Persons Controlled By or Under Common Control With the Insurance Company or Registered Separate Account.
The Insurance Company, Midland National Life Insurance Company (Midland) is an indirect subsidiary of Sammons Enterprises, Inc. The Registered Separate Account is a segregated asset account of Midland. Shares of Sammons Enterprises, Inc. are held by GreatBanc Trust Company, as Trustee of the Sammons Enterprises, Inc. Employee Stock Ownership Trust (ESOT). Other direct or indirect subsidiaries of Sammons Enterprises, Inc. (SEI), as of December 31, 2024, are:

Name of Parent, Subsidiaries Or AffiliatesDomiciliary LocationIf Control is Ownership Provide Percentage
19160 West Bellfort Richmond Owner, LLCDE100.00
215 Castro LLCDE100.00


49 North, LLCDE100.00
5 Burlington Woods JV, LLCDE44.00
5 Burlington Woods, LLCDE100.00
550 Capital, Inc.DE100.00
800 Main Street Providence Village Owner, LLCDE100.00
ABV Holdings, LLCNC100.00
Access Plus (Scotland) Ltd.ZZZ100.00
Aerial Platform Hire LimitedIRL100.00
AIS SIND, LLCDE100.00
AJ Highland Park Investors, LLCDE100.00
AJ Renaissance Place Investors, LLC DE100.00
AK St. Louis Holdings, LLCDE100.00
AK St. Louis Manager, LLCDE50.00
AK St. Louis Owner, LLCDE100.00
Albemarle Solar Center, LLCNC100.00
Albion 636 Division, LLCDE100.00
Albion at Beachwood LLCDE50.00
Albion at Evanston Investors I, LLCDE100.00
Albion at Evanston, LLCDE100.00
Albion at Highland Park, LLCDE100.00
Albion at Murfreesboro, LLCDE100.00
Albion at New Forum Member, LLCDE100.00
Albion at Oak Park Investors I, LLCDE100.00
Albion at Oak Park Member, LLCDE100.00
Albion at Oak Park, LLCDE100.00
Albion at Palatine, LLCDE100.00
Albion at Parklane GP, LLCDE100.00
Albion at Parklane Limited Partner, LLC DE100.00
Albion at Renaissance Place, LLC DE100.00
Albion Columbus 1, LLCDE100.00
Albion Columbus Investors 1, LLCDE20.00
Albion Construction LLCDE100.00
Albion DeVille Member LLCDE100.00
Albion HoldCo LLCDE100.00
Albion in the Gulch Investors, LLCDE100.00
Albion in the Gulch Member, LLCDE100.00
Albion in the Gulch, LLCDE100.00
Albion Jacobs Highland Park, LLCDE100.00
Albion Jacobs Renaissance Place, LLC DE100.00
Albion Lawrenceville, LLCDE100.00
Albion Murfreesboro Investors, LLCDE20.00
Albion Murfreesboro Member, LLCDE100.00
Albion Music Row II, LLCDE100.00
Albion Music Row, LLCDE100.00
Albion on Lake Cook Mezz, LLCDE100.00
Albion on Lake Cook, LLCDE100.00
Albion Residential LLCDE100.00
Albion St. Louis, LLCDE100.00
AmeyBriggs Fleet and Equipment LimitedGBR50.00
AmeyBriggs Services Holding LimitedGBR50.00


