As filed with the Securities and Exchange Commission on December 20, 2017
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
Registration Statement Under the Securities Act of 1933
_______________________
MEMBERS Life Insurance Company
(Exact name of registrant as specified in its charter)

 As filed with Securities and Exchange Commission on April 5, 2022

File No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

Registration Statement Under the Securities Act of 1933

MEMBERS Life Insurance Company

(Exact name of Registrant as specified in its charter)

IOWA631139-1236386
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial(I.R.S. Employer
incorporation or organization)
Classification Code Number)
(I.R.S. Employer Identification No.)

2000 Heritage Way
Waverly, Iowa 50677
(319) 352-4090
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
Ross Hansen, Esq.
MEMBERS Life Insurance Company
2000 Heritage Way
Waverly, Iowa 50677
(319) 352-4090
(Name, address, including zip code, and telephone number, including area code, 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

2000 Heritage Way

Waverly, Iowa 50677-9202

(319) 352-4090

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

of Registrant’s principal executive offices)

Jennifer Kraus-Florin, Esq.

MEMBERS Life Insurance Company

2000 Heritage Way

Waverly, Iowa 50677-9202

(319) 352-4090

(Name, address, including zip code, and telephone number, including area code, 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 dateDate of commencement of proposed sale to the public:Proposed Public Offering: As soon as practicable after the effective date of this registration statement becomes effective.Registration Statement.

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

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

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

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

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

Large accelerated filero Accelerated filero
   
Non-accelerated filer  x Smaller reporting companyo
Emerging Growth Companyo

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 the Securities Act.o


Calculation of Registration Fee
Title of each
class of securities
to be registered
Amount to be
registered
Proposed
maximum offering
price
per unit
Proposed
maximum
aggregate offering
price
Amount of
registration fee
Single Premium
Deferred Annuity
Contract
**$2 billion$249,000.00

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

Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this Registration Statement include unsold securities previously registered for sale pursuant to Registrant’s Registration Statement on Form S-1 (File No. 333-210491), which was filed initially on March 30, 2016 as updated by a post-effective amendment on March 31, 2017 which was declared effective on April 28, 2017 (“Registration Statement No. 1”). Registration Statement No. 1 registered securities of the Registrant with a maximum aggregate offering price of $1,000,000,000 of which approximately $___________ of such securities registered on Registration Statement No. 1 remain unsold. The unsold securities from Registration Statement No. 1 (and associated filing fees paid) are being carried forward to this Registration Statement. Pursuant to Rule 415 (a)(6), the offering of unsold securities under the prior Registration Statements will be deemed terminated as of the date of effectiveness of this Registration Statement.

The registrant hereby amends this registration statement on such date or dates as may be necessary toTHE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)section 8(A) of the Securities Actsecurities act of 1933 or until the registration statement shall become effective on such date as the Securitiessecurities and Exchange Commission,exchange commission, acting pursuant to said Section 8(a)section 8(A), may determine.MAY DETERMINE.


MEMBERS® ZoneHorizon II Flexible Premium Deferred Variable
and Index Linked Annuity

MEMBERS Horizon Variable Separate Account

Issued by:

MEMBERS Life Insurance Company

2000 Heritage Way

Waverly, Iowa 50677

Telephone number: 800-798-5500

Offered Through: CUNA Brokerage Services, Inc.

May 1, 2022

This Prospectus describes the MEMBERS® Zone Horizon II Flexible Premium Deferred Variable and Index Linked Annuity, an individual or joint owned, singleflexible premium variable and index-linked deferred index annuity contract (the “Contract”) issued by MEMBERS Life Insurance Company (the “Company”, “we”, “us”, or “our”). Capitalized terms used in this Prospectus and not otherwise defined have the meanings set forth in the “Glossary.”

The Contract, which you may purchase with an initial Purchase Payment that is at least $5,000, is designed primarily for individuals, corporations, financial institutions, trusts, and certain retirement plans that qualify for the special federal income tax treatment as well as those that do not qualify for such treatment.associated with annuity contracts. The Contract offers youprovides for the ability to allocateaccumulation of retirement savings by allocating your monies among two interest crediting options, accumulate interest earnings under the Contractvarious Variable Subaccounts and/or Risk Control Accounts, and receive income payments.also offers a number of payout options. The Contract is not ana complex insurance and investment invehicle. You should speak with a financial professional about the stock market or in any securities index.Contract’s features, benefits, risks and fees, and whether it is appropriate for you based upon your financial situation and objectives. The Prospectus describes all material rights and obligations of Owners, including all state variations.

You may purchase

The variable annuity portion of the Contract withis supported by the assets of the MEMBERS Horizon Variable Separate Account, a single Purchase PaymentSeparate Account of the Company, which is divided into Variable Subaccounts that is at least $5,000.each invest in an underlying Fund. You may allocate your Purchase PaymentPayments among one or more Variable Subaccounts, and your investment results in a Variable Subaccount will depend on the investment performance of the related Fund. You bear the entire investment risk of any amounts you allocate to the Variable Subaccounts. There is a Variable Subaccount that invests in each of the Funds. This Prospectus is accompanied by a current prospectus for each such Fund. You should read a Fund’s prospectus carefully before investing. Additional information about each Fund is provided in “Appendix A” of this Prospectus.

The index-linked portion of the Contract is supported by the assets of a non-registered Separate Account of the Company which has been established to support the Company’s obligations with respect to the Risk Control Accounts. You may allocate your Purchase Payments to one or more Risk Control Accounts. The Risk Control Accounts do not involve an investment in any underlying Fund, and instead are based in part on the investment experience of external Indices. Each Risk Control Account has a reference Index. We currently offer two reference indices; the (S&P 500 Price Return Index) S&P 500 and the (MSCI EAFE Price Return Index) MSCI EAFE. Each Risk Control Account has two investment options, – thea Secure Account Option and thea Growth Account (the “Risk Control Accounts”). ForOption. We credit interest under each Risk Control Account we credit interest based in part on the performance of the reference Index, subject to the applicable Index Rate Cap and Index Rate Floor. Each Risk Control Account Anniversary prior to the Risk Control Account Maturity Date starts a new year for purposes of calculating index interest. When funds are withdrawn from a Risk Control Account prior to the Risk Control Account Anniversary for a surrender, partial withdrawal, transfer, annuitization or payment of the Death Benefit, index interest is calculated up to the date of withdrawal. It is possible that you will not earn any interest in the Risk Control Accounts. Contract Value allocated to a Risk Control Account must remain in such Account for the entire Risk Control Account Period to avoid imposition of a Surrender Charge and a Market Value Adjustment. Each Risk Control Account Period is six years. Only one Risk Control Account Period can be in force at any time. This would allow for both a Secure Account and Growth Account for both reference Indices (the S&P 500 Price Index (the “Index”) overand the MSCI EAFE Index) to be established for the same Risk Control Account Period. However, once a Risk Control Account(s) is in force, new Risk Control Accounts cannot be established until the termination of the existing Risk Control Accounts on the Risk Control Account Maturity Date. Accordingly, no additional values can be transferred into a Risk Control Account and no additional Purchase Payments can be allocated to a Risk Control Account until the end of the current Risk Control Account Period.

The Secure Account option has an Index Rate Floor of 0%. The Index Rate Floor protects amounts allocated to the Secure Account from declines in the external Indices. This means that negative investment performance of the applicable Index would not reduce your Risk Control Account Value. The Secure Account provides your Risk Control Account Value the most protection from negative investment performance of the reference Index. The Growth Account option has an Index Rate Floor of -10%. This means that negative investment performance of the applicable reference Index could result in a negative Index rate of return that would reduce your Risk Control Account Value. However, Risk Control Account Value will not decline by more than 10% as a result of Index performance for any one-year period. We hold reservesperiod even if Index performance is less than -10%. In return for accepting some risk of loss to your Risk Control Account Value allocated to the Growth Account, the Index Rate Cap for the Growth Account is higher than the Index Rate Cap for the Secure Accounts, which allows for the potential for greater increases to your Risk Control Account Value allocated to the Growth Account. The Index Interest Rate Caps place a limit on the positive performance of an Index and therefore limit the amount of Index Interest that can be credited to an Owner’s investment in a Risk Control Account. The Index Interest Rate Cap will never be less than 1% for either Risk Control Accounts. For funds allocated to the Growth Account there is a risk of loss of your principal and any previously credited interest because each year you agree to absorb all losses less than or equal to the applicable Index Rate Floor. In addition, if the performance of the reference Index equaled or approached the Index Rate Floor, the deduction of Contract charges and Cap guarantees forthe deduction of Surrender Charges, a Market Value Adjustment and Federal Income Tax Penalties could result in a reduction of Contract Value greater than if only the Index Rate Floor applied.

Purchase Payments and transfer amounts allocated to eacha Variable Subaccount or Risk Control Account are held in a separate account (the “Separate Account”).insulated Separate Accounts, the assets of which are not chargeable with liabilities arising out of any other business that we conduct. Our General Account assets are also available to meet the guarantees under the Contract as well as our other general obligations. The guarantees in this Contract are subject to the Company’s financial strength and claims-paying ability.

We may offermake available additional Variable Subaccounts and Risk Control Accounts in the future. Not all Variable Subaccounts, Risk Control Accounts, or Risk Control Account Periods may be available in all markets where we offer the Contract.

Each Purchase Payment has an individual Surrender Charge schedule which begins when the Purchase Payment is credited to your Contract and continues for six years. If you surrender your Contract or take a partial withdrawal during the Initial Index Period,six years following allocation of a Purchase Payment, we will apply a Surrender Charge and a Market Value Adjustment (“MVA”) to the amountPurchase Payment being surrendered or withdrawn that is in excess of the free annual withdrawal amount unless you qualify for the Nursing Home or Hospital waiver or terminal illnessTerminal Illness waiver, described in this Prospectus. The maximum Surrender Charge is 9% of the Prospectus. See “feesPurchase Payment withdrawn. Not all waiver benefits are available in all states. The terms under which the Surrender Charge will be waived may vary in some states and charges” on page __, “market value adjustment” on page __ and “accessare described in “Appendix C” of this prospectus. All other state Contract variations are also described in Appendix C. Please review Appendix C for any variations from standard Contract provisions that may apply to your money”Contract based on page __.the state in which your Contract was issued. If you surrender your Contract or take a partial withdrawal during the Accumulation Period, your Risk Control Account Value (if any) will be subject to a Market Value Adjustment. A surrender or partial withdrawal from a Risk Control Account on its Risk Control Account Maturity Date will not be subject to a Surrender Charge or Market Value Adjustment. See “Fees and Expenses,” “Market Value Adjustment,” and “Access to Your Money.” The MVAMarket Value Adjustment may be either positive or negative, which means the MVAMarket Value Adjustment may increase or decrease the amount you receive upon surrender or partial withdrawal. If the Market Value Adjustment is negative, you may lose a portion of your principal and previously credited interest.

You have the right to cancel your Contract. If you are a new purchaser of a Contract, you may cancel your Contract within 10 days of receiving it without paying fees or penalties. In some states, this cancellation period may be longer. If you cancel your Contract, you will receive either a full refund of the amount you paid with your application or your total Contract value. You should review this prospectus, or consult with your investment professional, for additional information about the specific cancellation terms that apply. See “Getting Started – The Accumulation Period – Right to Examine.”

There are risks associated with the Contract.These risks include liquidity risks, investment risks, market risks, companyCompany risks, and interest rate risks. Also, a Market Value Adjustment, and Surrender Charges, and an MVA may apply for a number of years, so that the Contract should only be purchased for the long-term. Under some circumstances, you may receive less than the sum of your Purchase PaymentPayments and lose previously credited interest under the Contract. In addition, partial withdrawals and surrenders will be subject to income tax and may be subject to a 10% Internal Revenue Service (“IRS”) penalty tax if taken before age 59½. Accordingly, you should carefully consider your income and liquidity needs before purchasing a Contract. It is also possible that you will not earn any interest in the Risk Control Accounts.Additional information about these risks appears under “highlights”“Principal Risks of Investing in the Contract on page __, “access to your money” on page __,21, as well as under “Fees and “federal income tax matters” on page __.

Expenses,” and “Federal Income Tax Matters.” Please note that you could lose significantly more than 10% of your investment in a Risk Control Account under the Contract. For example, if you invested $10,000 in thewith a 1.50% Contract Fee and allocated your investment to the Growth Account and the Index then declined by 10% or more in each of three consecutive years, your investment in the Contract at the end of the third year would be equal to $7,290.$6,932. If you surrendered the Contract at the end of that third year, you would pay a Surrender Charge equal to 8%7% of your investment or $525$700 which would leave you with $6,765.$6,232. That amount would be reduced further if a negative MVA applied. In addition, if you were age 59½ or younger at the time of the surrender, a ten percent tax penalty of $677$623 would apply and would reduce the amount you would have from the Contract to $6,088.$5,608. This example, however, does not take into account your ability to allocate some or all of your initial investment to the Secure Account which has a floor that protects amounts allocated to that Account


from declines in the Index.

The example also does not take into accountCompany has the right to refuse or limit the amount and frequency of additional Purchase Payments allocated under the Contract and to refuse or limit the amount and frequency of additional Purchase Payments that may be allocated to the Risk Control Accounts. If we exercise this right, it will limit your ability to transfer some or all of your investment tomake further investments in the Secure Account afterContract and increase Contract Values and the first and second year.Death Benefit through additional Purchase Payments.

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

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

NeitherAdditional information about certain investment products, including variable annuities, has been prepared by the Securities and Exchange CommissionCommission’s staff and is available at investor.gov/.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy ofdetermined if this Prospectus.Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

An investment in this Contract is The Contracts are not a bank deposit and is not insured or guaranteed by any bank or 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 and prior earnings.

The date of this Prospectus is May 1, 2018


TABLE OF CONTENTS

TABLE OF CONTENTSGLOSSARY
6
GLOSSARYIMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE MEMBERS® HORIZON II FLEXIBLE PREMIUM DEFERRED VARIABLE AND INDEX LINKED ANNUITY1
11
HIGHLIGHTSOVERVIEW OF THE CONTRACT414

How Your Contract Works

4

Contract Charges

6

Change of Annuitant Endorsement Charge

7

Benefits of Your Contract

7

Risk Factors

8

Other Important Information You Should Know

9
14
Contract Features15
TABLE OF FEES AND EXPENSES17
FEES AND EXPENSES19
PRINCIPAL RISKS OF INVESTING IN THE CONTRACT22
the GENERAL ACCOUNT23
GETTING STARTED – THE ACCUMULATION PERIOD1025

Purchasing a Contract

1025

Tax-Free “Section 1035” Exchanges

1025

Owner

1126

Divorce

Annuitant
1126

Beneficiary

1127

Right to Examine

1127
Thirty Day Period to Discontinue Initial Risk Control Accounts27
Contract Value28
ALLOCATING YOUR PURCHASE PAYMENTS28
Purchase Payment28
Purchase Payment Allocation28
Express Portfolios30
Automatic Rebalance Program30
Transfers30
VARIABLE SUBACCOUNT OPTION31
Funds32
Availability of the Funds33
Addition, Deletion, or Substitution of Investments34
Frequent Transfers Procedures34
Fund Frequent Trading Policies35
Voting Rights35
Variable Subaccount Value36
RISK CONTROL ACCOUNT OPTION37
Risk Control Account Value38
Risk Control Account Maturity Date45
Holding Account Value46
MARKET VALUE ADJUSTMENT48
Purpose of the Market Value Adjustment48
Application and Waiver49
Market Value Adjustment Formula50
ACCESS TO YOUR MONEY51
Partial Withdrawals51
Surrenders51
Right to Defer Payments52
benefits available under the contract53
Death Benefit53
Express Portfolios57
Automatic Rebalance Program58
Systematic Withdrawals59

  
ALLOCATING YOUR PURCHASE PAYMENT11
AUTOMATIC REBALANCE PROGRAM12
CONTRACT VALUE12
RISK CONTROL ACCOUNTS13
MARKET VALUE ADJUSTMENT18
SURRENDER VALUE21
FEES AND CHARGES21

Surrender Charge

21

Change of Annuitant Endorsement Charge

22

Other Information

22
ACCESS TO YOUR MONEY23

Partial Withdrawals

23

Free annual withdrawal amount

23

Waiver of Surrender Charges

23

       Nursing Home or Hospital Waiver

23

       Terminal Illness Waiver

24

Surrenders

24

Partial Withdrawal and Surrender Restrictions

24

Right to Defer Payments

24

Bailout Provision

25
DEATH BENEFIT25

Death of the Owner

25

Death of Annuitant While the Owner is Living

26

Death Benefit Payment Options

26

Death of Owner or Annuitant After the Payout Date

26

Abandoned Property Requirements

27
INCOME PAYMENTS – THE PAYOUT PERIOD27

Payout Date

27
i

Terms of Income Payments

27
60
INCOME PAYMENTPAYOUT OPTIONS28

Election of an Income Payment Option

28

Options

28
61
FEDERAL INCOME TAX MATTERS2962

Tax Status of the Contracts

2962

Taxation of Non-Qualified Contracts

2963

Taxation of Qualified Contracts

3164

Federal Estate Taxes, Gift and Generation-Skipping Transfer Taxes

3265

Medicare Tax

3266

Same-Sex Spouses

3266

Annuity Purchases By Nonresident Aliens and Foreign Corporations

3266

Possible Tax Law Changes

33
66
OTHER INFORMATION3367
Important Information about the Indices67

Distribution

of the Contract
3369

Cyber Security

34

Authority to Change

3470

Incontestability

3470

Misstatement of Age or Gender

34

Conformity with Applicable Laws

34

Reports to Owners

35

Change of Address

35

Inquiries

35
70
Legal Proceedings71
CORPORATE HISTORY OF THE COMPANY35

Financial Information

36

Investments

36

Reinsurance

36

Policy Liability and Accruals

36
71
POTENTIAL RISK FACTORS THAT MAY AFFECT OUR BUSINESS AND OUR FUTURE RESULTS73
RESULTS37
SELECTED FINANCIAL DATA41
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS78
OPERATIONSMANAGEMENT42

Cautionary Statement Regarding Forward-Looking Information

42

Overview

42

Critical Accounting Policies

42

Financial Condition

43
91
MANAGEMENT43

Directors and Executive Officers

43
91
FINANCIAL STATEMENTSTransactions with Related Persons, Promoters and Certain Control Persons52
92
APPENDIX A: EXAMPLES OF THE PARTIAL WITHDRAWALS, FULL SURRENDER, AND THEExecutive Compensation94
FINANCIAL STATEMENTS95
APPENDIX A: PORTFOLIO COMPANIES AVAILABLE UNDER THE CONTRACTA-1
APPENDIX B: EXAMPLES OF PARTIAL WITHDRAWALS AND FULL SURRENDER WITH APPLICATION OF SURRENDER CHARGE AND MARKET VALUE ADJUSTMENTB-1
APPENDIX C: STATE VARIATIONSA-1C-1

The Contract 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.


iiGLOSSARY


glossary

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

Accumulation Period1940 Act – The Investment Company Act of 1940, as amended.

Accumulation Credit – A unit of measure used to calculate Risk Control Account Value.

Accumulation Credit Factor – A dollar value for each Accumulation Credit in a Risk Control Account on a given Business Day.

Accumulation Period is– The phase of the period of time that: (a)Contract that begins on the Contract Issue Date as statedand ends on your contract data page; and (b) continues until the Payout Date, unlessor the date the Contract is terminated.terminated if earlier.

Accumulation Unit – A unit of measure used to calculate Variable Subaccount Value.

Accumulation Unit Value – A dollar value for each Accumulation Unit in a Variable Subaccount on a given Business Day.

Adjusted Index Value – The InitialClosing Index Value adjusted for the Index Interest Rate Cap or Index Interest Rate Floor for the current ContractRisk Control Account Year.

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

Age– Age as of last birthday.

Allocation Level – Specific levels identified in your Contract for the sole purpose of administering allocation instructions according to the requirements of the Contract.

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

Authorized Request – A signed and dated request that is in Good Order. A request to change your allocation instructions must be signed by all Owners. A request to change a party to the Contract, change the Payout Date or request a partial withdrawal or full surrender of the Contract must be signed by all Owners and any irrevocable Beneficiary or an assignee.

Automatic Rebalance Program – A program to automatically transfer values betweenamong the Risk Control Accounts and/or Variable Subaccounts to achieve the balance of Contract Value equal to the allocation percentagesAllocation Levels you requested. The Automatic Rebalance Program is only in effect during the Initial Index Period.

Bailout Provision– If the Index Interest Rate Cap for your Risk Control Account is set below the bailout rate prominently displayed on your contract data pageContract Data Page attached to the front of the cover page of the Contract, the Bailout Provision allows you to make a withdrawal of some or all oftransfer the ContractRisk Control Account Value attributable tofrom that Risk Control Account without a Surrender Charge and without any MVA during the Initial Index Period.30-day period following the Risk Control Account Anniversary. A Market Value Adjustment will not apply to such transfer.

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 andthat the New York Stock Exchange areis open for business. The Companytrading. All requests for transactions that are received at our Administrative Office in Good Order on any Business Day prior to market close, generally 4:00 P.M. Eastern Time, will be closedprocessed as of the end of that Business Day. However, with respect to a subaccount no valuation may be made on days that the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmassubaccount’s corresponding fund does not value it’s share.

Closing Index Value – The closing value for an Index as of a Business 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.

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 ZoneHorizon II Flexible Premium Deferred Variable and Index Linked Annuity, an individual or joint owned, singleflexible premium deferred variable and index-linked 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. If a Contract Anniversary does not fall on a Business Day, any transactions required as of that date will be processed on the next Business Day but will be effective as of that Contract Anniversary.

Contract Fee – A fee assessed against Contract Value allocated to the Variable Subaccounts and the Risk Control Accounts. The portion of the fee assessed to the Variable Subaccounts equals a percentage of the average daily value of the assets of the Variable Subaccounts to which the Variable Subaccount Value is allocated. The portion of the fee assessed to the Risk Control Accounts equals a percentage of the Accumulation Credit Factor for the Risk Control Account at the start of a Risk Control Account Year. The Contract Fee is shown on your Contract Data Page. This fee compensates us for the expenses, expense risk, and mortality risk assumed by us.

Contract Issue Date– The date from whichwe use to determine Contract Years and Contract Anniversaries are determined. The Contract Issue Date is shown on your contract data page.Anniversaries.

Contract Value– The currenttotal value of your annuity as provided under this Contract during the Accumulation Period. Contract Value will be impacted byAll values are calculated as of the Credited Index Interest, which may be positive or negative.

end of a Business Day.

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

Credited Index InterestData PageThe amount of Index Interest credited on eachPages attached to your 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 usedthat describe certain terms applicable to determine the index interest to be applied to Contract Value.your specific Contract.

Death Benefit – The Return of Purchase Payment Death Benefit Endorsement is attached to this Contract. It provides a Death Benefit of the greater of Contract Value adjusted for Credited Index Interest as of the date death benefitsDeath Benefits are payable.payable or total Purchase Payments adjusted for withdrawals. We do not apply the Surrender Charge or MVAMarket Value Adjustment in determining the death benefitDeath Benefit payable.

1


Due Proof of DeathEarnings – Your Contract Value minus Purchase Payments not previously withdrawn.

Frequent Transfers ProceduresProof of death satisfactoryPolicies and procedures that we have adopted in order to us. Such proof may consist oftry to protect Owners and the following if acceptable to us: a) a certified copy of the death record; b) a certified copy of a court decree reciting a finding of death; c)Funds from potentially harmful trading activity.

Fund – Each investment portfolio or any other proof satisfactory to us.open-end management investment company or unit investment trust in which a Variable Subaccount invests.

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

Good OrderAll necessary documents and forms that are complete andA request or transaction generally is considered in "Good Order" if we receive it in our possession. ToAdministrative Office within the time limits, if any, prescribed in this Prospectus for a particular transaction or instruction, it includes all information and supporting legal documentation necessary for us to execute the requested instruction or transaction, and is signed by the individual or individuals authorized to provide the instruction or engage in the transaction. A request or transaction may be rejected or delayed if not in “Good Order,” anGood Order. This information and documentation necessary for a transaction or instruction must be sufficiently clear sogenerally includes, to the extent applicable: the completed application or instruction form; your contract number; the transaction amount (in dollars or percentage terms); the names and allocations to and/or from the Funds affected by the requested transaction; the signatures of all Owners (exactly as indicated on the Contract), if necessary; Social Security Number or Tax I.D.; and any other information or supporting documentation that we do not needmay require, including any consents. With respect to exercisePurchase Payments, Good Order also generally includes receipt by us of sufficient funds to effect the purchase. We may, in our sole discretion, determine whether any discretion to follow such instructionsparticular transaction request is in Good Order, and any payment amount must meet our minimum requirements to complete the request. Wewe reserve the right to change from time to time, our requirements for what constitutesor waive any Good Order requirement at any time. If you have any questions, you should contact us or your financial professional before submitting the form or request.

Holding Account – An account that holds each Purchase Payment pending investment in a Risk Control Account. The Holding Account cannot be elected as an Investment Option. There are two holding accounts: a fixed Holding Account and which documents, formsa money market Holding Account. The fixed Holding Account is part of our General Account and payment amounts are requiredis used in orderall states where the Contract is available for us to complete your request. We will provide yousale except Missouri. The money market Holding Account is a written noticevariable subaccount and is used only for Contracts issued in the state of any changeMissouri.


Holding Account Value – The value of the Contract in our requirements for what constitutes “Good Order” at least 10 days in advance of such change.the Holding Account.

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

Income PaymentPayout OptionAn option to receive income payments duringThe choices available under the Payout Period.Contract for payout of your Contract Value.

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

Index, InterestIndices InterestThe reference index (or indices) we calculate that is baseduse in part ondetermining interest credited to the performance of an Index.Risk Control Account Value.

Index Interest Rate Cap– The maximum indexannual Index rate of return the Company will use in calculating interest rate that we may usecredited to determine CreditedRisk Control Account Value for a Risk Control Account Year. The Index Interest. We may change this rate atRate Cap does not reflect deduction of the beginning of a Contract Year.Fee.

Index Interest Rate Floor– The minimum indexannual Index rate of return the Company will use in calculating interest rate that we may usecredited to determine the Credited Index Interest. This rate will equal the initial Index Interest Rate Floor shown on your contract data page and will not change duringRisk Control Account Value for the life of yourthe Contract. The Index Interest Rate Floors forFloor does not reflect deduction of the Secure Account and Growth Account are currently 0% and -10% respectively.Contract Fee.

Initial Index Value – The index value for the reference Index as of the beginningstart of the current Contracta Risk Control Account Year.

Initial Index Period – The period beginning on the Contract Issue Date and ending on the Initial Index Period Expiration Date. This period coincides with the Surrender Charge Period. See “fees and charges” for more details.

Initial Index Period Expiration Date – The last day of the Initial Index Period which coincides with the expiration of the Surrender Charge Period.

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

Issue DateInvestment Options – The date onchoices available under this Contract for allocation of your Purchase Payment(s) and Contract Value. Choices include the Risk Control Accounts (“Risk Control Account Option”) and the Variable Subaccounts (“Variable Subaccount Option”).

Irrevocable Beneficiary – A Beneficiary who has certain rights which we issuecannot be changed unless he or she consents to the Contract. We will only issue the Contract on the 10th and 25th of each month, unless the day falls on a non-business day. See “Business Day” definition for more details.change.

Market Value Adjustment (“MVA”)AnThe amount of an adjustment that we will make to the amount you receive if you surrender the Contract(increase or take a partial withdrawal during the Initial Index Period. The MVA helps offset our costs and risks of owning fixed income and other investments used to back the guarantees under your Contract from the Contract Issue Date to the date you surrender the Contract or take a partial withdrawal. The MVAdecrease) that may be either positive or negative. This means that the MVA may increase or decrease the amount payableapplied to you upona full surrender or partial withdrawal.withdrawal from a Risk Control Account, also referred to as the MVA.

Market Value Adjustment Index (Indices)Multiple Source Waiting Period – The index (indices) thatmaximum period of time we usewill wait for multiple sources of payment to determinebe received by us prior to allocation to a Risk Control Account. It applies only to the ratessources of interest used in calculating the MVA.payment indicated on your application. The Multiple Source Waiting Period cannot be longer than six months.

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

Nursing Home – A facility that is licensed and operates as a nursing facility according to the law of the jurisdiction in which it is located.

Owner– The person(s) (or entity) who owns thisthe Contract and whose death determines the Death Benefit. The Owner is also the person(s) (or entity) who receives income payments during the Payout Period while the Annuitant is living. 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.Contract. The Owner may exercise all rights and options stated in thisthe Contract, subject to the rights of any irrevocable Beneficiary.Irrevocable Beneficiary or assignee. The Owner is also referred to as “you” or “your.”

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

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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 makingthe first income paymentspayment is paid from the Contract to the Payee from the Contract.Owner.

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

Pro Rata – A method of allocating, withdrawing or transferring values across all Variable Subaccounts and/or Risk Control Accounts that is proportional to the value in each.

Proof of Death – 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.

Purchase PaymentThe initial payment that we require to issuePayment(s) made by or on behalf of the Owner for the Contract. We do not allow any payments under the Contract after the initial Purchase Payment.

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 AccountAn interest crediting option to which you may allocateA subdivision of the Risk Control Account Option wherein two accounts types are available: the Secure Account and the Growth Account. Each Risk Control Account has an Index Rate Cap and Index Rate Floor.


Risk Control Account Anniversary – The same day and month as a Risk Control Account Start Date for each year of a Risk Control Account Period. If a Risk Control Account Anniversary does not fall on a Business Day, any transactions required as of that date will be processed on the next Business Day.

Risk Control Account Daily Contract Fee – The Contract Fee divided by the number of days in the Risk Control Account Year and then multiplied by the Accumulation Credit Factor for the Risk Control Account at the start of a Risk Control Account Year.

Risk Control Account Maturity Date – The last day of a Risk Control Account Period. If a Risk Control Account Maturity Date does not fall on a Business Day, any transactions required as of that date will be processed on the next Business Day.

Risk Control Account Period – The period that begins on a Risk Control Account Start Date and ends on a Risk Control Account Maturity Date. Each Risk Control Account Period is six years.

Risk Control Account Start Date – The first day of a Risk Control Account Period. It must be a date that we offer as a Risk Control Account Start Date (as shown on your contract value.Contract Data Page). If a Risk Control Account Start Date does not fall on a Business Day, any transactions required as of that date will be processed on the next Business Day.

Risk Control Account Value – The amountvalue of the Contract Value allocated toin a Risk Control Account.

Risk Control Account Year – Any 12-month period beginning on a Risk Control Account Start Date or Risk Control Account Anniversary and ending on the next Risk Control Account Anniversary.

Risk Control Separate AccountThe Separate Account for the Risk Control Accounts.

SAI – The statement of additional information relating to the variable annuity aspect of the Contract.

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

SAP – The statutory accounting principles and practices prescribed by the insurance regulatory authorities in the Company’s state of domicile.

Separate Account A separatelegally insulated investment account that we established withinis maintained separately from our General Account. The Separate Account and underestablished for the laws of Iowa in which we hold reserves for our guarantees under the Contract. Our other General Account assets are also available to meet the guarantees under the Contract and our other general obligations. Thevariable portion of the assets of the separate account equal to the reserves and other contract liabilities with respect to the separate account will not be chargeable with liabilities arising out of any other business we may conduct. The Separate AccountContract is not registered under the Investment Company Act of 1940.1940 (the “1940 Act”), while the Separate Account established for the index-linked aspect of the Contract is not registered under the 1940 Act.

Spouse – The person to whom you are legally married. The term Spouse includes the person with whom you have entered into a legally-sanctioned same-sex marriage that grants you the rights, responsibilities, and obligations married couples have in accordance with applicable state laws. Individuals who do not meet the definition of Spouse may have adverse tax consequences when exercising provisions under this Contract. Additionally, individuals in other arrangements that are not recognized as marriage under the relevant state law will not be treated as married or as Spouses as defined in this Contract for federal tax purposes. Consult with a tax adviser for more information on this subject and before exercising benefits under the Contract.

Surrender Charge – The charge we assess when you surrenderassociated with surrendering either some or all of the Contract or make a partial withdrawal of Contract Value during the Initial Index Period.Value.

Surrender Charge Period – The number of Contract Years beginning on the date a Purchase Payment is credited to the Contract during which we may assess a Surrender Charge and apply an MVA if you surrender the Contract or take a partial withdrawal. This period coincides with the Initial Index Period See “fees and charges – Surrender Charge” for more details.

Surrender Value– The amount you are entitled to receive under thisif you elect to surrender the Contract in the event this Contract is terminated during the Accumulation Period. It

Terminally Ill, Terminal Illness – A life expectancy of 12 months or less due to any illness or accident.

Thirty Day Period to Discontinue Initial Risk Control Account – If a portion of the initial Purchase Payment is equalallocated to your Contracta Risk Control Account, a 30-day period beginning on the initial Risk Control Account Start Date will commence during which the Owner can discontinue the Risk Control Account(s) and transfer the entire Risk Control Account Value less any Surrender Chargesto the Variable Subaccounts without the application of a Market Value Adjustment.

Valuation Period – The period beginning at the close of one Business Day and adjustedcontinuing to the close of the next succeeding Business Day.

Variable Separate Account – The Separate Account for any MVA.the Variable Subaccounts.



Unadjusted IndexVariable Subaccount – A subdivision of the Variable Separate Account, the assets of which are invested in a corresponding Fund.

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

Written Request – A request in writing andContract in a form satisfactory to us signed byVariable Subaccount, including 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.money market Holding Account.


IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE MEMBERS® HORIZON II FLEXIBLE PREMIUM DEFERRED VARIABLE AND INDEX LINKED ANNUITY

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FEES AND EXPENSESLOCATION IN PROSPECTUS
Charges for Early Withdrawals

If you withdraw money from your Contract during the six years following allocation of a Purchase Payment you may be assessed a Surrender Charge of up to 9% of the Purchase Payment withdrawn in excess of the Annual Free Withdrawal Amount.

For example, if you were to surrender your Contract during the first Contract Year, you could pay a surrender charge of up to $8,100 on a $100,000 investment.

Withdrawals from Risk Control Accounts prior to the Risk Control Account Maturity Date will also be subject to a Market Value Adjustment which may be positive or negative and could result in the loss of principal and previously credited interest.

Fees and Expenses
Transaction ChargesIn addition to Surrender Charges and a Market Value Adjustment, you may also be charged for other transactions, such as transfers, wire transfers, use of express mail, providing a duplicate contract and information previously provided to you that requires research on our part.“Fees and Expenses”
Ongoing Fees and Expenses (annual charges)

The table below describes the fees and expenses that you may pay each year, depending on the options you choose. Please refer to your Contract specifications page for information about the specific fees you will pay each year based on the options you have elected.

“Fees and Expenses”
       
  Annual FeeMinimumMaximum  
  

Base Contract 

(“Contract Fee”)(1) 

1.50%1.50%  
  Investment Options (Fund fees and expenses)(2)0.07%1.14%  
       

(1) As a percentage of average daily Variable Subaccount Value or as a percentage of beginning of Risk Control Account Year Risk Control Account Value, adjusted for any withdrawals. We do not assess a Contract Fee against Contract Value held in the Holding Account. 

(2) As a percentage of Fund assets. 

Because your Contract is customizable, the choices you make affect how much you will pay. To help you understand the cost of owning your Contract, the following table shows the lowest and highest cost you could pay each year, based on current charges. This estimate assumes that you do not take withdrawals from the Contract, which could add surrender charges and a negative Market Value Adjustment that substantially increase costs.

Lowest Annual Cost: 

$1,364 

Highest Annual Cost: 

$2,305

Assumes: 

   Investment of $100,000 

   5% annual appreciation 

   Least expensive combination of Fund fees and expenses 

   No additional purchase payments, transfers or withdrawals 

Assumes: 

   Investment of $100,000 

   5% annual appreciation 

   Most expensive combination of Fund fees and expenses

   No additional purchase payments, transfers or withdrawals


RISKSLOCATION IN PROSPECTUS
Risk of LossYou can lose money by investing in the Contract, including loss of principal and previously credited interest because the Contract is designed to provide for the accumulation of retirement savings and income on a long-term basis.“Principal Risks of Investing in the Contract”
Not a Short-Term Investment

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

Withdrawals and surrenders may be subject to a Surrender Charge, a Market Value Adjustment and federal and state income taxes and tax penalties. Withdrawals will also reduce the Return of Purchase Payment Death Benefit, perhaps by significantly more than the amount of the withdrawal.

The benefits of tax deferral mean that the Contract is more beneficial if you have a long time horizon.

“Principal Risks of Investing in the Contract”

“Fees and Expenses”

“Market Value Adjustment”

“Federal Income Tax Matters”

Risks Associated with Investment OptionsAn 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 investment option, including the Holding Account, the Risk Control Accounts, and the Variable Subaccounts, has its own unique risks. You should review the investment options carefully before making an investment decision.

“Principal Risks of Investing in the Contract”

“Variable Subaccount Option”

“Risk Control Account Option”

“Appendix A”

Insurance Company RisksAn investment in the Contract is subject to the risks related to MEMBERS Life Insurance Company. Any obligations (including under the fixed Holding Account and the Risk Control Account options), guarantees, such as the Return of Purchase Payment Death Benefit, or benefits are subject to the claims-paying ability of the Company. 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”
RESTRICTIONSLOCATION IN PROSPECTUS
Investments

The Subaccount that invests in the Vanguard VIF Small Company Growth Portfolio is no longer available for new investments. However, Contract Owners with Contract Value already allocated to the Vanguard VIF Small Company Growth Subaccount can continue to invest in the Subaccount.

Contract Value in the Holding Account cannot be transferred to the Variable Subaccount options.

“Appendix A”

“Risk Control Account Option – Holding Account Value”

“Allocating Your Purchase Payments – Transfers” 


Partial withdrawals from the Risk Control Accounts are not permitted while there is Variable Subaccount Value, except for withdrawals from the Risk Control Accounts on the Risk Control Account Maturity Date (the end of each six-year Risk Control Account Period). Only one Risk Control Account Period can be in force at any time.

Contract Value in the Risk Control Accounts can only be transferred to the Variable Subaccount options on the Risk Control Account Maturity Date.

The Risk Control Account investment options are not available within six years of the Payout Date.

We reserve the right to make additions to, deletions from, or substitutions for the shares of a Fund that are held in the Variable Separate Account or that the Variable Separate Account may purchase, subject to applicable law.

We reserve the right to add or substitute an Index associated with the Risk Control Accounts.

We reserve the right, at our discretion, to restrict transfers into the Risk Control Account in the event the Index Rate Cap for your Risk Control Account is less than the rate specified in the Bailout Provision (as shown on your Contract Data Page). 

“Risk Control Account Option – Risk Control Account Maturity Date”

“Variable Subaccount Option – Addition, Deletion, or Substitution of Investments”

“Risk Control Account Option – Addition or Substitution of an Index”

Risk Control Account Option – Bailout Provision” 

Optional Benefits

Express Portfolios are only available at the time of purchase, and you must allocate all of your Purchase Payment to your selected Express Portfolio.

Systematic Withdrawals may be taken on a monthly, quarterly, semi-annual, or annual basis. The withdrawals must be at least $100 each. Unless taken to satisfy minimum required distributions, a Market Value Adjustment may be applied to Systematic Withdrawals taken from a Risk Control Account. If the Systematic Withdrawal exceeds the 10% Annual Free Withdrawal Amount, a Surrender Charge may also apply.

“Benefits Available Under the Contract – Express Portfolios”

“Benefits Available Under the Contract – Systematic Withdrawals”

TAXESLOCATION IN PROSPECTUS
Tax ImplicationsYou should consult with a tax professional to determine the tax implications of an investment in and Purchase Payments received under 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 tax penalties.“Federal Income Tax Matters”
CONFLICTS OF INTERESTLOCATION IN PROSPECTUS
Investment Professional Compensation

Some investment professionals 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.  

Other Information – Distribution of the Contract”

As a result of these compensation arrangements, these 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. 
highlightsExchangesSome investment professionals may have a financial incentive to offer you a new contract in place of the one you already own. You should only exchange your contract if you determine, after comparing the features, fees, and risks of both contracts, that it is better for you to purchase the new contract rather than continue to own your existing contract.Tax-Free ‘Section 1035’ Exchanges”

 OVERVIEW OF THE CONTRACT

The following is a “summary”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.

The Company is not an investment adviser and does not provide any investment advice to you in connection with your Contract.

How Your Contract Works

Purpose. Your Contract is an individual or joint owned, singleflexible premium variable and index-linked deferred annuity contract. There are two periodsThe Contract is designed for long-term investors and is not intended for someone who needs ready access to your Contract, an Accumulation Period and a Payout Period.cash. Your Contract can help you save for retirement because it can allow your Contract Value to earn interest from the Risk Control Accounts and/or gains from the Variable Subaccounts 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.

Note: When you purchase the

Contract youPeriods. There are not buying shares intwo periods to your Contract: an Accumulation Period and a securities index or shares of stock.Payout Period.

During the Accumulation Period of your Contract, you allocate your Contract Value to the Variable Subaccounts and/or the Risk Control Accounts, where interestAccounts. Each of these options is described below.

Each Variable Subaccount invests its assets solely in the shares or units of designated Funds. Depending on the performance of the Funds underlying the Variable Subaccounts selected by you, you could lose money. Additional information about each Fund is provided in “Appendix A” of this Prospectus.

The portion of Contract Value allocated to a Risk Control Account is credited if any, each Contract Yearwith interest based in part on the investment performance of the Indexexternal Indices (currently, the S&P 500 Composite Stock PriceIndex and the MSCI EAFE Index), subject to an Index Interest Rate Cap and Index Rate Floor that is unique to each Risk Control Account. 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 & Poors.Poor’s. The MSCI EAFE Index is a stock market index which is designed to measure the equity market performance of developed markets outside of the U.S. and Canada. The Indices can go up or down based on the stock prices of the 500 companies that comprise the applicable Index. TheNeither Index does not includeincludes dividends paid on the stocks comprising the Index and therefore does not reflect the full investment performance of the underlying stocks. We set theThe Index Interest Rate Caps at the Contract Issue Daterate of return is determined on each Risk Control Account Anniversary and upon each Contract Anniversary. Credited Index Interest may be less than zero, depending onis measured over the Risk Control Account Year. Index Interest is calculated on each Risk Control Account Anniversary. Because Index Interest is calculated at a single point in time, you elect. may experience negative or flat performance even though the Index experienced gains through some, or most, of the Index Period.

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

During the Payout Period of your Contract, you can elect to receive income payments by applying Contract Value to the Income Payment Optionsincome options offered in your Contract. The Payout Period begins on the Payout Date and continues while income payments are paid. When the Payout Period begins, you will no longer be able to make withdrawals. The Death Benefit terminates when the Contract is applied to an Income Payout Option.

Please call your registered representativefinancial professional or the Company at 1-800-798-5500 if you have questions about how your Contract works.

Contract Features

Purchase PaymentPayments.
You may purchase the Contract with a singlean initial Purchase Payment of $5,000 or more. Aat least $5,000. Additional Purchase PaymentPayments can be made during the Accumulation Period, subject to certain restrictions, but are not required. We reserve the right in our sole discretion to refuse additional Purchase Payments and to limit the amount and frequency of $1,000,000 or more requires our approval. We do not allow any paymentsadditional Purchase Payments under the Contract afteror that may be allocated to the initial Purchase Payment. Multiple Contracts owned by the same individual where the sum of the Purchase Payments exceed $1,000,000 also require our approval.

Allocation Options
There are two Risk Control Accounts the Secure Account and the Growth Account,at any time. See “Allocating Your Purchase Payments – Purchase Payment” for more details.


Allocation Options. There are four Allocation Levels for your Contract, among which you may allocate allyour Purchase Payment(s) and Contract Value: Level C (Contract Allocation Level), Level V (Variable Subaccount Allocation Level), Level I (Index Allocation Level), and Level R (Risk Control Allocation Level), each is described below.

At Level C, the allocation is split between the Variable Subaccounts and the Risk Control Accounts;

At Level V, the allocation is split among the Variable Subaccounts;

Level I only applies to Risk Control Accounts, and the allocation is split between Risk Control Accounts based on the reference Index; and

Level R only applies to Risk Control Accounts, and the allocation is split among Risk Control Accounts with the same reference Index.

Your Purchase Payments will be allocated according to your allocation instructions on file with us for the applicable Allocation Levels. See “Allocating Your Purchase Payments” for more details.

Express Portfolios. Rather than choosing amounts to be directed to particular Allocation Levels, you can select one of three model asset allocation portfolios or a portion“Express Portfolios” we make available. At the time you purchase the Contract, you may elect to allocate all of your Purchase PaymentPayments according to one of the Express Portfolios. Each Express Portfolio employs different investment styles and Contract Value. Bothallocates Purchase Payments among the Variable Subaccounts and Risk Control Accounts are available as allocation options during the Initial Index Period. Underto match a specified level of risk tolerance (e.g., conservative, moderate and aggressive). See “Allocating Your Purchase Payments – Express Portfolios” for more details.

Automatic Rebalance Program. The Automatic Rebalance Program, which applies to all Contracts and may not be terminated, automatically transfers values between Risk Control Accounts and/or Variable Subaccounts to return your Contract you chooseValues to the durationAllocation Levels on file with us. Transfers that occur pursuant to the Automatic Rebalance Program will not count towards the number of the Initial Index Period. We currently offer Initial Index Periods with durations of 5, 6, 7 or 10 years, but may reduce or increase the durations offered from timetransfers allowed in a Contract Year without incurring a transfer fee. Rebalancing occurs at set intervals depending on Allocation Level, subject to timecertain conditions. See “Allocating Your Purchase Payments – Automatic Rebalance Program” for new contracts that we issue. After the Initial Index Period, only the Secure Account will be available as an allocation option under the Contract. The Growth Account is not available after the Initial Index Period. For Contracts sold in the state of California, neither Risk Control Account is available after the Initial Index Period. After the Initial Index Period, the Owner must select either an Income Payment Option or a lump sum payment of Contract Value.more details.

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Variable Subaccount Option.You may allocate your Purchase PaymentPayments to eitherthe Variable Subaccount Option, which invests in the underlying Funds. The Funds currently available for investment are described in “Appendix A” to this Prospectus. Purchase Payments allocated to a Variable Subaccount become part of the total Variable Subaccount Value which fluctuates according to the investment performance of the selected Variable Subaccounts. See “Variable Subaccount Option” for more details.

Risk Control Account Option. Only one Risk Control Account can be in force at any time, which can include both a Secure Account and a Growth Account for each reference Index. Purchase Payments allocated to a Risk Control Account become part of the Risk Control Account Value and may be credited with interest based in part on the performance of the reference Index, subject to the applicable Index Rate Cap and Index Rate Floor. Once you have established a Risk Control Account you may not allocate your subsequent Purchase Payments or bothmake transfers to a new Risk Control Account until the existing Risk Control Account matures at the end of six years. You may not allocate subsequent Purchase Payments to existing Risk Control Accounts (other than during the Initial Index Period, subject30 days prior to the following restrictions.Risk Control Account Maturity Date). You must specifymay transfer between Risk Control Accounts with the percentagesame reference Index as of your Purchase Payment to be allocated to each Risk Control Account on the Contract Issue Date. The amount you direct to a particularAnniversary. You may allocate Risk Control Account must be in whole percentagesValue from 0% to 100%the maturity of the Purchase Payment and your total allocation must equal 100% of the Purchase Payment. If you do not indicate your allocations on the application, our Administrative Office will attempt to contact your adviser and/or you for clarification. We will not issue the Contract without your allocation instructions.

Please note that at any time the Index Interest Rate Cap for youra current Risk Control Account is less than the bailout rate specified on your contract data page, we may, at our discretion, restrict transfer into thatand Variable Subaccount Value to new Risk Control Account. (See “access to your money – Bailout Provision”Accounts we make available. See “Risk Control Account Option” for more details.)

The Index Interest Rate Floor is the minimum index interestIndex rate that we may useof return for determining the value of a Risk Control Account, prior to determine Credited Index Interest.the deduction of the Contract Fee. This rate will not change during the life of your Contract. The Secure Account has an Index Interest Rate Floor of 0% and the Growth Account has an Index Rate Floor of -10%. Credited Index Interest for any Contract Year can never be below 0%. ThisFor the Secure Account, this means that any negative investment performance of the Index over the one-year period used in determining Credited Index Interest would not reduce your Contract Value at the end of a Contract Year. The SecureRisk Control Account provides your Contract Value the most protection from negative investment performance of the Index.

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

On the other hand, the Growth Account, has an Index Interest Rate Floor of -10%. Credited Index Interest for any Contract Year can never be below -10%. Thisthis means that any negative investment performance of the Index over the one-year period used in determining Credited Index Interest could result in negative Credited Index Interest being credited that would not reduce your Contract Value at the end of the Contract Year. However, any negative Credited Index Interest would not reduce your Contract Value in a ContractRisk Control Account Year by more than 10% regardless of whether theeven if such negative investment performance is worse than -10%. However, as noted on the cover page of this Prospectus, you could lose more than 10% of your investment in a Risk Control Account due to the application of Surrender Charges, Contract fees, negative MVAs and federal tax penalties.

The Index Rate Cap is the maximum Index rate of return for determining the value of a Risk Control Account, prior to the deduction of the Contract Fee. For each Risk Control Account, we set an Index overRate Cap for the one-year period was less than -10%first Risk Control Account Year, which is made available at least two weeks in advance of the Risk Control Account Start Date. We may set a new Index Rate Cap prior to each Risk Control Account Anniversary for the subsequent Risk Control Account Year and will send you written notice at least two weeks prior to the Risk Control Account Anniversary.

The Index Rate Caps will always be positive and will range between 1% and 75%. In return for accepting some risk of loss to your Contract Value allocated to the Growth Account,Accounts, the Index Interest Rate CapCaps declared for the Growth Account wouldAccounts will be higher than the Index Interest Rate Cap declared for the Secure Account for the same Initial Index Periodperiod which allows the potential for a higher positive Credited Index Interest to be applied to yourincrease in Contract Value allocated tofor the Growth Account.

The same Index Interest Rate Capwill be used for each Risk Control Account for the Growthduration of the Risk Control Account will always be positive and will never be less thanPeriod. However, if the minimum Index Interest Rate Cap for the Growth Account equal to 1.0%.

We reserve the right to add or substitute the Index. We will substitute the Index if thepublication of an Index is discontinued, or calculation of the Index is materially changed.changed, we will substitute a suitable Index that will be used for the remainder of the Risk Control Account Period and will notify you of the change in advance. If we substitute thean Index, the performance of the new Index may differ from the original Index. This,Index, which may, in turn, may affect the Credited Index Interest you earn.

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


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

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Rebalancing / Reallocation
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. There are no limits on the number of requests that you can make. Any such change will take effect on the next Contract Anniversary. 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.

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

Withdrawal Options
The Contract offers the following liquidity features during the Accumulation Period:

Free annual withdrawal amount – Each Contract Year, beginning in Contract Year 2, you may withdraw up to 10% of your Contract Value determined as of the beginning of the Contract Year free of any Surrender Charge or MVA. One time withdrawals will be permitted in the first Contract year 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.
Partial withdrawal option – 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. Amounts withdrawn from your Contract Value in excess of the free annual withdrawal amount in Contract Year 2 through the end of the Initial Index Period, will be subject to a Surrender Charge and MVA.
Full surrender option – You may surrender your Contract at any time prior to beginning the Payout Period. Upon full surrender, Credited Index Interest, a Surrender Charge, and an MVA may apply.

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

Contract Charges

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

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Surrender Charge and Market Value Adjustment Hardship Waivers
We will not deduct a Surrender Charge or apply an MVA to a partial withdrawal or surrender made in the case of the following life events:

Confinement to a Nursing Home or Hospital for at least 180 consecutive days; or
Diagnosis of a terminal illness where life expectancy is 12 months or less.

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

Bailout Provision
Provision.
We will set a bailout rate for each Risk Control Account. The bailout rate will be prominently displayed on your contract data page attached to the front of the cover page of the Contract and will not change during the Initial Index Period. If the Index Interest Rate 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 oftransfer the ContractRisk Control Account Value attributable tofrom that Risk Control Account during the Initial Index Period without incurring any Surrender Charge and30-day period following the Risk Control Account Anniversary by Authorized Request without the application of any MVA duringa Market Value Adjustment. If the 30-day period following a Contract Anniversary. However, ifbailout rate equals the Index Rate Cap for your Risk Control Account, you are age 59½ or youngerwill not be eligible to transfer your Risk Control Account Value under the Bailout Provision. If at the time of such withdrawal, a 10% tax penalty may apply. At any time the Index Interest Rate Cap for your Risk Control Account is less than the bailout rate specified on your contract data page,Contract Data Page, we may at our discretion restrict transfers into that Risk Control Account. See “access to your moneyRisk Control Account Option – Bailout Provision” for more details.



Change of Annuitant Endorsement ChargeWithdrawal Options. The Contract offers the following liquidity features during the Accumulation Period:

Annual Free Withdrawal Amount – Each Contract Year, you may withdraw up to 10% of the total Purchase Payments allocated in the six years preceding the withdrawal for that Contract Year without incurring a Surrender Charge (the “Annual Free Withdrawal Amount”). If the withdrawal is taken from a Risk Control Account, a Market Value Adjustment will apply. See “Fees and Expenses – Surrender Charge – Annual Free Withdrawal Amount” for more details.

Systematic Withdrawals – If elected at the time of the application or requested at any other time by Authorized Request in Good Order, you changemay elect to receive periodic partial withdrawals under our systematic withdrawal plan. Under the Annuitant withinsystematic withdrawal plan, we will make partial withdrawals (on a monthly, quarterly, semi-annual, or annual basis), as specified by you. Surrender Charges and a Market Value Adjustment may apply. See “Benefits Available Under The Contract – Systematic Withdrawals” for more details.

Partial Withdrawal Option – You may make partial withdrawals during the first two Contract Years, we reserveAccumulation Period by Authorized Request, but a withdrawal of Risk Control Account Value is not permitted while there is Variable Subaccount Value. Any applicable Surrender Charge and/or Market Value Adjustment will affect the right to assessamount available for a fee to offset the expenses incurred. This fee will not exceed $150 and will be assessed on a pro-rata basis proportional topartial withdrawal. See “Access To Your Money – Partial Withdrawals” for more details.

Full Surrender Option – You may surrender your Contract during the Accumulation Period by Authorized Request. Upon full surrender, a Surrender Charge and/or a Market Value inAdjustment may apply. See “ACCESS TO YOUR MONEY – Surrenders” for more details.

Withdrawals will reduce the Return of Purchase Payment Death Benefit, perhaps by significantly more than the amount of the withdrawal. Additionally, withdrawals from Risk Control Accounts prior to the Risk Control Accounts.Account Maturity Date will be subject to a Market Value Adjustment which may be positive or negative and could result in the loss of principal and previously credited interest. Withdrawals and surrenders are subject to income taxes, and if taken before the owner is age 59½, tax penalties may apply. See “Federal Income Tax Matters”, “Fees and Expenses – Surrender Charges”, “Market Value Adjustment”, and “Benefits Available Under the Contract – Return of Purchase Payment Death Benefit” for more details.

Death Benefit. The Return of Purchase Payment Death Benefit Endorsement is attached to the Contract and provides a Death Benefit if the Owner dies during the Accumulation Period. The Death Benefit is equal to the greater of Contract Value as of the date Death Benefits are payable or total Purchase Payments adjusted for withdrawals. We do not apply the Surrender Charge or Market Value Adjustment in determining the Death Benefit payable. See “Death Benefit” for more details.

Income Options
Payout 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. See “Income Payout Options” for more details.

Right to Examine. You may cancel your Contract and receive either your Purchase Payments or your Contract Value depending upon applicable state law. See “Getting Started – The Accumulation Period – Right to Examine” for more details.

