As filed with the Securities and Exchange Commission on April 4, 2022

As filed with the Securities and Exchange Commission on March 10, 2023

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Athene Annuity and Life Company

(Exact name of registrant as specified in its charter)

Iowa

6311

42-0175020

(State or other jurisdiction of

(Primary Standard Industrial

(I.R.S. Employer

incorporation or organization)

Classification Code)

Identification Number)

7700 Mills Civic Parkway

West Des Moines, IA 50266-3862

(888) 266-8489

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Blaine Doerrfeld

Athene Annuity and Life Company

7700 Mills Civic Parkway

West Des Moines, IA 50266-3862

(888) 266-8489

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

Copy to:

Stephen E. Roth, Esq.

Eversheds Sutherland (US) LLP

700 Sixth Street, N.W.

Washington, DC

20001-3980

Approximate date of commencement of proposed sale to the public: Continuously on and after the effective date of this Registration Statement.

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

the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the

Securities Act registration statement number of earlier effective registration statement for the same offering. ¨

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. ¨

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. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging

growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer x

Smaller reporting company ¨

Emerging growth company ¨

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. ¨

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.

Pursuant to Rule 429 under the Securities Act of 1933, a prospectus contained herein also relates to Registration Statement No. 333-252851. Upon effectiveness, this Registration

Statement, which is a new Registration Statement, will also act as a post-effective amendment to such earlier Registration Statement.

Table of Contents

~~Athene®~~The ~~Amplify~~information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement

filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting

an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion Dated March 10, 2023

Athene® Amplify 2.0

Single Purchase Payment Index-Linked

Deferred Annuity Contract

For applications signed before June 5th, 2023

Issued by:

Athene Annuity and Life Company

7700 Mills Civic Parkway

West Des Moines, IA 50266-3862

Tel. (888) 266-8489

This prospectus describes the Athene® ® Amplify 2.0 Single Purchase Payment Index-Linked Deferred Annuity Contract (the Contract) issued by Athene Annuity and Life Company (the Company, we or us) that is designed for retirement or other long-term investment purposes. This prospectus applies to applications signed before June 5th, 2023. The Company does not allow additional Purchase Payments after the initial Purchase Payment.

The Contract offers index-linked investment options (Index-Linked Segment Options) that provide returns (Segment Credits) based on the performance of a broad-based index or indices (the Reference Index). Segment Credits are paid by the Company and are subject to its claims paying ability. We calculate Segment Credits based on the changes in the value of the Reference Index offor ~~the~~Index-Linked Segment ~~Option~~Options. Currently the Index-Linked Segment Options calculate Segment Credits based on the S&P 500® Price Return Index (S&P 500® Index), the Russell 2000® Price Return Index (Russell 2000® Index), the MSCI EAFE Price Return Index (MSCI EAFE Index), the Nasdaq-100® Price Return Index (Nasdaq-100® Index), the Shiller Barclays CAPE® US Mid-Month Sector TR Net Index (Shiller Barclays CAPE® Index), or a weighted ~~combination~~average return of the ~~return~~S&P on500®, ~~the~~Russell ~~three~~2000®, and MSCI EAFE indices (the Performance Blend Segment Option) that is available in a Buffer Segment Option with a 6-year Segment Term Period. Additionally, the Contract offers a Fixed Segment ~~Options~~Option that ~~determine~~determines Segment Credits at a guaranteed interest rate. Segment Credits for Index-Linked Segment Options may be positive or negative, while Segment Credits for the Fixed Segment Option will always be positive.

All Index-Linked Segment Options ~~offer~~are ~~different~~Buffer ~~levels of protection. Floor~~ Segment Options ~~include a Floor, which establishes the maximum amount of negative Index Change that may be applied to determine Segment Credits for the Segment Option~~. Buffer Segment Options include a Buffer Rate, which establishes the maximum amount of negative index performance on a Segment End Date that we will absorb before applying negative Segment Credits to the Segment Option. AIndex-Linked ~~negative~~ Segment ~~Credit~~Options will ~~apply~~have ~~for~~a ~~any~~Cap ~~negative~~Rate ~~Index~~and ~~Change~~a orParticipation ~~Aggregate Index Change in excess of the Buffer~~ Rate. ~~Index-Linked~~A ~~Segment Options will also have a~~ Cap Rate, ~~which~~ establishes the maximum positive Index performance that may be applied to ~~the~~a specified time period for that Segment Option,. ~~and~~A a Participation Rate ~~that~~ is multiplied by positive Index performance after the application of the Cap to determine the amount of Segment Credits applied to the Segment Option. ~~The Performance Blend Segment Option will also include Index Allocation Percentages to determine the Aggregate Index Change.~~

Segment Credits applied to ~~the~~ Index-Linked Segment Options on the Segment End Date will fluctuate in value based on the performance of the Reference Index, and you may lose money, including your principal and previously credited Segment Credits. Depending on the performance of the Reference Index and the Segment Option you select, such losses may be significant. ~~Segment~~With ~~Credits~~a ~~will~~20% ~~reflect~~Buffer ~~only~~Rate, the ~~difference~~maximum innegative ~~the~~Segment ~~value~~Credit ofthat ~~the~~may ~~Reference~~be ~~Index~~applied on ~~the~~a Segment ~~Start~~End Date ~~and~~is ~~the~~-80%. ~~Segment~~With ~~End~~a ~~Date,~~10% ~~which~~Buffer ~~will~~Rate, ~~vary~~the ~~from~~maximum ~~and~~negative ~~can~~Segment beCredit ~~significantly~~that ~~lower~~may ~~than~~be ~~the~~applied ~~difference~~ on ~~intermediate~~a ~~dates~~Segment ~~during~~End ~~the~~Date ~~Segment~~is ~~Term Period~~-90%. In addition, the ongoing daily deduction of Segment Fees at an annual rate of 0.95% from Index-Linked Segment ~~Option~~Options will reduce Segment Value.

The risk of loss becomes greater if you take a Withdrawal or surrender the Contract. Withdrawal transactions include partial Withdrawals, Required Minimum Distributions, payment of the Death Benefit, and the application of the Interim Value to a Settlement Option. The Interest Adjustment, which applies to all Withdrawals and surrenders during the first six Contract Years, will be negative and reduce proceeds payable on Withdrawal or surrender if interest rates have risen since your Contract Date. The Equity Adjustment, which applies to Withdrawals and surrenders from Index-Linked Segment Options before the Segment End Date, may be negative even when the value of the Reference Index has increased or has declined less than the Buffer Rate for a Buffer Segment Option. ~~Similarly,~~This ~~the~~Contract ~~Equity~~is ~~Adjustment~~not ~~may~~intended ~~reduce~~for ~~the~~someone ~~Segment~~who ~~Interim~~is ~~Value~~seeking complete protection from downside risk or someone who plans to take Withdrawals in excess of athe ~~Floor~~annual ~~Segment~~Free ~~Option~~Withdrawal byamount ~~more~~or ~~than~~surrender the ~~applicable~~Contract ~~Floor~~during ~~Rate~~the first six Contract Years. During the first six Contract Years, the Withdrawal Charge will further reduce proceeds payable on a Withdrawal greater than the Free Withdrawal amount or on a surrender of the Contract. Even if Segment Credits are positive, the deduction of fees and charges, including Segment Fee amounts, Withdrawal Charges, and any applicable Equity Adjustments or Interest Adjustments, may reduce your Cash Surrender Value below your Purchase Payment and previously credited Segment Credits, or below the protection provided by the Buffer Rate. Such losses of principal and previously credited Segment Credits may be significant and may exceed the maximum negative Segment Credit associated with the applicable Buffer Rate. Withdrawals or surrenders may be subject to income tax and to an additional 10% federal tax penalty if made before the Owner is age 59 1/2 . Withdrawals will also reduce the amount of any potential positive Segment Credits due to the reduction in Contract Value associated with a Withdrawal.

The Company is not an investment advisor and does not provide any investment advice to you with respect to the Contract. Athene Securities LLC (Athene Securities) is the distributing underwriter for the Contract and does not provide any investment advice to you with respect to the Contract. Prospective purchasers may apply to purchase a Contract through broker-dealers or other financial institutions that have entered into a selling agreement with Athene Securities.

The Contract is a complex insurance and investment vehicle. Before you invest, you should speak with your Financial Professional about the Contract’s features, benefits, risks, and fees and whether the Contract is appropriate for you based on your financial situation and objectives.

The prospectus describes all material rights and obligations under the Contract, including material state variations. You should study this prospectus and retain it along with a copy of the Contract for future reference.

All guarantees under the Contract are obligations of the Company and are subject to its creditworthiness and financial strength.

For additional information on risks associated with owning the Contract see Section 4 “Contract Risk Factors” on page 1315.

Table of Contents

Neither the Securities and Exchange Commission (SEC) nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus is not an offer to sell those securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

This Contract is not a bank deposit and is not insured by the FDIC or NCUSIF.

This Contract is a security. It involves investment risk and may lose value.

The date of this prospectus is April 29, 2022

Table of Contents

		Table of Contents
1.	Glossary		1
2.	At a Glance Product Summary		67
	General Product Description and Purpose		67
	Purchase Payment		67
	Issue Ages		67
	Segment Options		78
	Setting Your Segment Start and End Date		9
	Performance Lock		11
	Accessing Your Contract Value		10
	Setting Your Segment Start Date, Segment End Date. and Observation Dates		11
	Interim Value Calculation		10
	Accessing Your Contract Value		12
	Death Benefit		10
	Interim Value Calculation		12
	Settlement Options Description		11
	Death Benefit		12
	Right to Cancel		11
	Settlement Options Description		13
3.	Contract Fees and Charges		11
	Right to Cancel		13
	Segment Fees		11
3.	Contract Fees and Charges		13
	Withdrawal Charges		12
	Segment Fees		13
	Premium Tax		13
	Withdrawal Charges		14
4.	Contract Risk Factors		13
	Premium Tax		15
	Risk of Loss		13
4.	Contract Risk Factors		16
	Liquidity Risk		14
	Risk of Loss		16
	Changes to Cap Rates, Participation Rates, Buffer Rates, Floor Rates, and Annual Interest Rates		14
	Liquidity Risk		17
	Risks Associated with Indices		15
	Changes to Cap Rates, Participation Rates, Buffer Rates, and Annual Interest Rates		17
	S&P 500® Price Return Index		15
	Risks Associated with Performance Lock		17
	Russell 2000® Price Return Index		15
	Risks Associated with Indices		18
	MSCI EAFE Price Return Index		15
	Discontinuation or Substitution of an Index		15
	Elimination of Segment Options After the Withdrawal Charge Period		16
	Our Financial Strength and Claims-Paying Ability		16
	Regulatory Protection		16
	No Ownership of Underlying Securities		16
	The Separate Account		16
	Cybersecurity and Business Continuity Risk		17
	Uncertainty Regarding Availability of the London Inter-Bank Offered Rate ("LIBOR")		17
5.	About the Indices		18
	S&P 500® Price Return Index		18
	Russell 2000® Price Return Index		1918
	MSCI EAFE Price Return Index		19
	The Performance Blend Segment Option		20
	Nasdaq-100® Price Return Index		19
	Discontinuation or Substitution of an Index		20
	Shiller Barclays CAPE® US Mid-Month Sector TR Net Index		19
6.	Ownership, Annuitants, Determining Life and Beneficiaries		22
	Discontinuation or Substitution of an Index		19
	Owner, Joint Owner		22
	Elimination of Segment Options After the Withdrawal Charge Period		20
	Annuitant, Joint Annuitants		22
	Our Financial Strength and Claims-Paying Ability		20
	Death Benefit		22
	Regulatory Protection		20
	Beneficiary		23
	No Ownership of Underlying Securities		20
	Change of Annuitant		24
	The Separate Account		21
	Change of Beneficiary		24
	Cybersecurity and Business Continuity Risk		21
	Misstatement of Age or Gender		24
5.	About the Indices		22
7.	Purchasing the Contract		24
	S&P 500® Price Return Index		22
	Purchase Payment		25
	Russell 2000® Price Return Index		22
	Allocation of Purchase Payment		26
	MSCI EAFE Price Return Index		22
	Right to Cancel		26
	Nasdaq-100® Price Return Index		22
8.	The Segment Options		26
	Shiller Barclays CAPE® US Mid-Month Sector TR Net Index		22
	Fundamentals of a Buffer Segment Option		27
	The Performance Blend Segment Option		23
	Discontinuation or Substitution of an Index		23
6.	Ownership, Annuitants, Determining Life and Beneficiaries		25
	Owner, Joint Owner		25
	Annuitant, Joint Annuitants		25
	Death Benefit		25
	Beneficiary		26
	Change of Annuitant		27
	Change of Beneficiary		27
	Misstatement of Age or Gender		27
7.	Purchasing the Contract		27

Table of Contents

	Fundamentals of a Floor Segment Option	30
	Purchase Payment	28
	Fundamentals of a Fixed Segment Option	32
	Allocation of Purchase Payment	29
	Cap Rates	32
	Right to Cancel	29
	Participation Rate	33
8.	The Segment Options	30
	Annual Interest Rate	33
	Fundamentals of the Point to Point Crediting Method	30
	Segment Term Period	34
	Fundamentals of the Milestone Lock Crediting Method	33
	Setting the Cap Rates, Participation Rates, Segment Fee, and Annual Interest Rates	34
	Fundamentals of the Fixed Crediting Method	37
	Initial Segment Term Period Bailout Provision	35
	Cap Rate	38
9.	Transfer on Segment End Dates	35
	Participation Rate	38
	Transfers Between Segment Options by Request	35
	Annual Interest Rate	39
10.	Contract Values	36
	Segment Term Period	40
	Contract Value	36
	Setting the Cap Rates, Participation Rates, Segment Fee, and Annual Interest Rates	40
	Segment Value	36
	Performance Lock	40
	Segment Interim Value	36
	Initial Segment Term Period Bailout Provision	42
	Interest Adjustment	37
9.	Transfer on Segment End Dates	42
	Equity Adjustment	38
	Transfers Between Segment Options by Request	42
	Access to your Contract Value	40
10.	Contract Values	43
	Free Withdrawals	42
	Contract Value	43
	Required Minimum Distribution	43
	Segment Value	43
	Confinement Waiver	43
	Segment Interim Value	43
	Terminal Illness Waiver	45
	Interest Adjustment	44
	The Separate Account	45
	Equity Adjustment	45
	The General Account	46
	Access to your Contract Value	48
11.	Statements	46
	Free Withdrawals	49
12.	Annuity Phase	46
	Required Minimum Distribution	50
	Election of Option	46
	Confinement Waiver	50
	Settlement Options	47
	Terminal Illness Waiver	52
	Death of Owner on or after the Annuity Date	48
	The Separate Account	52
13.	State Specific Contract Considerations	48
	The General Account	53
14.	Tax Information	49
11.	Statements	53
	Tax Status of the Contracts	49
12.	Annuity Phase	53
	Taxation of Non-Qualified Contracts	49
	Election of Option	53
	Taxation of Qualified Contracts	51
	Settlement Options	54
	Federal Estate, Gift and Generation-Skipping Transfer Taxes	52
	Death of Owner on or after the Annuity Date	55
	Medicare Tax	52
13.	State Specific Contract Considerations	55
	Definition of Spouse under Federal Law	52
14.	Tax Information	55
	Annuity Purchases by Nonresident Aliens and Foreign Corporations	52
	Tax Status of the Contracts	56
	1035 Exchanges	53
	Taxation of Non-Qualified Contracts	56
	Possible Tax Law Changes	53
	Taxation of Qualified Contracts	57
15.	Other Information	53
	Federal Estate, Gift and Generation-Skipping Transfer Taxes	58
	Assignment	53
	Medicare Tax	59
	Distribution	53
	Definition of Spouse under Federal Law	59
	Amendments to the Contract	54
	Annuity Purchases by Nonresident Aliens and Foreign Corporations	59
	Misstatements	55
	1035 Exchanges	59
	Owner Questions	55
	Possible Tax Law Changes	59
	State Regulation	55
15.	Other Information	60
	Evidence of Death, Age, Gender, or Survival	55
	Assignment	60
	Independent Auditors	55
	Distribution	60
	Legal Matters	55
	Amendments to the Contract	61
16.	Information about the Company	55
	Misstatements	61
	Reliance on Rule 12h-7	55
	Owner Questions	61
	Information on the Company’s Business and Property	55
	State Regulation	61
	Legal Proceedings	77
	Evidence of Death, Age, Gender, or Survival	62

Table of Contents

	Directors and Executive Officers	78
	Independent Auditors	62
	Executive Compensation	82
	Legal Matters	62
	Securities Ownership of Certain Beneficial Owners and Management	98
16.	Information about the Company	63
	Transactions with Related Persons, Promoters and Certain Control Persons	98
	Reliance on Rule 12h-7	63
	Company Related Risk Factors	111
	Corporate Governance	123
	Selected Financial Data	124
	Note Regarding Forward Looking Statements	124
	Management’s Discussion and Analysis	127
	Quantitative and Qualitative Disclosures about Market Risk	151
	Financial Statements	154
	Appendix A - Segment Interim Value Examples	A-1
	Appendix B - State Variation Chart	B-1
	Appendix B - Performance Lock Examples	B-1
	Appendix C - Financial Statements	C-1
	Appendix C - State Variation Chart	C-1
	Appendix D - Index Disclosures	D-1

iii

Table of Contents

1. Glossary

Accumulation Phase: The period of time between the Contract Date and the Annuity Date, unless the Contract is terminated.

Administrative Office: Mail Processing Center, P.O. Box 1555, Des Moines, IA 50306-1555; (888) 266-8489.

Aggregate Index Change: Used in the calculation of the Segment Credit on the Performance Blend Segment Option. This Segment Option uses three indices in its calculation. On the Segment End Date, we calculate the Index Change for each of these indices. The Aggregate Index Change is the sum of the Index Change for the best performing index multiplied by Index Allocation Percentage 1 (50%) plus the Index Change for the second best performing index multiplied by Index Allocation Percentage 2 (30%) plus the Index Change for the third best performing index multiplied by Index Allocation Percentage 3 (20%).

Annuitant, Joint Annuitant: The Annuitant is the natural person named on the Contract ~~schedule~~Schedule whose life determines the Annuity Payments made under your Contract. We will allow you to name two natural persons on the application as Joint Annuitants. ~~If there is a Joint Annuitant, the Joint Annuitant must be the Annuitant’s spouse.~~

Annuity Date: The Contract Anniversary on or first following the later of the Annuitant’s attaining age 95, or the 10th Contract Anniversary. In the case of Joint Annuitants, the Annuity Date will be set based on the age of the older Joint Annuitant. You may select an earlier Annuity Date, which may be any time after the Contract Date, by Notice provided to us. The revised Annuity Date must be at least 10 days after our receipt of your Notice.

Annual Interest Rate: The annual rate used to calculate Segment Credits on the Fixed Segment Option.

Annuity Payments: Payments paid to you or your designated payee in accordance with the terms and conditions of the Settlement Option elected by the Owner. The payments are made by us and commence on the Annuity Date.

Annuity Phase: The phase of the Contract when Annuity Payments are being made.

Bailout Rate: The threshold rate(s) set for each Segment Option for use in the initial Segment Term Period bailout provision, provided at the time of application and printed in your Contract ~~schedule~~Schedule. ~~Each~~The Fixed Segment Option will have a Bailout Annual Interest Rate. Each Index-Linked Segment Option will have a Bailout Cap Rate and a Bailout Participation Rate. If the Annual Interest Rate, Cap Rate, or Participation Rate set at the first Segment Start Date is less than the corresponding Bailout Rate for a Segment Option to which you have allocated funds, you may cancel your Contract during the first sixty (60) days after your Contract Date and receive your Purchase Payment less any Withdrawals.

Beneficiary: The person(s) or entity(ies) named by the Owner to receive the Death Benefit.

Buffer Rate ~~(“Buffer”)~~: The amount of negative Index Change or Milestone Index Change that we will absorb when calculating Segment Credits for a Buffer Segment Option. A negative Segment Credit will apply for any negative Index Change or Aggregate Index Change in excess of the Buffer Rate. For Milestone Lock Segment Options, a negative Milestone Credit Percentage will be used in the calculation of the Segment Credit if the final Milestone Index Change is negative in excess of the Buffer Rate.

Buffer Segment Option: An Index-Linked Segment Option that includes a Buffer Rate.

Business Day: Any day of the week except for Saturday, Sunday, and U.S. Federal holidays where U.S. stock exchanges are closed. Our Business Day ends at 4:00 p.m. Eastern Time.

Table of Contents

~~Cap~~Business ~~Rate~~Day: ~~The~~Any ~~maximum~~day ~~positive~~of ~~Index Change that will be used in~~ the ~~calculation~~week ofexcept ~~Segment~~for ~~Credits~~Saturday, ~~that~~Sunday, ~~may~~and beU.S. ~~applied~~Federal toholidays awhere ~~Segment~~U.S. ~~Option~~stock onexchanges ~~the~~are ~~Segment End Date~~closed. ~~There~~Our isBusiness ~~one~~Day ~~Cap~~ends ~~Rate~~at ~~per~~4:00 ~~Segment~~p.m. ~~Term~~Eastern ~~Period, which applies to the entire Segment Term Period~~Time.

~~Cash~~Cap ~~Surrender Value~~Rate: The ~~Interim~~maximum ~~Value~~positive ~~adjusted~~Index ~~for~~Change ~~any~~or ~~applicable~~Milestone ~~Withdrawal~~Index ~~Charge.~~Change ~~You~~that ~~may~~will ~~surrender~~be ~~your~~used ~~Contract~~in bythe ~~making~~calculation aof ~~request~~Segment toCredits ~~our~~that ~~Administrative~~may ~~Office~~be atapplied ~~any~~to ~~time~~a ~~before~~Segment Option on the ~~Annuity~~Segment End Date. ~~and~~There ~~before~~is one Cap Rate per Segment Term Period, which applies to the ~~Death~~entire ~~Benefit~~Segment ~~becomes~~Term ~~payable~~Period.

Cash Surrender Value: The Interim Value adjusted for any applicable Withdrawal Charge. You may surrender your Contract by making a written request to our Administrative Office at any time before the Annuity Date and before the Death Benefit becomes payable.

Company (“we”, “us”, “our”, “ours”): Athene Annuity and Life Company.

Confinement Waiver of Withdrawal Charges: The waiver of Withdrawal Charges on a Withdrawal from your Contract upon meeting certain qualification requirements.

Contract: The Single Purchase Payment Index-Linked Deferred Annuity Contract described by this prospectus.

Contract Anniversary: Any twelve-month anniversary of the Contract Date. For example, if the Contract Date is January 1019, ~~2018~~2021, then the first Contract Anniversary is January 1019, ~~2019~~2022.

Contract Date: The date your Contract is issued, as shown on the Contract ~~schedule~~Schedule.

Contract Value: The Contract Value at any time is equal to the sum of the Segment Values.

Contract Year: The twelve-month period that begins on the Contract Date and each Contract Anniversary. For example, if the Contract Date is January 1719, ~~2018~~2021, then the first Contract Year is the twelve-month period between January 1719, ~~2018~~2021 and January 1618, ~~2019~~2022.

Crediting Method: Used to determine the calculation of the Segment Credits. Crediting Methods include the Point-to-Point Crediting Method, Milestone Lock Crediting Method, and Fixed Crediting Method. Each Crediting Method has distinct methodology to calculate Segment Credits.

Death Benefit: During the Withdrawal Charge Period, the Death Benefit will be equal to the greater of the Interim Value or the Purchase Payment less net proceeds from prior Withdrawals. After the Withdrawal Charge Period, the Death Benefit will be equal to the Interim Value. The Death Benefit will be calculated as of the date of death. If the Owner is changed or an additional Owner is added during the Withdrawal Charge Period, the Death Benefit will equal the Interim Value.

Equity Adjustment: A positive or negative adjustment to Segment Value that is applied to any Withdrawal from an Index-Linked Segment Option on a day other than a Segment End Date. The Equity Adjustment is equal to zero on the Segment End Date. The Equity Adjustment does not apply to athe Fixed Segment Option.

Financial Professional: A registered representative of a broker-dealer that has a selling agreement with our principal underwriter, Athene Securities.

Fixed ~~Segment~~Crediting ~~Option~~Method: AThe ~~Segment~~Crediting ~~Option~~Method ~~that~~in ~~calculates~~which Segment Credits are determined daily based on athe declared Annual Interest Rate. ~~A Fixed Segment Option does not include a Reference Index.~~

~~Free~~Fixed ~~Withdrawal~~Segment Option: AThe ~~Withdrawal~~Segment ~~amount~~Option that calculates Segment Credits daily based on ~~which~~the noFixed ~~Withdrawal~~Crediting ~~Charge~~Method. ~~applies~~The Fixed Segment Option does not include a Reference Index.

Floor Rate (“Floor”): The maximum negative Index Change that may be applied in the calculation of Segment Credits to a Floor Segment Option on the Segment End Date.

Floor Segment Option: An Index-Linked Segment Option that includes a Floor Rate.

Table of Contents

Free Withdrawal: A Withdrawal amount on which no Withdrawal Charge applies. An Interest Adjustment and Equity Adjustment will still apply.

Good Order: A request, including an application, is in Good Order if it contains all the information we require to process the request. Good Order also includes delivering information on the correct form, with any required certifications, guarantees, and/or signatures to our Administrative Office.

Holding Account: An account that holds the Purchase Payment until it is allocated to the Segment Options according to the Segment Allocation Percentages you select. Interest is credited daily to the Holding Account at the Holding Account Fixed Interest Rate.

Holding Account Fixed Interest Rate: The annual rate used to calculate interest credited on amounts held in the Holding Account.

Index Allocation Percentage: The percentage used to calculate the portion of Index Change from each index that will be used in the Aggregate Index Change for our Performance Blend Segment Option.

Index Change: The percentage change in the Index Price of the Reference Index for the selected Segment Option, as measured from the Segment Start Date to the Segment End Date.

Index-Linked Segment Option: Any Segment Option that is not the Fixed Segment Option. An Index-Linked Segment Option includes a Reference Index.

Index Price: The Index Price for any date, including any Segment Start Date, Segment End Date, Observation Date, Annuity Date or date of death is the closing price of the Reference Index on that date. The closing price of the Reference Index is the price determined and published by the provider of the Reference Index at the end of each Business Day. Any change in price after the closing price has been published will not be reflected.

Interim Value: The Interim Value at any time is equal to the sum of the Segment Interim Values.

Interest Adjustment: A positive or negative adjustment to Segment Value that is applied to any Withdrawal during the first six years of the Contract, including Withdrawals taken on a Segment End Date. The Interest Adjustment approximates the change in value of debt instruments supporting the Contract, which we sell to fund the Withdrawal. The Interest Adjustment does not apply to any Withdrawal taken after the first six Contract Years.

IRA Account: The traditional Roth or other Individual Retirement Account established for the Owner and the Owner’s beneficiaries, through which a Contract may be purchased.

Milestone Credit Percentage: Used in the calculation of the Segment Credit and the Segment Interim Value on Milestone Lock Segment Options. If the Milestone Index Change is greater than or equal to the Milestone Threshold at the current Observation Date, or if the Segment End Date is reached, a Milestone Credit Percentage is determined based on the performance of the Reference Index and the applicable Cap Rate, Participation Rate, and Buffer Rate. The final Milestone Credit Percentage will be determined on the Segment End Date, and may be negative.

Milestone Date: Used to determine the beginning Index Price when determining the Milestone Index Change. The initial Milestone Date is the Segment Start Date. If the Milestone Index Change is greater than or equal to the Milestone Threshold at an Observation Date, a subsequent Milestone Date will be established as of that Observation Date.

Table of Contents

Milestone Index Change: Used in the calculation of the Segment Credit on Milestone Lock Segment Options. It is the percentage change in the Index Price of the Reference Index for the selected Segment Option, as measured from the most recent Milestone Date to the current Observation Date.

Milestone Lock Crediting Method: A Crediting Method in which the Segment Credit is determined based on the performance of the Reference Index and the applicable Cap Rate, Participation Rate, Milestone Threshold, and Buffer Rate. The Reference Index performance is determined by observing the Index Price on selected Observation Dates.

Milestone Lock Segment Option: A sub-type of the Buffer Segment Option that calculates Segment Credits based on the Milestone Lock Crediting Method.

Milestone Threshold: The minimum Milestone Index Change needed in order to determine a Milestone Credit Percentage on the Milestone Lock Crediting Method. The Milestone Threshold will not change once your Contract is issued.

Non-Qualified Contract: A Contract that is not qualified for special tax treatment under sections of the Internal Revenue Code.

Notice, Notify, Notifying: Requests and information that you sign and that we receive and accept at our Administrative Office in any form offered by and acceptable to us.

Observation Date: A measuring point for calculating Segment Credits for Milestone Lock Segment Options. The first Observation Date occurs one year after the initial Milestone Date. Subsequent Observation Dates occur one year after the preceding Observation Date. The final Observation Date will occur on the Segment End Date.

Owner (“you”, “your”): The Contract Owner named in the application, or their successor or assignee if you provide Notice and the Company has acknowledged the assignment. If no Owner is named on the application, the Annuitant will be the Owner. If Joint Owners are named, all references to Owner shall mean the Joint Owners. The Joint Owner must be the Owner’s spouse.

3 Participation Rate: A percentage that is multiplied by any positive Index Change or Milestone Index Change, after the application of the Cap Rate, in the calculation of the Segment Credit. This percentage will not be less than 100%. There is one Participation Rate per Segment Term Period, which applies to the entire Segment Term Period.

Performance Blend Segment Option: A sub-type of the Buffer Segment Option that calculates Segment Credits based on the Point-to-Point Crediting Method. This Segment Option calculates an Aggregate Index Change using three underlying indices, rather than an Index Change based on a single underlying index.

Performance Lock: A feature that allows you to capture the Performance Lock Value during the Segment Term Period of an Index-Linked Segment Option to which funds are currently allocated. Only one Performance Lock may be exercised per Segment Term Period for each Index-Linked Segment Option. A Performance Lock may not be applied retroactively and can only be exercised for the entire Segment Value. When a Performance Lock is exercised, the locked Index-Linked Segment Option will not receive a Segment Credit on the Segment End Date. Instead, the Performance Lock Value for that Segment Option will be transferred on the Performance Lock Date to the one-year Fixed Segment Option, where it will accrue interest daily for the remainder of the one-year Fixed Segment Term Period.

Performance Lock Date: The Performance Lock Date is the Business Day on which a Performance Lock request is received in Good Order by us.

Table of Contents

~~Participation~~Performance ~~Rate~~Lock Value: AThe ~~percentage~~Performance ~~that~~Lock isValue ~~multiplied~~for byan Index-Linked Segment Option on any ~~positive~~Business ~~Index~~Day ~~Change,~~during ~~after~~a ~~the~~Segment ~~application~~Term ofPeriod other than the ~~Cap~~Segment ~~Rate,~~Start toDate ~~calculate~~and Segment End Date is equal to the Segment ~~Credit~~Value plus the Equity Adjustment. ~~This~~Both ~~percentage~~the ~~will~~Segment ~~not~~Value and the Equity Adjustment used will be ~~less~~based ~~than~~on ~~100%~~values as of the end of that Business Day after all other transactions have been recorded. ~~There~~The Performance Lock Value is ~~one~~only ~~Participation~~used ~~Rate~~in ~~per~~determining ~~Segment~~a ~~Term~~Performance ~~Period,~~Lock ~~which~~and ~~applies~~cannot tobe used in other transactions. There is no Performance Lock Value for the ~~entire~~Fixed Segment ~~Term Period~~Option.

~~Performance~~Point-to-Point ~~Blend~~Crediting ~~Segment Option~~Method: A ~~sub-type~~Crediting ofMethod ~~the~~in ~~Buffer~~which the Segment ~~Option~~Credit ~~that~~is ~~calculates~~determined anbased ~~Aggregate~~on the performance of the Reference Index ~~Change~~and ~~using~~the ~~three~~applicable ~~underlying~~Cap ~~indices~~Rate, ~~rather~~Participation ~~than~~Rate, anand Buffer Rate. The Reference Index ~~Change~~performance ~~based~~is determined by observing the Index Price only on athe ~~single~~Segment ~~underlying~~Start ~~index~~Date and Segment End Date.

Premium Tax: The amount of tax, if any, charged by the state or municipality in which your Contract is issued.

Purchase Payment: The amount you pay to us under your Contract, as shown on the Contract ~~schedule~~Schedule. The Purchase Payment is due on the Contract Date. We may limit the amount of Purchase Payment that we will accept for your Contract.

Qualified Contract: A Contract that qualifies for special tax benefits under the Internal Revenue Code, such as a Section 408(b) Individual Retirement Annuity.

Qualified Care Facility: A facility licensed and operated as a Convalescent Care Facility, Hospice Facility or Hospital.

Reference Index: The index or indices used in the calculation of the Segment Credit for a Segment Option.

Right to Cancel Period: The period of time you may examine your Contract after you receive it. The Right to Cancel Period may vary according to state law.

Securities Act: The Securities Act of 1933, as amended.

Segment Credit: The amount we credit to each Segment Option according to the terms of the Segment Option and Crediting Method. Segment Credits are credited to the Fixed Segment ~~Options~~Option daily based on the Annual Interest Rate. Segment Credits on the Fixed Segment ~~Options~~Option cannot be negative. Segment Credits are credited to Index-Linked Segment Options on the Segment End Date based on the performance of the Reference Index subject to the applicable Cap Rate, Participation Rate, ~~and~~Milestone ~~Floor~~Threshold, ~~Rate~~and or Buffer Rate. Segment Credits on Index-Linked Segment Options may be negative amounts, which will reduce the Segment Value.

Segment End Date: The last day of a Segment Term Period. The Segment Credit for Index-Linked Segment Options is calculated and applied to the Segment Value on the Segment End Date. The next Segment Start Date coincides with the Segment End Date.

Segment Fee: An annualized rate that is assessed daily as a percentage of the Segment Fee Base on Index-Linked Segment Options. The Segment Fee amount for that Segment Option is then deducted daily from that Segment Option’s Segment Value during the Accumulation Phase. The Segment Fee will never reduce the Segment Value below zero. The Segment Fee does not apply to the Fixed Segment ~~Options~~Option.

Segment Fee Base: The initial Segment Fee Base for each Segment Option during each Segment Term Period is the Segment Value on the Segment Start Date. The Segment Fee Base on any other day in the Segment Term Period is the Segment Value on the Segment Start Date less any Withdrawals deducted from the Segment Option through the prior Business Day. We use the Segment Fee Base to determine the Segment Fee amount we will deduct from that Segment Option’s Segment Value.

Table of Contents

Segment Options: Segment Options include ~~Floor Segment Options,~~ Buffer Segment Options and the Fixed Segment ~~Options~~Option available under your Contract. Each Segment Option will have a Segment Term Period. Each ~~Floor or~~ Buffer Segment Option ~~(Index-Linked Segment Options)~~ will also have a Reference Index, a Cap Rate, a Participation Rate, a ~~Floor Rate or~~ Buffer Rate, ~~as applicable,~~ and will be subject to a Segment Fee. The Performance Blend Segment Option will also have Index Allocation Percentages. Milestone Lock Segment Options will also have a Milestone Threshold and Observation Dates. The Segment Options available on the first Segment Start Date following your Contract Date will be shown on the Contract ~~schedule~~Schedule.

Segment Interim Value: The Segment Value adjusted for any applicable Equity Adjustment and Interest Adjustment.

Segment Start Date: The first date of a Segment Term Period.

Segment Term Period: The Segment Term Period for each Segment Option will be shown on the Contract ~~schedule~~Schedule. The Segment Term Period ends on the Segment End Date. Upon expiration of each Segment Term Period, a new Segment Term Period will begin. Please see the section “Setting Your Segment Start ~~and~~Date, Segment End Date, and Observation Dates” for further details.

Segment Value: On the initial Segment Start Date, the Segment Value is equal to the portion of the Purchase Payment plus any Holding Account interest allocated to the Segment Option. On any other day, the Segment Value is equal to the Segment Value on the Segment Start Date decreased by any Segment Fee amounts applied to that Segment Option since the Segment Start Date, increased by Segment Credits applied to the Segment Option, increased by amounts transferred from another Segment Option, decreased by amounts transferred into another Segment Option, and decreased by Withdrawals from the Segment Option. Segment Credits are applied daily to the Fixed Segment Option and are applied to Index-Linked Segment Options only on the Segment End Date. ~~Transfers~~Except for a transfer to the Fixed Segment Option due to the exercise of a Performance Lock, transfers between Segment Options will occur only on a Segment End Date.

Separate Account: The segregated account, established by the Company under Iowa Law in which we hold reserves for our ~~guarantees~~obligations 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 Account will not be chargeable with liabilities arising out of any other business we may conduct. As ~~owner~~Owner of the Contract, you do not participate in the performance of assets held in the Separate Account and do not have any direct claim on them. The Separate Account is not registered under the Investment Company Act of 1940.

Settlement Option: An option available under the Contract for receiving Annuity Payments, which we guarantee as to the dollar amount.

Spouses: Individuals who are recognized as legally married under Federal law.

Terminal Illness Waiver of Withdrawal Charges: The waiver of Withdrawal Charges on a Withdrawal from your Contract upon meeting certain qualification requirements.

Underlying IRA Holder: The natural person who is treated under the Internal Revenue Code as having a beneficial interest in the assets of a custodial or trusteed IRA Account.

Withdrawal : Unless otherwise specified, it is a Withdrawal of any type taken under your Contract, including a partial Withdrawal, a Required Minimum Distribution, a surrender of your Contract, payment of a Death Benefit or the application of Interim Value to a Settlement Option. Withdrawal refers to the amount of Contract Value withdrawn for such benefits prior to the application of Withdrawal Charges, Interest Adjustments, and Equity Adjustments. We do not treat the deduction of the Segment Fee amount as a Withdrawal.

Table of Contents

Withdrawal Charge: The charge we assess when you surrender the Contract or make a partial withdrawal during the first six Contract Years. The Withdrawal Charge is assessed on the Contract Value on any amounts withdrawn. The Withdrawal Charge does not apply to the Free Withdrawal amount.

Withdrawal Charge Period: The Contract years during which you pay a Withdrawal Charge on amounts withdrawn. The Withdrawal Charge Period ends when the Withdrawal Charge Rate declines to 0% in the Withdrawal Charge Rate schedule set forth in your Contract schedule.6

Table of Contents

Withdrawal Charge Rate: The percentage used to calculate the Withdrawal Charge.

2. At a Glance Product Summary

General Product Description and Purpose

Athene® ® Amplify 2.0 is a Single Purchase Payment Index-Linked Deferred Annuity Contract that may help you accumulate retirement savings. The Contract is intended for long term investment purposes and is designed for people who are looking for a level of protection for their principal while providing potentially higher returns than are available on traditional fixed annuities. This Contract is not intended for someone who is seeking complete protection from downside risk or someone who plans to take Withdrawals in excess of the annual Free Withdrawal amount or surrender the Contract during the first six Contract Years. This prospectus applies to applications signed before June 5, 2023.

The Contract can be owned in the following ways:

a.•Sole Owner who is an individual or trust with a natural person as grantor.

b.•Sole Owner who is an individual and his or her spouse as the Joint Owner or trust with a natural person and his or her spouse as grantors (available for Non-Qualified Contract only).

The Contract has an Accumulation Phase and an Annuity Phase. During the Accumulation Phase, you may allocate your Contract Value to available Segment Options that offer different levels of protection against investment loss. The Annuity Phase begins when you apply the Interim Value to a Settlement Option. Please see the “Annuity Phase” section for more details on the Annuity Phase. The following is a brief description of the key features related to the Contract. See the Glossary in the preceding pages for more detailed explanations of the terms in this section.

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

Premium Taxes may be applicable in certain states. Premium Tax applicability and rates vary by state and may change. We reserve the right to deduct such tax from the Purchase Payment when received or from the Contract Value of your Contract upon any Withdrawal from your Contract or upon the surrender of your Contract, the election of a Settlement Option, or the payment of a Death Benefit.

The Contract may not be available through all selling broker-dealers. Some selling broker-dealers may not offer and/or limit the offering of certain features or options as well as limit the availability of Contracts, based on issue age or other criteria established by the selling broker-dealer.

Purchase Payment

a.•Minimum Purchase Payment: $10,000 (amounts less than this threshold may be accepted at the sole discretion of the Company)

b.•Maximum Purchase Payment: $1,000,000 (amounts exceeding this threshold may be accepted at the sole discretion of the Company)

Issue Ages

a.•Minimum Issue Age: 0

b.•Maximum Issue Age: 84

c.•These issue age limitations apply to Owners (if natural persons) and Annuitants

Table of Contents

Segment Options

The Contract offers Floor Segment Options, Buffer Segment Options and Fixed Segment Options, which provide different levels of protection against investment losses. Each Segment Option will have a Segment Term Period. In addition, each Index-Linked Segment Option will have a Reference Index, a Cap Rate, a Participation Rate, and a Floor Rate or Buffer Rate. The Performance Blend Segment Option will also have Index Allocation Percentages. In addition, Index-Linked Segment Options will be subject to an annual fee rate, called the Segment Fee, equal to 0.95%. Segment Fees are set at issue and are guaranteed not to change for the life of the Contract. Each Fixed Segment Option will have an Annual Interest Rate. Segment Credits for Fixed Segment Options may not be negative. Segment Credits applied to the Index-Linked Segment Options on Segment End Dates may be negative if the value of the Reference Index declines.

a.Floor Segment Options -

The Floor Rate establishes the maximum amount of negative Index Change that will be used in the determination of the Segment Credit for a Floor Segment Option on a Segment End Date. For a Segment Option with a 10% Floor Rate, this means that any negative Segment Credit will not be more than 10% in a Segment Term Period. Over multiple Floor Segment Term Periods, cumulative negative Segment Credits may exceed the Floor Rate established by the Segment Option because a negative Segment Credit up to the amount of the Floor Rate may be applied on each Segment End Date.

b.Buffer Segment Options -

The Buffer Rate establishes the amount of loss attributable to negative index performance that we will absorb before we apply a negative Segment Credit to the Buffer Segment Option on a Segment End Date. A negative Segment Credit will apply for any negative Index Change or Aggregate Index Change in excess of the Buffer Rate. For example, if a Segment Option has a 10% Buffer Rate and the Index Change or Aggregate Index Change is -15%, the excess decline of 5% (-15% minus -10%) will be used to determine the Segment Credit. Theoretically, for a Segment Option with a 10% Buffer Rate, the negative Index Change or Aggregate Index Change that is used to calculate the Segment Credit may be as high as 90%, which could lead to a substantial loss of principal and previously credited Segment Credits. Consequently, selecting a Segment Option with a Buffer, rather than a Floor, will result in a larger negative Segment Credit during periods of steep declines in the stock market.

c.Fixed Segment Options -

A Fixed Segment Option credits interest daily at a declared Annual Interest Rate. The daily rate is calculated as [(1+Annual Interest Rate) ^ (1/365)-1].

Table of Contents

~~The following~~ Segment Options ~~are currently available:~~

Segment Option	Index	SegmentTermPeriod	ProtectionLevel (Buffer or Floor Rate)
Buffer Segment Options:
1	S&P 500®	1-year	10%
2	Russell 2000®	1-year	10%
3	MSCI EAFE	1-year	10%
4	S&P 500®	2-year	10%
5	Russell 2000®	2-year	10%
6	MSCI EAFE	2-year	10%
7	S&P 500®	6-year	20%
8	Performance Blend (S&P 500®, Russell 2000®, MSCI EAFE)	6-year	10%
Floor Segment Options:
9	S&P 500®	1-year	10%
10	Russell 2000®	1-year	10%
11	MSCI EAFE	1-year	10%
12	S&P 500®	2-year	10%
13	Russell 2000®	2-year	10%
14	MSCI EAFE	2-year	10%
Fixed Segment Options:
15	N/A	1-year	N/A

The Contract offers Buffer Segment Options and the Fixed Segment Option, which provide different levels of protection against investment losses. Each Segment Option will have a Segment Term Period. In addition, each Index-Linked Segment Option will have a Reference Index, a Cap Rate, a Participation Rate, and a Buffer Rate. The Performance Blend Segment Option will also have Index Allocation Percentages. Milestone Lock Segment Options will also have a Milestone Threshold and Observation Dates. In addition, Index-Linked Segment Options will be subject to an annual fee rate, called the Segment Fee, equal to 0.95%. Segment Fees are set at issue and are guaranteed not to change for the life of the Contract. The Fixed Segment Option will have an Annual Interest Rate. Segment Credits for the Fixed Segment Option may not be negative. Segment Credits applied to Index-Linked Segment Options on Segment End Dates may be negative if the value of the Reference Index declines.

In•Buffer ~~the~~Segment ~~table~~Options ~~above, “N/A” denotes Not Applicable.~~-

~~You~~The ~~may~~Buffer ~~elect~~Rate aestablishes ~~Segment Option with a six-year Segment Term Period only during~~ the ~~first~~amount ~~Contract~~of ~~Year.~~loss ~~The~~attributable ~~Performance~~to ~~Blend~~negative ~~Segment~~index ~~Option~~performance isthat ~~available~~we ~~only~~will asabsorb abefore ~~Buffer~~we ~~Segment~~apply ~~Option with~~ a ~~six-year~~negative Segment ~~Term~~Credit ~~Period. After the first six Contract Years, you will be limited~~ to ~~One-Year~~Buffer Segment Options ~~upon~~on ~~renewal.~~a ~~Six-Year~~ Segment ~~Options~~End ~~are not available for renewal~~Date. ~~Two-Year Segment Options are not available for renewal after the first six Contract Years.~~

~~•Declaration~~A Segment Option using the Point-to-Point Crediting Method captures performance of ~~Rates~~the Reference Index from the Segment Start Date to the Segment End Date (subject to the applicable Cap Rate and Participation Rate). The value of the Reference Index at intermediate points during the Segment Term Period are not reflected in the determination of Segment Credits. The Cap Rate and Participation Rate are established at the beginning of the Segment Term Period and do not change for the length of the Segment Term Period. A Segment Option using the Point-to-Point Crediting Method calculates Segment Credits based on the percentage change in the value of the Reference Index as measured from the Segment Start Date to the Segment End Date. A negative Segment Credit will apply for any negative Index Change or Aggregate Index Change in excess of the Buffer Rate. Please see the "Fundamentals of the Point-to-Point Crediting Method" section for examples demonstrating the mechanics of the Point-to-Point Crediting Method.

~~Each~~Milestone ~~Index-Linked~~Lock Segment ~~Option~~Options ~~will~~(only ~~have~~available with a ~~Cap~~six-year ~~Rate~~Segment ~~and~~Term ~~Participation~~Period) ~~Rate.~~combine ~~The~~elements ~~Cap~~of ~~Rate is~~ the ~~maximum~~six-year ~~positive~~and ~~Index~~one-year ~~Change~~Buffer weSegment ~~will~~Options ~~use~~using ~~to calculate~~ the ~~Segment~~Point-to-Point ~~Credit~~Crediting ~~on a Segment End Date~~Method. IfThey ~~the~~guarantee ~~Index~~a ~~Change~~Cap isRate ~~positive,~~and weParticipation ~~will~~Rate ~~multiply~~for the ~~lesser~~full ofsix-year ~~the~~Segment ~~Index~~Term ~~Change~~Period ~~and~~while ~~the~~also ~~Cap~~allowing ~~Rate by~~ the ~~Participation~~buffer ~~Rate.~~protection ~~Each~~to ~~Fixed~~reset ~~Segment~~at ~~Option~~intermediate ~~will~~points ~~have~~during ~~an Annual Interest Rate. For~~ the ~~initial~~ Segment Term Period, weif ~~will determine~~ the ~~Cap~~index ~~Rate,~~performance ~~Participation~~exceeds ~~Rate,~~a ~~and~~predefined ~~Annual~~threshold ~~Interest~~percentage. ~~Rate~~Milestone ~~for~~Lock ~~each~~ Segment ~~Option~~Options onprovide the ~~Segment~~potential ~~Start~~to ~~Date.~~capture ~~You~~gains ~~will~~(subject ~~not~~to ~~know~~ the applicable ~~rates~~Cap atRate ~~the~~and ~~time~~Participation ~~you~~Rate) ~~purchase~~and ~~your~~reset ~~Contract.~~the ~~But~~buffer ifprotection when the ~~declared~~Reference ~~Cap~~Index ~~Rate,~~performance ~~Participation~~exceeds ~~Rate~~a orpre-defined ~~Annual~~threshold ~~Interest~~(the ~~Rate~~Milestone ~~for~~Threshold) aat ~~Segment~~particular ~~Option~~intermediate topoints ~~which~~(Observation ~~you~~Dates) ~~have~~during ~~allocated~~the ~~Contract~~Segment ~~Value~~Term isPeriod. ~~lower~~The ~~than~~Cap ~~the~~Rate, ~~Bailout~~Participation Rate, ~~specified~~Milestone ~~in your Contract schedule~~Threshold, ~~you~~and ~~may~~Observation ~~cancel~~Dates ~~your~~are ~~Contract~~established ~~during~~at the ~~first~~beginning ~~sixty~~of ~~(60)~~the ~~days~~Segment ~~after~~Term ~~your~~Period ~~Contract Date~~ and ~~receive~~do ~~your~~not ~~Purchase~~change ~~Payment~~for ~~less~~the ~~any~~length ~~Withdrawals.~~of ~~See~~ the ~~section “Initial~~ Segment Term Period, ~~Bailout~~which ~~Provision”~~in ~~for~~the ~~additional~~case ~~information.~~of ~~After~~Milestone ~~the~~Lock ~~initial~~ Segment ~~Term~~Options ~~Period~~is ~~has~~one ~~ended,~~six-year weperiod ~~will~~available ~~notify~~only ~~you~~at of the ~~Cap~~start ~~Rate,~~of ~~Participation~~the ~~Rate,~~Contract. ~~and~~The ~~Annual~~Milestone ~~Interest~~Threshold ~~Rate~~is ~~for~~the ~~each~~minimum ~~available~~Milestone ~~Segment~~Index ~~Option~~Change atrequired ~~least~~to ~~fifteen~~capture ~~calendar~~a ~~days~~Milestone ~~prior~~Credit toPercentage ~~the~~on ~~new~~an ~~Segment~~Observation ~~Start~~ Date. The interval between Observation Dates is one year.

Milestone Lock Segment Options calculate Segment Credits based on any Milestone Credit Percentages that have been determined during the Segment Term Period. A Milestone Credit Percentage will be calculated on the Segment End Date and each time the Milestone Index Change is greater than or equal to the Milestone Threshold during the Segment Term Period.

The Segment Credit for Milestone Lock Segment Options may be negative even if the Segment Option captures positive index performance through Milestone Credit Percentages on one or more Observation Dates as a result of index performance having exceeded the Milestone Threshold on those dates.

Table of Contents

~~Cap~~At ~~Rate, Participation Rate, and Annual Interest Rate may be higher, lower, or~~ the ~~same~~end asof the ~~Cap~~six-year ~~Rate, Participation Rate, and Annual Interest Rate offered during the previous~~ Segment Term Period ~~and may be significantly lower than the Bailout Rate provided for the first Segment Term Period~~, ~~but will not be less than~~ the ~~Minimum Cap Rate, the Minimum Participation Rate, or the Minimum Annual Interest Rate shown for each~~ Segment ~~Option~~Credit inpercentage ~~the~~is ~~Contract~~calculated ~~schedule.~~as follows:

•Add one to each Milestone Credit Percentage; then

•Multiply each of these sums together; then

•Subtract one from the result.

If Reference Index performance does not exceed the Milestone Threshold on any Observation Date, the Milestone Lock Crediting Method will operate the same as the Point-to-Point Crediting Method. The Segment Credit will not be any lower than a Segment Credit for a six-year Buffer Segment Option using the Point-to-Point Crediting Method with equivalent Buffer Rate, Cap Rate, and Participation Rate. Please see the “Fundamentals of the Milestone Lock Crediting Method” section for examples demonstrating the mechanics of the Milestone Lock Crediting Method.

Theoretically, for a Segment Option with a 10% Buffer Rate, the negative Segment Credit percentage may be as low as -90%, which could lead to a substantial loss of principal and previously credited Segment Credits. The ongoing deduction of Segment Fees and any applicable Withdrawal Charges, Interest Adjustments, and Equity Adjustments could also result in a loss of principal greater than 90%.

•Fixed Segment Option -

The Fixed Segment Option credits interest daily at a declared Annual Interest Rate. The daily rate is calculated as [(1+Annual Interest Rate) ^ (1/365)-1].

The following table shows the Index-Linked Segment Options that are currently available. In addition to the Index-Linked Segment Options, there is a Fixed Segment Option with a 1-year Segment Term Period currently available.


Segment Options		Buffer Rates Available
Crediting Method	Indices	1-year Segment Term Period	2-year Segment Term Period	6-year Segment Term Period
Point-to-Point	S&P 500®	10%, 20%	10%, 20%	10%, 20%
	Shiller Barclays CAPE®	10%	10%	10%
	Nasdaq-100®	10%	10%	10%
	Russell 2000®	10%	10%	10%
	MSCI EAFE	10%	10%	10%
	Performance Blend (S&P 500®, Russell 2000®, MSCI EAFE)1	Not Available	Not Available	10%
Milestone Lock	S&P 500®	Not Available	Not Available	10%

1 Index performance is based on a weighted average return of the S&P 500®, Russell 2000®, and MSCI EAFE indices. See the "About the Indices" section of this prospectus for further details.

The Buffer Rates offered on available Index-Linked Segment Options are stated in your Contract Schedule and will not change after the Issue Date. Available Buffer Segment Options will always include a Buffer Rate between 5% and 30%.

