As filed with the Securities and Exchange Commission on ~~October~~January 2026, ~~2023~~2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Forethought Life Insurance Company

(Exact Name of Registrant as Specified in its Charter)

Indiana		6311		06-1016329
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

10 West Market Street, Suite 2300

Indianapolis, IN 46204

(866) 645-2449

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Sarah M. Patterson	Copy to:
Forethought Life Insurance Company	~~Dodie~~Ron CD. ~~Kent~~Coenen Jr., Esq.
One Financial Plaza	Eversheds Sutherland (US) LLP
755 Main Street, 24th Floor	700 Sixth Street, NW
Hartford, CT 06103	Washington, DC 20001
(860) 325-1538
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

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

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

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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer	☐

Non-accelerated filer ☒	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 ~~information~~ inregistrant ~~this~~hereby ~~prospectus~~amends isthis ~~not~~registration ~~complete~~statement ~~and~~on ~~may~~such bedate ~~changed.~~or Wedates as may ~~not~~be ~~sell~~necessary ~~these~~to ~~securities~~delay ~~using~~its ~~this~~effective ~~prospectus~~date until the ~~amended~~ ~~registration~~registrant ~~statement~~shall ~~filed~~file ~~with~~a ~~the~~further ~~Securities~~amendment ~~and~~which ~~Exchange~~specifically ~~Commission~~states isthat ~~effective.~~this ~~This~~registration ~~prospectus~~statement isshall ~~not~~thereafter anbecome ~~offer~~effective in toaccordance ~~sell~~with ~~these securities~~Section ~~and~~8(a) isof ~~not~~the ~~soliciting~~Securities anAct ~~offer~~of to1933 ~~buy~~or ~~these~~until ~~securities~~the inregistration ~~any~~statement ~~state~~shall ~~where~~become effective on such date as the ~~offer~~Commission, oracting ~~sale~~pursuant isto ~~not~~said ~~permitted~~Section 8(a), may determine.

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

Individual Single Premium Deferred Index-Linked Annuity Contract

Issued By:

FORETHOUGHT LIFE INSURANCE COMPANY

Prospectus Dated: [ __], 2024

This prospectus describes information you should know before you purchase the ForeStructured Growth II and the ForeStructured Growth ~~Advisory~~II Advisory Contract (the "“Contract"” or "“Contracts"”). The prospectus describes the Contract between each Owner and joint Owner ("“you"”) and Forethought Life Insurance Company (the "“Company"”, "“We"”, ~~"Us"~~ “Us” or "“Our"”). The Contract is a single premium deferred index-linked annuity contract issued by Us, with a minimum ~~Premium~~ Premium Payment of $25,000. The Company does not allow additional Premium Payments after the initial Premium Payment. The Contract is designed to help you invest on a tax-deferred basis and meet long-term financial goals. Certain words and phrases used and capitalized throughout the prospectus are defined in the section titled "“Glossary of Terms."” We offer the Contract as both a B-share ~~and~~ and an I-share Contract. The B-share class is offered through registered broker-dealers to which We pay sales commissions. The I-share class is available through registered investment advisers (RIAs) (affiliated with a registered broker-dealer) that sell the Contract and that charge an advisory fee for their services.

Please read this prospectus carefully before investing and keep it for your records and for future reference. This prospectus does not constitute an offering in any jurisdiction in which the Contract may not lawfully be sold.

This prospectus describes all of your material rights and obligations under the Contract. The Contract allows you to allocate your Premium Payment to an investment option under the Contract that provides for guaranteed interest, subject to a guaranteed minimum interest rate (the "“One-Year Fixed Strategy"”) or one or more investment options that are linked to the value of an Index and are referred to as Indexed Strategies. ~~Each~~Please ~~Indexed~~note ~~Strategy~~that isalthough ~~tied~~the toIndexed anStrategies ~~Index for~~are alinked ~~set period of time (a "Strategy Term") and has a downside protection feature and an upside crediting method, which We refer~~ to, ~~together, as~~ the ~~Indexed~~performance ~~Strategy Parameters. At the end~~ of ~~a Strategy Term, We will apply a credit (which may be positive, negative, or equal to zero) (~~an "Index ~~Credit") to the amount you allocated to the Indexed Strategy~~, ~~adjusted for partial withdrawals~~ ~~(including~~they ~~withdrawals~~are tonot ~~pay advisory fees) (the "Indexed Strategy Base") based on the~~ Index ~~performance~~funds. ~~and~~Nor ~~Indexed~~are ~~Strategy~~they ~~Parameters~~investments ~~applicable~~in toany ~~your~~underlying ~~Indexed~~mutual ~~Strategy~~funds.

~~There~~Each Indexed Strategy is atied ~~risk~~to ofan ~~loss~~Index ~~of principal and previously credited interest~~ for ~~any~~a ~~amounts~~set ~~you~~period ~~allocate~~of totime an(a ~~Indexed~~ “Strategy ~~(other~~Term”) ~~than~~and ~~the~~has ~~Indexed Strategy with~~ a ~~"0%~~downside ~~Floor").~~protection ~~For~~feature ~~amounts allocated~~and to an ~~Indexed~~upside ~~Strategy~~crediting ~~with a Buffer~~method, ifwhich ~~there~~We isrefer ~~negative~~to, ~~Index performance~~together, ~~you~~as ~~risk~~the ~~any~~Indexed ~~losses~~Strategy ~~that~~Parameters. ~~exceed~~At the ~~Buffer~~end ~~Percentage. For~~of ~~amounts~~a ~~allocated~~Strategy toTerm, anWe will ~~Indexed~~apply ~~Strategy with~~ a ~~Floor,~~credit if(which ~~there~~may isbe positive, negative, ~~Index~~or ~~performance,~~equal ~~you~~to ~~risk~~zero) ~~any~~(an ~~losses~~“Index upCredit”) to the ~~Floor Percentage.~~amount ~~Any~~you ~~loss could be increased due~~ allocated to the ~~imposition~~Indexed ofStrategy, ~~any~~adjusted ~~charges~~for ~~applicable~~partial ~~upon~~ withdrawals (~~"Withdrawal~~including ~~Charges"), a~~withdrawals ~~positive~~to orpay ~~negative~~advisory ~~adjustment~~fees) ~~based~~(the on“Indexed ~~interest rates~~Strategy Base”), ~~spreads~~based ~~and~~on ~~time~~the toIndex ~~maturity~~performance ~~(a "Market Value Adjustment" or "MVA")~~ and~~/or~~ ~~any~~Indexed ~~prorated~~Strategy ~~optional~~Parameters ~~Death~~applicable ~~Benefit~~to ~~charge~~your ~~("Rider~~Indexed ~~Charge")~~Strategy.

At the end of the Strategy term, there is a risk of loss of principal and previously credited interest for any amounts you allocate to an Indexed Strategy (other than the Indexed Strategy with a “0% Floor”). For amounts allocated to an Indexed Strategy with a Buffer, if there is negative Index performance, you risk any losses that exceed the Buffer Percentage. At the end of a Strategy Term, you could lose up to 95% of your investment in an Indexed Strategy with a 5% Buffer Percentage, up to 90% in an Indexed Strategy with a 10% Buffer Percentage, up to 85% in an Indexed Strategy with a 15% Buffer Percentage, up to 80% in an Indexed Strategy with a 20% Buffer Percentage and up to 75% in an Indexed Strategy with a 25% Buffer Percentage. For amounts allocated to an Indexed Strategy with a Floor, if there is negative Index performance, you risk any losses up to the Floor Percentage. At the end of a Strategy Term, you could lose up to 20% of your investment in an Indexed Strategy with Aggregate Floor, or up to 0% in an Indexed Strategy with a 0% Floor Percentage. You could also incur losses due to the imposition of any charges applicable upon withdrawals (“Withdrawal Charges”), an adjustment based on interest rates, spreads and time to maturity (a “Market Value Adjustment” or “MVA”) and/or any prorated optional Death Benefit charge (“Rider Charge”).

There is a Withdrawal Charge Period of six years for the B-share and the I-share Contract, during which Withdrawal Charges and MVAs may apply.

Indices. Currently, the Contract offers Indexed Strategies that credit interest (which may be positive, negative, or equal to zero) based on the performance of the following Indices: S&P 500® Price Return Index, and Nasdaq-100® Price Return Index~~, Fidelity U~~.~~S. Corporate~~ ~~Strength~~Each ~~Index,~~index ~~Franklin~~is ~~U.S.~~a ~~Equity~~“price ~~Index~~return” index, ~~and~~meaning ~~UBS~~that ~~Climate~~its ~~Aware~~performance ~~Equity~~does ~~Index.~~not Wereflect ~~may~~any ~~offer~~dividends ~~Indexed~~or ~~Strategies~~distributions ~~based~~by onthe ~~additional Indices~~Index’s incomponent ~~the future~~companies. We

Indexed Strategies. Each Indexed Strategy permits a positive Index Credit and provides limited protection against negative Index Returns, with the exception of the 0% Floor Indexed Strategy, which permits a positive Index Credit and provides full protection against negative Index Returns. Each Indexed Strategy tracks the Index performance for one year or six years. Six year Strategy Terms are only available on the date We issue your Contract. All Indexed Strategies may not be available through all firms.

The Indexed Strategies are described in more detail in the section titled "What Indexed Strategies are available under the Contract?"

~~One-Year Fixed Strategy. You~~ may ~~also~~offer ~~choose to allocate all or a portion of your investment to the One-Year Fixed Strategy. Amounts allocated to the One-Year~~Indexed ~~Fixed~~Strategies ~~Strategy~~based ~~earn~~on ~~compounded~~additional ~~interest~~Indices atin ~~a fixed rate for~~ the ~~duration of the Strategy Term~~future. At the end of a Strategy Term, a new fixed rate for the next Strategy Term is declared. The interest rate for the One-Year Fixed Strategy will never be less than the guaranteed minimum rate. See the section titled "One-Year Fixed Strategy" for more information.

~~Performance Lock feature.~~Indexed ~~The~~Strategies. ~~Contract~~Each ~~includes a feature that permits you to lock-in the value of your investment in an~~ Indexed Strategy ~~("Strategy~~provides ~~Contract Value")~~for ~~(which~~potential ~~would~~investment ~~otherwise~~gain ~~continue~~based toon ~~fluctuate) before~~ the ~~end~~applicable ofupside acrediting ~~Strategy Term~~method. Each ~~After~~Indexed ~~the date on which you lock-in the~~ Strategy ~~Contract~~also ~~Value,~~provides Welimited ~~will~~protection ~~credit~~against ~~your~~potential ~~locked-in~~investment ~~Contract~~loss ~~Value~~based ~~amount~~on ~~at a fixed rate equivalent to~~ the ~~One-Year~~applicable ~~Fixed~~downside ~~Strategy~~protection infeature ~~effect~~(with on the ~~Performance~~exception ~~Lock~~of ~~Date for~~ the ~~remainder~~0% ofFloor ~~the~~Indexed Strategy, ~~Term.~~which ~~You~~provides ~~should~~full ~~fully~~protection ~~understand~~against ~~the~~negative ~~operation~~Index ~~and~~Returns). ~~impact of~~Each ~~the~~Indexed ~~Performance~~Strategy ~~Lock~~tracks ~~feature,~~the asIndex ~~described~~performance infor ~~this~~one ~~prospectus.~~year, ~~See~~three ~~the~~years ~~section~~or ~~titled~~six ~~"Performance Lock~~years."

~~Withdrawals. Withdrawals~~Certain ~~may~~Indexed beStrategies ~~taken~~that atWe ~~any~~refer ~~time prior~~ to ~~starting~~as ~~Annuity~~Dual ~~Payments~~Directional ~~("annuitization"),~~Yield ~~although~~provide ~~withdrawals~~for ~~may~~potential beinvestment ~~subject~~gain tothrough a ~~Withdrawal~~quarterly credit ~~Charge~~(which ~~and~~may abe ~~MVA~~positive ~~for~~or ~~the~~equal ~~first~~to 6zero) ~~years~~(“Performance ~~of the Contract~~Credit”). ~~During~~We ~~the~~will ~~first~~apply 6a ~~years~~Performance ~~(the~~Credit ~~"Withdrawal~~on ~~Charge~~each ~~Period"),~~Quarterly Anniversary ~~for~~during ~~any Free~~the ~~Withdrawal~~Strategy ~~Amount~~Term, ~~which~~including ~~includes~~ the ~~Required~~Strategy ~~Minimum~~Term ~~Distribution~~end ~~for~~date, ~~the~~based ~~Contract,~~on ~~any~~the ~~nursing~~upside ~~home~~crediting ~~waiver~~method. ~~and~~An ~~terminal~~Index ~~illness~~Credit ~~waiver~~will ~~withdrawals;~~also ~~any~~be ~~surrender~~applied inat ~~connection~~the ~~with~~end of the ~~bailout~~Strategy ~~waiver;~~Term, ~~and~~but ~~any~~it ~~Death~~will ~~Benefit~~be ~~payment,~~either ~~the~~negative ~~Withdrawal~~or ~~Charges~~equal ~~and~~to ~~MVA will~~zero ~~not~~(never ~~be assessed~~positive). InAny ~~addition,~~positive Performance ~~advisory~~Credits ~~fees~~will ~~taken~~be asimmediately ~~part~~and ofautomatically ~~the~~allocated ~~systematic~~to ~~withdrawal~~an ~~program~~interest-bearing ~~are~~fixed ~~not~~account ~~subject~~that We refer to ~~Withdrawal~~as ~~Charges~~the ~~and~~Performance ~~MVAs~~Credit Account. Withdrawals from the Performance Credit Account are not subject to ~~Withdrawal Charges and~~ a ~~MVA after the~~ Withdrawal Charge ~~Period~~or MVA.

~~For investments~~Please ~~allocated~~note tothat ~~Indexed~~there ~~Strategies,~~are ~~your~~restrictions ~~Strategy~~that ~~Contract~~limit ~~Value,~~the ~~less~~Indexed ~~any~~Strategies ~~applicable~~you ~~Withdrawal~~may ~~Charges,~~choose ~~MVA and/or prorated Rider Charge, is the amount available~~ for partial withdrawals (including withdrawals to pay advisory fees, systematic withdrawals and Required Minimum Distributions under the Contract), full surrender of your Contract, annuitization and Death Benefit paymentsinvestment. ~~On each day during a Strategy Term other than the first and last day~~Also, ~~your~~all ~~Strategy~~Indexed ~~Contract Value equals the Strategy Interim Value, which could be less than your~~Strategies ~~investment~~may ~~even when the Index is performing positively. The Strategy Interim Value is~~ not ~~subject~~be toavailable ~~the~~through ~~Buffer~~all ~~Percentage or Floor Percentage~~firms. ~~The~~See ~~Strategy Interim Value may reflect lower gains, if~~ the ~~Index~~section istitled ~~performing~~“What ~~positively,~~Indexed ~~and~~Strategies ~~higher~~are available ~~losses,~~under if the ~~Index is~~Contract?” ~~performing~~for ~~negatively,~~more ~~than~~information ~~would~~about ~~apply at~~ the ~~end~~Indexed ~~of the Strategy Term~~Strategies.

~~The~~One-Year Fixed ~~way~~Strategy. You may also choose to allocate all or a portion of your investment to the One-Year Fixed Strategy. ~~Interim~~Amounts allocated ~~Value~~to the One-Year Fixed Strategy earn compounded interest at a fixed rate for the duration of the Strategy Term. At the end of a Strategy Term, a new fixed rate for the next Strategy Term is ~~calculated~~declared. ~~depends~~The oninterest ~~when~~rate for the One-Year Fixed Strategy ~~your~~will ~~Contract~~never ~~was~~be ~~issued~~less than the guaranteed minimum rate. See the section titled “One-Year Fixed Strategy” for more information.

●Performance Lock ~~For~~feature. ~~Contracts~~The ~~issued~~Contract ~~before~~includes ~~May~~a 1,feature ~~2024,~~that ~~the~~permits ~~Strategy~~you ~~Interim~~to ~~Value~~lock-in isthe ~~calculated~~value ~~using~~of ayour ~~formula~~investment ~~with~~in aan ~~derivative~~Indexed ~~valuation~~Strategy (“Strategy ~~and~~Contract ~~pro-rata~~Value”) ~~upside~~(which ~~crediting~~would ~~method~~otherwise ~~component.~~continue ~~Strategy~~to ~~Interim~~fluctuate) ~~Value~~before ~~will~~the beend ~~equal~~of toa Strategy Term. After the ~~lesser~~date ~~of:~~on ~~(i)~~which ~~one~~you ~~plus~~lock-in the ~~Market~~Strategy Contract Value, ofWe ~~Options~~will Wecredit ~~hold~~your tolocked-in ~~support~~Contract ~~the~~Value ~~Indexed~~amount ~~Strategy,~~at ~~and~~a ~~(ii)~~fixed ~~one~~rate equivalent ~~plus~~to the ~~upside~~One-Year ~~crediting~~Fixed ~~method~~Strategy ~~rate,~~in ~~prorated~~effect ~~based~~ on the ~~number~~Performance ofLock ~~days~~Date ~~that~~for ~~have~~the ~~elapsed~~remainder inof the Strategy Term. ~~The~~You ~~application~~should fully understand the operation and impact of the ~~prorated~~Performance ~~upside~~Lock ~~crediting~~feature, ~~method~~as ~~will~~described ~~reduce~~in ~~any~~this ~~positive~~prospectus. ~~Index~~See ~~Return~~the section titled “Performance Lock.”

●Withdrawals. Withdrawals ~~For~~may ~~Contracts~~be ~~issued~~taken onat orany ~~after~~time ~~May~~prior 1,to ~~2024,~~starting ~~the~~Annuity ~~Strategy~~Payments ~~Interim~~(“annuitization”), ~~Value~~although iswithdrawals may ~~calculated~~be ~~using~~subject ato ~~formula with~~ a ~~derivative~~Withdrawal Charge and ~~fixed~~an ~~income~~MVA ~~valuation~~for ~~component.~~the ~~Strategy~~first ~~Interim~~6 ~~Value~~years ~~will~~of bethe ~~equal~~Contract. toDuring the ~~sum~~first ~~of:~~6 years (ithe “Withdrawal Charge Period”), ~~the~~for ~~Derivative~~any ~~Asset~~Free ~~Proxy~~Withdrawal ~~and~~Amount (~~ii)~~which includes the ~~Fixed~~Required ~~Income~~Minimum ~~Asset~~Distribution ~~Proxy.~~for ~~The~~the ~~Derivative~~Contract, ~~Asset~~any ~~Proxy~~nursing home waiver and ~~Fixed~~terminal ~~Income~~illness ~~Asset~~waiver ~~Proxy~~withdrawals; ~~reflect~~any ~~Our~~surrender ~~valuation~~in ofconnection with the ~~derivative~~bailout waiver; any Death Benefit payment; and ~~fixed~~withdrawals ~~income~~attributed ~~instruments,~~to ~~respectively~~the Performance Credit Account), ~~that~~the WeWithdrawal ~~hold~~Charge toand ~~support~~MVA ~~the~~will ~~Indexed~~not ~~Strategy~~be assessed. ~~There~~In isaddition, advisory nofees ~~pro-rata~~taken ~~component~~as ~~that~~part ~~limits~~of the ~~upside~~systematic ~~crediting~~withdrawal ~~method,~~program ~~but~~are ~~the~~not ~~Strategy~~subject ~~Interim~~to ~~Value~~Withdrawal ~~may~~Charges ~~nonetheless~~and ~~reflect~~MVAs. ~~lower~~Withdrawals ~~gains~~are not ~~than~~subject ~~would~~to ~~apply~~Withdrawal atCharges ~~the~~and ~~end~~an ofMVA after the ~~Strategy~~Withdrawal ~~Term~~Charge Period.