TABLE OF FEES AND EXPENSES

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering or making withdrawals from the Contract. Please refer to your Contract 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 that you buy the Contract, surrender or make withdrawals from the Contract, transfer Contract value between investment options, or request special services. State premium taxes may also be deducted. Withdrawals or surrenders from Risk Control Accounts may be subject to a Market Value Adjustment which may be positive or negative and could result in the loss of principal and previously credited interest.

Transaction ExpensesCharge
Maximum Surrender Charge (as a percentage of Purchase Payment surrendered or withdrawn)(1)9%
Transfer Fee(2)$25
Research Fee$50
Wire Transfer Fee$90
Express Mail Charge$35
Duplicate Contract Charge (per duplicate Contract)$30

(1)   If you surrender your Contract or make a partial withdrawal during the Accumulation Period, we may assess a Surrender Charge on Purchase Payments withdrawn during the six years following Purchase Payment allocation. We do not assess a surrender charge on the Annual Free Withdrawal Amount, withdrawals under the Nursing Home or Hospital/Terminal Illness waiver, required minimum distributions under the Internal Revenue Code that are withdrawn under a systematic withdrawal program and Risk Control Account Value withdrawn on a Risk Control Account Maturity Date. No Surrender Charge is assessed on death or when values are applied on an Income Payout Option. For information about the Surrender Charge, see “Fees and Expenses – Surrender Charge.”

(2) We waive the transfer fee for the first twelve transfers in a Contract Year on transfers between the Risk Control Accounts and/or Variable Subaccounts. We assess a charge of $25 for the thirteenth and each additional transfer in a Contract Year.

The next table describes the fees and expenses that you will pay each year during the time that you own the Contract (not including Fund fees and expenses).

Annual Contract ExpensesCharge
Base Contract Expense (“Contract Fee”) (as a percentage of average daily Variable Subaccount Value or as a percentage of beginning of Risk Control Account Year Risk Control Account Value, adjusted for any withdrawals)(1)1.50%

(1) The Contract Fee is assessed against the Contract Value held in the Variable Subaccounts and Risk Control Accounts. We do not assess a Contract Fee against Contract Value held in the Holding Account. For information about the Contract Fee, see “Fees and Expenses – Contract Fee.”

The next item shows the minimum and maximum total operating expenses charged by the Funds that you may pay periodically during the time that you own the Contract. The range below is for the year ended December 31, 2021. The expenses may change from year to year. A complete list of the Funds available under the Contract, including their annual expenses, may be found in “Appendix A” of this Prospectus.

Annual Fund Expenses

(As of 12/31/21) 

MinimumMaximum
Annual Fund Expenses (expenses that are deducted from Fund assets, including management fees, distribution and/or service (12b-1) fees, and other expenses)0.07%1.14%

Death Benefit
Examples

The Examples are intended to help you compare the cost of investing in the Contract provideswith the cost of investing in other variable annuity contracts. These costs include the Transaction Expenses, the Annual Contract Expenses, and the Annual Fund Expenses. These Examples do not reflect charges for any special services you may request.


The Examples assume that you invest $100,000 in the Contract for the time periods indicated, and that your investment has a Death Benefit5% return each year with a Contract Fee of 1.50%. The Examples assume that all Contract Value is allocated to the MEMBERS Horizon Variable Separate Account. The Examples also assume (i) the maximum Annual Fund Expenses; and (ii) there is no waiver of any Surrender Charge. These Examples do not include transfer fees or premium taxes. Transfer fees and premium taxes are not currently charged to Contract holders.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

 1 Year3 Years5 Years10 Years
If you surrender your Contract at the end of the applicable time period$10,771.15$15,404.06$19,401.21$29,734.41
If you do not surrender your Contract$2,671.15$8,204.06$14,001.21$29,734.41

FEES AND EXPENSES

Surrender Charge. We deduct a Surrender Charge from each Purchase Payment withdrawn during the six years following the allocation of such Purchase Payment that exceeds the Annual Free Withdrawal Amount. The deduction of the Surrender Charge will reduce the amount you receive from a partial withdrawal or surrender of the Contract during the Accumulation Period. Each Purchase Payment has an individual Surrender Charge schedule which begins when the Purchase Payment is credited to your Contract and continues for a period of six years, as shown in the table below. The Death Benefitamount of the Surrender Charge is equaldetermined separately for each Purchase Payment withdrawn and is expressed as a percentage of the Purchase Payment as follows:

Number of Years Since Purchase Payment CreditedSurrender Charge as a Percent of Purchase Payments Withdrawn
Less than 19%
At least 1 but less than 29%
At least 2 but less than 38%
At least 3 but less than 47%
At least 4 but less than 56%
At least 5 but less than 65%
6 or more0%

For purposes of calculating the Surrender Charge, Purchase Payments are assumed to be withdrawn on a first-in-first-out basis. This means that Purchase Payments that were allocated to your Contract first are considered to be withdrawn first and Purchase Payments are considered to be withdrawn before Earnings. Therefore, withdrawals will be processed to occur in the Contract Value adjusted for Credited Index Interestfollowing order: (1) Purchase Payments that are no longer subject to a Surrender Charge as of the date Death Benefitsof the withdrawal; (2) your Annual Free Withdrawal Amount; (3) Purchase Payments that are payable.subject to a Surrender Charge on a first-in-first-out basis; and (4) Earnings, if any, after all Purchase Payments have been withdrawn. We do not applywill deduct the Surrender Charge or MVA in determiningfrom your withdrawal proceeds. We will deduct the Death Benefit payable.Surrender Charge before we apply any Market Value Adjustment to withdrawal proceeds from the Risk Control Accounts. For an example of how we calculate the Surrender Charge, see “Appendix B” of this Prospectus.

We will not assess the Surrender Charge on:

BenefitsWithdrawals under the Nursing Home or Hospital/Terminal Illness waiver;


Required minimum distributions under the Internal Revenue Code that are withdrawn under the systematic withdrawal program provided by the Company;

Withdrawal of Risk Control Account Value on a Risk Control Account Maturity Date;

Purchase Payments that are no longer subject to a Surrender Charge as of the date of the partial withdrawal or full surrender;

Your ContractAnnual Free Withdrawal Amount;

Earnings, if any, after all Purchase Payments have been withdrawn;

Death;

Your

At the time Contract offers you several benefits.Value is applied to an Income Payout Option; and

Transfers.

We will not deduct a Surrender Charge in the case of a partial withdrawal or surrender where the Owner or Annuitant qualifies for the Nursing Home or Hospital 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. Each waiver may be exercised only one time.

Tax Deferral Your Contract provides for tax-deferred growth. This may allow your Contract Value to grow faster because you earn interest on Contract Value that otherwise may have been paid in taxes. Your Contract Value may earn interest. The interest would compound within the Contract and the Contract Value you may have otherwise paid in taxes earns interest. Credited Index Interest earned generally is not taxed until it is withdrawn.Nursing Home or Hospital Waiver. We will apply any Credited Indexed Interest earned atnot deduct a Surrender Charge in the timecase of a partial withdrawal or surrender. You may usesurrender 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 with certain tax qualified retirement plans, includingIssue Date or the date of change of the Owner or Annuitant. We require verification of confinement to the Nursing Home or Hospital, and such verification must be signed by the administrator of the facility (not available in Roth IRA accounts. If yourMassachusetts).

Terminal Illness Waiver. We will not deduct a Surrender Charge in the case of a partial withdrawal or surrender where any Owner or Annuitant has a life expectancy of 12 months or less due to illness or accident. As proof, we require a determination of the Terminal Illness. Such determination must be signed by the licensed physician making the determination after the latter of Contract is used with a Roth IRAIssue Date or other Roth account in a tax qualified retirement plan, Credited Index Interestthe date of change of the Owner or Annuitant. The physician may not be taxed even when distributed. Please note, however, that tax qualified retirement plans provide their own tax deferrala member of your or other tax benefit; the purchase of this Contract does not provide additional tax benefits beyond those providedAnnuitant’s immediate family (not available in the qualified plan.New Jersey).
Free Annual Withdrawals after First Contract Year – You may take a maximum of two free annual withdrawals from your Contract Value each Contract Year after the first Contract Year

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during the Initial Index Period. In each such Contract Year, you may withdraw up to 10% of Contract Value determined as of the beginning of the Contract Year without the application of a Surrender Charge or MVA on those amounts. Note that taxes and other penalties may apply to free annual withdrawals and withdrawals may be restricted under certain Qualified Contracts.
Death Benefit

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 C to this Prospectus and your Contract for further details on these variations. Also, even if you do not pay a Surrender Charge because of the waivers, a Market Value Adjustment may apply and you 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 born 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 out of the Contract Fees it collects and from its General Account.

Annual Free Withdrawal Amount. Each Contract Year, you may withdraw up to 10% of the total Purchase Payments allocated within the six years preceding the time of the withdrawal for that Contract Year without incurring a Surrender Charge, although a Market Value Adjustment may apply. As long as the partial withdrawals you take during a Contract Year do not exceed the Annual Free Withdrawal Amount, we will not assess a Surrender Charge.


If you make a partial withdrawal of less than the Annual Free Withdrawal Amount, the remaining Annual Free Withdrawal Amount will be applied to any subsequent partial withdrawal which occurs during the same Contract Year. Any remaining Annual Free Withdrawal Amount will not carry over to a subsequent Contract Year. Partial annuitization will count toward the Annual Free Withdrawal Amount.

The Annual Free Withdrawal Amount is subtracted from full surrenders for purposes of calculating the Surrender Charge.

MVA. Withdrawals from Risk Control Accounts prior to the Risk Control Account Maturity Date will be subject to a Market Value Adjustment which may be positive or negative and could result in the loss of principal and previously credited interest. See “Market Value Adjustment” for more details.

Contract Fee. We deduct a Contract Fee from your Contract Value in the Variable Subaccounts and Risk Control Accounts on a daily basis to compensate us for the expenses, expense risks, and mortality risk we assume under the Contract. The Contract Fee assessed against Contract Value held in the Variable Subaccounts is equal on an annual basis to the annual Contract Fee percentage multiplied by the average daily value of the Contract Value held in the Variable Subaccounts. The deduction of the Contract Fee reduces the Accumulation Unit Value for each Variable Subaccount in which you are invested.

The Contract Fee assessed against Contract Value held in the Risk Control Accounts is equal on an annual basis to the annual Contract Fee percentage multiplied by the Accumulation Credit Factor for each Risk Control Account at the start of the Risk Control Account Year. The deduction of the Contract Fee reduces the Accumulation Credit Factor for each Risk Control Account in which you are invested, thereby reducing the Index Interest credited, if any, to values held in the Risk Control Accounts.

The annual Contract Fee percentage is 1.50%. We do not assess the Contract Fee against Contract Value held in the Holding Account.

Transfer Fee. Currently no fee is charged for transfers. However, we reserve the right to impose a transfer fee on transfers among the Risk Control Accounts and Variable Subaccounts. The transfer fee is $25 per transfer after the first 12 transfers in a Contract Year. Each Written Request or telephone/fax authorization is considered to be one transfer, regardless of the number of Subaccounts affected by the transfer. The fee is deducted on a Pro Rata basis first from any Variable Subaccount, then, if there are insufficient funds, from the Risk Control Accounts on a Pro Rata basis after the other funds are exhausted.

Research Fee. We may charge you a fee of up to $50 when you request information that is duplicative of information previously provided to you and requires research on our part. The fee is deducted on a Pro Rata basis according to the current values in the accounts, first from any Variable Subaccounts other than the money market Holding Account, then, if there are insufficient funds, from the Holding Account and then from the Risk Control Accounts on a Pro Rata basis after all the other funds are exhausted.

Wire Transfer Fee. We may charge you a fee of up to $90 when you request a wire transfer of funds from your Contract. The fee reimburses us for the costs we incur in sending funds by wire transfer. The wire transfer fee is deducted on a Pro Rata basis according to current values in the accounts, first from any Variable Subaccounts other than the money market Holding Account, then, if there are insufficient funds, from the Holding Account and then from the Risk Control Accounts on a Pro Rata basis after all the other funds are exhausted.

Express Mail Charge. We reserve the right to charge you a fee of up to $35 when you request that a check or other documents be sent via express mail. The express mail charge reimburses us for the costs we incur when sending materials by express mail. The fee is deducted on a Pro Rata basis according to current values in the accounts, first from any Variable Subaccounts other than the money market Holding Account, then, if there are insufficient funds, from the Holding Account and then from the Risk Control Accounts on a Pro Rata basis after all the other funds are exhausted.

Duplicate Contract Charge. You can obtain a summary of your Contract at no charge. However, we will assess a $30 charge for each copy of your Contract that you request. A request for a duplicate copy of the Contract must be made by a Written Request in Good Order. The fee is deducted on a Pro Rata basis according to current values in the accounts, first from any Variable Subaccounts other than the money market Holding Account, then, if there are insufficient funds, from the Holding Account and then from the Risk Control Accounts on a Pro Rata basis after all the other funds are exhausted.


Underlying Fund Fees and Expenses. There are fees and expenses charged by the mutual funds underlying the Variable Subaccounts. The fees and expenses incurred are described in the Funds’ prospectuses.

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 Index Rate Floors for 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.

PRINCIPAL RISKS OF INVESTING IN THE CONTRACT

Your Contract provides a Death Benefit. Death Benefit proceeds become payable to the Beneficiary upon our receipt of Due Proof of Death of the Owner during the Accumulation Period (or the first Owner to die if there are Joint Owners).

Protection from Outliving your IncomeYour Contract provides you with the opportunity to receive income payments during the Payout Period. Annuitizing your Contract converts your Contract Value into a stream of income which can be based on your life expectancy. Depending upon the type of income benefit option you choose, annuitization of your Contract can provide you with an income stream that you cannot outlive.

Risk Factors

Your Contract also 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.

Index Interest Crediting Risk If the Index declines, it may or may not reduce your Contract Value in a Risk Control Account. This depends on the Risk Control Account to which you allocated your Contract Value. Nevertheless, you always assume the investment risk that no Credited Index Interest will be added to your Contract Value at the end of a Contract Year. You also bear the risk that sustained declines in the Index may result in Credited Index Interest not being credited to your Accumulated Value for a prolonged period. If your Contract Value is allocated to the Growth Account, you also assume the risk that we may credit negative Credited Index Interest. This means that Contract Value allocated to the Growth Account may decline. In addition, you assume the risk that the Index Interest Rate Cap, the maximum index interest rate that we may use to determine Credited Index Interest and which is set annually, can be reduced to as little as 1.0%.
Please note that in an increasing interest rate environment, the MVA could reduce the amount received to less than the protection provided by the Index Interest Rate Floor.
Liquidity 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 investment. While you are always permitted to take two partial withdrawals from the Contract each Contract Year after Contract Year 1 and to surrender the Contract at any time, a surrender in Contract Year 1 and partial withdrawals and surrenders in Contract Year 2 through the end of the Initial Index Period in excess of the free annual withdrawal amount will be subject to a Surrender Charge and MVA (if applicable). We may defer payments made 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.
Market Risk The historical performance of the Index should not be taken as an indication of the future performance of the Index. While the trading prices of the underlying stocks comprising the Index will determine the level of the Index, it is impossible to predict whether the level of the Index will fall or rise. Trading prices of the underlying stocks comprising the Index will be influenced by complex and interrelated economic, financial, regulatory, geographic, judicial, political and other factors that can affect the capital markets generally and the equity trading markets on which the underlying common stocks are traded, and by various circumstances that can influence the levels of the underlying common stocks in a specific market segment or the level of a particular underlying stock.

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Risk That We May Eliminate or Substitute an IndexThere is no guarantee that the Index will be available during the entire time you own your Contract. We may replace currently available indices if they are discontinued or there is a material change in the calculation of the Index. If we substitute the Index, the performance of the new Index may differ from the original Index. This, in turn, may affect the Credited Index Interest you earn and affect how you want to allocate Contract Value between available Risk Control Accounts. We will not substitute the Index until the new Index has been approved by the insurance department in your state. If we substitute the 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 an MVA, which may result in a loss of principal and Credited Index Interest.
We will notify you in your annual report of any addition of an index or substitution or removal of the Index or otherwise in writing where it is necessary to provide advance written notification of the change prior to your Contract Anniversary. See “Addition or Substitution of an Index” for more details.
Note: When you purchase the Contract, you are not buying shares in a securities index or shares of stock.
Risk Control Account Transfer Restriction – At any time the Index Interest Rate Cap for your Risk Control Account is less than the bailout rate specified on your contract data page, we may, at our discretion, restrict transfers into that Risk Control Account. In that event, you may not be able to reallocate your Contract Value between the Secure Account and the Growth Account. See “access to your money – Bailout Provision” for more details.
Creditor and Solvency 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 need to consider our financial strength and claims-paying ability in meeting the guarantees under the Contract. You may obtain information on our financial condition by reviewing our financial statements included in this Prospectus. Additionally, information concerning our business and operations is set forth in the section of this Prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Other Important InformationVariable Subaccount Risk. Your investment results in any one of the Variable Subaccounts will depend on the investment performance of the underlying Funds. Because the Variable Subaccounts are not part of the Risk Control Accounts, they are not protected from losses. Therefore, you could lose all of your principal and prior earnings when investing in the Variable Subaccounts and such losses could be significant.

Index Rate of Return Risk. If you are invested in a Risk Control Account and the relevant Index declines, it may or may not reduce your Risk Control Account Value. This depends on the Risk Control Account to which you allocated your Risk Control Account Value. Nevertheless, you always assume the investment risk that no index interest will be credited and therefore the Index rate of return will not increase your Risk Control Account Value. You Should Knowalso bear the risk that sustained declines in the relevant Index may cause the Index rate of return to not increase your Risk Control Account Value for a prolonged period. If your Risk Control Account Value is allocated to the Growth Account, you also assume the risk of a negative Index rate of return (crediting negative index interest), which means your Risk Control Account Value allocated to the Growth Account, will decline. In addition, you assume the risk that the Index Rate Cap can be reduced to as little as 1%. Please note that in an increasing interest rate environment, the Market Value Adjustment could reduce the amount received to less than the protection provided by the Index Rate Floor. Performance of the relevant Index does not reflect dividends paid on the stocks comprising the Index, and therefore calculation of Index performance under the Contract does not reflect the full Investment performance of the underlying securities. Ownership of a Contract does not provide ownership rights of the securities that are constituents of the Index.

No Ownership Rights You have no ownership rights in the underlying stocks comprising the Index. Purchasing the Contract is not equivalent to investing in the underlying stocks comprising the Index. As the Owner of the Contract, you will not have any ownership interest or rights in the underlying stocks comprising the Index, such as voting rights, dividend payments, or other distributions.
No Affiliation with Index or Underlying Stocks We are not affiliated with the sponsor of the Index or the underlying stocks comprising that Index. Consequently, the Index and the issuers of the underlying stocks comprising the Index have no involvement with the Contract.
Possible Tax Law Changes There always is the possibility that the tax treatment of the Contract could change by legislation or otherwise. We have the right to modify the Contract in response to legislative changes that could diminish the favorable tax treatment that Owners receive. You should consult a tax adviser with respect to legislative developments and their effect on the Contract.

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If the performance of the reference Index is greater than the applicable Index Rate 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. Because the Index interest is calculated at a certain point-in-time, an Owner may experience negative or flat performance even though a reference Index experienced gains through some or most of the Risk Control Account Year.
getting started – the Accumulation Period

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Liquidity 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 investment. While you are permitted to take partial withdrawals from the Contract, or fully surrender the Contract, during the Accumulation Period by Authorized Request, such withdrawals may be subject to a Surrender Charge and/or Market Value Adjustment (if applicable). The Market Value Adjustment may be positive or negative. If negative, it could result in the loss of principal and previously credited interest. Withdrawals will also reduce the Return of Purchase Payment Death Benefit, perhaps by significantly more than the amount of the withdrawal.

Withdrawals may also be subject to income tax and, if taken before age 59½, an additional 10% federal penalty tax. You should consult your tax adviser before taking a withdrawal. See “Federal Income Tax Matters,” “Fees and Expenses – Surrender Charges”, “Market Value Adjustment”, and “Benefits Available Under the Contract – Return of Purchase Payment Death Benefit” for more information. We may defer payments made under this Contract with respect to a Risk Control Account and/or the fixed Holding Account for up to six months if the insurance regulatory authority of the state in which we issued the Contract approves such deferral. In addition, we may postpone payments made under this Contract with respect to a Variable Subaccount and/or the money market Holding Account as permitted by the SEC.

Loss of Principal Risk. Investment in the Variable Subaccount and in the Risk Control-Growth Account could result in a loss of principal and previously credited interest. Although investment losses in the Growth Account are subject to an Index Interest Rate Floor of -10%, losses of as much as -10% in one year and possibly greater than -10% over multiple years could result in a loss of previously credited interest and a loss of Principal. Withdrawals and surrenders could also result in a loss of previously credited interest or principal even if performance has been positive because of Surrender Charges and/or the MVA.

Market Risk. The historical performance of an Index relating to a Risk Control Account or a Fund underlying a Variable Subaccount should not be taken as an indication of the future performance of the Index or the Fund. The performance of an Index or a Fund 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.

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

Change of Index Risk. An Index which is associated with a Risk Control Account may be discontinued or may be materially changed. If an Index is eliminated or materially changed the Company may substitute a suitable Index that will be used for the remainder of the Risk Control Account Period. If we substitute an Index, the performance of the new Index may differ from the original Index. This, in turn, may affect the interest credited to the Risk Control Account and the interest you earn under the Contract. If a change in an Index is made during a Risk Control Account Year, index interest will be calculated from the Risk Control Account Start Date until the date that the Index ceased to be available and that index interest will be added to or subtracted from the index interest calculated for the substitute Index from the date of substitution until the next Risk Control Account Anniversary.

Risk Control Account Transfer Restriction. At any time, the Index Rate Cap for your Risk Control Account is less than the bailout rate specified on your Contract Data Page, we may, at our discretion, restrict transfers into that Risk Control Account. See “Risk Control Account Option – Bailout Provision” for more details.

Creditor and Solvency 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 need to consider our financial strength and claims-paying ability in meeting the guarantees under the Contract. You may obtain information on our financial condition by reviewing our financial statements included in this Prospectus. Additionally, information concerning our business and operations is set forth in the section of this Prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”


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 in which the Funds invest, which may cause the Funds underlying your Contract 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.

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, CBSI, the Funds 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 with the Funds, 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, the Funds and intermediaries to regulatory fines and financial losses and/or cause reputational damage. Cyber-security risks may also impact the issuers of securities in which the Funds invest, which may cause the Funds underlying your Contract 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). There can be no assurance that we, CBSI, the Funds or intermediaries will avoid losses affecting your Contract due to cyber-attacks or information security breaches in the future.

Regulatory Protections. You should be aware of various regulatory protections that do and do not apply to the Contract. Your Contract is registered with the SEC as a security under the Securities Act of 1933. The issuance and sale of your Contract must be conducted in accordance with the requirements of the Securities Act of 1933. In addition, the offer and sale of the Contract is subject to the provisions of the Securities Exchange Act of 1934.

The Company is not an investment company and therefore we are not registered as an investment company under the Investment Company Act of 1940, as amended, and the protections provided by that Act are not applicable to the guarantees we provide. The MEMBERS Horizon Variable Separate Account, a Separate Account of the Company, is registered as an investment company. Any allocations you make to the Risk Control Accounts are not part of the MEMBERS Horizon Variable Separate Account. The Company is not an investment adviser and is not subject to the Investment Advisers Act of 1940, and does not provide investment advice to you in connection with the Contract.

The Contract is an individualfiled with and approved by each state in which the Contract is offered. State insurance laws provide a variety of regulatory protections.


THE GENERAL ACCOUNT

The Company is responsible for all guarantees provided under the Contract, including our obligations under the fixed Holding Account and the Risk Control Account options, the Return of Purchase Payments 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 joint owned, single premium deferred annuity. We describe your rights in your Contract below. Contracts issued in your statebenefits are subject to our financial strength and claims-paying ability. You may provide different features and benefits than those describedobtain information on our financial condition by reviewing our financial statements included in this Prospectus. AYou may also call 1-800-798-5500 for more information about us, including our financial strength ratings.

GETTING STARTED – THE ACCUMULATION PERIOD

The Prospectus describes all material difference may includerights, benefits and obligations under the length ofContract. All material state variations in the rightContract are described in “Appendix C to examine period, the amount ofthis Prospectus and ability to waive the Surrender Charge, the Payout Date, or the availability of certain Income Payment Options. In addition, certain benefit options may not be available in all states.your Contract. We will include any such state variations in your Contract. Please review Appendix C for any variations from standard Contract provisions that may apply to your Contract based on the state in which your Contract was issued. Your registered representativefinancial professional can provide you with more information about those state variations.

Purchasing a Contract

We offer the Contract to individuals, certain individual retirement plans, and other entities. To purchase a Contract, you and the Annuitant must be no older than age 85.

We sell the Contract through registered representativesfinancial professionals who also are agents of the Company. To start the purchase process, you must submit an application to your registered representative.financial professional. The initial Purchase Payment must either be paid at the Company’s Administrative Office or delivered to your registered representative.financial professional. Your registered representativefinancial professional will then forward your completed application and Purchase Payment (if applicable) to us. After we receive a completed application, Purchase Payment, and all other information necessary to process a purchase order, in Good Order, we will begin the process of issuing the Contract. ThereThe selling firm’s determination of whether the Contract is suitable for you may be delays indelay our processing of your application because of delays in receipt of your application from the selling firm or because of delays in determining whether your Contract is suitable to you.application. Any such delays will affect when we issue your Contract. If the application for a Contract is properly completed and is accompanied by all the information necessary to process it, including payment of the initial purchase payment, the initial Purchase Payment, if any, will be allocated to Subaccount(s) you choose within two Business Days of receipt by us at our mailing address. If the application is not properly completed, we may retain the Purchase Payment for up to five Business Days while we attempt to complete the application. If information which completes the application is received after the close of regular business on the New York Stock Exchange (usually, 4:00 P.M. Eastern Time) on a Business Day, the initial Purchase Payment will be allocated within the next two Business Days. If the application is not complete at the end of the 5-day period, we will inform you of the reason for the delay and the initial Purchase Payment will be returned immediately, unless you specifically consent to us retaining the Purchase Payment until the application is complete. Once the application is complete, the initial Purchase Payment, if any, will be allocated as designated by the Owner within two Business Days.

IMPORTANT: You may use the Contract with certain tax qualified retirement plans (“IRAs”IRA”). 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 reject your Purchase Payment. We may also 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, including a possible penalty tax, on your old contract. There will be a new Surrender Charge Periodsurrender 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.

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Owner

The Owner meansis the owner namedperson(s) (or entity) who own(s) the Contract and, in the application or any successor if ownership has been assigned.case of a natural person(s), whose death determines the Death Benefit. The Owner is also the person(s) (or entity) who receives income payments during the Payout Period while the Annuitant is living. A non-natural person cannot jointly own a Contract. The Owner names the Annuitant or Joint Annuitants. All rights under the Contract may be exercised by the Owner, subject to the rights of any other Owner and any irrevocablyIrrevocable 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 C to this Prospectus. 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.

The Owner may request to change the named Beneficiary.

owner at any time before the Payout Date. If a joint Owner is changed (or is named), he or she must be the Owner’s Spouse. Any change in Owner must be made by Authorized Request and is subject to our acceptance and we reserveacceptance. Unless otherwise specified by the right to refuseOwner, such change, on a non-discriminatory basis.if accepted by us, will take effect as of the date the Authorized Request was signed. We are not liable for any payment we make or action we take before we receive the Authorized Request.

If an Owner who is a natural person dies during the Annuitant’s lifetime,Accumulation Period, the Beneficiary is entitled to the Death Benefit. The Death Benefit becomes payable at the death of the Owner (if there are Jointjoint Owners, the Death Benefit will become payable after the first Jointjoint Owner dies). If anthere is a surviving Owner and he or she is not a natural person and the Annuitant dies beforeSpouse of the Payout Date,deceased, the Death Benefitsurviving Spouse will be payable totreated as the Beneficiary. If you havesole primary Beneficiary, and any questions concerning the criteria you should use when choosing Annuitants under the Contract, consult your registered representative.other designated Beneficiary will be treated as a contingent Beneficiary.

Divorce

Divorce. In the event of divorce, the former spouseSpouse must provide a copy of the divorce decree (or a qualified domestic relations order if it is a qualified plan) 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.Spouses.

BeneficiaryAnnuitant

You name a Beneficiary when you apply for

The Annuitant is the natural person(s) whose life (or lives) determines the income payment amount payable under the Contract. AtIf the Owner is a natural person, the Owner may change the Annuitant at any time before the Payout Date by Authorized Request. A request to change the Annuitant must be received by us at least 30 days before the Payout Date. Unless otherwise specified by the Owner, such change will take effect as of the date the Authorized Request was signed. We are not liable for any payment we make or action we take before we receive the Authorized Request. If you change the Annuitant, the Payout Date will not change. If the Owner is not a natural person, the Annuitant cannot be changed. The Annuitant does not have any rights under the Contract.


Beneficiary

The Beneficiary is the person(s) (or entity) named by you when you apply for the Contract to receive the proceeds payable upon your death. If there are joint Owners and an Owner dies before the Payout Date, the surviving Spouse Owner will be treated as the sole primary Beneficiary and any other designated Beneficiary will be treated as a contingent Beneficiary. Prior to the Payout Date, if no Beneficiary survives the Owner, the proceeds will be paid to the Owner’s estate. If there is more than one Beneficiary, each Beneficiary will receive an equal share, unless otherwise specified by the Owner. If there are joint Owners and we are unable to determine that one of the joint Owners predeceased the other, it will be assumed that the joint Owners died simultaneously. Thereupon, one-half of the death benefit will be payable to each of the joint Owner’s estates.

You may change the Beneficiary by a Writtenan Authorized Request sent to us, or you may name one or more Beneficiaries. A change of Beneficiary will take effect on the date the WrittenAuthorized Request was signed. If there are multiplejoint Owners, each Owner must sign the WrittenAuthorized Request. In addition, any irrevocableIrrevocable Beneficiary or assignee must sign the WrittenAuthorized 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.financial professional.

Right to Examine

You may cancel your Contract and return it to your registered representativefinancial professional or to us within a certain number of days after you receive the Contract and receive a refund of either the Purchase PaymentPayments you paid less withdrawals or your Contract Value, depending uponon the state in which your Contract was issued. However, ifIf the Contract Value exceeds your Purchase Payments you will receive the Contract Value regardless of where the Contract was issued. If the Purchase Payments exceed the Contract Value, the refund will be your Contract Value unless the state in which the Contract was issued requires that the Purchase Payments less withdrawals be returned. If your Contract is an IRA, under the Internal Revenue Code, we will refund the greater of your Purchase Payment.Payment(s) less withdrawals or your Contract Value. Generally, you must return your Contract within 10 days of receipt (30 days if it is a replacement contract), but some states may permit a longerdifferent period for you to return your Contract.

allocating your Purchase Payment

Refunds will not be subject to a Surrender Charge or Market Value Adjustment and will be paid within seven days following the date of cancellation. State variations are described in Purchase PaymentAppendix C to this Prospectus. If you cancel your Contract by exercising your Right to Examine and attempt to purchase a substantially similar Contract the Company may refuse to issue the second Contract.

The minimum

Thirty Day Period to Discontinue Initial Risk Control Accounts

If at the time the Contract is purchased a portion or all of the initial Purchase Payment, forwhether consisting of a Non-Qualifiedsingle payment or Qualified Contractmultiple payments, is $5,000. Our approval is required forallocated to a Purchase PaymentRisk Control Account Option(s), the Risk Control Account portion of $1,000,000 or more. We do not allow any payments under the Contract after the initial Purchase Payment.

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Purchase Payment Allocation

You must specify the percentage of your Purchase Payment towill be allocated to the Holding Account before it is transferred to a Risk Control Account. When the Holding Account Value is transferred to the Risk Control Account after our receipt of all funds that represent the initial Purchase Payment, we will notify you of the applicable Index Rate Cap for each Risk Control Account selected. The Index Rate Cap(s) may be different than the Index Rate Cap(s) at the time of your application. Therefore, you will have a 30-day period, beginning on the Contract Issue Date. The amount you directRisk Control Start Date to a particularelect to discontinue your Risk Control Account mustand transfer the entire Risk Control Account Value to the Variable Subaccounts by Authorized Request. If you have multiple Risk Control Accounts, and you elect to exercise your right to discontinue your Risk Control Accounts, all of your Risk Control Accounts will be in whole percentages from 1%discontinued under this provision. This provision applies only to 100% of the Purchase Payment and your total allocation must equal 100% of theinitial Purchase Payment. You may allocateYour election to discontinue your Purchase Payment to either or both Risk Control Accounts.Accounts can only be exercised one time.

WeIf you elect to exercise your right under this provision, your entire Risk Control Account Value will only issuebe transferred to the ContractVariable Subaccounts (according to the allocation instructions on file with us for Level V) on the 10th and 25th of each month (an “Issue Date”). IfBusiness Day that we receive your Purchase Paymentrequest in Good Order. For your request to be in Good Order, we will require you to provide Variable Subaccount allocation instructions (Level V) if none are on file with us, and all necessary paperwork to processallocate 100% of your Contract beforeValue to the Issue Date, we will deposit your Purchase Payment in our General Account. We then will transfer your Purchase Payment, basedVariable Subaccounts (Level C) with 0% for Risk Control Account Allocation Levels I and R. These allocation instructions (C, I and R) cannot be changed for at least 30 days, beginning on the date of transfer. This means that once discontinued, a new Risk Control Account cannot be established for at least 30 days. You can, however, change your Variable Subaccount allocation you specified,instructions (Level V) effective as of any Business Day.

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The right to discontinue the Risk Control Account while funds are in the Holding Account is different than the Bailout Provision described in “Risk Control Account Option – Bailout Provision.” The 30-day period to discontinue initial Risk Control Accounts onas described here only applies to new Contracts where a portion of the Contract Issue Date. Yourinitial Purchase Payment will begin to earn Index Interest, if any, only after it has been allocated to a Risk Control Account(s).

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 DateAccount. The Bailout Provision applies 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 Index Interest Rate Cap for your Risk Control Account is less than the bailout rate specified on your contract data page, we may, at our discretion, restrict transfers into thata Risk Control Account and may not reallocatethe Index Rate Cap is set below the levels identified in your Contract.

Contract Value between Risk Control Accounts under the Automatic Rebalance Program. (See “access to your money – Bailout Provision” for more details.)

contract value

On the Contract Issue Date, your Contract Value equals the initial Purchase Payment. Each Risk Control Account is established by an allocation of a portion or all of your Purchase Payment to that Account. After the Contract Issue Date, during the Accumulation Period, your Contract Value will equal the total Risk Control Account Value, plus the total Variable Subaccount Value, plus the Holding Account Value.

ALLOCATING YOUR PURCHASE PAYMENTS

Purchase Payment

If the application for a Contract is in Good Order, which includes our receipt of the initial Purchase Payment, we will issue the Contract on the Contract Issue Date. If the application is not in Good Order, we may retain the initial Purchase Payment for up to five Business Days while we attempt to complete the application. If the application is not complete at the end of the five Business Day period, we will inform you of the reason for the delay and the initial Purchase Payment will be returned immediately, unless you specifically consent to us retaining the Purchase Payment until the application is complete. Once the application is complete, we will allocate the initial Purchase Payment according to your allocation instructions.

The minimum initial Purchase Payment for a Non-Qualified or Qualified Contract is $5,000. Additional Purchase Payments can be made during the Accumulation Period, but are not required. Each additional Purchase Payment may not be less than $50 and must be received at our Administrative Office prior to the oldest Owner’s 95th birthday, or the oldest Annuitant’s 95th birthday if the Owner is a non-natural person. Additional Purchase Payments are not allowed on Traditional IRA Contracts after the Owner has reached age 72. Purchase Payments that, in total, exceed $1 million require our prior approval. Multiple Contracts owned by the same individual where the sum of the Risk Control Account Values.Purchase Payments exceeds $1 million also require our prior approval.

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risk control accounts

YouWe reserve the right, in our sole discretion, to refuse additional Purchase Payments and to limit the amount and frequency of additional Purchase Payments under the Contract or amounts that may allocate your Purchase Payment to one or both of the two Risk Control Accounts we currently make available, the Secure Account and the Growth Account. We hold reserves for the Index Interest Rate Floor and Cap guarantees for amountsbe allocated to the Risk Control Accounts at any time. If we exercise this right it will limit your ability to make further investments in the Contract and increase Contract Values and the Death Benefit through additional Purchase Payments.

Purchase Payment Allocation

There are four Allocation Levels available under the Contract, among which you may allocate your Purchase Payments and Contract Value: Level C (Contract Allocation Level), Level V (Variable Subaccount Allocation Level), Level I (Index Allocation Level), and Level R (Risk Control Allocation Level). You must specify the percentage of your Purchase Payment to be allocated to each Allocation Level on the Contract Issue Date. The amount you direct to a particular Allocation Level must be in whole percentages from 0% to 100% of the Purchase Payment and your total allocation must equal 100% at each Allocation Level.


If the application for the Contract is in Good Order, we will allocate the portion of the initial Purchase Payment you designate for the Variable Subaccounts to the Subaccount(s) you have identified in your allocation instructions within two Business Days. If the application is not in Good Order and you are required to provide us with additional information that completes the application and we receive that information prior to the close of a Business Day, we will allocate the portion of the initial Purchase Payment you designate for the Variable Subaccounts that Business Day or the next Business Day according to your allocation instructions. If we receive the information after the close of the Business Day, we will allocate the portion of the initial Purchase Payment you designate for the Variable Subaccounts within the next two Business Days. We will allocate the portion of any additional Purchase Payment you designate for the Variable Subaccounts according to your allocation instructions on the Business Day we receive the Purchase Payment. We process Purchase Payments allocated to the Variable Subaccounts on a Business Day at the Accumulation Unit Values next determined for the Variable Subaccounts.

The Risk Control Account portion of your initial Purchase Payment will be allocated to the Holding Account on your Contract Issue Date before it is transferred to the Risk Control Account. If there is one source of payment indicated on your application, the Holding Account Value will be transferred to the Risk Control Account(s) (according to the allocation instructions on file with us for Levels I and R) as of your initial Risk Control Account Start Date. Your initial Risk Control Account Start Date is the next available Risk Control Account Start Date following the Contract Issue Date (note: Risk Control Account Start Dates offered by the Company are currently the 10th and 25th of each month, or if a non-Business Day, the next Business Day). If there is more than one source of payment indicated on your application, the Holding Account Value will be transferred to the Risk Control Accounts (according to the allocation instructions on file with us for Levels I and R) as of the next available Risk Control Account Start Date following our receipt of all sources of payment. If all sources of payment are not received within the Multiple Source Waiting Period, the Holding Account Value will be transferred to the Risk Control Accounts (according to the allocation instructions on file with us for Levels I and R) as of the next available Risk Control Account Start Date following the last day of the Multiple Source Waiting Period. Any additional payments we receive after the last day of the Multiple Source Waiting Period will not be eligible to be added to the Risk Control Account. These funds will be treated as an additional Purchase Payment rather than an additional source of payment to establish a Risk Control Account. We will allocate any such additional Purchase Payments to the Variable Subaccounts according to the allocation instructions on file with us for Level V on the Business Day we receive the Purchase Payments. If there are no such allocation instructions on file with us or if you request that the additional Purchase Payment be allocated to the Risk Control Account, we will treat the request to allocate the additional Purchase Payment as not in Good Order and will return the additional Purchase Payment to you unless you provide Level V allocation instructions by 4:00 P.M. Eastern Time on the Business Day we receive the Purchase Payment.

If there is no Risk Control Account in force, an additional Purchase Payment may be made in order to establish a Risk Control Account. However, if you exercised your right to discontinue your Risk Control Accounts, as described under “Getting Started – The Accumulation Period – Thirty Day Period to Discontinue Initial Risk Control Accounts,” a new Risk Control Account cannot be established for a period of 30 days. To establish a Risk Control Account, the number of years until the Payout Date must be at least equal to the Risk Control Account Period, and you must change your allocation instructions for Levels C, I and R to include Allocation Level percentages for the Risk Control Account Option and Risk Control Accounts. Each Risk Control Account Period is six years. If these requirements have been met, we will allocate the portion of your Purchase Payment designated for the Risk Control Accounts to the Holding Account, and we will transfer your Holding Account Value to the Risk Control Accounts (according to your allocation instructions on file with us for Levels I and R) as of the next available Risk Control Account Start Date following our receipt of the Purchase Payment. If the number years from the date we receive a Purchase Payment until the Payout Date is less than the Risk Control Account Period, the Purchase Payment will be allocated to the Variable Subaccounts according to the allocation instructions on file with us for Level V on the Business Day we receive the Purchase Payment. If there are no such allocation instructions on file with us or if you request that the additional Purchase Payment be allocated to the Risk Control Account, we will treat the request to allocate the additional Purchase Payment as not in Good Order and will return the additional Purchase Payment to you unless you provide Level V allocation instructions by 4:00 P.M. Eastern Time on the Business Day we receive the Purchase Payment.

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Once a Risk Control Account is in force, you may allocate additional Purchase Payments to the Risk Control Account during a specific period of time prior to the Risk Control Account Maturity Date. This period of time is defined as at least one Business Day, but no more than 30 days prior to a Risk Control Account Maturity Date. Any Purchase Payment we receive during this time will be allocated according to your allocation instructions on file with us for all four Allocation Levels. The portion of the Purchase Payment to be allocated to a Risk Control Account will first be allocated to the Holding Account. The Holding Account Value will be transferred to the Risk Control Accounts (according to the allocation instructions on file with us for Levels I and R) as of the Risk Control Account Maturity Date, which becomes the next Risk Control Account Start Date. Any Purchase Payments we receive outside of this period of time, either on a Risk Control Account Maturity Date, or more than 30 days prior to that date, will be allocated to the Variable Subaccounts according to the allocation instructions on file with us for Level V on the Business Day we receive the Purchase Payment.

Purchase Payments allocated to the Variable Subaccounts become part of the total Variable Subaccount Value, which fluctuates according to the investment performance of the selected Variable Subaccounts. Purchase Payments allocated to the Risk Control Accounts become part of the Risk Control Account Value and will reflect, in part, the investment performance of the reference Index(es), subject to the applicable Index Rate Caps and Index Rate Floors.

Transactions that are scheduled to occur on a day that the unit value for a Variable Subaccount or Risk Control Account is not available will be processed on the next Business Day at the Accumulation Unit Value for the Subaccount or Accumulation Credit Factor for the Risk Control Account next determined.

Express Portfolios

Certain model asset allocation portfolios or “Express Portfolios” are available to assist you in selecting investment options under the Contract. At the time you purchase the Contract, you may elect to allocate all of your Purchase Payments according to one of the Express Portfolios. Each Express Portfolio allocates your Purchase Payments among the Variable Subaccounts and Risk Control Accounts based on a specified allocation percentage for each investment option available under the Portfolio. Each Express Portfolio employs different investment styles and allocates Purchase Payments among investment options to match a specified level of risk tolerance (e.g., conservative, moderate and aggressive). There is no separate charge for selecting an Express Portfolio. See “Benefits Available Under the Contract – Express Portfolios” for more details.

Automatic Rebalance Program

During the Accumulation Period, we will automatically rebalance your Contract Value among the Risk Control Accounts and/or Variable Subaccounts on specified dates based on your most recent allocation instructions that we have on file. See “Benefits Available Under the Contract – Automatic Rebalance Program” for more details.

Transfers

Transfers between Risk Control Accounts and/or Variable Subaccounts will occur automatically under the Automatic Rebalance Program. In addition, by Authorized Request, you may also transfer value:

Between Variable Subaccounts on any Business Day;

Between Risk Control Accounts with the same reference Index as of a Risk Control Account Anniversary;

From Risk Control Accounts to Variable Subaccounts under the Thirty Day Period to Discontinue Initial Risk Control Account;


Between Risk Control Accounts or between Risk Control Accounts and Variable subaccounts as of a Risk Control Account Maturity Date; and

From a Variable Subaccount to a Risk Control Account as of the next available Risk Control Account Start Date if there is no Risk Control Account in force.

You may also make a transfer under the Bailout Provision, as described in “Risk Control Account Option – Bailout Provision.”

Transfer requests must be in Good Order. Transfers are permitted by telephone, internet or in writing. Transfer requests received at our Administrative Office in Good Order on a Business Day prior to the close of the New York Stock Exchange (usually, 4:00 P.M. Eastern Time) will be processed as of the end of that Business Day. Transfer requests received at our Administrative Office in Good Order on a Business Day after the close of the New York Stock Exchange will be processed as of the end of the next Business Day. We will not process a transfer request we receive on the Payout Date.
We reserve the right to impose a transfer fee, which, if imposed, will be deducted from the Variable Subaccount or Risk Control Account from which the transfer is made. If a transfer is made from more than one Variable Subaccount or Risk Control Account at the same time, the transfer fee will be deducted Pro Rata from the value in the Variable Subaccounts and/or Risk Control Accounts. We reserve the right to modify, suspend or terminate the transfer privilege for any Contract or series of Contracts at any time for any reason.

If there is no Risk Control Account in force, you may request to transfer value from a Variable Subaccount in order to establish a Risk Control Account by Authorized Request. However, if you exercised your right to discontinue your Risk Control Accounts, as described under “Getting Started – The Accumulation Period – Thirty Day Period to Discontinue Initial Risk Control Accounts,” a new Risk Control Account cannot be established for a period of 30 days.

To establish one or more Risk Control Accounts, the number of years from the Risk Control Account Start Date until the Payout Date must be at least equal to the Risk Control Account Period. Each Risk Control Account Period is six years. You must also provide allocation instructions for Levels I and R by Authorized Request at least one Business Day prior to a Risk Control Account Start Date to be effective as of that Risk Control Account Start Date. Allocation instructions received on a Risk Control Account Start Date will be effective as of the next available Risk Control Account Start Date. If these requirements are met, the transfer will occur on a Pro Rata basis from the Variable Subaccounts as of the next available Risk Control Account Start Date. The Variable Subaccount Value transferred to a Risk Control Account will be allocated according to the allocation percentages on file with us for Levels I and R.

If the number of years until the Payout Date is less than the Risk Control Account Period, transfers to a Risk Control Account will not be allowed. Each Risk Control Account Period is six years.

VARIABLE SUBACCOUNT OPTION

The Variable Separate Account.Account is a segregated investment account to which we allocate certain assets and liabilities attributable to those variable annuity contracts that offer Variable Subaccounts. The Variable Separate Account is registered with the SEC as a unit investment trust under the 1940 Act and was formed on June 8, 2015. We own the assets of the Variable Separate Account and value the assets of the Variable Separate Account each Business Day. The obligations under the Contracts, including obligations related to the Variable Separate Account, are obligations of the Company.

The portion of the assets of the Variable Separate Account equal to the reserves and other liabilities of the Contracts supported by the Variable Separate Account will not be charged with liabilities arising from any other business that we may conduct. We have the right to transfer to our General Account any assets of the Variable Separate Account that are in excess of such reserves and other Contract liabilities. The income, gains and losses, realized or unrealized, from the assets allocated to the Variable Separate Account will be credited to or charged against the Variable Separate Account, without regard to our other income, gains or losses.


The Variable Separate Account is divided into Variable Subaccounts. Each Variable Subaccount invests its assets solely in the shares or units of designated Funds of underlying investment companies. Purchase Payments allocated and transfers to a Variable Subaccount are invested in the Fund supporting that Variable Subaccount.

Subject to obtaining approval or consent required by applicable law, we reserve the right to:

Combine the Variable Separate Account with any other variable separate accounts that are also registered as unit investment trusts under the 1940 Act;

Eliminate or combine any Variable Subaccounts and transfer the assets of any Variable Subaccount to any other Variable Subaccount;

Close certain Variable Subaccounts to the allocation of Purchase Payments or transfer of Contract Value;

Deregister the Variable Separate Account under the 1940 Act if such registration is no longer required;

Operate the Variable Separate Account as a management investment company under the 1940 Act (including managing the Variable Separate Account under the direction of a committee) or in any other form permitted by law;

Restrict or eliminate any voting rights of Owners or other persons having such rights as to the Variable Separate Account; and

Make any other changes to the Variable Separate Account or its operations as may be required by the 1940 Act or other applicable law or regulations.

In the event of any substitution or other change, we may make changes to the Contract as may be necessary or appropriate to reflect such substitution or other change.

Funds

This Prospectus is accompanied by a current prospectus for each Fund underlying a Variable Subaccount. You should read the Fund prospectuses carefully before investing. More information about the Funds is available in the prospectuses for the Funds, which can be found online at https://cmannuities.com/products/variable-index-linked-annuities/horizon-sub-fund-fact-sheets. You can also request this information at no cost by calling 1-800-798-5500 or by sending an email request to AnnuityAndPRTManagersMail@cunamutual.com.

We select the Funds based on several criteria, including asset class coverage, the strength of the investment adviser’s or subadviser’s reputation and tenure, brand recognition, performance, fees, and the capability and qualification of each investment firm. Another factor we consider during the selection process is whether the Fund, its investment adviser, its subadviser(s), or an affiliate will compensate us or our affiliates, as described below under “Availability of the Funds” and “Distribution of the Contract.” We review the Funds periodically and may remove or limit a Fund’s availability to new purchase payments and/or transfers of Variable Subaccount Value if we determine that the Fund no longer meets one or more of the selection criteria, and/or if the Fund has not attracted significant allocations from Owners.

Owners, through their indirect investment in the Funds, bear the costs of: (i) investment advisory or management fees that the Funds pay their respective investment advisers, and in some cases, subadvisers (see the Funds’ prospectuses for more information); (ii) administrative fees; (iii) 12b-1 service fees; and (iv) other expenses. As discussed above, an investment adviser or subadviser to a Fund, or its affiliates, may make payments to us and/or certain of our affiliates. These payments may be derived, in whole or in part, from the advisory (and in some cases, subadvisory) or other fees deducted from Fund assets.


From time to time, the Funds may reorganize or merge with other mutual funds. If that occurs, we will process any instructions to allocate to the Variable Subaccount investing in the merged Fund post-merger instead to the Variable Subaccount investing in the surviving Fund.

These mutual fund portfolios are not available for purchase directly by the general public, and are not the same as other mutual fund portfolios with very similar or nearly identical names that are sold directly to the public. However, the investment objectives and policies of certain portfolios available under the Contract may be very similar to the investment objectives and policies of other portfolios that are managed by the same investment adviser or manager. Nevertheless, the investment performance and results of the portfolios available under the Contract may be lower, or higher, than the investment results of such other (publicly available) portfolios. There can be no assurance, and no representation is made, that the investment results of any of the portfolios available under the Contract will be comparable to the investment results of any other mutual fund portfolio, even in the other portfolio has the same investment adviser or manager and the same investment objectives and policies, and a very similar name.

The names, investment objectives, investment advisers and subadvisers, current expenses, and performance information for each Fund in which the Variable Subaccounts invest are summarized in “Appendix A” to this Prospectus.

There is no guarantee that the stated objectives and policies of any of the Funds will be achieved. More detailed information concerning the investment objectives, policies and restrictions of the Funds, the expenses of the Funds, the risks attendant to investing in the Funds and other aspects of their operations can be found in the current prospectuses for the Funds and the current statement of additional information for each of the Funds. You may obtain a prospectus or a statement of additional information for any of the Funds by contacting the Company or by asking your financial professional. You should read the Funds’ prospectuses carefully before making any decision concerning the allocation of Purchase Payments or transfers among the Variable Subaccounts.

Availability of the Funds

The Variable Separate Account purchases shares of a Fund in accordance with a participation agreement. If a participation agreement terminates, the Variable Separate Account may not be able to purchase additional shares of the Fund(s) covered by the agreement. Likewise, in certain circumstances, it is possible that shares of a Fund may not be available to the Variable Separate Account even if the participation agreement relating to that Fund has not been terminated. In either event, Owners will no longer be able to allocate Purchase Payments or transfer Contract Value to the Variable Subaccount investing in the Fund.

We have entered into agreements with the investment adviser or distributor of certain Funds pursuant to which the investment adviser or distributor pays us a servicing fee based upon an annual percentage of the average daily net assets invested by the Variable Separate Account in the Fund. These percentages vary and currently range from 0.00% to 0.25% of each Fund’s average daily net assets. The amount paid is based on assets of the particular Fund attributable to the Contract issued by us. The amounts we receive under the servicing agreements may be significant.

The service fees are for administrative services provided to the Funds by us and our affiliates. These payments may be derived, in whole or in part, from the investment management fees deducted from assets of the Funds. Owners, through their indirect investment in the Funds, bear the costs of the investment management fees.

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In addition, certain Funds have adopted 12b-1 plans. Such plans allow the Fund to pay Rule 12b-1 fees to those who sell or distribute Fund shares and/or provide services to shareholders and Owners. Each of those Funds describes its Rule 12b-1 plan in its prospectus. Under certain Rule 12b-1 plans, we may receive 12b-1 fees for providing services to the Funds. Rule 12b-1 fees are deducted from Fund assets and, therefore, are indirectly borne by Owners.

Addition, Deletion, or Substitution of Investments

We may, subject to applicable law, make additions to, deletions from, or substitutions for the shares of a Fund that are held in the Variable Separate Account or that the Variable Separate Account may purchase. If the shares of a Fund are no longer available for investment or if, in our judgment, further investment in any Fund should become inappropriate, we may redeem the shares, if any, of that Fund and substitute shares of another Fund. Such other Funds may have different fees and expenses. We will not substitute any shares attributable to a Contract's interest in a Variable Subaccount without prior notice and approval of the SEC and state insurance authorities, to the extent required by the 1940 Act or other applicable law.

We also may establish additional Variable Subaccounts of the Variable Separate Account, each of which would invest in shares of a new corresponding Fund having a specified investment objective. We may, in our sole discretion, establish new Variable Subaccounts or eliminate or combine one or more Variable Subaccounts if marketing needs, tax considerations, or investment conditions warrant. Any new Variable Subaccounts may be made available to existing Owners on a basis to be determined by us. Also, certain Variable Subaccounts may be closed to certain customers. Subject to obtaining any approvals or consents required by applicable law, the assets of one or more Variable Subaccounts may be transferred to any other Variable Subaccount if, in our sole discretion, marketing, tax, or investment conditions warrant.

In the event of any such substitution or change, we (by appropriate endorsement, if necessary) may change the Contract to reflect the substitution or change.

Frequent Transfers Procedures

Frequent, large, or short-term transfers among Variable Subaccounts, such as those associated with “market timing” transactions, can adversely affect the Funds and the returns achieved by Owners. In particular, such transfers may dilute the value of Fund shares, interfere with the efficient management of the Funds, and increase brokerage and administrative costs of the Funds. These costs are borne by all Owners allocating Purchase Payments or Contract Value to the Variable Subaccounts and other Fund shareholders, not just the Owner making the transfers.

In order to try to protect Owners and the Funds from potentially harmful trading activity, we have adopted certain Frequent Transfers Procedures.

We employ various means in an attempt to detect, deter, and prevent inappropriate frequent, large, or short-term transfer activity among the Variable Subaccounts that may adversely affect other Owners or Fund shareholders. We may vary the Frequent Transfers Procedures with respect to the monitoring of potential harmful trading activity from Variable Subaccount to Variable Subaccount, and may be more restrictive with regard to certain Variable Subaccounts than others. However, we will apply the Frequent Transfers Procedures, including any variance in the Frequent Transfers Procedures by Variable Subaccount, uniformly to all Owners. We also coordinate with the Funds to identify potentially inappropriate frequent trading, and will investigate any patterns of trading behavior identified by Funds that may not have been captured through operation of the Frequent Transfers Procedures. Please note that despite our best efforts, we may not be able to detect nor stop all harmful transfers.

If we determine under the Frequent Transfers Procedures that an Owner has engaged in inappropriate frequent transfers, we will notify such Owner that from that date forward, for three months from the date we mail the notification letter, transfer privileges for the fund(s) in which inappropriate transfers were made will be revoked. Second time offenders will be permanently restricted from buying into the fund(s).


