As filed with the Securities and Exchange Commission on April 14, 2023

Registration No. 333-268806

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 1 TO

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 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)

IOWA

631139-1236386

(State or other jurisdiction of

incorporation or organization)

6311 

(Primary Standard Industrial

(I.R.S. Employer
incorporation or organization)

Classification Code Number)

39-1236386 

(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

(319) 352-4090

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

of registrant’s principal executive offices)

Britney Schnathorst, 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

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

If any of the securities being registered on this Form are 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 registrant 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 filer o
    
 Non-accelerated filer x Smaller reporting companyo
    
   Emerging Growth Company o


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 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) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


MEMBERS® ZoneTruStage™ ZoneChoice Annuity

Issued by:

Issued by:
MEMBERS Life Insurance Company

2000 Heritage Way

Waverly, Iowa 50677

Telephone number: 800-798-5500

Offered Through: CUNA Brokerage Services, Inc.

DATED MAY 1, 2023

This Prospectus describes the MEMBERS® ZoneTruStage™ ZoneChoice Annuity (formerly known as CUNA Mutual Group ZoneChoice™ Annuity), an individual or joint owned, single premium deferred index annuity contract (the “Contract”) with index-linked interest options issued by MEMBERS Life Insurance Company (the “Company”, “we”, “us”, or “our”). The Contract is designed for individuals, corporations, financial institutions, trusts, and certain retirement plans that qualify for special federal income tax treatment, as well as those that do not qualify for such treatment. The Contract offers you the ability to allocate your monies among two interest crediting options, accumulate interest earnings under the Contract and receive income payments. The Contract is not an investment in the stock market or in any securities index.Company.

You may purchase the Contract with a single Purchase Payment that isof at least $5,000. You may allocatenot make additional Purchase Payments. The Contract is a complex insurance and investment vehicle. You should speak with a financial professional about the Contract’s features, benefits, risks, and fees, and whether it is appropriate for you based upon your Purchase Payment among two options – the Secure Accountfinancial situation and the Growth Account (the “Riskobjectives.

The Contract offers index-linked Allocation Options (“Risk Control Accounts”) and a guaranteed interest rate Allocation Option (“Declared Rate Account”) for accumulation and long-term investment purposes. The Contract also offers a death benefit and standard annuity features, including multiple fixed annuitization options (“Payout Options”).

We credit interest daily to the Declared Rate Account based on a fixed annual interest rate that is guaranteed for each one-year Interest Term. The Declared Interest Rate will never be below the Minimum Interest Rate.

For each the Risk Control Account,Accounts, we offer one-year Interest Terms and six-year Interest Terms. We credit interest to the Risk Control Accounts based in part on the performance of an external Index by comparing the change in the Index from the first day of the Interest Term to the last day of the Interest Term (“Index Return”). We currently offer two reference indices: the S&P 500 Price Return Index (the “Index”(“S&P 500”) overand the Barclays Risk Balanced Index (“Barclays Risk Balanced”). It is possible that we will credit negative interest to the Risk Control Accounts.

Each Risk Control Account has a Crediting Strategy. Risk Control Accounts with one-year period. We hold reserves for Index Interest RateTerms have a Crediting Strategy of a Floor and Cap, guarantees for amounts allocated to eachand Risk Control Account inAccounts with six-year Interest Terms have a separate account (the “Separate Account”). Our General Account assets areCrediting Strategy of a Buffer and Participation Rate. These features may provide protection by limiting the amount of negative interest credited to you, but they also availablemay limit the amount of positive interest credited to meetyou. You may receive only a portion of any positive Index performance.

The Cap is the maximum amount of positive interest that we will credit you. For example, if the Index Return is 10% and the Cap is 5%, your interest will be limited to 5%. Generally, the Cap varies according to the level of risk you accept in choosing a Floor; the Cap is highest for the -10% Floor (allowing potentially greater increases and decreases) and lowest for the 0% Floor (limiting the amount of potential increases and decreases). We reset the Caps at the start of each Interest Term, but no Cap will be lower than 1.0%.

The Participation Rate is the percentage of any positive Index Return that we will credit you. A Participation Rate may limit the amount of interest you receive. For example, if the Index Return is 10% and the Participation Rate is 80%, you would be credited 8% (80% of 10%). We reset the Participation Rate at the start of each Interest Term, but the Participation Rate will never be lower than 10%.

The Floor is the maximum amount of negative interest that we will credit you. Any negative Index Return will reduce your Risk Control Account Value by up to the amount of the Floor you elected. For example, if you elect a Floor of 0%, a negative Index Return will not reduce your Risk Control Account Value. If you elect a Floor of -10% and the Index Return is -15%, we will credit you -10% (decreasing your Risk Control Account value by 10%). We currently offer eleven Floor options which provide different levels of protection: 0%, -1%, -2%, -3%, -4%, -5%, -6%, -7%, -8%, -9%, and -10%. An Allocation Option with a Floor of 0% will always be available. With the Floor, there is a risk of loss of principal and previously credited interest of up to 10% (with a Floor of -10%) if there is negative Index performance.

The Buffer is the maximum amount of negative interest we will not credit to you, while we will credit you any additional negative interest that exceeds the Buffer. For example, if the Buffer is -10% and the Index Return is -5%, we will credit you 0% (your Risk Control Account value will not increase or decrease). If the Buffer is -10% and the Index Return is -15%, we will credit you -5% (decreasing your Risk Control Account value by 5%).We currently offer one Buffer option, -10%. We may not always offer Allocation Options with Buffers, but if we do, a Buffer of -10% or more will be available (limiting your losses due to negative Index Return to 90%). With the Buffer, there is a risk of loss of principal and previously credited interest of up to 90% (if there is a negative Index Return of 100% over the Interest Term).

This Contract may not be suitable for investors who plan to take withdrawals or surrender the guaranteesContract. The Surrender Charge, Equity Adjustment, Interest Adjustment, federal income taxes, and proportionate withdrawal calculations could significantly reduce the values under the Contract as well as our other general obligations.and the amount you receive from any payments. It is possible in extreme circumstances to lose up to 100% of your principal and previously credited interest due to the following:

If you take a withdrawal or surrender your Contract in the first six years, you may pay a Surrender Charge of up to 9% of the amount withdrawn. Federal income taxes and penalties may also apply.

If you take a withdrawal, surrender your Contract, die, or begin Income Payout Options on any day other than every sixth Contract Anniversary, we will apply an Interest Adjustment (which may be positive or negative) to the payment amount. A negative Interest Adjustment could significantly decrease the amount you receive from a surrender, partial withdrawal, Death Benefit payment, or income payment.

If you take a withdrawal, surrender your Contract, die, or begin Income Payout Options by taking amounts from a Risk Control Account before the expiration of an Interest Term, we will apply an Equity Adjustment (which may be positive or negative) to the Crediting Base for the applicable Risk Control Account. A negative Equity Adjustment could significantly decrease the values under your Contract by more than the amount withdrawn, surrendered or paid. Additionally, only the Crediting Base remaining after the withdrawal will be credited interest, positive or negative, at the end of the Interest Term.

We calculate withdrawals on a proportionate basis when determining the Death Benefit value, which may reduce the Death Benefit by substantially more than the amount of the withdrawal. We also use proportionate calculations to apply the Equity Adjustment to withdrawals, which may negatively impact the resulting values under your Contract.

This Contract is a security. It involves investment risk and may lose value. For additional information on risks associated with the Contract, see the “Risk Factors” section on Page 11 of this Prospectus.The guarantees in this Contract are subject to the Company’s financial strength and claims-paying ability.

We may offer additional Risk Control Accounts in the future. Not all Risk Control Accounts may be available in all markets where we offer the Contract.

If you surrender your Contract or take a partial withdrawal during the Initial Index Period, we will apply a Surrender Charge and a Market Value Adjustment (“MVA”) to the amount 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 illness waiver, described in the Prospectus. See “fees and charges” on page __, “market value adjustment” on page __ and “access to your money” on page __. The MVA may be either positive or negative, which means the MVA may increase or decrease the amount you receive upon surrender or partial withdrawal.

There are risks associated with the Contract. These risks include liquidity risks, investment risks, market risks, company risks, and interest rate risks. Also, Surrender Charges and an MVA may apply for a number of years, so that the Contract should only be purchased for the long-term. Under some circumstances, you may receive less than your Purchase Payment 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” on page __, “access to your money” on page __, and “federal income tax matters” on page __.

Please note that you could lose significantly more than 10% of your investment in the Contract. For example, if you invested $10,000 in the Contract 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. If you surrendered the Contract at the end of that third year, you would pay a Surrender Charge equal to 8% of your investment or $525 which would leave you with $6,765. That amount would be reduced further if a negative MVA applied. In addition, if you were age 59½ or younger at the time of surrender, a ten percent tax penalty of $677 would apply and would reduce the amount you would have from the Contract to $6,088. 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 account your ability to transfer some or all of your investment to the Secure Account after the first and second year.

The Contract is offered through CUNA Brokerage Services, Inc. (“CBSI”), which is the principal underwriter. TheCBSI’s principal underwriterbusiness address is 2000 Heritage Way, Waverly, IA 50677. CBSI 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. Please keep the Prospectus for future reference.

NeitherA registration statement relating to this offering has been filed with the Securities and Exchange Commission (“SEC”). You may request a copy of the Prospectus by writing to our Administrative Office at 2000 Heritage Way, Waverly, Iowa 50677, or by calling 1-800-798-5500. This Prospectus can also be obtained from the SEC’s website at www.sec.gov. Please keep this Prospectus for future reference.

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.

The date of this Prospectus is May 1, 20182023


TABLE OF CONTENTS

TABLE OF CONTENTSGLOSSARY
GLOSSARY1
HIGHLIGHTS5
HIGHLIGHTS4

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
5
Risk Factors11
FEES AND EXPENSES14
Other Information16
GETTING STARTED – THE ACCUMULATION PERIOD1017

Purchasing a Contract

1017

Tax-Free “Section 1035”Section 1035 Exchanges

1017

Owner

1118

Divorce

1118

Beneficiary

Annuitant
1118

Beneficiary

19
Right to Examine

11
19
ALLOCATING YOUR PURCHASE PAYMENT1119
Purchase Payment19
AUTOMATIC REBALANCE PROGRAMPurchase Payment and Allocation Options12
20
CONTRACT VALUEReallocating Your Contract Value: Transfers12
RISK CONTROL ACCOUNTS13
MARKET VALUE ADJUSTMENT18
SURRENDER VALUE21
FEES AND CHARGES21

Surrender Charge

21

Change of Annuitant Endorsement Charge

DECLARED RATE ACCOUNT ALLOCATION OPTION
22

Other Information

22
ACCESS TO YOUR MONEYRISK CONTROL ACCOUNT ALLOCATION OPTIONS23
CONTRACT VALUE26

Partial Withdrawals

Risk Control Account Value
2326

Free annual withdrawal amountSURRENDER VALUE

2337

Waiver of Surrender ChargesACCESS TO YOUR MONEY

2337

       Nursing Home or Hospital WaiverPartial Withdrawals

2337

       Terminal Illness WaiverSurrenders

2440

Surrenders

24

Partial Withdrawal and Surrender Restrictions

2440

Right to Defer Payments

24

Bailout Provision

25
40
DEATH BENEFIT2540

Death of the Owner

during the Accumulation Period
2540

Death of Annuitant While the Owner is Living

26

Death Benefit Payment Options

26

Death of Owner or Annuitant After the Income Payout Date

2644

Interest on Death Benefit Proceeds

44
Abandoned Property Requirements

27
44
INCOME PAYMENTS – THE PAYOUT PERIOD2745
Income Payout Date45

Payout Date

Period
2745
i

Terms of Income Payments

27
45
INCOME PAYMENTPAYOUT OPTIONS2845

Election of an Income PaymentPayout Option

28

Options

28
46
Income Payout Options46
FEDERAL INCOME TAX MATTERS2947

Tax Status of the Contracts

2947

Taxation of Non-Qualified Contracts

2948

Taxation of Qualified Contracts

3149

Federal Estate Taxes, Gift and Generation-Skipping Transfer Taxes

3250

Medicare Tax

3251

Same-Sex Spouses

3251

Annuity Purchases Byby Nonresident Aliens and Foreign Corporations

3251

Possible Tax Law Changes

33
51
OTHER INFORMATION3351
Important Information about the Indices51

Distribution

of the Contract
3354

Cyber Security

Business Disruption and Cyber-Security Risks
3455

Authority to Change

3455

Incontestability

3455

Misstatement of Age or Gender

3455

Conformity with Applicable Laws

3456

Reports to Owners

3556

Householding

56
Change of Address

35

Inquiries

35
56
Inquiries56
CORPORATE HISTORY OF THE COMPANY3556

Financial Information

36

Investments

36

Reinsurance

36

Policy Liability and Accruals

36
57
Investments57
Reinsurance57
Policy Liabilities and Accruals58
POTENTIAL RISK FACTORS THAT MAY AFFECT OUR BUSINESS AND OUR FUTURE RESULTS58
RESULTS37
SELECTED FINANCIAL DATA41
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS64
OPERATIONS42

Cautionary Statement Regarding Forward-Looking Information

42

Overview

42

Critical Accounting Policies

42

Financial Condition

43
64
MANAGEMENTOverview64
Summary of Significant Accounting Policies66
Executive Summary70
Results of Operations for the Years ended December 31, 2022 and 202171
Financial Condition72
Liquidity and Capital Resources73
Statutory Dividend Restrictions74
Contractual Obligations74
Quantitative and Qualitative Disclosures about Market Risk and Cyber Security75
MANAGEMENT4376

Directors and Executive Officers

43
76
Transactions with Related Persons, Promoters and Certain Control Persons77
Committees of the Board of Directors78
Compensation Committee Interlocks and Insider Participation79
Director Compensation79
Legal Proceedings79
FINANCIAL STATEMENTS5280
APPENDIX A: EQUITY ADJUSTMENTA-1
APPENDIX A:B: EXAMPLES OF THE PARTIAL WITHDRAWALS FULLWITH APPLICATION OF SURRENDER CHARGE AND THEINTEREST ADJUSTMENTB-1

ii 

MARKET VALUE ADJUSTMENTAPPENDIX C: STATE VARIATIONS OF CERTAIN FEATURES AND BENEFITSA-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.

ii


glossary

iii 

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 PeriodPeriod. The Accumulation Period is the period of time that: (a)that begins on the Contract Issue Date as stated on your contract data page;the Data Page and (b) continues untilends on the Income Payout Date unlessor the date this Contract is terminated.terminated if earlier.

Adjusted Index ValueReturn. The Initial Index ValueReturn for the current Interest Term adjusted for the Index Interest Rate Cap or Index Interest Rate Floor for the current Contract Year.Crediting Strategy.

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

AgeAge. Age as of last birthday.

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

Annual Free Withdrawal Amount.

For Contracts issued before September 25, 2022: the amount that can be withdrawn without incurring a Surrender Charge each Contract Year. It is equal to 10% of the Contract Value determined at the beginning of the Contract Year.

For Contracts issued on or after September 25, 2022: the amount that can be withdrawn without incurring a Surrender Charge or Interest Adjustment each Contract Year. It is equal to 10% of the Contract Value determined at the beginning of the Contract Year.

Annuitant (joint annuitant)(Joint Annuitant). The natural person(s) whose life (or lives) determines the income payment amount of annuity paymentspayable under the Contract. If the Owner is a non-natural person, the Annuitant(s) is also the person(s) whose death determines the Death Benefit.

Automatic Rebalance ProgramAuthorized Request. A program to automaticallyrequest in Good Order and signed and dated by all Owners, including without limitation a request to: transfer values between the Risk Control Accounts to achieve the balance of Contract Value equalvalue, change a party to the allocation percentages you requested. The Automatic Rebalance Program is only in effect duringContract, change the Initial Index Period.Income Payout Date, or make a partial withdrawal or full surrender of the Contract. An Authorized Request may also include a phone, fax, or electronic request for specific transactions.

Bailout ProvisionBeneficiary. – If the Index Interest Rate Cap for your Risk Control Account is set below the bailout rate prominently displayed on your contract 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 of the Contract Value attributable to that Risk Control Account without a Surrender Charge and without any MVA during the Initial Index Period.

BeneficiaryThe person(s) (or entity) youor entity named by the Owner to receive proceeds payable due toupon the death of the Owner. Beforefirst Owner or the Payout Date,first Annuitant if no Beneficiary survives the Owner weis a non-natural person.

Buffer. The maximum amount of negative interest assumed by the Company for an Interest Term, and any additional negative interest will pay the Death Benefit proceedsbe credited to the Owner’s estate.

Risk Control Account.

Business DayDay. – Any day both the Company andthat the New York Stock Exchange areis open for business. trading. 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 processed as of the end of that Business Day.

Cap. The maximum amount of interest the Company will be closed oncredit to the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. We are closed on the day itself if those days fall Monday through Friday, the day immediately preceding if those days fall on a Saturday, and the day immediately following if those days fall on a Sunday.Risk Control Account for an Interest Term.

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.

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

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

Contract Issue DateDate. The day your Contract is issued. This date from whichwill be used to determine Contract Years and Contract Anniversaries are determined. The Contract Issue Date is shown on your contract data page.Anniversaries.


Contract ValueValue. 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 YearYear. Any twelve-month period beginning on the Contract Issue Date or Contract Anniversary and ending one day before the next Contract Anniversary.

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

Credited Index Interest Rate – The rate used to determinecalculate the indexRisk Control Account Value. It is equal to the amount allocated to a Risk Control Account at the start of the Interest Term, reduced proportionally for any withdrawals.

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

Data Page. Pages attached to be appliedyour Contract that describe certain terms applicable to Contract Value.your specific Contract.

Death Benefit. The amount the Beneficiary is entitled to upon the death of an Owner who is a natural person or the death of an Annuitant if the Owner is a non-natural person. It is equal to the greater of Contract Value, including any applicable Equity Adjustment or Interest Adjustment, or the Purchase Payment adjusted for Credited Index Interestwithdrawals as of the date death benefitsDeath Benefit proceeds are payable. We do not apply the Surrender Charge or MVA in determining the death benefitDeath Benefit payable.

1


Due ProofDeclared Interest Rate. The effective annual rate of Deathinterest credited to the Declared Rate Account. The Declared Interest Rate will never be lower than the Minimum Interest Rate.

Declared Rate Account – Proof. An Allocation Option to which we credit a fixed annual rate of death satisfactoryinterest referred to us. Such proof may consistas the Declared Interest Rate.

Equity Adjustment. Used to calculate the Risk Control Account Value during the Interest Term. This adjustment (increase or decrease) will be applied to any distribution prior to the end of an Interest Term, including a partial withdrawal, a full surrender of the following if acceptableContract, the Death Benefit, or the Contract Value applied to us: a) a certified copyan Income Payout Option. Reflects the value of derivative instruments that hedge market risks associated with the death record; b) a certified copyRisk Control Accounts. The Equity Adjustment is calculated separately for each Risk Control Account at the end of a court decree reciting a findingeach Business Day except the last day of death; c) any other proof satisfactoryan Interest Term. The Equity Adjustment varies based on the Crediting Strategy. The Equity Adjustment does not apply to us.Contract Value in the Declared Rate Account.

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

General AccountAccount. All of the Company’s assets other than the assets in the Separate Account.its separate accounts.

Good Order – All. A request or transaction generally is considered in "Good Order" if we receive it at our Administrative Office within the time limits, if any, prescribed in this Prospectus for a particular transaction or instruction, it includes all information and supporting legal documentation necessary documentsfor us to execute the requested instruction or transaction, and formsis signed by the individual or individuals authorized to provide the instruction or engage in the transaction. A request or transaction may be rejected or delayed if not in Good Order. This information and documentation necessary for a transaction or instruction generally includes, to the extent applicable: the completed application or instruction form; your contract number; the transaction amount (in dollars or percentage terms); the signatures of all Owners (exactly as indicated on the Contract), if necessary; Social Security Number or Tax I.D.; and any other information or supporting documentation that are complete andwe may require, including any consents. With respect to the Purchase Payment, Good Order also generally includes receipt by us of sufficient funds to affect the purchase. We may, in our possession. To besole discretion, determine whether any particular transaction request is in “GoodGood Order,” an instruction must be sufficiently clear so that and we do not need to exercise any discretion to follow such instructions and any payment amount must meet our minimum requirements to complete the request. We reserve the right to change from time to time, our requirements for what constitutesor waive any Good Order and which documents, forms and payment amounts are required in order forrequirement at any time. If you have any questions, you should contact us to completeor your financial professional before submitting the form or request. We will provide you a written notice of any change in our requirements for what constitutes “Good Order” at least 10 days in advance of such change.

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

Income Payment OptionPayout Date. – An optionThe date the first income payment is paid from the Contract to receive income payments during the Payout Period.Owner.

IndexIncome Payout Option. The S&P 500 Composite Stock Price or any substituted suitable alternative index. See “addition or Substitutionchoices available under the Contract for payout of an Index” for the criteria we would use to identify a suitable alternative index.your Contract Value.

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 CapReturn. The maximum index interest rate that we may use to determine Creditedpercentage change in the reference Index Interest. We may change this rate at the beginning of a Contract Year.

Index Interest Rate Floor – The minimum index interest rate that we may use 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 during the life of your Contract. The Index Interest Rate Floors for the Secure Account and Growth Account are currently 0% and -10% respectively.

Initial Index Value – The index value as offrom the beginning of the current Contract Year.Interest Term to the end of the Interest Term.

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

Interest Adjustment. Adjustment (increase or decrease) that may be applied to any distribution from the Contract prior to the end of the six-year rolling period that begins on the Contract Issue Date. Distributions include a partial withdrawal, a full surrender of the Contract, the Death Benefit, or the Contract Value applied to an Income Payout Option. The Interest Adjustment reflects the change in the value of the investments that support the guarantees under the Contract. Rates used in determining the Interest Adjustment are reset every sixth Contract Anniversary. The Interest Adjustment will always apply for the six-year rolling period beginning on the Contract Issue Date and endingeven if the Allocation Options elected have an Interest Term of less than six years. The Interest Adjustment does not apply to transfers; for Contracts issued on or after September 25, 2022, the Initial Index Period Expiration Date. This period coincides withInterest Adjustment does not apply to the Surrender Charge Period. See “fees and charges” for more details.Annual Free Withdrawal Amount.

Initial Index Period Expiration DateInterest Term. The last day of the Initial Index Periodperiod for which coincides with the expiration of the Surrender Charge Period.interest is calculated for an Allocation Option. The Interest Term may vary by Allocation Option. Interest Terms will start and end on a Contract Anniversary, unless otherwise specified.

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

Issue Date – The date on which we issue 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.

Market Value Adjustment (“MVA”)Minimum Interest Rate – An adjustment that. The minimum effective annual rate of interest we will makecredit to the amount you receive if you surrender the Contract 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 MVA may be either positive or negative. This means that the MVA may increase or decrease the amount payable to you upon surrender or partial withdrawal.Declared Rate Account.

Market Value Adjustment Index (Indices) – The index (indices) that we use to determine the rates of interest used in calculating the MVA.

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 (Joint Owner). The person(s) (or entity)or entity who owns thisown(s) the Contract and has (have) all rights under the Contract. Unless owned by a non-natural person, the Owner is also the person(s) whose death determines the Death Benefit. If there are multiple Owners, each Owner will be a joint Owner of the Contract and all references to Owner will mean joint Owners. The Owner has all rights, title and interest in this Contract during the Accumulation Period. The Owner may exercise all rights and options stated in this Contract, subject to the rights of any irrevocable Beneficiary. The Owner is also referred to as “you” or “your.”“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 Period. The period of time that begins on the Income Payout Date and continues until we make the last payment as provided by the Income Payout Option chosen.

Participation Rate. The date we begin making income paymentspercentage multiplied by an Index Return if the Index Return is positive. If the Participation Rate is lower than 100%, it will limit the amount of interest credited by the Company to the Payee from the Contract.Risk Control Account.

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

Purchase PaymentPayment. The initial paymentamount paid to us, by or on behalf of an Owner, that we requireis used to issueestablish the Contract.annuity on the Contract Issue Date. We do not allow any paymentsadditional Purchase 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.

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

Risk Control AccountAccount. An interest crediting optionAllocation Option to which you may allocate your contract value.we credit interest based in part on the performance of a reference Index, subject to the Crediting Strategy.

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

Separate AccountSEC. – A separate accountThe U.S. Securities and Exchange Commission.

Spouse. The person to whom you are legally married. The term Spouse includes the person with whom you have entered into a legally-sanctioned marriage that we established within our General Accountgrants 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 and any attached endorsements or riders. Additionally, individuals in other arrangements that are not recognized as marriage under 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. The portion of the assets of the separate account equal to the reserves and other contract liabilities with respect to the separate accountrelevant state law will not be chargeabletreated as married or as Spouses as defined in this contract for federal tax purposes. Consult with liabilities arising out of any other business we may conduct. The Separate Account is not registereda tax advisor for more information on this subject and before exercising benefits under the Investment Company Act of 1940.contract and any attached endorsements or riders.

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 PeriodValue. – 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 ValueThe amount you are entitled to receive underif you elect to surrender this Contract in the event this Contract is terminated during the Accumulation Period. It is equal

Valuation Period. The period beginning at the close of one Business Day and continuing to your Contract Value, less any Surrender Charges and adjusted for any MVA.

Unadjusted Index Value – The closing valuethe close 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 and in a form satisfactory to us signed by the Owner and received at our Administrative Office. A Written Request may also include a telephone or fax request for specific transactions, if permitted under our current administrative procedures.succeeding Business Day.

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highlights

HIGHLIGHTS

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.

How Your Contract Works

Overview. Your Contract is an individual or joint owned, single premium deferred annuity contract.contract with index-linked interest options. There are two periods to your Contract,Contract: an Accumulation Period and a Payout Period. Your Contract can help you save for retirement because it can allowby allowing your Contract Value to earn interest from the Risk Control Accounts and/or Declared Rate Account on a tax-deferred basis and you can later elect to receive retirement incomeby providing the opportunity for life or a period of years.lifetime payments. You generally will not pay taxes on your earnings (your Contract Value minus the portion of your Purchase Payment not previously withdrawn) until you withdraw them.

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

During the Accumulation Period of your Contract, you allocate your Contract Value tobetween the Allocation Options. Interest amounts earned in the Risk Control Accounts where interest is credited, if any, each Contract Year based, in part, on the investment performance of the Index (currently the S&P 500 Composite Stock Price Index), subject to an Index Interest Rate Capmay be negative, and Floor that is unique to each Risk Control Account. The S&P 500 Indexthere is a stock market index based onrisk of loss of principal and previously credited interest of up to 90% with the market capitalizationsBuffer and 10% with the Floor due to negative Index performance. However, if you make withdrawals or surrender your Contract, the Floor and Buffer do not limit losses from the Surrender Charge, Equity Adjustment, Interest Adjustment, federal taxes, or the use of 500 leading companies publicly traded inproportionate withdrawal calculations, which could significantly reduce 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 set the Index Interest Rate Caps atvalues under the Contract Issue Date and upon each Contract Anniversary. Credited Index Interest may be less than zero, depending on the Risk Control Accountamount you elect. 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 Options offered in your Contract. from any payments.The Payout Period begins on thewhen you allocate your Contract Value to an Income Payout Date and continues while income payments are paid.Option.

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

Purchase PaymentPayment.
You may purchase the Contract with a single initial Purchase Payment of $5,000 or more. A Purchase Payment of $1,000,000 or more requires our approval. We doat least $5,000. The Company does not allow any payments under the Contractadditional Purchase Payments after the initial Purchase Payment. MultipleA Purchase Payment for a Contract, or Purchase Payments for multiple Contracts owned by the same individual, where the sum of the Purchase Payments exceed $1,000,000 also requirethat equals or exceeds $1 million requires our approval.prior approval, which may be withheld at our sole discretion.

Allocation OptionsOptions.
There are two types of Allocation Options: a Declared Rate Account and Risk Control Accounts,Accounts. Each of these options is described below.

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

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

The Floor and Buffer describe the level of protection provided by the Risk Control Account. Each Risk Control Account will have either a Floor or a Buffer.


The Floor represents the maximum amount of negative interest that may be credited to the Risk Control Account. For example, if the Floor is -10%, you could lose up to $1,000 on a $10,000 investment during the Interest Term (i.e., -10% x $10,000).

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

Negative investment performance is limited by the Floor and Buffer during the Interest Term, but you could lose more due to losses in subsequent Interest Terms. If you make withdrawals or surrender or your Contract, the Floor and Buffer do not limit losses from the Surrender Charge, Equity Adjustment, Interest Adjustment, federal income taxes, or proportionate withdrawal calculations, which could significantly reduce the values under the Contract and the Growthamount you receive from any payments.

The Cap and Participation Rate limit the amount of positive interest credited to the Risk Control Account. Each Risk Control Account will have either a Cap or a Participation Rate.

The Cap represents the maximum amount of interest that the Company will credit to the Risk Control Account. For example, if the Index Return is 15% and the Cap is 10%, the Company will credit 10%.

The Participation Rate is a percentage multiplied by the Index Return if the Index Return is Positive. If the Participation Rate is lower than 100%, it will limit the amount of interest credited by the Company. For example, if the Index Return is 15% and the Participation Rate is 80%, the Company will credit 12% (i.e., 15% x 80%). If the Index Return is 15% and the Participation Rate is 120%, the Company will credit 18% (i.e., 15% x 120%).

There are currently up to five Allocation Options under the Contract, among which you may allocate all or a portion of your Purchase Payment and Contract Value. Both Risk Control Accounts areYour selling firm may limit the Allocation Options available as allocation options during the Initial Index Period. Underto you when your Contract you choose the duration 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 time to time 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.issued.

