Form 485BPOS MEMBERS Life Insurance

Article

April 10, 2025 9:14 AM EDT

E-mail

As filed with the Securities and Exchange Commission on April 10, 2025

Registration No. 333-276341

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 1 [X]

(Check appropriate box or boxes.)

-----------------------------------

MEMBERS Life Insurance Company

(Name of Insurance Company)

2000 Heritage Way

Waverly, Iowa 50677

(Address of Insurance Company’s Principal Executive Offices) (Zip Code)

(319) 352-4090

(Insurance Company’s Telephone Number, including Area Code)

Britney Schnathorst, Esq.

MEMBERS Life Insurance Company

2000 Heritage Way

Waverly, Iowa 50677

(319) 352-4090

(Name and Address of Agent for Service)

--------------------------------------------

COPY TO:

Stephen E. Roth, Esq.

Thomas E. Bisset, Esq.

Eversheds Sutherland (US) LLP

700 Sixth Street, NW, Suite 700

Washington, DC 20001

(202) 383-0100

Approximate Date of Proposed Public Offering: As soon as possible after the effective date of this Registration Statement.

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

☐ Immediately upon filing pursuant to paragraph (b)

☒ On May 1, 2025 pursuant to paragraph (b)

☐ 60 days after filing pursuant to paragraph (a)(1)

☐ On May 1, 2025 pursuant to paragraph (a)(1) of Rule 485 under the Securities Act of 1933 (“Securities Act”).

If appropriate, check the following box:

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

Check each box that appropriately characterizes the Registrant:

☐ New Registrant (as applicable, a Registered Separate Account or Insurance Company that has not filed a Securities Act registration statement

or amendment thereto within 3 years preceding this filing)

☐ Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”))

☐ If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act

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

☐ Smaller reporting company (as defined by Rule 12b-2 under the Exchange Act)

Title of Securities Being Registered: MEMBERS® Zone Annuity

MEMBERS® Zone Annuity

Issued by:

MEMBERS Life Insurance Company

2000 Heritage Way

Waverly, Iowa 50677

Telephone number: 800-798-5500

Offered Through: CUNA Brokerage Services, Inc.

DATED MAY 1, 2025

This Prospectus describes the MEMBERS® Zone Annuity, an individual or joint owned, single premium deferred

index annuity contract issued by MEMBERS Life Insurance Company.

You may purchase the Contract with a single Purchase Payment of at least $5,000. We do not allow additional

Purchase Payments. The Contract is a complex investment and involves risks, including potential loss of

principal. Please keep this Prospectus for future reference. This Prospectus describes all material rights and

obligations of Owners, including all state variations, and provides important information you should know before

investing. 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. We no longer issue

new Contracts.

The Contract is designed primarily for individuals, corporations, financial institutions, trusts, and certain

retirement plans that qualify for special federal income tax treatment associated with annuity Contracts, as well

as those that do not qualify for such treatment. Under your Contract, you choose the duration of the Initial Index

Period, which can be 5, 6, 7 or 10 years. During the Initial Index Period, you may allocate your Contract Value

among two index-linked options (the "Risk Control Accounts") for accumulation and long-term investment

purposes. After the Initial Index Period, only the Secure Account will be available as an investment option. (For

Contracts issued in California, after the Initial Index Period, you must select either an Income Payment Option or

a lump sum payment of Contract Value. See Appendix B for this and other state variations.) We reserve the right

to add or substitute the Index for a Risk Control Account. Not all investment options may be available in all

markets where we offer the Contract. Additional information about each investment option is provided in

Appendix A.

We credit interest to the Risk Control Accounts at the end of each Contract Year based in part on the

performance of the S&P 500 Price Return Index (the “Index”) by comparing the change in the Index from each

Contract Anniversary (the first day of the Contract Year) to the last day of the Contract Year. When funds are

withdrawn from a Risk Control Account prior to the Contract Anniversary for a surrender or withdrawal, index

interest is calculated up to the date of withdrawal. It is possible that you will not earn any interest in a Risk

Control Account or that we may credit negative interest to the Growth Account.

Each Risk Control Account has two investment options, a Secure Account and a Growth Account, which

have different Floors and Caps. The Floors may provide protection by limiting the amount of negative

interest credited to you from negative Index performance, but the Caps may limit the amount of interest you

can earn from positive Index performance.

•The Floor is the maximum amount of negative Index interest that we will credit you at the end of a

Contract Year. Negative Index performance will reduce your Risk Control Account Value by up to

the amount of the Floor. The Secure Account provides the most protection from negative investment

performance. The Secure Account has a Floor of 0%, which means that negative Index

performance will not reduce your Risk Control Account Value. The Growth Account has a Floor of

-10%, which means that negative Index performance could reduce your Risk Control Account Value

by up to 10% each year. The Floor rate will not change during the life of your Contract. There is a

risk of loss of principal and previously credited interest with the Growth Account of up to 10%

(with a Floor of -10%) each Contract Year due to negative Index performance. The Floor does

not limit losses from the Surrender Charge, Market Value Adjustment, or taxes.

•The Cap is the maximum amount of positive Index interest that we will credit you at the end of a

Contract Year. Positive Index performance will increase your Risk Control Account Value by up to the

amount of the Cap. In return for accepting some risk of loss to your Risk Control Account Value

allocated to the Growth Account, the Cap for the Growth Account is higher than the Cap for the Secure

Account. This allows for the potential for greater increases to your Risk Control Account Value allocated

to the Growth Account. On the first Contract Anniversary and each subsequent Contract Anniversary, we

set the Cap, which we guarantee for the next Contract Year. The Cap will never be less than 1%. With

the Cap, you may receive only a portion of any positive Index performance.

The Contract is not a short-term investment and is not appropriate if you need ready access to cash.

Partial withdrawals or surrender of the Contract may result in Surrender Charges, a Market Value

Adjustment, and federal income taxes and a 10% additional tax.

•If you surrender your Contract or take a partial withdrawal during the Initial Index Period, you may pay a

Surrender Charge of up to 9% of the amount being withdrawn that exceeds the free annual withdrawal

amount.

•If you surrender your Contract or take a partial withdrawal during the Initial Index Period, we will apply a

Market Value Adjustment (“MVA”) (which may be positive or negative) to the amount being withdrawn

that exceeds the free annual withdrawal amount. A negative MVA may significantly decrease the

amount you receive upon surrender or partial withdrawal. Only the Contract Value remaining after

the withdrawal will be credited interest, positive or negative, in the future. During the Initial Index

Period, if you make withdrawals or surrenders exceeding the free annual withdrawal amount

(which is provided beginning in Contract Year 2), it is possible in extreme circumstances to lose

up to 90% of your principal and previously credited interest per year due to the MVA for Contract

Value allocated to the Secure Account, and up to 99% of your principal and previously credited

interest per year due to the MVA for Contract Value allocated to the Growth Account.

•If you surrender your Contract in Contract Year 1, you may pay a Surrender Charge of 9% and an MVA.

For Contract Year 1, there is no free annual withdrawal amount and we do not allow partial withdrawals,

with the exception to allow for requirements set forth by the Internal Revenue Code. Therefore, if you

surrender your Contract in Contract Year 1, it is possible in extreme circumstances to lose up to

100% of your principal and interest due to the MVA regardless of the Risk Control Account to

which you allocated Contract Value.

•Partial withdrawals and surrenders are subject to federal income taxes and may be subject to a 10%

additional tax if taken before age 59½.

•Although the Contract permits systematic withdrawals (including for Required Minimum Distributions

under the Internal Revenue Code) from the Risk Control Accounts before the end of the term, these

withdrawals may have an adverse effect on your values under the Contract. If you intend to make

ongoing withdrawals, you should consult a financial professional to determine whether the Contract is

appropriate for you.

The Contract is a security. It involves investment risk and other risks and may lose value. For additional

information on risks associated with the Contract, see “Principal Risks of Investing in the Contract” on Page 13.

The guarantees in this Contract are subject to the Company’s financial strength and claims-paying ability.

Additional information about certain investment products, including index-linked annuities, has been prepared by

the Securities and Exchange Commission’s staff and is available at investor.gov/.

The Contract or certain investment options may not be available in all states. This Prospectus does not

constitute an offer 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 not permitted. We do not authorize anyone to provide any information or

representations regarding the offering described in this Prospectus other than the information and

representations contained in this Prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of these securities

or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal

offense. The Contracts are not insured by the Federal Deposit Insurance Corporation or any other

government agency. They are not deposits or other obligations of any bank and are not bank

guaranteed. They are subject to investment risks and possible loss of principal and previously credited

interest.

TABLE OF CONTENTS


GLOSSARY ...............................................................................................................................................	1
OVERVIEW OF THE CONTRACT .........................................................................................................	4
Purpose ..................................................................................................................................................	4
Purchase and Contract Periods ..........................................................................................................	4
Investment Options ...............................................................................................................................	4
Withdrawal Options and Market Value Adjustment .........................................................................	6
Other Contract Features ......................................................................................................................	7
KEY INFORMATION ................................................................................................................................	8
FEE TABLE ................................................................................................................................................	12
PRINCIPAL RISKS OF INVESTING IN THE CONTRACT ................................................................	13
THE INSURANCE COMPANY AND SEPARATE ACCOUNT ..........................................................	16
MEMBERS Life Insurance Company ................................................................................................	16
The Risk Control Separate Account ...................................................................................................	17
GETTING STARTED - THE ACCUMULATION PERIOD ..................................................................	17
Purchasing a Contract ..........................................................................................................................	17
Tax-Free Section 1035 Exchanges ....................................................................................................	17
Owner .....................................................................................................................................................	18
Divorce ....................................................................................................................................................	18
Beneficiary .............................................................................................................................................	18
ALLOCATING YOUR PURCHASE PAYMENT ...................................................................................	18
Purchase Payment ...............................................................................................................................	18
Initial Index Period ................................................................................................................................	19
Investment Options ...............................................................................................................................	19
Reallocations - Automatic Rebalance Program ...............................................................................	20
RISK CONTROL ACCOUNT OPTION ..................................................................................................	20
Crediting Interest ...................................................................................................................................	20
The Index ...............................................................................................................................................	21
Limits on Index Losses and Gains .....................................................................................................	21
Index Annual Return Examples ..........................................................................................................	22
Bailout Provision ...................................................................................................................................	23
Investment Option and Index Changes .............................................................................................	23
CONTRACT VALUE .................................................................................................................................	24
CHARGES AND ADJUSTMENTS .........................................................................................................	27
Surrender Charge .................................................................................................................................	27
Market Value Adjustment (“MVA”) ......................................................................................................	29
Change of Annuitant Endorsement Charge ......................................................................................	30
Premium Taxes ......................................................................................................................................	30
Other Information ..................................................................................................................................	30
ACCESS TO YOUR MONEY ..................................................................................................................	30
Partial Withdrawals ...............................................................................................................................	30
Surrenders .............................................................................................................................................	31
Free Annual Withdrawal Amount ........................................................................................................	31
Partial Withdrawal and Surrender Restrictions ................................................................................	32
Right to Defer Payments ......................................................................................................................	32
BENEFITS AVAILABLE UNDER THE CONTRACT ..........................................................................	32


Death Benefit .........................................................................................................................................	32
Automatic Rebalance Program ...........................................................................................................	34
Systematic Withdrawals .......................................................................................................................	34
INCOME PAYMENTS – THE PAYOUT PERIOD ................................................................................	35
Payout Date ...........................................................................................................................................	35
Terms of Income Payments .................................................................................................................	35
Electing an Income Payment Option .................................................................................................	36
Income Payout Options ........................................................................................................................	36
FEDERAL INCOME TAX MATTERS ....................................................................................................	37
OTHER INFORMATION ...........................................................................................................................	42
Important Information about Indices ..................................................................................................	42
Distribution of the Contract ..................................................................................................................	44
Authority to Change ..............................................................................................................................	45
Incontestability .......................................................................................................................................	45
Misstatement of Age or Gender ..........................................................................................................	45
Conformity with Applicable Laws ........................................................................................................	45
Reports to Owners ...............................................................................................................................	45
Householding .........................................................................................................................................	45
Change of Address ...............................................................................................................................	46
Inquiries ..................................................................................................................................................	46
Legal Proceedings ................................................................................................................................	46
FINANCIAL STATEMENTS ....................................................................................................................	46


APPENDIX A: Investment Options Available Under the Contract.........................................				A-1
APPENDIX B: State Variations of Certain Features and Benefits..........................................				B-1

GLOSSARY

Accumulation Period – The Accumulation Period is the period of time that begins on the Contract Issue

Date and ends on the Payout Date, or the date the Contract is terminated if earlier.

Adjusted Index Value – The Initial Index Value adjusted for the Cap or Floor for the current Contract

Year.

Administrative Office – MEMBERS Life Insurance Company, 2000 Heritage Way, Waverly, Iowa 50677.

Phone: 1-800-798-5500.

Age – Age as of last birthday.

Annuitant (joint annuitant) – The natural person(s) whose life (or lives) determines the amount of

annuity payments under the Contract.

Automatic Rebalance Program – A program to automatically transfer values between the Risk Control

Accounts to achieve the balance of Contract Value equal to the allocation percentages you requested.

The Automatic Rebalance Program is only in effect during the Initial Index Period.

Bailout Provision – If the Cap for your Risk Control Account is set below the bailout rate prominently

displayed on your Data Page, the Bailout Provision allows you to make a withdrawal of some or all of the

Contract Value attributable to that Risk Control Account without a Surrender Charge or MVA during the

Initial Index Period.

Beneficiary – The person(s) (or entity) you named to receive proceeds payable due to the death of the

Owner. Before the Payout Date, if no Beneficiary survives the Owner, we will pay the Death Benefit

proceeds to the Owner’s estate.

Business Day – Any day both the Company and the New York Stock Exchange are open for business.

The Company will be closed on the following holidays: New Year's Day, Martin Luther King, Jr. Day,

Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. We are closed on

the day itself if those days fall Monday through Friday, the day immediately preceding if those days fall on

a Saturday, and the day immediately following if those days fall on a Sunday.

Cap – The maximum index interest rate that we may use to determine Credited Index Interest. We may

change this rate at the beginning of a Contract Year.

Closing Index Value – The closing value of the Index on a date on which we calculated Index Interest.

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

Contingent Owner – A contingent owner assumes control of the Contract and becomes the new Owner if

the original Owner(s) dies before the Annuitant.

Contract – The MEMBERS Zone Annuity, an individual or joint owned, single premium deferred annuity

contract issued by MEMBERS Life Insurance Company.

Contract Anniversary – The same day and month as the Contract Issue Date for each year the Contract

remains in force.

Contract Issue Date – The date from which Contract Years and Contract Anniversaries are determined.

The Contract Issue Date is shown on your Data Page.

Contract Value – The current value of your annuity as provided under this Contract during the

Accumulation Period.

Contract Year – Any twelve-month period beginning on the Contract Issue Date or Contract Anniversary

and ending one day before the next Contract Anniversary.

Credited Index Interest – The amount of Index Interest credited on each Contract Anniversary and at

time of partial withdrawal, surrender, death and annuitization. Credited Index Interest may be positive or

negative and will impact Contract Value.

Credited Index Interest Rate – The rate used to determine the index interest to be applied to Contract

Value.

Data Page – Pages attached to your Contract that describe certain terms applicable to your specific

Contract.

Death Benefit – The Contract Value adjusted for Credited Index Interest as of the date death benefits are

payable. We do not apply the Surrender Charge or MVA in determining the death benefit payable.

Floor – The minimum index interest rate that we may use to determine the Credited Index Interest.

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

Good Order – All necessary documents and forms that are complete and in our possession. To be in

“Good Order,” an instruction must be sufficiently clear so that we do not need to exercise any discretion to

follow such instructions and any payment amount must meet our minimum requirements to complete the

request. We reserve the right to change, from time to time, our requirements for what constitutes Good

Order and which documents, forms and payment amounts are required in order for us to complete your

request. We will provide you a written notice of any change in our requirements for what constitutes

“Good Order” at least 10 days in advance of such change.

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

Index – The S&P 500 Price Return Index or any substituted suitable alternative index.

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

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

Initial Index Period – The period beginning on the Contract Issue Date and ending on the Initial Index

Period Expiration Date specified on your Contract Data Page. Under your Contract, you choose the

duration of the Initial Index Period, which can be 5, 6, 7 or 10 years.

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

Market Value Adjustment (“MVA”) – An adjustment that we will make to the amount you receive if you

surrender the Contract or take a partial withdrawal during the Initial Index Period.

Non-Qualified Contract – An annuity contract that is independent of any formal retirement or pension

plan.

Owner – The person(s) (or entity) who owns the Contract and whose death determines the Death Benefit.

If there are multiple Owners, each Owner will be a joint Owner of the Contract and all references to

Owner will mean joint Owners. The Owner has all rights, title and interest in this Contract during the

Accumulation Period. The Owner may exercise all rights and options stated in this Contract, subject to the

rights of any irrevocable Beneficiary. The Owner is also referred to as “you” or “your.”

Payee – The person(s) (or entity) who receives income payments during the Payout Period while the

Annuitant is living. The Payee is the Owner, unless otherwise designated. A minor cannot be the Payee.

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

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

Purchase Payment – A single payment that we require to issue the Contract. We do not allow any

additional Purchase Payments under the Contract.

Qualified Contract – An annuity that is part of an individual retirement plan, pension plan or employer-

sponsored retirement program that is qualified for special tax treatment under the Internal Revenue Code.

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

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

Surrender Charge – The charge we assess when you surrender the Contract or make a partial

withdrawal of Contract Value during the Initial Index Period.

Surrender Value – The amount you are entitled to receive under this Contract, in the event this Contract

is terminated during the Accumulation Period.

Written Request – A request in writing and in a form satisfactory to us signed by the Owner and received

at our Administrative Office. A Written Request may also include a telephone or fax request for specific

transactions, if permitted under our current administrative procedures.

OVERVIEW OF THE CONTRACT

The following is a summary of the key features of the Contract. This summary does not include all of the

information you should consider before purchasing a Contract. You should carefully read the entire

Prospectus, which contains more detailed information concerning the Contract and the Company, before

making an investment decision.

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 Company is not

an investment adviser and does not provide any investment advice to you in connection with your

Contract.

Purpose

Your Contract is an individual or joint owned, single premium deferred annuity contract. The Contract is

designed primarily for individuals, corporations, financial institutions, trusts, and certain retirement plans

that qualify for special federal income tax treatment associated with annuity Contracts, as well as those

that do not qualify for such treatment. Your Contract can help you save for retirement because it can allow

your Contract Value to earn interest on a tax-deferred basis and you can later elect to receive retirement

income for life or a period of years. You generally will not pay taxes on your earnings until you withdraw

them.