In our sole discretion, we may revise the Frequent Transfers Procedures at any time without prior notice as necessary to (i) better detect and deter frequent, large, or short-term transfers that may adversely affect other Owners or Fund shareholders, (ii) comply with state or federal regulatory requirements, or (iii) impose additional or alternate restrictions on Owners who make inappropriate frequent transfers (such as dollars or percentage limits on transfers). We also may, to the extent permitted by applicable law, implement and administer redemption fees imposed by one or more of the Funds in the future. If required by applicable law, we may deduct redemption fees imposed by the Funds. Further, to the extent permitted by law, we also may defer the transfer privilege at any time that we are unable to purchase shares of the Funds. You should be aware that we are contractually obligated to prohibit purchases and transfers of Fund shares at the Fund’s request.

We currently do not impose redemption fees on transfers, or expressly allow a certain number of transfers in a given period, or limit the size of transfers in a given period; however, we do impose a transfer fee as discussed under “Fees and Expenses.” Redemption fees, transfer limits, and other procedures or restrictions may be more or less successful than our policies in deterring inappropriate frequent transfers or other disruptive transfers and in preventing or limiting harm from such transfers.

Our ability to detect and deter such transfer activity is limited by our operational and technological systems, as well as by our ability to predict strategies employed by Owners (or those acting on their behalf) to avoid detection. Accordingly, despite our best efforts, we cannot guarantee that the Frequent Transfers Procedures will detect or deter frequent or harmful transfers by such Owners or intermediaries acting on their behalf. We apply the Frequent Transfers Procedures consistently to all Owners without waiver or exception.

Fund Frequent Trading Policies

The Funds have adopted their own policies and procedures with respect to inappropriate frequent purchases and redemptions of their respective shares. The prospectuses for the Funds describe any such policies and procedures. The frequent trading policies and procedures of a Fund may be different, and more or less restrictive, than the frequent trading policies and procedures of other Funds and the policies and procedures we have adopted to discourage inappropriate frequent transfers. Accordingly, Owners and other persons who have material rights under the Contracts should assume that the sole protections they may have against potential harm from frequent transfers are the protections, if any, provided by the Frequent Transfers Procedures. You should read the prospectuses of the Funds for more details on their ability to refuse or restrict purchases or redemptions of their shares.

Owners also should be aware that the purchase and redemption orders received by the Funds generally are “omnibus” orders from intermediaries such as retirement plans and separate accounts funding variable insurance contracts. The omnibus orders reflect the aggregation and netting of multiple orders from individual owners of variable insurance contracts and individual retirement plan participants. The omnibus nature of these orders may limit each Fund’s ability to apply its respective frequent trading policies and procedures.

You should be aware that we are required to provide to a Fund or its designee, promptly upon request, certain information about the transfer activity of individual Owners and, if requested by the Fund, to restrict or prohibit further purchases or transfers by specific Owners identified by the Fund as violating the frequent trading policies established for that Fund.

Voting Rights

In accordance with our view of current applicable law, we will vote Fund shares held in the Variable Separate Account at regular and special shareholder meetings of the Funds in accordance with instructions received from persons having voting interests in the corresponding Variable Subaccounts. If, however, the 1940 Act or any regulation thereunder should be amended, or if the present interpretation thereof should change, or we otherwise determine that we are allowed to vote the shares in our own right, we may elect to do so.

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The number of votes that an Owner has the right to instruct will be calculated separately for each Variable Subaccount and may include fractional votes. An Owner holds a voting interest in each Variable Subaccount to which the Variable Subaccount Value is allocated.

The number of votes attributable to a Variable Subaccount will be determined by dividing the Variable Subaccount Value by the net asset value per share of the Fund(s) in which that Variable Subaccount invests.

The number of votes available to an Owner will be determined as of the date coincident with the date established by the Fund for determining shareholders eligible to vote at the relevant meeting of the Fund's shareholders. Voting instructions will be solicited by written communication prior to such meeting in accordance with procedures established for the Fund. Each Owner having a voting interest in a Variable Subaccount will receive proxy materials and reports relating to any meeting of shareholders of the Fund in which that Variable Subaccount invests.

Fund shares for which no timely instructions are received and shares held by us in a Variable Subaccount for which no Owner has a beneficial interest will be voted in proportion to the voting instructions which are received with respect to all Contracts participating in that Variable Subaccount. This means that a small number of Owners may determine the outcome of the vote. Voting instructions to abstain on any item to be voted upon will be applied to reduce the total number of votes eligible to be cast on a matter.

Variable Subaccount Value

Your total Variable Subaccount Value for any Valuation Period is the sum of all Variable Subaccount Values. The Variable Subaccount Value for each Variable Subaccount is equal to:

The number of the Variable Subaccount’s Accumulation Units credited to you; multiplied by

The Accumulation Unit Value for that Variable Subaccount at the end of the Valuation Period for which the determination is being made. The Accumulation Unit Value for a Variable Subaccount increases or decreases to reflect the investment performance of the corresponding underlying Fund and decreases to reflect the Contract Fee and expenses of the underlying Fund.

Accumulation Unit Values. The Accumulation Unit Value at the end of every Valuation Period is determined by subtracting (b) from (a) and dividing the result by (c) (i.e., (a - b) / c), where:

(a)= The net assets of the Variable Subaccount as of the end of the Valuation Period plus or minus the net charge or credit with respect to any taxes paid or any amount set aside as a provision for taxes during the Valuation Period;

(b)= The daily Contract Fee multiplied by the number of days in the Valuation Period; and

(c)= The number of Accumulation Units outstanding at the end of such Valuation Period.

Accumulation Units. For each Variable Subaccount, Purchase Payments or transferred amounts are converted into Accumulation Units. The number of Accumulation Units credited is determined by dividing the dollar amount directed to each Variable Subaccount by the Accumulation Unit Value for that Variable Subaccount at the end of the Valuation Period in which the Purchase Payment or amount is received. The number of your Accumulation Units in a Variable Subaccount is increased by additional Purchase Payments and transfers. The number of Accumulation Units does not change as a result of investment experience or deduction of the Contract Fee.

We will redeem Accumulation Units from a Variable Subaccount upon: (i) a partial withdrawal or full surrender (including deduction of any Surrender Charge, if applicable); (ii) a transfer from the Variable Subaccount; (iii) payment of the Death Benefit; (iv) the Payout Date; (v) the deduction of the transfer fee; (vi) the deduction of any fees imposed by a Fund as a redemption fee or liquidity fee in connection with the redemption of its shares or otherwise imposed by applicable law; and (vii) to pay fees for special services such as the wire transfers or express mail.


RISK CONTROL ACCOUNT OPTION

The Risk Control Separate Account is a non-registered Separate Account in which we hold reserves for our guarantees attributable to annuity contracts that offer Risk Control Accounts. The assets in the Risk Control Separate Account equal to the reserves and other liabilities of the Contract supported by the Risk Control Separate Account 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 Accounts, as well as our other general obligations. The guarantees in this Contract are subject to the Company’s financial strength and claims-paying ability.

We will apply Credited Index Interest

You may allocate your Purchase Payments and Variable Subaccount Value to yourthe Risk Control Accounts we currently make available. The portion of the Contract Value allocated to a Risk Control Account on a Contract Anniversaryis credited with interest based in part on the percentage changeinvestment performance of external indices. Currently, we offer two types of Risk Control Accounts: A Secure Account and a Growth Account. We hold reserves for the Index Rate Floor and Cap guarantees for amounts allocated to the Risk Control Accounts in the Index duringRisk Control Separate Account. Purchase Payments and Variable Subaccount Value you allocate to the Contract Year just completed,Risk Control Accounts become part of your Risk Control Account Value. Your Risk Control Account Value reflects, in part, the performance of the reference Index, subject to the interest rate calculation methodology,applicable Index Interest Rate Cap and Index Interest Rate Floor. InEach Risk Control Account Anniversary prior to the caseRisk Control Account Maturity Date starts a new year for purposes of calculating index interest. When funds are withdrawn from a Risk Control Account prior to the Risk Control Account Anniversary for a surrender, partial withdrawal, surrender,transfer, annuitization or deathpayment of the Owner that occurs duringDeath Benefit index interest is calculated up to the date of withdrawal as described below. Your Risk Control Account Value must remain in a Contract YearRisk Control Account for the entire Risk Control Account Period to avoid the imposition of Surrender Charges and a Market Value Adjustment. Each Risk Control Account Period is six years. Partial withdrawals from the Risk Control Accounts are not permitted if there is Variable Subaccount Value, except for withdrawals on the Risk Control Account Maturity Date. Only one Risk Control Account Period can be in force at any time. This would allow for both a date other thanSecure Account and Growth Account for each reference Index to be established for the same Risk Control Account Period. However, once a Contract Anniversary, we will apply Credited Index Interest to your Contract ValueRisk Control Account(s) is in force, new Risk Control Accounts cannot be established until the termination of the existing Risk Control Accounts on the Risk Control Account Maturity Date. Accordingly, no additional values can be transferred into a Risk Control Account and no additional Purchase Payments can be allocated to a Risk Control Account based onuntil the percentage change in the Index from the beginningend of the current Risk Control Account Period.

At the time the Contract Yearis purchased, if a portion of the initial Purchase Payment is allocated to a Risk Control Account, you have thirty days after the initial Risk Control Account Start Date to discontinue your Risk Control Accounts and transfer the total Risk Control Account Value to the dateVariable Subaccounts. See “Getting Started – The Accumulation Period – Thirty Day Period to Discontinuing Risk Control Accounts.” Risk Control Account Start Dates currently offered by the Company are the 10th and 25th of each month, or if a non-Business Day, the partial withdrawal, surrender, annuitization or death, as applicable, subject tonext Business Day.

The performance of each Index associated with the interest rate calculation methodology, Index Interest Rate Cap and Index Interest Rate Floor. Please note that the IndexRisk Control Accounts does not include dividends paid on the stocks comprising the Index, and therefore, the performance of the Index does not reflect the full performance of those underlying securities. The Index rate of return is determined on each Risk Control Account Anniversary and is measured over the Risk Control Account 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 Index Period.


Risk Control Account Value

Your Contract Value allocated to the Risk Control Accounts for any Valuation Period is equal to the sum of your Risk Control Account Value in each Risk Control Account. The Risk Control Account Value for each Risk Control Account is equal to:

The number of that Risk Control Account’s Accumulation Credits credited to you; multiplied by

The Accumulation Credit Factor for that Risk Control Account at the end of the Valuation Period for which the determination is being made.

Accumulation Credit Factors. The Accumulation Credit Factor for each Risk Control Account is arbitrarily set initially at $10 as of each Risk Control Account Start Date. Thereafter, the Accumulation Credit Factor for the Risk Control Account at the end of each Valuation Period is determined by multiplying (a) by (b) and subtracting (c) (i.e., a x b – c), where:

(a)= The Accumulation Credit Factor for the Risk Control Account at the start of the Risk Control Account Year;

(b)= The Index rate of return (defined below); and

(c)= The Risk Control Account Daily Contract Fee (defined below) multiplied by the number of days that have passed since the last Risk Control Account Anniversary.

The “Index rate of return” for each Risk Control Account on any Business Day is equal to the change in the Index for the current Risk Control Account Year, adjusted for the Index Rate Cap or Index Rate Floor. Specifically, it is calculated as (A / B), where:

A =  Adjusted Index Value (defined below) as of the current Business Day; and

B =  The Initial Index Value as of the start of the current Risk Control Account Year. If a Risk Control Account Start Date or Risk Control Account Anniversary does not fall on a Business Day, the Initial Index Value for the next Business Day will be used.

We use the Index rate of return to determine the interest we credit, if any, to Risk Control Account Value.

The “Adjusted Index Value” is the Closing Index Value adjusted for the Index Rate Cap or Index Rate Floor for the current Risk Control Account Year. The Adjusted Index Value is calculated each time the Index rate of return is calculated. This can be as frequently as daily and occurs on each Risk Control Account Anniversary or on any date when a partial withdrawal, surrender, Death Benefit or annuitization is processed. The Closing Index Value is the closing value of an Index as of a Business Day. 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. The Adjusted Index Value for each Risk Control Account is calculated as follows:

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

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

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

For example, assume the following:

Initial Index Value = 1,000


Index Rate Cap = 15%

Index Rate Floor = -10%

At the time the Index rate of return is calculated, the Adjusted Index Value will be:

Scenario 1: Closing Index Value is greater than Initial Index Value multiplied by (1 + Index Rate Cap)
Closing Index Value = 1,200

1,200 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 is less than Initial Index Value multiplied by (1 + Index Rate Floor)

Closing Index Value = 850

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

Scenario 3: Closing Index Value is less than Initial Index Value multiplied by (1 + Index Rate Cap) but more than Initial Index Value multiplied by (1 + Index Rate Floor)
Closing Index Value = 1,100

1,100 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 + Index Rate Cap) and will never be lower than the Initial Index Value multiplied by (1 + Index Rate Floor).

The Risk Control Account Daily Contract Fee is calculated as (a) the Contract Fee divided by (b) the number of days in the Risk Control Account Year multiplied by (c) the Accumulation Credit Factor for the Risk Control Account at the start of the Risk Control Account Year (i.e. a / b x c).

For example, assume the following:

Contract Fee = 1.50%

Number of days in the Risk Control Account Year = 365

Accumulation Credit Factor for the Risk Control Account at the start of the Risk Control Account Year = 10.00

Then, the Risk Control Account Daily Contract Fee = 1.50% / 365 x 10.00 = 0.000410959.

Accumulation Credits. In order to establish a Risk Control Account, Purchase Payments and/or Variable Subaccount Value transferred to the Risk Control Accounts are converted into Accumulation Credits. The number of Accumulation Credits credited to each Risk Control Account is determined by dividing the dollar amount directed to each Risk Control Account by the Accumulation Credit Factor as of the end of the Valuation Period for which the Purchase Payment or Variable Subaccount Value transferred is received.

We will redeem Accumulation Credits from a Risk Control Account upon: (i) partial withdrawal or full surrender (including any applicable Surrender Charge and negative Market Value Adjustment); (ii) a transfer from the Risk Control Account; (iii) payment of the Death Benefit; (iv) the Payout Date; (v) the deduction of the transfer fee; and (vi) to pay fees for special services such as wire transfers or express mail. We redeem Accumulation Credits as of the end of the Valuation Period (or effective date of the transfer) in which we receive your request for surrender, partial withdrawal or transfer or your Beneficiary’s request for payment of the Death Benefit in Good Order unless you or your Beneficiary specify a later date. We redeem Accumulation Credits to cover the transfer fee at the time the transfer occurs.

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Setting the Index Rate Cap and the Index Rate Floor for the Secure Account and the Growth Account. We consider various factors in determining the Index Rate Caps and Index Rate 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 Index Rate Cap and the Index Rate Floor at our sole discretion. For each Risk Control Account, we set an Index Rate Cap for the first Risk Control Account Year, which is made available at least two weeks in advance of the Risk Control Account Start Date. We may set a new Index Rate Cap prior to each Risk Control Account Anniversary for the subsequent Risk Control Account Year and will send you written notice at least two weeks prior to the Risk Control Account Anniversary. This notice will describe the Owner’s right to transfer Contract Value between Risk Control Accounts, as permitted by the Contract, and the right to exercise the Bailout Provision, if applicable. The Index Rate Cap will always be positive and will be subject to a guaranteed minimum of 1% and a maximum of 75%.

The Index Rate Floor is the minimum Index rate of return used as part of the Accumulation Credit Factor calculation for determining the value of a Risk Control Account prior to deduction of the Contract Fee. This rate will not change during the life of your Contract. The Secure Account has an Index Rate Floor of 0%, and the Growth Account has an Index Rate Floor of -10%. Although negative investment performance is limited by the Index Rate Floor, you could lose more than 10% due to Contract Fees, Surrender Charges, a negative Market Value Adjustment and federal income tax penalties.

Bailout Provision. We will set a single bailout rate for all Risk Control Accounts under the Secure Account option and a single bailout rate for all Risk Control Accounts under the Growth Account option. The bailout rate for the Risk Control Account under the Secure Account Option may range from 1% - 10%, while the bailout rate for the Risk Control Account under the Growth Account Option may range from 1.5% - 25%. The bailout rate(s) will be prominently displayed on your Contract Data Page attached to the front of the cover page of the Contract and will not change during the life of your Contract. If the Index Rate Cap for your Risk Control Account is set below the bailout rate for that Risk Control Account, the Bailout Provision allows you to transfer the Risk Control Account Value from that Risk Control Account to the Variable Subaccounts, during the 30-day period following the Risk Control Account Anniversary by Authorized Request without the application of a Market Value Adjustment. If the bailout rate equals the Index Rate Cap for your Risk Control Account, you will not be eligible to transfer your Risk Control Account Value under the Bailout Provision. For example, if the bailout rate for the Secure Account is set at 1.00% and the Index Rate Cap for the Secure Account is set at 1.00%, you would not be eligible to transfer under the Bailout Provision. If you intend to withdraw Risk Control Account Value transferred from a Risk Control Account under the Bailout Provision, the Risk Control Account Value would first be transferred to the Variable Subaccounts according to your instructions and then withdrawn from the Variable Subaccounts without the application of a Market Value Adjustment. The amount withdrawn from the Variable Subaccounts may be subject to a Surrender Charge. Partial withdrawals and surrenders are also subject to income taxes, and if taken before age 59½, may also be subject to a 10% federal penalty tax. See “Federal Income Tax Matters.” We must receive your Authorized Request under the Bailout Provision in Good Order during the 30-day period following the Risk Control Account Anniversary. At any time the Index Rate Cap for your Risk Control Account is less than the bailout rate specified on your Contract Data Page, we may, at our discretion, restrict transfers into that Risk Control Account.

The Bailout Provision applies to all Risk Control Accounts.

Examples. The following three examples illustrate how investment performance of the underlying stocks.reference Index of the Secure and Growth Account is applied in crediting interest to the Risk Control Accounts through the Accumulation Credit Factor based on different levels of Index performance. The change in the value of the Accumulation Credit Factor reflects the application of the Index rate of return and a reduction for the Contract Fee. No withdrawals are assumed to occur under these examples and all values are determined on Risk Control Account Anniversaries. The examples assume the Index Rate Caps remain unchanged since Contract issue. The examples illustrate hypothetical circumstances solely for the purpose of demonstrating Risk Control Account calculations and are not intended as estimates of future performance of the Index.


Example 1: This example illustrates how interest would be credited based on the return of the Index and subject to the Index Rate Cap and Index Rate Floor. In this example, the return on the Index is greater than the Index Rate Cap and Index Rate Floor.

Assume the following information:

As of the Risk Control Account Start Date:

Initial Index Value: 1,000

Contract Fee: 1.50%

S&P 500 Secure Account

Account Value: $75,000

Accumulation Credit Factor: $10

Accumulation Credits: 7,500

Index Rate Floor: 0.00%

Index Rate Cap: 8.00%

S&P 500 Growth Account

Account Value: $25,000

Accumulation Credit Factor: $10

Accumulation Credits: 2,500

Index Rate Floor: -10.00%

Index Rate Cap: 18.00%

As of the Risk Control Account Anniversary:

Closing Index Value: 1,200

Days in Risk Control Account Year: 366

Step 1: Calculate the Adjusted Index Value

The Initial Index Value is 1,000 and the Closing Index Value is 1,200. The Closing Index Value is greater than the Initial Index Value multiplied by the result of 1 plus the Index Rate Cap for both the Secure and Growth Accounts. Therefore, the Adjusted Index Value equals the Initial Index Value multiplied by the result of 1 plus the Index Rate Cap. For the Secure Account, this is calculated as 1,000 multiplied by the result of 1 plus 0.08 which equals 1,080. For the Growth Account, this is calculated as 1,000 multiplied by the result of 1 plus 0.18 which equals 1,180.

Step 2: Calculate the Index Rate of Return

The Index rate of return is equal to the Adjusted Index Value divided by the Initial Index Value. For the Secure Account, this is calculated as 1,080 divided by 1,000 which equals 1.08 (8% increase from Initial Index Value). For the Growth Account, this is calculated as 1,180 divided by 1,000 which equals 1.18 (18% increase from Initial Index Value).

Step 3: Calculate the Risk Control Account Daily Contract Fee

The Risk Control Account Daily Contract Fee is equal to the Contract Fee divided by the number of days in the Risk Control Account Year multiplied by the Accumulation Credit Factor at the start of the Risk Control Account Year. For both the Secure and Growth Accounts, this is equal to 1.50% divided by 366 multiplied by $10 which equals $0.000409836.

Step 4: Calculate the Accumulation Credit Factor

The Accumulation Credit Factor is equal to the Accumulation Credit Factor at the start of the Risk Control Account Year multiplied by the Index rate of return less the result of the Risk Control Account Daily Contract Fee multiplied by the number of days that have passed since the last Risk Control Account Anniversary. For the Secure Account, this is equal to $10 multiplied by 1.08 less the result of $0.000409836 multiplied by 366 which equals $10.65. For the Growth Account, this is equal to $10 multiplied by 1.18 less the result of $0.000409836 multiplied by 366 which equals $11.65.

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Step 5: Calculate the Risk Control Account Value.

The Risk Control Account Value is equal to the number of Accumulation Credits multiplied by the ending Accumulation Credit Factor. For the Secure Account, this is equal to 7,500 multiplied by $10.65 which equals $79,875. For the Growth Account, this is equal to 2,500 multiplied by $11.65 which equals $29,125. This is an increase of $4,875 for the Secure Account ($79,875 – $75,000 = $4,875) and an increase of $4,125 for the Growth Account ($29,125 – $25,000 = $4,125).

Example 2: This example illustrates how interest would be credited based on the return of the Index and subject to the Index Rate Cap and Index Rate Floor. In this example, the return on the Index is less than the Index Rate Cap and greater than the Index Rate Floor.

Assume the following information:

As of the Prior Risk Control Account Anniversary:

Initial Index Value: 1,200

Contract Fee: 1.50%

S&P 500 Secure Account

Account Value: $79,875

Accumulation Credit Factor: $10.65

Accumulation Credits: 7,500

Index Rate Floor: 0.00%

Index Rate Cap: 8.00%


S&P 500 Growth Account

Account Value: $29,125

Accumulation Credit Factor: $11.65

Accumulation Credits: 2,500

Index Rate Floor: -10.00%

Index Rate Cap: 18.00%

As of the Risk Control Account Anniversary:

Closing Index Value: 1,236

Days in Risk Control Account Year: 365

Step 1: Calculate the Adjusted Index Value

The Initial Index Value is 1,200 and the Closing Index Value is 1,236. The Closing Index Value is less than the Initial Index Value multiplied by the result of 1 plus the Index Rate Cap, but it is more than the Initial Index Value multiplied by the result of 1 plus the Index Rate Floor for both the Secure and Growth Accounts. Therefore, the Adjusted Index Value equals the Closing Index Value which is 1,236.

Step 2: Calculate the Index Rate of Return

The Index rate of return is equal to the Adjusted Index Value divided by the Initial Index Value. For both the Secure and Growth Accounts, this is calculated as 1,236 divided by 1,200 which equals 1.03 (3% increase from Initial Index Value).

Step 3: Calculate the Risk Control Account Daily Contract Fee

The Risk Control Account Daily Contract Fee is equal to the Contract Fee divided by the number of days in the Risk Control Account Year multiplied by the Accumulation Credit Factor at the start of the Risk Control Account Year. For the Secure Account, this is equal to 1.50% divided by 365 multiplied by $10.65 which equals $0.000437671. For the Growth Account, this is equal to 1.50% divided by 365 multiplied by $11.65 which equals $0.000478767.

Step 4: Calculate the Accumulation Credit Factor

The Accumulation Credit Factor is equal to the Accumulation Credit Factor at the start of the Risk Control Account Year multiplied by the Index rate of return less the result of the Risk Control Account Daily Contract Fee multiplied by the number of days that have passed since the last Risk Control Account Anniversary. For the Secure Account, this is equal to $10.65 multiplied by 1.03 less the result of $0.000437671 multiplied by 365 which equals $10.80975. For the Growth Account, this is equal to $11.65 multiplied by 1.03 less the result of $0.000478767 multiplied by 365 which equals $11.82475.

Step 5: Calculate the Risk Control Account Value.

The Risk Control Account Value is equal to the number of Accumulation Credits multiplied by the ending Accumulation Credit Factor. For the Secure Account, this is equal to 7,500 multiplied by $10.80975 which equals $81,073.13. For the Growth Account, this is equal to 2,500 multiplied by $11.82475 which equals $29,561.88. This is an increase of $1,198.13 for the Secure Account ($81,073.13 – $79,875 = $1,198.13) and an increase of $436.88 for the Growth Account ($29,561.88 – $29,125 = $436.88).

Example 3: This example illustrates how interest would be credited based on the return of the Index and subject to the Index Rate Cap and Index Rate Floor. In this example, the return on the Index is less than the Index Rate Floor.


Assume the following information:

As of the Prior Risk Control Account Anniversary:

Initial Index Value: 1,236

Contract Fee: 1.50%

S&P 500 Secure Account

Account Value: $81,073.13

Accumulation Credit Factor: $10.80975

Accumulation Credits: 7,500

Index Rate Floor: 0.00%

Index Rate Cap: 8.00%

S&P 500 Growth Account

Account Value: $29,561.88

Accumulation Credit Factor: $11.82475

Accumulation Credits: 2,500

Index Rate Floor: -10.00%

Index Rate Cap: 18.00%

As of the Risk Control Account Anniversary:

Closing Index Value: 988.8

Days in Risk Control Account Year: 365

Step 1: Calculate the Adjusted Index Value

The Initial Index Value is 1,236 and the Closing Index Value is 988.8. The Closing Index Value is less than the Initial Index Value multiplied by the result of 1 plus the Index Rate Floor for both the Secure and Growth Accounts. Therefore, the Adjusted Index Value equals the Initial Index Value multiplied by the result of 1 plus the Index Rate Floor. For the Secure Account, this is calculated as 1,236 multiplied by the result of 1 plus 0.00 which equals 1,236. For the Growth Account, this is calculated as 1,236 multiplied by the result of 1 plus -0.10 which equals 1,112.4.

Step 2: Calculate the Index Rate of Return

The Index rate of return is equal to the Adjusted Index Value divided by the Initial Index Value. For the Secure Account, this is calculated as 1,236 divided by 1,236 which equals 1.00 (0% increase from the Initial Index Value). For the Growth Account, this is calculated as 1,112.4 divided by 1,236 which equals 0.90 (10% decrease from Initial Index Value).

Step 3: Calculate the Risk Control Account Daily Contract Fee

The Risk Control Account Daily Contract Fee is equal to the Contract Fee divided by the number of days in the Risk Control Account Year multiplied by the Accumulation Credit Factor at the start of the Risk Control Account Year. For the Secure Account, this is equal to 1.50% divided by 365 multiplied by $10.80975 which equals $0.000444236. For the Growth Account, this is equal to 1.50% divided by 365 multiplied by $11.82475 which equals $0.000485949.

Step 4: Calculate the Accumulation Credit Factor

The Accumulation Credit Factor is equal to the Accumulation Credit Factor at the start of the Risk Control Account Year multiplied by the Index rate of return less the result of the Risk Control Account Daily Contract Fee multiplied by the number of days that have passed since the last Risk Control Account Anniversary. For the Secure Account, this is equal to $10.80975 multiplied by 1.00 less the result of $0.000444236 multiplied by 365 which equals $10.647604. For the Growth Account, this is equal to $11.82475 multiplied by 0.90 less the result of $0.000485949 multiplied by 365 which equals $10.464904.

Step 5: Calculate the Risk Control Account Value.

The Risk Control Account Value is equal to the number of Accumulation Credits multiplied by the ending Accumulation Credit Factor. For the Secure Account, this is equal to 7,500 multiplied by $10.647604 which equals $79,857.03. For the Growth Account, this is equal to 2,500 multiplied by $10.464904 which equals $26,162.26. This is a decrease of $1,216.10 for the Secure Account ($79,857.03 – $81,073.13 = -$1,216.10) and a decrease of $3,399.62 for the Growth Account ($26,162.26 – $29,561.88 = -$3,399.62).

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Addition or Substitution of an Index. The same Index will be used for each Risk Control Account for the duration of the Risk Control Account Period. However, 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 that Index is materially changed, we may substitute a suitable Index that will be used for the remainder of the Risk Control Account Period. If we substitute an Index, the performance of the new Index may differ from the original Index. This, in turn, may affect the interest credited to the Risk Control Account and the interest you earn under the Contract. We will not substitute an Index until that Index has been approved by the insurance department in your state.

We reserve the right to add or substitute the Index. If we substitute the Index, the performance of the new Index may differ from the original Index. This, in turn, may affect the Credited Index Interestindex interest you earn.

In the unlikely event that we substitute the Index, we will attempt to add a suitable alternative index as a replacementthat is substantially similar to the Index being replaced on the same day that we remove the Index. If a change in an Index is made during a Risk Control Account Year, index interest will be calculated from the Risk Control Account Start Date until the date that the Index ceased to be available and that index interest will be added to or subtracted from the index interest calculated for the substitute Index from the date of substitution until the next Risk Control Account Anniversary. If we are unable to do so, so thatsubstitute a new Index at the same time as an Index ceases to be available there ismay be a brief interval between the date on which we remove the Index and add a suitable alternative index as a replacement, your Contract Value will continue to be allocated to the Risk Control Accounts. However, any Credited Index Interest we may credit to your Contract Value for that ContractRisk Control Account Year will not reflect changes in the value of the Index or the replacement index during that interim period. If you take a partial withdrawal, surrender or annuitize the Contract, or die during the interim period, we will apply Credited Index Interest to your Contract Value allocated to a Risk Control Accounts based on the percentage change in the Index from the beginning of the ContractRisk Control Account Year to the date on which the Index became unavailable under the Contract, subject to the interest rate calculation methodology, Index Interest Rate Cap and Index Interest Rate Floor.

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

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

Contract.
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.

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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 based on the percentage change in the Index over a Contract Year, a one year period. Credited Index Interest is subject to an:

Index Interest Rate Cap, which is the maximum rate that we will use in the calculation of Credited Index Interest; and
Index Interest Rate Floor, which is the minimum interest rate that we will use in the calculation of Credited Index Interest.

Credited Index Interest. We use Credited Index Interest to calculate Contract Value. We calculate Credited Index Interest on each Contract Anniversary and at the time of partial withdrawal, surrender, death and annuitization. Credited Index Interest is based on two factors: the Credited Index Interest Rate and your Risk Control Account Value. Specifically, Credited Index Interest equals the Credited Index Interest Rate multiplied by your Risk Control Account Value as of the last Contract Anniversary. Examples of how the Credited Index Interest Rate and Credited Index Interest are calculated are set forth on pages 16 and 17 of the Prospectus.

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 on-line at http://eservice.cunamutual.com.

Adjusted Index Value. The Adjusted Index Value depends on the Unadjusted 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. Unadjusted 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 Unadjusted Index Value is greater than the Initial Index Value multiplied by (1 + Index Interest Rate Cap), then the Adjusted Index Value will equal the Initial Index Value multiplied by (1 + Index Interest Rate Cap).

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

If the Unadjusted Index Value is less than the Initial Index Value multiplied by (1 + Index Interest Rate Cap) but more than the Initial Index Value multiplied by (1 + Index Interest Rate Floor), then the Adjusted Index Value will equal the Unadjusted Index Value.

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For example, assume the following:
Initial Index Value = 1,000
Index Interest Rate Cap = 15%
Index Interest Rate Floor = -10%
At the time Credited Index Interest is calculated, the Adjusted Index Value will be:
Scenario 1: Unadjusted 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: Unadjusted 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: Unadjusted 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 + Index Interest Rate Cap) and will never be lower than the Initial Index Value multiplied by (1 + Index Interest Rate Floor).

Setting the Index Interest Rate Cap and the Index Interest Rate Floor. We consider various factors in determining the Index Interest Rate Caps and Index Interest Rate 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 Index Interest Rate Cap and the Index Interest Rate Floor at our sole discretion. We set the Index Interest Rate Cap at the beginning of each Contract Year and guarantee the Index Interest Rate Cap for the duration of the Contract Year. We guarantee the Index Interest Rate Floor for the life of your Contract.

Secure Account

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

Index Interest Rate Cap for the Secure Account. The Index Interest Rate Cap is the maximum rate that we will use in the calculation of Credited Index Interest. The initial Index Interest Rate Cap is shown on your contract data page. On the first Contract Anniversary and on any subsequent Contract Anniversary, we will declare an Index Interest Rate Cap which we guarantee for the next Contract Year. We will forward advance written notice to you of the Index Interest Rate 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. The Index Interest Rate Cap for the Secure Account will always be positive and will never be less than the minimum Index Interest Rate Cap for the Secure Account equal to 1.0%.

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

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Growth Account

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

Index Interest Rate Cap for the Growth Account. The Index Interest Rate Cap is the maximum rate that we will use in the calculation of Credited Index Interest. The initial Index Interest Rate Cap is shown on your contract data page. On the first Contract Anniversary and on any subsequent Contract Anniversary, we will declare an Index Interest Rate Cap which we guarantee for the next Contract Year. We will forward advance written notice to you of the Index Interest Rate 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. The Index Interest Rate Cap for the Growth Account will always be positive and will never be less than the minimum Index Interest Rate Cap for the Growth Account equal to 1.0%.

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

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 Index Interest Rate Cap and the Index Interest Rate Floor.

Assume the following information:

Prior Contract Anniversary:

9/30/2016

Initial Index Value:

1,000
Secure Account Value:$75,000

Index Interest Rate Floor:

0.00%

Index Interest Rate Cap:

4.00%
Growth Account Value:$25,000

Index Interest Rate Floor:

-10.00%

Index Interest Rate Cap:

14.00%
Contract Anniversary:9/30/2017
Unadjusted Index Value:1,200

The return on the Index is equal to the Unadjusted 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 Index Interest Rate Cap and above the Index Interest Rate 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.

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Example 2:       This example illustrates the calculation of Credited Index Interest when Index performance is less than the Index Interest Rate Cap and greater than the Index Interest Rate Floor.

Assume the following information:

Prior Contract Anniversary:

9/30/2016

Initial Index Value:

1,000
Secure Account Value:$75,000

Index Interest Rate Floor:

0.00%

Index Interest Rate Cap:

4.00%
Growth Account Value:$25,000

Index Interest Rate Floor:

-10.00%

Index Interest Rate Cap:

14.00%
Contract Anniversary:9/30/2017
Unadjusted Index Value:1,030

The return on the Index is equal to the Unadjusted 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 Index Interest Rate Cap and above the Index Interest Rate 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 Index Interest Rate Floor.

Assume the following information:

Prior Contract Anniversary:

9/30/2016

Initial Index Value:

1,000
Secure Account Value:$75,000

Index Interest Rate Floor:

0.00%

Index Interest Rate Cap:

4.00%
Growth Account Value:$25,000

Index Interest Rate Floor:

-10.00%

Index Interest Rate Cap:

14.00%
Contract Anniversary:9/30/2017
Unadjusted Index Value:800

The return on the Index is equal to the Unadjusted 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 Index Interest Rate Floor for both the Secure and Growth Accounts. Thus, Index Interest for both Accounts is equal to the Index interest Rate Floor for each Risk Control Account. Contract Value 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.

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

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significant changes in derivative, equity and/or fixed income instrument valuations;
increases in hedging costs that have a material impact on the Company’s ability to offer the Contract;
derivative market changes that materially impact availability and structure of hedging instruments;
significant negative fixed income instrument default experience realized by the Company;
meaningful changes in Company and/or Contract cost structure due to regulatory or other business management concerns; and
material unanticipated Owner experience.

Addition or Substitution of an Index. 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. 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.

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 theyour annual report unless earlier written notice is necessary.

Risk Control Account Maturity Date

Rebalancing will occur automatically on the Risk Control Account Maturity Date. You may also exercise one of the following options by Authorized Request, without incurring a Market Value Adjustment or Surrender Charge. If you intend to change allocation instructions, transfer values or make withdrawals from a Risk Control Account, an Authorized Request must be received by us at least one Business Day prior to the Risk Control Account Maturity Date, otherwise your Risk Control Account Value will be allocated to a new Risk Control Account for another six-year term.

If the number of years until the Payout Date is at least equal to the Risk Control Account Period (six year period), you may exercise any of the following options by Authorized Request:

Request a change to your allocation instructions as of the Risk Control Account Maturity Date for any or all of the Allocation Levels;

Request to transfer value (either a specific dollar amount or percentage) from the Risk Control Account Option to the Variable Subaccount Option (Level C), or vice versa, as of the Risk Control Account Maturity Date. If you choose this option:

market value adjustment (“MVA”)The transfer will occur Pro Rata from the Risk Control Accounts, or Variable Subaccounts, as applicable; and

Rebalancing at Levels I and R will occur as of the Risk Control Account Maturity Date. However, rebalancing at Level C and V will be discontinued, unless or until you elect to reinstate rebalancing at Level C.


Withdraw the total Risk Control Account Value as of the Risk Control Account Maturity Date; or

Withdraw a portion of the total Risk Control Account Value as of the Risk Control Account Maturity Date. If you choose this option, you may also change your allocation instructions or request to transfer value, as described above.

You may also allocate additional Purchase Payments to the Risk Control Accounts 30 days prior to a Risk Control Account Maturity Date. Such Funds will be held in the Holding Account until the Risk Control Account Start Date.

A new Risk Control Account Period, with a newly declared Index Rate Cap, will begin on the Risk Control Account Maturity Date unless there is no Risk Control Account Value remaining as a result of a change to your allocation instructions and/or withdrawal.

Your Authorized Request to change your allocation instructions, transfer value and/or withdraw Risk Control Account Value must be received at least one Business Day prior to the Risk Control Account Maturity Date to take effect as of that date. If we do not receive such request at least one Business Day prior to the Risk Control Account Maturity Date, the request is not in Good Order and no transfer or withdrawal will occur based on such request. A new Risk Control Account Period will begin and rebalancing will occur based on the allocation instructions on file with us.

If the number of years until the Payout Date is less than the Risk Control Account Period, a new Risk Control Account cannot be started. You may choose one of the following by Authorized Request:

Request to transfer the Total Risk Control Account Value to one or more Variable Subaccounts as of the Risk Control Account Maturity Date;

Request to withdraw the total Risk Control Account Value as of the Risk Control Account Maturity Date; or

Request to transfer a portion of the Risk Control Account Value to one or more Variable Subaccounts and withdraw the remaining Risk Control Account Value as of the Risk Control Account Maturity Date.

Your Authorized Request to transfer Risk Control Account Value and/or withdraw Risk Control Account Value must be received at least one Business Day prior to the Risk Control Account Maturity Date. If we do not receive such request at least one Business Day prior to the Risk Control Account Maturity Date, the request is not in Good Order and no transfer or withdrawal will occur based on such request. The total Risk Control Account Value will then be transferred to the Variable Subaccounts according to the allocation instructions on file with us for Level V or will be returned to you.

Holding Account Value

Funds are allocated to the Holding Account when a Purchase Payment is received pending investment in a Risk Control Account. Holding Account Value will remain in the Holding Account until the next Risk Control Account Start Date unless Holding Account Value is being held during a Multiple Source Waiting Period. The period that Holding Account Value is kept in the Holding Account cannot be longer than the Multiple Source Waiting Period of six months. If the maximum Multiple Source Waiting Period is reached, the Holding Account Value will be transferred to the Risk Control Accounts as of the next available Risk Control Account Start Date. Holding Account Value cannot be transferred from the Holding Account to the Variable Subaccounts. Once Holding Account Value attributable to the initial Purchase Payment is transferred from the Holding Account to the Risk Control Account there is the 30-day period to discontinue the Initial Risk Control Accounts as described in “Getting Started – The Accumulation Period – Thirty Day Period to Discontinuing Risk Control Accounts” which would allow Risk Control Account Value to be transferred to the Variable Subaccounts.


The Contract’s Holding Account is either a fixed Holding Account or a money market Holding Account. Contracts issued in all states other than Missouri have a fixed Holding Account. Contracts issued in Missouri have a money market Holding Account. We reserve the right to make the money market Holding Account available for new Contracts that we issue in other states.

We do not assess a Contract Fee against Contract Value held in the Holding Account.

Surrenders or withdrawals of Holding Account Values are subject to a Surrender Charge.

Fixed Holding Account: For the fixed Holding Account, we credit a fixed interest rate on Holding Account Value on a daily basis. The fixed Holding Account Value at any time is equal to:

The portion of the Purchase Payment(s) held in the Holding Account pending allocation to a Risk Control Account;

Plus interest credited; and

Less any prior partial withdrawal.

We credit interest on a daily basis on Purchase Payments that will be allocated to one or more Risk Control Accounts for the duration those Purchase Payments remain in the Holding Account. The annual effective interest rate that applies to the fixed Holding Account will be the interest rate in effect when a Purchase Payment is allocated to the fixed Holding Account. The annual effective rate of interest shown on your Contract Data Page applies to the initial Purchase Payment held in the fixed Holding Account as of the Contract Issue Date. Funds allocated to the fixed Holding Account on different dates may be credited with a different rate of interest. The interest rate, once determined will never be less than the minimum guaranteed interest rate described below and will not change for the duration that the funds remain in the fixed Holding Account.

We determine a new minimum guaranteed interest rate each calendar quarter (on each January 1 for the first calendar quarter, April 1 for the second calendar quarter, July 1 for the third calendar quarter, and October 1 for the fourth calendar quarter). For subsequent Purchase Payments, the minimum rate of interest credited on those amounts will be the minimum guaranteed interest rate we determine for the calendar quarter in which those Purchase Payments are allocated to the fixed Holding Account. The minimum guaranteed interest rate will never be less than the lesser of:

An annual rate of interest of 3%; or

An annual rate of interest determined as follows:

The average of the three applicable monthly five-year Constant Maturity Treasury rates reported by the Federal Reserve (described below), and rounded to the nearest 0.05%;

Minus 1.25%; and

Subject to a minimum interest rate of 1.00%

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

The prior September, October, and November monthly five-year Constant Maturity Treasury rates will be used to determine the first quarter Minimum Guaranteed Interest Rate effective each January 1;

The prior December, January, and February monthly five-year Constant Maturity Treasury rates will be used to determine the second quarter Minimum Guaranteed Interest Rate effective each April 1;


The prior March, April, and May monthly five-year Constant Maturity Treasury rates will be used to determine the third quarter Minimum Guaranteed Interest Rate effective each July 1; and

The prior June, July, and August monthly five-year Constant Maturity Treasury rates will be used to determine the fourth quarter Minimum Guaranteed Interest Rate effective each October 1.

Money Market Holding Account: For the money market Holding Account, the money market Holding Account Value at any time is determined in the same manner described in the “Variable Subaccount Option – Variable Subaccount Value” section of this Prospectus. The Variable Subaccount investing in the Goldman Sachs VIT Government Money Market (Institutional) serves as the money market Holding Account. For a description of the Goldman Sachs VIT Government Money Market (Institutional) Fund, see “Appendix A” to this Prospectus.

MARKET VALUE ADJUSTMENT

The Market Value Adjustment only applies to withdrawals from the Risk Control Accounts and is calculated separately for each Risk Control Account. A surrender or partial withdrawal from a Risk Control Account on a Risk Control Account Maturity Date is not subject to a Market Value Adjustment. If you surrender your Contract or take a partial withdrawal in excess of the free annual withdrawal amountfrom a Risk Control Account during the Initial IndexAccumulation Period, we will apply the MVAMarket Value Adjustment to the amount being surrendered or withdrawn in excess of the free annual withdrawal amount.withdrawn. No MVAwithdrawals or surrenders can be taken once Contract Value has been allocated to an Income Payout Option, therefore no Market Value Adjustment will apply after the end of the Initial IndexAccumulation Period.

Note:
The MVA will either increase or decrease the amount you receive from a partial withdrawal or your Surrender Value. You may lose a portion of your principal due to the MVA regardless of the Risk Control Account to which you allocated Contract Value. You directly bear the investment risk associated with an MVA. You should carefully consider your income needs before purchasing the Contract.

IMPORTANT: The Market Value Adjustment will either increase or decrease the amount you receive from a partial withdrawal or your Surrender Value. You may lose a portion of your principal and previously credited interest due to the Market Value Adjustment regardless of the Risk Control Account to which you allocated Contract Value. You directly bear the investment risk associated with a Market Value Adjustment. You should carefully consider your income needs before purchasing the Contract.

Purpose of the MVAMarket Value Adjustment

The MVAMarket Value Adjustment is an adjustment that may be made to the amount you receive in excess of the free annual withdrawal amount if you surrender the Contract during the Initial Index Period or take a partial withdrawal in excess offrom the free annual withdrawal amountRisk Control Accounts during the Initial IndexAccumulation Period. In general, if interest rate levels have increased at the time of surrender or partial withdrawal over their levels at the time we issuedRisk Control Account Start Date, the Contract, the MVAMarket Value Adjustment will be negative. Similarly,Conversely, in general, if interest rate levels have decreased at the time of surrender or partial withdrawal over their levels at the time we issuedRisk Control Account Start Date, the Contract, the MVAMarket Value Adjustment will be positive. The MVAMarket Value Adjustment reflects, in part, the difference in yield of the Constant Maturity Treasury rate for a period consistent with the Risk Control Account Period beginning on the Risk Control Account Start Date and the yield of the Constant Maturity Treasury rate for a period starting on the date of surrender or partial withdrawal and ending on the Risk Control Account Maturity Date. 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 Constant Maturity Treasury rate, a rate representing the average yieldBank 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

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surrender or partial withdrawal. In addition, the MVA reflects in part the difference between the effective yield of the BofA America/Merrill Lynch 1-10 Year USU.S. Corporate Constrained Index, Asset Swap Spread (the “Bank of America/Merrill Lynch Index”), a rate representative of investment grade corporate debt credit spreads in the U.S., on the Contract IssueRisk Control Account Start Date and the effective yield of the BofA Bank of America/Merrill Lynch 1-10 Year US Corporate Constrained Index Asset Swap Spread at the time of surrender or partial withdrawal. The greater the difference in those effective yields, respectively, the greater the effect the MVAMarket Value Adjustment 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.

In general, if the Constant Maturity Treasury rate and BofA Bank of America/Merrill Lynch 1-10 Year US Corporate Constrained Index Asset Swap Spread have increased at the time of surrender or partial withdrawal over their levels at the time we issuedRisk Control Account Start Date, the Contract, the MVAMarket Value Adjustment will be negative and will decrease the Surrender Value or amount you receive from a partial withdrawal. Similarly, if the Constant Maturity Treasury rate and BofA Bank of America/Merrill Lynch 1-10 Year US Corporate Constrained Index Asset Swap Spread have decreased at the time of surrender or partial withdrawal over their levels at the time we issuedRisk Control Account Start Date, the Contract, the MVAMarket Value Adjustment will be positive and will increase the Surrender Value or amount you receive from a partial withdrawal.

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The Company uses both the Constant Maturity Treasury rate and BofA Bank of America/Merrill Lynch 1-10 Year US Corporate Constrained Index Asset Swap Spread in determining any MVAMarket Value Adjustment since together both indices represent a broad mix of investments whose values may be affected by changes in market interest rates.

We will increase the amount you will be paid from a partial withdrawal by the amount of any positive Market Value Adjustment, and in the case of a surrender of the Contract, we will increase your Surrender Value by the amount of any positive Market Value Adjustment. Conversely, we will decrease the amount you will be paid from a partial withdrawal by the amount of any negative Market Value Adjustment, and in the case of a surrender of the Contract, we will decrease your Surrender Value by the amount of any negative Market Value Adjustment.

The amount of the MVAMarket Value Adjustment also reflects in part any change in the Credited Index Interest RateAccumulation Credit Factor for the Risk Control Account(s) determined at the time of surrender or partial withdrawal. We use the Credited Index Interest Ratechange in the Accumulation Credit Factor measured from the last Risk Control Account Anniversary (prior Accumulation Credit Factor) to eitherthe date of surrender or partial withdrawal (current Accumulation Credit Factor) to increase or decrease or increase the amount of the MVA.Market Value Adjustment. If the Credited Index Interest Ratechange in the Accumulation Credit Factor, the current Accumulation Credit Factor divided by the prior Accumulation Credit Factor, is positive (greater than one), we divide the amount of the withdrawal subject to the MVAMarket Value Adjustment by the Credited Index Interest Rate plus 1change in the Accumulation Credit Factor, which will decrease the amount subject to the market value adjustment factor and thereforethereby reduce the amount of any positive or negative MVA.Market Value Adjustment. Conversely, if the Credited Index Interest Ratechange is negative (less than one), we divide the amount of the withdrawal subject to the MVAMarket Value Adjustment by the Credited Index Interest Rate plus 1change in the Accumulation Credit Factor, which will increase the amount subject to the market value adjustment factor and therefore increase the amount of any positive or negative MVA.Market Value Adjustment. If there is no change in the Credited Index Interest Rate is 0%Accumulation Credit Factor (the current Accumulation Credit Factor divided by the prior Accumulation Credit Factor equals one), we dividethere will be no change in 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 changein the amount of any positive or negative MVA. If the Index has increased since the date on which we determined the Initial IndexMarket 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 IndexAdjustment.

The Market Value for the Current Contract Year, the Credited Index Interest Rate will be negative.

The MVAAdjustment helps us offset our costs and risks of owning fixed income investments and other investments we use to back the guarantees under your Contract from the date we issue the ContractRisk Control Account Start Date to the time of a surrender or partial withdrawal.


Application and Waiver

For each Risk Control Account, we will calculate the MVAMarket Value Adjustment as of the date we receive your WrittenAuthorized Request for surrender or partial withdrawal in Good Order at our Administrative Office. If the MVAMarket Value Adjustment is positive, we will increase your Surrender Value or amount you receive from a partial withdrawal by the amount of the positive MVA.Market Value Adjustment. If the MVAMarket Value Adjustment is negative, we will decrease the Surrender Value or amount you receive from a partial withdrawal by the amount of the negative MVA.Market Value Adjustment.

We will not apply an MVAa Market Value Adjustment to:

1.free annual withdrawal amounts;Death Benefit proceeds;

2.Death Benefit proceeds;Transfers;

3.partial withdrawals that qualify for the Nursing Home or Hospital waiver or terminal illness waiver, described in this Prospectus;

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4.withdrawals under the Bailout Provision;
5.partialPartial withdrawals taken as required minimum distributions under the Internal Revenue Code that are withdrawn under a systematic withdrawal program we provide;

4.Upon application of Contract Value to an Income Payout Option;

5.Partial withdrawals and surrenders from a Risk Control Account on the Risk Control Account Maturity Date; and


6.partialPartial withdrawals or a surrender afterand surrenders from the Initial Index Period;Holding Account and
7.income payments during the Payout Period.Variable Subaccounts.

MVAMarket Value Adjustment Formula

An MVAThe Market Value Adjustment applies during every Risk Control Account Period, for the entire Risk Control Account Period. This means it applies for the initial 6-year Risk Control Account Period, is zero on the Risk Control Account Maturity Date, and restarts for any subsequent 6-year Risk Control Account Period. A Market Value Adjustment is equal to the amount of the partial withdrawal or surrender in excess offrom the free annual withdrawal amountRisk Control Account (W) divided by 1 plus the Credited Index Interest Rate (IIR*)result of the current Accumulation Credit Factor for the Risk Control Account divided by the prior Accumulation Credit Factor for the Risk Control Account then multiplied by the market value adjustment factor (MVAF) minus 1 or (W/(1+IIR*)(C/P))x(MVAF -1).

Where:

C = current Accumulation Credit Factor for the Risk Control Account (i.e., as of the date of withdrawal); and

P = prior Accumulation Credit Factor for the Risk Control Account (i.e., as of the Risk Control Account Anniversary immediately preceding the date of withdrawal).

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

I = The Constant Maturity Treasury Rate as of the Risk Control Account Start Date for a maturity consistent with the Risk Control Account Period (each Risk Control Account Period is six years);

J = Constant Maturity Treasury Rate as of the date of withdrawal for a maturity consistent with the remaining number of years (whole and partial) in the Risk Control Account Period (each Risk Control Account Period is six years);

(if there is no corresponding maturity of the Constant Maturity Treasury Rate, then the linear interpolation of the Constant Maturity Treasury Rates with maturities closest to N will be used to determine I and J.)

K = The Bank of America/Merrill Lynch Index as of the Risk Control Account Start Date;

L = The Bank of America/Merrill Lynch Index as of the date of withdrawal; and

N = The number of years (whole and partial) from the date of withdrawal until the Risk Control Account Maturity Date.

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

A = The Adjusted Index Value; and
B = The Initial Index Value for the current Contract Year.
MVAF = ((1 + I + K)/(1 + J + L)) ^N where:
I = The Constant Maturity Treasury rate for a maturity consistent with the Initial Index Period (shown on your contract data page);
J = The Constant Maturity Treasury rate for a maturity consistent with the remaining length of the Initial Index Period;
(If there is no corresponding maturity of Constant Maturity Treasury rate then the linear interpolation of the Constant Maturity Treasury Rates Index with maturities closest to N will be used to determine I and J.)
K = The BofA Merrill Lynch 1-10 Year US Corporate Constrained Index, Asset Swap Spread as of the Contract Issue Date (shown on your contract data page);
L = The BofA Merrill Lynch 1-10 Year US Corporate Constrained Index, Asset Swap Spread as of the withdrawal date; and
N = The number of years (whole and partial) from the current date until the end of the Initial Index Period.

We determine I based on the Initial Index Period you have chosen.Risk Control Account Period. For example, if you choose the 10-year Initial IndexRisk Control Account Period at issue, thenis 6 years. I would correspond to the 10-year6-year Constant Maturity Treasury rate aton the time we issue the Contract.Risk Control Account Start Date. We determine J when you take a partial withdrawal or surrender. For example, if you chose the 10-year Initial IndexRisk Control Account Period at issueis 6 years and you surrender the Contract 2 years into the Initial IndexRisk Control Account Period, J would correspond to the Constant Maturity Treasury rate consistent with the time remaining in the Initial IndexRisk Control Account Period or 84 years (8(4 = 106 - 2). For I and J where there is no Constant Maturity Treasury rate declared, we will use linear interpolation between declaredof the Constant Maturity ratesRates 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 BofA Bank of America/Merrill Lynch 1-10 Year US Corporate Constrained Index Asset Swap Spread on the previous Business Day.

If the publication of any component of the Market Value Adjustment Indicesindices is discontinued or if the calculation of the Market Value Adjustment Indicesindices 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 ana Market Value Adjustment index, we will notify you in writing of the substitution.

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For examples of how we calculate MVAs,Market Value Adjustments, see “appendix a”Appendix B to this Prospectus.

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surrender value

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

fees and charges

We assess the following fees and charges under the Contract.

Surrender ChargeACCESS TO YOUR MONEY

If you surrender the Contract

Partial Withdrawals

At any time during the Accumulation Period you may make partial withdrawals by Authorized Request in Good Order. The minimum partial withdrawal amount is $100. Although withdrawal of Risk Control Account Value is generally not permitted while there is Variable Subaccount Value, you may withdraw Risk Control Account Value on the Risk Control Account Maturity Date. You may provide specific instructions for withdrawal of Variable Subaccount Value other than the money market Holding Account Value. If you do not provide specific instructions, withdrawals will be processed on a Pro Rata basis from the value in all Variable Subaccounts other than the money market Holding Account. If there is insufficient Variable Subaccount Value, other than the money market Holding Account Value, Holding Account Value will be withdrawn. If there is insufficient Holding Account Value, the Risk Control Account Value will be withdrawn on a Pro Rata basis. Any applicable Surrender Charge and/or makeMarket Value Adjustment will affect the amount available for a partial withdrawal. We will pay you the amount you request in connection with a partial withdrawal of your Contract Value during the Initial Index Period, we may assess a Surrender Charge. Surrender Charges offset promotion, distribution expenses, and investment risks born by the Company.

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

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

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:
19%19%19%19%
29%29%29%29%
38%38%38%38%
47%47%47%47%
56%56%56%56%
6+0%65%65%65%
  7+0%74%74%
    8+0%83%
      92%
      101%
      11+0%

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

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 withdrawalsredeeming Accumulation Units from the Contract, you may want to considerappropriate Variable Subaccounts, withdrawing Holding Account Value, and/or redeeming Accumulation Credits from the 10-Year Initial Index Period and allocate Contract Value to the Growth Account. In general, the Index Interest Rate Cap for either the Secure Account or the Growth Account increases with the duration of the Initial Index Period. In addition, in general, the Index Interest Rate 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.