AmeyBriggs Services LimitedGBR100.00
Asheville Resolution CorporationDE100.00
Aspen Solar, LLCNC100.00
ATCAP-CCI Atlanta Industrial II, LLCDE95.00
ATCAP-CCI Atlanta Industrial, LLCDE92.50
ATCAP-CCI Emerson Industrial, LLCDE95.00
ATCAP-CCI Flint Industrial, LLCDE95.00
Atlas Atlanta Cobb International, LLCDE100.00
Atlas Atlanta II Doan, LLCDE100.00
Atlas Atlanta II International, LLCDE100.00
Atlas Atlanta II Park, LLCDE100.00
Atlas Atlanta II Shackleford, LLCDE100.00
Atlas Atlanta Mountain Industrial, LLCDE100.00
Atlas Atlanta Oakcliff, LLCDE100.00
Atlas Atlanta Royal Atlanta, LLCDE100.00
Atlas Atlanta Tuckerstone, LLCDE100.00
Atlas Emerson, LLC (Indianapolis, IN)DE100.00
Atlas Flint 146, LLCDE100.00
Atlas Flint Air Center, LLC DE100.00
Atlas Flint Bergen, LLC DE100.00
Atlas Flint Dorothy, LLCDE100.00
Atlas Flint International, LLC DE100.00
Atlas Flint Lake Emma, LLC DE100.00
Atlas Flint Park Row, LLC DE100.00
Balloo Hire Centre LimitedIRL100.00
Balloo Hire LimitedIRL100.00
Balsam Solar, LLCNC100.00
Bannagroe LimitedIRL100.00
BE Finance LimitedGBR100.00
Beachwood Apartments LLCDE100.00
Beacon Capital Management, Inc.OH100.00
Bestow Life Insurance CompanyIA100.00
Beulah Belle Grazing Association, LLCWY100.00
Blulift LimitedIRL100.00
BRE NC Solar 1, LLCNC100.00
Briggs Equipment Ireland LimitedIRL100.00
Briggs Equipment Mexico, Inc.DE100.00
Briggs Equipment UK LimitedGBR100.00
Briggs Equipment, S.A. de C.V.MEX 99.00
Briggs Equipment, S.A. de C.V.MEX 1.00
Briggs Industrial Solutions, Inc.DE100.00
Briggs International, Inc.DE100.00
Briggs UK Holdings, Inc.DE100.00
Broadway Solar Center, LLCNC100.00
Burleson Wilshire Investment Partners, LLCDE100.00
Canal Reinsurance CompanyIA100.00
Cast Iron Energy, LLCDE100.00
CCE Funding LLCDE100.00
CCI Alexandria SL LLCDE100.00
CCI Atlanta Industrial LLCDE100.00


CCI Bethesda SL LLCDE100.00
CCI GG Prime 1 LLCDE100.00
CCI Historic, Inc.DE100.00
CCI Horizon LLCDE100.00
CCI Industrial - ATCAP Atlanta II Investor LLCDE100.00
CCI Industrial - ATCAP Emerson Investor LLCDE100.00
CCI Industrial - ATCAP Flint Investor LLCDE100.00
CCI Industrial - JSC Georgetown I Investor LLCDE100.00
CCI Industrial - JSC Georgetown II Investor LLCDE100.00
CCI Industrial - JSC Lakeview I Investor LLCDE100.00
CCI Industrial - JSC Lakeview II - SAF BTS Investor LLCDE100.00
CCI Industrial - JSC Lakeview II Investor LLCDE100.00
CCI Industrial - JSC Landis I Investor LLCDE100.00
CCI Industrial - JSC Landis II Investor LLCDE100.00
CCI Industrial - KDC Oncor Investor LLCDE100.00
CCI Industrial - SM Cary Investor LLCDE100.00
CCI Industrial - SM Locust Grove Investor LLCDE100.00
CCI Industrial Holdings LLCDE100.00
CCI JSC Holdings LLCDE100.00
CCI MAC 5BW LLCDE100.00
CCI Manager LLCDE100.00
CCI MF Holdings LLCDE100.00
CCI MFH - KV San Cierra Investor LLCDE100.00
CCI MFH - KV Tribeca/Encore Investor LLCDE100.00
CCI Residential LLCDE100.00
CCI Retail – GBT TX Sprouts Investor LLCDE100.00
CCI Retail Holdings LLCDE100.00
CCI SSL Funding LLCDE100.00
CCI SSL Holding LLCDE100.00
CCI Tysons SL, LLCDE100.00
CCI Westfields Investor LLC (fka CCI Ohana LLC)DE100.00
CCI/HTC, Inc.DE100.00
Cedar Solar, LLCNC100.00
Clemina Hydro Power GP Ltd.CAN100.00
Clemina Hydro Power LPCAN99.00
Clemina Hydro Power LPCAN0.01
Columbia Mountains Power GP Ltd.CAN100.00
Columbia Mountains Power LPCAN99.00
Columbia Mountains Power LPCAN0.01
Community Investments, Inc.DE100.00
Compatriot Capital, Inc.DE100.00
Connect18 Energy Holdings, Inc.DE100.00
Consolidated Investment Services, Inc.DE100.00
Constitution, LLCDE100.00
Controladora Briggs de Mexico, S. de R.L. de C.V.MEX 99.00
Controladora Briggs de Mexico, S. de R.L. de C.V.MEX 1.00
Cornwall Solar Center, LLCNC100.00
Crestwood Solar Center, LLCNC100.00
Dement Farm, LLCNC100.00
Duplin Solar II, LLCNC100.00