Table of Contents

You may elect a Segment Option with a six-year Segment Term Period only during the first Contract Year. The Performance Blend Segment Option and Milestone Lock Segment Option are available only with a six-year Segment Term Period. After the first six Contract Years, you will be limited to One-Year Segment Options upon renewal. Six-Year Segment Options are not available for renewal. Two-Year Segment Options are not available for renewal after the first six Contract Years.

•Declaration of Rates -

Each Index-Linked Segment Option will have a Cap Rate and Participation Rate. The Cap Rate is the maximum positive Index Change or Milestone Index Change we will use to calculate the Segment Credit on a Segment End Date. If the Index Change or Milestone Index Change is positive, we will multiply the lesser of the Index Change and the Cap Rate by the Participation Rate. The Fixed Segment Option will have an Annual Interest Rate. For the initial Segment Term Period, we will determine the Cap Rate, Participation Rate, and Annual Interest Rate for each Segment Option on the Segment Start Date. You will not know the applicable rates at the time you purchase your Contract. But if the declared Cap Rate, Participation Rate or Annual Interest Rate for a Segment Option to which you have allocated Contract Value is lower than the Bailout Rate specified in your Contract Schedule, you may cancel your Contract during the first sixty (60) days after your Contract Date and receive your Purchase Payment less any Withdrawals. See the section “Initial Segment Term Period Bailout Provision” for additional information. After the initial Segment Term Period has ended, we will notify you of the Cap Rate, Participation Rate, and Annual Interest Rate for each available Segment Option at least fifteen calendar days prior to the new Segment Start Date. The Cap Rate, Participation Rate, and Annual Interest Rate may be higher, lower, or the same as the Cap Rate, Participation Rate, and Annual Interest Rate offered during the previous Segment Term Period and may be significantly lower than the Bailout Rate provided for the first Segment Term Period, but will not be less than the minimum Cap Rate, the minimum Participation Rate, or the minimum Annual Interest Rate shown for each Segment Option in the Contract Schedule and in section 8 of this prospectus.

•Transfers -

On each Segment End Date, you will have the option of transferring all or part of your Segment Value among the available Segment Options. We will send you a letter at least fifteen calendar days prior to the Segment End Date advising you that your Segment Option is expiring and stating the new Cap Rate, Participation Rate, and Annual Interest Rate, as applicable, that will be available for the next Segment Term Period. You will have the choice of continuing in the Segment Option with the new Cap Rate, Participation Rate, and Annual Interest Rate or transferring your Segment Value to another Segment Option with the same Segment Start Date. See the section “Transfers Between Segment Options by Request” for additional information. If a Performance Lock was not exercised and you do not inform us that you want to move all or part of your Segment Value to another Segment Option at least two Business Days prior to the next Segment Start Date, you will stay in the current Segment Option, subject to the new Cap Rate, Participation Rate, and Annual Interest Rate, as applicable. If you do not wish to allocate your Segment Value to any available Segment Option, you may surrender the Contract for the Cash Surrender Value on any date. Such surrender would be subject to any applicable Withdrawal Charge, Interest Adjustment, and Equity Adjustment.

•Initial Segment Term Period Bailout Provision -

For the initial Segment Term Period, if the declared Cap Rate, Participation Rate, or Annual Interest Rate for a Segment Option to which you have allocated Contract Value is less than the Bailout Rate we specified in your Contract ~~schedule~~Schedule for the Segment Option, you may cancel the Contract during the first 60 days after your Contract Date and receive your Purchase Payment less any Withdrawals. No Withdrawal Charge, Interest Adjustment, or Equity Adjustment will apply, and Segment Fees will not be deducted, if you exercise this provision.

~~Setting Your Segment Start and End Date~~10

Table of Contents

Performance Lock

The Performance Lock feature allows you to capture the Performance Lock Value during the Segment Term Period of an Index-Linked Segment Option to which funds are currently allocated. You may exercise a Performance Lock at any time during the Segment Term Period up to two Business Days prior to the end of the given Segment Term Period. Only one Performance Lock may be exercised per Segment Term Period for each Index-Linked Segment Option. However, you may exercise a Performance Lock at different times for each Index-Linked Segment Option so long as you do so up to two Business Days prior to the end of the Segment Term Period for that Segment Option. A Performance Lock may not be applied retroactively and can only be exercised for the entire Segment Value.

We will use the Performance Lock Value calculated at the end of the Business Day we receive your request in Good Order. Once a Performance Lock is exercised, the locked Index-Linked Segment Option will not receive a Segment Credit on the Segment End Date. Instead, the Performance Lock Value for that Segment Option will be transferred on the Performance Lock Date to the one-year Fixed Segment Option, where it will accrue interest daily for the remainder of the one-year Fixed Segment Term Period. This means that the Segment Term Period for any Index-Linked Segment Option for which you exercise a Performance Lock will conclude at the end of the current one-year Fixed Segment Term Period, even if the original Segment End Date was later. At the end of the current one-year Fixed Segment Term Period, the Fixed Segment Value will automatically be re-allocated proportionately to each Index-Linked Segment Option for which a Performance Lock was exercised, unless you instruct otherwise. Please see the “Performance Lock” section for additional information.

We will not provide advice or notify you regarding whether you should exercise a Performance Lock or the optimal time for doing so. We will also not warn you if you exercise a Performance Lock at a sub-optimal time. We are not responsible for any losses related to your decision whether or not to exercise a Performance Lock.

Setting Your Segment Start Date, Segment End Date, and Observation Dates

There are two dates each month when a new Segment Term Period may start. Your initial Segment Term Period will start on the 8th or 22nd day of the month, at which time your Purchase Payment plus any Holding Account interest will be allocated to the Segment Option(s) you have selected. Contracts which have been issued through the end of the Business Day prior to a scheduled Segment Start Date will participate in that Segment Start Date. Contracts which have been issued on or after a scheduled Segment Start Date will participate in the following Segment Start Date.

If the intended date for the initial Segment Start Date is not a Business Day, the Index Price from the prior Business Day will be used. If the date for the Segment End Date is not a Business Day, the Index Price from the prior Business Day will be used. For Milestone Lock Segment Options, if the date for an Observation Date is not a Business Day, the Index Price from the prior Business Day will be used. The Segment End Date for maturing Segments will coincide with the next Segment Start Date. Below are some examples showing the effect holidays and weekends have on selecting the Index Prices for the Segment Start Date, Observation Dates, and Segment End Date ~~Index Prices~~.

911

Table of Contents

If Segment End Date isscheduled on a holiday:	Segment End Date IndexPrice will be from:	Next Segment Start DateIndex Price will be from:
Wednesday the 8th	Tuesday, the 7th	Tuesday, the 7th
Wednesday, the 8th	Tuesday, the 7th	Tuesday, the 7th
If Segment End Date isscheduled on a weekend:	Segment End Date IndexPrice will be from:	Next Segment Start DateIndex Price will be from:
Saturday the 22nd	Friday, the 21st	Friday, the 21st
Saturday, the 22nd	Friday, the 21st	Friday, the 21st
If initial Segment Start Dateis scheduled on a holiday:	Initial Segment Start Date Index Price will be from:
Friday the 22nd	Thursday, the 21st
Friday, the 22nd	Thursday, the 21st
If initial Segment Start Dateis scheduled on a weekend:	Initial Segment Start Date Index Price will be from:
Sunday, the 8th	Friday, the 6th
If an Observation Dateis scheduled on a holiday:	The Observation Date Index Price will be from:
Thursday, the 8th	Wednesday, the 7th
If an Observation Dateis scheduled on a weekend:	The Observation Date Index Price will be from:
Sunday, the 22nd	Friday, the 20th

Accessing Your Contract Value

During the Accumulation Phase before any Death Benefit becomes payable, you may access your Contract Value by surrendering the Contract or taking a partial Withdrawal. Proceeds payable on a partial Withdrawal or surrender may be reduced by any applicable Interest Adjustment, Equity Adjustment or Withdrawal Charge. If you surrender your Contract or if you take a partial Withdrawal in excess of the Free Withdrawal amount during the first six Contract Years, a maximum Withdrawal Charge of 8% will apply. Your Contract Value will be reduced by the amount of the Withdrawal and this reduction will reduce the potential positive Segment Credits you may receive. You may request a partial Withdrawal or surrender up to 60 days in advance of the day that the partial Withdrawal or surrender will occur. Withdrawals or surrenders may be subject to income tax and to an additional 10% federal tax penalty if made before the Owner is age 591/2.

Interim Value Calculation

Any Withdrawal, including any Free Withdrawal amount, will also be subject to an Interim Value calculation comprised of two components: an Interest Adjustment and an Equity Adjustment, each of which may increase or decrease your Withdrawal proceeds. An Interest Adjustment will apply if you take a Withdrawal at any time during the first six Contract Years, including Withdrawals taken on a Segment End Date. An Equity Adjustment will apply if you take a Withdrawal from an Index-Linked Segment Option on any date other than a Segment End Date. See the “Contract Values” section for additional information about how Interim Values are calculated. Even if Segment Credits are positive, the deduction of fees and charges, including Segment Fee amounts, Withdrawal Charges, and any applicable Equity Adjustments or Interest Adjustments, may reduce your Cash Surrender Value below your Purchase Payment and previously credited Segment Credits, or below the protection provided by the Buffer Rate.

Death Benefit

If an Owner dies before the Annuity Phase of the Contract, we will pay the Death Benefit. During the Withdrawal Charge Period, the Death Benefit is equal to the greater of:

1.The Purchase Payment less net proceeds from prior Withdrawals; or

2.The Interim Value on the date of death.

Table of Contents

Withdrawal Charges will not be applied in determining the Death Benefit payable to your Beneficiary. After the Withdrawal Charge Period, the Death Benefit will be equal to the Interim Value on the date of death. Net proceeds from prior Withdrawals are equal to the Contract Value withdrawn after the application of Withdrawal Charges, Interest Adjustments, and Equity Adjustments. Withdrawals do not include any Segment Fee amounts.

If the Owner is changed or a new Owner is added during the Withdrawal Charge Period, the Death Benefit will be equal to the Interim Value on the date of death.

See the “Death Benefit” section for more information.

Table of Contents

Settlement Options Description

The Annuity Phase commences when you or your designated payee begin receiving Annuity Payments under the Contract on the Annuity Date, according to the Settlement Option you select. You may select Annuity Payments based on the life of the Annuitant or Joint Annuitant, on the life subject to period certain or any other option acceptable to the Company. See the "Annuity Phase" section for information on available Settlement Options. The Annuity Phase ends when we make the last payment under your selected Settlement Option.

Right to Cancel

After you receive your Contract, you may examine it for 20 days (the "Right to Cancel Period"), or longer if required by state law (in some states, up to 30 days, or longer for replacement annuity Contracts), during which time you may cancel your Contract for any reason by Notifying us at our Administrative Office. Please see Appendix BC to examine any applicable variations in your state.

If you exercise your right to cancel, the Contract will terminate and we will refund your Purchase Payment less any Withdrawals, unless applicable state or federal law requires otherwise. No Withdrawal Charge, Interest Adjustment, or Equity Adjustment will apply, and Segment Fees will not be deducted, if you exercise your right to cancel your Contract during this period.

3. Contract Fees and Charges

You will pay the following fees and ~~expenses~~charges when purchasing, owning, and taking a Withdrawal from the Contract. The deduction of fees and charges, and any applicable Equity Adjustments or Interest Adjustments may reduce the Cash Surrender Value below your Purchase Payment and previously credited Segment Credits, or below the protection provided by the Buffer Rate. An Interest Adjustment will apply if you take a Withdrawal at any time during the first six Contract Years, including on a Segment End Date. An Equity Adjustment will apply if you take a Withdrawal from an Index-Linked Segment Option on any date other than a Segment End Date. Any resulting losses of principal and previously credited Segment Credits may be significant and may exceed the maximum negative Segment Credit associated with the applicable Buffer Rate.

Segment Fees

Indexed-Linked Segment Options include a Segment Fee equal to 0.95%. We deduct a Segment Fee amount daily from each Index-Linked Segment Option, starting on the Segment Start Date. The Segment Fee for a Segment Option is an annualized rate that is calculated on a daily basis as a percentage of that Segment Option’s Segment Fee Base.

On the Segment Start Date, the Segment Fee Base for a Segment Option is equal to the Segment Value of that Segment Option. For any other day during the Segment Term Period, the Segment Fee Base is equal to A-B, where:

A. is the Segment Value on the Segment Start Date; and

B. is any Withdrawals deducted from the Segment Option from the Segment Start Date through the prior

Business Day;

The Segment Fee amount deducted on any day is equal to the annualized Segment Fee rate divided by the number of calendar days in the current year of the Segment Term Period and multiplied by the Segment Fee Base on that day. For example, if you have elected a 2-Year Segment Option with a Segment Start date of February 8, 2019, the annualized rate will be divided by 365 during the first year of the Segment Term Period (from February 8, 2019 to February 8, 2020) and will be divided by 366 during the second year of the Segment Term Period (From February 8, 2020 to February 8, 2021) due to the leap year.13

We begin calculating the daily Segment Fee amount on the Segment Start Date. Changes to the Segment Fee Base change the Segment Fee amount. For example, if you make a Withdrawal from a Segment Option, the Segment Fee Base and resulting Segment Fee amount for that Segment Option will decrease. We do not treat the deduction of the Segment Fee from a Segment Option as a Withdrawal in the determination of the Segment Fee Base or in the determination of the Death Benefit.

Table of Contents

~~transfer~~ The orSegment ~~allocate~~Fee ~~funds~~amount deducted on any day is equal to the annualized Segment ~~Option~~Fee ~~for~~rate adivided ~~future~~by the number of calendar days in the current year of the Segment Term Period and multiplied by the Segment Fee Base on that day. For example, if you have elected a 2-Year Segment ~~Fees~~Option with a Segment Start date of February 8, 2021, the annualized rate will ~~begin~~be ~~being~~divided ~~deducted~~by ~~based~~365 onduring the ~~Segment~~first ~~Value~~and onsecond year of the ~~new~~Segment Term Period (from February 8, 2021 to February 8, 2022 and from February 8, 2022 to February 8, 2023). The Segment ~~Start~~Fee ~~Date~~rate will be divided by 366 during any years of the Segment Term Period that are leap years.

The deduction of the Segment Fee will never reduce Segment Value below zero. If the Segment Value is reduced to zero due to a Withdrawal, Transfer, or Segment Fee, we will cease the deduction of the Segment Fee from that Segment Option and no Segment Fees will accrue while the Segment Value is zero. If you chose to transfer or allocate funds to the Segment Option for a future Segment Term Period, Segment Fees will begin being deducted based on the Segment Value on the new Segment Start Date.

The Segment Fee amount is deducted daily before any other activity is processed on the Segment Value, including the calculation of Segment Credits. If you take a Withdrawal from a Segment Option, we deduct the Segment Fee amount for that Segment Option before processing the Withdrawal. On the Annuity Date, we deduct the Segment Fee amounts for all Segment Options before determining the Interim Value that will be used to calculate the Annuity Payments. Upon the death of any Owner (or, if the Owner is a non-natural person, any Annuitant), we deduct the Segment Fee amounts for all Segment Options before calculating the Death Benefit.

The Segment Fee compensates us for all of your Contract’s benefits and certain expenses and risks associated with the Contract, including the risk that current charges are less than future ~~contract~~Contract administration costs. If the Segment Fee is less than these costs and risks, we will bear the loss. If the Segment Fee covers these benefits and risks, any excess amount is profit to us. We anticipate making a profit from this fee.

Withdrawal Charges

If, during the first six Contract Years, you surrender your Contract or make a partial Withdrawal from your Contract in excess of the Free Withdrawal amount, we will assess a Withdrawal Charge. The Withdrawal Charge offsets promotion and distribution expenses and investment risks born by the Company.

The amount of the Withdrawal Charge depends on the length of time you have owned your Contract and the amount you withdraw. The Contract provides a Free Withdrawal privilege that allows you to withdraw 10% of your Contract Value as of the previous Contract Anniversary annually without incurring a Withdrawal Charge.


Contract Year	1	2	3	4	5	6	7+
Withdrawal Charge Rate	8%	8%	7%	6%	5%	4%	0%

Withdrawal Charges may vary by state, please see Appendix BC.

For purposes of calculating the Withdrawal Charge, we treat the Contract Year in which we receive your Purchase Payment as “Contract Year 1”.

Table of Contents

We will deduct the Withdrawal Charge as a percentage of the Contract Value being withdrawn, excluding the Free Withdrawal amount, as applicable. The Withdrawal Charge will be calculated as the Contract Value associated with the Withdrawal multiplied by the applicable Withdrawal Charge Rate. Any applicable Interest Adjustment and Equity Adjustment will apply and may increase or decrease the amount paid to the Owner upon Withdrawal or surrender.

On surrender, you will receive the Interim Value reduced by any applicable Withdrawal Charges. Free Withdrawal amounts do not apply to surrenders. If you surrender your Contract, a Withdrawal Charge will be applied to any Free Withdrawal amounts previously taken in the same Contract Year.

We will not assess the Withdrawal Charge on:

•Free Withdrawal amounts;

•Death Benefit proceeds;

•Partial Withdrawals taken as Required Minimum Distributions under the Internal Revenue Code (see the “Required Minimum Distribution” section below);

•Withdrawals taken after the sixth Contract Year;

Table of Contents

•A qualifying Withdrawal under the Confinement Waiver (see the “Confinement Waiver” section below);

•A qualifying Withdrawal under the Terminal Illness Waiver (see the “Terminal Illness Waiver” section below);

•The application of the Interim Value to a Settlement Option;

•Payments during the Annuity Phase; or

•Withdrawals taken under the initial Segment Term Period bailout provision (See the “Initial Segment Term Period Bailout Provision” section below).

During the Accumulation Phase, you are entitled to a Free Withdrawal amount each year. We also reserve the right to waive the Withdrawal Charge in certain circumstances. For information on Free Withdrawal amounts and Withdrawal Charge waivers, see the “Contract Values” section. Any Free Withdrawal amount not used in a Contract Year may not be carried forward to a future Contract Year.

Withdrawals or surrenders may be subject to income tax and to an additional 10% federal tax penalty if made before the Owner is age 591/2.

Premium Tax

Premium Tax………………………………………..3.5%

(as a percentage of the Purchase Payment)

We may be required to pay state Premium Taxes, currently ranging from 0% to 3.5%, in connection with a Purchase Payment or values under the Contract. Depending upon applicable state law, we may deduct charges for the Premium Taxes we incur with respect to your Purchase ~~Payments~~Payment, from amounts withdrawn or from the amount applied under a Settlement Option. In some states, charges for both direct Premium Taxes and retaliatory Premium Taxes may be imposed at the same or different times with respect to the same Purchase Payment, depending on applicable state law. Premium Tax is not currently deducted, but we reserve the right to do so in the future. The maximum charge we may deduct if we exercise the right in accordance with state law is currently 3.5%.

Table of Contents

4. Contract Risk Factors

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

Risk of Loss

Amounts allocated to ~~the~~ Index-Linked Segment Options will fluctuate in value based on the performance of the Reference Index. You may lose money, including your principal and previously credited Segment Credits. Such losses may be substantial, depending on the performance of the Reference Index and the Index-Linked Segment Options to which you allocate your Purchase Payment. Due to negative index performance, Segment Credits on Index-Linked Segment Options may be negative after application of the Buffer Rate ~~or negative down to the amount of the Floor Rate~~, and you bear the portion of the loss that exceeds the Buffer Rate ~~or a loss up to the amount of the Floor Rate, as applicable~~. The deduction of the Segment Fee will also reduce your Segment Value.

~~Risk~~Potential offor Significant Loss ~~May be Greater~~ on a Buffer Segment ~~Option~~Options

If there is a steep decline in the Reference Index, the risk of loss due to negative Segment Credits iscould ~~substantially~~be ~~higher~~significant on a Buffer Segment Option ~~than a Floor Segment Option where the Buffer Rate and the Floor Rate are identical~~. ~~For example~~Theoretically, iffor ~~two~~a ~~otherwise identical~~ Segment ~~Options~~Option ~~have~~with a ~~Buffer Rate of~~ 10% ~~and~~Buffer ~~a Floor~~ Rate ~~of 10%~~, ~~respectively, and~~ the ~~Reference~~negative ~~Index~~Segment ~~declines~~Credit bypercentage ~~30%~~may ~~during~~be ~~the~~as ~~Segment~~low ~~Term~~as ~~Period~~-90%, ~~the~~which ~~Segment~~could ~~Credit~~lead ~~for~~to ~~the Buffer Segment Option will use~~ a asubstantial ~~rate~~loss of ~~-20%~~principal ~~(the~~and ~~excess~~previously ofcredited ~~the~~Segment ~~30%~~Credits. The ~~decline~~ongoing ~~over~~deduction ~~the~~of ~~10%~~Segment ~~Buffer~~Fees ~~Rate),~~which ~~while~~reduce ~~the rate used for the Floor~~ Segment ~~Option~~Value ~~will~~and beany ~~limited~~applicable toWithdrawal ~~-10%~~Charges, ~~(the~~Interest ~~actual decline~~Adjustments, upand toEquity ~~the~~Adjustments ~~10%~~could ~~Floor~~also ~~Rate).~~result ~~The~~in ~~risk~~a of loss onof ~~the~~principal ~~Performance~~greater ~~Blend~~than ~~Segment~~90%. ~~Option~~Please ~~may~~see ~~differ from Buffer Segment Options based on a single Reference Index because~~ the ~~Segment~~“Fundamentals ~~Credit~~of ~~applied on~~ the ~~Performance~~Point-to-Point ~~Blend~~Crediting ~~Segment~~Method” ~~Option~~and is"Fundamentals ~~based~~of on the ~~ranked~~Milestone ~~and~~Lock ~~weighted~~Crediting ~~performance~~Method" ofsections ~~three~~for ~~indices,~~further ~~which may have different returns~~details.

13The risk of loss on the Performance Blend Segment Option may differ from other Buffer Segment Options using the Point-to-Point Crediting Method based on a single Reference Index because the Segment Credit applied on the Performance Blend Segment Option is based on the ranked and weighted performance of three indices, which may have different returns.

~~Table~~Index ofPerformance ~~Contents~~Used to Calculate Segment Credits is Based Only on the Segment Start Date, Segment End Date, and Milestone Dates

The Index Change or Aggregate Index Change used in the determination of Segment ~~Credit~~Credits ~~Does~~for ~~Not~~Index-Linked ~~Reflect~~Segment Options using the Point-to-Point Crediting Method reflects only the difference in the value of the Reference Index ~~Performance~~on the Segment Start Date and the Segment End Date. Therefore, the Segment Credit will be different than and could be significantly lower than the performance of the Reference Index at ~~Intermediate~~intermediate ~~Points~~points ~~During~~during or through most of the Segment Term Period.

The ~~Index~~Milestone ~~Change or Aggregate~~ Index Change used in the determination of Segment Credits for ~~the~~Milestone ~~Index-Linked~~Lock Segment Options reflects only the difference in the value of the Reference Index on ~~the~~dates ~~Segment~~used ~~Start~~to ~~Date~~determine ~~and~~ the ~~Segment~~Milestone ~~End~~Credit ~~Date~~Percentages. Therefore, the Segment Credit will be different than and could be significantly lower than the performance of the Reference Index at intermediate points ~~during~~between ordates ~~through~~used ~~most~~to ofdetermine the Milestone Credit Percentages. Even if positive Milestone Credit Percentages are determined during the Segment Term Period, a final negative Milestone Credit Percentage on the Segment End Date could lead to an overall negative Segment Credit.

Withdrawal Increases Risk of Loss

The risk of loss becomes greater if you take a Withdrawal or surrender the Contract. The Interest Adjustment, which applies to all Withdrawals and surrenders during the first six Contract Years, will be negative if interest rates have risen since your Contract Date. The Equity Adjustment, which applies to Withdrawals and surrenders from Index-Linked Segment Options before the Segment End Date, may be negative even when the value of the Reference Index has increased or has declined less than the Buffer Rate for a Buffer Segment Option. ~~Similarly, the Equity Adjustment may reduce the Segment Interim Value of a Floor Segment Option by more than the applicable Floor Rate.~~ During the first six Contract Years, the Withdrawal Charge will further reduce proceeds payable on a Withdrawal greater than the Free Withdrawal amount or on a surrender of the Contract.

Table of Contents

Liquidity Risk

We designed the Contract to be a long-term investment, which you can use to help build and provide income for retirement. As such, it is not suitable as a short-term investment vehicle. You may withdraw up to 10% of your Contract Value annually without incurring a Withdrawal Charge; however, this amount may still be subject to an Interest Adjustment and Equity Adjustment. An Interest Adjustment will apply if you take a Withdrawal at any time during the first six Contract Years, including on a Segment End Date. An Equity Adjustment will apply if you take a Withdrawal from an Index-Linked Segment Option on any date other than a Segment End Date.

Segment Credits for Index-Linked Segment Options are credited to the Segment Value on the Segment End Date. The method we use to calculate Interim Value on Withdrawals taken from an Index-Linked Segment Option on any day other than a Segment End Date may result in an amount that is less than the amount you would receive if you waited until the Segment End Date to withdraw funds. Even if the performance of the Reference Index has been positive during the Segment Term Period, or losses are within the Buffer Rate for a Buffer Segment Option, the Interim Value adjustment may be negative until the Segment End Date. ~~Similarly, if the Index Change is less than the Floor Rate for the Floor Segment Options, the Interim Value adjustment may be below the Floor Rate prior to the Segment End Date.~~

Changes to Cap Rates, Participation Rates, Buffer Rates, ~~Floor~~Milestone ~~Rates~~Thresholds, and Annual Interest Rates

The Buffer ~~and~~Rate, ~~Floor~~Milestone ~~Rates~~Threshold, ~~offered~~ and the Segment Fee ~~imposed~~ on available Index-Linked Segment Options are stated in your Contract ~~schedule~~Schedule and will not change after the Issue Date. Cap Rates, Participation Rates, and Annual Interest Rates may vary from one Segment Term Period to another. The Cap Rate may limit your participation in any increases in the underlying Reference Index associated with a Segment Option and could cause your returns to be lower than if you had invested in a mutual fund or exchange-traded fund designed to track the performance of the applicable Reference Index.

We declare a Cap Rate for each new Segment Term Period for Index-Linked Segment Options. The Cap Rate for a new Segment Term Period may be higher, lower, or equal to the Cap Rate for the current Segment Term Period. If it is lower, it will reduce the amount of positive Segment Credit you may receive. You risk the possibility that the Cap Rate declared for a new Segment Term Period will be lower than you would find acceptable.

We declare a Participation Rate for each new Segment Term Period for Index-Linked Segment Options. The Participation Rate for a new Segment Term Period may be higher, lower, or equal to the Participation Rate for the current Segment Term Period. If it is lower, it will reduce the amount of positive Segment Credit you may receive. You risk the possibility that the Participation Rate declared for a new Segment Term Period will be lower than you would find acceptable.

14 We declare an Annual Interest Rate for each new Segment Term Period for the Fixed Segment Option. The Annual Interest Rate for a new Segment Term Period may be higher, lower, or equal to the Annual Interest Rate for the current Segment Term Period. If it is lower, it will reduce the amount of Segment Credit you will receive. You risk the possibility that the Annual Interest Rate declared for a new Segment Term Period will be lower than you would find acceptable.

Risks Associated with Performance Lock

If a Performance Lock is exercised:

•You will no longer participate in the performance of the Reference Index, whether positive or negative, for the remainder of the Segment Term Period for the locked Index-Linked Segment Option.

•You will not receive a Segment Credit for the locked Index-Linked Segment Option at the end of its current Segment Term Period. Instead, the Performance Lock Value for that Segment Option will be transferred on the Performance Lock Date to the one-year Fixed Segment Option and earn daily interest for the remainder of the current one-year Fixed Segment Term Period. The Annual Interest Rate for the Fixed Segment Option may be as low as 0.15%.

•It is irrevocable for the remainder of the Segment Term Period.

Table of Contents

•We will lock-in the next calculated Performance Lock Value after we receive your request in Good Order. ~~You~~As ~~risk~~this value is calculated at the ~~possibility~~end ~~that~~of the ~~Participation~~Business ~~Rate~~Day, ~~declared~~this ~~for~~means ayou ~~new~~won't ~~Segment~~be ~~Term~~able ~~Period~~to ~~will~~determine your Performance Lock Value in advance. Therefore, your Performance Lock Value may be higher or lower than it was at the point in time you ~~would~~requested ~~find~~a ~~acceptable~~Performance Lock.

•We ~~declare~~will annot ~~Annual~~provide ~~Interest~~advice ~~Rate~~or ~~for~~notify ~~each~~you ~~new~~regarding ~~Segment~~whether ~~Term~~you ~~Period~~should ~~for~~exercise ~~the Fixed Segment Options. The Annual Interest Rate for~~ a ~~new~~Performance ~~Segment~~Lock ~~Term Period may be higher, lower,~~ or ~~equal to~~ the ~~Annual~~optimal ~~Interest~~time ~~Rate~~ for ~~the~~doing ~~current Segment Term Period~~so. IfWe ~~it is lower, it~~ will ~~reduce~~also ~~the~~not ~~amount~~warn ofyou ~~Segment~~if ~~Credit~~ you ~~will~~exercise ~~receive.~~a ~~You~~Performance ~~risk~~Lock ~~the~~at ~~possibility~~a ~~that~~sub-optimal ~~the~~time. ~~Annual~~We ~~Interest~~are ~~Rate~~not ~~declared~~responsible for aany ~~new~~losses ~~Segment~~related ~~Term~~to ~~Period~~your ~~will~~decision bewhether ~~lower~~or ~~than~~not ~~you~~to ~~would~~exercise ~~find~~a ~~acceptable~~Performance Lock.

•There may not be an optimal time to exercise a Performance Lock during a Segment Term Period. It may be better for you if you do not exercise a Performance Lock. It is impossible to know with certainty whether or not a Performance Lock should be exercised.

•If a Performance Lock is exercised when your Performance Lock Value has declined from the amount invested in the Segment Option on the Segment Start Date, you will lock in any loss and may receive less than the full protection of the Buffer. It is possible that you would have realized less of a loss or no loss if the Performance Lock had occurred at a later time, or if the Segment Option was not locked. Because the Performance Lock Value is based on the Equity Adjustment, the Performance Lock Value may be less than the Segment Value on the Segment Start Date even when the value of the Reference Index has increased or has declined by less than the Buffer Rate.

•Withdrawals from the one-year Fixed Segment Option do not receive an Equity Adjustment. Thus, any Withdrawals taken from the Fixed Segment Option after the exercise of a Performance Lock will also not receive an Equity Adjustment (though any applicable Interest Adjustment and Withdrawal Charges will still apply). Therefore, net proceeds from Withdrawals may be lower than they would have been if the Performance Lock had not been exercised and Withdrawals had been taken from an Index-Linked Segment Option.

Risks Associated with Indices

Index-Linked Segment Options do not directly participate in the returns of the underlying securities of any Reference Index. ~~and~~Price return indices do not ~~receive~~include ~~any~~ dividends that may become payable on the underlying securities., ~~The~~and ~~Index Change~~ would behave a higher Index Change if the dividends from the underlying securities were included.

The historical performance of the indices does not guarantee future results. The S&P 500® Index, the Russell 2000® Index, ~~and~~ the MSCI EAFE ~~Price~~Index, ~~Return~~the Nasdaq-100® Index, and the Shiller Barclays CAPE® Index are each comprised of a collection of equity securities. For each index, the value of the component securities is subject to market risk, or the risk that market fluctuations may cause the value of the component securities to go up or down, sometimes rapidly and unpredictably. During periods of market stress, the component securities may move in the same direction, causing the index to go up or down rapidly and unpredictably. In addition, the value of the component securities may decline for reasons directly related to the issuers of the securities.

S&P 500® Price Return Index.

The S&P 500® Index is comprised of equity securities issued by large-capitalization U.S. companies. In general, large-capitalization companies may be unable to respond quickly to new competitive challenges and may not be able to attain the high growth rate of successful smaller companies, especially during periods of economic expansion. See the “About the Indices” section for more information.

Russell 2000® Price Return Index.

The Russell 2000® Index is comprised of equity securities of small-capitalization U.S. companies. In general, the securities of small-capitalization companies may be more volatile and may involve more risk than the securities of larger companies. See the “About the Indices” section for more information.

~~MSCI EAFE Price Return Index.~~18

~~MSCI~~Table ~~EAFE~~of Index is an equity index that captures large and mid-cap representation across developed markets around the world. The securities comprising the MSCI EAFE Price Return Index are subject to the risks related to investments in foreign markets (e.g. increased price volatility; changing currency exchange rates; and greater political, regulatory, and economic uncertainty). In general, foreign markets may be less liquid, more volatile, and subject to less government supervision than domestic markets.Contents

MSCI EAFE Price Return Index

The MSCI EAFE Index is an equity index that captures large and mid-cap representation across developed markets around the world. The securities comprising the MSCI EAFE Price Return Index are subject to the risks related to investments in foreign markets (e.g. increased price volatility; changing currency exchange rates; and greater political, regulatory, and economic uncertainty). In general, foreign markets may be less liquid, more volatile, and subject to less government supervision than domestic markets. See the “About the Indices” section for more information.

Nasdaq-100® Price Return Index

The Nasdaq-100® Index is comprised of equity securities of the largest U.S. and non-U.S. companies listed on The Nasdaq Stock Market, including companies across all major industry groups except the financial industry. To the extent that the Nasdaq-100® Index is comprised of securities issued by companies in a particular sector, that company’s securities may not perform as well as companies in other sectors or the market as a whole. For example, large-capitalization companies may be unable to respond quickly to new competitive challenges, and may not be able to attain the high growth rate of successful smaller companies. Also, any component securities issued by non-U.S. companies (including related depository receipts) are subject to the risks related to investments in foreign markets (e.g., increased price volatility; changing currency exchange rates; and greater political, regulatory, and economic uncertainty). See the “About the Indices” section for more information.

Shiller Barclays CAPE® US Mid-Month Sector TR Net Index

The Shiller Barclays CAPE® US Mid-Month Sector TR Net Index ("Shiller Barclays CAPE® Index") tracks the performance of certain US Sector Exchange Traded Funds (“Sector ETFs”) that invest in large-capitalization US companies. In general, large-capitalization companies may be unable to respond quickly to new competitive challenges, and also may not be able to attain the high growth rate of successful smaller companies, especially during periods of economic expansion. Because the index tracks the performance of ETFs rather than equity securities of companies in the selected US Sectors, the index is subject to risks associated with investments in ETFs whose prices are determined by exchange trading and may diverge from the value of the equity securities held by the ETF. ETF performance is also impacted by the deduction of management fees and other ETF expenses.

Each month, the Shiller Barclays CAPE® Index will track the performance of a portfolio of equally weighted Sector ETFs that invest in four of 11 major US Sectors. Consequently, amplified losses may occur if a particular industry or market sector performs poorly over the course of a given Segment Term Period. The Shiller Barclays CAPE® Index relies upon a specific rationale, through the use of the Cyclically Adjusted Price Earnings (“CAPE®”) ratio, to select the four Sector ETFs whose performance the index tracks each month. This value investing strategy may prove unsuccessful and may not perform better than investments in a portfolio of US Sectors selected according to a different rationale or strategy, and may also not outperform traditional benchmark indices (such as the S&P 500® Index). Changes in the values of the underlying components of the Shiller Barclays CAPE® Index may offset each other and may not prove to be the optimal weighting given current market conditions. Because the index will at any time only be allocated to four sectors, it may produce lower returns than an investment in a more diversified pool of assets.

The index returns are net of a 0.95% annualized fee deducted on a daily basis. This will reduce the index performance, and the index will underperform similar portfolios from which fees are not deducted. The index was launched in October 2021 and has not been used previously in other index-linked products. At this time, it is used exclusively in the Company's annuity products. See the “About the Indices” section for more information.

Discontinuation or Substitution of an Index

We have the right to discontinue or substitute an existing Reference Index for a comparable index ~~prior to the Segment End Date~~ if:

•Any Reference Index is discontinued,

•We are engaged in a contractual dispute with the Reference Index provider,

•We determine that our use of the Reference Index should be discontinued because, for example, changes to the Reference Index make it impractical or expensive to purchase securities or derivatives to hedge the Reference Index, or19

•There is a substantial change in the calculation of the Reference Index, resulting in significantly different values and performance.

Table of Contents

~~Although~~•We wedetermine ~~will attempt to choose a new index~~ that ~~has~~our ause ~~similar~~of ~~investment objective and risk profile to~~ the ~~existing~~ Reference Index, ~~there~~should ~~is risk that the performance of the new index may not~~ be asdiscontinued ~~good~~because, asfor ~~the~~example, ~~performance~~changes ofto the ~~existing~~ Reference Index. Asor ~~a result, funds allocated to~~ the ~~substituted~~notional ~~index~~amount ~~may~~of ~~earn~~Contract avalues ~~return~~tied ~~that~~to ~~is lower than~~ the ~~return~~Reference ~~they~~Index ~~would~~make ~~have~~it ~~earned~~impractical ifor ~~the~~expensive ~~index~~to ~~were~~purchase ~~not~~securities ~~substituted.~~or ~~The~~derivatives ~~substituted~~to ~~index~~hedge ~~will also be incorporated within~~ the ~~Performance Blend Segment Option. If we substitute a~~ Reference Index, ~~we will Notify you at your last known address that we have on file, at least 30 days in advance of the substitution date.~~or

If•There ~~a Reference Index~~ is ~~discontinued and~~ a ~~similar~~substantial ~~Reference~~change ~~Index~~in ~~cannot~~the becalculation ~~found,~~of ~~funds allocated to~~ the ~~discontinued~~ Reference Index, ~~will~~resulting ~~not participate~~ in ~~any~~significantly ~~index~~different ~~performance~~values ~~during~~and ~~the period from the discontinuation until the Segment End Date~~performance.

If we provide a substitute index, we will attempt to choose a new index that has a similar investment objective and risk profile to the existing Reference Index, but there is a risk that the performance of the new index may not be as good as the performance of the existing Reference Index as measured from the date of substitution to the end of the Segment Term Period (which may be a period longer than one year for Index-Linked Segment Options with 2-year or 6-year Segment Term Periods). As a result, funds allocated to the substituted index may earn a return that is lower than the return they would have earned if the index were not substituted. The substituted index will also be incorporated within the Performance Blend Segment Option, if applicable. If we substitute a Reference Index, we will Notify you at your last known address that we have on file, at least 30 days in advance of the substitution date.

If a Reference Index is discontinued and we do not provide a substitute index, funds allocated to the discontinued Reference Index will not participate in any index performance during the period from the discontinuation until the Segment End Date.

Elimination of Segment Options After the Withdrawal Charge Period

Segment Options beyond the Withdrawal Charge Period will be limited to one-year Segment Term Periods. Segment Options with a two-year Segment Term Period expiring on or after the last day of the Withdrawal Charge Period will automatically transfer the Segment Value to the Segment Option’s one-year counterpart, if available, at the end of the Segment Term Period, unless you instruct otherwise. If a one-year counterpart is not available, we will allocate the Segment Value to the Fixed Segment Option, unless you instruct otherwise. Segment Options with a six-year Segment Term Period are available only during the first Contract Year. If you do not request a Transfer of the Segment Value of an expiring Segment Option with a six-year Segment Term Period, exercise a Performance Lock, or withdraw the Segment Value, we will allocate the Segment Value to the Fixed Segment Option ~~with the shortest Segment Term Period~~.

Our Financial Strength and Claims-Paying Ability

As an insurance company, we are required by state law to hold a specified amount of reserves in order to meet all contractual obligations of our General Account to ~~Contract~~ Owners. We monitor our reserves so that we hold sufficient amounts to meet actual or expected Contract or claims payments. It is important to note, however, that there is no guarantee that we will always be able to meet our claims paying obligations and that there are risks to purchasing any insurance product. We encourage both existing and future ~~Contract~~ Owners to read and understand our financial statements, prepared in accordance with accounting practices prescribed and permitted by the Iowa Insurance Division, which are included in this Prospectus.

No company other than Athene Annuity and Life Company has any legal responsibility to pay amounts owed under the Contract. You should look to the financial strength of the Company for its claims-paying ability. See “Company Related Risk Factors”.

Regulatory Protection

The Company is not an investment company and is not registered as an investment company under the Investment Company Act of 1940. The protections provided to investors by that Act are not applicable to the Contract.

No Ownership of Underlying Securities

Purchasing the Contract is not equivalent to purchasing shares in a mutual fund that invests in securities comprising the indices, nor is it equivalent to directly investing in such securities. Hence, you will not be investing ~~in the Reference Index, in any stock included in the Reference Index, in a mutual fund or exchange-traded fund that tracks the Reference Index, or any underlying securities.~~

~~The Separate Account~~20

The Separate Account, in which we hold reserves for guarantees we provide under the Contract, is established under Iowa law. The portion of the assets of the Separate Account equal to the reserves and other Contract liabilities with respect to the separate account will not be chargeable with liabilities arising out of any other business we conduct. Contract Owners do not participate in the performance of assets held in the Separate Account and do not have any claim on such assets. The Separate Account is not registered under the Investment Company

Table of Contents

~~Act~~in ofthe ~~1940~~Reference Index, in any stock included in the Reference Index, in a mutual fund or exchange-traded fund that tracks the Reference Index, or any underlying securities.

The Separate Account

The Separate Account, in which we hold reserves for obligations we provide under the Contract, is established under Iowa law. The portion of the assets of the Separate Account equal to the reserves and other Contract liabilities with respect to the separate account will not be chargeable with liabilities arising out of any other business we conduct. Owners do not participate in the performance of assets held in the Separate Account and do not have any claim on such assets. The Separate Account is not registered under the Investment Company Act of 1940.

We own the assets of the Separate Account, as well as any favorable investment performance on those assets. We are obligated to pay all money we owe under the Contract. If the assets in the Separate Account are insufficient to pay when due amounts guaranteed under the Contracts, the General Account may fund shortfalls in the Separate Account or guarantee the performance of such obligations by making such payments. Any excess in assets in the Separate Account over the amount which qualifies to be applied against the reserves and other liabilities under the Contract may be transferred to the General Account.

General Account assets support guarantees under the Contract as well as our other general obligations. General Account assets are not segregated for the benefit of any particular ~~contract~~Contract or obligation. We guarantee all benefits relating to your value in the Contract, regardless of whether assets supporting it are held in the Separate Account or our General Account. You should look to the financial strength of the Company for its claims-paying ability.

Cybersecurity and Business Continuity Risk

Because our business is highly dependent upon the effective operation of our computer systems and those of our business partners, our business is vulnerable to disruptions from utility outages and susceptible to operational and information security risks resulting from information systems failure (e.g. hardware and software malfunctions) and cyberattacks. These risks include, among other things, the theft, misuse, corruption and destruction of data maintained online or digitally, interference with or denial of service on our website, attacks on websites and other operational disruption and unauthorized release of confidential customer information. Such systems failures and cyberattacks affecting us, the indices, the underlying funds, intermediaries and other affiliated or third-party service providers may adversely affect us and your Contract Value. For instance, systems failures and cyberattacks may interfere with our processing of Contract transactions, including the processing of Transfer Requests, impact our ability to calculate Segment Values or Segment Interim Values, cause the release and possible destruction of confidential customer or business information, impede order processing, subject us and/or our service providers and intermediaries to regulatory fines, litigation, and financial losses and/or cause reputational damage. Cybersecurity risks may also impact the underlying securities in which the indices invest, which may cause the indices in your Contract to lose value. There can be no assurance that we, the indices, or our service providers will avoid losses affecting your Contract due to cyberattacks or information security breaches in the future.

Other disruptive events, including but not limited to natural disasters and public health crises may adversely affect our ability to conduct business, including if our employees or employees of service providers are unable to perform their responsibilities as a result of such event. Cybersecurity breaches and other disruptions to our business can interfere with our processing ~~contract~~Contract transactions, such as the processing of transfers between Segment Options on the Segment End Date, impact our ability to calculate the various components of Contract Value, cause the release of confidential information, or other operational issues.

~~Uncertainty Regarding Availability of the London Inter-Bank Offered Rate ("LIBOR")~~21

The swap rate used to calculate the Equity Adjustment is based on LIBOR, a widely used interest rate, which is expected to become unavailable for purposes of the Equity Adjustment calculation on June 30, 2023. On or before the date that LIBOR becomes unavailable, the Company, at its sole discretion, will select a different swap rate to use in the calculation of the Equity Adjustment. While we expect a smooth transition to the new swap rate, we cannot be certain that the new swap rate will not have an impact on the calculation of the Equity Adjustment. For additional background on the potential replacement of LIBOR see "Company Related Risk Factors - Uncertainty Relating to LIBOR."

Table of Contents

5. About the Indices

S&P 500® Price Return Index

The S&P 500® Price Return Index was established by Standard & Poor’s. The S&P 500® Price Return Index includes 500 leading companies in leading industries of the US economy, capturing 75% coverage of U.S. Equities. The S&P 500® Price Return Index does not include dividends declared by any of the companies included in this Index. For the applicable index disclosure, please see Appendix D.

S&P Dow Jones Indices LLC requires that the following disclaimer be included in this Prospectus:

The S&P 500® (the “Index”) is a product of S&P Dow Jones Indices LLC or its affiliates (“SPDJI”), and has been licensed for use by Athene Annuity and Life Company. Standard & Poor’s® and S&P 500® are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by Athene Annuity and Life Company. It is not possible to invest directly in an index. Athene Annuity and Life Company’s Products are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, any of their respective affiliates (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices makes no representation or warranty, express or implied, to the owners of the Athene Annuity and Life Company’s Products or any member of the public regarding the advisability of investing in securities generally or in Athene Annuity and Life Company's products particularly or the ability of the S&P 500® to track general market performance. Past performance of an index is not an indication or guarantee of future results. S&P Dow Jones Indices’ only relationship to Athene Annuity and Life Company with respect to the S&P 500® is the licensing of the S&P 500® and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The S&P 500® is determined, composed and calculated by S&P Dow Jones Indices without regard to Athene Annuity and Life Company or the Athene Annuity and Life Company’s Products. S&P Dow Jones Indices have no obligation to take the needs of Athene Annuity and Life Company or the owners of Athene Annuity and Life Company’s Products into consideration in determining, composing or calculating the S&P 500®. S&P Dow Jones Indices are not responsible for and have not participated in the determination of the prices, and amount of Athene Annuity and Life Company’s products or the timing of the issuance or sale of Athene Annuity and Life Company’s Products or in the determination or calculation of the equation by which Athene Annuity and Life Company’s products are to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices have no obligation or liability in connection with the administration, marketing or trading of Athene Annuity and Life Company’s Products. There is no assurance that investment products based on the S&P 500® will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice.

S&P DOW JONES INDICES DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY ATHENE ANNUITY AND LIFE COMPANY, OWNERS OF THE ATHENE ANNUITY AND LIFE COMPANY’S PRODUCTS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE,

Table of Contents

OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND ATHENE ANNUITY AND LIFE COMPANY, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.

Russell 2000® Price Return Index

The Russell 2000® Price Return Index was established by Russell Investments. The Russell 2000® Price Return Index measures the performance of the small-cap segment of the US equity universe. The Russell 2000® Price Return Index is a subset of the Russell 3000® Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership. The Russell 2000® Price Return Index does not include dividends declared by any of the companies included in this index. For the applicable index disclosure, please see Appendix D.

The LSE Group requires that the following disclosure be included in this Prospectus:

Athene® Amplify (the “Product”) has been developed solely by Athene Annuity and Life Company. The Product is not in any way connected to or sponsored, endorsed, sold or promoted by the London Stock Exchange Group plc and its group undertakings (collectively, the “LSE Group”). FTSE Russell is a trading name of certain of the LSE Group companies.

All rights in the Russell 2000 Index (the “Index”) vest in the relevant LSE Group company which owns the Index. “Russell®” and “Russell 2000®” are trade-marks of the relevant LSE Group company and are used by any other LSE Group company under license.

The Index is calculated by or on behalf of FTSE International Limited or its affiliate, agent or partner. The LSE Group does not accept any liability whatsoever to any person arising out of (a) the use of, reliance on or any error in the Index or (b) investment in or operation of the Product. The LSE Group makes no claim, prediction, warranty or representation either as to the results to be obtained from the Product or the suitability of the Index for the purpose to which it is being put by Athene Annuity and Life Company.

MSCI EAFE Price Return Index

The MSCI EAFE Price Return Index is a free float-adjusted market capitalization index that is designed to measure the equity performance of developed markets, excluding the US and Canada. As of the date of this prospectus, the MSCI EAFE consists of securities from the following 21 developed countries: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. The MSCI EAFE Price Return Index does not include dividends declared by any of the companies included in this Index. For the applicable index disclosure, please see Appendix D.

~~MSCI~~Nasdaq-100® ~~Inc.~~Price ~~requires~~Return ~~that the following disclosure be included in this Prospectus:~~Index

~~THIS~~The ~~PRODUCT~~Nasdaq-100® ISPrice ~~NOT~~Return ~~SPONSORED,~~Index ~~ENDORSED,~~includes ~~SOLD~~100 ORof ~~PROMOTED~~the BYlargest ~~MSCI~~domestic ~~INC.~~and ~~(“MSCI”),~~international ~~ANY~~non-financial OFsecurities ~~ITS~~listed ~~AFFILIATES,~~on ~~ANY~~The OFNASDAQ ~~ITS~~Stock ~~INFORMATION~~Market ~~PROVIDERS~~based ORon ~~ANY~~market ~~OTHER THIRD PARTY INVOLVED IN, OR RELATED TO, COMPILING, COMPUTING OR CREATING ANY MSCI INDEX (COLLECTIVELY, THE “MSCI PARTIES”)~~capitalization. ~~THE~~The ~~MSCI~~Nasdaq-100® ~~INDEXES~~Price ~~ARE~~Return ~~THE~~Index ~~EXCLUSIVE~~does ~~PROPERTY~~not OFinclude ~~MSCI.~~dividends ~~MSCI~~declared ~~AND~~by ~~THE~~any ~~MSCI~~of ~~INDEX~~the ~~NAMES~~companies ~~ARE~~included ~~SERVICE~~in ~~MARK(S)~~this ~~OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY ATHENE ANNUITY AND LIFE COMPANY~~index. ~~NONE~~For OFthe ~~THE~~applicable ~~MSCI~~index ~~PARTIES MAKES ANY REPRESENTATION OR WARRANTY~~disclosure, ~~EXPRESS~~please ORsee ~~IMPLIED,~~Appendix ~~TO THE ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER PERSON OR ENTITY REGARDING THE ADVISABILITY OF INVESTING IN PRODUCTS GENERALLY OR IN THIS PRODUCT~~ D.

19Shiller Barclays CAPE® US Mid-Month Sector TR Net Index

The Shiller Barclays CAPE® US Mid-Month Sector TR Net Index ("Shiller Barclays CAPE® Index") tracks the performance of certain US Sector Exchange Traded Funds (“Sector ETFs”). The index is designed to capture the performance of equity securities issued by large-capitalization US companies in four of 11 eligible US Sectors in the S&P 500® (the “US Sectors”) that are the most undervalued and, therefore, likely to provide attractive returns to investors.

The Sector ETFs represent the performance of the following 11 eligible US Sectors in the S&P 500®: (1) utilities, (2) consumer staples, (3) financials, (4) technology, (5) healthcare, (6) energy, (7) consumer discretionary, (8) industrial, (9) real estate, (10) communications services and (11) materials. Each Sector ETF seeks to track as its benchmark index a corresponding sector-specific index (“Sector Index”), which is an S&P 500® index in the case of all Sector Indices except the real estate sector, for which the corresponding Sector Index is the Dow Jones US Real Estate Index. Each Sector Index is calculated and published by S&P Dow Jones Indices LLC.