InFor ~~addition~~investments allocated to Indexed Strategies, ayour ~~partial~~Strategy ~~withdrawal~~Contract ~~will~~Value, ~~reduce~~less ~~your~~any ~~Indexed~~applicable ~~Strategy~~Withdrawal Charges, MVA and/or prorated Rider ~~Base~~Charge, is the amount available for partial withdrawals (including withdrawals to pay advisory fees, systematic withdrawals and Required ~~will~~Minimum ~~cause~~Distributions under the Contract), full surrender of your Contract, annuitization and Death Benefit payments. On each day during a Strategy ~~Interim~~Term ~~Values~~other ~~for~~than the ~~remainder~~first ofand last day, your Strategy Contract Value equals the Strategy ~~Term~~Interim Value, towhich could be ~~lower~~less than ifyour ~~you~~investment ~~did~~even when the Index is performing positively. This is because Strategy Interim Value is not ~~take~~calculated using the ~~withdrawal~~Indexed Strategy Parameters used to calculate Index Credits or Performance Credits. It is calculated ~~Because~~based ~~your~~on ~~Strategy~~Our ~~Contract~~valuation ~~Value~~of ~~equals~~the ~~your~~derivative and fixed income instruments, respectively, that We hold to support the Indexed Strategy. Strategy Interim Value onis ~~any~~calculated ~~given~~using ~~Valuation~~a ~~Day~~formula ~~during~~that adoes ~~Strategy~~not ~~Term~~directly ~~(except~~reflect the ~~first~~ ~~day~~actual performance of the applicable Index and is not subject to the Buffer Percentage or Floor Percentage. The Strategy ~~Term),~~Interim Value may reflect lower gains, if the Index is performing positively, or higher losses, if the Index is performing negatively, than would apply using the Indexed Strategy Parameters. The Strategy Interim ~~Values~~Value ~~will~~is ~~result~~generally inexpected ~~lower~~to ~~Strategy~~be ~~Contract~~less ~~Values~~than the term-to-date Index performance.

~~This~~In ~~means~~extreme circumstances, ~~that~~it ~~partial~~is ~~withdrawals~~possible ~~(including~~to ~~Free~~lose ~~Withdrawal~~100% ~~Amounts, systematic~~of ~~withdrawals,~~your ~~Required~~investment ~~Minimum~~in ~~Distributions~~an ~~under~~Indexed ~~the~~Strategy ~~Contract,~~due ~~or withdrawals~~ to ~~pay~~the ~~advisory~~application ~~fees)~~of ~~during~~ a Strategy ~~Term~~Interim ~~could~~Value ~~result~~(i.e. in a ~~greater~~complete ~~reduction~~loss inof your ~~Strategy~~principal ~~Contract~~and ~~Value~~any ~~than~~prior ifearnings). ~~you~~Also ~~waited~~in ~~until~~extreme ~~the~~circumstances, ~~end~~it ofis ~~the~~possible ~~Strategy Term~~ to ~~take a withdrawal.~~ Inlose ~~addition,~~100% ~~any~~of ~~partial~~the ~~withdrawal~~amount ~~will~~withdrawn ~~proportionately~~from ~~reduce~~an ~~your~~ Indexed Strategy ~~Base~~due to an MVA, ~~which~~subject ~~could~~to bethe ~~significantly~~applicable ~~more~~minimum ~~than~~non-forfeiture ~~the~~amount ~~dollar~~under ~~amount~~the ofContract. ~~your~~See ~~withdrawal.~~the ~~This~~section ~~will~~titled ~~reduce~~“Access ~~any~~to ~~gains~~your atMoney During the ~~end~~Accumulation ofPeriod” ~~the~~for ~~Strategy~~more ~~Term~~information.

~~Systematic~~In ~~withdrawals~~addition, a topartial ~~pay~~withdrawal ~~advisory~~from ~~fees~~an Indexed Strategy will reduce ~~the~~your ~~Contract's standard~~Indexed ~~Death~~Strategy ~~Benefit,~~Base ~~but~~and ~~they~~ will ~~not~~cause ~~reduce~~your ~~the~~Strategy ~~benefit~~Interim ~~base~~Values for ~~used~~the toremainder ~~determine~~of the ~~optional~~Strategy ~~Return~~Term ofto ~~Premium~~be ~~Death~~lower ~~Benefit.~~than ~~Required Minimum~~if ~~Distributions~~you ~~and~~did ~~other~~not ~~systematic~~take ~~withdrawals under~~ the ~~Contract~~withdrawal. ~~will~~Because ~~reduce~~your ~~the~~Strategy Contract's ~~standard Death Benefit and will~~Value ~~reduce~~equals ~~the~~your ~~benefit~~Strategy ~~base~~Interim ~~used~~Value toon ~~determine the optional Return of Premium Death Benefit. For~~ any ~~amounts~~given ~~allocated~~Valuation toDay ~~the~~during ~~Indexed~~a ~~Strategies, partial~~Strategy ~~withdrawals~~Term (~~including~~except ~~withdrawals~~the tofirst ~~pay~~day ~~advisory fees, systematic withdrawals~~ and ~~Required~~last ~~Minimum~~day ~~Distribution~~of ~~under~~ the Strategy ~~Contract~~Term), ~~full~~ ~~surrender~~lower ofStrategy ~~your~~Interim ~~Contract,~~Values ~~annuitization and Death Benefit payments~~ will beresult ~~based~~in onlower ~~your~~ Strategy ~~Interim~~Contract ~~Value~~Values.

~~Reallocation of Contract Value.~~This ~~Reallocations~~means ~~are~~that ~~permitted~~partial ~~only~~withdrawals at(including ~~the~~Free ~~end~~Withdrawal ofAmounts, asystematic ~~Strategy~~withdrawals, ~~Term.~~Required Minimum

All the Company's obligations under the Contract, including any Index Credit or interest applied to your Contract, either as a result of investing in an Indexed Strategy or the One-Year Fixed Strategy, are subject to Our creditworthiness and claims-paying ability.

Index-linked annuity contracts are complex insurance and investment vehicles. Investors should speak with a financial professional about the Contract's features, benefits, risks, and fees, and whether the Contract is appropriate for the investor based upon his or her financial situation and objectives.

An investment in this Contract is subject to risks, in addition to the possible loss of principal and previously credited interest. See "Risk Factors" section on page 8 of this prospectus. The Contract is not a deposit or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

~~You~~Distributions ~~may~~under the ~~obtain~~Contract, anor ~~application~~withdrawals to ~~purchase~~pay ~~the~~advisory ~~Contract~~fees) ~~through~~during ~~broker-dealers and~~a ~~registered~~Strategy ~~investment~~Term ~~advisers~~could ~~that~~result ~~have~~in ~~been~~a ~~appointed~~greater byreduction ~~the~~in ~~Company~~your asStrategy Contract ~~insurance~~Value ~~agents~~than ~~and~~if ~~that~~you ~~have~~waited ~~selling~~until ~~agreements~~the ~~with Global~~end ~~Atlantic~~of ~~Distributors,~~the ~~LLC~~Strategy ~~("GAD")~~Term to take a withdrawal. In addition, the ~~principal~~application ~~underwriter~~of ~~for~~ the Strategy ~~Contract.~~Interim ~~GAD~~Value ~~will~~to ~~use~~partial ~~its~~withdrawals ~~best~~and ~~efforts~~proportional reductions to ~~sell the~~your ~~Contract~~Indexed Strategy Base, ~~but~~together iswith ~~not~~any ~~required~~Withdrawal Charges toand ~~sell~~the ~~any~~MVA, ~~number~~could orsignificantly ~~dollar~~reduce ~~amount~~the value of the Contract. WeThis ~~may~~will ~~stop~~also ~~offering~~reduce ~~the~~any ~~Contract~~gains at ~~any~~the ~~time~~end of the Strategy Term.

~~The~~Systematic withdrawals ~~Contract~~to ~~does~~pay ~~not~~advisory ~~provide~~fees ~~tax~~will ~~deferral~~reduce ~~benefits~~the Contract’s standard Death Benefit, ~~beyond~~but ~~those~~they ~~already~~will not reduce the benefit ~~provided~~base ~~under~~used to determine the ~~Internal~~optional ~~Revenue~~Return ~~Code,~~of ~~for~~Premium aDeath ~~Contract~~Benefit. ~~purchased~~Required asMinimum aDistributions ~~qualified~~and other systematic withdrawals under the Contract, ~~such~~will asreduce anthe ~~Individual~~Contract’s ~~Retirement~~standard ~~Annuity~~Death Benefit and will reduce the benefit base used to determine the ~~("IRA")~~optional Return of Premium Death Benefit. ~~Amounts~~For ~~withdrawn~~any ~~from~~amounts allocated to the ~~Contract~~Indexed ~~prior~~Strategies, tobefore ~~age~~the 59end ~~1/2~~of ~~may~~the ~~also~~Strategy beTerm, partial ~~subject~~withdrawals (including withdrawals to ~~taxes~~pay advisory fees, systematic withdrawals and aRequired ~~10%~~Minimum ~~federal~~Distribution ~~additional~~under ~~tax~~the Contract), full surrender of your Contract, annuitization and Death Benefit payments will be based on your Strategy Interim Value.

~~This~~Reallocation of Contract Value. isReallocations ~~not~~from ~~appropriate~~an ~~for~~Indexed ~~investors~~Strategy ~~who~~or ~~plan~~the toOne-Year ~~take withdrawals~~Fixed ~~beyond~~Strategy are permitted only at the ~~Free~~end ~~Withdrawal~~of ~~Amount~~a orStrategy ~~surrender~~Term. Reallocations from the ~~Contract~~Performance ~~during~~Credit ~~the~~Account ~~first~~are ~~six~~permitted only on a Contract ~~Years~~Anniversary. ~~due~~We toreserve the ~~imposition~~right ofto discontinue offering ~~Withdrawal~~any ~~Charges~~Indexed ~~and~~Strategy at the ~~MVA~~end of a Strategy Term (except as otherwise stated in this prospectus). InIf ~~addition,~~We ~~both~~discontinue ~~the~~offering ~~application~~an ofIndexed Strategy, ~~the~~you must reallocate any Strategy ~~Interim~~Contract Value toin ~~partial~~the ~~withdrawals~~discontinued ~~during~~Indexed ~~the~~Strategy to a currently available Strategy at the ~~Term~~start ~~and~~of the ~~proportional~~next ~~reduction~~Strategy inTerm. ~~your~~If ~~Indexed~~you ~~Strategy~~do ~~Base~~not do so, ~~together~~We ~~with~~will reallocate any ~~Withdrawal~~Strategy ~~Charges~~Contract ~~and~~Value in the ~~MVA,~~discontinued ~~could~~Indexed ~~significantly~~Strategy ~~reduce~~to the ~~value~~One-Year ofFixed ~~the Contract~~Strategy.

~~The~~For ~~Securities~~future ~~and~~Strategy ~~Exchange~~Terms, We ~~Commission~~guarantee (that the ~~"SEC") doesn't~~One-Year ~~approve~~Fixed orStrategy ~~disapprove~~and ~~these~~the ~~securities~~S&P or500 ~~determine~~one ifyear ~~the~~point-to-point ~~information~~with inCap ~~this~~and ~~prospectus~~0% isFloor ~~truthful~~Indexed orStrategy ~~complete~~will be available. ~~Anyone~~If ~~who represents~~you are not comfortable with the possibility that those could be the ~~SEC~~only ~~does~~Strategies ~~these~~available ~~things~~to isyou ~~guilty~~in the future, you should not buy this Contract, as we do not guarantee the availability of aany ~~criminal~~other ~~offense~~Strategies.

* * *

All of the Company’s obligations under the Contract, including any credit or interest applied to your Contract, are subject to Our creditworthiness and claims-paying ability.

Index-linked annuity contracts are complex insurance and investment vehicles. Investors should speak with a financial professional about the Contract’s features, benefits, risks, and fees, and whether the Contract is appropriate for the investor based upon his or her financial situation and objectives.

An investment in this Contract is subject to risks, in addition to the possible loss of principal and previously credited interest. See “Risk Factors” section on page [8] of this prospectus. The Contract is not a deposit or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

You may obtain an application to purchase the Contract through broker-dealers and registered investment advisers that have been appointed by the Company as insurance agents and that have selling agreements with Global Atlantic Distributors, LLC (“GAD”), the principal underwriter for the Contract. GAD will use its best efforts to sell the Contract, but is not required to sell any number or dollar amount of the Contract. We may stop offering the Contract at any time.

The Contract does not provide tax deferral benefits, beyond those already provided under the Internal Revenue Code, for a Contract purchased as a qualified Contract, such as an Individual Retirement Annuity (“IRA”). Amounts withdrawn from the Contract prior to age 59 1/2 may also be subject to taxes and a 10% federal additional tax.

This Contract is not appropriate for investors who plan to take withdrawals beyond the Free Withdrawal Amount or surrender the Contract during the first six Contract Years due to the imposition of Withdrawal Charges and the MVA, or for investors who intend to take partial withdrawals (including Free Withdrawal Amounts, systematic withdrawals, Required Minimum Distributions, or withdrawals to pay advisory fees) or surrender the Contract during a Strategy Term due to the imposition of Strategy Interim Value. The application of the Strategy Interim Value to partial withdrawals during the Strategy Term and the proportional reduction in your Indexed Strategy Base, together with any Withdrawal Charges and the MVA, could significantly reduce the value of the Contract. In addition, amounts withdrawn could be subject to federal and state income taxes, as well as a 10% federal additional tax if taken before age 59 ½.

The Securities and Exchange Commission (the “SEC”) doesn’t approve or disapprove these securities or determine if the information in this prospectus is truthful or complete. Anyone who represents that the SEC does these things is guilty of a criminal offense.

iii

TABLE OF CONTENTS		Page
GLOSSARY OF TERMS		1
SUMMARY		5
RISK FACTORS		13
Risk of Loss		13
Risk of Loss During the Right to Examine Period		13
General Liquidity Risk		14
Reallocation Risk		14
Strategy Interim Value Risk		14
Risk of Loss Related to Withdrawal Charges and Negative MVAs		15
Withdrawals to Pay Advisory Fee Risk (applicable to the I-share Contract only)		15
Index Risk		15
Index Cap Risk		17
Participation Rate, Tier Participation Rate and Tier Level Risk		18
Buffer Percentage, Floor Percentage, or Aggregate Floor Percentage Risk		18
Risks Related to Reduction of Indexed Strategy Base Due to Withdrawals		18
Performance Lock Risk		19
Risk That We Add, Remove or Replace an Index or Indexed Strategy		19
Risk That We May Change the Index Cap, Participation Rate, Tier Participation Rates or Tier Level		20
Our Financial Strength and Claims-Paying Ability		20
Cybersecurity and Business Continuity Risk		20
THE ANNUITY CONTRACT		20
State Variations		20
Owner		20
Assignments and Changes to Ownership		21
Annuitant		21
Beneficiary		21
Purchasing the Contract		21
Allocating Your Premium Payment		21
Right To Examine		21
AVAILABLE STRATEGIES		22
Strategy Term		22
One-Year Fixed Strategy		22
Indexed Strategies		22
The Indices		24
Strategy Contract Value		27
Index Credit		27
Performance Lock		36
Impact of Withdrawals From Indexed Strategies		38
REALLOCATION PERIOD		38
Reallocation Requests		38
ACCESS TO YOUR MONEY DURING THE ACCUMULATION PERIOD		39
Types of Withdrawals		39
Partial Withdrawals		39
Surrenders		40
Market Value Adjustment		40
Systematic Withdrawals to Pay Advisory Fee		41
CONTRACT CHARGES		41
Withdrawal Charge		41
Bailout Waiver		43
Nursing Home Waiver		44

TABLE OF CONTENTS

GLOSSARY OF TERMS		1

SUMMARY		9

RISK FACTORS		21

	Risk of Loss	21
	Risk of Loss During the Right to Examine Period	21
	General Liquidity Risk	22
	Reallocation Risk	22
	Strategy Interim Value Risk	23
	Risk of Loss Related to Withdrawal Charges and Negative MVAs	23
	Withdrawal to Pay Advisory Fee Risk (applicable to the I-share Contract only)	23
	Index Risk	23
	Index Cap Risk	24
	Participation Rate, Tier Participation Rate and Tier Level Risk	25
	Buffer Percentage, Floor Percentage or Aggregate Floor Percentage Risk	26
	Risks Related to Reduction of Indexed Strategy Base Due to Withdrawals	26
	Performance Lock Risk	27
	Risk That We Add, Remove, or Replace an Index or Indexed Strategy	27
	Risk That We May Change the Index Cap, Participation Rate, Index Trigger Rate, Performance Yield, Tier Participation Rates or Tier Level	28
	Our Financial Strength and Claims-Paying Ability	28
	Cybersecurity and Business Continuity Risk	28

THE ANNUITY CONTRACT		30

	State Variations	30
	Owner	30
	Assignments and Changes of Ownership	30
	Annuitant	30
	Beneficiary	30
	Purchasing the Contract	31
	Allocating Your Premium Payment	31
	Right to Examine	31

AVAILABLE STRATEGIES		31

	Strategy Term	32
	One-Year Fixed Strategy	32
	Indexed Strategies	32
	The Indices	35
	Strategy Contract Value	36
	Index Credit	37
	Performance Lock	51
	Impact of Withdrawals From Indexed Strategies	52

REALLOCATION PERIOD		53

	Reallocation Requests	53

ACCESS TO YOUR MONEY DURING THE ACCUMULATION PERIOD		54

	Types of Withdrawals	54
	Partial Withdrawals	55
	Surrenders	55
	Market Value Adjustment	55
	Systematic Withdrawals to Pay Advisory Fee	56

CONTRACT CHARGES		57

	Withdrawal Charge	57
	Bailout Waiver	59
	Nursing Home Waiver	60
	Terminal Illness Waiver	60