The Contract is designed for long-term investors and is not intended for someone who needs ready

access to cash.

Purchase and Contract Periods

You may purchase the Contract with a single Purchase Payment of at least $5,000. You may not make

additional Purchase Payments.

There are two periods to your Contract: an Accumulation Period and a Payout Period.

Accumulation Period. The Accumulation Period begins on the Contract Issue Date and continues until

the Payout Date. During the Accumulation Period, you allocate your Purchase Payments and Contract

Value to the Risk Control Accounts, which are briefly described below. Additional information about

each investment option is provided in Appendix A.

Payout Period. The Payout Period begins on the Payout Date and continues while income payments are

paid. During the Payout Period, you can elect to receive income payments by applying Contract Value to

the income options offered in your Contract. When the Payout Period begins, you will no longer be able to

make withdrawals. The Death Benefit terminates when the Contract Value is applied to an Income Payout

Option.

Investment Options

You must specify the percentage of your Purchase Payment to be allocated to each investment option on

the Contract Issue Date. Your Purchase Payment and Contract Value will be allocated according to your

allocation instructions on file with us. The current investment options under the Contract are shown in the

tables below. Not all Allocation Options may be available in all markets where we offer the Contract. See

Appendix B for State Variations.


Investment Options During the Initial Index Period
Interest Term*	Index	Risk Control Account	Crediting Strategy**
1 Year	S&P 500	Secure Account	0% Floor, Cap
1 Year	S&P 500	Growth Account	-10% Floor, Cap


Investment Options after the Initial Index Period
Interest Term*	Index	Risk Control Account	Crediting Strategy**
1 Year	S&P 500	Secure Account	0% Floor, Cap

*The Interest Term is the period for which interest is calculated for an investment option.

**The Floor will not change during the life of your Contract. We set the Cap each year for the next

Contract Year. In return for accepting some risk of loss to your Risk Control Account Value

allocated to the Growth Account, the Cap for the Growth Account is higher than the Cap for the

Secure Account. The Cap will always be at least 1%.

The Initial Index Period and Reallocations. Under your Contract, you choose the duration of the Initial

Index Period. We offer Initial Index Periods with durations of 5, 6, 7 or 10 years.

Upon each Contract Anniversary, after Credited Index Interest has been applied, the Automatic

Rebalance Program will reallocate your Contract Value between the Risk Control Accounts based on your

most recent allocation instructions that we have on file or the allocation applied on the Contract Issue

Date if no additional allocation change requests have been made.

You may change your allocation of Contract Value between Risk Control Accounts once each Contract

Year during the Initial Index Period. Your request to change your allocation instructions must be received

at our Administrative Office at least two Business Days prior to your Contract Anniversary for the

instructions to be effective for that Contract Anniversary. If we do not receive your Written Request in time

for the next Contract Anniversary, your instructions will be effective the following Contract Anniversary.

As described below, withdrawals before the end of the Initial Index Period could significantly

reduce the values under the Contract and the amount you receive from any payments.

Risk Control Accounts. We credit interest to the Risk Control Accounts at the end of the Contract Year

based in part on the performance of the S&P 500 Price Return Index (the “Index”) by comparing the

change in the Index from each Contract Anniversary (the first day of the Contract Year) to the last day of

the Contract Year. When funds are withdrawn from a Risk Control Account prior to the Contract

Anniversary for a surrender or withdrawal, index interest is calculated up to the date of withdrawal. It is

possible that you will not earn any interest in a Risk Control Account or that we may credit

negative interest to the Growth Account.

The Index can go up or down based on the securities prices of the companies that comprise it.

The Index does not include dividends paid on the securities comprising it and therefore does not

reflect the full investment performance of the underlying securities. Because Index interest is

calculated at a single point in time (on each Contract Anniversary), you may experience negative or flat

performance even though the Index experienced gains through some, or most, of the Contract Year. You

could lose a significant amount of money if the Index declines in value.

Each Risk Control Account has two investment options, a Secure Account and a Growth Account,

which have different Floors and Caps. The Floors may provide protection by limiting the amount of

negative interest credited to you from negative Index performance, but the Caps may limit the

amount of interest you can earn from positive Index performance. Both Risk Control Accounts are

available as investment options during the Initial Index Period. After the Initial Index Period, only the

Secure Account will be available as an investment option under the Contract.

•The Floor is the maximum amount of negative Index interest that we will credit you each

Contract Year. The Floor will not change during the life of your Contract. Negative Index

performance will reduce your Risk Control Account Value by up to the amount of the Floor.

For example, if the reference Index performance is -25% and the Floor is -10%, we will credit

-10% in interest at the end of the Contract Year, meaning your Risk Control Account Value will

decrease by 10% due to negative Index performance. The Secure Account provides the most

protection from negative investment performance. The Secure Account has a Floor of 0%,

which means that negative Index performance will not reduce your Risk Control Account

Value. The Growth Account has a Floor of -10%, which means that negative Index

performance could reduce your Risk Control Account Value by up to 10% each year. It is

possible that you will not earn any interest in a Risk Control Account or that we may credit

negative interest to the Growth Account. There is a risk of loss of principal and previously

credited interest with the Growth Account of up to 10% (with a Floor of -10%) each

Contract Year due to negative Index performance. The Floor does not limit losses from the

Surrender Charge, MVA, or taxes.

•The Cap is the maximum amount of positive Index interest that we will credit you at the end of a

Contract Year. Positive Index performance will increase your Risk Control Account Value by up to

the amount of the Cap. For example, if the reference Index performance is 12% and the Cap is

4%, we will credit 4% in interest at the end of the Contract Year, meaning your Risk Control

Account Value will increase by 4% due to positive Index performance. In return for accepting

some risk of loss to your Risk Control Account Value allocated to the Growth Account, the Cap for

the Growth Account is higher than the Cap for the Secure Account. This allows for the potential

for greater increases to Risk Control Account Value allocated to the Growth Account. We may set

a new Cap prior to each Contract Anniversary for the next Contract Year and will send you written

notice at least fifteen days prior to the Contract Anniversary. The Cap minimum Cap is 1%. With

the Cap, you may receive only a portion of any positive Index performance.

Changes to Investment Options. The same Index will generally be used for each Risk Control Account

for the duration of the Contract Year. However, if the publication of an Index is discontinued, or calculation

of the Index is materially changed, we will substitute a suitable Index that will be used for the remainder of

the Contract Year and will notify you of the change in advance. If we substitute an Index, the performance

of the new Index may differ from the original Index, which may, in turn, affect the Index interest credited

and your Contract Value.

Withdrawal Options and Market Value Adjustment

This Contract may not be appropriate for you if you intend to take partial withdrawals (including

systematic withdrawals and Required Minimum Distributions) or surrender the Contract. However,

the Contract offers the following liquidity features during the Accumulation Period. See Access to Your

Money for more details.

•Free annual withdrawal amount – Beginning in Contract Year 2, each Contract Year you may

withdraw up to 10% of your Contract Value determined as of the beginning of the Contract Year

without incurring any Surrender Charge or MVA. In Contract Year 1, one time withdrawals will be

permitted only for purposes of meeting requirements set forth by the Internal Revenue Code. The

free annual withdrawal amount may be larger for certain Qualified Contracts to satisfy minimum

distribution requirements set forth in the Internal Revenue Code.

•Systematic Withdrawals - You may elect to receive payments, monthly, quarterly, semi-annually,

or annually, subject to the $100 minimum partial withdrawal amount and minimum Surrender

Value. Surrender Charges and an MVA may apply. Although the Contract permits systematic

withdrawals (including for Required Minimum Distributions under the Internal Revenue Code)

before the end of the term, these withdrawals may have an adverse effect on your values under

the Contract. If you intend to make ongoing withdrawals, you should consult a financial

professional to determine whether the Contract is appropriate for you.

•Partial withdrawals – You may take up to two withdrawals each Contract Year beginning in

Contract Year 2 to the beginning of the Payout Period. We do not allow withdrawals in Contract

Year 1, with the exception to allow for requirements set forth by the Internal Revenue Code.

Partial withdrawals in excess of the free annual withdrawal amount will be subject to a Surrender

Charge of up to 9% and an MVA.

•Full surrender – You may surrender your Contract at any time prior to beginning the Payout

Period. Upon full surrender, a Surrender Charge and MVA may apply.

Withdrawals will reduce the Death Benefit, perhaps by significantly more than the amount of the

withdrawal. Additionally, withdrawals from Risk Control Accounts during the Initial Index Period will be

subject to an MVA, which may be positive or negative and could result in the loss of principal and

previously credited interest. A negative MVA may significantly decrease the amount you receive upon

surrender or partial withdrawal. It is possible in extreme circumstances to lose up to 100% of your

principal and previously credited interest due to the MVA, regardless of the Risk Control Account

to which you allocated Contract Value. Withdrawals and surrenders may also be subject to a

Surrender Charge. Withdrawals and surrenders are subject to income taxes, and if taken before the

Owner is age 59½, a 10% additional tax may apply.

Other Contract Features

Death Benefit. The Contract provides a Death Benefit during the Accumulation Period equal to the

Contract Value adjusted for Credited Index Interest as of the date Death Benefits are payable. We do not

apply the Surrender Charge or MVA in determining the Death Benefit payable.

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

payments will start on the Payout Date and continue based on the option you elect.

Change of Annuitant Endorsement Charge. If you change the Annuitant within the first two Contract

Years, we reserve the right to assess a fee to offset the expenses incurred. This fee will not exceed $150

and will be assessed on a pro-rata basis proportional to your Contract Value in the Risk Control Accounts.

Bailout Provision. If the Cap for your Risk Control Account is set below the bailout rate for that Risk

Control Account specified on your Data Page, the Bailout Provision allows you to withdraw some or all of

the Contract Value attributable to that Risk Control Account during the 30-day period following a Contract

Anniversary without incurring any Surrender Charge or MVA. If the Cap for your Risk Control Account is

less than the bailout rate, we may, at our discretion, restrict transfers into that Risk Control Account. See

“Risk Control Account Option – Bailout Provision” for more details.

KEY INFORMATION


IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE MEMBERS ZONE ANNUITY
FEES, EXPENSES, AND ADJUSTMENTS		Location in Prospectus
Are There Charges or Adjustments for Early Withdrawals?	Yes. If you surrender your contract or take a withdrawal during the Initial Index Period, you may be assessed a Surrender Charge of up to 9% of the amount withdrawn in excess of the free annual withdrawal amount. For example, if you were to surrender your Contract during the first Contract Year (when there is no free annual withdrawal amount), you could pay a surrender charge of up to $9,000 on a $100,000 investment. Your loss will be greater if there is a negative MVA, income taxes, or an additional tax. If you surrender your Contract or take a withdrawal during the Initial Index Period, we will apply an MVA (which may be positive or negative) to the amount being withdrawn that is in excess of the free annual withdrawal amount. The MVA could result in the loss of your principal and previously credited interest, regardless of the investment option to which you allocated Contract Value. In extreme circumstances, such losses could be as high as 100% of your Contract Value allocated to a Risk Control Account.	Fee Table Charges and Adjustments
Are There Transaction Charges?	Yes. In addition to Surrender Charges and the MVA, if you change the Annuitant within the first two Contract Years, we reserve the right to assess a fee to offset the expenses incurred.	Fee Table Charges and Adjustments
Are There Ongoing Fees and Expenses?	Yes. There is an implicit ongoing fee on the Risk Control Accounts to the extent that the Cap limits your participation in Index gains. This means your returns may be lower than the Index's returns; however, in exchange for accepting limits on Index gains, you receive some protection from Index losses through the Floor. Please refer to your Data Page for information about the specific implicit fees you will pay each year based on the options you have elected.	Fee Table Charges and Adjustments


RISKS		Location in Prospectus
Is There a Risk of Loss from Poor Performance?	Yes. You can lose money by investing in the Contract, including loss of principal and previously credited interest, due to negative Index performance. There is a risk of loss of principal and previously credited interest with the Growth Account of up to 10% (with a Floor of -10%) each Contract Year due to negative Index performance.	Principal Risks of Investing in the Contract
Is this a Short-Term Investment?	No. The Contract is not a short-term investment and is not appropriate if you need ready access to cash. The benefits of tax deferral mean that the Contract is more beneficial if you have a long time horizon. Withdrawals and surrenders may be subject to a Surrender Charge, an MVA (which may be positive or negative), and federal and state income taxes, and, if taken before age 59½, a 10% additional tax. Withdrawals will also reduce the Death Benefit and Contract Values, perhaps by significantly more than the amount of the withdrawal. At least fifteen days prior to each Contract Anniversary, we will send a notice that describes your right to transfer Contract Value between the Secure Account and the Growth Account and your right to exercise the Bailout Provision, if applicable. The new investment options may have different terms than what was previously available. If we do not receive transfer instructions by authorized request at least two Business Days before the Contract Anniversary, we will apply the maturing Contract Value to the same investment option for the next Contract Year.	Principal Risks of Investing in the Contract Charges and Adjustments Federal Income Tax Matters
What Are the Risks Associated with Allocation Options?	An investment in the Contract is subject to the risk of poor investment performance and can vary depending on the performance of the investment options available under the Contract. Each Risk Control Account has its own unique risks. You should review the investment options carefully before making an investment decision. The Cap may limit positive Index returns. For example, if the Index performance is 12%, and the Cap is 4%, we will credit 4% in interest at the end of the Contract Year. The Floor will limit negative Index performance and thereby provide limited protection in the case of a market decline. For example, if the Index performance is -25% and the Floor is -10%, we will credit -10% at the end of the Contract Year. The Index is a "price return index," which means the Index performance does not include dividends paid on the securities comprising the Index. This will reduce Index performance and will cause the Index to underperform a direct investment in the underlying securities.	Principal Risks of Investing in the Contract Risk Control Account Option


What Are the Risks Related to the Insurance Company?	An investment in the Contract is subject to the risks related to the Company. Any obligations (including under the Risk Control Accounts), guarantees (such as the Death Benefit), or benefits are subject to the Company's claims-paying ability. More information about the Company, including its financial strength ratings, is available upon request by calling 1-800-798-5500.	Principal Risks of Investing in the Contract
RESTRICTIONS		Location in Prospectus
Are There Restrictions on the Allocation Options?	Yes, as described below there are restrictions on certain features of allocations, transfers, withdrawals, and investment option features. Not all Allocation Options may be available in all markets where we offer the Contract.
	Allocations. After the Initial Index Period, only the Secure Account will be available as an investment option under the Contract. The Growth Account is not available after the Initial Index Period. We reserve the right, at our discretion, to restrict allocations into the Risk Control Account if the Cap for your Risk Control Account is less than the rate specified in the Bailout Provision (as shown on your Data Page).	Allocating Your Purchase Payment
	Changes to Investment Options and Features. We may set a new Cap Rate for a subsequent Contract Year. We will notify you of any new rates at least two weeks before the end of the current Contract Year. We reserve the right to add, substitute, or eliminate Indices and investment options as described in this Prospectus. If there is a delay between the date we remove the Index and the date we add a substitute Index, your Risk Control Account Value will be based on the value of the Index on the date the Index ceased to be available, which means market changes during the delay will not be used to calculate the index interest.	Risk Control Account Option
	Withdrawals. Beginning in Contract Year 2, you may take up to two withdrawals each Contract Year. We do not allow withdrawals in Contract Year 1, with the exception to allow for requirements set forth by the Internal Revenue Code.	Access to Your Money
Are There any Restrictions on Contract Benefits?	Yes. Systematic Withdrawals may be taken on a monthly, quarterly, semi-annual, or annual basis. The withdrawals must be at least $100 each. There are additional limitations on the amounts that you may request and the timing for requesting and terminating Systematic Withdrawals. The MVA and Surrender Charge may apply.	Benefits Available under the Contract


TAXES		Location in Prospectus
What Are the Contract's Tax Implications?	You should consult with a tax professional to determine the tax implications of the Contract. There is no additional tax benefit if you purchase the Contract through a qualified retirement plan or individual retirement account (IRA). Withdrawals from the Contract are subject to ordinary income tax, and may be subject to a 10% additional tax if taken before age 59½.	Federal Income Tax Matters
CONFLICTS OF INTEREST		Location in Prospectus
How Are Investment Professionals Compensated?	Some investment professionals (also referred to as "financial professionals" in this prospectus) may receive compensation for selling the Contract to you in the form of commissions or other compensation. These other forms of compensation may include cash bonuses, insurance benefits and financing arrangements. Non-cash benefits may include conferences, seminars and trips (including travel, lodging and meals in connection therewith), entertainment, merchandise and other similar items. The Company may also pay asset-based commissions (sometimes called trail commissions) in addition to Purchase Payment-based commissions. Investment professionals may also receive other payments from us for services that do not directly involve the sale of the Contracts, including personnel recruitment and training, production of promotional literature and similar services. As a result of these compensation arrangements, investment professionals may have a financial incentive to offer or recommend the Contract over another investment. You should ask your investment professional for additional information about the compensation he or she receives in connection with your purchase of the Contract.	Other Information – Distribution of the Contract
Should I Exchange My Contract?	You should only exchange your contract if you determine, after comparing the features, fees, and risks of both contracts, and any fees or penalties to terminate your existing contract, that it is better for you to purchase the new contract rather than continue to own your existing contract. Some investment professionals may have a financial incentive to offer you a new contract in place of the one you already own.	Getting Started - The Accumulation Period - Tax Free 1035 Exchanges

FEE TABLE

The following tables describe the fees, expenses, and adjustments that you will pay when buying,

owning, and surrendering or making withdrawals from an Allocation Option or from the Contract.

Please refer to your Data Page for information about the specific fees you will pay each year

based on the options you have elected.

The first table describes the fees and expenses that you will pay at the time you buy the Contract,

surrender or make withdrawals from an Allocation Option or from the Contract, transfer Contract

Value between Allocation Options, or request special services. State premium taxes may also be

deducted.


Transaction Expenses	Charge
Maximum Surrender Charge (as a percentage of Contract Value surrendered or withdrawn)(1)	9%
Change of Annuitant Fee(2)	$150

(1)We deduct a Surrender Charge from each withdrawal and surrender that exceeds the free annual withdrawal amount during

the Initial Index Period. We do not assess a Surrender Charge on certain withdrawals and surrenders, such as under the

Nursing Home or Hospital Waiver or Terminal Illness Waiver.

(2)If you change the Annuitant within the first two Contract Years, we reserve the right to assess a fee to offset the expenses

incurred. This fee will not exceed $150 and will be assessed on a pro-rata basis proportional to your Contract Value in the Risk

Control Accounts.