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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.

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 amount you receive when you make a partial withdrawal during the Initial Index Period, see Examples 1 and 2 in “appendix a” to this Prospectus.

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 in this Prospectus;
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.

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

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.

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 theappropriate 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.

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if applicable.

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 Writtendo so by Authorized Request in Good OrderOrder. Partial withdrawals for less than $25,000 and changes to our Administrative Office.systematic withdrawals are permitted by telephone and in writing. The written consent of all Owners and irrevocableIrrevocable 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 Writtenan Authorized Request in Good Order is received by 3:4:00 Central StandardP.M. Eastern Time, it will be processed that day. If a Writtenan Authorized Request in Good Order is received at or after 3:4:00 Central StandardP.M. Eastern Time, it will be processed on the next Business Day. We will take theIf a partial withdrawal pro-rata fromwould cause your Surrender Value to be less than $2,000, we will provide written notice that the Contract Value in the Risk Control Accounts based on your Contract Value aswill be surrendered 15 Business Days following mailing of the date we received your Written Request in Good Order at our Administrative Office.notice unless the Surrender Value is increased to the minimum required value of $2,000.

Partial withdrawals taken duringwill reduce the Initial Index PeriodReturn of Purchase Payment Death Benefit, perhaps by significantly more than the amount of the withdrawal. Partial withdrawals may be subject to Surrender Charges and/or a Market Value Adjustment (for Risk Control Accounts only). See “Benefits Available Under the Contract – Return of Purchase Payment Death Benefit,” “Fees and an MVA (see “fees and charges”Expenses” and “Market Value Adjustment”).Adjustment” for more details. Partial withdrawals may also be subject to income tax and, if taken before age 59½, an additional 10% federal penalty tax. You should consult your tax adviser before taking a partial withdrawal. See “federal income tax matters.Federal Income Tax Matters.

Free annual withdrawal amount. After the first Contract Anniversary, we will provide you with 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

Systematic Withdrawals. 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 apply an MVA.

The free annual withdrawal amount for a Contract Year equals 10% of your Contract Value calculatedbasis), as of the start ofspecified by you. See “Benefits Available Under 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.

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.

Waiver of Surrender Charges. We will not deduct a Surrender Charge or apply an 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.– Systematic Withdrawals

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:
othe 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

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oan 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.

Please see your Contract for more information.details.

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 your Contract 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.

NOTE: We do not pro-rate Credited Index Interest, the Index Interest Rate Floor or the Index Interest Rate Cap in the event of the death of the Owner during or after the Initial Index Period.Surrenders

Surrenders

At any time before the Payout Date and before the death of the Owner, youYou may surrender your Contract for the Surrender Value described above in “surrender value.”at any time during the Accumulation Period by Authorized Request. If a Writtenan Authorized Request in Good Order is received by 3:before 4:00 Central StandardP.M. Eastern Time on a Business Day, it will be processed that day. If a Writtenan Authorized Request in Good Order is received at or after 3:4:00 Central StandardP.M. Eastern Time on a Business Day or on a non-Business Day, it will be processed on the next Business Day.


To surrender your Contract, you must make a Writtenan Authorized Request in Good Order to our Administrative Office. The consent of all Owners and irrevocableIrrevocable Beneficiaries must be obtained before the Contract is surrendered.

Surrender Charges andand/or a MVAMarket Value Adjustment may apply to your Contract surrender. See “market value adjustment”Market Value Adjustment” and “fees“Fees and charges.Expenses.” A surrender may also be subject to income tax and, if taken before age 59½, an additional 10% federal penalty tax. You should consult a tax adviser before requesting a surrender. See “federal income tax matters.Federal Income Tax Matters.

Surrender Value. If you surrender the Contract, you will receive the Surrender Value, as of the Business Day we received your Authorized Request in Good Order. The Surrender Value is equal to your Contract Value at the end of the Valuation Period in which we receive your Authorized Request, minus any applicable Surrender Charge, adjusted for any applicable Market Value Adjustment for Risk Control Accounts.

Upon payment of the Surrender Value, the Contract is terminated, and we have no further obligation under the Contract. We may require that the Contract be returned to our Administrative Office prior to making payment. The Surrender Value will not be less than the amount required by applicable state law. We will pay you the amount you request in connection with a full surrender by redeeming Accumulation Units from the Variable Subaccounts and/or Accumulation Credits from the Risk Control Accounts, and withdrawing Holding Account Value, if applicable.

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

Generally, the amount of any partial withdrawal or full surrender will be paid to you within seven days after we make under this Contractreceive your Authorized Request in Good Order. With respect to the Risk Control Accounts and the fixed Holding Account, we reserve the right to postpone payment for up to six months after we receive your Authorized Request in Good Order, subject to obtaining prior written approval by the state insurance commissioner if required by the insurance regulatory authoritylaw of the state in which we issued the Contract approves such deferral. WeContract. In the event of postponement as described above, we will applypay interest toon the deferred payments,proceeds if required by state law, calculated at the effective annual rate and for the time period required under state law.

We do not pro-rate Credited Index Interest,

With respect to Variable Subaccounts and the Index Interest Rate Floormoney market Holding Account, to the extent permitted by applicable law, we reserve the right to postpone payment of any partial withdrawal or full surrender or death benefit proceeds for any period when: (i) the New York Stock Exchange is closed (other than customary weekend and holiday closings), or the Index Interest Rate Cap.SEC determines that trading on the exchange is restricted; (ii) the SEC determines than an emergency exists such that disposal of securities held in the Variable Separate Account, or the termination of their value, is not reasonably practicable; or (iii) the SEC, by order, permits us to defer payment in order to protect persons with interests in the Funds. In addition, pursuant to SEC rules, if the money market fund available as one of the Fund options (the “Money Market Fund”) suspends payment of redemption proceeds in connection with the liquidation of the Money Market Fund, we may delay a transfer or payment of any partial withdrawal or full surrender from the Variable Subaccount investing in the Money Market Fund (“Money Market Subaccount”) until the Money Market Fund is liquidated. Moreover, if the Money Market Fund suspends payment of redemption proceeds in connection with the implementation of liquidity gates by such Money Market Fund, we will delay transfer or payment of any partial withdrawal or full surrender from the Money Market Subaccount until the removal of such liquidity gates.


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Bailout ProvisionBENEFITS AVAILABLE UNDER THE CONTRACT

We will set a single bailout rate for all Risk Control Accounts

The following table summarizes information about the benefits available under the Secure Account option and single bailout rate for all Risk Control AccountsContract.

BenefitPurposeIs Benefit Standard or OptionalMaximum FeeRestrictions and Limitations
Return of Purchase Payment Death BenefitProvides a death benefit equal to the greater of (i) the Contract Value or (ii) the total Purchase Payments adjusted for withdrawals if the Owner dies during the Accumulation Period.StandardNo ChargeWithdrawals may reduce the death benefit by more than the amount of the withdrawal.
Express PortfoliosProvides model asset allocation portfolios to assist you in selecting investment options under the Contract. The Express Portfolio utilize the Risk Control Accounts and Variable Subaccounts to accommodate various risk tolerances.OptionalNo ChargeOnly available at the time of purchase.
Automatic Rebalance ProgramReturns your Contract Values to the Allocation Levels on file with us through a rebalancing schedule.StandardNo ChargeThere is a set schedule of when rebalancing occurs at various levels of the Contract.
Systematic WithdrawalsProvide payments on a schedule as set up by you.OptionalNo ChargeWithdrawals may be subject to a Market Value Adjustment or Surrender Charge.

Death Benefit

Death of the Growth Account option.Owner. The bailout rates will be prominently displayed on your contract data pageReturn of Purchase Payment Death Benefit Endorsement is attached to the frontContract and provides a return of Purchase Payment Death Benefit during the Accumulation Period. The Death Benefit terminates on the earlier of the cover pagetermination of the Contract and will not change duringor when 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 Index Interest Rate 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 Index Interest Rate Cap for your Risk Control Account is less than the bailout rate specified on your contract data page, we may, at our discretion, restrict 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 theentire 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 upapplied 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 an additional 10% federal tax penalty. See discussion of “Withdrawals” and “Penalty Tax on Certain Withdrawals” under “Federal Income Tax Matters.”Payout Option.

death benefit

Death of the Owner

If the Owner dies beforeduring the Payout DateAccumulation Period (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;
our claim form from each Beneficiary, properly completed; and
any other documents we require.

Proof of Death of the Owner while the Contract is in force;

our claim form from each Beneficiary, properly completed; and

any other documents we require.

The Death Benefit will equal the greater of your Contract Value adjusted for the application of any Credited Index Interest on the date we receive Due Proofall the documents listed above or total Purchase Payments adjusted for withdrawals. Withdrawals will proportionally reduce total Purchase Payments by the ratio of Death. the withdrawal to the Contract Value immediately prior to the withdrawal. Withdrawals include deductions for any applicable Surrender Charges and Market Value Adjustment.


Examples of Death Benefit:

Example 1. This example assumes the Contract Value is greater than the total Purchase Payments at the time of the withdrawal.

Assume the following information:

Initial Purchase Payment = $85,000

Additional Purchase Payments = $15,000

Withdrawal (including Surrender Charges and Market Value Adjustments) = $20,000; no other withdrawals have been taken

Contract Value at the time of withdrawal = $115,000

Step 1: Calculate total Purchase Payments:

Total Purchase Payments = Initial Purchase Payment + Additional Purchase Payments
Total Purchase Payments = $85,000 + $15,000 = $100,000

Step 2: Calculate the Death Benefit that would be payable immediately prior to the withdrawal:

Death Benefit payable immediately prior to the withdrawal = The greater of total Purchase Payments and Contract Value
Death Benefit payable immediately prior to the withdrawal = The greater of $100,000 and $115,000 = $115,000

Step 3: Calculate ratio of the withdrawal to the Contract Value immediately prior to the withdrawal:

Ratio = Withdrawal / (Contract Value immediate prior to the withdrawal)
Ratio = $20,000 / $115,000 = 0.173913

Step 4: Calculate reduction to total Purchase Payments:

Reduction to total Purchase Payments = Ratio x (total Purchase Payments prior to withdrawal)
Reduction to total Purchase Payments = 0.173913 x $100,000 = $17,391.30

Step 5: Calculate total Purchase Payments adjusted for withdrawals:

Total Purchase Payments adjusted for withdrawals = Total Purchase Payments prior to withdrawal – Reduction to total Purchase Payments
Total Purchase Payments adjusted for withdrawals = $100,000 – $17,391.30 = $82,608.70

Step 6: Calculate the Contract Value after the withdrawal:

Contract Value immediately after the withdrawal = Contract Value at the time of the withdrawal – withdrawal
Contract Value immediately after the withdrawal = $115,000 – $20,000 = $95,000

Step 7: Calculate the Death Benefit that would be payable immediately after the withdrawal

Death Benefit payable immediately after the withdrawal = The greater of total Purchase Payments adjusted for withdrawals and Contract Value immediately after the withdrawal
Death Benefit payable immediately after the withdrawal = The greater of $82,608.70 and $95,000 = $95,000
The withdrawal of $20,000 reduced the Death Benefit payable by $20,000 (i.e. $115,000 - $95,000)

Example 2. This example assumes the Contract Value is less than the total Purchase Payments at the time of the withdrawal.


Assume the following information:

Initial Purchase Payment = $85,000

Additional Purchase Payments = $15,000

Withdrawal (including Surrender Charges and Market Value Adjustments) = $20,000; no other withdrawals have been taken

Contract Value at the time of withdrawal = $85,000

Step 1: Calculate total Purchase Payments:

Total Purchase Payments = Initial Purchase Payment + Additional Purchase Payments
Total Purchase Payments = $85,000 + $15,000 = $100,000

Step 2: Calculate the Death Benefit that would be payable immediately prior to the withdrawal:

Death Benefit payable immediately prior to the withdrawal = The greater of total Purchase Payments and Contract Value
Death Benefit payable immediately prior to the withdrawal = The greater of $100,000 and $85,000 = $100,000

Step 3: Calculate ratio of the withdrawal to the Contract Value immediately prior to the withdrawal:

Ratio = Withdrawal / (Contract Value immediate prior to the withdrawal)
Ratio = $20,000 / $85,000 = 0.2352941

Step 4: Calculate reduction to total Purchase Payments:

Reduction to total Purchase Payments = Ratio x (total Purchase Payments prior to withdrawal)
Reduction to total Purchase Payments = 0.2352941 x $100,000 = $23,529.41

Step 5: Calculate total Purchase Payments adjusted for withdrawals:

Total Purchase Payments adjusted for withdrawals = Total Purchase Payments prior to withdrawal – Reduction to total Purchase Payments
Total Purchase Payments adjusted for withdrawals = $100,000 – $23,529.41 = $76,470.59

Step 6: Calculate the Contract Value after the withdrawal:

Contract Value immediately after the withdrawal = Contract Value at the time of the withdrawal – withdrawal
Contract Value immediately after the withdrawal = $85,000 – $20,000 = $65,000

Step 7: Calculate the Death Benefit that would be payable immediately after the withdrawal

Death Benefit payable immediately after the withdrawal = The greater of total Purchase Payments adjusted for withdrawals and Contract Value immediately after the withdrawal
Death Benefit payable immediately after the withdrawal = The greater of $76,470.59 and $65,000 = $76,470.59
The withdrawal of $20,000 reduced the Death Benefit payable by $23,529.41 (i.e. $100,000 - $76,470.59)

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

If an Owner is added or changed, the amount that will be paid upon the death of the new Owner is equal to the Contract Value on the date we receive all the documents listed above. There is no impact on the Death Benefit if an Owner is removed or if the Owner is changed due to a spousal continuation.

If we receive Due Proof of Death by 3:before 4:00 Central StandardP.M. Eastern Time, we will determine the amount of the Death Benefit as of that day. If we receive Due Proof of Death at or after 3:4:00 Central StandardP.M. Eastern Time, we will determine the amount of the Death Benefit as of the next Business Day. The Death Benefit proceeds will be paid within 7 days after our receipt of due proof of death and all other required documents as described above.

No Surrender Charges or MVAMarket Value Adjustments will apply to the Death Benefit.NOTE: We do not pro-rate Credited Index Interest, the Index Interest Rate Floor or the Index Interest Rate Cap in the event of the death of the Contract Owner during or after the Initial Index Period.

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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 one or more Beneficiaries do not elect a payment method within 60 days of our receipt of due proof of death of the Owner, we will pay the Death Benefit proceeds to those Beneficiaries who did elect a payment method according to the payment method elected by the Beneficiary. If the Beneficiary has not elected a payment method, the Beneficiary’s interest in the Contract will be distributed as a lump sum immediately following the 60-day period.

Death of Annuitant While the Owner is Living

Living. If an Owner is a natural person and the Annuitant dies during the Accumulation Period, while the Ownerfollowing will occur: (i) if there is living and no jointa surviving 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 jointJoint Annuitant will become the soleAnnuitant; and (ii) if there is no Joint Annuitant, the Owner (Primary Owner if joint Owner) will become the Annuitant.

If, however, the Owner is not a natural person and the last surviving Annuitant dies beforeduring the Payout Date,Accumulation Period, the following will occur: (i) if there is a surviving Joint Annuitant, the surviving Joint Annuitant will become the Annuitant; and (ii) if there is no Joint Annuitant, the Beneficiary must elect to receive the Death Benefit will be payable toproceeds. If you have any questions concerning the Beneficiary.criteria you should use when choosing Annuitants under the Contract, consult your financial professional.

Death Benefit Payment Options

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 spouseSpouse of the deceased Owner, then he or she may choose to continue the Contract and become the new Owner.Owner (except under certain Qualified Contracts). At the death of the surviving spouse,Spouse, this provision may not be used again, even if that surviving spouseSpouse remarries. In that case, the rules for non-spousesnon-Spouses will apply. A surviving spouseSpouse may also elect to receive the Death Benefit proceeds in a lump sum, apply the proceeds to an Income PaymentPayout 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 spouseSpouse 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 PaymentPayout Options. Payments under an Income PaymentPayout Option must begin within 1one 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 withinin one lump sum following our receipt of Proof of Death; or

Receive the Death Benefit in one lump sum, deferred for up to five years offrom 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.

Impact of Spousal Continuation on the Death Benefit.If the surviving Spouse of the deceased Owner chooses to continue the Contract and become the new Owner, effective on the continuation date, we will set the Contract Value equal to the Death Benefit proceeds that would have been payable to the Spouse as the designated Beneficiary.

On or after the continuation date, the Death Benefit is equal to the greater of the Contract Value on the date we receive all documents listed above under the “Death Benefit – Death of Owner” section or total Purchase Payments adjusted for withdrawals since the continuation date; where total Purchase Payments is equal to the Contract Value on the continuation date, increased by additional Purchase Payments received since the continuation date. Withdrawals will proportionally reduce total Purchase Payments by the ratio of the withdrawal to the Contract Value immediately prior to the withdrawal. Withdrawals include deductions for any applicable Surrender Charges and Market Value Adjustments.

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No Surrender Charges or Market Value Adjustments will apply to the Death Benefit.

Death of Owner or Annuitant After the Payout Date

Date.If an Annuitant dies during the Payout Period, remaining income payments or Death Benefit proceeds, if any, will be distributed as provided by the Income PaymentPayout Option in effect. The Income Payout Option in effect will determine whether additional income payments or a Death Benefit apply.

If an Owner dies afterduring the start of income payout,Payout Period, any remaining income payments will be distributed at least as rapidly as provided by the Income PaymentPayout Option in effect.

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

Abandoned Property Requirements

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. 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 contact us by writing to us or calling us at our Administrative Office.

income payments – the Payout Period

Express Portfolios

Certain model asset allocation portfolios or “Express Portfolios” are available to assist you in selecting investment options under the Contract. At the time you purchase the Contract, you may elect to allocate all of your Purchase Payments according to one of the Express Portfolios. Each Express Portfolio allocates your Purchase Payments among the Variable Subaccounts and Risk Control Accounts based on a specified allocation percentage for each investment option available under the Portfolio. Each Express Portfolio employs different investment styles and allocates Purchase Payments among investment options to match a specified level of risk tolerance (e.g., conservative, moderate and aggressive). You and your investment adviser can use an Express Portfolio as a tool to help select a menu of investment options under the Contract that matches your level of risk tolerance. There is no separate charge for selecting an Express Portfolio.

The Express Portfolios are only available on or before the Contract Issue Date. You may select only one Express Portfolio and you must allocate 100% of your initial Purchase Payment to that Express Portfolio. Each Express Portfolio contains several different investment options that in combination may create different degrees of exposure to market risks and corresponding opportunities for more potential growth while other combinations of investment options may offer different degrees of protection from market risks but lower growth potential. If you elect to invest according to one of the Express Portfolios, we will invest your initial Purchase Payment according to the specified allocation percentages of the Express Portfolio you selected.

If you make additional Purchase Payments, the Purchase Payments will be invested according to the allocation percentages of your Express Portfolio, subject to additional requirements described in the “Purchase Payment Allocation” section of this Prospectus. If you submit new allocation instructions after the Contract Issue Date, these instructions will replace your existing instructions and will terminate your participation in the Express Portfolio. Changes to instructions for the Variable Subaccounts will take effect on the date we receive the request. Changes to instructions for investments in the Risk Control Accounts will take effect following our receipt of the request in Good Order either on the next Risk Control Account Anniversary or Risk Control Maturity Date, depending on the change requested. In either case, you will not be able to select a new Express Portfolio. However, you can always submit new allocation instructions that replicate the allocation percentages under an existing Express Portfolio.

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If you are interested in the Express Portfolios, you should consult your investment adviser. In providing these Express Portfolios, we are not providing investment advice. You are responsible for determining which Express Portfolio is best for you. The Express Portfolios are an allocation tool, and investing by means of an Express Portfolio does not ensure a profit or protect against a loss. The compositions of the Express Portfolios may vary over time. The composition of the Express Portfolio you select will not change unless a Variable Subaccount or Risk Control Account option is discontinued, you terminate your Express Portfolio by amending your allocation instructions or you discontinue an Automatic Rebalance Program at levels C or V. We reserve the right to discontinue current Express Portfolios and making available new Express Portfolios in the future.

Automatic Rebalance Program

During the Accumulation Period, we will automatically rebalance your Contract Value among the Risk Control Accounts and/or Variable Subaccounts on specified dates based on your most recent allocation instructions that we have on file. This means, for example, that if your allocation instructions require that 50% of your Contract Value should be allocated to a Variable Subaccount and 50% of your Contract Value should be allocated to a Risk Control Account, we will transfer your Contract Values between those Accounts so that 50% of your Contract Value is allocated to both the Variable Subaccount and Risk Control Account following the transfer. Transfers that occur as a result of rebalancing will not count towards the 12 transfers we allow each Contract Year without assessing a transfer fee.

Rebalancing at Level C (between Variable Subaccounts and Risk Control Accounts) will occur as of each Risk Control Account Maturity Date. This rebalancing will occur according to the allocation instructions on file with us, unless there is no Risk Control Account Value, you elect to discontinue rebalancing by Authorized Request, or you have requested to transfer value which results in rebalancing being discontinued at Levels C and V (among Variable Subaccounts) as of each Risk Control Account Maturity Date. Each Risk Control Account Period is six years.

You may change your allocation instructions for Level C prior to rebalancing on a Risk Control Account Maturity Date by Authorized Request, subject to the requirements described under the “Risk Control Account Option – Risk Control Account Maturity Date” section in this Prospectus. Your Authorized Request to change your allocation instructions must be received at least one Business Day prior to the Risk Control Account Maturity Date to take effect as of that date. If we are not notified at least one Business Day prior to the Risk Control Account Maturity Date, the request will not be in Good Order and no transfer will occur based on such request.

Rebalancing at Level V will occur as of each Contract Anniversary according to the allocation instructions on file with us, unless there is no Variable Subaccount Value. Rebalancing at Level V will also occur as of each Risk Control Account Maturity Date according to the allocation instructions on file with us, unless there is no Variable Subaccount Value or you have requested to transfer value which results in rebalancing being discontinued at Levels C and V as of each Risk Control Account Maturity Date. If rebalancing is discontinued, you may elect to reinstate rebalancing at Level C by Authorized Request, which will also reinstate rebalancing at Level V. Your Authorized Request to reinstate rebalancing must be received at least one Business Day prior to the Risk Control Account Maturity Date to take effect as of that date. If we are not notified at least one Business Day prior to the Risk Control Account Maturity Date, rebalancing at Level C will not occur until the next Risk Control Account Maturity Date.

You may change your allocation instructions for Level V at any time by Authorized Request, including prior to rebalancing on a Contract Anniversary or a Risk Control Account Maturity Date. A change to your Level V allocation instructions will take effect as of the Business Day that we receive the request in Good Order, unless otherwise specified by you.

Rebalancing at Level I (between Risk Controls Accounts with different reference Indices) will occur as of each Risk Control Account Maturity Date according to the allocation instructions on file with us. Each Risk Control Account Period is six years. Rebalancing at Level I will not occur if your Risk Control Account Value and allocation instructions are not split between Indices or there is no Risk Control Account Value.

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You may change your allocation instructions for Level I prior to rebalancing on a Risk Control Account Maturity Date by Authorized Request, subject to the requirements described under the “Risk Control Account Option – Risk Control Account Maturity Date” section in this Prospectus. Your Authorized Request to change your allocation instructions must be received at least one Business Day prior to the Risk Control Account Maturity Date to take effect as of that date. If we are not notified at least one Business Day prior to the Risk Control Account Maturity Date, the request will not be in Good Order and no transfer will occur based on such request.

Rebalancing at Level R (between Risk Controls Accounts with the same reference Index) will occur as of each Risk Control Account Anniversary according to the allocation instructions on file with us. Rebalancing at Level R will not occur if your Risk Control Account Value and allocation instructions are not split between Risk Control Accounts with the same reference Index or there is no Risk Control Account Value.

You may change your allocation instructions for Level R prior to rebalancing on a Risk Control Account Anniversary by Authorized Request. Your request to change your allocation instructions must be received at our Administrative Office at least one Business Day prior to a Risk Control Account Anniversary for the instructions to take effect prior to rebalancing. If we do not receive your request at least one Business Day prior to a Risk Control Account Anniversary, your change in allocation instructions will not be effective until after that Risk Control Account Anniversary and after rebalancing has taken place. If you change your allocation instructions by Authorized Request and there is no Risk Control Account in force, a change to your allocation instructions for the applicable Allocation Levels will be required to establish a Risk Control Account. However, if there is no Risk Control Account in force because you exercised your right to discontinue your Risk Control Accounts, as described under “Getting Started – The Accumulation Period – Thirty Day Period to Discontinue Initial Risk Control Accounts,” you will not be allowed to change your allocation instructions to establish a Risk Control Account for at least 30 days.

Please note that at any time the Index Rate Cap for your Risk Control Account is less than the rate specified in the Bailout Provision (as shown on your Contract 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.

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. Such withdrawals must be at least $100 each. Generally, you must be at least age 59½ to participate in the systematic withdrawal plan. The withdrawals may be requested on the following basis:

As a specified dollar amount; or

In an amount equal to your required minimum distribution under the Internal Revenue Code.

For systematic withdrawals of Variable Subaccount Value other than the money market Holding Account Value, you may provide specific withdrawal instructions. If you do not provide instructions or if there is insufficient Variable Subaccount Value for the specified subaccounts, withdrawals will be processed on a Pro Rata basis from the value in all Variable Subaccounts other than the money market Holding Account. If there is insufficient Variable Subaccount Value other than the money market Holding Account Value, Holding Account Value will be withdrawn. If there is insufficient Holding Account Value, Risk Control Account Value will be withdrawn on a Pro Rata basis. No Surrender Charges or Market Value Adjustment will be deducted from systematic withdrawals to satisfy minimum required distributions established by the Internal Revenue Code. Other systematic withdrawals may be subject to Surrender Charges if they exceed the 10% Annual Free Withdrawal Amount. A Market Value Adjustment will be applied to all amounts taken from a Risk Control Account unless the systematic withdrawals are taken to satisfy minimum required distribution obligations.

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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;

A termination date that you have specified is reached;

You request that your participation in the plan cease; or

The Payout Date is reached.

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 95th95th birthday. If there are Joint Annuitants, we will set the Payout Date based on the age of the oldest Joint Annuitant. For Contracts sold in the state of California, the Payout Date begins one month after the Contract Anniversary of the Initial Index Period. Please refer to the data pageData Page of your Contract for details.

You may change the Payout Date by sending a Writtenan Authorized 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.Date; and (iv) the requested Payout Date is no later than the anticipated Payout Date as shown on your Contract Data Page. Any such change is subject to any maximum maturity age restrictions that may be imposed by lawlaw.

Payout Period. The Payout Period is the period of time that begins on the Payout Date and continues until we make the last payment as provided by the Income Payout Option chosen. On the first day of the Payout Period, your Contract Value will be applied to the Income Payout Option you selected. A Surrender Charge and Market Value Adjustment will not apply to proceeds applied to an Income Payout Option. You cannot extend pastchange the Annuitant’s 95th birthdayAnnuitant or Owner on or after the original Payout Date.Date for any reason. When the Payout Period begins, you will no longer be able to make withdrawals or transfers.

Terms of Income Payments

Payments.We use fixed rates of interest to determine the amount of fixed income payments payable under the Income PaymentPayout Options. IncomeFixed income payments will vary; however, dependingare periodic payments from us to the Owner, the amount of which is fixed and guaranteed by us. The amount of each payment depends on the numberform and duration of Annuitants livingthe Income Payout Option chosen, the age of the Annuitant, the gender of the Annuitant (if applicable), the amount applied to purchase the Income Payments and the applicable income purchase rates in the Contract. The income purchase rates in the Contract are based on the Payout Date.a minimum guaranteed interest rate of 1%. We may, in our discretion and on a non-discriminatory basis, make Income Payments in an amount based on a higher interest rate. Once income payments begin, you cannot change the terms or method of those payments. We do not apply a Surrender Charge or MVAMarket Value Adjustment 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 or we are otherwise required by the Internal Revenue Code. 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 sexgender (if the Income Payout Option Rates is based on gender) of the Annuitant/Joint Annuitants before making the first income payment. To receive income payments, the Annuitant/Joint Annuitant must be living on the Payout Date and on the date that each subsequent payment is due as required by the terms of the Income PaymentPayout Option. We may require proof from time to time that this condition has been met.


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income payment options

INCOME PAYOUT OPTIONS

Election of an Income Payment Option

Payout Option.You and/or the Beneficiary may elect to receive one of the Income PaymentPayout Options described under “Options” below. The Income PaymentPayout 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 PaymentPayout Option must be made by WrittenAuthorized Request. The election is irrevocable after the payments commence. The PayeeOwner 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. If the Contract Value is less than $2,500, we may make a lump sum payment equal to the Contract Value in lieu of income payments.

We will make income payments monthly, quarterly, semiannually, or annually.annually for the Installment Option. Life Income and Joint Survivor options allow monthly income payments. 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 specifyselect an Income PaymentPayout Option, we will make monthly payments on the following basis, unless the Internal Revenue Code requires that we pay in your application, the default payment optionsome other manner in order for this Contract to qualify as an annuity or to comply with Section 401(a)(9), in which case we will be Option 2 – comply with those requirements;

Life Income Option with a 10-year guaranteed period. 10-Year Guaranteed Period Certain (as described below) for Contracts with one Annuitant; and

Joint and Survivor Life Income Option with a 10-Year Guaranteed Period Certain (as described below) for Contracts with two Annuitants.

You may change this payment optionyour Income Payout Option any time before payments begin on the Payout Date.

Options

Options. We offer the following Income Payment Options.Payout Options described below. The frequency and duration of income payments will affect the amount you receive with each payment. In general, if income payments are expected to be made over a longer period of time, the amount of each income payment will be less than the amount of each income payment if income payments are expected to be made over a shorter period of time. Similarly, more frequent income payments will result in the amount of each income payment being lower than if income payments were made less frequently for the same period of time.

Option 1 -- Installment OptionOption.. 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;Owner; 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.Owner. For purposes of the present value calculation, guaranteed rates will be used.

Option 2 -- Life Income Option -- Guaranteed Period CertainCertain.. 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;Owner; 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.Owner. For purposes of the present value calculation, guaranteed rates will be used. The guaranteed periodsperiod certain choices are 0 (life income only), 5, 10, 15, or 20 years. If a guaranteed period of 0 years (life income only) is selected and the Annuitant dies before the date the first income payment is made, no income payments would be paid.

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Option 3 -- Joint and Last Survivor Life Income Option – with 10 Year Guaranteed Period CertainCertain.. 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;Owner; 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.Owner. For purposes of the present value calculation, guaranteed rates will be used.

The optionsIncome Payout Options described above may not be offered in all states. Any state variations are described in Appendix C to this Prospectus. Further, we may offer other Income PaymentPayout Options. More than one option may be elected. If your Contract is a Qualified Contract, not all options may satisfy required minimum distribution rules. 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. Consult a tax advisor. Option 2 and Option 3 pay monthly income payments. We do allow partial annuitization. Partial annuitization will count toward the free annual withdrawal amount.Annual Free Withdrawal Amount.

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FEDERAL INCOME TAX MATTERS

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 adviser. 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.

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, that is qualified for special tax treatment under the Internal Revenue Code, your contract is called a Qualified Contract. If your annuity is independent of any formal retirement or pension plan, it is termed a Non-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. See “Non-Natural Person”Federal Income Tax Matters – Taxation of Non-Qualified Contracts – Non-Natural Person below for a discussion of Non-Qualified Contracts owned by persons such as corporations and trusts that are not natural persons.

Tax Status of the Contracts

Tax law imposes several requirements that annuities must satisfy in order to receive the tax treatment normally accorded to annuity contracts.

Diversification Requirements. Section 817(h) of the Code provides that separate account investment underlying a contract must be “adequately diversified” in accordance with Treasury regulations in order for the Contract to qualify as an annuity contract under Section 72 of the Code. The Variable Account, through each Fund, intends to comply with the diversification requirements prescribed in regulations under Section 817(h) of the Code, which affect how the assets in the various Subaccounts may be invested. Although we do not have direct control over the Funds in which the Variable Account invests, we believe that each Fund in which the Variable Account owns shares will meet the diversification requirements, and therefore, the Contract will be treated as an annuity contract under the Code.

Owner Control. In certain circumstances, owners of variable annuity contracts have been considered for Federal income tax purposes to be the owners of the assets of the separate account supporting their contracts due to their ability to exercise investment control over those assets. When this is the case, the Contract Owners have been currently taxed on income and gains attributable to the variable account assets. There is limited guidance in this area, and some features of the Contract, such as the flexibility of an owner to allocate premium payments and transfer amounts among the investment divisions of the separate account, have not been explicitly addressed in published rulings. While we believe that the Contract does not give Owners investment control over separate account assets, we reserve the right to modify the Contract as necessary to prevent an Owner from being treated as the Owner of the separate account assets supporting the Contract.

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Required DistributionsDistributions.. In order 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, sectionSection 72(s) requires that (a)(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 (b)(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.death unless distributions are made over life or life expectancy, of such Beneficiary, 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.

The Non-Qualified Contracts contain provisions that are intended to comply with these Internal Revenue Code requirements, although no regulations interpreting these requirements have yet been issued. We intend to review such provisions and modify them if necessary to assure that they comply with the applicable requirements when such requirements are clarified by regulation or otherwise.

Other rules may apply to Qualified Contracts.

Taxation of Non-Qualified Contracts

Non-Natural PersonPerson.. 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 PaymentPayments 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 adviser.

The following discussion generally applies to Contracts owned by natural persons.

WithdrawalsWithdrawals. .When a 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. The Contract Value immediately before a withdrawal may have to be increased by any positive MVAMarket Value Adjustment that results from a withdrawal. There is, however, no definitive guidance on the proper tax

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treatment of MVAsMarket Value Adjustments and you may want to discuss the potential tax consequences of an MVAa Market Value Adjustment with your tax adviser. In the case of a surrender under a Non-Qualified Contract, the amount received generally will be taxable only to the extent it exceeds the Owner’s investment in the Contract.

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

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Penalty Tax on Certain Withdrawals. In the case of a distribution from a Non-Qualified Contract and Qualified Contract, there may be an imposed federal tax penalty equal to ten percent of the amount treated as income. In general, however, there is no penalty on distributions if they are:

made on or after the taxpayer reached age 59½;

made on or after the death of an Owner;

attributable to the taxpayer’s becoming disabled; or

made as part of a series of substantially equal periodic payments for the life (or life expectancy) of the taxpayer.

made on or after the taxpayer reaches age 59½;
made on or after the death of an Owner;
attributable to the taxpayer’s becoming disabled; or
made as part of a series of substantially equal periodic payments for the life (or life expectancy) of the taxpayer.

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

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 contractContract ratably on a tax-free basis over the expected stream of income payments, as determined when income payments start. Once your investment in the contractContract has been fully recovered, however, the full amount of each income payment is subject to tax as ordinary income.

Partial AnnuitizationAnnuitization.. Under a new tax provision enacted in 2010, if 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”"partial annuitization" treatment. Please consult a tax advisor if you are considering a partial annuitization.

Taxation of Death Benefit Proceeds.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.

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

Multiple ContractsContracts.. 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.

Further InformationInformation.. We believe that the Contracts will qualify as annuity contracts for Federal income tax purposes and the above discussion is based on that assumption.

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Taxation of Qualified Contracts

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


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% penalty 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. Beginning in 2015, 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 conversation to Roth IRAs.


Roth IRAs, as described in Internal Revenue Code sectionSection 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 adviser before combining any converted amounts with any other Roth IRA contributions, including any other conversion amounts from other tax years. Distributions from a Roth IRA generally are not taxed, except that, once aggregate distributions exceed contributions to the Roth IRA, income tax and a 10% penalty tax may apply to distributions made (1)(i) before age 59½ (subject to certain exceptions), or (2)(ii) during the five taxable years starting with the year in which the first contribution is made to any Roth IRA. A 10% penalty 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. Beginning in 2015, 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 for a qualified plan as that term is normally used, permits individuals to deferred compensation plans 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.

Other Tax IssuesIssues.. Qualified Contracts have required minimum distribution rules that govern the timing and amount of distributions. You should refer to your retirement plan, adoption agreement,Contract or consult a tax adviser for more information about these distribution rules. Please note recent important changes to the required minimum distribution rules. Under IRAs and defined contribution requirement plans, most non-spouse beneficiaries will no longer be able to stretch payouts over their lifetime. Instead those beneficiaries will have to take their after-death distributions within ten years. Certain exceptions apply to “eligible designated beneficiaries” which include disabled and chronically ill individuals, individuals who are ten or less years younger than the deceased individual and children who have not reached the age of majority. This change applies to distributions to designated beneficiaries of individuals who die after December 31, 2019. Consult a tax advisor if you are affected by these new rules.

Distributions from Qualified Contracts generally are subject to withholding for the Owner’s federal income tax liability. 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.

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“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’ 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 the employee 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.

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 Contingentcontingent Owner or the actuarial value of the payments to be received by the Beneficiary. Consult an estate planning adviser for more information.


Under certain circumstances, the Internal Revenue Code may impose a “generation skipping transfer (“GST”) tax” when all or part of an annuity contract is transferred to, or a Death Benefit is paid to, an individual two or more 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. For 2018, theThe federal estate tax, gift tax and GST tax exemptions and maximum rates are $5,600,000may each be adjusted. In 2021, each Owner can give away $11.7 million during life or at death before incurring a Federal gift or estate tax ($23.4 million if you “split” the gift with your spouse). This is your Federal “exemption” from estate and gift tax, and it increases every year with inflation. Taxable gifts made above this amount generally incur a 40%, respectively. tax.

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

Medicare Tax

Distributions from non-qualified annuity policies will be considered “investment income” for purposes of the newly enacted 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.

Same-Sex Spouses

The Contract provides that upon your death, a surviving spouseSpouse may have certain continuation rights that he or she may elect to exercise for the Contract’s Death Benefit and any joint-life coverage under an optional living benefit.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 adviser 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 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

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qualified tax adviser regarding U.S., state, and foreign taxation with respect to an annuity contract purchase.

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 adviser 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 contactthe Contract and do not intend the above discussion as tax advice.

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

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

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

have been diagnosed with COVID-19,
have spouses or dependents diagnosed with COVID-19, or
have experienced adverse financial consequences stemming from COVID-19 as a result of
being quarantined, furloughed or laid off,
having reduced work hours,
being unable to work due to lack of child care,
the closing or reduction of hours of a business owned or operated by the participant, or
other factors determined by the Treasury Department.

Eligible participants can take these distributions from 401(k), 403(b), and governmental 457(b) plans even if they would otherwise be subject to in-service withdrawal restrictions (e.g., distributions before age 59½) and the 20% withholding that would otherwise apply to these distributions does not apply.

other informationOTHER INFORMATION

DistributionImportant Information about the Indices

Bank of America/Merrill Lynch 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 Bank of America/Merrill Lynch 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 Bank of America/Merrill Lynch 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 Bank of America/Merrill Lynch 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 BANK OF AMERICA/MERRILL LYNCH 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 BANK OF AMERICA/MERRILL LYNCH 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 BANK OF AMERICA/MERRILL LYNCH 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 Bank of America/Merrill Lynch Index is a trademark of Bank of America/Merrill Lynch or its affiliates and has been licensed for use by the Company.

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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.

MSCI EAFE Index. The Contract is not sponsored, endorsed, sold or promoted by Morgan Stanley Capital International Inc. (“MSCI”). MSCI 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 MSCI EAFE Index to track general stock market performance. MSCI’s only relationship to the Company is in the licensing of certain trademarks and trade names of MSCI and of the MSCI EAFE Index which is determined, composed and calculated by MSCI without regard to the Company or the Contract. MSCI has no obligation to take the needs of the Company or the Owners of the Contract into consideration in determining, composing or calculating the MSCI EAFE Index. MSCI 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. MSCI has no obligation or liability in connection with the administration, marketing or trading of the Contract.

MSCI DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE MSCI EAFE INDEX OR ANY DATA INCLUDED THEREIN AND MSCI SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. MSCI 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 MSCI INDEX OR ANY DATA INCLUDED THEREIN. MSCI 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 MSCI EAFE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MSCI HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

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The MSCI EAFE Index is an equity index which captures large and mid cap representation across developed markets countries around the world, excluding the U.S. and Canada. With 912 constituents, the MSCI EAFE Index covers approximately 85% of the free float-adjusted market capitalization in each country.

The MSCI EAFE Index is a trademark of MSCI or its affiliates and has been licensed for use by the Company.

Distribution of the Contract

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

We pay CBSI and/or our affiliates 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 CBSI and 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 Selling Agents are also licensed as insurance agents by applicable state insurance authorities and appointed as agents of the Company. Selling Agents who are registered representatives of CBSI or our affiliates are also eligible for various cash benefits, such as bonuses, insurance benefits and financing arrangements, and non-cash items that we may jointly provide with CBSI or our affiliates. Non-cash items include conferences, seminars and trips (including travel, lodging and meals in connection therewith), entertainment, merchandise and other similar items. Sales of the Contracts may help registered representatives of CBSI qualify for such benefits. Selling Agents who are registered representatives of CBSI or our affiliates may receive other payments from us for services that do not directly involve the sale of the Contracts, including payments made for the recruitment and training of personnel, production of promotional literature and similar services.

The amount and timing of commissions we may pay to Selling Broker-Dealers may vary depending on the selling agreement and the contractContract sold but is not expected to be more than 7.25% of each Purchase Payment. We may also pay asset-based commission (sometimes called trail commissions) in addition to the Purchase Payment.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 theeach Purchase Payment.

In addition to the compensation described above, we may make additional cash payments, in certain circumstances referred to as “override” compensations"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

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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 recouprecover commissions and other salescompensation, marketing, administrative and other expenses and costs of Contract benefits through the fees and charges deductedimposed under the Contract.

Cyber Security

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

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. You will be notified of any such change, as required by law.

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 thisthe Contract to be equal to the payout amount the Contract Value would have purchased based on the Annuitant’s correct date of birth and/orbirth. If an Annuitant’s gender has been misstated, and the Life Income Rate Type is based on gender, we will adjust the income payments under the Contract to be equal to the payout amount the Contract Value would have purchased based on the Annuitant’s correct 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 in which the Contract is delivered (i.e., the “state of issue.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.

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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 beginning and end dates for the current report period; your Contract Value at the beginning and end of the current report period; the amounts that have been credited and debited to your Contract Value during the current report period, identified by the type of activity the amount represents; the Surrender Value withdrawals made sinceat the lastend of the current report period; 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.


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 have a material adverse impact on the Variable Separate Account, on CBSI’s ability to perform its contract with the Variable Separate Account, nor the Company’s ability to meet its obligations under the Contracts.

* * *

We do not file reports under the 1934 Act in reliance on Rule 12h-7 under the 1934 Act, which provides an exemption from the reporting requirements of Sections 13 and 15 of the 1934 Act.

Corporate History of the CompanyCORPORATE HISTORY OF THE COMPANY
[to be updated in amendment filing]

MEMBERS Life Insurance Company

We are a wholly-owned indirect subsidiary of CMFG Life Insurance Company (“CMFG Life”) and a direct wholly-owned subsidiary of CUNA Mutual Investment Corporation (“CMIC”). We were 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 in connection with the concurrent merger of MEMBERS Life Insurance Company (Texas) into the Company. We re-domiciled from Wisconsin to Iowa on May 3, 2007. On February 17, 2012, we amended and restated our Articles of Incorporation to change our 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, we have 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. Further, 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 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.

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In August 2013, the Company began issuing thean Index-Linked Annuity Contract under the name “MEMBERS® Zone Annuity”. In July 2016, the Company began issuing a flexible premium variable and index-linked deferred annuity contract under this Contract. In December 2018, the Company began issuing a flexible premium deferred variable and index linked annuity contract under the name “MEMBERS® Horizon II Flexible Premium Deferred Variable and Index Linked Annuity” Contract. In August 2019, the Company began issuing a single premium deferred index annuity contract under the name “CUNA Mutual Group Zone Income™ Annuity”. In August 2019, the Company began issuing a single premium deferred index annuity under the name “CUNA Mutual Group Zone Income Annuity.” In June 2021, the Company began issuing a single premium deferred annuity contract with index-linked interest options contract under the name “CUNA Mutual Group ZoneChoice™ Annuity. These annuity contracts account for all the new product sales of the new sales by the Company since August 2013.Company. The Company also serves previously existing blocks of individual and group life policies.

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

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pursuant to which CMFG Life provides us with certain procurement, disbursement, billing and collection and services.

You may write us at 2000 Heritage Way, Waverly, Iowa 50677-920250677 9202, or call us at 1-800-798-5500.

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

Financial Information

Our financial statements have been prepared in accordanceconformity with U.S. generally accepted accounting principalspractices prescribed or permitted by the Iowa Department of Commerce, Insurance Division (“U.S. GAAP”Insurance Department”). Prescribed statutory accounting practices are practices incorporated directly or by reference in state laws regulations and general administrative rules and are applicable to all insurance enterprises domiciled in a particular state. The Insurance Department has identified the Accounting Practices and Procedures Manual as promulgated by the National Association of Insurance Commissioners (“NAIC”), as a source of prescribed statutory accounting practices for insurers domiciled in Iowa. Permitted statutory accounting practices encompass all accounting practices not prescribed by the NAIC and are approved by the Insurance Department.

Investments

Our investment portfolio consists primarily of fixed income securities.

Reinsurance  [to be updated in amendment filing]

We reinsure our life insurance exposure with an affiliated insurance company under a traditional indemnity reinsurance arrangement. We entered into a coinsurance agreementCoinsurance Agreement with CMFG Life in 2012. Under this agreement, we agreed to cede 95% of all insurance in force, including annuity contracts, as of October 31, 2012 to CMFG Life. On September 30, 2015, we amended the Company amended its coinsurance agreementCoinsurance Agreement with CMFG Life and now cedescede 100% of itsour insurance policies in force to CMFG Life. In 2013, we entered into a second coinsurance agreement to cede 100% of allthe business issued on and after January 1, 2013related to MEMBERS® Zone Annuity contracts to CMFG Life. On November 1, 2015, we entered into a Coinsurance and Modified Coinsurance Agreement with CMFG Life to cede 100% of the business related to the MEMBERS® Horizon Flexible Premium Deferred Variable Annuity.and Index Linked Annuity contracts. On October 15, 2018, we amended the Coinsurance and Modified Coinsurance Agreement with CMFG Life to cede 100% of the business related to MEMBERS® Horizon II Flexible Premium Deferred Variable and Index Linked Annuity Contracts. On August 19, 2019, we entered into a Coinsurance Agreement with CMFG


Life to cede 100% of the business related to CUNA Mutual Group Zone Income™ Annuity contracts. These agreements do not relieve us of our obligations to our policyholders under contracts covered by these agreements. However, they do transfer nearly all of the Company’s underwriting profits and losses to CMFG Life and require CMFG Life to indemnify the Company for nearly all of its liabilities.

Policy Liabilities and Accruals

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

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Potential Risk Factors That May Affect Our Business and Our Future ResultsPOTENTIAL RISK FACTORS THAT MAY AFFECT OUR BUSINESS AND OUR FUTURE RESULTS

Although economic conditions both domestically and globally have continued to improve since the financial crisis in 2008,recession from late 2007 through the first half of 2009, we remain vulnerable to market uncertainty and continued financial instability of national, state and local governments. Continued difficult conditionsConditions in the global capital markets and economy could deteriorate in the near future and affect our financial position and our level of earnings from our operations.

Markets in the United States and elsewhere experienced extremeremain subject to volatility and disruption since the second half of 2007, due in part to the financial stresses affecting the liquidity of the banking system and the financial markets. This volatility and disruption reached unprecedented levels in late 2008 and early 2009. The United States entered a severe recession and recovery was slow with long-term high unemployment rates and lower average household income levels. One of the strategies used by the U.S. government to stimulate the economy has been to keep interest rates low and increase the supply of United States dollars. While these strategies have appeared to have had positive effects, anydisruption. Any future economic downturn or market disruption could negatively impact our ability to invest our funds.

Specifically, if market conditions deteriorate in 20182020 or beyond:

our investment portfolio could incur other-than-temporary impairments;
due to potential downgrades in our investment portfolio, we could be required to raise additional capital to sustain our current business in force and new sales of our annuity products, which may be difficult in a distressed market. If capital would be available, it may be at terms that are not favorable to us; or
our liquidity could be negatively affected and we could be forced to further limit our operations and our business could suffer, as we need liquidity to pay our policyholder benefits and operating expenses.

our investment portfolio could incur other-than-temporary impairments;

due to potential downgrades in our investment portfolio, we could be required to raise additional capital to sustain our current business in force and new sales of our annuity products which may be difficult in a distressed market. If capital would be available, it may be the terms that are not favorable to us; or

Our liquidity could be negatively affected and we could be forced to further limit our operations and our business could suffer, as we need liquidity to pay our policyholder benefits and operating expenses.

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

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

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


We face potential competition from companies that have greater financial resources, broader arrays of products, higher ratings and stronger financial performance, which may impair our ability to attract new customers and maintain our profitability and financial strength. It may also

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impair our ability to retain customers which could increase surrenders and impact profitability and financial strength.

We operate in a highly competitive industry. Many of our competitors are substantially larger and enjoy substantially greater financial resources, claims-paying ability and financial strength, broader and more diversified product lines and more widespread distribution relationships. Our annuity products compete with fixed indexed, traditional fixed rate and variable annuities (and combinations thereof) sold by other insurance companies and also with mutual fund products, traditional bank investments and other investment and retirement funding alternatives offered by asset managers, banks and broker-dealers. Our annuity products also compete with products of other insurance companies, financial intermediaries and other institutions based on a number of factors, including crediting rates, policy terms and conditions, serviceservices provided to distribution channels and policyholders, ratings, reputation and distribution compensation.

Our ability to compete will depend in part on ratesthe performance of interest credited to policyholder account balances or the parameters governing the determination of index credits which is driven by our investment performance.products. We will not be able to accumulate and retain assets under management for our products if our investment resultsproducts underperform the market or the competition, since such underperformance likely would result in asset withdrawals and reduced sales.

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

The loss of key executives could disrupt our operations.

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

Changes in state and federal regulation may affect our profitability.  [to be updated in amendment filing]

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

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

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


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

Although the federal government does not directly regulate the insurance business, federal legislation and administrative policies in several areas, including pension regulation, age and sex discrimination,anti-discrimination regulation, financial services regulation, securities regulation and federal taxation, can significantly affect the insurance business. In addition, legislation has been enacted whichthat could result in the federal government assuming some role in the regulation of the insurance industry.

In July 2010, the

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”(“Dodd-Frank”) was enacted and signed into law, making extensivein July 2010 made sweeping changes to the laws regulating theregulation of financial services industry. entities, products and markets. The Dodd-Frank Act directed existing and newly-created government agencies and bodies to perform studies and promulgate a multitude of regulations implementing the law, a process that has substantially advanced but is not yet complete. While a number of studies and most of the rule-making process has already been completed, there are certain key Dodd-Frank requirements that remain to be implemented and may affect our business.

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

In addition, in the latter part of 2015, U.S. federal banking regulators and the CFTC adopted regulations that will require swap dealers, security-based swap dealers, major swap participants and major security-based swap participants (“Swap Entities”) to post margin to, and collect margin from, their OTC swap counterparties (the “Margin Rules”). UnderPursuant to the Margin Rules, the Company would be considered a “financial end-user” that, when facing a Swap Entity, is required to post and collectexchange variation margin for its non-cleared swaps. In addition, depending onwith its derivatives exposure, the Companycounterparties that are Swap Entities and it may be required to post and collectexchange initial margin as well. The initial margin requirements of the Margin Rules will be phased-in over a period of five years based on the average aggregate notional amount of the Swap Entity’s (combined with all of its affiliates) and its counterparty’s (combined with all of its affiliates) swap positions. It is anticipated that the Company will not be subject to the initial margin requirements untilsuch counterparties beginning in September 1, 2020. The variation margin requirement took effect on September 1, 2016, for swaps where both the Swap Entity (and its affiliates) and its counterparty (and its affiliates) have an average daily aggregate notional amount of swaps for March, April and May of 2016 that exceeds $3 trillion. Otherwise, the variation margin requirement, to which we are subject, took effect on March 1, 2017.2021.

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

The Dodd-Frank Act also established a Federal Insurance Office (“FIO”) under the U.S. Treasury Department. Although the Federal Insurance Office was not granted general supervisory authority over the insurance industry, it is authorized to, among other things, (1) monitor all aspects of the insurance industry and of lines of business other than certain health insurance, certain long-term care insurance and crop insurance and (2) recommend changes to the state system of insurance regulation to the U.S. Congress. The FIO iswas required to issue several reports to Congress on the insurance industry, most

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notably, (i) a report on “how to modernize and improve the system of insurance regulation in the United States”, and (ii) a report on “the breadth and scope of the global reinsurance market and the critical role such market plays in supporting insurance in the United States.” The FIO issued its report on how to modernizehas completed such reports and improve the system of insurance regulation in the United States in December 2013. The report details the strengths and weaknesses of the current insurance regulatory system and makes recommendations in the areas of insurance sector solvency and marketplace regulation. Although the report stops short of recommending direct federal regulation of insurance, it does recommend significantly greater federal involvement in a number of areas. In December 2014, the FIO published its report on the breadth and scope of the global reinsurance market. In this reinsurance report, the FIO indicates that reinsurance collateral continues to be at the forefront of its thinking with regard to potential direct federal involvement in insurance regulation. Specifically, the FIO’s report argues that federal officials are well-positioned to make determinations regarding whether a foreign jurisdiction has sufficiently effective regulation and, in doing so, consider other prudential issues pending in the U.S. and between the U.S. and affected foreign jurisdictions. The reinsurance report notes that work continues towards initiating negotiations for covered agreements with leading reinsurance jurisdictions that may have the effect of preempting inconsistent state laws. In 2017, the U.S. and E.U. entered into such a covered agreement. It remains to be seen whether the U.S. will negotiate covered agreements with other major U.S. trading partners. More generally, it remains to be seen whether either of the FIO’s reports will affect the manner in which insurance and reinsurance are regulated in the U.S. and, thereby, the Company’s business.

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The Dodd-Frank Act also established a new federal council of financial regulators, the Financial Stability Oversight Council (“Council”(the “FSOC”), which is charged with identifying risks to the financial stability of the U.S. financial markets, promoting market discipline, and responding to emerging threats to the stability of the U.S. financial markets. The CouncilFSOC is empowered to make recommendations to primary financial regulatory agencies regarding the application of new or heightened standards and safeguards for financial activities or practices, and certain participation in such activities, that threaten the stability of the U.S. financial markets. In addition, the CouncilFSOC is authorized to determine whether an insurance company is systematically significant and to recommend that it should be subject to enhanced prudential standards and to supervision by the Board of Governors of the Federal Reserve System. In April 2012, the CouncilFSOC approved its final rule for designating non-bank financial companies as systemically important financial institutions (“SIFI”). Under the final rule, the Company’s assets, liabilities and operations do not currently satisfy the financial thresholds that serve as the first step of the three-stage process to designate a non-bank financial company as a SIFI. Despite not being aWhile recent developments suggest that it is unlikely that FSOC will be designating additional non-bank financial companies as systematically significant, there can be no assurance of that unless and until FSOC’s authority to do so has been rescinded.

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

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

Although the full impact of the Dodd-Frank Act cannot be determined until all of the various studies mandated by the law are conducted and all implementing regulations are adopted, many of the legislation’s requirements could have adverse consequences for the financial services industry, including for the Company. The Dodd-Frank Act could make it more expensive for the Company to conduct business, require the Company to make changes to its business model, or satisfy increased capital requirements.

Regulation of Broker-Dealers and Sales of Insurance Products

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

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


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

Events outside of our control may negatively affect our business continuity, results of operations and financial performance.