Like other indices in the Shiller Barclays CAPE® US Index Family, the index utilizes the Cyclically Adjusted Price Earnings (“CAPE®”) ratio to apply a rules-based methodology which identifies the five most undervalued Sector ETFs and then selects the four with the highest price momentum. The CAPE® ratio is a variation of the traditional price/earnings ratio that uses the 10-year average of inflation-adjusted earnings instead of single year earnings, with the intent of providing a better signal for long-term over-valuation and under-valuation. To

Table of Contents

~~PARTICULARLY~~control ORfor ~~THE~~inherent ~~ABILITY~~underlying OFdifferences ~~ANY~~between ~~MSCI~~sectors ~~INDEX~~(such TOas ~~TRACK~~level ~~CORRESPONDING~~of ~~STOCK~~industry ~~MARKET~~maturity, ~~PERFORMANCE.~~growth ~~MSCI~~prospects, ORand ~~ITS~~regulations) ~~AFFILIATES~~that ~~ARE~~may ~~THE~~cause ~~LICENSORS~~systematic OFdifferences ~~CERTAIN~~in ~~TRADEMARKS~~CAPE® ratios, ~~SERVICE~~the ~~MARKS~~index ~~AND~~standardizes ~~TRADE~~the ~~NAMES~~comparison ~~AND~~by OFusing ~~THE~~a ~~MSCI~~modified ~~INDEXES~~version ~~WHICH~~of ~~ARE~~the ~~DETERMINED,~~CAPE® ~~COMPOSED~~ratio ~~AND~~called ~~CALCULATED~~the BYrelative ~~MSCI~~CAPE® ~~WITHOUT~~ratio. ~~REGARD~~The TOrelative ~~THIS~~CAPE® ~~PRODUCT~~ratio ORfor ~~THE~~a ~~ISSUER~~given ORsector ~~OWNERS~~is OFthe ~~THIS~~current ~~PRODUCT~~month's ORCAPE® ~~ANY~~ratio ~~OTHER~~divided ~~PERSON~~by ORthe ~~ENTITY~~20-year rolling average of the CAPE® ratio. ~~NONE~~A OFlower ~~THE~~relative ~~MSCI~~CAPE® ~~PARTIES~~ratio ~~HAS~~is ~~ANY~~an ~~OBLIGATION~~indication TOthat ~~TAKE~~a ~~THE~~sector ~~NEEDS~~may OFbe ~~THE~~undervalued. ~~ISSUER~~The ORindex ~~OWNERS~~first OFselects ~~THIS~~the ~~PRODUCT~~five ORsectors ~~ANY~~with ~~OTHER~~the ~~PERSON~~lowest ORrelative ~~ENTITY~~CAPE® ~~INTO~~ratios. ~~CONSIDERATION~~Of INthe ~~DETERMINING~~five selected sectors, ~~COMPOSING~~the ORindex ~~CALCULATING~~then ~~THE~~removes ~~MSCI~~the ~~INDEXES~~sector with the lowest 12-month price momentum. ~~NONE~~Price OFmomentum ~~THE~~is ~~MSCI~~defined ~~PARTIES~~as ISthe ~~RESPONSIBLE~~current ~~FOR~~sector ORprice ~~HAS~~divided ~~PARTICIPATED~~by INthe ~~THE~~sector ~~DETERMINATION~~price OF12-months ~~THE~~prior. ~~TIMING~~Removing ~~OF,~~the ~~PRICES~~sector ~~AT,~~with ORthe ~~QUANTITIES~~lowest OFprice ~~THIS~~momentum ~~PRODUCT~~is TOintended BEto ~~ISSUED~~avoid ORsectors INthat ~~THE~~may ~~DETERMINATION~~appear ORundervalued ~~CALCULATION~~when OFtheir ~~THE~~low ~~EQUATION~~price BYis ORdue ~~THE~~to ~~CONSIDERATION~~fundamental ~~INTO~~or ~~WHICH~~other ~~THIS~~reasons, ~~PRODUCT~~which ISmay ~~REDEEMABLE~~cause the price to continue to decline. ~~FURTHER,~~The ~~NONE~~four OFselected ~~THE~~Sector ~~MSCI~~ETFs ~~PARTIES~~are ~~HAS~~then ~~ANY~~equally ~~OBLIGATION~~weighted. ORThe ~~LIABILITY~~index TOis ~~THE~~rebalanced ~~ISSUER~~monthly ORto ~~OWNERS~~reflect OFany ~~THIS~~changes ~~PRODUCT~~in ORthe ~~ANY~~four ~~OTHER~~most ~~PERSON~~undervalued ORsectors ~~ENTITY~~with INthe ~~CONNECTION~~highest ~~WITH~~price ~~THE~~momentum. ~~ADMINISTRATION~~Because the Shiller Barclays CAPE® Index is a total return index, ~~MARKETING~~its ORperformance ~~OFFERING~~reflects OFboth ~~THIS~~the ~~PRODUCT~~price appreciation and the reinvestment of dividends in the underlying Sector ETFs.

~~ALTHOUGH~~The ~~MSCI~~index ~~SHALL~~returns ~~OBTAIN~~are ~~INFORMATION~~net ~~FOR~~of ~~INCLUSION~~a IN OR FOR USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES THAT MSCI CONSIDERS RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN0.95% ~~NONE~~annualized OFfee ~~THE~~deducted ~~MSCI~~on ~~PARTIES~~a ~~MAKES~~daily ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER OF THE PRODUCT, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREINbasis. ~~NONE~~This OFwill ~~THE~~reduce ~~MSCI~~the ~~PARTIES~~index ~~SHALL HAVE ANY LIABILITY FOR ANY ERRORS~~performance, ~~OMISSIONS~~and ORthe ~~INTERRUPTIONS~~index OFwill ORunderperform INsimilar ~~CONNECTION~~portfolios ~~WITH~~from ~~ANY~~which ~~MSCI~~fees ~~INDEX~~are ORnot ~~ANY DATA INCLUDED THEREIN~~deducted. ~~FURTHER,~~For ~~NONE~~the OFapplicable ~~THE~~index ~~MSCI PARTIES MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND~~disclosure, ~~AND~~please ~~THE~~see ~~MSCI~~Appendix ~~PARTIES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO EACH MSCI INDEX AND ANY DATA INCLUDED THEREIN~~D. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL ANY OF THE MSCI PARTIES HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

No purchaser, seller or holder of this product, or any other person or entity, should use or refer to any MSCI trade name, trademark or service mark to sponsor, endorse, market or promote this product without first contacting MSCI to determine whether MSCI’s permission is required. Under no circumstances may any person or entity claim any affiliation with MSCI without the prior written permission of MSCI.

The Performance Blend Segment Option

The Contract also offers a 6-year Buffer Segment Option that bases Segment Credits on a weighted average return of the S&P 500®, Russell 2000®, and MSCI EAFE indices. The return is calculated based on the relative performance of the underlying indices, with 50% of the Segment Credit being based on the index with the best performance (i.e. the largest positive or least negative Index Change) on the Segment End Date, 30% of the Segment Credit being based on the index with the next best performance (i.e. next best positive or negative Index Change) on the ~~segment~~Segment End Date and 20% of the Segment Credit being based on the index with worst performance (i.e. the largest negative Index Change on the Segment End Date, or, if no index had a negative Index Change, the index with the smallest positive Index Change) on the Segment End Date.

Discontinuation or Substitution of an Index

There is no guarantee that a Reference Index will be available for the entire term of your Contract.

We have the right to discontinue or substitute an existing Reference Index for a comparable index ~~prior to~~ if:

Table of Contents

the Segment End Date if:

•Any Reference Index is discontinued,

•We are engaged in a contractual dispute with the Reference Index provider,

•We determine that our use of the Reference Index should be discontinued because, for example, changes to the Reference Index or the notional amount of Contract values tied to the Reference Index make it impractical or expensive to purchase securities or derivatives to hedge the Reference Index, or

•There is a substantial change in the calculation of the Reference Index, resulting in significantly different values and performance.

WeIf ~~would~~we provide a substitute index, we will attempt to choose a new Reference Index that has a similar investment objective and risk profile to the original Reference Index. The selection criteria for a suitable alternative Reference Index include the following:

1.There is 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 Segment Credits;

2.The index is recognized as a broad-based index for the relevant market; and

3.The publisher of the index allows the Company to use the index in the Contract and other materials for a reasonable fee.

If a Reference Index is discontinued or substituted, we will Notify you of the change, at your last known address on file with us, at least 30 days in advance of the substitution date. Any substituted index will also be incorporated within the Performance Blend Segment Option. Any substituted index will be submitted for prior approval to the insurance regulatory authority of the state in which your Contract is issued.23

Any change in Reference Index may affect the Segment Credit you earn. If we discontinue any Reference Index during a Segment Term Period and a similar Reference Index can be found, we will determine the Index Change for the Segment Term Period by adding together the percentage change in the original Reference Index from the Segment Start Date until the date of the substitution and the percentage change in the substituted Reference Index from the date of the substitution until the Segment End Date. The Cap Rate, Participation Rate, and Floor Rate or Buffer Rate that were established on the Segment Start Date will be applied to this sum. The resulting Segment Credit will be added to your Segment Value on the scheduled Segment End Date.

Although we will attempt to choose a new index that has a similar investment objective and risk profile to the existing Reference Index, there is risk that the performance of the new index may not be as good as the performance of the existing Reference Index. As a result, funds allocated to the substituted index may earn a return that is lower than the return they would have earned if the index were not substituted. The substituted index will also be incorporated within the Performance Blend Segment Option.

If we discontinue any Reference Index during a Segment Term Period and a similar Reference Index cannot be found, we will end the affected Segment Options prematurely by calculating the Segment Credit as of the date the Reference Index is discontinued based on the Index Price and Cap Rate, Participation Rate, and Floor or Buffer Rate that were established on the applicable Segment Start Date. The Performance Blend Segment Option will calculate the Segment Credit based on the Index Prices (for all three underlying indices) as of the date the Reference Index is discontinued and on the Cap Rate, Participation Rate, and Buffer Rate established on the Segment Start Date. The resulting Segment Credit will be added to your Segment Value on the scheduled Segment End Date, which will be later than the date when the Reference Index is discontinued unless the Reference Index is discontinued on the Segment End Date. If a Reference Index is discontinued and a similar Reference Index cannot be found, funds allocated to the discontinued Reference Index will not participate in any index performance from the discontinuation until the Segment End Date, and the Company will not have any exposure to index performance during this period. You may elect to have the Segment Value transferred to one or more of the available Segment Options on the scheduled Segment End Date by providing us Notice no later than two Business Days prior to your scheduled Segment End Date. If you do not provide us Notice of such election, the Segment Value will be automatically

Table of Contents

~~transferred~~ If toa Reference Index is discontinued or substituted, we will Notify you of the ~~Fixed~~change, ~~Segment~~at ~~Option~~your last known address on file with us, at least 30 days in advance of the ~~shortest~~substitution ~~Segment~~date. ~~Term~~Any ~~Period~~substituted onindex will also be incorporated within the ~~scheduled~~Performance Blend Segment ~~End~~Option, ~~Date~~if applicable. Any substituted index will be submitted for prior approval to the insurance regulatory authority of the state in which your Contract is issued.

~~The~~Any ~~Segment~~change ~~Term~~in ~~Period~~Reference ~~and all applicable rates for the affected Segment Option, including the Cap Rate, Participation Rate, Floor Rate or Buffer Rate, Segment Fee, and~~ Index ~~Allocation~~may ~~Percentages~~affect ~~(for~~ the ~~Performance Blend~~ Segment ~~Option)~~Credit ~~will~~you ~~not~~earn. ~~change~~If ~~due~~we todiscontinue ~~the~~any ~~substitution of a~~ Reference Index during ~~the~~a Segment Term Period. Asand ~~described~~provide ina ~~Section~~similar 8Reference ~~(“The Segment Options”)~~Index, ~~we may change the Cap Rate and Participation Rate for any subsequent~~ Segment ~~Term~~Credits ~~Period,~~will ~~which would~~ be ~~communicated~~determined toas ~~you in advance.~~follows:

If1.For weMilestone ~~discontinue~~Lock ~~any~~Segment Options, until a Milestone Credit Percentage is determined after the substitution of the Reference Index, ~~during~~we awill ~~Segment~~determine ~~Term~~each ~~Period~~potential ~~and~~Milestone aCredit ~~similar~~Percentage ~~Reference~~by: (i) adding together the percentage change in the Index ~~cannot~~Price beof ~~found,~~the original Reference Index from the ~~Segment~~most ~~Value~~recent ~~will~~Milestone beDate ~~automatically~~until ~~transferred~~the todate of the ~~Fixed~~substitution ~~Segment~~and ~~Option~~the ~~with~~percentage change in the ~~shortest~~Index ~~Segment~~Price ~~Term~~of ~~Period~~the onsubstituted Reference Index from the ~~scheduled~~date ~~Segment~~of ~~End~~the substitution until the current Observation Date; and (ii) if a Milestone Credit Percentage is determined, applying the then-current Cap Rate, Participation Rate, and Buffer Rate if applicable. Once ~~Alternatively~~a Milestone Credit Percentage has been determined (and a Milestone Date is set) after the Reference Index substitution, ~~you~~only ~~may~~the ~~elect~~substituted Reference Index will be used to ~~have~~measure the ~~Segment~~Milestone ~~Value~~Index ~~transferred~~Change tofor ~~one~~any orfuture ~~more~~Observation ofDate during the ~~available~~ Segment ~~Options~~Term onPeriod. ~~the~~Any ~~scheduled~~previously ~~Segment~~determined ~~End~~Milestone ~~Date~~Credit byPercentages ~~providing~~will usalso ~~Notice~~be used in the calculation of the Segment Credit.

If2.For all other Index-Linked Segment Options, we ~~discontinue~~will ~~any~~determine ~~Reference~~the Index ~~during~~Change afor the Segment Term Period ~~and~~by: a(i) ~~similar~~adding ~~Reference~~together the percentage change in the Index ~~can~~Price beof ~~found,~~the original Reference Index from the Segment ~~Value~~Start ~~will~~Date ~~remain~~until the date of the substitution and the percentage change in the ~~Segment~~Index ~~Option~~Price ~~with~~of the substituted Reference Index onfrom the date of the substitution until the Segment End Date; ~~unless~~and ~~you~~(ii) ~~provide~~applying ~~Notice~~the ofthen-current ~~your~~Cap ~~election~~Rate, toParticipation ~~transfer~~Rate, and Buffer Rate that were established on the Segment ~~Value~~Start Date to athat ~~different~~sum. The substituted Index will be incorporated in the Performance Blend Segment Option, if applicable.

If3.For ~~you~~all ~~are not satisfied with the available Reference~~ Index-Linked ~~options,~~Segment ~~following a discontinued or substituted Reference Index~~Options, ~~you make take a partial Withdrawal or surrender~~ the ~~Contract~~resulting ~~subject~~Segment toCredit ~~any~~will ~~applicable~~be ~~Withdrawal~~added ~~Charges, Equity Adjustments, and Interest Adjustments. Transfers from the affected Segment Option~~ to ~~other~~your ~~available~~ Segment ~~Options~~Value on the ~~Contract are not permitted until the~~ scheduled Segment End Date.

If we provide a substitute index, we will attempt to choose a new index that has a similar investment objective and risk profile to the original Reference Index, but there is a risk that the performance of the new index may not be as good as the performance of the original Reference Index. As a result, funds allocated to the substituted index may earn a return that is lower than the return they would have earned if the index were not substituted. The substituted index will also be incorporated within the Performance Blend Segment Option, if applicable.

If we discontinue any Reference Index during a Segment Term Period and we do not substitute a similar Reference Index, Segment Credits will be determined as follows:

1.For Milestone Lock Segment Options, we will determine the final Milestone Credit Percentage for the Segment Term Period by (i) adding together the percentage change in the Index Price from the most recent Milestone Date until the date of discontinuation; and (ii) applying the then-current Cap Rate, Participation Rate, and Buffer Rate if applicable. Any previously determined Milestone Credit Percentages will also be used in the calculation of the Segment Credit.

2.For all other Index-Linked Segment Options, we will calculate the Segment Credit as of the date the Reference Index is discontinued (including for the Performance Blend Segment Option, if any of the three underlying indices is affected). The Segment Credit will be based on (i) the percentage change of the Index Price from the Segment Start Date to the date of discontinuation; and (ii) the then-current Cap Rate, Participation Rate, and Buffer Rate.

3.For all Index-Linked Segment Options, the resulting Segment Credit will be added to your Segment Value on the scheduled Segment End Date, which will be later than the date when the Reference Index is discontinued unless the Reference Index is discontinued on the Segment End Date. If a Reference Index is discontinued and we do not provide a substitute index, funds allocated to the discontinued Reference Index will not participate in any index performance from the discontinuation until the Segment End Date, and the Company will not have any exposure to index performance during this period.

Table of Contents

The Segment Term Period and all applicable rates for the affected Segment Option, including the Cap Rate, Participation Rate, Buffer Rate, Segment Fee, Milestone Threshold (for Milestone Lock Segment Options), and Index Allocation Percentages (for the Performance Blend Segment Option) will not change due to the substitution of a Reference Index during the Segment Term Period. As described in Section 8 (“The Segment Options”), we may change the Cap Rate and Participation Rate for any subsequent Segment Term Period, which would be communicated to you in advance.

If we discontinue any Reference Index during a Segment Term Period and we do not provide a substitute index, the Segment Value will be automatically transferred to the Fixed Segment Option on the scheduled Segment End Date. Alternatively, you may elect to have the Segment Value transferred to one or more of the available Segment Options on the scheduled Segment End Date by providing us Notice no later than two Business Days prior to your scheduled Segment End Date.

If we discontinue any Reference Index during a Segment Term Period and we provide a substitute index, the Segment Value will remain in the Segment Option with the substituted Reference Index on the Segment End Date unless you provide Notice of your election to transfer the Segment Value to a different Segment Option.

You will have no right to reject the substitution of a Reference Index. If you are not satisfied with the available Reference Index options following a discontinued or substituted Reference Index, you may take a partial Withdrawal or surrender the Contract subject to any applicable Withdrawal Charges, Equity Adjustments, and Interest Adjustments. Transfers from the affected Segment Option to other available Segment Options on the Contract are not permitted until the scheduled Segment End Date.

6. Ownership, Annuitants, Determining Life and Beneficiaries

Owner, Joint Owners

Owner means the person entitled to the ownership rights under the Contract, as named in the application. The Owner names the Annuitant or Joint Annuitant. If Joint Owners are named, as permitted for Non-Qualified Contracts only, all references to Owner shall mean Joint Owners. Joint Owners must be one another’s Spouse as of the Contract Date and must both be natural persons. All rights described in your Contract may be exercised by you, subject to the rights of any assignee on record with us and any irrevocably named Beneficiary. You may request to change an Owner by Notifying us. We will not be bound by an assignment until we acknowledge it. If your Contract is assigned, the assignment will take effect as of the date you signed the Notice, unless you specify otherwise, subject to any payments made or actions taken by us prior to receipt of this Notice. We have no liability under any assignment for our actions or omissions done in good faith. We shall not be liable for any tax consequences you may incur due to a change of Owner designation.

Annuitant, Joint Annuitants

The Annuitant is the natural person named on the Contract ~~schedule~~Schedule. The Annuitant is the person whose life determines the Annuity Payments made under your Contract. We will allow you to name two natural persons on the application to serve as Joint Annuitants. ~~If there is a Joint Annuitant, the Joint Annuitant must be the Annuitant’s spouse.~~

Death Benefit

If any Owner (or, if the Owner is a non-natural person, any Annuitant) dies prior to the Annuity Date, we will pay the Death Benefit to the Beneficiary. During the Withdrawal Charge Period, the Death Benefit is the greater of:

1.The Purchase Payment less net proceeds from prior Withdrawals; and

Table of Contents

2.The Interim Value on the date of death (See the “Contract Values” section for more information).

Table of Contents

Net proceeds from prior Withdrawals are equal to the Contract Value withdrawn after the application of Withdrawal Charges, Interest Adjustments, and Equity Adjustments. Withdrawals do not include any amount deducted for the payment of Segment Fees. Withdrawal Charges will not be applied in determining the Death Benefit payable to your Beneficiary.

After the Withdrawal Charge Period, the Death Benefit will be the Interim Value on the date of death (See the “Contract Values” section for information on determining the Interim Value). If the Owner is a natural person and the Owner is changed or an additional Owner is added (or if the Owner is a non-natural person and the Annuitant is changed or an additional Annuitant is added), except through the continuation of the Contract as a surviving spouse as described below, the Death Benefit will be the Interim Value on the date of death.

We will pay the Death Benefit within five (5) years of the death of the Owner. If the Contract is a Non-Qualified Contract, and if the Beneficiary is a natural person, such Beneficiary may elect for the Death Benefit to be distributed over the life of the Beneficiary, or over a period not extending beyond the life expectancy of the Beneficiary, provided wethe ~~are Notified of that~~ election ~~within~~is 60made ~~days~~in ofaccordance ~~the~~with ~~Death~~Internal ~~Benefit~~Revenue ~~being~~Code ~~payable~~section ~~and such distributions begin no later than one year after the Owner’s death~~72.

Upon the death of any Joint Owner, where the surviving spouse is the surviving Joint Owner, the surviving Joint Owner will become the Beneficiary to whom the Death Benefit will be paid, and any other Beneficiary designation on record at the time of the death will be treated as a contingent Beneficiary.

If the Beneficiary is the deceased Owner’s surviving spouse, the surviving spouse may elect to continue the Contract as the sole Owner in lieu of receiving the Death Benefit. The Death Benefit payable upon the death of a spouse who has continued the Contract will be based on the greater of the Purchase ~~Payments~~Payment less net proceeds from prior Withdrawals and the Interim Value on the continuing spouse’s date of death during the remainder of the Withdrawal Charge Period and will be based on the Interim Value on the continuing spouse’s date of death thereafter. This provision relating to the surviving spouse can only apply once, it cannot apply a second time if the surviving spouse elects to continue the Contract, remarries, and then dies.

All elections must be made by submitting the appropriate paperwork to us in Good Order.

If the Annuitant is not an Owner and dies prior to the Annuity Date, you may designate a new Annuitant, subject to our underwriting rules then in effect. If no designation is made within 30 days of death of the Annuitant, the younger of you or any Joint Owner will become the Annuitant.

If the Owner is a non-natural person, then the death of the Annuitant will be treated as the death of the Owner and a new Annuitant may not be designated.

Before we will pay the Death Benefit, we must receive proof of death at our Administrative Office in a form and manner satisfactory to us, which includes:

•Copy of death certificate while the Contract was in effect;

•Our claim form properly completed from each Beneficiary, as applicable; and

•Any other documents required by law.

Beneficiary

The following rules apply unless otherwise permitted by us in accordance with applicable law:

•No Beneficiary has any rights in your Contract until the Beneficiary is entitled to the Death Benefit. If the Beneficiary, including an irrevocable Beneficiary, dies before that time, all rights of that Beneficiary will end at their death.

23•If no Beneficiary has been named or if no Beneficiary is alive at the time of death of the Owner or Annuitant whose death caused the Death Benefit to be payable, then the Beneficiary is the estate of the deceased Owner or Annuitant whose death caused the Death Benefit to be payable. If the death of both

Table of Contents

Joint Annuitants or Joint Owners, as applicable, occurs simultaneously, the estates of both will ~~end~~be atthe ~~their~~Beneficiary ~~death~~in equal shares. This paragraph does not apply if there is a named Beneficiary and such Beneficiary is an entity.

•If no Beneficiary has been named or if no Beneficiary is alive at the time of death of the Owner or Annuitant whose death caused the Death Benefit to be payable, then the Beneficiary is the estate of the deceased Owner or Annuitant whose death caused the Death Benefit to be payable. If the death of both Joint Annuitants or Joint Owners, as applicable, occurs simultaneously, the estates of both will be the Beneficiary in equal shares. This paragraph does not apply if there is a named Beneficiary and such Beneficiary is an entity.

•If you have not designated how the Death Benefit is to be distributed and two or more Beneficiaries are entitled to the Death Benefit, the surviving Beneficiaries and any Beneficiaries that are entities will share the Death Benefit equally.

•Unless you Notify us otherwise, if you have designated how the Death Benefit is to be distributed and a Beneficiary dies prior to the time such Beneficiary is entitled to the Death Benefit, the portion of the Death Benefit designated to the deceased Beneficiary will be divided among the surviving Beneficiaries and Beneficiaries that are entities on a pro rata basis. In other words, each surviving Beneficiary’s or each entity Beneficiary’s interest in the Death Benefit will be divided by the sum of the interests of all such surviving or entity Beneficiaries to determine the percentage each Beneficiary will receive of the deceased Beneficiary’s original interest in the Death Benefit.

Change of Annuitant

Prior to the Annuity Date, you may change the Annuitant by Notifying us. A change will take effect as of the date you signed the Notice. The Annuitant may not be changed in a Contract which is owned by a non-natural person, unless the Contract is being continued by a surviving spouse as sole Beneficiary.

The Annuitant cannot be changed on or after the Annuity Date.

Change of Beneficiary

Prior to the date the Death Benefit becomes payable, you may change a Beneficiary by Notifying us. You may name one or more contingent Beneficiaries. The interest of any named irrevocable Beneficiary cannot be changed without the written consent of ~~such~~that Beneficiary. A change will take effect as of the date you signed the Notice. Any change is subject to payment or other action taken by us before the Notice was received by us.

Misstatement of Age or Gender

If the age of an Owner or Annuitant has been misstated and your Contract was issued after the maximum issue age, we will refund the Purchase Payment paid less any prior Withdrawals or distributions and we will void your Contract. The maximum issue age is shown on the Contract ~~schedule~~Schedule.

If the age or gender of an Annuitant has been misstated, the amount we will pay in the Annuity Phase will be that which the Purchase Payment paid would have purchased if the correct age and gender had been stated. Age will be calculated as the age at the last birthday of that Annuitant. Any underpayments made by us will be immediately paid in one sum with interest compounded at the rate of 1.00% per year. Any overpayments made by us will be charged against the next succeeding Annuity Payment or payments with interest compounded at the rate of 1.00% per year.

7. Purchasing the Contract

You are required to purchase the Contract through a registered representative of a broker-dealer that has a selling agreement with our principal underwriter, Athene Securities. The Contract may not be available through all selling broker-dealers. Some selling broker-dealers may not offer and/or limit the offering of certain features or options as well as limit the availability of Contracts, based on issue age or other criteria established by the selling broker-dealer.

The Contract is a Single Purchase Payment Index-Linked Deferred Annuity. The Contract may be individually or jointly owned. The Contract issued in your state may provide different features and benefits from, and impose different costs than, those described in this prospectus because of state law variations. These differences

2427

Table of Contents

~~individually or jointly owned. The Contract issued in your state~~ may ~~provide different features and benefits from, and impose different costs than, those described in this prospectus because of state law variations. These differences may~~ include rights to cancel, issue age limitations, and the general availability of certain features. This prospectus describes the material rights and obligations of an Owner. It also sets forth the maximum fees and charges for all Contract features and benefits. All material state variations to the Contract, as well as state variations to the Right to Cancel, are disclosed in the attached “Appendix BC - State Variation Chart”. You should read and retain your Contract, amendments, and or/endorsements along with a copy of this Prospectus.

The Contract has two periods: an Accumulation Phase and an Annuity Phase. During the Accumulation Phase, the Contract Value accrues Segment Credits on a tax-deferred basis based on the Segment Options that you select. If you select Index-Linked Segment Options, the Segment Credits may be positive or negative based on the performance of the Reference Index. The Contract Value may also grow on a tax-deferred basis based on a declared Annual Interest Rate associated with athe Fixed Segment Option. You will be taxed on Contract gains when you make a Withdrawal or receive an Annuity Payment. An Interest Adjustment will apply if you take a Withdrawal at any time during the first six Contract Years, including on a Segment End Date. An Equity Adjustment will apply if you take a Withdrawal from an Index-Linked Segment Option on any date other than a Segment End Date. Contract Withdrawals taken during the first six years of the Contract are subject to a Withdrawal Charge of up to 8%.

The Annuity Phase commences when you or a designated payee begin receiving Annuity Payments under the Contract. At the start of the Annuity Phase, you can choose a Settlement Option offered under the Contract. Annuity Payments will start on the Annuity Date and continue based on the Settlement Option you elect. The Contract offers Annuity Payments based on the life of the Annuitant or Joint Annuitant or on any other basis acceptable to the Company. The Annuity Phase ends when we make the last Annuity Payment under your selected Settlement Option.

Purchase Payment

The Purchase Payment is the amount you pay to us under your Contract. The minimum Purchase Payment without prior approval by the Company is $10,000. The Purchase Payment cannot exceed $1,000,000 without prior approval by the Company. We do not accept additional Purchase Payments.

Once we receive your Purchase Payment and all necessary information in Good Order at our Administrative Office, we issue the Contract and allocate your payment to the Holding Account. A request is in Good Order if it contains all the information we require to process the request. If you do not give us all the information we need, we will contact you or your Financial Professional.

If you have questions about the information we require, or whether you can submit certain information by fax, email, or over the web, please contact our Administrative Office.

We do not begin processing your application or Purchase Payment until we receive it at our Administrative Office. A Purchase Payment is “received” when it arrives at our Administrative Office at the address listed in the Glossary regardless of how or when you submitted the payment. If we receive a Purchase Payment at the wrong address, we will send it to the address listed in the Glossary, which may delay processing.

We are not liable for applications that we do not receive. A manually signed application sent by fax, email or over the web is considered the same as an application delivered by mail. Our electronic systems (fax, email or website) may not always be available; any electronic system can experience outages or slowdowns which may delay application processing. Although we have taken precautions to help our system handle heavy use, we cannot promise complete reliability. If you experience problems, please submit your application by mail to our Administrative Office. We reserve the right to discontinue or modify our electronic application policy at any time and for any reason.

2528

Table of Contents

Allocation of Purchase Payment

You may allocate your Purchase Payment to any available Segment Option based on the Segment Allocation Percentages you select. Your Segment Allocation Percentages must be whole percentages ranging from 0% to 100%, and the sum of the Segment Allocation Percentages must equal 100% at all times. You must submit your Segment Allocation Percentages on the Segment Allocation Form with your application, which will establish your Segment Allocation Percentages on the Contract Date. After the Contract Date, you may change your Segment Allocation Percentages by transferring all or part of your Segment Value to another Segment Option on any Segment End Date. Please see the “Transfers” section for details on how to transfer among available Segment Options after the initial Segment Term Period.

On the Contract Date, the Purchase Payment will be placed in the Holding Account where it will earn daily interest at a rate equal to the daily Holding Account Fixed Interest Rate. The Purchase Payment will be held in the Holding Account and accrue interest from the Contract Date to the day before the Segment Start Date. Contracts which have been issued through the end of the Business Day prior to a scheduled Segment Start Date will participate in that Segment Start Date. Contracts which have been issued on or after a scheduled Segment Start Date will participate in the following Segment Start Date. Please see Section 2 “Setting Your Segment Start ~~and~~Date, Segment End Date, and Observation Dates” for details on how Segment Start Dates are determined. On the Segment Start Date, your Contract Value in the Holding Account will be transferred to the Segment Options based on the Segment Allocation Percentages you select. Interest accrued in the Holding Account will not be refunded if the Initial Segment Term Period Bailout provision is exercised.

Example 1

The Contract is issued (in Good Order) when funds equal to $100,000 are received on the 2nd of the month. The next available Segment Start Date is on the 8th of that month. The funds will be immediately allocated to the Holding Account and accumulate at a Holding Account Fixed Interest Rate of 2%. $100,000 accumulated with six days of interest (from the 2nd through the 7th) equates to $100,032.56 = $100,000 *x (1 + 2%)^(6/365). On the 8th of the month, $100,032.56 will be allocated to the Segment Options in accordance with the Segment Allocation Percentages specified in the Segment Allocation Form. The table below shows an example allocation.

SegmentOption Method

Floor or Buffer Rate

Segment Term Period

Index

Allocation %

Value on Segment Start Date

Segment Option

Crediting Method

Buffer Rate

Segment Term Period

Index

Allocation %

Value on Segment Start Date

Fixed

-Fixed

~~10%~~-

$10~~,003.26~~%

$10,003.26

Floor

10%

1-Year

S&P 500®

20%

$20,006.51

Buffer

Point-to-Point

10%

1-Year

S&P 500®

20%

$20,006.51

Buffer

~~10%~~Point-to-Point

~~1-Year~~10%

~~Russell 2000®~~1-Year

~~20%~~Russell 2000®

$20~~,006.51~~%

$20,006.51

Buffer

~~10%~~Point-to-Point

~~2-Year~~10%

~~S&P 500®~~2-Year

~~40%~~S&P 500®

$40~~,013.02~~%

$40,013.02

Buffer

~~20%~~Milestone Lock

~~6-Year~~15%

~~S&P 500®~~6-Year

~~10%~~S&P 500®

$10~~,003.26~~%

$10,003.26

Total

~~100%~~

$100~~,032.56~~%

$100,032.56

Right to Cancel

You will have 20 days to review your Contract after you receive it (the "Right to Cancel Period"). State variations may apply and may require that you have more than 20 days to review the Contract (See the “State Specific Contract Considerations” section for more information). If you exercise your right to cancel, the Contract will terminate and we will refund your Purchase Payment less any Withdrawals, unless applicable state or federal law requires otherwise. No Withdrawal Charge, Interest Adjustment, or Equity Adjustment will apply, and Segment Fees will not be deducted, if you exercise your right to cancel your Contract during this period. Surrendering the Contract during the Right to Cancel Period could have tax consequences. Please consult with your Financial Professional and/or tax advisor for more information.

~~8. The Segment Options~~29

Table of Contents

8. The ~~following~~ Segment Options ~~are currently available for allocation during the Accumulation Phase:~~

Segment Option	Index	SegmentTermPeriod	ProtectionLevel (Buffer or Floor Rate)
Buffer Segment Options:
1	S&P 500®	1-year	10%
2	Russell 2000®	1-year	10%
3	MSCI EAFE	1-year	10%
4	S&P 500®	2-year	10%
5	Russell 2000®	2-year	10%
6	MSCI EAFE	2-year	10%
7	S&P 500®	6-year	20%
8	Performance Blend (S&P 500®, Russell 2000®, MSCI EAFE)	6-year	10%
Floor Segment Options:
9	S&P 500®	1-year	10%
10	Russell 2000®	1-year	10%
11	MSCI EAFE	1-year	10%
12	S&P 500®	2-year	10%
13	Russell 2000®	2-year	10%
14	MSCI EAFE	2-year	10%
Fixed Segment Options:
15	N/A	1-year	N/A

In the above table, “N/A” denotes Not Applicable.


Segment Options		Buffer Rates Available
Crediting Method	Indices	1-year Segment Term Period	2-year Segment Term Period	6-year Segment Term Period
Point-to-Point	S&P 500®	10%, 20%	10%, 20%	10%, 20%
	Shiller Barclays CAPE®	10%	10%	10%
	Nasdaq-100®	10%	10%	10%
	Russell 2000®	10%	10%	10%
	MSCI EAFE	10%	10%	10%
	Performance Blend (S&P 500®, Russell 2000®, MSCI EAFE)1	Not Available	Not Available	10%
Milestone Lock	S&P 500®	Not Available	Not Available	10%

~~You~~1 ~~may~~Index ~~elect~~performance ais ~~Segment~~based ~~Option~~on ~~with~~ a ~~six-year~~weighted ~~Segment~~average ~~Term~~return ~~Period~~of ~~only during~~ the ~~first~~S&P ~~Contract~~500®, ~~Year.~~Russell ~~The~~2000®, ~~Performance~~and ~~Blend~~MSCI ~~Segment~~EAFE ~~Option is available only as a Buffer Segment Option with a six-year Term Period~~indices. ~~Six-year~~See ~~Segment~~the ~~Options~~"About ~~are~~the ~~not~~Indices" ~~available~~section ~~for~~of ~~renewal.~~this ~~Two-Year~~prospectus ~~Segment Options are not available~~ for ~~renewal~~further ~~after the first six Contract Years~~details.

~~Fundamentals~~The ofBuffer aRates offered on available Buffer Segment ~~Option~~Options are stated in your Contract Schedule and will not change after the Issue Date. Available Buffer Segment Options will always include a Buffer Rate between 5% and 30%.

AYou ~~Buffer~~may ~~Rate~~elect ~~establishes the amount of negative index performance that we will absorb before we apply~~ a ~~negative~~ Segment ~~Credit~~Option towith ~~the Segment Value on~~ a ~~Segment~~six-year ~~End Date. A negative~~ Segment ~~Credit~~Term ~~will~~Period ~~apply~~only ~~for~~during ~~any negative Index Change or Aggregate Index Change in excess of~~ the ~~Buffer~~first ~~Rate~~Contract Year. ~~For~~The ~~example,~~Performance ifBlend a Segment Option ~~has a 10% Buffer Rate~~ and ~~the~~Milestone ~~Index~~Lock ~~Change or Aggregate Index Change is -15%, the excess decline of 5% (-15% minus -10%) will be used to determine the~~ Segment ~~Credit.~~Option ~~Theoretically,~~are ~~for~~available aonly ~~Segment Option~~ with a ~~10%~~six-year ~~Buffer~~Term ~~Rate,~~Period. ~~the~~Six-year ~~negative Index Change or Aggregate Index Change that is used to calculate the~~ Segment ~~Credit~~Options ~~may~~are benot asavailable ~~high~~for ~~as 90%, which could lead to substantial loss of principal and previously credited Segment Credits~~renewal. ~~Consequently,~~Two-Year ~~selecting a~~ Segment ~~Option~~Options ~~that~~are ~~offers~~not aavailable ~~Buffer~~for ~~Rate,~~renewal ~~rather~~after ~~than one of~~ the ~~Segment~~first ~~Options~~six ~~with~~Contract ~~a Floor Rate, may result in a larger negative Segment Credit during periods of steep declines in the stock market~~Years.

~~Segment~~Fundamentals ~~Credits for a Buffer Segment Option are calculated as a percentage change in the value~~ of the ~~Reference Index from the Segment Start Date to the Segment End Date using the point~~Point-to-~~point~~Point ~~method.~~Crediting ~~A Buffer Segment Option will have the following crediting factors that determine the Segment Credit:~~Method

The Point-to-Point Crediting Method is used on all Index-Linked Segment Options except Milestone Lock Segment Options. A Segment Option using the Point-to-Point Crediting Method captures performance of the Reference Index from the Segment Start Date to the Segment End Date by measuring the percentage change in the value of the Reference Index between those dates (subject to the applicable Cap Rate and Participation Rate). The value of the Reference Index at intermediate points during the Segment Term Period is not reflected in the determination of Segment Credits. The Cap Rate and Participation Rate are established at the beginning of the Segment Term Period and do not change for the length of the Segment Term Period. For Segment Term Periods greater than one year, the Cap Rate and Participation Rate apply to the entire multi-year Segment Term Period, not to each year during the Segment Term Period.

An Index-Linked Segment Option using the Point-to-Point Crediting Method will have the following crediting factors that determine the Segment Credit:

•Cap Rate - Maximum positive Index Change we will use in the calculation of the Segment Credit;

Table of Contents

•Participation Rate - Percentage multiplied by a positive Index Change or Aggregate Index Change, subject to the Cap Rate, to calculate the Segment Credit;

Table of Contents

•Index Allocation Percentages - The percentages used to calculate the portion of Index Change from each index that will be used in the Aggregate Index Change for our Performance Blend Segment Option;

•Segment Term Period - Period of time over which the change in the Reference Index is calculated;

•Buffer Rate - Maximum negative Index Change the Company will absorb before applying a negative Segment Credit to your Segment Value. A negative Segment Credit will apply for any negative Index Change or Aggregate Index Change in excess of the Buffer Rate; and

•Index Price - Closing price of the Reference Index on a Segment Start Date and Segment End Date, used to calculate the Index Change or Aggregate Index Change.

~~There~~The isBuffer ~~one~~Rate ~~Cap~~establishes ~~Rate~~the ~~and~~amount ~~one~~of ~~Participation~~negative ~~Rate~~index ~~per~~performance ~~Segment~~that ~~Term~~we ~~Period,~~will ~~which~~absorb before we apply a negative Segment Credit to the ~~entire~~Segment Value on a Segment ~~Term~~End ~~Period~~Date. For the Point-to-Point Crediting Method, a negative Segment ~~Term~~Credit ~~Periods~~will ~~greater~~apply ~~than~~for ~~one~~any ~~year,~~negative Index Change or Aggregate Index Change in excess of the ~~Cap~~Buffer Rate. ~~and~~Theoretically, ~~Participation~~for a Segment Option with a 10% Buffer Rate, ~~apply~~the negative Index Change or Aggregate Index Change that is used to calculate the ~~entire~~Segment ~~multi-year~~Credit ~~Segment~~percentage ~~Term~~may ~~Period~~be as high as 90%, ~~not~~which could lead to ~~each~~substantial ~~year~~loss ~~during~~of ~~the~~principal and previously credited Segment ~~Term~~Credits. The ~~Period~~ongoing deduction of Segment Fees and any applicable Withdrawal Charges, Interest Adjustments, and Equity Adjustments could also result in a loss of principal greater than 90%. Please see the below examples for a demonstration of the mechanics of the Point-to-Point Crediting Method.

The following grid describes how the Cap Rate, Participation Rate, and Buffer Rate will impact the Segment Credit for this particular Crediting Method, depending on index performance:

Index Change			Segment Credit percentage (payoff profile)
Index Change or Aggregate Index Change over the Segment Term Period is greater than or equal to the Cap Rate			Cap Rate multiplied by the Participation Rate
Index Change or Aggregate Index Change over the Segment Term Period is less than the Cap Rate but greater than zero			Index Change or Aggregate Index Change multiplied by the Participation Rate
Index Change or Aggregate Index Change over the Segment Term Period is less than zero by an amount that is less than the Buffer Rate(1)			Zero
Index Change or Aggregate Index Change over the Segment Term Period is less than zero by an amount that is more than the Buffer Rate(1)			~~Buffer Rate minus~~ Index Change or Aggregate Index Change plus Buffer Rate

(1) Buffer Rate is expressed as an Absolute (Positive) Amount

~~The following examples illustrate how we calculate Segment Credits based on different levels of Index Change. All the examples assume no Withdrawals.~~31

Table of Contents

The following examples illustrate how we calculate Segment Credit percentages based on different levels of Index Change. All the examples assume no Withdrawals.

Example 2

For the four scenarios below, assume the following:

◦•Cap Rate = 15%

◦•Participation Rate = 100%

◦•Segment Term Period = 1-Year

◦•Buffer Rate = 10%


Scenario	Index Price on Segment Start Date	Index Price on Segment End Date	Index Change	Segment Credit percentage
1	2,000	2,500	25%	15% (= 15% x 100%)
2	2,000	2,100	5%	5% (= 5% x 100%)
3	2,000	1,900	-5%	0%
4	2,000	1,500	-25%	-15% (= -25% + 10%)

Table of Contents

Scenario	Index Price on Segment Start Date	Index Price on Segment End Date	Index Change	SegmentCredit
Scenario 1	2,000	2,500	25%	15% (= 15% x 100%)
Scenario 2	2,000	2,100	5%	5% (= 5% x 100%)
Scenario 3	2,000	1,900	-5%	0%
Scenario 4	2,000	1,500	-25%	-15% (= -25% + 10%)

Example 3

For the four scenarios below, assume the following:

◦•Cap Rate = 50%

◦•Participation Rate = 120%

◦•Segment Term Period = 6-Year

◦•Buffer Rate = 20%

Scenario	Index Price on Segment Start Date	Index Price on Segment End Date	Index Change	~~SegmentCredit~~Segment Credit percentage
Scenario 1	2,000	3,500	75%	60% (= 50% x 120%)
1	2,000	3,500	75%	60% (= 50% x 120%)
Scenario 2	2,000	2,100	5%	6% (= 5% x 120%)
2	2,000	2,100	5%	6% (= 5% x 120%)
Scenario 3	2,000	1,900	-5%	0%
3	2,000	1,900	-5%	0%
Scenario 4	2,000	1,500	-25%	-5% (= -25% + 20%)
4	2,000	1,500	-25%	-5% (= -25% + 20%)

Example 4

For the four Performance Blend Segment Option scenarios below, assume the following:

•Cap Rate = 60%

•Participation Rate = 100%

•Index Allocation ~~Percentage1~~Percentage 1 = 50%

•Index Allocation Percentage 2 = 30%

•Index Allocation Percentage 3 = 20%

•Segment Term Period = 6-Year

•Buffer Rate = 10%

2932

Table of Contents

	Index X		Index Y		Index Z
Scenario	Index Price on Segment Start Date	Index Price on Segment End Date	Index Price on Segment Start Date	Index Price on Segment End Date	Index Price on Segment Start Date	Index Price on Segment End Date	Aggregate Index Change	Segment Credit percentage
1	70	105	1,500	2,475	2,000	3,500	67%(1)	60% (=60% x 100%)(2)
2	70	77	1,500	1,575	2,000	1,850	5%	5% (= 5% x 100%)
3	70	65.8	1,500	1,372.5	2,000	1,940	-5%	0%
4	70	58.8	1,500	1,050	2,000	1,600	-20%	-10% (= -20% + 10%)

(1)Index X had an individual Index Change of (105/70)-1 = 50%, Index Y had an individual Index Change of (2475/1500)-1 = 65%, and Index Z had an individual Index Change of (3500/2000)-1 = 75%. Therefore, Index Z was the best performing index and uses Index Allocation Percentage 1. Index Y was the second best performing index and uses Index Allocation Percentage 2. Index X was the third best performing index and uses Index Allocation Percentage 3. The Aggregate Index Change is equal to (75% x 50%) + (65% x 30%) + (50% x 20%) = 67%

(2)Because the Aggregate Index Change is positive and above the Cap Rate, the Segment Credit percentage is equal to the Cap Rate times the Participation Rate

The portion of a Purchase Payment allocated to aan ~~Buffer~~Indexed-Linked Segment Option using the Point-to-Point Crediting Method is placed in the Separate Account, where it may be invested in debt securities and derivative instruments that hedge market risks associated with the Company’s contractual obligation to pay Segment Credits on the Segment End Date. You do not participate in the investment performance of the Separate Account; nor do you have any claim on the assets held in the Separate Account.

Fundamentals of athe ~~Floor~~Milestone ~~Segment~~Lock ~~Option~~Crediting Method

The Milestone Lock Crediting Method is used on Milestone Lock Segment Options (only available with a six-year Segment Term Period). A ~~Floor~~Segment ~~Rate~~Option ~~establishes~~using the ~~maximum~~Milestone ~~amount~~Lock Crediting Method combines elements of ~~negative~~the ~~Index~~six-year ~~Change~~and ~~that~~one-year ~~may~~Buffer beSegment ~~applied~~Options inusing the ~~calculation~~Point-to-Point ofCrediting Method. It guarantees a Cap Rate and Participation Rate for the full six-year Segment ~~Credits~~Term Period while also allowing the buffer protection to reset at intermediate points during the Segment ~~Value.~~Term ~~The~~Period ~~Segment~~if ~~Credit~~the onindex performance exceeds a predefined threshold percentage. Segment ~~End~~Options ~~Date~~using ~~will~~the beMilestone ~~negative~~Lock ifCrediting Method provide the ~~value~~potential ofto capture gains (subject to the applicable Cap Rate and Participation Rate) and reset the buffer protection when the Reference Index onperformance exceeds a pre-defined threshold (the Milestone Threshold) at particular intermediate points (Observation Dates) during the Segment Term Period. The Cap Rate, Participation Rate, Milestone Threshold, and Observation Dates are established at the beginning of the Segment Term Period and do not change for the length of the Segment Term Period, which in the case of Milestone Lock Segment ~~Option~~Options is ~~based~~one ~~declines~~six-year period available only at the start of the Contract. The Milestone Threshold is the minimum Milestone Index Change required to capture a Milestone Credit Percentage on an Observation Date. The interval between Observation Dates is one year.

~~Segment~~The ~~Credits~~Milestone ~~for~~Lock aCrediting ~~Floor~~Method calculates Segment ~~Option~~Credits ~~are~~based ~~calculated~~on asany aMilestone ~~percentage~~Credit ~~change~~Percentages inthat ~~the~~have ~~value~~been ofdetermined during the ~~Reference~~Segment ~~Index~~Term ~~from~~Period. ~~the~~A ~~Segment~~Milestone ~~Start~~Credit ~~Date~~Percentage towill be calculated on the Segment End Date ~~using~~and ~~the~~each ~~point-to-point~~time ~~method.~~the AMilestone ~~Floor~~Index ~~Segment~~Change ~~Option~~is ~~will~~greater ~~have~~than ~~the~~or ~~following~~equal ~~crediting~~to ~~factors~~the ~~that~~Milestone ~~determine~~Threshold during the Segment ~~Credit:~~Term Period.

The Segment Credit for a~~.Cap~~ ~~Rate~~Segment -Option ~~Maximum~~using ~~positive~~the ~~Index~~Milestone ~~Change~~Lock weCrediting ~~will~~Method ~~use~~may inbe ~~the~~negative ~~calculation~~even ofif the Segment Option captures positive index performance through Milestone Credit; Percentages on one or more Observation Dates as a result of index performance having exceeded the Milestone Threshold on those dates.

~~b.Participation Rate - Percentage multiplied by a positive Index Change, subject to the Cap Rate, to calculate the Segment Credit;~~33

c.Segment Term Period - Period of time over which the change in the Reference Index is calculated;

d.Floor Rate - Maximum negative Index Change we will use in the calculation of the Segment Credit; and

e.Index Price - Closing price of the Reference Index on a Segment Start Date and Segment End Date, used in calculating the Index Change.

There is one Cap Rate and one Participation Rate per Segment Term Period, which apply to the entire Segment Term Period. For Segment Term Periods greater than one year, the Cap Rate and Participation Rate apply to the entire multi-year Segment Term Period, not to each year during the Segment Term Period.

The following grid describes how the Cap Rate, Participation Rate and Floor Rate will impact the

Table of Contents

At the end of the six-year Segment ~~Credit~~Term Period, ~~depending~~the onSegment ~~index~~Credit ~~performance~~percentage is calculated as follows:

Index Change			Segment Credit (payoff profile)
Index Change over the Segment Term Period is greater than or equal to the Cap Rate			Cap Rate multiplied by Participation Rate
Index Change over the Segment Term Period is less than the Cap Rate but greater than zero			Index Change multiplied by Participation Rate
Index Change over the Segment Term Period is less than zero by an amount that is less than the Floor Rate(1)			Index Change
Index Change over the Segment Term Period is less than zero by an amount that is greater than the Floor Rate(1)			Negative value of Floor Rate(1)

•Add one to each Milestone Credit Percentage; then

~~(1) Floor~~•Multiply ~~Rate~~each isof ~~expressed~~these assums antogether; ~~Absolute (Positive) Amount~~then

~~The~~•Subtract ~~following~~one ~~examples~~from ~~illustrate how we calculate Segment Credits based on different levels of Index Change. All~~ the ~~examples assume no Withdrawals~~result.

Theoretically, for a Segment Option using the Milestone Lock Crediting Method with a 10% Buffer Rate, the negative Milestone Index Change that is used in the Segment Credit percentage may be as high as 90%, which could lead to a substantial loss of principal and previously credited Segment Credits. The ongoing deduction of Segment Fees and any applicable Withdrawal Charges, Interest Adjustments, and Equity Adjustments could also result in a loss of principal greater than 90%. Please see the examples below for a demonstration of the mechanics of the Milestone Lock Crediting Method.

An Index-Linked Segment Option using the Milestone Lock Crediting Method will have the following crediting factors that determine the Segment Credit:

•Cap Rate - Maximum positive Milestone Index Change we will use in the calculation of the Segment Credit. The Cap will be applied when calculating each Milestone Credit Percentage;

•Participation Rate - Percentage multiplied by a positive Milestone Index Change, subject to the Cap Rate, to calculate the Segment Credit. The Participation Rate will be applied when calculating each Milestone Credit Percentage;

•Milestone Threshold - Minimum Milestone Index Change needed in order to determine a Milestone Credit Percentage;

•Segment Term Period - Period of time between the Segment Start Date and Segment End Date;

•Buffer Rate - Maximum negative Milestone Index Change the Company will absorb when calculating Segment Credits. A negative Milestone Credit Percentage will be used in the calculation of the Segment Credit if the final Milestone Index Change is negative in excess of the Buffer Rate; and

•Index Price - Closing price of the Reference Index on the Segment Start Date, Segment End Date, or Observation Dates used to calculate the Milestone Index Change.

Table of Contents

The following grid below describes how the Cap Rate, Participation Rate and Buffer Rate will impact the Milestone Credit Percentages for this particular crediting method, depending on index performance. Milestone Credit Percentages are used to calculate the Segment Credit.


Milestone Index Change			Milestone Credit Percentage (payoff profile)
Milestone Index Change between Milestone Dates is greater than or equal to the Cap Rate; or Milestone Index Change between the most recent Milestone Date and the Segment End Date is greater than or equal to the Cap Rate			Cap Rate multiplied by the Participation Rate
Milestone Index Change between Milestone Dates is less than the Cap Rate but greater than zero; or Milestone Index Change between the most recent Milestone Date and the Segment End Date is less than the Cap Rate but greater than zero			Milestone Index Change multiplied by the Participation Rate
Milestone Index Change between the most recent Milestone Date and the Segment End Date is less than zero by an amount that is less than the Buffer Rate(1)			Zero
Milestone Index Change between the most recent Milestone Date and the Segment End Date is less than zero by an amount that is more than the Buffer Rate(1)			Final Milestone Index Change plus Buffer Rate

(1) Buffer Rate is expressed as an Absolute (Positive) amount

The following examples illustrate how we calculate both the Segment Credit percentages and Milestone Credit Percentages based on different levels of Milestone Index Change. Each example assumes no Withdrawals.

Example 5

For the ~~four~~following ~~scenarios~~scenario below, assume the following:

◦•Cap Rate = 1535%

◦•Participation Rate = ~~100~~120%

◦•Segment Term Period = 16-Year

~~◦Floor~~•Buffer Rate = 1015%

Scenario	Index Price on Segment Start Date	Index Pricing on Segment End Date	Index Change	SegmentCredit
Scenario 1	2,000	2,500	25%	15% (= 15% x 100%)
Scenario 2	2,000	2,100	5%	5% (= 5% x 100%)
Scenario 3	2,000	1,900	-5%	-5%
Scenario 4	2,000	1,500	-25%	-10%

•Milestone Threshold = 25%

Table of Contents

Year 1

Year 2

Year 3

Year 4

Year 5

Year 6

Index Price on Most Recent Milestone Date

2,000

2,540

3,480

Index Price on Observation Date

2,200

2,540

2,286

2,667

3,480

2,610

Milestone Index Change

10%

27%

-10%

37%

-25%

Milestone Credit Percentage Determined

Yes

New Milestone Date

Yes

Milestone Credit Percentage(1)

Not Applicable

32.4%
(= 27% x 120%)

Not Applicable

42%
(= 35% x 120%)

-10% (= -25% + 15%)

Segment Credit percentage(1)

69.2% (= [(1 + 32.4%) x (1 + 42%) x (1 + -10%)] - 1)

(1) Neither Milestone Credit Percentages nor Segment Credit percentages will be applied to the Segment Value until the Segment End Date.