The next table describes the adjustments, in addition to any transaction expenses, that apply if all

or a portion of the Contract Value is removed from an Allocation Option or from the Contract prior

to the end of an Interest Term.


Adjustments	Charge
MVA Maximum Potential Loss (as a percentage of Contract Value withdrawn or surrendered)(1)	100%

(1)During the Initial Index Period, if you surrender or withdraw your Contract Value, we will apply an MVA (which may be positive

or negative) to the amount being withdrawn that is in excess of the free annual withdrawal amount. The MVA increases or

decreases the amount you receive from a partial withdrawal or surrender of value. There is no free annual withdrawal amount

for Contract Year 1. We do not allow partial withdrawals in Contract Year 1, with the exception to allow for requirements set

forth by the Internal Revenue Code. If you surrender your Contract in Contract Year 1, it is possible in extreme circumstances

to lose up to 100% of your principal and interest due to the MVA regardless of the Risk Control Account to which you allocated

Contract Value. During the Initial Index Period, if you make withdrawals or surrenders exceeding the Free Annual Withdrawal

Amount which begins in Contract Year 2, it is possible in extreme circumstances to lose up to 90% of your principal and

previously credited interest per year due to the MVA for Contract Value allocated to the Secure Account, and up to 99% of your

principal and previously credited interest per year due to the MVA for Contract Value allocated to the Growth Account.

In addition to the fees described above, the Cap limits the amount you can earn with respect to

each Risk Control Account. This means your returns may be lower than the Index’s returns. In

return for accepting this limit on Index gains, you will receive some protection from Index losses.

PRINCIPAL RISKS OF INVESTING IN THE CONTRACT

Your Contract has various risks associated with it. We list these risk factors below, as well as other

important information you should know before purchasing a Contract.

Risk of Loss. An investment in the Contract is subject to the risk of loss. You could lose your investment,

including principal and previously credited interest.

Market Risk. The historical performance of the Index should not be taken as an indication of the future

performance of the Index. Index performance will be influenced by complex and interrelated economic,

financial, regulatory, geographic, judicial, political and other factors that can affect the capital markets

generally, and by various circumstances that can influence the performance of securities in a particular

market segment. Generally, each investment option has broad risks that apply to all indices, such as

market risk, as well as specific risks of investing in particular types of securities.

Index-Linked Option Market Risk. You assume the investment risk that no Index interest will be credited

and therefore positive Index performance will not increase your Risk Control Account Value. You also bear

the risk that sustained declines in the relevant Index may cause Index performance to not increase your

Risk Control Account Value for a prolonged period.

The S&P 500 Index is comprised of equity securities issued by large-capitalization U.S. companies. In

general, 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.

If you invest in a Risk Control Account and the Index declines, it may or may not reduce your Risk Control

Account Value, depending on the Risk Control Account to which you allocated your Contract Value.

•If you allocate to the Growth Account, you assume the risk of a negative Index Return up to the

Floor. For example, with a 10% Floor, your Risk Control Account Value could decline up to 10%

each Contract Year due to negative Index performance.

•The Floor describes the level of investment loss that can be experienced in one Contract Year,

but losses over multiple Contract Years could result in a loss of previously credited interest and a

loss of principal.

•The Floor does not limit losses to the Risk Control Accounts from the Surrender Charge, MVA,

federal income taxes, or additional taxes, which could result in a loss of previously credited

interest or principal even if performance has been positive.

Liquidity, Withdrawal, and Flex Transfer Risk. We designed your Contract to be a long-term

investment that you may use to help save for retirement. Your Contract is not designed to be a short-term

savings vehicle. The Contract may not be appropriate for investors who plan to take withdrawals or

surrender the Contract in the short-term.

If you make withdrawals (including systematic withdrawals) or surrender your Contract, the Surrender

Charge, MVA, and federal income taxes could significantly reduce the values under the Contract and the

amount you receive from any payments, which may also be subject to additional taxes.

•Surrender Charge Risk. If you take a withdrawal or surrender your Contract during the Initial

Index Period, you may pay a Surrender Charge of up to 9% of the amount withdrawn that is in

excess of the free annual withdrawal amount.

•MVA Risk. If you take a withdrawal or surrender your Contract during the Initial Index Period, we

will apply an MVA. Particularly in an increasing interest rate environment, the MVA could

significantly decrease the amount you receive from a withdrawal or surrender.

•Future Returns Risk. Only the Contract Value remaining after the withdrawal will be credited

interest, positive or negative, at the end of the Contract Year.

•Tax Risks. Federal Income taxes apply to any withdrawal or surrender. A 10% additional tax may

also apply if taken before the Owner is age 59½. You should consult your tax advisor before

taking a withdrawal or surrendering the Contract

•Valuation Risk. The withdrawn or surrendered value is calculated at the end of the Business Day

that we receive your request in good order. This means that you will not be able to determine your

Risk Control Account Value before requesting a withdrawal or surrender, and the resulting value

may be higher or lower than it was at the time of your request.

Other Index-Linked Option Risks. In addition to the risk of loss from negative Index performance, there

are other risks of investing in a Risk Control Account.

You assume the risk that the Cap can be reduced to as little as 1%. As a result, if the Index performance

is greater than the applicable Cap, the Index interest that you receive will be lower than the return you

would have received on an investment in a mutual fund or exchange-traded fund designed to track the

performance of the selected reference Index.

You have no ownership rights in the underlying securities comprising the Index. Purchasing the Contract

is not equivalent to investing in the underlying securities comprising the Indices. As the Owner of the

Contract, you will not have any ownership interest or rights in the underlying securities comprising the

Index, such as voting rights, dividend payments, or other distributions.

The Index is a "price return index," which means the Index performance does not include dividends paid

on the securities comprising the Index. This will reduce Index performance and will cause the Index to

underperform a direct investment in the underlying securities.

Because the Index interest is calculated at a single point in time, you may experience a negative or flat

return even if the Index has experienced gains through some, or most, of the Contract Year.

Risk That We May Eliminate an investment option or Eliminate or Substitute an Index. There is no

guarantee that any investment option or Index will be available during the entire time you own your

Contract. We may discontinue an investment option or Index effective as of the end of a Contract Year, or

in the case of certain Index changes, discontinue an Index and substitute a new Index for an investment

option before the end of a Contract Year. The Floor for an investment option will not change during the life

of your Contract unless the investment option is discontinued. You assume the risk that the investment

options are discontinued and the only option remaining is a Floor of 0%.

The performance of the new Index may differ from the original Index. If there is a delay between the date

we remove the Index and the date we add a substitute Index, your Risk Control Account Value will be

based on the value of the Index on the date the Index ceased to be available, which means market

changes during the delay will not be used to calculate the Index Return.

An Index or investment option change may negatively affect interest credited and your resulting Contract

Value, as well as how you want to allocate Contract Value between available investment options. If we

eliminate an investment option or eliminate or substitute an Index, and you do not wish to allocate your

Contract Value to the Risk Control Accounts available under the Contract, you may surrender your

Contract, but you may be subject to a Surrender Charge and MVA, which may result in a loss of principal

and credited interest. Surrenders are subject to federal income taxes, and may be subject to a 10%

additional tax if taken before age 59½.

Insurance Company Risk. Our General Account assets support the guarantees under the Contract and

are subject to the claims of our creditors. As such, the guarantees under the Contract are subject to our

financial strength and claims-paying ability, and therefore, to the risk that we may default on those

guarantees. You should look solely to our financial strength and claims-paying ability in meeting the

guarantees under the Contract. More information about the Company, including its financial strength

ratings, is available upon request by calling 1-800-798-5500.

Business Disruption and Cyber-Security Risks. We rely heavily on interconnected computer systems

and digital data to conduct our variable and index-linked product business activities. Because our variable

and index-linked product business is highly dependent upon the effective operation of our computer

systems and those of our business partners, our business is vulnerable to disruptions from utility outages,

and susceptible to operational and information security risks 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 or

denial of service, attacks on websites and other operational disruption and unauthorized release of

confidential Owner information. Such systems failures and cyber-attacks affecting us, CUNA Brokerage

Services, Inc. ("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 processing of orders, impact our ability to calculate Contract Value, cause the release and

possible destruction of confidential customer or business information, impede order processing, subject

us and/or CBSI, and intermediaries to regulatory fines and financial losses and/or cause reputational

damage. Cyber-security risks may also impact the issuers of securities that comprise the Index, which

may cause the reference Indices to lose value. The risk of cyber-attacks may be higher during periods of

geopolitical turmoil (such as the Russian invasion of Ukraine and the responses by the United States and

other governments). Due to the increasing sophistication of cyber-attacks, a cybersecurity breach could

occur and persist for an extended period of time without detection.

The preventative actions we take to reduce the frequency and severity of cybersecurity incidents and

protect our computer systems may be insufficient to prevent a cybersecurity breach from impacting our

operations or your Contract Value. There can be no assurance that we, CBSI, or intermediaries will avoid

losses affecting your Contract due to cyber-attacks or information security breaches in the future.

In addition, we are exposed to risks related to natural and man-made disasters and catastrophes, such as

storms, fires, floods, earthquakes, epidemics, pandemics, malicious acts, and terrorist acts, which could

adversely affect our ability to conduct business. A natural or man-made disaster or catastrophe, including

a pandemic (such as the coronavirus COVID-19), could affect the ability, or willingness, of our workforce

and employees of service providers and third-party administrators to perform their job responsibilities.

Even if our workforce and employees of our service providers and third-party administrators were able to

work remotely, those remote work arrangements could result in our business operations being less

efficient than under normal circumstances and lead to delays in our issuing Contracts and processing of

other Contract-related transactions, including orders from Owners. Catastrophic events may negatively

affect 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 negative impacts. These events may also impact the issuers of

securities that comprise the Index, which may cause the reference Indices to lose value. There can be no

assurance that we or our service providers will avoid losses affecting your Contract due to a natural

disaster or catastrophe.

THE INSURANCE COMPANY AND SEPARATE ACCOUNT

MEMBERS Life Insurance Company

The name of the Company is MEMBERS Life Insurance Company. You may write us at 2000 Heritage

Way, Waverly, Iowa 50677 9202, or call us at 1-800-798-5500. The Company is responsible for all

guarantees provided under the Contract, including our obligations under the Risk Control Account options,

the Death Benefit, and the Income Payout Options. Our General Account assets support these

guarantees. The assets of our General Account are subject to our general liabilities from business

operations and the claims of our creditors. Accordingly, any obligations, guarantees or benefits are

subject to our financial strength and claims-paying ability. You may obtain information on our financial

condition by reviewing our financial statements. You may also call 1-800-798-5500 for more information

about us, including our financial strength ratings.

We are a wholly-owned direct subsidiary of CMFG Life Insurance Company (“CMFG Life”). We were

formed by CMFG Life on February 27, 1976, as a stock life insurance company under the laws of the

State of Wisconsin. The Company’s name was changed to its current name on January 1, 1993. We re-

domiciled from Wisconsin to Iowa on May 3, 2007. Currently, we have no employees. The Company

issues Index-linked and variable annuity contracts, which account for all the new product sales of the

Company. The Company also services previously existing blocks of annuities and individual and group life

policies.

CMFG Life is a stock insurance company organized on May 20, 1935 and domiciled in Iowa. CMFG Life

is one of the world’s largest direct underwriters of credit life and disability insurance, and is a major

provider of qualified pension products to credit unions. CMFG Life and its affiliates currently offer deferred

and immediate annuities, individual term and permanent life insurance, and accident and health

insurance. In 2012, CMFG Life was reorganized as a wholly-owned subsidiary of TruStage Financial

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.

CMFG Life provides significant services required to conduct our operations. Under a Cost Sharing,

Procurement, Disbursement, Billing and Collection Agreement, CMFG Life performs certain administrative

functions related to procurement, disbursement, billing and collection and services, agent licensing,

payment of commissions, actuarial services, annuity policy issuance and service, accounting and financial

compliance, market conduct, general and informational services and marketing, and provides certain

resources and personnel to us. We share office space with CMFG Life in Madison, Wisconsin and

Waverly, Iowa. Expenses associated with the facilities are allocated to us through the Amended and

Restated Expense Sharing Agreement that we entered into with CMFG Life on January 1, 2015.

We rely on the exemption from the reporting requirements of Section 15(d) of the Securities Exchange Act

of 1934, as amended (the “1934 Act”), provided by Rule 12h-7 under the 1934 Act with respect to

registered non-variable insurance contracts (such as index-linked investment options) that we issue.

The Risk Control Separate Account

The non-registered Separate Account in which we hold reserves for our guarantees attributable to annuity

contracts that offer risk control accounts is referred to as the Risk Control Separate Account. The assets

in the Risk Control Separate Account are equal to the reserves and other liabilities of the contracts

supported by the Risk Control Separate Account and are not chargeable with liabilities arising out of any

other business that we conduct. We have the right to transfer to our General Account any assets of the

Risk Control Separate Account that are in excess of such reserves and other Contract liabilities. Our

General Account assets are also available to meet the guarantees under the Contract, including the

Risk Control Separate Account, as well as our other general obligations. The guarantees in this

Contract are subject to the Company’s financial strength and claims-paying ability.

GETTING STARTED - THE ACCUMULATION PERIOD

The Prospectus describes all material rights, benefits and obligations under the Contract. Please review

Appendix B and your Contract for any variations from standard Contract provisions that may apply to your

Contract based on the state in which your Contract was issued. Your financial professional can provide

you with more information about those state variations.

Purchasing a Contract

We offer the Contract to individuals, certain retirement plans, and other entities. To purchase a Contract,

you and the Annuitant must be no older than age 85. We no longer issue new Contracts.

IMPORTANT: You may use the Contract with certain tax qualified retirement plans (“IRAs”). The

Contract includes attributes such as tax deferral on accumulated earnings. Qualified retirement

plans provide their own tax deferral benefit; the purchase of this Contract 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 other features such as Credited Index Interest that is

locked-in each Contract Year, and other non-tax related benefits. Please consult a tax adviser for

information specific to your circumstances to determine whether the Contract is an appropriate

investment for you.

If mandated by applicable law, including Federal laws designed to counter terrorism and prevent money

laundering, we may be required to provide additional information about you or your Contract to

government regulators. 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 appropriate government regulator.

Tax-Free Section 1035 Exchanges

You can generally exchange one annuity contract for another in a “tax-free exchange” under Section 1035

of the Internal Revenue Code. Before making an exchange, you should compare both contracts carefully.

Remember that if you exchange another contract for the one described in this Prospectus, you might

have to pay a Surrender Charge or negative market value adjustment on the existing contract. If the

exchange does not qualify for Section 1035 tax treatment, you may have to pay federal income tax, and a

possible additional tax on your old contract. There will be a new surrender charge period for this Contract

and other charges may be higher (or lower) and the benefits may be different. There may be delays in our

processing of the exchange. You should not exchange another contract for this one unless you determine,

after knowing all the facts, that the exchange is in your best interest. In general, the person selling you

this Contract will earn a commission from us.

Owner

Owner means the owner named in the application or any successor if ownership has been assigned. The

Owner names the Annuitant or Joint Annuitants. All rights may be exercised by the Owner subject to the

rights of any other Owner and any irrevocably named Beneficiary. Assignment of the Contract by the

Owner is not permitted unless the state in which the Contract is issued requires us to provide the Owner

the right to assign the Contract, as identified in Appendix B. In that case, the Owner must provide us with

advance Written Notice of the assignment, and the assignment is subject to our approval, unless those

requirements are inconsistent with the law of the state in which the Contract is issued.

Any change in Owner is subject to our acceptance and we reserve the right to refuse such change on a

non-discriminatory basis.

If an Owner who is a natural person dies during the Annuitant's lifetime, the Beneficiary is entitled to the

Death Benefit. The Death Benefit becomes payable at the death of the Owner (if there are Joint Owners,

the Death Benefit will become payable after the first Joint Owner dies). If an Owner is not a natural person

and the Annuitant dies before the Payout Date, the Death Benefit will be payable to the Beneficiary. If you

have any questions concerning the criteria you should use when choosing Annuitants under the Contract,

consult your registered representative.

Divorce

In the event of divorce, the former spouse must provide a copy of the divorce decree to us. The terms of

the decree/order must identify the Contract and specify how the Contract Value should be allocated

among the former spouses.

Beneficiary

You name a Beneficiary when you apply for the Contract. At any time before the Payout Date, you may

change the Beneficiary by a Written Request sent to us, or you may name one or more Beneficiaries. A

change of Beneficiary will take effect on the date the Written Request was signed. If there are multiple

Owners, each Owner must sign the Written Request. In addition, any irrevocable Beneficiary must sign

the Written Request. Any change is subject to payment or other actions we took before we received the

request to change the Beneficiary at our Administrative Office.

Before the Payout Date, if no Beneficiary survives the Owner, we will pay the Death Benefit proceeds to

the Owner’s estate (if Joint Owners, the surviving Owner will receive the Death Benefit proceeds). Use

care when naming Beneficiaries. If you have any questions concerning the criteria you should use when

choosing Beneficiaries, consult your registered representative.

ALLOCATING YOUR PURCHASE PAYMENT

Purchase Payment

The minimum initial Purchase Payment for a Non-Qualified or Qualified Contract is $5,000. Our approval

is required for a Purchase Payment of $1,000,000 or more. We do not allow any payments under the

Contract after the initial Purchase Payment. We no longer issue new Contracts.

Initial Index Period

Under your Contract, you choose the duration of the Initial Index Period, which can be 5, 6, 7 or 10 years.

The Surrender Charge and MVA apply during the Initial Index Period. When choosing your Initial Index

Period, you should carefully consider the length of time you would be subject to the Surrender

Charge and MVA.

An Initial Index Period should be chosen based on an Owner’s specific investment, liquidity and

retirement planning needs. For example, if you would like the potential to earn the highest positive

Credited Index Interest under the Contract for as long as possible and do not foresee the need to make

withdrawals from the Contract, you may want to consider the 10-Year Initial Index Period and allocate

Contract Value to the Growth Account. In general, the Cap for either the Secure Account or the Growth

Account increases with the duration of the Initial Index Period. In addition, in general, the Cap for the

Growth Account will exceed the Index Interest Rate Cap for the Secure Account for the same Initial Index

Period. Also, it is important to keep in mind that the Growth Account is only available during the Initial

Index Period.

Conversely, if you would like the potential to earn positive Credited Index Interest but also want to

preserve your Contract Value and foresee the need to make withdrawals in six or more years, you may

want to consider the 5-Year Initial Index Period and allocate Contract Value to the Secure Account.

Investment Options

You must specify the percentage of your Purchase Payment to be allocated to each Risk Control Account

on the Contract Issue Date. The amount you direct to a particular Risk Control Account must be in whole

percentages from 1% to 100% of the Purchase Payment and your total allocation must equal 100% of the

Purchase Payment. You may allocate your Purchase Payment to either or both Risk Control Accounts.