Terminal Illness Waiver		44
	Optional Return of Premium Death Benefit Charges	60
Optional Return of Premium Death Benefit Charges		44
ANNUITY PAYMENTS		61
ANNUITY PAYMENTS		45
	Annuity Period	61
Annuity Period		45
	Annuity Payments	61
Annuity Payments		45
DEATH BENEFIT		63
DEATH BENEFIT		46
	Standard Death Benefit	63
Standard Death Benefit		46
	Optional Return of Premium Death Benefit	63
Optional Return of Premium Death Benefit		47
	To Whom the Death Benefit is Paid	64
To Whom the Death Benefit is Paid		47
	Payment Options	64
Payment Options		47
	Spousal Continuation	64
Spousal Continuation		48
FEDERAL TAX CONSIDERATIONS		64
FEDERAL TAX CONSIDERATIONS		48
	A. Introduction	64
A. Introduction		48
	B. Taxation of Annuities – General Provisions Affecting Contracts Not Held in Tax-Qualified Retirement Plans	65
B. Taxation of Annuities – General Provisions Affecting Contracts Not Held in Tax-Qualified Retirement Plans		49
	C. Federal Income Tax Withholding	70
C. Federal Income Tax Withholding		53
	D. Estate, Gift and Generation-Skipping Tax and Related Tax Considerations	70
D. Estate, Gift and Generations-Skipping Tax and Related Tax Considerations		53
	E. Tax Disclosure Obligations	70
E. Tax Disclosure Obligations		54
	F. Medicare Tax	70
F. Medicare Tax		54
INFORMATION REGARDING IRAS		71
INFORMATION REGARDING IRAS		54
	1. Individual Retirement Annuities (“IRAs”)	71
1. Individual Retirement Annuities ("IRAs")		54
	2. Taxation of Amounts Received from IRAs	72
2. Taxation of Amounts Received from IRAs		55
	3. Additional Taxes for IRAs	72
3. Additional Taxes for IRAs		55
	4. Required Minimum Distributions	73
4. Required Minimum Distributions		56
	5. Tax Withholding for IRAs	74
5. Tax Withholding for IRAs		57
	6. Rollover & Transfer Distributions	74
6. Rollover & Transfer Distributions		57
OTHER INFORMATION		74
OTHER INFORMATION		57
	General Account	74
General Account		57
	The Separate Account	75
The Separate Account		58
	Suspension of Payments, Performance Lock Requests or Transfers	75
Suspension of Payments, Performance Lock Requests, or Transfers		58
	How Contracts Are Sold	75
How Contracts Are Sold		58
	Amendments to the Contract	77
Amendments to the Contract		60
	Legal Proceedings	77
Legal Proceedings		60
INFORMATION ON THE COMPANY		77
INFORMATION ON THE COMPANY		60
	Financials Statements	77
Financial Statements		109
APPENDIX A: STATE VARIATIONS		A-1
APPENDIX B: STRATEGY INTERIM VALUE		B-1
APPENDIX C: EXAMPLES ILLLUSTRATING CALCULATION OF INDEX CREDIT FOR AGGREGATE FLOOR INDEXED STRATEGIES WITH AGGREGATE FLOOR PERCENTAGES		C-1
APPENDIX C: PERFORMANCE CREDIT ACCOUNT VALUE		C-1
APPENDIX D: EXAMPLES ILLUSTRATING CALCULATION OF INDEX CREDIT FOR ALL INDEXED STRATEGIES WITH BUFFER PERCENTAGES AND FOR THE CAP WITH 0% FLOOR INDEXED STRATEGY		D-1
APPENDIX D: EXAMPLES ILLUSTRATING CALCULATION OF INDEX CREDIT FOR AGGREGATE FLOOR INDEXED STRATEGIES WITH AGGREGATE FLOOR PERCENTAGES		D-1
APPENDIX E: EXAMPLES ILLUSTRATING CALCULATION OF THE WITHDRAWAL CHARGE AND FREE WITHDRAWAL AMOUNT (FWA)		E-1
APPENDIX E: EXAMPLES ILLUSTRATING CALCULATION OF PERFORMANCE CREDIT FOR DUAL DIRECTIONAL YIELD STRATEGIES		E-1
APPENDIX F: EXAMPLES ILLUSTRATING CALCULATION OF MARKET VALUE ADJUSTMENT (MVA)		F-1
APPENDIX F: EXAMPLES ILLUSTRATING CALCULATION OF INDEX CREDIT FOR ALL INDEXED STRATEGIES WITH BUFFER PERCENTAGES AND FOR THE CAP WITH 0% FLOOR INDEXED STRATEGY		F-1
APPENDIX G: EXAMPLES ILLUSTRATING CALCULATION OF THE OPTIONAL RETURN OF PREMIUM DEATH BENEFIT		G-1
APPENDIX G: EXAMPLES ILLUSTRATING CALCULATION OF THE WITHDRAWAL CHARGE AND FREE WITHDRAWAL AMOUNT (FWA)		G-1
APPENDIX H: EXAMPLES ILLUSTRATING CALCULATION OF PERFORMANCE LOCK		H-1
APPENDIX H: EXAMPLES ILLUSTRATING CALCULATION OF MARKET VALUE ADJUSTMENT (MVA)		H-1
APPENDIX I: INDEX DISCLOSURES		I-1
APPENDIX I: EXAMPLES ILLUSTRATING CACULATION OF THE OPTIONAL RETURN OF PREMIUM DEATH BENEFIT		I-1
APPENDIX J: EXAMPLES ILLUSTRATING CALCULATION OF PERFORMANCE LOCK		J-1
APPENDIX K: INDEX DISCLOSURES		K-1

GLOSSARY OF TERMS

Except as provided elsewhere in this prospectus, the following capitalized terms shall have the meaning ascribed below:

Contract Anniversary		An anniversary of the Issue Date.
Company (or We, Us or Our)	Forethought Life Insurance Company.
Contract Maturity Date		The later of (i) the tenth Contract Anniversary or (ii) the Contract Anniversary immediately following the oldest Owner's 95th birthday; or, in the case of a non-natural Owners, the Contract Anniversary immediately following the oldest Annuitant's 95th birthday.
Commuted Value	The present value of any annuity payout due and payable during guaranteed Annuity Payments. This amount is calculated using the applicable discount rate determined by Us for applicable fixed dollar amount Annuity Payments.
Contract Value		The total amount attributable to your Contract during the Accumulation Period at any given time. The Contract Value is the sum of the Strategy Contract Values and the One-Year Fixed Strategy Value at any given time.
Contract	The ForeStructured Growth II and ForeStructured Growth II Advisory Contract, which is a single premium deferred index-linked annuity contract, including any riders or endorsements between the Company and you, as the Owner.
Contract Year		The 12-month period starting on the Issue Date and each Contract Anniversary thereafter.
Contract Anniversary	An anniversary of the Issue Date.
Crediting Rate		The rate(s) We set for each Indexed Strategy in advance of each Strategy Term which is used in the calculation of the Index Credit for that Indexed Strategy.
Contract Maturity / Contract Maturity Date	The later of (i) the tenth Contract Anniversary or (ii) the Contract Anniversary immediately following the oldest Owner’s 95th birthday; or, in the case of a non-natural Owner, the Contract Anniversary immediately following the oldest Annuitant’s 95th birthday.
Daily Fixed Income Asset Proxy Interest Rate		For Contracts issued on or after May 1, 2024, a rate of interest used in the calculation of the Fixed Income Asset Proxy, as described in Appendix B.
Contract Value	The total amount attributable to your Contract during the Accumulation Period at any given time. The Contract Value is the sum of the Strategy Contract Values and the One-Year Fixed Strategy Value and the Performance Credit Account Value at any given time.
Death Benefit		The amount that We will pay upon the death of the Owner or the Annuitant, as applicable. If there are joint Owners, the Death Benefit will pay upon the first death of an Owner.
Contract Year	The 12-month period starting on the Issue Date and each Contract Anniversary thereafter.
Derivative Asset Proxy		For Contracts issued on or after May 1, 2024, a component of the Strategy Interim Value formula. It reflects Our valuation of a hypothetical portfolio of derivative instruments that replicates the derivative assets We hold to support an Indexed Strategy. For each Indexed Strategy, it is calculated each Valuation Day based on the Indexed Strategy Base and the Market Value of Options, as described in Appendix B.
Crediting Rate	The rate(s) We set for each Indexed Strategy in advance of each Strategy Term which is used in the calculation of the Index Credit for that Indexed Strategy.
Due Proof of Death		A certified copy of a death certificate, an order of a court of competent jurisdiction, or any other proof, acceptable to Us.
Daily Fixed Income Asset Proxy Interest Rate	A rate of interest used in the calculation of the Fixed Income Asset Proxy, as described in Appendix B.
Ending Index Date		The Valuation Day used to determine the Index Value at the end of the Strategy Term. It is the Valuation Day immediately preceding the Contract Anniversary.
Death Benefit	The amount that We will pay upon the death of the Owner or the Annuitant, as applicable. If there are joint Owners, the Death Benefit will pay upon the first death of an Owner.
Fixed Income Asset Proxy		For Contracts issued on or after May 1, 2024, a component of the Strategy Interim Value formula and used in the calculation of MVAs. It reflects Our valuation of a hypothetical portfolio of fixed income instruments that replicates the fixed income assets We hold to support an Indexed Strategy. For each Indexed Strategy, it is calculated each Valuation Day based on the Indexed Strategy Base, the Market Value of Options on the Starting Index Date, the number of days elapsed in the Strategy Term, and the Daily Fixed Income Asset Proxy Interest Rate, as described in Appendix B.
Derivative Asset Proxy	A component of the Strategy Interim Value formula. It reflects Our valuation of a hypothetical portfolio of derivative instruments that replicates the derivative assets We hold to support an Indexed Strategy. For each Indexed Strategy, it is calculated each Valuation Day based on the Indexed Strategy Base and the Market Value of Options, as described in Appendix B.
Floor		A downside protection option that provides protection against further negative Index Return after the protection level has been met.
Dual Directional Cap	One of the upside crediting methods available under the Contract. On the Strategy Term end date: ● If the Index Return is positive or zero, the Index Credit will be equal to the Index Return subject to the Index Cap. ● If the Index Return is negative, but does not exceed the negative threshold set by the Trigger Level (the Trigger Level minus 1), the Index Credit will be positive and it will equal the inverse of the Index Return. For example, if the Index Return is -2%, the Index Credit would equal 2%. ● If the Index Return is negative and does exceed the negative threshold set by the Trigger Level, the Index Credit will be negative
Floor Percentage		The percentage that represents the maximum negative Index Return that We will apply for an Indexed Strategy with a Floor even if negative performance of the Index exceeds that percentage. If the Index Return is negative and is greater than the Floor Percentage, then the Index Credit will be equal to the Index Return. If the Index Return is equal to or less than the Floor Percentage, We will reduce the Strategy Contract Value by the Floor Percentage.
Dual Directional Trigger	One of the upside crediting methods available under the Contract. On the Strategy Term end date: ● If the Index Return is positive or zero, the Index Credit will be equal to the Index Trigger Rate. ● If the Index Return is negative, but does not exceed the negative threshold set by the Trigger Level (the Trigger Level minus 1), the Index Credit will be positive and it will equal the Index Trigger Rate.
Free Withdrawal Amount (FWA)		The amount that can be withdrawn in any Contract Year without incurring a Withdrawal Charge and MVA, which includes the Required Minimum Distribution for this Contract. All withdrawals from Indexed Strategies are based on the Strategy Interim Value if taken prior to the end of the Strategy Term, even if within the Free Withdrawal Amount.
General Account		The account that holds all of the Company's assets other than assets allocated to the Separate Account and other Separate Accounts established by the Company.
Good Order		A request, including an application, is in Good Order if it includes all information We require to process the request. Good Order also includes submitting the information on the correct form(s) or any other method acceptable to Us with any required certification, guarantees or signatures to Our Annuity Service Center.
Gross Withdrawal		The Gross Withdrawal is the total amount We deduct from your Contract Value as a result of your withdrawal request. This amount includes your withdrawal proceeds (which is the Net Withdrawal amount, as defined below), any applicable Withdrawal Charge, MVA and any other applicable charges or taxes.
Index		The market index used by the Indexed Strategy to determine the Index Credit. The Index for each available Indexed Strategy is listed in your Contract and disclosed in "The Annuity Contract — Indexed Strategies" section of this prospectus.
Index Cap		One of the upside crediting methods available under the Contract. The maximum possible Index Return that will be included in the Index Credit for an Indexed Strategy with an Index Cap. It is declared in advance of each Strategy Term and is guaranteed not to change for the length of the Strategy Term.
Index Credit		The rate of return applied to the Indexed Strategy Base at the end of each Strategy Term as described in the "Available Strategies" section.
Index Value		Defined for each Indexed Strategy, and is the published value of an Index. If the Index Value is not published on any day for which an Index Value is required, the nearest preceding published Index Value will be used.
Index Return		The net percentage change in the value of the Index from the Starting Index Date to the Ending Index Date.

Indexed Strategy		Any of the Indexed Strategies available under the Contract. You elect the Indexed Strategy(ies) to which the Premium Payment is allocated or a reallocation is made, subject to the terms of this Contract and any applicable Riders. We may cease to offer a specific Indexed Strategy or cease to accept reallocations to a specific Indexed Strategy at any time. Any new reallocations accepted are subject to the terms and conditions in existence for any Indexed Strategy(ies) available at that time. The Indexed Strategies you have elected at issue are shown in your Contract.
	● If the Index Return is negative and does exceed the negative threshold set by the Trigger Level, the Index Credit will be negative
Indexed Strategy Base		Each Indexed Strategy has its own Indexed Strategy Base. On the first Valuation Day of the Strategy Term it is equal to the amount allocated to an Indexed Strategy. It is subsequently adjusted for any Gross Withdrawals, including, the deduction of Rider Charges and advisory fees and systematic withdrawals and Required Minimum Distributions. At the end of the Strategy Term it is the basis to which the Index Credit is applied.
Dual Directional Trigger and Cap	One of the upside crediting methods available under the Contract. On the Strategy Term end date: ● If the Index Return is positive, and the Index Return is equal to or greater than the positive threshold set by the Trigger Level (1 minus the Trigger Level), the Index Credit will be equal to the Index Return subject to the Index Cap. ● If the Index Return is positive but less than the positive threshold set by the Trigger Level, or if the Index Return is zero, the Index Credit will be positive and will be equal to the Index Trigger Rate. ● If the Index Return is negative, but does not exceed the negative threshold set by the Trigger Level (the Trigger Level minus 1), the Index Credit will be positive and will be equal to the Index Trigger Rate. ● If the Index Return is negative and does exceed the negative threshold set by the Trigger Level, the Index Credit will be negative
Indexed Strategy Parameters		The upside and downside features that determine the Index crediting approach for a given Indexed Strategy. These crediting mechanisms will include an Index Cap, a Participation Rate, or Tier Level and Tier Participation Rates and a Floor Percentage, an Aggregate Floor Percentage, or a Buffer Percentage.
Dual Directional Yield	One of the upside crediting methods available under the Contract. Positive credits (if any) come in the form of Performance Credits, not Index Credits. A Performance Credit (which may be positive or equal to zero) is applied each Quarterly Anniversary during the six-year Strategy Term, including the Strategy Term end date. On each Quarterly Anniversary: ● If the Index Percentage Base is greater than or equal to the Performance Trigger, the Performance Credit Rate will be positive and will be equal to 1/4th of the Performance Yield. ● If the Index Percentage Base is lower than the Performance Trigger, the Performance Credit Rate will be equal to zero. ● The Performance Credit is calculated as the Performance Credit Rate multiplied by the Indexed Strategy Base. The amount credited to your Contract from a positive Performance Credit, if any, is immediately and automatically allocated to the Performance Credit Account. On the Strategy Term end date, an Index Credit will be applied. The Index Credit may be negative or zero. ● If the Index Return is positive or zero, the Index Credit will be equal to zero. ● If the Index Return is negative, the Index Credit will be negative or zero depending on the applicable Buffer Percentage
Issue Age		The age as of the last birthday of the oldest Owner on the Issue Date, or oldest Annuitant, as applicable.
Due Proof of Death	A certified copy of a death certificate, an order of a court of competent jurisdiction, or any other proof, acceptable to Us.
Issue Date		The date on which the Contract is established by Us. The Issue Date is shown in your Contract. (The Contract will not be issued on February 29th).
Ending Index Date	The Valuation Day used to determine the Index Value at the end of the Strategy Term. It is the Valuation Day immediately preceding the Contract Anniversary.
Market Value of Options		A value used to determine Strategy Interim Value during the Strategy Term. It reflects Our valuation of derivative instruments that We hold to support of Our payment obligations and is intended to reflect Our risk that the Index will suffer a loss at the end of the Strategy Term based on the current volatility of the Index, Index performance, the time remaining in the Strategy Term and changes in prevailing interest rates.
Fixed Income Asset Proxy	A component of the Strategy Interim Value formula and used in the calculation of MVAs. It reflects Our valuation of a hypothetical portfolio of fixed income instruments that replicates the fixed income assets We hold to support an Indexed Strategy. For each Indexed Strategy, it is calculated each Valuation Day based on the Indexed Strategy Base, the Market Value of Options on the Starting Index Date, the number of days elapsed in the Strategy Term, and the Daily Fixed Income Asset Proxy Interest Rate, as described in Appendix B.
Market Value Adjustment (MVA)		Cumulative withdrawals (partial or full) in any Contract Year that exceed the Free Withdrawal Amount during the Withdrawal Charge Period will be subject to an MVA. An MVA will also apply to Contract Value that exceeds your Free Withdrawal Amount if you annuitize your Contract during the Withdrawal Charge Period. An MVA may apply on any day during the Withdrawal Charge Period, including the last day of a Strategy Term. An MVA may be positive, negative, or equal to zero and will be based on interest rates, spreads and time to maturity. The application of an MVA differs depending on the Issue Date for your Contract, as follows: ● For Contracts issued before May 1, 2024, an MVA will be applied to Contract Value deducted in excess of the Free Withdrawal Amount from the One-Year Fixed Strategy and any Indexed Strategy. ● For Contracts issued on or after May 1, 2024, an MVA will be applied to Contract Value deducted in excess of the Free Withdrawal Amount from (i) the One-Year Fixed Strategy and (ii) any Indexed Strategy to the extent that the amount deducted from the Indexed Strategy is attributable to the Fixed Income Asset Proxy. An MVA may apply upon any surrender or partial withdrawal (including Required Minimum Distributions for this Contract), or annuitization in excess of the Free Withdrawal Amount during the Withdrawal Charge Period. Withdrawals to pay advisory fees (if taken as taken as part of Our systematic withdrawal program), surrenders in connection with the bailout waiver, nursing home waiver and terminal illness waiver withdrawals, and Death Benefit payments are not subject to an MVA. Detailed information about MVA calculations is provided in Appendix F.
Floor	A downside protection option that provides protection against further negative
Net Withdrawal		The Net Withdrawal is the amount that you will receive as a result of any withdrawal request. The Net Withdrawal is the Gross Withdrawal amount (the withdrawal amount you requested) less any applicable Withdrawal Charge, MVA and any other applicable charges or taxes.
One-Year Fixed Strategy		The investment option under the Contract that provides for guaranteed interest, and is subject to a guaranteed minimum interest rate.
One-Year Fixed Strategy Value		The amount of Contract Value allocated to the One-Year Fixed Strategy at any given time.
Optional Death Benefit Value		The Death Benefit value used to determine the Death Benefit payable when an optional Death Benefit is elected.
Owner		The person(s) or legal entity entitled to exercise all rights and privileges under the Contract. Any reference to Owner in this prospectus includes any joint Owner. References to "you" in this prospectus refer to the Owner or a prospective Owner.
Participation Rate		One of the upside crediting methods available under the Contract. A percentage that is multiplied by any positive Index Return to calculate the Index Credit for an Indexed Strategy with a Participation Rate. It is declared in advance of each Strategy Term and is guaranteed not to change for the length of the Strategy Term.
Performance Lock		A feature under the Contract for each Indexed Strategy. If you decide to exercise the Performance Lock feature during a Strategy Term, your Strategy Contract Value (which otherwise fluctuates each Valuation Day) is "locked in" at the Strategy Interim Value on the Performance Lock Date and will accumulate at a fixed rate equivalent to the One-Year Fixed Strategy for the remainder of the Strategy Term. You do not receive Index Credit at the end of a Strategy Term if you exercise the Performance Lock feature.
Performance Lock Date		The Valuation Day on which We process your request to exercise the Performance Lock.