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

In addition to disruptions to our operations, period of market volatility may occur in response to pandemics or other events outside of our control. For example, in December 2019, a novel strain of coronavirus surfaced in Wuhan, China, which has resulted in the temporary closure of many corporate offices, retail stores, and manufacturing facilities and factors around the world. As the potential impact on April 6, 2016,global markets from the United States Department of Labor (“DOL”) issued a final rule thatcoronavirus is intendeddifficult to expand the circumstances in which a person may be deemed to be an investment advice “fiduciary” for purposes of the Employee Retirement Income Security Act of 1974 (“ERISA”) and certain Code sections applicable to IRAs. In connection with this expanded definition, the Department of Labor issued a complex series of exemptions from ERISA and Code restrictions. Compliance with these rules could significantly increase the costs associated with distributing investment products and limit the services that investment providers and professionals provide to retirement plan investors. These rules are currently scheduled to become fully effective on July 1, 2019.

We are not yet certain how, if at all, these rules might be amended during this extension of the applicability date given the change in presidential administrations following the publication of the final rule. Litigation by both proponent and opponents of the rule create additional uncertainty. There is a possibiolity that other regulators including the SEC and the various states through the NAIC may develop other fiduciary rules that may be in harmony or conflict with the DOL rules. The outcome may affectpredict, the extent to which these rules are applicablethe coronavirus may negatively affect our results of operations and financial performance or the duration of any potential business disruption is uncertain. Any potential impact to our businesses.results of operations and financial performance will depend to a large extent on future developments and new information that may emerge regarding the duration and severity of the coronavirus and the actions taken by authorities and other entities to contact the coronavirus or treat its impact, all of which are beyond our control. These potential impacts, while uncertain, could adversely affect our results of operations and financial performance.

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

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

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

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


We face risks relating to litigation, including the costs of such litigation, management distraction and the potential for damage awards, which may adversely impact our business.

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

Selected Financial DataMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
[to

Management's Discussion and Analysis of Financial Condition and Results of Operations reviews our financial condition at December 31, 2021 and December 31, 2020; our results of operations for the years ended December 31, 2021, 2020 and 2019; and where appropriate, factors that may affect future financial performance. This discussion should be updatedread in amendment filing]

conjunction with our statutory basis financial statements and notes thereto appearing elsewhere in this Prospectus. The dollar amounts disclosed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are in thousands.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations
[to be updated in amendment filing]

The following discussion covers the years ended December 31, 2021 and December 31, 2020. Please see the discussion that follows for a more detailed analysis of the fluctuations. Our comparative analysis of the year ended December 31, 2020 and the year ended December 31, 2019 is included under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form S-1 for the fiscal year ended December 31, 2020 filed with the SEC on April 14, 2021.

Cautionary Statement Regarding Forward-Looking Information

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

general economic conditions and other factors, including prevailing interest rate levels and stock and credit market performance which may affect (among other things) our ability to sell our products, our ability to access capital resources and the costs associated therewith, the fair value of our investments, which could result in other than temporary impairments, and the lapse rate and profitability of policies;

customer response to new products and marketing initiatives;

changes in the Federal income tax laws and regulations which may affect the relative income tax advantages of our products;


increasing competition in the sale of annuities;

regulatory changes or actions, including those relating to regulation of financial services affecting (among other things) bank and credit union sales and underwriting of insurance products and regulation of the sale, underwriting and pricing of products; and

the risk factors or uncertainties disclosed in this Prospectus.

In March 2020, the World Health Organization declared a worldwide pandemic regarding the outbreak of a novel coronavirus disease (“COVID-19”). The pandemic has affected the states where the Company operates, causing economic effects including temporary closures of businesses and reduced consumer activity. Because of the size, breadth and length of the pandemic, all of the direct and indirect consequences of COVID-19 are not yet known and may not emerge for some time. The COVID-19 pandemic has created a higher risk of mortality, negatively impacted the U.S. and global economy, and created increased volatility in capital markets. As a result, the Company’s ability to sell products through its regular channels and the demand for its products and services could be impacted. The extent to which the COVID-19 pandemic could continue to impact the Company’s business, results of operations, or financial condition will depend on continued future developments which are highly uncertain and cannot be predicted. To date, the Company has not experienced any material impacts to its financial position or results of operations and related cash flows.


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

Overview

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

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

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

Managed Agents: employees of CMFG Life who sell insurance and investment products to members of credit unions that have contracted with the Company and its affiliates to provide these services;

Dual Employee Agents: employees of credit unions who sell insurance and investment products to members of credit unions that have contracted with the Company and its affiliates to provide these services. These agents are registered representatives of the Company’s affiliated broker dealer, CBSI; and

Independent Agents: agents who also represent other insurance companies and, along with or through an unaffiliated broker-dealer, contract with the Company to offer its annuity products that are made available for distribution through this channel.

In December 2019 the Company entered into a reinsurance agreement to cede to CMFG Life 100% of the business related to MEMBERS® Zone Annuity, MEMBERS® Horizon Flexible Premium Deferred Variable and Index Linked Annuity, MEMBERS® Horizon II Flexible Premium Deferred Variable and Index Linked Annuity and CUNA Mutual Group Zone IncomeTM Annuity contracts. This agreement was approved by the regulator in January 2020 and was effective in 2019. These agreements do not relieve the Company of the Company’s obligations to the Company’s policyholders under the contracts covered by these agreements. However, they do transfer all of the Company’s underwriting profits and losses to CMFG Life and require CMFG Life to indemnify the Company for all of its liabilities. As a result, the Company believes its profitability from insurance operations going forward will be minimal.

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

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

Critical Accounting Policies

The complexity of the business environment and applicable authoritative accounting guidance requires us to closely monitor the Company’s accounting policies. The following summary of the Company’s critical accounting policies is intended to enhance your ability to assess the Company’s financial condition and results of operations and the potential volatility due to changes in estimates.

Derivative Financial InstrumentsUse of Estimates - The preparation of the statutory basis financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the statutory basis financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and, in some cases, the difference could be material. Investment valuations, policy reserve valuations, determination of other-than-temporary impairments (“OTTI”), deferred tax asset valuation reserves and reinsurance balances are most affected by the use of estimates and assumptions.


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

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

Fair Value - Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

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

Level 1: Inputs are directly observable and represent quoted prices for identical assets or liabilities in active markets the Company has the ability to access at the measurement date.

Level 2: All significant inputs are observable, either directly or indirectly, other than quoted prices included in Level 1, for the asset or liability. This includes: (i) quoted prices for similar instruments in active markets, (ii) quoted prices for identical or similar instruments in markets that are not active, (iii) inputs other than quoted prices that are observable for the instruments, and (iv) inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3: One or more significant inputs are unobservable and reflect the Company’s estimates of the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk.

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


The following table summarizes the carrying amounts and fair values of the Company’s financial instruments for which it is practicable to estimate fair value by fair value measurement level at December 31, 2021.

 Carrying Amount Fair Value Level 1 

Level 2 Level 3
Financial instruments recorded as assets:               
Bonds and notes $27,450  $28,961  $  $27,961  $1,000 
Cash equivalents  37,939   37,939   37,939       
Separate account assets  294,305   294,305      294,305    
Financial instruments recorded as liabilities:                    
Separate account liabilities  294,305   294,305      294,305    
                     

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

  Carrying Amount  Fair Value  

Level 1

  

Level 2

  Level 3 
Financial instruments recorded as assets:
                    
Bonds and notes $30,309  $33,449  $  $32,459  $990 
Cash equivalents  24,336   24,336   24,336       
Separate account assets  230,314   230,314      230,314    
Financial instruments recorded as liabilities:                    
Separate account liabilities  230,314   230,314      230,314    

The carrying amounts for cash, accrued net investment income, and certain receivables and payables approximate fair value due to their short-term nature and have been excluded from the fair value tables above.

Other-Than-Temporary Investment Impairments - Investment securities are reviewed for other than temporary impairment (“OTTI”) on an ongoing basis. The Company creates a watchlist of securities primarily based on the fair value of an investment security relative to its amortized cost. When the fair value drops below the Company’s cost, the Company monitors the security for OTTI. The determination of OTTI requires significant judgment on the part of the Company and depends on several factors, including, but not limited to:

The existence of any plans to sell the investment security.

The extent to which fair value is less than statement value.

The underlying reason for the decline in fair value (credit concerns, interest rates, etc.).

The financial condition and near term prospects of the issuer/borrower, including the ability to meet contractual obligations, relevant industry trends and conditions and cash flow analysis.

For mortgage-backed and structured securities, the Company’s intent and ability to retain our investments for a period of time sufficient to allow for an anticipated recovery in fair value.

The Company’s ability to recover all amounts due according to the contractual terms of the agreements.

The Company’s collateral position in the case of bankruptcy or restructuring.

A bond and note is considered to be other-than-temporarily impaired when the fair value is less than the amortized cost basis and its value is not expected to recover through the Company’s holding period. When this occurs, the Company records a realized capital loss equal to the difference between the amortized cost and fair value. The fair value of the other-than-temporarily impaired security becomes its new amortized cost. If the bond is a loan-backed or structured security, it is considered to be other-than-temporarily impaired when the amortized cost exceeds the present value of cash flows expected to be collected and its value is not expected to recover through the Company’s holding period. The amount of the OTTI recognized in net income as a realized loss equals the difference between the investment's amortized cost basis and its expected cash flows. In determining whether an unrealized loss is expected to be other-than-temporary, the Company considers, among other factors, any plans to sell the security, the severity of impairment, financial position of the issuer, recent events affecting the issuer’s business and industry sector, credit ratings, and the intent and ability of the Company to hold the investment until the fair value has recovered above its amortized cost.

Management believes it has made an appropriate provision for other-than-temporarily impaired securities owned at December 31, 2021 and December 31, 2020. Future declines in fair value may result in additional OTTI. Additional OTTI will be recorded as appropriate and as determined by the Company’s regular monitoring procedures of additional facts. In light of the variables involved, such additional OTTI could be significant.

Reinsurance - Reinsurance premiums, claims and benefits, commission expense reimbursements, and reserves related to reinsured business ceded are accounted for on a basis consistent with the accounting for the underlying direct policies issued and the terms of the reinsurance contracts. Premiums and benefits ceded to other companies have been reported as reductions of premium income and benefits in the accompanying statutory basis statements of operations. Policy and claim reserves are reported net of unbilled reinsurance recoverables. The Company has evaluated its reinsurance contracts and determined that all significant contracts transfer the underlying economic risk of loss. CMFG Life is the only reinsurer, and there is no allowance for doubtful accounts given the lack of concern about the risk of default on reinsurance receivable balances.

The Company entered into coinsurance and modified coinsurance agreements with our affiliate, CMFG Life, to cede 100% of our life, accident and health, and annuity business as described previously in the Overview of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The Company entered into the agreements for the purpose of limiting its exposure to loss on any one single insured, diversifying its risk and limiting its overall financial exposure to certain products, and to meet its overall financial objectives. The Company retains the risk of loss in the event that CMFG Life is unable to meet the obligations assumed under the reinsurance agreements.

Separate Accounts - The Company issues single premium deferred index annuities, single premium deferred index-linked interest options annuities, single premium deferred modified guaranteed index annuities and flexible premium variable and index linked deferred annuities, the assets and liabilities of which are legally segregated and reflected in the accompanying statutory basis statements of admitted assets, liabilities and capital and surplus as assets and liabilities of the separate accounts. All separate account assets and liabilities are ceded to CMFG Life except the MEMBERS Life Variable Separate Account which is used to fund the variable accounts within the flexible premium variable and index linked deferred annuities.

Separate account assets for the variable annuity component of the flexible premium variable annuity are stated at fair value. Separate account liabilities are accounted for in a manner similar to other policy reserves. Separate account premium deposits, benefit expenses and contract fee income for investment management and policy administration are reflected by the Company in the accompanying statutory basis statements of operations.

The variable component of the flexible premium variable and index linked deferred annuity holders are able to invest in investment funds managed for their benefit. All of the separate account assets are invested in unit investment trusts that are registered with the Securities and Exchange Commission as of December 31, 2021 and 2020.


CMFG Life, on behalf of the Company, invests the single premium deferred index annuity, single premium deferred index-linked interest options annuity, single premium deferred modified guaranteed index annuity and flexible premium deferred variable premiums for the benefit of the contract holder. The single premium deferred index, single premium deferred modified guaranteed index and flexible premium variable and index linked deferred annuities have two risk control accounts, referred to as the Secure and Growth Accounts; the Secure Account has a yearly credited interest rate floor of 0% and the yearly Growth Account floor is -10%. The Secure and Growth Accounts both have credited interest rate caps that vary with issuance. The single premium deferred index-linked interest options annuity has risk control accounts, with either caps and floors or participation rates and buffers applied based on the performance of an external index. For positive index performance, accounts with caps limit the interest credited to the policyholder at the cap; accounts with participation rates credit the full index performance multiplied by the participation rate to the policyholder. For negative index performance, floors represent the maximum negative interest credited a policyholder can receive, while the buffer represents the maximum negative index return for an interest term that will not result in negative interest credited to the contract. Interest is credited at the end of each Contract Year during the selected index term based on the allocation between risk control accounts and the performance of an external index during that Contract Year. At the end of the initial index term only the Secure Account will be available as an option to the policyholder.

Policy and Contract Claim Reserves- Liabilities established for unpaid benefits for life insurance contracts represent the estimated amounts required to cover the ultimate cost of settling reported and incurred but unreported losses. These estimates are adjusted in the aggregate for ultimate loss expectations based on historical experience patterns and current economic trends. Any change in the probable ultimate liabilities, which might arise from new information emerging, is reflected in the statutory basis statements of operations in the period the change is determined to be necessary. Such adjustments could be material.

The policy and contract claim reserves are 100% ceded to CMFG Life.

Policy Reserves - Life Insurance reserves: Traditional life insurance reserves are computed on either the net level reserve basis or the CRVM) basis dependent on product type and issue date. Depending upon the issue year, the American Experience table, the American Men table, or the 1941, 1958, 1980, 2001, or 2017 Commissioners Standard Ordinary mortality table is used.

The Company waives deduction of deferred fractional premiums upon death of the insured and returns the portion of the final premium beyond the date of death. Surrender values are not promised in excess of legally computed reserves.

Extra premiums are charged for substandard lives, plus the gross premium for a rated age. Mean reserves are determined by computing the regular mean reserve for the plan at the rated age and holding, plus one-half of the extra premium charge for the year.

Tabular interest, tabular less actual reserves released, tabular cost and tabular interest on funds not involving life contingencies have all been determined by formulas prescribed by the regulator of the Company’s state of domicile (“Insurance Department”).

Individual annuity reserves: Policyholder reserves related to individual annuity contracts are computed using the Commissioner's Annuity Reserve Valuation Method (“CARVM”), along with Valuation Method (“VM”) 21 for fixed annuities, equity indexed annuities and variable annuities, during the contract accumulation period and the present value of future payments for contracts that have annuitized. Policyholder reserves related to single premium deferred index annuity, single premium deferred modified guaranteed index annuity and flexible premium variable and index linked deferred annuity contracts are computed using CARVM, along with Actuarial Guideline (AG) 33 and 35 and VM 21 for policies greater than ten days after issue; for the first ten days, the reserve is equal to the return of premium. A reserve floor for all deferred annuities is set equal to the cash surrender value.


The policy reserves are 100% ceded to CMFG Life.

Liability for Deposit-Type Contracts - The Company recognizes a liability for policyholder deposits that are not subject to policyholder mortality or longevity risk at the stated account value. The account value equals the sum of the original deposit plus accumulated interest, less any withdrawals and expense charges. Such deposits primarily represent annuity contracts without life contingencies.

The liability for deposit-type contracts is 100% ceded to CMFG Life.

Income Tax - Deferred income taxes are recognized, subject to an admissibility test for deferred tax assets, and represent the future tax consequences attributable to differences between the statutory basis financial statement carrying amount of assets and liabilities and their respective tax bases. Gross deferred tax assets are reduced by a statutory valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. Recorded deferred tax amounts are adjusted to reflect changes in income tax rates and other tax law provisions as they are enacted. The net change in deferred taxes is recorded directly to unassigned surplus.

The Company is subject to tax-related audits. The Company accounts for any federal and foreign tax contingent liabilities in accordance with Statement of Statutory Accounting Principles (“SSAP”) No. 5R, Liabilities, Contingencies and Impairments of Assets as modified by SSAP No. 101, Income Taxes, and any state and other tax contingent liabilities in accordance with SSAP No. 5R.

Statutory Valuation Reserves - The Interest Maintenance Reserve (“IMR”) is maintained for the purpose of stabilizing the surplus of the Company against gains and losses on sales of investments that are primarily attributable to changing interest rates. The interest rate-related gains and losses are deferred and amortized into income over the remaining lives of the securities sold. If the IMR is calculated to be a net asset, it is nonadmitted.

The Asset Valuation Reserve (“AVR”) is a formulaic reserve for fluctuations in the values of invested assets, primarily bonds and notes. Changes in the AVR are charged or credited directly to unassigned surplus.

Other Liabilities - The Company issues the single premium deferred index annuity contracts, single premium deferred modified guaranteed index annuity contracts and flexible premium deferred variable and index linked annuity contracts on the 10th and 25th of each month. The Company recognizes a liability on contracts for which it has received cash, but has not issued a contract. Other liabilities primarily consist of this pending completion of the policy issuance process. These customer funds are released from other liabilities when the policy application is completed.

Executive Summary

The Company provides life and health insurance throughout the United States servicing its existing blocks of individual and group life policies, and in 2021 began marketing TAWL. The Company began marketing the MEMBERS® Zone Annuity Contractcontract in August, 2013, and the MEMBERS® Horizon Flexible Premium Deferred Variable and Index Linked Annuity contract in 2016. The Company is managed as two reportable business segments, (1) life2016, the MEMBERS® Horizon II Flexible Premium Deferred Variable and healthIndex Linked Annuity Contract in 2018 and (2) annuities. See Note 10 of the Notes toCUNA Mutual Group Zone Income™ Annuity contract in 2019 and the Financial Statements appearing elsewhereTAWL and CUNA Mutual Group ZoneChoice™ Annuity contract in this Prospectus for information related to the two business segments.2021.

The Company began distributing the MEMBERS® Zone Annuity, an individual or joint owned, single premium deferred index annuity contract, in 2013 which became the Company’s second reportable business segment.2013. The Company began distributing the MEMBERS® Horizon Flexible Premium Deferred Variable and Index Linked Annuity contract, an individual or joint owned, flexible premium deferred variable and index linked annuity contractContract in 2016. The Company’s annuities segment, which includes the MEMBERS® Zone Annuity2016, and the MEMBERS® Horizon II Flexible Premium Deferred Variable and Index Linked Annuity contracts, are ceded 100% to CMFG Life underContract in 2018, The Company began distributing the 2013 and 2015 ceding agreements and accordingly does not impactCUNA Mutual Group Zone IncomeTM Annuity contract, an individual or joint owned, single premium deferred modified guaranteed index annuity contract in 2019. The Company began distributing the results of operations.CUNA Mutual Group ZoneChoice Annuity, an individual or joint owned, single premium deferred index-linked interest options annuity contract, in 2021.


In 2012, theThe Company entered into a Coinsurance Agreement with CMFG Life to cede 95% of its business inforce as of October 31, 2012. On September 30, 2015, the Company amended its Coinsurance Agreement with CMFG Life and now cedes 100% of itsour insurance and annuity policies in force to CMFG Life. In 2013, it entered into a second agreement withThis does not relieve the Company of our obligations to our policyholders under contracts covered by these agreements. However, the reinsurance agreements transfer all of the Company’s underwriting profits and losses to CMFG Life and require CMFG Life to cede 100% of the business related to the MEMBERS® Zone Annuity Contract. On November 1, 2015,indemnify the Company entered into a Coinsurance and Modified Coinsurance Agreement with CMFG Life to ceded 100%for all of the business related to the MEMBERS® Horizon Variable Annuity contract.its liabilities. See Note 7 of the Notes to the Statutory Basis Financial Statements appearing elsewhere in this Prospectus for information on the 2012, 2013effect of these agreements and 2015 agreements.information on commissions.

Results of Operations for the Years ended December 31, 2017, 20162021 and 2015.2020

[

Total revenues, which consisted mainly of investment income, reinsurance commissions and other income were $202,540 and $135,910 for the years ended December 31, 2021 and 2020, respectively. The increase in total revenues in 2021 as compared to 2020, was primarily due to an increase in reinsurance commissions related to the CUNA Mutual Group ZoneChoice Annuity and TAWL policies which launched in 2021. Total net investment income was $748 and $1,017 for the years ended December 31, 2021 and 2020, respectively, which represents an average yield earned of 1.1% and 1.7%, for the same periods, respectively. The 2021 decrease primarily reflects a decrease in the Company’s investment in bond and notes along with decreased rates on these assets. All premiums are 100% ceded to CMFG Life resulting in no net premium in 2021 and 2020 due to the reinsurance agreements as described in the executive summary. The Company receives a commission equal to 100% of its actual expenses incurred for the Company’s annuities, which was $138,109 and $102,791 for the years ended December 31, 2021 and 2020, respectively. All remaining commissions relate to the Company’s life and health products and total $30,994 and $506 for the years ended December 31, 2021 and 2020, respectively. The Company also records other income related to the modified coinsurance agreement, which represents the aggregate ceding allowance payable by the reinsurer to the Company in relation to its flexible premium deferred variable annuity contracts.

Total benefits and expenses were $201,554 and $135,216 for the years ended December 31, 2021 and 2020, respectively. The increase in benefits and expenses in 2021 as compared to 2020 was primarily due to increases in the Company’s expenses and commissions related to increasing sales and production of the Company’s annuity products, including the launch of its CUNA Mutual Group ZoneChoice Annuity and TAWL products. CMFG Life provides significant services required in the conduct of the Company’s operations. Operating expenses incurred by the Company that are specifically identifiable are borne by the Company; other operating expenses are allocated from CMFG Life on the basis of estimated time and usage studies. Operating expenses are primarily employee costs such as wages and benefits, legal and other operating expenses such as rent, insurance and utilities. The increase in these expenses in 2021 as compared to 2020 was primarily due to the growth in the Company’s existing products along with products launched in 2021.

Federal income tax expense was $1,668 and $256 for the years ended December 31, 2021 and 2020, respectively, which represents an effective tax rate of 169.2% and 36.9% for the same periods, respectively. The effective tax rates differ from the statutory income tax rate of 21% primarily due to the following: 1) nondeductible interest maintenance reserve amortization; 2) dividends received deductions and foreign tax credits related to separate account investments; 3) expenses required to be updatedcapitalized and amortized for tax purposes; 4) differences in amendment filing]timing of certain accrued expenses; and 5) interest on accrued refund claims filed for prior years.

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Net income (loss) was ($703) and $197 for the years ended December 31, 2021 and 2020, respectively. The decrease in 2021 as compared to 2020 was primarily due to a decrease in net investment income and an increase in income tax expense as previously described. There are no known trends, events or uncertainties that are likely to have a material impact on the revenues, costs or income of the Company.


Financial Condition

The Company’s investment strategy is based upon a strategic asset allocation framework that considers the need to manage our General Account investment portfolio on a risk-adjusted spread basis for the underwriting of contract liabilities and to maximize return on retained capital. The Company’s investment in bonds and notes consists of U.S. government and industrial and miscellaneous securities, commercial mortgage-backed securities, residential mortgage-backed securities and non-mortgage-backed securities. The Company generally holds the bond portfolio to maturity.

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

The Company’s investment portfolio is comprised solely of bonds and notes at December 31, 2021 and December 31, 2020. The table below presents the carrying value of our total bonds and notes by type at December 31, 2021 and December 31, 2020.

 December 31,
2021%2020%
     
U.S. government and agencies

$ 8,729

31.8% 

$       8,739

28.8%  

Industrial and miscellaneous14,93954.4    16,92655.8     

Commercial mortgage-backed securities

1,9537.1    
1,9776.5     
Residential mortgage-backed securities830

3.0    

1,674

5.5     

Other structured securities

998

3.7    

998

3.4     

Total bonds and notes$27,450100.0% $     30,309100.0 %

The statement value and estimated fair value of bonds and notes by contractual maturity are shown below at December 31, 2021. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

  Statement Value  Estimated Fair Value 
       
Due in one year or less $998  $1,026 
Due after one year through five years  6,979   7,359 
Due after five years through ten years  6,962   6,976 
Due after ten years  8,729   9,819 
Commercial mortgage-backed securities  1,953   1,916 
Residential mortgage-backed securities  830   864 
Non-asset mortgage-backed securities  999   1,001 
Total bonds and notes $27,450  $28,961 

At December 31, 2021, the Company owned six bonds with a fair value of $6,658 in an unrealized loss position of $269. At December 31, 2020 the Company owned two bonds with a fair value of $1,994 in an unrealized loss position of $9.


Liquidity and Capital Resources

The Company cedes 100% of the Company’s insurance and annuity policies in force to CMFG Life. This does not relieve the Company of our obligations to our policyholders under contracts covered by these agreements. However, they do transfer all of the Company’s underwriting profits and losses to CMFG Life and require CMFG Life to indemnify the Company for all of its liabilities.

As consideration for the reinsurance provided under these agreements, the Company transfers all of the Company’s revenues to CMFG Life. Specifically, CMFG Life receives 100% of all premiums and other amounts received on account of our existing business and new business. CMFG Life pays the Company a monthly expense allowance to reimburse the Company for expenses and costs incurred on account of its insurance business.

While the reinsurance transactions have a minimal impact on our capital and surplus, they substantially diminish our net liabilities and greatly decrease the amount of capital and liquidity needed within the Company.

Operating activities provided (used) $6,842 and ($5,597) of net operating cash flow for the years ended December 31, 2021 and 2020, respectively. The Company’s sources of funds include renewal premiums, sales of investment-type contracts and investment income. The Company’s primary use of funds includes the payment of benefits and related operating expenses as well as settlements related to the reinsurance agreements with CMFG Life. The Company issues the single premium deferred index annuity contracts, single premium deferred index-linked interest options annuity contracts, flexible premium deferred variable and index linked annuity contracts, single premium deferred modified guaranteed index annuity contracts on the 10th and 25th of each month. The Company recognizes a liability on contracts for which it has received cash but has not issued a contract. The increase in operating cash flow in 2021 as compared to 2020 was primarily due to an increase in premiums and reinsurance commissions both related to the launch of CUNA Mutual Group ZoneChoice Annuity and TAWL in 2021.

Investing activities provided $2,813 and $3,913 of net cash flow for the years ended December 31, 2021 and 2020, respectively. The Company’s main investing activities include the purchase and sale or maturity of bonds and notes. The Company had maturities on bonds and notes which provided cash of $2,820 and $11,864 in 2021 and 2020, respectively. Additionally, the Company had investment acquisitions of $7 and $7,951 in 2021 and 2020, respectively. The decrease in investment acquisitions contributed to the net increase of cash from investing activities in 2021 as compared to 2020.

The Company’s financing activities provided (used) $2,660 and ($943) of net cash flow for the years ended December 31, 2021 and 2020, respectively. The Company’s main financing activities include the collection of deposits and payment of withdrawals on deposit contracts. The increase in net cash flow from financing activities in 2021 was due to an increase in the amount of sales at the end of the year that had not yet been issued in 2021 (issued in 2022) as compared to 2020.

As of December 31, 2021, the Company's cash requirements were primarily for the payment of benefits, operating expenses as well as settlements with CMFG Life for reinsurance agreements. These liquidity requirements are met primarily through monthly settlements under the coinsurance and modified coinsurance agreements with CMFG Life. The Company anticipates receiving adequate cash flow from these settlements and investment income to meet its obligations. However, a primary liquidity concern going forward is the risk of an extraordinary level of early policyholder withdrawals. The Company includes provisions within its policies, such as Surrender Charges, that help limit and discourage early withdrawals.

The Company believes that cash flows generated from sources above will be sufficient to satisfy the near term liquidity requirements of its operations, including reasonable foreseeable contingencies. However, the Company cannot predict future experience regarding benefits and surrenders since benefit and surrender levels are influenced by such factors as the interest rate environment, the Company’s claims paying ability and the Company’s financial credit ratings.


Most annuity deposits the Company will receive going forward are ceded to CMFG Life and will be invested in high quality investments, those identified by CMFG Life as investment grade, to fund future commitments. The Company believes that the settlement it receives under the reinsurance agreements with CMFG Life, the diversity of its investment portfolio and a concentration of investments in high quality securities should provide sufficient liquidity to meet the Company’s long-term cash requirements. Although there is no present need or intent to dispose of our investments, the Company could readily liquidate portions of our investments, if such a need arose.

Statutory Financial Data and Dividend Restrictions

The Company is subject to statutory regulations as to maintenance of equity and the payment of dividends. Generally, ordinary dividends from an insurance subsidiary to its parent company must meet notice requirements promulgated by the regulator of the subsidiary’s state of domicile (“Insurance Department”). Extraordinary dividends, as defined by state statutes, must be approved by the Insurance Department. The Company will not be able to pay stockholder dividends in 2022 without regulatory approval.
.

Risk-based capital requirements promulgated by the NAIC require U.S. insurers to maintain minimum capitalization levels that are determined based on formulas incorporating credit risk, insurance risk, interest rate risk, and general business risk. At December 31, 2021 and 2020, the Company’s adjusted capital exceeded the minimum capitalization requirements.

Contractual Obligations

On January 1, 2015, the Company entered into a Cost Sharing, Procurement, Disbursement, Billing and Collection Agreement which replaced all prior agreements. Additionally, the Company is allocated a certain portion of the total compensation of each of our executive officers and directors, based on various factors, the primary being the estimated time allocated to providing services to the Company. In exchange for providing these administrative functions and use of shared resources and personnel, the Company reimburses CMFG Life for the cost of providing such administrative functions, resources and personnel. The Company reimbursed CMFG Life $67,612 and $47,364 for these expenses for the years ended December 31, 2021 and 2020, respectively.

For detailed discussion of the management services agreement, the investment advisory agreement and the coinsurance agreements, see "Management – Transactions with Related Persons, Promoters and Certain Control Persons."

In the future, the Company may enter into financing transactions, lease agreements, or other commitments in the normal course of our business.

The Company has the following future minimum estimated claim and benefit payments that are 100% reinsured as of December 31, 2021.

  Estimated Future Claim
and Benefit Payments
 
    
Due in one year or less $4,947 
Due after one year through three years  14,519 
Due after three years through five years  9,634 
Due after five years  100,588 
Total estimated payments $129,688 

Quantitative and Qualitative Disclosures about Market Risk and Cyber Security

The Company has exposure to market risk through both our insurance operations and investment activities, although a significant portion of this risk is reinsured by CMFG Life pursuant to the coinsurance and modified coinsurance agreements discussed above. In addition, many of the measures described herein to offset these market risks are taken by CMFG Life because it holds all assets related to our insurance business as a result of the coinsurance agreements.

Interest rate risk is our primary market risk exposure. Substantial and sustained increases and decreases in market interest rates will affect the profitability of our annuity products and the fair value of our investments. Most of the interest rate risk is absorbed by CMFG Life under the coinsurance and modified coinsurance agreements. The profitability of most of our annuity products will depend on the spreads between interest yield on investments and rates credited on the annuity products. The Company has the ability to adjust crediting rates (caps, participation rates or asset fee rates for indexed annuities) on substantially all of our annuity products at least annually (subject to minimum guaranteed values). In addition, substantially all of our annuity products have surrender and withdrawal penalty provisions designed to encourage persistency and to help ensure targeted spreads are earned. However, competitive factors, including the impact of the level of surrenders and withdrawals, may limit our ability to adjust or maintain crediting rates at levels necessary to avoid narrowing of spreads under certain market conditions.

A major component of our interest rate risk management program is structuring the General Account investment portfolio with cash flow characteristics consistent with the cash flow characteristics of our annuity products. The Company uses computer models to simulate cash flows expected from our existing business under various interest rate scenarios. These simulations enable us to measure the potential gain or loss in fair value of our interest rate-sensitive financial instruments, to evaluate the adequacy of expected cash flows from our assets to meet the expected cash requirements of our annuity products and to determine if it is necessary to lengthen or shorten the average life and duration of our investment portfolio. The "duration" of a security is the time weighted present value of the security's expected cash flows and is used to measure a security's sensitivity to changes in interest rates. When the durations of assets and liabilities are similar, exposure to interest rate risk is minimized because a change in value of assets should be largely offset by a change in the value of liabilities. As of December 31, 2021, the Company’s fixed bonds and notes securities investment portfolio consisted of U.S. government and agency securities, industrial and miscellaneous, commercial mortgage-backed securities, residential mortgage-backed securities and other non-asset mortgage-backed securities with statement values of $8,729, $14,939, $1,953, $830 and $999, respectively, and has an average duration of 12 years.

The Company’s business is highly dependent upon the effective operation of our computer systems and those of the Company’s business partners, so that the Company’s business is potentially susceptible to operational and information security risks resulting from a cyber-attack. These risks include, among other things, the theft, misuse, corruption and destruction of data maintained online or digitally, denial of service on websites and other operational disruption and unauthorized release of confidential customer information. Cyber-attacks affecting the Company may adversely affect the Company and the Company’s contract holders. For instance, cyber-attacks may interfere with the processing of Contract transactions, cause the release and possible destruction of confidential Owner or business information, impede order processing, subject the Company to regulatory fines and financial losses and/or cause reputational damage. There can be no assurance that we the Company will avoid losses affecting the Company’s customer’s Contract due to cyber-attacks or information security breaches in the future.


Quantitative and Qualitative Disclosures about Market RiskMANAGEMENT
Management

Directors and Executive Officers

Our directors and executive officers are as follows:

Name

 

Age

 

Position

     
David L. Sweitzer 5458 President and Director
Paul D. Barbato 
Steven R. Suleski6445 Secretary and Director
Brian J. Borakove 3943 Treasurer
Michael F. Anderson 5054 Director
Williams Karls 
Michael T. Defnet5851 Director
Abigail R. Rodriguez 
William Karls4739 Director

All executive officers and directors are elected annually.

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David L. Sweitzer has served as President and as director of the Company since October 31, 2016. He also serves as Executive Vice President-Chief Experience Officer for CMFG Life since 2021. He served as the Senior Vice President of Wealth Management for CMFG Life where he leadslead overall business strategy and product management for CBSI and CMFG Life’s and its affiliates family of annuity products. Mr. Sweitzer has held various positions in CMFG Life for 2630 years. He brings more than 2628 years of progressive experience in sales and marketing, sales operations and sales strategy.

Steven R. SuleskiPaul D. Barbato has been aserved as Secretary and as director of the Company since December 15, 2015, and has served28, 2018. As of January 7, 2019, he also serves as our Secretary and Senior Vice President, since February 1, 2012.Associate General Counsel for CMFG Life. Mr. Barbato re-joined CMFG Life in May 2017 after spending two years as corporate counsel with Epic Systems Corporation (March 2015-May2017). He has servedoriginally joined CMFG Life in January 2009 as a Lead Counsel and later held roles as Associate General Counsel atand Director of Corporate Governance. Before joining CMFG Life, from May 1999 to January 2014. He serves as Chief Governance Officer effective January, 2014 to present. Before joining the Company, Mr. SuleskiBarbato spent 12two years at FoleyMichael Best & Lardner,Friedrich, LLP, in Madison, Wisconsin, where he was a partner specializing in securities law, mergers and acquisitions and general corporate law.an Associate Attorney.

Brian J. Borakove has served as our Treasurer since November 19,9, 2012 and Vice President, Corporate Treasurer since November 19, 2012 at CMFG Life. He served as Director of Investment Finance from 2007 to 2011 and was promoted to Associate Treasurer in 2011. Prior to joining CMFG Life, he was a Senior Manager, Investment Finance at Liberty Mutual Insurance in Boston, Massachusetts from 2005 to 2007. Prior to joining Liberty Mutual Insurance, Mr. Borakove served as a Senior Analyst, Treasury at FM Global in Johnston, Rhode Island from 2003-2005. Mr. Borakove held various positions at State Street Bank in Boston, Massachusetts from 2001-2003.

Michael F. Anderson has been a director of the Company since December 15, 2015. He has also servedserves as the Senior Vice President, Chief Legal Officer for CMFG Life where he ishas been responsible for all legal matters across CMFG Life’s business entities since 2011. He has served as Managing Associate General Counsel from 2008 to 2009, was promoted to Vice President in 2009 and in 2011 was promoted to Senior Vice President. Before joining the Company, Mr. Anderson spent 15 years in private practice, most recently as a partner in the New York office of Morgan, Lewis & Bockius.

Michael T. Defnet has been a director of the Company since December 15, 2015 and Senior Vice President of Sales & Marketing for CMFG Life. Mr. Defnet previously served as Senior Vice President of Sales Distribution Support and various positions in CMFG Life’s Sales Department for 25 years. He brings more than 25 years of progressive experience in sales and marketing leadership, sales operations and sales strategy.

William Karls has been director of the Company since August 4, 2017 and has served as Controller for CMFG Life since ____.2012. Prior to joining CMFG Life in 2004, Mr. Karls was a Senior Manager with Strohm Ballweg, LLP, which provides audit and consulting services to insurance companies.


Abigail R. Rodriguez has been a director of the Company since October 1, 2019. She also serves as Senior Vice President of Customer Success within the Customer Experience Unit at CMFG Life. Ms. Rodriguez previously served as Vice President of Consumer Operations from 2013-2019, and Senior Business Continuous Improvement Consultant from 2011-2013. Before joining the Company, Ms. Rodriguez held several positions at Ace World Wide in Muskego, Wisconsin from 2008-2011. Ms. Rodriguez served as Six Sigma Black Belt at Graphic Packaging International in Kalamazoo, Michigan from 2004-2008. Ms. Rodriguez served as Implementation Specialist at Sonoo Products Company in Hartsville, South Carolina in 2004.

Transactions with Related Persons, Promoters and Certain Control Persons

Policy Regarding Related Person TransactionsTransactions.

It is our policy to enter into or ratify related person transactions only when our Board of Directors determines that the transaction either is in, or is not inconsistent with, our best interests, including but not limited to situations where we may obtain products or services of a nature, quantity or quality, or on other terms, that are not readily available from alternative sources or when we provide products or services to related persons on an arm’sarm's length basis on terms comparable to those provided to unrelated third parties or on terms comparable to those provided to employees generally.


Therefore, we have adopted the following written procedures for the review, approval or ratification of related person transactions. For purposes of the related person transaction policy, a related person transaction is a transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships) in which (i) we were, are or will be a participant, (ii) the amount of the transaction,

44


arrangement or relationship exceeds $120,000, and (iii) in which a related person had, has or will have a direct or indirect material interest in the transaction.

A related person means:

any person who is, or at any time since the beginning of our last fiscal year was, a member of our Board of Directors or an executive officer or a nominee to become a member of our Board of Directors;
any person who is known to be the beneficial owner of more than 5% of any class of our voting securities;
any immediate family member of any of the foregoing persons; or
any firm, corporation, or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest.

any person who is, or at any time since the beginning of our last fiscal year was, a member of our Board of Directors or an executive officer or a nominee to become a member of our Board of Directors;

any person who is known to be the beneficial owner of more than 5% of any class of our voting securities;

any immediate family member of any of the foregoing persons; or

any firm, corporation, or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest.

Any proposed transaction with a related person shallwill be consummated or amended only if the following steps are taken:

Counsel (either inside or outside) will assess whether the proposed transaction is a related person transaction for purposes of this policy.
If counsel determines that the proposed transaction is a related person transaction, the proposed transaction shall be submitted to the Board of Directors for consideration at the next meeting or, in those instances in which counsel, in consultation with the President or the Treasurer, determines that it is not practicable or desirable for us to wait until the next committee meeting, to the President of the Company (who has been delegated authority to act between meetings).
The Board of Directors shall consider all of the relevant facts and circumstances available, including (if applicable) but not limited to: (i) the benefits to the Company; (ii) the impact on a director’s independence in the event the related person is a director, an immediate family member of a director, or an entity in which a director is a partner, shareholder, or executive officer; (iii) the availability of other suppliers or customers for comparable products or services; (iv) the terms of the transaction; and (v) the terms available to unrelated third parties or to employees generally.
The Board of Directors shall approve only those related person transactions that are in, or are not inconsistent with, the best interests of the Company and its shareholders, as the Board of Directors determines in good faith. The Board of Directors, shall convey the decision to counsel, who shall convey the decision to the appropriate persons within the Company.

Counsel (either inside outside) will assess whether the proposed transaction is a related person transaction for purposes of this policy.

If counsel determines that the proposed transaction is a related person transaction, the proposed transaction will be submitted to the Board of Directors for consideration at the next meeting or, in those instances in which counsel, in consultation with the President or the Treasurer, determines that it is not practicable or desirable for us to wait until the next Board of Directors meeting, to the President of the Company (who has been delegated authority to act between meetings).

The Board of Directors shall consider all of the relevant facts and circumstances available, including (if applicable) but not limited to: (1) the benefits to the Company; (ii) the impact on a director’s independence in the event the related person is a director, an immediate family member of a director, or an entity in which a director is a partner, shareholder, or executive officer; (iii) the availability of other suppliers or customers for comparable products or services; (iv) the terms of the transaction; and (v) the terms available to unrelated third parties to employees generally.


The Board of Directors shall approve only those related person transactions that are in, or are not inconsistent with, the best interests of the Company and its shareholders, as the Board of Directors determines in good faith. The Board of Directors shall convey the decision to counsel who shall convey the decision to the appropriate persons within the Company.

At the Board of Director’s first meeting of each fiscal year, it shall review any previously approved related person transactions that remain ongoing and have a remaining term of more than six months or remaining amounts payable to or receivable from the Company of more than $120,000. Based on all relevant facts and circumstances, taking into consideration the Company’sCompany's contractual obligations, the Board of Directors shall determine if it is in the best interests of the Company and its shareholders to continue, modify, or terminate the related person transaction.

No member of the Board of Directors shall participate in any review, consideration, or approval of any related person transaction with respect to which such member or any of his or her immediate family members is the related person.

45


Certain Relationships and Related Person TransactionsTransactions.

[to be updated in amendment filing]

Except for the agreements noted below, there have been no transactions between the Company and any related person since January 1, 2011, nor are any such related person transactions currently being contemplated for which disclosure would be required.

On September 30, 2015, the Company amended its coinsurance agreement with CMFG Life and now cedes 100% of its insurance policies in force to CMFG Life. In 2013, we entered into a second coinsurance agreement to cede 100% of all insurance issued on and after January 1, 2013 to CMFG Life. On November 1, 2015, we entered into a Coinsurance and Modified Coinsurance Agreement with CMFG Life to cede 100% of the business related to the Contract, and other investment type contracts similar to the Contract. On October 15, 2018, we amended the Coinsurance and Modified Coinsurance Agreement with CMFG Life to cede 100% of the business related to MEMBERS® Horizon II Flexible Premium Deferred Variable Annuity.and Index Linked Annuity Contracts. These agreements do not relieve us of our obligations to our policyholders under contracts covered by these agreements. However, they do transfer nearly all of the Company’s underwriting profits and losses to CMFG Life and require CMFG Life to indemnify the Company for nearly all of its liabilities.

On January 1, 2015, the Company entered into a Cost Sharing, Procurement, Disbursement, Billing and Collection Agreement with CMFG Life and certain other affiliated companies and on that same day, January 1, 2015, the Company entered into an Amended and Restated Expense Sharing Agreement with CMFG Life. See “Contractual Obligations” for more information about each of these agreements.

The Company has hired MEMBERS Capital Advisors, Inc. (“MCA”) to provide investment advisory services with respect to the Company’s General Account assets. MCA, which is 100% owned by CMIC, manages substantially all of the Company’s invested assets in accordance with policies, directives and guidelines established by the Company.

Committees of the Board of Directors

Our Board of Directors of the Company has not established any committees. OurThe Board of Directors relies upon the committees of the CM Holding to oversee actions over the subsidiary companies. For example, the CM Holding Audit Committee will assist with oversight of the Company’s external auditors, performance of internal audit functions and legal and regulatory compliance requirements.


Compensation Committee Interlocks and Insider Participation

Our Board of Directors has not established a compensation committee. None of our current executive officers serves on the board of directors or compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers served on our Board of Directors. Mr. Sweitzer is on the Board of Directors for CBSI whose executive officersBoard of Directors include Messrs. Anderson, Defnet, PisarikKarls, Copeland and Suleski,Ms. Rodriguez, the other Directors of the Company.

Executive Compensation  [to be updated in amendment filing]

We sharedo not have any employees but rather are provided personnel, withincluding our named executive officers, by our parent company, CMFG Life, pursuant to a Costthe Amended and Restated Expense Sharing Procurement, Disbursement, Billing and Collection Agreement between CMFG Life and us. Our operational needs are met by CMFG Life and certain of its affiliates pursuant to the CUNA Mutual Group Cost Sharing, Procurement, Disbursement, Billing and Collection Agreement. Certain employees who provide services to us under such agreement are CMFG Life executive officersAs a result, we do not determine or employees and are paid by CMFG Life. Their compensation-related costs are allocated to us based on various factors, the primary being the estimated time allocated to providing services to us. The dollar amounts in this Executive Compensation are not “in thousands”.

In order to help you understand our compensation-related costs, we have set forth below a discussion of CMFG Life’spay any compensation policies and programs as such policies and programs relate to our named executive officers.

46


Compensation Discussion and Analysis. These compensation policies and programs are designed to attract and retain highly qualified and motivated executive officers and employees and encourage and reward achievement of annual and long-term goals.

Federal income tax law limits deductibility of compensation in excess of $1 million paid to certain named executive officers unless this compensation qualifies as “performance-based compensation.” It is the intent ofor additional personnel provided by CMFG Life to qualify its executives’ compensation for deductibility under applicable tax laws, while recognizing that there may be situations in which compensation for executive officers may not be tax deductible.

Named Executive Officers. The primary elements of compensation forour operations. CMFG Life determines and pays the salaries, bonuses and other wages earned by our named executive officers who are officers of and compensatedby additional personnel provided to us by CMFG Life, include base pay and incentive compensation.

Base Pay. The Board of Directors of CM Holding (“CM Holding Board”), the indirect parent ofLife. CMFG Life engages Mercer (US) Inc. (“Mercer”) as a compensation consultantalso determines whether and to what extent our named executive officers and additional personnel from CMFG Life may participate in any employee benefit plans. We do not have employment agreements with our named executive officers and do not provide advice and data with respectpension or retirement benefits, perquisites or other personal benefits to compensation bench-marking and market practices for executives of CMFG Life. The most recent executive compensation review was presented to the Compensation Committee of the CM Holding Board by Mercer on November 9, 2016. Mercer develops a blended market consensus base salary for each of the positions of theour named executive officers. Mercer utilizes proxy data and private survey data from selected peer insurance companies public and private survey data from 2015 forWe do not have arrangements to make payments to our named executive officers upon their termination or in the financial service and insurance industriesevent of companies.

Incentive Compensation. Under the CSSP for 2016, an incentive compensation pool is created if CM Holding and its subsidiaries consolidated financial statement has positive pre-tax net income on a GAAP basis. If this objective is met, the CM Holding Board determines the amountchange in control of the pool that may be paid to leadershipCompany. See “Contractual Obligations” for more information about the Amended and staff based on CMFG Life performance, using the following guidelines and weighting factors: pre-tax operating gain, 60%; controllable expenses, 20%; and weighted revenue, 20%. Depending upon the level of CMFG Life’s success as determined by the CM Holding Board, compensation is paid out of this pool as a percentage of the base salary according to the level of individual performance. Our management and the CM Holding Board believe that this CSSP design creates the proper focus, flexibility and alignment for maximizing short-term and long-term policyholder value creation to benefit the policyholders who own CM Holding, the ultimate parent of bothRestated Expense Sharing Agreement between CMFG Life and the Company.
us.

There is an additional incentive program for senior management personnel of CMFG Life, which includes some of the named executives, known as the Long Term Incentive Plan (“LTIP”). This plan is based upon CM Holding and/or its subsidiaries meeting certain financial objectives but differs from the CSSP plan because the payments are not based upon individual performance but on whether or not the pre-determined corporate objectives are met.

At the time, the performance goals for the different incentive plans were approved by the CM Holding Board of Directors, it was believed that the performance targets reflected an appropriate degree of stretch but that they were attainable based on successful execution of the Company’s business plan and the realization of macro-economic and market conditions reasonably aligned with the Company’s near term expectations.

Change in Control, Separation and Retirement Arrangements. CMFG Life has a written employment contract with Mr. Trunzo, former President and Director of the Company. None of the other named executive officers have employment contracts or separation agreements with CMFG Life. No costs associated with this employment contract have previously been allocated to the Company.
Compensation

Non-Qualified Elective Deferred Compensation Arrangements. CMFG Life permits eligible employees to defer on an elective basis a specified portion of their LTIP. Any such deferrals must be made pursuant to a non-qualified deferred compensation plan between the officer and CMFG Life. The

47


deemed investment of deferred amounts is directed by the individual officers and the returns on such investments is reflected in the deferred account balance of such officer. The balance of the deferred compensation accounts will be distributed to each officer who has elected to make such deferrals upon his or her death, disability or separation from service.

Other Compensation Including Other Non-Qualified Deferred Compensation Arrangements. CMFG Life has a qualified 401(k) plan for all eligible employees. CMFG Life matches 100% of employee contributions to the plan up to 5% of the employee’s total compensation, subject to the limitations specified in the Internal Revenue Code. CMFG Life also maintains a Supplemental 401(k) Plan in which some of the named executive officers participate that provides additional benefits and a company match.

In addition to the 401(k) plan, all employees of CMFG Life participate in a qualified Defined Benefit Pension Plan. There is a non-qualified plan for some of the named executives that provides benefits that would otherwise be paid into the qualified Defined Benefit Pension Plan but for Internal Revenue Code limitations. CMFG Life offers a package of insurance benefits to all employees including health, dental, long-term disability and life insurance. Several of the named executive officers receive perquisites including personal liability insurance, use of Company owned aircraft, travel to Company conventions for themselves and their spouse, tax benefits and tax preparation fees.

48


Compensation Summary [to be updated in amendment filing]

The following table sets forth the allocated compensation based upon the estimated percentage of time the following officers devote to the affairs of MEMBERS Life Insurance Company for the 2017, 2016 and 2015 fiscal years:

Name and principal positionYearSalary
($)
Bonus
($)
Total****
($)

                                    (a)

(b)

(c)

(d)

(j)

Robert N. Trunzo, President and Director*
 

2015

$14,036

$58,376

$72,412

M. Jeffrey Bosco, President and Director**
 

2015
2016

$2,718
$3,671

$2,166
$4,568

$4,884
$8,239

David L. Sweitzer, President and Director***
 

2016
2017

$4,393

$3,729

$8,122

Brian J. Borakove, Treasurer****
 

2015
2016
2017

$2,802
$2,644
$

$1,595
$2,154
$

$4,397
$4,798
$
*Mr. Trunzo resigned as President and Director of the Company effective December 1, 2015.
**Mr. Bosco was appointed President effective December 1, 2015. Mr. Bosco resigned as President and Director of the Company effective October 31, 2016.
***Mr. Sweitzer was appointed President and Director effective October 31, 2016.
****Includes compensation paid by CMFG Life that was allocated to the Company for service rendered by Messrs. Sweitzer and Borakove.

Director Compensation

Each of the directors of the Company are also officers of CMFG Life. The Company’s directors receive no compensation for their service as directors of the Company but are compensated by CMFG Life for their services as officers of CMFG Life. Accordingly, no costs were allocated to the Company for services of following persons in their role as current directors: Michael F. Anderson, Michael T. Defnet, Jason A. Pisarik, Steven R. Suleski andWilliam Karls, Paul D. Barbato, David L. Sweitzer. Messr. Bosco is no longer a directorSweitzer and Abigail R. Rodriguez.


FINANCIAL STATEMENTS

The Company’s financial statements should be distinguished from the financial statements of the Variable Separate Account, and you should consider the Company’s financial statements only as bearing on the Company’s ability to meet its obligations under your Contract. The financial statements of the Company effective Octoberas of December 31, 2016.2021 and 2020 and the related statutory basis statements of operations, capital and surplus and cash flows for each of the three years in the period ended December 31, 2021 appear on the following pages. The financial statements of the Variable Separate Account are located in the Statement of Additional Information dated May 1, 2022.


MEMBERS Life Insurance Company

Statutory Basis Financial Statements

as of December 31, 2021 and 2020

and for each of the Three Years Ended

December 31, 2021, 2020 and 2019,

Supplemental Schedules as of and for the

the Year Ended December 31, 2021

and Independent Auditor’s Report

Legal ProceedingsINDEPENDENT AUDITOR’S REPORT

Like

Audit Committee and Stockholder of

MEMBERS Life Insurance Company

Waverly, Iowa

Opinions

We have audited the statutory basis financial statements of MEMBERS Life Insurance Company (the “Company”), which comprise the statutory basis statements of admitted assets, liabilities, and capital and surplus as of December 31, 2021 and 2020, and the related statutory basis statements of operations, changes in capital and surplus, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes to the statutory basis financial statements (collectively referred to as the “statutory basis financial statements”).

Unmodified Opinion on Statutory Basis of Accounting

In our opinion, the accompanying statutory basis financial statements present fairly, in all material respects, the admitted assets, liabilities, and capital and surplus of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in accordance with the accounting practices prescribed or permitted by the Iowa Department of Commerce, Insurance Division, described in Note 2.

Adverse Opinion on Accounting Principles Generally Accepted in the United States of America

In our opinion, because of the significance of the matter described in the Basis for Adverse Opinion on Accounting Principles Generally Accepted in the United States of America section of our report, the statutory basis financial statements do not present fairly, in accordance with accounting principles generally accepted in the United States of America, the financial position of the Company as of December 31, 2021 and 2020, or the results of its operations or its cash flows for each of the three years in the period ended December 31, 2021.

Basis for Opinions

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Statutory Basis Financial Statements section of our report. We are required to be independent of the Company, and to meet our other insurance companies,ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we routinelyhave obtained is sufficient and appropriate to provide a basis for our audit opinions.

Basis for Adverse Opinion on Accounting Principles Generally Accepted in the United States of America

As described in Note 2 to the statutory basis financial statements, the statutory basis financial statements are involvedprepared by the Company using the accounting practices prescribed or permitted by the Iowa Department of Commerce, Insurance Division, which is a basis of accounting other than accounting principles generally accepted in litigationthe United States of America, to meet the requirements of the Iowa Department of Commerce, Insurance Division. The effects on the statutory basis financial statements of the variances between the statutory basis of accounting described in Note 2 and accounting principles generally accepted in the United States of America, although not reasonably determinable, are presumed to be material and pervasive.

Emphasis of Matter

As discussed in Note 1 to the statutory basis financial statements, results of the Company may not be indicative of those of a stand-alone entity, as the Company is a member of a controlled group of affiliated companies. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Statutory Basis Financial Statements

Management is responsible for the preparation and fair presentation of the statutory basis financial statements in accordance with the accounting practices prescribed or permitted by the Iowa Department of Commerce, Insurance Division. Management is also responsible for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of statutory basis financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the statutory basis financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the statutory basis financial statements are issued.

Auditor’s Responsibilities for the Audit of the Statutory Basis Financial Statements

Our objectives are to obtain reasonable assurance about whether the statutory basis financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the statutory basis financial statements.

In performing an audit in accordance with GAAS, we:

Exercise professional judgment and maintain professional skepticism throughout the audit.
Identify and assess the risks of material misstatement of the statutory basis financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the statutory basis financial statements.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the statutory basis financial statements.
Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control–related matters that we identified during the audit.