Not all Allocation Options may be available in all markets where we offer the Contract. See Appendix B for

State Variations.


Investment Options During the Initial Index Period
Interest Term*	Index	Risk Control Account	Crediting Strategy**
1 Year	S&P 500	Secure Account	0% Floor, Cap
1 Year	S&P 500	Growth Account	-10% Floor, Cap


Investment Options after the Initial Index Period
Interest Term*	Index	Risk Control Account	Crediting Strategy**
1 Year	S&P 500	Secure Account	0% Floor, Cap

*We credit interest to the Risk Control Accounts at the end of each Contract Year based in part on

the performance of the Index by comparing the change in the Index from each Contract

Anniversary (the first day of the Contract Year) to the last day of the Contract Year, subject to the

applicable Floor and Cap.

**The Floor will not change during the life of your Contract. We set the Cap each year for the next

Contract Year. In return for accepting some risk of loss to your Risk Control Account Value

allocated to the Growth Account, the Cap for the Growth Account is higher than the Cap for the

Secure Account. The Cap will always be at least 1%.

Reallocations - Automatic Rebalance Program

Each Contract Anniversary during the Initial Index Period, we will automatically rebalance your Contract

Value among the Risk Control Accounts based on your most recent allocation instructions that we have

on file, or the allocation applied on the Contract Issue Date if you have not made any additional allocation

change requests. This means, for example, that if your allocation instructions require that 50% of your

Contract Value be allocated to the Secure Account and 50% of your Contract Value be allocated to the

Growth Account, we will transfer your Contract Values between those Accounts on the Contract

Anniversary so that 50% of your Contract Value has been allocated to both the Secure Account and

Growth Account following the transfer.

You may change your allocation of Contract Value between the Risk Control Accounts once each Contract

Year. Any new allocation change request will supersede any prior allocation change requests you made.

There are no limits on the number of requests that you can make. However, your latest instructions will

take effect on the next Contract Anniversary. Your request must be received at our Administrative Office at

least two Business Days prior to your Contract Anniversary for the new instructions to be effective for that

Contract Anniversary. If we do not receive your Written Request in time for the next Contract Anniversary,

your instructions will be effective on the following Contract Anniversary.

Please note that at any time the Cap for your Risk Control Account is less than the bailout rate specified

on your Data Page, we may, at our discretion, restrict transfers into that Risk Control Account and may not

reallocate your Contract Value between Risk Control Accounts under the Automatic Rebalance Program.

(See “Risk Control Account Option – Bailout Provision” for more details.)

RISK CONTROL ACCOUNT OPTION

You may allocate your Purchase Payment to one or both of the two Risk Control Accounts we make

available. The portion of the Contract Value allocated to a Risk Control Account becomes part of the Risk

Control Account Value. Information about the features of each currently offered Risk Control Account,

including its name, a brief statement describing the assets that the Index seeks to track, its crediting

period, its Floor, and its Cap, are set forth in Appendix A.

Crediting Interest

With respect to the portion of your Contract Value allocated to a Risk Control account, we will apply

Credited Index Interest at the end of each Contract Year based in part on the investment performance of

the Index by comparing the change in the Index from each Contract Anniversary (the first day of the

Contract Year) to the last day of the Contract Year, subject to the interest rate calculation methodology,

Cap, and Floor. When funds are withdrawn from a Risk Control Account prior to the Contract Anniversary

for a partial withdrawal, surrender, annuitization, or death of the Owner, we will calculate and apply

Credited Index Interest up to the date of withdrawal. For examples illustrating how we credit interest to the

Risk Control Accounts, see "Contract Value."

It is possible that you will not earn any interest in a Risk Control Account or that we may credit

negative interest to the Growth Account. There is a risk of loss of principal and previously

credited interest with the Growth Account of up to 10% (with a Floor of -10%) each Contract Year

due to negative Index performance.

Your Contract Value must remain in a Risk Control Account for the entire Initial Index Period to

avoid the imposition of Surrender Charges and an MVA. Although you may reallocate among

investment options each year, withdrawals and surrenders during the Initial Index Period may be

subject to an MVA and Surrender Charge. Therefore, this Contract may not be appropriate for you

if you plan to take withdrawals or surrender your Contract during the Initial Index Period.

The Index

The Index can go up or down based on the prices of the underlying securities that comprise the Index.

We currently offer one reference Index, the S&P 500 Price Return Index, which is a stock market index

based on the market capitalizations of 500 leading companies publicly traded in the U.S. stock market, as

determined by Standard & Poor’s.

An investment in a Risk Control Account is not an investment in the Index or in any Index fund. The

performance of the Index does not include dividends paid on the securities comprising the Index, and

therefore, the performance of the Index does not reflect the full performance of those underlying

securities. This will reduce Index performance and will cause the Index to underperform a direct

investment in the underlying securities.

The Index Return is determined on each Contract Anniversary and is measured over the Contract Year.

Because Index interest is calculated on a single point in time you may experience negative or flat

performance even though the Index experienced gains through some, or most, of the Contract Year.

Limits on Index Losses and Gains

Each Risk Control Account has two investment options, a Secure Account and a Growth Account, which

have different Floors and Caps. During the life of your Contract, an investment option with a Floor of 0%

will always be available. These features may provide protection by limiting the amount of negative interest

credited to you for negative Index performance, but they also may limit the amount you can earn from

positive Index performance.

The Floor is the maximum amount of negative Index interest that we will credit you at the end of a

Contract Year. Negative Index performance will reduce your Risk Control Account Value by up to the

amount of the Floor. For example, if the reference Index performance is -25% and the Floor is -10%, we

will credit -10% in interest at the end of the Contract Year, meaning your Risk Control Account Value will

decrease by 10% due to negative Index performance. The Secure Account has a Floor of 0% and the

Growth Account has a Floor of -10%. This rate will not change during the life of your Contract. For the

Secure Account, this means that any negative investment performance of the Index would not reduce

your Risk Control Account Value; and for the Growth Account, this means that any negative investment

performance of the Index would not reduce your Risk Control Account Value at the end of a Contract Year

by more than 10% even if such negative investment performance is worse than -10%. However, the Floor

does not limit losses from the Surrender Charge, MVA, or taxes.

The Cap is the maximum amount of positive Index interest that we will credit you at the end of a Contract

Year. Positive Index performance will increase your Risk Control Account Value by up to the amount of the

Cap. For example, if the reference Index performance is 12% and the Cap is 4%, we will credit 4% in

interest at the end of the Contract Year, meaning your Risk Control Account Value will increase by 4% due

to positive Index performance. In return for accepting some risk of loss to your Contract Value allocated to

the Growth Account, the Cap declared for the Growth Account will be higher than the Cap declared for the

Secure Account for the same period, which allows the potential for greater increases to your Risk Control

Value allocated to the Growth Account.

We may set a new Cap prior to each Risk Control Account Anniversary for the subsequent Contract Year

and will send you written notice at least fifteen days prior to the Contract Anniversary. The minimum Cap

is 1%. The current Cap being offered for new Contract Years of the available Risk Control Account

Options can be located at the following publicly accessible website: https://www.trustage.com/zone-

annuity-rates. The rates posted on that website address are incorporated by reference into this

prospectus.

We consider various factors in determining the Caps and Floors, including investment returns available at

the time that we issue the Contract, the costs of our risk management techniques, sales commissions,

administrative expenses, regulatory and tax requirements, general economic trends, and competitive

factors. We determine the Cap and the Floor at our sole discretion. Before selecting a Risk Control

Account for investment, you should consider whether the Cap is acceptable to you in return for the

protection from negative returns provided by the Floor and whether the Floor is consistent with your risk

tolerance and investment.

We will forward advance written notice to you of the Cap at least fifteen days prior to the start of that

Contract Year. The notice will also describe your right to transfer Contract Value between the Secure

Account and the Growth Account and your right to exercise the Bailout Provision, if applicable.

Index Annual Return Examples

The bar chart shown below provides the annual returns for the Index for the last 10 calendar

years, as well as the Index returns for the Index after applying a hypothetical 5% Cap and a

hypothetical -10% Floor. The chart illustrates the variability of the returns from year to year and

show how hypothetical limits on Index gains and losses may affect these returns. Past

performance is not necessarily an indication of future performance.

The performance below is NOT the performance of any Risk Control Account. Your performance

under the Contract will differ, perhaps significantly. The performance below may reflect a different

return calculation, time period, and limit on Index gains and losses than the Risk Control

Accounts, and does not reflect Contract fees and charges, including surrender charges and the

MVA, which reduce performance.

*The Index is a “price return” index, not a “total return” index, and therefore the performance of the Index does not reflect dividends

declared by any of the companies included in the Index, reducing the Index return. As a result, the Index will underperform a direct

investment in the securities composing the Index.

Bailout Provision

We will set a bailout rate for each Risk Control Account. The Secure Account option will have a bailout

rate and there will be a separate bailout rate for the Growth Account option. The bailout rates will be

prominently displayed on your Data Page and will not change during the Initial Index Period. The Bailout

Provision allows you to make a withdrawal of the Contract Value attributable to a Risk Control Account

without incurring any Surrender Charge and without the application of any MVA. Specifically, if the Cap for

your Risk Control Account is set below the bailout rate for that Risk Control Account, the Bailout Provision

allows you to make a withdrawal of some or all of the Contract Value attributable to that Risk Control

Account during the Initial Index Period without incurring any Surrender Charge and without the application

of any MVA during the 30-day period following the Contract Anniversary. We must receive your Written

Request for a withdrawal of Contract Value under the Bailout Provision in Good Order during the 30-day

period following the Contract Anniversary. With respect to such withdrawal, your Contract Value will be

reduced by the amount of the withdrawal. At any time the Cap for your Risk Control Account is less than

the bailout rate specified on your Data Page, we may, at our discretion, restrict transfer into that Risk

Control Account.

Withdrawals taken under the Bailout Provision may have tax consequences. The tax treatment of a

withdrawal under the Bailout Provision depends on whether the Contract is a Non-Qualified Contract or a

Qualified Contract. Generally, for a withdrawal from a Non-Qualified Contract, the amount received will be

treated as ordinary income subject to tax up to an amount equal to the excess (if any) of the Contract

Value immediately before the distribution over the Owner’s investment in the Contract. If the Contract is a

Qualified Contract, a portion of the withdrawal is taxable as ordinary income, based on the ratio of the

“investment in the contract” to the individual’s total account balance or accrued benefit under the

retirement plan. If taken prior to age 59½, a withdrawal from either a Non-Qualified or a Qualified Contract

may be subject to a 10% additional tax. See discussion of “Withdrawals” and “Additional Tax on Certain

Withdrawals” under “Federal Income Tax Matters.”

Investment Option and Index Changes

We may offer additional investment options or discontinue an investment option at our discretion as of the

end of the Contract Year. There is no guarantee that an investment option or Index will be available during

the entire time you own your Contract. We reserve the right to add or substitute an Index. If we

substitute the Index, the performance of the new Index may differ from the original Index. This, in

turn, may affect the Index interest you earn. If there is a delay between the date we remove the

Index and the date we add a substitute Index, your Risk Control Account Value will be based on

the value of the Index on the date the Index ceased to be available, which means market changes

during the delay will not be used to calculate the Index interest.

There is no guarantee that the Index will be available during the entire time you own your Contract. If: (i)

the Index is discontinued, or (ii) the calculation of an Index is changed substantially, we may substitute a

suitable similar broad based U.S. stock market index for the original Index. Examples of such material

changes to the Index include, without limitation: a contractual dispute between us and the Index provider,

changes that make it impractical or too expensive to purchase derivatives to hedge the Index, or changes

that result in significantly different Contract Values or performance. If we substitute an index, the

performance of the new Index may differ from the original Index. This, in turn, may affect the Credited

Index Interest you earn. We will not substitute an index until that index has been approved by the

insurance department in your state. The selection criteria for a suitable alternative Index includes the

following:

•A sufficiently large market in exchange traded and/or over-the-counter options, futures and similar

derivative instruments based on the index to allow the company to hedge Credited Index Interest

Rates;

•The Index should be recognized as a broad based index that tracks the U.S. stock market if it is

replacing an index such as the S&P 500 Index; and

•The publisher of the index must allow the Company to use the index in contract and other

materials for a reasonable fee.

If we remove an Index, we will attempt to add a suitable alternative index that is substantially similar to the

Index being replaced on the same day that we remove the Index. To determine the Index Return, we will

add (1) the percentage change in the Index from the beginning of the Contract Year to the date on which

the Index became unavailable; and (2) the percentage change for the substitute Index from the date of

substitution until the next Contract Anniversary.

If we are unable to substitute a new Index at the same time an Index ceases to be available, there may be

a brief interval between the date on which we remove the Index and add a substitute index. In this

situation, your Contract Value will continue to be allocated to the Risk Control Accounts. However, during

the interim period, your Contract Value will be based on the percentage change in the Index from the

beginning of the Contract Year to the date on which the Index became unavailable under the Contract,

which means market changes during the delay will not be used to calculate your Risk Control Account

Value.

Please note that we may add or substitute an Index associated with the Risk Control Accounts by sending

you written notice at your last known address stating the effective date on which the Index will be added

or substituted. We will send you the notice in the annual report unless earlier written notice is necessary.

CONTRACT VALUE

On the Contract Issue Date, your Contract Value equals the Purchase Payment. After the Contract Issue

Date, during the Accumulation Period, your Contract Value will equal the sum of the Risk Control Account

Values.

The Risk Control Account Value for each Risk Control Account is equal to:

•Your Risk Control Account Value as of the last Contract Anniversary; plus

•Any Credited Index Interest applied to Risk Control Account Value during the current Contract

Year; minus

•Gross Withdrawals from your Risk Control Account Value (the sum of all partial withdrawals taken

since the last Contract Anniversary, which includes all Surrender Charges and adjusted for any

MVA).

Your Risk Control Account Value as of the last Contract Anniversary equals your Risk Control Account

Value at the beginning of the current Contract Year.

Interest Rate Calculation Methodology. Each Risk Control Account uses an annual point-to-point

interest rate calculation methodology to determine the amount of Credited Index Interest. Under the

annual point-to-point method, the Credited Index Interest, if any, is measured by comparing the Initial

Index Value (the Index value on the Contract Anniversary, which is the first day of the Contract Year) to

the value on last day of the current Contract Year. Credited Index Interest is subject to a Cap, which is the

maximum rate that we will use in the calculation of Credited Index Interest; and a Floor, which is the

minimum interest rate that we will use in the calculation of Credited Index Interest.

Use of an annual point-to-point interest rate calculation methodology results in Index Interest being

calculated at a single point in time. As a result, you may experience negative or flat performance even

though the Index experienced gains through some, or most, of the Index Period.

Credited Index Interest. We calculate Credited Index Interest based on two factors: the Credited Index

Interest Rate and your Risk Control Account Value. We calculate Credited Index Interest on each Contract

Anniversary and at the time of partial withdrawal, surrender, death and annuitization. Credited Index

Interest equals the Credited Index Interest Rate multiplied by your Risk Control Account Value as of the

last Contract Anniversary.

The Credited Index Interest Rate for a Risk Control Account equals:

(A/B) – 1 where:

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

B = the later of the Adjusted Index Value as of the last partial withdrawal taken in the current

Contract Year. If no partial withdrawals have been taken in the current Contract Year, this

will be equal to the Initial Index Value.

You can find the Credited Index Interest applied to your Contract Value on the annual statement

that we will forward to you following your Contract Anniversary. You may also find the Credited

Index Interest that has accrued to your Contract Value prior to a Contract Anniversary by calling

the Customer Service Center toll-free telephone number (800.798.5500) or by viewing online at

www.trustage.com/annuity.

Adjusted Index Value. The Adjusted Index Value depends on the Closing Index Value (or the last

Adjusted Index Value in the case where one or more partial withdrawals are made in a Contract Year).

The Adjusted Index Value is calculated each time Credited Index Interest is calculated. This can be as

frequently as daily and occurs on each Contract Anniversary or on any date when a partial withdrawal,

surrender, Death Benefit or annuitization is processed. Closing Index Value for a day on which we

calculate Index Interest is the closing value of the Index on that date. If the closing value of the Index is

not published on that date, we will use the closing value of the Index from the next day on which the

closing value of the Index is published. If you made no partial withdrawals during a Contract Year, we

would calculate the Adjusted Index Value as follows:

•If the Closing Index Value is greater than the Initial Index Value multiplied by (1 + Cap), then the

Adjusted Index Value will equal the Initial Index Value multiplied by (1 + Cap).

•If the Closing Index Value is less than the Initial Index Value multiplied by (1 + Index Interest

Floor), then the Adjusted Index Value will equal the Initial Index Value multiplied by (1 + Floor).

•If the Closing Index Value is less than the Initial Index Value multiplied by (1 + Cap) but more than

the Initial Index Value multiplied by (1 + Floor), then the Adjusted Index Value will equal the

Closing Index Value.

For example, assume the following:

•Initial Index Value = 1,000

•Cap = 15%

•Floor = -10%

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

•Scenario 1: Closing Index Value = 1,200

o1,200 is greater than 1,150 (1,000 x (1 + 0.15)) so the Adjusted Index Value is equal to

1,150.

•Scenario 2: Closing Index Value = 850

o850 is less than 900 (1,000 x (1 – 0.10)) so the Adjusted Index Value is equal to 900.

•Scenario 3: Closing Index Value = 1,100

o1,100 is less than 1,150 (1,000 x (1 + 0.15)) and greater than 900 (1,000 x (1 – 0.10)) so

the Adjusted Index Value is equal to 1,100.

The Adjusted Index Value will never exceed the Initial Index Value multiplied by (1 + Cap) and will never

be lower than the Initial Index Value multiplied by (1 + Floor).

The following three examples illustrate how we credit Index Interest to the Secure and Growth Accounts

based on different levels of index performance. No withdrawals are assumed to occur under these

examples.

Example 1:This example illustrates the calculation of Credited Index Interest when Index

performance is greater than the Cap and the Floor.


Assume the following information:
	Prior Contract Anniversary:
	Initial Index Value:		1,000

	Secure Account Value:		$75,000
		Floor:	0.00%
	Cap:		4.00%

	Growth Account Value:		$25,000
		Floor:	-10.00%
		Cap:	14.00%
	-----------------------------------------------------------
	Contract Anniversary:
	Closing Index Value:		1,200

The return on the Index is equal to the Closing Index Value divided by the Initial Index Value minus 1. In

this example, the return on the Index is 20% [(1.200/1.000)-1]. This is greater than the Cap and above the

Floor for both the Secure and Growth Accounts. Thus, Index Interest for both Accounts is set at the cap

level. Contract Value allocated to the Secure Account is credited with 4% Index Interest and Contract

Value allocated to the Growth Account is credited with 14% Index Interest.