4

Allocation Option

Interest Term

Crediting Strategy(1)

Minimum Guarantee

1

S&P 500 Index

Risk Control Account

1-YearFloor and Cap1% Cap
2

S&P 500 Index

Risk Control Account

6-Year

Buffer and

Participation Rate

10% Participation Rate
3

Barclays Risk Balanced Index

 Risk Control Account

1-YearFloor and Cap1% Cap
4

Barclays Risk Balanced Index

Risk Control Account

6-Year

Buffer and

Participation Rate

10% Participation Rate
5Declared Rate Account1-YearDeclared Interest RateMinimum Interest Rate
(1)The Floor and Buffer for an Allocation Option will not change during the life of your Contract unless the Allocation Option is discontinued. However, an Allocation Option with a Floor of 0% will always be available. We may not always make available Allocation Options with Buffers, however, if one is available, a Buffer of -10% or more will be available. In other words, there would be a Buffer option to limit the maximum loss to no more than 90%.


You may allocate your Purchase Payment to either or both Risk Control Accounts during the Initial Index Period, subject to the following restrictions. You must specify the percentage of your Purchase Payment to be allocated to each Risk Control AccountAllocation Option on the Contract Issue Date. The amountWe currently offer eleven Floor options which provide different levels of protection, 0%, -1%, -2%, -3%, -4%, -5%, -6%, -7%, -8%, -9%, and -10%. If you directallocate to an Allocation Option with a particular Risk Control AccountFloor Crediting Strategy, you must be in whole percentages from 0% to 100%also specify your Floor by choosing one of the Purchase Payment and your total allocation must equal 100%eleven available options.

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

In deciding between the Floor and Buffer options, you do not indicate your allocations onshould consider the application, our Administrative Office will attemptloss potential for each account. With the Buffer, losses up to contact your adviser and/or you for clarification. We-10% will not issue the Contract without your allocation instructions.

Please note that at any time the Index Interest Rate Cap for your Risk Control Accountbe credited, but there is lesspotential to lose substantially more than the bailout rate specified on your contract data page, weFloor if there are large market losses. The Buffer may at our discretion, restrict transfer into that Risk Control Account. (See “accessoffer additional gain potential through the Participation Rate in comparison to your money – Bailout Provision” for more details.)the Cap, but the gain potential should be weighed against the risk of loss.

The Index

Additionally, an investor should consider and understand the difference between the 6-year Interest Rate FloorTerm and the 1-year Interest Term. For the 6-year Interest Term, interest is not calculated or credited until the minimum index interest rate that we may use to determine Credited Index Interest. The Secure Account has an Index Interest Rate Floor of 0%. Credited Index Interest for any Contract Year can never be below 0%. This means that any negative investment performanceend of the Index overInterest Term; therefore, the one-year period used in determining Credited Index Interest would not reduce your Contract ValueCrediting Strategy factors (i.e., the Participation Rate and Buffer) only apply at the end of the Interest Term and not on an annual basis. Furthermore, any partial withdrawal, full surrender, Death Benefit payment, or amounts withdrawn to be applied to an Income Payout Option prior to the end of the Interest Term could significantly reduce the values under the Contract and the amount you receive from any payments due to the Surrender Charge, Equity Adjustment, Interest Adjustment, and the use of proportionate withdrawal calculations. Only the Crediting Base remaining after the withdrawal will be credited interest, positive or negative, at the end of the Interest Term.

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

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

New transfer instructions by Authorized Request will supersede any prior transfer instructions for a given Allocation Option. Transfers are not permitted during an Interest Term.

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

Declaration of Rates. The Secure Account providesCap, Participation Rate, and Declared Interest Rate will not change for the duration of the Interest Term. The initial Caps, Participation Rates, and Declared Interest Rate are available in advance of the Contract Issue Date and will be provided by your financial professional or by calling the Company at 1-800-798-5500. The rate is shown on your Contract Value the most protection from negative investment performanceData Page.

We may declare a new Cap, Participation Rate, or Declared Interest Rate for each subsequent Interest Term and will notify you of the Index.

new rate two weeks in advance of the start of an Interest Term. The IndexCap will never be lower than 1%. The Participation Rate will never be lower than 10%. The Declared Interest Rate Cap iswill never be lower than the maximum index interest rate that we may use to determine Credited Index Interest.Minimum Interest Rate. The IndexMinimum Interest Rate Capwill be determined on the Contract Issue Date and every sixth Contract Anniversary based on the calendar


quarter in which the Issue Date or Contract Anniversary falls. The Minimum Interest Rate will apply for six years and then will be recalculated for the Secure Account will always be positive andnext six-year period. The Minimum Interest Rate will never be less than the minimumlesser of:

a)3%; or
b)The interest rate determined as the greater of:
1)The average of the three applicable monthly five-year Constant Maturity Treasury (CMT) rates reported by the Federal Reserve rounded to the nearest 0.05%, as described below, minus 1.25%; or
2)The nonforfeiture interest rate floor required by the National Association of Insurance Commissioners (NAIC) Standard Nonforfeiture Law for Individual Deferred Annuities, 0.15%.

Changes to an Allocation Option or Index. We may offer additional Allocation Options at our discretion, which includes offering an additional Index, Crediting Strategy, or Interest Rate Cap for the Secure Account equal to 1.0%.

On the other hand, the Growth Account hasTerm. We may also discontinue an Allocation Option or Index Interest Rate Floorat our discretion effective as of -10%. Credited Index Interest for any Contract Year can never be below -10%. This means that 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 reduce your Contract Value at the end of an Interest Term.

The Floors and Buffer for an Allocation Option will not change during the Contract Year. However, any negative Credited Index Interest would not reducelife of your Contract Value inunless the Allocation Option is discontinued. However, an Allocation Option with a Contract Year by more than 10% regardlessFloor of whether the negative investment performance of the Index over the one-year period was less than -10%. In return for accepting some risk of loss to your Contract Value allocated to the Growth Account, the Index Interest Rate Cap declared for the Growth Account would be higher than the Index Interest Rate Cap declared for the Secure Account for the same Initial Index Period which allows the potential for higher positive Credited Index Interest to be applied to your Contract Value allocated to the Growth Account. The Index Interest Rate Cap for the Growth Account0% will always be positive andavailable. We may not always make available Allocation Options with Buffers; however, if one is available, a Buffer of -10% or more will never be less than the minimum Index Interest Rate Capavailable. In other words, there will be an option for the Growth Account equalmaximum loss from the Buffer to 1.0%be no more than 90%.

We reserve the right to add or substitute the Index. We will substituteGenerally, the Index associated with a given Risk Control Account will remain unchanged for the duration of the Interest Term. However, if the publication of an Index is discontinued, or calculation of the Index is materially changed. Ifchanged, we may discontinue an Index during an Interest Term and substitute a suitable Index that will be used for the remainder of the Interest Term. To determine the Index Return, we will add (1) the percentage change in the Index from the beginning of the Interest Term to the date on which the Index became unavailable and (2) the percentage change for the substitute Index from the date of substitution until the end of the Interest Term. The performance of the new Index may differ from the original Index. This,If there is a delay between the date we remove the Index and the date we add a substitute Index, your Risk Control Account Value will be based on the value of the Index on the date the Index ceased to be available, which means market changes during the delay will not be used to calculate the Index Return.

An Allocation Option may be discontinued before the end of an Interest Term if an Index is discontinued and we do not provide a substitute Index. In the unlikely event an Allocation Option is discontinued before the end of an Interest Term, we will credit interest from the beginning of the Interest Term until the date the Allocation Option is discontinued using the percentage change in turn,the Index from the beginning of the Interest Term to the date on which the Index became unavailable. The resulting Risk Control Account Value will be transferred to the Declared Rate Account for the remainder of the Interest Term, where it will earn the Declared Interest Rate starting on the date of transfer until the next Contract Anniversary. The amount of interest you earn in the Declared Rate Account may affectbe less than the Creditedamount you would have earned in the Risk Control Account at the end of the Interest Term. If there is a delay between the date we remove the Index Interest you earn.and the date we transfer value to the Declared Rate Account, your Risk Control Account Value prior to the transfer will be based on the value of the Index on the date the Index ceased to be available, which means market changes during the delay will not be used to calculate the Index Return.  

Right

Such a change will be subject to Examine
Theany required regulatory approval. We will notify you of an Allocation

Option or Index change by sending you written notice at your last known address.

An Index or Allocation Option change may negatively affect interest credited and your resulting Contract provides for an initial “rightValue, as well as how you want to examine” period. The Owner may reject theallocate Contract for any reason by forwarding the Value between available Allocation Options.

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 whichValue. Your Contract Value on your Contract was issued may require.

If you exercise this “RightIssue Date is equal to Examine”, the Contract will terminate and we will refund your Purchase Payment. Some states may require that we refund


On any other day during the Accumulation Period, the Contract Value which reflects interest, positive or negative, based on changesis equal to the sum of the account value in the Index. The stateall Allocation Options 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.

5


you are invested. 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 appliedThe Accumulation Period begins on the Contract Issue Date if no additional allocation change requests have been made.and continues until the Income Payout Date.
Upon reaching the Income Payout Date, we will begin income payments unless the Contract is surrendered.

You may change your allocation

Declared Rate Account Value. The Declared Rate Account Value on any Business Day is equal to the amount applied to the Declared Rate Account at the start 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 oncurrent Interest Term, adjusted for any withdrawals (including any Surrender Charge and Interest Adjustment), plus 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.interest earned.

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

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

Interest is calculated based on the change in the Index from the first day of the Interest Term to the last day of the Interest Term;

The Index Return is adjusted based on the Cap and Floor, the Cap and Buffer, or the Participation Rate and Buffer, as applicable; and

This Adjusted Index Return is multiplied by the Risk Control Account Value (without any Equity Adjustment applied) on the last day of the Interest Term (which may have been adjusted for withdrawals, as described below) to determine how much interest is credited, if any. For example, if the Adjusted Index Return is 10% and the Risk Control Account Value without any Equity Adjustment applied is $10,000, the interest credited is $1,000 (i.e., 10% x $10,000).

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

Impact of Withdrawals. The Surrender Charge, Equity Adjustment, Interest Adjustment, federal income taxes, and proportionate withdrawal calculations could significantly reduce the values under the Contract and the amount you receive from any payments. It is possible in extreme circumstances to lose up to 100% of your principal and previously credited interest due to the following:

If you take a withdrawal or surrender your Contract in the first six Contract Years, you may pay a Surrender Charge of up to 9% of the amount withdrawn. Federal income taxes and tax penalties may also apply.

The Equity Adjustment applies for the entire Interest Term of each Risk Control Account, up to six years. If you take a withdrawal, surrender your Contract, die, or begin Income Payout Options by taking amounts from a Risk Control Account before the expiration of an Interest Term, we will apply an Equity Adjustment (which may be positive or negative) to the Crediting Base for the applicable Risk Control Account. A negative Equity Adjustment could significantly decrease the values under your Contract by more than the amount withdrawn, surrendered or paid. Additionally, only the Crediting Base remaining after the withdrawal will be credited interest, positive or negative, at the end of the Interest Term.

The Interest Adjustment applies for a rolling six-year period beginning on the Contract Issue Date. Rates used in determining the Interest Adjustment are reset every sixth Contract Anniversary. If you take a withdrawal, surrender your Contract, die, or begin Income Payout Options on any day other than every sixth Contract Anniversary, we will apply an Interest Adjustment (which may be positive or negative) to the payment amount. A negative Interest Adjustment could significantly decrease the amount you receive from a surrender, partial withdrawal, Death Benefit payment, or income payment.


We calculate withdrawals on a proportionate basis when determining the Death Benefit value, which may reduce the Death Benefit by substantially more than the amount of the withdrawal. We also use proportionate calculations to apply the Equity Adjustment to withdrawals, which may negatively impact the resulting values under your Contract.

The Company does not apply the Equity Adjustment on the first and last Business Day of an Interest Term and does not apply the Interest Adjustment on every sixth Contract Anniversary (i.e., the last day of the six-year rolling period beginning on the Contract Issue Date).

Withdrawal Options. Amounts withdrawn include partial withdrawals, full surrenders, payment of the Death Benefit, and amounts withdrawn to be applied to an Income Payout Option. Withdrawals, including Annual Free Withdrawal Amounts, could significantly reduce the Death Benefit and the Contract Value, perhaps by substantially more than the amount withdrawn, as well as the amount of interest credited to an Allocation Option, and could terminate the Contract, as described above. This Contract may not reallocate yourbe suitable for you if you intend to take partial withdrawals (including systematic withdrawals and Required Minimum Distributions) or surrender the Contract Value between Risk Control Accounts underon any day other than every sixth Contract Anniversary. However, 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:Period.

Annual Free annual withdrawal amount – Withdrawal Amount for Contracts issued before September 25, 2022: 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 anywithout incurring a 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 toCharge. Although a Surrender Charge will not apply, the Company will calculate the withdrawal on a proportionate basis and MVA.
Full surrender option – You may surrender yourapply the Equity Adjustment and Interest Adjustment. Any unused Annual Free Withdrawal Amount will not carry over to any subsequent Contract at any time prior to beginning the Payout Period. Upon full surrender, Credited Index Interest, a Surrender Charge, and an MVA may apply.Year.

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 HomeAnnual Free Withdrawal Amount for Contracts issued on 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
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 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 a Contract Anniversary. However, if you are age 59½ or younger 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, we may, at our discretion, restrict transfers into that Risk Control Account. See “access to your money – Bailout Provision” for more details.

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.

Income Options
You have several income options to choose from during the Payout Period. Income payments will start on the Payout Date, and continue based on the option you elect.

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

Benefits of Your Contract

Your Contract offers you several benefits.

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. We will apply any Credited Indexed Interest earned at the time of a partial withdrawal or surrender. You may use the Contract with certain tax qualified retirement plans, including in Roth IRA accounts. If your Contract is used with a Roth IRA or other Roth account in a tax qualified retirement plan, Credited Index Interest may not be taxed even when distributed. Please note, however, that tax qualified retirement plans provide their own tax deferral or other tax benefit; the purchase of this Contract does not provide additional tax benefits beyond those provided in the qualified plan.
Free Annual Withdrawals after First Contract Year –September 25, 2022:  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 suchEach Contract Year, you may withdraw up to 10%of your Contract Value determined as of the beginning of the Contract Year without the application ofincurring a Surrender Charge or MVAInterest Adjustment. Although a Surrender Charge and Interest Adjustment will not apply, the Company will calculate the withdrawal on those amounts. Note that taxesa proportionate basis and other penaltiesapply the Equity Adjustment. Any unused Annual Free Withdrawal Amount will not carry over to any subsequent Contract Year.

Partial withdrawal option: You may apply to free annualmake partial withdrawals and withdrawals may be restricted under certain Qualified Contracts.
Death Benefit 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 (orby Authorized Request. Any applicable Surrender Charge, Interest Adjustment, Equity Adjustment, and the first Owneruse of proportionate calculations will affect the amount available for a partial withdrawal. A partial withdrawal may reduce your Death Benefit and the Crediting Base by more than the amount of the partial withdrawal. Additionally, only the remaining principal in the Risk Control Account will be credited interest, positive or negative, at the end of the Interest Term. If a partial withdrawal would cause the Surrender Value to die if there are Joint Owners).
Protection from Outlivingbe less than $2,000, we will treat your IncomeYour Contract providesrequest as a full surrender of the Contract. Before processing the full surrender, we will attempt to contact you withor your financial professional to provide the opportunity for you to receive income paymentstake a lower amount to maintain a Surrender Value of at least $2,000. If we are unable to contact you within one Business Day after receiving your request, we will process the full surrender.

Full surrender option: You may surrender your Contract during the Payout Period. Annuitizing your Contract converts your Contract Value intoAccumulation Period by Authorized Request. Upon full surrender, 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.Surrender Charge, Equity Adjustment, and Interest Adjustment may apply.

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” on page 47 and “Access to Your Money” on page 37 for more details.


Surrender Charge. A Surrender Charge may be imposed upon the surrender of the Contract or withdrawal of Contract Value from the Contract for a period of six years from the Contract Issue Date. The maximum Surrender Charge is 9% of the Contract Value withdrawn (See “Fees and Expenses” on page 14).

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

Death Benefit. The Death Benefit during the Accumulation Period is equal to the greater of Contract Value (including any applicable Equity Adjustment or Interest Adjustment) or the Purchase Payment adjusted for withdrawals as of the date the Death Benefit is payable. Withdrawals could significantly reduce the Death Benefit, perhaps by substantially more than the amount of the withdrawal, because of the Equity Adjustment, Interest Adjustment, and the Company’s calculation of withdrawals on a proportionate basis when determining the Death Benefit. We do not apply a Surrender Charge in determining the Death Benefit.

Right to Examine. You may cancel your Contract and receive either your Purchase Payment or your Contract Value depending upon applicable state law (See “Right to Examine” on page 19).

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 Return Risk.

Index Interest Crediting RiskIf 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 Contact Value. Nevertheless, you always assume the investment risk that no interest will be credited and therefore the Index Return will not increase your Risk Control Account Value. You also bear the risk that sustained declines in the relevant Index may cause the Index Return to not increase your Risk Control Account Value for a prolonged period. Additionally, the Company relies on a single point in time to calculate the Index Return. You may experience a negative return even if the Index has experienced gains through some, or most, of the Interest Term.

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

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

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

Liquidity and Withdrawal Risk. The Contract may not be suitable for investors who plan to take withdrawals (including systematic withdrawals and Required Minimum Distributions) or surrender the Contract on any day other than every sixth Contract Anniversary. We designed your Contract to be a long-term investment that you may use to help save for retirement and provide lifetime income. Your Contract is not designed to be a short-term investment. 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.


If you make withdrawals or surrender your Contract, the Surrender Charge, Equity Adjustment, Interest Adjustment, federal income taxes, and proportionate withdrawal calculations could significantly reduce the values under the Contract and the amount you receive from any payments. It is possible in extreme circumstances to lose up to 100% of your principal and previously credited interest if you take a withdrawal or surrender your Contract.

Interest Adjustment Risk. If you take a withdrawal, surrender your Contract, Value in a Risk Control Account. This dependsdie, or begin Income Payout Options on the Risk Control Account to which you allocated yourany day other than every sixth Contract Value. Nevertheless, you always assume the investment risk that no Credited IndexAnniversary, we will apply an 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 thatAdjustment. Particularly in an increasing interest rate environment, the MVAInterest Adjustment could reducesignificantly decrease the amount receivedyou receive from a partial withdrawal, surrender, Death Benefit payment, or income payment.

Equity Adjustment Risk. The Equity Adjustment used to calculate your Risk Control Account Value during an Interest Term could be significantly lower than the performance of the reference Index during most of the Interest Term. The Equity Adjustment may be negative even when the value of the applicable Index has increased or when the value of the applicable Index has declined less than the protection provided by the Index Interest Rate Floor.
Buffer.

I
Liquidity Risk We designedf you take a withdrawal, surrender your Contract, die, or begin Income Payout Options by taking amounts from a Risk Control Account before the expiration of an Interest Term, we will apply an Equity Adjustment to the Crediting Base for the applicable Risk Control Account. A negative Equity Adjustment could significantly decrease the values under your Contract by more than the amount withdrawn, surrendered, or paid. Additionally, only the Crediting Base remaining after the withdrawal will 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 Contractcredited interest, positive or negative, 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 ofInterest Term.

Surrender Charge Risk. If you take a withdrawal or surrender your Contract during the free annual withdrawal amount will be subject tofirst six Contract Years, you may pay a Surrender Charge and MVA (if applicable). We may defer payments made under this Contract forof up to six months if the insurance regulatory authority9% of the state inamount withdrawn.

Proportionate Calculation Risk. We generally calculate withdrawals on a proportionate basis when determining the Death Benefit value, which we issuedcould reduce the Contract approves such deferral.
Death Benefit by
Market Risk The historical performancesubstantially more than the amount of the Index should not be taken as an indication ofwithdrawal. We also use proportionate calculations to apply the future performance ofEquity Adjustment to withdrawals, which may negatively impact 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.resulting values under your Contract.

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Loss of Principal Risk. You could lose your investment. There is a risk of loss of principal and previously credited interest in the Risk Control Accounts of up to 90% with the Buffer and 10% with the Floor due to negative Index performance. The Floor and Buffer describe the level of investment loss that can be experienced in one Interest Term, but losses over multiple Interest Terms could result in a loss of previously credited interest and a loss of principal. Moreover, if you take withdrawals or surrender your Contract for any reason, the Floor and Buffer do not limit losses to the Risk Control Accounts from the Surrender Charge, Equity Adjustment, Interest Adjustment, federal income taxes, and proportionate withdrawal calculations, which could result in a loss of previously credited interest or principal even if performance has been positive. Investment in the Declared Rate Account could result in a loss of principal and previously credited interest due to Surrender Charges and the Interest Adjustment.

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


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.”

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

Risk That We May Eliminate an Allocation Option or Eliminate or Substitute an Index. There is no guarantee that any Allocation Option or Index will be available during the entire time you own your Contract. We may discontinue an Allocation Option or Index effective as of the end of an Interest Term, or in the case of certain Index changes, discontinue an Index and substitute a new Index for an Allocation Option before the end of an Interest Term. The performance of the new Index may differ from the original Index. If there is a delay between the date we remove the Index and the date we add a substitute Index, your Risk Control Account Value will be based on the value of the Index on the date the Index ceased to be available, which means market changes during the delay will not be used to calculate the Index Return.

An Allocation Option may also be discontinued before the end of an Interest Term if we do not provide a substitute Index and transfer your Risk Control Account Value to the Declared Rate Account for the remainder of the Interest Term. The amount of interest you earn in the Declared Rate Account may be less than the amount you would have earned in the Risk Control Account at the end of the Interest Term. If there is a delay between the date we remove the Index and the date we transfer value to the Declared Rate Account, your Risk Control Account Value prior to the transfer will be based on the value of the Index on the date the Index ceased to be available, which means market changes during the delay will not be used to calculate the Index Return.  

An Index or Allocation Option change may negatively affect interest credited and your resulting Contract Value, as well as how you want to allocate Contract Value between available Allocation Options.

If we eliminate an Allocation Option or eliminate or substitute an Index, and you do not wish to allocate your Contract Value to the Risk Control Accounts available under the Contract, you may surrender your Contract, but you may be subject to a Surrender Charge, Equity Adjustment, and Interest Adjustment, which may result in a loss of principal and credited interest. A surrender of the Contract may also be subject to taxes and tax penalties.

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

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 subjectto 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. There can be no assurance that we or our service providers will avoid losses affecting your Contract due to a natural disaster or catastrophe.

Other Important Information You Should Know

No Ownership Rights – As a Contract Owner, you have no ownership interest or rights in the underlying securities comprising the reference Indexes, such as voting rights, dividend payments, or other distributions. Purchasing the Contract is not equivalent to investing in the underlying securities comprising the Indexes. The S&P 500 Index does not reflect dividends paid on the securities comprising the Index, and, therefore, the calculation of the performance of the Index under the Contract does not reflect the full investment performance of the underlying securities. The Barclays Risk Balanced Index deducts a fee of 0.5% for the equity exposure, and 0.2% per year for the treasury exposure, and a cost equal to the 1-month US dollar LIBOR rate (before April 28, 2022) or SOFR plus 0.1145% (on and after April 28, 2022) for the equity component, which may be increased or decreased in the aggregate by the volatility control mechanism. These deductions will reduce Index performance, and the Index will underperform similar portfolios from which these fees and costs are not deducted.

No Affiliation with Index or Underlying Securities – We are not affiliated with the sponsors of the Indexes or the underlying securities comprising the Indexes. Consequently, the Indexes and the issuers of the underlying securities comprising the Indexes 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.

FEES AND EXPENSES

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

Surrender Charge(1)(as a percentage of Contract Value withdrawn)

   
Contract
Year
Surrender Charge
Percentage
 
19% 
29% 
38% 
47% 
56% 
65% 
7+0% 

Other Expenses

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 OwnerPremium Tax(2) (as a percentage 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.
Purchase Payment)................................................................................................
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.
3.5%

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Equity Adjustment

Applies to any distribution prior to the end of an Interest Term (except for value in the Declared Rate Account) and can significantly decrease the values under your Contract. It is possible to lose up to 100% of your principal and previously credited interest due to the Equity Adjustment in extreme circumstances.(3)


Interest Adjustment

Applies to any distribution prior to the end of the six-year rolling period that begins on the Contract Issue Date and can significantly decrease the payment amount you receive from a withdrawal or surrender. It is possible to lose up to 100% of your principal and previously credited interest due to the Interest Adjustment in extreme circumstances. (4)

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

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

(3) For example, if you surrender your Contract Value allocated to a Risk Control Account with -10% Buffer, the value of the reference Index has decreased significantly, and amortized option and trading costs are 10%, you would lose 100% (90% + 10%) of the Risk Control Account Value. In the same scenario allocated to a Risk Control Account with a -10% Floor, you would lose 20% (10% + 10%).

(4) For example, if Treasury rates increase from less than 10% to 1,000%, and you surrender your Contract, you could lose 100% of your principal and previously credited interest. For Contracts issued on or after September 25, 2022, you could lose 90% under the same scenario, since the Interest Adjustment does not apply to the 10% Annual Free Withdrawal Amount.

Surrender Charge

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

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

We will not assess the Surrender Charge on:

Withdrawals under the Nursing Home or Hospital waiver or Terminal Illness waiver;
getting started –Refunds under the Accumulation PeriodRight to Examine;
Required Minimum Distributions that are withdrawn under the automatic withdrawal program provided by the Company;
Your Annual Free Withdrawal Amount;

Death Benefit proceeds;
Amounts withdrawn after the first six Contract Years;
Contract Value applied to an Income Payout Option; and
Transfers.

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 from its General Account.

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


Equity Adjustment

The Equity Adjustment is used to calculate the Risk Control Account Value during an Interest Term. If you take a withdrawal, surrender your Contract, die, or begin Income Payout Options by taking amounts from a Risk Control Account before the expiration of an Interest Term, we will apply the Equity Adjustment, which may be positive or negative.

The Equity Adjustment protects the Company from market losses relating to changes in the value of the investments that support the Risk Control Accounts when withdrawals are made during the Interest Term. You bear the risk that the Equity Adjustment may decrease your Risk Control Account Value if you withdraw amounts from a Risk Control Account during the Interest Term. The Equity Adjustment applies for the entire Interest Term, which could be six years, but does not apply on the first or last day of the Interest Term.

The Equity Adjustment may be negative even when the Index Return is positive. This is primarily due to market inputs for volatility, interest rates, and dividends as well as the amortized option cost, and trading costs. A negative Equity Adjustment will reduce the values under the Contract. Additionally, only the Crediting Base remaining after the withdrawal will be credited interest, positive or negative, at the end of the Interest Term.

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

Interest Adjustment

A withdrawal, including a partial withdrawal, a full surrender of the Contract, the Death Benefit, or joint owned, single premium deferred annuity. the Contract Value applied to an Income Payout Option, may be adjusted (increased or decreased) for the Interest Adjustment. The Interest Adjustment applies to every Allocation Option, including the Declared Rate Account, and will always apply for the six-year rolling period beginning on the Contract Issue Date even if the Allocation Options elected have an Interest Term of less than six years. The Interest Adjustment does not apply to transfers or to amounts withdrawn on every sixth Contract Anniversary. For Contracts issued on or after September 25, 2022, the Interest Adjustment does not apply to the Annual Free Withdrawal amount.

The rolling six-year Interest Adjustment protects the Company from market losses relating to changes in the value of the investments that support the guarantees under the Contract when amounts are withdrawn from an Allocation Option before the end of each six-year period. You bear the risk that the Interest Adjustment may decrease the amount of a withdrawal made during the six-year period.

The Interest Adjustment reflects the change in value of the investments that support the guarantees under this Contract upon withdrawal during the six-year rolling period beginning on the Contract Issue Date. Rates used in determining the Interest Adjustment are reset every sixth Contract Anniversary.

IMPORTANT: It is possible in extreme circumstances to lose up to 100% of your principal and previously credited interest if you take or withdrawal or surrender your Contract, due to the Equity Adjustment and Interest Adjustment. You directly bear the investment risk associated with an Equity Adjustment and Interest Adjustment. You should carefully consider your income needs before purchasing the Contract.

Other Information

We describe yourassume investment risks and costs in providing the guarantees under the Contract. These investment risks include the risks we assume in providing the Floors and Buffers for the Risk Control Accounts, the Declared Interest Rate for the Declared Rate Account, the


surrender rights available under the Contract, the Death Benefit, and the income payments. We must provide the rates and benefits set forth in your Contract below. Contracts issuedregardless 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 state may provide different featuresContract.

GETTING STARTED – THE ACCUMULATION PERIOD

The Prospectus describes all material rights, benefits, and benefits than those described in this Prospectus. Aobligations under the Contract. All material difference may include the length of the right to examine period, the amount of 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. We will include any such state variations in the Contract are described in Appendix C to this Prospectus and 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 retirement plans, and other entities. To purchase a Contract, you and the Annuitant must be at least Age 21 and no older than ageAge 85.

We sell the Contract through registered representativesfinancial professionals who are also are agents of the Company. To start the purchase process, you must submit an application to your registered representative.financial professional. The 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. ThereContract on the next Contract Issue Date available. The 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 Purchase Payment, the Purchase Payment will be allocated to the Allocation Options you choose on the next available Contract Issue Date.

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”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 ValueInterest 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 Contract Issue Date for the purpose of determining any Surrender Charge PeriodCharges 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 named inperson(s) or entity who own(s) this Contract and has (have) all rights under this Contract. Unless owned by a non-natural person, the applicationOwner is also the person(s) whose death determines the Death Benefit. Joint Owners are not allowed on Qualified Contracts or any successor ifcontracts owned by a non-natural person. The maximum number of Owners is two. The consent of both Joint Owners is needed to complete an Authorized Request. The Owner is also referred to as “you” or “your”. While the Owner is living, the Owner is also the person(s) or entity who receives income payments during the Payout Period while the Annuitant is also living. If there are multiple Owners, each Owner will have equal ownership has been assigned. of the Contract and all references to Owner will mean Joint Owners. Joint Owners are not allowed on qualified contracts or contracts owned by a non-natural person.