Premium Payment		The single premium paid to the Company under the Contract, less any applicable premium taxes due at the time the payment is made.
Reallocation Period		You may request a reallocation for a period of 30 days prior to the end of the Strategy Term and the request must be received at least 2 Valuation Days prior to the end of the Strategy Term. The reallocation will be effective on the Contract Anniversary.
Required Minimum Distribution		A federal requirement that individuals who attain the "applicable age" as defined under the Code generally must take a distribution from their tax-qualified retirement account by December 31, each year, or that requires Beneficiaries to take certain distributions after the IRA Owner's death.
Return of Premium Base		The amount equal to the Premium Payment on the Issue Date, or equal to the Contract Value if elected after the Issue Date following spousal continuation, if the optional Return of Premium Death Benefit is elected. The Return of Premium Base is adjusted proportionally for Gross Withdrawals.
Return of Premium Death Benefit		The optional Return of Premium Death Benefit provides a Death Benefit, for an additional charge, equal to the greater of the Contract Value and the Return of Premium Base.
Rider Charge		The charge that is applicable with the election of the optional benefit.
Right to Examine Period		The period of time that you have to examine your Contract after you receive it. The Right to Examine Period may vary according to state law.
Separate Account		A segregated account that We establish to hold reserves for Our guarantees under the Contract and other general obligations. As Owner of the Contract, you do not participate in the performance of assets held in the Separate Account and do not have any claim on them. The Separate Account is not registered under the Investment Company Act of 1940.
Starting Index Date		The Valuation Day used to determine the Index Value and the Market Value of Options at the beginning of the Strategy Term. This is the Valuation Day immediately preceding the Issue Date or the Contract Anniversary.
Strategy Contract Value		Each Indexed Strategy to which you allocate Contract Value will have a separate Strategy Contract Value. On the first day of a Strategy Term, the Strategy Contract Value equals the Indexed Strategy Base. On each day between the first day and the end of the Strategy Term, the Strategy Contract Value equals the Strategy Interim Value. At the end of the Strategy Term, the Strategy Contract Value equals the Indexed Strategy Base multiplied by 1 plus the Index Credit.
Strategy Interim Value		The daily account value for an Indexed Strategy on any Valuation Day during a Strategy Term other than the first and last day. Strategy Interim Value is calculated at the end of a Valuation Day and will be the amount available from the Indexed Strategy for partial withdrawals (including withdrawals to pay advisory fees), full surrender of your Contract, annuitization and Deaths Benefit payments. The formula used to calculate Strategy Interim Value depends on the Issue Date for your Contract, as described in Appendix B: ● For Contracts issued before May 1, 2024, Strategy Interim Value will be equal to the lesser of: (i) one plus the Market Value of Options We hold to support the Indexed Strategy, and (ii) one plus the upside crediting method rate, prorated based on the number of days that have elapsed in the Strategy Term. ● For Contracts issued on or after May 1, 2024, Strategy Interim Value will be equal to the sum of: (i) the Derivative Asset Proxy and (ii) the Fixed Income Asset Proxy. The Derivative Asset Proxy and Fixed Income Asset Proxy reflect Our valuation of the derivative and fixed income instruments, respectively, that We hold to support the Indexed Strategy. Strategy Interim Value could be less than your investment even when the Index is performing positively. Strategy Interim Value is not subject to the Buffer Percentage or Floor Percentage. Strategy Interim Value may reflect lower gains, if the Index is performing positively, and higher losses, if the Index is performing negatively, than would apply at the end of the Strategy Term.
Strategy Term		The period over which performance of an Index is measured to determine Index Return, or, for the One-Year Fixed Strategy, the period over which interest is credited at a specified declared rate.
Surrender Value		The Contract Value prior to the Annuity Commencement Date, less any applicable Withdrawal Charge, MVA, premium taxes and any applicable Rider Charges.
Tier Level		The level of Index Return that determines the applicability of the Tier Participation Rates.
Tier Participation Rate		One of the upside crediting methods available under the Contract. A percentage that is multiplied by any positive Index Return to calculate the Index Credit for an Indexed Strategy with Tier Participation Rates. Tier Participation Rates include a Tier One Participation Rate and a Tier Two Participation Rate. Positive Index Return that is less than or equal to the Tier Level is multiplied by the Tier One Participation Rate. Positive Index Return that is in excess of the Tier Level is multiplied by the Tier Two Participation Rate. The Index Credit is equal to the sum of these values.

	Index Return after the protection level has been met.

Floor Percentage	The percentage that represents the maximum negative Index Return that We will apply for an Indexed Strategy with a Floor even if negative performance of the Index exceeds that percentage. If the Index Return is negative and is greater than the Floor Percentage, then the Index Credit will be equal to the Index Return. If the Index Return is equal to or less than the Floor Percentage, We will reduce the Strategy Contract Value by the Floor Percentage.

Free Withdrawal Amount (FWA)	The amount that can be withdrawn in any Contract Year without incurring a Withdrawal Charge and MVA, which includes the Required Minimum Distribution for this Contract. All withdrawals from Indexed Strategies are based on the Strategy Interim Value if taken prior to the end of the Strategy Term, even if within the Free Withdrawal Amount.

General Account	The account that holds all of the Company’s assets other than assets allocated to the Separate Account and other Separate Accounts established by the Company.

Good Order	A request, including an application, is in Good Order if it includes all information We require to process the request. Good Order also includes submitting the information on the correct form(s) or any other method acceptable to Us with any required certification, guarantees or signatures to Our Annuity Service Center.

Gross Withdrawal	The Gross Withdrawal is the total amount We deduct from your Contract Value as a result of your withdrawal request. This amount includes your withdrawal proceeds (which is the Net Withdrawal amount, as defined below), any applicable Withdrawal Charge, MVA and any other applicable charges or taxes.

Index	The market index used by the Indexed Strategy to determine the Index Credit (and the Performance Credit Rate for Dual Directional Yield). The Index for each available Indexed Strategy is listed in your Contract and disclosed in “The Annuity Contract — Indexed Strategies” section of this prospectus.

Index Cap	One of the upside crediting methods available under the Contract, which is used in Index Cap, Dual Directional Cap and Dual Directional Trigger and Cap strategies. It represents the maximum possible positive Index Return that will be included in the Index Credit for an Indexed Strategy with an Index Cap. It is declared in advance of each Strategy Term and is guaranteed not to change for the length of the Strategy Term.

Index Credit	The rate of return applied to the Indexed Strategy Base at the end of each Strategy Term as described in the “Available Strategies” section.

Index Observation Date	The Valuation Day used to determine the Index Value for use in the calculation of the Index Percentage Base for the Dual Directional Yield strategies. This is the Valuation Day immediately preceding the applicable Quarterly Anniversary.

Index Percentage Base	Value representing the Index performance used in the calculation of the Performance Credit Rate for the Dual Directional Yield strategies. It is a percentage equal to the Index Value as of the applicable Index Observation Date divided by the Index Value as of the Starting Index Date.

Index Return	The net percentage change in the value of the Index from the Starting Index Date to the Ending Index Date.

Index Trigger	One of the upside crediting methods available under the Contract, applicable to Index Trigger, Dual Directional Trigger and Dual Directional Trigger and Cap strategies. If the Index Return is within a certain range as defined in the Indexed Strategy, the Index Credit will be equal to the Index Trigger Rate.

Index Trigger Rate	The Index Credit at the end of a Strategy Term if the Index Return is within a certain range as defined in the Indexed Strategy. The Index Trigger Rate represents a fixed potential return. The Index Trigger Rate is declared in

Withdrawal Charge		A charge assessed on the Gross Withdrawals within a Contract Year that exceed the Free Withdrawal Amount, which includes the Required Minimum Distribution for this Contract, or annuitization during the Withdrawal Charge Period. Withdrawals to pay advisory fees (if taken as part of Our systematic withdrawal program); surrenders in connection with the bailout waiver; nursing home waiver and terminal illness waiver withdrawals; and Death Benefit payments are not subject to a Withdrawal Charge.
	advance of each Strategy Term and is guaranteed not to change for the Strategy Term.
Withdrawal Charge Period (WCP)		The six year period when We may assess a Withdrawal Charge and a MVA on surrender, a partial withdrawal or annuitization.
Index Value	Defined for each Indexed Strategy, and is the published value of an Index. If the Index Value is not published on any day for which an Index Value is required, the nearest preceding published Index Value will be used.
Valuation Day		Every day the New York Exchange is open for regular trading. The value of an Indexed Strategy is determined at the close of the New York Stock Exchange (generally 4:00 pm Eastern Time) on such days.
Indexed Strategy	Any of the Indexed Strategies available under the Contract. You elect the Indexed Strategy(ies) to which the Premium Payment is allocated or a reallocation is made, subject to the terms of this Contract and any applicable Riders. We may cease to offer a specific Indexed Strategy or cease to accept reallocations to a specific Indexed Strategy at any time. Any new reallocations accepted are subject to the terms and conditions in existence for any Indexed Strategy(ies) available at that time. The Indexed Strategies you have elected at issue are shown in your Contract.
Indexed Strategy Base	Each Indexed Strategy has its own Indexed Strategy Base. On the first Valuation Day of the Strategy Term it is equal to the amount allocated to an Indexed Strategy. It is subsequently adjusted for any Gross Withdrawals, including, the deduction of Rider Charges and advisory fees and systematic withdrawals and Required Minimum Distributions. At the end of the Strategy Term it is the basis to which the Index Credit is applied. For Dual Directional Yield strategies, it is also the basis to which Performance Credit Rate is applied on a Quarterly Anniversary
Indexed Strategy Parameters	The upside and downside features that determine the Index crediting approach for a given Indexed Strategy. These crediting mechanisms will include, as applicable, an Index Cap, a Participation Rate, Index Trigger Rate, Trigger Level, Performance Trigger, Performance Yield, Tier Level and Tier Participation Rates and a Floor Percentage, an Aggregate Floor Percentage, or a Buffer Percentage.
Issue Age	The age as of the last birthday of the oldest Owner on the Issue Date, or oldest Annuitant, as applicable.
Issue Date	The date on which the Contract is established by Us. The Issue Date is shown in your Contract. (The Contract will not be issued on February 29th).
Market Value of Options	A value used to determine Strategy Interim Value during the Strategy Term. It reflects Our valuation of derivative instruments that We hold to support Our payment obligations and is intended to reflect Our risk that the Index will suffer a loss at the end of the Strategy Term based on the current volatility of the Index, Index performance, the time remaining in the Strategy Term and changes in prevailing interest rates.
Market Value Adjustment (MVA)	Cumulative withdrawals (partial or full) in any Contract Year that exceed the Free Withdrawal Amount during the Withdrawal Charge Period will be subject to an MVA. An MVA will also apply to Contract Value that exceeds your Free Withdrawal Amount if you annuitize your Contract during the Withdrawal Charge Period. An MVA may apply on any day during the Withdrawal Charge Period, including the last day of a Strategy Term. An MVA may be positive, negative, or equal to zero and will be based on interest rates, spreads and time to maturity. An MVA will be applied to Contract Value deducted in excess of the Free Withdrawal Amount from (i) the One-Year Fixed Strategy and (ii) any Indexed Strategy to the extent that the amount deducted from the Indexed Strategy is attributable to the Fixed Income Asset Proxy. An MVA may apply upon any surrender or partial withdrawal (including Required Minimum Distributions for this Contract), or annuitization in excess of the Free Withdrawal Amount during the Withdrawal Charge Period. Withdrawals to pay advisory fees (if taken as part of Our systematic withdrawal program), surrenders in connection with the bailout waiver, nursing home waiver and terminal illness

	waiver withdrawals, Death Benefit payments, withdrawals attributed to the Performance Credit Account are not subject to an MVA. Detailed information about MVA calculations is provided in Appendix H.

Net Withdrawal	The Net Withdrawal is the amount that you will receive as a result of any withdrawal request. The Net Withdrawal is the Gross Withdrawal amount (the withdrawal amount you requested) less any applicable Withdrawal Charge, MVA and any other applicable charges or taxes.

One-Year Fixed Strategy	The investment option under the Contract that provides for guaranteed interest, and is subject to a guaranteed minimum interest rate.

One-Year Fixed Strategy Value	The amount of Contract Value allocated to the One-Year Fixed Strategy at any given time.

Optional Death Benefit Value	The Death Benefit value used to determine the Death Benefit payable when an optional Death Benefit is elected.

Owner	The person(s) or legal entity entitled to exercise all rights and privileges under the Contract. Any reference to Owner in this prospectus includes any joint Owner. References to “you” in this prospectus refer to the Owner or a prospective Owner.

Participation Rate	One of the upside crediting methods available under the Contract. A percentage that is multiplied by any positive Index Return to calculate the Index Credit for an Indexed Strategy with a Participation Rate. It is declared in advance of each Strategy Term and is guaranteed not to change for the length of the Strategy Term.

Performance Credit	The quarterly credit calculated for a Dual Directional Yield strategy. The amount credited to your Contract from a positive Performance Credit, if any, is immediately and automatically allocated to the Performance Credit Account.

Performance Credit Account (“PCA”)	The Performance Credit Account is used exclusively in connection with Dual Directional Yield strategies. You cannot instruct Us to allocate Contract Value directly to the Performance Credit Account. The amount credited to your Contract from a positive Performance Credit, if any, is immediately and automatically allocated to the Performance Credit Account. Amounts in the Performance Credit Account will receive a fixed daily interest rate. Withdrawals attributed to the Performance Credit Account are not subject to a Withdrawal Charge or MVA. Such withdrawals are withdrawals of the Free Withdrawal Amount, but they do not reduce the Free Withdrawal Amount remaining for withdrawals attributed to the Indexed Strategies or the One-Year Fixed Strategy.

Performance Credit Account Value	The amount of Contract Value allocated to the Performance Credit Account at any given time.

Performance Credit Rate	Used in the determination of the Performance Credit for a Dual Directional Yield strategy, and is the rate of return applied to the Indexed Strategy Base on each Quarterly Anniversary for a Dual Directional Yield strategy.

Performance Lock	A feature under the Contract for each Indexed Strategy. If the Performance Lock feature is exercised during a Strategy Term, your Strategy Contract Value (which otherwise fluctuates each Valuation Day) is “locked in” at the Strategy Interim Value on the Performance Lock Date and will accumulate at a fixed rate equivalent to the One-Year Fixed Strategy for the remainder of the Strategy Term. You do not receive an Index Credit at the end of a Strategy Term, nor do you receive additional Performance Credits on Quarterly Anniversaries under a Dual Directional Yield strategy, once the Performance Lock feature has been exercised.

Performance Lock Date	The Valuation Day on which We process an exercise of the Performance Lock.

Performance Trigger	An Indexed Strategy Parameter for Dual Directional Yield strategies. On each Quarterly Anniversary, We compare the Index Percentage Base to the Performance Trigger in order to determine the Performance Credit Rate.

Performance Yield	An Indexed Strategy Parameter for Dual Directional Yield strategies. Under a Dual Directional Yield strategy, the maximum positive rate of return for any single year during the six-year Strategy Term. The Performance Yield is declared in advance of each Strategy Term and is guaranteed not to change for the Strategy Term.

Premium Payment	The single premium paid to the Company under the Contract, less any applicable premium taxes due at the time the payment is made.

Quarterly Anniversary	Under a Dual Directional Yield strategy, each successive three-month anniversary of the Issue Date of the Contract. This date will typically be the same calendar day as the Issue Date each quarter, unless that calendar day does not exist in a given month, in which case it will be the nearest preceding calendar day in the given month.

Reallocation Period	For amounts in an Indexed Strategy or One-Year Fixed Strategy, you may request a reallocation for a period of 30 days prior to the end of the Strategy Term and the request must be received at least 2 Valuation Days prior to the end of the Strategy Term. For amounts in the Performance Credit Account, you may request a reallocation for a period of 30 days prior to a Contract Anniversary and the request must be received at least two Valuation Days prior to the Contract Anniversary. The reallocation will be effective on the Strategy Term end date / Contract Anniversary.

Required Minimum Distribution (“RMD”)	A federal requirement that individuals who attain the “applicable age” as defined under the Code generally must take a distribution from their tax-qualified retirement account by December 31, each year, or that requires Beneficiaries to take certain distributions after the IRA Owner’s death.

Return of Premium Base	The amount equal to the Premium Payment on the Issue Date, or equal to the Contract Value if elected after the Issue Date following spousal continuation, if the optional Return of Premium Death Benefit is elected. The Return of Premium Base is adjusted proportionally for Gross Withdrawals.

Return of Premium Death Benefit	The optional Return of Premium Death Benefit provides a Death Benefit, for an additional charge, equal to the greater of the Contract Value and the Return of Premium Base.

Rider Charge	The charge that is applicable with the election of the optional benefit.

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

Separate Account	A segregated account that We establish to hold reserves for Our guarantees under the Contract and other general obligations. As Owner of the Contract, you do not participate in the performance of assets held in the Separate Account and do not have any claim on them. The Separate Account is not registered under the Investment Company Act of 1940.

Starting Index Date	The Valuation Day used to determine the Index Value and the Market Value of Options at the beginning of the Strategy Term. This is the Valuation Day immediately preceding the Issue Date or the Contract Anniversary.

Strategy Contract Value	Each Indexed Strategy to which you allocate Contract Value will have a separate Strategy Contract Value. On the first day of a Strategy Term, the Strategy Contract Value equals the Indexed Strategy Base. On each day between the first day and the end of the Strategy Term, the Strategy Contract Value equals the Strategy Interim Value. At the end of the Strategy Term, the Strategy Contract Value equals

	the Indexed Strategy Base multiplied by 1 plus the Index Credit.

Strategy Interim Value	The daily account value for an Indexed Strategy on any Valuation Day during a Strategy Term other than the first and last day. Strategy Interim Value is calculated at the end of each Valuation Day and will be the amount available from the Indexed Strategy for partial withdrawals (including withdrawals to pay advisory fees), Rider Charges, full surrender of your Contract, annuitization and Death Benefit payments. Strategy Interim Value will be equal to the sum of: (i) the Derivative Asset Proxy and (ii) the Fixed Income Asset Proxy. The Derivative Asset Proxy and Fixed Income Asset Proxy reflect Our valuation of the derivative and fixed income instruments, respectively, that We hold to support the Indexed Strategy. Strategy Interim Value could be less than your investment even when the Index is performing positively. Strategy Interim Value is calculated using a formula that does not directly reflect the actual performance of the applicable index and is not subject to the Buffer Percentage or Floor Percentage. Strategy Interim Value may reflect lower gains, if the Index is performing positively, and higher losses, if the Index is performing negatively, than would apply at the end of the Strategy Term (or, for Dual Directional Yield strategies, lower gains than would apply on a Quarterly Anniversary, or higher losses than would apply at the end of the Strategy Term). The Strategy Interim Value is generally expected to be less than the term-to-date Index performance on any Valuation Day.

Strategy Term	The period over which performance of an Index is measured to determine Index Return, or, for the One-Year Fixed Strategy and the Performance Credit Account, the period over which interest is credited at a specified declared rate.

Surrender Value	The Contract Value prior to the Annuity Commencement Date, less any applicable Withdrawal Charge, MVA, premium taxes and any applicable Rider Charges.

Tier Level	The level of Index Return that determines the applicability of the Tier Participation Rates.