Example 2:This example illustrates the calculation of Credited Index Interest when Index

performance is less than the Cap and greater than the Floor.


Assume the following information:
	Prior Contract Anniversary:
	Initial Index Value:		1,000

	Secure Account Value:		$75,000
		Floor:	0.00%
		Cap:	4.00%

	Growth Account Value:		$25,000
		Floor:	-10.00%
		Cap:	14.00%


-------------------------------------------------------------
	Contract Anniversary:
	Closing Index Value:	1,030

The return on the Index is equal to the Closing Index Value divided by the Initial Index Value minus 1. In

this example, the return on the Index is 3% [(1.030/1.000)-1]. This is below the Cap and above the Floor

for both the Secure and Growth Accounts. Thus, Index Interest for both accounts is equal to the return on

the Index. Contract Value allocated to the Secure Account is credited with 3% Index Interest and Contract

Value allocated to the Growth Account is credited with 3% Index Interest.

Example 3:This example illustrates the calculation of Credited Index Interest when Index

performance is less than the Floor.


Assume the following information:
	Prior Contract Anniversary:
	Initial Index Value:		1,000

	Secure Account Value:		$75,000
		Floor:	0.00%
		Cap:	4.00%

	Growth Account Value:		$25,000
		Floor:	-10.00%
		Cap:	14.00%
	-----------------------------------------------------------
	Contract Anniversary:
	Closing Index Value:		800

The return on the Index is equal to the Closing Index Value divided by the Initial Index Value minus 1. In

this example, the return on the Index is -20% [(800/1.000)-1]. This is below the Floor for both the Secure

and Growth Accounts. Thus, Index Interest for both Accounts is equal to the Index interest Rate Floor for

each Risk Control Account. Contract Value allocated to the Secure Account is credited with 0% Index

Interest and Contract Value allocated to the Growth Account is credited with -10% Index Interest. This

results in negative Credited Index Interest of -$2,500 being applied to the Contract Value in the Growth

Account and thus is a decline in the Contract Value allocated to the Growth Account of $2,500. No

Credited Index Interest would be applied to Contract Value in the Secure Account and thus the Contract

Value in the Secure Account remains unchanged.

CHARGES AND ADJUSTMENTS

Surrender Charge

During the Initial Index Period, we deduct a Surrender Charge from each withdrawal or surrender that

exceeds the free annual withdrawal amount. The Surrender Charge schedule depends upon the length of

the Initial Index Period you choose, and is expressed as a percentage of the amount withdrawn in excess

of the free annual withdrawal amount as shown below.


If You Choose the 5-Year Period:		If You Choose the 6-Year Period:		If You Choose the 7-Year Period:		If You Choose the 10-Year Period:
1	9%	1	9%	1	9%	1	9%
2	9%	2	9%	2	9%	2	9%
3	8%	3	8%	3	8%	3	8%
4	7%	4	7%	4	7%	4	7%
5	6%	5	6%	5	6%	5	6%
6+	0%	6	5%	6	5%	6	5%
		7+	0%	7	4%	7	4%
				8+	0%	8	3%
						9	2%
						10	1%
						11+	0%

We will deduct the Surrender Charge from your withdrawal proceeds. We will deduct the Surrender

Charge before we apply any MVA to your withdrawal proceeds. For an example of how we calculate the

Surrender Charge, see the Statement of Additional Information.

We will not assess the Surrender Charge on:

•free annual withdrawal amounts;

•Death Benefit proceeds;

•partial withdrawals that qualify for the Nursing Home or Hospital waiver or terminal illness

waiver, described below;

•withdrawals under the Bailout Provision;

•partial withdrawals taken as required minimum distributions under the Internal Revenue Code

that are withdrawn under a systematic withdrawal program we provide;

•partial withdrawals or a surrender after the Initial Index Period; and

•income payments during the Payout Period.

We will waive the Surrender Charge and MVA in the case of a partial withdrawal or surrender where the

Owner or Annuitant qualifies for the Nursing Home or Hospital waiver or terminal illness waiver, as

described below. Before granting the waiver, we may request a second opinion or examination of the

Owner or Annuitant by one of our examiners. We will bear the cost of such second opinion or

examination. You may exercise this waiver only once during the time you own the Contract.

•Nursing Home or Hospital Waiver. We will not deduct a Surrender Charge or apply an MVA in the

case of a partial withdrawal or surrender where any Owner or Annuitant is confined to a licensed

Nursing Home or Hospital, and has been confined to such Nursing Home or Hospital for at least

180 consecutive days after the latter of the Contract Issue Date or the date of change of Owner or

Annuitant. We may require verification of confinement to the Nursing Home or Hospital.The

conditions that must be met are that: the confinement in a Nursing Home or Hospital is

recommended by a Physician who is duly licensed by the state to treat the injury or sickness

causing the confinement and who is not an employee of the Nursing Home or Hospital where any

Annuitant or Owner is confined; and an additional free annual withdrawal amount request,

accompanied by written proof of confinement and the Physician’s recommendation, is received by

us no later than 90 days following the date that the qualifying confinement has ended.

•Terminal Illness Waiver. We will not deduct a Surrender Charge or apply an MVA in the case of a

partial withdrawal or surrender where any Owner or Annuitant is diagnosed with a terminal illness

and has a life expectancy of 12 months or less. As proof, we may require a determination of the

terminal illness. Such determination must be signed by the physician making the determination

after the latter of Contract Issue Date or the date of change of the Owner or Annuitant. The

physician may not be a member of your or the Annuitant’s immediate family.

The laws of your state may limit the availability of the Surrender Charge waivers and may also change

certain terms and/or benefits under the waivers. You should consult Appendix B for further details on

these variations. Also, even if you do not pay 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.

Surrender Charges offset promotion, distribution expenses, and investment risks borne by the Company.

To the extent Surrender Charges are insufficient to cover these risks and expenses, the Company will pay

for the costs that it incurs from its General Account.

Market Value Adjustment (“MVA”)

The MVA is a positive or negative adjustment that may be made to the amount you receive if you

surrender the Contract or take a partial withdrawal in excess of the free annual withdrawal amount during

the Initial Index Period. In general, if interest rate levels have increased at the time of surrender or partial

withdrawal over their levels at the time we issued the Contract, the MVA will be negative. Conversely, in

general, if interest rate levels have decreased at the time of surrender or partial withdrawal over their

levels at the time we issued the Contract, the MVA will be positive.

Purpose of the MVA. The MVA helps protect us from market losses related to changes in the value of the

fixed income investments and other investments we use to back the guarantees under your Contract from

the time we issue your Contract to the time of a surrender or partial withdrawal if we have to sell those

investments early to pay the surrender or partial withdrawal.

Application and Waiver. For each Risk Control Account, we will calculate the MVA as of the date we

receive your Written Request for surrender or partial withdrawal in Good Order at our Administrative

Office. If the MVA is positive, we will increase your Surrender Value or amount you receive from a partial

withdrawal by the amount of the positive MVA. If the MVA is negative, we will decrease the Surrender

Value or amount you receive from a partial withdrawal by the amount of the negative MVA.

We will not apply an MVA to:

1.free annual withdrawal amounts;

2.Death Benefit proceeds;

3.partial withdrawals that qualify for the Nursing Home or Hospital waiver or terminal illness waiver,

described in this Prospectus;

4.withdrawals under the Bailout Provision;

5.partial withdrawals taken as required minimum distributions under the Internal Revenue Code that

are withdrawn under a systematic withdrawal program we provide;

6.partial withdrawals or a surrender after the Initial Index Period;

7.allocation of Contract Value to an Income Payment Option; and

8.income payments during the Payout Period.

MVA Calculation. The MVA reflects in part the difference between the effective yield of the Constant

Maturity Treasury rate, a rate representing the average yield of various Treasury securities, on the

Contract Issue Date for a duration equal to the Initial Index Period and the effective yield of the Constant

Maturity Treasury rate for a duration equal to the remaining length of the Initial Index Period at the time of

surrender or ICE BofAML Index 1-10 Year U.S. Corporate Constrained Index, Asset Swap Spread (the

"ICE BofAML Index"), a rate representative of investment grade corporate debt credit spreads in the U.S.,

on the Contract Issue Date and the effective yield of the ICE BofAML Index at the time of surrender or

partial withdrawal. The greater the difference in those effective yields, respectively, the greater the effect

the MVA will have. We will increase the amount you will be paid from a partial withdrawal by the amount of

any positive MVA, and in the case of a surrender of the Contract, we will increase your Surrender Value

by the amount of any positive MVA. Conversely, we will decrease the amount you will be paid from a

partial withdrawal by the amount of any negative MVA, and in the case of a surrender of the Contract, we

will decrease your Surrender Value by the amount of any negative MVA.

For information about the MVA Formula and examples of how we calculate the MVA, see the Statement of

Additional Information.

Change of Annuitant Endorsement Charge

If you change the Annuitant within the first two Contract Years, we reserve the right to assess a fee to

offset the expenses incurred. This fee will not exceed $150 and will be assessed on a pro-rata basis

proportional to your Contract Value in the Risk Control Accounts.

Premium Taxes

Charges designed to approximate certain taxes that may be imposed on us, such as premium taxes in

your state, may also apply. However, premium taxes are not currently charged to Contract holders. State

premium taxes currently range from 0% to 3.5% of Purchase Payments.

Other Information

We assume investment risks and costs in providing the guarantees under the Contract. These investment

risks include the risks we assume in providing the Floors to the Index Interest credited to the Risk Control

Accounts, the surrender rights available under the Contract, the Death Benefit and the income benefits.

We must provide the rates and benefits set forth in your Contract regardless of how our General Account

investments that support the guarantees we provide perform. To help manage our investment risks, we

engage in certain risk management techniques. There are costs associated with those risk management

techniques. You do not directly pay the costs associated with our risk management techniques. However,

we take those costs into account when we set rates and guarantees under your Contract.

ACCESS TO YOUR MONEY

Partial Withdrawals

At any time after the first Contract Anniversary and before the Payout Date you may make two partial

withdrawals each Contract Year. To make a partial withdrawal, you must submit a Written Request in

Good Order to our Administrative Office. The written consent of all Owners and irrevocable Beneficiaries

must be obtained before we will process the partial withdrawal. Your partial withdrawal request must

specify the amount that is to be withdrawn either as a total dollar amount or as a percentage of Contract

Value. If a Written Request in Good Order is received by 3:00 Central Standard Time, it will be processed

that day. If a Written Request in Good Order is received after 3:00 Central Standard Time, it will be

processed on the next Business Day. We will take the partial withdrawal pro-rata from your Contract Value

in the Risk Control Accounts based on your Contract Value as of the date we received your Written

Request in Good Order at our Administrative Office.

If a partial withdrawal would cause your Surrender Value to be less than $2,000, we will treat your request

for partial withdrawal as a request for full surrender of your Contract.

The Contract may not be appropriate for investors who plan to take withdrawals or surrender the

Contract. Partial withdrawals taken during the Initial Index Period may be subject to Surrender

Charges and an MVA. Partial withdrawals will be subject to income tax and, if taken before age

59½, a 10% additional tax may apply. You should consult your tax adviser before taking a partial

withdrawal.

Systematic Withdrawals

Our systematic withdrawal program is an administrative program designed for you to take recurring

automatic withdrawals at the frequency you select. You can receive payments, monthly, quarterly, semi-

annually, or annually, subject to the $100 minimum partial withdrawal amount and minimum Surrender

Value described in this section. Although the Contract permits systematic withdrawals (including for

Required Minimum Distributions under the Internal Revenue Code) from the Risk Control Accounts before

the end of the term, these withdrawals may have an adverse effect on your values under the Contract. If

you intend to make ongoing withdrawals, you should consult a financial professional to determine whether

the Contract is appropriate for you. See "Benefits Available Under the Contract - Systematic Withdrawals."

Surrenders

At any time before the Payout Date and before the death of the Owner, you may surrender your Contract

for the Surrender Value. If a Written Request in Good Order is received by 3:00 Central Standard Time, it

will be processed that day. If a Written Request in Good Order is received after 3:00 Central Standard

Time, it will be processed on the next Business Day.

To surrender your Contract, you must make a Written Request in Good Order to our Administrative Office.

The consent of all Owners and irrevocable Beneficiaries must be obtained before the Contract is

surrendered.

Surrender Charges and a MVA may apply to your Contract surrender. A surrender will be subject to

income tax and, if taken before age 59½, a 10% additional tax may apply. You should consult a tax

adviser before requesting a surrender.

If you surrender the Contract, you will receive the Surrender Value. The Surrender Value is equal to your

Contract Value, less any Surrender Charges, and adjusted for any MVA.

Free Annual Withdrawal Amount

There is no free annual withdrawal amount for Contract Year 1. We do not allow partial withdrawals in

Contract Year 1, with the exception to allow for requirements set forth by the Internal Revenue Code. After

the first Contract Anniversary, we provide a free annual withdrawal amount each year during the Initial

Index Period. As long as the partial withdrawals you take during a Contract Year do not exceed the free

annual withdrawal amount, we will not assess a Surrender Charge or apply an MVA. The free annual

withdrawal amount is deducted from the Contract Value before calculating Surrender Charges or the MVA

in the event of a full surrender or a partial withdrawal.

The free annual withdrawal amount for a Contract Year equals 10% of your Contract Value calculated as

of the start of the Contract Year. If you make a partial withdrawal of less than the free annual amount, the

remaining free annual withdrawal amount will be applied to any subsequent partial withdrawal which

occurs during the same Contract Year. Any remaining free annual withdrawal amount will not carry over to

a subsequent Contract Year. Partial annuitization will count toward the free annual withdrawal amount.

Partial Withdrawal and Surrender Restrictions

Your right to make partial withdrawals and surrender the Contract is subject to any restrictions imposed by

any applicable law or employee benefit plan.

Right to Defer Payments

We may defer payments we make under this Contract for up to six months if the insurance regulatory

authority of the state in which we issued the Contract approves such deferral. We will apply credit fixed

rate of interest to the deferred payments, if required by state law.

BENEFITS AVAILABLE UNDER THE CONTRACT

The following table summarizes information about the benefits available under the Contract.


Benefit	Purpose	Standard or Optional	Maximum Fee	Brief Description of Restrictions and Limitations
Death Benefit	Provides a Death Benefit if the Owner dies during the Accumulation Period	Standard	No Charge	Withdrawals may reduce the Death Benefit by more than the amount of the withdrawal.
Automatic Rebalance Program	Returns your Contract Values to the Allocation Levels on file with us through a rebalancing schedule.	Standard	No Charge	There is a set schedule of when rebalancing occurs at various levels of the Contract.
Systematic Withdrawals	Provide payments on a schedule as set up by you.	Optional	No Charge	Withdrawals may be subject to an MVA and Surrender Charge.

Death Benefit

Death of the Owner during the Accumulation Period. If the Owner dies before the Payout Date (if

there are joint Owners, the Death Benefit will become payable after the first joint Owner dies), a Death

Benefit will become payable to the Beneficiary. We will pay the Death Benefit after we receive the

following at our Administrative Office in a form and manner satisfactory to us:

•Due Proof of Death of the Owner while the Contract is in force (proof of death may consist of a

certified copy of the death record, a certified copy of a court decree reciting a finding of death,

or other similar proof satisfactory to us.;

•our claim form from each Beneficiary, properly completed; and

•any other documents we require.

The Death Benefit will equal your Contract Value adjusted for the application of any Credited Index

Interest on the date we receive Due Proof of Death. If we receive Due Proof of Death by 3:00 Central

Standard Time, we will determine the amount of the Death Benefit as of that day. If we receive Due Proof

of Death after 3:00 Central Standard Time, we will determine the amount of the Death Benefit as of the

next Business Day.

No Surrender Charges or MVA will apply to the Death Benefit.

NOTE: In the event of the death of the Contract Owner during or after the Initial Index Period, Index

Interest will be calculated for the period from the Contract Anniversary until the day we receive Due Proof

of Death. The Floor and Index Interest Rate Cap will be used in calculating the Index Interest. If a

Contract Anniversary occurs after death and during the period we are waiting to receive Due Proof of

Death, the proceeds will remain in the Index Interest Accounts and credited with Index Interest (subject to

applicable caps and floors) up to the date we receive Due Proof of Death.

Within 60 days after we receive Due Proof of Death, the Beneficiary must elect the payment method for

the Death Benefit. Those options are described below. We will pay the Death Benefit in a manner that

complies with the requirements of Section 72(s) or 401(a)(9) of the Internal Revenue Code, as applicable.

If a payment option is not elected within 60 days following receipt of Due Proof of Death, the proceeds will

be paid in a single lump sum payment.

Death of Annuitant While the Owner is Living

If the Annuitant dies during the Accumulation Period while the Owner is living and no joint Annuitant has

been named, the Owner will become the Annuitant, until and unless we receive notice. If there are joint

Annuitants, when an Annuitant dies, the surviving joint Annuitant will become the sole Annuitant.

If the Owner is not a natural person and any Annuitant dies before the Payout Date, the Death Benefit will

be payable to the Beneficiary.

Death Benefit Payment Options

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

•Spouses – If the sole Beneficiary is the surviving spouse of the deceased Owner, then he or

she may choose to continue the Contract and become the new Owner. At the death of the

surviving spouse, this provision may not be used again, even if that surviving spouse

remarries. In that case, the rules for non-spouses will apply. A surviving spouse may also

elect to receive the Death Benefit proceeds in a lump sum, apply the proceeds to an Income

Payment Option, or receive the Death Benefit proceeds within five years of the date of the

Owner’s death.

•Non-Spouses – If the Beneficiary is not the surviving spouse of the deceased Owner, then

this Contract cannot be continued. Instead, upon the death of any Owner, the Beneficiary

must choose one of the following:

•Receive the Death Benefit in one lump sum following our receipt of Due Proof of Death;

•Receive the Death Benefit (if the Beneficiary is a natural person) pursuant to one of the

Income Payment Options. Payments under an Income Payment Option must begin within

1 year of the Owner’s death and must not extend beyond a period certain equal to the

Beneficiary’s life expectancy; or

•Receive the Death Benefit within five years of the date of the Owner’s death.

Upon receipt of Due Proof of Death, the Beneficiary must instruct us how to treat the proceeds subject to

the distribution rules discussed above. Other minimum distribution rules apply to Qualified Contracts.

Other minimum distribution rules apply to Qualified Contracts.

Death of Owner or Annuitant After the Payout Date

If an Annuitant dies during the Payout Period, remaining income payments, if any, will be distributed as

provided by the Income Payment Option in effect.