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. 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 any irrevocably named Beneficiary.

Any change in Ownerthe assignment is subject to our acceptanceapproval, unless those requirements are inconsistent with the law of the state in which the Contract is issued.

The Owner may request to change the Owner at any time before the Income Payout Date. If an Owner is added or changed, the amount that will be paid upon the death of the new Owner will be impacted as described in the “Death Benefit” section in this Prospectus. Any change of Owner must be made by Authorized Request and weis subject to our acceptance. We reserve the right to refuse such change on a non-discriminatory basis. Unless otherwise specified by the Owner, such change, if accepted by us, will take effect as of the date the Authorized Request was signed. We are not liable for any payment we 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, theAccumulation Period, your Beneficiary is entitled to thea Death Benefit. The Death Benefit becomes payable at the death of the Owner (if there are Joint Owners, the Death Benefit will become payable after the firstIf you have a Joint Owner, dies). If an Owner is not a natural person and the Annuitant dies before the Payout Date, the Death Benefit will be payable toavailable when the Beneficiary. first Joint Owner dies. If you havethere is a surviving Joint Owner the surviving Joint Owner will be treated as the sole 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

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.

Annuitant

The Annuitant is the natural person(s) whose life (or lives) determines the income payment amount payable under the Contract. If the Owner is a non-natural person, the Annuitant(s) is also the person(s) whose death determines the Death Benefit. If the Owner is a natural person, the Owner may change the Annuitant at any time provided it is at least 30 days before the Income Payout Date by Authorized Request. 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 Income Payout Date will not change. If the Owner is a non-natural person, the Annuitant cannot be changed. The Annuitant does not have any rights under the Contract.


Beneficiary

You name

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

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 irrevocable Beneficiarybeneficiary or assignee must sign the WrittenAuthorized Request. Any changeAn irrevocable beneficiary is subjectany beneficiary who must consent to being changed or removed. We are not liable for any payment we make or other actionsaction we tooktake 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).Authorized Request.

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 Payment 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 Payment, you will receive the Contract Value regardless of where the Contract was issued. If the Purchase Payment exceeds the Contract Value, the refund will be your Contract Value unless the state in which the Contract was issued requires that the Purchase Payment less withdrawals be returned. If your Contract is an IRA, under the Internal Revenue Code, we will refund the greater of your Purchase Payment. Payment less withdrawals or your Contract Value. The Contract Value includes any applicable Equity Adjustment. Generally, you must return your Contract within 10 days of receipt (30 days if it is a replacement contract), but some states may permit a longerdifferent period for you to return your Contract. Refunds will not be subject to a Surrender Charge or Interest Adjustment and will be paid within seven days following the date of cancellation. State variations are described in Appendix C to this Prospectus. If you cancel your Contract by exercising your Right to Examine and attempt to purchase a substantially similar Contract the Company may refuse to issue the second Contract.

allocating your Purchase Payment

ALLOCATING YOUR PURCHASE PAYMENT

Purchase Payment

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


The minimum initial Purchase Payment for a Non-Qualified or Qualified Contract is $5,000. Our approval is required for a Purchase Payment of $1,000,000 or more. We doThe Company does not allow any payments under the Contractadditional Purchase Payments after the initial Purchase Payment.

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A Purchase Payment for a Contract, or Purchase Payments for multiple Contracts owned by the same individual, that equals or exceeds $1 million requires our prior approval, which may be withheld at our sole discretion.

Purchase Payment and Allocation Options

There are currently up to five Allocation Options under the Contract, among which you may allocate your Purchase Payment and Contract Value. Your selling firm may limit the Allocation Options available to you when your Contract is issued.

Allocation OptionInterest TermCrediting Strategy(1)Minimum Guarantee
1S&P 500 Index Risk Control Account1-YearFloor and Cap1% Cap
2S&P 500 Index Risk Control Account6-YearBuffer and Participation Rate10% Participation Rate
3Barclays Risk Balanced Index Risk Control Account1-YearFloor and Cap1% Cap
4Barclays Risk Balanced Index Risk Control Account6-YearBuffer and Participation Rate10% Participation Rate
5Declared Rate Account1-YearDeclared Interest RateMinimum Interest Rate

(1)The Floor and Buffer for an Allocation Option will not change during the life of your Contract unless the Allocation Option is discontinued. See “Addition or Discontinuation of an Allocation Option” below.

You must specify the percentage of your Purchase Payment to be allocated to each Risk Control AccountAllocation Option on the Contract Issue Date. The amount you direct to a particular Risk Control Accountan Allocation Option must be in whole percentages from 1% to 100% of the Purchase Payment and your total allocation must equal 100%. Generally, the lower the Floor, the higher the Cap. For example, the Cap may be 2% for the 0% Floor, whereas the Cap may be 12% for the -10% Floor. Once elected, the Floor cannot be changed until the end of the Purchase Payment. YouInterest Term.

In deciding between the Floor and Buffer options, you should consider the loss potential for each account. With the Buffer, losses up to -10% will not be credited, but there is potential to lose substantially more than the Floor if there are large market losses. The Buffer may allocate your Purchase Paymentoffer additional gain potential through the Participation Rate in comparison to eitherthe Cap, but the gain potential should be weighed against the risk of loss.

Additionally, an investor should consider and understand the difference between the 6-year Interest Term and the 1-year Interest Term. For the 6-year Interest Term, interest is not calculated or both Risk Control Accounts.credited until the end of the Interest Term; therefore, the Crediting Strategy factors (i.e., the Cap, Participation Rate, Floor, and Buffer) only apply at the end of the Interest Term and not on an annual basis. Furthermore, any partial withdrawal, full surrender, Death Benefit payment, or amounts withdrawn to be applied to an Income Payout Option prior to the end of the Interest Term could significantly reduce the values under the Contract, the amount you receive from any payments, and the amount of interest credited at the end of the Interest Term due to the Surrender Charge, Equity Adjustment, Interest Adjustment, and the use of proportionate withdrawal calculations.


We will only issue the Contract on the 10thoffer eleven Floor options which provide different levels of protection, 0%, -1%, -2%, -3%, -4%, -5%, -6%, -7%, -8%, -9%, and 25th of each month (an “Issue Date”)-10%. If we receiveyou allocate to an Allocation Option with a Floor Crediting Strategy, you must also specify your Purchase Payment and all necessary paperwork to process your Contract beforeFloor by choosing one of the Issue Date, we will deposit your Purchase Payment in our General Account. We then will transfer your Purchase Payment, based on the allocation you specified, to the Risk Control Accounts on the Contract Issue Date. Youreleven available options.

The Purchase Payment will begin to earn Index Interest, if any, only after it has beenbe 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 Date if you have not made any additional allocation change requests. This means, for example, that if yourto the Allocation Options according to the allocation instructions requireon file with us.

Transactions that 50% of yourare scheduled to occur on a day that the Index Value for a Risk Control Account is not available will be processed on the next Business Day at the Index Value for that day.

Reallocating 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 AccountsValue: Transfers

An Allocation Option is available on the Contract Issue Date and at the end of the Interest Term. For example, an Interest Term of one year is available on the Contract Issue Date and every Contract Anniversary sothereafter; whereas an Interest Term of six years is available on the Contract Issue Date and every sixth Contract Anniversary. This means that 50% of yourthe six-year Interest Term will not be available for you to allocate Contract Value has been allocated to bothon every Contract Anniversary. Additionally, the Secure Accountsix-year Interest Term is unavailable if the Income Payout Date is less than six years from the start of the Interest Term.

At least two weeks prior to the end of an Interest Term, Owners will be notified of the available Allocation Options to which they may transfer their maturing Contract Value. The new Allocation Options may have different Interest Terms and Growth Account following the transfer.Crediting Strategies than what was previously available.

You may change your allocation of Contract Value between the Risk Control Accounts once each Contract Year. Any new allocation change request

New transfer instructions by Authorized Request will supersede any prior allocation change requests you made. Theretransfer instructions for a given Allocation Option. Transfers 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. not permitted during an Interest Term.

If we do not receive your Writtentransfer instructions by Authorized Request in time forat least one Business Day prior to the nextend of the current Interest Term, we will apply the value of the maturing Contract Anniversary, your instructionsValue to a new Interest Term of the same Allocation Option. Any applicable Floor will also be effective onapplied to the following Contract Anniversary.new Index Term. If the same Allocation Option is not available, we will apply the value to the Declared Rate Account with a 1-year Interest Term.

Please note that at any time the Index

Changes to Crediting Strategy Components.The initial Cap, Participation Rate, and Declared 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.)

contract value

Onare available in advance of the Contract Issue Date and will be provided by your financial professional or by calling the Company at 1-800-798-5500. The Cap, Participation Rate, and Declared Interest Rate will not change during the Interest Term. We may declare a new Cap, Participation Rate and Declared Interest Rate for each subsequent Interest Term and will notify you of the new Cap, Participation Rate and Declared Interest Rate at least two weeks in advance of the start of an Interest Term. The Cap and Participation Rate will never be lower than the minimum rates described in this Prospectus. See “Declared Rate Account Allocation Option” for the Minimum Interest Rate and “Risk Control Account Allocation Options – Setting the Crediting Strategies” for the minimum Cap and Participation Rate. The Floors and Buffer for an Allocation Option will not change during the life of your Contract Value equalsunless the Purchase Payment. Each RiskAllocation Option is discontinued. However, an Allocation Option with a Floor of 0% will always be available. We may not always make available Allocation Options with Buffers, however, if one is available, a Buffer of -10% or more will be available. In other words, there would be a Buffer option to limit the maximum loss to no more than 90%.

Addition or Discontinuation of an Allocation Option or Index. There is no guarantee that any Allocation option or Index will be available during the entire time you own your Contract. We may offer additional Allocation Options at our discretion, which includes offering an additional Index, Crediting Strategy, or Interest Term. We may also discontinue an Allocation Option or Index at our discretion effective as of the end of an Interest Term. In the case of certain Index changes, we may discontinue an Index and substitute a new Index for an Allocation Option before the end of an Interest Term. An Allocation Option may be discontinued before the end of an Interest Term if an Index is discontinued and we do not provide a substitute Index. Such a change will be subject to any required regulatory approval. Any change we make will be on a non-discriminatory basis.


See “Risk Control Allocation Options –Allocation Option and Index Changes” below.

DECLARED RATE ACCOUNT ALLOCATION OPTION

The Declared Rate Separate Account is an insulated separate account that we 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 sum of the Risk Control Account Values.

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risk control accounts

You may allocate your Purchase Payment to one or both of the two Risk Control Accounts we currently make available, the Securewithin our General Account and under the Growth Account. Welaws of Iowa in which we hold reserves for our guarantees under the Index InterestDeclared Rate Floor and Cap guarantees for amounts allocated to the Risk Control Accounts in the Separate Account. Our other General Account assets are also available to meet thethose and other guarantees under the Contract as well asand our other general obligations. The Declared Rate Separate Account is not registered under the Investment Company Act of 1940. The assets in the Declared Rate Separate Account are equal to the reserves and other liabilities of the contracts supported by the Declared Rate Separate Account and are not chargeable with liabilities arising out of any other business that we conduct. We have the right to transfer to our General Account any assets of the Declared Rate Separate Account that are in excess of such reserves and other contract liabilities. The guarantees in this Contract are subject to the Company’s financial strength and claims-paying ability.

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

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

The Minimum Interest Rate will be determined on the Contract Issue Date and every sixth Contract Anniversary based on the calendar quarter in which the Issue Date or Contract Anniversary falls. The Minimum Interest Rate will apply Credited Indexfor six years and then will be recalculated for the next six-year period.

The Minimum Interest Rate will never be less than the lesser of:

a)3%; or
b)The interest rate determined as the greater of:
1)The average of the three applicable monthly five-year Constant Maturity Treasury (CMT) rates reported by the Federal Reserve rounded to the nearest 0.05%, as described below, minus 1.25%; or
2)The nonforfeiture interest rate floor required by the National Association of Insurance Commissioners (NAIC) Standard Nonforfeiture Law for Individual Deferred Annuities, 0.15%.

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 CMT rates will be used to determine the first quarter interest rate that is effective each January 1;
The prior December, January, and February monthly five-year CMT rates will be used to determine the second quarter interest rate that is effective each April 1;
The prior March, April, and May monthly five-year CMT rates will be used to determine the third quarter interest rate that is effective each July 1; and
The prior June, July, and August monthly five-year CMT rates will be used to determine the fourth quarter interest rate that is effective each October 1.

RISK CONTROL ACCOUNT ALLOCATION OPTIONS

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

You may allocate all or a portion of your Purchase Payment and Contract Value to the Risk Control Accounts we make available. The portion of the Contract Value allocated to a Risk Control Account on a Contract Anniversarybecomes part of the Risk Control Account Value.

Each Risk Control Account is uniquely structured based on the percentage change incombination of Crediting Strategy, reference Index, and Interest Term. The Crediting Strategy is the method by which interest is calculated. Currently, the following Crediting Strategies are available for the Risk Control Accounts:

Floor with Cap
Buffer with Participation Rate

Additionally, we currently offer two reference indices, the S&P 500 Index duringand the Contract Year just completed,Barclays Risk Balanced Index.

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 Index can go up or down based on the stock prices of the companies that comprise the Index. The Index does not include dividends paid on the securities comprising the Index and therefore does not reflect the full investment performance of the underlying securities.

The Barclays Risk Balanced Index allocates between equities and fixed income using the principles of Modern Portfolio Theory, which seeks to maximize the expected return based on a given level of market risk. Equities consist of an equally weighed portfolio of 50 US stocks that have shown low volatility during the past year. To ensure sector diversification, there can be no more than 10 securities per sector. Dividends are reinvested. For fixed income, the Index provides exposure to four indices tracking the 2, 5, and 10-year US Treasury futures, equally weighted. Each month, the Index will determine the optimal weights to be allocated between equities and fixed income using Mean Variance Optimization, an approach in which the risk, expressed as the variance, is compared against the expected return to choose the investment portfolio that results in the maximum expected return for a given level of risk. This process selects the combination that has the highest estimated return potential with 10% risk, assuming that the risk-adjusted returns offered by equities and fixed income will be comparable to each other in the near future. In addition to this monthly process, the Index may rebalance daily to adjust for a 10% volatility (risk) target. Should the selected optimal weights exceed the 10% target, the index will reduce its exposure to equities and fixed income. Conversely, should optimal weights result in a lower volatility than 10%, the index may increase its exposure to equities and fixed income. The Index deducts a fee of 0.5% for the equity exposure, 0.2% per year for the treasury exposure, and a cost equal to the 1-month US dollar LIBOR rate (before April 28, 2022) or SOFR plus 0.1145% (on and after April 28, 2022) for the equity component which may be increased or decreased in aggregate by the volatility control mechanism. These deductions will reduce Index performance, and the Index will underperform similar portfolios from which these fees and costs are not deducted.


We offer two Interest Terms, 1 year or 6 years. Risk Control Account Value is credited with interest based on the investment performance of external Indices, subject to the applicable Crediting Strategy.

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

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

We currently offer one Buffer option, -10%. If this option is elected, negative investment performance of the applicable Index will not reduce your Risk Control Account Value if the negative investment performance is between zero and -10% for the Interest Term. If the investment performance is lower than -10% for the Interest Term, your Risk Control Account Value will be reduced by the amount of negative investment performance in excess of -10%. This means your Risk Control Account Value can be reduced by as much as 90% due to negative investment performance of the applicable Index over the Interest Term.

Negative investment performance is limited by the Floor and Buffer for a given Interest Term, but you could lose more due to losses in subsequent Interest Terms. , If you make withdrawals or surrender your Contract, the Floor and Buffer do not limit losses from the Surrender Charge, Interest Adjustment, Equity Adjustment, federal income taxes, or proportionate withdrawal calculations, which could significantly reduce the values under the Contract and the amount you receive from any payments.

The Cap and Participation Rate limit the amount of positive interest credited to the Risk Control Account. Each Risk Control Account will have either a Cap or a Participation Rate. The Cap represents the maximum amount of interest that the Company will credit to the Risk Control Account. The Participation Rate is a percentage multiplied by the Index InterestReturn if the Index Return is positive. If the Participation Rate Floor. Inis lower than 100%, it will limit the caseamount of a partial withdrawal, surrender, annuitization or deathinterest credited by the Company.

The Cap and Participation Rate will not change for the duration of the Owner that occurs duringInterest Term. We may declare a Contract Year on a date other than a Contract Anniversary, wenew Cap and Participation Rate for each subsequent Interest Term and will apply Creditednotify you of the new Cap or Participation Rate two weeks in advance of the start of an Interest Term.

We hold reserves in the Risk Control Separate Account for amounts allocated to the Risk Control

Accounts in support of the guarantees associated with the Floor, Buffer, Cap, and Participation Rate. Your Risk Control Account Value reflects, in part, the performance of the reference Index, Interestsubject to your Contract Value allocated tothe Equity Adjustment and applicable Crediting Strategy. When funds are withdrawn from a Risk Control Account basedprior to the end of the Interest Term for a surrender, partial withdrawal, annuitization or payment of the Death Benefit, we apply the Equity Adjustment on the date of withdrawal to determine the Risk Account Control Value as described below.

The performance of the S&P 500 Index does not include dividends paid on the securities comprising the Index, and therefore, the performance of the Index does not reflect the full performance of those underlying securities.

The performance of the Barclays Risk Balanced Index reflects dividends reinvested. The Index deducts a fee of 0.5% for the equity exposure, 0.2% per year for the treasury exposure, and a cost equal to the 1-month US dollar LIBOR rate (before April 28, 2022) or


SOFR plus 0.1145% (on and after April 28, 2022) for the equity component which may be increased or decreased in aggregate by the volatility control mechanism. These deductions will reduce Index performance, and the Index will underperform similar portfolios from which these fees and costs are not deducted.

The Index Return is the percentage change in the Index from the beginning of the Contract YearInterest Term to the dateend of the partial withdrawal, surrender, annuitizationInterest Term. Because interest is calculated on a single point in time you may experience negative or death, as applicable, subject to the interest rate calculation methodology, Index Interest Rate Cap and Index Interest Rate Floor. Please note thatflat performance even though the Index does not include dividends paid on the stocks comprising the Index, and therefore does not reflect the full investment performanceexperienced gains through some, or most, of the underlying stocks.Interest Term.

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 Interest you earn.

In the event that we substitute the Index, we will attempt to add a suitable alternative index as a replacement to the Index on the same day that we remove the Index. If we are unable to do so, so that there is a brief interval between the date on which we 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 your Contract Value for that Contract 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 Contract 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:

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.Crediting Strategies

We consider various factors in determining the Index Interest Rate CapsCrediting Strategies and Index Interest Rate Floors,associated rates, 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 Interestrates for the Cap, Participation Rate, CapFloor, and the Index Interest Rate FloorBuffer at our sole discretion.

We set the Index InterestCap and Participation Rate Cap at the beginningstart of each Contract YearInterest Term and guarantee the Index Interest Rate Capthem 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.Term. We will forward advance written notice to youOwners of any change in the Cap and Participation Rate for the subsequent Interest Term at least two weeks prior to start of the Index Interest Rate Cap at least fifteen days prior to the start of that Contract Year. TheTerm. This notice will also describe yourthe Owner’s right to transfer Contract Value between the Secure Account and the Growth Account and your right to exercise the Bailout Provision, if applicable.available Allocation Options. 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 Interesta guaranteed minimum of 1%. The Participation 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 thesubject to a guaranteed minimum of 10%.

Allocation Option and Index Interest Rate Cap for the Growth Account equal to 1.0%.Changes

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 howAt our discretion, 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.may:

Assumeoffer additional Allocation Options, such as an additional Index, Crediting Strategy, or Interest Term;
discontinue an Allocation Option or Index effective as of the following information:end of an Interest Term;
in the case of an Index change described below, substitute a new Index for an Allocation Option before the end of an Interest Term; or

Prior Contract Anniversary:

9/30/2016

Initialin the case of an Index Value:

1,000
Secure Account Value:$75,000

Indexchange described below, discontinue an Allocation Option before the end of an 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:1,200Term if we do not provide a substitute Index.

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 retainsWe reserve 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.

Additionadd or Substitution of ansubstitute any Index. There is no guarantee that Generally, the Index associated with a given Risk Control Account will be available duringremain unchanged for the entire time you own your Contract. If: (i)duration of the Interest Term. However, if the publication of an Index is discontinued or (ii) the calculation of anthat Index is materially changed, substantially, we may substitute a suitable similar broad based U.S. stock market indexIndex that will be used for the original Index. If we substitute an index,remainder of the Interest Term. Examples of such material changes to the Index include, without limitation: a contractual dispute between us and the Index provider, changes that make it impractical or too expensive to purchase derivatives to hedge the Index, or changes that result in significantly different Index Values or performance. The performance of the new Index may differ from the original Index. This, in turn, Index, whichmay affect the Creditedinterest credited to the Risk Control Account and the interest you earn under the Contract. However, a change in the Index Interest you earn. We will not change the Cap, Participation Rate, Floor, or Buffer for your Contract at the time of the change.

If we remove an Index, we will attempt to add a suitable alternative index that is substantially similar to the Index being replaced on the same day that we remove the Index. To determine the Index Return, we will add (1) the percentage change in the Index from the beginning of the Interest Term to the date on which the Index became unavailable and (2) the percentage change for the substitute Index from the date of substitution until the end of the Interest Term.

If we are unable to substitute a new Index at the same time an indexIndex ceases to be available, there may be a brief interval between the date on which we remove the Index and add a substitute Index. In this situation, your Contract Value will continue to be allocated to the Risk Control Accounts. However, during the interim period, your Contract Value (including any Equity Adjustment) will be based on the percentage change in the Index from the beginning of the Interest Term to the date on which the Index became unavailable under the Contract, which means market changes during the delay will not be used to determine your Risk Control Account Value.


In the unlikely event that an Index is discontinued, we do not provide a substitute Index, and the Allocation Option is discontinued during an Interest Term as a result, we will credit interest from the beginning of the Interest Term until that index has been approvedthe date the Allocation Option is discontinued using the percentage change in the Index from the beginning of the Interest Term to the date on which the Index became unavailable. The resulting Risk Control Account Value will be transferred to the Declared Rate Account for the remainder of the Interest Term, where it will earn the Declared Interest Rate starting on the date of transfer until the next Contract Anniversary. The amount of interest you earn in the Declared Rate Account may be less than the amount you would have earned in the Risk Control Account at the end of the Interest Term. If there is a delay between the date we remove the Index and the date we transfer value to the Declared Rate Account, your Risk Control Account Value prior to the transfer will be based on the value of the Index on the date the Index ceased to be available, which means market changes during the delay will not be used to calculate the Index Return.  

Such a change will be subject to any required regulatory approval, such as any required approval of the Index by the insurance department in your state. The selection criteria for a suitable alternativeWe will notify you of an Allocation Option or Index includes the following:

change and its effective date 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 statingaddress.

An Index or Allocation Option Change may negatively affect interest credited and your resulting Contract Value, as well as how you want to allocate Contract Value between available Allocation Options.

CONTRACT VALUE

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

Declared Rate Account Value

The Declared Rate Account Value on whichany Business Day is equal to:

a.)The amount applied to the Declared Rate Account at the start of the current Interest Term; less
b.)Any withdrawals (including any Surrender Charge and Interest Adjustment); plus
c.)The interest earned.

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

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 varies based on the Business Day it is calculated:

On the first Business Day of an Interest Term, the Risk Control Account Value is equal to the Crediting Base.

On the last Business Day of an Interest Term the Risk Control Account Value is equal to the Crediting Base multiplied by the sum of one plus the Adjusted Index Return.

On every other Business Day, the Risk Control Account Value is equal to the Crediting Base plus the Equity Adjustment.

Determining the Crediting Base

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

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

If the Risk Control Account Value immediately prior to the withdrawal is greater than the Crediting Base, the reduction to the Crediting Base will be less than the amount of the withdrawal.

If the Risk Control Account Value immediately prior to the withdrawal is less than the Crediting Base, the reduction to the Crediting Base will be greater than the amount of the withdrawal.

The following formulas are used for this calculation:

Withdrawal as a percentage of Risk Control Account Value = withdrawal / (Risk Control Account Value immediately prior to withdrawal), where “withdrawal” includes any applicable Surrender Charge and Interest Adjustment

Reduction in Crediting Base = (Crediting Base before withdrawal) x (withdrawal as a percentage of Risk Control Account Value)

Crediting Base After Withdrawal = (Crediting Base before withdrawal) – (reduction in Crediting Base)

The Crediting Base is not used for the Declared Rate Account.

Examples of Crediting Base After a Withdrawal

Note, the “withdrawal,” as used in the examples below, includes any applicable Surrender Charge and Interest Adjustment. The Equity Adjustment is reflected in the Risk Control Account Value.

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

Assume the following:

Crediting Base before withdrawal = $100,000
Withdrawal = $20,000
Risk Control Account Value at time of withdrawal = $115,000

○    Equity Adjustment = $115,000 - $100,000 (the Crediting Base) = $15,000

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

Withdrawal as a percentage of Risk Control Account Value = withdrawal / (Risk Control Account Value immediately prior to withdrawal)
Withdrawal as a percentage of Risk Control Account Value = $20,000 / $115,000 = 0.173913

Step 2: Calculate the reduction in the Crediting Base

Reduction in Crediting Base = (Crediting Base before withdrawal) x (withdrawal as a percentage of Risk Control Account Value)
Reduction in Crediting Base = $100,000 x 0.173913 = $17,391.30

Step 3: Calculate the Crediting Base after withdrawal

Crediting Base after withdrawal = (Crediting Base before withdrawal) – (reduction in Crediting Base)
Crediting Base after withdrawal = $100,000 - $17,391.30 = $82,608.70

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

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

Assume the following:

Crediting Base before withdrawal = $100,000
Withdrawal = $20,000
Risk Control Account Value at time of withdrawal = $80,000

○    Equity Adjustment = $80,000 - $100,000 (the Crediting Base) = -$20,000

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

Withdrawal as a percentage of Risk Control Account Value = withdrawal / (Risk Control Account Value immediately prior to withdrawal)
Withdrawal as a percentage of Risk Control Account Value = $20,000 / $80,000 = 0.25

Step 2: Calculate the reduction in the Crediting Base

Reduction in Crediting Base = (Crediting Base before withdrawal) x (withdrawal as a percentage of Risk Control Account Value)
Reduction in Crediting Base = $100,000 x 0.25 = $25,000

Step 3: Calculate the Crediting Base after withdrawal

Crediting Base after withdrawal = (Crediting Base before withdrawal) – (reduction in Crediting Base)
Crediting Base after withdrawal = $100,000 - $25,000 = $75,000

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

Index Return and Adjusted Index Return

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

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

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

Index Return = A / B – 1 where,

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

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


If the first or last day of the Interest Term does not fall on a Business Day, the Index Value for the next Business Day will be added or substituted. We will send youused.

Adjusted Index Return. The Adjusted Index Return is the notice inIndex Return for the annual report unless earlier written noticecurrent Interest Term adjusted for the Crediting Strategy. The calculation of the Adjusted Index Return varies based on the Crediting Strategy:

The Adjusted Index Return for the Floor and Cap Crediting Strategy is necessary.calculated as follows:

If the Index Return is positive or zero, the Adjusted Index Return equals the lesser of the Index Return or the Cap.
market value adjustment (“MVA”)
If the Index Return is negative, the Adjusted Index Return equals the greater of the Index Return or the Floor.

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

If the Index Return is 6.00%, because the Index Return is positive, the Adjusted Index Return equals the lesser of the Index Return or the Cap:
Lesser of 6.00% or 10.00% = 6.00%.
If the Index Return is 16.00%, because the Index Return is positive, the Adjusted Index Return equals the lesser of the Index Return or the Cap:
Lesser of 16.00% or 10.00% = 10.00%.

If the Index Return is -6.00%, because the Index Return is negative, the Adjusted Index Return is the greater of the Index Return or the Floor:

Greater of -6.00% or -10.00% = -6.00%.

If the Index Return is -16.00%, because the Index Return is negative, the Adjusted Index Return is the greater of the Index Return or the Floor:

Greater of -16.00% or -10.00% = -10.00%.

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

If the Index Return is positive, the Adjusted Index Return equals the Index Return multiplied by the Participation Rate.

If the Index Return is between zero and the Buffer, the Adjusted Index Return equals zero.

If the Index Return is lower than the Buffer, the Adjusted Index Return equals the Index Return minus the Buffer.

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

If the Index Return is 6.00%, because the Index Return is positive, the Adjusted Index Return equals the Index Return multiplied by the Participation Rate:

6.00% x 125% = 7.50%.

If the Index Return is -6.00%, because the Index Return is negative and between 0.00% and -10.00%, the Adjusted Index Return is zero:

0.00%.

If the Index Return is -16.00%. Because the Index Return is negative and less than the Buffer, the Adjusted Index Return equals the Index Return minus the Buffer:

-16.00% - (-10.00%) = -6.00%.

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

If the Index Return is positive or zero, the Adjusted Index Return equals the lesser of the Index Return or the Cap.
If the Index Return is between zero and the Buffer, the Adjusted Index Return equals zero.
If the Index Return is lower than the Buffer, the Adjusted Index Return equals the Index Return minus the Buffer.

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

If the Index Return is 6.00%, because the Index Return is positive, the Adjusted Index Return equals the lesser of the Index Return or the Cap:


○    Lesser of 6.00% or 10.00% = 6.00%.

If the Index Return is 16.00%, because the Index Return is positive, the Adjusted Index Return equals the lesser of the Index Return or the Cap:

○    Lesser of 16.00% or 10.00% = 10.00%.