Report on Supplemental Schedules

Our 2021 audit was conducted for the purpose of forming an opinion on the 2021 statutory basis financial statements as a whole. The supplemental schedule of selected financial data, summary investment schedule, supplemental investment risks interrogatories, and reinsurance contract interrogatories as of and for the year ended December 31, 2021, are presented for purposes of additional analysis and are not a required part of the 2021 statutory basis financial statements. These schedules are the responsibility of the Company’s management and were derived from and relate directly to the underlying accounting and other proceedings,records used to prepare the statutory basis financial statements. Such schedules have been subjected to the auditing procedures applied in our audit of the 2021 statutory basis financial statements and certain additional procedures, including class actions,comparing and reconciling such schedules directly to the underlying accounting and other records used to prepare the statutory basis financial statements or to the statutory basis financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, such schedules are fairly stated in all material respects in relation to the 2021 statutory basis financial statements as a whole.

/s/ DELOITTE & TOUCHE LLP

March 25, 2022

MEMBERS Life Insurance Company
Statutory Basis Statements of Admitted Assets, Liabilities and Capital and Surplus
December 31, 2021 and 2020
($ in 000s)

Admitted Assets 2021 2020
     
Cash and invested assets        
Bonds and notes $27,450  $30,309 
Cash and cash equivalents  38,725   26,410 
         
Total cash and invested assets  66,175   56,719 
         
Accrued investment income  216   257 
Federal income taxes recoverable from affiliate  43   3,278 
Net deferred tax asset  563   255 
Amounts due from reinsurers  25,030   12,718 
Receivables from affiliates  308   223 
Other assets  10   11 
Separate account assets  294,305   230,314 
         
Total admitted assets $386,650  $303,775 
         
Liabilities and Capital and Surplus        
         
Liabilities        
Reinsurance payable $21,558  $7,397 
Amount held for others  -   27 
Payable to affiliates  21,606   18,329 
Commissions, expenses, taxes, licenses, and fees accrued  2,379   499 
Asset valuation reserve  18   - 
Other liabilities  23,360   15,925 
Transfers to (from) separate accounts  (12,213)  (9,416)
Separate account liabilities  294,305   230,314 
         
Total liabilities  351,013   263,075 
         
Capital and surplus        
Capital        
Common stock, $5 par value, 1,000 shares issued and outstanding  5,000   5,000 
Paid-in capital  31,153   31,153 
Unassigned surplus (deficit)  (516)  4,547 
         
Total capital and surplus  35,637   40,700 
         
Total liabilities and capital and surplus $386,650  $303,775 

See accompanying notes to statutory basis financial statements3

MEMBERS Life Insurance Company
Statutory Basis Statements of Operations
Years Ended December 31, 2021, 2020, and 2019
($ in 000s)

  2021 2020 2019
Income            
Reinsurance commissions $169,103  $103,297  $85,813 
Net investment income  748   1,017   1,626 
Commission and fee income  -   -   38 
Other income  32,689   31,596   39,864 
             
Total income  202,540   135,910   127,341 
             
Benefits and expenses            
General insurance expenses  62,147   45,029   37,669 
Insurance taxes, licenses, fees, and commissions  107,116   58,279   48,143 
Net transfers to separate accounts  32,291   31,908   40,318 
             
Total benefits and expenses  201,554   135,216   126,130 
             
Income before federal income tax expense (benefit) and net realized capital (losses)  986   694   1,211 
Federal income tax expense (benefit)  1,668   256   (59)
             
Income (loss) before net realized capital (losses)  (682)  438   1,270 
Net realized capital (losses), excluding gains transferred to IMR, net of tax expense (2021 - $21; 2020 - $100; 2019 - $23) excluding taxes transferred to IMR (2021 - $0; 2020 - $0; 2019 - ($4))  (21)  (241)  (20)
             
Net income (loss) $(703) $197  $1,250 

See accompanying notes to statutory basis financial statements4

MEMBERS Life Insurance Company
Statutory Basis Statements of Changes in Capital and Surplus
Years Ended December 31, 2021, 2020, and 2019
($ in 000s)

  2021 2020 2019
             
Capital and surplus at beginning of year $40,700  $39,989   39,447 
Additions (deductions)            
Net income (loss)  (703)  197   1,250 
Change in net deferred income tax  2,100   241   209 
Change in nonadmitted assets  (6,442)  233   (897)
Change in asset valuation reserve  (18)  40   (20)
             
Net additions (deductions)  (5,063)  711   542 
             
Capital and surplus at end of year $35,637  $40,700  $39,989 

See accompanying notes to statutory basis financial statements5

MEMBERS Life Insurance Company
Statutory Basis Statements of Cash Flows
Years Ended December 31, 2021, 2020, and 2019
($ in 000s)

  2021 2020 2019
             
Cash from operating activities            
Premiums and other considerations $14,161  $(7,537) $7,522 
Net investment income received  802   1,191   1,568 
Reinsurance commissions  169,103   103,297   85,813 
Other income  20,389   25,668   36,446 
Policy and contract benefits and dividends paid  151   187   (44)
Operating expenses paid  (164,222)  (94,087)  (83,030)
Federal income taxes received (paid)  1,546   (141)  (568)
Net transfers (to) separate accounts  (35,088)  (34,175)  (42,734)
             
Net cash provided by (used in) operating activities  6,842   (5,597)  4,973 
             
Cash from investing activities            
Proceeds from investments sold, matured or repaid            
Bonds and notes  2,820   11,864   428 
             
Total investment proceeds  2,820   11,864   428 
             
Cost of investments acquired            
Bonds and notes  -   7,951   4,994 
Miscellaneous applications  7   -   - 
             
Total investments acquired  7   7,951   4,994 
             
Net cash provided by (used in) investing activities  2,813   3,913   (4,566)
             
Cash from financing and miscellaneous activities            
Net withdrawals on deposit-type contracts  (65)  (26)  (12)
Other cash provided (used)  2,725   (917)  3,730 
             
Net cash provided by (used in) financing and miscellaneous activities  2,660   (943)  3,718 
             
Net change in cash and cash equivalents  12,315   (2,627)  4,125 
Cash and cash equivalents at the beginning of the year  26,410   29,037   24,912 
             
Cash and cash equivalents at the end of the year $38,725  $26,410  $29,037 
             

See accompanying notes to statutory basis financial statements6

MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

Note 1: Nature of Business

MEMBERS Life Insurance Company (“MEMBERS Life” or the “Company” or “MLIC”) is a stock life and health insurance company organized under the laws of Iowa and a wholly-owned subsidiary of CUNA Mutual Investment Corporation (“CMIC”). CMIC is organized under the laws of Wisconsin and is a wholly-owned subsidiary of CMFG Life Insurance Company (“CMFG Life”), an Iowa life insurance company. CMFG Life and its affiliated companies primarily sell insurance and other products to credit unions and consumers. The Company’s ultimate parent is CUNA Mutual Holding Company (“CMHC”), a mutual insurance holding company organized under the laws of Iowa.

The Company began selling a single premium deferred index annuity contract in 2013, a flexible premium deferred variable and index-linked annuity contract in 2016, a single premium deferred modified guaranteed index annuity contract in 2019, and a single premium deferred index-linked interest options annuity contract and whole life insurance policies in 2021. All products are sold to consumers, including credit union members, through the face-to-face distribution channel. The Company has reinsurance agreements under which it cedes 100% of its business to CMFG Life. See Note 7, Reinsurance, for information on the Company’s reinsurance agreements.

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. The majority of premiums of the Company are generated in the United States with a significant portion in Texas, Michigan, and Georgia. The majority of annuity deposits of the Company are received in the United States with a significant portion in Pennsylvania, Florida, and Texas.

The accompanying statutory basis financial statements reflect various transactions and balances with the Company’s affiliates. See Note 6, Related Party Transactions, for a description of the significant transactions. While the Company believes that these transactions were at reasonable terms, the results of operations of the Company may have materially differed had these transactions been consummated with unrelated parties.

In March 2020, the World Health Organization declared a worldwide pandemic regarding the outbreak of a novel coronavirus disease (“COVID-19”). The pandemic has affected the states where the Company operates, causing economic effects including temporary closures of businesses and reduced consumer activity. Because of the size, breadth and length of the pandemic, all of the direct and indirect consequences of COVID-19 are not yet known and may not emerge for some time. The COVID-19 pandemic has created a higher risk of mortality, negatively impacted the U.S. and global economy, and created increased volatility in capital markets. As a result, the Company’s ability to sell products through its regular channels and the demand for its products and services could be impacted. The extent to which the COVID-19 pandemic could continue to impact the Company’s business, results of operations, or financial condition will depend on continued future developments which are highly uncertain and cannot be predicted. To date, the Company has not experienced any material impacts to its financial position or results of operations and related cash flows.

Note 2: Summary of Significant Accounting Policies

Basis of Presentation

The accompanying statutory basis financial statements have been prepared in conformity with accounting practices prescribed or permitted by the Iowa Department of Commerce, Insurance Division (“Insurance Department”), which differ in some respects from accounting principles generally accepted in the United States of America (“GAAP”).

Prescribed statutory accounting practices are practices incorporated directly or by reference in state laws, regulations and general administrative rules and are applicable to all insurance enterprises domiciled in a particular state. The Insurance Department has identified the Accounting Practices and Procedures Manual (“APPM”), as promulgated by the National Association of Insurance Commissioners (“NAIC”), as a source of prescribed statutory accounting practices for insurers domiciled in Iowa. Permitted statutory accounting practices encompass all accounting practices not prescribed by the NAIC and are approved by the insurance department of the insurer’s state of domicile. The Company does not utilize any permitted practices.

 7

MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

GAAP/Statutory Accounting Differences

The following summary identifies the significant differences between the accounting practices prescribed or permitted by the Insurance Department and GAAP:

“Nonadmitted assets” (principally a portion of deferred taxes, certain non-affiliated accounts receivable, the interest maintenance reserve and items not allocated) are excluded from the statutory basis statements of admitted assets, liabilities and capital and surplus through a direct charge to unassigned surplus. Under GAAP, nonadmitted assets are presented in the balance sheet, net of any valuation allowance.

Investments in bonds and notes are generally carried at amortized cost, while under GAAP, they are carried at either amortized cost or fair value based on their classification according to the Company’s ability and intent to hold or trade the securities.

For statutory accounting, after an other-than-temporary impairment of bonds, other than loan-backed securities, is recorded, the fair value of the other-than-temporarily impaired bond becomes its new cost basis. For GAAP, an impairment is based on the net present value of expected cash flows if the Company intends to hold the security until it has recovered, and an impairment is recorded as a valuation allowance.

Policy reserves, which are 100% ceded to CMFG Life, are established based on mortality and interest assumptions prescribed or permitted by state statutes, without consideration for withdrawals, which may differ from reserves established for GAAP using assumptions with respect to mortality, interest, expense, and withdrawals that are based on company experience and expectations.

The Company cedes 100% of its annuity business to its parent, CMFG Life, which is accounted for as reinsurance ceded under statutory accounting. These contracts are accounted for as investment-type contracts under GAAP; as such, deposits are not reported as revenues for GAAP. Consequently, deposit accounting is used to account for the reinsurance agreement for GAAP.

Under both GAAP and statutory accounting, deferred federal income taxes are provided for unrealized capital gains or losses on investments and the temporary differences between the reporting and tax bases of assets and liabilities; however, there are limits as to the amount of deferred tax assets that may be reported as admitted assets under statutory accounting. Further, the change in deferred taxes is recognized as an adjustment to unassigned surplus under statutory accounting. For GAAP, changes in deferred taxes related to revenue and expense items are recorded in the statements of operations and comprehensive income. A federal income tax provision is required on a current basis only for the statutory basis statements of operations.

The asset valuation reserve (“AVR”), a statutory only reserve established by formula for the purpose of stabilizing the surplus of the Company against fluctuations in the fair value of certain invested assets, is recorded as a liability

by a direct charge to unassigned surplus for statutory accounting. Such a reserve is not recorded under GAAP.

For statutory reporting, the interest maintenance reserve (“IMR”) defers recognition of interest rate-related gains and losses resulting from the disposal of investment securities and amortizes them into income over the remaining contractual maturities of those securities; under GAAP, such gains and losses are recognized in income immediately.

Amounts due from reinsurers for their share of ceded reserves are netted against the reserves rather than shown as assets as under GAAP.

 8

MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

Deposits, surrenders, and benefits on certain annuities, including those recorded in the separate accounts, are recorded in the statutory basis statements of operations, while such deposits and benefits are credited or charged directly to the policyholder account balances under GAAP. As a result, under GAAP, revenues on these types of contracts are composed of contract charges and fees, which are recognized when assessed against the account balance. Under GAAP, amounts collected are credited directly to policyholder account balances, and the benefits and claims on these contracts that are charged to expense only include benefits incurred in the period in excess of related policyholder account balances.

Single premium deferred index annuities, single premium deferred index-linked interest option annuities, single premium deferred modified guaranteed index annuities and flexible premium variable and index-linked deferred annuities are reported as a separate account product for statutory reporting. For GAAP, only the variable annuity component of the flexible premium variable and index-linked deferred annuity is reported as a separate account product, with the other related assets and liabilities reported in the general account because criteria for separate account reporting are not met. The criteria are that funds must be invested at the direction of the contract holder and investment results must be passed through to the contract holder.

Comprehensive income and its components are not presented in the statutory basis financial statements, whereas under GAAP, comprehensive income is presented and changes in comprehensive income are reflected in accumulated other comprehensive income, a component of stockholder’s equity.

The statutory basis statements of cash flows are presented in the required statutory format. Under GAAP, the indirect method for the statements of cash flows requires a reconciliation of net income to net cash provided by operating activities.

Use of Estimates

The preparation of the statutory basis financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the statutory basis financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and, in some cases, the difference could be material. Investment valuations, policy reserve valuations, determination of other-than-temporary impairments (“OTTI”), deferred tax asset valuation reserves and reinsurance balances are most affected by the use of estimates and assumptions.

Investments

Investments are valued as prescribed by the NAIC.

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

Net investment income: Investment income is recognized on an accrual basis. Investment income reflects amortization of premiums and accretion of discounts on an effective-yield basis using expected cash flows.

Net realized capital gains (losses): Realized capital gains and losses on the sale of investments are determined based upon the specific identification method and are recorded on the trade date.

 9

MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

Cash and Cash Equivalents

Cash includes unrestricted deposits in financial institutions. Cash equivalents include money market mutual funds and investments with maturities at the date of purchase of 90 days or less and are reported at carrying value, which approximates amortized cost. Money market mutual funds are valued based on the closing price as of December 31.

Income Tax

Deferred income taxes are recognized, subject to an admissibility test for deferred tax assets, and represent the future tax consequences attributable to differences between the statutory basis financial statement carrying amount of assets and liabilities and their respective tax bases. Gross deferred tax assets are reduced by a statutory valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. See Note 5, Income Tax, for the components of the admissibility test used to calculate the admitted deferred tax assets. Recorded deferred tax amounts are adjusted to reflect changes in income tax rates and other tax law provisions as they are enacted. The net change in deferred taxes is recorded directly to unassigned surplus.

The Company is subject to tax-related audits. The Company accounts for any federal and foreign tax contingent liabilities in accordance with Statement of Statutory Accounting Principles (“SSAP”) No. 5R, Liabilities, Contingencies and Impairments of Assets as modified by SSAP No. 101, Income Taxes, and any state and other tax contingent liabilities in accordance with SSAP No. 5R.

Reinsurance

Reinsurance premiums, claims and regulatory proceedings arisingbenefits, commission expense reimbursements, and reserves related to reinsured business ceded are accounted for on a basis consistent with the accounting for the underlying direct policies issued and the terms of the reinsurance contracts. Premiums and benefits ceded to other companies have been reported as reductions of premium income and benefits in the ordinaryaccompanying statutory basis statements of operations. Policy and claim reserves are reported net of unbilled reinsurance recoverables. The Company has evaluated its reinsurance contracts and determined that all significant contracts transfer the underlying economic risk of loss. Since CMFG Life is the only reinsurer, there is no concern of default on reinsurance receivable balances.

Separate Accounts

The Company issues single premium deferred index annuities, single premium deferred index-linked interest options annuities, single premium deferred modified guaranteed index annuities and flexible premium variable and index-linked deferred annuities, the assets and liabilities of which are legally segregated and reflected in the accompanying statutory basis statements of admitted assets, liabilities and capital and surplus as assets and liabilities of the separate accounts. All separate account assets and liabilities are ceded to CMFG Life on a coinsurance basis except the variable annuity of the flexible premium variable and index-linked deferred annuities that are ceded on a modified coinsurance basis and the related assets and liabilities are retained in the Company’s separate account.

Separate account assets for the variable annuity component of the flexible premium variable and index-linked deferred annuity are stated at fair value. Separate account liabilities are accounted for in a manner similar to other policy reserves. Separate account premium deposits, benefit expenses and contract fee income for investment management and policy administration are reflected by the Company in the accompanying statutory basis statements of operations.

The variable annuity contract holders of the flexible premium variable and index-linked deferred annuity are able to invest in investment funds managed for their benefit. All of the flexible premium variable and index-linked deferred annuity separate account assets are invested in unit investment trusts that are registered with the Securities and Exchange Commission as of December 31, 2021 and 2020, respectively.


MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

CMFG Life, on behalf of MLIC, invests the single premium deferred index annuity, single premium deferred index-linked interest options annuity, single premium deferred modified guaranteed index annuity and flexible premium deferred variable premiums for the benefit of the contract holder. The single premium deferred index, single premium deferred modified guaranteed index and flexible premium variable and index-linked deferred annuities have two risk control accounts, referred to as the Secure and Growth Accounts; the Secure Account has a yearly credited interest rate floor of 0% and the yearly Growth Account floor is -10%. The Secure and Growth Accounts both have credited interest rate caps that vary with issuance. The single premium deferred index-linked interest options annuity has risk control accounts, with either caps and floors or participation rates and buffers applied based on the performance of an external index. For positive index performance, accounts with caps limit the interest credited to the policyholder at the cap; accounts with participation rates credit the full index performance multiplied by the participation rate to the policyholder. For negative index performance, floors represent the maximum negative interest credited a policyholder can receive, while the buffer represents the maximum negative index return for an interest term that will not result in negative interest credited to the contract. Interest is credited at the end of each contract year during the selected index term based on the allocation between risk control accounts and the performance of an external index during that contract year. At the end of the initial index term, only the Secure Account will be available as an option to the policyholder.

Policy and Contract Claim Reserves

Liabilities established for unpaid benefits for life insurance contracts represent the estimated amounts required to cover the ultimate cost of settling reported and incurred but unreported losses. These estimates are adjusted in the aggregate for ultimate loss expectations based on historical experience patterns and current economic trends. Any change in the probable ultimate liabilities, which might arise from new information emerging, is reflected in the statutory basis statements of operations in the period the change is determined to be necessary. Such adjustments could be material.

The policy and contract claim reserves are 100% ceded to CMFG Life.

Policy Reserves

Life insurance reserves: Traditional life insurance reserves are computed on either the net level reserve basis or the Commissioner’s Reserve Valuation Method (“CRVM”) basis dependent on product type and issue date. Depending upon the issue year, either the American Experience table, the American Men table, the 1941, 1958, 1980, 2001, or 2017 Commissioners Standard Ordinary mortality table is used.

The Company waives deduction of deferred fractional premiums upon death of the insured and returns the portion of the final premium beyond the date of death. Surrender values are not promised in excess of legally computed reserves.

Extra premiums are charged for substandard lives, plus the gross premium for a rated age. Mean reserves are determined by computing the regular mean reserve for the plan at the rated age and holding, plus one-half of the extra premium charge for the year.

Tabular interest, tabular less actual reserves released, tabular cost and tabular interest on funds not involving life contingencies have all been determined by formulas prescribed by the Insurance Department.

Individual annuity reserves: Policyholder reserves related to individual annuity contracts are computed using the Commissioner’s Annuity Reserve Valuation Method (“CARVM”), along with Valuation Manual (“VM”) 21 for fixed annuities, equity indexed annuities and variable annuities, during the contract accumulation period and the present value of future payments for contracts that have annuitized. Policy reserves related to single premium deferred index annuity, single premium deferred modified guaranteed index annuity and flexible premium variable and index-linked deferred annuity contracts are computed using CARVM, along with Actuarial Guideline (“AG”) 33 and 35 and VM 21 for policies greater than ten days after issue; for the first ten days, the reserve is equal to the return of premium. A reserve floor for all deferred annuities is set equal to the cash surrender value.


MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

The policy reserves are 100% ceded to CMFG Life.

Liability for Deposit-Type Contracts

The Company recognizes a liability for policyholder deposits that are not subject to policyholder mortality or longevity risk at the stated account value. The account value equals the sum of the original deposit plus accumulated interest, less any withdrawals and expense charges. Such deposits primarily represent annuity contracts without life contingencies. The liability for deposit-type contracts is 100% ceded to CMFG Life.

Statutory Valuation Reserves

The IMR is maintained for the purpose of stabilizing the surplus of the Company against gains and losses on sales of investments that are primarily attributable to changing interest rates. The interest rate-related gains and losses are deferred and amortized into income over the remaining lives of the securities sold. If the IMR is calculated to be a net asset, it is nonadmitted.

The AVR is a formulaic reserve for fluctuations in the values of invested assets, primarily bonds and notes, mortgage loans, common stocks and limited partnerships. Changes in the AVR are charged or credited directly to unassigned surplus.

Other Liabilities

The Company issues the single premium deferred index annuity contracts, single premium deferred modified guaranteed index annuity contracts, flexible premium deferred variable and index-linked annuity contracts and single premium deferred index-linked interest options annuity contracts on the 10th and 25th of each month. The Company recognizes a liability on contracts for which it has received cash, but has not issued a contract.  Other liabilities primarily consist of these customer funds pending completion of the policy issuance process. The customer funds are released from other liabilities when the policy application is completed.


MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

Note 3: Investments

Bonds and Notes

The statement value, which generally represents amortized cost, gross unrealized gains and losses and fair value of investments in bonds and notes at December 31, 2021 are as follows:

             
     Gross  Gross    
  Statement  Unrealized  Unrealized    
  Value  Gains  Losses  Fair Value 
             
U.S. government and agencies $8,729  $1,090  $-  $9,819 
Industrial and miscellaneous  14,939   654   (232)  15,361 
Commercial mortgage-backed securities  1,953   -   (37)  1,916 
Residential mortgage-backed securities  830   34   -   864 
Non-mortgage asset-backed securities  999   2   -   1,001 
                 
Total bonds and notes $27,450  $1,780  $(269) $28,961 

The statement value, which generally represents amortized cost, gross unrealized gains and losses, and fair value of investments in bonds and notes at December 31, 2020 are as follows:

             
     Gross  Gross    
  Statement  Unrealized  Unrealized    
  Value  Gains  Losses  Fair Value 
             
U.S. government and agencies $8,734  $1,916  $-  $10,650 
Industrial and miscellaneous  16,926   1,170   (1)  18,095 
Commercial mortgage-backed securities  1,977   3   -   1,980 
Residential mortgage-backed securities  1,674   60   -   1,734 
Non-mortgage asset-backed securities  998   -   (8)  990 
                 
Total bonds and notes $30,309  $3,149  $(9) $33,449 


MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

The statement value and fair value of bonds and notes at December 31, 2021, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Because of the potential for prepayment on residential mortgage-backed, commercial mortgage-backed and non-mortgage asset-backed securities, such securities have not been classified by expected maturity in the table below by contractual maturity.

       
       
  Statement    
  Value  Fair Value 
       
Due in one year or less $998  $1,026 
Due after one year through five years  6,979   7,359 
Due after five years through ten years  6,962   6,976 
Due after ten years  8,729   9,819 
Commercial mortgage-backed securities  1,953   1,916 
Residential mortgage-backed securities  830   864 
Non-mortgage asset-backed securities  999   1,001 
         
Total bonds and notes $27,450  $28,961 

Cash and Cash Equivalents

The details of cash and cash equivalents as of December 31 are as follows:

       
       
  2021  2020 
Cash equivalents $37,939  $24,336 
Cash  786   2,074 
         
Total cash and cash equivalents $38,725  $26,410 

Net Investment Income

Sources of net investment income for the years ended December 31 are as follows:

          
          
  2021  2020  2019 
             
Bonds and notes $792  $954  $971 
Cash and cash equivalents  12   116   709 
             
Gross investment income  804   1,070   1,680 
Less investment expenses  56   53   54 
             
Net investment income $748  $1,017  $1,626 

Investment expenses are charged by a related party for investment management fees and include interest, salaries, brokerage fees and securities’ custodial fees.


MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

Due and accrued investment income over 90 days past due is excluded from the statutory basis statements of admitted assets, liabilities, and capital and surplus as a nonadmitted asset. There was no accrued investment income excluded at December 31, 2021 or 2020 on this basis.

Net Realized Capital (Losses)

Net realized capital (losses) for the years ended December 31 are summarized as follows:

          
          
  2021  2020  2019 
             
Gross gains from sales of bonds and notes $-  $1  $17 
Other  -   (142)  - 
             
Realized capital gains before taxes and transfer to IMR  -   (141)  17 
Tax on realized capital gains (losses)  (21)  (100)  (24)
Transfer to interest maintenance reserve  -   -   (13)
             
Net realized capital gains (losses) $(21) $(241) $(20)

There were no sales of bonds and notes in 2021. Proceeds from the sale of bonds and notes were $2,002, and $338 in 2020 and 2019, respectively.

Other-Than-Temporary Investment Impairments

Investment securities are reviewed for OTTI on an ongoing basis. The Company creates a watchlist of securities based primarily on the fair value of an investment security relative to its amortized cost. When the fair value drops below the Company’s amortized cost, the Company monitors the security for OTTI. The determination of OTTI requires significant judgment on the part of the Company and depends on several factors, including, but not limited to:

The existence of any plans to sell the investment security.

The extent to which fair value is less than statement value.

The underlying reason for the decline in fair value (credit concerns, interest rates, etc.).

The financial condition and near-term prospects of the issuer/borrower, including the ability to meet contractual obligations, relevant industry trends and conditions and cash flow analysis.

For mortgage-backed and structured securities, the Company’s intent and ability to retain its investment for a period of time sufficient to allow for an anticipated recovery in fair value.

The Company’s ability to recover all amounts due according to the contractual terms of the agreements.

The Company’s collateral position, in the case of bankruptcy or restructuring.

A bond or note is considered to be other-than-temporarily impaired when the fair value is less than the amortized cost basis and its value is not expected to recover through the Company’s holding period. When this occurs, the Company records a realized capital loss equal to the difference between the amortized cost and fair value. The fair value of the other-than-temporarily impaired security becomes its new amortized cost. If the bond is a loan-backed or structured security, it is considered to be other-than-temporarily impaired when the amortized cost exceeds the present value of cash flows expected to be collected and its value is not expected to recover through the Company’s holding period. The amount of the OTTI recognized in net income as a realized loss equals the difference between the investment’s amortized cost basis and its expected cash flows. In determining whether an unrealized loss is expected to be other-than-temporary, the Company considers, among other factors, any plans to sell the security, the severity of impairment, financial position of the issuer, recent events affecting the issuer’s business and industry sector, credit ratings, and the intent and ability of the Company to hold the investment until the fair value has recovered above its amortized cost.


MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

Management believes it has made an appropriate provision for other-than-temporarily impaired securities owned at December 31, 2021 and 2020. Future declines in fair value may result in additional OTTI. Additional OTTI will be recorded as appropriate and as determined by the Company’s regular monitoring procedures of additional facts. In light of the variables involved, such additional OTTI could be significant.

The Company did not recognize any OTTI on mortgage-backed and structured securities during 2021, 2020 and 2019 caused by an intent to sell or lack of intent and ability to hold until recovery of the amortized cost basis.

Net Unrealized Capital Losses

Information regarding the Company’s bonds and notes with unrealized losses at December 31, 2021 is presented below, segregated between those that have been in a continuous unrealized loss position for less than twelve months and those that have been in a continuous unrealized loss position for twelve or more months.

          
  Months in Unrealized Loss Position       
  Less Than  Twelve  Total 
  Twelve Months  Months or Greater  December 31, 2021 
  Fair Value  Unrealized Loss  Fair Value  Unrealized Loss  Fair Value  Unrealized Loss 
                   
Industrial and miscellaneous $-  $-  $4,742  $(232) $4,742  $(232)
Commercial mortgage-backed securities  1,916   (37)  -   -   1,916   (37)
                         
Total bonds and notes $1,916  $(37) $4,742  $(232) $6,658  $(269)

At December 31, 2021, the Company owned six securities with a fair value of $6,658 in an unrealized loss position. The Company owned five industrial and miscellaneous securities and one commercial mortgage-backed security with an unrealized loss of $232 and $37, respectively. All the securities with unrealized losses as of December 31, 2021 are rated “investment grade” based on having an NAIC rating of 1 or 2.


MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

Information regarding the Company’s bonds and notes with unrealized losses at December 31, 2020 is presented below, segregated between those that have been in a continuous unrealized loss position for less than twelve months and those that have been in a continuous unrealized loss position for twelve or more months.

                   
  Months in Unrealized Loss Position       
  Less Than  Twelve  Total 
  Twelve Months  Months or Greater  December 31, 2020 
  Fair Value  Unrealized Loss  Fair Value  Unrealized Loss  Fair Value  Unrealized Loss 
                   
Industrial and miscellaneous $1,004  $(1) $-  $-  $1,004  $(1)
Non-mortgage asset-backed  990   (8)  -   -   990   (8)
                         
Total bonds and notes $1,994  $(9) $-  $-  $1,994  $(9)

At December 31, 2020, the Company owned 2 securities with a fair value of $1,994 in an unrealized loss position. The Company owned one industrial and miscellaneous security with an unrealized loss of $1, and one non-mortgage asset-backed security with an unrealized loss of $8. All the securities with unrealized losses as of December 31, 2020 are rated “investment grade” based on having an NAIC rating of 1 or 2.

Restricted Assets

At December 31, 2021 and 2020, securities with admitted asset values of $27,500 and $30,359, respectively, were on deposit with government authorities as required by law to satisfy regulatory requirements. These holdings as a percentage of total assets and total admitted assets were 7% and 7% as of December 31, 2021 and 10% and 10% as of December 31, 2020.

Investment Credit Risk

The Company maintains a diversified investment portfolio including issuer, sector and geographic stratification, where applicable, and has established certain exposure limits, diversification standards, and review procedures to mitigate credit risk.

Note 4: Fair Value

The Company uses fair value measurements to record fair value of certain assets and liabilities and to estimate fair value of financial instruments not recorded at fair value but required to be disclosed at fair value. Certain financial instruments, such as insurance policy liabilities other than deposit-type contracts, are excluded from the fair value disclosure requirements. The Company uses fair value measurements obtained using observable inputs or internally determined estimates to estimate fair value.

Valuation Hierarchy

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


MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

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

Level 1: Inputs are directly observable and represent quoted prices for identical assets or liabilities in active markets the Company has the ability to access at the measurement date.

Level 2: All significant inputs are observable, either directly or indirectly, other than quoted prices included in Level 1, for the asset or liability. This includes: (i) quoted prices for similar instruments in active markets, (ii) quoted prices for identical or similar instruments in markets that are not active, (iii) inputs other than quoted prices that are observable for the instruments and (iv) inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3: One or more significant inputs are unobservable and reflect the Company’s estimates of the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk.

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

The hierarchy requires the use of market observable information when available for measuring fair value. The availability of observable inputs varies by investment. In situations where the fair value is based on inputs that are unobservable in the market or on inputs from inactive markets, the determination of fair value requires more judgment and is subject to the risk of variability. The degree of judgment exercised by the Company in determining fair value is typically greatest for investments categorized in Level 3. Transfers in and out of level categorizations are reported as having occurred at the end of the quarter in which the transfer occurred. Therefore, for all transfers into Level 3, all realized gains and losses and all changes in unrealized gains and losses in the fourth quarter are not reflected in the Level 3 rollforward table.

Valuation Process

The Company is responsible for the determination of fair value and the supporting assumptions and methodologies. The Company gains assurance on the overall reasonableness and consistent application of valuation methodologies and inputs and compliance with accounting standards through the execution of various processes and controls designed to provide assurance that assets and liabilities are appropriately valued.

The Company has policies and guidelines that require the establishment of valuation methodologies and consistent application of such methodologies. These policies and guidelines govern the use of inputs and price source hierarchies and provide controls around the valuation processes. These controls include appropriate review and analysis of prices against market activity or indicators of reasonableness, approval of price source changes, price overrides, methodology changes and classification of fair value hierarchy levels. The valuation policies and guidelines are reviewed and updated as appropriate.

For fair values received from third parties or internally estimated, the Company’s processes are designed to provide assurance that the valuation methodologies and inputs are appropriate and consistently applied, the assumptions are reasonable and consistent with the objective of determining fair value, and the fair values are appropriately recorded. The Company performs procedures to understand and assess the methodologies, processes, and controls of valuation service providers. In addition, the Company may validate the reasonableness of fair values by comparing information obtained from valuation service providers or brokers to other third-party valuation sources for selected securities. When using internal valuation models, these models are developed by the Company’s investment group using established methodologies. The models, including key assumptions, are reviewed with various investment sector professionals, accounting, operations, compliance, and risk management professionals. In addition, when fair value estimates involve a high degree of subjectivity, the Company validates them through reviews by members of management who have relevant expertise and who are independent of those charged with executing investment transactions.


MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

Transfers Between Levels

There were no transfers between levels during the years ended December 31, 2021 and 2020.

Determination of Fair Values

The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021.

             
             
Assets, at Fair Value Level 1  Level 2  Level 3  Total 
             
Cash equivalents $37,939  $-  $-  $37,939 
Separate account assets  -   294,305   -   294,305 
                 
Total assets at fair value $37,939  $294,305  $-  $332,244 

The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2020.

             
Assets, at Fair Value Level 1  Level 2  Level 3  Total 
             
Cash equivalents $24,336  $-  $-  $24,336 
Separate account assets  -   230,314   -   230,314 
                 
Total assets at fair value $24,336  $230,314  $-  $254,650 

             
Liabilities, at Fair Value Level 1  Level 2  Level 3  Total 
             
Separate account liabilities $-  $230,314  $-  $230,314 
                 
Total liabilities at fair value $-  $230,314  $-  $230,314 

Fair Value Measurement of Financial Instruments

Accounting standards require disclosure of fair value information about certain on and off-balance sheet financial instruments for which it is practicable to estimate that value.


MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

The following table summarizes the carrying amounts and fair values of the Company’s financial instruments for which it is practicable to estimate fair value by fair value measurement level at December 31, 2021.

                
  Carrying             
  Amount  Fair Value  Level 1  Level 2  Level 3 
Financial instruments recorded as assets:                    
Bonds and notes $27,450  $28,961  $-  $27,961  $1,000 
Cash equivalents  37,939   37,939   37,939   -   - 
Separate account assets  294,305   294,305   -   294,305   - 
Financial instruments recorded as liabilities:                    
Separate account liabilities  294,305   294,305   -   294,305   - 

The following table summarizes the carrying amounts and fair values of the Company’s financial instruments for which it is practicable to estimate fair value by fair value measurement level at December 31, 2020.

                
  Carrying             
  Amount  Fair Value  Level 1  Level 2  Level 3 
Financial instruments recorded as assets:            
Bonds and notes $30,309  $33,449  $-  $32,459  $990 
Cash equivalents  24,336   24,336   24,336   -   - 
Separate account assets  230,314   230,314   -   230,314   - 
Financial instruments recorded as liabilities:                    
Separate account liabilities  230,314   230,314   -   230,314   - 

The carrying amounts for cash, accrued net investment income, and certain receivables and payables approximate fair value due to their short-term nature and have been excluded from the fair value tables above.

The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments by fair value hierarchy level:

Level 1 Measurements

Cash equivalents: Consists of money market mutual funds reported as cash equivalents. Valuation for money market mutual funds is based on the closing price as of the balance sheet date.

Level 2 Measurements

Bonds and notes: Valuation is principally based on observable inputs including quoted prices for similar assets in markets that are active and observable market data.

Separate account assets and liabilities: Separate account assets are investments in mutual funds and unit investment trusts in which the contract holders could redeem their investment at net asset value per share at the measurement date with the investee; and mutual funds where valuation is principally based on observable inputs including quoted prices for similar assets in markets that are active and observable market data. Separate account liabilities represent the account value owed to the customer; the fair value is determined by reference to the fair value of the related separate account assets.

20

MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

Level 3 Measurements

Bonds and notes: Valuation is principally based on unobservable inputs that are significant including estimated prices for similar assets in markets that may not be active. When available, market indices and observable inputs, along with analytical modeling are used.

Note 5: Income Tax

The Company is included in the consolidated federal income tax return of CMHC along with the following affiliates, which are also subsidiaries of CMHC: CMFG Life, CUMIS Mortgage Reinsurance Company, CUMIS Insurance Society, Inc., CUMIS Specialty Insurance Company, Inc., CUMIS Vermont, Inc., CMIC, CUNA Mutual Insurance Agency, Inc., CUNA Brokerage Services, Inc. (“CBSI”), International Commons, Inc., MEMBERS Capital Advisors, Inc., CPI Qualified Plan Consultants, Inc., TruStage Financial Group, Inc., CUNA Mutual Global Holdings, Inc., CuneXus Solutions, Inc., Family Considerations, Inc. and ForeverCar Holdings, Inc.

The Company has entered into a tax sharing agreement with CMHC and certain of its subsidiaries. The agreement provides for the allocation of tax expense based on each subsidiary’s contribution to the consolidated federal income tax liability. Pursuant to the agreement, subsidiaries that have incurred losses are reimbursed regardless of the utilization of the loss in the current year.

Current income tax expense (benefit) consists of the following for the years ended:

          
  2021  2020  2019 
             
Federal income tax expense (benefit) on operations $1,668  $256  $(59)
Federal income tax expense on realized capital gains (losses)  21   100   23 
             
Federal income tax expense (benefit) $1,689  $356  $(36)

The 2021 change in net deferred income tax is comprised of the following:

          
  December 31,  December 31,    
  2021  2020  Change 
             
Adjusted gross deferred tax assets $3,191  $1,108  $2,083 
Total deferred tax liabilities  (180)  (197)  17 
             
Net deferred tax asset (excluding nonadmitted) $3,011  $911   2,100 
             
Tax effect of unrealized capital gains and losses, unrealized foreign exchange capital gains and losses, and changes as a result of other surplus adjustments          - 
             
Change in net deferred income tax         $2,100 

21

MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

The 2020 change in net deferred income tax is comprised of the following:

          
  December 31,  December 31,    
  2020  2019  Change 
             
Adjusted gross deferred tax assets $1,108  $1,010  $98 
Total deferred tax liabilities  (197)  (340)  143 
             
Net deferred tax asset (excluding nonadmitted) $911  $670   241 
             
Tax effect of unrealized capital gains and losses, unrealized foreign exchange capital gains and losses, and changes as a result of other surplus adjustments          - 
             
Change in net deferred income tax         $241 

The 2019 change in net deferred income tax is comprised of the following:

          
  December 31,  December 31,    
  2019  2018  Change 
             
Adjusted gross deferred tax assets $1,010  $828  $182 
Total deferred tax liabilities  (340)  (367)  27 
             
Net deferred tax asset (excluding nonadmitted) $670  $461   209 
             
Tax effect of unrealized capital gains and losses, unrealized foreign exchange capital gains and losses, and changes as a result of other surplus adjustments          - 
             
Change in net deferred income tax         $209 

22

MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

Reconciliation to U.S. Tax Rate

The total statutory provision for income taxes for the years ended December 31 differs from the amount computed by applying the U. S. federal corporate income tax rate of 21% to income before federal income taxes plus gross realized capital gains (losses) due to the items listed in the following reconciliation:

          
  2021  2020  2019 
          
Tax expense computed at federal corporate rate $207  $116  $258 
Foreign tax credit  (42)  (32)  (40)
Income tax expense (benefit) related to prior years  508   (82)  (159)
Nonadmitted assets  (997)  161   (247)
Interest maintenance reserve amortization  21   26   29 
Dividends received deductions  (108)  (76)  (87)
Other  -   3   2 
             
Total statutory income taxes $(411) $116  $(244)
             
Federal income tax expense (benefit) $1,689  $356  $(36)
Change in net deferred income tax  (2,100)  (240)  (208)
             
Total statutory income taxes $(411) $116  $(244)

23

MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

Deferred Income Taxes

The components of the net deferred tax asset at December 31 are as follows:

                            
  December 31, 2021  December 31, 2020  Change 
  Ordinary  Capital  Total  Ordinary  Capital  Total  Ordinary  Capital  Total 
                                      
Gross deferred tax assets $3,191  $-  $3,191  $1,108  $-  $1,108  $2,083  $-  $2,083 
Statutory valuation allowance adjustment  -   -   -   -   -   -   -   -   - 
Adjusted gross deferred tax assets  3,191   -   3,191   1,108   -   1,108   2,083   -   2,083 
Deferred tax assets nonadmitted  (2,448)  -   (2,448)  (656)  -   (656)  (1,792)  -   (1,792)
Admitted deferred tax assets  743   -   743   452   -   452   291   -   291 
Deferred tax liabilities  -   (180)  (180)  -   (197)  (197)  -   17   17 
Net admitted deferred tax assets $743  $(180) $563  $452  $(197) $255  $291  $17  $308 

The nonadmitted deferred tax asset increased $1,792 in 2021 and $656 in 2020. There are no known deferred tax liabilities not recognized. Gross deferred tax assets are reduced by a statutory valuation allowance adjustment if it is more likely than not that some portion or all of the deferred tax asset will not be realized. Based on the Company’s assessment, no valuation allowance was required as of December 31, 2021 and 2020.

24

MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

The tax effects of temporary differences that give rise to the significant portions of the deferred tax assets and liabilities at December 31 are as follows:

          
          
  2021  2020  Change 
             
Ordinary deferred tax assets:            
Life reserves method change $-  $4  $(4)
Investments  -   6   (6)
Deferred acquisition costs  1,904   807   1,097 
Miscellaneous nonadmitted assets  1,221   223   998 
Other - accrued general expense  66   68   (2)
             
Subtotal ordinary deferred tax assets  3,191   1,108   2,083 
Nonadmitted ordinary deferred tax assets  (2,448)  (656)  (1,792)
Admitted ordinary deferred tax assets  743   452   291 
             
Admitted deferred tax assets  743   452   291 
             
Capital deferred tax liabilities:            
Investments  (180)  (197)  17 
Subtotal capital deferred tax liabilities  (180)  (197)  17 
             
Total deferred tax liabilities  (180)  (197)  17 
             
Net admitted deferred tax asset $563  $255  $308 

25

MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

Deferred Tax Asset Admission Calculation

The components of the deferred tax asset admission calculation at December 31 are as follows:

          
  December 31, 2021  December 31, 2020  Change 
  Ordinary  Capital  Total  Ordinary  Capital  Total  Ordinary  Capital  Total 
                                     

(a) Federal income taxes paid in prior years recoverable through loss carrybacks 

 $-  $-  $-  $-  $-  $-  $-  $-  $- 

(b) Adjusted gross deferred tax assets expected to be realized after application of the threshold limitation; the lesser of (i) or (ii): 

  563   -   563   255   -   255   308   -   308 

(i) Adjusted gross deferred tax assets expected to be realized following the balance sheet date 

  563   -   563   255   -   255   308   -   308 

(ii) Adjusted gross deferred tax assets allowed per limitation threshold 

  -   -   5,261   -   -   6,067   -   -   (806)

(c) Adjusted gross deferred tax assets offset by gross deferred tax liabilities 

  180   -   180   197   -   197   (17)  -   (17)
                                     
Admitted deferred tax assets $743  $-  $743  $452  $-  $452  $291  $-  $291 

The amounts calculated in (b)(i) and (b)(ii) in the table above are based on the following information:

       
  2021  2020 
         
Ratio percentage used to determine recovery period and threshold limitation amount (RBC reporting entity)  6909%   10514% 
Recovery period used in (b)(i)   3 years   3 years 
Percentage of adjusted capital and surplus used in (b)(ii)  15%   15% 
Amount of adjusted capital and surplus used in (b)(ii) $35,074  $40,444 

No tax planning strategies were used in the calculation of adjusted gross deferred tax assets or net admitted adjusted gross deferred tax assets during 2021 and 2020.

26

MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

Other Tax Items

As of December 31, 2021, the Company did not have any federal capital loss, operating loss, or credit carryforwards.

The Company has no taxes incurred in 2021, 2020, and 2019 that are available for recoupment in the event of future capital losses.

The Company did not have any protective tax deposits under Section 6603 of the Internal Revenue Code.

The Company did not have any tax contingencies as of December 31, 2021 and 2020 and has no tax loss contingencies for which it is reasonably possible that the total liability will significantly increase within twelve months of the reporting date.

The Company recognizes interest and penalties accrued related to tax contingencies in income tax expense in the statutory basis statements of operations. During the year ended December 31, 2021, the Company recognized a decrease of $2 in interest and penalties. During the years ended December 31, 2020 and 2019, the Company did not recognize any addition or reduction in interest and penalties. The Company had accrued $0 and $2 for the payment of interest and penalties at December 31, 2021 and 2020, respectively.

The Company is included in a consolidated U.S. federal income tax return filed by CMHC. The Company also files income tax returns in various states. The Company is subject to tax audits. These audits may result in additional tax liabilities. For the major jurisdictions where it operates, the Company is generally no longer subject to income tax examination by tax authorities for the years ended before 2018. In 2021, the Company received Joint Committee on Taxation approval for its refund claims filed for tax years 2010 and 2012.

27

MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

Note 6: Related Party Transactions

In the normal course of ourbusiness, the Company has various transactions with related entities, such as information technology support, benefit plan administration and costs associated with accounting, actuarial, tax, investment and administrative services. In certain circumstances, expenses are shared between the companies. Expenses incurred that are specifically identifiable with a particular company are borne by that company; other expenses are allocated among the companies on the basis of time and usage studies. Amounts due from intercompany activity are generally settled monthly. The Company reimbursed CMFG Life $67,119, $47,364 and $38,579 for allocated expenses in 2021, 2020, and 2019, respectively.

Significant amounts due to/from affiliates are shown in the following table:

       
  2021  2020 
Due to the Company:        
CMFG Life $-  $218 
Other affiliates  308   5 
Total $308  $223 
         
Due from the Company:        
CUNA Brokerage Services, Inc. $4,357  $3,513 
CMFG Life  17,091   14,680 
All other affiliates  158   136 
Total $21,606  $18,329 

The Company utilizes CBSI, which is 100% owned by CMIC, to distribute its annuity products and recorded commission expense for this service of $49,484, $36,884 and $34,180 in 2021, 2020, and 2019, respectively, which is included in insurance taxes, licenses, fees and commissions

28

MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

Note 7: Reinsurance

The Company entered into a coinsurance and modified coinsurance agreements with its affiliate, CMFG Life, to cede 100% of its life, accident and health, and annuity business. In recent years,The Company entered into the coinsurance and modified coinsurance agreements for the purpose of limiting its exposure to loss on any one single insured, diversifying its risk and limiting its overall financial exposure to certain products, and to meet its overall financial objectives. The Company retains the risk of loss in the event that CMFG Life is unable to meet the obligations assumed under the reinsurance agreements.

The following table shows the effect of reinsurance on premiums, benefits, and surrenders, and increase in policy reserves for 2021, 2020, and 2019.

          
  2021  2020  2019 
Premiums earned:            
Direct $1,580,410  $1,170,733  $995,842 
Ceded to affiliates  (1,580,410)  (1,170,733)  (995,842)
Premiums earned, net of reinsurance $-  $-  $- 
Contract charges            
Direct $(1,598) $(836) $1,865 
Ceded to affiliates  1,598   836   (1,865)
Contract charges, net of reinsurance $-  $-  $- 
Benefits and surrender expenses:            
Direct $491,970  $348,428  $158,793 
Ceded to affiliates  (491,970)  (348,428)  (158,793)
Benefits and surrender expenses, net of reinsurance $-  $-  $- 
Increase in policy reserves:            
Direct $8,624  $(2,136) $3,630 
Ceded to affiliates  (8,624)  2,136   (3,630)
Increase in policy reserves, net of reinsurance $-  $-  $- 

Policy reserves and claim liabilities are stated net of reinsurance balances ceded of $52,607 and $39,749 in 2021 and 2020, respectively.

The Company receives a reinsurance ceding commission equal to 100% of its actual expenses for life insurance and annuities ceded to CMFG Life, which was $169,103, $103,297 and $85,813 for the years ended December 31, 2021, 2020, and 2019, respectively.

29

MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

Note 8: Annuity Reserves and Deposit-Type Liabilities

The following tables show an analysis of annuity industry, including usactuarial reserves and our affiliated companies, has beendeposit type contract liabilities by withdrawal characteristics at December 31, 2021:

Individual Annuities

                
     Separate  Separate       
  General  Account with  Account     % of 
  Account  Guarantees  Nonguaranteed  Total  Total 
                
Subject to discretionary withdrawal - lump sum:                    
With market value adjustment $-  $6,370,222  $-  $6,370,222   94.2%
At book value less surrender charge of 5% or more  3,783   -   -   3,783   0.1%
At fair value  -   -   285,266   285,266   4.2%
                     
Total with adjustment or at fair value  3,783   6,370,222   285,266   6,659,271   98.4%
At book value with minimal or no charge adjustment  403   95,657   -   96,060   1.4%
Not subject to discretionary withdrawal  8,838   -   -   8,838   0.1%
                     
Gross annuity reserves and deposit liabilities  13,024   6,465,879   285,266   6,764,169   100.0%
Reinsurance ceded  13,024   6,465,879   -   6,478,903     
                     
Total annuity reserves and deposit liabilities $-  $-  $285,266  $285,266     


MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

Deposit-Type Contracts

                
     Separate  Separate       
  General  Account with  Account     % of 
  Account  Guarantees  Nonguaranteed  Total  Total 
                
Subject to discretionary withdrawal - lump sum:                    
With market value adjustment $-  $-  $-  $-   0.0%
At book value less surrender charge of 5% or more  -   -   -   -   0.0%
At fair value  -   -   -   -   0.0%
                     
Total with adjustment or at fair value  -   -   -   -   0.0%
At book value with minimal or no charge adjustment  -   -   -   -   0.0%
Not subject to discretionary withdrawal  6,053   -   -   6,053   100.0%
                     
Gross annuity reserves and deposit liabilities  6,053   -   -   6,053   100.0%
Reinsurance ceded  6,053   -   -   6,053     
                     
Total annuity reserves and deposit liabilities $-  $-  $-  $-     

The Company had policy liabilities associated with its separate accounts of $285,266 as of December 31, 2021.


MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

The following table shows life policy reserves by withdrawal characteristics at December 31, 2021:

       
  General Account  Separate Account -
Guaranteed and Non Guaranteed
 
  Account
Value
  Cash
Value
  Reserve  Account
Value
  Cash
Value
  Reserve 
                         
Subject to discretionary withdrawal, surrender values, or policy loans:                        
Term policies with cash value $-  $30  $52  $-  $-  $- 
Universal life  2,523   2,523   2,575   -   -   - 
Other permanent cash value life insurance  -   12,666   13,555   -   -   - 
Miscellaneous reserves  -   488   488   -   -   - 
Not subject to discretionary withdrawal or no cash values:                        
Term policies without cash value  -   -   4,024   -   -   - 
Accidental death benefits  -   -   6   -   -   - 
Disability - active lives  -   -   2   -   -   - 
Disability - disabled lives  -   -   45   -   -   - 
Miscellaneous reserves  -   -   57   -   -   - 
Gross reserves before reinsurance  2,523   15,706   20,804   -   -   - 
Ceded reinsurance  2,523   15,706   20,804   -   -   - 
Net reserves $-  $-  $-  $-  $-  $- 


MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

The following tables show an analysis of annuity actuarial reserves and deposit type contract liabilities by withdrawal characteristics at December 31, 2020:

Individual Annuities

                
     Separate  Separate       
  General  Account with  Account     % of 
  Account  Guarantees  Nonguaranteed  Total  Total 
                
Subject to discretionary withdrawal - lump sum:                    
With market value adjustment $-  $5,050,170  $-  $5,050,170   94.6%
At book value less surrender charge of 5% or more  2,851   -   -   2,851   0.1%
At fair value  -   -   220,969   220,969   4.1%
                     
Total with adjustment or at fair value  2,851   5,050,170   220,969   5,273,990   98.8%
At book value with minimal or no charge adjustment  205   59,534   -   59,739   1.1%
Not subject to discretionary withdrawal  7,074   -   -   7,074   0.1%
                     
Gross annuity reserves and deposit liabilities  10,130   5,109,704   220,969   5,340,803   100.0%
Reinsurance ceded  10,130   5,109,704   -   5,119,834     
                     
Total annuity reserves and deposit liabilities $-  $-  $220,969  $220,969     


MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

Deposit-Type Contracts

                
     Separate  Separate       
  General  Account with  Account     % of 
  Account  Guarantees  Nonguaranteed  Total  Total 
               
Subject to discretionary withdrawal - lump sum:                   
With market value adjustment $-  $-  $-  $-   0.0%
At book value less surrender charge of 5% or more  -   -  -   -   0.0%
At fair value  -   -  -   -   0.0%
                     
Total with adjustment or at fair value  -   -   -   -   0.0%
At book value with minimal or no charge adjustment  -   -   -   -   0.0%
Not subject to discretionary withdrawal  4,473   -   -   4,473   100.0%
                    
Gross annuity reserves and deposit liabilities  4,473   -   -   4,473   100.0%
Reinsurance ceded  4,473   -  -   4,473     
                     
Total annuity reserves and deposit liabilities $-  $-  $-  $-     

The Company had policy liabilities associated with its separate accounts of $220,969 as of December 31, 2020.


MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

The following table shows life policy reserves by withdrawal characteristics at December 31, 2020:

                   
  General
Account
Account
Value
  Cash Value  Reserve  Separate
Account -
Guaranteed
and Non
Guaranteed
Account
Value
  Cash Value  Reserve 
Subject to discretionary withdrawal, surrender values, or policy loans:                        
Term policies with cash value $-  $38  $68  $-  $-  $- 
Universal life  2,649   2,649   2,704   -   -   - 
Other permanent cash value life insurance  -   11,474   12,353   -   -   - 
Variable universal life  -   -   -   -   -   - 
Miscellaneous reserves  -   36   34   -   -   - 
Not subject to discretionary withdrawal or no cash values:                        
Term policies without cash value  -   -   4,465   -   -   - 
Accidental death benefits  -   -   7   -   -   - 
Disability - active lives  -   -   3   -   -   - 
Disability - disabled lives  -   -   113   -   -   - 
Miscellaneous reserves  -   -   64   -   -   - 
Gross reserves before reinsurance  2,649   14,197   19,811   -   -   - 
Ceded reinsurance  2,649   14,197   19,811   -   -   - 
Net reserves $-  $-  $-  $-  $-  $- 

Note 9: Statutory Financial Data and Dividend Restrictions

The Company is subject to an increasestatutory regulations as to maintenance of policyholders’ surplus and payment of stockholder dividends. Generally, dividends to a parent must be reported to the appropriate state regulatory authority in litigation pursuedadvance of payment and extraordinary dividends, as defined by statutes, require regulatory approval. The Company will not be able to pay stockholder dividends in 2022 without regulatory approval.

Risk-based capital (“RBC”) requirements promulgated by the NAIC and adopted by the Insurance Department require U.S. life insurers to maintain minimum capitalization levels that are determined based on behalfformulas incorporating asset risk, insurance risk, and business risk. The adequacy of both individualthe Company’s actual capital is evaluated by a comparison to the RBC results, as determined by the formula. At December 31, 2021 and purported classes2020, the Company’s adjusted capital exceeded the RBC minimum requirements, as required by the NAIC.


MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

Note 10: Commitments and Contingencies

Legal Matters

Various legal and regulatory actions, including state market conduct exams and federal tax audits, are currently pending that involve the Company and specific aspects of insurance and annuity purchasers, questioning theits conduct of business. Like other members of the insurance companiesindustry, the Company is routinely involved in a number of lawsuits and their agentsother types of proceedings, some of which may involve claims for substantial or indeterminate amounts. These actions are based on a variety of issues and involve a range of the Company’s practices. The ultimate outcome of these disputes is unpredictable.