Durham Solar, LLCNC100.00
E2M Holdings, LLCDE30.00
E2M Partners, LLCDE100.00
Elm Solar, LLCNC100.00
English Hydro Power GP Ltd.CAN100.00
English Hydro Power LPCAN0.01
English Hydro Power LPCAN99.00
Enterhealth, LLCTX21.30
ESA Newton Grove 1 NC, LLCNC100.00
ESA Selma NC 1, LLCNC100.00
ESA Smithfield 1 NC, LLCNC100.00
Flagship Energy, LLCDE100.00
Forklift Operations de Mexico, S.A. de C.V.MEX 99.00
Forklift Operations de Mexico, S.A. de C.V.MEX 1.00
Forkway (Hire) LimitedGBR100.00
Forkway Group LimitedGBR100.00
Forkway LimitedGBR100.00
Foundation X, LLCDE100.00
Galway Pland and Tool Hire LimitedIRL100.00
GBT-CCI TX Sprouts JV, LLCDE82.00
Gerrity Group, LLCDE100.00
Gerrity Holdings LLCDE40.00
Gerrity Prime 1, LLCDE99.00
Gerrity Prime 1, LLCDE1.00
Gerrity Retail Fund 3 Management, LLCDE100.00
Gerrity Retail Fund 3, L.P.DE40.00
Gerrity Retail Fund 3, L.P.DE0.00
Gerrity Retail Fund 3, L.P.DE4.30
Gerrity Retail Investors 3, LLCDE94.70
Gerrity Retail Partners 3, LLCDE100.00
GFL Access LimitedGBR100.00
GFL Holdings LimitedGBR100.00
Gila Bend Power Partners, LLCDE100.00
GRF Special, LLCDE0.00
GRF Special, LLCDE100.00
Gwynedd Forklifts LimitedGBR100.00
H2 Fuels, Inc.DE100.00
Harrell's Hill Solar Center, LLCNC100.00
Heelstone Energy II, LLCDE100.00
Heelstone Energy III, LLCDE100.00
Heelstone Energy IV, LLCDE100.00
Heelstone Energy V, LLCDE100.00
Heelstone Energy VI, LLCDE100.00
Heelstone Energy VIII, LLCDE100.00
Heelstone Energy, LLCDE100.00
Heelstone Land Holdings, LLCDE100.00
Heestone Energy VII, LLCDE100.00
Heyday Insurance Agency LLCDE100.00
Highland Solar Center, LLCNC100.00
Hiremech Holdings LimitedGBR100.00


Hiremech LimitedGBR100.00
Hitec Lift Trucks LimitedGBR100.00
HyElement Power, Inc.DE100.00
Industrial US Holdings, Inc.DE100.00
Innovative Solar 23, LLCNC100.00
J.B. Plant Hire (Dungannon) LimitedGBR100.00
J.B. Plant Hire LimitedGBR100.00
Jackson-Shaw Company LLCDE100.00
Jackson-Shaw Holdings LLCDE44.75
JLB 2728 Cedar Springs, LPTX30.00
JLB 2728 Cedar Springs, LPTX70.00
JLB BUILDERS LLCTX100.00
JLB CCI Westfields LLCDE80.00
JLB CCI Westfields LLCDE11.62
JLB Chapman GP LLCDE100.00
JLB Chapman LPDE98.00
JLB Chapman LPDE100.00
JLB Chapman LPDE2.00
JLB McLean LLCDE39.00
JLB McLean LLCDE21.90
JLB McLean Partners LPDE65.70
JLB Partners LLCDE40.00
JLB REALTY LLCTX100.00
JLB RESIDENTIAL LLCTX100.00
JLB Stafford Land LPTX100.00
JLB West Paces Phase I GP LLCTX100.00
JLB West Paces Phase I L.P.TX80.00
JLB West Paces Phase I L.P.TX19.00
JLB West Paces Phase I L.P.TX1.00
JSC Manager LLCDE100.00
JSC-CCI Georgetown I JV LLCDE94.00
JSC-CCI Georgetown I JV LLCDE3.50
JSC-CCI Georgetown II JV LLCDE95.00
JSC-CCI Georgetown II JV LLCDE3.50
JSC-CCI Lakeview I JV LLCDE95.00
JSC-CCI Lakeview I JV LLCDE3.50
JSC-CCI Lakeview I LLCDE100.00
JSC-CCI Lakeview I Mezz LLCDE100.00
JSC-CCI Lakeview II - SAF BTS, LLCDE95.00
JSC-CCI Lakeview II - SAF BTS, LLCDE3.50
JSC-CCI Lakeview II JV LLCDE95.00
JSC-CCI Lakeview II JV LLCDE3.50
JSC-CCI Landis I, LLCDE95.00
JSC-CCI Landis I, LLCDE3.50
JSC-CCI Landis II, LLCDE95.00
JSC-CCI Landis II, LLCDE3.50
K2 Development, LLCDE100.00
KDC HoldCo LLCDE25.00
KDC OEDC Investments One LPTX75.00
KDC Real Estate JV I Controlling GP LLCDE25.00