Tier Participation Rate	One of the upside crediting methods available under the Contract. A percentage that is multiplied by any positive Index Return to calculate the Index Credit for an Indexed Strategy with Tier Participation Rates. Tier Participation Rates include a Tier One Participation Rate and a Tier Two Participation Rate. Positive Index Return that is less than or equal to the Tier Level is multiplied by the Tier One Participation Rate. Positive Index Return that is in excess of the Tier Level is multiplied by the Tier Two Participation Rate. The Index Credit is equal to the sum of these values.

Trigger Level	An Indexed Strategy Parameter for Dual Directional Cap, Dual Directional Trigger and Dual Directional Trigger and Cap strategies. It is a value that sets a positive and/or negative Index Return threshold that We use in the determination of the Index Credit.

Withdrawal Charge	A charge assessed on the Gross Withdrawals within a Contract Year that exceed the Free Withdrawal Amount, which includes the Required Minimum Distribution for this Contract, or annuitization during the Withdrawal Charge Period. Withdrawals to pay advisory fees (if taken as part of Our systematic withdrawal program); surrenders in connection with the bailout waiver; nursing home waiver and terminal illness waiver withdrawals; Death Benefit payments; and withdrawals attributed to the Performance Credit Account are not subject to a Withdrawal Charge.

Withdrawal Charge Period (WCP)	The six year period when We may assess a Withdrawal Charge and an MVA on surrender, a partial withdrawal or annuitization.

Valuation Day	Every day the New York Exchange is open for regular trading. The value of an

Indexed Strategy is determined at the close of the New York Stock Exchange (generally 4:00 pm Eastern Time) on such days.

SUMMARY

This summary provides a brief overview of the ForeStructured Growth II and ForeStructured Growth II Advisory Contract. You should read the entire prospectus carefully before you decide whether to purchase the Contract. The Contract may not be available in all states (i.e. New York), may vary in your state, or may not be available from all selling firms or from all financial professionals. Please see Appendix A for a list of states where the Contract is not available and for an explanation of state variations.

Who is Forethought Life Insurance Company? We are a life insurance company engaged in the business of writing individual variable, index-linked, fixed and fixed indexed annuities. The Company is authorized to do business in 49 states of the United States and the District of Columbia. The Company was incorporated under the laws of Indiana on July 10, 1986. We have offices located in Indianapolis and Batesville, Indiana; Hartford, Connecticut and Wayne, Pennsylvania. We are part of the Global Atlantic Financial Group (Global Atlantic), which is the marketing name for The Global Atlantic Financial Group, LLC and its subsidiaries, including, Forethought Life Insurance Company. KKR & Co. Inc. is the ultimate controlling parent entity of the Company.

What is the purpose of the Contract? We offer the Contract to help you invest on a tax-deferred basis and meet long-term financial goals, such as funding your retirement. The Contract allows you to access your money under the Contract during the Accumulation Period by taking withdrawals of your Contract Value. During the Annuity Period, We pay guaranteed income in the form of Annuity Payments. The Contract also has a Death Benefit and offers an optional Death Benefit that may become payable during the Accumulation Period. All payments under the Contract are subject to the terms and conditions described in this prospectus.

While the Contract provides some protection against loss, you can lose money under the Contract. It is possible to lose your entire principal investment and any earnings over the life of your Contract. For each Strategy Term you can lose Contract Value due to negative Index performance in excess of the Buffer Percentage, or you can lose Contract Value due to negative Index performance up to the Floor Percentage. More specifically, at the end of a Strategy Term, you could lose up to 95% of your Contract Value in an Indexed Strategy with a 5% Buffer Percentage, up to 90% in an Indexed Strategy with a 10% Buffer Percentage, up to 85% in an Indexed Strategy with a 15% Buffer Percentage, up to 80% in an Indexed Strategy with a 20% Buffer Percentage, up to 75% in an Indexed Strategy with a 25% Buffer Percentage or up to 20% in an Indexed Strategy with Aggregate Floor. You cannot lose Contract Value due to negative Index performance under an Indexed Strategy with a 0% Floor Percentage. See table under the section, “Indexed Strategies.”

You should not buy the Contract if you are looking for a short-term investment if you plan on taking withdrawals in excess of the Free Withdrawal Amount before the end of the Withdrawal Charge Period. There is a Withdrawal Charge Period of six years for the B-share and the I-share Contract, during which Withdrawal Charges and MVAs may apply.

In addition, you should not buy the Contract if you anticipate taking significant withdrawals from your Indexed Strategies before the end of the Strategy Term. Partial withdrawals (including withdrawals to pay advisory fees, systematic withdrawals and Required Minimum Distributions for this Contract), full surrenders, annuitization and Death Benefit payments are taken from the Strategy Interim Value. These withdrawals are also subject to Withdrawal Charges and MVAs (except for advisory fees taken as systematic withdrawals and Death Benefit payments) and prorated Rider Charges. ~~Partial~~ withdrawals (including withdrawals to pay advisory fees, systematic withdrawals and Required Minimum Distributions for this Contract) during a Strategy Term could result in a greater reduction in your Strategy Contract Value than if you waited until the end of the Strategy Term to take a withdrawal. In addition, any partial withdrawal will proportionately reduce your Indexed Strategy Base, which could be significantly more than the dollar amount of your withdrawal. This will reduce any gains at the end of the Strategy Term.

~~While~~In extreme circumstances, it is possible to lose 100% of your investment in an Indexed Strategy due to the ~~Contract~~application ~~provides~~of ~~some~~a ~~protection~~Strategy ~~against~~Interim ~~loss~~Value (i.e., ~~you~~a ~~can~~complete ~~lose~~loss ~~money~~of ~~under~~your ~~the~~principal ~~Contract~~and any prior earnings). ItAlso in extreme circumstances, it is possible to lose ~~your~~100% ~~entire~~of ~~principal~~the ~~investment~~amount ~~and~~withdrawn ~~any~~from an ~~earnings~~Indexed ~~over~~Strategy due to an MVA, subject to the ~~life~~applicable ofminimum ~~your~~non-forfeiture amount under the Contract. Partial withdrawals (including ~~For~~withdrawals ~~each~~to pay advisory fees, systematic withdrawals and Required Minimum Distributions for this Contract) during a Strategy Term could ~~you~~result ~~can~~in ~~lose~~a greater reduction in your Strategy Contract Value ~~due~~than toif ~~negative~~you ~~Index~~waited ~~performance~~until inthe ~~excess~~end of the ~~Buffer~~Strategy ~~Percentage,~~Term orto ~~you~~take ~~can~~a ~~lose~~withdrawal. ~~Contract~~In ~~Value~~addition, ~~due~~any topartial ~~negative~~withdrawal ~~Index~~will ~~performance~~proportionately upreduce toyour Indexed Strategy Base, which could be significantly more than the dollar ~~Floor~~amount ~~Percentage~~of your withdrawal. ~~See~~This ~~table~~will ~~under~~reduce any gains at the ~~section,~~end ~~"Indexed~~of ~~Strategies~~the Strategy Term."

You should not buy the Contract if you are not willing to assume the risks associated with the Contract. See the section titled "“Risk Factors."”

Is the Contract non-qualified or qualified under the Code? The Contract is available as a non-qualified contract, which will provide you with certain tax deferral features under the Code. The Contract is also available as a qualified contract, as an Individual Retirement Annuity ("“IRA"”), Roth IRA, SEP IRA, Inherited Traditional IRA or Inherited Roth IRA. The Contract is not offered to certain retirement plan types, such as defined benefit plans, 401(k), 401(a), 403(b), pension plans, profit sharing plans, SIMPLE IRA, SARSEP, and Employee ~~Stock Ownership Plans (ESOP). If you purchase the Contract as a qualified contract (IRA), the Contract will not provide you tax deferral benefits in addition to those already provided by your IRA.~~

Stock Ownership Plans (ESOP). If you purchase the Contract as a qualified contract (IRA), the Contract will not provide you tax deferral benefits in addition to those already provided by your IRA.

How do I purchase the Contract? You may purchase the Contract by completing an application and submitting a Premium Payment of at least $25,000. We reserve the right to reject any Premium Payment that exceeds $1 million for Issue Ages up to 80 or $500,000 for Issue Ages of or over Age 81. The Contract will not issue until all Premium Payments have been received.

What Classes of the Contract are Offered? This prospectus offers two share classes: B-share and I-share. The B-share class is available through registered broker-dealers that charge sales commissions. The I-share class is available through registered investment advisers (RIAs) that charge an advisory fee. An annual advisory fee up to 1.50% of the Contract Value may be deducted from the Contract Value of an I-share Contract. See "“Systematic Withdrawals to Pay Advisory Fee"” below.

What are the investment options during the Accumulation Period? For each Strategy Term, you may allocate Contract Value to one or more Indexed Strategies and/or the One-Year Fixed Strategy, subject to the restrictions described in this prospectus. Each Indexed Strategy credits an Index Credit (positive, negative, or equal to zero) at the end of the Strategy Term based on the performance of the Index and the Indexed Strategy Parameters. Each Indexed Strategy also allows you to exercise the Performance Lock feature. The One-Year Fixed Strategy credits interest during each Strategy Term based on a guaranteed rate set by usUs.

~~What~~Unlike other ~~are~~Indexed ~~the~~Strategies, ~~Indices~~Dual Directional Yield strategies provide for ~~the~~potential ~~Indexed~~investment ~~Strategies?~~gain ~~The~~through ~~Indices~~a quarterly Performance ~~are~~Credit ~~described~~(positive inor ~~more~~equal ~~detail~~to ~~under~~zero). ~~the~~A ~~section~~Performance ~~titled~~Credit ~~"The~~will ~~Indices."~~apply Weon ~~may~~each ~~offer~~Quarterly ~~Indexed~~Anniversary ~~Strategies~~during the six-year Strategy Term, including the Strategy Term end date, based on ~~other~~the ~~Indices in~~Index performance and the ~~future.~~upside Wecrediting ~~reserve~~method. ~~the~~The amount ~~right~~credited to ~~add~~your orContract ~~remove~~from ~~one~~a orpositive ~~more~~Performance ~~Index(es)~~Credit, orif any, will be immediately and automatically allocated to the ~~replace~~Performance ~~any~~Credit Account. The Index inCredit applied at the ~~future,~~end ~~subject~~of the Strategy Term may be negative or equal to ~~required regulatory~~zero ~~approvals~~(never positive).

What are the Indices for the Indexed Strategies? The Indices are described in more detail under the section titled “The Indices.” We may offer Indexed Strategies based on other Indices in the future. We reserve the right to add or remove one or more Index(es) or to replace any Index in the future, subject to required regulatory approvals.

What Indexed Strategies are available under the Contract? Currently, the Contract offers the following Indexed Strategies:

Strategy Term	Index	~~Index~~Upside Crediting Method	Downside Protection	~~Upside Crediting Method~~	~~Downside Protection~~
One Year	S&P 500	~~S&P~~Index ~~500~~Cap	0% Floor	~~Index Cap~~	~~0% Floor~~
One Year	S&P 500, Nasdaq-100®	~~S&P~~Index ~~500, Nasdaq-100®, Fidelity U.S. Corporate Strength, Franklin US Equity, UBS Climate Aware Equity~~Cap	10% Buffer	~~Index Cap~~	~~10% Buffer~~
One Year	S&P 500, Nasdaq-100®	~~S&P~~Index ~~500, Nasdaq-100®~~Cap	15% Buffer	~~Index Cap~~	~~20% Buffer~~
One Year	S&P 500, Nasdaq-100®	~~S&P~~Index ~~500~~Cap	20% Buffer	~~Index Cap~~	~~Aggregate Floor~~
One Year	S&P 500	~~S&P~~Index ~~500, Nasdaq-100®, Fidelity U.S. Corporate Strength, Franklin US Equity, UBS Climate Aware Equity~~Cap	Aggregate Floor	~~Participation Rate~~	~~10% Buffer~~
Six Year		S&P 500, Fidelity U.S. Corporate Strength, Franklin US Equity, UBS Climate Aware Equity		Index Cap	20% Buffer
One Year	S&P 500, Nasdaq-100®	Participation Rate	10% Buffer
Six Year		S&P 500, Fidelity U.S. Corporate Strength, Franklin US Equity, UBS Climate Aware Equity		Participation Rate	20% Buffer
One Year	S&P 500, Nasdaq-100®	Index Trigger	10% Buffer
Six Year		S&P 500		Tier Participation Rate	5% Buffer
One Year	S&P 500, Nasdaq-100®	Index Trigger	15% Buffer
Six Year		S&P 500		Tier Participation Rate	10% Buffer
One Year	S&P 500, Nasdaq-100®	Index Trigger	20% Buffer
One Year	S&P 500, Nasdaq-100®	Dual Directional Cap	10% Buffer
One Year	S&P 500, Nasdaq-100®	Dual Directional Cap	15% Buffer
One Year	S&P 500, Nasdaq-100®	Dual Directional Cap	20% Buffer
One Year	S&P 500, Nasdaq-100®	Dual Directional Trigger	10% Buffer
One Year	S&P 500, Nasdaq-100®	Dual Directional Trigger	20% Buffer
Three Year	S&P 500	Index Cap	10% Buffer

~~The table above is intended only as a summary. More detailed information about available Indexed Strategies is available in the section, "Available Strategies — Indexed Strategies."~~10

The One-Year Fixed Strategy and the S&P 500 one year point-to-point w/Cap and 0% Floor Indexed Strategy will be available for the life of your Contract. The six year Indexed Strategies are only available on the Issue Date.

Strategy Term	Index	Upside Crediting Method	Downside Protection
Three Year	S&P 500	Index Cap	15% Buffer
Three Year	S&P 500	Index Cap	20% Buffer
Three Year	S&P 500	Participation Rate	10% Buffer
Three Year	S&P 500	Participation Rate	15% Buffer
Three Year	S&P 500	Participation Rate	20% Buffer
Three Year	S&P 500	Index Trigger	10% Buffer
Three Year	S&P 500	Index Trigger	15% Buffer
Three Year	S&P 500	Index Trigger	20% Buffer
Six Year	S&P 500	Index Cap	15% Buffer
Six Year	S&P 500	Index Cap	20% Buffer
Six Year	S&P 500	Index Cap	25% Buffer
Six Year	S&P 500	Participation Rate	15% Buffer
Six Year	S&P 500	Participation Rate	20% Buffer
Six Year	S&P 500	Participation Rate	25% Buffer
Six Year	S&P 500	Tier Participation Rate	5% Buffer
Six Year	S&P 500	Tier Participation Rate	10% Buffer
Six Year	S&P 500	Dual Directional Yield	10% Buffer
Six Year	S&P 500	Dual Directional Yield	20% Buffer
Six Year	S&P 500	Dual Directional Cap	15% Buffer
Six Year	S&P 500	Dual Directional Cap	20% Buffer
Six Year	S&P 500	Dual Directional Cap	25% Buffer
Six Year	S&P 500	Dual Directional Trigger and Cap	15% Buffer
Six Year	S&P 500	Dual Directional Trigger and Cap	20% Buffer
Six Year	S&P 500	Dual Directional Trigger and Cap	25% Buffer

~~How~~The dotable above ~~the~~is ~~Indexed~~intended ~~Strategies~~only ~~work? Each~~as ~~Indexed~~a ~~Strategy~~summary. ~~takes~~More ~~into~~detailed ~~account~~information ~~the~~about ~~following~~available ~~elements~~Indexed toStrategies ~~calculate~~is available in the ~~Index~~section, ~~Credit:~~“Available Strategies — Indexed Strategies.”

The One-Year Fixed Strategy and the S&P 500 one year point-to-point with Index Cap and 0% Floor Indexed Strategy will be available for the life of your Contract.

How do the Indexed Strategies work (excluding the Dual Directional strategies)? Each of these Indexed Strategies take into account one or more of the following elements to calculate the Index Credit:

●

The Index Return;

●

The length of the Strategy Term;

● Either the Index Cap, Index Trigger Rate, Participation Rate, or Tier Level and Tier Participation Rates; and

●

Either the Buffer Percentage, Floor Percentage or the Aggregate Floor Percentage.

6We calculate the Index Credit for an Indexed Strategy at the end of a Strategy Term as follows:

● First, We calculate the Index ~~Credit~~Return. The Index Return for an Indexed Strategy atis the ~~end~~percent of a ~~Strategy~~return ~~Term,~~in asthe ~~follows:~~Index between the Starting Index Date and the Ending Index Date.

● ~~First~~ Second, We ~~calculate~~if the Index Return ~~The~~is ~~Index~~positive ~~Return~~or ~~for~~zero, anWe ~~Indexed~~apply ~~Strategy is~~ the ~~percent~~applicable ofupside ~~return~~crediting inmethod ~~the~~to ~~Index~~calculate ~~between~~ the ~~Starting~~ Index ~~Date~~ ~~and~~Credit, ~~the~~as ~~Ending Index Date.~~follows:

● Second, if the Index Return is positive, We apply the Index Cap, Participation Rate, or Tier Level and Tier Participation Rates, that applies to the Indexed Strategy.

Upside Crediting Method	Positive Index Return	Zero Index Return
Index Cap	Index Credit will equal the Index Return, subject to the Index Cap.	Index Credit will equal zero.
Participation Rate	Index Credit will equal the Participation Rate multiplied by the Index Return.	Index Credit will equal zero.
Index Trigger	Index Credit will equal the Index Trigger Rate. For example, if the Index Return is	Index Credit will equal the Index Trigger Rate. For example, if the Index Return is
	5% and the Index Trigger Rate is 3%, the Index Credit would be 3%.	0% and the Index Trigger Rate is 3%, the Index Credit would be 3%.
Tier Participation Rate	Index Return that is less than or equal to the Tier Level is multiplied by the Tier One Participation Rate. Index Return that is in excess of the Tier Level is multiplied by the Tier Two Participation Rate. The Index Credit is equal to the sum of these values.	Index Credit will equal zero.

~~o The Index Cap represents the maximum positive Index Return that may be reflected in the Index Credit for a given Strategy Term.~~11

~~o The~~Each of these Indexed Strategies has its own Index Cap, Participation Rate, isIndex aTrigger ~~percentage~~Rate ~~that~~or isTier ~~multiplied~~Level and Tier Participation Rates, byas ~~any~~applicable. ~~positive~~We set the Index ~~Return~~Cap, toParticipation ~~calculate~~Rate, Index Trigger Rate, or Tier Level and Tier Participation Rates for each Indexed Strategy, as applicable, prior to the beginning of a Strategy Term. The Index ~~Credit~~Cap, Participation Rate, Index Trigger Rate, or Tier Level and Tier Participation Rates for a ~~given~~particular Strategy Term may be higher or lower than the Index Cap, Participation Rate, Index Trigger Rate, or Tier Level and Tier Participation Rates for previous or future Strategy Terms. The Index Cap, Participation Rate, Index Trigger Rate, or Tier Level and Tier Participation Rates for any Strategy Term will not be set lower than the minimum guaranteed Index Cap(s), minimum guaranteed Index Trigger Rate, minimum guaranteed Participation Rate, or minimum guaranteed Tier Participation Rate. The Tier Level will not be set higher than the maximum guaranteed Tier Level. For such minimum and maximum guaranteed rates, see your Contract and the “Indexed Strategies” section later in your prospectus.