If the Index Return is -6.00%, because the Index Return is negative and between 0.00% and -10.00%, the Adjusted Index Return is zero:

○    0.00%.

If the Index Return is -16.00%. Because the Index Return is negative and less than the Buffer, the Adjusted Index Return equals the Index Return minus the Buffer:

○    -16.00% - (-10.00%) = -6.00%.

Examples of the Risk Control Account Value Calculation on the Last Business Day of an Interest Term

The following examples illustrate how investment performance of the reference Index is applied in crediting interest to the Risk Control Accounts. No withdrawals are assumed to occur under these examples and all values are determined on the last Business Day of an Interest Term. 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 using a Cap and Floor Crediting Strategy. In this example, the Index Return is positive and greater than the Cap.

Assume the following information:

As of the first day of the Interest Term

Risk Control Account Value is equal to the Crediting Base on the first Business Day of the Interest Term: $100,000

Index Value: 1000
Floor: -10.00%
Cap: 15.00%

As of the last day of the Interest Term:

Crediting Base: $100,000
Closing Index Value: 1300

Step 1: Calculate the Index Return 

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

Step 2: Calculate the Adjusted Index Return 

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

Step 3: Calculate the Risk Control Account Value 

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

Example 2: This example illustrates how interest would be credited based on the return of the Index using a Cap and Floor Crediting Strategy. In this example, the Index Return is negative. 

Assume the following information:


As of the first day of the Interest Term

Risk Control Account Value is equal to the Crediting Base on the first Business Day of the Interest Term: $100,000
Index Value: 1000
Floor: -10.00%
Cap: 15.00%

As of the last day of the Interest Term:

Crediting Base: $100,000
Closing Index Value: 700

Step 1: Calculate the Index Return 

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

Step 2: Calculate the Adjusted Index Return 

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

Step 3: Calculate the Risk Control Account Value 

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

Example 3: This example illustrates how interest would be credited based on the return of the Index using a Participation Rate and Buffer Crediting Strategy. In this example, the Index Return is positive.

Assume the following information:

As of the first day of the Interest Term

Risk Control Account Value is equal to the Crediting Base on the first Business Day of the Interest Term: $100,000
Index Value: 1000
Buffer: -10.00%
Participation Rate: 115.00%

As of the last day of the Interest Term:

Crediting Base: $100,000
Closing Index Value: 1300

Step 1: Calculate the Index Return

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

Step 2: Calculate the Adjusted Index Return

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


Step 3: Calculate the Risk Control Account Value

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

Example 4: This example illustrates how interest would be credited based on the return of the Index using a Participation Rate and Buffer Crediting Strategy. In this example, the Index Return is between zero and the Buffer.

Assume the following information:

As of the first day of the Interest Term

Risk Control Account Value is equal to the Crediting Base on the first Business Day of the Interest Term: $100,000

Index Value: 1000

Buffer: -10.00%

Participation Rate: 115.00%

As of the last day of the Interest Term:

Crediting Base: $100,000

Closing Index Value: 950

Step 1: Calculate the Index Return

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

Step 2: Calculate the Adjusted Index Return

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

Step 3: Calculate the Risk Control Account Value

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

Example 5: This example illustrates how interest would be credited based on the return of the Index using a Participation Rate and Buffer Crediting Strategy. In this example, the Index Return is lower than the Buffer.

Assume the following information:

As of the first day of the Interest Term

Risk Control Account Value is equal to the Crediting Base on the first Business Day of the Interest Term: $100,000
Index Value: 1000
Buffer: -10.00%
Participation Rate: 115.00%

As of the last day of the Interest Term:

Closing Index Value: 700

Step 1: Calculate the Index Return

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


Step 2: Calculate the Adjusted Index Return

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

Step 3: Calculate the Risk Control Account Value

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

Equity Adjustment

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

The Equity Adjustment is used to calculate the Risk Control Account Value during an Interest Term. If you take a withdrawal, surrender your Contract, die, or takebegin Income Payout Options by taking amounts from a partial withdrawal in excessRisk Control Account before the expiration of the free annual withdrawal amount during the Initial Index Period,an Interest Term, we will apply the MVAEquity Adjustment, which may be positive or negative.

The Equity Adjustment protects the Company from market losses relating to changes in the amount being surrendered or withdrawn in excessvalue of the free annualinvestments that support the Risk Control Accounts when withdrawals are made during the Interest Term. You bear the risk that the Equity Adjustment may decrease your Risk Control Account Value if you withdraw amounts from a Risk Control Account during the Interest Term.

The Equity Adjustment may be negative even when the Index Return is positive. This is primarily due to market inputs for volatility, interest rates, and dividends as well as the amortized option cost, and trading costs. A negative Equity Adjustment will reduce the values under the Contract, and it is possible in extreme circumstances to lose up to 100% of your principal and previously credited interest if you take a withdrawal amount. No MVAor surrender your Contract. Additionally, only the Crediting Base remaining after a withdrawal will apply aftercredited interest, positive or negative, at the end of the Initial Index Period.Interest Term.

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.

Purpose

The Equity Adjustment is calculated separately for each Risk Control Account and varies based on the Crediting Strategy. The Equity Adjustment is calculated as of the MVAend of each day, except the first and last Business Day of an Interest Term.

The MVAEquity Adjustment reflects the value of hypothetical derivative instruments that hedge market risks associated with the Risk Control Accounts. The value 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 of the free annual withdrawal amount during the Initial Index Period. In general, if interest rate levels have increased at the time of surrender or partial withdrawal over their levels at the time we issued the Contract, the MVA will be negative. Similarly, in general, if interest rate levels have decreased at the time of surrender or partial withdrawal over their levels at the time we issued the Contract, the MVA will be positive. The MVA reflects in partrepresented by the difference between the effective yieldvalue of the Constant Maturity Treasuryhypothetical derivative instruments on a given date before the end of the Interest Term and the value of the hypothetical derivative instruments at the start of the Interest Term, adjusted for the time elapsed in the Interest Term. The Equity Adjustment calculation uses the Black Scholes or Black’s model to value the hypothetical derivatives.

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

For Risk Control Accounts with a Cap, the current value of the hypothetical long call and short call reflects the potential for increases in the reference Index during the Interest Term up to the Cap.
For Risk Control Accounts with a Participation Rate, the current value of the hypothetical long call multiplied by the Participation Rate reflects the potential for increases in the reference Index during the Interest Term.


For Risk Control Accounts with a Floor, the current value of the hypothetical short put and long put reflects the potential for decrease in the reference Index during the Interest Term up to the Floor.
For Risk Control Accounts with a Buffer, the current value of the hypothetical short put reflects the potential for decreases in the reference Index during the Interest Term in excess of the Buffer.

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

A = Crediting Base

B = Hypothetical option value

C = Amortized option cost

D = Trading costs

Hypothetical option value is the hypothetical option value as of the current Business Day.
Amortized option cost is the hypothetical option value as of the start of the Interest Term, adjusted for the time elapsed in the Interest Term. To adjust for the time elapsed in the Interest Term, the hypothetical option value as of the start of the Interest Term is multiplied by the number of days remaining in the Interest Term divided by the total number of days in the Interest Term.
Trading costs represent the additional cost of selling the hypothetical options. The trading cost may change for new contracts but is currently 0.15% of the Crediting Base.

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

Hypothetical Option Value

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

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

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

Strike Price of the Option. The strike price varies for each derivative instrument. The strike price for each derivative instrument is described below.

Long call:

oIndex Value as of the start of the Interest Term

Short put:

oFloor Crediting Strategy: Index Value as of the start of the Interest Term

oBuffer Crediting Strategy: (Index Value at start of the Interest Term) x (1 + Buffer)

Long put (Floor Crediting Strategy only):

o(Index Value at start of the Interest Term) x (1 + Floor)

Short call (Cap Crediting Strategy only)

o(Index Value as of the start of the Interest Term) x (1 + Cap)

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

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

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

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

Dividend Rate of the Index for the Remaining Term of the Option. The dividend rate representingfor the average yieldtime remaining using linearly interpolated rates or implied from market data.

Risk-Free Interest Rate for the Remaining Term of various Treasury securities,the Option. The risk-free rate is a benchmark rate used for the U.S. financial services industry in valuing financial instruments, with a maturity equal to the time remaining in the Interest Term. If there is no corresponding length, linear interpolation is used using rates with the closest remaining term.

The Equity Adjustment is not applied to Contract Value in the Declared Rate Account.

Interest Adjustment

A withdrawal, including a partial withdrawal, a full surrender of the Contract, the Death Benefit, or the Contract Value applied to an Income Payout Option, may be adjusted (increased or decreased) for the Interest Adjustment. The Interest Adjustment applies to every Allocation Option, including the Declared Rate Account, and will always apply for the six-year rolling period beginning on the Contract Issue Date for a duration equaleven if the Allocation Options elected have an Interest Term of less than six years. The Interest Adjustment does not apply to transfers or to amounts withdrawn on every sixth Contract Anniversary. For Contracts issued on or after September 25, 2022, the Interest Adjustment does not apply to the Initial Index Period andAnnual Free Withdrawal Amount.

The Equity Adjustment protects the effective yieldCompany from market losses relating to changes in the value of the Constant Maturity Treasury rate forinvestments that support the Risk Control Accounts when withdrawals are made during the Interest Term. You bear the risk that the Interest Adjustment may decrease the amount of a duration equal towithdrawal made during the remaining lengthsix-year period.

The Interest Adjustment reflects the change in value of the Initial Index Period atinvestments that support the time of

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surrender or partial withdrawal. In addition,guarantees under this Contract upon withdrawal during the MVA reflects in part the difference between the effective yield of the BofA Merrill Lynch 1-10 Year US Corporate Constrained Index, Asset Swap Spread, a rate representative of investment grade corporate debt credit spreads in the U.S.,six-year rolling period beginning on the Contract Issue Date andDate. Rates used in determining the effective yieldInterest Adjustment are reset every sixth Contract Anniversary.

On any given Business Day, the Interest Adjustment is calculated by multiplying the amount withdrawn by the sum of the BofA 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 MVA will have. We will increase the amount you will be paid from a partial withdrawal by the amount of any positive MVA, and in the case of a surrender of the Contract, we will increase your Surrender Value by the amount of any positive MVA. Conversely, we will decrease the amount you will be paid from a partial withdrawal by the amount of any negative MVA, and in the case of a surrender of the Contract, we will decrease your Surrender Value by the amount of any negative MVA.

In general, if the Constant Maturity Treasury rate and BofA 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 issued the Contract, the MVA 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 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 issued the Contract, the MVA will be positive and will increase the Surrender Value or amount you receive from a partial withdrawal. The Company uses both the Constant Maturity Treasury rate and BofA Merrill Lynch 1-10 Year US Corporate Constrained Index Asset Swap Spread in determining any MVA since together both indices represent a broad mix of investments whose values may be affected by changes in market interest rates.

The amount of the MVA also reflects in part the Credited Index Interest Rate determined at the time of surrender or partial withdrawal. We use the Credited Index Interest Rate to either decrease or increase the amount of the MVA. If the Credited Index Interest Rate is positive, we divide the amount of the withdrawal subject to the MVA by the Credited Index Interest Rate plus 1 which will decrease the amount subject to the market value adjustmentAdjustment factor and therefore reduce the amount of any positive or negative MVA. Conversely, if the Credited Index Interest Rate is negative, we divide the amount of the withdrawal subject to the MVA by the Credited Index Interest Rate plus 1 which will increase the amount subject to the market value adjustment factor and therefore increase the amount of any positive or negative MVA. If the Credited Index Interest Rate is 0%(IAF) minus one (i.e., we divide the amount of the withdrawal subject to the MVA by the Credited Index Interest Rate plus 1 which will not change the amount subject to the market value adjustment factor and therefore will not change the amount of any positive or negative MVA. If the Index has increased since the date on which we determined the Initial Index Value for the Current Contract Year, the Credited Index Interest Rate will be positive. If the Index has decreased since the date on which we determined the Initial Index Value for the Current Contract Year, the Credited Index Interest Rate will be negative.

The MVA 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 Contract to the time of a surrender or partial withdrawal.

Application and Waiver

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

We will not apply an MVA to:

1.free annual withdrawal amounts;
2.Death Benefit proceeds;
3.partial withdrawals that qualify for the Nursing Home or Hospital waiver or terminal illness waiver, described in this Prospectus;

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4.withdrawals under the Bailout Provision;
5.partial withdrawals taken as required minimum distributions under the Internal Revenue Code that are withdrawn under a systematic withdrawal program we provide;
6.partial withdrawals or a surrender after the Initial Index Period; and
7.income payments during the Payout Period.

MVA Formula

An MVAIAF – 1), where IAF is equal to the amount of the partial withdrawal or surrender in excess of the free annual withdrawal amount (W) divided by following formula:

IAF = ((1 plus the Credited Index Interest Rate (IIR*) then multiplied by the market value adjustment factor + I + K)/(MVAF) minus 1 or (W/(1+IIR*+ J + L)))x(MVAF -1).^N, where

Where:

IIR* = Credited Index Interest Rate equal to (A/B) – 1 where:
A = The Adjusted Index Value; and
B = The Initial Index Value for the current Contract Year.
MVAF = ((1 + I + K)/(1 + J + L)) ^N where:
I =The Constant Maturity Treasury rate as of the start of the rolling six-year period beginning on the Contract Issue Date for a maturity consistent with the Initial Index Period (shown on your contract data page);of six years.

J =The Constant Maturity Treasury rate as of the date of withdrawal for a maturity consistent with the remaining lengthnumber of years (whole and partial) in the Initial Index Period;six-year rolling period beginning on the Contract Issue Date, resetting every sixth Contract Anniversary.

(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 ICE BofA Merrill Lynch 1-10 Year US Corporate Constrained Index Asset Swap Spread as of the start of the six-year rolling period beginning on the Contract Issue Date, (shown on your contract data page);resetting every sixth Contract Anniversary.

L =The ICE BofA Merrill Lynch 1-10 Year US Corporate Constrained Index Asset Swap Spread as of the withdrawal date; anddate of withdrawal.

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


We determine I“I” based on the Initial Index Period you have chosen. For example, if you choose the 10-year Initial Index Period at issue, then I would correspond to the 10-year6-year Constant Maturity Treasury rate at the time we issuestart of the Contract.six-year rolling period beginning on the Contract Issue Date, resetting every sixth Contract Anniversary. We determine J“J” when you take a partial withdrawal or surrender.withdrawal. For example, if you chose the 10-year Initial Index Period at issue and surrender the Contract 2two years intoafter the Initial Index Period, Jstart of the six-year rolling period, “J” would correspond to the Constant Maturity Treasury rate consistent with the time remaining in the Initial Index Period or 8six-year period of four years (8(4 = 106 - 2). For I“I” and J“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 “I” and “J” to determine I“I” and J.“J”.

The value of K“K” and L“L” on any Business Day will be equal to the closing value of the IICE BofA Merrill Lynch 1-10 Year US Corporate Constrained Index Asset Swap Spread on the previous Business Day.

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

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

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

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surrender value

IMPORTANT: The Interest Adjustment will either increase or decrease the amount you receive from a withdrawal, surrender, Death Benefit payment, or income payment. You may lose a significant portion of your principal and previously credited interest due to the Interest Adjustment regardless of the Allocation Options to which you allocated Contract Value. You directly bear the investment risk associated with an Interest Adjustment. You should carefully consider your income needs before purchasing the Contract.

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

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

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

 36

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

SURRENDER VALUE

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

The Surrender Value is equal to:

a)Your Contract Value at the end of the Valuation Period in which we receive your Authorized Request, including any applicable Equity Adjustment; minus
b)Any applicable Surrender Charge; adjusted for
c)Any applicable Interest Adjustment.

Instead of crediting interest to amounts that are surrendered prior to the end of the Interest Term, we apply an Equity Adjustment, which may be positive or negative. The Surrender Value could be significantly lower than your Contract Value due to the Equity Adjustment, Interest Adjustment, and Surrender Charge applied to amounts that are surrendered prior to the end of the Interest Term.

Upon payment of the Surrender Value, this contract is terminated, and we have no further obligation under this contract. The Surrender Value will not be less any Surrender Charges (described underthan the “feesamount required by state law in which the contract was delivered. We will pay you the amount you request in connection with a full surrender by withdrawing Contract Value in the Declared Rate Account and charges” section below), and adjusted for any MVA.

fees and charges

We assess the following fees and charges under the Contract.Risk Control Accounts.

Surrender ChargeACCESS TO YOUR MONEY

Partial Withdrawals

If you

The Contract may not be suitable for investors who plan to take withdrawals (including systematic withdrawals and Required Minimum Distributions) or surrender the Contract on any day other than every sixth Contract Anniversary. All withdrawals, including systematic withdrawals and Required Minimum Distributions, will proportionally reduce the Death Benefit and Crediting Base by the ratio of the withdrawal to the Contract Value immediately prior to the withdrawal. This means the Death Benefit and Crediting Base may decrease by more than the amount of the withdrawal, and that decrease could be significant. Partial withdrawals could terminate the Contract. Partial Withdrawals could also significantly reduce the values under your Contract due to the Equity Adjustment, Interest Adjustment, and Surrender Charge. Moreover, only the Crediting Base remaining after the withdrawal will be credited interest, positive or negative, at the end of the Interest Term.

At any time during the Accumulation Period oryou may make partial withdrawals by Authorized Request in Good Order. The minimum partial withdrawal amount is $100. Unless you instruct us otherwise, withdrawals will be processed proportionally from the Contract Value in all Allocation Options. Any applicable Surrender Charge, Interest Adjustment, and Equity Adjustment will affect the amount available for a partial withdrawal. We will pay you the amount you request in connection with a partial withdrawal 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 withdrawals from the Contract, you may want to consider the 10-Year Initial Index Period and allocate Contract Value to the Growth Account. In general, the 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 yourreducing Contract Value in the Declared Rate Account or the appropriate Risk Control Accounts.


Other Information

We assume investment risksPartial withdrawals for less than $25,000 are permitted by telephone and costs in providing the guarantees under the Contract. These investment risks include the risks we assume in providing the floors to the Index Interest credited to the Risk Control Accounts, the surrender rights available under the Contract, the Death Benefit and the income benefits. We must provide the rates and benefits set forth in your Contract regardless of how our General Account investments that support the guarantees we provide perform. To help manage our investment risks, we engage in certain risk management techniques. There are costs associated with those risk management techniques. You do not directly pay the costs associated with our risk management techniques. However, we take those costs into account when we set rates and guarantees under your Contract.

22


access to your money

Partial Withdrawals

At any time after the first Contract Anniversary and before the Payout Date you may make two partial withdrawals each Contract Year. To make a partial withdrawal, you must submit a Written Request in Good Order to our Administrative Office.writing. The written consent of all Owners and irrevocable Beneficiaries must be obtained before we will process the partial withdrawal. Your partial withdrawal request must specify the amount that is to be withdrawn either as a total dollar amount or as a percentage of Contract Value. If a 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 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 ContractSurrender Value into be less than $2,000, we will treat your request for partial withdrawal as a request for full surrender of your Contract. Before processing the Risk Control Accounts based onfull surrender, we will attempt to contact you or your Contractfinancial professional to provide the opportunity for you to take a lower amount to maintain a Surrender Value as of at least $2,000. If we are unable to contact you within one Business Day after receiving your request, we will process the date we received your Written Request in Good Order at our Administrative Office.full surrender.

Partial withdrawals taken during the Initial Index Period may be subject to Surrender Charges and an MVA (see “feesInterest Adjustment and charges”may include an Equity Adjustment. See “Fees and “Market ValueExpenses”, “Equity Adjustment”). and “Interest Adjustment.” Partial withdrawals may also be subject to income tax and, if taken before age 59½, an additional 10% federal penalty tax. You should consult your tax adviser before taking a partial withdrawal. See “federal income tax matters.“Federal Income Tax Matters.

Free annual withdrawal amount. After

Annual Free Withdrawal Amount. For Contracts issued before September 25, 2022, your Annual Free Withdrawal Amount is 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 or apply an MVA.

The free annual withdrawal amount forthat can be withdrawn without incurring a Surrender Charge in a Contract Year. For Contracts issued on or after September 25, 2022, your Annual Free Withdrawal Amount is the amount that can be withdrawn without incurring a Surrender Charge or Interest Adjustment in a Contract Year. The Annual Free Withdrawal Amount in the first Contract Year equalsis 10% of yourthe Purchase Payment less any withdrawal taken in that Contract Year. The Annual Free Withdrawal Amount in subsequent Contract Years is equal to 10% of the Contract Value calculated as of the start oflast Contract Anniversary less any withdrawals taken in 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 samecurrent Contract Year. Any remaining free annual withdrawal amountunused Annual Free Withdrawal Amount will not carry over to a subsequentthe next Contract Year. Partial annuitization will count toward the free annualAnnual Free Withdrawal Amount.

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

Systematic Withdrawals. Reoccurring withdrawals are referred to as systematic withdrawals. If elected at the time of the application or requested at any other time by Authorized Request in Good Order, you may elect to receive periodic partial withdrawals under our systematic withdrawal amount.

If a partialplan. Under the systematic withdrawal would cause your Surrender Value to be less than $2,000,plan, we will treat your requestmake partial withdrawals (on a monthly, quarterly, semi-annual, or annual basis), as specified by you. Systematic withdrawals must be at least $100 each. Generally, you must be at least age 59½ to participate in the systematic withdrawal plan. Systematic withdrawals may be requested on the following basis:

Total systematic withdrawals for the calendar year equal to your annual Required Minimum Distribution; or

As a specified dollar amount

No Surrender Charge will be deducted for partialRequired Minimum Distribution systematic withdrawals. All other systematic withdrawals in excess of the Annual Free Withdrawal Amount will be subject to Surrender Charge. Systematic withdrawals, including Required Minimum Distributions, could significantly reduce the Contract Value due to Surrender Charge, Equity Adjustment, and Interest Adjustment, and the use of proportionate withdrawal calculations. The Contract may not be suitable for investors who plan to take systematic withdrawals under the Contract.

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


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

The Surrender Value falls below the minimum required value of $2,000;

The contract is surrendered;

You request by Authorized Request in Good Order that your participation in the plan cease; or

The Income Payout Date is reached.

Like all withdrawals, systematic withdrawals will reduce the Death Benefit on a proportional basis, perhaps by more than the amount of the withdrawal, as a request for full surrender ofwell as the values under the Contract.

There are federal income tax consequences to partial withdrawals through the systematic withdrawal plan and you should consult with your Contract.tax adviser before electing to participate in the plan. We may discontinue offering the systematic withdrawal plan at any time.

Waiver of Surrender Charges. The following amounts may be withdrawn without incurring a Surrender Charge:

a)Withdrawals under the Nursing Home or Hospital or Terminal Illness waiver, as described below;

b)Refunds under the Right to Examine;

c)Required Minimum Distributions that are withdrawn under the systematic withdrawal plan provided by us;

d)The Annual Free Withdrawal Amount;

e)Death Benefit proceeds;

f)Amounts withdrawn after the first six Contract Years;

g)Contract Value applied to an Income Payout Option; and

h)Transfers.

Nursing Home or Hospital or Terminal Illness Waiver.We will not deduct awaive the 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.Terminal Illness waiver. Before granting the waiver, we may request a second opinion or examination of the Owner or Annuitant by one of our examiners. We will bear the cost of such second opinion or examination. YouIf there is a conflicting opinion between physicians, the Company’s physician will rule. Each waiver may exercise this waiverbe exercised only once during the time you own the Contract.one time.

Nursing Home or Hospital Waiver.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 Homenursing home or Hospital,hospital and has been confined to such Nursing Homenursing home or Hospitalhospital for at least 180 consecutive days after the latter of the Contract Issue Date or the date of change of the Owner or Annuitant. A hospital refers to a facility that is licensed and operated as a hospital according to the law of the jurisdiction in which it is located. A nursing home refers to a facility that is licensed and operates as a nursing facility according to the law of the jurisdiction in which it is located. We may require verification of confinement to the Nursing Homenursing home or Hospital.
The conditions thathospital, and such verification must be met are that:
othe confinement in a Nursing Home or Hospital is recommended by a Physician who is duly licensedsigned by the state to treat the injury or sickness causing the confinement and who is not an employeeadministrator of the Nursing Home or Hospital where any Annuitant or Owner is confined; andfacility.

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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.less due to illness or accident. As proof, we may require a determination of the terminal illness.Terminal Illness. Such determination must be signed by the licensed 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

An Authorized Request is required to exercise this privilege. Proof must be provided at the time of your Contractrequest for more information.partial withdrawal or full surrender under this privilege. If we deny your claim, the surrender or partial withdrawal proceeds will not be disbursed until you are notified of the denial and provided with the opportunity to accept or reject the proceeds, which will be reduced by any Surrender Charges.

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 ContractAppendix C to this Prospectus for further details on these variations. Also, evenEven 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 Additionally, any applicable Equity Adjustment and Interest the Index Interest Rate Floor or the Index Interest Rate CapAdjustment will apply to amounts withdrawn under this Waiver and there may be a proportionate reduction in the event of the death of the Owner during or after the Initial Index Period.Crediting Base and Death Benefit.


Surrenders

At any time before the Payout Date and before the death of the Owner, you

You 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 irrevocable Beneficiaries must be obtained before the Contract is surrendered.

Surrender Charges, an Equity Adjustment and a MVAan Interest Adjustment may apply to your Contract surrender. See “market value adjustment” and “fees and charges.”Instead of crediting interest to amounts surrendered prior to the end of the Interest Term, we will apply an Equity Adjustment, which may be positive or negative. 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.

Partial Withdrawal and Surrender Restrictions

Your right to make partial withdrawals and surrender the Contract is subject to any restrictions imposed by any applicable law or employee benefit plan.

Right to Defer Payments

We may defer payments we make under this Contractreserve 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 we postpone payment, 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, the Index Interest Rate Floor or the Index Interest Rate Cap.

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Bailout Provision

We will set a single bailout rate for all Risk Control Accounts under the Secure Account option and single bailout rate for all Risk Control Accounts under the Growth Account option. The bailout rates 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. 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 the Contract is a Non-Qualified Contract or a Qualified Contract. Generally, for a withdrawal from a Non-Qualified Contract, the amount received will be treated as ordinary income subject to tax up to an amount equal to the excess (if any) of the Contract Value immediately before the distribution over the Owner’s investment in the Contract. If the Contract is a Qualified Contract, a portion of the withdrawal is taxable as ordinary income, based on the ratio of the “investment in the contract” to the individual’s total account balance or accrued benefit under the retirement plan. If taken prior to age 59½, a withdrawal from either a Non-Qualified or a Qualified Contract may be subject to an additional 10% federal tax penalty. See discussion of “Withdrawals” and “Penalty Tax on Certain Withdrawals” under “Federal Income Tax Matters.”DEATH BENEFIT

death benefit

Death of the Owner during the Accumulation Period

If the Owner dies beforeduring the Payout DateAccumulation Period (if there are jointJoint Owners, the Death Benefit will become payable after the first jointJoint 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 Deathdeath of the Owner while the Contract is in force;force (proof of death may consist of a certified copy of the death record, a certified copy of a court decree reciting a finding of death or other similar proof);

ourOur claim form from each Beneficiary, properly completed; and

anyAny other documents we require.

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


The following Death Benefit options are available:

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

Option B: If the Beneficiary is a natural person, the Death Benefit proceeds will be applied in accordance with section 72(s) of the IRC under one of the Income Payout Options. The income payments must be made for the Beneficiary’s life or a period not extending beyond the Beneficiary’s life expectancy. Payments must commence within one year of the date of the Owner’s death.

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

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

If there are multiple Beneficiaries, each Beneficiary will be able to elect to receive his or her share of the benefits under either Option B or Option C. If a Beneficiary does not make such an election, their share of the Death Benefit proceeds will be paid under Option C. Until payment of the Death Benefit proceeds, the proceeds remain in the Contract. Death Benefit proceeds will be distributed 5 years from the Owner’s death or earlier if requested by the Beneficiary. Interest, if any, will be paid on the Death Benefit proceeds under Option C as required by applicable state law. Other minimum distribution rules apply to Qualified Contracts.

Death of the Annuitant during the Accumulation Period

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

If there is a surviving Joint Annuitant, the surviving Joint Annuitant will become the Annuitant.
If there is no Joint Annuitant, the Owner(s) will become the Annuitant(s).

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

The death of any Annuitant will be treated as the death of the Owner and Death Proceeds must be distributed in accordance with Death Benefit Options B or C.
Unless payments under option B commence within one year of the date of death, the entire interest in the Contract will be paid in accordance with Death Benefit Option C.

Payment of Death Benefit Proceeds

The Death Benefit will equal your Contract Value adjusted forproceeds are payable upon our receipt of proof of death of the applicationOwner (or Annuitant’s death if the Owner is a non-natural person), and proof of any Credited Index Interest oneach Beneficiary’s interest. Proof of death may consist of a certified copy of the datedeath record, a certified copy of a court decree reciting a finding of death or other similar proof. Proof of each Beneficiary’s interest includes the required documentation and proper instructions from each Beneficiary. If we receive Due Proofproof of Death. If we receive Due Proof of Death by 3:death 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 Proofproof of Deathdeath 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.

No Surrender Charges or MVA will apply to the 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 60Benefit proceeds will be paid within 7 days after we receive Due Proofour receipt of Death, the Beneficiary must elect the payment method for the Death Benefit. Those options are described below. We will payproof of death and proof of each Beneficiary’s interest.

So far as permitted by law, the Death Benefit in a manner that complies with the requirements of Section 72(s) or 401(a)(9)proceeds will not be subject to any claim of the Internal Revenue Code, as applicable.Beneficiary's creditors.

Death of Annuitant While the Owner is Living


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

If the Owner is not a natural person and the last surviving Annuitant dies before the Payout Date, theThe Death Benefit will be payable toterminates on the Beneficiary.