Example 6

For the ~~four~~following ~~scenarios~~scenario below, assume the following:

◦•Cap Rate = 1535%

◦•Participation Rate = ~~110~~120%

◦•Segment Term Period = 26-Year

~~◦Floor~~•Buffer Rate = 1015%

Scenario	Index Price on Segment Start Date	Index Pricing on Segment End Date	Index Change	SegmentCredit
Scenario 1	2,000	2,500	25%	16.5% (= 15% x 110%)
Scenario 2	2,000	2,100	5%	5.5% (= 5% x 110%)
Scenario 3	2,000	1,900	-5%	-5%
Scenario 4	2,000	1,500	-25%	-10%

•Milestone Threshold = 25%

Year 1

Year 2

Year 3

Year 4

Year 5

Year 6

Index Price on Most Recent Milestone Date

2,000

2,520

Index Price on Observation Date

1,800

2,100

2,400

2,520

2,772

1,512

Milestone Index Change

-10%

20%

26%

10%

-40%

Milestone Credit Percentage Determined

Yes

New Milestone Date

Yes

Milestone Credit Percentage(1)

Not Applicable

31.2%
(= 26% x 120%)

Not Applicable

-25% (= -40% + 15%)

Segment Credit percentage(1)

-1.6% (= [(1 + 31.2%) x (1 + -25%)] - 1)

(1) Neither Milestone Credit Percentages nor Segment Credit percentages will be applied to the Segment Value until the Segment End Date.

Table of Contents

The portion of a Purchase Payment allocated to a Floor Segment Option is placed in the Separate Account, where it may be invested in debt securities and derivative instruments that hedge market risks associated with the Company’s obligation to pay Segment Credits on the Segment End Date. You do not participate in the investment performance of the Separate Account; nor do you have any claim on the assets held in the Separate Account.

Fundamentals of a Fixed Segment Option

A Fixed Segment Option guarantees the rate of interest that will be credited to the Segment Value daily within each Segment Term Period. The Annual Interest Rate is applied in a compounding fashion, based on a 365-day year. The Segment Credit to a Fixed Segment Option cannot be negative. A Fixed Segment Option will have the following Crediting Factors that determine the Segment Credit:

a.Segment Term Period - Period of time over which the declared Annual Interest Rate is applicable; and

b.Annual Interest Rate - Annualized rate of interest that will be credited daily to a Fixed Segment Option.

Example 7

For the four scenarios below, assume the following:

•Cap Rate = 35%

•Participation Rate = 120%

•Segment Term Period = 6-Year

•Buffer Rate = 15%

•Milestone Threshold = 25%

•No Milestone Credit Percentages determined prior to the Segment End Date


Scenario	Index Price on Segment Start Date	Index Price on Segment End Date	Milestone Index Change	Final Milestone Credit Percentage	Segment Credit percentage
1	2,000	2,900	45%	42% (= 35% x 120%)	42%
2	2,000	2,200	10%	12% (= 10% x 120%)	12%
3	2,000	1,900	-5%	0%	0%
4	2,000	1,500	-25%	-10% (= -25% + 15%)	-10%

The portion of a Purchase Payment allocated to an Indexed-Linked Segment Option using the Milestone Lock Crediting Method is placed in the Separate Account, where it may be invested in debt securities and derivative instruments that hedge market risks associated with the Company’s contractual obligation to pay Segment Credits on the Segment End Date. You do not participate in the investment performance of the Separate Account; nor do you have any claim on the assets held in the Separate Account.

Fundamentals of the Fixed Crediting Method

The Fixed Crediting Method is used on the Fixed Segment Option. This Crediting Method guarantees the rate of interest that will be credited to the Segment Value daily within each Segment Term Period. The Annual Interest Rate is applied in a compounding fashion, based on a 365-day year. The Segment Credit to the Fixed Segment Option cannot be negative. The Fixed Segment Option will have the following Crediting Factors that determine the Segment Credit:

•Segment Term Period - Period of time over which the declared Annual Interest Rate is applicable; and

•Annual Interest Rate - Annualized rate of interest that will be credited daily to the Fixed Segment Option.

Example 8

Assume the Annual Interest Rate for a 1-year Segment Term Period is 2%.

c.•The Segment Value on the Segment Start Date = $100,000; and

d.•The Segment Value halfway through the Segment Term Period = $100,000 *x (1 + 0.02) ^ 0.5 = $100,995.05.

e.•The Segment Value at the end of the Segment Term Period = $100,000 *x (1 + 0.02) ^1 = $102,000.00.

The portion of a Purchase Payment allocated to athe Fixed Segment Option is placed in the Separate Account, where it is invested in debt securities. You do not participate in the investment performance of the Separate Account; nor do you have any claim on the assets held in the Separate Account.

~~Cap Rate~~37

The Cap Rate establishes the maximum positive Index Change or Aggregate Index Change used to calculate Segment Credits for Index-Linked Segment Options before the Participation Rate is applied. The initial Cap Rate is guaranteed for the first Segment Term Period only. New Cap Rates will become effective on each Segment Start Date. The Cap Rate for each Buffer Segment Option and Floor Segment Option is guaranteed never to be less than the Minimum Cap Rate of 2% for 1-year Segment Term Periods and 4% for 2-year Segment Term Periods. 6-year Segment Options are not renewable.

You will not know the Cap Rate for any Index-Linked Segment Option on the date the Contract is issued. But through our Initial Segment Term Period Bailout Provision, we will provide you a Bailout Cap Rate that will be specified in your Contract schedule. If the declared Cap Rate for a Segment Option to which you have allocated Contract Value is lower than the Bailout Rate specified in your Contract schedule, you may cancel your Contract for sixty (60) days after your Contract Date and received your Purchase Payment less any Withdrawals (see “Initial Segment Term Period Bailout Provision” for more information).

The Company determines daily indicative Cap Rates at the end of each Business Day for Segment Options and publishes them on our website, www.athene.com/amplify-rates. These indicative rates provide an estimate of how the Cap Rates may be set on the initial Segment Start Date, but they should not be construed as any guarantee of or limitation on how the Company may set the Cap Rates used for your Contract. We reserve the right not to publish daily indicative rates for any reason we choose.

Table of Contents

~~higher, lower or equal to the~~ Cap Rate for the current Segment Term Period and may be significantly lower than the Bailout Rate provided for the first Segment Term Period, but will not be less than the Minimum Cap Rate. If the new Cap Rate is lower than your current Cap Rate, it will reduce your opportunity to receive a positive Segment Credit. You risk the possibility that the Cap Rate declared for a new Segment Term Period will be lower than you would find acceptable. You will have the choice of continuing in the Segment Option with the new Cap Rate or transferring your Segment Value to another available Segment Option. If the new Cap Rate is less than you find acceptable, you must give us Notice of any Transfer request no later than two Business Days prior to your next Segment Start Date. You may also request a Withdrawal of the Segment Value, subject to any applicable Interest Adjustment, Equity Adjustment and Withdrawal Charge (please see the section "Access to your Contract Value" beginning on page 39 for information on requesting a Withdrawal). If you do not provide us a Transfer request or withdraw the Segment Value, you will stay in your current Segment Option, subject to the new Cap Rate, for the next Segment Term Period.

The Cap Rate establishes the maximum positive Index Change, Aggregate Index Change, or Milestone Index Change used to calculate Segment Credits for Index-Linked Segment Options before the Participation Rate is applied. The initial Cap Rate is guaranteed for the first Segment Term Period only. New Cap Rates will become effective on each Segment Start Date. The Cap Rate for each Buffer Segment Option is guaranteed never to be less than the minimum Cap Rate of 2% for 1-year Segment Term Periods and 4% for 2-year Segment Term Periods. 6-year Segment Options are not renewable.

You will not know the Cap Rate for any Index-Linked Segment Option on the date the Contract is issued. But through our Initial Segment Term Period Bailout Provision, we will provide you a Bailout Cap Rate that will be specified in your Contract Schedule. If the declared Cap Rate for a Segment Option to which you have allocated Contract Value is lower than the Bailout Rate specified in your Contract Schedule, you may cancel your Contract for sixty (60) days after your Contract Date and received your Purchase Payment less any Withdrawals (see “Initial Segment Term Period Bailout Provision” for more information).

The Company determines daily indicative Cap Rates at the end of each Business Day for Segment Options and publishes them on our website, www.athene.com/amplify2-rates. These indicative rates provide an estimate of how the Cap Rates may be set on the initial Segment Start Date, but they should not be construed as any guarantee of or limitation on how the Company may set the Cap Rates used for your Contract. We reserve the right not to publish daily indicative rates for any reason we choose.

At least fifteen calendar days before each Segment End Date, we will Notify you of the Cap Rate for each available Segment Option for the new Segment Term Period. The Cap Rate for a new Segment Term Period may be higher, lower or equal to the Cap Rate for the current Segment Term Period and may be significantly lower than the Bailout Rate provided for the first Segment Term Period, but will not be less than the minimum Cap Rate. If the new Cap Rate is lower than your current Cap Rate, it will reduce your opportunity to receive a positive Segment Credit. You risk the possibility that the Cap Rate declared for a new Segment Term Period will be lower than you would find acceptable. You will have the choice of continuing in the Segment Option with the new Cap Rate or transferring your Segment Value to another available Segment Option. If the new Cap Rate is less than you find acceptable, you must give us Notice of any Transfer request no later than two Business Days prior to your next Segment Start Date. You may also request a Withdrawal of the Segment Value, subject to any applicable Interest Adjustment, Equity Adjustment and Withdrawal Charge (please see the section "Access to your Contract Value" for information on requesting a Withdrawal). If you do not exercise a Performance Lock, do not provide us a Transfer request, or withdraw the Segment Value, you will stay in your current Segment Option, subject to the new Cap Rate, for the next Segment Term Period. If you exercise a Performance Lock and do not instruct us otherwise, in most circumstances your Segment Value will be re-allocated to the same Segment Option that was locked for the next Segment Term Period. For additional details regarding how these provisions apply to specific Segment Options, please see the “Performance Lock” heading of this section.

Participation Rate

The Participation Rate is a percentage that is multiplied by any positive Index Change, Aggregate Index Change, or ~~Aggregate~~Milestone Index Change, after the application of the Cap Rate, to calculate the Segment Credit for Index-Linked Segment Options. If the Participation Rate is higher than 100%, this may result in a Segment Credit that exceeds the Cap Rate. The Participation Rate is never applied to a negative Index Change. The initial Participation Rate is guaranteed for the first Segment Term Period only. A new Participation Rate will become effective on each Segment Start Date. The Participation Rate for each Buffer Segment Option ~~and Floor Segment Option~~ is guaranteed to never be less than the ~~Minimum~~minimum Participation Rate of 100%.

You will not know the Participation Rate for any Index-Linked Segment Option on the date the Contract is issued. But through our initial Segment Term Period Bailout Provision, we will provide you a Bailout Participation Rate that will be specified in your Contract ~~schedule~~Schedule. If the declared Participation Rate for a Segment Option to which you have allocated Contract Value is lower than the Bailout Rate specified in your Contract ~~schedule~~Schedule, you may cancel your Contract for sixty (60) days after your Contract Date and receive your Purchase Payment less any Withdrawals (see “Initial Segment Term Period Bailout Provision” for more information).

The Company determines daily indicative Participation Rates at the end of each Business Day for Segment Options and published them on our website, www.athene.com/amplify-rates. These indicative rates provide an estimate of how the Participation Rates may be set on the Initial Segment Start Date, but they should not be construed as any guarantee of or limitation on how the Company may set the Participation Rates used for your Contract. We reserve the right not to publish daily indicative rates for any reason we choose.38

At least fifteen calendar days before each Segment End Date, we will Notify you of the Participation Rate for each available Segment Option for the new Segment Term Period. The Participation Rate for a new Segment Term Period may be higher, lower or equal to the Participation Rate for the current Segment Term Period and may be significantly lower than the Bailout Rate provided for the first Segment Term Period, but will not be less than the Minimum Participation Rate of 100%. If the new Participation Rate is lower than your current Participation Rate, it will reduce your opportunity to receive a positive Segment Credit. You risk the possibility that the Participation Rate declared for a new Segment Term Period will be lower than you would find acceptable. You will have the choice of continuing in the Segment Option with the new Participation Rate or transferring your Segment Value to another available Segment Option. If the new Participation Rate is less than you find acceptable, you must give us Notice of your requested Transfer no later than two Business Days prior to your Segment Start Date. You may also request a Withdrawal of the Segment Value, subject to any applicable Interest Adjustment, Equity Adjustment and Withdrawal Charge (please see the section "Access to your Contract Value" beginning on page 39 for information on requesting a Withdrawal). If you do not provide us a Transfer request or withdraw the Segment Value you will stay in your current Segment Option, subject to the new Participation Rate, for the next Segment Term Period.

Table of Contents

may cancel your Contract for sixty (60) days after your Contract Date and receive your Purchase Payment less any Withdrawals (see “Initial Segment Term Period Bailout Provision” for more information).

The Company determines daily indicative Participation Rates at the end of each Business Day for Segment Options and published them on our website, www.athene.com/amplify2-rates. These indicative rates provide an estimate of how the Participation Rates may be set on the Initial Segment Start Date, but they should not be construed as any guarantee of or limitation on how the Company may set the Participation Rates used for your Contract. We reserve the right not to publish daily indicative rates for any reason we choose.

At least fifteen calendar days before each Segment End Date, we will Notify you of the Participation Rate for each available Segment Option for the new Segment Term Period. The Participation Rate for a new Segment Term Period may be higher, lower or equal to the Participation Rate for the current Segment Term Period and may be significantly lower than the Bailout Rate provided for the first Segment Term Period, but will not be less than the minimum Participation Rate of 100%. If the new Participation Rate is lower than your current Participation Rate, it will reduce your opportunity to receive a positive Segment Credit. You risk the possibility that the Participation Rate declared for a new Segment Term Period will be lower than you would find acceptable. You will have the choice of continuing in the Segment Option with the new Participation Rate or transferring your Segment Value to another available Segment Option. If the new Participation Rate is less than you find acceptable, you must give us Notice of your requested Transfer no later than two Business Days prior to your Segment Start Date. You may also request a Withdrawal of the Segment Value, subject to any applicable Interest Adjustment, Equity Adjustment and Withdrawal Charge (please see the section "Access to your Contract Value" for information on requesting a Withdrawal). If you do not exercise a Performance Lock, do not provide us a Transfer request, or withdraw the Segment Value, you will stay in your current Segment Option, subject to the new Participation Rate, for the next Segment Term Period. If you exercise a Performance Lock and do not instruct us otherwise, in most circumstances your Segment Value will be re-allocated to the same Segment Option that was locked for the next Segment Term Period. For additional details regarding how these provisions apply to specific Segment Options, please see the “Performance Lock” heading of this section.

Annual Interest Rate

The Annual Interest Rate is used in the calculation of Segment Credits for the Fixed Segment ~~Options~~Option. It is the rate of interest that is credited to the Segment Value over the Segment Term Period. The initial Annual Interest Rate is guaranteed for the first Segment Term Period only. If the Annual Interest Rate declared for the first Segment Term Period for a Segment Option to which you have allocated Contract Value is lower than the Bailout Rate specified in your Contract ~~schedule~~Schedule, you may cancel your Contract for sixty (60) days after your Contract Date and receive your Purchase Payment less any Withdrawals (see “Initial Segment Term Period Bailout Provision” for more information). A new Annual Interest Rate will become effective on each Segment Start Date. The Annual Interest Rate for ~~each~~the Fixed Segment Option is guaranteed to never be less than the ~~Minimum~~minimum Annual Interest Rate shown on your Contract ~~schedule~~Schedule. The ~~Minimum~~minimum Annual Interest Rate will not be less than 10.0015%.

At least fifteen calendar days before each Segment End Date, we will Notify you of the Annual Interest Rate for each available Segment Option for the new Segment Term Period. The Annual Interest Rate for a new Segment Term Period may be higher, lower, or equal to the Annual Interest Rate for the current Segment Term Period and may be significantly lower than the Bailout Rate provided for the first Segment Term Period, but will never be less than the ~~Minimum~~minimum Annual Interest Rate. You risk the possibility that the Annual Interest Rate declared for a new Segment Term Period will be lower than you would find acceptable. You will have the choice of continuing in the Segment Option with the new Annual Interest Rate, transferring your Segment Value to another available Segment Option, or withdrawing the Segment Value. Withdrawals will be subject to any applicable Interest Adjustment and Withdrawal Charge (please see the section "Access to your Contract Value" ~~beginning on page 39~~ for information on requesting a Withdrawal). If the new Annual Interest Rate is less than you find acceptable, you must give us Notice of a Transfer request no later than two Business Days prior to your Segment Start Date. If you do not exercise a Performance Lock for any Index-Linked Segment Option, do not inform us that you want to Transfer your Segment Value to another Segment Option, or withdraw the Segment Value, you will stay in your current Segment Option, subject to the new Annual Interest Rate, for the next Segment Term Period. If you exercise a Performance

Table of Contents

Lock for any Index-Linked Segment Option and do not instruct us otherwise, the Segment Value in the Fixed Segment Option will be re-allocated at the next Segment End Date according to the provisions described under the “Performance Lock” heading of this section.

Segment Term Period

The Segment Term Period for each Segment Option will be shown on the Contract ~~schedule~~Schedule. Segment Term Periods are one, two, or six years. Segment Options with six-year Segment Term Periods are not renewable. Upon expiration of each Segment Option with one and two-year Segment Term Periods, a new Segment Term Period will begin. Segment Options beyond the Withdrawal Charge Period will be limited to one-year Segment Term Periods. Please see the “Setting Your Segment Start ~~and~~Date, Segment End Date, and Observation Dates” section for further details.

Setting the Cap Rates, Participation Rates, Segment Fee, and Annual Interest Rates

The Company retains the right to change the current Cap Rate, Participation Rate, and Annual Interest Rate for each applicable Segment Option for each new Segment Term Period at its discretion, subject to the ~~Minimum~~minimum Cap Rate, ~~Minimum~~minimum Participation Rate, and ~~Minimum~~minimum Annual Interest Rate for each Segment Option. The Company considers a number of factors when determining whether to make such a change, including, but not limited to, the following:

a.•Changes in derivative, equity, and/or fixed income instrument valuations;

b.•Increases in hedging costs that have an impact on the Company’s ability to offer the Contract;

c.•Derivative market changes that impact availability and structure of derivative instruments used to hedge market risk associated with the reference indices;

d.•Negative fixed income instrument default experience realized by the Company;

e.•Changes in Company and/or ~~contract~~Contract cost structure due to regulatory or other business management concerns; and

f.•Unanticipated experience that varies from our actuarial assumptions.

We manage the market risk associated with our obligation to provide Segment Credits for Index-Linked Segment Options in part by trading call and put options and other derivative instruments on the available indices. The costs of the call and put options and other derivative instruments vary based on market conditions, and we may adjust future Cap Rates and Participation Rates based on these changes. You bear the risk that we may reduce the Cap Rate and Participation Rates for future Segment Term Periods, which will reduce the amount of positive Segment Credit that you may receive. We determine the applicable Cap Rates and Participation Rate for each Segment Option at our sole discretion. Rates offered on Segment Option renewals may be different from those offered to new investors.

34 We also consider various factors in determining the Buffer Rates, Milestone Thresholds, Segment Fees, and Annual Interest Rates at the time we issue the Contract, including available investment returns, the cost of our risk management techniques, sales commissions, administrative expenses, regulatory and tax requirements, general economic trends, and competitive factors. We determine the Buffer Rates, Milestone Thresholds, Segment Fees, and Annual Interest Rates at our sole discretion.

Performance Lock

The Performance Lock feature allows you to capture the Performance Lock Value of an Index-Linked Segment Option during the Segment Term Period. A Performance Lock may be exercised for any of the Index-Linked Segment Options to which funds are currently allocated.

You may exercise a Performance Lock for an Indexed-Linked Segment Option at any time during the Segment Term Period up to two Business Days prior to the end of the Segment Term Period. Only one Performance Lock may be exercised per Segment Term Period for each Index-Linked Segment Option. However, you may

Table of Contents

~~The~~exercise ~~costs~~a ofPerformance ~~the~~Lock ~~call~~at ~~and~~different ~~put~~times ~~options~~for ~~and~~each ~~other~~Index-Linked ~~derivative~~Segment ~~instruments~~Option ~~vary~~so ~~based~~long onas ~~market~~you ~~conditions,~~do ~~and~~so weup ~~may~~to ~~adjust~~two ~~future~~Business ~~Cap~~Days ~~Rates~~prior ~~and~~to ~~Participation Rates based on these changes. You bear~~ the ~~risk~~end ~~that~~of ~~we may reduce~~ the ~~Cap Rate and Participation Rates for future~~ Segment Term ~~Periods,~~Period ~~which~~for ~~will~~that ~~reduce the amount of positive~~ Segment ~~Credit~~Option. ~~that~~A ~~you~~Performance Lock may ~~receive.~~not Webe ~~determine~~applied ~~the~~retroactively ~~applicable~~and ~~Cap~~can ~~Rates~~only ~~and~~be ~~Participation~~exercised ~~Rate~~ for ~~each~~the entire Segment ~~Option~~Value. atPartial ~~our~~Performance ~~sole~~Locks ~~discretion.~~of ~~Rates~~the ~~offered on~~ Segment ~~Option~~Value ~~renewals~~are ~~may~~not ~~be different from those offered to new investors~~permitted.

WeOnce ~~also~~you ~~consider~~exercise ~~various~~a ~~factors~~Performance inLock ~~determining~~for ~~the~~a ~~Floor~~given ~~Rates,~~Index-Linked ~~Buffer Rates,~~ Segment ~~Fees~~Option, ~~and~~it ~~Annual~~is ~~Interest~~irrevocable ~~Rates~~for atthat ~~the~~Segment ~~time~~Term wePeriod. ~~issue~~At the ~~Contract,~~end ~~including available investment returns, the cost~~ of ~~our~~that ~~risk~~Segment ~~management~~Term ~~techniques~~Period, ~~sales~~you ~~commissions,~~may ~~administrative~~choose ~~expenses,~~to ~~regulatory~~exercise ~~and~~a ~~tax~~Performance ~~requirements,~~Lock ~~general~~during ~~economic trends, and competitive factors. We determine~~ the ~~Floor~~next ~~Rates,~~Segment ~~Buffer~~Term ~~Rates,~~Period ~~Segment~~if ~~Fees,~~funds ~~and~~are ~~Annual~~again ~~Interest~~allocated ~~Rates~~to atan ~~our~~Index-Linked ~~sole~~Segment ~~discretion~~Option.

When you exercise a Performance Lock, we will use the Performance Lock Value calculated at the end of the Business Day we receive your request in Good Order. As this value is calculated at the end of the Business Day, this means you won't be able to determine your Performance Lock Value in advance. Therefore, the Performance Lock Value you capture may be higher or lower than it was at the point in time you requested a Performance Lock. Performance Lock requests will be permitted up to two Business Days prior to a Segment End Date. If we receive a request in Good Order on a non-Business Day or after close of a Business Day, the request will be deemed to be received on the next Business Day. For requests submitted in writing, we do not consider the request to be received until it arrives at our Administrative Office.

Once a Performance Lock is exercised, the locked Index-Linked Segment Option will not receive a Segment Credit on the Segment End Date. Instead, the Performance Lock Value for that Segment Option will be transferred on the Performance Lock Date to the one-year Fixed Segment Option, where it will accrue interest daily for the remainder of the one-year Fixed Segment Term Period. This means that the Segment Term Period for any Index-Linked Segment Option for which you exercise a Performance Lock will conclude at the end of the current one-year Fixed Segment Term Period, even if the original Segment End Date was later. Following the transfer, the terms of the Fixed Segment Option (Segment Start Date, Segment End Date, and Annual Interest Rate) will match the existing terms for the current one-year Fixed Segment Term Period.

At the end of the one-year Fixed Segment Term Period, the Fixed Segment Value will automatically be re-allocated proportionately to each Index-Linked Segment Option for which you exercised a Performance Lock, unless you instruct otherwise. Subject to availability, a new Segment Term Period will begin at that time. Please note that six-year Segment Options are only available in the first Contract Year, and two-year Segment Options are only available during the first six Contract Years. The proportional mechanism is intended to re-allocate the Fixed Segment Value based on the relative amounts that were transferred to the Fixed Segment Option through the exercise of Performance Locks. If you would like different allocations for the next Segment Term Period, you may request to do so per the terms of Section 9 ("Transfers on Segment End Dates"). The proportional re-allocation is based on the following formula:

A x (B / (C + D)), where:

A.is the one-year Fixed Segment Option Segment Value on the Segment End Date;

B.is the Performance Lock Value for a given Index-Linked Segment Option on its Performance Lock Date;

C.is the existing one-year Fixed Segment Option Segment Value on the first Performance Lock Date during the current Segment Term Period (before the transfer of the Performance Lock Value); and

D.is the sum of the Performance Lock Values for each Index-Linked Segment Option that exercised a Performance Lock during the current Segment Term Period.

At the next Segment End Date (for the one-year Fixed Segment Option) following a Performance Lock, the resulting amount from this formula will be transferred to the same Index-Linked Segment Option for which the Performance Lock was exercised if the same Index-Linked Segment Option is available. If a Performance Lock was exercised for a two-year or six-year Segment Option that is no longer available, the resulting amount from this formula will be transferred to that Segment Option’s one-year counterpart. If a one-year counterpart is not available, the resulting amount from this formula will remain in the Fixed Segment Option unless you instruct otherwise. Additionally, unless you instruct otherwise, the resulting amount from A x (C / (C + D)) will remain in the Fixed Segment Option, which represents the funds that were originally in the Fixed Segment Option before funds from other Segment Options were transferred via Performance Lock. It is important to note that six-year Segment Options are only available in the first Contract Year. Exercising a Performance Lock on a six-year Segment Option means

Table of Contents

you will not have the ability to re-allocate to a six-year Segment Option. For examples of the transfer and re-allocation mechanics when a Performance Lock is exercised, please see Appendix B.

A Performance Lock can help eliminate uncertainty regarding future Reference Index performance and potentially limit the impact of a negative Segment Credit you would otherwise receive. It also allows you transfer the Segment Value out of an Index-Linked Segment Option before the Segment End Date. The disadvantage of exercising a Performance Lock is that the Reference Index could increase between the Performance Lock Date and the Segment End Date, and you will not participate in that increase. In addition, if you exercise a Performance Lock, you may receive less than the full protection of the Buffer compared to what you would have received if you waited for us to apply the Segment Credit on the Segment End Date.

Initial Segment Term Period Bailout Provision

We declare the Cap Rate, Participation Rate and Annual Interest Rate for the initial Segment Term Period on the Segment Start Date. You will not know the applicable rates at the time you purchase your Contract. But if the declared Cap Rate, Participation Rate or Annual Interest Rate for a Segment Option to which you have allocated Contract Value is lower than the Bailout Rate specified in your Contract ~~schedule~~Schedule, you may cancel the Contract during the first sixty (60) days after your Contract Date and receive your Purchase Payment less any Withdrawals. No Withdrawal Charge, Interest Adjustment, or Equity Adjustment will apply and Segment Fees will not be deducted if you exercise this provision. Interest accrued in the Holding Account will not be refunded if this provision is exercised. The Bailout Rate will be available to you when you submit your application.

Taking advantage of this provision may have tax consequences. You should consult your Financial Professional and/or tax advisor for more information.

9. Transfers on Segment End Dates

Transfers Between Segment Options by Request

At least fifteen calendar days prior to the Segment End Date, we will Notify you of the Cap Rates, Participation Rates, and Annual Interest Rates applicable to available Segment Options for the next Segment Term Period. Cap Rates, Participation Rates, and Annual Interest Rates offered at renewal may be different from the Cap Rates, Participation Rates, and Annual Interest Rates offered to new investors. If you want to transfer Segment Value to one or more Segment Option(s), you must Notify us at least two Business Days prior to the next Segment Start Date. Each Segment Option from which you transfer Contract Value must be at the end of a Segment Term Period. If you do not exercise a Performance Lock and you do not provide us Notice requesting a transfer or ~~Withdraw~~withdraw Segment Value on the Segment End Date, your Segment Value will remain in the same Segment Option(s), subject to the new Cap Rates, Participation Rates, and Annual Interest Rates, as applicable. If you exercise a Performance Lock and do not instruct us otherwise, transfers between Segment Options at the next Segment End Date will function according to the provisions described under the “Performance Lock” heading of Section 8. Cap Rates, Participation Rates, and Annual Interest Rates for the new Segment Term Period will not change from the date you receive the renewal letter to the next Segment Start Date.

Segment Options with a six-year Segment Term Period are not renewable. If you do not request a transfer of the Segment Value of an expiring Segment Option with a six-year Segment Term Period, exercise a Performance Lock, or withdraw the Segment Value, we will allocate the Segment Value to the Fixed Segment Option ~~with the shortest Segment Term Period~~. Segment Options beyond the Withdrawal Charge Period will be limited to one-year Segment Term Periods. Segment Options with a two-year Segment Term Period expiring on or after the last day of the Withdrawal Charge Period will automatically transfer their Segment Value to their one-year ~~counterparts~~counterpart, if available, at the end of the Segment Term Period, unless you instruct otherwise. For example, if you were allocated to the 2-year ~~Floor~~Buffer Segment Option using the Point-to-Point Crediting Method with a Buffer Rate of 10% and MSCI EAFE as the Reference Index at the end of the Withdrawal Charge Period, your Segment Value would be automatically transferred on the Segment End Date to the 1-year ~~Floor~~Buffer Segment Option using the Point-to-Point Crediting Method with a Buffer Rate of 10% and MSCI EAFE as the Reference Index, unless you instruct otherwise. If a one-year counterpart is not available, we will allocate the Segment Value to the Fixed Segment Option, unless you instruct otherwise.

3542

Table of Contents

10. Contract Values

Withdrawals from Contract Value will be subject to an Interim Value calculation and the deduction of any applicable Withdrawal Charge. The proceeds you receive from the Withdrawal in the form of a partial Withdrawal, a surrender of the Contract, or the payment of the Death Benefit will be calculated by applying the Interim Value calculation to the Contract Value, as described below, and deducting any applicable Withdrawal Charge from the Interim Value.

We will calculate your Interim Value at the end of each Business Day and will publish the value on our customer portal (www.athene.com/MyAthene) on the following Business Day. We reserve the right to not publish the Interim Value for any reason we choose. You may determine the Interim Value as of the previous Business Day by calling our Administrative Office. The Interim Value is equal to the sum of the Segment Interim Values.

Contract Value

Contract Value at any time is equal to the sum of the Segment Values.

Segment Value

The Segment Value for any Segment Option on the initial Segment Start Date is the amount of the Purchase Payment and Holding Account interest allocated to the Segment Option. On any other day, your Segment Value for a Segment Option is equal to A - B + C + D - E - F, where:

A is the Segment Value as of the previous day;

B is the Segment Fee amount deducted from the Segment Option on this date;

C is the amount of any Segment Credit applied to the Segment Option on this date;

D is any amount transferred from your Contract’s other Segment Options to this Segment Option on this date;

E is any amount transferred from this Segment Option to your Contract’s other Segment Options on this date; and

F is any Withdrawals deducted from the Segment Option on this date.

Index-Linked Segment Option Segment Credits will be applied ~~and~~only ~~transfers~~on a Segment End Date. Transfers to and from a Segment Option will occur only on a Segment End Date, except for a transfer to the Fixed Segment Option due to the exercise of a Performance Lock.

Segment ~~Credit~~Credits applied to your Segment Value and any transfer ~~request~~requests will be reflected on your next account statement. You may determine the amount of any Segment Credit that has accrued to ~~any~~the Fixed Segment Option by calling our Administrative Office. Unless you have requested transfers or exercised a Performance Lock, your Segment Value at the beginning of the new Segment Term Period will equal your Segment Value as of the Segment End Date after the application of the Segment Credit.

Segment Interim Value

The Interim Value calculation consists of two parts: an Interest Adjustment and an Equity Adjustment, which are calculated separately for each Segment Option to which you allocate Contract Value. An Interest Adjustment will apply if you take a Withdrawal from athe Fixed Segment Option or an Index-Linked Segment Option at any time during the first six Contract Years, including on a Segment End Date. An Equity Adjustment will apply if you take a Withdrawal from an Index-Linked Segment Option on any date other than a Segment End Date. The Segment Interim Value is equal to the Segment Value adjusted for any applicable Interest Adjustment and Equity Adjustment.

The purpose of the Interim Value calculation is to approximate changes in the market value of debt securities and derivative instruments supporting your Contract, which we sell to fund the Withdrawal. The Interest

3643

Table of Contents

Adjustment, which may be positive or negative, ~~reflects~~is designed to approximate changes in the value of debt instruments based on changes in market interest rates. The Equity Adjustment, which also may be positive or negative, ~~reflects~~is designed to approximate the changes in the value of derivative instruments that hedge market risks associated with our contractual obligation to apply Segment Credits to Index-Linked Segment Options, ~~based~~ on the ~~performance of the Reference Index on the~~ Segment End Date. The Withdrawal proceeds you receive will reflect positive or negative adjustments assessed by way of any applicable Interest Adjustment and Equity Adjustment as well as the deduction of any applicable Withdrawal Charge.

On any day, the Segment Interim Value for an Index-Linked Segment Option is equal to A + B + C, where:

A.is the Segment Value on this date;

B.is any applicable Interest Adjustment on this date; and

C.is any applicable Equity Adjustment on this date.

The Equity Adjustment is equal to zero on any Segment End Date.

On any day, the Segment Interim Value for ~~any~~the Fixed Segment Option is equal to A + B, where:

A.is the Segment Value on this date; and

B.is any applicable Interest Adjustment on this date.

For examples of how we calculate the Segment Interim Value, please see Appendix A.

Interest Adjustment

The Company invests in fixed income assets to support the value of the Segment Options. Upon any Withdrawal, including annuitization, death, partial Withdrawal, or surrender, the Company must sell a portion of these assets. The Interest Adjustment is a positive or negative adjustment that approximates the change in value of the fixed income assets that are sold to fund any distribution from the Contract. It is applied consistently across all Segment Options available in the Contract and does not relate specifically to any particular fixed income assets supporting the Contract. The Interest Adjustment applies only during the first six Contract Years (when a Withdrawal Charge ~~may~~will apply to Withdrawals in excess of the Free Withdrawal amount). The Interest Adjustment is equal to zero after the expiration of the Withdrawal Charge Period.

On any day, the total Interest Adjustment for any Segment Option equals (A x B) where:

A.is the Segment Value on this date, immediately prior to any Withdrawal; and

B.is the Interest Adjustment Factor.

The Interest Adjustment Factor for any Segment Option equals (RN/12 -1), where:

N is the number of complete months remaining before the Withdrawal Charge Period expires; and

R is equal to (1 + A) / (1 + B), where:

A.is the Beginning Interest Adjustment index value; and

B.is the Closing Interest Adjustment index value.

The Interest Adjustment index is the 7 Year Point on the A Rated US Bloomberg Fair Value Curve, a bond index published by Bloomberg. The Beginning Interest Adjustment index value is equal to the closing price of the Interest Adjustment index on the Contract Date. The Closing Interest Adjustment index value is equal to the closing price of the Interest Adjustment index on the day we calculate the Segment Interim Value.

~~If the closing price of the Interest Adjustment index on the day the Interest Adjustment is calculated is~~ 44

Table of Contents

If the closing price of the Interest Adjustment index on the day the Interest Adjustment is calculated is greater than the closing price of the index on the Contract Date, the Interest Adjustment will be negative and will decrease the Segment Interim Value. If the closing price of the Interest Adjustment index on the day the Interest Adjustment is calculated is less than the than the closing pricing of this index on the Contract Date, the Interest Adjustment will be positive and will increase the Segment Interim Value.

You may obtain the daily price of the Interest Adjustment index by contacting us. If a closing price of the Interest Adjustment index is not available on any day for which a closing price is needed, then the closing price as of the first preceding Business Day for which a closing price is available will be used.

If the Interest Adjustment index is discontinued, we are unable for any reason to utilize it, or the calculation of these values are substantially changed, we may substitute another method of determining the values that will be used in the above calculation and will inform you of such change at your last known address on file with us.

Equity Adjustment

The Equity Adjustment is a positive or negative adjustment designed to approximate the change in market value of the derivative instruments that hedge risks associated with our obligation to apply Segment Credits to Index-Linked Segment Options. It does not relate to any particular derivative instrument(s) supporting the Contract. The adjustment accounts for the applicable Cap Rate, Participation Rate, Buffer Rate, the Index Allocation ~~Percentages~~Percentage for the Performance Blend Segment Option, ~~Buffer~~and ~~Rate~~the orMilestone ~~Floor~~Threshold ~~Rate~~for Milestone Lock Segment Options by using the Black-Scholes pricing model to track the value of a hypothetical set of derivatives on days other than a Segment End Date. The inputs used in the Black-Scholes method are consistent with market prices, and include relevant adjustments that reflect the estimated cost of entering the hypothetical derivative positions on the Segment Start Date and exiting the hypothetical ~~derivatives~~derivative positions before the Segment End Date. These adjustments are often referred to as a "bid/offer spread," and they will reduce the Segment Interim Value to reflect the transaction costs associated with trading derivative instruments. The Equity Adjustment Factor represents the difference between the value of the hypothetical derivatives on a given date before the Segment End Date and the value of the hypothetical derivatives on the Segment Start Date, adjusted for the number of whole years elapsed in the Segment Term Period. The Equity Adjustment may be negative even when the value of the Reference Index has increased or has declined less than the Buffer Rate for a Buffer Segment Option. ~~Similarly, the Equity Adjustment may reduce the Segment Interim Value of a Floor Segment Option by more than the applicable Floor Rate.~~

On any Segment End Date, the Equity Adjustment will be equal to zero and will not result in any adjustment to a Withdrawal. You may avoid an Equity Adjustment by taking Withdrawals on a Segment End Date.

The total Equity Adjustment for any Index-Linked Segment Option equals (A x B) where:

A.is the Segment Value on this date, immediately prior to any Withdrawal; and

B.is the Equity Adjustment Factor applicable to that Segment Option.

The following hypothetical derivatives are utilized in the calculation of the Equity Adjustment Factor for ~~the~~ Buffer Segment Options ~~and/or~~using ~~Floor~~the ~~Segment~~Point-to-Point ~~Options~~Crediting Method:

a.•At-the-money call (ATM Call): This is an option to buy a position in the Reference Index on the next Segment End Date at a strike price equal to the price of the index on the Segment Start Date;

b.•Out-of-the-money call (OTM Call): This is an option to buy a position in the Reference Index on the next Segment End Date at a strike price equal to the price of the index on the Segment Start Date x (1 + Cap Rate);

c.•Out-of-the-money put (OTM Put): This is an option to sell a position in the Reference Index on the next Segment End Date at a strike price equal to the price of the index on the Segment Start Date x (1~~-Buffer~~ ~~Rate) or with a strike price equal to the price of the index on the Segment Start Date x (1~~ - ~~Floor~~Buffer Rate)~~, depending on which Segment Option is being evaluated~~; ~~and~~

~~d.At-the-money put (ATM Put): This is an option to sell a position in the Reference Index on the next Segment End Date at a strike price equal to the price of the index on the Segment Start Date.~~45

Table of Contents

~~For~~The ~~Buffer~~following ~~Segment~~hypothetical ~~Options,~~derivatives ~~the~~are ~~value~~utilized ofin the ~~derivative~~calculation ~~instruments is equal to (ATM Call - OTM Call) x Participation Rate - OTM Put. For Floor Segment Options, the value~~ of the ~~derivative~~Equity ~~instruments~~Adjustment isFactor ~~equal~~for toMilestone ~~(ATM~~Lock ~~Call~~Segment ~~- OTM Call) x Participation Rate - ATM Put + OTM Put.~~Options:

~~The~~•At-the-money ~~hypothetical~~ call ~~options~~ (ATM Call ~~and OTM Call~~): ~~are~~This ~~intended to value the potential for increases in the Reference Index up to the applicable Cap Rate. As shown in the formulas above, the resulting difference~~ is ~~multiplied~~an ~~by the applicable Participation Rate. For Buffer Segment Options, the hypothetical out-of-the-money put~~ option ~~(OTM Put) is intended~~ to ~~value~~buy ~~the~~a ~~potential~~position ~~for decreases~~ in the Reference Index inon ~~excess of~~ the ~~applicable~~next ~~Buffer Rate. For Floor~~ Segment ~~Options,~~End ~~the~~Date ~~hypothetical~~ at~~-the-money~~ ~~put~~a ~~option~~strike ~~(ATM~~price ~~Put)~~equal ~~is intended~~ to ~~value~~ the ~~potential~~price ~~for decreases in the Reference Index, and the hypothetical out-~~of~~-the-money~~ ~~put option (OTM Put) is intended to value~~ the ~~protection~~index ~~provided~~on by the ~~applicable~~most ~~Floor~~recent ~~Rate.~~Milestone Date;

~~The~~•Out-of-the-money ~~Equity~~call ~~Adjustment~~(OTM ~~Factor~~Call): ~~for~~This ~~any~~is an option to buy a position in the Reference Index on the next Segment ~~Option~~End isDate at a strike price equal to Athe -price Bof the index on the most recent Milestone Date x (1 -+ ~~Y),~~Cap ~~where:~~Rate);

•Out-of-the-money put (OTM Put): This is an option to sell a position in the Reference Index on the next Segment End Date at a strike price equal to the price of the index on the most recent Milestone Date x (1 - Buffer Rate);

For Buffer Segment Options, the value of the derivative instruments is equal to (ATM Call - OTM Call) x Participation Rate - OTM Put.

The hypothetical call options (ATM Call and OTM Call) are intended to value the potential for increases in the Reference Index up to the applicable Cap Rate. As shown in the formulas above, the resulting difference is multiplied by the applicable Participation Rate. For Buffer Segment Options, the hypothetical out-of-the-money put option (OTM Put) is intended to value the potential for decreases in the Reference Index in excess of the applicable Buffer Rate.

The Equity Adjustment Factor for any Buffer Segment Option using the Point-to-Point Crediting Method is equal to A - B x (1 - Y), where:

A is the value of the derivative instruments on the day we calculate the Segment Interim Value;

B is the value of the derivative instruments on the Segment Start Date; and

Y is the number of whole years elapsed from the Segment Start Date to the day we calculate the Segment

Interim Value, divided by the Segment Term Period.

The Performance Blend Segment Option requires additional steps to determine the Equity Adjustment Factor:

e.•For A and B defined above, the value of the derivative instruments for each of the underlying indices is calculated independently using the Black-Scholes Method.

f.•Weights are assigned based on the relative value of the derivative instruments across the underlying indices to produce an aggregate derivative instrument value for the Performance Blend Segment Option.

i.•50% weight is assigned to the index with the highest value of derivative instruments on the date in question;

~~ii.~~•30% weight is assigned to the index with the second highest value of derivative instruments on the date in question; and

~~iii.~~•20% weight is assigned to the index with the lowest value of derivative instruments on the date in question.

~~For~~The anEquity ~~example~~Adjustment ofFactor ~~how~~for weMilestone ~~calculate~~Lock ~~Equity~~Segment ~~Adjustment~~Options ~~Factor~~will ~~for~~take ainto ~~Performance~~account ~~Blend~~any ~~Segment~~previously ~~Option,~~determined ~~please~~Milestone ~~see~~Credit ~~Appendix~~Percentages Aand resets of buffer protection. It is equal to [A x (1 + C) + C] - [B x (1 - Y)], where:

A is the value of the derivative instruments on the day we calculate the Segment Interim Value;

B is the value of the derivative instruments on the Segment Start Date;

C is the result of the following calculation: add one to each Milestone Credit Percentage, then multiply

each of these sums together, then subtract one from the result; and

Table of Contents

Y is the number of whole years elapsed from the Segment Start Date to the day we calculate the Segment

Interim Value, divided by the Segment Term Period.

For an example of how we calculate the Equity Adjustment Factor for the Performance Blend Segment Option and Milestone Lock Segment Options, please see Appendix A.

The following Black-Scholes Method inputs are used in the calculation of the Equity Adjustment:

g. • Volatility - This input varies with the amount of time remaining in the Segment Term Period and the ratio of the ~~current~~strike price to the ~~strike~~current price (referred to as the moneyness of the option) at the time of the calculation.

To derive a volatility input for each hypothetical option, we use daily quotes of implied volatility that we receive from independent third-parties. Implied volatility quotes are obtained for two at-the-money options with the closest maturity before and after the Segment End Date of your Segment Option, as well as for the two options with the same maturity as your Segment Option and with the closest moneyness value above and below the moneyness of each hypothetical option.

We calculate the implied volatility input of each hypothetical option as follows:

1.Calculate the implied volatility of an option with the same moneyness as each hypothetical option, but with the closest maturity before the Segment End Date by linearly interpolating between:

a.An option with the closest maturity before the Segment End Date, but with the closest moneyness above the moneyness of each hypothetical option; and

Table of Contents

b.An option with the closest maturity before the Segment End Date, but with the closest moneyness below the moneyness of each hypothetical option.

2.Calculate the implied volatility of an option with the same moneyness as each hypothetical option, but with the closest maturity after the Segment End Date by linearly interpolating between

a.An option with the closest maturity after the Segment End Date, but with the closest moneyness above the moneyness of each hypothetical option; and

b.An option with the closest maturity after the Segment End Date, but with the closest moneyness below the moneyness of each hypothetical option.

3.Calculate the implied volatility input for each hypothetical option by linearly interpolating between (1) and (2) above.

~~aIndex~~•Index Dividend Yield - On a daily basis we will receive the average annual dividend yield across the Reference Index for each Segment Option, as provided by an independent third-party.

~~bSwap~~•Swap Rate - We use key derivative swap rates provided by an independent third-party. Swap rates are obtained for maturities adjacent to the actual time remaining in the Segment Term Period at the time of the calculation. We use linear interpolation to derive the exact remaining duration rate needed as the input.

The Company has selected service providers from which it obtains the implied volatility, dividend yield and swap rate inputs used in the Equity Adjustment calculation. If any of these inputs becomes unavailable, the Company, in its sole discretion, will select a new input for use in the calculation. In making this selection, the Company will endeavor to prevent any material impact on the calculation of the Equity Adjustment.

The swap rate the Company selected is based on LIBOR, a widely used interest rate, which is being discontinued. The LIBOR based swap rate is expected to become unavailable as of June 30, 2023. The Company is in the process of selecting a different swap rate to replace the LIBOR based swap rate when it becomes unavailable. The Company may select among several swap rates to prevent the transition from the LIBOR based swap rate from having a material impact on the calculation of the Equity Adjustment. Please see the "Company Related Risk Factors – Uncertainty Relating to LIBOR" section for further details. 47

Table of Contents

Access to your Contract Value

During the Accumulation Phase before the Death Benefit becomes payable under the Contract, you may request a partial Withdrawal or surrender your Contract. The minimum Withdrawal you may request from your Contract at any time is $500. Any partial Withdrawal or surrender will be subject to any applicable Interest Adjustment and an Equity Adjustment, and any partial Withdrawals in excess of the Free Withdrawal amount or any surrender during the first six Contract Years will also be subject to a Withdrawal Charge. If you request a partial Withdrawal that causes your Contract Value to be less than $2,000, we will treat the request as a surrender of the Contract for the entire Contract Value.

Proceeds payable on a partial Withdrawal or surrender may be reduced by any applicable Interest Adjustment, Equity Adjustment or Withdrawal Charge. The Interest Adjustment, which applies to all Withdrawals and surrenders during the first six Contract Years, will be negative if the Interest Adjustment index has risen since your Contract Date. The Equity Adjustment, which applies to partial Withdrawals and surrenders from Index-Linked Segment Options before the Segment End Date, may be negative even when the value of the Reference Index has increased or declined less than the Buffer Rate for a Buffer Segment Option. ~~Similarly, the Equity Adjustment may reduce the Segment Interim Value of a Floor Segment Option by more than the applicable Floor Rate.~~ During the first six Contract Years, the Withdrawal Charge will further reduce proceeds payable on a partial Withdrawal greater than the Free Withdrawal amount or on a surrender of the Contract.

40 The calculation of the Interest Adjustment will be identical for each Segment Option. The calculation of the Equity Adjustment will differ between Segment Options depending on the length of the Segment Term Period and the time remaining in the Segment Term Period. These differences depend on current market conditions and cannot be known in advance. If you have allocated funds to multiple Segment Options, you should discuss with your Financial Professional before taking a Withdrawal to evaluate whether to take a Withdrawal from a particular Segment Option. Withdrawals or surrenders may also be subject to income tax and to an additional 10% federal penalty tax if made before the Owner is age 59 1/2 (see the “Tax Information” section for additional information). You should consult your tax advisor before taking a Withdrawal.

~~Table~~ To request a partial Withdrawal or surrender, you must submit written Notice in Good Order to our Administrative Office. You must provide the consent of ~~Contents~~all Owners and irrevocable Beneficiaries before we will process the Withdrawal request. Your Notice must specify the amount that is to be withdrawn, either as a total dollar amount or as a percentage of the Contract Value. Unless you direct otherwise, we will take the Withdrawal first from the Fixed Segment Option. To the extent there are not enough funds in the Fixed Segment Option to cover a partial Withdrawal, we will deduct the remaining balance from other Segment Options, beginning with Segment Options that have the shortest Segment Term Period. If you have multiple Segment Options with the same Segment Term Period, we will deduct the remaining balance pro rata across those Segment Options.

~~The~~Values ~~calculation~~are ofdetermined at the ~~Interest~~end ~~Adjustment~~of ~~will~~each beBusiness ~~identical~~Day. ~~for~~If ~~each~~we ~~Segment~~receive ~~Option~~a written Notice in Good Order by 4:00 p.m. ~~The~~Eastern ~~calculation~~Time ofon ~~the~~a ~~Equity~~Business ~~Adjustment~~Day, the request will ~~differ~~use ~~depending~~the onvalues ~~whether~~calculated at the ~~Segment~~end ~~Option~~of isthat Business Day. If we receive a ~~Floor~~written ~~Segment~~Notice ~~Option~~in orGood ~~Buffer~~Order ~~Segment~~after ~~Option~~4:00 p.m. Eastern Time, the ~~length~~request ofwill use the ~~Segment~~values ~~Term~~calculated ~~Period,~~at ~~and~~ the ~~time~~end ~~remaining~~of in the ~~Segment~~next ~~Term~~Business ~~Period~~Day. ~~These~~You ~~differences~~may ~~depend~~request ona ~~current~~partial ~~market~~Withdrawal ~~conditions~~or ~~and~~surrender ~~cannot~~up beto ~~known~~60 days in advance. IfFor example, you ~~have~~may ~~allocated~~submit ~~funds~~a towritten ~~multiple~~request ~~Segment~~for ~~Options,~~a ~~you~~partial ~~should~~Withdrawal ~~discuss~~or ~~with~~surrender ~~your~~on ~~Financial~~a ~~Professional~~Segment ~~before~~End ~~taking~~Date aup ~~Withdrawal~~ to ~~evaluate~~60 ~~whether~~days tobefore ~~take~~the aSegment ~~Withdrawal~~End ~~from~~Date. aThe ~~particular~~value ~~Segment~~of ~~Option.~~any ~~Withdrawals~~partial Withdrawal or ~~surrenders~~surrender ~~may~~that ~~also~~is requested in advance will be ~~subject~~calculated toon ~~income~~the ~~tax~~Business ~~and~~Day tothat anthe ~~additional~~partial ~~10%~~Withdrawal ~~federal~~or ~~penalty~~surrender ~~tax~~occurs. ~~(see~~All ~~the~~partial ~~“Tax~~Withdrawals ~~Information”~~and ~~section~~surrenders ~~for~~that ~~additional~~occur ~~information).~~on ~~You~~the ~~should~~same ~~consult~~Business ~~your~~Day ~~tax~~will ~~advisor~~be ~~before~~combined ~~taking~~for athe ~~Withdrawal~~purpose of calculating Segment Interim Values.

To request a partial Withdrawal or surrender, you must submit Notice in Good Order to our Administrative Office. You must provide the consent of all Owners and irrevocable Beneficiaries before we will process the Withdrawal request. Your Notice must specify the amount that is to be withdrawn, either as a total dollar amount or as a percentage of the Contract Value. Unless you direct otherwise, we will take the Withdrawal first from the Fixed Segment Options, beginning with the Fixed Segment Option with the shortest Segment Term Period. To the extent there are not enough funds in the Fixed Segment Options to cover a partial Withdrawal, we will deduct the remaining balance from other Segment Options, beginning with Segment Options that have the shortest Segment Term Period. If you have multiple Segment Options with the same Segment Term Period, we will deduct the remaining balance pro rata across those Segment Options.

Values are determined at the end of each Business Day. If we receive a Notice in Good Order by 4:00 p.m. Eastern Time on a Business Day, the request will use the values calculated at the end of that Business Day. If we receive a Notice in Good Order after 4:00 p.m. Eastern Time, the request will use the values calculated at the end of the next Business Day. You may request a partial Withdrawal or surrender up to 60 days in advance. For example, you may submit a request for a partial Withdrawal or Surrender on a Segment End Date up to 60 days before the Segment End Date. The value of any partial Withdrawal or surrender that is requested in advance will be calculated on the Business Day that the partial Withdrawal or Surrender occurs. All partial Withdrawals and surrenders that occur on the same Business Day will be combined for the purpose of calculating Segment Interim Values.

We may defer payments we make under your Contract for up to six months if the insurance regulatory authority of the state in which we issued the Contract approves such deferral. We will apply interest to the deferred payments, if required by state law.

4148

Table of Contents

The Example below shows the effect of a Withdrawal, the Equity Adjustment, and the Interest Adjustment on the remaining Segment Value and the proceeds paid to the ~~Contract~~ Owner.