~~o The~~● ~~Tier~~Alternatively, ~~Level~~if is the ~~level of~~ Index Return ~~that~~is ~~determines the~~negative, ~~applicability~~We ofapply the ~~Tier~~Floor ~~Participation~~Percentage, ~~Rates.~~Aggregate ~~The~~Floor ~~Tier~~Percentage ~~Participation~~or ~~Rates~~Buffer ~~include~~Percentage afor ~~Tier~~the ~~One~~Indexed ~~Participation Rate and a Tier Two Participation Rate~~Strategy. AThe ~~positive~~ Index ~~Return~~Credit ~~that~~will iseither ~~less~~be ~~than~~negative or ~~equal~~zero. toAs ~~the~~reflected ~~Tier~~in ~~Level~~the isfollowing ~~multiplied~~table, by the ~~Tier~~Floor ~~One~~Percentage, ~~Participation Rate.~~Aggregate AFloor ~~positive~~Percentage ~~Index~~and ~~Return~~Buffer ~~that~~Percentage isprovide indifferent ~~excess~~forms of ~~the~~protection ~~Tier~~against ~~Level~~negative ~~is multiplied by the Tier Two Participation Rate. The~~ Index ~~Credit is equal to the sum of these values~~Return.

Each Indexed Strategy has its own Index Cap, Participation Rate, or Tier Level and Tier Participation Rates, as applicable. We set the Index Cap, Participation Rate or Tier Level and Tier Participation Rates for each Indexed Strategy, as applicable, prior to the beginning of a Strategy Term. The Index Cap, Participation Rate or Tier Level and Tier Participation Rates for a particular Strategy Term may be higher or lower than the Index Caps, Participation Rates, or Tier Levels and Tier Participation Rates for previous or future Strategy Terms. The Index Cap, Participation Rate or Tier Participation Rates for any Strategy Term will not be set lower than the minimum guaranteed Index Cap(s) or the minimum guaranteed Participation Rate. The Tier Level will not be set higher than the maximum guaranteed Tier Level. For such minimum and maximum guaranteed rates, see your Contract and the "Indexed Strategies" section later in your prospectus.

Downside Protection Feature	Type of Downside Protection
Floor Percentage / Aggregate Floor Percentage	Establishes the lowest negative Index Credit that may be applied for a given Strategy Term. For example, if the Floor Percentage or Aggregate Floor Percentage is -10%, the lowest negative Index Credit that may be applied to the Indexed Strategy Base is -10%. If the Floor Percentage or Aggregate Floor Percentage is 0%, the lowest negative Index Credit that may be applied to the Indexed Strategy Base is 0%.
Buffer Percentage	Represents the maximum amount of negative Index Return that will not be reflected in a negative Index Credit for a given Strategy Term. For example, a Buffer Percentage of 10% provides protection from a negative Index Return as low as -10%. A Buffer Percentage of 10% would provide no protection from negative Index Returns beyond -10%.

~~● Third, if~~The ~~the~~ Index Credit ~~Return~~ is ~~negative,~~applied Weto ~~apply~~ the ~~Floor~~Indexed ~~Percentage,~~Strategy ~~Aggregate~~Base ~~Floor~~at ~~Percentage or~~ the ~~Buffer~~end ~~Percentage,~~of ~~that applies to~~ the ~~Indexed~~ Strategy Term. The ~~Floor~~Index ~~Percentage~~Credit may be positive, ~~Aggregate~~negative ~~Floor~~or ~~Percentage~~equal to ~~and~~zero ~~the~~as ~~Buffer~~described ~~Percentage~~above. ~~provide~~See ~~different~~the ~~forms~~section oftitled ~~protection against~~“Indexed ~~negative~~Strategies” ~~Index~~for ~~Returns~~additional information.

~~● The Floor~~How ~~Percentage~~do ~~and~~the Dual ~~Aggregate~~Directional ~~Floor~~Strategies ~~Percentage~~work ~~establishes~~(excluding the ~~lowest~~Dual ~~negative~~Directional ~~Index~~Yield ~~Credit~~strategies)? ~~that~~Other ~~may~~than beDual ~~applied~~Directional ~~for~~Yield, athe Dual ~~given~~Directional ~~Strategy Term.~~Indexed ~~For~~Strategies ~~example,~~work ifsimilar to the ~~Floor~~Indexed ~~Percentage~~Strategies ordescribed ~~Aggregate~~in ~~Floor~~response ~~Percentage~~to isthe ~~-10%~~previous question. In general, they use similar elements, Index Return is calculated in the ~~lowest~~same ~~negative~~manner, Index ~~Credit~~Credits ~~that~~(which may be ~~applied~~positive, negative or equal to zero) are calculated and applied at the ~~Indexed~~end ~~Strategy~~of ~~Base~~the isStrategy ~~-10%.~~Term, Ifand the ~~Floor~~applicable Buffer Percentage orprovides ~~Aggregate~~the ~~Floor~~same ~~Percentage~~type of islimited ~~0%,~~downside ~~the~~protection ~~lowest~~as ~~negative~~other ~~Index~~Buffer ~~Credit~~strategies. The key difference is that these Dual Directional strategies may beprovide for ~~applied~~a topositive Index Credit at the ~~Indexed~~end of the Strategy ~~Base~~Term even when the Index Return is 0%negative. The following table summarizes how Index Credits are calculated for Dual Directional strategies other than Dual Directional Yield.

● The Buffer Percentage represents the maximum amount of negative Index Return that will not be reflected in a negative Index Credit for a given Strategy Term. For example, a Buffer Percentage of 10% provides protection from a negative Index Return as low as -10%. A Buffer Percentage of 10% would provide no protection from negative Index Returns beyond -10%.

Dual Directional Strategy	If Index Return is Positive or Zero	*If Index Return is Negative, but does not* Exceed the Trigger Level Threshold for Negative Index Returns¹**	*If Index Return is Negative and does* Exceed the Trigger Level Threshold for Negative Index Returns¹**
Dual Directional Cap	Index Credit will equal the Index Return, subject to the Index Cap.	Index Credit will be positive and equal to the inverse of the Index Return. For example, assuming a Trigger Level threshold of -10%, if the Index Return is -5%, the Index Credit would be 5%.	We apply the Buffer Percentage. The Index Credit will be negative, equal to the Index Return plus the Buffer Percentage.
Dual Directional Trigger	Index Credit will equal the Index Trigger Rate. For example, if the Index Return is 5% and the Index Trigger Rate is 3%, the Index Credit would be 3%.	Index Credit will be positive and equal to the Index Trigger Rate. For example, assuming a Trigger Level threshold of -10%, if the Index Return is -5% and the Index Trigger Rate is 3%, the Index Credit would be 3%.	We apply the Buffer Percentage. The Index Credit will be negative, equal to the Index Return plus the Buffer Percentage.
Dual Directional Trigger and Cap	If the Index Return is equal to or greater than the positive threshold set by the Trigger Level,² the Index Credit will equal the Index Return, subject to the Index Cap. If the Index Return is less than the positive threshold set by the Trigger Level,² the Index Credit will equal the Trigger Rate. For example, assuming a Trigger Level threshold of 10%, if the Index Return is 0% and the Index Trigger Rate is 10%, the Index Credit would be 10%.	Index Credit will be positive and equal to the Index Trigger Rate. For example, assuming a Trigger Level threshold of -10%, if the Index Return is -5% and the Index Trigger Rate is 10%, the Index Credit would be 10%.	We apply the Buffer Percentage. The Index Credit will be negative, equal to the Index Return plus the Buffer Percentage.

The Index Credit is applied to the Indexed Strategy Base at the end of the Strategy Term. The Index Credit may be positive, negative, or equal to zero. See the section titled "Indexed Strategies" for additional information.12

~~When~~1 ~~does the Company establish the~~Each ~~Indexed~~of ~~Strategy~~these ~~Parameters~~Dual ~~and~~Directional ~~can~~strategies ~~they~~has bea ~~adjusted?~~Trigger ~~We set the Index Cap, Participation Rate, or Tier~~ Level ~~and~~as ~~Tier~~an ~~Participation Rates for each~~ Indexed Strategy atParameter. ~~least~~In ~~ten days prior to~~ the ~~beginning~~case of ~~the~~a ~~Strategy~~negative ~~Term.~~Index ~~These rates for~~ Return, the ~~initial~~Trigger ~~Strategy~~Level ~~Term will~~sets bea ~~shown~~threshold inthat ~~your~~determines ~~Contract.~~how WeIndex ~~may~~Credits ~~change~~will ~~these~~be ~~rates~~calculated ~~for~~as ~~each~~described ~~new~~in ~~Strategy~~the ~~Term~~table. The ~~B-share~~threshold equals ~~and~~the ~~I-share~~Trigger ~~Index~~Level ~~Caps~~minus ~~and~~1. ~~Participation Rates~~For ~~may~~example, ~~vary~~if ~~and~~ the ~~only~~Trigger ~~guarantee~~Level is ~~that~~90%, ~~they~~the ~~both~~negative threshold will ~~satisfy~~be ~~guaranteed~~-10% ~~minimums~~(90% - 1 = -10%).

~~The~~2 ~~Floor~~For Dual ~~Percentage~~Directional Trigger and Cap, ~~initial~~the ~~Aggregate~~Trigger ~~Floor~~Level ~~Percentage~~not ~~and~~only ~~Buffer Percentage~~sets a negative threshold for ~~currently~~negative ~~available~~Index ~~Indexed~~Return, ~~Strategies~~it ~~cannot~~also besets a ~~changed~~positive ~~after~~threshold ~~the~~for ~~Issue~~positive ~~Date~~Index Return. The ~~Aggregate~~positive ~~Floor~~threshold ~~Percentage~~determines how Index Credits are calculated when Index Return is ~~determined~~positive as described in the table. This positive threshold equals 1 minus the Trigger Level. For example, if the Trigger Level atis 90%, the ~~start~~positive ofthreshold ~~each~~will ~~Strategy~~be ~~Term~~10% (1 - 90% = 10%).

See the section titled “Indexed Strategies” for additional information.

How does Dual Directional Yield work? Dual Directional Yield operates similar to Dual Directional Trigger insofar as Dual Directional Yield may also provide for a set rate of return when Index performance has been positive, zero, or to a limited extent, negative. Dual Directional Yield’s distinguishing features include quarterly Performance Credits and use of the Performance Credit Account. As such, Dual Directional Yield may be appropriate for a Contract owner who is interested in more frequent crediting and/or more liquidity compared to other Indexed Strategies.

Each Dual Directional Yield strategy has a six-year Strategy Term and offers upside potential through a quarterly Performance Credit. A Performance Credit Rate is calculated on each Quarterly Anniversary, equal to either 1/4^th of the Performance Yield (which is an annualized maximum rate of return) or zero. A Performance Credit is calculated each Quarterly Anniversary as the Performance Credit Rate multiplied by the Indexed Strategy Base. There is no guarantee that you will be credited with any positive Performance Credits. On the Strategy Term end date, an Index Credit will be applied, but it will be either negative or zero (never positive).

Performance Credit Rate – On each Quarterly Anniversary during the Strategy Term, including the Strategy Term end date, a Performance Credit Rate will be calculated. The Performance Credit Rate may be positive or equal to zero, and will be calculated based on the following elements: Index Percentage Base, Performance Trigger and Performance Yield. The Performance Credit Rate is calculated as follows:

●

First, We calculate the Index Percentage Base, which measures Index performance since the beginning of the Strategy Term. The Index Percentage Base will equal (A) divided by (B), where (A) is the Index Value as of the Index Observation Date and (B) is the Index Value as of the Starting Index Date. For example, if the Index Value as of the Starting Index Date is 1000 and the Index Value as of the Index Observation Date is 1050, the Index Percentage Base would equal 105% (1050 / 1000). If the Index Value as of the Index Observation Date were instead 950, the Index Percentage Base would equal 95% (950 / 1000).

●

Second, We determine the Performance Credit Rate by comparing the Index Percentage Base to the Performance Trigger. The Performance Trigger will be less than 100%, potentially allowing for a positive Performance Credit Rate when Index performance has been positive, zero, or to a limited extent, negative.

○

If the Index Percentage Base is greater than or equal to the Performance Trigger, the Performance Credit Rate will be positive and equal to 1/4th of the Performance Yield. The Performance Credit applied to your Contract will equal the Performance Credit Rate multiplied by the Indexed Strategy Base.

○

If the Index Percentage Base is less than the Performance Trigger, the Performance Credit will be zero.

For example, assume that the Performance Trigger is 90% and the Performance Yield is 8%. Based on these assumptions, if the Index Percentage Base is 90% or higher, the Performance Credit Rate would equal 2% (i.e., 8% / 4 = 2%). If instead the Index Percentage Base is below 90%, the Performance Credit Rate would equal 0%.

Performance Credit – On each Quarterly Anniversary during the Strategy Term, including the Strategy Term end date, a Performance Credit will be calculated. The Performance Credit may be positive or equal to zero, and will be calculated as the Performance Credit Rate multiplied by the Index Strategy Base. The amount credited to your Contract from a positive Performance Credit, if any, is immediately and automatically allocated to the Performance Credit Account, with no change to your Strategy Contract Value or Indexed Strategy Base for the Dual Directional Yield strategy. Amounts in the Performance Credit Account do not participate in Index performance (positive or negative). The Performance Credit Account credits daily fixed interest based on rates that are set and guaranteed by the Company until the next Contract Anniversary. The effective annual interest rate will never be lower than the guaranteed minimum interest rate set forth in your Contract. Withdrawals attributed to the Performance Credit Account may be taken at any time without being subject to a Withdrawal Charge or MVA, and without reducing the Free Withdrawal Amount remaining for the Indexed Strategies or the One-Year Fixed Strategy.

Index Credit – On the Strategy Term end date, in addition to a positive or zero Performance Credit as described above, We also apply the Index Credit. The Index Credit will either be negative or zero (never positive). The Index Credit will be calculated as follows:

●

If the Index Return is positive or zero, the Index Credit will be equal to zero.

●

If the Index Return is negative, We apply the Buffer Percentage. The Index Credit will either be negative or zero depending on the Index Return and applicable Buffer Percentage.

You should fully understand the operation of the Dual Directional Yield strategy before electing it as an investment. See the section titled “Indexed Strategies – Dual Directional Yield” for additional information. For additional examples of how the Dual Directional Yield strategy works under various market scenarios and assumptions, see Appendix E.

When does the Company establish the Indexed Strategy Parameters and can they be adjusted? We set the Index Cap, Participation Rate, Index Trigger Rate, Performance Yield, or Tier Level and Tier Participation Rates, as applicable, for each Indexed Strategy at least ten days prior to the beginning of the Strategy Term. These rates for the initial Strategy Term will be shown in your Contract. We may change these rates for each new Strategy Term. The B-share and I-share Index Caps, Index Trigger Rates, Performance Yields, Participation Rates, Tier Levels and Tier Participation Rates may vary and the only guarantee is that they both will satisfy guaranteed minimums.

The Floor Percentage, Trigger Level, Performance Trigger, initial Aggregate Floor Percentage and Buffer Percentage, as applicable, for currently available Indexed Strategies cannot be changed after the Issue Date. The Aggregate Floor Percentage is determined at the start of each Strategy Term.

How are Strategy Contract Values calculated during a Strategy Term (assuming no use of the Performance Lock feature)? Each Strategy Term, you will have a separate Strategy Contract Value for each Indexed Strategy in which you invest. On the first day of the Strategy Term, the Strategy Contract Value equals the Indexed Strategy Base (i.e., the total amount of Contract Value allocated to the Indexed Strategy at the beginning of the Strategy Term). At the end of the Strategy Term, your Strategy Contract Value equals your Indexed Strategy Base (including any adjustments due to withdrawals and/or Rider Charges and/or advisory fee deductions) adjusted by any Index Credit. This may also be expressed by the following formula: Indexed Strategy Base x (1 + Index Credit).

On any ~~day~~ other ~~than the first~~ day of the Strategy Term, your Strategy Contract Value equals the Strategy Interim Value, which, on a given Valuation Day, reflects the value of your investment in an Indexed Strategy on that particular day and is the daily account value available for partial withdrawals (including withdrawals to pay advisory fees, systematic withdrawals and Required Minimum Distribution under the Contract), full surrender of your Contract, annuitizations and Death Benefit payments, less any applicable Withdrawal Charges, MVA and/or prorated Rider Charge.

7While Index performance is one factor that impacts your Strategy Interim Value, the Strategy Interim Value is not tied directly to the performance of the Index. The Strategy Interim Value could be less than your investment even when the Index is performing positively. The Strategy Interim Value is calculated using a formula that does not directly reflect the actual performance of the applicable Index and is not subject to the Buffer Percentage or Floor Percentage. The Strategy Interim Value may reflect lower gains, if the Index is performing positively, and higher losses, if the Index is performing negatively, than would apply at the end of the Strategy Term (or, for Dual Directional Yield, lower Performance Credits than would apply on a Quarterly Anniversary, or higher losses than would apply at the end of the Strategy Term). The Strategy Interim Value is generally expected to be less than the term-to-date Index performance on any Valuation Day.

~~partial~~We ~~withdrawals~~calculate Strategy ~~(including~~Interim ~~withdrawals~~Value tousing ~~pay~~a ~~advisory~~formula ~~fees,~~with ~~systematic withdrawals~~a derivative and ~~Required~~fixed ~~Minimum~~income ~~Distribution~~valuation ~~under~~component. ~~the~~Under ~~Contract)~~this formula, ~~full~~Strategy ~~surrender~~Interim Value ofwill ~~your~~be ~~Contract,~~equal ~~annuitizations~~to ~~and~~the ~~Death~~sum ~~Benefit payments,~~of: ~~less~~(i) ~~any~~the ~~applicable~~Derivative ~~Withdrawal~~Asset ~~Charges,~~Proxy ~~MVA~~ and~~/or~~ ~~prorated~~(ii) ~~Rider~~the ~~Charge~~Fixed Income Asset Proxy. The Derivative

While Index performance is one factor that impacts your Strategy Interim Value, the Strategy Interim Value is not tied directly to the performance of the Index. The Strategy Interim Value could be less than your investment even when the Index is performing positively. The Strategy Interim Value is not subject to the Buffer Percentage or Floor Percentage. The Strategy Interim Value may reflect lower gains, if the Index is performing positively, and higher losses, if the Index is performing negatively, than would apply at the end of the Strategy Term.14

WeAsset Proxy ~~calculate~~is based on the Indexed Strategy ~~Interim~~Base and the Market Value ~~differently~~of ~~depending~~Options. The Market Value of Options is Our valuation of derivative instruments that We hold to support of Our payment obligations. The Fixed Income Asset Proxy is Our valuation of fixed income instruments that We hold to support Our payment obligations, and is based on the ~~Issue~~Indexed ~~Date~~Strategy ~~for~~Base, ~~your~~the ~~Contract:~~Daily Fixed Income Asset Proxy Interest Rate, and other factors.

For example, assume you are halfway through the Contract Year and all of your premium is allocated to an Indexed Strategy with a one year point-to-point 10% Buffer Percentage and a 16% Index Cap. Furthermore, assume that you elect to take a full surrender halfway through the year, and the Market Value of Options of financial instruments supporting this strategy represents a 9% return. The prorated Index Cap is 8% (50% of 16%). The Strategy Interim Value is based on the lesser of the Market Value of Options and the prorated Index Cap, which is 8%. If your Indexed Strategy Base in this example was $100,000, then your Strategy Interim Value is $108,000. Upon the full surrender in this example, you may also be subject to Withdrawal Charges and an MVA.