If an Owner dies after the start of income payout, any remaining income payments will be distributed at

least as rapidly as provided by the Income Payment Option in effect.

Abandoned Property Requirements. Every state has unclaimed property laws which generally declare

annuity contracts to be abandoned after a period of inactivity of three to 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 claim the Death Benefit in a timely manner, the Death Benefit will be paid to the abandoned

property division or unclaimed property office 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) if your Beneficiary steps forward to

claim it with the proper documentation. The distribution of annuity contracts to the state abandoned

property division is subject to tax information reporting, federal income tax withholding and state income

tax withholding, where applicable. To prevent such escheatment, it is important that you update your

Beneficiary designations, including addresses, if and as they change. To make such changes, please

Automatic Rebalance Program

Upon each Contract Anniversary, after Credited Index Interest has been applied, the Automatic

Rebalance Program will reallocate your Contract Value between the Risk Control Accounts based on your

most recent allocation instructions that we have on file, or the allocation applied on the Contract Issue

Date if you have not made any additional allocation change requests. See Allocating Your Purchase

Payment.

Systematic Withdrawals

Reoccurring withdrawals are referred to as systematic withdrawals. If elected at the time of the application

or requested at any other time by Authorized Request in Good Order, you may elect to receive periodic

partial 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 be requested on the following

basis:

•Total systematic withdrawals for the calendar year equal to your annual Required Minimum

Distribution; or

•As a specified dollar amount

No Surrender Charge or MVA will be deducted for Required Minimum Distribution systematic

withdrawals. All other systematic withdrawals could significantly reduce the Contract Value due to

Surrender Charge, and MVA. The Contract may not be appropriate for investors who plan to take

systematic withdrawals under the Contract.

Unless you instruct us otherwise, systematic withdrawals will be taken proportionally from the Contract

Value in each Allocation Option.

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

•The Surrender Value falls below the minimum required value of $2,000;

•The contract is surrendered;

•You request by Authorized Request in Good Order that your participation in the plan cease; or

•The Income Payout Date is reached.

Like all withdrawals, systematic withdrawals will reduce the Death Benefit on a proportional basis,

perhaps by more than the amount of the withdrawal, as well as the values under the Contract.

There are federal income tax consequences to partial withdrawals through the systematic withdrawal plan

and you should consult with your tax adviser before electing to participate in the plan. We may

discontinue offering the systematic withdrawal plan at any time.

INCOME PAYMENTS – THE PAYOUT PERIOD

Payout Date

When you purchase the Contract, we will set the Payout Date as the Contract Anniversary following the

Annuitant’s 95th birthday. If there are Joint Annuitants, we will set the Payout Date based on the Age of the

oldest Joint Annuitant. Please refer to your Data Page for details.

You may change the Payout Date by sending a Written Request in Good Order to our Administrative

Office provided: (i) the request is made while an Owner is living; (ii) the request is received at our

Administrative Office at least 30 days before the anticipated Payout Date; and (iii) the requested Payout

Date is at least two years after the Contract Issue Date. Any such change is subject to any maximum

maturity age restrictions that may be imposed by law and cannot extend past the Annuitant’s 95th birthday

or the original Payout Date.

Terms of Income Payments

We use fixed rates of interest to determine the amount of income payments payable under the Income

Payment Options. Income payments will vary, however, depending on the number of Annuitants living on

the Payout Date. Once income payments begin, you cannot change the terms or method of those

payments. We do not apply a Surrender Charge or MVA to income payments.

If there is one Annuitant living on the Payout Date, we will apply your Contract Value to provide for a Life

Income Option with a 10-Year Guaranteed Period Certain, unless you have elected an Income Payment

Option before the Payout Date or we are otherwise required under the Internal Revenue Code. If there

are two Annuitants living on the Payout Date, we will apply your Contract Value to a Joint and Last

Survivor Life Income Option with a 10-Year Guaranteed Period Certain unless you have elected an

Income Payment Option before the Payout Date. We describe the Life Income Option and the Joint and

Last Survivor Life Income Option under “income payment options” below.

We will make the first income payment on the Payout Date. We may require proof of age and sex of the

Annuitant/Joint Annuitants before making the first income payment. To receive income payments, the

Annuitant/Joint Annuitant must be living on the Payout Date and on the date that each subsequent

payment is due as required by the terms of the Income Payment Option. We may require proof from time

to time that this condition has been met.

Electing an Income Payment Option

You and/or the Beneficiary may elect to receive one of the Income Payment Options described under

“Options” below. The Income Payment Option and distribution, however, must satisfy the applicable

distribution requirements of Section 72(s) or 401(a)(9) of the Internal Revenue Code, as applicable.

The election of an Income Payment Option must be made by Written Request. The election is irrevocable

after the payments commence. The Payee may not assign or transfer any future payments under any

option.

The amount applied under each option must be at least $2,500, or the amount required to provide an

initial monthly income payment of $20.

We will make income payments monthly, quarterly, semiannually, or annually. We will also furnish the

amount of such payments on request. Payments that are less than $20 will only be made annually.

If you do not specify an Income Payment Option in your application, the default payment option will be

Option 2 – Life Income Option with a 10-year guaranteed period. You may change this payment option

any time before payments begin on the Payout Date.

Income Payout Options

We offer the following Income Payment Options.

Option 1 -- Installment Option. We will pay monthly income payments for a chosen number of years, not

less than 10, nor more than 30. If the Annuitant dies before income payments have been made for the

chosen number of years: (a) income payments will be continued for the remainder of the period to the

Payee; or (b) the present value of the remaining income payments, computed at the interest rate used to

create the Option 1 rates, will be paid to the Payee or to the Owner, if there is no surviving Payee. For

purposes of the present value calculation guaranteed rates will be used.

Option 2 -- Life Income Option -- Guaranteed Period Certain. We will pay monthly income payments

for as long as the Annuitant lives. If the Annuitant dies before all the income payments have been made

for the guaranteed period certain: (a) income payments will be continued for the remainder of the

guaranteed period to the Payee; or (b) the present value of the remaining income payments, computed at

the interest rate used to create the Option 2 rates, will be paid to the Payee or to the Owner, if there is no

surviving Payee. For purposes of the present value calculation guaranteed rates will be used. The

guaranteed periods are 0 (life income only), 5, 10, 15, or 20 years. If a guaranteed period of 0 years (life

income only) has been selected and the Annuitant dies before the date the first income payment is made,

no income payments would be paid.

Option 3 -- Joint and Last Survivor Life Income Option with 10 Year Guaranteed Period Certain. We

will pay monthly income payments for as long as either of the Annuitants lives. If at the death of the

second surviving Annuitant, income payments have been made for less than 10 years: (a) income

payments will be continued for the remainder of the guaranteed period certain to the Payee; or (b) the

present value of the remaining income payments, computed at the interest rate used to create the Option

3 rates, will be paid to the Payee or to the Owner, if there is no surviving Payee. For purposes of the

present value calculation guaranteed rates will be used.

The options described above may not be offered in all states. Further, we may offer other Income

Payment Options. More than one option may be elected. If your Contract is a Qualified Contract, not all

options may satisfy required minimum distribution rules. Option 2 and Option 3 pay monthly income

payments. We do allow partial annuitization. Partial annuitization will count toward the free annual

withdrawal amount. In addition, note that effective for Qualified Contract Owners who die on or after

January 1, 2020, subject to certain exceptions, most non-spouse designated beneficiaries must now

complete death benefit distributions within 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.

FEDERAL INCOME TAX MATTERS

The following discussion is general in nature and is not intended as tax advice. Each person concerned

should consult a competent tax advisor. No attempt is made to consider any applicable state or other

income tax laws, any state and local estate or inheritance tax, or other tax consequences of ownership or

receipt of distributions under a Contract.

General Tax Treatment

When you invest in an annuity contract, you usually do not pay taxes on your investment gains until you

withdraw the money—generally for retirement purposes.

If you invest in an annuity as part of an individual retirement plan, pension plan or employer-sponsored

retirement program, your contract is called a Qualified Contract. The tax rules applicable to Qualified

Contracts vary according to the type of retirement plan and the terms and conditions of the plan.

If your annuity is independent of any formal retirement or pension plan, it is termed a Non-Qualified

Contract.

Tax law imposes several requirements that annuities must satisfy to receive the tax treatment normally

accorded to annuity contracts. We believe that the Contracts will qualify as annuity contracts for Federal

income tax purposes and this discussion is based on that assumption. Non-Qualified Contracts contain

provisions that are intended to comply with these Internal Revenue Code requirements; 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. Other rules may apply to

Qualified Contracts.

Taxation of Withdrawals

Non-Qualified Contracts. When a partial withdrawal from a Non-Qualified Contract occurs, the amount

received will be treated as ordinary income subject to tax up to an amount equal to the excess (if any) of

the Contract Value, without adjustment for any applicable Surrender Charge, immediately before the

distribution over the Owner’s investment in the Contract (generally, the Purchase Payments or other

consideration paid for the Contract, reduced by any amount previously distributed from the Contract that

was not subject to tax) at that time. In the case of a full surrender under a Non-Qualified Contract, the

amount received generally will be taxable only to the extent it exceeds the Owner’s investment in the

Contract.

Qualified Contracts. In the case of a withdrawal under a Qualified Contract, you are taxed based on the

portion of the withdrawal that exceeds your “investment in the contract” (often referred to as cost basis).

For Qualified Contracts, you typically have not paid tax on the Purchase Payment contributed to your

Contract, and therefore there is generally no cost basis. As a result, most amounts withdrawn from the

Contract will be treated as fully taxable ordinary income. Exceptions to this general rule include

withdrawals from Roth IRAs and IRAs where you have separately tracked and reported any after-tax

contributions that you have made. We generally do not track employee contributions. You should consult

your tax advisor.

Market Value Adjustment

The Contract Value immediately before a withdrawal may be increased or decreased by an MVA that

results from a withdrawal. There is, however, no definitive guidance on the proper tax treatment of MVAs

and you should discuss the potential tax consequences of an MVA with your tax advisor.

Additional Tax on Certain Withdrawals

In the case of a distribution, there may be an imposed federal additional tax equal to ten percent of the

amount treated as income. In general, however, there is no additional tax on distributions if:

•you die;

•you become disabled;

•you receive a series of substantially equal periodic payments made (at least annually) for your life

(or life expectancy) or the joint lives (or life expectancies) for you and your named beneficiary;

•your withdrawal is a qualified reservist distribution;

•the distribution is due to any IRS levy;

•your withdrawal is due to a terminal illness distribution; or

•you withdraw funds up to the cap for domestic violence abuse distribution.

Other exceptions may be applicable under certain circumstances and special rules may be applicable in

connection with the exceptions enumerated above. Additional exceptions may apply to distributions from

a Qualified Contract. You should consult a qualified tax advisor.

Substantially Equal Periodic Payments

Substantially equal periodic payments must continue until the later of reaching age 59½ or five years.

Modification of payments during that time period will result in the retroactive application of the 10%

additional tax. You should consult a qualified tax advisor before making a modification.

Taxation of Income Payments

Although tax consequences may vary depending on the payout option elected under 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 your investment in the Contract ratably on a tax-free basis over the expected stream

of income payments, as determined when income payments start. Once your investment in the Contract

has been fully recovered, however, the full amount of each income payment is subject to tax as ordinary

income.

Partial Annuitization

If part of an annuity contract’s value is applied to an annuity option that provides payments for one or

more lives or for a period of at least ten years, those payments may be taxed as annuity payments

instead of withdrawals. The payment options under the Contract are intended to qualify for this "partial

annuitization" treatment. Please consult a tax advisor if you are considering a partial annuitization.

Taxation of Death Benefit Proceeds

Amounts may be distributed from a Contract because of your 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 payout

option, they are taxed in the same way as income payments.

To be treated as an annuity contract for Federal income tax purposes, Section 72(s) of the Internal

Revenue Code requires any Non-Qualified Contract to contain certain provisions specifying how your

interest in the Contract will be distributed in the event of the death of an Owner of the Contract.

Specifically, Section 72(s) requires that (i) if any Owner dies on or after the annuity starting date, but prior

to the time the entire interest in the Contract has been distributed, the entire interest in the Contract will

be distributed at least as rapidly as under the method of distribution being used as of the date of such

Owner’s death; and (ii) if any Owner dies prior to the annuity starting date, the entire interest in the

Contract will be distributed within five years after the date of such Owner’s death unless distributions are

made over life or life expectancy, beginning within one year of the death of the Owner. However, if the

designated Beneficiary is the surviving spouse of the deceased Owner, the Contract may be continued

with the surviving spouse as the new Owner.

Transfers, Assignments or Exchanges of the Contract

A transfer or assignment of ownership of the Contract, the designation of an Annuitant other than the

Owner, the selection of certain maturity dates, or the exchange of the Contract may result in certain tax

consequences to you that are not discussed herein. An Owner contemplating any such transfer,

assignment or exchange, should consult a tax advisor as to the tax consequences.

Withholding

Annuity and pension Distributions are generally subject to federal income tax withholding. They may also

be subject to state income tax withholding, where applicable. Recipients can generally elect, however, not

to have tax withheld from distributions. The withholding rate varies according to the type of distribution

and the Owner’s tax status. The Owner will be provided the opportunity to elect not have tax withheld

from distributions. Certain limitations may apply. Please consult a tax advisor before making any

withholding election.

“Eligible rollover distributions” from section 401(a), 403(b), and governmental 457 plans are subject to a

mandatory federal income tax withholding of 20%. For this purpose, an eligible rollover distribution is any

distribution to an employee (or employee's spouse or former spouse as Beneficiary or alternate Payee)

from such a plan, except certain distributions such as distributions required by the Internal Revenue

Code, distributions in a specified annuity form, or hardship distributions. The 20% withholding does not

apply, however, to nontaxable distributions or if (i) the employee (or employee’s spouse or former spouse

as Beneficiary or alternative Payee) chooses a “direct rollover” from the plan to a tax-qualified plan, IRA or

tax sheltered annuity or to a governmental 457 plan that agrees to separately account for rollover

contributions; or (ii) a non-spouse Beneficiary chooses a “direct rollover” from the plan to an IRA

established by the direct rollover.

Federal Estate Taxes, Gift and Generation-Skipping Transfer Taxes

While no attempt is being made to discuss in detail the Federal estate tax implications of the Contract, a

purchaser should keep in mind that the value of an annuity contract owned by a decedent and payable to

a Beneficiary by virtue of surviving the decedent is included in the decedent’s gross estate. Depending on

the terms of the annuity contract, the value of the annuity included in the gross estate may be the value of

the lump sum payment payable to the contingent Owner or the actuarial value of the payments to be

received by the Beneficiary. Consult an estate planning advisor for more information.

Under certain circumstances, the Internal Revenue Code may impose a generation-skipping transfer tax

(“GST”) when all or part of an annuity contract is transferred to, or a Death Benefit is paid to, an individual

two or more generations younger than the Owner. Regulations issued under the Internal Revenue Code

may require us to deduct the tax from your Contract, or from any applicable payment, and pay it directly to

the IRS. The federal estate tax, gift tax and GST tax exemptions and maximum rates may each be

adjusted.

The potential application of these taxes underscores the importance of seeking guidance from a qualified

advisor to help ensure that your estate plan adequately addresses your needs and those of your

beneficiaries under all possible scenarios.

Same-Sex Spouses

Under the Contract, a surviving spouse may have certain continuation rights that he or she may elect to

exercise upon your death for the Contract’s Death Benefit. All Contract provisions relating to spousal

continuation are available only to a person who meets the definition of “spouse” under federal law. The

U.S. Supreme Court has held that same-sex marriages must be permitted under state law and that

marriages recognized under state law will be recognized for federal law purposes. Domestic partnerships

and civil unions that are not recognized as legal marriages under state law, however, will not be treated as

marriages under federal law. Consult a tax advisor for more information on this subject.

Annuity Purchases By Nonresident Aliens and Foreign Corporations

The discussion 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 U.S.

permanent residents will generally be subject to U.S. federal withholding tax on taxable distributions from

annuity contracts at a 30% rate unless a lower treaty rate applies. In addition, such purchasers may be

subject to state and/or municipal taxes and taxes that may be imposed by the purchaser’s country of

citizenship or residence. Additional withholding may occur with respect to entity purchasers (including

foreign corporations, partnerships, and trusts) that are not U.S. residents. Prospective purchasers are

advised to consult with a qualified tax advisor regarding U.S., state, and foreign taxation with respect to

an annuity contract purchase.

Additional Information about the Taxation of Non-Qualified Contracts

This discussion generally applies to Contracts owned by natural persons. See “Non-Natural Person”

below for a discussion of Non-Qualified Contracts owned by persons such as corporations and trusts that

are not natural persons.

Medicare Tax. Distributions from a Non-Qualified Contract will be considered “investment income” for

purposes of the Medicare tax on investment income. 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.

Multiple Contracts. All Non-Qualified deferred annuity contracts that are issued by us (or our affiliates) to

the same Owner during any calendar year are treated as one annuity contract for purposes of determining

the amount includible in such Owner’s income when a taxable distribution occurs.

Non-Natural Person. If a non-natural person (e.g., a corporation or a trust) owns a Non-Qualified

Contract, the taxpayer generally must include in income any increase in the excess of the account value

over the investment in the Contract (generally, the Purchase Payment or other consideration paid for the

Contract) during the taxable year. There are some exceptions to this rule and a prospective Owner that is

not a natural person should discuss these with a tax advisor.

Additional Information about the Taxation of Qualified Contracts

Individual Retirement 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 of compensation includible in the individual’s gross income for the year. The contributions may be

deductible in whole or in part, 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, unless an exception applies.

Distributions that 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 number of IRAs that are owned. The limit will

apply by aggregating all of an individual’s IRAs, including SEP and SIMPLE IRAs as well as traditional

and Roth IRAs, effectively treating them as one IRA for purposes of the limit. This limit does not apply to

direct trustee-to-trustee transfers or conversion to Roth IRAs.

Roth IRAs, as described in Internal Revenue Code Section 408A, permit certain eligible individuals to

contribute to make non-deductible contributions to a Roth IRA in cash or as a rollover or transfer from

another Roth IRA or other IRA. A rollover from or conversion of an IRA to a Roth IRA is generally subject

to tax and other special rules apply. The Owner may wish to consult a tax advisor 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

distributions made (i) before age 59½ (subject to certain exceptions) or (ii) during the five taxable years

starting with the year in which the first contribution is made to any Roth IRA. A 10% additional tax may

apply to amounts attributable to a conversion from an IRA if they are distributed during the five taxable

years beginning with the year in which the conversion was made. Distributions that 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 number of IRAs that are owned. The limit will apply by aggregating all of an

individual’s IRAs, including SEP and SIMPLE IRAs as well as traditional and Roth IRAs, effectively

treating them as one IRA for purposes of the limit. This limit does not apply to direct trustee-to-trustee

transfers or conversions to Roth IRAs.