Example 8 - Effect of a Withdrawal on the Segment Interim Value
Example 9 - Effect of a Withdrawal on the Segment Interim Value
Equity Adjustment Factor	-16.89%
Interest Adjustment Factor	2.77%
Contract Value on the previous Contract Anniversary	$	100,000.00
Immediately Before Withdrawal
Segment Value	$	99,525.00
Total Equity Adjustment	$	(16,809.77)	1
Total Interest Adjustment	$	2,756.84	2
Segment Interim Value	$	85,472.07
Withdrawal
Withdrawal Amount	$	20,000.00
Equity Adjustment attributable to the Withdrawal	$	(3,378.00)	3
Interest Adjustment attributable to the Withdrawal	$	554.00	4
Withdrawal Charge	$	(800.00)	5
Net Withdrawal Amount paid to Contract Owner	$	16,376.00
Net Withdrawal Amount paid to Owner	$	16,376.00
Immediately After Withdrawal
Resulting Segment Value	$	79,525.00

(1) Total Equity Adjustment = 99,525 x -16.89% = (16,809.77)

(2) Total Interest Adjustment = 99,525 x 2.77% = 2,756.84

(3) Equity Adjustment attributable to Withdrawal = 20,000 x -16.89% = (3,378.00)

(4) Interest Adjustment attributable to Withdrawal = 20,000 x 2.77% = 554.00

(5) Assumes 8% Withdrawal Charge applies and that no other Withdrawals have occurred since the last Contract

Anniversary. 10% of the 100,000 may be taken without a Withdrawal Charge under the Free Withdrawal

provision, so only the remaining 20,000 - 10,000 = 10,000 is charged.

Free Withdrawals

A Free Withdrawal is a Withdrawal amount on which no Withdrawal Charges apply. AnHowever, an Interest Adjustment and Equity Adjustment will still apply. The Free Withdrawal amount available in any Contract Year is equal to 10% of the Contract Value as of the previous Contract Anniversary. Any unused portion of the Free Withdrawal amount for a Contract Year cannot be carried over to the following Contract Year.

If the amount of a partial Withdrawal in any Contract Year exceeds the Free Withdrawal amount for that Contract Year, the excess Withdrawal will be subject to any applicable Withdrawal Charge. If the Owner surrenders the Contract, a Withdrawal Charge will be applied to any Free Withdrawal previously taken during the same Contract Year.

4249

Table of Contents

The Example below shows the effect of the Free Withdrawal amount on the remaining Segment Value and the proceeds paid to the ~~Contract~~ Owner.

Example 9 - Effect of a Free Withdrawal on the Segment Interim Value
Example 10 - Effect of a Free Withdrawal on the Segment Interim Value
Equity Adjustment Factor	-16.89%
Interest Adjustment Factor	2.77%
Contract Value on the previous Contract Anniversary	$	100,000.00
Immediately Before Withdrawal
Segment Value	$	99,525.00
Total Equity Adjustment	$	(16,809.77)	1
Total Interest Adjustment	$	2,756.84	2
Segment Interim Value	$	85,472.07
Withdrawal
Withdrawal Amount	$	10,000.00
Equity Adjustment attributable to the Withdrawal	$	(1,689.00)	3
Interest Adjustment attributable to the Withdrawal	$	277.00	4
Withdrawal Charge	$	—
Net Withdrawal Amount paid to Contract Owner	$	8,588.00
Net Withdrawal Amount paid to Owner	$	8,588.00
Immediately After Withdrawal
Resulting Segment Value	$	89,525.00

(1) Total Equity Adjustment = 99,525 x -16.89% = (16,809.77)

(2) Total Interest Adjustment = 99,525 x 2.77% = 2,756.84

(3) Equity Adjustment attributable to Withdrawal = 10,000 x -16.89% = (1,689.00)

(4) Interest Adjustment attributable to Withdrawal = 10,000 x 2.77% = 277.00

Required Minimum Distribution

If your Contract is subject to minimum distribution requirements under Internal Revenue Code Section 401(a)(9), any Withdrawal of a minimum distribution required under Section 401(a)(9) with respect to the Contract (a “Required Minimum Distribution”), as calculated by us, will not be subject to Withdrawal Charges. Any Withdrawal made to satisfy required minimum distribution requirements will count towards your Free Withdrawal Amount and will be subject to an Equity Adjustment and Interest Adjustment. If ~~the~~you ~~Owner~~surrender ~~surrenders~~ the Contract, a Withdrawal Charge will be applied to any Free Withdrawal previously taken during the same Contract Year, including any Required Minimum Distribution Withdrawals. Required Minimum Distributions will incur a Withdrawal Charge if ~~the~~you ~~Owner~~ previously took a Withdrawal in the same Contract Year to satisfy the required minimum distribution requirement under your Contract. In this circumstance, ~~the~~you ~~Owner~~ must wait until the next Contract Anniversary to take ~~their~~your Required Minimum Distribution without incurring a Withdrawal Charge.

Confinement Waiver

During the Accumulation Phase, after the first Contract Year and before the Death Benefit becomes payable under the Contract, we will waive the Withdrawal Charge on a requested Withdrawal (including a partial Withdrawal or full surrender) if the following requirements are met:

a.•any Owner (or, if the Owner is a non-natural person, any Annuitant), is confined to a Qualified Care Facility;

b.•confinement continues for at least sixty (60) consecutive days;

c.•confinement begins at least one year after the Contract Date;

4350

Table of Contents

d.•confinement is recommended in writing by a Physician; and

e.•we receive the Withdrawal request and the Physician’s recommendation no later than ninety (90) days following the date the confinement has ceased.

Any applicable Interest Adjustment and Equity Adjustment will still apply.

A “Qualified Care Facility” means a Convalescent Care Facility, Hospice Facility or Hospital as described below:

f.•Convalescent Care Facility means an institution which: (i) is licensed by the State as a convalescent nursing facility, a qualified nursing facility, a convalescent hospital, a convalescent unit of a Hospital, an intermediate care facility, or a custodial care facility; and (ii) is primarily engaged in providing, in addition to room and board accommodations, continuous nursing service by or under the supervision of a Physician or a licensed registered nurse (R.N.); and (iii) maintains a daily record of each patient which is available for our review; and (iv) administers a planned program of observation and treatment by a Physician (which for purposes of this provision also cannot be the proprietor or an employee of such facility) which is in accordance with existing standards of medical practice for the confinement.

i.•Convalescent Care Facility does not include any facility, or any part of a facility, used primarily for: rest care, training or education of the ~~Contract~~ Owner, or the treatment of alcoholism or chemical dependency. Examples of such excluded facilities include (but are not limited to): spas, retreats, and alcohol and drug rehabilitation clinics.

g.•Hospice Facility means an institution which provides a formal program of care for terminally ill patients whose life expectancy is less than 6 months, provided on an inpatient basis and directed by a Physician. It must be licensed, certified or registered in accordance with State law.

h.•Hospital means an institution which: (i) is licensed as a hospital and operated pursuant to law; and (ii) is primarily engaged in providing or operating (either on its premises or in facilities available to the hospital on a prearranged contractual basis and under the supervision of a staff of one or more duly licensed Physicians) diagnostic and surgery facilities for the medical care and treatment of injured and sick persons on an inpatient basis for which a charge is made; and (iii) provides 24-hour nursing service by or under the supervision of a licensed registered nurse (R.N.).

i.•Hospital does not include any facility, or any part of a facility, used primarily for: rest care, training or education, or the treatment of alcoholism or chemical dependency. Examples of such excluded facilities include (but are not limited to): spas, retreats, and alcohol and drug rehabilitation clinics.

Physician for purposes of this provision means a doctor of medicine or osteopathy legally authorized to practice medicine by the State in which he/she performs such function. The Physician cannot be you, an Annuitant, a Beneficiary, or a member of your, an Annuitant’s, a Beneficiary’s immediate family, including a husband, wife, domestic partner, civil union partner, child, sibling, parent, grandparent, grandchild, cousin, aunt, uncle, niece, nephew and any of their Spouses, domestic partners or civil union partners. State for purposes of this provision means each state of the United States of America, as well as the District of Columbia, the Commonwealth of Puerto Rico, the Virgin Islands, Guam, and American Samoa.

We reserve the right to obtain, at any time, an additional opinion or an examination of the ill Owner from a Physician that we designate at our expense. Should this opinion differ from that of the Owner’s Physician, the opinion of our Physician will prevail.

The Confinement Waiver terminates upon the change or addition of an Owner (or if the Owner is a non-natural person and the Annuitant is changed or an additional Annuitant is added), except through continuation of the Contract as a surviving spouse.

44 This provision may vary by state, please see Appendix C (“State Variation Chart”).

Table of Contents

This provision may vary by state, please see Appendix B (“State Variation Chart”).

Terminal Illness Waiver

During the Accumulation Phase, after the first Contract Year and before the Death Benefit becomes payable, we will waive the Withdrawal Charge on a requested Withdrawal (including a partial Withdrawal or full surrender) if the following requirements are met:

a.•any Owner (or, if the Owner is a non-natural person, any Annuitant), is diagnosed with a Terminal Illness;

b.•the initial diagnosis occurs at least one year after the Contract Date; and

c.•the Withdrawal request is accompanied by a certification of Terminal Illness prepared by a Physician who has examined the ill Owner and is qualified to provide the certification.

Any applicable Interest Adjustment or Equity Adjustment will still apply.

Terminal Illness means an illness that is expected to cause death within twelve (12) months.

We reserve the right to obtain, at any time, an additional opinion or an examination of the ill Owner from a Physician that we designate at our expense. Should this opinion differ from that of the ill Owner’s Physician, the opinion of our Physician will prevail.

The Terminal Illness waiver terminates upon the change or addition of an Owner (or if the Owner is a non-natural person and the Annuitant is changed or an additional Annuitant is added), except through continuation of the Contract as a surviving spouse.

This provision may vary by state, please see Appendix BC (“State Variation Chart”).

The Separate Account

The Separate Account, in which we hold reserves for ~~guarantees~~obligations we provide under the Contract, is established under Iowa law. The portion of the assets of the Separate Account equal to the reserves and other Contract liabilities with respect to the Separate Account will not be chargeable with liabilities arising out of any other business we conduct. ~~Contract~~ Owners do not participate in the performance of assets held in the Separate Account and do not have any claim on such assets. The Separate Account is not registered under the Investment Company Act of 1940.

We own the assets of the Separate Account, as well as any favorable investment performance on those assets. We are obligated to pay all money we owe under the Contract. If the obligation exceeds the assets of the Separate Account, funds will be transferred to the Separate Account from our General Account. We may, as permitted by applicable State law, transfer all assets allocated to the Separate Account to our General Account. We guarantee all benefits relating to your value in the Contract, regardless of whether assets supporting it are held in the Separate Account or our General Account. AAn ~~Contract~~ Owner should look to the financial strength of the Company for its claims-paying ability. Our current plans are to invest assets held in the Separate Account in debt securities, including corporate bonds, mortgage-backed and asset-backed securities, and government and agency issues and derivative instruments. We may also invest in interest rate swaps. We, however, are not obligated to invest the assets according to any particular plan, except as we may be required to by applicable State insurance laws.

4552

Table of Contents

for its claims-paying ability. Our current plans are to invest assets held in the Separate Account in debt securities, including corporate bonds, mortgage-backed and asset-backed securities, and government and agency issues and derivative instruments. We may also invest in interest rate swaps. We, however, are not obligated to invest the assets according to any particular plan, except as we may be required to by applicable State insurance laws.

The General Account

The General Account holds all our assets other than assets in our Separate Accounts. The General Account assets support the guarantees under the Contract as well as our other general obligations. The General Account is not registered under the Investment Company Act of 1940. The guarantees in your Contract are subject to the Company’s financial strength and claims-paying ability. The General Account is subject to the regulation and supervision by the Iowa Insurance Department and to the insurance laws and regulations of all jurisdictions where we are authorized to do business.

Assets in the General Account are not segregated for the exclusive benefit of any particular Contract or obligation. General Account assets are also available to the insurer’s general creditors and the conduct of its routine business activities, such as the payment of salaries, rent and other ordinary business expenses. For more information about the Company’s financial strength, you may review its financial statements and/or check its current rating with one or more of the independent sources that rate insurance companies for their financial strength and stability. Such ratings are subject to change and have no bearing on the performance of the Segment Options to which you may allocate your Contract Value.

11. Statements

Account Statements will be provided to you periodically, but not less frequently than annually by us, your IRA custodian, or a designated third party.

12. Annuity Phase

When you purchase the Contract, we will set the Annuity Date as the Contract Anniversary on or first following the later of the Annuitant attaining age 95 or the 10th Contract Anniversary. In the case of Joint Annuitants, the Annuity Date will be set based on the age of the older Joint Annuitant. You may select an earlier Annuity Date, which may be any time after the Contract Date, by Notice provided to us. The revised Annuity Date must be at least 10 days after our receipt of your Notice.

Annuity Payments will commence on the Annuity Date if:

a.•All Owners are natural persons and all the Owners and at least one Annuitant are alive on the Annuity Date; or

b.•If any Owner is a non-natural person and all Annuitants are alive on the Annuity Date.

Election of Option

On the Annuity Date, the Interim Value will be applied to provide Annuity Payments to you or a payee you designate in accordance with the applicable Settlement Option elected by the Owner. If no Settlement Option was elected, one of the following two payment provisions will apply:

a.•If there is one living Annuitant on the Annuity Date, the Interim Value will be applied to provide Annuity Payments for the longer of the lifetime of the Annuitant or five years; or

b.•If there are two living Joint Annuitants on the Annuity Date, the Interim Value will be applied to provide Annuity Payments in the same monthly amount for the longer of the lifetimes of both Joint Annuitants or five years.

Table of Contents

An election of a Settlement Option must be made in writing by the Owner prior to the Annuity Date and is irrevocable on or after the Annuity Date.

Additionally, the Beneficiary of a Non-Qualified Contract may elect to receive the Death Benefit under one of the Settlement Options described below, subject to the satisfaction of section 72(s) of the Internal Revenue Code, as amended. Any election of a Settlement Option by a Beneficiary must be made in writing and is irrevocable on or after the date payments begin. For purposes of the Settlement Options below, the Beneficiary will be the Annuitant.

Table of Contents

The Interim Value on the Annuity Date is the basis for determining the amount of your Annuity Payments. You will not incur an Interest Adjustment if your Annuity Date is after the Withdrawal Charge Period, which is the case for the Annuity Date established when you purchase the Contract. You will not incur an Equity Adjustment if your Annuity Date is on a Segment End Date that is shared by all Segment Options to which you have allocated funds.

A lump sum along with a Settlement Option may be elected. The amount applied under the Settlement Option must be at least $5,000.

Payments made quarterly, semiannually or annually may be elected in lieu of monthly payments. Payments less than $100 will only be made annually.

Settlement Options

No future payments under any option, except as provided by law, may be assigned or transferred.

Option 1: Life Annuity

Monthly payments will be made during the lifetime of the Annuitant. The monthly payments will cease on the death of the Annuitant. No payments will be due after the death of the Annuitant. If the Annuitant dies shortly after the Annuity Date, you or the payee you designate may receive less than your investment in the Contract. This means you or the payee you designate will receive no payments if the Annuitant dies before the first scheduled payment, will receive only one payment if the Annuitant dies before the second scheduled payment, and so on.

Option 2: Life Annuity with Guaranteed Period

Monthly payments will be made for the longer of the guaranteed period elected and the lifetime of the Annuitant. The guaranteed periods are 5, 10, 15 or 20 years, or any other period agreed upon in writing by us. After the guaranteed period, monthly payments will cease on the death of the Annuitant, and no payments will be due after the death of the Annuitant. If the Annuitant dies during the guaranteed period, payments will continue to be made to you or a payee you designate until the end of the guaranteed period.

Option 3: Installment Refund Life Annuity

Monthly payments will be made for the installment refund period and thereafter for the lifetime of the Annuitant. The installment refund period is the period required for the sum of the monthly payments to equal the total amount applied under this option. After the installment refund period, monthly payments will cease on the death of the Annuitant, and no payments will be due after the death of the Annuitant. If the Annuitant dies during the installment refund period, no payments will be due after the installment refund period.

Option 4: Joint and Last Survivor Annuity

Monthly payments will be made for the joint lifetime of two Annuitants and in an equal amount during the remaining lifetime of the survivor. Payments will cease on the death of the last survivor. No payments will be due after the death of the last survivor. Payments may also be made during the lifetime of the survivor in an amount equal to two-thirds or one-half of the payment made during the joint lifetime of the two persons. If both Annuitants die shortly after the Annuity Date, you or the payee you designate may receive less than your investment in the Contract. This means you or the payee you designate will receive no payments if the Annuitants die before the first scheduled payment, will receive only one payment if the Annuitants die before the second scheduled payment, and so on.

4754

Table of Contents

remaining lifetime of the survivor. Payments will cease on the death of the last survivor. No payments will be due after the death of the last survivor. Payments may also be made during the lifetime of the survivor in an amount equal to two-thirds or one-half of the payment made during the joint lifetime of the two persons. If both Annuitants die shortly after the Annuity Date, you or the payee you designate may receive less than your investment in the Contract. This means you or the payee you designate will receive no payments if the Annuitants die before the first scheduled payment, will receive only one payment if the Annuitants die before the second scheduled payment, and so on.

Option 5: Fixed Period Annuity

Monthly payments will be made for the fixed period elected. Payments will cease at the end of the fixed period and no further payments will be due. The fixed period that may be elected is any period from 5 to 30 years. However, fixed periods shorter than 10 years are only available as a Death Benefit Settlement Option.

The options described above may not be offered in all states. We may offer other Settlement Options. If your Contract is a Qualified IRA annuity Contract or you purchase the Contract through an IRA Account, not all options may satisfy Required Minimum Distribution rules. Consult your tax advisor for more information.

Annuity Payments will start on the Annuity Date and continue based on the Settlement Option you elect. If the Annuitant is not an Owner and dies prior to the Annuity Date, you may modify your Selected Settlement Option and designate a new Annuitant prior to the Annuity Date, subject to our underwriting rules then in effect. If no designation is made within 30 days of death of the Annuitant, the younger of you or any Joint Owner will become the Annuitant. The substituted Annuitant will be used to determine the payments for Option 1, Option 3, and Option 4, if selected.

Death of Owner on or after the Annuity Date

If any Owner dies on or after the Annuity Date and before the entire interest in the Contract has been distributed, any remaining interest in the Contract will be distributed under the method of distribution being used on the date of death and in the following order based on whomever is still alive: any payee you have named, a surviving Joint Owner, the last surviving Owner’s Beneficiaries, or to the last surviving Owner’s estate if no Beneficiaries have been named or if there are no surviving Beneficiaries. If the death of both Joint Owners occurs simultaneously and no Beneficiaries have been named or if there are no surviving Beneficiaries, the estates of both Joint Owners will be the Beneficiary in equal shares.

13. State Specific Contract Considerations

The Contract and its Endorsements will be issued in accordance with the laws of the state in which it was issued. Contracts issued in your state may provide different features and benefits from, and impose different costs than, those described in this prospectus because of state law variations. State specific legal requirements, among other things, may impact the following features:

a.•Right to Cancel Period;

b.•Issue Age Limitations;

c.•Withdrawal Charge Schedule;

d.•Annuity Date Provisions;

e.•Terminal Illness and Confinement Waivers; and

f.•Availability of Certain Features.

This prospectus describes the material rights and obligations of an Owner. It also sets forth the maximum fees and charges for all Contract features and benefits. See Section 3 ("Contract Fees and Charges") for additional information. Material state variations are disclosed in the attached “Appendix BC - State Variation Chart”. You should read and retain your Contract, amendments, and/or endorsements along with a copy of this prospectus.

should read and retain your Contract, amendments, and/or endorsements along with a copy of this prospectus.

14. Tax Information

This section provides a summary explanation of the tax ramifications of purchasing a Contract. More detailed information about product taxation can be obtained in a document, which is available by calling the toll-free telephone number at the back of this prospectus. We do not provide individual tax advice. You should contact your tax advisor to discuss your Contract’s effects on your personal tax situation.

Table of Contents

Tax Status of the Contracts

When you invest in an annuity Contract, you usually do not pay taxes on your investment gains until you withdraw the money - generally for retirement purposes. If you invest in an annuity as part of an individual retirement plan, pension plan or employer-sponsored retirement program, your Contract is called a Qualified Contract. 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.

Required Distributions. In order to be treated as an annuity Contract for Federal income tax purposes, Section 72(s) of the Code requires any Non-Qualified Contract to contain certain provisions specifying how your interest in the Contract will be distributed in the event of the death of an Owner of the Contract. Specifically, section 72(s) requires that (a) 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) 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. These requirements will be considered satisfied as to any portion of an Owner’s interest which is payable to or for the benefit of a designated Beneficiary and which is distributed over the life of such designated Beneficiary or over a period not extending beyond the life expectancy of that Beneficiary, provided that such distributions begin within one year of the Owner’s death. The designated Beneficiary refers to a natural person designated by the Owner as a Beneficiary and to whom ownership of the Contract passes by reason of death. 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 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 Person. If a non-natural person (e.g., a corporation or a trust) owns a Non- Qualified Contract, the taxpayer generally must include in income any increase in the excess of the account value over the investment in the Contract (generally, the premiums or other consideration paid for the Contract) during the taxable year. There are some exceptions to this rule and a prospective Owner that is not a natural person should discuss these with a tax adviser.

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

Withdrawals. 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 account value immediately before the distribution over the Owner’s investment in the Contract (generally, the premiums 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 account value immediately before a Withdrawal may have to be increased by any positive Interest and/or Equity Adjustments that result from a Withdrawal. There is, however, no definitive guidance on the proper tax treatment of Interest and/or Equity Adjustments, and you may want to discuss the potential tax consequences of an Interest and Equity Adjustments 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.

49 Penalty Tax on Certain Withdrawals. In the case of a distribution from a Non-Qualified Contract, there may be imposed a federal tax penalty equal to ten percent of the amount treated as income. In general, however,

Table of Contents

~~consideration~~there paid for the Contract, reduced by any amount previously distributed from the Contract that was not subject to tax) at that time. The account value immediately before a Withdrawal may have to be increased by any positive Interest and/or Equity Adjustments that result from a Withdrawal. There is, ~~however,~~ no ~~definitive~~penalty ~~guidance~~ on the proper tax treatment of Interest and/or Equity Adjustments, and you may want to discuss the potential tax consequences of an Interest and Equity Adjustments 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.distributions:

~~Penalty~~•made ~~Tax~~ on ~~Certain~~or ~~Withdrawals.~~after In the ~~case~~taxpayer ofreaches aage ~~distribution from a Non-Qualified Contract, there may be imposed a federal tax penalty equal to ten percent of the amount treated as income. In general, however, there is no penalty on distributions:~~591⁄2;

a.•made on or after the ~~taxpayer~~death ~~reaches~~of ~~age~~an ~~591⁄2~~Owner;

~~b.made~~•attributable onto ~~or after~~ the ~~death~~taxpayer’s ofbecoming ~~an Owner~~disabled; or

~~c.attributable~~•made toas ~~the~~part ~~taxpayer’s~~of ~~becoming~~a ~~disabled;~~series of substantially equal periodic payments for the life (or life expectancy) of the taxpayer.

d.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. Also, additional exceptions apply to distributions from a Qualified Contract. You should consult a tax adviser with regard to exceptions from the penalty tax.

Annuity Payments. Although tax consequences may vary depending on the payout option elected under an annuity Contract, a portion of each annuity payment is generally not taxed and the remainder is taxed as ordinary income. The non-taxable portion of an annuity payment is generally determined in a manner that is designed to allow you to recover your investment in the Contract ratably on a tax-free basis over the expected stream of Annuity Payments, as determined when Annuity Payments start. Once your investment in the Contract has been fully recovered, however, the full amount of each annuity payment is subject to tax as ordinary income.

Partial Annuitization. Under a new tax provision enacted in 2010, 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. None of the payment options under the Contract is intended to qualify for this “partial annuitization” treatment and, if you apply only part of the value of the Contract to a payment option, we will treat those payments as Withdrawals for tax purposes.

Taxation of Death Benefit Proceeds. Amounts may be distributed from a Contract because of your death or the death of the Annuitant (if the Owner is a non-natural person). 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 a surrender of the Contract, or (ii) if distributed under a payout option, they are taxed in the same way as Annuity Payments.

Transfers, Assignments or Exchanges of a Contract. A transfer or assignment of ownership of a Contract, the selection of certain maturity dates, or the exchange of a Contract may result in certain tax consequences to you that are not discussed herein. An Owner contemplating any such transfer, assignment or exchange, should consult a tax advisor as to the tax consequences.

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

Multiple Contracts. All non-qualified deferred annuity Contracts that are issued by us (or our affiliates) to the same Owner during any calendar year are treated as one annuity Contract for purposes of determining the amount includible in such Owner’s income when a taxable distribution occurs.

Table of Contents

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

Taxation of Qualified Contracts

The tax rules applicable to Qualified Contracts vary according to the type of Qualified Contract and its terms and conditions. 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.

The Contract is available for purchase as an Individual Retirement Annuity or it may be purchased by an Individual Retirement Account for the benefit of the Underlying IRA Holder.

Table of Contents

Individual Retirement Annuities (IRAs), as defined in Section 408 of the Internal Revenue Code (the "Code"), permit individuals to make annual contributions of up to the lesser of a specified dollar amount for the year or the amount of compensation includible in the individual’s gross income for the year. The contributions may be deductible in whole or in part, depending on the individual’s income. Distributions from certain retirement plans may be “rolled over” into an IRA on a tax-deferred basis without regard to these limits. Amounts in the IRA (other than nondeductible contributions) are taxed when distributed from the IRA. A 10% penalty tax generally applies to distributions made before age 591⁄2, unless an exception applies. Distributions that are rolled over to an IRA within 60 days are not immediately taxable, however only one such rollover is permitted each year. Beginning in 2015, an individual can make only one rollover from an IRA to another (or the same) IRA in any 12-month period, regardless of the number of IRAs that are owned. The limit will apply by aggregating all of an individual’s IRAs, including SEP and SIMPLE IRAs as well as traditional and Roth IRAs, effectively treating them as one IRA for purposes of the limit. This limit does not apply to direct trustee-to-trustee transfers or conversions to Roth IRAs.

Roth IRAs, as described in Code section 408A, permit certain eligible individuals 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. The Owner may wish to consult a tax adviser before combining any converted amounts with any other Roth IRA contributions, including any other conversion amounts from other tax years. Distributions from a Roth IRA generally are not taxed, except that, once aggregate distributions exceed contributions to the Roth IRA, income tax and a 10% penalty tax may apply to distributions made (1) before age 591⁄2 (subject to certain exceptions) or (2) during the five taxable years starting with the year in which the first contribution is made to any Roth IRA. A 10% penalty tax may apply to amounts attributable to a conversion from an IRA if they are distributed during the five taxable years beginning with the year in which the conversion was made. Distributions that are rolled over to an IRA within 60 days are not immediately taxable, however only one such rollover is permitted each year. Beginning in 2015, an individual can make only one rollover from an IRA to another (or the same) IRA in any 12-month period, regardless of the number of IRAs that are owned. The limit will apply by aggregating all of an individual’s IRAs, including SEP and SIMPLE IRAs as well as traditional and Roth IRAs, effectively treating them as one IRA for purposes of the limit. This limit does not apply to direct trustee-to-trustee transfers or conversions to Roth IRAs.

Other Tax Issues. Qualified Contracts have minimum distribution rules that govern the timing and amount of distributions. You should refer to your Contract, IRA Account or consult a tax advisor for more information about these distribution 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.

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.

Table of Contents

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 Payments paid by or on behalf of any individual. In many cases, the “investment in the Contract” under a Qualified Contract can be zero.

Federal Estate, 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 who survives 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 designated Beneficiary or the actuarial value of the payments to be received by the Beneficiary. Consult an estate planning advisor for more information.

Table of Contents

Under certain circumstances, the Code may impose a generation-skipping (“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 Code may require us to deduct the tax from your Contract, or from any applicable payment, and pay it directly to the IRS.

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 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.

Definition of Spouse under Federal Law

The Contract provides that upon your death, a surviving spouse 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~~Purchases by ~~nonresident~~Nonresident ~~aliens~~Aliens and ~~foreign~~Foreign ~~corporations~~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 qualified tax adviser regarding U.S., state, and foreign taxation with respect to an annuity ~~contract~~Contract purchase.

Table of Contents

1035 Exchanges

Under Section 1035 of the Internal Revenue Code, you are permitted in most circumstances to directly transfer amongst annuities. If the transfer does not qualify as a 1035 exchange, you may be subject to federal income tax which does not preclude the potential for penalties. Both annuities and other tax qualified accounts, including this annuity Contract, may contain early Withdrawals provisions and therefore should be examined carefully. Please consult with your Financial Professional to discuss the costs and benefits. Please note that your Financial Professional will receive a commission if you replace your existing annuity with this annuity Contract.

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 contact and do not intend the above discussion as tax advice.

Table of Contents

15. Other Information

Assignment

To the extent allowed by applicable State law, we reserve the right to refuse our consent to any assignment at any time on a nondiscriminatory basis if the assignment would violate or result in noncompliance with any applicable state or federal law or regulation. Unless otherwise restricted by Endorsement, you may request to assign or transfer your rights under the Contract by Notifying us. We will not be bound by an assignment until we acknowledge it. If your Contract is assigned, the assignment will take effect on the date the Notice was signed, subject to any action taken by us before receipt of the Notice. We have no liability under any assignment for our actions or omissions done in good faith. In addition, we shall not be liable for any tax consequences you may incur due to the assignment of your Contract.

Distribution

Athene Securities, a wholly owned subsidiary of Athene Holding Ltd. (Athene), serves as distributing underwriter for the Contracts. Athene Securities is registered as a broker-dealer with the SEC under the 1934 Act, as well as with the securities commissions in the states in which it operates, and is a member of the Financial Industry Regulatory Authority (FINRA). Athene Securities is a member of the Securities Investors Protection Corporation. You may contact FINRA by calling 1-800-289-9999 or online at www.finra.org for information about Athene Securities or your broker-dealer and their respective registered persons. An investor brochure that includes information describing FINRA is available both online and through the telephone number.

We have entered into an underwriting agreement with Athene Securities for the distribution of the Contracts. Athene Securities also may perform various administrative services on our behalf.

We may fund Athene Securities’ operating and other expenses, including overhead, legal and accounting fees, Financial Professional training, compensation for the Athene Securities management team, and other expenses associated with the Contracts. Financial Professionals associated with Athene Securities and their managers are also eligible for various benefits, such as production incentive bonuses, insurance benefits, and non-cash compensation items that we may provide jointly with Athene Securities. Non-cash items include conferences, seminars and trips (including travel, lodging and meals in connection therewith), entertainment, awards, merchandise and other similar items.

Table of Contents

We offer Contracts on a continuous basis. Contracts are sold only by licensed Financial Professionals in those states where the Contracts may be lawfully sold. Athene Securities does not itself sell the Contracts on a retail basis. Rather, Athene Securities enters into selling agreements with unaffiliated broker-dealer firms (the “selling broker-dealers”) for the sale of the Contracts through those firms and their Financial Professionals. The Financial Professionals will be registered representatives of the selling broker-dealers that are registered as broker-dealers under the 1934 Act and members of FINRA.

Under the distribution agreement we pay selling commissions to Athene Securities, which Athene Securities re-allows to the selling broker-dealers. The amount and timing of commissions paid to selling broker-dealers may vary depending on the selling agreements and the Contract sold but will not be more than 7% of the Purchase Payment. Some selling broker-dealers may elect to receive a smaller amount of commission at the time of the sale and an ongoing trail commission for as long as the Contract remains in effect or as agreed in the selling agreement. We may pay or allow other promotional incentives or payments to selling broker-dealers in the form of cash or other compensation to the extent permitted by FINRA rules and other applicable laws and regulations.

The Financial Professionals 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 Financial Professional. The Financial Professionals are also eligible for various cash benefits, such as bonuses, insurance benefits, and financing arrangements, and non-cash items. Non-cash items include conferences seminars and trips (including travel, lodging and meals in connection therewith), entertainment, merchandise, priority operations support, preferred programs, and other similar items. Sales of the Contracts may help Financial Professionals qualify for such benefits.

Table of Contents

arrangements, and non-cash items. Non-cash items include conferences seminars and trips (including travel, lodging and meals in connection therewith), entertainment, merchandise, priority operations support, preferred programs, and other similar items. Sales of the Contracts may help Financial Professionals qualify for such benefits.

We may 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 Financial Professionals of the selling broker-dealers. These allowances may be based on a percentage of the Purchase Payment.

In addition to the compensation described above, we may make additional cash payments, in certain circumstances referred to as “override” compensation, or reimbursements to selling broker-dealers and wholesaling broker-dealers in recognition of their marketing and distribution, transaction processing and/or administrative services support. These payments are not offered to all broker-dealers, and the terms of any particular agreement governing the payments may vary among 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 broker-dealers’ preferred or recommended list, increased access to the selling broker-dealers’ registered representatives for purposes of promoting sales of our products, assistance in training and education of the Financial Professionals, 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 broker-dealer’s actual or expected aggregate sales of our index-linked 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 Financial Professional.

A portion of the payments made to selling firms may be passed to their Financial Professionals. Financial Professionals may receive cash and non-cash compensation and other benefits. Ask your Financial Professional for further information about what they and their firm 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 recoup commission and other expenses through fees and charges deducted under the Contract.

Amendments to the Contract

The Contract may be amended to conform to changes in applicable law or interpretations of applicable law. Changes in the Contract may need to be approved by the state insurance departments. The consent of the Owner to an amendment will be obtained to the extent required by applicable law.

Table of Contents

Changes in the Contract may need to be approved by the state insurance departments. The consent of the Owner to an amendment will be obtained to the extent required by applicable law.

Misstatements

If payments made were too large because of a misstatement of age, we may deduct the difference from the next payment or payments with interest. If payments were too small, we may add the difference to the next payment with interest. Any interest payable will be made at the rate equal to 1.00% or as required by applicable law.

Owner Questions

The obligations to the Owner under the Contracts are ours. Please direct your questions and concerns to us at our Administrative Office.

State Regulation

As a life insurance company organized and operated under the laws of the State of Iowa, we are subject to provisions governing life insurers and to regulation by the Iowa Commissioner of Insurance. Our books and accounts are subject to review and examination by the Iowa Division of Insurance.

Table of Contents

Evidence of Death, Age, Gender, or Survival

We may require proof of the age, gender, death, or survival of any person or persons before acting on any applicable Contract provision.

Independent Auditors

~~The~~ [To ~~financial~~be ~~statements~~added ~~as of 2021 and 2020 and for each of the three years in the period ended December 31, 2021, included in this Registration Statement, have been audited~~ by ~~PricewaterhouseCoopers~~pre-effective ~~LLP, independent auditors, as stated in their report appearing herein~~amendment.]

Legal Matters

~~Eversheds~~ [To ~~Sutherland~~be ~~(US)~~added ~~LLP~~by ~~has~~pre-effective ~~provided advice on certain matters relating to the application of federal securities law to the Contracts~~amendment.]

Table of Contents

16. Information about the Company

Reliance on Rule 12h-7

The Company relies on the exemption provided by Rule 12h-7 under the Securities Exchange Act of 1934 from the requirement to file reports pursuant to Section 15(d) of that Act.

Information on the Company’s Business and Property

Overview

The Company, an Iowa stock life insurance company, has its home office address and principal executive office address at 7700 Mills Civic Parkway, West Des Moines, Iowa 50266. The Company was founded in 1896 as Central Life Assurance Company and is licensed to conduct life insurance business in the District of Columbia, Puerto Rico and all states except New York. Effective October 2, 2013, Athene acquired 100% of the issued and outstanding capital stock of Athene USA Corporation (“AUSA,” formerly known as Aviva USA Corporation), an Iowa corporation, and thereby acquired control of certain of AUSA’s insurance company subsidiaries, including, but not limited to, the Company. Currently, the Company is a direct, wholly-owned subsidiary of Athene Annuity & Life Assurance Company (“AADE”), which in turn is an indirect, wholly-owned subsidiary of Athene. Effective January 1, 2022, as a result of the closing of the merger involving Athene and Apollo (as defined below), Apollo Global Management, Inc. (NYSE: APO) became the beneficial owner of 100% of Athene's Class A common shares and controls all of the voting power to elect Athene's board of directors.

55 The Company is a leading financial services company specializing in retirement services that issues, reinsures and acquires retirement savings products designed for the increasing number of individuals and institutions seeking to fund retirement needs. Currently, the Company focuses primarily on: (i) the sale of retail fixed annuities, including fixed indexed annuities (“FIAs”) and fixed rate annuities (together with FIAs, “deferred annuities”), through its network of approximately 54 independent marketing organizations, approximately 78,000 independent agents, 16 banks and 127 regional broker-dealers; (ii) pension group annuities (“PGA”) issued in connection with pension risk transfer transactions; and (iii) the opportunistic issuance of funding agreements. The Company invests the proceeds received from these activities into a high-quality asset portfolio to generate attractive financial results for its shareholder, while concurrently focusing on downside risk to preserve the capital of and meet its obligations to its policyholders, including Owners of the Contracts. Subsidiary operations are not included in the Company’s unconsolidated statutory results. The Company is currently rated A+ (stable outlook) by S&P, A (stable outlook) by A.M. Best, A+ (stable outlook) by Fitch and A1 (stable outlook) by Moody's.

Reliance on Rule 12h-7

The Company relies on the exemption provided by Rule 12h-7 under the Securities Exchange Act of 1934 from the requirement to file reports pursuant to Section 15(d) of that Act.

Information on the Company's Business and Property

[To be added by pre-effective amendment.]

Legal Proceedings

[To be added by pre-effective amendment.]

Directors and Executive Officers

[To be added by pre-effective amendment.]

Executive Compensation

[To be added by pre-effective amendment.]

Securities Ownership of Certain Beneficial Owners and Management

[To be added by pre-effective amendment.]

Table of Contents

~~Global~~Transactions ~~Management,~~with ~~Inc.~~Related ~~(NYSE:~~Persons, ~~APO)~~Promoters ~~became the beneficial owner of 100% of Athene's Class A common shares~~ and ~~controls~~Certain ~~all~~Control ofPersons ~~the voting power to elect Athene's board of directors.~~

~~The~~ ~~Company~~[To isbe aadded ~~leading~~by financial services company specializing in retirement services that issues, reinsures and acquires retirement savings products designed for the increasing number of individuals and institutions seeking to fund retirement needs. Currently, the Company focuses primarily on: (i) the sale of retail fixed annuities, including fixed indexed annuities (“FIAs”) and fixed rate annuities (together with FIAs, “deferred annuities”), through its network of approximately 53 independent marketing organizations, approximately 65,000 independent agents, 16 banks and 119 regional brokerpre-~~dealers;~~effective ~~(ii) pension group annuities (“PGA”) issued in connection with pension risk transfer transactions; and (iii) the opportunistic issuance of funding agreements~~amendment.] The Company invests the proceeds received from these activities into a high-quality asset portfolio to generate attractive financial results for its shareholder, while concurrently focusing on downside risk to preserve the capital of and meet its obligations to its policyholders, including Owners of the Contracts. Subsidiary operations are not included in the Company’s unconsolidated statutory results. The Company is currently rated A+ (stable outlook) by S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, A (stable outlook) by A.M. Best Company, Inc. and A (positive outlook) by Fitch Ratings.

OnCompany ~~January~~Related 1,Risk ~~2022~~Factors (the "Merger Effective Date"), Athene completed the previously announced merger transaction pursuant to the Agreement and Plan of Merger, dated as of March 8, 2021 (the "Merger Agreement"), by and among Athene, AGM (formerly known as Tango Holdings, Inc.), Apollo Asset Management, Inc. ("AAM", formerly known as Apollo Global Management, Inc.), Blue Merger Sub, Ltd. ("AHL Merger Sub"), and Green Merger Sub, Inc. ("AAM Merger Sub"). Effective as of 1:00 a.m. Eastern Time on the Merger Effective Date, AAM Merger Sub merged with and into AAM (the "AAM Merger"), with AAM continuing as a direct subsidiary of AGM. Effective as of 1:01 a.m. Eastern Time on the Merger Effective Date, AHL Merger Sub merged with and into Athene (the "AHL Merger" and, together with the AAM Merger, the "Mergers"), with Athene continuing as a direct subsidiary of AGM. As a result of the Mergers, AAM and Athene became direct subsidiaries of AGM.

~~Products~~ [To be added by pre-effective amendment.]

~~The~~ ~~following~~Corporate ~~summarizes~~Governance ~~the Company’s products by the amount of premiums and deposits for the periods presented below:~~

	Year ended December 31,
	2021		2020		2019
Premiums and Deposits	($ in Thousands)
Annuities
Indexed	$	8,371,268	$	6,133,610	$	6,309,363
Fixed rate	524,622		1,654,202		565,316
Payout	99,304		145,898		98,420
Group annuities - PGA	13,531,046		5,275,204		5,052,978
Gross annuities products	22,526,240		13,208,914		12,026,077
Funding agreements	11,481,545		2,684,571		300,000
Life and other(1)	122,969		145,577		172,328
Gross premiums and deposits	$	34,130,754	$	16,039,062	$	12,498,405
Ceded premiums and deposits	(30,469,034)		(14,166,196)		(10,790,545)
Net Premiums and Deposits	$	3,661,720	$	1,872,866	$	1,707,860

[To be added by pre-effective amendment.]

~~(1) Life~~ ~~and~~Selected ~~Other~~Financial ~~includes~~Data ~~products associated with the following business lines: life, accident and health, variable annuity and any other~~

~~product~~ ~~not~~[To ~~specifically~~be ~~identified.~~added ~~Substantially~~by ~~all~~pre-effective ~~Life and Other products are ceded to third party or affiliate reinsurers~~amendment.]

56 Note Regarding Forward Looking Statements

[To be added by pre-effective amendment.]

Management's Discussion and Analysis

[To be added by pre-effective amendment.]

Quantitative and Qualitative Disclosures about Market Risk

[To be added by pre-effective amendment.]

Financial Statements

[To be added by pre-effective amendment.]

Table of Contents

~~The~~Appendix ~~following~~A ~~summarizes~~- ~~the~~Segment ~~Company’s~~Interim ~~general~~Value ~~and separate accounts U.S. Statutory Accounting Principles (“SAP”) reserves by product as of the dates presented below:~~ Examples

	December 31,
	2021		2020
Products (1)	($ in Thousands)
Annuities
Indexed	$	42,067,187	$	39,724,748
Fixed rate	4,638,804		4,861,936
Payout	1,811,160		1,905,408
Group annuities - PGA	27,322,616		14,453,581
Total annuities products	75,839,767		60,945,673
Funding agreements	14,733,392		3,681,766
Life and other (2)	70,451		77,216
Total reserves	$	90,643,610	$	64,704,655

Example 11

(The following table of inputs is used in Example 11. Additionally, an implied volatility of 24%, index dividend yield of 1~~) Reserves~~.95%, ~~are~~and ~~net~~swap rate of 2.60% are assumed. These values are hypothetical for the purpose of illustrating the calculations and ~~ceded~~are ~~coinsurance~~not ~~transactions~~intended to reflect available values in the market on any given date. Each example assumes that the Segment Value on the Segment Start Date is $100,000.

(2) Life and Other includes products associated with the following business lines: life, accident and health, variable annuity and any other


	1-Year Buffer Segment Option (Point-to-Point)	2-Year Buffer Segment Option (Point-to-Point)	6-Year Buffer Segment Option (Point-to-Point)
Contract Date
Interest Adjustment index value	1.00%	1.00%	1.00%
Segment Start Date
Segment Term Period (in Months)	12	24	72
Segment Option Index Value	100	100	100
Participation Rate	100%	100%	100%
Cap Rate	18%	25%	100%
Buffer Rate	10%	10%	20%
Segment Fee	0.95%	0.95%	0.95%
Example 11
Time Elapsed Since Contract Date	6	6	6
Time Remaining in Segment Term Period	6	18	66
Segment Value (a)	$99,525.00	$99,525.00	$99,525.00
Example 11A: Interest Rates decreased 50bps. Index Value decreased 25%.
Equity Adjustment (b)	($16,428.71)	($15,905.35)	($15,712.91)
Interest Adjustment (c)	$2,753.98	$2,753.98	$2,753.98
Segment Interim Value (a) + (b) + (c) = (d)	$85,850.27	$86,373.63	$86,566.08
Withdrawal Charge (e)	($7,962.00)	($7,962.00)	($7,962.00)
Cash Surrender Value (d) + (e)	$77,888.27	$78,411.63	$78,604.08
Example 11B: Interest Rates decreased 50bps. Index Value decreased 10%.
Equity Adjustment (b)	($4,774.42)	($4,967.58)	($5,838.21)
Interest Adjustment (c)	$2,753.98	$2,753.98	$2,753.98
Segment Interim Value (a) + (b) + (c) = (d)	$97,504.56	$97,311.40	$96,440.77
Withdrawal Charge (e)	($7,962.00)	($7,962.00)	($7,962.00)
Cash Surrender Value (d) + (e)	$89,542.56	$89,349.40	$88,478.77
Example 11C: Interest Rates decreased 50bps. Index Value increased 25%.
Equity Adjustment (b)	$12,175.19	$12,412.75	$14,486.69
Interest Adjustment (c)	$2,753.98	$2,753.98	$2,753.98
Segment Interim Value (a) + (b) + (c) = (d)	$114,454.18	$114,691.74	$116,765.67
Withdrawal Charge (e)	($7,962.00)	($7,962.00)	($7,962.00)
Cash Surrender Value (d) + (e)	$106,492.18	$106,729.74	$108,803.67

~~product not specifically identified.~~A-1

Indexed Annuities

Fixed Indexed Annuities . The majority of the Company’s reserve liabilities are FIAs. An FIA is a type of insurance contract in which the policyholder makes one or more premium deposits which earn interest based, on a tax deferred basis, at a crediting rate based on a specified market index. The policyholder is entitled to receive periodic or lump sum payments a specified number of years after the contract is issued. FIAs allow policyholders the possibility of earning interest without risk to principal, unless the contract is surrendered during a surrender charge period. A market index tracks the performance of a specific group of stocks or other assets representing a particular segment of the market, or in some cases, an entire market. The Company’s FIAs include a provision for a minimum guaranteed surrender value calculated in accordance with applicable law, as well as death benefits as required by non-forfeiture regulations. The Company generally buys options on the indices to which the FIAs are tied to hedge the associated market risk. The cost of the option is priced into the overall economics of the product as an option budget.

Registered Index-Linked Annuities . A registered index-linked annuity (“RILA”) is similar to an FIA in that it offers the policyholder the opportunity for tax-deferred growth based in part on the performance of a market index. Compared to an FIA, a RILA has the potential for higher returns but also has the potential for limited risk of loss to principal and related earnings. A RILA provides the ability for the policyholder to participate in the positive performance of certain market indices during a term, limited by a cap or adjusted for a participation rate. Negative performance of the market indices during a term can result in negative policyholder returns. Downside protection is typically provided in the form of either a “buffer” or a “floor” to limit the policyholder’s exposure to market loss. A “buffer” is protection from negative exposure up to a certain percentage, typically 10 or 20 percent. A “floor” is protection from negative exposure less than a stated percentage (i.e., the policyholder risks exposure of loss up to the “floor,” but is protected against any loss in excess of this amount).

Fixed Rate Annuities

Fixed rate annuities include annual reset annuities and multi-year guaranteed annuities (“MYGAs”). Unlike FIAs, fixed rate annuities earn interest at a set rate, rather than at a rate that may vary based on an index. Fixed rate annual reset annuities have a crediting rate that is typically guaranteed for one year. After such period, the Company has the ability to change the crediting rate at its discretion, generally once annually to any rate at or above a guaranteed minimum rate. MYGAs are similar to annual reset annuities except that the initial crediting rate is

Table of Contents

guaranteed for a specified number of years, rather than just one year, before it may be changed at the Company’s discretion. After the initial crediting period, MYGAs can generally be reset annually.



Example 11D: Interest Rates decreased 50bps. Index Value increased 10%.
Equity Adjustment (b)	$6,710.93	$6,348.43	$6,255.01
Interest Adjustment (c)	$2,753.98	$2,753.98	$2,753.98
Segment Interim Value (a) + (b) + (c) = (d)	$108,989.91	$108,627.41	$108,533.99
Withdrawal Charge (e)	($7,962.00)	($7,962.00)	($7,962.00)
Cash Surrender Value (d) + (e)	$101,027.91	$100,665.41	$100,571.99
Example 11E: No change in Interest Rates or Index Value
Equity Adjustment (b)	$1,512.11	$1,165.38	$364.48
Interest Adjustment (c)	$0.00	$0.00	$0.00
Segment Interim Value (a) + (b) + (c) = (d)	$101,037.11	$100,690.38	$99,889.48
Withdrawal Charge (e)	($7,962.00)	($7,962.00)	($7,962.00)
Cash Surrender Value (d) + (e)	$93,075.11	$92,728.38	$91,927.48
Example 11F: Interest Rates increased 50bps. Index Value increased 10%.
Equity Adjustment (b)	$6,710.93	$6,348.43	$6,255.01
Interest Adjustment (c)	($2,666.77)	($2,666.77)	($2,666.77)
Segment Interim Value (a) + (b) + (c) = (d)	$103,569.15	$103,206.65	$103,113.23
Withdrawal Charge (e)	($7,962.00)	($7,962.00)	($7,962.00)
Cash Surrender Value (d) + (e)	$95,607.15	$95,244.65	$95,151.23
Example 11G: Interest Rates increased 50bps. Index Value increased 25%.
Equity Adjustment (b)	$12,175.19	$12, 412.75	$14,486.69
Interest Adjustment (c)	($2,666.77)	($2,666.77)	($2,666.77)
Segment Interim Value (a) + (b) + (c) = (d)	$109,033.42	$109,270.98	$111,344.92
Withdrawal Charge (e)	($7,962.00)	($7,962.00)	($7,962.00)
Cash Surrender Value (d) + (e)	$101,071.42	$101,308.98	$103,382.92
Example 11H: Interest Rates increased 50bps. Index Value decreased 10%.
Equity Adjustment (b)	($4,774.42)	($4,967.58)	($5,838.21)
Interest Adjustment (c)	($2,666.77)	($2,666.77)	($2,666.77)
Segment Interim Value (a) + (b) + (c) = (d)	$92,083.80	$91,890.64	$91,020.02
Withdrawal Charge (e)	($7,962.00)	($7,962.00)	($7,962.00)
Cash Surrender Value (d) + (e)	$84,121.80	$83,928.64	$83,058.02
Example 11I: Interest Rates increased 50bps. Index Value decreased 25%.
Equity Adjustment (b)	($16,428.71)	($15,905.35)	($15,712.91)
Interest Adjustment (c)	($2,666.77)	($2,666.77)	($2,666.77)
Segment Interim Value (a) + (b) + (c) = (d)	$80,429.51	$80,952.87	$81,145.32
Withdrawal Charge (e)	($7,962.00)	($7,962.00)	($7,962.00)
Cash Surrender Value (d) + (e)	$72,467.51	$72,990.87	$73,183.32

~~Payout Annuities~~ A-2

Payout annuities primarily consist of single premium immediate annuities (“SPIA”), supplemental contracts and structured settlements. Payout annuities provide a series of periodic payments for a fixed period of time or for the life of the policyholder, based upon the policyholder’s election at the time of issuance. The amount, frequency and length of time of the payments are fixed at the outset of the annuity contract.

Group Annuities

PGA transactions usually involve a single premium group annuity contract issued to discharge certain pension plan liabilities. The group annuities that the Company issues are nonparticipating contracts. The assets supporting the guaranteed benefits for each contract may be held in a separate account.

Funding Agreements

The Company focuses on opportunistically issuing funding agreements to institutional investors at attractive risk-adjusted funding costs. Funding agreements are negotiated privately between an investor and an insurance company. They are designed to provide an agreement holder with a guaranteed return of principal and periodic interest payments, while offering competitive yields and predictable returns. The interest rate can be fixed or floating. If the interest rate is a floating rate, it may be linked to LIBOR, the Secured Overnight Financing Rate, the Federal Funds Rate or other major index. As of December 31, 2021, the Company had $12.3 billion in aggregate funding agreement deposits outstanding under the funding agreement backed note (“FABN”) program, pursuant to which a third-party trust issues medium-term notes under a global debt issuance program and uses the proceeds of such issuances to buy funding agreements from the Company, $2.4 billion in aggregate funding agreement deposits outstanding to the Federal Home Loan Bank of Des Moines (the “FHLB”) and $500 million in aggregate funding agreement deposits outstanding under the Company’s secured funding agreement backed repurchase agreement program, pursuant to which a special-purpose, unaffiliated entity entered into repurchase agreements with a bank and the proceeds of the repurchase agreements were used by the special-purpose entity to purchase funding agreements from the Company.

Life and Other

Life and other products include other retail products, including run-off or ceded business, statutory closed blocks and ceded life insurance. In connection with Athene’s acquisition of Aviva USA Corporation (“Aviva USA”, now AUSA), the Company entered into a series of reinsurance agreements to cede the acquired, non-core business, to third parties and affiliates. A description of the reinsurance arrangements entered into in connection with the acquisition and certain reinsurance arrangements pre-dating the acquisition, in each case, pursuant to which certain life and other products are ceded, is below.