Death Benefit Payment Options

The following rules apply toearlier of the termination of the Contract, payment of the Death Benefit under a Non-Qualified Contract:proceeds, or when the entire Contract is applied to an Income Payout Option.

Death Benefit Proceeds Amount

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

a)
Spouses IfThe current Contract Value on the sole Beneficiarydate Death Benefit proceeds are payable, including any applicable Equity Adjustment and Interest Adjustment; or
b)The Purchase Payment adjusted for withdrawals.

Withdrawals will proportionally reduce the Purchase Payment by the ratio of the withdrawal to the Contract Value immediately prior to the withdrawal, which can result in decreasing the Death Benefit by more than the amount of the withdrawal and that decrease can be significant. Withdrawals can also significantly reduce the Death Benefit because the Company calculates withdrawals on a proportionate basis when determining values under the Contract that are used to determine the Death Benefit. Withdrawals include deductions for any applicable Surrender Charge and Interest Adjustment.

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

Examples of Death Benefit after a Withdrawal:

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

Assume the following information:

Purchase Payment = $100,000

Withdrawal (including Surrender Charge and Interest Adjustment) = $20,000; no other withdrawals have been taken

Contract Value at the surviving spousetime of withdrawal, including Equity Adjustments = $115,000

Step 1: Calculate the Death Benefit that would be payable immediately prior to the withdrawal:

Death Benefit payable immediately prior to the withdrawal = The greater of the deceased Owner, then he or she may choosePurchase Payment and Contract Value

Death Benefit payable immediately prior to continue the withdrawal = The greater of $100,000 and $115,000 = $115,000

Step 2: Calculate ratio of the withdrawal to the Contract Value immediately prior to the withdrawal:

Ratio = Withdrawal / (Contract Value immediately prior to the withdrawal)

Ratio = $20,000 / $115,000 = 0.173913

Step 3: Calculate reduction to Purchase Payment:

Reduction to Purchase Payment = Ratio x (Purchase Payment prior to withdrawal)

Reduction to Purchase Payment = 0.173913 x $100,000 = $17,391.30

Step 4: Calculate Purchase Payment adjusted for withdrawals:

Purchase Payment adjusted for withdrawals = Purchase Payment prior to withdrawal – Reduction to Purchase Payment

Purchase Payment adjusted for withdrawals = $100,000 – $17,391.30 = $82,608.70

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Step 5: Calculate the Contract Value after the withdrawal:

Contract and becomeValue immediately after the new Owner. Atwithdrawal = Contract Value at the deathtime of the surviving spouse, this provision may not be used again, even if that surviving spouse remarries. In that case,withdrawal – withdrawal

Contract Value immediately after the ruleswithdrawal = $115,000 $20,000 = $95,000

Step 6: Calculate the Death Benefit that would be payable immediately after the withdrawal

Death Benefit payable immediately after the withdrawal = The greater of the Purchase Payment adjusted for non-spouses will apply. A surviving spouse may also elect to receivewithdrawals 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 proceeds in a lump sum, applypayable by $20,000 (i.e., $115,000 - $95,000)

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

Assume the following information:

Purchase Payment = $100,000

Withdrawal (including Surrender Charge and Interest Adjustment) = $20,000; no other withdrawals have been taken

Contract Value at the proceedstime of withdrawal, including Equity Adjustments = $60,000

Step 1: Calculate the Death Benefit that would be payable immediately prior to the withdrawal:

Death Benefit payable immediately prior to an Incomethe withdrawal = The greater of the Purchase Payment Option, or receiveand Contract Value

Death Benefit payable immediately prior to the withdrawal = The greater of $100,000 and $60,000 = $100,000

Step 2: Calculate ratio of the withdrawal to the Contract Value immediately prior to the withdrawal:

Ratio = Withdrawal / (Contract Value immediately prior to the withdrawal)

Ratio = $20,000 / $60,000 = 0.3333333

Step 3: Calculate reduction to Purchase Payment:

Reduction to Purchase Payment = Ratio x (Purchase Payment prior to withdrawal)

Reduction to Purchase Payment = 0.3333333 x $100,000 = $33,333.33

Step 4: Calculate Purchase Payment adjusted for withdrawals:

Purchase Payment adjusted for withdrawals = Purchase Payment prior to withdrawal – Reduction to Purchase Payment

Purchase Payment adjusted for withdrawals = $100,000 – $33,333.33 = $66,666.67

Step 5: 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 = $60,000 $20,000 = $40,000

Step 6: Calculate the Death Benefit that would be payable immediately after the withdrawal

Death Benefit payable immediately after the withdrawal = The greater of the Purchase Payment adjusted for withdrawals and Contract Value immediately after the withdrawal

Death Benefit payable immediately after the withdrawal = The greater of $66,666.67 and $40,000 = $66,666.67

The withdrawal of $20,000 reduced the Death Benefit proceeds within five years of the date of the Owner’s death.
Non-Spouses If the Beneficiary is not the surviving spouse of the deceased Owner, then this Contract cannot be continued. Instead, upon the death of any Owner, the Beneficiary must choose one of the following:
Receive the Death Benefit in one lump sum following our receipt of Due Proof of Death;
Receive the Death Benefit (if the Beneficiary is a natural person) pursuant to one of the Income Payment Options. Payments under an Income Payment Option must begin within 1 year of the Owner’s death and must not extend beyond a period certain equal to the Beneficiary’s life expectancy; or
Receive the Death Benefit within five years of the date of the Owner’s death.payable by $33,333.33 (i.e., $100,000 - $66,666.67)

Upon receipt of Due Proof ofAs illustrated in Example 2, the Death Benefit calculation may result in a reduction in the Beneficiary must instruct us how to treatDeath Benefit that is significantly larger than the withdrawal amount.

The Death Benefit amount will not be less than the amount required by state law in which the Contract was delivered. The Death Benefit proceeds subject toinclude any interest paid on the distribution rules discussed above. Other minimum distribution rulesDeath Benefit proceeds as required by state law. Interest, if any, will be calculated at the rate and for the time period required by state law. A Surrender Charge will not apply to Qualified Contracts.Death Benefit proceeds.

Spousal Continuation

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

Death of Owner or Annuitant After the Income Payout Date

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

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

a)Income payments will be continued during the remainder of the guaranteed period certain to the Owner; or
b)The present value of the remaining income payments computed at the interest rate used to create the income payout option in effect will be paid to the Owner.

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

If an AnnuitantOwner dies during the Payout Period, remaining income payments, if any, will be distributed as provided by the Income Payment Option in effect.

If an Owner dies after the start of income payout, any remaining income payments will be distributed to the Beneficiary 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

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


INCOME PAYMENTS – THE PAYOUT PERIOD

Income Payout Date

When you purchase the Contract, we will set theThe anticipated Income Payout Date asis the first Contract Anniversary followingafter the oldest Annuitant’s 95th birthday. If there are Joint Annuitants, we will setEven if the Annuitant is changed, the Income Payout Date based on the age of the oldest Joint Annuitant. For Contracts sold in the state of California, thewill not change unless you request a different Income Payout Date begins one month after the Contract Anniversary of the Initial Index Period. Please refer to the data page of your Contract for details.via Authorized Request.

You may change the Income 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 Income Payout Date; and (iii) the requested Income Payout Date is at least two years after the Contract Issue Date. Date; and (iv) the requested Income Payout Date is no later than the anticipated Income Payout Date as shown on your Contract Data Page. Any such change is subject to any maximum maturity ageAge restrictions that may be imposed by lawlaw.

Payout Period

The Payout Period is the period of time that begins on the Income 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, the Contract Value, including any applicable Equity Adjustment and Interest Adjustment, will be applied to the Income Payout Option you selected. See “Income Payout Options” on page 45. A Surrender Charge 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 originalIncome Payout Date.Date for any reason.

Terms of Income 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 MVAInterest 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 Income Payout Date. We may require proof of age and sexgender (if the Income Payout Option rate is based on gender) of the Annuitant/Joint Annuitants before making the first income payment. To receive income payments, the Annuitant/Joint Annuitant must be living on the Income Payout Date and on the date that each subsequent payment is due 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

The amount applied to an Income Payout Option is equal to the Contract Value, including any applicable Equity Adjustment and Interest Adjustment, immediately prior to the commencement of the Payout Period less the amount of any premium taxes paid. To determine the Contract Value prior to the end of the Interest Term, we apply an Equity Adjustment to the amounts applied to an Income Payout Option, which may be positive or negative, instead of crediting interest. The Equity Adjustment and Interest Adjustment could significantly reduce the amount applied to an Income Payout Option.


Election of an Income PaymentPayout 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.

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

If you do not specify an Income Payment Option in your application, the default payment option will be Option 2 –Installment Option. Life Income Option with a 10-year guaranteed period. and Joint and Survivor Life Income options allow monthly income payments.

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

Income Payout 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. Additionally, electing an Income Payout Option on any day other than every sixth Contract Anniversary could significantly reduce the amount applied to the Income Option due to the Equity Adjustment and Interest Adjustment.

Option 1 – Installment Option.Option. We will pay monthly income payments for a chosen number of years, not less than 10, nor more than 30. If the Annuitant dies before all income payments have been made for the chosen number of years: (a)years, remaining guaranteed income payments will be treated as the Death Benefit and will be distributed in one of the following two ways: a.) income payments will be continued for the remainder of the period to the Payee;Owner; or (b)b.) the present value of the remaining income payments, computed at the interest rate used to create the Option 1 rates, will be paid to the Payee or to the Owner, if there is no surviving Payee. For purposes of the present value calculation guaranteed rates will be used.Owner.

Option 2 – Life Income Option – Guaranteed Period Certain.Certain. We will pay monthly income payments for as long as the Annuitant lives. If the Annuitant dies before all of the income payments have been made for the guaranteed period certain: (a)certain, remaining guaranteed income payments will be treated as the Death Benefit and will be distributed in one of the following two ways: a.) income payments will be continued forduring the remainder of the guaranteed period certain to the Payee;Owner; or (b)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 toOwner. If a Guaranteed Period of 0 years is selected and the Owner, if thereAnnuitant dies before the first income payment is made, no surviving Payee. For purposes of the present value calculation guaranteed ratesincome payments will be used. The guaranteed periods are 0 (life income only), 5, 10, 15, or 20 years.made and the Death Benefit described in the “DEATH BENEFIT – Death Benefit Proceeds Amount” on page 42 of this Prospectus will be paid.

The Guaranteed Period Certain choices are:

0 years (life income only);

5 years;

10 years;

15 years; or

20 years.

Option 3 – Joint and Last Survivor Life Income Option – 10-Year Guaranteed Period CertainCertain. .We will pay monthly income payments for as long as either of the Annuitants lives.is living. If at the death of the second surviving Annuitant, income payments have been made for less than 10 years: (a)years, remaining guaranteed income payments will be treated as the Death Benefit and will be distributed in one of the following two ways: a) income payments will be continued forduring the remainder of the guaranteed period certain to the Payee;Owner; or (b)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 orOwner.


Income payment(s) will be made to the Owner,Beneficiary if there is no surviving Payee. For purposesOwner. If there is no surviving Owner or Beneficiary, income payment(s) will be made to the Owner’s estate.

If you do not select an Income Payout Option, we will make monthly payments on the following basis, (unless the Internal Revenue Code (“IRC”) requires that we pay in some other manner in order for the Contract to qualify as an annuity or to comply with Section 401(a)(9) of the present value calculation guaranteed ratesIRC, in which case we will be used.comply with those requirements):

Income payments will be equal to the Contract Value, including any applicable Equity Adjustment and Interest Adjustment, applied to the Life Income Option with 10-Year Guaranteed Period Certain for Contracts with one Annuitant or the Joint and Survivor Life Income Option with 10-Year Guaranteed Period Certain for Contracts with two Annuitants, as described in Income Payout Options 2 and 3 above.
Upon the death of all Annuitants, we will pay the Beneficiary as described in Income Payout Options 2 and 3 above.

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

We allow partial annuitization. Partial annuitization will count toward the Annual Free Withdrawal Amount.

The Income 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. ConsultIn addition, note that effective for Qualified Contract Owners who die on or after January 1, 2020, subject to certain exceptions, most non-spouse designated beneficiaries must now complete death benefit distributions within ten years of the Owner’s death in order to satisfy required minimum distribution rules. You should consult a tax advisor. Option 2 and Option 3 pay monthly income payments. We do allow partial annuitization. Partial annuitization will count toward the free annual withdrawal amount.advisor before electing an Income Payout Option.

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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” 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.

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, 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 Payment or other consideration paid for the Contract) during the taxable year. There are some exceptions to this rule and a prospective Owner that is not a naturalnon-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 PaymentsPayment 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 MVAInterest Adjustment that results from a withdrawal. There is, however, no definitive guidance on the proper tax

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treatment of MVAsInterest Adjustments and you may want to discuss the potential tax consequences of an MVAInterest 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.

PenaltyAdditional Tax on Certain Withdrawals. In the case of a distribution from a Non-Qualified Contract and Qualified Contract, there may be an imposed federal additional 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 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 Annuitization. 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 ProceedsProceeds..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. Certain limitations may apply that are not discussed herein. An Owner contemplating an election not to have withholding should consult a tax advisor as to the tax consequences.

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 Federalfederal 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 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% penaltyadditional 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, anAn 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% penaltyadditional 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% penaltyadditional 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, anAn 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 Issues. .Qualified Contracts have minimum distribution rules that govern the timing and amount of distributions. You should refer to your retirement plan, adoption agreement, 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 retirement plans, most non-spouse beneficiaries will no longer be able to satisfy these rules by “stretching” payouts over life. 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 on and after January 1, 2020. 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. Certain limitations may apply.

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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, the federal estate tax, gift tax and GST tax exemptions and maximum rates are $5,600,000 and 40%, respectively.

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. 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 Byby 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.

OTHER INFORMATION

Important Information about the Indices

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


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

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

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

Barclays Risk Balanced Index.Neither Barclays Bank PLC (“BB PLC”) nor any of its affiliates (collectively ‘Barclays’) is the issuer or producer of TruStage™ ZoneChoice Annuity and Barclays has no responsibilities, obligations or duties to investors in TruStage™ ZoneChoice Annuity. The Barclays Risk Balanced Index (the “Index”), together with any Barclays indices that are components of the Index, is a trademark owned by Barclays and, together with any component indices and index data, is licensed for use by the Company as the issuer or producer of TruStage™ ZoneChoice Annuity (the “Issuer”).

Barclays’ only relationship with the Issuer in respect of the Index is the licensing of the Index, which is administered, compiled and published by BB PLC in its role as the index sponsor (the “Index Sponsor”) without regard to the Issuer or the TruStage™ ZoneChoice Annuity or investors in the TruStage™ ZoneChoice Annuity. Additionally, the Company as issuer or producer TruStage™ ZoneChoice Annuity may for itself execute transaction(s) with Barclays in or relating to the Index in connection with TruStage™ ZoneChoice Annuity. Investors acquire TruStage™ ZoneChoice Annuity from the Company and investors neither acquire any interest in the Index nor enter into any relationship of any kind whatsoever with Barclays upon making an investment TruStage™ ZoneChoice Annuity. The TruStage™ ZoneChoice Annuity is not sponsored, endorsed, sold or promoted by Barclays and Barclays makes no representation regarding the advisability of the TruStage™ ZoneChoice Annuity or use of the Index or any data included therein. Barclays shall not be liable in any way to the Issuer, investors or to other third parties in respect of the use or accuracy of the Index or any data included therein.

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

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

other information
oversight of any third party index calculation agent;

acting as approvals body for index lifecycle events (index launch, change and retirement); and

resolving unforeseen index calculation issues where discretion or interpretation may be required (for example: upon the occurrence of market disruption events).

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

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

BB PLC may act in multiple capacities with respect to a particular index including, but not limited to, functioning as index sponsor, index administrator, index owner and licensor.

Sales, trading or structuring desks in BB PLC may launch products linked to the performance of an index. These products are typically hedged by BB PLC’s trading desks. In hedging an index, a trading desk may purchase or sell constituents of that index. These purchases or sales may affect the prices of the index constituents which could in turn affect the level of that index.

BB PLC may establish investment funds that track an index or otherwise use an index for portfolio or asset allocation decisions.

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

Barclays

1.makes no representation or warranty, express or implied, to the Issuer or any member of the public regarding the advisability of investing in transactions generally or the ability of the Index to track the performance of any market or underlying assets or data; and

2.has no obligation to take the needs of the Issuer into consideration in administering, compiling or publishing the Index.

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

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

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


None of the information supplied by Barclays and used in this publication may be reproduced in any manner without the prior written permission of Barclays Bank PLC. Barclays Bank PLC is registered in England No. 1026167. Registered office 1 Churchill Place London E14 5HP.

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

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

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. ContractsMEMBERS Life Insurance Company and CBSI are sold by licensed insurance agents (the “Selling Agents”) in those states where the Contract may be lawfully sold. Such Selling Agents will be registered representativesboth wholly-owned subsidiaries of CUNA Mutual Investment Corporation. The principal business address of CBSI oris 2000 Heritage Way, Waverly, IA 50677.

We and CBSI enter into selling agreements with 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”). Contracts are sold by registered representatives of the Selling Broker-Dealers (the "Selling Agents"). In those states where the Contract may be lawfully sold, the Selling Agents are licensed as insurance agents by applicable state insurance authorities and who have entered into sellingappointed as agents of the Company. CBSI also offered securities to customers through CBSI registered representatives until May 2022. Through an agreement between LPL Financial (“LPL”) and CBSI, the majority of these former CBSI registered representatives, which primarily include employees of CBSI’s affiliates or the credit union where their FINRA registered branch is located, registered with LPL. LPL is one of the Selling Broker-Dealers. CBSI receives compensation from LPL for sales by certain LPL registered representatives pursuant to networking agreements with usvarious credit unions, LPL 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 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.

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 the Purchase Payment.

We may also pay asset-based commission (sometimes called trail commissions) in addition to the Purchase Payment-based commission. We may pay or allow other promotional incentives or payments in the form of cash or other compensation to the extent permitted by FINRA rules and other applicable laws and regulations.

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

In addition to the compensation described above, we may make additional cash payments, in certain circumstances referred to as “override” 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 SecurityBusiness Disruption and Cyber-Security Risks

Our

We rely heavily on interconnected computer systems and digital data to conduct our index-linked product business activities. Because our index-linked product business is highly dependent upon the effective operation of our computer systems and those of our business partners, so that our business is potentiallyvulnerable to disruptions from utility outages, and susceptible to operational and information security risks resulting from a cyber-attack.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 customerOwner information. Cyber-attacksSuch systems failures and cyber-attacks affecting us, CBSI and intermediaries may adversely affect us and your Contract Value. For instance, systems failures and cyber-attacks may interfere with our processing of Contract transactions, including the processing of orders, impact our ability to calculate Credited Index Interest,Contract Value, cause the release and possible destruction of confidential Ownercustomer or business information, impede order processing, subject us and/or CBSI and intermediaries to regulatory fines and financial losses and/or cause reputational damage. 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 or CBSIintermediaries 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 paymentsPayments under thisthe Contract to be equal to the payout amount the Contract Value would have purchased based on the individuals correct date of birth. 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 date of birth and/or gender. We will add any underpayments to the next payment. We will subtract any overpayment from future payments. We will not credit or charge any interest to any underpayment or overpayment.

Conformity with Applicable Laws

The provisions of the Contract conform to the minimum requirements of the state 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.

Householding

To reduce service expenses, the Company may send only one copy of certain mailings and reports per household, regardless of the number of contract owners at the household. However, you may obtain additional copies upon request to the Company. If you have questions, please call us at 1-800-798-5500, Monday through Friday, 7:30 A.M. to 6:00 P.M., Central Time.

Change of Address

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

Inquiries

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

Corporate History of the Company

[to be updated in amendment filing]

MEMBERS Life Insurance CompanyCORPORATE HISTORY OF THE 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.

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 the name “MEMBERS®Horizon Variable Annuity”. In December 2018, the Company began issuing a flexible premium variable and index-linked annuity contract under “MEMBERS® Horizon II Flexible Premium Deferred Variable and Index Linked Annuity”. In August 2019, the Company began issuing a single premium deferred index annuity under the name “CUNA Mutual Group Zone Income Annuity.” In July 2021, the Company began issuing a single premium deferred annuity with index-linked interest options under the name “CUNA Mutual Group ZoneChoice™ Annuity”. Effective May 1, 2023, the MEMBERS® Horizon II Flexible Premium Deferred Variable and Index Linked Annuity, CUNA Mutual Group Zone Income Annuity, and CUNA Mutual Group ZoneChoice™ Annuity were renamed the TruStageHorizon II Flexible Premium Deferred Variable and Index Linked Annuity, TruStageZone Income Annuity, and TruStage™ ZoneChoiceAnnuity, respectively. 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 services.

You may write us at 2000 Heritage Way, Waverly, Iowa 50677-9202, 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 accordance with U.S. generally acceptedthe statutory accounting principals (“U.S. GAAP”).principles and practices prescribed by the insurance regulatory authorities in the Company’s state of domicile.

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 cedes cede


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 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. Effective January 1, 2019 an Amended and Restated Coinsurance and Modified Coinsurance Agreement with CMFG Life ceding 100% of the business relating to the MEMBERS Zone Annuity contracts, the MEMBERS Horizon Flexible Premium Deferred Variable and Index Linked Annuity contracts, the MEMBERS Horizon II Flexible Premium Deferred Variable and Index Linked Annuity contracts and the CUNA Mutual Group Zone Income™ Annuity Contracts was put in place. This Amended and Restated Coinsurance and Modified Coinsurance Agreement replaced all prior reinsurance agreements relating to the variable and index-linked annuity contracts issued by the Company. 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.

POTENTIAL RISK FACTORS THAT MAY AFFECT OUR BUSINESS AND OUR FUTURE RESULTS

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

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Potential 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, we remainWe are vulnerable to market uncertainty and continued financial instability of national, state and local governments. Continued difficult conditionsinstability. Conditions 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 extremeare subject to volatility and disruption sincedisruption. Factors including the second halfCOVID-19 pandemic, civil unrest, availability and cost of 2007, duecredit, geopolitical issues and trade disputes have contributed to increased volatility in partworldwide capital and equity markets. These global factors also could impact business and consumer confidence and may lead to the financial stresses affecting the liquidity of the banking systemeconomic uncertainty, stay-at-home orders, and the financial markets. This volatility and disruption reached unprecedented levelsbusiness shutdowns, thereby causing a slowdown in late 2008 and early 2009. The United States entered a severe recession and recovery was slow with long-term high unemploymenteconomic activity. Changes in interest rates and lower average householdcredit spreads could result in fluctuations in the income levels. Onederived from our investments and could cause a material adverse effect on our business, financial condition, results of operations and cash flows. General economic conditions could also adversely affect the strategies usedCompany by impacting consumer by driving decreased demand for the U.S. government to stimulate the economy has been to keep interest rates lowCompany’s products. For example, holders of interest-sensitive life insurance and increase the supplyannuity products may engage in an elevated level of United States dollars. While these strategies have appeared to have had positive effects, any futurediscretionary withdrawals of contract-holder funds, which would adversely affect our business.

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

Specifically, if market conditions deteriorate in 2018 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 affectedaffected. 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. Without sufficient liquidity to pay our policyholder benefits and operating expenses, 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.suffer.

The principal sources

Events outside of our liquidity are monthly settlements under the coinsurance agreementscontrol 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 CMFG Life, annuity deposits, investment income, proceedsour disaster recovery processes, a support failure 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 requirementsexternal providers or other regulationsevents 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.

The failure to understand and respond effectively to the risks associated with global climate change could adversely affect our achievement of our long-term strategy.

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

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

We continue to closely monitor developments related to COVID-19. The extent to which the COVID-19 pandemic impacts our business, results of operations, financial condition and liquidity in ways that we cannot predict.

cash flows will depend on future developments, which remain uncertain, including the efficacy of vaccines and effective long-term treatments against variant strains of COVID-19. We are subjectalso unable to extensivepredict the duration and effectiveness of governmental and regulatory actions taken to contain the variant strains or the impact of future 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”). 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.restrictions on our business. 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,potential impacts, while uncertain, 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 materiallyadversely affect our results of operations and financial condition and liquidity.performance.

We face potential competition from companies that have greater financial resources, broader arrays of products, higher ratings and stronger financial performance,operate in a highly competitive industry, 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 competitorsface competition from companies that 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.

Risks Related to Regulation

ChangesOur business is heavily regulated, which impacts our profitability and growth.

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

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

Regulatory 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.


The application of, or changes in, state and federal regulation and oversight 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. AsA failure to meet these requirements could subject us to further examination or corrective action imposed by insurance regulators, including limitations on our ability to write additional business, increased scrutiny has been placed upon the insurance regulatory framework, a number of state legislatures have consideredsupervision, or enacted legislative proposals that alter, and in many cases increase, state authority to regulate insurance companies and holding company systems.seizure or liquidation.

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.
A failure to meet these requirements could subject us to further examination or corrective action imposed by insurance regulators, including limitations on our ability to write additional business, increased regulatory supervision, or seizure or liquidation.

Although the federal government does not directly regulate the insurance business, federal

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 which could result in the federal government assuming some role in the regulation of the insurance industry.

In July 2010,

For example, 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.

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, asAs 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”). Under theThe Margin Rules imposed phased-in requirements for the Company would be considered a “financial end-user” that, when facing a Swap Entity, is required to post and collectexchange variation margin forand initial margin with its non-cleared swaps. derivatives counterparties that are Swap Entities.

Dodd-Frank also established various oversight regimes that impact our business:

The Federal Insurance Office (“FIO”) under the U.S. Treasury Department 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 was required to issue several reports to Congress on the insurance industry, most 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.”

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The Financial Stability Oversight Council (the “FSOC”) 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 FSOC 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 FSOC is authorized to determine whether an insurance company is a systematically important financial institution (“SIFI”) 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. 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. While it is unlikely that FSOC will be designating additional non-bank financial companies as systematically significant, there can be no assurance of that it will not do so in the future.

Title II of Dodd-Frank provides that the Federal Deposit Insurance Corporation (“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.

The Consumer Financial Protection Bureau (“CFPB”) is 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 dependingto promulgating rules that could impose compliance obligations on its derivatives exposure, the Company, may be requiredthe CFPB continues to postbring 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 collect initial margin as well. The initial margin requirementsis considering the extent of its authority in that area.

Many of the Margin Rules will be phased-in over a period of five years based onDodd-Frank’s requirements could have adverse consequences for the average aggregate notional amount offinancial services industry, including for 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 thatCompany. Dodd-Frank could make it more expensive for the Company will not be subject to conduct business, require the initial margin requirements until September 1, 2020. The variation margin requirement took effect on September 1, 2016, for swaps where both the Swap Entity (andCompany to make changes to 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.
business model, or satisfy increased

capital requirements.

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

Changes in state laws 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 is 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 modernize 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 determinationslaws 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.

The Dodd-Frank Act established a new federal council of financial regulators, the Financial Stability Oversight Council (“Council”), 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 Council is empowered to make recommendations to primary financial regulatory agencies regarding the application of new or heightenedfiduciary/best interest 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 Council 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 Council 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 a SIFI, 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.

In addition, on April 6, 2016, the United States Department of Labor (“DOL”) issued a final rule that is intended 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 affect the Company’s operations and profitability.

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 Regulation Best Interest (“Regulation BI”), which generally went effective on June 30, 2020. Among other things, Regulation BI imposes a standard of care on broker-dealers making recommendations to their customers of securities transactions. The changes under Regulation BI could increase our overall compliance costs. In addition, these changes may lead to greater exposure to


legal claims in certain circumstances, including an increased risk of regulatory enforcement actions or potentially private claims. It remains unclear whether or to what extent Regulation BI, and the evolving nature of the enforcement and interpretation of the rules by the SEC, could ultimately affect distribution partners’ willingness to recommend our insurance products.

Various states are also developing rules raising the standard of care owed by insurance agents to their customers. For example, in February 2020, the NAIC adopted a model rule requiring a “best interest” standard of care in connection with sales of annuity products. Some state insurance regulators have adopted the NAIC model, or their own regulations that may impose similar obligations as the NAIC’s model. 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 businesses.products, they could have an adverse impact on our business.

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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.

Risks Related to Regulatory Investigations and Litigation

We face risks relating to litigation, including the costs of such litigation, management distractionlegal and the potential for damage awards,regulatory investigations and litigation, 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 notLitigation and actions, inquiries and investigations by governmental authorities and regulators are inherently unpredictable, and a substantial legal liability or a significant regulatory action against us could have a material adverse effect on our business, financial condition or results of operations, through distractionincluding requiring significant time and expense. Moreover, even if we ultimately prevail in any litigation or any action or investigation by governmental authorities or regulators, we could suffer significant reputational harm.


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's Discussion and Analysis of Financial Condition and Results of Operations reviews our management or otherwise.

Selected Financial Data
[tofinancial condition at December 31, 2022 and December 31, 2021; our results of operations for the years ended December 31, 2022, 2021 and 2020; 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 year ended December 31, 2022 and year ended December 31, 2021. Please see the discussion that follows for a more detailed analysis of the fluctuations. Our comparative analysis of 2021 and the year ended December 31, 2020 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, 2021 filed with the SEC on April 6, 2022.

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 that 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.

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 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.