KDC Real Estate JV I General Partner LPDE48.50
KDC Real Estate JV I General Partner LPDE0.00
KDC Real Estate JV I LPDE48.40
KDC Real Estate JV I LPDE0.20
KDC Real Estate JV I Operating LLCDE100.00
KDC Real Estate JV I REIT LLCDE100.00
KDC Real Estate JV I REIT LLCDE0.00
KDC Real Estate JV I REIT Manager LLCDE25.00
Kenansville Solar Farm, LLCNC100.00
KV Encore Apartments, LLCDE100.00
KV San Cierra Apartments, LLCDE100.00
KV San Cierra Holdings, LLC DE85.00
KV Tribeca Apartments, LLCDE100.00
KV Tribeca/Encore Holdings, LLC DE75.00
Kyle Kohlers Crossing, LLCDE100.00
Lafayette Solar I, LLCNC100.00
Laois Hire Services LimitedIRL100.00
Laurinburg Solar, LLCNC100.00
Legacy KDC Holdings, LLCDE35.60
Littlefield Solar Center, LLCNC100.00
Maxim (GB) LimitedGBR100.00
Mexcolift Servicios de Personnel, S. de R.L. de C.V.MEX 99.00
Mexcolift Servicios de Personnel, S. de R.L. de C.V.MEX 1.00
Midland National Life Insurance CompanyIA100.00
Midway Wind, LLCDE100.00
MNL Reinsurance CompanyIA100.00
Montacargas Yale de Mexico, S.A. de C.V. MEX 99.00
Montacargas Yale de Mexico, S.A. de C.V. MEX 1.00
Morgan Farm, LLCNC100.00
My Financial Freedom LLCDE100.00
Nashville Farms, LLCNC100.00
Neckar Investments LimitedGBR100.00
New Forum Apartments JV Investors, LLCDE10.00
New Forum Owner LLCDE100.00
New Roots M TrustDE100.00
New Roots N TrustDE100.00
Neworld Energy Investor LLCDE90.00
Neworld.Energy Holdings, LLCDE25.00
Neworld.Energy Holdings, LLCDE3.00
Neworld.Energy LLCNV100.00
Nextgen Re Holdings, LLCDE100.00
Nishhen Denshi LimitedGBR100.00
North American Company for Life and Health InsuranceIA100.00
North Carolina Solar III, LLCNC100.00
Northern Forklift (Scotland) LimitedGBR100.00
Northrock Financial Services, LLCDE100.00
Northrock Partners Holdco, LLCDE55.00
NorthRock Partners Intermediate, LLCDE55.00
NorthRock Partners Tax Services, LLCDE100.00
NorthRock Partners, LLCDE100.00