These matters in some cases raise difficult and complicated factual and legal issues and are subject to many uncertainties and complexities, including but not limited to, the marketingunderlying facts of each matter; novel legal issues; variations between jurisdictions in which matters are being litigated, heard or investigated; differences in applicable laws and judicial interpretations; the length of time before many of these matters might be resolved by settlement, through litigation or otherwise and, in some cases, the timing 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 andresolutions relative to other laws.

similar matters involving other companies. 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 rangemay not be advised of the Company’s practices. We respond to such inquiriesnature and cooperate with regulatory examinations inextent of relief sought until the ordinary coursefinal stages of business.the examination or proceeding. In the opinion of management, the ultimate liability, if any, resulting from all such pending actions will not materially affect the statutory basis financial statements of the Company.

49


Important Information about the IndexNote 11: Unassigned Surplus

The Contract is not sponsored, endorsed, sold or promoted by Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”). BofA Merrill Lynch has not passed on

Nonadmitted assets at December 31 reduce unassigned surplus and include 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 Contract or any member of the public regarding the Contract or the advisability of investing in the Contract, particularly the ability of the (“Indices”) to track performance of any market or strategy. BofA Merrill Lynch’s only relationship to MEMBERS Life Insurance Company (“Licensee”) is the licensing of certain trademarks and trade names and indices or components thereof. The Indices are determined, composed and calculated by BofA Merrill Lynch without regard to the Licensee or the Contract or its holders. BofA Merrill Lynch has no obligation to take the needs of the Licensee or the holders of the Product into consideration in determining, composing or calculating the Indices. 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 Product 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.following:

BOFA MERRILL LYNCH DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE INDICES 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 LICENSEE, HOLDERS OF THE PRODUCT OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDICES 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 INDICES 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.

       
  2021  2020 
Nonadmitted assets:        
Net deferred tax asset $2,448  $656 
Accounts receivable - nonaffiliated  4,474   - 
Prepaid expenses  382   491 
Interest maintenance reserve  809   907 
Other  957   574 
Total nonadmitted assets $9,070  $2,628 

The BofA Merrill Lynch Marks are trademarks of Merrill Lynch, Pierce, Fenner & Smith Incorporated or its affiliates and have been licensed for use by Members Life Insurance Company.

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 Product 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 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 Product 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.36

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 LICENSEE, 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

50


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 & Poors. The Index can go up or down based on the stock prices of the 500 companies that comprise the Index. The 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.

We do not file reports under the 1934 Act in reliance on Rule 12h-7 under the 1934 Act, which provides an exemption from the reporting requirements of Sections 13 and 15 of the 1934 Act.

51


 
financial statementsMEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)
 

[

Note 12: Separate Accounts

Separate accounts represent funds that are invested to be updatedsupport the Company’s obligations under the flexible premium variable and index-linked deferred annuities contracts.

Information relating to the Company’s flexible premium variable separate account business as of December 31 is set forth in amendment filing]the tables below:

52

       
  2021  2020 
  Indexed with
Guarantees
  Non-
Guaranteed
  Indexed with
Guarantees
  Non-
Guaranteed
 
Reserves with assets held:                
At fair value $-  $285,266  $-  $220,969 
At amortized cost  -   -   -   - 
Total $-  $285,266  $-  $220,969 
Reserves with assets subject to discretionary withdrawal:                
At fair value $-  $285,266  $-  $220,969 
With fair value adjustment  -   -   -   - 
Not subject to discretionary withdrawal  -   -   -   - 
Total $-  $285,266  $-  $220,969 

The following table shows the premiums and deposits for flexible premium variable contracts recorded in the separate accounts for the years ended December 31:

       
  2021  2020 
  Indexed with
Guarantees
  Non-
Guaranteed
  Indexed with
Guarantees
  Non-
Guaranteed
 
Non-guaranteed premiums, considerations and deposits received for separate account policies $-  $285,266  $-  $220,969 
Total $-  $285,266  $-  $220,969 


 
appendix a: examples of Partial Withdrawals and Full Surrender with Application of Surrender Charge and Market Value AdjustmentMEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)
 

Details of the net transfers to separate accounts for all annuity contracts are shown in the table below for the years ended:

       
  2021  2020 
  Indexed with
Guarantees
  Non-
Guaranteed
  Indexed with
Guarantees
  Non-
Guaranteed
 
Transfers to separate accounts $-  $1,556,187  $-  $1,170,261 
Transfers from separate accounts  -   (1,527,283)  -   (1,141,308)
Valuation adjustment  -   3,534   -   2,955 
Net transfers to separate accounts $-  $32,438  $-  $31,908 

Note 13: Subsequent Events

The Company evaluated subsequent events from December 31, 2021 through March 25, 2022, the date the statutory basis financial statements were available for issuance. During this period, there were no significant subsequent events that require adjustment to or disclosure in the accompanying statutory basis financial statements.


MEMBERS LIFE INSURANCE COMPANY

Supplemental Schedules
December 31, 2021

Supplemental Schedules

39

MEMBERS LIFE INSURANCE COMPANY
Schedule of Selected Financial Data
As of and for the Year Ended December 31, 2021
(000s omitted)

Investment income earned:   
Government bonds $327 
Other bonds (unaffiliated)  465 
Bonds of affiliates  - 
Preferred stocks (unaffiliated)  - 
Preferred stocks of affiliates  - 
Common stocks (unaffiliated)  - 
Common stocks of affiliates  - 
Mortgage loans  - 
Real estate  - 
Premium notes, contract loans and liens  - 
Collateral loans  - 
Cash  - 
Cash equivalents  12 
Short-term investments  - 
Other invested assets  - 
Derivative financial instruments  - 
Aggregate write-in for investment income  - 
Gross investment income $804 
     
Real estate owned - book value less encumbrances $- 
     
Mortgage loans - book value:    
Farm mortgages  - 
Residential mortgages  - 
Commercial mortgages  - 
Total mortgage loans $- 
     
Mortgage loans by standing - book value:    
Good standing  - 
Good standing with restructured terms  - 
Interest overdue more than three months, not in foreclosure  - 
Foreclosure in process  - 
     
Other long-term assets-statement value  - 
Collateral loans  - 
Bonds and stocks of parents, subsidiaries and affiliates - book value:    
Bonds  - 
Preferred stocks  - 
Common stocks  - 

40

MEMBERS LIFE INSURANCE COMPANY
Schedule of Selected Financial Data, continued
As of and for the Year Ended December 31, 2021
(000s omitted)

Bonds and short-term investments by class and maturity:   
Bonds by maturity - statement value   
Due within one year or less $1,291 
Over 1 year through 5 years  10,365 
Over 5 years through 10 years  7,050 
Over 10 years through 20 years  15 
Over 20 years  8,729 
Total by maturity $27,450 
     
Bonds by class - statement value    
Class 1 $25,452 
Class 2  1,998 
Class 3  - 
Class 4  - 
Class 5  - 
Class 6  - 
Total by class $27,450 
     
Total bonds publicly traded $23,455 
Total bonds privately placed  3,995 
     
Preferred stocks - statement value  - 
Common stocks - market value  - 
Short-term investments - book value  - 
Options, caps & floors - statement value  - 
Options, caps & floors written and in force - statement value  - 
Collar, swap & forward agreements open - statement value  - 
Futures contracts open - current value  - 
Cash  786 
Cash equivalents  37,939 

41

MEMBERS LIFE INSURANCE COMPANY
Schedule of Selected Financial Data, continued
As of and for the Year Ended December 31, 2021
(000s omitted)

Life insurance in force:
Industrial$-
Ordinary364,408
Credit life-
Group life12,061
Amount of accidental death insurance in force under ordinary policies2,148
Life insurance policies with disability provisions in force:
Industrial-
Ordinary2,731
Credit life-
Group life261
Supplementary contracts in force:
Ordinary - not involving life contingencies
Amount on deposit-
Income payable-
Ordinary - involving life contingencies
Income payable-
Group - not involving life contingencies
Amount of deposit-
Income payable-
Group - involving life contingencies
Income payable-
Annuities:
Ordinary
Immediate - amount of income payable-
Deferred - fully paid - account balance-
Deferred - not fully paid - account balance-
Group
Immediate - amount of income payable-
Fully paid account payable-
Not fully paid - account balance-
Accident and health insurance - premium in force:
Ordinary-
Group-
Credit-
Deposit funds and dividends accumulations:
Deposit funds - account balance-
Dividend accumulations - account balance-

42

MEMBERS LIFE INSURANCE COMPANY
Schedule of Selected Financial Data, continued
As of and for the Year Ended December 31, 2021
(000s omitted)

Claim payments 2021:
Group accident and health - year ended December 31
2021$-
2020-
2019-
2018-
2017-
Prior-
Other accident and health
2021-
2020-
2019-
2018-
2017-
Prior-
Other coverages that use developmental methods to calculate claims reserves
2021-
2020-
2019-
2018-
2017-
Prior-

43

MEMBERS LIFE INSURANCE COMPANY
Summary Investment Schedule
December 31, 2021
(000s omitted)

  Gross  Admitted Invested Assets 
  Investment  Reported in the Annual Statement 
Investment Categories Holdings  Amount  Percentage 
Long-Term Bonds:            
U.S. governments $8,867  $8,867   13.4%
All other governments  -   -   - 
U.S. states, territories and possessions,            
etc. guaranteed  -   -   - 
U.S. political subdivisions of states, territories,            
and possessions, guaranteed  -   -   - 
U.S. special revenue and special assessment            
obligations, etc. non-guaranteed  692   692   1.0%
Industrial and miscellaneous  17,891   17,891   27.0%
Hybrid securities  -   -   - 
Parent, subsidiaries and affiliates  -   -   - 
SVO identified funds  -   -   - 
Unaffiliated bank loans  -   -   - 
Total long-term bonds  27,450   27,450   41.5%
Preferred Stocks            
Industrial and miscellaneous (unaffiliated)  -   -   - 
Parent, subsidiaries and affiliates  -   -   - 
Total preferred stocks  -   -   - 
Common Stocks            
Industrial and miscellaneous            
Publicly traded (unaffiliated)  -   -   - 
Industrial and miscellaneous Other (unaffiliated)  -   -   - 
Parent, subsidiaries and affiliates Publicly traded  -   -   - 
Parent, subsidiaries and affiliates Other  -   -   - 
Mutual funds  -   -   - 
Unit investment trusts  -   -   - 
Total common stocks  -   -   - 
Mortgage loans  -   -   - 
Real estate  -   -   - 
Cash, cash equivalents and short-term investments  38,725   38,725   58.5%
Contract loans  -   -   - 
Derivatives  -   -   - 
Other invested assets  -   -   - 
Receivables for securities  7   -   0.0%
Securities lending  -   -   - 
Total invested assets $66,182  $66,175   100.0%

44

MEMBERS LIFE INSURANCE COMPANY
Supplemental Investment Risks Interrogatories
December 31, 2021
(000s omitted)

1.Reporting entity’s total admitted assets, excluding separate account assets.$92,345

2.   Ten largest exposures to a single issuer/borrower/investment.    

   1 2   3   4
             Percentage of Total
   Issuer Description of Exposure   Amount      Admitted Assets   
 2.01 Citigroup Commercial Mortgage Bond  $1,953   2.115%
 2.02 Toyota Motor Credit Corp Bond   1,004   1.087%
 2.03 National Australia Bank, Ltd. Bond   1,000   1.083%
 2.04 Mass Mutual Global Funding Bond   999   1.081%
 2.05 Blackrock Inc. Bond   998   1.081%
 2.06 CFIP CLO Ltd. Bond   998   1.081%
 2.07 Rabobank Nederland Bond   997   1.080%
 2.08 Nestle Holdings Bond   997   1.080%
 2.09 PNC Bank Bond   997   1.080%
 2.10 Automatic Data Processing Bond   997   1.080%

3.   Amounts and percentages of the reporting entity’s total admitted assets held in bonds and preferred stocks by NAIC rating.         

   Bonds     1   2
 3.01 NAIC-1    $25,452   27.562%
 3.02 NAIC-2     1,998   2.163%
 3.03 NAIC-3     -   0.000%
 3.04 NAIC-4     -   0.000%
 3.05 NAIC-5     -   0.000%
 3.06 NAIC-6     -   0.000%
   Preferred Stocks     3   4
 3.07 P/RP-1    $-   0.000%
 3.08 P/RP-2     -   0.000%
 3.09 P/RP-3     -   0.000%
 3.10 P/RP-4     -   0.000%
 3.11 P/RP-5     -   0.000%
 3.12 P/RP-6     -   0.000%

4.    Assets held in foreign investments:         

 4.01 Are assets held in foreign investments less than 2.5% of the reporting entity’s total  Yes [   ]   No [ X  ] admitted assets?  If response to 4.01 above is yes, responses are not provided for interrogatories 5-10.
              
 4.02 Total admitted assets held in foreign investments   $3,982   4.312%
 4.03 Foreign-currency-denominated investments    -   0.000%
 4.04 Insurance liabilities denominated in that same foreign currency    -   0.000%

45

MEMBERS LIFE INSURANCE COMPANY
Supplemental Investment Risks Interrogatories, continued
December 31, 2021
(000s omitted)

5.    Aggregate foreign investment exposure categorized by NAIC sovereign rating:      

         1   2
 5.01 Countries rated NAIC-1   $3,983   4.313%
 5.02 Countries rated NAIC-2    -   0.000%
 5.03 Countries rated NAIC-3 or below    -   0.000%

6.    Two largest foreign investment exposures by country, categorized by the country’s NAIC sovereign rating:    

      1  2
  Countries rated NAIC-1:       
 6.01 Country 1: Australia   $1,000   1.083%
 6.02 Country 2: Cayman Islands    998   1.081%
              
   Countries rated NAIC-2:         
 6.03 Country 1:   $-   0.000%
 6.04 Country 2:    -   0.000%
              
   Countries rated NAIC-3 or below:         
 6.05 Country 1:   $-   0.000%
 6.06 Country 2:    -   0.000%

Questions 7-9 are not applicable.      

10.  Ten largest non-sovereign (i.e. non-governmental) foreign issues:        

   1 2        
   Issuer NAIC Rating   3   4
 10.01 National Australia Bank, Ltd. 2  $1,000   1.083%
 10.02 CFIP CLO Ltd. 1   998   1.081%
 10.03 Rabobank Nederland 2   997   1.080%
 10.04 Lind PLC 1   987   1.069%
 10.05       -   0.000%
 10.06       -   0.000%
 10.07       -   0.000%
 10.08       -   0.000%
 10.09       -   0.000%
 10.10       -   0.000%
              

Questions 11-23 are not applicable.            

46

MEMBERS LIFE INSURANCE COMPANY
Reinsurance Contract Interrogatories
Year Ended December 31, 2021

1.MLIC has applied reinsurance accounting, as described in SSAP No. 61R, to reinsurance contracts entered into, renewed or amended on or after January 1, 1996, which do not include risk-limiting features, as described in SSAP No. 61R.

2.MLIC has not entered into, renewed or amended reinsurance contracts on or after January 1, 1996, which contain provisions that allow (1) the reporting of losses or settlements with the reinsurer to occur less frequently than quarterly or (2) payments due from the reinsurer to not be made in cash within ninety days of the settlement date unless there is no activity during the period.

3.MLIC has not entered into, renewed or amended reinsurance contracts on or after January 1, 1996, which contain a payment schedule, accumulating retentions from multiple years or any features inherently designed to delay timing of the reimbursement to the ceding company.

4.MLIC has not ceded any risk during the period ended December 31, 2021 under any reinsurance contracts entered into, renewed or amended on or after January 1, 1996 accounted for as reinsurance under GAAP and as a deposit under SSAP No. 61R.

5.MLIC cedes 100% of its annuity business to CMFG Life, which is accounted for as reinsurance ceded under statutory accounting. These contracts are accounted for as investment-type contracts under GAAP; as such, deposits are not reported as revenues for GAAP. Consequently, deposit accounting is used to account for the reinsurance agreement for GAAP.

47

APPENDIX A: UNDERLYING FUNDS AVAILABLE UNDER THE CONTRACT

The following is a list of the Funds available under the Contract. More information about the Funds is available in the prospectuses for the Funds, which may be amended from time to time and can be found online at https://cmannuities.com/products/variable-index-linked-annuities/horizon-sub-fund-fact-sheets. You can also request this information at no cost by calling 1-800-798-5500 or by sending an email request to AnnuityAndPRTManagersMail@cunamutual.com.

The current expenses and performance information below reflects fees and expenses of the Funds, but do not reflect the other fees and expenses that your Contract may charge. Expenses would be higher and performance would be lower if these other charges were included. Each Fund’s past performance is not necessarily an indication of future performance.

Investment ObjectiveFund and Adviser/SubadviserCurrent Expenses

Average Annual Total Returns 

(as of 12/31/21)

1 Year5 Year10 Year
Total return through growth of capital and current income

Invesco V.I. Global Real Estate Fund (Series I) (4)

Invesco Advisers, Inc.

(Adviser)

Invesco Asset Management Ltd.

(Subadviser)

0.97%25.71%7.54%8.11%
Long-term growth of capital

Invesco V.I. Small Cap Equity Fund (Series I)

Invesco Advisers, Inc.

(Adviser)

0.95%20.41%13.44%12.29%
Capital appreciation

Invesco Oppenheimer V.I. International Growth Fund (Series I)

Invesco Advisers, Inc.

(Adviser)

1.13%10.22%11.88%9.74%
High total return consistent with preservation of capital over the long-term

American Funds IS Asset Allocation Fund (Class 1)

Capital Research and Management Company

(Adviser)

0.30%15.40%11.99%11.60%
Provide as high a level of current income as is consistent with the preservation of capital

American Funds IS The Bond Fund of America (Class 1)

Capital Research and Management Company

(Adviser)

0.20%-0.14%4.49%3.52%
Growth of capital

American Funds IS Growth Fund (Class 1)

Capital Research and Management Company

(Adviser)

0.35%22.30%25.75%20.01%
High level of current income; capital appreciation is the secondary objective

American Funds IS American High-Income Trust (Class 1)

Capital Research and Management Company

(Adviser)

0.31%8.74%6.86%6.49%
Long-term growth of capital

American Funds IS International Fund (Class 1)

Capital Research and Management Company

(Adviser)

0.54%-1.23%9.91%8.40%

Investment ObjectiveFund and Adviser/SubadviserCurrent ExpensesAverage Annual Total Returns 
(as of 12/31/21)
   1 Year5 Year10 Year
High total investment return

BlackRock Global Allocation V.I. Fund (Class I)

BlackRock Advisors, LLC

(Adviser)

0.83%6.67%9.95%7.94%
High total return through current income and, secondarily, through capital appreciation

Columbia VP Emerging Markets Bond Fund (Class 1)

Columbia Management Investment Advisers, LLC

(Adviser)

0.76%-2.20%4.183.70
Long-term capital appreciation

DFA VA International Small Portfolio

Dimensional Fund Advisors LP

(Adviser)

0.40%(5)14.56%10.12%10.04%
Long-term capital appreciation

DFA VA International Value Portfolio

Dimensional Fund Advisors LP

(Adviser)

0.28%(5)18.11%7.00%6.52%
Long-term capital appreciation

DFA VA U.S. Large Value Portfolio

Dimensional Fund Advisors LP

(Adviser)

0.21%(5)27.04%10.52%13.50%
Long-term capital appreciation

DFA VA U.S. Targeted Value Portfolio

Dimensional Fund Advisors LP

(Adviser)

0.29%(5)39.68%10.45%13.60%
Long-term capital growth  

Templeton Foreign VIP Fund (Class 1)

Templeton Investment Counsel, LLC

(Adviser)

0.87%4.44%2.97%4.27%
High current income, consistent with preservation of capital; capital appreciation is a secondary objective

Templeton Global Bond VIP Fund (Class 1) (4)

Franklin Advisors, Inc.

(Adviser)

0.52%-4.62%-0.68%1.39%

Seeks a total return consisting of capital appreciation and income

 

Goldman Sachs VIT Core Fixed Income Trust (Institutional)

Goldman Sachs Asset Management, L.P.

(Adviser)

0.84%0.20%1.34%N/A
Maximize current income to extent consistent with preservation of capital and maintenance of liquidity by investing exclusively in high quality money market instruments

Goldman Sachs VIT Government Money Market (Institutional)

Goldman Sachs Asset Management, L.P.

(Adviser)

0.46%0.01%1.01%N/A
Long-term capital appreciation

Lazard Retirement Emerging Markets Equity Portfolio (Investor)

Lazard Asset Management LLC

(Adviser)

1.14%5.80%5.34%3.84%

Investment ObjectiveFund and Adviser/SubadviserCurrent Expenses

Average Annual Total Returns 

(as of 12/31/21) 

1 Year5 Year10 Year
Total return with emphasis on current income, but also considering capital appreciation

MFS Total Return Bond Series (Initial Class)

Massachusetts Financial Services Company

(Adviser)

0.54%-0.81%4.14%3.65%
Total return  

MFS Utilities Series (Initial Class)

Massachusetts Financial Services Company

(Adviser)

0.79%14.09%11.89%9.93%
Capital appreciation  

MFS Value Series (Initial Class)

Massachusetts Financial Services Company

(Adviser)

0.71%25.45%12.25%13.42%
Capital appreciation  

MFS Blended Research Small Cap Equity Portfolio (Initial Class)

Massachusetts Financial Services Company

(Adviser)

0.54%29.64%12.88%14.31%
Capital appreciation and current income

Morgan Stanley Variable Insurance Fund, Inc. Global Infrastructure Portfolio (Class I)

Morgan Stanley Investment Management Inc.

(Adviser)

1.38%14.26%8.57%9.27%
Long-term capital appreciation by investing primarily in growth-oriented equity securities of large capitalization companies

Morgan Stanley Variable Insurance Fund, Inc. Growth Portfolio (Class I)

Morgan Stanley Investment Management Inc.

(Adviser)

0.74%0.10%34.57%24.26%
Capital appreciation

TOPS Aggressive Growth ETF Portfolio (Class 1)(1)

ValMark Advisers, Inc.

(Adviser)

0.30%19.66%12.95%11.73%
Income and capital appreciation

TOPS Balanced ETF Portfolio (Class 1)(1)

ValMark Advisers, Inc.

(Adviser)

0.31%9.97%7.88%7.08%
Preserve capital and provide moderate income and moderate capital appreciation

TOPS Conservative ETF Portfolio (Class 1)(1)

ValMark Advisers, Inc.

(Adviser)

0.33%6.74%6.01%5.16%
Capital appreciation

TOPS Growth ETF Portfolio (Class 1)(1)

ValMark Advisers, Inc.

(Adviser)

0.30%16.89%11.59%10.41%
Capital appreciation

TOPS Moderate Growth ETF Portfolio (Class 1)(1)

ValMark Advisers, Inc.

(Adviser)

0.30%13.12%9.80%8.78%


Investment ObjectiveFund and Adviser/SubadviserCurrent Expenses

Average Annual Total Returns 

(as of 12/31/21) 

1 Year5 Year10 Year
Maximum real return, consistent with prudent investment management  

PIMCO Commodity Real Return Strategy Portfolio (Institutional Class)

Pacific Investment Management Company LLC

(Adviser)

1.01%33.47%5.89%N/A
Maximum real return consistent with preservation of capital and prudent investment management

PIMCO VIT All Asset Portfolio (Institutional Class)

Pacific Investment Management Company LLC

(Adviser)

1.19%16.41%8.73%6.18%
Maximum real return consistent with preservation of capital and prudent investment management

PIMCO VIT Real Return Portfolio (Institutional Class)

Pacific Investment Management Company LLC

(Adviser)

0.50%-1.12%4.09%3.59%
Seeks high current income. Capital growth is a secondary goal when consistent with achieving high current income

Putnam VT High Yield Fund (IA)

Putnam Investment Management, LLC

(Adviser)

0.70%5.20%5.62%6.33%
Long-term capital growth; income is a secondary objective

T. Rowe Price Blue Chip Growth Portfolio (Class 1)

T. Rowe Price Associates

(Adviser)

0.85%17.62%23.28%19.23%
Long-term capital appreciation, using a fundamental approach to invest in growth-oriented companies at attractive valuation level

Vanguard VIF Capital Growth Portfolio

The Vanguard Group, Inc.

(Adviser)

0.34%21.54%18.12%17.35%
Long-term capital appreciation and income growth, with reasonable current income

Vanguard VIF Diversified Value Portfolio

The Vanguard Group, Inc.

(Adviser)

0.28%30.47%13.52%13.15%
Seeks to track the investment performance of the Standard & Poor’s 500 Index, an unmanaged benchmark representing U.S. large-capitalization stocks

Vanguard VIF Equity Index Portfolio

The Vanguard Group, Inc.

(Adviser)

0.30%28.55%18.31%16.39%
High and sustainable level of current income by investing primarily in below-investment-grade corporate securities offering attractive yields

Vanguard VIF High Yield Bond Portfolio

The Vanguard Group, Inc.

(Adviser)

0.26%3.68%5.69%6.05%
Long-term capital appreciation through broadly diversified exposure to the major equity markets outside the United States

Vanguard VIF International Portfolio

The Vanguard Group, Inc.

(Adviser)

0.38%-1.54%20.47%13.57%


Investment ObjectiveFund and Adviser/SubadviserCurrent Expenses

Average Annual Total Returns 

(as of 12/31/21) 

1 Year5 Year10 Year
Seeks to track the investment performance of the CRSP US Mid Cap Index, an unmanaged benchmark representing medium-size U.S. firms

Vanguard VIF Mid-Cap Index Portfolio

The Vanguard Group, Inc.

(Adviser)

0.17%24.36%15.72%14.97%
Seeks to track the investment performance of the MSCI US REIT Index, which covers approximately two-thirds of the U.S. real estate investment trust (REIT) market

Vanguard VIF Real Estate Index Portfolio

The Vanguard Group, Inc.

(Adviser)

0.26%40.21%11.25%11.43%
Long-term capital appreciation by investing in a broad universe of small-company growth stocks

Vanguard VIF Small Company Growth Portfolio(2)

The Vanguard Group, Inc.

(Adviser)

0.30%14.22%15.59%14.89%
Seeks to track the investment performance of the Bloomberg Barclays U.S. Aggregate Float Adjusted Bond Index, an unmanaged benchmark representing the broad U.S. bond market

Vanguard VIF Total Bond Market Index Portfolio

The Vanguard Group, Inc.

(Adviser)

0.14%-1.72%3.50%2.77%
Seeks to track the investment performance of the Standard and Poor’s Total Market Index, an unmanaged benchmark representing the overall U.S. equity market

Vanguard VIF Total Stock Market Index Portfolio

The Vanguard Group, Inc.

(Adviser)

0.13%25.64%17.79%16.13%

(1) The Fund operates as a fund of funds.

(2) The Vanguard Group, Inc. has requested that the Company no longer make the Vanguard VIF Small Company Growth Portfolio available for new investments. Existing contract owners with allocation to the Vanguard VIF Small Company Growth Portfolio can continue to invest in the portfolio.

(3) These Funds and their investment advisers have entered into contractual fee waivers or expense reimbursement arrangements. The temporary fee reductions are reflected in their annual expenses. Those contractual arrangements are designed to reduce total annual Fund operating expenses for Contract Owners and will continue past the current year.

(4) Effective May 1, 2022, these Funds are no longer available for new investments. Existing contract owners with allocation to these Funds can continue to invest in the portfolios.

(5) Current expenses as of February 28, 2022.


APPENDIXB: EXAMPLES OF PARTIAL WITHDRAWALS AND FULL SURRENDER WITH APPLICATION OF SURRENDER CHARGE AND MARKET VALUE ADJUSTMENT.

The examples below illustrate partial withdrawals and a full surrender during the six years following allocation of a Purchase Payment. Partial withdrawals and full surrenders more than six years following allocation of a Purchase Payment will not be subject to a Surrender Charge but may be subject to a Market Value Adjustment.

Example 1 –1: Partial Withdrawal with a Negative Market Value Adjustment (“MVA”)(MVA)

Assume the following information as it relates to the Contract:

The Contract was issued with an initial deposit of $100,000.00.

The Contract Fee is 1.50%.

Money is allocated to the Variable Subaccounts and S&P 500 Risk Control Accounts.

There have been no additional Purchase Payments.

A gross withdrawal of $20,000.00 is taken 1.5 years after the Contract Issue Date. No other withdrawals have been previously taken.

Assume the following information as it relates to the Variable Subaccounts:

As of the withdrawal date, there are 1,012.09 Variable Subaccount Accumulation Units with an Accumulation Unit Value of $10.56.

Assume the following information as it relates to the Risk Control Accounts:

The S&P 500 Secure Risk Control Account has a 0.00% Index Rate Floor and a 7.00% Index Rate Cap.

The S&P 500 Growth Risk Control Account has a -10.00% Index Rate Floor and a 17.00% Index Rate Cap.

As of the withdrawal date, there are 5,940.59 S&P 500 Secure Risk Control Account Accumulation Credits.

As of the withdrawal date, there are 3,902.44 S&P 500 Growth Risk Control Account Accumulation Credits.

The Accumulation Credit Factor (P) at the last Contract Anniversary (9/1/2017):start of the Risk Control Account Year immediately preceding the withdrawal for the S&P 500 Secure Risk Control Account is $10.1.

Risk Control
Account
Risk Control
Account Allocation
Initial Index
Rate Floor
Initial Index
Rate Cap
S&P 500 Index
Value
(Initial Index Value) x (1 +
Index Interest Rate Floor)
(Initial Index Value) x (1 +
Index Interest Rate Cap)
Secure
Account
75%0%3.50%1,000.001,000.001,035.00
Growth
Account
25%-10%14.00%1,000.00900.001,140.00
The Accumulation Credit Factor (P) at the start of the Risk Control Account Year immediately preceding the withdrawal for the S&P 500 Growth Risk Control Account is $10.25.

The S&P 500 Index value at the start of the Risk Control Account Year immediately preceding the withdrawal is 1000.00.

The S&P 500 Index value at the time of the withdrawal is 1200.00.

On the Risk Control Account Start Date, the interpolated 6-year Constant Maturity Treasury Rate (I) was 2.50% and the Bank of America/Merrill Lynch Index (K) was 1.00%.

At the time of the withdrawal the Constant Maturity Treasury Rate for the remaining Index period (J) is 2.90% and the Bank of America/Merrill Lynch Index (L) is 1.10%.


Total Contract Value = $100,000
10-Year Initial Index Period
I = 10-Year Constant Maturity Treasury Rate = 3.50%
K = The BofA Merrill Lynch 1-10 Year US Corporate
Constrained Index Asset Swap Spread = 1.00%
Assume the following information at the time of partial withdrawal (3/1/2018):
Gross partial withdrawal = $50,000.00
Unadjusted S&P 500 Index Value = 1,200.00
J = 8.5 Year Constant Maturity Treasury Rate = 4.00%
L = The BofA Merrill Lynch 1-10 Year US Corporate
Constrained Index Asset Swap Spread = 1.50%
N = Years Remaining in Initial Index Period = 8.50 Years
Surrender Charge Percent = 9.00%
At the time of the withdrawal there are 4.50137 years remaining in the Risk Control Account Period (N).

A-1


We take the following steps to determine the net partial withdrawal amount (excluding taxes) payable to the Owner from eachOwner:

First, we calculate the Contract Value at the time of the withdrawal.

 (1)(2)(3)
AccountUnits /
Accumulation
Credits
Unit Value /
Accumulation
Credit Factor
Contract Value
at time of Withdrawal
Variable Subaccounts1,012.09$10.56$10,687.67
S&P 500 Secure Risk Control Account5,940.59$10.731042$63,748.72
S&P 500 Growth Risk Control Account3,902.44$11.915414$46,499.19
Total  $120,935.58

(1), (2), (3)

The current Variable Subaccounts Value is 1,012.09 x $10.56 which equals $10,687.67.

The return of the Index is equal to the Closing Index Value divided by the Initial Index Value. The return of the S&P 500 Index is calculated to be 1.2 (1,200.00 / 1,000.00 - 1). This is greater than the (1 + Index Rate Cap) and above (1 + the Index Rate Floor) for both the S&P 500 Secure and Growth Accounts. Therefore, the Index rate of return is set to (1 + the Index Rate Cap) which equals 1.07 for the S&P 500 Secure Risk Control Account and 1.17 for the S&P 500 Growth Risk Control Account.

The Risk Control Account Daily Contract Fee is calculated as 1.50% divided by the number of days in connection withthe Risk Control Account Year multiplied by the Accumulation Credit Factor at the start of the Risk Control Account Year (1.50% / 365 x 10.1 for the S&P 500 Secure Risk Control Account and 1.50% / 365 x 10.25 for the S&P 500 Growth Risk Control Account).

The Accumulation Credit Factor is then calculated as (a) the Accumulation Credit Factor at the start of the Risk Control Account Year multiplied by (b) the Index rate of return less (c) the Risk Control Account Daily Contract Fee multiplied by the number of days that have passed since the last Risk Control Account Anniversary (i.e. a partialx b – c).

For the S&P 500 Secure Risk Control Account, this results in an Accumulation Credit Factor at the time of the withdrawal resultingof $10.1 x 1.07 – ((1.50% / 365 x 10.1) x 183) which equals $10.731042. The current S&P 500 Secure Risk Control Account Contract Value is then calculated as 5,940.59 x $10.731042 which equals $63,748.72.


For the S&P 500 Growth Risk Control Account, this results in a negative MVA.an Accumulation Credit Factor at the time of the withdrawal of $10.25 x 1.17 – ((1.50% / 365 x $10.25) x 183) which equals $11.915414. The current S&P 500 Growth Risk Control Account Contract Value is then calculated as 3,902.44 x $11.915414 which equals $46,499.19.

Next, we calculate the gross withdrawal from each account.

 
First, we determine Credited Index Interest and Contract Value for each(4)
AccountGross Withdrawal
Variable Subaccounts$10,687.67
S&P 500 Secure Risk Control Account at the time of the partial withdrawal. With respect to the Secure Account, because the Unadjusted Index Value is greater than the Initial Index Value multiplied by the sum of 1 + Index Interest Rate 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).$5,384.67
We follow the same steps in determining Credited Index Interest and Contract Value for theS&P 500 Growth Account at the time of the partial withdrawal. With respect to the Growth Account, because the Unadjusted Index Value is greater than the Initial Index Value multiplied by the sum of 1 + Index Interest Rate 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).
$3,927.66
Total
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.$20,000.00

A-2


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 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

A-3(4)


$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).

Withdrawal of Risk Control Account Value is not permitted while there is Variable Subaccount Value. Therefore, the withdrawal of $20,000.00 will first be taken from the Variable Subaccounts. The Variable Subaccount Value of $10,687.67 is insufficient to cover the gross withdrawal, and there is no Holding Account Value. Therefore, the remaining withdrawal of $9,312.33 will be taken Pro Rata from the Risk Control Accounts.

The Pro Rata withdrawal from the S&P 500 Secure Risk Control Account is the Contract Value in this account divided by the total S&P 500 Risk Control Account Contract Value multiplied by the Risk Control Account withdrawal. This is calculated as $63,748.72 / $110,247.91 x $9,312.33 which equals $5,384.67. The Pro Rata withdrawal from the S&P 500 Growth Risk Control Account is calculated the same way to be $46,499.19 / $110,247.91 x $9,312.33 which equals $3,927.66.

Next, we calculate the net withdrawal from each account.

 (5)(6)(7)(8)(9)
AccountWithdrawal
Subject to
MVA
MVAWithdrawal Subject to Surrender
Charge
Surrender ChargeNet
Withdrawal
Variable Subaccounts$0.00$0.00$687.67$61.89$10,625.78
S&P 500 Secure Risk Control Account$5,384.67($108.76)$5,384.67$484.62$4,791.29
S&P 500 Growth Risk Control Account$3,927.66($73.51)$3,927.66$353.49$3,501.66
Total$9,312.33($181.27)$10,000.00$900.00$18,918.73

(5)

100% of the withdrawal from a Risk Control Account is subject to the MVA. The MVA does not apply to Variable Subaccounts.


(6)

The MVA equals (W/(C/P)) x (MVAF - 1), where W is the amount of withdrawal from the Risk Control Account Value, C is the Current Accumulation Credit Factor for the Risk Control Account, and P is Prior Accumulation Credit Factor for the Risk Control Account. At the time of the withdrawal there are 4.50137 years remaining in the Risk Control Account Period (N). Therefore, MVAF = ((1 + I + K)/(1 + J + L))^N = ((1 + 2.50% + 1.00%)/(1 + 2.90% + 1.10%))^4.50137 = 0.978540.

For the S&P 500 Secure Risk Control Account, the MVA is ($5,384.67 / ($10.731042 / $10.10) x (0.978540 - 1) which equals -$108.76. For the S&P 500 Growth Risk Control Account, the MVA is ($3,927.66 / ($11.915414 / $10.25) x (0.978540 - 1) which equals -$181.27.

(7)

The amount of the withdrawal that is free of Surrender Charges is equal to 10% of the Purchase Payments allocated in the preceding six years. Because there have been no additional Purchase Payments and no prior withdrawals, the amount of the withdrawal that is free of Surrender Charge at the time of the withdrawal is equal to 10% x $100,000.00 which equals $10,000.00. The gross withdrawal is $20,000.00, and Purchase Payments are withdrawn before earnings, so the amount of the withdrawal subject to a Surrender Charge is calculated as $20,000.00 - $10,000.00 which equals $10,000.00.

Withdrawals are first taken from the Variable Subaccounts, and because $10,000.00 is free of Surrender Charge, the Surrender Charge only applies to the remaining $687.67. There is no Surrender Charge free withdrawal amount remaining, so a Surrender Charge applies to the entire withdrawal from the Risk Control Accounts.

(8)

It has been more than one year but less than two years since the Purchase Payment was received so the applicable Surrender Charge percentage is 9.00%. This is multiplied by the amount of the withdrawal subject to a Surrender Charge to determine the Surrender Charge. For the Variable Subaccounts, the Surrender Charge is calculated as $687.67 x 9.00% which equals $61.89. For the S&P 500 Secure Risk Control Account, the Surrender Charge is calculated as $5,384.68 x 9.00% which equals $484.62. For the S&P 500 Growth Risk Control Account, the Surrender Charge is calculated as $3,927.66 x 9.00% which equals $353.49.

(9)

The net withdrawal is equal to the gross withdrawal plus the Market Value Adjustment less the Surrender Charge. For the Variable Subaccounts, the net withdrawal is calculated as $10,687.67 + $0.00 - $61.89 which equals $10,625.78. For the S&P 500 Secure Risk Control Account, the net withdrawal is calculated as $5,384.67 + -$108.76 - $484.62 which equals $4,791.29. For the S&P 500 Growth Risk Control Account, the net withdrawal is calculated as $3,927.66 + -$181.27 - $353.49 which equals $3,501.66. The total net withdrawal is the sum of the three accounts, $18,918.73.


Next, we calculate the Accumulation Units, Accumulation Credits, and Contract Value remaining after the withdrawal.

 (10)(11)
AccountUnits /
Accumulation Credits
After Withdrawal
Contract
Value after Withdrawal
Variable Subaccounts0.00$0.00
S&P 500 Secure Risk Control Account5,438.81$58,364.10
S&P 500 Growth Risk Control Account3,572.81$42,571.51
Total $100,935.61

(10)

The number of Accumulation Units/Accumulation Credits remaining after the withdrawal is equal to the number of Accumulation Units/Accumulation Credits prior to the withdrawal minus the result of the gross withdrawal from the account divided by the Accumulation Unit Value/Accumulation Credit Factor as of the withdrawal date. For the Variable Subaccounts, this is calculated as 1,012.09 - ($10,687.67 / $10.56) which equals 0.00. For the S&P 500 Secure Risk Control Account, this is calculated as 5,940.59 - ($5,384.67 / $10.7310742) which equals 5,438.81. For the S&P 500 Growth Risk Control Account, this is calculated as 3,902.44 - ($3,927.66 / $11.915414) which equals 3,572.81.

(11)

The Contract Value remaining after the withdrawal is equal the Accumulation Unit Value/Accumulation Credit Factor as of the withdrawal date multiplied by the number of Accumulation Units/Accumulation Credits after the withdrawal. For the Variable Subaccounts, this is calculated as $10.56 x 0.00 which equals $0.00. For the S&P 500 Secure Risk Control Account, this is calculated as $10.731042 x 5,438.81 which equals $58,365.23. For the S&P 500 Growth Risk Control Account, this is calculated as $11.915414 x 3,572.81 which equals $42,571.51. The total Contract Value after the withdrawal is the sum of the three accounts, $100,935.61.


Example 2 –2: Partial Withdrawal with a Positive MVA

Assume the following information as it relates to the Contract:

The Contract was issued with an initial deposit of $100,000.00.

The Contract Fee is 1.50%.

Money is allocated to the Variable Subaccounts and S&P 500 Risk Control Accounts.

There have been no additional Purchase Payments.

A gross withdrawal of $20,000.00 is taken 1.5 years after the Contract Issue Date. No other withdrawals have been previously taken.

Assume the following information as it relates to the Variable Subaccounts:

As of the withdrawal date, there are 1,012.09 Variable Subaccount Accumulation Units with an Accumulation Unit Value of $10.56.

Assume the following information as it relates to the Risk Control Accounts:

The S&P 500 Secure Risk Control Account has a 0.00% Index Rate Floor and a 7.00% Index Rate Cap.

The S&P 500 Growth Risk Control Account has a -10.00% Index Rate Floor and a 17.00% Index Rate Cap.

As of the withdrawal date, there are 5,940.59 S&P 500 Secure Risk Control Account Accumulation Credits.

As of the withdrawal date, there are 3,902.44 S&P 500 Growth Risk Control Account Accumulation Credits.

The Accumulation Credit Factor (P) at the last Contract Anniversary (9/1/2017):start of the Risk Control Account Year immediately preceding the withdrawal for the S&P 500 Secure Risk Control Account is $10.1.

Risk Control
Account
Risk Control
Account Allocation
Initial Index
Rate Floor
Initial Index
Rate Cap
S&P 500 Index
Value
(Initial Index Value) x (1 +
Index Interest Rate Floor)
(Initial Index Value) x (1 +
Index Interest Rate Cap)
Secure
Account
75%0%3.50%1,000.001,000.001,035.00
Growth
Account
25%-10%14.00%1,000.00900.001,140.00
The Accumulation Credit Factor (P) at the start of the Risk Control Account Year immediately preceding the withdrawal for the S&P 500 Growth Risk Control Account is $10.25.

The S&P 500 Index value at the start of the Risk Control Account Year immediately preceding the withdrawal is 1000.00.

The S&P 500 Index value at the time of the withdrawal is 1200.00.

On the Risk Control Account Start Date, the interpolated 6-year Constant Maturity Treasury Rate (I) was 2.50% and the Bank of America/Merrill Lynch Index (K) was 1.00%.

At the time of the withdrawal the Constant Maturity Treasury Rate for the remaining Index period (J) is 2.10% and the Bank of America/Merrill Lynch Index (L) is 0.90%.

At the time of the withdrawal there are 4.50137 years remaining in the Risk Control Account Period (N).

Total Contract Value = $100,000.00
10-Year Initial Index Period
I = 10-Year Constant Maturity Treasury Rate = 3.50%
K = The BofA Merrill Lynch 1-10 Year US Corporate
Constrained Index Asset Swap Spread = 1.00%
Assume the following information at the time of partial withdrawal (3/1/2018):
Gross partial withdrawal = $50,000.00
Unadjusted S&P 500 Index Value = 1,200.00
J = 8.5-Year Constant Maturity Treasury Rate = 3.00%
L = The BofA Merrill Lynch 1-10 Year US Corporate
Constrained Index Asset Swap Spread = 0.85%
N = Years Remaining in Initial Index Period = 8.50
Surrender Charge Percent = 9.00%

A-4


We take the following steps to determine the net partial withdrawal amount (excluding taxes) payable to the Owner from eachOwner:

First, we calculate the Contract Value at the time of the withdrawal.

 (1)(2)(3)
AccountUnits /
Accumulation Credits
Unit Value /
Accumulation Credit Factor
Contract Value
at time of Withdrawal
Variable Subaccounts1,012.09$10.56$10,687.67
S&P 500 Secure Risk Control Account5,940.59$10.731042$63,748.72
S&P 500 Growth Risk Control Account3,902.44$11.915414$46,499.19
Total  $120,935.58

(1), (2), (3)

The current Variable Subaccounts Value is 1,012.09 x $10.56 which equals $10,687.67.

The return of the Index is equal to the Closing Index Value divided by the Initial Index Value.

The return of the S&P 500 Index is calculated to be 1.2 (1,200.00 / 1,000.00). This is greater than (1 + the Index Rate Cap) and above (1+ the Index Rate Floor) for both the S&P 500 Secure and Growth Accounts. Therefore, the Index rate of return is set to (1 + the Index Rate Cap) which equals 1.07 for the S&P 500 Secure Risk Control Accounts and 1.17 for the S&P 500 Growth Risk Control Account.

The Risk Control Account Daily Contract Fee is calculated as 1.50% divided by the number of days in connection withthe Risk Control Account Year, multiplied by the Accumulation Credit Factor at the start of the Risk Control Account Year (1.50% / 365 x 10.1 for the S&P 500 Secure Risk Control Account and 1.50% / 365 x 10.25 for the S&P 500 Growth Risk Control Account).

The Accumulation Credit Factor is then calculated as (a) the Accumulation Credit Factor at the start of the Risk Control Account Year multiplied by (b) the Index rate of return less (c) the Risk Control Account Daily Contract Fee multiplied by the number of days that have passed since the last Risk Control Account Anniversary (i.e. a partialx b – c).

For the S&P 500 Secure Risk Control Account, this results in an Accumulation Credit Factor at the time of the withdrawal resultingof $10.1 x 1.07 – ((1.50% x 365 x 10.1) x 183) which equals $10.731042. The current S&P 500 Secure Risk Control Account Contract Value is then calculated as 5,940.59 x $10.731042 which equals $63,748.72.

For the S&P 500 Growth Risk Control Account, this results in a positive MVA.an Accumulation Credit Factor at the time of the withdrawal of $10.25 x ( 1.17 – ((1.50% / 365 x $10.25) x 183 which equals $11.915414. The current S&P 500 Growth Risk Control Account Contract Value is then calculated as 3,902.44 x $11.915414 which equals $46,499.19.


Next, we calculate the gross withdrawal from each account.

 
First, we determine Credited Index Interest and Contract Value for each(4)
AccountGross Withdrawal
Variable Subaccounts$10,687.67
S&P 500 Secure Risk Control Account at the time of the partial withdrawal. With respect to the Secure Account, because the Unadjusted Index Value is greater than the Initial Index Value multiplied by the sum of 1 + the Index Interest Rate 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).$5,384.67
We follow the same steps in determining Credited Index Interest and Contract Value for theS&P 500 Growth Account at the time of the partial withdrawal. With respect to the Growth Account, because the Unadjusted Index Value is greater than the Initial Index Value multiplied by the sum of 1 + Index Interest Rate 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 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).
$3,927.66
Total
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$20,000.00

A-5


(73.14%) by the gross partial withdrawal amount ($50,000.00) to determine the amount of the partial withdrawal to be taken from the Secure Account ($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 (26.86%) by the gross partial withdrawal amount ($50,000.00) to determine the amount of the partial withdrawal to be taken from the Growth Account ($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 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 0.0545.) For the Secure Account, we would divide $29,257.95 by 1.035 then multiply the result by 0.0545 which equals a positive MVA of $1,539.72. For the Growth Account, we would divide $10,742.05 by 1.14 then multiply the result by 0.0545 which equals a positive MVA of $513.24. The total MVA applied in connection with the partial withdrawal is a positive MVA of $2,052.96 ($1,539.72 plus $513.24).
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 plus the MVA. For the Secure Account, that equals $36,572.44 - $2,633.22 + $1,539.72 or $35,478.94. For the Growth Account, that equals $13,427.56 - $966.78 + $513.24 or $12,974.02. The total net partial withdrawal paid the Owner is $48,452.96 ($35,478.94 plus $12,974.02).

A-6(4)


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 + $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).

A-7


Withdrawal of Risk Control Account Value is not permitted while there is Variable Subaccount Value. Therefore, the withdrawal of $20,000.00 will first be taken from the Variable Subaccounts. The Variable Subaccount Value of $10,687.67 is insufficient to cover the gross withdrawal, and there is no Holding Account Value. Therefore, the remaining withdrawal of $9,312.33 will be taken Pro Rata from the Risk Control Accounts.

The Pro Rata withdrawal from the S&P 500 Secure Risk Control Account is the Contract Value in this account divided by the total S&P 500 Risk Control Account Contract Value multiplied by the Risk Control Account withdrawal. This is calculated as $63,748.72 / $110,247.91 x $9,312.33 which equals $5,384.67. The Pro Rata withdrawal from the S&P 500 Growth Risk Control Account is calculated the same way to be $46,499.19 / $110,247.91 x $9,312.33 which equals $3,927.66.

Next, we calculate the net withdrawal from each account.

 (5)(6)(7)(8)(9)
AccountWithdrawal
Subject to MVA
MVAWithdrawal Subject to Surrender ChargeSurrender ChargeNet Withdrawal
Variable Subaccounts$0.00$0.00$687.67$61.89$10,625.78
S&P 500 Secure Risk Control Account$5,384.67$111.69$5,384.67$484.62$5,011.74
S&P 500 Growth Risk Control Account$3,927.66$74.46$3,927.66$353.49$3,648.63
Total$9,312.33$186.15$10,000.00$900.00$19,286.15

(5)

100% of the withdrawal from a Risk Control Account is subject to the MVA. The MVA does not apply to Variable Subaccounts.


(6)

The MVA equals (W/(C/P)) x (MVAF - 1), where W is the amount of withdrawal from the Risk Control Account Value, C is the Current Accumulation Credit Factor for the Risk Control Account, and P is Prior Accumulation Credit Factor for the Risk Control Account. At the time of the withdrawal there are 4.50137 years remaining in the Risk Control Account Period (N). Therefore, MVAF = ((1 + I + K)/(1 + J + L))^N = ((1 + 2.50% + 1.00%)/(1 + 2.10% + 0.90%))^4.50137 = 1.022038.

For the S&P 500 Secure Risk Control Account, the MVA is ($5,384.67 / ($10.731042 / $10.100000) x (1.022038 - 1) which equals $111.69. For the S&P 500 Growth Risk Control Account, the MVA is ($3,927.66 / ($11.915414 / $10.25) x (1.022038 - 1) which equals $74.46.

(7)

The amount of the withdrawal that is free of Surrender Charges is equal to 10% of the Purchase Payments allocated in the preceding six years. Because there have been no additional Purchase Payments and no prior withdrawals, the amount of the withdrawal that is free of Surrender Charge at the time of the withdrawal is equal to 10% x $100,000.00 which equals $10,000.00. The gross withdrawal is $20,000.00, and Purchase Payments are withdrawn before earnings, so the amount of the withdrawal subject to a Surrender Charge is calculated as $20,000.00 - $10,000.00 which equals $10,000.00.

Withdrawals are first taken from the Variable Subaccounts, and because $10,000.00 is free of Surrender Charge, the Surrender Charge only applies to the remaining $687.67. There is no Surrender Charge free withdrawal amount remaining, so a Surrender Charge applies to the entire withdrawal from the Risk Control Accounts.

(8)

It has been more than one year but less than two years since the Purchase Payment was received so the applicable Surrender Charge percentage is 9.00%. This is multiplied by the amount of the withdrawal subject to a Surrender Charge to determine the Surrender Charge. For the Variable Subaccounts, the Surrender Charge is calculated as $687.67 x 9.00% which equals $61.89. For the S&P 500 Secure Risk Control Account, the Surrender Charge is calculated as $5,384.67 x 9.00% which equals $484.62. For the S&P 500 Growth Risk Control Account, the Surrender Charge is calculated as $3,927.66 x 9.00% which equals $353.49.

(9)

The net withdrawal is equal to the gross withdrawal plus the Market Value Adjustment less the Surrender Charge. For the Variable Subaccounts, the net withdrawal is calculated as $10,687.67 + $0.00 - $61.89 which equals $10,625.78. For the S&P 500 Secure Risk Control Account, the net withdrawal is calculated as $5,384.67 + $111.69 - $484.62 which equals $5,011.74. For the S&P 500 Growth Risk Control Account, the net withdrawal is calculated as $3,927.66 + $74.46 - $353.49 which equals $3,648.63. The total net withdrawal is the sum of the three accounts, $19,286.15.


Next, we calculate the Accumulation Units, Accumulation Credits, and Contract Value remaining after the withdrawal.

 (10)(11)
AccountUnits /
Accumulation Credits
After Withdrawal
Contract
Value after
Withdrawal
Variable Subaccounts0.00$0.00
S&P 500 Secure Risk Control Account5,438.81$58,364.10
S&P 500 Growth Risk Control Account3,572.82$42,571.51
Total $100,935.61

(10)

The number of Accumulation Units/Accumulation Credits remaining after the withdrawal is equal to the number of Accumulation Units/Accumulation Credits prior to the withdrawal minus the result of the gross withdrawal from the account divided by the Accumulation Unit Value/Accumulation Credit Factor as of the withdrawal date. For the Variable Subaccounts, this is calculated as 1,012.09 - ($10,687.67 / $10.56) which equals 0.00. For the S&P 500 Secure Risk Control Account, this is calculated as 5,940.59 - ($5,384.67 / $10.731042) which equals 5,438.81. For the S&P 500 Growth Risk Control Account, this is calculated as 3,902.44 - ($3,927.66 / $11.915414) which equals 3,572.81.

(11)

The Contract Value remaining after the withdrawal is equal the Accumulation Unit Value/Accumulation Credit Factor as of the withdrawal date multiplied by the number of Accumulation Units/Accumulation Credits after the withdrawal. For the Variable Subaccounts, this is calculated as $10.56 x 0.00 which equals $0.00. For the S&P 500 Secure Risk Control Account, this is calculated as $10.731042 x 5,438.81 which equals $58,364.10. For the S&P 500 Growth Risk Control Account, this is calculated as $11.915414 x 3,572.81 which equals $42,571.51. The total Contract Value after the withdrawal is the sum of the three accounts, $100,935.61.


Example 3 –Full3: Full Surrender of Contract on First Day of Second Contract Year with a Negative MVA

Assume the following information atas it relates to the Contract:

The Contract was issued with an initial deposit of $100,000.00.

The Contract Fee is 1.50%.

Money is allocated to the Variable Subaccounts and S&P 500 Risk Control Accounts.

There have been no additional Purchase Payments.

A full surrender is taken 1.5 years after the Contract Issue (9/1/2016):Date. No other withdrawals have been previously taken.

Risk Control
Account
Risk Control
Account Allocation
Initial Index
Rate Floor
Initial Index Rate CapS&P 500 Index
Value
(Initial Index Value) x (1 +
Index Interest Rate Floor)
(Initial Index Value) x (1 +
Index Interest Rate Cap)
Secure
Account
75%0%3.50%1,000.001,000.001,035.00
Growth
Account
25%-10%14.00%1,000.00900.001,140.00

Assume the following information as it relates to the Variable Subaccounts:

As of the withdrawal date, there are 1,012.09 Variable Subaccount Accumulation Units with an Accumulation Unit Value of $10.56.
Purchase Payment = $100,000
10-Year Initial Index Period
I = 10-Year Constant Maturity Treasury Rate = 3.50%
K = The BofA Merrill Lynch 1-10 Year US Corporate
Constrained Index Asset Swap Spread = 1.00%
Assume at time of first Contract Anniversary (9/1/2017):
Unadjusted S&P 500 Index Value = 950.00
The Unadjusted S&P 500 Index Value on the last day of the first Contract Anniversary is equal to the Unadjusted S&P 500 Index Value on the first day of the
second Contract Anniversary.
J = 9-Year Constant Maturity Treasury Rate = 4.00%
L = The BofA Merrill Lynch 1-10 Year US Corporate
Constrained Index Asset Swap Spread = 1.50%
N = Years Remaining in Initial Index Period = 9.00
Surrender Charge Percent = 9.00%

A-8

Assume the following information as it relates to the Risk Control Accounts:

The S&P 500 Secure Risk Control Account has a 0.00% Index Rate Floor and a 7.00% Index Rate Cap.