CriticalThe 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. All life and health premiums of the Company are generated in the United States with a significant portion in Texas, Michigan, Georgia, California, Florida and Pennsylvania. No other state represents more than 5% of the Company’s premiums for any year in the three years ended December 31, 2022. All annuity premium deposits of the Company are received in the United States with a significant portion in Pennsylvania, Florida, North Carolina, California, Wisconsin and Michigan. No other state represents more than 5% of the Company’s premium deposits for any year in the three years ended December 31, 2022. Premiums for life and health products are related to the Company’s legacy products and the whole life product introduced in 2021. Premium deposits on annuities are related to the Company’s annuity contracts including MEMBERS® Zone Annuity, MEMBERS® Horizon Flexible Premium Deferred Variable and Index Linked Annuity, TruStage™ Horizon II Annuity (f/k/a MEMBERS® Horizon II Flexible Premium Deferred Variable and Index Linked Annuity), TruStage™ Zone Income Annuity (f/k/a CUNA Mutual Group Zone Income™ Annuity) and TruStage™ ZoneChoice Annuity (f/k/a CUNA Mutual Group ZoneChoice™ Annuity) (collectively, the “Registered Index Annuities”).

As of December 31, 2022 and December 31, 2021, the Company had more than $346,000 and $387,000 in assets and more than $681,000 and $376,000 of life insurance in force, respectively.

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. In May 2022, CMFG Life discontinued offering securities to customers through managed agents. The majority of these former managed agents, which primarily include employees of CMFG Life or the credit union where their FINRA registered branch is located, registered with LPL through an agreement with CBSI. LPL is one of the Selling Broker-Dealers.;

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 LPL as described previously; 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.

The Company has entered into reinsurance agreements to cede to CMFG Life 100% of the business related to the Registered Index Annuities and all insurance policies in force. These agreements do not relieve the Company of the Company’s obligations to the Company’s policyholders under contracts covered by these agreements. However, they do transfer all of the Company’s underwriting profits and losses to CMFG Life and require CMFG Life to 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 only serviced existing closed blocks of individual and group life policies which were 100% ceded to CMFG Life. In 2021, the Company began selling a whole life policy under the name TruStage Advantage Whole Life (“TAWL”). The Company distributes TAWL through unaffiliated broker-dealers which also represent other insurance companies and contracts with the Company to offer its whole life product through the broker-dealer’s distribution channels. 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.

Summary of Significant 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 the assessment of the Company’s financial condition and results of operations and the potential volatility due to changes in estimates.

DerivativeUse 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, 2022:

  Carrying Amount Fair Value Level 1 Level 2 Level 3
Financial instruments recorded as assets:
                    
Bonds and notes $45,855  $42,116  $-  $42,116   - 
Cash equivalents  42,915   42,915   42,915   -   - 
Separate account assets  229,659   229,659   -   229,659   - 
Financial instruments recorded as liabilities:                    
Separate account liabilities  229,659   229,659   -   229,659   - 

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 carrying amounts for 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 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.

Management believes it has made an appropriate provision for other-than-temporarily impaired securities owned at December 31, 2022 and 2021. 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, which is a related party, is the only reinsurer, and there is no concern of default on reinsurance receivable balances as CMFG Life is highly rated and well capitalized.

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 Instruments -Condition and Results of Operations. The Company entered into the agreements for the purpose of limiting our exposure to loss on any one single insured, diversifying our risk and limiting our overall financial exposure to certain products, and to meet our 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 Registered Index 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 and index linked deferred annuities 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 SEC as of December 31, 2022 and 2021.

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.

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 basis dependent on product type and issue date using the applicable mortality table.

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 equity indexed 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 Registered Index Annuities 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 pending customer funds, which are released from other liabilities when the policy is issued.

Executive Summary

The Company provides life and health insurance throughout the United States servicing its existing blocks of individual and group life policies andpolicies. The Company began marketing and distributing, through a third party, TAWL contracts in 2021 and since has expanded using other third party distributors. The Company provides the MEMBERS® Zoneregistered index annuities throughout the United States except in New York. The Company began marketing and distributing TruStage™ ZoneChoice Annuity (f/k/a CUNA Mutual Group ZoneChoice™ Annuity) Contract in August, 2013 and the MEMBERS® Horizon Variable Annuity contract in 2016. The Company is managed as two reportable business segments, (1) life and health and (2) annuities. See Note 10 of the Notes to the Financial Statements appearing elsewhere in this Prospectus for information related to the two business segments.2021.


The Company began distributing the MEMBERS® Zone Annuity, an individual or joint owned, single premium deferred annuity contract, in 2013 which became the Company’s second reportable business segment. The Company began distributing the MEMBERS® Horizon Variable Annuity contract, an individual or joint owned, flexible premium deferred variable annuity contract in 2016. The Company’s annuities segment, which includes the MEMBERS® Zone Annuity and the MEMBERS® Horizon Variable Annuity contracts, are ceded 100% to CMFG Life under the 2013 and 2015 ceding agreements and accordingly does not impact the results of operations.

In 2012, the 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, 20162022 and 2015.
2021

[

Total revenues, which consisted mainly of investment income, reinsurance commissions and other income were $160,907 and $202,540 for the years ended December 31, 2022 and 2021, respectively. The decrease in total revenues in 2022 as compared to 2021, was primarily due to a decrease in other income, as described below. Total net investment income was $1,679 and $748 for the years ended December 31, 2022 and 2021, respectively, which represents an average yield earned of 1.8% and 1.1% for the same periods, respectively. The increase in 2022 as compared to 2021 primarily reflects an increase in the Company’s investments in bonds and notes along with increased rates on these assets. All premiums are 100% ceded to CMFG Life, resulting in no net premium in 2022 or 2021 due to the reinsurance agreements as described in the Executive Summary section. The Company receives a commission equal to 100% of its actual expenses incurred for the Company’s Registered Index Annuities, which was $129,562 and $138,109 for the years ended December 31, 2022 and 2021, respectively. All remaining commissions relate to the Company’s life and health products and totaled $33,910 and $30,994, for the years ended December 31, 2022 and 2021, 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. The decrease in 2022 as compared to 2021 is due to a decrease in annuity sales and increased benefit payments, the two primary components of the ceding allowance.

Total benefits and expenses were $159,220 and $201,554 for the years ended December 31, 2022 and 2021, respectively. The decrease in benefits and expenses in 2022 as compared to 2021 was primarily due to a decrease in the aggregate ceding allowance transferred to the separate account related to the decrease in premium and increase in benefit payments as previously discussed regarding other income. Additionally, the Company had a decrease in commission expense due to a decrease in sales of its registered index annuities and the TAWL product. This decrease was partially offset by increases in the Company’s general insurance expenses related to increased sales and production of the Company’s current annuity products along with the Company’s TAWL product, which the Company began selling in 2021. 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 2022 as compared to 2021 was primarily due to increased salaries allocated to the Company and marketing costs related to the Company’s existing products and the TAWL product which the Company began selling in 2021.

Federal income tax expense was $1,142 and $1,668 for the years ended December 31, 2022 and 2021, respectively, which represents an effective tax rate of 67.7% and 169.2% 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 IMR 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. The decrease in 2022 as compared to 2021 was driven mainly by a decrease in tax expense from prior years related to interest on accrued refund claims in 2021.

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Net income (loss) was $540 and ($703) for the years ended December 31, 2022 and 2021, respectively. The increase in 2022 as compared to 2021 was primarily due to higher net investment income.

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 agencies, industrial and miscellaneous, commercial mortgage-backed securities, residential mortgage-backed securities, and non-mortgage-backed securities. The Company generally holds our 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 was comprised solely of bonds and notes at December 31, 2022 and December 31, 2021. The table below presents the carrying value of our total bonds and notes by type at December 31, 2022 and December 31, 2021.

  December 31
  2022 % 2021 %
         
U.S. government and agencies $8,724   19.0% $8,729   18.6%
Industrial and miscellaneous  27,887   60.8   14,939   54.4 
Commercial mortgage-backed securities  625   1.4   1,953   7.1 
Residential mortgage-backed securities  3,863   8.4   830   3.0 
Non-mortgage asset-backed securities  4,756   10.4   999   3.6 
Total bonds and notes $45,855   100.0% $27,450   100.0%

The statement value and estimated fair value of bonds and notes by contractual maturity are shown below at December 31, 2022. 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 $1,998  $1,981 
Due after one year through five years  14,611   14,244 
Due after five years through ten years  11,278   10,228 
Due after ten years  8,724   6,907 
Commercial mortgage-backed securities  625   569 
Residential mortgage-backed securities  3,863   3,606 
Non-mortgage asset-backed securities  4,756   4,581 
Total bonds and notes $45,855  $42,116 


At December 31, 2022, the Company owned 37 securities with a fair value of $42,116 in an unrealized loss position. The Company owned 7 industrial and miscellaneous securities and one commercial mortgage-backed security of $1,073 and $229, respectively, in unrealized loss positions greater than twelve months. The aggregate severity of unrealized losses for bonds and notes with a loss period of 12 months or greater is approximately 15.1% of amortized cost. All the securities with unrealized losses as of December 31, 2022 are rated “investment grade” based on having an NAIC rating of 1 or 2. 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.

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, the agreements 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) $12,641 and $6,842 of net operating cash flow for the years ended December 31, 2022 and 2021, respectively. The Company’s sources of funds include renewal premiums, sales of annuities 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 Registered Index Annuities 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 2022 as compared to 2021 was primarily due to a decrease in the net transfers to the separate account, a decrease in operating expenses reimbursed to CMFG Life, both offset by decreases in the ceding of premium and the reinsurance commission received from CMFG Life.

Investing activities provided $1,205 and $2,813 of net cash flow for the years ended December 31, 2022 and 2021, respectively. The Company’s main investing activities include purchases and sales and maturity of bonds and notes. The Company had maturities on bonds and notes, which provided cash of $1,198 and $2,820 in 2022 and 2021, respectively. The decrease in bond proceeds from maturities drove the net decrease of cash from investing activities in 2022 as compared to 2021.

The Company’s financing activities provided (used) ($4,799) and $2,660 of net cash flow for the years ended December 31, 2022 and 2021, respectively. The Company’s main financing activities include the collection of deposits and payment of withdrawals on deposit contracts. The decrease in financing activities in 2022 was primarily due to an increase in the payment of prepaid commissions on the Company’s TAWL product. Total cash provided or (used) for financing activities can vary based upon the timing of deposits received. The Company received $19,680 of securities and related tax benefits as a non-cash capital contribution in 2022 from CMFG Life.

As of December 31, 2022, 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 Insurance Department. Extraordinary dividends, as defined by state statutes, must be approved by the Insurance Department. The Company cannot pay stockholder dividends in 2023 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, 2022 and 2021, the Company’s adjusted capital exceeded the minimum capitalization requirements.

Contractual Obligations

Quantitative and Qualitative Disclosures about Market Risk
Management

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 whereby CMFG Life has agreed to provide certain of our operational requirements. Additionally, the Company is allocated a certain portion of the total compensation of each of the Company’s 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 $79,869 and $67,119 for these expenses for the years ended December 31, 2022 and 2021, 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, 2022.


  Estimated Future Claim
and Benefit Payments
   
Due in one year or less $7,557 
Due after one year through three years  22,349 
Due after three years through five years  15,800 
Due after five years  181,967 
Total estimated payments $227,673 

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, 2022, the Company’s fixed bonds and notes securities investment portfolio consisted of U.S. government and agencies, industrial and miscellaneous, residential mortgage-backed securities, commercial mortgage-backed securities and other non-mortgage asset-backed securities with statement values of $8,724, $27,887, $625, $3,863 and $4,756, respectively, and has an average duration of 9.11 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 will avoid losses affecting the Company’s customer’s Contract due to cyber-attacks or information security breaches in the future.

MANAGEMENT

Directors and Executive Officers

Our directors and executive officers are as follows:

Name

Age

Position

   
David L. Sweitzer5459President and Director
Paul D. Barbato
Steven R. Suleski6446Secretary and Director
Brian J. Borakove3944Treasurer
Michael F. Anderson5055Director
Michael T. Defnet58Director
William Karls5247Director
Abigail R. Rodriguez40Director

All executive officers and directors are elected annually.

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David L. Sweitzerhas 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 2631 years. He brings more than 2629 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-May 2017). 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. Borakovehas 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. Andersonhas 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 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 shallwill 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 committeeBoard 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: (i) the benefits to the Company; (ii) the impact on a director’sdirector'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.

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.

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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 MEMBERS® Horizon Variable Annuity.Contract, and other investment type contracts similar to the Contract. 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. We filed a new Coinsurance Agreement to cede 100% of the business related to CUNA Mutual Group Zone Income Annuity Contracts for approval with the State of Iowa in July, 2019.

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.

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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.

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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 director of the Company effective October 31, 2016.Sweitzer and Abigail R. Rodriguez.

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’sCompany'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.

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Important Information aboutCompany, nor the IndexCompany’s ability to meet its obligations under the Contracts.

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 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.

* * *

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.

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.

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.


FINANCIAL STATEMENTS


MEMBERS Life Insurance Company

Statutory Basis Financial Statements

as of December 31, 2022 and 2021

and for the Three Years in the Period Ended

December 31, 2022, Supplemental Schedules

as of and for the Year Ended December 31, 2022

and Independent Auditor’s Report

INDEPENDENT AUDITOR’S REPORT

51


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, 2022 and 2021, 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, 2022, 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 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, 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, 2022 and 2021, or the results of its operations or its cash flows for each of the three years in the period ended December 31, 2022.

Basis for Opinions

We conducted our audit 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 ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have 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 prepared 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 the 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, the 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 procedure 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 2022 audit was conducted for the purpose of forming an opinion on the 2022 statutory basis financial statements as a whole. The supplemental schedule of selected financial data, reinsurance contract interrogatories, and supplemental investment risks interrogatories as of and for the year ended December 31, 2022, are presented for purposes of additional analysis and are not a required part of the 2022 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 records used to prepare the statutory basis financial statements. Such schedules have been subjected to the auditing procedures applied in our audit of the 2022 statutory basis financial statements and certain additional procedures, including 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 2022 statutory basis financial statements as a whole.

/s/ DELOITTE & TOUCHE LLP

March 15, 2023

 
financial statementsMEMBERS Life Insurance Company
Statutory Basis Statements of Admitted Assets, Liabilities and Capital and Surplus
December 31, 2022 and 2021
($ in 000s)
 

[to be updated in amendment filing]

Admitted Assets 2022  2021 
         
Cash and invested assets        
Bonds and notes $45,855  $27,450 
Cash and cash equivalents  47,772   38,725 
         
Total cash and invested assets  93,627   66,175 
         
Accrued investment income  539   216 
Federal income taxes recoverable from affiliate  16   43 
Net deferred tax asset  505   563 
Amounts due from reinsurers  21,993   25,030 
Receivables from affiliates  45   308 
Other assets  14   10 
Separate account assets  229,659   294,305 
         
Total admitted assets $346,398  $386,650 
         
Liabilities and Capital and Surplus        
Liabilities        
Reinsurance payable $18,442  $21,558 
Payable to affiliates  25,569   21,606 
Commissions, expenses, taxes, licenses, and fees accrued  2,757   2,379 
Asset valuation reserve  68   18 
Other liabilities  22,548   23,360 
Transfers to (from) separate accounts  (4,695)  (12,213)
Separate account liabilities  229,659   294,305 
         
Total liabilities  294,348   351,013 
         
Capital and surplus        
Capital        
Common stock, $5 par value, 1,000 shares        
issued and outstanding  5,000   5,000 
Paid-in capital  51,170   31,153 
Unassigned surplus (deficit)  (4,120)  (516)
         
Total capital and surplus  52,050   35,637 
         
Total liabilities and capital and surplus $346,398  $386,650 

52


See accompanying notes to statutory basis financial statements4

 
appendix a: examplesMEMBERS Life Insurance Company
Statutory Basis Statements of Partial WithdrawalsOperations
Years Ended December 31, 2022, 2021, and Full Surrender with Application of Surrender Charge and Market Value Adjustment2020
($ in 000s)
 

  2022  2021  2020 
Income            
Reinsurance commissions $163,472  $169,103  $103,297 
Net investment income  1,679   748   1,017 
Other income (loss)  (4,244)  32,689   31,596 
             
Total income  160,907   202,540   135,910 
             
Benefits and expenses            
General insurance expenses  75,646   62,147   45,029 
Insurance taxes, licenses, fees, and commissions  87,648   107,116   58,279 
Net transfers to (from) separate accounts  (4,074)  32,291   31,908 
             
Total benefits and expenses  159,220   201,554   135,216 
             
Income before federal income tax expense and net realized capital gains (losses)  1,687   986   694 
Federal income tax expense  1,142   1,668   256 
             
Income (loss) before net realized capital gains (losses)  545   (682)  438 
Net realized capital gains (losses), excluding gains transferred to IMR, net of tax expense (2022 - $5; 2021 - $21; 2020 - $100) excluding taxes transferred to IMR (2022 - $0; 2021 - $0; 2020- $0)  (5)  (21)  (241)
             
Net income (loss) $540  $(703) $197 

See accompanying notes to statutory basis financial statements5

MEMBERS Life Insurance Company
Statutory Basis Statements of Changes in Capital and Surplus
Years Ended December 31, 2022, 2021, and 2020
($ in 000s)

  2022  2021  2020 
             
Capital and surplus at beginning of year $35,637  $40,700  $39,989 
Additions (deductions)            
Net income (loss)  540   (703)  197 
Change in net deferred income tax  1,769   2,100   241 
Change in nonadmitted assets  (5,863)  (6,442)  233 
Change in asset valuation reserve  (50)  (18)  40 
Capital contribution from parent, net of tax  20,017   -   - 
             
Net additions (deductions)  16,413   (5,063)  711 
             
Capital and surplus at end of year $52,050  $35,637  $40,700 

See accompanying notes to statutory basis financial statements6

MEMBERS Life Insurance Company
Statutory Basis Statements of Cash Flows
Years Ended December 31, 2022, 2021, and 2020
($ in 000s)

  2022  2021  2020 
             
Cash from operating activities            
Premiums and other considerations $(3,115) $14,161  $(7,537)
Net investment income received  1,461   802   1,191 
Reinsurance commissions  163,472   169,103   103,297 
Other income  2,855   20,389   25,668 
Policy and contract benefits and dividends paid  (3,866)  151   187 
Operating expenses paid  (158,638)  (164,222)  (94,087)
Federal income taxes received (paid)  (1,120)  1,546   (141)
Net transfers from (to) separate accounts  11,592   (35,088)  (34,175)
             
Net cash provided by (used in) operating activities  12,641   6,842   (5,597)
             
Cash from investing activities            
             
Proceeds from investments sold, matured or repaid            
Bonds and notes  1,198   2,820   11,864 
Miscellaneous proceeds  7   -   - 
             
Total investment proceeds  1,205   2,820   11,864 
             
Cost of investments acquired            
Bonds and notes  -   -   7,951 
Miscellaneous applications  -   7   - 
             
Total investments acquired  -   7   7,951 
             
Net cash provided by investing activities  1,205   2,813   3,913 
             
Cash from financing and miscellaneous activities            
Net deposits (withdrawals) on deposit-type contracts  (126)  (65)  (26)
Other cash provided (used)  (4,673)  2,725   (917)
             
Net cash provided by (used in) financing            
and miscellaneous activities  (4,799)  2,660   (943)
             
Net change in cash and cash equivalents  9,047   12,315   (2,627)
Cash and cash equivalents at the beginning of the year  38,725   26,410   29,037 
             
Cash and cash equivalents at the end of the year $47,772  $38,725  $26,410 
             
Supplemental disclosure of non-cash transactions            
Net cash paid (received) to (from) affiliate for income taxes $1,120  $(1,546) $141 
Capital contribution of securities from parent  19,680   -   - 

See accompanying notes to statutory basis financial statements7

MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

Example 1 – Partial WithdrawalNote 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 (collectively the “registered index annuities”) and whole life insurance policies in 2021. Products are sold to consumers, including credit union members, through face-to-face and call center distribution channels. 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. All premiums of the Company are generated in the United States with a Negative Marketsignificant portion in Texas, Michigan, Georgia, California, Florida and Pennsylvania. All annuity deposits of the Company are received in the United States with a significant portion in Pennsylvania, Florida, North Carolina, California, Wisconsin and Michigan.

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.

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 Insurance Department, 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.

8

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 and commission receivable accounts, the interest maintenance reserve and debit suspense balances) 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, other than loan-backed securities, becomes its new cost basis. 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 other-than-temporary impairment recognized in net income as a realized loss equals the difference between the investment’s amortized cost basis and its expected cash flows. 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 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.

9

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.

The registered index annuities are reported as separate account products 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.

10

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 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, which is a related party, is the only reinsurer and there is no concern of default on reinsurance receivable balances as CMFG Life is highly rated and well capitalized.

Separate Accounts

The Company issues registered index 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, 2022 and 2021.

11

MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

CMFG Life, on behalf of MEMBERS Life, 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 using the applicable mortality table.

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 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 the registered index annuities 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.

12

MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

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 registered index annuities 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.

13

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, 2022 are as follows:

             
             
     Gross  Gross    
  Statement  Unrealized  Unrealized    
  Value  Gains  Losses  Fair Value 
             
U.S. government and agencies $8,724  $-  $(1,817) $6,907 
Industrial and miscellaneous  27,887   -   (1,434)  26,453 
Residential mortgage-backed securities  625   -   (56)  569 
Commercial mortgage-backed securities  3,863   -   (257)  3,606 
Non-mortgage asset-backed securities  4,756   -   (175)  4,581 
                 
Total bonds and notes $45,855  $-  $(3,739) $42,116 

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 
Residential mortgage-backed securities  830   34   -   864 
Commercial mortgage-backed securities  1,953   -   (37)  1,916 
Non-mortgage asset-backed securities  999   2   -   1,001 
                 
Total bonds and notes $27,450  $1,780  $(269) $28,961 

14

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, 2022, 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 $1,998  $1,981 
Due after one year through five years  14,611   14,244 
Due after five years through ten years  11,278   10,228 
Due after ten years  8,724   6,907 
Residential mortgage-backed securities  625   569 
Commercial mortgage-backed securities  3,863   3,606 
Non-mortgage asset-backed securities  4,756   4,581 
         
Total bonds and notes $45,855  $42,116 

Cash and Cash Equivalents

The details of cash and cash equivalents as of December 31 are as follows: 

       
       
  2022  2021 
         
Cash equivalents $42,915  $37,939 
Cash  4,857   786 
         
Total cash and cash equivalents $47,772  $38,725 

Net Investment Income

Sources of net investment income for the years ended December 31 are as follows:

          
          
  2022  2021  2020 
             
Bonds and notes $1,064  $792  $954 
Cash and cash equivalents  693   12   116 
             
Gross investment income  1,757   804   1,070 
Less investment expenses  78   56   53 
             
Net investment income $1,679  $748  $1,017 

15

MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

Investment expenses are charged by a related party for investment management fees and include interest, salaries, brokerage fees and securities’ custodial fees.

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, 2022 or 2021 on this basis.

Net Realized Capital Gains (Losses)

Net realized capital gains (losses) for the years ended December 31 are summarized as follows:

          
          
  2022  2021  2020 
             
Gross gains from sales of bonds and notes $-  $-  $1 
Other  -   -   (142)
             
Realized capital gains (losses) before taxes and transfer to IMR  -   -   (141)
Tax on realized capital gains (losses)  (5)  (21)  (100)
             
Net realized capital gains (losses) $(5) $(21) $(241)

There were no sales of bonds and notes in 2022 or 2021. Proceeds from the sale of bonds and notes were $2,002 in 2020.

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.

16

MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

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 the Statutory Basis Statement of Operations as a realized loss equals the difference between the investment’s amortized cost basis and its expected cash flows.

Management believes it has made an appropriate provision for other-than-temporarily impaired securities owned at December 31, 2022 and 2021. 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 2022, 2021 and 2020 caused by an intent to sell or lack of intent and ability to hold until recovery of the amortized cost basis.

Net Unrealized Capital Gains (Losses)

Information regarding the Company’s bonds and notes with unrealized losses at December 31, 2022 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, 2022 
  Fair Value  Unrealized
Loss
  Fair Value  Unrealized
Loss
  Fair Value  Unrealized
Loss
 
                   
U.S. government and agencies $6,907  $(1,817) $-  $-  $6,907  $(1,817)
Industrial and miscellaneous  20,846   (361)  5,607   (1,073)  26,453   (1,434)
Residential mortgage-backed securities  569   (56)          569   (56)
Commercial mortgage-backed securities  1,906   (28)  1,700   (229)  3,606   (257)
Non-mortgage asset-backed securities  4,581   (175)          4,581   (175)
                         
Total bonds and notes $34,809  $(2,437) $7,307  $(1,302) $42,116  $(3,739)

At December 31, 2022, the Company owned 37 securities with a fair value of $42,116 in an unrealized loss position. The Company owned 7 industrial and miscellaneous securities and one commercial mortgage-backed security of $1,073 and $229, respectively, in unrealized loss positions greater than twelve months. The aggregate severity of unrealized losses for bonds and notes with a loss period of 12 months or greater is approximately 15.1% of amortized cost. All the securities with unrealized losses as of December 31, 2022 are rated “investment grade” based on having an NAIC rating of 1 or 2.

17

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, 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 
  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.

Restricted Assets

Iowa law requires that assets equal to a life insurer’s legal reserve must be designated for the Insurance Department for the protection of all policyholders. At December 31, 2022 and 2021, securities with admitted asset values of $45,905 and $27,500, 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 13% and 13%, respectively, as of December 31, 2022 and 7% and 7%, respectively, as of December 31, 2021.

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 Adjustment (“MVA”)

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.

18

MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

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.

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 uses a 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.

19

MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

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.

Transfers Between Levels

There were no transfers between levels during the years ended December 31, 2022 and 2021.

Determination of Fair Values

The following table summarizes the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022.

             
Assets, at Fair Value Level 1  Level 2  Level 3  Total 
             
Cash equivalents $42,915  $-  $-  $42,915 
Separate account assets  -   229,659   -   229,659 
                 
Total assets at fair value $42,915  $229,659  $-  $272,574 

The following table summarizes the Company’s assets 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 

There were no liabilities measured at fair value on a recurring basis as of December 31, 2022 or 2021.

20

MEMBERS Life Insurance Company

Notes to Statutory Basis Financial Statements

($ in 000s)

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.

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, 2022. 

                
                
  Carrying             
  Amount  Fair Value  Level 1  Level 2  Level 3 
                     
Financial instruments recorded as assets:                    
Bonds and notes $45,855  $42,116  $-  $42,116  $- 
Cash equivalents  42,915   42,915   42,915   -   - 
Separate account assets  229,659   229,659   -   229,659   - 
Financial instruments recorded as liabilities:                    
Separate account liabilities  229,659   229,659   -   229,659   - 

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 carrying amounts for 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

Assume

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.

21

MEMBERS Life Insurance Company

Notes to Statutory Basis Financial Statements

($ in 000s)

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.

Level 3 Measurements

Bonds and notes: Valuation is principally based on unobservable inputs that are significant including estimated prices for 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 information ataffiliates, 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. and Family Considerations, Inc.

The Company has entered into a tax sharing agreement with CMHC and certain of its subsidiaries. The agreement provides for the last Contract Anniversary (9/1/2017):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.

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

Current income tax expense consists of the following for the years ended December 31: 

          
          
  2022  2021  2020 
             
Federal income tax expense on operations $1,142  $1,668  $256 
Federal income tax expense on realized capital gains (losses)  5   21   100 
             
Federal income tax expense $1,147  $1,689  $356 

22

Total Contract Value = $100,000

MEMBERS Life Insurance Company

Notes to Statutory Basis Financial Statements

($ in 000s)

The 2022 change in net deferred income tax is comprised of the following: 

          
          
  December 31,  December 31,    
  2022  2021  Change 
             
Adjusted gross deferred tax assets $5,117  $3,191  $1,926 
Total deferred tax liabilities  -   (180)  180 
Net deferred tax asset (excluding nonadmitted) $5,117  $3,011   2,106 
Tax effect of unrealized capital gains and losses, unrealized foreign exchange capital gains and losses, and changes as a result of other surplus adjustments          (337)
             
Change in net deferred income tax         $1,769 

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 

23

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 

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: 

          
          
  2022  2021  2020 
          
Tax expense computed at federal corporate rate $354  $207  $116 
Foreign tax credit  (79)  (42)  (32)
Income tax expense (benefit) related to prior years  (19)  508   (82)
Nonadmitted assets  (791)  (997)  161 
Interest maintenance reserve amortization  15   21   26 
Dividends received deductions  (106)  (108)  (76)
Other  4   -   3 
             
Total statutory income taxes $(622) $(411) $116 
             
Federal income tax expense $1,147  $1,689  $356 
Change in net deferred income tax  (1,769)  (2,100)  (240)
             
Total statutory income taxes $(622) $(411) $116 

24

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, 2022  December 31, 2021  Change 
  Ordinary  Capital  Total  Ordinary  Capital  Total  Ordinary  Capital  Total 
                                     
Gross deferred tax assets $4,976  $141  $5,117  $3,191  $-  $3,191  $1,785  $141  $1,926 
Statutory valuation allowance adjustment  -   -   -   -   -   -   -   -   - 
Adjusted gross deferred tax assets  4,976   141   5,117   3,191   -   3,191   1,785   141   1,926 
Deferred tax assets nonadmitted  (4,471)  (141)  (4,612)  (2,448)  -   (2,448)  (2,023)  (141)  (2,164)
Admitted deferred tax assets  505   -   505   743   -   743   (238)  -   (238)
Deferred tax liabilities  -   -   -   -   (180)  (180)  -   180   180 
Net admitted deferred tax assets $505  $-  $505  $743  $(180) $563  $(238) $180  $(58)

The nonadmitted deferred tax asset increased $2,164 in 2022 and $1,792 in 2021. 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, 2022 and 2021.