Section 457 Plans, while not actually a qualified plan as that term is normally used, permits individuals to

defer compensation with respect to service for state governments, local governments, political

subdivisions, agencies, instrumentalities and certain affiliates of such entities, and tax-exempt

organizations. The Contract can be used with such plans. Under such plans a participant may specify the

form of investment in which his or her participation will be made. Under a non-governmental plan, all such

investments, however, are owned by and are subject to, the claims of the general creditors of the

sponsoring employer.

Required Minimum Distributions. Qualified Contracts have required minimum distribution (“RMD”) rules

that govern the timing and amount of distributions. You should refer to your Contract or consult a tax

advisor for more information about these rules. The required beginning date for these distributions is

based on your applicable age as defined in the tax law. You should refer to your Contract, retirement plan,

adoption agreement, or consult a tax advisor for more information about these distribution rules.

If distributions from your IRA are made in the form of an annuity, and the annuity payments in a year

exceed the amount that would be required to be distributed for the year under the rules for non-annuitized

contracts (determined by treating the IRA’s account balance as including the value of the annuity), the

excess can be counted towards satisfying the RMD with respect to any non-annuitized account balance in

your IRA(s). You should consult a tax advisor if you want to use this special rule.

Effective for Qualified Contract Owners who die on or after January 1, 2020, subject to certain exceptions,

most non-spouse designated beneficiaries must now complete death benefit distributions within ten years

of the Owner’s death in order to satisfy RMD rules. Consult a tax advisor.

If you fail to take your full RMD for a year, you will be subject to a 25% excise tax on any shortfall. This

excise tax is reduced to 10% if a distribution of the shortfall is made within two years and prior to the date

the excise tax is assessed or imposed by the IRS. If you fail to take your full RMD for a year, you should

consult with a tax advisor for more information.

Possible Tax Law Changes

Although the likelihood of legislative changes is uncertain, there is always the possibility that the tax

treatment of the Contract could change by legislation or otherwise. Consult a tax advisor with respect to

legislative developments and their effect on the Contract.

We have the right to modify the Contract in response to legislative changes that could otherwise diminish

the favorable tax treatment that annuity contract owners currently receive. We make no guarantee

regarding the tax status of any contact and do not intend the above discussion as tax advice.

What Acts may result in Penalties or Additional Taxes?

There are tax advantages to using an annuity for retirement savings. The tax advantages may be offset

by additional taxes and penalties if you are not familiar with and follow the rules.

For example, there may be additions to regular tax for the following activities:

•Taking early distributions

•Allowing excess amounts to accumulate for failing to tax required distributions

•Making excess contributions

There may be penalties for the following, without limitation:

•Overstating the amount of nondeductible contributions

•Not having enough tax withheld

•Failing to report income

Please consult with your personal advisor to understand when additional tax or penalties may apply.

OTHER INFORMATION

Important Information about Indices

S&P 500 Index. The Contract is not sponsored, endorsed, sold or promoted by Standard & Poor’s, a

division of the McGraw-Hill companies, Inc. (“S&P”). S&P makes no representation or warranty, express

or implied, to the Owners of the Contract or any member of the public regarding the advisability of

investing in securities generally or in the Contract particularly or the ability of the S&P 500 Index to track

general stock market performance. S&P’s only relationship to 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

needs of 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 timing of the issuance or sale of the Contract or in determination or calculation of the

equation by which the Contract is to be converted into cash. S&P has no obligation or liability in

connection with the administration, marketing or trading of the Contract.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500

INDEX OR ANY DATA INCLUDED THEREIN, AND S&P SHALL HAVE NO LIABILITY FOR ANY

ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR

IMPLIED, AS TO RESULTS TO 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 ANY DATA

INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY

DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE

OR USE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT

LIMITING ANY 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.

The S&P 500 Index is a stock market index based on the market capitalizations of 500 leading companies

publicly traded in the U.S. stock market, as determined by Standard & Poor’s. The S&P 500 Index can go

up or down based on the stock prices of the 500 companies that comprise the Index. The S&P 500 Index

does not include dividends paid on the stocks comprising the Index and therefore does not reflect the full

investment performance of the underlying stocks.

The S&P 500 Index is a trademark of Standard & Poor’s or its affiliates and has been licensed for use by

the Company.

ICE BofAML Index. The Contract is not sponsored, endorsed, sold or promoted by Bank of America/

Merrill Lynch (“BofA Merrill Lynch”). BofA Merrill Lynch has not passed on the legality or suitability of, or

the accuracy or adequacy of descriptions and disclosures relating to, the Contract, nor makes any

representation or warranty, express or implied, to the Owners of the Contract or any member of the public

regarding the Contract or the advisability of investing in the Contract, particularly the ability of the ICE

BofAML Index to track performance of any market or strategy. BofA Merrill Lynch’s only relationship to the

Company is the licensing of certain trademarks and trade names and indices or components thereof. The

ICE BofAML Index is determined, composed and calculated by BofA Merrill Lynch without regard to the

Company or the Contract or its Owners. BofA Merrill Lynch has no obligation to take the needs of the

Company or the Owners of the Contract into consideration in determining, composing or calculating the

ICE BofAML Index. BofA Merrill Lynch is not responsible for and has not participated in the determination

of the timing of, prices of, or quantities of the Contract to be issued or in the determination or calculation

of the equation by which the Contract is to be priced, sold, purchased, or redeemed. BofA Merrill Lynch

has no obligation or liability in connection with the administration, marketing, or trading of the Contract.

BOFA MERRILL LYNCH DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS

OF THE ICE BOFAML INDEX OR ANY DATA INCLUDED THEREIN AND BOFA MERRILL LYNCH SHALL

HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, UNAVAILABILITY, OR INTERRUPTIONS

THEREIN. BOFA MERRILL LYNCH MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS

TO BE OBTAINED BY THE COMPANY, HOLDERS OF THE PRODUCT OR ANY OTHER PERSON OR

ENTITY FROM THE USE OF THE ICE BOFAML INDEX OR ANY DATA INCLUDED THEREIN. BOFA

MERRILL LYNCH MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS

ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE,

WITH RESPECT TO THE ICE BOFAML INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT

LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL BOFA MERRILL LYNCH HAVE ANY

LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, CONSEQUENTIAL DAMAGES,

OR LOST PROFITS, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

The ICE BofAML Index is a trademark of Bank of America/Merrill Lynch or its affiliates and has

been licensed for use by the Company.

Distribution of the Contract

Effective April 1, 2022, MEMBERS Zone Annuity is no longer available for purchase. For Owners who

purchased MEMBERS Zone Annuity Contracts before April 1, 2022, your rights and obligations under

your Contract remain unchanged. We have entered into a distribution agreement with our affiliate, CBSI

for the distribution of the Contract.

We and CBSI enter into selling agreements with other broker-dealers (the “Selling Broker-Dealers”)

registered under the Securities Exchange Act of 1934, as amended (the “1934 Act”), who are members of

the Financial Industry Regulatory Authority, Inc. (“FINRA”). Contracts are sold by registered

representatives of the Selling Broker-Dealers (the "Selling Agents"). In those states where the Contract

may be lawfully sold, the Selling Agents are licensed as insurance agents by applicable state insurance

authorities and are appointed as our insurance agents. CBSI also offered securities to customers through

CBSI registered representatives until May 2022. Through an agreement between LPL Financial (“LPL”)

and CBSI, the majority of these former CBSI registered representatives, which primarily include

employees of CBSI’s affiliates or the credit union where their FINRA registered branch is located,

registered with LPL. LPL is one of the Selling Broker-Dealers. CBSI receives compensation from LPL for

sales by certain LPL registered representatives pursuant to networking agreements with various credit

unions, LPL and CBSI.

We and/or CBSI pay the Selling Broker-Dealers compensation for the promotion and sale of the

Contract. The Selling Agents who solicit sales of the Contract typically receive a portion of the

compensation paid by the Company to the Selling Broker-Dealers in the form of commissions or other

compensation, depending on the agreement between the Selling Broker-Dealer and the Selling

Agent. The amount and timing of commissions we may pay to Selling Broker-Dealers may vary

depending on the selling agreement and the Contract sold but is not expected to be more than 7.25% of

the Purchase Payment. We may also pay asset-based commission (sometimes called trail commissions)

in addition to the Purchase Payment-based commission. We may pay or allow other promotional

incentives or payments in the form of cash or other compensation to the extent permitted by FINRA rules

and other applicable laws and regulations.

We also 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 services to the Selling Agents of the Selling Broker-

Dealers. These allowances may be based on a percentage of the Purchase Payment.

In addition 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 processing and/or administrative services

support. These payments are not offered to all Selling Broker-Dealers, and the terms of any particular

agreement governing the payments may vary among Selling Broker-Dealers depending on, among other

things, the level and type of marketing and distribution support provided. Marketing and distribution

support services may include, among other services, placement of the Company’s products on the Selling

Broker-Dealers’ preferred or recommended list, increased access to the Selling Broker-Dealers’

registered representatives for purposes of promoting sales of our products, assistance in training and

education of the Selling Agents, and opportunities for us to participate in sales conferences and

educational seminars. The payments or reimbursements may be calculated as a percentage of the

particular Selling Broker-Dealer’s actual or expected aggregate sales of our indexed annuity contracts

(including the Contract) and/or may be a fixed dollar amount. Broker-dealers receiving these additional

payments may pass on some or all of the payments to the Selling Agent.

You should ask your Selling Agent for further information about what commissions or other compensation

he or she, or the Selling Broker-Dealer for which he or she works, may receive in connection with your

purchase of a Contract.

Commissions and 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 fees and charges imposed under the Contract.

Authority to Change

Only the President or Secretary of the Company may change or waive any of the terms of your Contract.

Any change must be in writing and signed by the President or Secretary of the Company.

Incontestability

We consider all statements in your application (in the absence of fraud) to be representations and not

warranties. We will not contest your Contract.

Misstatement of Age or Gender

If an Annuitant’s date of birth or gender is misstated, we will adjust the income payments under this

Contract to be equal to the payout amount the Contract would have purchased based on the Annuitant’s

correct date of birth and/or gender. We will add any underpayments to the next payment. We will subtract

any overpayment from future payments. We will not credit or charge any interest to any underpayment or

overpayment.

Conformity with Applicable Laws

The provisions of the Contract conform to the minimum requirements of the state of issue. The laws of the

state of issue control any conflicting laws of any other state in which the Owner may live on or after the

Contract Issue Date. If any provision of your Contract is determined not to provide the minimum benefits

required by the state in which the Contract is issued, such provision will be deemed to be amended to

conform or comply with such laws or regulations. Further, the Company will amend the Contract to comply

with any changes in law governing the Contract or the taxation of benefits under the Contract.

Reports to Owners

At least annually, we will mail a report to you at your last known address of record, a report that will state

the Contract Value, Surrender Value, withdrawals made since the last report and any other information

required by any applicable law or regulation.

You also will receive confirmations of each financial transaction, such as transfers, withdrawals, and

surrenders.

Householding

To reduce service expenses, the Company may send only one copy of certain mailings and reports per

household, regardless of the number of contract owners at the household. However, you may obtain

additional copies upon request to the Company. If you have questions, please call us at 1-800-798-5500,

Monday through Friday, 7:30 a.m. to 6:00 p.m., Central Time.

Change of Address

You may change your address by writing to us at our Administrative Office. If you change your address,

we will send a confirmation of the address change to both your old and new addresses.

Inquiries

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

Legal Proceedings

Like other insurance companies, we routinely are involved in litigation and other proceedings, including

class actions, reinsurance claims and regulatory proceedings arising in the ordinary course of our

business. In recent years, the life insurance and annuity industry, including us and our affiliated

companies, has been subject to an increase in litigation pursued on behalf of both individual and

purported classes of insurance and annuity purchasers, questioning the conduct of insurance companies

and their agents in the marketing of their products. In addition, state and federal regulatory bodies, such

as state insurance departments and attorneys general, periodically make inquiries and conduct

examinations concerning compliance by us and others with applicable insurance and other laws.

In connection with regulatory examinations and proceedings, government authorities may seek various

forms of relief, including penalties, restitution and changes in business practices. The Company has

established procedures and policies to facilitate compliance with laws and regulations and to support

financial reporting. These actions are based on a variety of issues and involve a range of the Company's

practices. We respond to such inquiries and cooperate with regulatory examinations in the ordinary

course of business. In the opinion of management, the ultimate liability, if any, resulting from all such

pending actions will not materially affect the financial statements of the Company, nor the Company’s

ability to meet its obligations under the Contracts.

FINANCIAL STATEMENTS

The Company's statutory basis financial statements are hereby incorporated by reference to the Form N-

VPFS filed with the SEC by the Company on April 1, 2025. You should consider the Company’s financial

statements only as bearing on the Company’s ability to meet its obligations under your Contract.

A-1

APPENDIX A: INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT

The following is a list of the Risk Control Account options currently available under the Contract. We may

change the features of the Risk Control Accounts listed below (including the Index and the Caps), offer

new Risk Control Accounts, and terminate existing Risk Control Accounts. We will provide you with written

notice before making any changes other than changes to the Caps. Information about current Caps is

available at https://www.trustage.com/zone-annuity-rates.

Note: During the Initial Index Period, if you surrender your Contract or take a partial withdrawal,

we will apply an MVA (which may be positive or negative). This may result in a significant

reduction in your Contract Value that could exceed any protection from Index loss that would be

in place if you held the option until the end of the the Initial Index Period.


Index	Type of Index	Crediting Period	Account Type	Limit on Index Loss (if held the entire Initial Index Period)	Minimum Limit on Index Gain (for the Life of the Contract)
S&P 500 Price Return Index(1)	stock market index based on market capitalizations of 500 leading companies publicly traded in the U.S. stock market	1 year(2)	Secure Account	0% Floor	1% Cap
S&P 500 Price Return Index(1)		1 year(2)	Growth Account	-10% Floor	1% Cap

1.The performance of the Index does not include dividends paid on the securities comprising the

Index, and therefore, the performance of the Index does not reflect the full performance of those

underlying securities. This will reduce Index performance and will cause the Index to

underperform a direct investment in the underlying securities.

2.We credit interest to each Risk Control Account at the end of each Contract Year by comparing

the change in the Index from each Contract Anniversary (the first day of the Contract Year) to the

last day of the current Contract Year. However, withdrawals and surrenders during the Initial Index

Period will be subject to the MVA.

The Index Return is determined on each Contract Anniversary and is measured over the Contract Year.

Because Index interest is calculated on a single point in time you may experience negative or flat

performance even though the Index experienced gains through some, or most, of the Contract Year.

The Floors for the Secure Account and Growth Account will not change during the life of your Contract.

We set the Cap each year for the next Contract Year. In return for accepting some risk of loss to your Risk

Control Account Value allocated to the Growth Account, the Cap for the Growth Account is higher than the

Cap for the Secure Account. The Cap will always be at least 1%.

More information is about the Risk Control Accounts and the MVA is available under "Risk Control

Account Option" and "Charges and Adjustments - Market Value Adjustment."

Not all investment options may be available in all markets where we offer the Contract. See Appendix B

for State Variations.

B-1

APPENDIX B: STATE VARIATIONS

The following information is a summary of the states where certain features or benefits of the MEMBERS Zone

Annuity Contracts vary from the features and benefits previously described in this Prospectus. Please contact

your financial professional for more information about variations and availability in your state.

States where certain MEMBERS Zone features or benefits vary:


State	Feature or Benefit	Variation
California	References to "Allocation Options" See “Getting Started – The Accumulation Period - Owner” See “Charges and Adjustments - Surrender Charge”	Contracts must be surrendered or annuitized at the end of the Initial Index Period. The Payout Date is one month after the end of the Initial Index Period. There will be no available Risk Control Accounts and no additional interest will be credited to the Contract. The Owner has the right to assign the Contract. “Nursing Home or Hospital” is replaced with “Facility Care, Home Care, or Community-Based Services”. There is no minimum confinement period to utilize this waiver. The Facility Care or Home Care and Terminal Illness waivers apply to full surrenders only, not partial withdrawals.
Connecticut	See “Charges and Adjustments - Surrender Charge”	There is a one-year wait before the waiver of surrender charge provisions may be exercised.
Florida	See “Getting Started – The Accumulation Period - Owner” See “Income Payments – The Payout Period - Payout Date”	The Owner has the right to assign the Contract. The requested Payout Date must be at least one year after the Contract Issue Date.
Massachusetts	See “Charges and Adjustments - Surrender Charge”	Terminally Ill, Terminal Illness – A life expectancy of 24 months or less due to any illness or accident. There is no Nursing Home or Hospital waiver. The Terminal Illness waiver applies to full surrenders only, not partial withdrawals.
Montana	See "Access to Your Money - Surrenders"	A partial withdrawal resulting in a Surrender Value less than $2,000 requires customer notice before processing as a full surrender.
New Jersey	See “Charges and Adjustments - Surrender Charge”	There is no Terminal Illness waiver.
Pennsylvania	See “Charges and Adjustments - Surrender Charge”	“Terminal Illness” is replaced with “Terminal Condition”. The minimum consecutive day confinement is 90 days for a Nursing Home and 30 days for a Hospital.

B-2


State	Feature or Benefit	Variation
Texas	See “Getting Started – The Accumulation Period - Owner” See “Charges and Adjustments - Surrender Charge” See "Access to Your Money - Surrenders"	The Owner has the right to assign the Contract. “Terminal Illness” is replaced with “Terminal Disability”. A partial withdrawal resulting in a Surrender Value less than $2,000 requires customer notice before processing as a full surrender.
Utah	See “Getting Started – The Accumulation Period - Owner”	The Owner has the right to assign the Contract.
Washington	See “Charges and Adjustments - Surrender Charge”	The life expectancy to utilize the Terminal Illness waiver is 24 months.
Wisconsin	See “Getting Started – The Accumulation Period - Owner”	The Owner has the right to assign the Contract.

Registration statements relating to this offering have been filed with the Securities and Exchange

Commission (“SEC”). The Statement of Additional Information ("SAI") dated May 1, 2025 is part of a

registration statement filed on Form N-4. The SAI contains additional information about MEMBERS Life

Insurance Company and the Contracts. The SAI is available free of charge. You may request a copy of

the SAI or make inquiries regarding your Contract by writing to our Administrative Office at 2000 Heritage

Way, Waverly, Iowa 50677, or by calling 1-800-798-5500. This Prospectus and the SAI can also be

obtained from the SEC’s website at www.sec.gov. The SAI is incorporated by reference into this

Prospectus.