Global Atlantic Financial Group Limited (“Global Atlantic”). The Company entered into a series of reinsurance agreements with affiliates of Global Atlantic to cede life insurance business acquired from Athene’s purchase of Aviva USA. A description of the transactions is as follows:

• The Company entered into a 100% coinsurance and assumption agreement with Accordia Life and Annuity Company (“Accordia”), a Global Atlantic affiliate. The agreement covers all open block life insurance business issued by the Company, with the exception of enhanced guarantee universal life insurance products. Under the terms of the agreement, Accordia is obligated to maintain a custody account with an agreed-upon required balance that, as of December 31, 2021, was approximately $1.6 billion. As of December 31, 2021, outstanding obligations ceded pursuant to this arrangement which remained unnovated amounted to $1.1 billion in statutory reserves. The Company has no continuing contractual obligations with respect to policies that have been novated.

• The Company entered into a 100% coinsurance agreement with Accordia and Accordia subsequently retroceded to Ameritas Life Insurance Corp. (“Ameritas”) substantially all policy liabilities for the

Table of Contents

~~closed~~Example ~~block~~12 established in connection with the demutualization of Indiana Life Insurance Company, which had been previously acquired by Aviva USA. Under the terms of the retrocession agreement, Ameritas maintains a trust account with assets equal to or greater than a required statutory balance that as of December 31, 2021 was $583 million. As of December 31, 2021, outstanding obligations ceded pursuant to this arrangement amounted to $595 million in statutory reserves.

~~Structured~~The ~~Annuity~~following ~~Reinsurance~~table ~~Company~~of ~~(“STAR”~~inputs ).is ~~The~~used ~~Company~~in ~~entered~~Example ~~into~~12. aAdditionally, ~~reinsurance~~an ~~agreement~~implied onvolatility ~~August~~of 3024%, ~~2013~~index ~~with~~dividend ~~STAR,~~yield anof ~~affiliated~~1.95%, ~~reinsurer~~and ~~domiciled~~swap inrate ~~Iowa~~of 2.60% ~~The~~are ~~agreement~~assumed. ~~ceded,~~These ~~through~~values ~~coinsurance,~~are ~~all~~hypothetical ~~annuity~~for ~~contracts~~the ~~issued~~purpose byof illustrating the ~~Company~~calculations (and ~~its~~are ~~predecessor~~not byintended ~~merger,~~to ~~Aviva~~reflect ~~Life~~available ~~Insurance~~values ~~Company)~~in tothe ~~Aviva~~market ~~London~~on ~~Assignment~~any ~~Corporation,~~given ~~an affiliated entity~~date. AsEach ofexample ~~each~~assumes ofthat ~~December~~the ~~31,~~Segment ~~2021,~~Value ~~2020~~on ~~and~~the ~~2019,~~Segment ~~there~~Start ~~were~~Date is $1100,000.1 ~~billion~~Each ofexample ~~outstanding~~also ~~obligations~~assumes ~~ceded~~one ~~pursuant~~Milestone Credit Percentage equal to 30% which was determined on the ~~coinsurance~~Contract's ~~agreement.~~third Observation Date.

Athene Re USA IV, Inc. (“Athene Re IV”) . In connection with Athene’s acquisition of Aviva USA, Athene acquired Aviva Re USA IV, Inc. (now Athene Re IV), a subsidiary of Aviva USA and a captive reinsurer domiciled in Vermont. Prior to Athene’s acquisition of Aviva USA, the Company’s predecessor had entered into a coinsurance agreement with Aviva Re USA IV, Inc., dated December 15, 2011, pursuant to which the Company’s predecessor ceded, on a 100% quota share basis, all life insurance policies that had been issued or assumed by the Company’s predecessor prior to its reorganization from an Iowa mutual life insurance company to a mutual holding company and were, as of the date of the coinsurance agreement, being operated as a closed block of business for dividend purposes only. As of December 31, 2021, 2020 and 2019, there were $1.4 billion, $1.4 billion and $1.5 billion, respectively, of outstanding obligations ceded pursuant to the funds withheld coinsurance agreement.


			Milestone Lock Segment Option
Contract Date
Interest Adjustment index value			1.00%
Segment Start Date
Segment Term Period (in Months)			72
Segment Option Index Value			100
Participation Rate			100%
Cap Rate			100%
Milestone Threshold			25%
Milestone Credit Percentage 1			30%
Buffer Rate			15%
Segment Fee			0.95%
Example 12
Time Elapsed Since Contract Date			42
Time Remaining in Segment Term Period			30
Segment Value (a)			$96,675.00
Example 12A: Interest Rates decreased 50bps. Index Value increased 30% from initial Milestone Date to most recent Milestone Date. Index Value decreased 25% in six months since most recent Milestone Date.
Equity Adjustment (b)			$11,559.71
Interest Adjustment (c)			$1,206.92
Segment Interim Value (a) + (b) + (c) = (d)			$109,441.63
Withdrawal Charge (e)			($5,800.50)
Cash Surrender Value (d) + (e)			$103,641.13
Example 12B: Interest Rates decreased 50bps. Index Value increased 30% from initial Milestone Date to most recent Milestone Date. Index Value decreased 10% in six months since most recent Milestone Date.
Equity Adjustment (b)			$26,171.53
Interest Adjustment (c)			$1,206.92
Segment Interim Value (a) + (b) + (c) = (d)			$124,053.45
Withdrawal Charge (e)			($5,800.50)
Cash Surrender Value (d) + (e)			$118,252.95

~~Reinsurance~~A-3

The Company is party to reinsurance arrangements, pursuant to which it cedes certain risks associated with its core business to its affiliates, Athene Annuity Re Ltd. (“AARe”) and AADE. The Company has entered into a modified coinsurance agreement ("Modco Agreement") with AARe, pursuant to which it cedes to AARe a quota share, as specified by the Company, of its obligations to repay the principal upon maturity or termination and to make periodic interest payments under funding agreements issued by the Company. All cessions to date have been on a 100% quota share basis. The Company had a coinsurance agreement with AADE, pursuant to which it ceded to AADE a 50% quota share of all of the Company’s retail annuity business issued between January 1, 2018 and December 31, 2021 (excluding the Contracts). The Company has entered into Modco Agreements with AARe with respect to substantially all of its other core business, pursuant to which it generally cedes to AARe an 80% quota share of all such business.

Under the various Modco Agreements, the Company retains the reserves and the assets supporting the reserves, with the assets held in a segregated account ("Modco Account"). Although AARe is not required to establish any reserves in connection with modified coinsurance transactions, it is required to hold capital related to the modified coinsurance reserves that are retained by the Company as if the reserves were explicitly recorded on the balance sheets of AARe. The profit and loss with respect to the reserve liabilities and the assets supporting the reserves flow from the Company to AARe through periodic net settlements. The Company is authorized under the Modco Agreements to make payments on the ceded liabilities directly from the Modco Account. The assets maintained in the Modco Account are valued at statutory carrying value for purposes of determining settlement amounts. Under the Modco Agreements, the Company has an obligation to make payments to AARe to the extent that the statutory carrying value of the assets maintained in the applicable Modco Account exceeds 100% of the applicable reserves, and AARe has an obligation to make a payment to the Company to the extent that the statutory carrying value of the assets maintained in the Modco Account is less than 100% of the applicable reserves.

Under the coinsurance agreement with AADE, the Company pays reinsurance premiums to AADE equal to 50% of the sum of (i) gross premiums generated through the Company’s retail operations, (ii) fees with respect to any riders issued in connection with the Company’s retail operations and (iii) any other payments, collections or recoveries relating to the Company’s retail operations. AADE pays the Company’s obligations relating to partial surrenders, full surrenders, death claims, annuitizations and other contractual benefits under the policies being reinsured and also pays the Company for certain policy expenses, including administrative expenses and issuance

Table of Contents

and renewal expenses, incurred by the Company relating to the policies being reinsured. Amounts owing to or from AADE pursuant to the coinsurance agreement are determined and paid upon settlement, which may occur on either a monthly or quarterly basis. Effective January 1, 2022, the Company and AADE agreed to terminate that coinsurance agreement for new business, with the intention that new policies issued on and after that date will be reinsured to AARe pursuant to a new Modco Agreement effective January 1, 2022.



Example 12C: Interest Rates decreased 50bps. Index Value increased 30% from initial Milestone Date to most recent Milestone Date. Index Value increased 25% in six months since most recent Milestone Date.
Equity Adjustment (b)			$58,763.85
Interest Adjustment (c)			$1,206.92
Segment Interim Value (a) + (b) + (c) = (d)			$156,645.76
Withdrawal Charge (e)			($5,800.50)
Cash Surrender Value (d) + (e)			$150,845.26
Example 12D: Interest Rates decreased 50bps. Index Value increased 30% from initial Milestone Date to most recent Milestone Date. Index Value increased 10% in six months since most recent Milestone Date.
Equity Adjustment (b)			$45,093.40
Interest Adjustment (c)			$1,206.92
Segment Interim Value (a) + (b) + (c) = (d)			$142,975.31
Withdrawal Charge (e)			($5,800.50)
Cash Surrender Value (d) + (e)			$137,174.81
Example 12E: No change in Interest Rates. Index Value increased 30% from initial Milestone Date to most recent Milestone Date. No change in Index Value in six months since most recent Milestone Date.
Equity Adjustment (b)			$35,705.23
Interest Adjustment (c)			$0.00
Segment Interim Value (a) + (b) + (c) = (d)			$132,380.23
Withdrawal Charge (e)			($5,800.50)
Cash Surrender Value (d) + (e)			$126,579.73
Example 12F: Interest Rates increased 50bps. Index Value increased 30% from initial Milestone Date to most recent Milestone Date. Index Value increased 10% in six months since most recent Milestone Date.
Equity Adjustment (b)			$45,093.40
Interest Adjustment (c)			($1,186.18)
Segment Interim Value (a) + (b) + (c) = (d)			$140,582.22
Withdrawal Charge (e)			($5,800.50)
Cash Surrender Value (d) + (e)			$134,781.72
Example 12G: Interest Rates increased 50bps. Index Value increased 30% from initial Milestone Date to most recent Milestone Date. Index Value increased 25% in six months since most recent Milestone Date.
Equity Adjustment (b)			$58,763.85
Interest Adjustment (c)			($1,186.18)
Segment Interim Value (a) + (b) + (c) = (d)			$154,252.66
Withdrawal Charge (e)			($5,800.50)
Cash Surrender Value (d) + (e)			$148,452.16

~~The following summarizes the Company’s general and separate accounts statutory reserves, as of the dates presented below, that have been ceded to AARe:~~A-4

	December 31,
	2021		2020
Reserves	($ in Thousands)
Annuities
Indexed	$	33,558,746	$	31,675,272
Fixed rate	3,748,454		3,931,818
Payout	1,448,928		1,524,327
Group annuities - PGA	21,858,093		11,562,865
Total annuities products	60,614,221		48,694,282
Funding agreements	14,733,392		3,681,766
Life and other (1)	49,749		54,641
Total reserves	$	75,397,362	$	52,430,689

(1)Life and other includes products associated with the following business lines: life, accident and health, variable annuity and any other product not specifically identified.

Investment Management

Investment activities are an integral part of the Company’s business and net investment income is a significant component of the Company’s total revenues. The Company’s investment philosophy is to invest a portion of the Company’s assets in securities that earn the Company incremental yield by taking measured liquidity risk and complexity risk and capitalizing on the Company’s long-dated and persistent liability profile to prudently achieve higher net investment earned rates, rather than assuming solely credit risk.

The Company has executed an investment management agreement (“IMA”) with Apollo Insurance Solutions Group LP (“ISG”), pursuant to which ISG and certain of its affiliates, including AGM (and together with its subsidiaries, “Apollo”) manage substantially all of the Company’s portfolio. Apollo's investment team and credit portfolio managers employ their deep experience to assist Athene and its subsidiaries (collectively, the “Athene Group”), including the Company, in sourcing a broad range of asset classes. Apollo has selected a diverse array of corporate bonds and more structured, but highly rated asset classes. The Athene Group also maintains holdings in floating rate and less interest rate-sensitive investments, including collateralized loan obligations (“CLOs”), non-agency residential mortgage-backed securities (“RMBS”) and various other types of structured products. These asset classes permit the Athene Group to earn incremental yield by assuming liquidity risk and complexity risk, rather than assuming solely credit risk. In addition to its core fixed income portfolio, the Athene Group opportunistically allocates approximately 5% of its overall portfolio to alternative investments where it primarily focuses on fixed income-like, cash flow-based investments. The Athene Group's alternative investment strategy is inherently opportunistic rather than being derived from allocating a fixed percentage of assets to the asset class and the strategy is subject to internal concentration limits.

Table of Contents

The percentages of each general and separate accounts asset class held by the Company, based on statutory carrying value as of the dates presented below, are as follows:



Example 12H: Interest Rates increased 50bps. Index Value increased 30% from initial Milestone Date to most recent Milestone Date. Index Value decreased 10% in six months since most recent Milestone Date.
Equity Adjustment (b)			$26,171.53
Interest Adjustment (c)			($1,186.18)
Segment Interim Value (a) + (b) + (c) = (d)			$121,660.35
Withdrawal Charge (e)			($5,800.50)
Cash Surrender Value (d) + (e)			$115,859.85
Example 12I: Interest Rates increased 50bps. Index Value increased 30% from initial Milestone Date to most recent Milestone Date. Index Value decreased 25% in six months since most recent Milestone Date.
Equity Adjustment (b)			$11,559.71
Interest Adjustment (c)			($1,186.18)
Segment Interim Value (a) + (b) + (c) = (d)			$107,048.53
Withdrawal Charge (e)			($5,800.50)
Cash Surrender Value (d) + (e)			$101,248.03

	December 31, 2021				December 31, 2020
	Carrying Value		% of Total		Carrying Value		% of Total
	($ in Thousands)
Asset Class:
Corporate Bonds	$	42,669,483	42	%	$	34,443,848	48	%
Municipal and Other Government Bonds	1,596,260		2		1,033,338		1
ABS (non-MBS, CLO)	11,271,317		11		4,277,796		6
CMBS	2,744,844		3		2,374,097		3
RMBS	3,545,840		3		4,061,787		6
Mortgage Loans	16,615,157		16		9,896,709		14
Real Estate	9,389		—		9,389		—
CLO	9,821,568		10		6,024,309		7
Partnership Interests and Surplus Notes	4,672,454		5		2,234,959		3
Investments in Subsidiaries	430,714		—		435,317		1
Short-term Investments	2,504,498		2		2,547,272		4
Other	6,010,165		6		4,683,734		7
Total	$	101,891,689	100	%	$	72,022,555	100	%

A-5

Competition

The Company operates in highly competitive markets. The Company competes with a variety of large and small industry participants, including diversified financial institutions and insurance and reinsurance companies. These companies compete in one form or another for the growing pool of retirement assets driven by a number of external factors such as the continued aging of the U.S. population and the reduction in safety nets provided by governments and private employers. In the markets the Company operates in, scale and the ability to provide value-added services and build long-term relationships are important factors to compete effectively. The Company believes that its leading presence in the retirement market, diverse range of capabilities and broad distribution network uniquely positions it to effectively serve consumers' increasing demand for retirement solutions, particularly in the FIA market.

The Company faces competition in the FIA market from traditional insurance carriers such as Allianz Life Insurance Company of North America and American International Group Companies. Principal competitive factors for FIAs are initial crediting rates, reputation for renewal crediting action, product features, brand recognition, customer service, distribution capabilities and financial strength ratings of the provider. Competition may affect, among other matters, both business growth and the pricing of the Company’s products and services.

The Company faces strong competition within the institutional channel. With respect to funding agreements, namely those issued in connection with the Company’s FABN program, the Company competes with other insurers that have active FABN programs, such as MetLife, Inc. (“MetLife”) and New York Life Insurance Company. Within the funding agreement market, the Company competes primarily on the basis of perceived financial strength, interest rates and term. With respect to Group Annuities, the Company competes with other insurers that offer such annuities, such as MetLife and Prudential Financial, Inc. Within the PGA market, the Company competes primarily on the basis of price, underwriting, investment capabilities and the ability to provide quality service to the corporate sponsor's pension participants.

Table of Contents

~~Human~~ ~~Capital~~Example ~~Management~~13

AsExample of13 ~~December~~below ~~31,~~shows ~~2021,~~how the ~~Company~~Equity ~~had~~Adjustment ~~515~~Factor ~~employees,~~would ~~all~~be ofdetermined ~~whom~~for ~~were~~a ~~located~~hypothetical atPerformance ~~the~~Blend ~~Company's~~Segment ~~headquarters~~Option insix ~~West~~months ~~Des~~into ~~Moines,~~the ~~Iowa.~~Segment InTerm ~~addition~~Period, ~~the~~after ~~Company receives services from employees of other members of~~ the ~~Athene~~value ~~Group under the terms~~ of ~~a shared services agreement. The Company believes that employee relations are good. None of its employees are subject to collective bargaining agreements, nor is~~ the ~~Company~~derivative ~~aware~~instruments ofhave ~~any~~been ~~efforts~~determined tofor ~~implement~~each ~~such agreements~~index.

Human capital resources are managed at the broader Athene Group level. The Athene Group is committed to a culture that prioritizes teamwork, engagement, inclusivity and pride of ownership. When employees are engaged and feel a sense of purpose and belonging, they are more enthusiastic about their work and the success of the organization. Engagement is driven by many facets of the Athene Group's employee experience. The Athene Group's core values – Believe in your Co-workers, Engage Actively, Act like Owners, and Make it Happen (“BEAM”) – provide the foundation for employee engagement. BEAM was created by a team of employees tasked with articulating the Athene Group's core beliefs. BEAM is core to the Athene Group's culture and helps inspire employees to take positive action in the Athene Group's workplace and in the communities in which the Athene Group operates.


Example 13	On Segment Start Date	On Day Segment Interim Value is Calculated
Value of Derivative Instruments on S&P 500® Index1	11.15%	11.55%
Value of Derivative Instruments on Russell 2000® Index1	11.30%	11.65%
Value of Derivative Instruments on MSCI EAFE Index1	11.45%	11.50%
Weighted Value of Derivative Instruments on S&P 500® Index	2.23%2	3.47%3
Weighted Value of Derivative Instruments on Russell 2000® Index	3.39%	5.83%
Weighted Value of Derivative Instruments on MSCI EAFE Index	5.73%	2.30%
Aggregate Value of Derivative Instruments	11.35%4	11.59%
Equity Adjustment Factor	0.00%	0.25%5

~~Talent~~(1) Value of the derivative instruments as a percent of the Segment Start Date Index Price for each index

~~Recruiting,~~(2) Value developing and retaining high-performing employees in the workplace is very important to the Athene Group. The Athene Group values each employee’s individual talents and skills, and promotes career growth and development for all employees. As the Athene Group invests in the growth and development of ~~its employees,~~ the ~~value~~derivative ofinstruments ~~its~~on ~~workforce increases. The continued success of~~ the ~~Athene~~S&P ~~Group's~~500® ~~business~~multiplied ~~depends upon its ability to retain the employees in whom it has invested. The Athene Group monitors turnover rates~~ by ~~function~~20%, ~~and actively defends against key talent losses to competitors. The Athene Group also conducts annual succession planning to ensure that~~ as the ~~organization~~S&P ~~expands,~~500® ishad ~~subject~~the tolowest ~~turnover and/or provides promotional opportunities, it is in a position to fill key open positions.~~value

of Toderivative ~~measure~~instruments ~~employee~~for ~~satisfaction and engagement,~~ the ~~Athene~~three ~~Group~~indices administers an annual employee engagement survey. The scores and feedback are reviewed by management in addition to being communicated to all Athene Group employees. The Athene Group adjusts to its business practices based on ~~feedback received. To achieve meaningful feedback,~~ the ~~Athene~~Segment ~~Group~~Start ~~strives to achieve high employee completion rates.~~ Date

~~Diversity~~(3) Value of the derivative instruments on the S&P 500® multiplied by 30%, ~~Equity~~as ~~and~~the ~~Inclusion~~S&P 500® had the second

highest ~~The~~value Athene Group is committed to ensuring diversity, equity and inclusion (“DEI”) are woven into its organizational values. The Athene Group's DEI efforts are led by its Senior Vice President, Diversity, Equity and Inclusion, who reports to Athene's Executive Vice President of ~~Human~~derivative ~~Resources,~~instruments ~~with~~for ~~additional reporting responsibilities to~~ the ~~Legal~~three &indices ~~Regulatory~~on ~~Committee of Athene's board of directors,~~ the ~~committee~~day ~~charged with oversight of~~ the ~~Athene~~Segment ~~Group's~~Interim ~~DEI~~Value ~~efforts~~is and the Athene Group's corporate and social responsibility efforts more broadly. The Athene Group has established a Diversity & Inclusion Council and ten Employee Resource Groups (“ERGs”) that work to elevate diversity efforts by fostering a workplace that cultivates employees' differences, where employees feel celebrated, engaged, and connected. The Athene Group seeks to build a diverse workforce that delivers on its business objectives and embodies its values. The Athene Group engages actively with its communities to make a difference in the places in which its employees live and work. calculated

(4) Sum Inof ~~addition to~~ the ~~Athene~~weighted ~~Group's~~values ~~human resources and DEI leadership, the Athene Group currently has a DEI Analyst and ten advisors supporting its ten ERGs, which are comprised~~ of: ~~Advancing~~derivative ~~Abilities~~instruments ~~Partnership;~~for ~~African~~all ~~American~~three ~~Athene~~indices ~~Connection;~~(2.23% ~~Athene~~+ ~~Asian~~3.39% ~~Alliance;~~+ ~~Athene Military Veterans Organization; Bermuda Diversity and Inclusion Committee; Comunidad; Lesbian, Gay, Bisexual, Transgender, Queer/Questioning;~~ 5.73%)

62(5) The Equity Adjustment Factor is calculated as A - B x (1 - Y), where A equals the aggregate value of derivative instruments on the

day the Segment Interim Value is calculated; B equals the aggregate value of derivative instruments on the Segment Start Date; and Y

equals the number of whole years elapsed since the Segment Start Date, divided by the Segment Term Period. In this example, A is

11.59%, B is 11.35%, and Y is 0 because a full year has not yet elapsed since the Segment Start Date. The Equity Adjustment Factor

is therefore calculated as 11.59% - 11.35% x (1 - 0) = 0.25% to the nearest basis point.

A-6

Table of Contents

~~LiveWell;~~Example ~~Volunteer~~14 ~~Committee; and Women’s Inclusion Network. Each ERG is paired with a member of Athene's Executive Committee to provide a direct link between the group and Athene's executive leadership.~~

~~Pay~~Example 14 below shows how the Equity Adjustment Factor would be determined for a hypothetical Milestone Lock Segment Option three years and six months into the Segment Term Period, after the value of the derivative instruments have been determined for the Reference Index. For this hypothetical Milestone Lock Segment Option, the Milestone Credit Percentages were determined at the end of years one and three.

The Athene Group's performance-based compensation strategy is designed to recognize and reward employees for their contribution to the Athene Group's success, and the Athene Group strives to provide strong, equitable incentives for performance. Compensation may be comprised of up to three elements: base compensation, which is determined based upon a number of factors, including size, scope and impact of the employee’s role, the market value associated with the employee’s role, leadership skills, length of service and individual performance; an annual incentive award, which if applicable, is a cash incentive award determined based on a combination of individual and company performance during the period to which the incentive award relates; and a long-term incentive award, which if applicable, is a stock-based award intended to compensate an employee for the employee's contribution to the Athene Group's success and to align the interest of the award recipient with the Athene Group's interest during the vesting period of the award. The Athene Group seeks to determine compensation on the basis of merit and without regard to demographic characteristics.


Example 14			Milestone Lock Segment Option
Value of Derivative Instruments on Segment Start Date1			11.15%
Value of Derivative Instruments on Day Segment Interim Value is Calculated2			11.55%
Milestone Credit Percentage at End of Year 1			27.50%
Milestone Credit Percentage at End of Year 2			Not Applicable
Milestone Credit Percentage at End of Year 3			29.25%
Equity Adjustment Factor3			78.25%4

~~Regulation~~(1) Value of the derivative instruments as a percent of the Segment Start Date Index Price

~~The~~(2) Value ~~Company is licensed to transact its insurance business in, and is subject to, regulation and supervision by, Puerto Rico, the District~~ of ~~Columbia and all states other than~~ the ~~State~~derivative ofinstruments New York (in which the Company’s direct and indirect subsidiaries, AANY and ALICNY, are licensed to transact insurance business). The Company’s business is also subject to certain international regulations and frameworks as ~~well~~a aspercent ~~the laws and regulations~~ of ~~various other jurisdictions. A summary of certain of~~ the ~~laws,~~most ~~regulations~~recent ~~and~~Milestone ~~frameworks~~Date toIndex ~~which the Company is subject is set forth below.~~Price

~~From~~(3) Equity ~~time~~Adjustment toFactor ~~time,~~as ~~in the ordinary course~~ of ~~business and like others in~~ the ~~insurance~~day ~~and financial services industries,~~ the ~~Company~~Segment ~~receives~~Interim ~~requests~~Value ~~for~~is information from government agencies in connection with such agencies’ regulatory or investigatory authority. Such requests can include market conduct examinations, subpoenas or demand letters for documents to assist the government in audits or investigations. The Company reviews such requests and notices and takes appropriate action. The Company has been subject to certain requests for information and investigations in the past and could be subject to them in the future. calculated

~~General~~(4) The Equity Adjustment Factor is calculated as [A x (1 + C) + C] - [B x (1 - Y)], where A equals the value of derivative instruments on the day the Segment Interim Value is calculated; B equals the value of derivative instruments on the Segment Start Date; C equals the result of the following calculation: add one to each Milestone Credit Percentage, then multiply each of these sums together, then subtract one from the result; and Y equals the number of whole years elapsed since the Segment Start Date, divided by the Segment Term Period. In this example, A is 11.55%, B is 11.15%, C is 64.79% = (1 + 27.50%) x (1 + 29.25%) - 1, and Y is 0.50 because three full years have elapsed since the Segment Start Date and the Segment Term Period is six years. The Equity Adjustment Factor is therefore calculated as [11.55% x (1 + 64.79%) + 64.79%] - [11.15% x (1 - 0.50)] = 78.25% to the nearest basis point.

The Company is organized and domiciled in Iowa (the “Domiciliary State”) and is also licensed as an insurer in the Domiciliary State. The Company is regulated by the insurance department of the Domiciliary State as well as each of the insurance regulators in the other states where the Company is authorized to transact insurance business. The primary purpose of such regulatory supervision is to protect policyholders. Generally, insurance products underwritten by the Company must be approved by the insurance regulators in each state in which they are sold.A-7

State insurance authorities have broad administrative powers over the Company with respect to all aspects of its insurance business including: (1) licensing to transact business; (2) licensing of producers; (3) prescribing which assets and liabilities are to be considered in determining statutory surplus; (4) regulating premium rates for certain insurance products; (5) approving policy forms and certain related materials; (6) determining whether a reasonable basis existed as to the suitability of the annuity purchase recommendations producers make and, in certain states, that such recommendations are in the best interest of the consumer; (7) regulating unfair trade and claims practices; (8) establishing reserve requirements, solvency standards and minimum capital requirements; (9) regulating the amount of dividends that may be paid in any year; (10) regulating the availability of reinsurance or other substitute financing solutions, the terms thereof and the ability of an insurer to take credit on its financial statements for insurance ceded to reinsurers or other substitute financing solutions; (11) fixing maximum interest rates on life insurance policy loans, minimum crediting rates on accumulation products and minimum allowable

Table of Contents

Example ~~surrender values; (12) regulating the type, amounts and valuations of investments permitted; (13) setting parameters with affiliates; and (14) regulating other matters.~~ 15

~~The~~ Assume ~~rates,~~the ~~forms,~~Segment ~~terms~~Value ~~and~~is ~~conditions~~$100,000 ofon the ~~Company’s~~Segment ~~reinsurance~~Start ~~agreements~~Date ~~with~~and ~~unaffiliated~~is ~~third~~allocated ~~parties~~to ~~generally~~the ~~are~~Fixed ~~not~~Segment ~~directly~~Option ~~subject~~with toa ~~regulation~~2% byannual ~~any~~Fixed ~~state~~Account ~~insurance~~Rate. ~~department~~If, insix ~~the~~months ~~United~~into ~~States.~~the ~~This~~Segment ~~contrasts~~Term ~~with~~Period, ~~primary~~the ~~insurance~~Interest ~~where,~~Adjustment asindex ~~discussed~~value ~~above,~~has ~~the~~decreased ~~policy~~such ~~forms~~that ~~and~~the ~~premium~~Interest ~~rates~~Adjustment ~~are~~Factor ~~generally~~was ~~regulated~~-2.68%, bythe ~~state~~following ~~insurance~~values ~~departments~~would result.

From time to time, increased scrutiny has been placed upon the U.S. insurance regulatory framework, and a number of state legislatures have considered or enacted legislative measures that alter, and in many cases increase, state authority to regulate insurance and reinsurance companies. In addition to legislative initiatives of this type, the National Association of Insurance Commissioners (the “NAIC”) and state insurance regulators are regularly involved in a process of reexamining existing laws and regulations and their application to insurance and reinsurance companies.


Example 15 - Segment Interim Value after Withdrawal prior to a Segment End Date
Annual Interest Rate	2.00%
Interest Adjustment Factor	-2.68%
Segment Value on the Segment Start Date	$	100,000.00
Immediately Before Withdrawal
Accumulated Segment Credits	$	995.05
Segment Value	$	100,995.05
Total Interest Adjustment	$	(2,706.67)	1
Segment Interim Value	$	98,288.38
Withdrawal
Withdrawal Amount	$	20,000.00
Interest Adjustment attributable to Withdrawal	$	(535.90)	2
Withdrawal Charge	$	(800.00)	3
Net Withdrawal Amount Paid to Owner	$	18,664.10
Immediately After Withdrawal
Resulting Segment Value	$	80,995.05

(1) Total ~~Furthermore,~~Interest ~~while~~Adjustment ~~the~~= ~~federal government in most contexts currently does not directly regulate the insurance business~~100,995.05 ~~federal~~x ~~legislation and administrative policies in a number of areas, such as employee benefits and pension regulation, age, sex and disability~~-~~based~~2.68% ~~discrimination,~~= ~~financial services regulation~~(2, ~~securities regulation, derivatives regulation, privacy regulation and federal taxation, can significantly affect the insurance business~~706. ~~It is not possible to predict the future impact of changing regulation on the Company’s operations.~~ 67)

(2) Interest InAdjustment ~~addition,~~attributable as part of Athene’s acquisition of Aviva USA, Athene acquired a special purpose insurance company, Athene Re IV, which is a subsidiary of the Company. Athene Re IV is domiciled in Vermont and provides reinsurance to ~~the~~Withdrawal ~~Company~~= in order to facilitate the financing of the current deficit on a closed block of policies resulting from the demutualization of a prior insurance company currently part of the Company. As part of the acquisition of the Company20,000 ~~the~~x liabilities associated with such closed block of insurance policies, including any exposure to payments due from such special purpose insurance company subsidiary, were reinsured to Accordia Life and Annuity Company-2.68% ~~The~~= Company does not actively write business that requires the use of captive reinsurers. The substantial majority of all policyholder obligations written or held by the Company are ultimately reinsured to Athene Annuity Re, Ltd. (~~“AARe”)~~535. 90)

~~NAIC~~(3) Assumes 8% Withdrawal Charge applied and no other Withdrawals have occurred since the last Contract Anniversary. 10% of the 100,000 may be taken without a Withdrawal Charge under the Free Withdrawal provision, so only the remaining 20,000 - 10,000 = 10,000 is charged

The NAIC is an organization, the mandate of which is to benefit state insurance regulatory authorities and consumers by promulgating model insurance laws and regulations for adoption by the states. The NAIC also provides standardized insurance industry accounting and reporting guidance through the NAIC Accounting Manual. However, model insurance laws and regulations are only effective when adopted by the states, and statutory accounting and reporting principles continue to be established by individual state laws, regulations and permitted practices. Changes to the NAIC Accounting Manual or modifications by the various state insurance departments may affect the statutory capital and surplus of the Company.A-8

Some of the NAIC pronouncements, particularly as they affect accounting issues, take effect automatically in the various states without affirmative action by the states. Statutes, regulations and interpretations may be applied with retroactive impact, particularly in areas such as accounting and reserve requirements. Also, regulatory actions with prospective impact can potentially have a significant impact on products that the Company currently sells. The NAIC continues to work to reform state regulation in various areas, including reporting requirements for investment transactions with related parties that are not "affiliated" under the NAIC's Insurance Holding Company System Regulatory Act and Model Regulation (the "Holding Company Model Act").

Own Risk and Solvency Assessment ("ORSA") Model Act

The Company is subject to the ORSA Model Act, which has been enacted by the Domiciliary State and requires insurance companies to assess the adequacy of their and their group’s risk management and current and

Table of Contents

Example future solvency position. Under the ORSA Model Act, certain insurers must undertake an internal risk management review at least annually (but also at any time when there are significant changes to the risk profile of the insurer or its insurance group), in accordance with the NAIC’s ORSA Guidance Manual, and prepare an ORSA Summary Report (“ORSA Report”) assessing the adequacy of the insurer’s risk management and capital in light of its current and future business plans. The ORSA Report is required to be filed with a company’s lead state regulator and made available to other domiciliary regulators within the holding company system. The Company files the ORSA Report with the Iowa Insurance Division ("IID") as its lead state regulator and concurrently provides the ORSA Report to the Delaware Department of Insurance and the New York State Department of Financial Services ("NYSDFS"). 16

Assume ~~Corporate~~the ~~Governance~~Segment ~~Annual~~Value ~~Disclosure~~is ~~Model~~$100,000 ~~Act~~on the Segment Start Date is allocated to a 1-Year Buffer Segment Option with a Segment Fee of 0.95%, a Cap Rate of 18% and ~~Model~~a ~~Regulation~~Participation ~~(together~~Rate of 100%. If, on the ~~"Corporate~~Segment ~~Governance~~End ~~Model~~Date, ~~Act")~~Interest Rates have increased 50 bps and the Index Value has increased 25%, the following values would result.

The Company is subject to the Corporate Governance Model Act, a form of which has been adopted in the Domiciliary State and requires an insurer to provide an annual disclosure regarding its corporate governance practices to its lead state and/or domestic regulator. The Company is in compliance with the Corporate Governance Model Act as adopted by Iowa.


Example 16 - Segment Interim Value on a Segment End Date
Segment Credit percentage	18.00% (= 100% x MIN(25%,18%))
Equity Adjustment Factor	0.00%
Interest Adjustment Factor	-2.44%
Segment Value on last Segment Start Date	$	100,000.00
On Segment End Date
Accumulated Segment Fee Amount	$	950.00
Segment Credit Amount Applied on Segment End Date	$	17,829.00	1
Segment Value	$	116,879.00
Total Equity Adjustment	$	—	2
Total Interest Adjustment	$	(2,851.84)	3
Segment Interim Value	$	114,027.16

~~Insurance~~(1) Segment ~~Holding~~Credit ~~Company~~Applied ~~Regulation~~= Segment Credit percentage x Segment Value Prior to Segment Credit

= ~~Each~~Segment ~~direct~~Credit ~~and~~percentage ~~indirect~~x ~~parent~~(Segment ofValue ~~the~~on ~~Company~~Segment isStart ~~subject~~Date to the insurance holding company laws of the Domiciliary State. These laws generally require an insurance holding company and insurers that are members of such holding company system to register with their domestic insurance regulators and to file certain reports with those authorities, including information concerning their capital structure, ownership, financial condition, certain intercompany transactions and general business operations. Generally, under these laws, transactions between the Company and its affiliates, including any reinsurance transactions and affiliated investment, must be fair and reasonable and, if material or included within a specified category, require prior notice and approval or non-~~disapproval~~ byAccumulated ~~the~~Segment ~~insurance~~Fee ~~department~~Amount ~~of their respective domiciliary state.~~ -

Withdrawals ~~Most~~Since ~~states,~~Segment ~~including~~Start the Domiciliary State, have insurance laws that require regulatory approval of a direct or indirect change of control of an insurer, which would include a change of control of its holding company. Laws such as these prevent any person from acquiring direct or indirect control of the Company unless that person has filed a statement with specified information with the commissioner, superintendent or director of the Domiciliary State (each, a "Commissioner"Date) ~~and~~= ~~has obtained the Commissioner’s prior approval. Under most states’ statutes, including those of the Domiciliary State, acquiring 10~~18% orx ~~more of a voting interest in an insurance company or its parent company is presumptively considered a change of control~~(100,000 ~~although~~- ~~such~~950 ~~presumption~~- ~~may be rebutted. Accordingly, any person who acquires 10% or more of a voting interest in a direct or indirect parent of the Company (including Athene~~0) ~~without~~= the prior approval of the Commissioner of the Domiciliary State will be in violation of the Domiciliary State’s law and may be subject to injunctive action requiring the disposition or seizure of those securities by the Commissioner or prohibiting the voting of those securities and/or to other actions determined by the Commissioner. Further17, ~~a willful violation of these laws is punishable in the Domiciliary State as a criminal offense~~829. 00

In addition, most states’ insurance holding company laws require any controlling person of a U.S. insurer seeking to divest its controlling interest in the insurance company to file with the relevant insurance Commissioner a confidential notice of the proposed divestiture at least thirty days prior to the cessation of control (~~unless a person acquiring control from the divesting party has filed notice of the proposed acquisition of control with the Commissioner~~2). Total ~~After~~Equity ~~receipt~~Adjustment of= ~~the notice~~116,879 ~~the~~x ~~Commissioner~~0.00% ~~must~~= ~~determine whether the parties seeking to divest or to acquire a controlling interest will be required to file for or obtain approval of the transaction~~0.00 ~~These laws may discourage potential acquisition proposals and may delay, deter or prevent an acquisition of control of a direct or indirect parent of the Company~~ (~~including~~The ~~Athene)~~Equity ~~(in~~Adjustment ~~particular~~is ~~through~~always anzero ~~unsolicited~~on ~~transaction), even if the shareholders of such parent consider such transaction to be desirable.~~any

65Segment End Date)

(3) Total Interest Adjustment = 116,879 x -2.44% = (2,851.84)

A-9

Table of Contents

Appendix ~~Holding~~B ~~company~~- ~~system~~Performance ~~regulations~~Lock currently in effect in New York require prospective acquirers of New York domiciled insurers to provide detailed disclosure with respect to intended changes to the business operations of the insurer, and expressly authorize the NYSDFS to impose additional conditions on such acquisitions. Pursuant to these regulations, the NYSDFS may limit the changes that the acquirer may make to the insurer’s business operations for a specified period of time following the acquisition without the NYSDFS’ prior approval. In particular, the regulation provides the NYSDFS with the specific authority to require acquirers of New York domiciled life insurers to post assets in a trust account for the benefit of the target company’s policyholders. In making such determination, the NYSDFS may consider whether the acquirer is, or is controlled by or under common control with, an investment manager such as AGM. The NAIC has also published in its Financial Analysis Handbook specific narrative guidance for state insurance examiners to consider in reviewing applications for an acquisition of insurance and reinsurance companies by a private equity firm. The NAIC also is undertaking a review of regulatory considerations applicable to insurers and reinsurers owned by a private equity firm and has appointed the Macroprudential (E) Working Group to coordinate this workstream. No specific action has been taken by the Macroprudential (E) Working Group as of February 1, 2022 other than the adoption of a list of “Regulatory Considerations Applicable (But Not Exclusive) to Private Equity (PE) Owned Insurers,” which list requires further adoption by a task force and committee of the NAIC. Once the list is fully adopted, the Macroprudential (E) Working Group will assess each consideration to determine whether additional work by the NAIC is deemed necessary in addition to the projects currently underway and, if so, by which NAIC committee. Accordingly, the Company is currently unable to predict the impact of such NAIC activities on our business, including its investment activities. Examples

InExample addition, many state insurance laws require prior notification to state insurance departments of a change in control of a non-domiciliary insurance company doing business in that state. While these pre-acquisition notification statutes do not authorize the state insurance departments to disapprove the change in control, they authorize regulatory action in the affected state if particular conditions exist such as undue market concentration. Any future transactions that would constitute a change in control of the Company may require prior notification in those states that have adopted pre-acquisition notification laws.17

The ~~insurance~~example ~~holding~~below ~~company~~illustrates ~~laws~~the mechanics of the ~~Domiciliary~~Performance ~~State~~Lock ~~also~~feature. ~~require~~The ~~the~~assumed ~~ultimate~~index ~~controlling~~return ~~party~~and toEquity ~~file~~Adjustment anFactor ~~annual~~at ~~enterprise~~each ~~risk~~point ~~report~~in ~~identifying~~time ~~the~~is ~~material~~hypothetical ~~risks~~and ~~within~~not ~~the~~reflective ~~insurance~~of ~~holding~~any ~~company~~specific ~~system~~economic ~~that~~scenario. ~~could~~Further, ~~pose~~the ~~enterprise~~values ~~risk~~shown tofocus on the ~~licensed~~Segment ~~companies.~~Value Anand ~~enterprise~~Performance ~~risk~~Lock isValue ~~generally~~for ~~defined~~the asapplicable anSegment ~~activity~~Options. orThey ~~event~~do ~~involving~~not ~~affiliates~~reflect ofany anapplicable ~~insurer~~Interest Adjustment and Withdrawal Charges that ~~could~~would ~~have~~apply in the event of a ~~material~~Withdrawal ~~and~~or ~~adverse~~surrender. ~~effect~~The oncalculations assume the ~~insurer~~initial orSegment ~~the~~Term ~~insurer’s~~Period ~~holding~~starts ~~company~~on ~~system.~~01/08/2022, with:

•$15,000.00 ~~Group~~allocated ~~Capital~~to the 1-year Fixed Segment Option

~~In December 2020~~•$30, the NAIC adopted amendments to the Holding Company Model Act to require, subject to certain exceptions, the ultimate controlling person of every insurer subject to the holding company registration requirement to file an annual group capital calculation (“GCC”) with its lead state on a confidential basis000.00 ~~The~~allocated ~~GCC is a tool developed by the NAIC~~ to ~~provide U.S. regulators with a method to aggregate~~ the ~~available~~1-year ~~capital~~10% ~~and~~Buffer ~~the~~Russell ~~minimum~~2000® ~~capital~~Segment of each entity in a group in a way that applies to all groups regardless of their structure. The December 2020 amendments also require the ultimate controlling person for certain large U.S. life insurers and insurance groups meeting certain scope criteriaOption, ~~based on the amounts of business written or material exposure to certain investment transactions, to file the results of a liquidity stress test (“LST”) annually~~ with ~~the lead state of the insurance group. The LST utilizes~~ a ~~company~~Cap ~~cash-flow~~Rate projection approach incorporating liquidity sources and uses over various time horizons under a baseline assumption and stress scenarios that may vary from year to year. Iowa has not yet adopted the December 2020 amendments to the Holding Company Model Act. The NAIC has stated that the GCC calculation will be a regulatory tool and will not constitute a requirement or standard; however, these regulatory developments may increase the amount of capital that Athene is required to hold and could result in Athene being subject to increased regulatory requirements. While Athene does not currently expect this regulatory tool to impact its business, it is impossible to predict accurately if it will over time. 22%

66•$55,000.00 allocated to the 6-year 20% Buffer S&P 500® Segment Option, with a Cap Rate of 100%.

The Fixed Segment Option accumulates at an Annual Interest Rate of 2.00%. The Index-Linked Segment Option columns show the hypothetical Performance Lock Value for each Segment Option at each point in time, which is equal to the Segment Value plus the Equity Adjustment. An implied volatility of 24%, index dividend yield of 1.95%, and swap rate of 2.60% are assumed in the calculation of the Equity Adjustment. These values are hypothetical for the purpose of illustrating the calculations and are not intended to reflect available values in the market on any given date. The table below illustrates the transfer mechanics to the Fixed Segment Option from multiple Index-Linked Segment Options, with Performance Locks exercised at different times.


Date	Event	Time of Values	1-Year Fixed Segment Value	1-Year 10% Buffer Russell 2000® Performance Lock Value	6-Year 20% Buffer S&P 500® Performance Lock Value
04/23/2022	Request for Performance Lock on 1-Year 10% Buffer Russell 2000® Segment Option	Immediately Before Transfer	$ 15,085.691	$ 32,781.172	$ 52,019.453
04/23/2022	Request for Performance Lock on 1-Year 10% Buffer Russell 2000® Segment Option	Immediately After Transfer	$ 47,866.864	$ 0.00	$ 52,019.45
. . .	. . .	. . .	. . .	. . .	. . .
11/16/2022	Request for Performance Lock on 6-Year 20% Buffer S&P 500® Segment Option	Immediately Before Transfer	$ 48,407.465	$ 0.00	$ 61,541.666
11/16/2022	Request for Performance Lock on 6-Year 20% Buffer S&P 500® Segment Option	Immediately After Transfer	$ 109,949.127	$ 0.00	$ 0.00

(1) A Performance Lock on the 1-Year 10% Buffer Russell 2000® Segment Option is exercised on 04/23/2022. The Fixed Segment Value on that date has been accumulated for 105 days (from 01/08/2022 to 04/23/2022). The Fixed Segment Value before transfer = Fixed Segment Value on Segment Start Date x (1 + Annual Interest Rate)^(days elapsed/365) = $15,000.00 x (1 + 2.00%)^(105/365) = $15,085.69

B-1

Table of Contents

~~Restrictions~~(2) Current Segment Value = Segment Value on ~~Dividends~~Segment ~~and~~Start ~~Other~~Date ~~Distributions~~- (Segment Fee Base x 0.95% Fee x days elapsed since Segment Start Date / 365) = $30,000.00 - ($30,000.00 x 0.95% x 105/365) = $29,918.01

Index ~~Current~~return ~~law~~since ofSegment ~~the~~Start ~~Domiciliary~~Date ~~State~~= permits the payment of ordinary dividends or distributions which, together with dividends or distributions paid during the preceding twelve months, do not exceed the greater of (1) 10% of the insurer’s surplus as regards policyholders as of the immediately preceding year end or (2) the net gain from operations of the insurer for the preceding twelve-month period ending as of the immediately preceding year end17. Current law of New York permits the payment of dividends or distributions which, together with dividends or distributions paid during any calendar year, (1) is out of earned surplus and does not exceed the greater of (a) 1011% of the insurer’s surplus as regards policyholders as of the end of the immediately preceding calendar year or (b) the net gain from operations of the insurer for the immediately preceding calendar year, not including realized capital gains, not to exceed 30% of the insurer’s surplus as regards policyholders as of the end of the immediately preceding calendar year; or (2) do not exceed the lesser of (a) 10% of the insurer’s surplus as regards policyholders as of the end of the immediately preceding calendar year or (b) the net gain from operations of the insurer for the immediately preceding calendar year, not including realized capital gains. Any proposed dividend in excess of these amounts is considered an extraordinary dividend or extraordinary distribution and may not be paid until it has been approved, or a 30-day waiting period has passed during which it has not been disapproved, by a Commissioner. Additionally, under the current law of the Domiciliary State, the Company may only pay ordinary dividends from the insurer's earned surplus on its business, which shall not include contributed capital or contributed surplus, AADE may only pay ordinary dividends from that part of its available and accumulated surplus funds which is derived from realized net operating profits on its business and realized capital gains, and ALICNY may only pay ordinary dividends pursuant to the “greater of” standard described above from that part of its positive unassigned funds, excluding 85% of the change in net unrealized capital gains or losses less capital gains tax, for the immediately preceding year. The insurance laws and regulations of the Domiciliary State and New York also require that an insurer’s surplus as regards policyholders following any dividend or distribution be reasonable in relation to such insurer’s outstanding liabilities and adequate to meet its financial needs.

Equity ~~Based~~Adjustment onFactor ~~the~~= ~~Company’s statutory basis financial results as of December 31, 2021, the Company may not declare or pay dividends without approval in 2022~~9. Any payment of dividends by the Company in 2022 will require the prior approval or non-disapproval of the Commissioner of the Domiciliary State. As of March 15, 2022, the Company had not paid any dividends in 2022 .57%

~~Credit~~Performance Lock Value for ~~Reinsurance~~1-Year ~~Ceded~~10% Buffer Russell 2000® Segment Option on 04/23/2022 = Current Segment Value x (1 + Equity Adjustment Factor) = $29,918.01 x (1 + 9.57%) = $32,781.17

(3) Current ~~The~~Segment ~~ability~~Value of= aSegment ~~ceding~~Value ~~insurer~~on toSegment ~~take~~Start ~~reserve~~Date ~~credit~~- ~~for~~(Segment ~~the~~Fee ~~business~~Base ~~ceded~~x to0.95% ~~reinsurance~~Fee ~~companies~~x ~~through~~days ~~coinsurance~~elapsed issince aSegment ~~significant~~Start ~~component~~Date of/ ~~reinsurance~~365) ~~regulation~~= ~~and is often a determining factor in establishing a reinsurance relationship~~$55,000.00 ~~Under the Dodd~~-~~Frank~~ ~~Wall Street Reform and Consumer Protection Act of 2010~~($55, ~~only the state in which a ceding insurer is domiciled may regulate the financial statement credit for reinsurance taken by that ceding insurer~~000.00 ~~With~~x ~~respect to U~~0.~~S.-domiciled~~95% ~~ceding~~x ~~companies, credit is typically granted when (i~~105/365) ~~the~~= reinsurer is licensed or accredited in the state where the ceding company is domiciled; (ii) the reinsurer is domiciled in a state with credit for reinsurance laws and regulations that are substantively similar to the credit for reinsurance laws and regulations in the ceding insurer’s state of domicile and the reinsurer meets certain financial requirements; or (iii) other conditions are satisfied$54, ~~such as the reinsurer securing its obligations to the cedant with qualified collateral~~849. 69

Index ~~Athene’s~~return ~~Bermuda~~since ~~reinsurance~~Segment ~~subsidiaries~~Start ~~have~~Date ~~provided,~~= ~~and may in the future provide, reinsurance to the Company in the normal course of business~~-8. As none of Athene’s Bermuda reinsurance subsidiaries are licensed, accredited or approved in any U.S. state or jurisdiction, unless certain conditions are satisfied (see below), when engaging in coinsurance transactions, each of Athene's Bermuda reinsurance subsidiaries must collateralize its obligations to the Company in order for the Company to obtain credit against its reserves on its statutory basis financial statements. 75%

Equity ~~Credit~~Adjustment ~~for~~Factor ~~reinsurance~~= ~~laws and regulations adopted by the various states are based on the NAIC’s Credit for Reinsurance Model Law and Regulation (the “Credit for Reinsurance Model Law”) and provide that collateral~~ -5.16%

67Performance Lock Value for 6-Year 20% Buffer S&P 500® Segment Option on 04/23/2022 = Current Segment Value x (1 + Equity Adjustment Factor) = $54,849.69 x (1 - 5.16%) = $52,019.45

(4) The locked funds from the 1-Year 10% Buffer Russell 2000® Segment Option are transferred into the Fixed Segment Option after all other transactions have been recorded on that day. Fixed Segment Value after Performance Lock = Fixed Segment Value before transfer + Performance Lock Value transferred in = $15,085.69 + $32,781.17 = $47,866.86

(5) A second Performance Lock on the 6-Year 20% Buffer S&P 500® Segment Option is exercised on 11/16/2022. The Fixed Segment Value is accumulated for another 207 days since the previous Performance Lock transaction (from 04/24/2022 to 11/16/2022). The Fixed Segment Value before transfer = Fixed Segment Value after previous Performance Lock x (1 + Annual Interest Rate)^(days elapsed since previous Performance Lock / 365) = $47,866.86 x (1 + 2.00%)^(207/365) = $48,407.46

(6) Current Segment Value = Segment Value on Segment Start Date - (Segment Fee Base x 0.95% Fee x days elapsed since Segment Start Date / 365) = $55,000.00 - ($55,000.00 x 0.95% x 312/365) = $54,553.37

Index return since Segment Start Date = 20.75%

Equity Adjustment Factor = 12.81%

Performance Lock Value for 6-Year 20% Buffer S&P 500® Segment Option on 11/16/2022 = Current Segment Value x (1 + Equity Adjustment Factor) = $54,553.37 x (1 + 12.81%) = $61,541.66

(7) The locked funds from the 6-Year 20% Buffer S&P 500® Segment Option are transferred into the Fixed Segment Option after all other transactions have been recorded on that day. Fixed Segment Value after Performance Lock = Fixed Segment Value before transfer + Performance Lock Value transferred in = $48,407.46 + $61,541.66 = $109,949.12

B-2

Table of Contents

Example ~~requirements may be reduced for reinsurance ceded to certain unauthorized or non-accredited non-U.S.-based reinsurers that satisfy certain criteria to qualify as a certified reinsurer.~~ 18

The Inexample ~~June~~below ofuses ~~2019,~~ the ~~NAIC~~same ~~adopted~~values ~~revisions~~and toassumptions ~~the~~as ~~Credit~~Example ~~for~~17 ~~Reinsurance~~up ~~Model~~through ~~Law~~11/16/2022. ~~to allow a ceding insurer to take credit for reinsurance ceded to a qualifying unauthorized reinsurer without collateral if the reinsurer satisfies certain conditions~~However, ~~including~~it ~~being domiciled in a reciprocal jurisdiction. The NAIC~~ has ~~approved~~an ~~Bermuda~~additional asevent aon ~~reciprocal~~the ~~jurisdiction.~~Fixed ~~Iowa,~~Segment ~~Delaware~~Option ~~and~~Segment ~~New~~End ~~York~~Date ~~have~~to ~~adopted~~illustrates the ~~2019~~default ~~revisions~~re-allocation tomechanics ~~the~~if ~~Credit~~you ~~for~~do ~~Reinsurance~~not ~~Model~~instruct ~~Law~~otherwise. AsFunds ~~other~~are ~~states~~re-allocated ~~adopt the 2019 revisions~~ to the ~~Credit~~Index-Linked ~~for~~Segment ~~Reinsurance~~Options ~~Model Law, Athene’s Bermuda reinsurance subsidiaries will be eligible to apply to the adopting states for a determination~~ that ~~they~~exercised ~~have~~Performance ~~satisfied~~Locks ~~the~~proportionately. ~~conditions~~These ~~specified~~proportions ~~in the 2019 revisions and, to the extent any such determinations~~ are ~~made,~~based ~~will not be required by law~~ on ~~a prospective basis to post collateral with respect to reinsurance ceded by insurers domiciled in such states. The NAIC adopted a new accreditation standard that requires states to adopt~~ the ~~revisions~~Performance noLock ~~later~~Value(s) ~~than~~at ~~September 1, 2022, which is likely to motivate~~ the ~~remaining~~time ~~states to adopt the revisions. To date, none~~ of ~~Athene’~~lock(s ~~Bermuda reinsurance subsidiaries has received a determination that it satisfies the conditions to forgo the collateral posting requirements in any U.S. state or jurisdiction; however~~), ~~Athene~~and ~~currently has an application pending with~~ the ~~Domiciliary~~Fixed ~~State.~~Segment ~~Should~~Value ~~such~~at ~~application be approved, Athene’s Bermuda reinsurance subsidiaries would be permitted to forgo~~ the ~~collateral~~time ~~posting requirements with respect to business ceded by the Company pursuant to any coinsurance agreement entered into, amended or renewed after the effective date~~ of the ~~2019~~first ~~revisions~~lock. toThis ~~the~~example ~~Credit~~assumes ~~for~~no ~~Reinsurance~~Withdrawals ~~Model~~were ~~Law~~taken induring the ~~Domiciliary~~Segment ~~State~~Term ~~and only with respect to losses incurred and reserves reported after the date on which the IID determines Athene’s Bermuda reinsurance subsidiaries have satisfied the conditions specified therein~~Period.