● For Contracts issued on or after May 1, 2024, We calculate Strategy Interim Value using a formula with a derivative and fixed income valuation component. Under this formula, Strategy Interim Value will be equal to the sum of: (i) the Derivative Asset Proxy and (ii) the Fixed Income Asset Proxy. The Derivative Asset Proxy is based on the Indexed Strategy Base and the Market Value of Options (as described above). The Fixed Income Asset Proxy is Our valuation of fixed income instruments that We hold to support of Our payment obligations, and is based on the Indexed Strategy Base, the Daily Fixed Income Asset Proxy Interest Rate, and other factors.

For example, assume you are halfway through the Contract Year and all of your premium is allocated to an Indexed Strategy. Furthermore, assume that you elect to take a full surrender before the end of the Strategy Term, at which time the Derivative Asset Proxy is $7,500 and the Fixed Income Asset Proxy is $97,500. The Strategy Interim Value is calculated as the sum of the Derivative Asset Proxy and Fixed Income Asset Proxy, so your Strategy Interim Value is $105,000. Upon the full surrender in this example, you may also be subject to Withdrawal Charges and an MVA.

Please note, for Contracts issued on or after May 1, 2024, the Strategy Interim Value formula does not contain a pro-rata component that limits the upside crediting method based on the number of days that have elapsed in the Strategy Term. Nonetheless, Strategy Interim Value may reflect lower gains (perhaps significantly lower gains) than would apply at the end of the Strategy Term.

Please see Appendix B for a detailed description of how We calculate Strategy Interim Values. It is important to understand that even if the Index performance is positive, it is possible that the Strategy Interim Value will decrease. If you wish to obtain your Strategy Interim Value(s), you may contact Us at 833-ASK-GA 4U (833-275-4248).

Partial withdrawals from an Indexed Strategy (including withdrawals to pay advisory fees, systematic withdrawals and Required Minimum Distributions under the Contract) ~~during~~before the end of a Strategy Term ~~will~~may result in a greater reduction in your Strategy Contract Value than if you waited until the end of the Strategy Term. In addition, any partial withdrawal from an Indexed Strategy before the end of a Strategy Term will proportionately reduce your Indexed Strategy Base, which could be significantly more than the dollar amount of your withdrawal. ~~The~~(A ~~application~~partial ofwithdrawal from the ~~Strategy~~ ~~Interim~~Performance ~~Value~~Credit toAccount ~~partial~~will ~~withdrawals~~not ~~and~~reduce ~~proportional reductions to~~ your Indexed Strategy Base, ~~together~~for ~~with any Withdrawal Charges and~~ the ~~MVA, could significantly reduce the value of the Contract, as shown in the hypothetical examples immediately below. For~~ ~~additional~~Dual ~~information~~Directional ~~about~~Yield ~~how~~strategy ~~withdrawals~~from ~~will~~which ~~impact~~Performance ~~your~~Credits ~~Contract Value see, "How withdrawals affect my One-Year Fixed Strategy Value and Strategy Contract Values?" below~~originated.)

~~Example~~The ~~for~~application of ~~Contracts~~the ~~issued~~Strategy ~~before~~Interim ~~May~~Value 1to partial withdrawals and proportional reductions to your Indexed Strategy Base, ~~2024~~together with any Withdrawal Charges and the MVA, could significantly reduce the value of the Contract, as shown in the hypothetical example immediately below. For additional information about how withdrawals will impact your Contract Value see, “How withdrawals affect my One-Year Fixed Strategy Value and Strategy Contract Values?” below.

Partial Withdrawal Impact on Indexed Strategy Base
Indexed Strategy Base immediately prior to the Partial Withdrawal	$	100,000.00
Strategy Interim Value immediately prior to the Partial Withdrawal	$	80,000.00
Remaining FWA	$	10,000.00
MVA Percentage		4	%
Withdrawal Charge Percentage		7	%
Gross Withdrawal	$	50,000.00
Withdrawal Charge	$	2,800.00
MVA	$	1,600.00
Net Withdrawal	$	45,600.00
New Indexed Strategy Base immediately prior to the Partial Withdrawal(1)	$	37,500.00
Strategy Interim Value immediately after the Partial Withdrawal	$	30,000.00

(1) New Indexed Strategy Base = Indexed Strategy Base * [1 – (Gross Withdrawal / Beginning Strategy Interim Value)] = $100,000 * [1 – ($50,000 / $80,000)] = $37,500. Because the Strategy Interim Value was less than the Indexed Strategy Base at the time of the withdrawal, the proportional reduction of the Indexed Strategy Base resulted in a reduction to the Indexed Strategy Base of a dollar amount ($62,500) that was greater than the dollar amount of the withdrawal ($50,000). The Strategy Interim Value for the remainder of the Strategy Term, and the Indexed Credit at the end of the Strategy Term, will be calculated with the new Indexed Strategy Base.

Example for Contracts issued on or after May 1, 2024

Partial Withdrawal Impact on Indexed Strategy Base
Indexed Strategy Base immediately prior to the Partial Withdrawal	$	100,000.00
Strategy Interim Value immediately prior to the Partial Withdrawal	$	80,000.00	⁽¹⁾
Remaining FWA	$	10,000.00
MVA Percentage		4	%
Withdrawal Charge Percentage		7	%
Gross Withdrawal	$	50,000.00
Withdrawal Charge	$	2,800.00
MVA	$	1,500.00
Net Withdrawal	$	45,700.00
Indexed Strategy Base immediately after the Partial Withdrawal(2)	$	37,500.00
Strategy Interim Value immediately after the Partial Withdrawal	$	30,000.00

(1)	Assume the Derivative Asset Proxy equals $5,000 and the Fixed Income Asset Proxy equals $75,000. The MVA applies only to the portion of the Gross Withdrawal that is attributable to the Fixed Income Asset Proxy (i.e., $75,000) in this example.

(2) Indexed Strategy Base after the ~~Partial~~partial ~~Withdrawal~~withdrawal = Indexed Strategy Base immediately prior to the ~~Partial~~partial ~~Withdrawal~~withdrawal * (1 - Gross Withdrawal from Strategy Interim Value / Strategy Interim Value immediately prior to the Withdrawal) = $100,000 * (1 - $50,000 / $80,000)) = $37,500. Because the Strategy Interim Value was less than the Indexed Strategy Base at the time of the withdrawal, the proportional reduction of the Indexed Strategy Base resulted in a reduction to the Indexed Strategy Base of a dollar amount ($62,500) that was greater than the dollar amount of the withdrawal ($50,000). The Strategy Interim Value for the remainder of the Strategy Term, and the Index Credit ator ~~the~~subsequent ~~end~~Performance ~~of the Strategy Term~~Credit, will be calculated with the new Indexed Strategy Base.

What is the Aggregate Floor Indexed Strategy? The Aggregate Floor Indexed Strategy is an Indexed Strategy with a one year Strategy Term that, if you elect to remain invested on a year-over-year basis, provides a downside protection guarantee that spans multiple one year consecutive Strategy Terms. For this reason, this strategy may appeal to a Contract Owner who is concerned about cumulative negative Index performance over the course of multiple Strategy Terms but still wants upside exposure.

●

The annual growth potential is the one year Index Return up to the Index Caps.

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The annual downside protection guarantee is equal to the Aggregate Floor, which is the dollar amount of your investment that is protected from negative Index performance during each one year Strategy Term.

The initial Aggregate Floor is equal to 90% of the Aggregate Floor Indexed Strategy'’s investment allocation. For as long as you remain invested in the Aggregate Floor Indexed Strategy, your Aggregate Floor (adjusted for any resets, withdrawals, optional Rider Charges and/or transfers in subsequent consecutive Strategy Terms) will never decrease due to negative market performance from one Strategy Term to the next. This means that you will never lose more than 10% of your initial allocation (or any subsequent allocations) to the Aggregate Floor Indexed Strategy due to negative Index performance.

The initial Aggregate Floor Percentage is always -10%. The Aggregate Floor Percentage may change for subsequent consecutive Strategy Terms depending on the Index Credit from the prior Strategy Term, but We guarantee that We will never set the percentage lower than -20% for subsequent consecutive Strategy Terms.

At the start of each consecutive Aggregate Floor Indexed Strategy Term, We recalculate the Aggregate Floor, Aggregate Floor Percentage and Index Caps, as follows:

Aggregate Floor — We recalculate the new Aggregate Floor based on the prior Strategy Term'’s Index Credit, as well as any withdrawals, optional Rider Charges and/or transfers in or out of the Indexed Strategy. The new Aggregate Floor will equal the greater of the prior Strategy Term'’s Aggregate Floor or 80% of the Strategy Contract Value (as adjusted for any positive or negative Index Credit).

In general, based on the prior Strategy Term'’s Index Credit, the Aggregate Floor will stay the same or increase at the start of each new consecutive Aggregate Floor Indexed Strategy. The Aggregate Floor Percentage will also change, based on the new Aggregate Floor, to reflect the largest percentage by which your Strategy Contract Value can decrease at the end of the Strategy Term. We discuss this further below and in greater detail in the section "“Aggregate Floor Indexed Strategy."”

For each scenario below, assume $100,000 initial allocation at the start of Contract Year 1; an initial Aggregate Floor of $90,000; and no withdrawals, optional Rider Charges and/or transfers in or out of the Indexed Strategy:

If the Index Credit is 0%, the Aggregate Floor will not change at the start of the next consecutive Strategy Term.

For example, assume you have an Index Credit of 0% (or $0) in Contract Year 1, the Aggregate Floor will not change at the start of the next consecutive Strategy Term. This is because the new Aggregate Floor equals the greater of the prior Strategy Term'’s Aggregate Floor ($90,000) or 80% of your Strategy Contract Value (80% of $100,000=$80,000).

If the Index Credit is negative, the Aggregate Floor will not change at the start of the next consecutive Strategy Term.

For example, assume you have a negative Index Credit in Contract Year 1 of 6% (or $6,000), which reduces your Strategy Contract Value to $94,000. Your Aggregate Floor will not change at the start of the next consecutive Strategy Term, this is because the new Aggregate Floor equals the greater of the prior Strategy Term'’s Aggregate Floor ($90,000) or 80% of your Strategy Contract Value (80% of $94,000=$75,200). The Aggregate Floor Percentage for Contract Year 2 is -4.26% ($90,000 Aggregate Floor / $94,000 Strategy Contract Value – 1).

In Contract Year 2, assume the Index performance is again negative, and you have a potential negative Index Credit of 5% (or $4,700) prior to the application of the Aggregate Floor Percentage of -4.26%. The Index Credit in Contract Year 2 is limited to -4.26% (or $4000). We protected you from loss that would reduce your Strategy Contract Value below $90,000 because you have a $90,000 Aggregate Floor. This means We will only reduce your Strategy Contract Value by -4.26% (or $ 4,000) to $90,000 instead of by -5% (or $4,700) to $89,300. Your Aggregate Floor will not change at the start of the next consecutive Strategy Term. This is because the new Aggregate Floor equals the greater of the prior Strategy Term'’s Aggregate Floor ($90,000) or 80% of your Strategy Contract Value (80% of $90,000 = $72,000).

If the Index Credit is positive, the Aggregate Floor will increase or stay the same at the start of the next consecutive Strategy Term.

For example, assume you have a positive Index Credit in Contract Year 1 of 4% (or $4,000), increasing your Strategy Contract Value to $104,000. Your Aggregate Floor will not change at the start of the next consecutive Strategy Term. This is because the new Aggregate Floor equals the greater of the prior Strategy Term'’s Aggregate Floor ($90,000) or 80% of your Strategy Contract Value (80% of $104,000=$83,200).

In Contract Year 2, assume the Index performance is again positive, and you have a positive Index Credit of 10% (or $10,400), increasing your Contract Strategy Value to $114,400. Your Aggregate Floor will increase at the start of the next consecutive Strategy Term to $91,520.

9This is because the new Aggregate Floor equals the greater of the prior Strategy Term’s Aggregate Floor ($90,000) or 80% of your

This is because the new Aggregate Floor equals the greater of the prior Strategy Term's Aggregate Floor ($90,000) or 80% of your Strategy Contract Value (80% of $114,400=$91,520). In this example, starting in Contract Year 3 and for each subsequent consecutive Aggregate Floor Indexed Strategy Term, your Aggregate Floor will never be less than $91,520 due to negative market performance.16

~~At the start of each subsequent~~ Strategy ~~Term~~Contract ~~the~~Value ~~Aggregate~~(80% ~~Floor~~of ~~amount may~~$114,400=$91,520). ~~increase~~In ~~such~~this ~~that~~example, Westarting ~~will~~in ~~never~~Contract ~~allow~~Year ~~you~~3 toand ~~lose~~for ~~more~~each ~~than~~subsequent ~~20%~~consecutive Aggregate inFloor ~~any~~Indexed ~~given~~ Strategy Term., ~~The~~your Aggregate Floor ~~amount~~will ~~may~~never ~~also increase~~be orless ~~decrease~~than ~~upon the election of the reset feature. Upon any reset of the Aggregate Floor Percentage~~$91,520 ~~the~~due ~~Aggregate Floor will be reset~~ to ~~equal~~negative ~~90%~~market ~~of your Strategy Contract Value~~performance. ~~See the section "Aggregate Floor Percentage Resets" in "Aggregate Floor Indexed Strategy" later in this Prospectus.~~

WeAt ~~will~~the ~~decrease~~start of ~~your~~each subsequent Strategy Term the Aggregate Floor ~~upon~~amount ~~withdrawals,~~may ~~the~~increase ~~deduction of~~such ~~optional~~that ~~Rider~~We ~~Charges~~will ~~and/or~~never ~~transfers~~allow ~~out~~you ofto ~~the~~lose ~~Indexed~~more ~~Strategy~~than on20% in aany ~~proportional~~given ~~basis~~Strategy Term. WeThe ~~will~~Aggregate Floor amount may also increase ~~your~~or ~~Aggregate~~decrease ~~Floor~~ upon ~~any~~the ~~transfer~~election ~~into~~of the ~~Indexed~~reset ~~Strategy~~feature. Upon Weany ~~discuss~~reset ~~such~~of ~~decreases~~the ~~and~~Aggregate ~~increases~~Floor Percentage, asthe ~~well~~Aggregate asFloor ~~provide~~will ~~examples~~be inreset to equal 90% of your Strategy Contract Value. See the section "“Aggregate Floor Percentage Resets” in “Aggregate Floor Indexed Strategy” later in this Prospectus."

We will decrease your Aggregate Floor upon withdrawals, the deduction of optional Rider Charges and/or transfers out of the Indexed Strategy on a proportional basis. We will increase your Aggregate Floor upon any transfer into the Indexed Strategy. We discuss such decreases and increases, as well as provide examples in the section “Aggregate Floor Indexed Strategy.”

Aggregate Floor Percentage — Next, We determine a new Aggregate Floor Percentage at the start of each consecutive Aggregate Floor Indexed Strategy Term. The Aggregate Floor Percentage is the maximum annual percentage of your investment allocation to the Indexed Strategy that you can lose due to negative Index performance.

We determine the Aggregate Floor Percentage, as follows: [(Aggregate Floor/Strategy Contract Value) – 1]. In general, as your Strategy Contract Value increases, your Aggregate Floor Percentage will decrease (ex.: -10% to -20%); as your Strategy Contract Value decreases, your Aggregate Floor Percentage will increase (ex.: -10% to 0%).

As the Aggregate Floor and the Strategy Contract Value changes, the Aggregate Floor Percentage also changes to reflect the largest percentage that your Strategy Contract Value can decrease, based on the new Aggregate Floor, at the end of the Strategy Term. We guarantee that this percentage We will never be lower than -20%.

You have the option to elect to reset the Aggregate Floor Percentage to -10% for any subsequent consecutive Strategy Term during the Reallocation Period for the next Strategy Term. See the section "“Aggregate Floor Percentage Resets"” in "“Aggregate Floor Indexed Strategy"” later in this Prospectus.

Index Caps — We set renewal Index Caps based on the new Aggregate Floor Percentage for the next consecutive Strategy Term. We set the Index Caps at least ten days prior to the start of any Indexed Strategy Term.

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Aggregate Floor Percentages with less investment risk for the next consecutive Strategy Term will result in lower Index Caps for that Strategy Term. This means that the Index Caps renewal rates will decrease as your Aggregate Floor Percentage increases.

●

Aggregate Floor Percentages with greater investment risk for the next consecutive Strategy Term will result in higher Index Caps for the next Strategy Term. This means that the Index Caps renewal rates will increase as your Aggregate Floor Percentage decreases.

Contract Value must remain allocated to the Indexed Strategy over multiple Strategy Terms to benefit from an increase in the Aggregate Floor. Contract Value that is transferred out of the Indexed Strategy loses any additional protection provided by the Aggregate Floor.

You should fully understand the operation of the Aggregate Floor Indexed Strategy before electing it as an investment or exercising its reset feature. For more information, see the section, "“Aggregate Floor Indexed Strategy."” For examples of how the Aggregate Floor, Aggregate Floor Percentage and the Index Caps work under various market scenarios and assumptions, see Appendix CD.

What is the Performance Lock feature? If you allocate Contract Value to an Indexed Strategy, you may exercise the Performance Lock feature manually at any time by notifying Us prior to 4:00 p.m. Eastern Time on the fourth to last Valuation Day of athe ~~given~~Strategy Term. You can also exercise an automatic Performance Lock based on pre-established targets you may set for any Indexed Strategy for a Strategy Term. IfBy setting a target for automatic Performance Lock, you ~~decide~~are authorizing Us to ~~exercise~~automatically execute a Performance Lock if and when that target is reached, if reached during the Strategy Interim Value calculation at the end of any Valuation Day on or before the fourth to last Valuation Day of the Strategy Term. Alternative to the automatic Performance Lock, you may also elect performance notification. With this feature, ~~during~~you may set a target for any Indexed Strategy for a Strategy Term, and if and when that target is reached, you and your financial professional will receive digital notice. With performance notification, a Performance Lock will not be automatically executed; you will need to manually exercise the Performance Lock, if you choose to do so. If a Performance Lock is exercised, either manually or automatically, your Strategy Contract Value (which otherwise fluctuates each Valuation Day) is "“locked in"” at the Strategy Interim Value on the Performance Lock Date and will accumulate at a fixed rate equivalent to the One-Year Fixed Strategy for the remainder of of the Strategy Term. However, your Strategy Contract Value will be reduced by the dollar amount of any withdrawal and/or Rider Charges and advisory fees assessed from your Strategy Contract Value, including any applicable Withdrawal Charges and MVA, taxes payable by Us and not previously deducted. In addition, if ~~you~~a ~~exercise the~~ Performance Lock ~~feature~~is exercised, an Index Credit will not be applied to the ~~Indexed~~ Indexed Strategy at the end of the Strategy Term, without regard to whether the Index Credit would have been positive, negative, or equal to zero. Additionally, for the Dual Directional Yield strategies, Performance

You should fully understand the operation and impact of the Performance Lock feature prior to exercising this feature. See "Performance Lock Risk" and "Performance Lock" for additional information about the risks associated with the Performance Lock feature.17

~~Can~~Credits Iwill ~~make~~no ~~reallocations~~longer ~~between~~be ~~the~~applied ~~Indexed Strategies and the One-Year Fixed Strategy? During the Accumulation Period,~~ on ~~any~~Quarterly ~~Contract~~Anniversaries ~~Anniversary~~after ~~that coincides with~~ the ~~end~~Performance ofLock the Strategy Term for an Indexed Strategy, you may reallocate Contract Value for that Indexed Strategy among the Indexed Strategies and between the Indexed Strategies and the One-Year Fixed Strategy, subject to the Indexed Strategy reallocation rulesDate. ~~You must request a reallocation during the Reallocation Period prior to the Contract Anniversary~~

10You should fully understand the operation and impact of the Performance Lock feature prior to exercising this feature. See “Performance Lock Risk” and “Performance Lock” for additional information about the risks associated with the Performance Lock feature.