Reports and other information about MEMBERS Life Insurance Company, including the SAI, may be

obtained from the SEC’s Internet site at http://www.sec.gov and copies of this information may also be

obtained, after paying a duplicating fee, by emailing the SEC at publicinfo@sec.gov.

Dealer Prospectus Delivery Obligations

All dealers that effect transactions in these securities are required to deliver a Prospectus.

EDGAR Contract Identifier: C000261253

STATEMENT OF ADDITIONAL INFORMATION

May 1, 2025

For

MEMBERS® ZONE ANNUITY

Offered by

MEMBERS LIFE INSURANCE COMPANY

2000 Heritage Way

Waverly, Iowa 50677-9202

(800) 798-5500

This Statement of Additional Information (“SAI”) is not a Prospectus. It should be read in conjunction with

the Prospectus for the MEMBERS® Zone Annuity Single Premium Deferred Index Annuity Contract (the

“Contract”), dated May 1, 2025 (as amended from time to time). The Prospectus provides detailed

information concerning the Contract, which is offered by MEMBERS Life Insurance Company (the

“Company,” “we,” “us,” or “our”), and the Investment Options available thereunder.

Capitalized terms used in this SAI that are not otherwise defined have the meanings set forth in the

Prospectus.

A copy of the Prospectus is available free of charge by writing to the Company’s Administrative Office

(2000 Heritage Way, Waverly, Iowa 50677-9202), by calling 1-800-798-5500 toll free, or by contacting

your financial professional.

TABLE OF CONTENTS


MEMBERS LIFE INSURANCE COMPANY	S-1
ADDITIONAL CONTRACT PROVISIONS	S-1
PRINCIPAL UNDERWRITER	S-9
INCOME PAYMENTS	S-10
OTHER INFORMATION	S-10
CUSTODIAN	S-10
EXPERTS	S-10
MEMBERS LIFE INSURANCE COMPANY FINANCIAL STATEMENTS	S-10
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS	S-10

S-1

MEMBERS LIFE INSURANCE COMPANY

The depositor for the MEMBERS Zone Annuity, MEMBERS Life Insurance Company (the “Company”), is

a wholly-owned direct subsidiary of CMFG Life Insurance Company (“CMFG Life”). The Company was

formed by CMFG Life on February 27, 1976, as a stock life insurance company under the laws of the

State of Wisconsin for the purpose of writing credit disability insurance. The original name 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 into the Company on January 1, 1992, and

MEMBERS Life Insurance Company (Texas) merged into the Company on January 1, 1993. The

Company re-domiciled from Wisconsin to Iowa on May 3, 2007. The Company is 100% owned by CMFG

Life. On February 17, 2012, the Company’s Articles of Incorporation were amended and restated to

change the Company’s purpose to be the writing of any and all of the lines of insurance and annuity

business authorized by Iowa Code Chapter 508 and any other line of insurance or annuity business

authorized by the laws of the State of Iowa. Currently, the Company has no employees.

CMFG Life is a stock insurance company organized on May 20, 1935, and domiciled in Iowa. CMFG Life

is one of the world’s largest direct underwriters of credit life and disability insurance, and is a major

provider of qualified pension products to credit unions. CMFG Life and its affiliated companies currently

offer deferred and immediate annuities, individual term and permanent life insurance, and accident and

health insurance. In 2012, CMFG Life was reorganized as a wholly-owned subsidiary of CUNA Mutual

Financial Group, Inc. which is a wholly-owned subsidiary of CUNA Mutual Holding Company, a mutual

insurance holding company organized under the laws of the State of Iowa.

The Company is authorized to sell life, health, and annuity policies in all states in the U.S. and the District

of Columbia, except New York. As of December 31, 2024 and 2023, the Company had more than $374

million and $387 million in admitted assets and more than $1,714 million and $989 million of life insurance

in force, respectively. Currently, the Company services existing blocks of individual and group life policies.

In addition, in August 2013, the Company began issuing a single premium deferred index annuity under

the name “MEMBERS® Zone Annuity.” In July 2016, the Company began issuing a flexible premium

deferred variable and index-linked annuity 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 annuity contract under the name TruStage™ Horizon II Annuity

contract. In August 2019, the Company began issuing a single premium deferred index annuity under the

name TruStage™ Zone Income Annuity. In July 2021, the Company began issuing a single premium

deferred index annuity under the name TruStage™ ZoneChoice Annuity.

ADDITIONAL CONTRACT PROVISIONS

The Contract

The application, endorsements and all other attached papers are part of the Contract. The statements

made in the application are representations and not warranties. We will not use any statement in defense

of a claim or to void the Contract unless it is contained in the application.

Surrender Charge and Market Value Adjustment Examples

The following are examples of partial withdrawals and full surrender with the application of the Surrender

Charge and Market Value Adjustment. These charges and adjustments are described in more detail in the

Prospectus.

The Surrender Charge is calculated as a percentage of the Contract Value withdrawn or surrendered that

exceeds the free annual withdrawal amount during the Initial Index Period.

S-2

The MVA reflects, in part, the difference between the effective yield of the Constant Maturity Treasury rate

for a duration equal to the Initial Index Period and the effective yield of the Constant Maturity Treasury

rate for a duration equal to the remaining length of the Initial Index Period at the time of surrender. The

Constant Maturity Treasury rate is a rate representing the average yield of various Treasury securities.

The calculation also reflects in part the difference between the effective yield of the ICE BofAML Index

1-10 Year U.S. Corporate Constrained Index, Asset Swap Spread (the “ICE BofAML Index”), a rate

representative of investment grade corporate debt credit spreads in the U.S., on the Contract Issue Date

and the effective yield of the ICE BofAML Index at the time of surrender or partial withdrawal. The greater

the difference in those yields, respectively, the greater the effect the MVA will have.

The amount of the MVA also reflects in part the Credited Index Interest Rate determined at the time of

surrender or partial withdrawal. We use the Credited Index Interest Rate to either decrease or increase

the amount of the MVA. If the Credited Index Interest Rate is positive, we divide the amount of the

withdrawal subject to the MVA by the Credited Index Interest Rate plus 1 which will decrease the amount

subject to the market value adjustment factor and therefore reduce the amount of any positive or negative

MVA. Conversely, if the Credited Index Interest Rate is negative, we divide the amount of the withdrawal

subject to the MVA by the Credited Index Interest Rate plus 1 which will increase the amount subject to

the market value adjustment factor and therefore increase the amount of any positive or negative MVA. If

the Credited Index Interest Rate is 0%, we divide the amount of the withdrawal subject to the MVA by the

Credited Index Interest Rate plus 1 which will not change the amount subject to the market value

adjustment factor and therefore will not change the amount of any positive or negative MVA. If the Index

has increased since the date on which we determined the Initial Index Value for the Current Contract

Year, the Credited Index Interest Rate will be positive. If the Index has decreased since the date on which

we determined the Initial Index Value for the Current Contract Year, the Credited Index Interest Rate will

be negative.


The MVA is calculated using the following formula: MVA = (W / (1+ IIR* ) ) x ( MVAF - 1 ).
W=	the amount of the partial withdrawal or surrender that exceeds the free annual withdrawal amount.
IIR*=	Credited Index Interest Rate equal to (A/B) – 1 where:
	A = The Adjusted Index Value
	B = The Initial Index Value for the current Contract Year.
MVAF=	((1 + I + K)/(1 + J + L)) ^N
	I = The Constant Maturity Treasury rate for a maturity consistent with the Initial Index Period.
	J = The Constant Maturity Treasury rate for a maturity consistent with the remaining length of the Initial Index Period
	K = The ICE BofAML Index as of the Contract Issue Date.
	L = The ICE BofAML Index as of the withdrawal date.
	N = The number of years (whole and partial) from the current date until the end of the Initial Index Period.

We determine I based on the Initial Index Period you have chosen. For example, if you choose the 10-

year Initial Index Period at issue, then I would correspond to the 10-year Constant Maturity Treasury rate

at the time we issue the Contract. We determine J when you take a partial withdrawal or surrender. For

example, if you chose the 10-year Initial Index Period at issue and surrender the Contract 2 years into the

Initial Index Period, J would correspond to the Constant Maturity Treasury rate consistent with the time

remaining in the Initial Index Period or 8 years (8 = 10 - 2). For I and J where there is no Constant

Maturity Treasury rate declared, we will use linear interpolation of the Constant Maturity Rates Index with

maturities closest to N to determine I and J. The value of K and L on any Business Day will be equal to

the closing value of the ICE BofAML Index on the previous Business Day.

S-3

The Company uses both the Constant Maturity Treasury rate and ICE BofAML Index 1-10 Year U.S.

Corporate Constrained Index Asset Swap Spread in determining any MVA since together both indices

represent a broad mix of investments whose values may be affected by changes in market interest rates.

If the publication of any component of the Market Value Adjustment Indices is discontinued or if the

calculation of the Market Value Adjustment Indices is changed substantially, we may substitute a new

index for the discontinued or substantially changed index, subject to approval by the insurance

department in your state. Before we substitute an index, we will notify you in writing of the substitution.

The examples below illustrate partial withdrawals and a full surrender during the Initial Index Period. For

all examples, assume the following information at the last Contract Anniversary:


	Secure Account	Growth Account
Allocation	75%	25%
Initial Floor	0%	-10%
Initial Cap	3.50%	14.00%
S&P 500 Index Value	1,000.00	1,000.00
(Initial Index Value) x (1 + Floor)	1,000.00	900.00
(Initial Index Value) x (1 + Cap)	1,035.00	1,140.00

Initial Index Period		10 Years
Total Contract Value		$100,000
I = 10-Year Constant Maturity Treasury Rate		3.50%
K = The BofAML 1-10 Year U.S. Corporate Constrained Index Asset Swap Spread		1.00%

Example 1 – Partial Withdrawal with a Negative MVA

Assume the following information at the time of partial withdrawal 1.5 years after the Contract Issue Date:


Gross partial withdrawal	$50,000.00
Closing S&P 500 Index Value	1,200.00
J = 8.5 Year Constant Maturity Treasury Rate	4.00%
L = The BofAML 1-10 Year U.S. Corporate Constrained Index Asset Swap Spread	1.50%
N = Years Remaining in Initial Index Period	8.50 Years
Surrender Charge Percent	9.00%

We take the following steps to determine the net partial withdrawal amount (excluding taxes) payable to

the Owner:

First, we determine Credited Index Interest and Contract Value for each Risk Control Account at the time

of the partial withdrawal. With respect to the Secure Account, because the Closing Index Value is greater

than the Initial Index Value multiplied by the sum of 1 + Cap, Credited Index Interest equals the Contract

Value held in the Secure Account ($75,000) multiplied by the Initial Index Rate Cap (3.50%) or $2,625.00.

We then add the Credited Index Interest ($2,625.00) to the Contract Value in the Secure Account

($75,000) to determine the Contract Value in the Secure Account at the time of partial withdrawal

($77,625.00).

S-4

We follow the same steps in determining Credited Index Interest and Contract Value for the Growth

Account at the time of the partial withdrawal. With respect to the Growth Account, because the Closing

Index Value is greater than the Initial Index Value multiplied by the sum of 1 + Cap, Credited Index

Interest equals the Contract Value held in the Secure Account ($25,000.00) multiplied by the Initial Index

Rate Cap (14.00%) or $3,500.00. We then add the Credited Index Interest ($3,500.00) to the Contract

Value in the Secure Account ($25,000.00) to determine the Contract Value in the Growth Account at the

time of partial withdrawal ($28,500.00).

Second, we determine the free annual withdrawal amount available in connection with a partial withdrawal

from each Risk Control Account at the time of the partial withdrawal. We determine the free annual

withdrawal amount for each Risk Control Account on a proportional basis based on the Contract Value

held in each Risk Control Account. The free annual withdrawal amount is equal to 10% of the Contract

Value at the beginning of the Contract Year ($100,000.00) or $10,000.00. We determine the portion of the

free annual withdrawal amount available from the Secure Account by calculating the percentage of

Contract Value held in the Secure Account. We divide the Secure Account Value ($77,625.00) by the sum

of the Secure Account Value ($77,625.00) and the Growth Account Value ($28,500.00). The result is then

multiplied by the free annual withdrawal amount (10,000.00) to determine the free annual withdrawal

amount available in connection with a withdrawal from the Secure Account ($7,314.49).

We follow the same steps in determining the free annual withdrawal amount available in connection with a

partial withdrawal from the Growth Account at the time of the partial withdrawal. We determine the portion

of the free annual withdrawal amount available from the Growth Account by calculating the percentage of

Contract Value held in the Growth Account. We divide the Growth Account Value ($28,500.00) by the sum

of the Secure Account Value ($77,625.00) and the Growth Account Value ($28,500.00). The result is then

multiplied by the free annual withdrawal amount ($10,000.00) to determine the free annual withdrawal

amount available in connection with a withdrawal from the Growth Account ($2,685.51).

Third, we calculate the amount of the partial withdrawal to be taken from each Risk Control Account. We

determine the gross partial withdrawal amount for each Risk Control Account on a proportional basis

based on the Contract Value held in each Risk Control Account. We determine the portion of the gross

partial withdrawal to be taken from the Secure Account by multiplying the percentage of Contract Value

held in the Secure Account by the gross partial withdrawal amount ($50,000.00), which equals

$36,572.44.

We follow the same steps in determining the amount of the gross partial withdrawal to be taken from the

Growth Account at the time of the partial withdrawal. We determine the portion of the gross partial

withdrawal to be taken from the Growth Account by multiplying the percentage of Contract Value held in

the Growth Account by the gross partial withdrawal amount ($50,000.00), which equals $13,427.56.

Fourth, we determine the amount of the gross partial withdrawal that may be subject to a Surrender

Charge and MVA for each Risk Control Account. We do this by subtracting the free annual withdrawal

amount available from the Risk Control Account from the gross partial withdrawal amount for the Risk

Control Account. For the Secure Account, the gross partial withdrawal amount ($36,572.44) minus the

portion of free annual withdrawal amount available from the Secure Account in connection with the partial

withdrawal ($7,314.49) equals $29,257.95. For the Growth Account, the gross partial withdrawal amount

($13,427.56) minus the portion of free annual withdrawal amount available from the Growth Account in

connection with the partial withdrawal ($2,685.51) equals $10,742.05.

Fifth, we determine the amount of the Surrender Charge that would be deducted from the gross partial

withdrawal amount for each Risk Control Account. We do this by multiplying the amount of the gross

partial withdrawal that may be subject to a Surrender Charge by the applicable Surrender Charge

percentage for each Risk Control Account. For the Secure Account, the amount of the gross partial

withdrawal subject to a Surrender Charge ($29,257.95) multiplied by the Surrender Charge percentage

(9%) equals $2,633.22. For the Growth Account, the amount of the gross partial withdrawal subject to a

S-5

Surrender Charge ($10,742.05) multiplied by the Surrender Charge percentage (9%) equals $966.78. The

total Surrender Charge deducted in connection with the partial withdrawal equals $3,600.00 ($2,633.22

plus $966.78).

Sixth, we determine the MVA that would be applied to the gross partial withdrawal amount for each Risk

Control Account. For each Risk Control Account, we do this by dividing the amount of the gross partial

withdrawal that may be subject to an MVA by the sum of 1 plus the cumulative Index Interest Rate

credited to date in the current Contract Year and multiply the result by the Market Value Adjustment factor

(“MVAF”). (The MVAF is equal to (((1 + I + K) / (1 + J + L))^N) – 1 and for this example is equal to

-0.0778.) For the Secure Account, we would divide $29,257.95 by 1.035 then multiply the result by

-0.0778 which equals a negative MVA of $2,198.25. For the Growth Account, we would divide $10,742.05

by 1.14 then multiply the result by -0.0778 which equals a negative MVA of $732.75. The total MVA

applied in connection with the partial withdrawal is a negative MVA of $2,931.00 (-$2,198.25 plus

-$732.75).

The amount of the net partial withdrawal paid the Owner from each Risk Control Account equals the gross

partial withdrawal amount less the Surrender Charge and MVA. For the Secure Account, that equals

$36,572.44 - $2,633.22 - $2,198.25 or $31,740.97. For the Growth Account, that equals $13,427.56 -

$966.78 - $732.75 or $11,728.03. The total net partial withdrawal paid the Owner is $43,469.00

($31,740.97 plus $11,728.03).

The Contract Value remaining in each Risk Control Account after the partial withdrawal equals the

Contract Value in the Risk Control Account at the beginning of the Contract Year plus any Credited

Indexed Interest and less the gross partial withdrawal amount. For the Secure Account, that equals

$75,000.00 + $2,625.00 - $36,572.44 or $41,052.56. For the Growth Account, that equals $25,000.00 +

$3,500.00 - $13,427.56 or $15,072.44. The total Contract Value in both Risk Control Accounts after the

partial withdrawal is $56,125.00 ($41,052.56 plus $15,072.44).

Example 2 – Partial Withdrawal with Positive MVA

Assume the following information at the time of partial withdrawal 1.5 years after the Contract Issue Date:


Gross partial withdrawal	$50,000.00
Closing S&P 500 Index Value	1,200.00
J = 8.5 Year Constant Maturity Treasury Rate	3.00%
L = The BofAML 1-10 Year U.S. Corporate Constrained Index Asset Swap Spread	0.85%
N = Years Remaining in Initial Index Period	8.50 Years
Surrender Charge Percent	9.00%

We take the following steps to determine the net partial withdrawal amount (excluding taxes) payable to

the Owner.

First, we determine Credited Index Interest and Contract Value for each Risk Control Account at the time

of the partial withdrawal. With respect to the Secure Account, because the Closing Index Value is greater

than the Initial Index Value multiplied by the sum of 1 + the Cap, Credited Index Interest equals the

Contract Value held in the Secure Account ($75,000) multiplied by the Initial Index Rate Cap (3.50%) or

$2,625.00. We then add the Credited Index Interest ($2,625.00) to the Contract Value in the Secure

Account ($75,000) to determine the Contract Value in the Secure Account at the time of partial withdrawal

($77,625.00).

S-6

We follow the same steps in determining Credited Index Interest and Contract Value for the Growth

Account at the time of the partial withdrawal. With respect to the Growth Account, because the Closing

Index Value is greater than the Initial Index Value multiplied by the sum of 1 + Cap, Credited Index

Interest equals the Contract Value held in the Growth Account ($25,000) multiplied by the Initial Index

Rate Cap (14.00%) or $3,500.00. We then add the Credited Index Interest ($3,500.00) to the Contract

Value in the Growth Account ($25,000.00) to determine the Contract Value in the Growth Account at the