Statutory Investment Valuation Reserves


Date	Event	Time of Values	1-Year Fixed Segment Value	1-Year 10% Buffer Russell 2000® Segment Value	6-Year 20% Buffer S&P 500® Segment Value	1-Year 20% Buffer S&P 500® Segment Value
11/16/2022	Segment Values as of Previous Performance Lock	Immediately After Transfer	$ 109,949.12	$ 0.00	$ 0.00	$ 0.00
. . .	. . .	. . .	. . .	. . .	. . .	. . .
01/08/2023	Fixed Segment End Date	Immediately Before Re-allocation	$ 110,265.731	$ 0.00	$ 0.00	$ 0.00
01/08/20232	Fixed Segment End Date	Immediately After Re-allocation	$ 15,205.653	$ 33,035.614	$ 0.00	$ 62,024.475

~~Life insurance companies are required to establish an Asset Valuation Reserve~~ (~~“AVR”~~1) ~~to stabilize statutory contract holder surplus from fluctuations in the market value of investments.~~ The ~~AVR~~Fixed ~~consists~~Segment ofValue ~~two~~is ~~components:~~accumulated ~~(1) a “default component”~~ for ~~possible~~another ~~credit-related~~53 ~~losses~~days onsince fixed maturity investments and (2) an “equity component” for possible market-value losses on all types of equity investments, including real estate-related investments. Although future additions to the ~~AVR~~previous ~~will~~Performance ~~reduce~~Lock ~~the~~transaction future statutory capital and surplus of the Company, the Company does not believe that the impact under current regulations of such reserve requirements will materially affect the Company. Insurers also are required to establish an Interest Maintenance Reserve (~~“IMR”)~~from ~~for~~11/17/2022 ~~net realized capital gains and losses, net of tax, on fixed maturity investments where such gains and losses are attributable~~ to ~~changes in interest rates, as opposed to credit-related causes~~01/08/2023). The ~~IMR~~Fixed ~~provides~~Segment aValue ~~buffer~~before tore-allocation ~~the~~= ~~Company’s~~Fixed ~~statutory~~Segment ~~capital~~Value ~~and~~after ~~surplus~~previous inPerformance ~~the~~Lock ~~event~~x ~~the~~(1 ~~Company~~+ ~~has~~Annual toInterest ~~sell~~Rate)^(days ~~securities~~elapsed insince anprevious ~~unrealized~~Performance ~~loss~~Lock ~~position.~~/ ~~The~~365) ~~IMR~~= ~~is required to be amortized into statutory earnings on a basis reflecting the remaining period to maturity of the fixed maturity securities~~$109,949.12 ~~These~~x ~~reserves~~(1 ~~are~~+ required by state insurance regulatory authorities to be established as liabilities on a life insurer’s statutory financial statements and may also be included in the liabilities assumed by the Company pursuant to its reinsurance agreements with U2.~~S.-based~~00%)^(53/365) ~~life~~= ~~insurer ceding companies~~$110,265.73

~~Policy~~(2) 01/08/2023 ~~and~~is ~~Contract~~the ~~Reserve~~Fixed ~~Adequacy~~Segment ~~Analysis~~End Date. If you do not instruct otherwise, funds are automatically re-allocated proportionately to the Index-Linked Segment Options that were locked. The proportions are calculated based on the amounts at the time of each Performance Lock.

The Domiciliary State and other states have adopted laws and regulations with respect to policy and contract reserve sufficiency. Under applicable insurance laws, the Company is required to annually conduct an analysis of the adequacy of all life insurance and annuity statutory reserves. A qualified actuary appointed by the Company’s board must submit an opinion annually for the Company which states that the statutory reserves make adequate provision, according to accepted actuarial standards of practice, for the anticipated cash flows resulting from the contractual obligations and related expenses of the Company. The adequacy of the statutory reserves is considered in light of the assets held by the Company with respect to such reserves and related actuarial items, including, but not limited to, the investment earnings on such assets and the consideration anticipated to be received and retained under the related policies and contracts. At a minimum, such testing is done over a number of economic scenarios prescribed by the states, with the scenarios designed to stress anticipated cash flows for higher and/or lower future levels of interest rates. The Company may find it necessary to increase reserves, which may decrease its statutory surplus, in order to pass additional cash flow testing requirements.


	1-Year Fixed Segment Option	1-Year 10% Buffer Russell 2000® Segment Option	6-Year 20% Buffer S&P 500® Segment Option
Amount From Relevant Performance Lock Date	$ 15,085.69	$ 32,781.17	$ 61,541.66
% of Total Fixed Segment Value Attributable to Segment Option	13.79%	29.96%	56.25%

68% Attributable to 1-Year Fixed Segment Option = 15,085.69 / (15,085.69 + 32,781.17 + 61,451.66) = 13.79%

% Attributable to 1-Year 10% Buffer Russell 2000® Segment Option = 32,781.17 / (15,085.69 + 32,781.17 + 61,451.66) = 29.96%

% Attributable to 6-Year 20% Buffer S&P 500® Segment Option = 61,451.66 / (15,085.69 + 32,781.17 + 61,451.66) = 56.25%

(3) The amount that remains in the Fixed Segment Option is 13.79% of the Fixed Segment Value from immediately before the re-allocation = $110,265.73 x 13.79% = $15,205.65

(4) The amount that is re-allocated to the 1-Year 10% Buffer Russell 2000® Segment Option is 29.96% of the Fixed Segment Value from immediately before the re-allocation = $110,265.73 x 29.96% = $33,035.61

(5) The amount attributable to the 6-Year 20% Buffer S&P 500® Segment Option is 56.25% of the Fixed Segment Value from immediately before the re-allocation = $110,265.73 x 56.25% = $62,024.47. Because 6-Year Segment Options are only available in the first Contract Year, the funds are instead re-allocated into the 1-year counterpart, which has the same Reference Index (S&P 500) and Buffer Rate (20%).

B-3

Table of Contents

~~U.S.~~Example ~~Statutory Reports and Regulatory Examinations~~19

The ~~Company~~example isbelow ~~required~~uses tothe ~~file~~same ~~detailed~~initial ~~annual~~values ~~reports,~~and ~~including~~assumptions ~~financial~~as ~~statements,~~Examples in17 ~~accordance~~and ~~with~~18. ~~prescribed statutory accounting rules~~However, ~~with~~this ~~regulatory~~example ~~officials~~introduces ina ~~the~~Withdrawal ~~jurisdictions~~to inillustrate ~~which~~how itWithdrawals ~~conducts~~impact ~~business. In addition,~~ the ~~Company~~default isre-allocation ~~required~~mechanics toif ~~file~~you ~~quarterly~~do ~~reports~~not ~~prepared~~instruct ~~on the same basis, though with considerably less detail~~otherwise.

As part of their routine regulatory oversight process, state insurance departments conduct periodic detailed examinations, generally once every three to five years, of the books, records, accounts and operations of insurance companies that are domiciled in their states. Examinations are generally carried out in cooperation with the insurance departments of other, non-domiciliary states under guidelines promulgated by the NAIC. In May 2019, Athene completed such an examination for the period January 1, 2014 through December 31, 2017. This exam was led by the Delaware Department of Insurance in coordination with the IID and the NYSDFS. In connection with the exam, the Delaware Department of Insurance conducted an exam of AADE and Athene Life Insurance Company, the IID conducted an exam of the Company and STAR, and the NYSDFS conducted an exam of AANY and ALICNY. The exam resulted in no significant findings. The Company has been notified by the IID that the Company will be undergoing a similar examination in 2022 for the period January 1, 2018 through December 31, 2021. This exam will be led by the IID in coordination with the insurance regulators from New York and Vermont.


Date	Event	Time of Values	1-Year Fixed Segment Value	1-Year 10% Buffer Russell 2000® Segment Value	6-Year 20% Buffer S&P 500® Segment Value	1-Year 20% Buffer S&P 500® Segment Value	Withdrawal
11/16/2022	Segment Values as of Previous Performance Lock	Immediately After Transfer	$ 109,949.12	$ 0.00	$ 0.00	$ 0.00
. . .	. . .	. . .	. . .	. . .	. . .	. . .	. . .
12/01/2022	Withdrawal	Immediately Before Withdrawal	$ 110,038.631	$ 0.00	$ 0.00	$ 0.00
12/01/2022	Withdrawal	Immediately After Withdrawal	$ 100,038.632	$ 0.00	$ 0.00	$ 0.00	$ 10,000.00
. . .	. . .	. . .	. . .	. . .	. . .	. . .	. . .
01/08/2023	Fixed Segment End Date	Immediately Before Re-allocation	$ 100,245.093	$ 0.00	$ 0.00	$ 0.00
01/08/20234	Fixed Segment End Date	Immediately After Re-allocation	$ 13,823.805	$ 30,033.436	$ 0.00	$ 56,387.867

~~Market~~(1) The ~~Conduct~~Fixed ~~Regulation~~Segment Value is accumulated for 15 days since the previous Performance Lock transaction (from 11/17/2022 to 12/01/2022). The Fixed Segment Value before re-allocation = Fixed Segment Value after previous Performance Lock x (1 + Annual Interest Rate)^(days elapsed since previous Performance Lock/ 365) = $109,949.12 x (1 + 2.00%)^(15/365) = $110,038.63

(2) Withdrawal ~~State~~is ~~insurance~~taken ~~laws~~from ~~and~~Fixed ~~regulations~~Segment ~~include~~Value ~~numerous~~= ~~provisions governing the marketplace activities of insurers~~$110, ~~including provisions governing claims settlement practices, the form and content of disclosure to consumers, illustrations, advertising, sales and complaint process practices~~038.63 ~~State~~- ~~regulatory authorities generally enforce these provisions through periodic market conduct examinations. In addition~~$10, the Company must file, and in many jurisdictions and for some lines of business obtain regulatory approval for, rates and forms relating to the insurance written in the jurisdictions in which it operates000.00 ~~The~~= ~~Company is currently undergoing the following market conduct examinations~~$100, each in the ordinary course of business: (1) the Washington Office of the Insurance Commissioner is conducting a market conduct continuum action, (2) the Pennsylvania Insurance Department is conducting a market conduct examination and (3) the Connecticut Insurance Department is conducting a market conduct examination038. ~~The California Department of Insurance is completing a review of the rating and underwriting practices and completing a claims examination of the Company~~63. The ~~Massachusetts~~$10,000 ~~Division~~Withdrawal ofrepresents ~~Insurance is completing a limited scope market analysis of~~ the ~~Company.~~gross ~~The~~amount ~~Maryland~~deducted ~~Insurance~~from ~~Division concluded its market conduct examination in March 2021,~~ the ~~Illinois~~Contract ~~Department of Insurance concluded its market conduct examination in October 2021~~Value, ~~and~~prior ~~the~~to ~~Minnesota~~any ~~Department~~applicable ofInterest ~~Commerce concluded its examination in August 2021~~Adjustment. ~~The exams resulted in no significant findings.~~

~~Capital~~(3) The ~~Requirements~~Fixed Segment Value is accumulated for another 38 days since the Withdrawal (from 12/02/2022 to 01/08/2023). The Fixed Segment Value before re-allocation = Fixed Segment Value after Withdrawal x (1 + Annual Interest Rate)^(days elapsed since Withdrawal / 365) = $100,038.63 x (1 + 2.00%)^(38/365) = $100,245.09

(4) 01/08/2023 ~~The Company~~ is ~~subject to regulatory capital requirements based upon~~ the ~~laws~~Fixed ~~and~~Segment ~~regulations~~End ~~of the State of Iowa~~Date. ~~Regulators~~If ofyou ~~each~~do ~~state~~not ~~have~~instruct ~~discretionary~~otherwise, ~~authority~~funds inare ~~connection~~automatically ~~with~~re-allocated ~~the~~proportionately ~~continuing~~to ~~licensing of~~ the ~~Company~~Index-Linked toSegment ~~limit~~Options orthat ~~prohibit~~were ~~sales~~locked. toThe ~~policyholders~~proportions ~~within~~are ~~their~~calculated ~~respective~~based ~~states~~on ~~if, in their judgment,~~ the ~~regulators~~amounts ~~determine~~at ~~that~~ the ~~Company~~time ~~has not maintained the required level~~ of ~~minimum~~each ~~surplus~~Performance ~~or capital or that the further transaction of business would be hazardous to policyholders or reinsurance counterparties~~Lock.

In order to enhance the regulation of insurers’ solvency, the NAIC adopted a model law to implement RBC requirements for life, health and property and casualty insurance and reinsurance companies. All states have adopted the NAIC’s model law or a substantively similar law. The NAIC Risk-Based Capital for Insurers Model Act requires life insurance companies to submit an annual report (the “Risk-Based Capital Report”), which compares an insurer’s total adjusted capital (“TAC”) to its authorized control level Risk-Based Capital (“ACL”), each such term, as defined pursuant to applicable state law. A company’s RBC is calculated by using a specified formula that applies factors to various risks inherent in the insurer’s operations, including risks attributable to its assets, underwriting


	1-Year Fixed Segment Option	1-Year 10% Buffer Russell 2000® Segment Option	6-Year 20% Buffer S&P 500® Segment Option
Amount From Relevant Performance Lock Date	$ 15,085.69	$ 32,781.17	$ 61,541.66
% of Total Fixed Segment Value Attributable to Segment Option	13.79%	29.96%	56.25%

% Attributable to 1-Year Fixed Segment Option = 15,085.69 / (15,085.69 + 32,781.17 + 61,451.66) = 13.79%

% Attributable to 1-Year 10% Buffer Russell 2000® Segment Option = 32,781.17 / (15,085.69 + 32,781.17 + 61,451.66) = 29.96%

% Attributable to 6-Year 20% Buffer S&P 500® Segment Option = 61,451.89 / (15,085.69 + 32,781.17 + 61,451.66) = 56.25%

B-4

Table of Contents

~~experience, interest rates and other business expenses.~~ (5) The ~~factors~~amount ~~are~~that ~~higher~~remains ~~for~~in ~~those~~the ~~items~~Fixed ~~deemed~~Segment toOption ~~have~~is ~~greater underlying risk and lower for items deemed to have less underlying risk~~13.79% ~~Statutory~~of ~~RBC~~the isFixed ~~measured~~Segment onValue ~~two~~from ~~bases:~~immediately ~~ACL~~before ~~and~~the ~~company action level RBC ((“CAL”), with ACL calculated as one~~re-~~half~~allocation of= ~~CAL~~$100,245.09 ~~Regulators~~x ~~typically use ACL in assessing companies and reviewing solvency requirements~~13.79% ~~Companies~~= ~~themselves typically report and are compared using the CAL standard~~$13,823. 80

(6) The ~~Risk-Based~~amount ~~Capital~~that ~~Report~~ is ~~used~~re-allocated ~~by regulators~~ to ~~set~~the in1-Year ~~motion~~10% ~~appropriate~~Buffer ~~regulatory~~Russell ~~actions~~2000® ~~relating~~Segment toOption ~~insurers that show indications of weak or deteriorating status. RBC~~ is ~~an additional standard for minimum capital requirements that insurers must meet to avoid being placed in rehabilitation or liquidation by regulators~~29.96% ~~The~~of ~~annual Risk-Based Capital Report, and~~ the ~~information~~Fixed ~~contained~~Segment ~~therein,~~Value isfrom ~~not~~immediately ~~intended~~before by the ~~NAIC~~re-allocation as= a$100,245.09 ~~means~~x to29.96% ~~rank~~= ~~insurers~~$30,033.43

~~RBC~~(7) The isamount aattributable ~~method~~to ~~of measuring~~ the ~~level~~6-Year of20% ~~capital~~Buffer ~~appropriate~~S&P ~~for~~500® anSegment ~~insurance~~Option ~~company~~is ~~to support its overall business operations, in light of its size and risk profile~~56.25% ~~It provides a means~~ of ~~assessing capital adequacy, where~~ the ~~degree~~Fixed ofSegment ~~risk~~Value ~~taken~~from byimmediately before the ~~insurer~~re-allocation is= ~~the~~$100,245.09 ~~primary~~x ~~determinant~~56.25% ~~The~~= ~~value~~$56,387.86. ofBecause an6-Year ~~insurer’s~~Segment ~~TAC~~Options inare ~~relation~~only toavailable ~~its~~in ~~RBC,~~the ~~together~~first ~~with~~Contract ~~its trend in its TAC~~Year, isthe ~~used~~funds asare ainstead ~~basis~~re-allocated ~~for~~into ~~determining~~the ~~regulatory~~1-year ~~action~~counterpart, ~~that~~which ahas ~~state~~the ~~insurance~~same ~~regulator~~Reference ~~may~~Index be(S&P ~~authorized~~500®) orand ~~required~~Buffer toRate ~~take with respect to an insurer~~(20%). ~~The four action levels include:~~

~~•CAL: The insurer is required to submit a plan for corrective action;~~ B-5

• Regulatory Action Level: The insurer is required to submit a plan for corrective action and is subject to examination, analysis and specific corrective action when its TAC is equal to or less than 150% ACL;

• ACL: Regulators may place the insurer under regulatory control when its TAC is equal to or less than 100% of ACL; and

• Mandatory Control Level: Regulators are required to place the insurer under regulatory control when its TAC is equal to or less than 70% of ACL.

TAC and RBC are calculated annually by insurers, as of December 31 of each year. As of December 31, 2021, the Company’s TAC was significantly in excess of the levels that would prompt regulatory action under the laws of the Domiciliary State. The Company’s RBC was 363% and 415% as of December 31, 2021 and 2020, respectively. The calculation of RBC requires certain judgments to be made, and, accordingly, the Company’s current RBC may be greater or less than the RBC calculated as of any date of determination.

Insurance Regulatory Information System Ratios

The NAIC has established the Insurance Regulatory Information System (“IRIS”) to assist state insurance departments in their oversight of the financial condition of insurance companies operating in their respective states. IRIS is a series of financial ratios calculated by the NAIC based on financial information submitted by insurers on an annual basis. Each ratio has an established “usual range” of results. The NAIC shares the IRIS ratios calculated for each insurer with the interested state insurance departments. Generally, an insurance company will be required to explain ratios that fall outside the usual range, and may be subject to regulatory scrutiny and action if one or more of its ratios fall outside the specified ranges. The Company is not currently subject to non-ordinary course regulatory scrutiny based on its IRIS ratios.

Regulation of Investments

The Company is subject to laws and regulations in its Domiciliary State that require diversification of its investment portfolio and limit the amounts of investments in certain asset categories, such as below-investment grade fixed income securities, real estate-related equity, partnerships, other equity investments, derivatives and alternative investments. Failure to comply with these laws and regulations would cause investments exceeding regulatory limitations to be treated as non-admitted assets for purposes of measuring statutory surplus and, in some instances, could require the divestiture of such non-qualifying investments. Additionally, the NAIC has expressed concern that private credit rating provider (“CRP”) ratings do not adequately represent the risks of an insurer’s investment in privately-issued securities. Based on this concern, insurers are now required to submit private rating letter rationale reports with certain private rating letters filed with the NAIC Securities Valuation Office (“SVO”) in

Table of Contents

Appendix ~~order~~C ~~to provide additional details regarding the private letter ratings obtained with respect to their ownership of privately~~-~~issued~~ securities. The report must provide an analytical review of the privately-issued security that mirrors the work product that a CRP would produce for a similar publicly-rated security, including an explanation of the transaction structure, methodology relied on and, as appropriate, analysis of the credit, legal and operational risks and mitigants supporting the assigned CRP rating. The NAIC is also considering further actions that may be required to actively manage and oversee the use of CRP ratings in light of the extensive reliance on CRP ratings to assess investment risk for regulatory purposes, including possible changes to the SVO’s “filing exempt” process, which grants an exemption from filing with the SVO for bonds and preferred stock that have been assigned a current, monitored rating by a nationally recognized statistical rating organization. Accordingly, the investment laws in the Domiciliary State ~~and~~Variation the NAIC investment-related activities could prevent the Company from pursuing investment opportunities which it believes are beneficial, which could in turn preclude the Company from realizing its investment objectives. Chart

Guaranty Associations


State	Feature or Benefit	Availability or Variation
Alaska	Right to Cancel Period	If your Contract is the result of a replacement of an existing contract, your Right to Cancel Period is 30 days.
	Confinement Waiver	If the second opinion or examination conflicts with the original recommendation of Confinement, a third opinion or examination shall be required. The Physician selected for purposes of providing the third opinion or examination shall be a disinterested third party selected by the Owner and acceptable to the Company. If a third opinion is obtained, the results of the third opinion shall be the basis for approving or disapproving the additional Free Withdrawal request. The cost of any second or third opinion or examination will be borne by the Company.
	Terminal Illness Waiver	If the second opinion or examination conflicts with the original diagnosis of Terminal Illness, a third opinion or examination shall be required. The Physician selected for purposes of providing the third opinion or examination shall be a disinterested third party selected by the Owner and acceptable to the Company. If a third opinion is obtained, the results of the third opinion shall be the basis for approving or disapproving the additional Free Withdrawal request. The cost of any second or third opinion or examination will be borne by the Company.
California	Right to Cancel Period	If the Owner is age 60 or above, the Right to Cancel Period is 30 days. Upon exercising the Right to Cancel benefit, the Company will refund the Contract Value, including any Contract fees, if applicable.
	Confinement Waiver	The Confinement Waiver is not available in California.
	Terminal Illness Waiver	The Terminal Illness Waiver is not available in California.
Connecticut	Confinement Waiver	The waiver is available during the Accumulation Phase before the Death Benefit becomes payable. The conditions under which the waiver applies have been modified. Confinement must continue for at least 60 consecutive days, but there is no requirement that confinement begins at least one year after the Contract Date.

All 50 states, Puerto Rico and the District of Columbia have insurance guaranty fund laws requiring insurance companies doing business within those jurisdictions to participate in guaranty associations. Guaranty associations are organized to cover, subject to limits, contractual obligations under insurance policies issued by life insurance companies which later become impaired or insolvent. These associations levy assessments, up to prescribed limits, on each member insurer doing business in a particular state on the basis of their proportionate share of the premiums written by all member insurers in the lines of business in which the impaired or insolvent insurer previously engaged. Most states limit assessments in any year to 2% of the insurer’s average annual premium for the three years preceding the calendar year in which the impaired insurer became impaired or insolvent. Some states permit member insurers to recover assessments paid through full or partial premium tax offsets, usually over a period of years. C-1

For purposes of guaranty association assessments, long-term care insurance is typically classified as a health insurance product. Following the March 2017 liquidation of Penn Treaty Network America Insurance Co. and American Network Insurance Co., together, “Penn Treaty,” both of which were Pennsylvania-domiciled life insurance companies that sold long-term care insurance policies, there have been proposals to expand the assessment base for long-term care insurer insolvencies by requiring life and health insurers to contribute to potential long-term care insurer insolvencies. In December 2017, the NAIC adopted amendments to the Life and Health Insurance Guaranty Association Model Act to provide a fifty-fifty split between life insurers and health insurers (including health maintenance organizations) for future long-term care insolvencies. Most states, including Iowa, have adopted legislation to codify the NAIC changes into law and most states are expected to propose legislation. These changes may result in future assessments against life insurers such as the Company.

U.S. Federal Oversight

Although the insurance business in the United States is primarily regulated by the states, federal initiatives can affect the business of the Company in a variety of ways. From time to time, federal measures are proposed which may significantly affect the insurance business. These areas include financial services regulation, securities regulation, derivatives regulation, pension regulation, money laundering, privacy regulation, taxation and the economic and trade sanctions implemented by the Office of Foreign Assets Control (“OFAC”). OFAC maintains and enforces economic sanctions against certain foreign countries and groups and prohibits U.S. persons from engaging in certain transactions with certain persons or entities. OFAC has imposed civil penalties on persons, including insurance and reinsurance companies, arising from violations of its economic sanctions program. In addition, various forms of direct and indirect federal regulation of insurance have been proposed from time to time, including proposals for the establishment of an optional federal charter for insurance companies.

Title I of the Dodd-Frank Act established the Financial Stability Oversight Council (“FSOC”) and authorized the FSOC to designate non-bank financial companies as systemically important financial institutions (“SIFIs”), thereby subjecting them to enhanced prudential standards and supervision by the Board of Governors of the Federal Reserve System. The prudential standards for non-bank SIFIs include enhanced RBC requirements,

Table of Contents

leverage limits, liquidity requirements, single counterparty exposure limits, governance requirements for risk management, stress test requirements, special debt-to-equity limits for certain companies, early remediation procedures and recovery and resolution planning. There are currently no such non-bank financial companies designated by FSOC as “systemically significant.” The Economic Growth, Regulatory Relief, and Consumer Protection Act, which became effective May 24, 2018, made limited changes to Title I of the Dodd-Frank Act. In December 2019, the FSOC released final interpretive guidance for designating non-bank SIFIs that incorporates an activities-based approach to risk assessment. Pursuant to such guidance, the FSOC will pursue entity-specific determinations only if a potential risk or threat cannot be addressed through an activities based approach. In addition, it is possible that, as a result of the recent change in the U.S. presidential administration, the FSOC may take a more active approach in the coming years with respect to the designation of non-bank SIFIs. As a result, there is considerable uncertainty as to the future determination of non-bank SIFIs and/or systemically important activities .


State	Feature or Benefit	Availability or Variation
Connecticut	Terminal Illness Waiver	The waiver is available during the Accumulation Phase before the Death Benefit becomes payable. The conditions under which the waiver applies have been modified. A diagnosis of Terminal Illness must occur, but there is no requirement that the diagnosis occurs at least one year after the Contract Date.
Florida	Right to Cancel Period	Your Right to Cancel Period is 21 days.
Hawaii	Right to Cancel Period	If your Contract is the result of a replacement of an existing contract, your Right to Cancel Period is 30 days.
Illinois	Confinement Waiver	If the second opinion or examination conflicts with the original recommendation of Confinement, a third opinion or examination shall be required. The Physician selected for purposes of providing the third opinion or examination shall be a disinterested third party selected by the Owner and acceptable to the Company. If a third opinion is obtained, the results of the third opinion shall be the basis for approving or disapproving the additional Free Withdrawal request. The cost of any second or third opinion or examination will be borne by the Company.
	Terminal Illness Waiver	The definition of Terminal Illness has been modified to mean an illness that is expected to cause death within 24 months, rather than within 12 months. If the second opinion or examination conflicts with the original diagnosis of Terminal Illness, a third opinion or examination shall be required. The Physician selected for purposes of providing the third opinion or examination shall be a disinterested third party selected by the Owner and acceptable to the Company. If a third opinion is obtained, the results of the third opinion shall be the basis for approving or disapproving the additional Free Withdrawal request. The cost of any second or third opinion or examination will be borne by the Company.
Kansas	Terminal Illness Waiver	The definition of Terminal Illness has been modified to mean an illness that is expected to cause death within 24 months, rather than within 12 months. The waiver has been modified to not allow the Company the right to obtain a second opinion or examination of the ill Owner.
Louisiana	Right to Cancel Period	If your Contract is the result of a replacement of an existing contract, your Right to Cancel Period is 30 days.
Maryland	Right to Cancel Period	If your Contract is the result of a replacement of an existing contract, your Right to Cancel Period is 30 days.

~~The Dodd~~C-Frank Act, which effected the most far-reaching overhaul of financial regulation in the U.S. in decades, also established the Federal Insurance Office within the U.S. Treasury Department. While he or she does not currently have general supervisory or regulatory authority over the business of insurance, the Director of the Federal Insurance Office performs various functions with respect to insurance, including serving as a non-voting member of the FSOC and making recommendations to the FSOC regarding non-bank financial companies to be designated as SIFIs. The Director of the Federal Insurance Office has also submitted report to Congress on (1) modernization of U.S. insurance regulation (provided in December 2013) and (2~~) the U.S. and global reinsurance market (provided in November 2013 and January 2015, respectively). Such reports could ultimately lead to changes in the regulation insurers and reinsurers in the U.S.~~

The Dodd-Frank Act also authorizes the FIO to assist the Secretary of the Treasury in negotiating covered agreements. A covered agreement is an agreement between the U.S. and one or more foreign governments, authorities or regulatory entities, regarding prudential measures with respect to insurance or reinsurance. The FIO is further charged with determining, in accordance with the procedures and standards established under the Dodd-Frank Act, whether state laws are preempted by a covered agreement. Pursuant to this authority, in September 2017, the U.S. and the EU signed a covered agreement (the “EU Covered Agreement”) to address, among other things, reinsurance collateral requirements and the United States released a “Statement of the United States on the Covered Agreement with the European Union” (the “Policy Statement”), providing the United States’ interpretation of certain provisions in the EU Covered Agreement. The Policy Statement provides that the United States expects that the GCC (group capital calculation) developed by the NAIC will satisfy the EU Covered Agreement’s group capital assessment requirement. In addition, on December 18, 2018, the Bilateral Agreement between the U.S. and the UK on Prudential Measures Regarding Insurance and Reinsurance (the “UK Covered Agreement”) was signed in anticipation of the UK’s exit from the EU. U.S. state regulators have until September 1, 2022 to adopt reinsurance reforms removing reinsurance collateral requirements for EU and UK reinsurers that meet the prescribed minimum conditions set forth in the applicable EU Covered Agreement or UK Covered Agreement or else state laws imposing such reinsurance collateral requirements may be subject to federal preemption. In 2019, the NAIC adopted amendments to the Credit for Reinsurance Model Law that would, if adopted by state legislatures, implement the reinsurance collateral provisions of the EU Covered Agreement and UK Covered Agreement. See “—Credit for Reinsurance Ceded” above. Iowa has adopted the 2019 amendments to the Credit for Reinsurance Model Law. The NAIC has adopted a new accreditation standard that requires states to adopt the 2019 amendments to the Credit for Reinsurance Model Law no later than September 1, 2022.

The reinsurance collateral provisions of the EU Covered Agreement and UK Covered Agreement lower the cost of providing reinsurance to U.S. insurers. The Company cannot predict with any certainty what impact the EU Covered Agreement or UK Covered Agreement will have on its business.

Regulation of FIAs and other Annuity Products

In recent years, the SEC and state securities regulators have questioned whether FIAs, such as those sold by the Company, should be treated as securities under the federal and state securities laws rather than as insurance products exempted from such laws. On December 17, 2008, the SEC voted to approve Rule 151A and apply federal securities oversight to FIAs issued on or after January 12, 2011. On July 12, 2010, however, the District of

Table of Contents

Columbia Circuit Court of Appeals vacated Rule 151A. Under the Dodd-Frank Act, annuities that meet specific requirements are specifically exempted from being treated as securities by the SEC. Treatment of these products as securities would require additional registration and licensing of these products and the agents selling them, as well as cause the Company to seek new or additional marketing relationships for these products, any of which may impose significant restrictions on the Company’s ability to conduct business as currently operated. The Company expects that the types of FIAs that the Company currently sells meet applicable requirements for exemption from treatment as securities and therefore have been and will continue to be exempt from being treated as securities by the SEC and state securities regulators. However, there can be no assurance that federal or state securities laws or state insurance laws and regulations will not be amended or interpreted to impose further requirements on FIAs.


State	Feature or Benefit	Availability or Variation
Maryland	Confinement Waiver	The waiver is available during the Accumulation Phase before the Death Benefit becomes payable. The conditions under which the waiver applies have been modified. Confinement must continue for at least 60 consecutive days, but there is no requirement that confinement begins at least one year after the Contract Date.
	Terminal Illness Waiver	The waiver is available during the Accumulation Phase before the Death Benefit becomes payable. The conditions under which the waiver applies have been modified. A diagnosis of Terminal Illness must occur after the Contract Date, rather than at least one year after the Contract Date.
Massachusetts	Confinement Waiver	The Confinement Waiver is not available in Massachusetts.
Massachusetts	Terminal Illness Waiver	The waiver is available during the Accumulation Phase before the Death Benefit becomes payable.
Michigan	Confinement Waiver	If the second opinion or examination conflicts with the original recommendation of Confinement, a third opinion or examination shall be required. The Physician selected for purposes of providing the third opinion or examination shall be a disinterested third party selected by the Owner and acceptable to the Company. If a third opinion is obtained, the results of the third opinion shall be the basis for approving or disapproving the additional Free Withdrawal request. The cost of any second or third opinion or examination will be borne by the Company.
	Terminal Illness Waiver	If the second opinion or examination conflicts with the original diagnosis of Terminal Illness, a third opinion or examination shall be required. The Physician selected for purposes of providing the third opinion or examination shall be a disinterested third party selected by the Owner and acceptable to the Company. If a third opinion is obtained, the results of the third opinion shall be the basis for approving or disapproving the additional Free Withdrawal request. The cost of any second or third opinion or examination will be borne by the Company.
Minnesota	Right to Cancel Period	If your Contract is the result of a replacement of an existing contract, your Right to Cancel Period is 30 days.
Missouri	Performance Lock	The Performance Lock feature is not available if your application was received by us before November 12th, 2022.

~~Unclaimed Property Laws~~C-3

The Company is subject to the laws and regulations of states and other jurisdictions concerning the identification, reporting and escheatment of abandoned or unclaimed money or property. State treasurers, controllers and revenue departments have been scrutinizing escheatment practices of life insurance companies with regard to unclaimed life insurance and annuity death benefits. As with state insurance regulators, state revenue authorities have been looking at how life insurance companies handle unreported deaths, maturity of life insurance and annuity contracts and contracts that have exceeded limiting age to determine if the companies are appropriately determining when death benefits or other payments under the contracts should be treated as unclaimed property. State treasurers, controllers and revenue departments have conducted audits of life insurance companies, which have resulted in the escheatment of certain amounts, together with interest penalties on such amounts for failure to escheat death benefits or other contract benefits, when beneficiaries could not be found at the expiration of statutory dormancy periods.

Several states have enacted new laws or adopted new regulations mandating the use by insurance companies of the U.S. Social Security Administration’s Social Security Death Index (the “Death Master File”) or other similar databases to identify deceased persons and to implement more rigorous processes to find beneficiaries. In 2013, prior to Athene's acquisition of Aviva USA, it entered into multi-state settlement agreements with the insurance regulators and treasurers for 48 states in connection with certain of its subsidiaries’ use of the Death Master File. As part of the settlement, the Company and its subsidiary ALICNY agreed to pay a $4 million assessment for examination, compliance and monitoring costs without admitting any liability or wrongdoing, and further agreed to adopt policies and procedures reasonably designed to ensure timely payment of valid claims to beneficiaries in accordance with insurance laws and to timely report and remit unclaimed proceeds to the appropriate states in connection with unpaid property laws. The Company could continue to be subject to risks related to unpaid benefits, the Death Master File, and the procedures required by the prior multi-state settlement as they relate to the Company's annuity business. Furthermore, administrative challenges associated with implementing the procedures described above may make compliance with the multi-state settlement and applicable law difficult and could have a material and adverse effect on the Company's results of operations.

Consumer Protection Laws and Privacy and Data Security Regulation

Federal and state consumer protection laws affect the Company’s operations. As part of the Dodd-Frank Act, Congress established the CFPB to supervise and regulate institutions that provide certain financial products and services to consumers. Although the consumer financial services subject to the CFPB’s jurisdiction generally exclude insurance business of the kind in which the Company engages, the CFPB does have authority to regulate non-insurance consumer services which are offered by issuers of securities in the Company’s investment portfolio. Moreover, the CFPB as a regulator may seek to assert jurisdiction over predominantly insurance-related products or services in instances where such products or services are related to or intertwined with the offering of consumer financial products or services more clearly within the CFPB's remit.

Table of Contents

The Gramm-Leach-Bliley Act of 1999 ("GLBA"), which implemented fundamental changes in the regulation of the financial services industry in the United States, includes privacy requirements for financial institutions, including obligations to protect and safeguard consumers’ nonpublic personal information and records, and limitations on the re-disclosure and re-use of such information. The GLBA and other federal and state laws and regulations require financial institutions, including insurers, to protect the security and confidentiality of nonpublic personal information, including certain health-related and customer information, regulate the use and disclosure of certain personal information, and require financial institutions to notify customers and other individuals about their policies and practices relating to their collection and disclosure of health-related and customer information and their practices relating to protecting the security and confidentiality of that information. Federal and state laws require notice to affected individuals, regulators and others if there is a breach of the security of certain sensitive personal information, including Social Security numbers. In addition, privacy laws regulate the use and disclosure of personal information, including rules on the disclosure of the medical record and health status information obtained by insurers.


State	Feature or Benefit	Availability or Variation
Montana	Right to Cancel Period	If your Contract is the result of a replacement of an existing contract, your Right to Cancel Period is 30 days.
Nebraska	Right to Cancel Period	If your Contract is the result of a replacement of an existing contract, your Right to Cancel Period is 30 days.
	Confinement Waiver	The reference to Convalescent Care Facility is replaced with a reference to Nursing Care Facility.
Nevada	Right to Cancel Period	If your Contract is the result of a replacement of an existing contract, your Right to Cancel Period is 30 days.
New Hampshire	Right to Cancel Period	If your Contract is the result of a replacement of an existing contract, your Right to Cancel Period is 30 days.

Federal and state lawmakers and regulatory bodies may be expected to consider additional or more detailed regulation regarding these subjects and the privacy and security of nonpublic personal information. Furthermore, the issues surrounding data security and the safeguarding of consumers’ protected information are under increasing regulatory scrutiny by state and federal regulators, particularly in light of the number and severity of recent U.S. companies’ data breaches. The Federal Trade Commission, the Federal Bureau of Investigation, the Federal Communications Commission, the NYSDFS, and the NAIC have undertaken various studies, reports and actions regarding data security for entities under their respective supervision. Additionally, some states have enacted new insurance laws, often based on a new NAIC model law, that require certain regulated entities to implement and maintain comprehensive information security programs to safeguard the personal information of insureds and enrollees. C-4

In October 2017, the NAIC adopted a new Insurance Data Security Model Law, which is intended to establish the standards for data security and standards for the investigation and notification of data breaches applicable to insurance licensees in states adopting such law, with provisions that are generally consistent with the NYSDFS cybersecurity regulation discussed above. Under the model law, it is intended that companies that are compliant with the NYSDFS cybersecurity regulation are, in general, in compliance with the model law. As with all NAIC model laws, this model law must be adopted by a state before becoming law in such state and several states have adopted a version directly or as a regulation. Iowa has not yet adopted a version of the Insurance Data Security Model Law. The Company anticipates that more states will begin adopting the model law in the near term. The NAIC has also adopted a guidance document that sets forth twelve principles for effective insurance regulation of cybersecurity risks based on similar regulatory guidance adopted by the Securities Industry and Financial Markets Association and the “Roadmap for Cybersecurity Consumer Protections,” which describes the protections to which the NAIC believes consumers should be entitled from their insurance companies, agents and other businesses concerning the collection and maintenance of consumers’ personal information, as well as what consumers should expect when such information has been involved in a data breach. The Company expects cybersecurity risk management, prioritization and reporting to continue to be an area of significant regulatory focus by such regulatory bodies and self-regulatory organizations.

For example, on March 1, 2017, the NYSDFS enacted 23 NYCRR 500, a cybersecurity regulation governing financial companies. This rule requires banks, insurance companies, and other financial services institutions regulated by the NYSDFS, including the Company, to establish and maintain a cybersecurity program “designed to protect consumers and ensure the safety and soundness of New York State’s financial services industry.” Since the rule’s effective date, the Company has committed significant time and resources to comply with the rule’s requirements. The NYSDFS has recently increased scrutiny and enforcement of the cybersecurity regulations and issues additional guidance and interpretation of the requirements. The Company anticipates that the NYSDFS will continue to examine the cybersecurity programs of financial institutions in the future and such examinations may result in additional regulatory scrutiny, expenditure of resources and possible regulatory actions and reputational harm.

Table of Contents

State InFeature ~~addition~~or toBenefit ~~insurance~~Availability ~~and~~or ~~other~~Variation ~~financial~~New ~~institution-specific~~Hampshire ~~privacy~~Confinement ~~laws~~Waiver ~~and~~Civil ~~regulations,~~union anpartners ~~increasing number of states~~ are ~~considering~~considered ~~and~~spouses ~~passing~~under ~~comprehensive~~New ~~privacy~~Hampshire ~~legislation~~law.If ~~For example,~~ the ~~California~~second ~~Consumer~~opinion ~~Privacy~~or ~~Act~~examination ofconflicts ~~2018~~with ~~(“CCPA”)~~the ~~was~~original ~~signed~~diagnosis inof ~~June~~Terminal ~~2018~~Illness, ~~and~~a ~~became~~third ~~effective~~opinion onor ~~January~~examination 1,shall ~~2020~~be ~~and,~~required. ~~along~~The ~~with~~Physician ~~the~~selected ~~Attorney~~for ~~General~~purposes ~~Regulations~~of ~~implementing~~providing the ~~CCPA,~~third ~~imposes~~opinion ~~stringent~~or ~~data~~examination ~~privacy~~shall ~~and~~be ~~data~~a ~~protection~~disinterested ~~requirements~~third ~~for~~party ~~the~~selected ~~data~~by ofthe ~~California~~Owner ~~residents,~~and ~~including~~acceptable to the ~~right~~Company. toIf ~~request~~a ~~that~~third aopinion ~~business~~is ~~provide~~obtained, ~~access~~the toresults orof ~~delete~~the ~~any~~third ~~personal~~opinion ~~information~~shall ~~about~~be the ~~consumer~~basis ~~under~~for ~~certain~~approving ~~circumstances,~~or ~~and~~disapproving the ~~right~~additional toFree ~~opt~~Withdrawal ~~out~~request. The cost of ~~the~~any ~~sale~~second ofor ~~personal~~third ~~information.~~opinion ~~The~~or ~~Company~~examination ~~has~~will ~~committed~~be ~~significant~~borne ~~time~~by ~~and~~the ~~resources~~Company.The todefinitions ~~comply~~of ~~with~~Convalescent ~~the~~Care ~~CCPA’s~~Facility, ~~requirements.~~has Inbeen ~~November~~modified ~~2020,~~as ~~Proposition~~follows:Convalescent ~~24,~~Care ~~the~~Facility” ~~California~~means ~~Privacy~~an ~~Rights~~institution ~~Act~~which: (~~“CPRA”~~i), ~~passed~~is byoperated ~~popular~~pursuant ~~referendum.~~to ~~The~~State ~~CPRA~~as ~~will~~a ~~further~~convalescent ~~expand~~nursing ~~privacy~~facility, ~~rights~~a ~~and~~qualified ~~obligations~~nursing infacility, ~~California~~a ~~when~~convalescent ithospital, ~~goes~~a ~~into~~convalescent ~~effect~~unit inof ~~2023~~a Hospital, ~~and~~an ~~also~~intermediate ~~established~~care facility, or a ~~new~~custodial ~~privacy~~care ~~regulator~~facility; inand ~~the~~(ii) ~~state,~~is ~~which~~primarily ~~may~~engaged ~~result~~in providing, in ~~additional~~addition ~~regulatory~~to ~~scrutiny~~room and ~~risk.~~board ~~Regulations~~accommodations, tocontinuous ~~implement~~nursing service by or under the ~~CPRA~~supervision ~~will~~of bea ~~proposed~~Physician inor ~~the~~a ~~coming~~licensed ~~months~~registered ~~and~~nurse ~~years~~(R.N.); ~~Additional~~and ~~states,~~(iii) ~~such~~maintains asa ~~Colorado~~daily ~~and~~record ~~Virginia,~~of ~~have~~each ~~passed~~patient ~~similar~~which ~~comprehensive~~is ~~privacy~~available ~~legislation~~for ~~that~~Our ~~will~~review; goand ~~into~~(iv) ~~effect~~administers ina ~~2023,~~planned program of observation and ~~more~~treatment ~~states~~by ~~are~~a ~~considering~~Physician ~~similar~~(which ~~comprehensive~~for ~~privacy~~purposes ~~legislation~~of ~~that~~this ~~may~~provision ~~add~~also ~~additional~~cannot ~~regulatory~~be ~~complexity~~the ~~and~~proprietor ~~other~~or ~~legal~~an ~~risks.~~employee ~~The~~of ~~Company~~such ~~anticipates~~facility) ~~that~~which ~~additional~~is ~~expenditure~~in ofaccordance ~~resources~~with ~~will~~existing bestandards ~~necessary~~of tomedical ~~respond~~practice tofor the ~~evolving~~confinement; ~~regulatory~~and ~~regimes,~~(v) ~~and~~be ~~possibly~~approved ~~respond~~for payment of Medicare benefits or be qualified to ~~regulatory~~receive ~~actions~~approval ~~and~~for ~~mitigate~~payment ~~reputational~~of ~~harm.~~Medicare ~~The~~benefits, ~~Company~~if ~~expects~~so ~~that~~requested.Convalescent ~~data~~Care ~~privacy~~Facility ~~and~~does ~~cybersecurity~~not ~~will~~mean ~~continue~~a tofacility beor anany ~~area~~part of ~~significant~~a ~~regulatory~~facility ~~focus,~~used ~~and~~primarily itfor isrest ~~possible~~care, ~~that~~training ~~other~~or ~~jurisdictions~~education, ~~will~~or ~~consider~~the ortreatment ~~enact~~of ~~data~~alcoholism ~~privacy~~or ~~regulations.~~chemical dependency.

~~ERISA~~C-5

The Company may also be subject to regulation by the U.S. Department of Labor (the “DOL”) when providing a variety of products and services to employee benefit plans governed by ERISA. ERISA is a comprehensive federal statute that applies to U.S. employee benefit plans sponsored by private employers and labor unions. Plans subject to ERISA include pension and profit-sharing plans and welfare plans, including health, life and disability plans. Among other things, ERISA imposes reporting and disclosure obligations, prescribes standards of conduct that apply to plan fiduciaries and prohibits transactions known as “prohibited transactions,” such as conflict-of-interest transactions, self-dealing and certain transactions between a benefit plan and a "party in interest." ERISA also provides for a scheme of civil and criminal penalties and enforcement. The Company is also subject to ERISA’s prohibited transaction rules for transactions with ERISA plans, which may affect its ability to, or the terms upon which it may, enter into transactions with those plans, even in businesses unrelated to those giving rise to party in interest status. The applicable provisions of ERISA and the Code are subject to enforcement by the DOL, the IRS and the U.S. Pension Benefit Guaranty Corporation. Severe penalties are imposed for breach of duties under ERISA.

In April 2016, the DOL issued regulations expanding the definition of “investment advice” and broadening the circumstances under which distributors and manufacturers of insurance and annuity products could be considered “fiduciaries” and subject to certain standards in providing advice. These regulations were vacated effective June 2018. Thereafter, the DOL issued proposed regulatory action to address the vacated definition and issued final regulatory action on December 15, 2020. The DOL's final guidance confirms the reinstatement of the definition of “investment advice” that applied prior to 2016 but broadens the circumstances under which producers, including insurance producers, could be considered fiduciaries under ERISA in connection with recommendations to “rollover” assets from a qualified retirement plan to an IRA. This guidance reverses an earlier DOL interpretation suggesting that rollover advice did not constitute investment advice giving rise to a fiduciary relationship. In connection with the final regulatory action, the DOL issued a prohibited transaction class exemption that would allow fiduciaries to receive compensation in connection with providing investment advice, including advice about rollovers, that would otherwise be prohibited as a result of their fiduciary relationship to the ERISA Plan. In order to be eligible for the exemption, the investment advice fiduciary would be required, among other conditions, to acknowledge its fiduciary status, refrain from putting its own interests ahead of the plan beneficiaries' interests or making material misleading statements, act in accordance with ERISA's "prudent person" standard of care, and receive no more than reasonable compensation for the advice.

Table of Contents

SEC and State Fiduciary Standards


State	Feature or Benefit	Availability or Variation
New Hampshire	Terminal Illness Waiver	Civil union partners are considered spouses under New Hampshire law. If the second opinion or examination conflicts with the original diagnosis of Terminal Illness, a third opinion or examination shall be required. The Physician selected for purposes of providing the third opinion or examination shall be a disinterested third party selected by the Owner and acceptable to the Company. If a third opinion is obtained, the results of the third opinion shall be the basis for approving or disapproving the additional Free Withdrawal request. The cost of any second or third opinion or examination will be borne by the Company.
New Jersey	Definition of Spouse for spousal continuation upon death, Confinement Waiver, Terminal Illness Waiver	A definition of the term "Spouse" is added to the Contract, and is defined as follows: A Spouse of an individual is a person (1) recognized as the spouse of that individual in the state where they were legally married or (2) in a civil union with that individual under New Jersey law. This does not have the effect of altering or amending federal tax law applicable to your Contract.
	Terminal Illness Waiver	The conditions under which the waiver applies have been modified. The waiver requires that any Owner (or if the Owner is a non-natural person, any Annuitant) has a Terminal Illness. The requirement that the diagnosis occurs at least one year after the Contract Date is removed.
North Carolina	Right to Cancel Period	If your Contract is the result of a replacement of an existing contract, your Right to Cancel Period is 30 days.
Ohio	Right to Cancel Period	If your Contract is the result of a replacement of an existing contract, your Right to Cancel Period is 30 days.
Pennsylvania	Right to Cancel Period	If the Contract is a replacement for an existing contract which was issued to you by Athene Annuity and Life Company, the Right to Cancel Period is extended to 45 days.

~~The SEC adopted Regulation Best Interest under the Exchange Act, which became effective on June 30, 2020, that establishes a standard of conduct for broker~~C-dealers and associated persons of a broker-dealer when they make a recommendation to a retail customer of any securities transaction or investment strategy involving securities. Though Regulation Best Interest does not directly impact the sale of the Company’s non-registered annuity products, it will impact how some of the Company’s retail distribution partners monitor insurance sales and the sale of the Contracts. Regulation Best Interest enhances the broker-dealer standard of conduct and aligns the standard of conduct with retail customers’ reasonable expectations by requiring broker-dealers, among other things, to: act in the best interest of the retail customer at the time the recommendation is made, without placing the financial or other interest of the broker-dealer ahead of the interests of the retail customer; and address conflicts of interest by establishing, maintaining, and enforcing policies and procedures reasonably designed to identify and fully and fairly disclose material facts about conflicts of interest, and in certain identified areas where the SEC has determined that disclosure is insufficient to reasonably address the conflict, to mitigate or, in certain instances, eliminate the conflict. The standard of conduct established by Regulation Best Interest cannot always be satisfied through disclosure alone. It is possible that, as a result of the recent change in presidential administration, the SEC may revisit Regulation Best Interest and could, in the future, require a full fiduciary standard. 6

In addition, certain states, for example Massachusetts, Nevada, and New Jersey, have proposed measures that would make broker-dealers and sales agents subject to a fiduciary duty when providing products and services to customers. The Massachusetts Securities Division adopted a fiduciary duty rule applicable to broker-dealers when making recommendations concerning securities or investment strategies, effective September 1, 2020; however, consistent with the Massachusetts Uniform Securities Act, this rule does not apply to advice concerning commodities or insurance products, including life insurance and annuities. The SEC did not indicate an intent to preempt state regulation in this area, and some of the state proposals would allow for a private right of action. As a result of these changes, it is possible that it may become more costly for the Company to provide products and services in the states subject to the new rules.

The NAIC has adopted the Suitability in Annuity Transactions Model Regulation ("SAT"), which places responsibilities upon issuing insurance companies with respect to the suitability of annuity sales, including responsibilities for training agents. Many states, including the Domiciliary State, have already enacted laws and/or regulations based on SAT, thus imposing suitability standards with respect to sales of FIAs. On February 13, 2020, the NAIC adopted amendments to the SAT to incorporate a best interest standard with respect to the suitability of annuity sales. The amendments include a requirement for producers to act in the best interest of a retail customer when making a recommendation of an annuity. A producer is considered to have acted in the best interest of the customer if they have satisfied certain prescribed obligations regarding care, disclosure, conflict of interest and documentation. State adoption of these revisions, and any future changes in such laws and regulations, could adversely impact the way the Company markets and sells its annuity products. Iowa has adopted a version of the revised SAT that includes a best interest concept.