25

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: 

          
          
  2022  2021  Change 
             
Ordinary deferred tax assets:            
Deferred acquisition costs $2,871  $1,904  $967 
Miscellaneous nonadmitted assets  2,012   1,221   791 
Other - accrued general expense  93   66   27 
             
Subtotal ordinary deferred tax assets  4,976   3,191   1,785 
Nonadmitted ordinary deferred tax assets  (4,471)  (2,448)  (2,023)
Admitted ordinary deferred tax assets  505   743   (238)
             
Capital deferred tax assets:            
Investments  141   -   141 
Subtotal capital deferred tax assets  141   -   141 
Nonadmitted capital deferred tax assets  (141)  -   (141)
             
Admitted capital deferred tax asset  -   -   - 
             
Admitted deferred tax assets  505   743   (238)
             
Capital deferred tax liabilities:            
Investments  -   (180)  180 
Subtotal capital deferred tax liabilities  -   (180)  180 
             
Total deferred tax liabilities  -   (180)  180 
             
Net admitted deferred tax asset $505  $563  $(58)

26

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, 2022  December 31, 2021  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):  505   -   505   563   -   563   (58)  -   (58)
(i) Adjusted gross deferred tax assets expected to be realized following the balance sheet date  505   -   505   563   -   563   (58)  -   (58)
(ii) Adjusted gross deferred tax assets allowed per limitation threshold  -   -   7,732   -   -   5,261   -   -   2,471 
(c) Adjusted gross deferred tax assets offset by gross deferred tax liabilities      -   -   180   -   180   (180)  -   (180)
                                     
Admitted deferred tax assets $505  $-  $505  $743  $-  $743  $(238) $-  $(238)

The amounts calculated in (b)(i) and (b)(ii) in the table above are based on the following information: 

       
       
  2022  2021 
         
Ratio percentage used to determine recovery period and threshold limitation amount (RBC reporting entity)  5775%  6909%
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) $51,544  $35,074 

No tax planning strategies were used in the calculation of adjusted gross deferred tax assets or net admitted adjusted gross deferred tax assets during 2022 and 2021.

27

MEMBERS Life Insurance Company

Notes to Statutory Basis Financial Statements

($ in 000s)

Other Tax Items

As of December 31, 2022, the Company did not have any federal capital loss, operating loss, or credit carryforwards.

The Company has no taxes incurred in 2022, 2021, and 2020 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, 2022 and 2021 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, if any, in income tax expense in the statutory basis statements of operations.

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 2019.

In August 2022, the Inflation Reduction Act of 2022 (the “Act”) was passed by the US Congress and signed into law. The Act includes a new Federal alternative minimum tax (“AMT”), effective in 2023, that is based on the adjusted financial statement income (“AFSI”) set forth on the applicable financial statement (“AFS”) of an applicable corporation. A corporation is an applicable corporation if its rolling average pre-tax AFSI over three prior years (starting with 2020-2022) is greater than $1,000,000. For a group of related entities, the $1,000,000 threshold is determined on a group basis, and the group’s AFS is generally treated as the AFS for all separate taxpayers in the group. Except under limited circumstances, once a corporation is an applicable corporation, it is an applicable corporation in all future years.

An applicable corporation is not automatically subject to an AMT liability. The corporation’s tentative AMT liability is equal to 15% of its adjusted AFSI, and AMT is payable to the extent the tentative AMT liability exceeds regular corporate income tax. However, any AMT paid would be indefinitely available as a credit carryover that could reduce future regular tax in excess of AMT.

The controlled group of corporations of which the Company is a member has determined that it likely will not be an applicable corporation in 2023. In making such determination, the group has made certain interpretations of, and assumptions regarding, the AMT provisions of the Act. The US Treasury Department is expected to issue guidance throughout 2023 that may differ from the group’s interpretations and assumptions and that could alter the group’s determination. No provision for the AMT has been made in the Company’s current or deferred tax accounts as of December 31, 2022.

28

MEMBERS Life Insurance Company

Notes to Statutory Basis Financial Statements

($ in 000s)

Note 6: Related Party Transactions

In the normal course of business, the Company has various transactions with related entities, primarily CMFG Life, 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 related party activity are generally settled monthly. The Company reimbursed CMFG Life $79,869, $67,119 and $47,364 for allocated expenses in 2022, 2021, and 2020, respectively.

As of December 31, 2022 and 2021, respectively, $24,611 and $17,091 was due to CMFG Life for such expense sharing transactions and related party borrowing transactions, as described above.

The Company utilizes CBSI, which is 100% owned by CMIC, to distribute its annuity products. Beginning in May 2022, CBSI advisors are licensed with LPL Financial LLC (“LPL”), an unaffiliated third party, such that starting in June 2022, commissions are paid to LPL prior to being collected by CBSI. The Company recorded a commission expense for this service of $32,497 in 2022, $49,484 in 2021 and $36,884 for 2020, which is included in insurance taxes, licenses, fees and commissions.

The Company received a non-cash capital contribution from its parent, CMIC, of $20,017 during the year ended December 31, 2022. Such amount included $19,680 of bonds and $337 of a related deferred tax asset. The Company did not receive a capital contribution in 2021.

29

MEMBERS Life Insurance Company

Notes to Statutory Basis Financial Statements

($ in 000s)

Note 7: Reinsurance

The Company entered into coinsurance and modified coinsurance agreements with its affiliate, CMFG Life, to cede 100% of its life, accident and health, and annuity business. 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.

The following table shows the effect of reinsurance on premiums, contract charges, benefits and surrenders, and increase in policy reserves for 2022, 2021, and 2020. 

          
          
  2022  2021  2020 
             
Premiums earned:            
Direct $1,324,876  $1,580,410  $1,170,733 
Ceded to affiliates  (1,324,876)  (1,580,410)  (1,170,733)
             
Premiums earned, net of reinsurance $-  $-  $- 
             
Contract charges            
Direct $5,744  $(1,598) $(836)
Ceded to affiliates  (5,744)  1,598   836 
             
Contract charges, net of reinsurance $-  $-  $- 
             
Benefits and surrender expenses:            
Direct $538,661  $491,970  $348,428 
Ceded to affiliates  (538,661)  (491,970)  (348,428)
             
Benefits and surrender expenses, net of reinsurance $-  $-  $- 
             
Increase in policy reserves:            
Direct $109,870  $8,624  $(2,136)
Ceded to affiliates  (109,870)  (8,624)  2,136 
             
Increase in policy reserves, net of reinsurance $-  $-  $- 

Policy reserves and claim liabilities are stated net of reinsurance balances ceded of $167,272 and $52,607 in 2022 and 2021, 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 $163,472, $169,103 and $103,297 for the years ended December 31, 2022, 2021, and 2020, respectively.

30

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 actuarial reserves and deposit type contract liabilities by withdrawal characteristics at December 31, 2022:

Individual Annuities 

                
                
     Separate  Separate       
  General  Account with  Account     % of 
  Account  Guarantees  Nonguaranteed  Total  Total 
                
Subject to discretionary withdrawal - lump sum:                    
With market value adjustment $-  $6,457,388  $-  $6,457,388   91.8%
At book value less surrender charge of 5% or more  402   -   -   402   0.0%
At fair value  -   -   225,401   225,401   3.2%
                     
Total with adjustment or at fair value  402   6,457,388   225,401   6,683,191   95.0%
At book value with minimal or no charge adjustment  -   229,185   -   229,185   3.3%
Not subject to discretionary withdrawal  122,176   -   -   122,176   1.7%
                     
Gross annuity reserves and deposit liabilities  122,578   6,686,573   225,401   7,034,552   100.0%
Reinsurance ceded  122,578   6,686,573   -   6,809,151     
                     
Total annuity reserves and deposit liabilities $-  $-  $225,401  $225,401     

The Company had policy liabilities associated with its separate accounts of $225,401 as of December 31, 2022.

31

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 
Not subject to discretionary withdrawal $8,041  $-  $-  $8,041   100.0%
                     
Gross annuity reserves and deposit liabilities  8,041   -   -   8,041   100.0%
Reinsurance ceded  8,041   -   -   8,041     
                     
Total annuity reserves and deposit liabilities $-  $-  $-  $-     

32

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, 2022: 

                   
                   
  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 $-  $22  $38  $-  $-  $- 
Universal life  2,232   2,232   2,278   -   -   - 
Other permanent cash value life insurance  -   15,385   19,884   -   -   - 
Miscellaneous reserves  -   59   59   -   -   - 
                         
Not subject to discretionary withdrawal or no cash values:                        
                         
Term policies without cash value  -   -   3,503   -   -   - 
Accidental death benefits  -   -   6   -   -   - 
Disability - active lives  -   -   2   -   -   - 
Disability - disabled lives  -   -   38   -   -   - 
Miscellaneous reserves  -   -   49   -   -   - 
                         
Gross reserves before reinsurance  2,232   17,698   25,857   -   -   - 
                         
Ceded reinsurance  2,232   17,698   25,857   -   -   - 
                         
Net reserves $-  $-  $-  $-  $-  $- 

33

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 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     

The Company had policy liabilities associated with its separate accounts of $285,266 as of December 31, 2021.

34

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 -                    
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 $-  $-  $-  $-     

35

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   -   -   - 
Variable universal life  -   -   -   -   -   - 
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 $-  $-  $-  $-  $-  $- 

36

MEMBERS Life Insurance Company

Notes to Statutory Basis Financial Statements

($ in 000s)

Note 9: Statutory Financial Data and Dividend Restrictions

The Company is subject to statutory 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 advance of payment and extraordinary dividends, as defined by statutes, require regulatory approval. The Company cannot pay stockholder dividends in 2023 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 formulas incorporating asset risk, insurance risk, and business risk. The adequacy of the Company’s actual capital is evaluated by a comparison to the RBC results, as determined by the formula. At December 31, 2022 and 2021, the Company’s adjusted capital exceeded the RBC minimum requirements, as required by the NAIC. The Company could pay $5,205 in stockholder dividends in 2022 without the approval of the Insurance Department.

37

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 its conduct of business. Like other members of the insurance industry, the Company is routinely involved in a number of lawsuits and other 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 underlying 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 resolutions relative to other 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 may not be advised of the nature and extent of relief sought until the final stages of 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.

Note 11: Unassigned Surplus

Nonadmitted assets at December 31 reduce unassigned surplus and include the following: 

       
       
  2022  2021 
Nonadmitted assets:        
Net deferred tax asset $4,612  $2,448 
Accounts receivable - nonaffiliated  6,599   4,474 
Prepaid expenses  494   382 
Interest maintenance reserve  740   809 
Debit suspense balances  2,488   957 
         
Total nonadmitted assets $14,933  $9,070 

38

MEMBERS Life Insurance Company
Notes to Statutory Basis Financial Statements
($ in 000s)

Note 12: Separate Accounts 

Separate accounts represent funds that are invested to support the variable component of the Company’s obligations under the flexible premium variable and index-linked deferred annuity contracts.

Information relating to the Company’s flexible premium variable separate account business as of December 31 is set forth in the tables below: 

             
             
  2022  2021 
  Indexed with
Guarantees
  Non-
Guaranteed
  Indexed with
Guarantees
  Non-
Guaranteed
 
                 
Reserves with assets held:                
At fair value $-  $225,401  $-  $285,266 
At amortized cost  -   -   -   - 
Total $-  $225,401  $-  $285,266 
                 
Reserves with assets subject to discretionary withdrawal:                
At fair value $-  $225,401  $-  $285,266 
With fair value adjustment  -   -   -   - 
Not subject to discretionary withdrawal  -   -   -   - 
Total $-  $225,401  $-  $285,266 

The following table shows the premiums and deposits for flexible premium variable contracts recorded in the separate accounts for the years ended December 31: 

             
  2022  2021 
  Indexed with
Guarantees
  Non-
Guaranteed
  Indexed with
Guarantees
  Non-
Guaranteed
 
                 
Non-guaranteed premiums, considerations and  deposits received for separate account policies $-  $225,401  $-  $285,266 
                 
Total $-  $225,401  $-  $285,266 

39

MEMBERS 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:  

             
             
 

 

 

2022  2021 
  Indexed with
Guarantees
  Non-
Guaranteed
  Indexed with
Guarantees
  Non-
Guaranteed
 
                 
Transfers to separate accounts $-  $1,295,577  $-  $1,556,187 
Transfers from separate accounts  -   (1,291,131)  -   (1,527,283)
Valuation adjustment  -   (8,520)  -   3,534 
                 
Net transfers to (from) separate accounts $-  $(4,074) $-  $32,438 

Note 13: Subsequent Events

The Company evaluated subsequent events through March 15, 2023, the date the statutory basis financial statements were available for issuance. There were no significant subsequent events that require adjustment to or disclosure in the accompanying statutory basis financial statements.

40

MEMBERS LIFE INSURANCE COMPANY
Supplemental Schedules
December 31, 2022

Supplemental Schedules

41

MEMBERS LIFE INSURANCE COMPANY
Schedule of Selected Financial Data
As of and for the Year Ended December 31, 2022
(000s omitted)

Investment income earned:   
Government bonds $152 
Other bonds (unaffiliated)  912 
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  693 
Short-term investments  - 
Other invested assets  - 
Derivative financial instruments  - 
Aggregate write-in for investment income  - 
Gross investment income $1,757 
     
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  - 

42

MEMBERS LIFE INSURANCE COMPANY
Schedule of Selected Financial Data, continued
As of and for the Year Ended December 31, 2022
(000s omitted)

Bonds and short-term investments by class and maturity:   
Bonds by maturity - statement value   
Due within one year or less $2,063 
Over 1 year through 5 years  21,540 
Over 5 years through 10 years  13,344 
Over 10 years through 20 years  8,877 
Over 20 years  31 
Total by maturity $45,855 
     
Bonds by class - statement value    
Class 1 $40,121 
Class 2  5,734 
Class 3  - 
Class 4  - 
Class 5  - 
Class 6  - 
Total by class $45,855 
     
Total bonds publicly traded $39,999 
Total bonds privately placed  5,856 
     
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  4,857 
Cash equivalents  42,915 

43

MEMBERS LIFE INSURANCE COMPANY
Schedule of Selected Financial Data, continued
As of and for the Year Ended December 31, 2022
(000s omitted)

Life insurance in force: 
10-Year Initial Index PeriodIndustrial$- 
I = 10-Year Constant Maturity Treasury Rate = 3.50%Ordinary671,511 
K = The BofA Merrill Lynch 1-10 Year US CorporateCredit life- 
Constrained Index Asset Swap Spread = 1.00%Group life10,181 
Amount of accidental death insurance in force under ordinary policies1,857
Life insurance policies with disability provisions in force:
Industrial-
Ordinary2,356
Credit life-
Group life224
Supplementary contracts in force:  
  
Assume the following information at the time of partial withdrawal (3/1/2018):
  
Gross partial withdrawal = $50,000.00Ordinary - not involving life contingencies 
Unadjusted S&P 500 Index Value = 1,200.00Amount on deposit- 
J = 8.5 Year Constant Maturity Treasury Rate = 4.00%Income payable- 
L = The BofA Merrill Lynch 1-10 Year US CorporateOrdinary - involving life contingencies 
Constrained Index Asset Swap Spread = 1.50%Income payable- 
N = Years Remaining in Initial Index Period = 8.50 YearsGroup - not involving life contingencies 
Surrender Charge Percent = 9.00%Amount of deposit- 

A-1


We take the following steps to determine the net partial withdrawal amount (excluding taxes) payable to the Owner from each Risk Control Account in connection with a partial withdrawal resulting in a negative MVA.

Income payable 
First, we determine Credited Index Interest and Contract Value for each Risk Control Account at the time of the partial withdrawal. With respect to the Secure Account, because the 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).
-
Group - involving life contingencies
Income payable- 
 We follow the same steps in determining Credited Index Interest and Contract Value for the Growth Account at the time of the partial withdrawal. With respect to the Growth Account, because the 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).
Annuities:
Ordinary
Immediate - amount of income payable-
Deferred - fully paid - account balance-
Deferred - not fully paid - account balance- 
 
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).
Group
Immediate - amount of income payable-
Fully paid account payable-
Not fully paid - account balance- 
 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).
Accident and health insurance - premium in force:
Ordinary-
Group-
Credit- 
 
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.
Deposit funds and dividends accumulations:
Deposit funds - account balance-
Dividend accumulations - account balance-

A-2


44

 
We followMEMBERS LIFE INSURANCE COMPANY
Schedule of Selected Financial Data, continued
As of and for 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.Year Ended December 31, 2022
(000s omitted)
 

Claim payments 2022:
  Group accident and health - year ended December 31
2022$-
2021-
2020-
2019-
2018-
Prior- 
 
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.
Other accident and health
2022-
2021-
2020-
2019-
2018-
Prior- 
 
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).
  
Other coverages that use developmental methods to calculate claims reserves
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).
  
2022The 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).
 - 
2021The 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


 $75,000.00 + $2,625.00 - $36,572.44 or $41,052.56. For the Growth Account, that equals $25,000.00 + $3,500.00 - $13,427.56 or $15,072.44. The total Contract Value in both Risk Control Accounts after the partial withdrawal is $56,125.00 ($41,052.56 plus $15,072.44).

Example 2 – Partial Withdrawal with Positive MVA

Assume the following information at the last Contract Anniversary (9/1/2017):

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

Total Contract Value = $100,000.00 
10-Year Initial Index Period2020- 
I = 10-Year Constant Maturity Treasury Rate = 3.50%2019- 
K = The BofA Merrill Lynch 1-10 Year US Corporate2018- 
Constrained Index Asset Swap Spread = 1.00%Prior- 

45

MEMBERS LIFE INSURANCE COMPANY
Summary Investment Schedule
December 31, 2022
(000s omitted)

  Gross  Admitted Invested Assets 
  Investment  Reported in the Annual Statement 
Investment Categories Holdings  Amount  Percentage 
             
Long-Term Bonds:            
U.S. governments $8,830  $8,830   9.4%
All other governments  -   -   0.0%
U.S. states, territories and possessions, etc. guaranteed  -   -   0.0%
U.S. political subdivisions of states, territories, and possessions, guaranteed  -   -   0.0%
U.S. special revenue and special assessment obligations, etc. non-guaranteed  519   519   0.6%
Industrial and miscellaneous  36,506   36,506   39.0%
Hybrid securities  -   -   0.0%
Parent, subsidiaries and affiliates  -   -   0.0%
SVO identified funds  -   -   0.0%
Unaffiliated Bank loans  -   -   0.0%
Total long-term bonds  45,855   45,855   49.0%
Preferred Stocks            
Industrial and miscellaneous (unaffiliated)  -   -   0.0%
Parent, subsidiaries and affiliates  -   -   0.0%
Total preferred stocks  -   -   0.0%
Common Stocks            
Industrial and miscellaneous            
Publicly traded (unaffiliated)  -   -   0.0%
Industrial and miscellaneous Other (unaffiliated)  -   -   0.0%
Parent, subsidiaries and affiliates Publicly traded  -   -   0.0%
Parent, subsidiaries and affiliates Other  -   -   0.0%
Mutual funds  -   -   0.0%
Unit investment trusts  -   -   0.0%
Total common stocks  -   -   0.0%
Mortgage loans  -   -   0.0%
Real estate  -   -   0.0%
Cash, cash equivalents and short-term investments  47,772   47,772   51.0%
Contract loans  -   -   0.0%
Derivatives  -   -   0.0%
Other invested assets  -   -   0.0%
Receivables for securities  -   -   0.0%
Securities lending  -   -   0.0%
             
Total invested assets $93,627  $93,627   100.0%

46

MEMBERS LIFE INSURANCE COMPANY
Reinsurance Contract Interrogatories
Year Ended December 31, 2022

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, 2022 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

SUPPLEMENTAL INVESTMENT RISKS INTERROGATORIES 

For The Year Ended December 31, 2022 

(To Be Filed by April 1)

Of The MEMBERS Life Insurance Company

ADDRESS (City, State and Zip Code) Madison, WI 53705

NAIC Group Code 0306                    NAIC Company Code 86126                     Federal Employer’s Identification Number (FEIN) 39-1236386

The Investment Risks Interrogatories are to be filed by April 1. They are also to be included with the Audited Statutory Financial Statements.

Answer the following interrogatories by reporting the applicable U.S. dollar amounts and percentages of the reporting entity’s total admitted assets held in that category of investments.

1.Reporting entity’s total admitted assets, excluding separate account assets. $116,738,518 
      
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  $1,928,806   1.7%
 2.02  Procter & Gamble co. Bond   1,908,261   1.6%
 2.03  Woodmont Trust Bond   1,897,770   1.6%
 2.04  Amsr Trust Bond   1,860,164   1.6%
 2.05  Novartis Capital Corp Bond   1,730,886   1.5%
 2.06  Toyota Motor Credit Corp Bond   1,003,236   0.9%
 2.07  National Australia Bank ltd. Bond   1,000,000   0.9%
 2.08  Mass Mutual Global Funding Bond   999,188   0.9%
 2.09  Blackrock Inc Bond   999,133   0.9%
 2.10  PNC Bank Bond   998,998   0.9%
               
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  $40,120,749   34.4%             
 3.02  NAIC-2   5,734,649   4.9%             
 3.03  NAIC-3   -   -%             
 3.04  NAIC-4   -   -%             
 3.05  NAIC-5   -   -%             
 3.06  NAIC-6   -   -%             
    Preferred Stocks  3   4            
 3.07  P/RP-1  $-   -%             
 3.08  P/RP-2   -   -             
 3.09  P/RP-3   -   -             
 3.10  P/RP-4   -   -             
 3.11  P/RP-5   -   -             
 3.12  P/RP-6   -   -             

4.Assets held in foreign investments:

4.01Are assets held in foreign investments less than 2.5% of the reporting entity’s total   admitted assets?Yes [   ] No [ X ]
  
  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 $4,897,675   4.2%
 4.03  Foreign-currency-denominated investments  -   -%
 4.04  Insurance liabilities denominated in that same foreign currency  -   -%


SUPPLEMENT FOR THE YEAR 2022 OF THE MEMBERS Life Insurance Company

Assume5.Aggregate foreign investment exposure categorized by NAIC sovereign rating:

       1   2 
 5.01  Countries rated NAIC-1 $4,897,675   4.2%
 5.02  Countries rated NAIC-2  -   -%
 5.03  Countries rated NAIC-3 or below  -   -%

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: United Kingdom $1,961,009   1.7%
 6.02  Country 2: Australia  1,000,000   0.9%
             
    Countries rated NAIC-2:        
 6.03  Country 1: $-   -%
 6.04  Country 2:  -   -%
             
    Countries rated NAIC-3 or below:        
 6.05  Country 1: $-   -%
 6.06  Country 2:  -   -%

7.Aggregate unhedged foreign currency exposure:$--%

8.Aggregate unhedged foreign currency exposure categorized by NAIC sovereign rating:

       1   2 
 8.01  Countries rated NAIC-1 $-   -%
 8.02  Countries rated NAIC-2  -   -%
 8.03  Countries rated NAIC-3 or below  -   -%

9.Two largest unhedged foreign currency exposures by country, categorized by the country’s NAIC sovereign rating:

      1   2 
    Countries rated NAIC-1:        
 9.01  Country 1: $-   -%
 9.02  Country 2:  -   -%
             
    Countries rated NAIC-2:        
 9.03  Country 1: $-   -%
 9.04  Country 2:  -   -%
             
    Countries rated NAIC-3 or below:        
 9.05  Country 1: $-   -%
 9.06  Country 2:  -   -%

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  $1,000,000   0.9%
 10.02  CFIP CLO Ltd. 1   998,514   0.9%
 10.03  Linde PLC 1   988,569   0.8%
 10.04  Barclays PLC 2   972,440   0.8%
 10.05  CNH Industrial NV 2   938,153   0.8%
 10.06       -   -%
 10.07       -   -%
 10.08       -   -%
 10.09       -   -%
 10.10       -   -%

285.1

SUPPLEMENT FOR THE YEAR 2022 OF THE MEMBERS Life Insurance Company

11.Amounts and percentages of the reporting entity’s total admitted assets held in Canadian investments and unhedged Canadian currency exposure:

11.01Are assets held in Canadian investments less than 2.5% of the reporting entity’s total admitted assets?Yes [ X ] No [   ]

If response to 11.01 is yes, detail is not provided for the remainder of Interrogatory 11.

     1  2 
 11.02  Total admitted assets held in Canadian Investments $-   -%
 11.03  Canadian currency-denominated investments  -   -%
 11.04  Canadian-denominated insurance liabilities  -   -%
 11.05  Unhedged Canadian currency exposure  -   -%

12.Report aggregate amounts and percentages of the reporting entity’s total admitted assets held in investments with contractual sales restrictions.

12.01Are assets held in investments with contractual sales restrictions less than 2.5% of the reporting entity’s total admitted assets?   Yes [ X ] No [   ]

If response to 12.01 is yes, responses are not provided for the remainder of Interrogatory 12.

    1 2  3 
 12.02  Aggregate statement value of investments with contractual sales restrictions $-   -%
    Largest three investments with contractual sales restrictions:       
 12.03    -   -%
 12.04    -   -%
 12.05    -   -%

13.Amounts and percentages of admitted assets held in the ten largest equity interests:

13.01Are assets held in equity interest less than 2.5% of the reporting entity’s total admitted assets?Yes [ X ] No [   ]

If response to 13.01 above is yes, responses are not provided for the remainder of Interrogatory 13.

    1     
    Name of Issuer  2  3 
 13.02   -  $-   -%
 13.03   -   -   -%
 13.04   -   -   -%
 13.05   -   -   -%
 13.06   -   -   -
 13.07   -   -   -
 13.08   -   -   -
 13.09   -   -   -
 13.10   -   -   -
 13.11   -   -   -
               

285.2

SUPPLEMENT FOR THE YEAR 2022 OF THE MEMBERS Life Insurance Company

14.Amounts and percentages of the reporting entity’s total admitted assets held in nonaffiliated, privately placed equities:

14.01Are assets held in nonaffiliated, privately placed equities less than 2.5% of the reporting entity’s total admitted assets?Yes [ X ] No [   ]

If response to 14.01 above is yes, responses are not required for 14.02 through 14.05.

    1   2   3 
 14.02  Aggregate statement value of investments held in nonaffiliated, privately placed equities:     $-   -%
    Largest three investments held in nonaffiliated, privately placed equities:            
 14.03  -  $-   -%
 14.04  -   -   -%
 14.05  -   -   -%
              
 Ten largest fund managers:         

    1 2  3  4 
    Fund Manager Total Invested  Diversified  Nondiversified 
 14.06  Allspring $42,758,432  $42,758,432  $- 
 14.07  State Street Global Advisors  106,587   106,587   - 
 14.08  Wells Fargo Funds  50,000   50,000   - 
 14.09     -   -   - 
 14.10     -   -   - 
 14.11     -   -   - 
 14.12     -   -   - 
 14.13     -   -   - 
 14.14     -   -   - 
 14.15     -   -   - 

15.Amounts and percentages of the reporting entity’s total admitted assets held in general partnership interests:

15.01Are assets held in general partnership interests less than 2.5% of the reporting entity’s total admitted assets?Yes [ X ] No [   ]

If response to 15.01 above is yes, responses are not provided for the remainder of Interrogatory 15.

    1   2   3 
 15.02  Aggregate statement value of investments held in general partnership interests:     $-   -%
    Largest three investments in general partnership interests:            
 15.03  -  $-   -%
 15.04  -   -   -%
 15.05  -   -   -%
              

285.3

SUPPLEMENT FOR THE YEAR 2022 OF THE MEMBERS Life Insurance Company

16.Amounts and percentages of the reporting entity’s total admitted assets held in mortgage loans:

16.01Are mortgage loans reported in Schedule B less than 2.5% of the reporting entity’s total admitted assets?Yes [ X ] No [   ]
If response to 16.01 above is yes, responses are not provided for the remainder of Interrogatory 16 and Interrogatory 17.

    1       
    Type (Residential, Commercial, Agricultural)  2  3 
 16.02  -  $-   -%
 16.03  -   -   -%
 16.04  -   -   -%
 16.05  -   -   -%
 16.06  -   -   -%
 16.07  -   -   -%
 16.08  -   -   -%
 16.09  -   -   -%
 16.10  -   -   -%
 16.11  -   -   -%

Amount and percentage of the reporting entity’s total admitted assets held in the following information at the timecategories of partial withdrawal (3/1/2018):mortgage loans:

Loans
 16.12Construction loans$--%
Gross partial withdrawal = $50,000.0016.13 
Unadjusted S&P 500 Index Value = 1,200.00Mortgage loans over 90 days past due 
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%16.14 
N = Years RemainingMortgage loans in Initial Index Period = 8.50the process of foreclosure 
Surrender Charge Percent = 9.00%- -%
16.15Mortgage loans foreclosed--%
16.16Restructured mortgage loans--%

A-4


17.Aggregate mortgage loans having the following loan-to-value ratios as determined from the most current appraisal as of the annual statement date:

We take the following steps to determine the net partial withdrawal amount (excluding taxes) payable to the Owner from

     Residential  Commercial  Agricultural 
 Loan-to-Value  1  2  3  4  5  6 
 17.01 above 95%  $-   -% $-   -% $-   -%
 17.02 91% to 95%   -   -%  -   -%  -   -%
 17.03 81% to 90%   -   -%  -   -%  -   -%
 17.04 71% to 80%   -   -%  -   -%  -   -%
 17.05 below 70%   -   -%  -   -%  -   -%

18.Amounts and percentages of the reporting entity’s total admitted assets held in each of the five largest   investments in real estate:

18.01Are assets held in real estate reported less than 2.5% of the reporting entity’s total admitted assets?Yes [ X ] No [   ]

If response to 18.01 above is yes, responses are not provided for the remainder of Interrogatory 18.

Largest five investments in any one parcel or group of contiguous parcels of real estate.

    1       
    Description  2  3 
 18.02  -  $-   -%
 18.03  -   -   -%
 18.04  -   -   -%
 18.05  -   -   -%
 18.06  -   -   -%

19.Report aggregate amounts and percentages of the reporting entity’s total admitted assets held in investments held in mezzanine real estate loans.

19.01Are assets held in investments held in mezzanine real estate loans less than 2.5% of the reporting entity’s admitted assets?Yes [ X ] No [   ]

If response to 19.01 is yes, responses are not provided for the remainder of Interrogatory 19.