NRX Hockey, LLCDE100.00
NRX Holding, LLCDE100.00
Otter, Inc.OK100.00
Parkway Mortgage, Inc.DE100.00
Pathfinder Bison Bend, LLCWY100.00
Pathfinder Buzzard Bird Ranch, LLCWY100.00
Pathfinder Cardwell Access Ranch, LLCWY100.00
Pathfinder Cardwell Ranch, LLCWY100.00
Pathfinder Dumbell Ranch, LLCWY100.00
Pathfinder Land and Ranch Management, LLCWY100.00
Pathfinder Miracle Mile Ranch, LLCWY100.00
Pathfinder Pathfinder Ranch, LLCWY100.00
Pathfinder Perkins Ranch, LLCWY100.00
Pathfinder Ranches, LLCWY100.00
Pathfinder Sand Creek, LLCWY100.00
Pathfinder Stewart Creek Ranch, LLCWY100.00
Pathfinder Sun Ranch, LLCWY100.00
Pathfinder Two Iron Ranch, LLCWY100.00
Pent House AssociatesDE99.00
Pent House AssociatesDE1.00
PR Holdings Inc.DE100.00
Private Tax Services, LLCDE100.00
Property Disposition, Inc.DE100.00
PV Project Holdings I, LLCNC100.00
PV Project Holdings II, LLCNC100.00
PV Project Holdings III, LLCNC100.00
PV Project Holdings IV, LLCNC100.00
PV Project Holdings V, LLCNC100.00
Raeford Farm, LLCNC100.00
Red Hill Solar Center, LLCNC100.00
Red Toad 1425 A Powatan Road, LLCNC100.00
Relay Energy Partners, LLCDE100.00
Rio Bravo Wind Capital, LLCDE100.00
Rio Bravo Wind Holdings, LLCDE100.00
Rio Bravo Wind Renewables, LLCDE100.00
Rio Bravo Windpower, LLCDE100.00
Rockingham Solar, LLCNC100.00
Rosemount Holdings LtdZZZ100.00
RSG Hockey, LLCDE100.00
SAGE Assets, Inc.DE100.00
Samarcand Solar Farm, LLCNC100.00
Sammons BW, Inc.DE100.00
Sammons Capital, Inc.DE100.00
Sammons CorporationDE100.00
Sammons Distribution Holdings, Inc.DE100.00
Sammons Enterprises, Inc. DE100.00
Sammons Enterprises, Inc. ESOTTX
Sammons Equity Alliance, Inc.DE100.00
Sammons Financial Group Asset Management, LLCDE100.00
Sammons Financial Group U.S. Insurance Holdings, LLCDE100.00


Sammons Financial Group Wealth Management Holdings, LLCDE100.00
Sammons Financial Group, Inc.DE100.00
Sammons Financial Network, LLCDE100.00
Sammons Industrial Capital, LLCDE100.00
Sammons Industrial, Inc.DE100.00
Sammons Infrastructure, Inc.DE100.00
Sammons Institutional Group, Inc.DE100.00
Sammons Power Development, Inc.DE100.00
Sammons Renewable Energy Canada Holdings Inc.CAN100.00
Sammons Renewable Energy Holdings, Inc.DE100.00
Sammons Securities, Inc.DE100.00
Sammons Warehouse Solutions, Inc.DE100.00
Serpentine Hydro Power GP Ltd.CAN100.00
Serpentine Hydro Power LPCAN99.00
Serpentine Hydro Power LPCAN0.01
SFG Bermuda, LTDBM100.00
SFG Cary Investors, LLCDE95.00
SFG Cary, LLCDE100.00
SFG Fortuna, LLCDE100.00
SFG Locust Grove Investors, LLCDE95.00
SFG Locust Grove, LLCGA100.00
SFG Tenura, LLCDE100.00
Shelby Randolph Road Solar I, LLCNC100.00
SID Solar I, LLCNC100.00
Silverstone Alexandria II Owner, LLCDE100.00
Silverstone Alexandria II, LPDE90.00
Silverstone Bethesda Owner, LLCDE100.00
Silverstone Bethesda, LPDE85.00
Silverstone Senior Living, LLCDE37.33
Silverstone Tysons Owner, LLCDE100.00
Silverstone Tysons, LPDE85.00
SitePro Rentals, Inc.DE100.00
Ski Partners II, LLCDE32.75
Ski Partners, LLCDE32.74
SLBCA Holding LLCDE100.00
Solberg Reinsurance CompanyIA100.00
Solent Forklift Trucks LimitedGBR100.00
Soo Line Building City Apartments LLCDE100.00
SP Land Company, LLCDE80.00
SRE Blocker #1, Inc.DE100.00
SRE Blocker #2, Inc.DE100.00
SRE Blocker #3, Inc.DE100.00
SRE Blocker #4, Inc.DE100.00
SRE DevCo, Inc.DE100.00
SRE Focalpoint Holdings, Inc.DE100.00
SRE Focalpoint Member, LLCDE100.00
SRE Focalpoint, LLCDE99.50
SRE Hydro Canada CorpCAN100.00
SRE Hydro Canada General Services Ltd.CAN100.00
SRE Hydro Canada-1, LLCDE99.50