Policyholder Priorities

In the event of the impairment or insolvency of one of the Company, the commissioner, superintendent or director of the insurance department of the Domiciliary State will be authorized and directed to commence delinquency proceedings for the purpose of liquidating, rehabilitating, reorganizing or conserving the Company pursuant to applicable state insurance laws and regulations. In conducting delinquency proceedings, claims are prioritized and an order of distribution is specified pursuant to applicable state insurance laws and regulations. In the Domiciliary State, claims of general unsecured creditors would be subordinated to claims of the insurer’s policyholders and other claimants with priority in accordance with the priority-of-distribution scheme prescribed by applicable state insurance law.

Table of Contents

~~Properties~~State Feature or Benefit Availability or Variation Pennsylvania Confinement Waiver An additional requirement is added to receive benefits under this waiver:Confinement in a Qualified Care Facility must not be for the treatment of a condition resulting directly or indirectly from: (a) the voluntary taking or injection of drugs, unless prescribed or administered by a licensed Physician; (b) the voluntary taking of any drugs prescribed by a licensed Physician and intentionally not taken as prescribed; (c) sensitivity to drugs voluntarily taken, unless prescribed by a Physician; or (d) drug addiction, unless addiction results from the voluntary taking of drugs prescribed by a licensed Physician or the involuntary taking of drugs. The definition of Physician has been modified to state: "Physician" for purposes of this provision means a practitioner of the healing arts, who is licensed by the State in which he/she performs such function. The Physician cannot be You, and Annuitant, a Beneficiary, or a member of Your, an Annuitant's or a Beneficiary's immediate family, including a husband, wife, domestic partner, civil union partner, child, sibling, parent, or any member of Your household.

~~The Company’s headquarters is located in West Des Moines, Iowa and is owned by a non~~C-~~insurance company subsidiary of AUSA, the Company’s indirect parent. The Company believes that this space will be sufficient for it to conduct its operations for the foreseeable future.~~7

Legal Proceedings

The Company and its insurance subsidiaries are subject to litigation arising in the ordinary course of their business, including litigation principally relating to their FIA business. The Company cannot provide any assurance that its insurance coverage or that of its insurance subsidiaries will be adequate to cover all liabilities arising out of such claims. The outcomes of legal proceedings and claims brought against the Company or its insurance subsidiaries are subject to significant uncertainty. There is significant judgment required in assessing both the probability of an adverse outcome and the determination as to whether an exposure can be reasonably estimated. In management’s opinion, the ultimate disposition of any current legal proceedings or claims brought against the Company or its insurance subsidiaries will not have a material effect on the Company’s financial condition, results of operations or cash flows. Litigation is, however, inherently uncertain and an adverse outcome from such litigation could have a material effect on the operating results of a particular reporting period. Certain significant legal proceedings to which the Company or any of its insurance subsidiaries are currently a party are detailed below. In addition, from time to time, in the ordinary course of business and like others in the insurance and financial services industries, the Company and its insurance subsidiaries receive requests for information from government agencies in connection with such agencies’ regulatory or investigatory authority. Such requests can include financial or market conduct examinations, subpoenas or demand letters for documents to assist the government in audits or investigations. The Company and its insurance subsidiaries review such requests and notices and take appropriate action. The Company and its insurance subsidiaries have been subject to certain requests for information and investigations in the past and could be subject to them in the future.

Dispute Regarding COLI Investment

In 2000 and 2001, two insurance companies which were subsequently merged into the Company purchased broad based variable corporate-owned life insurance (“COLI”) policies from American General Life Insurance Company (“American General”). In January 2012, the COLI policy administrator delivered to the Company a supplement to the existing COLI policies and advised that American General and ZC Resource Investment Trust (“ZC Trust”) had unilaterally implemented changes set forth in the supplement that, if effective, would: (1) potentially negatively impact the crediting rate for the policies and (2) change the exit and surrender protocols set forth in the policies. In March 2013, the Company filed suit against American General, ZC Trust, and ZC Resource LLC in Chancery Court in Delaware, seeking, among other relief, a declaration that the changes set forth in the supplement were ineffectual and in breach of the parties’ agreement. The parties filed cross motions for judgment as a matter of law, and the court granted defendants’ motion and dismissed without prejudice on ripeness grounds. The issue that negatively impacts the crediting rate for one of the COLI policies has subsequently been triggered and, on April 3, 2018, the Company filed suit against the same defendants in Chancery Court in Delaware seeking substantially similar relief. Defendants moved to dismiss and the court heard oral arguments on February 13, 2019. The court issued an opinion on July 31, 2019 that did not address the merits, but found that the Chancery Court did not have jurisdiction over the Company's claims and directed the Company to either amend its complaint or transfer the matter to Delaware Superior Court. The matter has been transferred to the Delaware Superior Court. Defendants renewed their motion to dismiss and the Superior Court heard oral arguments on December, 18, 2019. The Superior Court issued an opinion on May 18, 2020 in which it granted in part and denied in part defendants’ motion. The Superior Court denied defendants’ motion with respect to the issue that negatively impacts the crediting rate for one of the COLI policies, which issue proceeded to discovery. The Superior Court granted defendants’ motion and dismissed without prejudice on ripeness grounds claims related to the exit and surrender protocols set forth in the policies, and dismissed defendant ZC Resource LLC. If the supplement were to have been deemed effective, the purported changes to the policies could have impaired the Company's ability to access the value of guarantees associated with the policies. The parties engaged in discovery as well as discussions concerning whether the matter

Table of Contents

can be resolved without further litigation and, at the request of the parties, on August 11, 2021, the Superior Court entered an Amended Scheduling Order setting the trial date for June 2023. On December 27, 2021, the parties agreed in principle to a settlement, pursuant to which the Company will be able to surrender the policies at any time and receive proceeds within six months. During the year ended December 31, 2021, the Company recorded an impairment of the COLI asset of $53 million, and an adjustment to deferred tax liabilities of $47 million, to reflect the terms of the settlement.


State	Feature or Benefit	Availability or Variation
Pennsylvania	Terminal Illness Waiver	This waiver is referred to as a Terminal Condition Waiver. All references to "Terminal Illness" are replaced with "Terminal Condition". The definition of Terminal Illness is modified to state: "Terminal Condition" means a condition that is expected to cause death within 12 months and that is the result of an injury or illness. The definition of Physician has been modified to state: "Physician" for purposes of this provision means a practitioner of the healing arts, who is licensed by the State in which he/she performs such function. The Physician cannot be You, and Annuitant, a Beneficiary, or a member of Your, an Annuitant's or a Beneficiary's immediate family, including a husband, wife, domestic partner, civil union partner, child, sibling, parent, or any member of Your household.
South Dakota	Confinement Waiver	The definition of Physician has been modified to state: “Physician” for purposes of this provision means a doctor of medicine or osteopathy licensed by the State to practice medicine and surgery in which he/she performs such function.
	Terminal Illness Waiver	The definition of Physician has been modified to state: “Physician” for purposes of this provision means a doctor of medicine or osteopathy licensed by the State to practice medicine and surgery in which he/she performs such function.
Texas	Right to Cancel	Upon exercising the Right to Cancel benefit, the Company will refund the Cash Surrender Value, including any Contract fees or charges, if applicable.

~~Regulatory Matters~~C-8

From 2015 to 2018, the Company and certain of its insurance subsidiaries have experienced increased complaints related to the conversion and administration of the block of life insurance business acquired in connection with Athene’s acquisition of Aviva USA and reinsured to affiliates of Global Atlantic. The life insurance policies included in this block have been and are currently being administered by AllianceOne Inc. (“AllianceOne”), a subsidiary of DXC Technology Company, which was retained by such Global Atlantic affiliates to provide third party administration services on such policies. AllianceOne also administers a small block of annuity policies that were on Aviva USA’s legacy policy administration systems that were also converted in connection with the acquisition of Aviva USA and have experienced some similar service and administration issues, but to a lesser degree.

As a result of the difficulties experienced with respect to the administration of such policies, Athene has received notifications from several state regulators, including but not limited to the New York State Department of Financial Services (the “NYSDFS”), the California Department of Insurance (the “CDI”) and the Texas Department of Insurance (the “TDI”), indicating, in each case, that the respective regulator planned to undertake a market conduct examination or enforcement proceeding of the Company or one of its subsidiaries, as applicable, relating to the treatment of policyholders subject to Athene reinsurance agreements with affiliates of Global Atlantic and the conversion of the life and annuity policies, including the administration of such blocks by AllianceOne. Athene, the Company or one or more of its subsidiaries have entered into consent orders with several state regulators, including the NYSDFS, the CDI and the TDI, to resolve underlying matters in the respective states. All fines and costs, including those associated with remediation plans, paid in connection with the consent orders are subject to indemnification by Global Atlantic or affiliates of Global Atlantic.

Pursuant to the terms of the reinsurance agreements between Athene and the relevant affiliates of Global Atlantic, the applicable affiliates of Global Atlantic have financial responsibility for the ceded life block and are subject to significant administrative service requirements, including compliance with applicable law. The agreements also provide for indemnification to Athene, including for administration issues.

In addition to the examinations and proceedings initiated to date, it is possible that other regulators may pursue similar formal examinations, inquiries or enforcement proceedings and that any examinations, inquiries and/or enforcement proceedings may result in fines, administrative penalties and payments to policyholders. While the Company does not expect the amount of any such fines, penalties or payments arising from these matters to be material to its financial condition, results of operations or cash flows, it is possible that such amounts could be material.

Table of Contents

Directors and Executive Officers


State	Feature or Benefit	Availability or Variation
Texas	Separate Account	The description of the Separate Account is modified for contracts issued in Texas. For contracts issued in Texas, reserves for the Index-Linked Segment Options are held in the AAIA Texas Index-Linked Deferred Annuity Contract Separate Account. This segregated account is established by the Company under Iowa Law. The portion of the assets of the Separate Account equal to the reserves and other Contract liabilities for Index-Linked Segment Options with respect to the Separate Account will not be chargeable with liabilities arising out of any other business we may conduct. You do not participate in the performance of assets held in the Separate Account and do not have any direct claim on them. The Separate Account is not registered under the Investment Company Act of 1940.
	Confinement Waiver	The waiver is available during the Accumulation Phase before the Death Benefit becomes payable. The conditions under which the waiver applies have been modified. Confinement must continue for at least 60 consecutive days, and confinement must begin on or after the Contract Date. The withdrawal request must be accompanied by Written Proof of Confinement, which is defined as follows: Written proof of Confinement means a signed statement from the Hospital or Qualified Care Facility verifying the dates the Owner was confined in a Hospital or Qualified Care Facility. The cost of any second opinion or exam will be borne by the Company.
	Terminal Illness Waiver	The waiver is available during the Accumulation Phase before the Death Benefit becomes payable. The conditions under which the waiver applies have been modified. A diagnosis of Terminal Illness must occur on or after the Contract Date. The cost of any second opinion or exam will be borne by the Company.
Utah	Right to Cancel Period	If your Contract is the result of a replacement of an existing contract, your Right to Cancel Period is 30 days.

~~Below is a list of the names and ages, as of March 31, 2022, of the directors and executive officers of the Company and a description of the business experience of each of the respective individuals.~~ C-9

Name	Age	Position
Grant Kvalheim*	65	Chief Executive Officer, President and Director of the Company; Executive Vice President of Athene
William J. Wheeler**	60	President of Athene
Martin P. Klein	62	Executive Vice President, Chief Financial Officer of Athene and Director of the Company
John L. Golden	42	Executive Vice President, Legal of the Company; Executive Vice President and General Counsel of Athene
Douglas Niemann	52	Executive Vice President and Chief Risk Officer of the Company and Athene
Tyler Goode***	35	Vice President, Controller and Treasurer of the Company
Christopher R. Welp	60	Executive Vice President, Insurance Operations and Director of the Company
Mitra Hormozi	53	Director
Lawrence Ruisi	73	Director
Francis P. Sabatini	75	Director
Hope Schefler Taitz	57	Director
* Effective April 1, 2022, Mr. Kvalheim assumed the role of President of Athene.
** Effective March 31, 2022, Mr. Wheeler transitioned to the role of Vice Chairman of Athene.
*** Effective March 31, 2022, Mr. Goode transitioned to the role of Vice President, Controller and Treasurer of the Company in connection with the transition of Travis Tweed, the Company's former Vice President, Controller and Treasurer until March 30, 2022, to the role as head of SOX for AGM.

The Company does not employ any of its executive officers, all of whom are employed by an affiliated service company and whose services are provided to the Company pursuant to a shared services agreement. Consequently, other than the principal executive officer and principal financial officer of the Company, the determination of whether an officer of the Company is an executive officer is based on whether such officer is an executive officer of Athene, as determined by Athene's board of directors.

Executive Officers

Grant Kvalheim has served as Chief Executive Officer of the Company since December 2018, President of the Company since December 2016, a director of the Company since October 2013 and Chief Executive Officer of Athene USA since June 2015. Effective April 1, 2022, Mr. Kvalheim has served as President of Athene. Mr. Kvalheim served as President of Athene from January 2011 until September 2015, served as its Chief Financial Officer from January 2011 to April 2013 and served as a director of Athene from January 2012 until February 2014. Mr. Kvalheim is responsible for the oversight of Athene's U.S. operating companies with a focus on its retail annuity and funding agreement channels. Prior to joining the Company and Athene, Mr. Kvalheim was a senior executive at Barclays Capital Inc. (“Barclays”) from early 2001 to the end of 2007, becoming Co-President in September 2005. During his time at Barclays, he converted a European cash investment grade business into a leading global cash and derivatives business across both securitized and non-securitized credit products, and significantly expanded Barclays’ investment banking platform. Prior to joining Barclays, Mr. Kvalheim held senior executive positions in the investment banks of Deutsche Bank and Merrill Lynch. Mr. Kvalheim has a Bachelor of Arts degree in economics from Claremont McKenna College and a Master of Business Administration in finance from the University of Chicago. He currently serves on the boards of LIMRA, Mottahedeh & Co., Sol Health, United Way of

Table of Contents

Central Iowa, and the Greater Des Moines Partnership.


State	Feature or Benefit	Availability or Variation
Vermont	Right to Cancel Period	If your Contract is the result of a replacement of an existing contract, your Right to Cancel Period is 30 days.
Washington	Terminal Illness Waiver	The definition of Terminal Illness has been modified to mean an illness that is expected to cause death within 24 months, rather than within 12 months.
Wyoming	Right to Cancel Period	If your Contract is the result of a replacement of an existing contract, your Right to Cancel Period is 30 days.

William J. Wheeler has served as the Vice Chairman of Athene since April 2022. Mr. Wheeler provides strategic advice to Athene's senior management as Athene executes its plan for future growth. Prior to assuming his current role at Athene, Mr. Wheeler served as Athene's President beginning in 2015. As President of Athene, Mr. Wheeler, together with Athene's Chief Executive Officer, was responsible for Athene's overall strategic direction. In particular, Mr. Wheeler oversaw all of Athene's distribution channels, which includes its retail and institutional channels, as well as its corporate development and risk activities. Prior to joining Athene, Mr. Wheeler was President of the Americas group for MetLife Inc. (“MetLife”) where he oversaw the insurance and retirement business in the United States and Latin America. Previously, Mr. Wheeler had been Executive Vice President and Chief Financial Officer at MetLife. Prior to joining MetLife, Mr. Wheeler was an investment banker at Donaldson, Lufkin & Jenrette. Mr. Wheeler has an AB from Wabash College, where he is now a member of the board of trustees, and an MBA from Harvard Business School. He currently serves on the boards of Evercore Inc., Athora Holding Ltd. and VA Capital Company LLC. C-10

Martin P. Klein has served as a director of the Company since December 2015. Mr. Klein has also served as the Executive Vice President and Chief Financial Officer of Athene since November 2015 and serves as a director of several of Athene's insurance subsidiaries. Mr. Klein is responsible for overseeing Athene's financial management, including its enterprise finance, reporting, tax, actuarial and internal audit functions. He also helps develop and execute strategic operating decisions across Athene. Prior to joining the Company and Athene, Mr. Klein was employed by Genworth Financial, Inc. (“Genworth”) from May 2011 through October 2015, where he most recently served as Executive Vice President and Chief Financial Officer, and also served as Genworth’s Acting President & Chief Executive Officer during most of 2012. Prior to joining Genworth in 2011, Mr. Klein served as a Managing Director and Senior Relationship Manager at Barclays, after its acquisition of the U.S. operations of Lehman Brothers Holdings, Inc. (“Lehman Brothers”). Mr. Klein joined Lehman Brothers in 1998, where he served as a Managing Director and the head of the Insurance &e Pension Solutions Group. Prior to Lehman Brothers, Mr. Klein had been with Zurich Insurance Group from 1994 to 1998 as Managing Director of Zurich Investment Management. Prior to Zurich, Mr. Klein served in finance and actuarial roles in other insurance organizations early in his career. Mr. Klein currently serves on the board of Caritas, a non-profit organization in Richmond, Virginia. Mr. Klein is a Fellow of the Society of Actuaries and a Chartered Financial Analyst. He received his Bachelor of Arts in mathematics and business administration from Hope College and a Master of Science in statistics and actuarial sciences from the University of Iowa.

John L. Golden has served as Executive Vice President, Legal of the Company since December 2014. In addition, he has served as Athene's Executive Vice President and General Counsel since December 2014 and is responsible for overseeing the legal, compliance and government relations departments, ensuring compliance with laws and regulations and developing effective legal strategies to protect Athene's interests. Prior to joining Athene, Mr. Golden was an attorney at Sidley Austin LLP (“Sidley”). At Sidley, he represented a variety of financial institutions in connection with all aspects of their businesses such as corporate transactions, securities offerings, regulatory and compliance, enforcement matters and employment matters. Prior to Sidley, he worked for Fisher Investments and IBM Corporation. He received his Juris Doctor from the University of California, Los Angeles and a Bachelor of Science in Operations Management/Information Systems from Santa Clara University. Mr. Golden is admitted to the State Bar of California.

Douglas Niemann has served as Executive Vice President and Chief Risk Officer of both the Company and Athene since May 2020. Mr. Niemann is responsible for overseeing Athene's enterprise risk management functions, as well as providing key support in connection with strategic operating decisions across Athene. Mr. Niemann brings over 25 years of experience and expertise in risk management related to insurance. Prior to joining Athene, Mr. Niemann was the Senior Managing Director of Investment Management and Chief Investment Risk Officer for Guardian Life Insurance Company. Before joining Guardian Life Insurance Company, he was the Managing Director and Chief Investment Strategist of Global Insurance Solutions at JP Morgan Asset Management and served as the Managing Director and Head of Asset Liability Management at AIG Asset Management. He also held the positions of Head of Investment and Financial Risk and Head of Group Risk Modeling at Zurich Financial Services.

Table of Contents

~~Mr.~~Appendix ~~Niemann~~D ~~has~~- anIndex MBA in Risk Management and Insurance as well as Finance, Investments and Banking from the University of Wisconsin Madison School of Business and a Bachelor of Arts in Economics from Northwestern University in Evanston, Illinois.Disclosures

Tyler Goode has served as Controller and Treasurer of the Company since March 2022. Mr. Goode joined Athene in October 2015 as Manager, Actuarial of AUSA and served in that role as Senior Manager and then Director until June 2019. Mr. Goode then served as Director, Finance of AUSA from July 2019 until May 2020, and VP, Finance Implementation of AUSA from June 2020 until March 2022. Prior to joining the Company, Mr. Goode served as a manager in the Financial Accounting Advisory Services practice at Ernst S&P ~~Young~~500® ~~LLP,~~Price ~~where~~Return ~~he serviced a number of global insurance companies. Mr. Goode is a Certified Public Accountant and received a Bachelor of Arts degree in Finance and Accounting from the University of Iowa.~~ Index

S&P ~~Christopher~~Dow R.Jones ~~Welp has~~Indices ~~served~~LLC asrequires ~~Executive~~that ~~Vice~~the ~~President,~~following ~~Insurance~~disclaimer ~~Operations~~be ofincluded ~~the~~in ~~Company~~this ~~since~~ Prospectus:

The ~~December~~"S&P ~~2014~~500 ® " (the "Index") is a product of S&P Dow Jones Indices LLC or its affiliates (“SPDJI”) and has been licensed for use by Athene Annuity and Life Company ("Athene"). S&P ® , S&P ® 500, US 500 and The 500 are trademarks of S&P Global, Inc. or its affiliates ("S&P"); Dow Jones ® is a ~~director~~registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”). It is not possible to invest directly in an index. Athene’s products are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, any of their respective affiliates (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices does not make any representation or warranty, express or implied, to the ~~Company~~owners ~~since~~of ~~December~~Athene’s ~~2016~~products or any member of the public regarding the advisability of investing in securities generally or in Athene’s products particularly or the ability of the Index to track general market performance. MrPast performance of an index is not an indication or guarantee of future results. ~~Welp~~S&P Dow Jones Indices’ only relationship to Athene with respect to the Index is ~~also~~the licensing of the ~~Executive~~Index ~~Vice~~and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The Index is determined, composed and calculated by S&P Dow Jones Indices without regard to Athene or Athene’s products. S&P Dow Jones Indices has no obligation to take the needs of Athene or the owners of Athene’s products into consideration in determining, composing or calculating the Index. S&P Dow Jones Indices are not responsible for and have not participated in the determination of the prices, and amount of Athene’s products or the timing of the issuance or sale of Athene’s products or in the determination or calculation of the equation by which Athene’s products are to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices has no obligation or liability in connection with the administration, marketing or trading of Athene’s products. There is no assurance that investment products based on the Index will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment adviser, broker dealer, fiduciary, "promoter" (as defined in the Investment Company Act of 1940, as amended), "expert" as enumerated within 15 U.S.C § 77k(a) or tax advisor. Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice.

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

~~served as the Executive Vice President, Insurance Operations of Aviva USA. Prior to Aviva USA, Mr. Welp held~~ D-1

progressive roles in tax, finance and operations at ING (now known as Voya Financial), culminating with him being

named chief operating officer of ING’s retail annuity business. Prior to that, Mr. Welp spent seven years with Ernst

& Young. Mr. Welp is a certified public accountant and a member of the American Institute of Certified Public Accountants. He has a Bachelor's degree in Business Administration and Accounting from the University of Iowa.

Directors

Mitra Hormozi has served as a director of the Company since December 2018. Ms. Hormozi has also served as director of Athene since December 2018 and is the chair of its legal and regulatory committee. Ms. Hormozi is also a director of a number of Athene’s US subsidiaries. Ms. Hormozi was Executive Vice President and General Counsel of Revlon, Inc. from April 2015 to July 2019, where she was responsible for overseeing Revlon’s legal affairs worldwide. Ms. Hormozi has extensive experience in both the public and private sectors of the legal field. Prior to joining Revlon in April 2015, she was a litigation partner at two major law firms from 2011 to 2015 and served as Deputy Chief of Staff to then New York State Attorney General, Andrew Cuomo. She also served as an Assistant United States Attorney prosecuting high profile complex racketeering cases in the Eastern District of New York. She has also previously served on the board of directors of Revlon. Ms. Hormozi received a Bachelor of Arts in history from the University of Michigan and a Juris Doctor from the New York University School of Law.

Lawrence J. Ruisi has served as a director of the Company since December 2017. Mr. Ruisi has also served as a director of Athene since 2013 and is the chair of Athene’s audit committee and is a member of Athene’s risk committee. Mr. Ruisi is also a director of a number of Athene's other US subsidiaries. As an operating executive, Mr. Ruisi has held various senior level positions in the entertainment business, including President and Chief Executive Officer of Loews Cineplex Entertainment Corporation and as Executive Vice President and Chief Financial Officer of Columbia Pictures Entertainment. As a non-executive, Mr. Ruisi has served on numerous boards including Hughes Communications Inc., UST Inc., InnKeepers USA Trust, Wyndham International, Inc. and Adaptec, Inc. During his tenure on those boards, Mr. Ruisi has been Chairman of various audit committees, named designated financial expert and served on both compensation and nominating and corporate governance committees. Mr. Ruisi was Chairman of the Independent Committee of the board of InnKeepers, which oversaw its restructuring, and was Chairman of Special Committees at both Wyndham and Adaptec. Mr. Ruisi began his career at Price Waterhouse & Co., where he was a Senior Manager. He is a Certified Public Accountant and received a Bachelor of Science degree in accounting and a Master of Business Administration in finance from St. John’s University. Mr. Ruisi is currently an adjunct professor of accounting at St. John’s University.

Francis P. Sabatini has served as a director of the Company since October 2013. Mr. Sabatini has over 40 years of industry and advisory experience in insurance and actuarial services. He specialized in fixed, variable and indexed annuity product development, pricing and management. Mr. Sabatini’s previous employers include Ernst & Young, Connecticut Mutual Life, and Equitable Life Assurance. He has served on numerous boards and councils including CERA Global Association and Society of Actuaries. Mr. Sabatini has been a frequent speaker at industry

Table of Contents

Russell ~~meetings,~~2000® ~~and~~Price isReturn ~~a published author of trade articles. He graduated Summa Cum Laude from the Pratt Institute with a B.S. in Mathematics.~~ Index

Hope Schefler Taitz has served as a director of the Company since October 2013. Ms. Taitz has also served as a director of Athene and its subsidiary, ALRe, since 2011, and is a member of Athene’s risk, legal and regulatory, and conflicts committees. Ms. Taitz is also a director of a number of Athene’s other US subsidiaries. Ms. Taitz has served as the CEO of ELY Capital since 2014 and is the chairperson and CEO of Aequi Acquisition Corp since 2020. Now acting as an investor and advisor with expertise in media, technology and the consumer, she helps innovative enterprises grow through financial leadership and connections to established corporations. Ms. Taitz also currently serves on the boards of MidCap Finco Holdings Limited and Summit Hotel Properties, Inc. She has previously served on the boards of Apollo Residential Mortgage, Inc., Greenlight Capital Re, Ltd., Diamond International Resorts, Inc., as well as Lumenis Ltd. From 1995 to 2003, Ms. Taitz was Managing Partner of Catalyst Partners, L.P., a money management firm. From 1990 to 1992, Ms. Taitz was a Vice President at The ~~Argosy~~LSE Group ~~(now~~requires ~~part~~that of the ~~Canadian~~following ~~Imperial~~disclosure ~~Bank~~be ofincluded ~~Commerce) specializing~~ in ~~financial~~this restructuring before becoming a Managing Director at Crystal Asset Management, from 1992 to 1995. From 1986 to 1990, Ms. Taitz was at Drexel Burnham Lambert, first as a mergers and acquisitions analyst and then as an associate in the leveraged buyout group. She is a founding executive member of YRF Darca, an emeritus board member of Pencils of Promise, and a member of the undergraduate executive board of The Wharton School at the University of Pennsylvania. Ms. Taitz is a former board member of Girls Who Code and is now a board member of the New York City Foundation for Computer Science. Ms. Taitz graduated with honors from the University of Pennsylvania with a Bachelor of Arts degree in economics. Prospectus:

~~Executive~~ Athene ~~Compensation~~annuity products (the “Products”) have been developed solely by Athene Annuity and Life Company. The Products are not in any way connected to or sponsored, endorsed, sold or promoted by the London Stock Exchange Group plc and its group undertakings (collectively, the “LSE Group”). FTSE Russell is a trading name of certain of the LSE Group companies.

As All ofrights ~~December~~in ~~31, 2021,~~ the ~~Company~~Russell ~~did~~2000 ~~not~~Index employ any executive officers, but rather was provided such personnel by Athene’s indirect wholly-owned subsidiary AES pursuant to the Shared Services and Cost Sharing Agreement, dated January 1, 2020, among the Company and various other subsidiaries of Athene (the “~~Shared Services Agreement~~Index”). ~~See~~vest ~~“Transactions~~in ~~with Related Persons, Promoters and Certain Control Persons” for more information about~~ the ~~Shared~~relevant ~~Services~~LSE ~~Agreement.~~Group Ascompany awhich ~~result,~~owns ~~for~~ the year ended December 31, 2021, the Company did not determine or directly pay any compensation to its executive officers or additional personnel provided to the Company by Athene through the Shared Services Agreement for the Company’s operationsIndex. ~~Athene,~~“Russell®” ~~acting~~and ~~directly~~“Russell or2000®” ~~through~~are atrade-marks ~~subsidiary~~of ~~other than~~ the ~~Company,~~relevant ~~determined~~LSE ~~and~~Group ~~paid~~company ~~the salaries, bonuses~~ and ~~other~~are ~~compensation~~used ~~earned~~ by ~~the~~any Company’s executive officers and by additional personnel provided to the Company by Athene. Athene also determined whether and to what extent the Company’s executive officers and additional personnel were provided with benefits pursuant to employee benefit plans. The Company did not have employment agreements with its executive officers and did not provide pension or retirement benefits, perquisites or other ~~personal~~LSE ~~benefits~~Group tocompany ~~its~~under ~~executive officers~~license.

~~Consequently~~ The Index is calculated by or on behalf of FTSE International Limited or its affiliate, ~~other~~agent ~~than~~or ~~the~~partner. ~~principal~~The ~~executive~~LSE ~~officer~~Group ~~and~~does ~~principal~~not ~~financial~~accept ~~officer~~any liability whatsoever to any person arising out of (a) the ~~Company~~use of, reliance on or any error in the ~~determination~~Index ofor ~~whether~~(b) aninvestment ~~officer~~in or operation of the ~~Company~~Products. isThe anLSE ~~executive~~Group ~~officer~~makes isno ~~based~~claim, onprediction, ~~whether~~warranty ~~such~~or ~~officer~~representation iseither anas ~~executive~~to ~~officer~~the results to be obtained from the Products or the suitability of ~~Athene,~~the asIndex ~~determined~~for the purpose to which it is being put by Athene's ~~board~~Annuity ofand ~~directors~~Life Company.

MSCI ~~Compensation~~EAFE ~~Discussion~~Price ~~and~~Return ~~Analysis (“CD&A”)~~ Index

MSCI ~~Impact~~Inc. ofrequires ~~Merger~~that ~~Agreement~~the following disclosure be included in this Prospectus:

THIS ~~The~~PRODUCT ~~Merger~~IS ~~Agreement~~NOT ~~provides~~SPONSORED, ~~for~~ENDORSED, ~~the~~SOLD ~~treatment~~OR ~~described~~PROMOTED ~~below~~BY ofMSCI ~~outstanding~~INC. ~~equity~~(“MSCI”), ~~awards~~ANY OF ITS AFFILIATES, ~~including~~ANY ~~those~~OF ~~grants~~ITS ~~made~~INFORMATION inPROVIDERS ~~2021~~OR ANY OTHER THIRD PARTY INVOLVED IN, OR RELATED TO, COMPILING, COMPUTING OR CREATING ANY MSCI INDEX (COLLECTIVELY, THE “MSCI PARTIES”). ~~While~~THE ~~the~~MSCI ~~consummation~~INDEXES ofARE ~~the~~THE ~~Mergers~~EXCLUSIVE ~~impacted~~PROPERTY ~~the~~OF ~~outstanding~~MSCI. ~~equity~~MSCI ~~awards~~AND asTHE ~~described~~MSCI ~~below~~INDEX NAMES ARE SERVICE MARK(S) OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY ATHENE ANNUITY AND LIFE COMPANY. NONE OF THE MSCI PARTIES MAKES ANY REPRESENTATION OR WARRANTY, ~~this~~EXPRESS ~~CD&A~~OR ~~describes~~IMPLIED, ~~the~~TO ~~original~~THE ~~terms~~ISSUER ofOR ~~the~~OWNERS ~~2021~~OF ~~grants~~THIS PRODUCT OR ANY OTHER PERSON OR ENTITY REGARDING THE ADVISABILITY OF INVESTING IN PRODUCTS GENERALLY OR IN THIS PRODUCT PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE LICENSORS OF CERTAIN TRADEMARKS, ~~without~~SERVICE ~~taking~~MARKS ~~into~~AND ~~consideration~~TRADE ~~the~~NAMES ~~impact~~AND ofOF ~~the~~THE ~~Mergers~~MSCI asINDEXES ~~the~~WHICH ~~Mergers~~ARE ~~were~~DETERMINED, ~~not~~COMPOSED ~~consummated~~AND asCALCULATED ofBY ~~December~~MSCI 31WITHOUT REGARD TO THIS PRODUCT OR THE ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER PERSON OR ENTITY. NONE OF THE MSCI PARTIES HAS ANY OBLIGATION TO TAKE THE NEEDS OF THE ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER PERSON OR ENTITY INTO CONSIDERATION IN DETERMINING, ~~2021~~COMPOSING OR CALCULATING THE MSCI INDEXES. NONE OF THE MSCI PARTIES IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THIS PRODUCT TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY OR THE CONSIDERATION INTO WHICH THIS PRODUCT IS REDEEMABLE. FURTHER, NONE OF THE MSCI PARTIES HAS ANY OBLIGATION OR LIABILITY TO THE ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF THIS PRODUCT.

ALTHOUGH ~~Athene~~MSCI ~~equity~~SHALL ~~awards~~OBTAIN ~~outstanding~~INFORMATION ~~immediately~~FOR ~~prior~~INCLUSION toIN ~~the~~OR ~~consummation~~FOR ofUSE ~~the~~IN ~~Mergers~~THE ~~were~~CALCULATION ~~generally~~OF ~~subject~~THE toMSCI ~~the~~INDEXES ~~following~~FROM ~~treatment:~~SOURCES THAT MSCI CONSIDERS RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI

• each stock option, whether vested or unvested, was converted into a number of options of AGM (“AGM Options”) (rounded down to the nearest whole share of Class A common stock of AGM (each, an “AGM share”)) equal to the product of (1) the exchange ratio multiplied by (D-2~~) the number of Class~~

Table of Contents

PARTIES AMAKES ~~common~~ANY ~~shares~~WARRANTY, ofEXPRESS ~~Athene~~OR ~~(each~~IMPLIED, anAS ~~“Athene~~TO ~~share”)~~RESULTS ~~subject~~TO toBE ~~such~~OBTAINED ~~option~~BY ~~immediately~~THE ~~prior~~ISSUER toOF ~~the~~THE ~~effective~~PRODUCT, ~~time~~OWNERS ofOF ~~the~~THE ~~AHL~~PRODUCT, ~~Merger~~OR ~~(rounded~~ANY ~~down~~OTHER toPERSON ~~the~~OR ~~nearest~~ENTITY, ~~whole~~FROM ~~share),~~THE ~~with~~USE anOF ~~exercise~~ANY ~~price~~MSCI ~~equal~~INDEX toOR ~~the~~ANY ~~quotient~~DATA ofINCLUDED ~~(x)~~THEREIN. ~~the~~NONE ~~exercise~~OF ~~price~~THE ofMSCI ~~such~~PARTIES ~~option~~SHALL ~~divided~~HAVE byANY ~~(y)~~LIABILITY ~~the~~FOR ~~exchange~~ANY ~~ratio~~ERRORS, ~~(rounded~~OMISSIONS upOR toINTERRUPTIONS ~~the~~OF ~~nearest~~OR ~~whole~~IN ~~cent)~~CONNECTION WITH ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. ~~Each~~FURTHER, ~~such~~NONE ~~AGM~~OF ~~Option~~THE isMSCI ~~otherwise~~PARTIES ~~subject~~MAKES toANY ~~the~~EXPRESS ~~same~~OR ~~terms~~IMPLIED ~~and~~WARRANTIES ~~conditions~~OF asANY ~~were~~KIND, ~~applicable~~AND ~~under~~THE ~~the~~MSCI ~~related~~PARTIES ~~option~~HEREBY ~~immediately~~EXPRESSLY ~~prior~~DISCLAIM toALL ~~the~~WARRANTIES ~~effective~~OF ~~time~~MERCHANTABILITY ofAND ~~the~~FITNESS ~~AHL~~FOR ~~Merger~~A ~~(including~~PARTICULAR ~~any~~PURPOSE, ~~accelerated~~WITH ~~vesting~~RESPECT inTO ~~connection~~EACH ~~with~~MSCI aINDEX ~~termination~~AND ofANY ~~service~~DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL ANY OF THE MSCI PARTIES HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS); EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

No ~~• each restricted share award (“RSA”)~~purchaser, ~~whether~~seller ~~vested~~ or ~~not~~holder ~~vested, was converted into a number~~ of ~~restricted~~this ~~shares~~product, ofor ~~AGM~~any ~~(“AGM~~other ~~RSAs”)~~person ~~(rounded~~or ~~down~~entity, toshould ~~the~~use ~~nearest~~or ~~whole~~refer ~~AGM share) equal~~ to ~~(1)~~any ~~the~~MSCI ~~exchange~~trade ~~ratio multiplied by (2) the number of Athene shares subject to such RSA immediately prior to the effective time of the AHL Merger; provided~~name, ~~that~~trademark inor ~~the~~service ~~case~~mark ~~of any RSA that was subject~~ to ~~performance-based vesting conditions (“AHL Variable RSA”)~~sponsor, ~~(A) for purposes of clause (2) above~~endorse, ~~the~~market ~~number~~or ofpromote ~~Athene~~this ~~shares~~product inwithout ~~respect~~first ofcontacting ~~such~~MSCI ~~AHL Variable RSA immediately prior~~ to ~~the~~determine ~~effective~~whether ~~time~~MSCI’s ofpermission ~~the~~is AHL Merger was based on the applicable target level of performance and (B) the AGM RSAs are subject only to the time vesting conditions that applied to the AHL Variable RSA and are scheduled to vest at the end of the applicable performance periodrequired. ~~Each~~Under ~~such~~no ~~AGM~~circumstances ~~RSA~~may isany ~~otherwise~~person ~~subject~~or toentity ~~the~~claim ~~same~~any ~~terms~~affiliation ~~and~~with ~~conditions~~MSCI aswithout ~~were applicable under~~ the ~~related RSA immediately~~ prior towritten ~~the~~permission ~~effective time~~ of ~~the AHL Merger (including any accelerated vesting in connection with a termination of service); and~~ MSCI.

• each restricted share unit award (“RSU”) was converted into a number of restricted share units of AGM (“AGM RSUs”) (rounded down to the nearest whole AGM share) equal to (1) the exchange ratio multiplied by (2) the number of Athene shares subject to such RSU immediately prior to the effective time of the AHL Merger; provided, that in the case of any RSU that was subject to performanceNasdaq-~~based~~100® ~~vesting~~Price ~~conditions~~Return (“AHL Variable RSU”), (A) for purposes of clause (2) above, the number of Athene shares in respect of such AHL Variable RSU immediately prior to the effective time of the AHL Merger was based on the applicable target level of performance and (B) the AGM RSUs are subject only to the time vesting conditions that applied to the AHL Variable RSU and are scheduled to vest at the end of the applicable performance period. Each such AGM RSU is otherwise subject to the same terms and conditions as were applicable under the related RSU immediately prior to the effective time of the AHL Merger (including any accelerated vesting in connection with a termination of service). Index

Nasdaq InInc. ~~addition,~~requires ~~the Merger Agreement included certain interim operating covenants~~ that ~~Athene was required to follow, including, among others, a covenant that restricted increasing compensation or benefits to directors and senior officers of Athene between signing and closing of~~ the ~~Mergers.~~following Indisclosure ~~connection with the Mergers, certain compensation scheduled to~~ be ~~paid~~included ~~to certain Athene employees~~ in ~~early~~this 2022 was accelerated and paid in December 2021, including RSU awards that were scheduled to vest on January 1, 2022. Finally, following the closing of the Mergers, AGM awarded a total of approximately $24 million of AGM RSUs to certain existing senior officers of Athene, including each of the Company's NEOs other than Mr. Tweed. Each award is fully vested but subject to a delayed delivery schedule over a multi-year period and compliance with restrictive covenants. Prospectus:

The ~~Following~~Product(s) ~~the~~is ~~closing~~not ofsponsored, ~~the~~endorsed, ~~AHL~~sold ~~Merger~~or promoted by Nasdaq, ~~the~~Inc. ~~compensation~~or ~~committee~~its ofaffiliates ~~Athene’s~~(Nasdaq, ~~board~~with ofits ~~directors~~affiliates, ~~(the~~are ~~"Compensation~~referred ~~Committee"~~to as the “Corporations”). ~~was~~The ~~dissolved~~Corporations ~~and~~have ~~its~~not ~~remaining~~passed ~~functions~~on ~~and~~the ~~responsibilities~~legality ~~were~~or ~~assumed~~suitability byof, or the ~~executive~~accuracy ~~committee~~or adequacy of ~~Athene’s~~descriptions ~~board~~and ofdisclosures ~~directors~~relating to, the Product(s). AsThe ~~noted~~Corporations ~~above~~make no representation or warranty, ~~because~~express ~~this~~or ~~CD&A~~implied ~~describes~~to ~~Athene’s~~the ~~compensation~~owners ~~program~~of inthe ~~place~~Product(s) ~~during~~or ~~2021,~~any ~~this~~member ~~CD&A~~of ~~describes~~the public regarding the ~~role~~advisability of ~~the~~investing ~~former~~in ~~Compensation~~securities ~~Committee~~generally or in ~~setting~~the ~~executive~~Product(s) ~~compensation~~particularly, ~~and~~or the ~~role~~ability of the ~~executive~~Nasdaq-100® ~~committee~~Index ofto track general stock market performance. The Corporations' only relationship to Athene’s ~~board~~Annuity ofand ~~directors~~Life ~~for~~Company ~~post-Mergers~~(“Licensee”) ~~compensation~~is ~~decisions~~in asthe ~~they~~licensing ~~relate~~of tothe ~~2021~~Nasdaq®, ~~such~~Nasdaq-100®, asand ~~bonus~~Nasdaq-100® ~~determinations.~~Index, and certain

trade Asnames ~~stated~~of ~~above,~~the Corporations and the ~~Company's~~use ~~executive~~of ~~officers~~the Nasdaq-100® Index which is determined, ~~including~~composed ~~its~~and ~~named~~calculated ~~executive~~by ~~officers~~Nasdaq without regard to Licensee or the Product(~~"NEOs"~~s),. ~~are~~Nasdaq ~~compensated~~has byno ~~Athene,~~obligation ~~acting~~to ~~directly~~take orthe ~~through~~needs aof ~~subsidiary~~the ~~other~~Licensee ~~than~~or the ~~Company.~~owners ~~Because~~of the ~~NEOs~~Product(s) ~~also~~into ~~have~~consideration ~~responsibilities~~in ~~with~~determining, ~~Athene~~composing ~~and/~~or ~~other~~calculating ~~Athene~~the ~~subsidiaries,~~Nasdaq-100® ~~each~~Index. ~~NEO~~The ~~allocates~~Corporations aare ~~percentage~~not ofresponsible ~~his~~for ~~total~~and ~~time~~have ~~spent~~not ~~devoted~~participated toin the ~~Company.~~determination ~~For~~of the ~~avoidance~~timing of, ~~doubt~~prices at, or quantities of the ~~amounts~~Product(s) into ~~this~~be ~~CD&A~~issued ~~reflect~~or in the ~~total~~determination ~~compensation~~or ~~paid~~calculation of the equation by ~~Athene~~which ~~and~~the doProduct(s) ~~not~~is ~~take~~to be converted into ~~account~~cash. ~~any~~The ~~percentage~~Corporations ofhave ~~time~~no ~~allocated~~liability toin ~~the~~connection ~~Company.~~with ~~The~~the ~~NEOs~~administration, ~~for~~marketing ~~2021~~or ~~are~~trading asof ~~follows:~~the Product(s).

83THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED CALCULATION OF NASDAQ-100® INDEX OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE PRODUCT(S) OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE NASDAQ-100® INDEX OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE NASDAQ-100® INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

D-3

Table of Contents

Executive						Title
Grant Kvalheim						Chief Executive Officer and President of the Company; Executive Vice President of Athene*
William J. Wheeler						President of Athene**
Martin P. Klein						Executive Vice President and Chief Financial Officer of Athene
John L. Golden						Executive Vice President, Legal of the Company; Executive Vice President and General Counsel of Athene
Travis Tweed						Vice President, Controller and Treasurer of the Company***
* Effective April 1, 2022, Mr. Kvalheim assumed the role of President of Athene.
** Effective March 31, 2022, Mr. Wheeler transitioned to the role of Vice Chairman of Athene
***Mr. Tweed served as Vice President, Controller and Treasurer of the Company until March 30, 2022.

Shiller Barclays CAPE® US Mid-Month Sector TR Net Index

~~Compensation~~BB ~~Framework~~PLC requires that the following disclosure be included in this Prospectus:

~~Goals~~ The Shiller Barclays CAPE ® US Mid-Month Sector TR Net Index (the “Index”) has been developed in part by RSBB-I, ~~Principles~~LLC, the research principal of which is Robert J. Shiller. RSBB-I, LLC is not an investment advisor, and ~~Process~~does not guarantee the accuracy or completeness of the Index, or any data or methodology either included therein or upon which it is based. Neither RSBB-I, LLC nor Robert J. Shiller or any of their respective partners, employees, subcontractors, agents, suppliers and vendors (collectively, the "Protected Parties") shall have any liability, whether caused by the negligence of a Protected Party or otherwise, for any errors, omissions, or interruptions therein, and makes no warranties, express or implied, as to performance or results experienced by any party from the use of any information included therein or upon which it is based, and expressly disclaims all warranties of merchantability or fitness for a particular purpose with respect thereto, and shall not be liable for any claims or losses of any nature in connection with the use of such information, including but not limited to, lost profits or punitive or consequential damages, even if RSBB-I, LLC, Robert J. Shiller or any Protected Party is advised of the possibility of same.

Neither ~~The~~Barclays ~~Compensation~~Bank ~~Committee~~PLC ~~believed~~("BB ~~that~~PLC") ~~Athene's~~nor ~~executive~~any ~~compensation~~of ~~program~~its ~~should~~affiliates ~~reward~~(collectively ~~actions~~"Barclays") ~~and~~is ~~behaviors~~the ~~that~~issuer ~~support~~or ~~policyholder~~producer ~~protection,~~of ~~drive~~Athene ~~long-term~~Annuity and ~~profitable~~Life ~~revenue~~Company’s ~~growth,~~(“Athene”) ~~and~~annuity ~~create~~products ~~sustainable~~(the ~~shareholder~~“Products”) ~~value.~~and ~~The~~Barclays ~~Compensation~~has ~~Committee~~no ~~sought~~responsibilities, toobligations ~~foster~~or ~~these~~duties ~~objectives~~to ~~through~~purchasers aof ~~compensation~~the ~~program~~Products. ~~that~~The ~~focused~~Index, ontogether ~~increasing~~with ~~Athene's~~any ~~executives’~~Barclays ~~personal~~indices ~~interest~~that inare ~~Athene's~~components ~~growth~~of ~~and~~the ~~success~~Index, ~~through~~is ~~performance-based~~a ~~annual~~trademark ~~incentive~~owned ~~awards~~by Barclays and, ~~ownership~~together ofwith ~~Class A~~any ~~common~~component ~~shares~~indices ofand ~~Athene.~~index ~~Athene~~data, ~~believes~~is ~~that~~licensed ~~these~~for ~~awards~~use ~~created~~by aAthene ~~balanced~~as ~~focus~~the onissuer ~~its~~or ~~short-term~~producer ~~and~~of ~~long-term~~the ~~strategic~~Products ~~and~~(the ~~financial goals~~"Issuer"). ~~Athene's 2021 executive compensation program was designed to:~~

~~•attract~~Barclays’ only relationship with the Issuer in respect of the Index is the licensing of the Index, ~~retain~~which is administered, compiled and ~~motivate~~published ~~high-performing~~by ~~talent;~~BB PLC in its role as the index sponsor (the "Index Sponsor") without regard to the Issuer or the Products or purchasers of the Products. Additionally, Athene as issuer or producer of the Products may for itself execute transaction(s) with Barclays in or relating to the Index in connection with the Products. Consumers acquire the Products from Athene and neither acquire any interest in the Index nor enter into any relationship of any kind whatsoever with Barclays upon purchasing the Products. The Products are not sponsored, endorsed, sold or promoted by Barclays and Barclays makes no representation regarding the advisability of the Products or use of the Index or any data included therein. Barclays shall not be liable in any way to the Issuer, purchasers of the Products or to other third parties in respect of the use or accuracy of the Index or any data included therein.

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

~~•align~~To ~~executive~~protect ~~compensation~~the ~~elements~~integrity ~~with~~of ~~both~~Barclays’ ~~short-term~~indices, ~~and~~BB ~~long-term~~PLC ~~company~~has ~~performance;~~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:

•~~align~~oversight ~~the interests~~ of ~~executives~~any ~~with~~third ~~those~~party ofindex ~~Athene's~~calculation ~~stakeholders.~~agent;

•acting ~~For~~as ~~2021,~~approvals ~~the~~body ~~Compensation Committee had the responsibility~~ for ~~overseeing~~index ~~and~~lifecycle ~~approving~~events ~~the~~(index ~~compensation~~launch, ofchange ~~all of Athene's executive officers. The Compensation Committee also received input from the Compensation Committee’s independent compensation consultant~~ and ~~recommendations~~retirement); from Athene's Chief Executive Officer, James R. Belardi, regarding the compensation arrangements for Athene executive officers other than himself. None of the NEOs participated in the determination of their own compensation. and

•resolving Inunforeseen ~~late~~index ~~2020,~~calculation ~~the~~issues ~~Compensation~~where ~~Committee~~discretion ~~conducted~~or ainterpretation ~~review~~may ofbe ~~Athene's~~required executive compensation program, with the assistance of the Compensation Committee’s independent compensation consultant, Willis Towers Watson. Willis Towers Watson provided input on Athene's overall incentive design and a benchmarking analysis with respect to its executive officer compensation program. When setting 2021 NEO compensation, the Compensation Committee considered survey data (for Insurance companies within Willis Towers Watson's Financial Services database (Insurance industry survey), as well as compensation data from a group of peer companies (the “Peer Group”) to evaluate compensation arrangements against those of Athene. The companies in the Peer Group were selected based on one or more of the following characteristicsexample: ~~similar~~upon ~~in size to Athene;~~ the ~~companies~~occurrence ~~are industry competitors; or the companies are considered a source~~ of ~~talent. Even though some of the Peer Group companies have larger revenues and~~ market ~~capitalization~~disruption than Athene, the Compensation Committee determined that each company was an appropriate peer based on such company being an industry competitor or a source of talent, as well as Athene’s recent and potential future growthevents). ~~The Peer Group used to evaluate 2021 compensation decisions consisted of the following ten publicly-traded financial services companies:~~

84To 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.

D-4

Table of Contents

~~Ameriprise Financial~~•Sales, ~~Inc.~~trading ~~Principal~~or ~~Financial~~structuring ~~Group,~~desks ~~Inc~~in BB PLC may launch products linked to the performance of an index. ~~Brighthouse~~These ~~Financial~~products ~~Prudential~~are ~~Financial,~~typically ~~Inc~~hedged by BB PLC’s trading desks. ~~Equitable~~In ~~Holdings~~hedging an index, ~~Inc~~a trading desk may purchase or sell constituents of that index. ~~Reinsurance~~These ~~Group~~purchases or sales may affect the prices of ~~America~~the ~~Globe~~index ~~Life~~constituents ~~Inc.~~which ~~Unum~~could ~~Group~~in ~~Lincoln~~turn ~~National~~affect ~~Corporation~~the ~~Voya~~level ~~Financial,~~of ~~Inc~~that index.

•BB ~~While~~PLC ~~the~~may ~~Compensation Committee considered compensation between the 50th and 75th percentile of the Peer Group when setting executive compensation, it did not believe it appropriate to~~ establish ~~compensation~~investment ~~levels~~funds ~~based only on market practices. The Compensation Committee believed~~ that ~~compensation~~track ~~decisions~~an ~~are~~index ~~complex~~or ~~and~~otherwise ~~required~~use aan ~~deliberate~~index ~~review of Athene's performance and peer compensation levels. The factors that influenced the amount of compensation awarded included market competition~~ for aportfolio ~~particular position, an individual’s experience and past performance inside~~ or ~~outside~~asset ~~Athene,~~allocation compensation history, role and responsibilities within Athene, tenure with Athene and associated institutional knowledge, long-term potential with Athene, contributions derived from creative and innovative thinking and leadership, industry expertise, past and future performance objectives and the value of the position within Athenedecisions.

The InIndex ~~addition~~Sponsor tois ~~executive~~under ~~compensation~~no ~~consulting~~obligation ~~services~~to continue the administration, ~~Willis~~compilation ~~Towers~~and ~~Watson~~publication ~~provided~~of ~~other~~the ~~services~~Index ~~during~~or ~~2021~~the ~~relating~~level of the Index. While the Index Sponsor currently employs the methodology ascribed to: the Index (1and application of such methodology shall be conclusive and binding), ~~investment~~no assurance can be given that market, ~~risk~~regulatory, ~~and~~juridical, ~~reinsurance~~financial, fiscal or other circumstances (2)including, ~~human~~but ~~capital~~not ~~and~~limited ~~benefits~~to, ~~and~~any (3changes to or any suspension or termination of or any other events affecting any constituent within the Index) ~~corporate~~will ~~risk~~not ~~and~~arise ~~brokerage.~~that ~~The~~would, ~~executive~~in ~~committee~~the view of ~~Athene's~~the ~~board~~Index Sponsor, necessitate an adjustment, modification or change of ~~directors~~such ~~assessed~~methodology. In certain circumstances, the ~~independence~~Index ofSponsor ~~Willis~~may ~~Towers~~suspend ~~Watson~~or ~~pursuant~~terminate tothe ~~SEC~~Index. ~~rules~~The Index Sponsor has appointed a third-party agent (the "Index Calculation Agent") to calculate and ~~concluded~~<

Filing Compare · Athene Annuity & Life Co