    1 2  3 
 19.02  Aggregate statement value of investments held in mezzanine real estate loans: $-   -%
    Largest three investments held in mezzanine real estate loans.        
 19.03    $-   -%
 19.04     -   -%
 19.05     -   -%

285.4

SUPPLEMENT FOR THE YEAR 2022 OF THE MEMBERS Life Insurance Company

20.Amounts and percentages of the reporting entity’s total admitted assets subject to the following types of agreements:

     At Year-End  At End of Each Quarter 
           1st Qtr  2nd Qtr  3rd Qtr 
      1  2  3  4  5 
 20.01  Securities lending agreements (do not include assets held as collateral for such transactions) $-   -% $-  $-  $- 
 20.02  Repurchase agreements  -   -%  -   -   - 
 20.03  Reverse repurchase agreements  -   -%  -   -   - 
 20.04  Dollar repurchase agreements  -   -%  -   -   - 
 20.05  Dollar reverse repurchase agreements  -   -%  -   -   - 

21.Amounts and percentages of the reporting entity’s total admitted assets for warrants not attached to other financial instruments, options, caps and floors:

     Owned  Written 
      1  2  3  4 
 21.01  Hedging $-   -% $-   -%
 21.02  Income generation  -   -%  -   -%
 21.03  Other  -   -%  -   -%
                     

22.Amounts and percentages of the reporting entity’s total admitted assets of potential exposure for collars, swaps, and forwards:

     At Year-End  At End of Each Quarter 
           1st Qtr  2nd Qtr  3rd Qtr 
      1  2  3  4  5 
 22.01  Hedging $-   -% $-  $-  $- 
 22.02  Income generation  -   -%  -   -   - 
 22.03  Replications  -   -%  -   -   - 
 22.04  Other  -   -%  -   -   - 
                         

23.Amounts and percentages of the reporting entity’s total admitted assets of potential exposure for futures contracts:

     At Year-End  At End of Each Quarter 
           1st Qtr  2nd Qtr  3rd Qtr 
      1  2  3  4  5 
 23.01  Hedging $-   -% $-  $-  $- 
 23.02  Income generation  -   -%  -   -   - 
 23.03  Replications  -   -%  -   -   - 
 23.04  Other  -   -%  -   -   - 

285.5

APPENDIX A: EQUITY ADJUSTMENT

The Equity Adjustment for a Risk Control Account is equal to:

Crediting Base x (hypothetical option value - amortized option cost – trading costs)

The examples below show how the Equity Adjustment is calculated and how it may vary based on whether the reference Index has increased or decreased and how much time there is remaining in connection withthe Interest Term. The hypothetical option value and trading costs in the examples are expressed as a partial withdrawal resultingpercentage of the Crediting Base.

 1-Year Floor and Cap6-Year Buffer and Participation Rate
Interest Term Start Date  
Crediting Base$100,000$100,000
Index Value1,0001,000
Number of Days in Interest Term3652,191
Hypothetical Option Value1.75%10.84%

 

Example A: Negative Index Return with Many Days Remaining in the Interest Term

 

Interest Term Valuation Date  
Index Value950950
Index Return-5%-5%
Days Remaining in Interest Term3342,160
Hypothetical Option Value-1.26%5.08%
Amortized Option Value1.75% x (334/365) = 1.60%

10.84% x (2,160/2,191) =

10.68%

Trading Costs0.15%0.15%
Equity Adjustment

$100,000 x (-1.26% - 1.60% - 0.15%) =

-$3,010.36

$100,000 x (5.08% - 10.68% - 0.15%) =

-$5,753.35

Risk Control Account Value$100,000 - $3,010.36= $96,989.64$100,000 - $5,753.35= $94,246.65

 

Example B: Negative Index Return with Few Days Remaining in the Interest Term

 

Interest Term Valuation Date  
Index Value950950
Index Return-5%-5%
Days Remaining in Interest Term3030
Hypothetical Option Value-4.61%-0.38%
Amortized Option Value

1.75% x (30/365) =

0.14%

10.84% x (30/2,191) =

0.15%

Trading Costs0.15%0.15%
Equity Adjustment

$100,000 x (-4.61% - 0.14% - 0.15%) =

-$4,908.13

$100,000 x (-0.38% - 0.15% - 0.15%) =

-$675.02

Risk Control Account Value$100,000 - $4,908.13 = $95,091.87$100,000 - $675.02= $99,324.98


 

Example C: Positive Index Return with Many Days Remaining in the Interest Term

 

Interest Term Valuation Date  
Index Value10501050
Index Return5%5%
Days Remaining in Interest Term3342,160
Hypothetical Option Value3.86%16.51%
Amortized Option Value

1.75% x (334/365) =

1.60%

10.84% x (2,160/2,191) =

10.68%

Trading Costs0.15%0.15%
Equity Adjustment

$100,000 x (3.86% - 1.60% - 0.15%) =

$2,113.29

$100,000 x (16.51% - 10.68% - 0.15%) =

$5,676.38

Risk Control Account Value$100,000 + $2,113.29= $102,113.29=$100,000 + $5,676.38= $105,676.38

 

Example D: Positive Index Return with Few Days Remaining in the Interest Term

 

Interest Term Valuation Date  
Index Value10501050
Index Return5%5%
Days Remaining in Interest Term302,160
Hypothetical Option Value5.08%7.38%
Amortized Option Value

1.75% x (30/365) =

0.14%

10.84% x (30/2,191) =

0.15%

Trading Costs0.15%0.15%
Equity Adjustment

$100,000 x (5.08% - 0.14% - 0.15%) =

$4,784.17

$100,000 x (7.38% - 0.15% - 0.15%) =

$7,085.77

Risk Control Account Value$100,000 + $4,784.17= $104,784.17$100,000 + $7,085.77= $107,085.77

APPENDIX B: EXAMPLES OF WITHDRAWALS WITH APPLICATION OF SURRENDER CHARGE AND INTEREST ADJUSTMENT

The Surrender Charge is calculated as a percentage of the Contract Value withdrawn or surrendered that exceeds the Annual Free Withdrawal Amount during the first six Contract Years.

The Interest Adjustment is calculated by multiplying the amount withdrawn by the sum of the Interest Adjustment factor (IAF) minus one (i.e., IAF – 1), where IAF is equal to ((1 + I + K)/(1 + J + L))^N. For Contracts issued on or after September 25, 2022, the Interest Adjustment does not apply to the Annual Free Withdrawal amount.

The examples below show how the Interest Adjustment is calculated and how it may vary based on how the Constant Maturity Treasury (CMT) Rate and the ICE BofA Index have changed since the start of the 6-year Interest Adjustment period. The examples also show how the surrender charge is calculated.

AssumptionsContracts Issued Prior to September 25, 2022Contracts Issued On or After September 25, 2022
Withdrawal on 2nd Contract Anniversary$20,000$20,000
Contract Value on 2nd Contract Anniversary$110,000$110,000
Contract Value after Withdrawal$110,000 - $20,000 = $90,000$110,000 - $20,000 = $90,000
Annual Free Withdrawal Amount$110,000 x 10% = $11,000$110,000 x 10% = $11,000
Surrender Charge Percentage8%8%
Surrender Charge8% x ($20,000 - $11,000) = $7208% x ($20,000 - $11,000) = $720
6-year CMT Rate (I) at Start of 6-year Period2.50%2.50%
ICE BofA Index (K) at Start of 6-year Period1.00%1.00%
Years Remaining in 6-Year Period (N)6 - 2 = 46 - 2 = 4
Example A: Withdrawal with a Negative Interest Adjustment
CMT Rate for the remaining Index period (J)2.90%2.90%
ICE BofA Index at time of Withdrawal (L)1.10%1.10%
IAF = ((1 + I + K)/(1 + J + L))^N((1 + 2.50% + 1.00%) / (1 + 2.90% + 1.10%))^4 = 0.9809075((1 + 2.50% + 1.00%) / (1 + 2.90% + 1.10%))^4 = 0.9809075
Interest Adjustment$20,000 x (0.9809075 - 1) = -$381.85($20,000 - $11,000) x (0.9809075 - 1) = -$171.83
Net Withdrawal$20,000 - $720 +(-$381.85) = $18,898.15$20,000 - $720 +(-$171.83) = $19,108.17
Example B: Withdrawal with a Positive Interest Adjustment
CMT for the remaining Index period (J)2.10%2.10%
ICE BofA Index at time of Withdrawal (L)0.90%0.90%
IAF = ((1 + I + K)/(1 + J + L))^N((1 + 2.50% + 1.00%) / (1 + 2.10% + 0.90%))^4 = 1.0195593((1 + 2.50% + 1.00%) / (1 + 2.10% + 0.90%))^4 = 1.0195593
Interest Adjustment$20,000 x (1.0195593 - 1) = $391.19($20,000 - $11,000) x (1.0195593 - 1) = $176.03
Net Withdrawal$20,000 - $720 + $391.19 = $19,671.19$20,000 - $720 + $176.03 = $19,456.03

APPENDIX C: STATE VARIATIONS OF CERTAIN FEATURES AND BENEFITS

The following information is a summary of certain features or benefits of the TruStageTM ZoneChoice Annuity Contracts that vary from the features and benefits previously described in this Prospectus as a positive MVA.result of requirements imposed by states. Please contact your financial professional for more information about Contract variations and availability in your state.

States where certain TruStageTM ZoneChoice Annuity features or benefits vary:

State
First, we determine Credited Index Interest and Contract Value for each Risk Control Account at the timeFeature or Benefit
Variation
ArizonaSee “Right to Examine” under “Getting Started – The Accumulation Period”If your age as of the partial withdrawal. With respectContract Issue 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”

The Owner has the right to assign 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).Contract.

  
 We followSee “Right to Examine” under “Getting Started – The Accumulation Period”

If the same steps in determining Credited Index Interest and Contract Value for the Growth Account at the time of the partial withdrawal. With respect to the Growth Account, because the Unadjusted Index Value is greater than the Initial Index Value multiplied by the sum of 1 + Index Interest Rate Cap, Credited Index Interest equalsPurchase Payment exceeds 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) torefund will be your Purchase Payment less withdrawals.

If your age as of the Contract Value in the Growth Account ($25,000.00) to determine theIssue Date is at least 60 years old, you must return your Contract Value in the Growth Account at the timewithin 30 days of partial withdrawal ($28,500.00).receipt.

  
 
Second, we determine the free annual withdrawal amount available in connectionSee “Waiver of Surrender Charges” under “Access to Your Money”
“Nursing Home or Hospital” is replaced with a“Facility Care, Home Care, or Community-Based Services”. There is no minimum confinement period to utilize this waiver. The Facility Care or Home Care and Terminal Illness waivers apply to full surrenders only, not partial 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).withdrawals.
  
 We follow the same stepsSee “Declared Rate Account Allocation Option”The rate used in determining the free annual withdrawal amount available in connection with a partial withdrawal from the Growth Account at the timesection b(2) of the partial withdrawal. We determineMinimum Interest Rate calculation is 0.25%.
Connecticut

See “Right to Examine” under “Getting Started – The Accumulation Period”

If the portion ofPurchase Payment exceeds 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 sumrefund will be your Purchase Payment less withdrawals.

You must return your Contract within 10 days 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).receipt, including replacement contracts.

  
 
Third, we calculateSee “Waiver of Surrender Charges” under “Access to Your Money”
There is a one-year wait before the amountwaiver of surrender charge provisions may be exercised.
Delaware

See “Right to Examine” under “Getting Started – The Accumulation Period”

If 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 onPurchase Payment exceeds the Contract Value, held in each Risk Control Account. We determine the portionrefund will be your Purchase Payment less withdrawals if the source of the gross partial withdrawal to be taken from the Secure Account by multiplying the percentageyour initial Purchase Payment was a replacement, not new money.

You must return your Contract within 10 days of Contract Value held in the Secure Accountreceipt (20 days if it is a replacement contract).

A-5


StateFeature or BenefitVariation
Florida

See “Owner” under “Getting Started – The Accumulation Period”

The Owner has the right to assign the Contract.

 (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 amountSee “Right to Examine” under “Getting Started – The Accumulation Period”You must return your Contract within 21 days 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)receipt (30 days if it is a replacement contract).
  
 
Fourth, we determineSee “Income Payout Date” under “Income Payments – The Payout Period”
The requested Income Payout Date must be at least one year after the amountContract Issue Date.
GeorgiaSee “Right to Examine” under “Getting Started – The Accumulation Period”If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals.
HawaiiSee “Right to Examine” under “Getting Started – The Accumulation Period”If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals if the source of the gross partial withdrawal that may be subject toyour initial Purchase Payment was new money, not 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.replacement.
IdahoSee “Right to Examine” under “Getting Started – The Accumulation Period”

If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals.

You must return your Contract within 20 days of receipt, including replacement contracts.

Illinois

See definition of Terminally Ill and Terminal Illness 

Terminally Ill, Terminal Illness – A life expectancy of 24 months or less due to any illness or accident.

  
 
Fifth, we determine the amountSee “Declared Rate Account Allocation Option”
The rate used in section b(2) of the Surrender Charge that wouldMinimum Interest Rate calculation is 0.25%.
IndianaSee “Right to Examine” under “Getting Started – The Accumulation Period”

If the Purchase Payment exceeds the Contract Value, the refund will be deducted fromyour Purchase Payment less withdrawals if the gross partial withdrawal amount for each Risk Control Account. We do this by multiplyingsource of your initial Purchase Payment was a replacement, not new money.

You must return your Contract within 10 days of receipt (20 days if it is a replacement contract).

KansasSee definition of Terminally Ill and Terminal IllnessTerminally Ill, Terminal Illness – A life expectancy of 24 months or less due to any illness or accident.
LouisianaSee “Right to Examine” under “Getting Started – The Accumulation Period”If the amountPurchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals if the source of the gross partial withdrawal that may be subject toyour initial Purchase Payment was new money, not 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).replacement.
Maryland

See “Right to Examine” under “Getting Started – The Accumulation Period”

If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals if the source of your initial Purchase Payment was new money, not a replacement.


StateFeature or BenefitVariation
Massachusetts

See definition of Terminally Ill and Terminal Illness

Terminally Ill, Terminal Illness – A life expectancy of 24 months or less due to any illness or accident.

  
 
Sixth, we determineSee “Right to Examine” under “Getting Started – The Accumulation Period”

If the MVA that wouldPurchase Payment exceeds the Contract Value, the refund will be applied to the gross partial withdrawal amount for each Risk Control Account. For each Risk Control Account, we do this by dividing the amountyour Purchase Payment less withdrawals.

You must return your Contract within 10 days 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 withdrawalreceipt (20 days if it is a positive MVA of $2,052.96 ($1,539.72 plus $513.24)replacement contract).

  
 See “Waiver of Surrender Charges” under “Access to Your Money”There is no Nursing Home or Hospital waiver. The amount of the netTerminal Illness waiver applies to full surrenders only, not 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).withdrawals.

A-6


 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


Example 3 –Full Surrender of Contract on First Day of Second Contract Year with Negative MVA

Assume the following information at Contract Issue (9/1/2016):

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

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 timeSee “Terms of first Contract Anniversary (9/1/2017):Income Payments” under “Income Payments – The Payout Period”Income Options are not based on gender. The amount of each payment depends on all the items listed other than gender.
 
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


We take the following steps to determine the Surrender Value (excluding taxes) payable to the Owner from each Risk Control Account in connection with a full surrender of the Contract. For purposes of this example, we assume the surrender takes place on the first day of the second Contract Year.

Upon the Contract Anniversary, we calculate and apply Credited Index Interest to each Risk Control Account. The Automatic Rebalancing Program then transfers Contract Value between the Risk Control Accounts in accordance with 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 to the Contract Value held in the Growth Account. The negative Credited Index Interest we will credit equals the Contract Value held in the Growth Account ($25,000) multiplied by the Unadjusted Index Value (950) divided by Initial Index Value (1,000) minus 1 or -$1,250.00. We then apply the negative Credited Index Interest (-$1,250.00) to the Contract Value in the Growth Account ($25,000) to determine the Contract Value in the Growth Account on the Contract Anniversary ($23,750).
  
 See “Misstatement of Age or Gender” under “Other Information”Income Options are not based on gender. Only proof of age is required for misstatement; proof of gender is not.
MinnesotaSee “Right to Examine” under “Getting Started – The Accumulation Period”If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals if the source of your initial Purchase Payment was a replacement, not new money.
MississippiSee “Right to Examine” under “Getting Started – The Accumulation Period”If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals if the source of your initial Purchase Payment was new money, not a replacement.
Missouri

See “Right to Examine” under “Getting Started – The Accumulation Period”

If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals.

You must return your Contract within 10 days of receipt (20 days if it is a replacement contract).

 
The Automatic Rebalancing Program then transfers Contract Value between 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 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 ($98,750.00) or $9,875.00. 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 ($74,062.50) by the sum of the Secure Account Value

A-9


($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 Secure Account ($7,406.25) in connection with the surrender of the Contract.
  
 We follow the same stepsSee “Declared Rate Account Allocation Option”The rate used in determining the free annual withdrawal amount available from the Growth Account at the time of surrender. We determine the portionsection b(2) 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 resultMinimum Interest Rate calculation 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)0.25%.
Montana

See “Terms of Income Payments” under “Income Payments – The Payout Period”

Income Options are not based on gender. The amount of each payment depends on all the items listed other than gender. 

  
 
Third, we determineSee “Misstatement of Age or Gender” under “Other Information”
Income Options are not based on gender. Only proof of age is required for misstatement; proof of gender is not.


StateFeature or BenefitVariation
NebraskaSee “Right to Examine” under “Getting Started – The Accumulation Period”If 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 Payment exceeds the Contract Value, in the Risk Control Account. Forrefund will be your Purchase Payment 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 Payment was new money, not a replacement.
NevadaSee “Right to Examine” under “Getting Started – The Accumulation Period”If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals.
New JerseySee “Waiver of Surrender Charges” under “Access to Your Money”There is no Terminal Illness waiver.
New HampshireSee “Right to Examine” under “Getting Started – The Accumulation Period”If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals if the source of your initial Purchase Payment was new money, not a replacement.
North CarolinaSee “Right to Examine” under “Getting Started – The Accumulation Period”If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals if the source of your initial Purchase Payment 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 Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals.

You must return your Contract within 10 days of receipt (20 days if it is a replacement contract).

Rhode IslandSee “Right to Examine” under “Getting Started – The Accumulation Period”

If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals if the source of your initial Purchase Payment was new money, not a replacement.

You must return your Contract within 20 days of receipt (30 days if it is a replacement contract).

South CarolinaSee “Right to Examine” under “Getting Started – The Accumulation Period”If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals if the source of your initial Purchase Payment was new money, not a replacement.

StateFeature or BenefitVariation
TennesseeSee “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).

If the Purchase Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals if the source of your initial Purchase Payment was a replacement, not new money.

Texas

See “Owner” under “Getting Started – The Accumulation Period”

The Owner has the right to assign the Contract.

  
 
Fourth, we determine the amountSee “Right to Examine” under “Getting Started – The Accumulation Period”
You must return your Contract within 20 days of the Surrender Charge that would be deducted from the Contract Value in each Risk Control Account. We do this by multiplying the amount of the Contract Value that may be subject toreceipt (30 days if it is a Surrender Charge by the applicable Surrender Charge percentage 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 surrender of the Contract equals $7,998.75 ($5,999.06 plus $1,999.69)replacement contract).
  
 
Fifth, we determineSee “Waiver of Surrender Charges” under “Access to Your Money”
“Terminal Illness” is replaced with “Terminal Disability”.
Utah

See “Owner” under “Getting Started – The Accumulation Period”

The Owner has the MVA that would be appliedright to assign the Contract Value in each Risk Control Account. For each Risk Control Account, we do this by dividing the amount of the Contract Value 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 -0.0821.) For the Secure Account, we would divide $66,656.25 by 1.00 then multiply the result by -0.0821 which equals 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).Contract.

  
 See “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 Payment exceeds the Contract Value, in the Risk Control Accountrefund will be your Purchase Payment less withdrawals.
VermontSee “Right to Examine” under “Getting Started – The Accumulation Period”If the Surrender Charge and 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 Payment exceeds the Contract Value, the refund will be your Purchase Payment less withdrawals if the source of your initial Purchase Payment was new money, not a replacement.
VirginiaSee “Waiver of Surrender Charges” under “Access to Your Money”“Terminal Illness” is $83,450.69 ($62,588.02 plus $20,862.67). Following replaced with “Terminal Condition”
Washington

See “Right to Examine” under “Getting Started – The Accumulation Period”

If the surrender ofPurchase Payment exceeds the Contract there wouldValue, the refund will be noyour Purchase Payment less withdrawals.

You must return your Contract Value remainingwithin 10 days of receipt (20 days if it is a replacement contract).

See “Waiver of Surrender Charges” under “Access to Your Money”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-10MEMBERS Life Insurance Company


MEMBERS Life Insurance Company
2000 Heritage Way
Waverly, IA 50677
1-800-798-5500

2000 Heritage Way

Waverly, IA 50677

1-800-798-5500

Dealer Prospectus Delivery Obligations

All dealers that effect transactions in these securities are required to deliver a Prospectus.


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 (to be updated by amendment filing]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 $272,750 
Printing and engraving $75,000 
Accounting fees and expenses $362,863 
Legal fees and expenses $25,000 
Miscellaneous $5,000 
TOTAL EXPENSES $740,613 


*  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 the MEMBERS 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.

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 StatementRegistrant on Form S-1, filed November 27, 2013.January 21, 2021 (File No. 333-192603)333-252290)
1(ii)(a)Form of Selling and Services Agreement(iv)Amended and Restated Distribution Agreement dated as of January 7, 2016. Incorporated herein by reference to the initial filing of the Registration StatementRegistrant on Form N-4,S-1, filed January 29, 2016.21, 2021 (File No. 333-207276)
333-252290) 
(3)1(ii)(b)Addendum to Selling and Service Agreement for Electronic Signature Agreement dated August 27, 2020(i)Articles of Incorporation of MEMBERS Life Insurance Company. Incorporated herein by reference to the initial filing of the Registration StatementRegistrant on Form S-1, filed February 6, 2013.January 21, 2021 (File No. 333-186477)333-252290)
1(iii)(ii)Bylaws ofAmended and Restated Distribution Agreement dated Exhibit A dated September 2018 between MEMBERS Life Insurance Company. Company (“MLIC”) and CUNA Brokerage Services, Inc. (“CBSI”)Incorporated herein by reference to the initial filing of the Registration StatementRegistrant on Form S-1, filed February 6, 2013.January 21, 2021 (File No. 333-186477)333-252290)
3(i)Articles of Incorporation of MLIC(iii)Amended and Restated Bylaws. Incorporated herein by reference to the initial filing of the Registration Statement on Form N-4, filed January 29, 2016. (File No. 333-207276)
(4)(i)Forms of Contract. Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration StatementRegistrant on Form S-1, filed June 12, 2013.January 21, 2021 (File No. 333-186477)
(ii)Form of Application. 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)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)
333-252290) 
(5)3(ii)Bylaws of MLIC
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 StatementRegistrant on Form S-1, filed March 25, 2015.January 21, 2021 (File No. 333-202984).333-252290)
4(i)Form of Contact. (Form No. 2020-VAIL)(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 Registration StatementRegistrant on Form S-1, filed March 25, 2015.January 21, 2021 (File No. 333-202984).333-252290)
4(ii)Form of Application. (Form No. 2020-VAILAPP)(v)Procurement and Disbursement and Billing and Collection Services Agreement. Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statementinitial filing of the Registrant on Form S-1, filed June 12, 2013.January 21, 2021 (File No. 333-186477)333-252290)
4(iii)Form of Application-Amendment. (Form No. 2020-VAILAPPAMEND)(a) Amendment to Procurement and Disbursement and Billing and Collection Services Agreement. Incorporated herein by reference to the initial filing of the Registrant on Form S-1, filed January 21, 2021 (File No. 333-252290)
4(iv)Form of Data Page. (Form No. 2020-VAILDP)Incorporated herein by reference to the initial filing of the Registrant on Form S-1, filed January 21, 2021 (File No. 333-252290)
4(v)Form of Nursing Home or Hospital/ Terminal Illness Withdrawal Privilege Endorsement (Form No. 2020-WVRSCEND)Incorporated herein by reference to the initial filing of the Registrant on Form S-1, filed January 21, 2021 (File No. 333-252290)
5Legal OpinionX
10(i)(a)Amended and Restated Coinsurance and Modified Coinsurance Agreement between MLIC and CMFG Life Insurance Company (CMFG Life) dated January 1, 2019Incorporated herein by reference to the initial filing of the Registrant on Form S-1, filed January 21, 2021 (File No. 333-252290)
10(i)(b)Coinsurance Agreement dated August 19, 2019Incorporated herein by reference to the initial filing of the Registrant on Form S-1, filed January 21, 2021 (File No. 333-252290)

Exhibit Item NumberDescriptionIncorporated by Reference toFiled Herewith
10(i)(c)Amended and Restated Coinsurance Agreement between MLIC and CMFG Life dated February 4, 2021Incorporated herein by reference to the Post-Effective Amendment No. 1 tofiling of the Registration StatementRegistrant on Form S-1, filed April 4, 2014.6, 2022 (File No. 333-192603)333-252290)
10(i)(d)Second Amendment to Amended and Restated Coinsurance and Modified Coinsurance Agreement dated November 23, 2021Incorporated herein by reference to the Post-Effective Amendment 1 filing of the Registrant on Form S-1, filed April 6, 2022 (File No. 333-252290)
10(i)(e)Third Amendment to Amended and Restated Coinsurance and Modified Coinsurance Agreement dated October 10, 2022 (vi)X
10(ii)(a)Cost Sharing Agreement dated as of January 1, 2008Incorporated herein by reference to the initial filing of the Registrant on Form S-1, filed January 21, 2021 (File No. 333-252290) 
10(ii)(b)Expense Sharing Agreement dated as of December 31, 2013Incorporated herein by reference to the initial filing of the Registrant on Form S-1, filed January 21, 2021 (File No. 333-252290)
10(ii)(c)Amended and Restated Expense Sharing Agreement dated as of January 1, 2015Incorporated herein by reference to the initial filing of the Registrant on Form S-1, filed January 21, 2021 (File No. 333-252290)
10(ii)(d)Amendment to Cost Sharing Agreement dated February 1, 2012Incorporated herein by reference to the initial filing of the Registrant on Form S-1, filed January 21, 2021 (File No. 333-252290)
10(iii)(a)Investment Advisory Agreement dated as of January 31, 2012Incorporated herein by reference to the initial filing of the Registrant on Form S-1, filed January 21, 2021 (File No. 333-252290)
10(iii)(b)Amendment to Investment Advisory Agreement dated January 15, 2014Incorporated herein by reference to the initial filing of the Registrant on Form S-1, filed January 21, 2021 (File No. 333-252290)
10(iii)(c)Amended and Restated Investment Advisory Agreement dated January 1, 2015Incorporated herein by reference to the initial filing of the Registrant on Form S-1, filed January 21, 2021 (File No. 333-252290)
10(iv)(a)CUNA Mutual Group Cost Sharing, Procurement, Disbursement, Billing and Collection Agreement dated as of January 1, 2015. 2015Incorporated herein by reference to the initial filing of the Registration StatementRegistrant on Form S-1, filed March 25, 2015.January 21, 2021 (File No. 333-202984).333-252290)
23(i)Consent of Legal CounselSee Exhibit 5
23(ii)Consent of Independent Auditor (vii)X
24Powers of Attorney Amended and Restated Expense Sharing Agreement dated January 1, 2015. X
107Calculation of Filing Fee TableIncorporated herein by reference to Post-Effective Amendment. No 1 to the Registration Statement on Form N-4, filed March 31, 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]
(24)
Powers of Attorney. Incorporated herein by reference to Post-Effective Amendment No. 1 tofiling of the Registration StatementRegistrant on Form S-1, filed March 31, 2017.April 6, 2022 (File No. 333-210491)
William Karls –(filed herewith)
333-252290) 
101.INS XBRL Instance Document. [to be updated in amendment filing]
101.SCH XBRL Taxonomy Extension Schema ([to be updated in amendment filing]
101.CAL XBRL Taxonomy Extension Calculation Linkbase [to be updated in amendment filing]
101.DEF XBRL Taxonomy Definition Linkbase [to be updated in amendment filing]
101.LAB XBRL Taxonomy Extension Label Linkbase [to be updated in amendment filing]
101.PRE XBRL Taxonomy Extension Presentation Linkbase [to be updated in amendment filing]

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:Registration Statement:

(i)To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statementRegistration 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.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;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.

(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.


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 14 day of December, 2017.April, 2023.

 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 capacitiesdates indicated.

Name Title Date
*    
* President/President and Director December 20, 2017April 14, 2023
David L. Sweitzer

*
(Principal ExecutiveOfficer)
    
* Treasurer (Principal December 20, 2017April 14, 2023
Brian J. Borakove

*
Financial & AccountingOfficer)
    
* Director December 20, 2017April 14, 2023
Michael F. Anderson

*
DirectorDecember 20, 2017
Michael T. Defnet

**
DirectorDecember 20, 2017
William A. Karls

*
DirectorDecember 20, 2017
Steven R. Suleski    
     
*DirectorApril 14, 2023
Abigail R. Rodriguez    
* By:  /s/Ross D. Hansen
          Ross D. Hansen
 As Attorney-in-Fact
pursuant to
powers of attorney
*DirectorApril 14, 2023
William A. Karls
*DirectorApril 14, 2023
Paul D. Barbato  

Exhibit List

10(ii)(b) Second Amendment

*By:/s/Britney Schnathorst
Britney Schnathorst

* 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 14, 2023, herewith Powers of Attorney are filed as exhibits to the Registrant’s Pre-Effective Amendment 1 filing on Form S-1 on April 14, 2023.