SRE Hydro DevCo, Inc.DE100.00
SRE Midway HoldCo LLCDE100.00
SRE Midway LLCDE99.50
SRE Midway Member LLCDE100.00
SRE NC Solar, LLCDE99.50
SRE OpCo, Inc.DE100.00
SRE Rio Bravo, LLCDE99.50
SRE Solar OpCo, Inc.DE100.00
SRE Utility Solar 1, LLCDE100.00
SRE Wind OpCo Inc.DE100.00
SRK Holdings, LLCNC100.00
SSL CCI Funding, LLCDE85.00
Stewart Creek Grazing Association, LLCWY50.00
Stewart Creek Grazing Association, LLCWY50.00
Stone Roots M TrustDE100.00
Stone Roots N TrustDE100.00
Sweetgum Solar, LLCNC100.00
Sweetwater River Conservancy Bald and Golden Eagle Bank, LLCWY100.00
Sweetwater River Conservancy Greater Sage-Grouse Habitat Bank, LLCWY100.00
Sweetwater River Conservancy Wetland Mitigation Bank, LLCWY100.00
Sweetwater River Conservancy, LLCWY100.00
SWS Precision Warehouse Design LLCDE60.00
SWS ServiceCo, Inc.DE100.00
Sync Storage Solutions, Inc.DE100.00
Trail Boss Partners, LLCDE100.00
Trainingplus.Com Ltd.ZZZ100.00
Two Crosses Grazing Association, LLCWY25.00
Two Crosses Grazing Association, LLCWY25.00
Two Crosses Grazing Association, LLCWY25.00
Two Crosses Grazing Association, LLCWY25.00
Van Slyke Solar Center, LLCNC100.00
VGH/Dallas LLCDE70.00
Woodbine Legacy Holdings, LLCDE93.00
Woodbine Legacy Holdings, LLCDE7.00
Woodbine Legacy Investment Partners, LPDE45.70
Woodbine Legacy Pref Partners, LPDE42.10
Wooden Rifle Grazing Association, LLCWY20.00
Wooden Rifle Grazing Association, LLCWY20.00
Wooden Rifle Grazing Association, LLCWY20.00
Wooden Rifle Grazing Association, LLCWY20.00
Wooden Rifle Grazing Association, LLCWY20.00
York Road Solar I, LLCNC100.00
ZV Solar 3, LLCNC100.00
Item 30. Indemnification
Midland National Life Insurance Company indemnifies actions against all officers, directors, and employees to the full extent permitted by Iowa law. This includes any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative. Such indemnification includes expenses, judgments, fines, and amounts paid in settlement of such actions, suits, or proceedings.
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the


Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 31a. Relationship of Principal Underwriter to Other Investment Companies
In addition to Midland National Life Separate Account C, Sammons Financial Network, LLC, the principal underwriter/distributor of the Registered Separate Account, is also the principal underwriter/distributor for variable universal life policies issued through Midland National Life Separate Account A.
Item 31b. Principal Underwriters
The directors and principal officers of Sammons Financial Network, LLC are as follows:

Name and Principal Business Address
Positions and Offices with
Sammons Financial Network, LLC
William L. Lowe
8300 Mills Civic Parkway
West Des Moines, IA 50266
President
Christopher Kobes
8300 Mills Civic Parkway
West Des Moines, IA 50266
Chief Compliance Officer—Broker Dealer
Arlen Dykhuis
8300 Mills Civic Parkway
West Des Moines, IA 50266
Financial Operations Principal
Brett Agnew
8300 Mills Civic Parkway
West Des Moines, IA 50266
Corporate Secretary
Item 31c. Compensation of Principal Underwriters
The following commissions and other compensation were received by each principal underwriter, directly or indirectly, from the Registrant during the Registrant’s last fiscal year:
(1)
Name of Principal
Underwriter
(2)
Net Underwriting
Discounts and
Commissions*
(3)
Compensation on
Redemption
(4)
Brokerage
Commissions
(5)
Other
Compensation**
Sammons Financial Network, LLC
$32,935,712$0$0$8,923,126

*    Represents commissions paid on the LiveWell Variable Annuity, LiveWell Dynamic Annuity, and the Legacy Variable Annuity.
**    Represents an underwriting fee paid to Sammons Financial Network, LLC for LiveWell Variable Annuity contract, LiveWell Dynamic Annuity contract, and the Legacy Variable Annuity contract under Separate Account C.