The S&P 500 Growth Risk Control Account has a -10.00% Index Rate Floor and a 17.00% Index Rate Cap.

As of the withdrawal date, there are 5,940.59 S&P 500 Secure Risk Control Account Accumulation Credits.

As of the withdrawal date, there are 3,902.44 S&P 500 Growth Risk Control Account Accumulation Credits.

The Accumulation Credit Factor (P) at the start of the Risk Control Account Year immediately preceding the withdrawal for the S&P 500 Secure Risk Control Account is $10.1.

The Accumulation Credit Factor (P) at the start of the Risk Control Account Year immediately preceding the withdrawal for the S&P 500 Growth Risk Control Account is $10.25.

The S&P 500 Index value at the start of the Risk Control Account Year immediately preceding the withdrawal is 1000.00.

The S&P 500 Index value at the time of the withdrawal is 1200.00.

On the Risk Control Account Start Date, the interpolated 6-year Constant Maturity Treasury Rate (I) was 2.50% and the Bank of America/Merrill Lynch Index (K) was 1.00%.

At the time of the withdrawal the Constant Maturity Treasury Rate for the remaining Index period (J) is 2.90% and the Bank of America/Merrill Lynch Index (L) is 1.10%.

At the time of the withdrawal there are 4.50137 years remaining in the Risk Control Account Period (N).

We take the following steps to determine the Surrender Value (excluding taxes) payable to the Owner from eachOwner:

First, we calculate the Contract Value at the time of the withdrawal.

 (1)(2)(3)
AccountUnits /
Accumulation
Credits
Unit Value /
Accumulation Credit Factor
Contract Value
at time of
Withdrawal
Variable Subaccounts1,012.09$10.56$10,687.67
S&P 500 Secure Risk Control Account5,940.59$10.731042$63,748.72
S&P 500 Growth Risk Control Account3,902.44$11.915414$46,499.19
Total  $120,935.58

(1), (2), (3)

The current Variable Subaccounts Value is 1,012.09 x $10.56 which equals $10,687.67.

The return of the Index is equal to the Closing Index Value divided by the Initial Index Value. The return of the S&P 500 Index is calculated to be 1.2 (1,200.00 / 1,000.00). This is greater than (1 + the Index Rate Cap) and above (1 + the Index Rate Floor) for both the S&P 500 Secure and Growth Accounts. Therefore, the Index rate of return is set to (1 + the Index Rate Cap), which equals 1.07 for the S&P 500 Secure Risk Control Account and 1.17% for the S&P 500 Growth Risk Control Account.

The Risk Control Account Daily Contract Fee is calculated as 1.50% divided by the number of days in connection withthe Risk Control Account Year multiplied by the Accumulation Credit Factor at the start of the Risk Control Account Year (1.50% / 365 x 10.1 for the S&P 500 Secure Risk Control Account and 1.50% / 365 x 10.25 for the S&P 500 Growth Risk Control Account).

The Accumulation Credit Factor is then calculated as (a) the Accumulation Credit Factor at the start of the Risk Control Account Year multiplied by (b) the Index rate of return less (c) the Risk Control Account Daily Contract Fee multiplied by the number of days that have passed since the last Risk Control Account Anniversary (i.e. a x b – c).

For the S&P 500 Secure Risk Control Account, this results in an Accumulation Credit Factor at the time of the withdrawal of $10.1 x 1.07 – ((1.50% x 365 x 1.1) x 183) which equals $10.731042. The current S&P 500 Secure Risk Control Account Contract Value is then calculated as 5,940.59 x $10.731042 which equals $63,748.72.

For the S&P 500 Growth Risk Control Account, this results in an Accumulation Credit Factor at the time of the withdrawal of $10.25 x 1.17 – ((1.50% x 365 x 10.25) x 183) which equals $11.915414. The current S&P 500 Growth Risk Control Account Contract Value is then calculated as 3,902.44 x $11.915414 which equals $46,499.19.


Next, we calculate the gross withdrawal from each account.

(4)
AccountGross Withdrawal
Variable Subaccounts$10,687.67
S&P 500 Secure Risk Control Account$63,748.72
S&P 500 Growth Risk Control Account$46,499.19
Total$120,935.58

(4)

Withdrawal of Risk Control Account Value is not permitted while there is Variable Subaccount Value. Therefore, the surrender is assumed to come from the Variable Subaccounts first and then from the Risk Control Accounts. Because this is a full surrender, the entire Contract Value will be withdrawn from each account.

Next, we calculate the net withdrawal from each account.

 (5)(6)(7)(8)(9)
AccountWithdrawal Subject to MVAMVAWithdrawal Subject
to Surrender Charge
Surrender ChargeNet Withdrawal
Variable Subaccounts$0.00$0.00$687.67$61.89$10,625.78
S&P 500 Secure Risk Control Account$63,748.72($1,287.59)$51,643.13$4,647.88$57,813.25
S&P 500 Growth Risk Control Account$46,499.19($858.39)$37,669.20$3,390.23$42,250,57
Total$110,247.91($2,145.98)$90,000.00$8,100.00$110,689.60

(5)

100% of the Contract. withdrawal from a Risk Control Account is subject to the MVA. The MVA does not apply to Variable Subaccounts.

(6)

The MVA equals (W/(C/P)) x (MVAF - 1), where W is the amount of withdrawal from the Risk Control Account Value, C is the Current Accumulation Credit Factor for the Risk Control Account, and P is Prior Accumulation Credit Factor for the Risk Control Account. At the time of the withdrawal there are 4.50137 years remaining in the Risk Control Account Period (N). Therefore, MVAF = ((1 + I + K)/(1 + J + L))^N = ((1 + 2.50% + 1.00%)/(1 + 2.90% + 1.10%))^4.50137 = 0.978540.

For purposesthe S&P 500 Secure Risk Control Account, the MVA is ($63,748.72 / ($10.731042 / $10.1) x (0.978540 - 1) which equals -$1,287.59. For the S&P 500 Growth Risk Control Account, the MVA is ($46,499.19 / ($11.915414 / $10.25) x (0.978540 - 1) which equals -$858.39.


(7)

The amount of the withdrawal that is free of Surrender Charges is equal to 10% of the Purchase Payments allocated within the preceding six years. Because there have been no additional Purchase Payments and no prior withdrawals, the amount of the withdrawal that is free of Surrender Charge at the time of the withdrawal is equal to 10% x $100,000.00 which equals $10,000.00. The Purchase Payment within the preceding six years is $100,000.00, so the amount of the withdrawal subject to a Surrender Charge is calculated as $100,000.00 - $10,000.00 which equals $90,000.00.

Withdrawals are first taken from the Variable Subaccounts, and because $10,000.00 is free of Surrender Charge, the Surrender Charge only applies to the remaining $687.67. There is no Surrender Charge free withdrawal amount remaining, so a Surrender Charge applies to the Pro Rata withdrawal of the remaining Purchase payments subject to a Surrender Charge from the Risk Control Accounts. The remaining purchase Payments subject to a Surrender Charge is equal to the withdrawal subject to a Surrender Charge less the withdrawal from the Variable Subaccount subject to a surrender Charge, calculated as $90,000 - $687.67 which equals $89,312.33.

The Pro Rata withdrawal from the S&P 500 Secure Risk Control Account that is subject to a Surrender Charge is equal to the withdrawal from the S&P 500 Secure Risk Control Account divided by the total withdrawal from the S&P 500 Risk Control Account multiplied by the remaining Purchase Payments subject to a Surrender Charge. This is calculated as $63,748.72 / $110,247.91 x $89,312.33 = $51,643.13.

The Pro Rata withdrawal from the S&P 500 Growth Risk Control Account that is subject to a Surrender Charge is equal to the withdrawal from the S&P 500 Growth Risk Control Account divided by the total withdrawal from the S&P 500 Risk Control Account multiplied by the remaining Purchase Payments subject to a Surrender Charge. This is calculated as $46,499.19 / $110,247.91 x $89,312.33 = $37,669.20.

(8)

It has been more than one year but less than two years since the Purchase Payment was received so the applicable Surrender Charge percentage is 9.00%. This is multiplied by the amount of the withdrawal subject to a Surrender Charge to determine the Surrender Charge. For the Variable Subaccounts, the Surrender Charge is calculated as $687.67 x 9.00% which equals $61.89. For the S&P 500 Secure Risk Control Account, the Surrender Charge is calculated as $51,643.13 x 9.00% which equals $4,647.88. For the S&P 500 Growth Risk Control Account, the Surrender Charge is calculated as $37,669.20 x 9.00% which equals $3,390.23.


(9)

The net withdrawal is equal to the gross withdrawal plus the Market Value Adjustment less the Surrender Charge. For the Variable Subaccounts, the net withdrawal is calculated as $10,687.67 + $0.00 - $61.89 which equals $10,625.78. For the S&P 500 Secure Risk Control Account, the net withdrawal is calculated as $63,748.72 + -$1,287.59 - $4,647.88 which equals $57,813.25. For the S&P 500 Growth Risk Control Account, the net withdrawal is calculated as $46,499.19 + -$858.39 - $3,390.23 which equals $42,250.57. The total net withdrawal is the sum of the three accounts, $110,689.60.

Next, we calculate the Accumulation Units, Accumulation Credits, and Contract Value remaining after the withdrawal.

 (10)(11)
AccountUnits /
Accumulation Credits
After Withdrawal
Contract
Value after Withdrawal
Variable Subaccounts0.00$0.00
S&P 500 Secure Risk Control Account0.00$0.00
S&P 500 Growth Risk Control Account0.00$0.00
Total $0.00

(10)

The number of Accumulation Units/Accumulation Credits remaining after the withdrawal is equal to the number of Accumulation Units/Accumulation Credits prior to the withdrawal minus the result of the gross withdrawal from the account divided by the Accumulation Unit Value/Accumulation Credit Factor as of the withdrawal date. For the Variable Subaccounts, this example, we assumeis calculated as 1,012.09 - ($10,687.67 / $10.56) which equals 0.00. For the S&P 500 Secure Risk Control Account, this is calculated as 5,940.59 - ($63,748.72 / $10.731042) which equals 0.00. For the S&P 500 Growth Risk Control Account, this is calculated as 3,902.44 - ($46,499.19 / $11.915414) which equals 0.00.

(11)

Following the surrender takes place on the first day of the second Contract, Year.there is no Contract Value remaining because there are no Accumulation Units or Accumulation Credits remaining.


APPENDIX C: STATE VARIATIONS

The following information is a summary of the states where certain features or benefits of the MEMBERS® Horizon II Flexible Premium Deferred Variable and Index Linked 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® Horizon II features or benefits vary:

StateUponFeature or BenefitVariation
ArizonaSee “Right to Examine” under “Getting Started – The Accumulation Period”If your age as of the Contract Anniversary, we calculateIssue Date is at least 65 years old, you must return your Contract within 30 days of receipt.
California

See “Owner” under “Getting Started – The Accumulation Period”

See “Right to Examine” under “Getting Started – The Accumulation Period”

See “Waiver of Surrender Charges” under “Fees and apply Credited Index InterestExpenses”

The Owner has the right to each Risk Control Account. The Automatic Rebalancing Program then transfers Contract Value betweenassign the Risk Control Accounts in accordance withContract.

If the Owner’s most recently communicated allocation instructions. First, we determine Credited Index Interest and Contract Value for each Risk Control Account on the Contract Anniversary. With respect to the Secure Account, because the Unadjusted Index Value is less than the Initial Index Value multiplied by the sum of 1 + the Index Interest Rate Floor, no Credited Index Interest would be credited to Contract Value held in the Secure Account ($75,000). With respect to the Growth Account, because the Unadjusted Index Value is greater than the Initial Index Value multiplied by the sum of 1 + Index Interest Rate Floor and the Unadjusted Index Value is less than the Initial Index Value multiplied by the sum of 1 + Index Interest Rate Cap, we would apply Credited Index Interest to Contract Value held in the Growth Account ($25,000). Because the Unadjusted Index Value is less than the Initial Index Value, we will credit negative Credited Index Interest toPurchase Payments exceed the Contract Value, held in the Growth Account.refund will be your Purchase Payments less withdrawals if your age as of the Contract Issue Date is at least 60 years old and you only allocated your Purchase Payments to the money market fund option.

If your age as of the Contract Issue Date is at least 60 years old, you must return your Contract within 30 days of receipt.

“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 negative Credited Index Interest we will credit equalsFacility Care or Home Care and Terminal Illness waivers apply to full surrenders only, not partial withdrawals.

Connecticut

See “Right to Examine” under “Getting Started – The Accumulation Period”

See “Waiver of Surrender Charges” under “Fees and Expenses”

If the Purchase Payments exceed the Contract Value, held in the Growth Account ($25,000) multiplied byrefund will be your Purchase Payments less withdrawals.

You must return your Contract within 10 days of receipt, including replacement contracts.

There is a one-year wait before the Unadjusted Index Value (950) divided by Initial Index Value (1,000) minus 1waiver of surrender charge provisions may be exercised.

Delaware

See “Right to Examine” under “Getting Started – The Accumulation Period”

You must return your Contract within 10 days of receipt (20 days if it is a replacement contract).

StateFeature or -$1,250.00. We then applyBenefitVariation
Florida

See “Owner” under “Getting Started – The Accumulation Period”

See “Right to Examine” under “Getting Started – The Accumulation Period”

See “Payout Date” under “Income Payments – The Payout Period”

The Owner has the negative Credited Index Interest (-$1,250.00)right to assign the Contract.

You must return your Contract within 21 days of receipt (30 days if it is a replacement contract).

The requested Payout Date must be at least one year after the Contract Issue Date.

GeorgiaSee “Right to Examine” under “Getting Started – The Accumulation Period”If the Purchase Payments exceed the Contract Value, in the Growth Account ($25,000)refund will be your Purchase Payments less withdrawals.
HawaiiSee “Right to determineExamine” under “Getting Started – The Accumulation Period”If the Purchase Payments exceed the Contract Value, in the Growth Account onrefund will be your Purchase Payments less withdrawals if the Contract Anniversary ($23,750).source of your initial Purchase Payments was new money, not a replacement.
IllinoisSee definition of Terminally Ill and Terminal Illness in “Glossary”Terminally Ill, Terminal Illness – A life expectancy of 24 months or less due to any illness or accident.
Idaho
See “Right to Examine” under “Getting Started – The Accumulation Period”
The Automatic Rebalancing Program then transfers Contract Value between

If the Risk Control Accounts as noted in the chart below:

Before Rebalancing:        
 Risk Control Account  Account Value Percentage
 Secure  $75,000.00 75.95%   
 Growth  $23,750.00 24.05%   
     
 Contract Value  $98,750.00 100.00%   
          
After Rebalancing:        
 Risk Control Account  Account Value Percentage
 Secure  $74,062.50 75.00% (-$937.50) 
 Growth  $24,687.50 25.00% (+$937.50) 
     
 Contract Value  $98,750.00 100.00%   

Second, we determine the free annual withdrawal amount available in connection with a full surrender from each Risk Control Account at the time of surrender. We determine the free annual withdrawal amount for each Risk Control Account on a proportional basis based onPurchase Payments exceed the Contract Value, held in each Risk Control Account.the refund will be your Purchase Payments less withdrawals.

You must return your Contract within 20 days of receipt, including replacement contracts. 

IndianaSee “Right to Examine” under “Getting Started – The free annual withdrawal amount is equal to 10% ofAccumulation Period”

If the Purchase Payments exceed the Contract Value, at the beginningrefund will be your Purchase Payments less withdrawals if the source of theyour initial Purchase Payments was a replacement, not new money.

You must return your Contract Year ($98,750.00) or $9,875.00. We determine the portionwithin 10 days 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 ($74,062.50) by the sum of the Secure Account Value

A-9


($74,062.50) and the Growth Account Value ($24,687.50)receipt (20 days if it is a replacement contract)The result is then multiplied by the free annual withdrawal amount $9,875.00) to determine the free annual withdrawal amount available from the Secure Account ($7,406.25) in connection with the surrender of the Contract.

KansasSee definition of Terminally Ill and Terminal Illness in “Glossary”Terminally Ill, Terminal Illness – A life expectancy of 24 months or less due to any illness or accident.
LouisianaWe followSee “Right to Examine” under “Getting Started – The Accumulation Period”If the same steps in determining the free annual withdrawal amount available from the Growth Account at the time of surrender. 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 ($24,687.50) by the sum of the Secure Account Value ($74,062.50) and the Growth Account Value ($24,687.50). The result is then multiplied by the free annual withdrawal amount $9,875.00) to determine the free annual withdrawal amount available from the Growth Account ($2,468.75).
Third, we determine the amount of the 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 fromPurchase Payments exceed the Contract Value, in the Risk Control Account. Forrefund will be your Purchase Payments less withdrawals if the Secure Account, the Secure Account Value ($74,062.50) minus the portionsource of free annual withdrawal amount available from the Secure Account in connection with the surrender ($7,406.25) equals $66,656.25. For the Growth Account, the Growth Account Value ($24,687.50) minus the portion of free annual withdrawal amount available from the Growth Account in connection with the surrender ($2,468.75) equals $22,218.75.your initial Purchase Payments was new money, not a replacement.

StateFeature or BenefitVariation
Maryland
See “Right to Examine” under “Getting Started – The Accumulation Period”
Fourth, we determineIf the amount of the Surrender Charge that would be deducted fromPurchase Payments exceed the Contract Value, the refund will be your Purchase Payments less withdrawals if the source of your initial Purchase Payments was new money, not a replacement.
Massachusetts

See definition of Terminally Ill and Terminal Illness in each Risk Control Account. We do this by multiplying“Glossary”

See “Right to Examine” under “Getting Started – The Accumulation Period”

See “Waiver of Surrender Charges” under “Fees and Expenses”

See “Terms of Income Payments” under “Income Payments – The Payout Period”

See “Misstatement of Age or Gender” under “Other Information”

Terminally Ill, Terminal Illness – A life expectancy of 24 months or less due to any illness or accident.

If the amount ofPurchase Payments exceed the Contract Value, that maythe refund will be subjectyour Purchase Payments less withdrawals.

You must return your Contract within 10 days of receipt (20 days if it is a replacement contract).

There is no Nursing Home or Hospital waiver. The Terminal Illness waiver applies to a Surrender Charge byfull surrenders only, not partial withdrawals.

Income Options are not based on gender. The amount of each payment depends on all the applicable Surrender Charge percentageitems listed other than gender.

Income Options are not based on gender. Only proof of age is required for each Risk Control Account. For the Secure Account, the Secure Account Value subject to a Surrender Charge ($66,656.25) multiplied by the Surrender Charge percentage (9%) equals $5,999.06. For the Growth Account, the Growth Account Value subject to a Surrender Charge ($22,218.75) multiplied by the Surrender Charge percentage (9%) equals $1,999.69. The total Surrender Charge deducted in connection with the surrendermisstatement; proof of the Contract equals $7,998.75 ($5,999.06 plus $1,999.69).gender is not.

Minnesota
See “Right to Examine” under “Getting Started – The Accumulation Period”
Fifth, we determineIf the MVA that would be applied toPurchase Payments exceed the Contract Value, in each Risk Control Account. For each Risk Control Account, we do this by dividing the amountrefund will be your Purchase Payments less withdrawals if the source of your initial Purchase Payments was a replacement, not new money.
MississippiSee “Right to Examine” under “Getting Started – The Accumulation Period”If the Purchase Payments exceed the Contract Value, that maythe refund will be subject to an MVA byyour Purchase Payments less withdrawals if the sumsource 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 -0.0821.) For the Secure Account, we would divide $66,656.25 by 1.00 then multiply the result by -0.0821 which equalsyour initial Purchase Payments was new money, not a negative MVA of $5,475.42. For the Growth Account, we would divide $22,218.75 by 1.00 then multiply the result by -0.0821 which equals a negative MVA of $1,825.14. The total MVA applied in connection with the surrender of the Contract is a negative MVA of $7,300.56 ($5,475.42 plus $1,825.14).replacement.
Montana

See “Terms of Income Payments” under “Income Payments – The Payout Period”

See “Misstatement of Age or Gender” under “Other Information”

Income Options are not based on gender. The amount of each payment depends on all the items listed other than gender.

Income Options are not based on gender. Only proof of age is required for misstatement; proof of gender is not.

NebraskaSee “Right to Examine” under “Getting Started – The net amount paidAccumulation Period”If the Owner from the surrender of the Contract from each Risk Control Account equalsPurchase Payments exceed the Contract Value, in the Risk Control Accountrefund will be your Purchase Payments less withdrawals if the Surrender Charge andsource of your initial Purchase Payments was new money, not a replacement.
NevadaSee “Right to Examine” under “Getting Started – The Accumulation Period”If the MVA. For the Secure Account, that equals $74,062.50 - $5,999.06 - $5,475.42 or $62,588.02. For the Growth Account, that equals $24,687.50 - $1,999.69 - $1,825.14 or $20,862.67. The total net amount paid the Owner from the surrender ofPurchase Payments exceed the Contract Value, the refund will be your Purchase Payments less withdrawals.

StateFeature or BenefitVariation
New Jersey

See “Purchase Payment” under “Allocating Your Purchase Payment”

See “Waiver of Surrender Charges” under “Fees and Expenses”

We reserve the right, in our sole discretion, to refuse additional Purchase Payments. This refusal cannot be before the 5th Contract Anniversary.

There is $83,450.69 ($62,588.02 plus $20,862.67). Followingno Terminal Illness waiver.

New HampshireSee “Right to Examine” under “Getting Started – The Accumulation Period”If the surrender ofPurchase Payments exceed the Contract there wouldValue, the refund will be noyour Purchase Payments less withdrawals if the source of your initial Purchase Payments was new money, not a replacement.
North CarolinaSee “Right to Examine” under “Getting Started – The Accumulation Period”If the Purchase Payments exceed the Contract Value, remainingthe refund will be your Purchase Payments less withdrawals if the source of your initial Purchase Payments was new money, not a replacement.
North DakotaSee “Right to Examine” under “Getting Started – The Accumulation Period”You must return your Contract within 20 days of receipt (30 days if it is a replacement contract).
OklahomaSee “Right to Examine” under “Getting Started – The Accumulation Period”

If the Purchase Payments exceed the Contract Value, the refund will be your Purchase Payments less withdrawals.

You must return your Contract within 10 days of receipt (20 days if it is a replacement contract).

Pennsylvania

See “Right to Examine” under “Getting Started – The Accumulation Period”

See “Waiver of Surrender Charges” under “Fees and Expenses”

You must return your Contract within 10 days of receipt (30 days if it is an external replacement contract and 45 days if it is an internal replacement contract).

“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.

Rhode IslandSee “Right to Examine” under “Getting Started – The Accumulation Period”

If the Purchase Payments exceed the Contract Value, the refund will be your Purchase Payments less withdrawals if the source of your initial Purchase Payments was new money, not a replacement.

You must return your Contract within 20 days of receipt (30 days if it is a replacement contract).


StateFeature or BenefitVariation
South CarolinaSee “Right to Examine” under “Getting Started – The Accumulation Period”If the Purchase Payments exceed the Contract Value, the refund will be your Purchase Payments less withdrawals if the source of your initial Purchase Payments was new money, not a replacement.
TennesseeSee “Right to Examine” under “Getting Started – The Accumulation Period”If the Purchase Payments exceed the Contract Value, the refund will be your Purchase Payments less withdrawals if the source of your initial Purchase Payments was a replacement, not new money.
Texas

See “Owner” under “Getting Started – The Accumulation Period”

See “Right to Examine” under “Getting Started – The Accumulation Period”

See “Waiver of Surrender Charges” under “Fees and Expenses”

The Owner has the right to assign the Contract.

You must return your Contract within 20 days of receipt (30 days if it is a replacement contract).

“Terminal Illness” is replaced with “Terminal Disability”.

Utah

See “Owner” under “Getting Started – The Accumulation Period”

See “Right to Examine” under “Getting Started – The Accumulation Period”

The Owner has the right to assign the Contract.

If the Purchase Payments exceed the Contract Value, the refund will be your Purchase Payments less withdrawals.

VermontSee “Right to Examine” under “Getting Started – The Accumulation Period”If the Purchase Payments exceed the Contract Value, the refund will be your Purchase Payments less withdrawals if the source of your initial Purchase Payments was new money, not a replacement.
Washington

See “Right to Examine” under “Getting Started – The Accumulation Period”

See “Waiver of Surrender Charges” under “Fees and Expenses”

If the Purchase Payments exceed the Contract Value, the refund will be your Purchase Payments less withdrawals.

You must return your Contract within 10 days of receipt (20 days if it is a replacement contract).

The life expectancy to utilize the Terminal Illness waiver is 24 months. 

WisconsinSee “Owner” under “Getting Started – The Accumulation Period”The Owner has the right to assign the Contract.

A-10


MEMBERS Life Insurance Company
2000 Heritage Way
Waverly, IA 50677
1-800-798-5500

C-5

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, 2022, relating to the variable annuity portion of the Contract, is part of a registration statement filed on Form N-4. The SAI contains additional information about MEMBERS Life Insurance Company, the MEMBERS Horizon Variable Separate Account, 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 aboutMEMBERS Life Insurance Company and the MEMBERS Horizon Variable Separate Account, including the SAI, may be obtained from the Commission’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 Commission at publicinfo@sec.gov.

Dealer Prospectus Delivery Obligations

All dealers that effect transactions in these securities are required to deliver a Prospectus.


C000205472

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.  Other Expenses of Issuance and Distribution.*

The expenses for the issuance and distribution of the Contracts,securities offered by this Registration Statement, other than any underwriting discounts and commissions, are as follows:
[to be updated by amendment filing]

Securities and Exchange Commission Registration Fees $100,700 
Printing and engraving $116,023 
Accounting fees and expenses $102,822 
Legal fees and expenses $22,000 
Miscellaneous $7,000 
    
TOTAL EXPENSES $348,545 


Securities and Exchange Commission Registration Fees $93 
Printing and engraving $120,000 
Accounting fees and expenses $46,235 
Legal fees and expenses $40,000 
Miscellaneous $12,000 
TOTAL EXPENSES $218,328 

*  Estimated.

Item 14.   Indemnification of Directors and Officers.

Section 490.202 of the Iowa Business Corporation Act (the “IBCA”), provides that a corporation’s articles of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for any action taken, or failure to take action, as a director, except liability for (1) the amount of a financial benefit received by a director to which the director is not entitled, (2) an intentional infliction of harm on theMEMBERS Life Insurance Company (the “Registrant,” “we,” “our,” or “us”) or the shareholders, (3) a violation of Section 490.833 of the IBCA or (4) an intentional violation of criminal law.

Further, Section 490.851 of the IBCA provides that a corporation may indemnify its directors who may be party to a proceeding against liability incurred in the proceeding by reason of such person serving in the capacity of director, if such person has acted in good faith and in a manner reasonably believed by the individual to be in the best interests of the corporation, if the director was acting in an official capacity, and in all other cases that the individual’s conduct was at least not opposed to the best interests of the corporation, and in any criminal proceeding if such person had no reasonable cause to believe the individual’s conduct was unlawful or the director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation. The indemnity provisions under Section 490.851 do not apply (i) in the case of actions brought by or in the right of the corporation except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct set forth above or (ii) in connection with any proceedings with respect to conduct for which the director was adjudged liable on the basis that the director received a financial benefit to which the director was not entitled, whether or not involving action in the director’s official capacity.

In addition, Section 490.852 of the IBCA provides mandatory indemnification of reasonable expenses incurred by a director who is wholly successful in defending any action in which the director was a party because the director is or was a director of the corporation. A director who is a party to a proceeding because the person is a director may also apply for court-ordered indemnification and advance of expenses under Section 490.854 of the IBCA.

Section 490.853 of the IBCA provides that a corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because such person is a director if the director delivers the following to the corporation: (1) a written affirmation that the director has met the standard of conduct described above or that the proceeding involved conduct for which liability has been eliminated under the corporation’s articles of incorporation and (2) the director’s written undertaking to repay any funds advanced if the director is not


entitled to mandatory indemnification under Section 490.852 of the IBCA and it is ultimately determined that the director has not met the standard of conduct described above.

Under Section 490.856 of the IBCA, a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because such person is an officer, to the same extent as a director. In addition, if the person is an officer but not a director, further indemnification may be provided by the corporation’s articles of incorporation or bylaws, a resolution of the board of directors or by contract, except liability for (1) a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding and (2) conduct that constitutes receipt by the officer of a financial benefit to which the officer is not entitled, an intentional infliction of harm on the corporation or the shareholders or an intentional violation of criminal law. Such indemnification is also available to an officer who is also a director if the basis on which the officer is made a party to a proceeding is an act taken or a failure to take action solely as an officer.

II-1 

Our Amended and Restated Articles of Incorporation provide that our directors will not be liable to us or our shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for (1) the amount of a financial benefit received by a director to which the director is not entitled, (2) an intentional infliction of harm on the CompanyRegistrant or the shareholders, (3) a violation of Section 490.833 of the IBCA or (4) an intentional violation of criminal law.

Our Amended and Restated Articles of Incorporation also provide that we indemnify each of our directors or officers for any action taken, or any failure to take any action, as a director or officer except liability for (1) the amount of a financial benefit received by a director to which the director is not entitled, (2) an intentional infliction of harm on the CompanyRegistrant or the shareholders, (3) a violation of Section 490.833 of the IBCA or (4) an intentional violation of criminal law. Additionally, the CompanyRegistrant is required to exercise all of its permissive powers as often as necessary to indemnify and advance expenses to its directors and officers to the fullest extent permitted by law.

Our Bylaws also provide indemnification to our directors on the same terms as the indemnification provided in our Amended and Restated Articles of Incorporation. Our Bylaws also provide for advances of expenses to our directors and officers. The indemnification provisions of our Bylaws are not exclusive of any other right which any person seeking indemnification may have or acquire under any statute, our Amended and Restated of Incorporation or any agreement, vote of stockholders or disinterested directors or otherwise.

Section 490.857 of the IBCA provides that a corporation may purchase and maintain insurance on behalf of a person who is a director or officer of a corporation, or who, while a director or officer of a corporation, serves at the corporation’s request as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other entity, against liability asserted against or incurred by that person in that capacity or arising from that person’s status as a director or officer, whether or not the corporation would have the power to indemnify or advance expenses to that person against the same liability under the IBCA. As permitted by and in accordance with Section 490.857 of the IBCA, we maintain insurance coverage for our officers and directors as well as insurance coverage to reimburse us for potential costs for indemnification of directors and officers.

Item 15. Recent Sales of Unregistered Securities

None.


Item 16. Exhibits.

(1)Exhibit Item NumberDescription(i)Incorporated by Reference toFiled Herewith
1(i)Amended and Restated Distribution Agreement dated June 11, 2013. Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1, filed June 12, 2013. (File No. 333-186477)
as of January 7, 2016 between MEMBERS Life Insurance Company (“MLIC”) and CUNA Brokerage Services, Inc. (“CBSI”)(ii)Selling Agreement. Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1, filed June 12, 2013. (File No. 333-186477)
(iii)Distribution Agreement dated September 9, 2013. Incorporated herein by reference to the initial filing of the Registration StatementMEMBERS Horizon Variable Separate Account on Form S-1,N-4, filed November 27, 2013.January 29, 2016 (File No. 333-192603)333-207276)
1(i)(a)(iv)Amended and Restated Distribution Agreement dated asExhibit A dated September 2018 between MLIC and CBSIIncorporated herein by reference to the Pre-Effective Amendment No. 1 filing of January 7, 2016. the MEMBERS Horizon Variable Separate Account on Form N-4 filed November 20, 2018 (File No. 333-226804)
1(ii)Form of Selling and Services AgreementIncorporated herein by reference to the initial filing of the Registration StatementRegistrant on Form N-4,S-1, filed January 29, 2016.April 6, 2016 (File No. 333-207276)
333-207222) 
(3)3(i)(i)Articles of Incorporation of MEMBERS Life Insurance Company. MLICIncorporated herein by reference to the initial filing of the MLIC Registration Statement on Form S-1, filed February 6, 2013.2013 (File No. 333-186477)

II-2 

Exhibit Item NumberDescriptionIncorporated by Reference toFiled Herewith
3(ii)(ii)Bylaws of MEMBERS Life Insurance Company. MLICIncorporated herein by reference to the initial filing of the MLIC Registration Statement on Form S-1, filed February 6, 2013.2013 (File No. 333-186477)
3(iii)(iii)Amended and Restated Bylaws. Bylaws of MLICIncorporated herein by reference to the initial filing of the Registration StatementMEMBERS Horizon Variable Separate Account on Form N-4, filed January 29, 2016.2016 (File No. 333-207276)
 
(4)4(i)(i)Forms of Contract. Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1, filed June 12, 2013. (File No. 333-186477)
(ii)Form of Application. Incorporated herein by reference to Pre-Effective AmendmentMEMBERS® Horizon II Flexible Premium Deferred Variable Annuity Contract (Money Market Holding Account) (Form No. 1 to the Registration Statement on Form S-1, filed June 12, 2013. (File No. 333-186477)
2018-VA)(iii)Form of Change of Annuitant Endorsement. Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1, filed June 12, 2013. (File No. 333-186477)
(iv)Form of Roth IRA Endorsement. Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1, filed June 12, 2013. (File No. 333-186477)
(v)Form of IRA Endorsement. Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1, filed June 12, 2013. (File No. 333-186477)
(vi)Form of Amendment to Application Endorsement. Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1, filed June 12, 2013. (File No. 333-186477)
(vii)Bailout Provision Rider. Incorporated herein by reference to Pre-Effective Amendment No. 2 to the Registration Statement on Form S-1, filed August 2, 2013. (File No. 333-186477)
(5)
Legality Opinion. (to be filed by amendment)
(10)Material Contracts
(i)Coinsurance Agreement dated October 31, 2012. Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1, filed June 12, 2013. (File No. 333-186477)
(ii)Coinsurance Agreement dated January 1, 2013. Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1, filed June 12, 2013. (File No. 333-186477)
(a)First Amendment to Coinsurance Agreement dated January 1, 2014. Incorporated herein by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form S-1, filed April 4, 2014. (File No. 333-192603)
(b)
Second Amendment to Coinsurance Agreement dated November 18, 2014. (filed herewith)
(c)
Third Amendment to Coinsurance Agreement dated March 24, 2015. (filed herewith)
(d)
Fourth Amendment to Coinsurance Agreement dated August 31, 2015. (filed herewith)
(e)
Fifth Amendment to Coinsurance Agreement dated December 18, 2015. (filed herewith)
(f)
Sixth Amendment to Coinsurance Agreement dated October 20, 2017. (filed herewith)

(iii)Cost Sharing Agreement. Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1, filed June 12, 2013. (File No. 333-186477)
(a)Expense Sharing Agreement dated December 31, 2013. Incorporated herein by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form S-1, filed April 4, 2014. (File No. 333-192603)
(b)Amended and Restated Expense Sharing Agreement dated January 1, 2015. Incorporated herein by reference to the initial filing of the Registration StatementMEMBERS Horizon Variable Separate Account on Form S-1,N-4, filed March 25, 2015.August 13, 2018 (File No. 333-202984).333-226804)
4(ii)Form of MEMBERS® Horizon II Flexible Premium Deferred Variable Annuity Contract (Fixed Holding Account) (Form No. 2018-VA-F)(iv)Investment Advisory Agreement. Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1, filed June 12, 2013. (File No. 333-186477)
(a) Amendment to Investment Advisory Agreement dated January 15, 2014. Incorporated herein by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form S-1, filed April 4, 2014. (File No. 333-192603)
(b) Amended and Restated Investment Advisory Agreement dated January 1, 2015. Incorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed August 13, 2018 (File No. 333-226804)
4(iii)Form of MEMBERS® Horizon II Flexible Premium Deferred Variable Annuity Data Page (Money Market Holding Account) (Form No. 2018-VADP)Incorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed August 13, 2018 (File No. 333-226804)
4(iv)Form of MEMBERS® Horizon II Flexible Premium Deferred Variable Annuity Data Page (Fixed Holding Account) (Form No. 2018-VADP-F)Incorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed August 13, 2018 (File No. 333-226804)
4(v)Form of Return of Purchase Payment Death Benefit Endorsement (Form No. 2018-VA-ROPEND)Incorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed August 13, 2018 (File No. 333-226804)
4(vi)Form of Individual Retirement Annuity EndorsementIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account Registration Statement on Form N-4, filed October 5, 2015 (File Nos.333-207276)
4(vii)Form of Roth Individual Retirement Annuity EndorsementIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account Registration Statement on Form N-4, filed October 5, 2015 (File Nos.333-207276)
4(viii)Form of MEMBERS® Horizons and MEMBERS Horizon II Individual Flexible Premium Deferred Variable Annuity ApplicationIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed August 13, 2018 (File No. 333-226804)
5Legal OpinionX

II-3 

Exhibit Item NumberDescriptionIncorporated by Reference toFiled Herewith
10(i)(a)Coinsurance Agreement dated as of October 31, 2012 between MLIC and CMFG Life Insurance Company (“CMFG Life”)Incorporated herein by reference to the filing of Pre-Effective Amendment No. 1 to the MLIC Registration Statement on Form S-1, filed June 12, 2013 (File No. 333-186477)
10(i)(b)Coinsurance Agreement dated as of January 1, 2013 between MLIC and CMFG LifeIncorporated herein by reference to the filing of Pre-Effective Amendment No. 1 to the MLIC Registration Statement on Form S-1, filed June 12, 2013 (File No. 333-186477)
10(i)(c)First Amendment to Coinsurance Agreement dated as of January 1, 2014 between MLIC and CMFG LifeIncorporated herein by reference to the filing of Post-Effective Amendment No. 1 to the MLIC Registration Statement on Form S-1, filed April 4, 2014 (File No. 333-186477)
10(i)(d)MEMBERS Horizon Coinsurance and Modified Coinsurance Agreement dated November 1, 2015 between MLIC and CMFG LifeIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed January 29, 2016 (File No. 333-207276)
10(i)(e)Second Amendment to Coinsurance Agreement dated as of October 15, 2018 MLIC and CMFG LifeIncorporated herein by reference to the initial filing of the MLIC Registration Statement on Form S-1, filed November 20, 2018 (File No. 333-228484)
10(i)(f)Amended and Restated Coinsurance and Modified Coinsurance Agreement dated January 1, 2019 between MLIC and CMFG LifeIncorporated herein by reference to the filing of Post-Effective Amendment No. 1 to the MLIC Registration Statement on Form S-1, filed April 17, 2020 (File No. 333-229015)
10(i)(g)Amended and Restated Coinsurance and Modified Coinsurance Agreement dated February 4, 2021 between MLIC and CMFG LifeX
10(i)(h)Second Amendment to Amended and Restated Coinsurance and Modified Coinsurance Agreement dated November 23, 2021 MLIC and CMFG LifeX
10(ii)(a)Cost Sharing AgreementIncorporated herein by reference to the filing of Pre-Effective Amendment No. 1 to the MLIC Registration Statement on Form S-1, filed June 12, 2013 (File No. 333-186477)
10(ii)(b)Expense Sharing Agreement dated as of December 31, 2013Incorporated herein by reference to the filing of Post-Effective Amendment No. 1 to the MLIC Registration Statement on Form S-1, filed April 4, 2014 (File No. 333-186477)
10(ii)(c)Amended and Restated Expense Sharing Agreement dated as of January 1, 2015Incorporated herein by reference to the filing of the MLIC Registration Statement on Form S-1, filed March 25, 2015.2015 (File No. 333-202984).
10(iii)(a)Investment Advisory AgreementIncorporated herein by reference to the filing of Pre-Effective Amendment No. 1 to the MLIC Registration Statement on Form S-1, filed June 12, 2013 (File No. 333-186477) 

II-4 

(v)Exhibit Item NumberDescriptionIncorporated by Reference toFiled Herewith
10(iii)(b)Amendment to Investment Advisory Agreement dated January 15, 2014Incorporated herein by reference to the filing of Post-Effective Amendment No. 1 to the MLIC Registration Statement on Form S-1, filed April 4, 2014 (File No. 333-186477) 
10(iii)(c)Amended and Restated Investment Advisory Agreement dated January 1, 2015Incorporated herein by reference to the filing of the MLIC Registration Statement on Form S-1, filed March 25, 2015 (File No. 333-202984)
10(iv)(a)Procurement and Disbursement and Billing and Collection Services Agreement. AgreementIncorporated herein by reference to the filing of Pre-Effective Amendment No. 1 to the MLIC Registration Statement on Form S-1, filed June 12, 2013.2013 (File No. 333-186477)
10(iv)(b)(a) Amendment to Procurement and Disbursement and Billing and Collection Services Agreement. AgreementIncorporated herein by reference to the filing of Post-Effective Amendment No. 1 to the MLIC Registration Statement on Form S-1, filed April 4, 2014.2014 (File No. 333-192603)333-186477)
10(iv)(c)(vi)CUNA Mutual Group Cost Sharing, Procurement, Disbursement, Billing and Collection Agreement dated as of January 1, 2015. 2015Incorporated herein by reference to the filing of the MLIC Registration Statement on Form S-1, filed April 6, 2015 (File No. 333-202984)
10(v)Amended and Restated Expense Sharing Agreement dated as of January 1, 2015Incorporated herein by reference to the Post-Effective Amendment No. 1 filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed March 31, 2017 (File No. 333-207276)
10(v)(a)Fund Participation and Service Agreement between American Funds Insurance Series and MLICIncorporated herein by reference to the initial filing of the Registration StatementMEMBERS Horizon Variable Separate Account on Form S-1,N-4, filed March 25, 2015.April 6, 2016 (File No. 333-202984).333-207276)
10(v)(a)iBusiness Agreement between American Funds Distributors, Inc., CBSI and MLIC(vii)Amended and Restated Expense Sharing Agreement dated January 1, 2015. Incorporated herein by reference to Post-Effective Amendment. Nothe initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276)
10(v)(a)iiAmerican Funds Rule 22c-2 Agreement between American Funds Service Company and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276)
10(v)(a)iiiAmendment No. 1 to Fund Participation and Service Agreement between American Funds Service Company and MLICIncorporated herein by reference to the Registration StatementPost-Effective Amendment No. 1 filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed March 31, 2017.2017 (File No. 333-207276).

(23)(i)
Consent of Ross D. Hansen. (See exhibit 5)
(ii)Consent of Deloitte & Touche LLP independent registered public accounting firm. [to be updated in amendment filing]
 

II-5 

(24)Exhibit Item NumberDescription
Powers of Attorney. Incorporated by Reference to
Filed Herewith
10(v)(b)Fund Participation Agreement between BlackRock Variable Series Funds, Inc. and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276)
10(v)(b)iAdministrative Services Agreement between BlackRock Advisors, LLC and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276)
10(v)(b)iiForm of Distribution Sub-Agreement between BlackRock Variable Series Funds, Inc. and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276)
10(v)(b)(iii)First Amendment to Administrative Services Agreement dated July 1, 2020 between BlackRock Advisors, LLC and MLICX
10(v)(c)Fund Participation Agreement between Columbia Funds Variable Insurance Trust I, Columbia Management Investment Advisors, LLC, Columbia Management Investment Distributors, Inc. and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276)
10(v)(c)iFund Participation Agreement between Columbia Funds Variable Insurance Trust II, Columbia Management Investment Advisors, LLC, Columbia Management Investment Distributors, Inc. and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276)
10(v)(c)iiFund Participation Agreement between Columbia Funds Variable Insurance Trust, Columbia Management Investment Advisors, LLC, Columbia Management Investment Distributors, Inc. and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276)
10(v)(c)iiiRevenue Sharing Agreement between Columbia Management Investment Distributors, Inc. and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276)
10(v)(c)ivFirst Amendment to the Fund Participation Agreement between Columbia Funds Variable Series Trust, Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc. and MLICIncorporated herein by reference to the Pre-Effective Amendment No. 1 of the MEMBERS Horizon Variable Separate Account on Form N-4, filed November 20, 2018 (File No. 333-226804)

II-6 

Exhibit Item NumberDescriptionIncorporated by Reference toFiled Herewith
10(v)(c)vFirst Amendment to the Fund Participation Agreement between Columbia Funds Variable Series Trust II, Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc. and MLICIncorporated herein by reference to the Pre-Effective Amendment No. 1 filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed November 20, 2018 (File No. 333-226804)
10(v)(c)viVariable Portfolio Administrative Services Agreement between Columbia Management Investment Services Corp. and CUNA Brokerage Services, Inc.Incorporated herein by reference to the Pre-Effective Amendment No. 1 filing of the Registrant on Form S-1, filed April 18, 2019 (File No. 333-228962)
10(v)(d)Participation Agreement between DFA Investment Dimensions Group Inc. and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed January 29, 2016 (File No. 333-207276)
10(v)(d)(i)Amendment 1 to Participation Agreement between DFA Investment Dimensions Group Inc. and MLIC dated January 1, 2022X
10(v)(e)Fund Participation Agreement between The Dreyfus Corporation and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276)
10(v)(e)(i)First Amendment to Fund Participation Agreement between the Dreyfus Corporation and MLICIncorporated herein by reference to the Post-Effective Amendment No. 1 tofiling of the Registration StatementMEMBERS Horizon Variable Separate Account on Form S-1,N-4, filed March 31, 2017.2017 (File No. 333-210491)
William Karls –(filed herewith)
333-207276) 
101.INS XBRL Instance Document. [to be updated in amendment filing]
10(v)(e)iiAdministrative Services Agreement between The Dreyfus Corporation and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276) 
101.SCH XBRL Taxonomy Extension Schema ([10(v)(e)iii
Distribution Letter Agreement between MBSC Securities Corporation (The Dreyfus Corporation) and MLICIncorporated herein by reference to be updated in amendment filing]
the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276) 
101.CAL XBRL Taxonomy Extension Calculation Linkbase [to be updated in amendment filing]
10(v)(f)Participation Agreement between Franklin Templeton Variable Insurance Products Trust and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed January 29, 2016 (File No. 333-207276) 
101.DEF XBRL Taxonomy Definition Linkbase [to be updated in amendment filing]10(v)(f)i
Amendment No. 1 to Participation Agreement between Franklin Templeton Variable Insurance Products Trust and MLIC X

II-7 

Exhibit Item NumberDescriptionIncorporated by Reference toFiled Herewith
10(v)(f)iiAdministrative Services Agreement between Franklin Templeton Variable Insurance Products Trust and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed January 29, 2016 (File No. 333-207276) 
101.LAB XBRL Taxonomy Extension Label Linkbase [to be updated in amendment filing]
10(v)(f)iiiShareholder Information Agreement between Franklin Templeton Variable Insurance Products Trust and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed January 29, 2016 (File No. 333-207276) 
101.PRE XBRL Taxonomy Extension Presentation Linkbase [to be updated in amendment filing]10(v)(f)ivAmendment No. 2 to Participation Agreement between Franklin Templeton Variable Insurance Products Trust and MLICX
10(v)(g)Participation Agreement between Goldman Sachs Variable Insurance Trust, Goldman Sachs & Co. and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276)
10(v)(g)iAmendment #1 to Participation Agreement between Goldman Sachs Variable Insurance Trust and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276)
10(v)(g)iiService Class Services Agreement between Goldman Sachs Variable Insurance Trust and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276)
10(v)(g)iiiAdministrative Services Agreement between Goldman Sachs Asset Management, L.P. and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276)
10(v)(g)ivShareholder Information Agreement between Goldman Sachs & Co and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276)
10(v)(g)vAmendment #2 to Participation Agreement between Goldman Sachs Variable Insurance Trust and MLICIncorporated herein by reference to the Post-Effective Amendment No. 1 filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed March 31, 2017 (File No. 333-207276)
10(v)(h)Participation Agreement between AIM Variable Insurance Funds(Invesco Variable Insurance Funds), Invesco Distributors, Inc., CBSI and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276)

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Exhibit Item NumberDescriptionIncorporated by Reference toFiled Herewith
10(v)(h)iAdministrative Services Agreement between AIM Variable Insurance Funds(Invesco Variable Insurance Funds) and MLICX
10(v)(h)iiDistribution Services Agreement between AIM Variable Insurance Funds(Invesco Variable Insurance Funds) and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276)
10(v)(h)iiiAmendment No. 1 to Administrative Services Agreement between AIM Variable Insurance Funds(Invesco Variable Insurance Funds) and MLICIncorporated herein by reference to the Post-Effective Amendment No. 1 filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed March 31, 2017 (File No. 333-207276)
10(v)(i)Fund Participation Agreement between Lazard Retirement Series, Inc., Lazard Asset Management Securities LLC and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276)
10(v)(i)iServicing Agreement between Lazard Retirement Series, Inc. and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276)
10(v)(i)iiAmendment 1 to Fund Participation Agreement between Lazard Retirement Series, Inc., Lazard Asset Management Securities LLC and MLIC dated January 31, 2022X
10(v)(j)Participation Agreement between MFS Variable Insurance Trust, MFS Variable Insurance Trust II, MFS Variable Insurance Trust III, MFS Fund Distributors, Inc. and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276)
10(v)(j)iFund/Serv and Networking Supplement to Participation Agreement between MFS Variable Insurance Trust and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276)
10(v)(j)iiFee Letter Agreement between MFS Variable Insurance Trust and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276)

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Exhibit Item NumberDescriptionIncorporated by Reference toFiled Herewith
10(v)(k)Participation Agreement between Morgan Stanley and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed January 29, 2016 (File No. 333-207276)

10(v)(k)iServicing Agreement between Morgan Stanley and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed January 29, 2016 (File No. 333-207276)
10(v)(k)iiLetter Agreement between Morgan Stanley and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed January 29, 2016 (File No. 333-207276)
10(v)(k)iiiAdministrative Service Agreement between Morgan Stanley and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed January 29, 2016 (File No. 333-207276)
10(v)(k)ivAmendment to Participation Agreement between Morgan Stanley and MLICIncorporated herein by reference to the Pre-Effective Amendment No. 1 of the MEMBERS Horizon Variable Separate Account on Form N-4, filed November 20, 2018 (File No. 333-226804)
10(v)(l)Participation Agreement between Oppenheimer Variable Account Funds and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed January 29, 2016 (File No. 333-207276)
10(v)(l)iShareholder Information Agreement between OppenheimerFunds Distributor, Inc. and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed January 29, 2016 (File No. 333-207276)
10(v)(m)Participation Agreement between PIMCO Variable Insurance Trust, PIMCO Equity Series, VIT, PIMCO Investments LLC and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276)

10(v)(n)Fund Participation Agreement between Northern Lights Variable Trust and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed January 29, 2016 (File No. 333-207276)

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Exhibit Item NumberDescriptionIncorporated by Reference toFiled Herewith
10(v)(n)iFund/Serv Agreement between Northern Lights Distributors, LLC and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed January 29, 2016 (File No. 333-207276)
10(v)(n)iiDistribution and Shareholder Services Agreement between Northern Lights Variable Trust and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed January 29, 2016 (File No. 333-207276)
10(v)(o)Participation Agreement between T Rowe Price Equity Series, Inc. and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed January 29, 2016 (File No. 333-207276)
10(v)(o)iRule 22c-2 Agreement between T Rowe Price Equity Series, Inc. and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed January 29, 2016 (File No. 333-207276)
10(v)(o)ii12b-1 Agreement between T. Rowe Price Investment Services, Inc. and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed January 29, 2016 (File No. 333-207276)
10(v)(o)iiiLetter Agreement between T. Rowe Price Associates and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed January 29, 2016 (File No. 333-207276)
10(v)(p)Participation Agreement between Vanguard Variable Insurance Fund, The Vanguard Group, Inc., Vanguard Marketing Corporation and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276)
10(v)(p)iDefined Contribution Clearance & Settlement Agreement between The Vanguard Group and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed April 6, 2016 (File No. 333-207276)
10(v)(p)(ii)Amendment to Participation Agreement between Vanguard Variable Insurance Fund, the Vanguard Group, Inc., Vanguard Marketing Corporation and MLICIncorporated herein by reference to the Pre-Effective Amendment 1 filing of the MLIC Registration Statement, filed April 18, 2019 (File No. 333-228962)

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Exhibit Item NumberDescriptionIncorporated by Reference toFiled Herewith
10(v)(q)Participation Agreement between Putnam Variable Trust and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed January 29, 2016 (File No. 333-207276)
10(v)(q)iRule 22c-2 Agreement between Putnam Variable Trust and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed January 29, 2016 (File No. 333-207276)
10(v)(q)iiMarketing and Administrative Services Agreement between T Rowe and MLICIncorporated herein by reference to the initial filing of the MEMBERS Horizon Variable Separate Account on Form N-4, filed January 29, 2016 (File No. 333-207276)
23(i)Consent of Legal CounselSee Exhibit 5
23(ii)Consent of Independent AuditorX
24Powers of AttorneyX
107Calculation of Filing Fee TableX

Item 17. Undertakings.

(A) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statementRegistration Statement or any material change to such information in the registration statement.Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statementRegistration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statementRegistration Statement relating to an offering, other than registration statementsRegistration Statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statementRegistration Statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statementRegistration Statement or prospectus that is part of the registration statementRegistration Statement or made in a document incorporated or deemed incorporated by reference into the registration statementRegistration Statement or prospectus that is part of the registration statementRegistration Statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statementRegistration Statement or prospectus that was part of the registration statementRegistration Statement or made in any such document immediately prior to such date of first use.

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(5) That, for the purpose of determining liability of the registrantRegistrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrantRegistrant undertakes that in a primary offering of securities of the undersigned registrantRegistrant pursuant to this registration statement,Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrantRegistrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)Any preliminary prospectus or prospectus of the undersigned registrantRegistrant relating to the offering required to be filed pursuant to Rule 424;

(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrantRegistrant or used or referred to by the undersigned registrant;Registrant;

(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrantRegistrant or its securities provided by or on behalf of the undersigned registrant;Registrant; and

(iv)Any other communication that is an offer in the offering made by the undersigned registrantRegistrant to the purchaser.

(B) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the


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


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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, MEMBERS Life Insurance Company has duly caused this registration statementRegistration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Madison, and State of Wisconsin on the 20as of this 5 day of December, 2017.April, 2022.

 MEMBERS Life Insurance Company
   
 By: /s//s/David L. Sweitzer
  
David L. Sweitzer, President

*

Pursuant to the requirements of the Securities Act of 1933, this registration statementRegistration Statement has been signed below by the following persons on March 31, 2017 in the capacities indicated.

**Pursuant to the requirementsand as of the Securities Act of 1933, the registration statement has been signed below by the following person on December 20, 2017 in the capacities indicated.dates indicated:

Name Title Date
*    
* President/President and Director (Principal Executive Officer) December 20, 2017April 5, 2022
David L. Sweitzer

*
    
* 

Treasurer (Principal Financial & Accounting Officer)  

 December 20, 2017

April 5, 2022

Brian J. Borakove

*

    
* Director December 20, 2017April 5, 2022

Michael F. Anderson

*

DirectorDecember 20, 2017
Michael T. Defnet

**
DirectorDecember 20, 2017
William A. Karls

*
DirectorDecember 20, 2017
Steven R. Suleski

    
     
*DirectorApril 5, 2022

Abigail R. Rodriguez

    
* By:  /s/Ross D. Hansen
          Ross D. Hansen
 As Attorney-in-Fact
pursuant to
powers of attorney
*DirectorApril 5, 2022

William A. Karls

*DirectorApril 5, 2022

Paul D. Barbato

  

Exhibit List

*By:/s/Jennifer Kraus-Florin
Jennifer Kraus-Florin

10(ii)(b) Second Amendment*Pursuant to Coinsurance Agreement dated November 18, 2014.

10(ii)(c) Third Amendment to Coinsurance Agreement dated March 24, 2015.

10(ii)(d) Fourth Amendment to Coinsurance Agreement dated August 31, 2015.

10(ii)(e) Fifth Amendment to Coinsurance Agreement dated December 18, 2015.

10(ii)(f) Sixth Amendment to Coinsurance Agreement dated October 20, 2017.

(24) Power of Attorney - William Karlsdated April 5, 2022, herewith Powers of Attorney to be filed as exhibits to this initial filing.

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