Item 31A. Information about Contract with Index-Linked Options
Name of the ContractNumber of Contracts OutstandingTotal Value Attributable to the Index-Option Subject to an AdjustmentNumber of Contracts Sold During the Prior Calendar YearGross Premiums Received During the Prior Calendar YearAmount of Contract Value Redeemed During the Prior Calendar YearCombination Contract (Yes/No)
Oak Elite Advisory Registered Index-Linked Variable Annuity
1$136,2031$136,565$225,000
Yes



Name of the ContractNumber of Contracts OutstandingTotal Value Attributable to the Index-Option Subject to an AdjustmentNumber of Contracts Sold During the Prior Calendar YearGross Premiums Received During the Prior Calendar YearAmount of Contract Value Redeemed During the Prior Calendar YearCombination Contract (Yes/No)
LiveWell Dynamic Annuity
2,846$485,785,8992,212$385,605,371$5,629,461
Yes

Item 33. Management Services
No management related services are provided to the Registrant, except as discussed in Parts A and B.

Item 34. Fee Representation and Undertakings
With regard to the offering of the variable Subaccounts under this registration statement, Midland National Life Insurance Company represents that all fees and charges deducted under the Contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred and the risk assumed by Midland National Life Insurance Company.

With regard to the offering of the index-linked Cycle Investments under this registration statement, Midland National Life Insurance Company hereby undertakes:
1. To file, during any period in which offers or sales are being made, a post-effective amendment to
the registration statement to include any prospectus required by section 10(a)(3) of the Securities
Act; and
2. That, for the purpose of determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.

Section 403(b) Representation
On behalf of Midland National Life Separate Account C, Midland National Life Insurance Company represents that the Separate Account is relying on a no-action letter dated November 28, 1988, to the American Council of Life Insurance (Ref. No. IP-6-88), regarding sections 22(e), 27(c)(1), and 27(d) of the Investment Company Act of 1940, in connection with redeemability restrictions on Section 403(b) Contracts, and that paragraphs numbered (1) through (4) of that letter will be complied with.






SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, Midland National Life Separate Account C certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment to the Registration Statement under Rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of West Des Moines, and State of Iowa, on this eighteenth day of July, 2025.

Pursuant to the requirements of the Securities Act of 1933, Midland National Life Insurance Company certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment to the Registration Statement under Rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of West Des Moines, and State of Iowa, on this eighteenth day of July, 2025.

   
        MIDLAND NATIONAL LIFE SEPARATE
   
ACCOUNT C (REGISTERED SEPARATE ACCOUNT)

 
By:
  /S/          *
    
ESFANDYAR E. DINSHAW
    Chairman of the Board
     
   MIDLAND NATIONAL LIFE
    
INSURANCE COMPANY (INSURANCE COMPANY)
     
 By:
   /S/         *
    
ESFANDYAR E. DINSHAW
    Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


 
Signatures
 
Title
 
/S/  *
President, Chairman of the Board of Directors & Chief Executive Officer
    ESFANDYAR E. DINSHAW
(Principal Executive Officer)
/S/  *
Vice President, Chief Financial Officer & Treasurer
    *DANIEL E. EDSEN
(Principal Financial & Accounting Officer)
/S/  *
Director
    * DARRON K. ASH
 
/S/ *Director
    JAMES RODERICK CLARK
 
/S/ *Director
    THOMAS J. CORCORAN
 
/S/ *Director
    SUSAN T. DEAKINS
 
/S/ *Director
     GEORGE A. FISK
 
/S/ *Director
    CARL M. HARRIS
 
/S/ *Director
    WILLIAM D. HEINZ
 
/S/ *Director
    WILLIAM L. LOWE
 
/S/ *Director
    GINA A. NORRIS
 
/S/ *Director
    ROBERT R. TEKOLSTE
 


*BY:
/s/ Brett Agnew
Date: July 18, 2025
 Brett Agnew 
 Attorney-in-Fact 
 
Pursuant to Power of Attorney
 





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