~~on which the reallocation will be effective. Reallocations are not~~Are ~~permitted~~there atrestrictions ~~any~~on ~~other time, and if We do not receive a reallocation request during~~ the ~~Reallocation~~strategies ~~Period,~~that noI ~~reallocations~~may ~~will~~choose? occur and your current allocation will remain in place for the next Strategy Term. See the section titled "General Liquidity Risk" for more information. Reallocations are discussed in detail in the section titled "Reallocation Period."

Can I make withdrawals? You may take withdrawals from your Contract at any time during the Accumulation Period. If you take a partial withdrawal (which is a withdrawal of a portion of the Contract Value, including withdrawal to pay advisory fees that are not taken as part of Our systematic withdrawal program) or surrender your Contract (which is a withdrawal of the total Contract Value), your withdrawal may be subject to a Withdrawal Charge and MVA (a positive or negative adjustment to Contract Value based on interest rates, spreads and time to maturity that is applied to any surrender and certain partial withdrawals during the Withdrawal Charge Period). See the section on "Market Value Adjustment" for more information. Withdrawals taken to satisfy Required Minimum Distribution requirements for your Contract for the calendar year in which the Contract Year begins are not subject to the Withdrawal Charge or to a MVA. Amounts withdrawn from a Contract may also be subject to a 10% additional tax, in addition to ordinary income taxes, if taken before age 59 1/2.Yes:

~~Withdrawals~~● ~~will~~An beallocation ~~taken~~to ~~proportionately~~a ~~from~~three-year ~~the~~or ~~One~~six-~~Year~~year ~~Fixed~~Indexed Strategy ~~and~~ ~~Indexed~~is ~~Strategies~~not inpermitted ~~which~~if ~~you are invested at~~ the ~~time~~Strategy ofTerm ~~the withdrawal. If the Contract Value following any partial withdrawal~~ would bebegin ~~less~~during ~~than $2,500, We will instead pay you~~ the ~~Surrender~~Withdrawal ~~Value~~Charge ~~and~~Period ~~terminate your Contract,~~ and ~~any~~extend ~~death~~beyond ~~benefit will also terminate without value. If you surrender~~ the ~~Contract,~~end Weof ~~will pay you~~ the ~~Surrender~~Withdrawal ~~Value~~Charge ~~and terminate your Contract~~Period.

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An allocation to a three-year or six-year Indexed Strategy is not permitted if the Strategy Term would extend beyond the Contract Maturity Date.

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If Contract Value is already allocated to a three-year or six-year Indexed Strategy, you may not allocate additional Contract Value to that same Indexed Strategy until the ongoing Strategy Term ends.

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For the Dual Directional Yield strategies, Contract Value may be allocated to either the 10% or the 20% Buffer strategy, but not both.

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The Performance Credit Account is used exclusively in connection with Dual Directional Yield strategies. You cannot instruct Us to allocate Contract Value directly to the Performance Credit Account.

Can I make reallocations of my Contract Value? Yes, but your ability to do so is subject to significant restrictions.

Reallocating Contract Value from an Indexed Strategy or the One-Year Fixed Strategy – During the Accumulation Period, at the end of the Strategy Term, you may reallocate Contract Value from an Indexed Strategy or the One-Year Fixed Strategy to one or more of the strategies that are available for investment. You must request a reallocation during the Reallocation Period prior to the end of the Strategy Term. Reallocations are not permitted at any other time, and if We do not receive a reallocation request during the Reallocation Period, no reallocation will occur and your current allocation will remain in place for the next Strategy Term, unless your current allocation is not permitted. See “Are there restrictions on the strategies that I may choose?” above. In that case, any Contract Value in an unpermitted strategy will be reallocated to the One-Year Fixed Strategy.

Reallocating Contract Value from the Performance Credit Account – During the Accumulation Period, on a Contract Anniversary, you may reallocate Contract Value from the Performance Credit Account to one or more of the strategies that are available for investment. You must request a reallocation during the Reallocation Period prior to the Contract Anniversary. Reallocations are not permitted at any other time, and if We do not receive a reallocation request during the Reallocation Period, no reallocation will occur, your Performance Credit Account Value will remain in the Performance Credit Account, and your next reallocation opportunity will be the next Contract Anniversary. When requesting a reallocation from the Performance Credit Account, you must reallocate the entire Performance Credit Account Value. Partial reallocations are not permitted.

We reserve the right to discontinue offering any Indexed Strategy at the end of a Strategy Term (except as otherwise stated in this prospectus). If We discontinue offering an Indexed Strategy, you must reallocate any Strategy Contract Value in the discontinued Indexed Strategy to a currently available Strategy at the start of the next Strategy Term. If you do not do so, We will reallocate any Strategy Contract Value in the discontinued Indexed Strategy to the One-Year Fixed Strategy. See the section titled “General Liquidity Risk” and “Risk that We May Add, Remove or Replace an Index or Indexed Strategy” for more information. Reallocations are discussed in detail in the section titled “Reallocation Period.”

For future Strategy Terms, We guarantee that the One-Year Fixed Strategy and the S&P 500 one year point-to-point with Cap and 0% Floor Indexed Strategy will be available. If you are not comfortable with the possibility that those could be the only Strategies available to you in the future, you should not buy this Contract, as we do not guarantee the availability of any other Strategies.

Can I make withdrawals? You may take withdrawals from your Contract at any time during the Accumulation Period. If you take a partial withdrawal (which is a withdrawal of a portion of the Contract Value, including withdrawal to pay advisory fees that are not taken as part of Our systematic withdrawal program) or surrender your Contract (which is a withdrawal of the total Contract Value), your withdrawal may be subject to a Withdrawal Charge and MVA (a positive or negative adjustment to Contract Value based on interest rates, spreads and time to maturity that is applied to any surrender and certain partial withdrawals during the Withdrawal Charge Period). See the section on “Market Value Adjustment” for more information. Withdrawals taken to satisfy Required Minimum Distribution requirements for your Contract for the calendar year in which the Contract Year begins are not subject to the Withdrawal Charge or to an MVA, nor are withdrawals from the Performance Credit Account. Amounts withdrawn from a Contract may also be subject to a 10% additional tax, in addition to ordinary income taxes, if taken before age 59 1/2.

Withdrawals, other than systematic withdrawals to pay advisory fees, will be taken from your Performance Credit Account Value first. After the Performance Credit Account Value is depleted, remaining withdrawals will then be taken proportionately from the One-Year Fixed Strategy and Indexed Strategies in which you are invested at the time of the withdrawal. Systematic withdrawals to pay advisory fees will be taken proportionally from the One-Year Fixed Strategy and Indexed Strategies first. After the One-Year Fixed Strategy Value and Indexed Strategy Values are depleted, any remaining systematic withdrawals to pay advisory fees will be taken from the Performance Credit Account.

If the Contract Value following any partial withdrawal would be less than $2,500, We will instead pay you the Surrender Value and terminate your Contract, and any Death Benefit will also terminate without value. If you surrender the Contract, We will pay you the Surrender Value and terminate your Contract.

Withdrawals can significantly affect your Strategy Contract Value.

See the section titled "“Access to your Money During the Accumulation Period"” for additional information.

How do withdrawals affect the Contract Values? Withdrawals from the One-Year Fixed Strategy, including withdrawals to pay advisory fees, reduce the One-Year Fixed Strategy Value by the dollar amount of the withdrawal, including any applicable Withdrawal Charge, ~~negative MVA and prorated Rider Charge.~~ ~~Withdrawals from an Indexed Strategy, including withdrawals to pay advisory fees, reduce the Strategy Contract Value by the dollar amount of the withdrawal, including any applicable Withdrawal Charge,~~ negative MVA and prorated Rider Charge.

~~Partial~~Withdrawals ~~withdrawals~~from ~~(including withdrawals to pay advisory fees, systematic withdrawals and Required Minimum Distributions under~~ the ~~Contract) during an Indexed Strategy Term are based on the Strategy Interim~~Performance ~~Value~~Credit ~~and could result in a greater reduction in your Strategy Contract Value than if you waited until the end of the Strategy Term. This is because the Strategy Interim Value may reflect lower gains~~Account, ifincluding the Index is performing positively, and higher losses, if the Index is performing negatively, than would apply at the end of the Strategy Term. Your Strategy Contract Value is the amount that is available for partial withdrawals, ~~full~~to ~~surrender~~pay ofadvisory ~~your Contract~~fees, ~~annuitization and Death Benefit payments. In addition, partial withdrawals from an Indexed Strategy will~~ reduce ~~your Indexed Strategy Base in~~ the ~~same~~Performance ~~proportion~~Credit ~~that~~Account ~~the withdrawal has reduced the Strategy Contract~~ Value. ~~Pro~~by ~~rata reductions could be greater, sometimes significantly greater, than~~ the dollar amount of the withdrawal., ~~This~~including ~~will reduce~~ any ~~gains~~applicable atprorated ~~the~~Rider ~~end of the Strategy Term~~Charge.

Withdrawals from an Indexed Strategy, including withdrawals to pay advisory fees, reduce the Strategy Contract Value by the dollar amount of the withdrawal, including any applicable Withdrawal Charge, negative MVA and prorated Rider Charge. In addition, partial withdrawals (including withdrawals to pay advisory fees, systematic withdrawals and Required Minimum Distributions under the Contract) during an Indexed Strategy Term are based on the Strategy Interim Value and could result in a greater reduction in your Strategy Contract Value than if you waited until the end of the Strategy Term. This is because the Strategy Interim Value may reflect lower gains, if the Index is performing positively, and higher losses, if the Index is performing negatively, than would apply at the end of the Strategy Term (or, for Dual Directional Yield, lower gains than would apply on a Quarterly Anniversary, or higher losses than would apply at the end of the Strategy Term). Your Strategy Contract Value is the amount that is available for partial withdrawals, full surrender of your Contract, annuitization and Death Benefit payments. In addition, partial withdrawals from an Indexed Strategy will reduce your Indexed Strategy Base in the same proportion that the withdrawal has reduced the Strategy Contract Value. Pro rata reductions could be greater, sometimes significantly greater, than the dollar amount of the withdrawal. This will reduce any gains at the end of the Strategy Term.

This is how a pro rata reduction works:

Example 1: ~~assume~~Assume all of your premium is allocated to a single Indexed Strategy and your Strategy Contract Value is $150,000 and your Indexed Strategy Base is $140,000. If you take a partial withdrawal of $50,000 your Strategy Contract Value would be reduced dollar-for-dollar to $100,000 and your Indexed Strategy Base would be reduced pro rata to $93,333.33 ($140,000 * (1 – $50,000/$150,000)). In this example, because your Strategy Contract Value was greater than your Indexed Strategy Base, the pro rata reduction in your Indexed Strategy Base was less than the dollar amount of your withdrawal.

Example 2: Assume again that all of your premium is allocated to a single Indexed Strategy but your Strategy Contract Value is $140,000 and your Indexed Strategy Base is $150,000. If you take a partial withdrawal of $50,000 your Strategy Contract Value would be reduced dollar-for-dollar to $90,000 and your Indexed Strategy Base would be reduced pro rata to $96,428.57 ($150,000 * (1 – $50,000/$140,000)). In this example, because your Strategy Contract Value was less than your Indexed Strategy Base, the pro rata reduction in your Indexed Strategy Base was greater than the dollar amount of your withdrawal.

You should fully understand how withdrawals affect the value of your Contract, particularly your Strategy Contract Values, prior to purchasing the Contract. See "“Indexed Strategy Base Risk" ” and "“Impact of Withdrawals from Indexed Strategies"” for additional information about how withdrawals affect your Strategy Contract Values.

What charges are deducted under the Contract?

Withdrawal Charge. If you withdraw more than the Free Withdrawal Amount allowed under your Contract or annuitize during the Withdrawal Charge Period, you may be assessed a Withdrawal Charge. The Withdrawal Charge schedule will be the following:

	Withdrawal Charge Percentage	~~Withdrawal Charge Percentage~~
Contract Year	B-Share	BI-Share			~~I-Share~~
1	8%	2%	8	%		2	%
2	8%	2%	8	%		2	%
3	7%	2%	7	%		2	%
4	6%	2%	6	%		2	%
5	5%	2%	5	%		2	%
6	4%	2%	4	%		2	%
7+	0%	0%	0	%		0	%

We determine your Free Withdrawal Amount on the Issue Date and on each Contract Anniversary during the Withdrawal Charge Period. Your Free Withdrawal Amount equals (a) for the first Contract Year, the greater of (i) 10% of your Premium Payment or (ii) the Required Minimum Distribution for your Contract for the Calendar Year at the beginning of the Contract Year, and (b) for all subsequent Contract Years, the greater of (i) 10% of the Contract Value on the prior Contract Anniversary or (ii) the Required Minimum Distribution for your Contract for the Calendar Year at the beginning of the Contract Year.19

~~Optional~~Your ~~Death~~Free ~~Benefit~~Withdrawal ~~Charge.~~Amount Inhas ~~addition,~~two ifcomponents: ~~you~~A ~~elect~~Free ~~the~~Withdrawal ~~optional~~Amount ~~Return~~from ~~of Premium Death Benefit available under~~ the ~~Contract,~~One-Year ~~you~~Fixed ~~will~~Strategy ~~pay~~and ~~an annual charge of 0.20% for Issue Ages up to 70 (0.50% for Issue Ages 71+) of~~ the ~~Optional~~Indexed ~~Death Benefit Value~~Strategies, ~~which~~and isa ~~assessed~~Free atWithdrawal Amount ~~the~~from ~~end of~~ the ~~Contract Year.~~Performance ~~See~~Credit ~~section titled "Death Benefit~~Account."

The Free Withdrawal Amount from the One-Year Fixed Strategy and the Indexed Strategies is calculated on the Issue Date and on each Contract Anniversary during the Withdrawal Charge Period. On the Issue Date, the Free Withdrawal Amount from the One-Year Fixed Strategy and the Indexed Strategies for the first Contract Year is equal to the greater of (i) 10% of your Premium Payment or (ii) the Required Minimum Distribution for your Contract for the Calendar Year in which the Contract Year begins. The Free Withdrawal Amount from the One-Year Fixed Strategy and the Indexed Strategies for all subsequent Contract Years is equal to the greater of (i) 10% of the difference between the Contract Value on the prior Contract Anniversary and the Performance Credit Account Value on the prior Contract Anniversary, or (ii) the Required Minimum Distribution for your Contract for the Calendar Year in which the Contract Year begins less the Performance Credit Account Value on the prior Contract Anniversary.

The Free Withdrawal Amount from the Performance Credit Account is always equal to the Performance Credit Account Value.

Optional Death Benefit Charge. In addition, if you elect the optional Return of Premium Death Benefit available under the Contract, you will pay an annual charge of 0.20% for Issue Ages up to 70 (0.50% for Issue Ages 71+) of the Optional Death Benefit Value, which is assessed at the end of the Contract Year. See section titled “Death Benefit.”

What Riders are Available Under the Contract?

Optional Return of Premium Death Benefit — We currently offer an optional Return of Premium Death Benefit for an additional charge, which is available for election on the Issue Date or following spousal continuation, subject to the election rules then in place. The amount payable under this optional Death Benefit before the Annuity Commencement Date is the greater of the standard Death Benefit and the Optional Death Benefit Value. See section titled "“Optional Return of Premium Death Benefit."”

Bailout Waiver — Every Indexed Strategy, except the six year Indexed Strategies, includes a bailout provision which is an option to withdraw all or a portion of the Contract Value without penalty, should certain conditions apply. The bailout provision may provide protection, in terms of liquidity, should an upside crediting method be set below the bailout rate. Every strategy except the six year Indexed Strategies includes a bailout waiver provision which is an option to withdraw all or a portion of the annuity Contract without Withdrawal Charges and MVA, if an upside crediting method for that Strategy Term is set less favorable than the bailout rate for that strategy. See section titled "“Contract Charges". ~~Any partial withdrawals will be taken proportionately across all Indexed Strategies~~”. We do not provide a bailout waiver with regard to the six year Indexed Strategies because neither Withdrawal Charges nor MVAs are applicable after the sixth Contract Year.

Nursing Care Waiver — At any time on or after the Issue Date of the ~~Contraçt~~Contract, if you should become confined to an approved nursing facility for at least 90 consecutive days, Withdrawal Charges and MVA on any portion of the Contract Value withdrawn will be waived. See section titled "“Contract Charges."”

Terminal Illness Waiver — If you have been diagnosed with a terminal illness after the first Contract Anniversary, Withdrawal Charges and MVA will be waived on any portion of the Contract Value withdrawn. See section titled "“Contract Charges".”

How do Rider Charges affect the Contract Values? If you elect the optional Return of Premium Death Benefit Rider, when Rider Charges are assessed, the Performance Credit Account Value, the One-Year Fixed Strategy Value and the Strategy Contract Values are reduced by the dollar amount of the Rider Charge in proportion that each represents to the total Contract Value. However, Rider Charges assessed from an Indexed Strategy will also cause a reduction to your Indexed Strategy Base in the same proportion that the Rider Charge has reduced the Strategy Contract Value. Pro rata reductions could be greater, sometimes significantly greater, than the dollar amount of the withdrawal. This will reduce any gains at the end of the Strategy Term. Your ~~Strategy~~ Strategy Contract Value is the amount that is available for partial withdrawals, full surrender of your Contract, annuitization and Death Benefit payments.

For example, assume you are allocated to two Indexed Strategies. ~~The~~and your Performance Credit Account Value is $1,000. The first Strategy Contract Value is $60,000 and first Indexed Strategy Base is $50,000. The second Strategy Contract Value is $40,000 and second Indexed Strategy Base is $50,000. When a $12,000 Rider Charge is assessed, the dollar-for-dollar reduction to the Performance Credit Account Value will be $19.80, to the first Strategy Contract Value will be $1,188.12, and to the second Strategy Contract Value

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~~Charge is assessed, the dollar-for-dollar reduction to the first Strategy~~ ~~Contract Value~~ will be $~~600 and the dollar-for-dollar reduction to the second Strategy Contract Value will be $400~~792.08. The first Indexed Strategy Base will be reduced by $~~500~~990.10 to $49,~~500~~ 009.90 ($50,000 * (1 – $~~600~~1,188.12/$60,000)). The second Indexed Strategy Base will be reduced by $~~500~~ 990.10 to $49,~~500~~009.90 ($50,000 * (1 – $~~400~~792.08/$40,000)).

If allocated to Aggregate Floor Indexed Strategy, Rider Charges will proportionately reduce your Aggregate Floor amount. Proportionate reductions could be significantly more than the dollar amount of the Rider Charge. For more detailed examples, see "“Appendix CD: Examples Illustrating Calculation of Index Credit for Aggregate Floor Indexed Strategies with Aggregate Floor Percentages."”

What annuity options are available during the Annuity Period? You may select from the annuity options that We offer under the Contract. The available annuity options are:

●

Life Annuity with Cash Refund;

●

Life Annuity;

●

Life Annuity with Guaranteed Payments for 10 Years;

●

Joint and Survivor Life Annuity;

●

Joint and Survivor Life Annuity Guaranteed Payments for 10 Years; or

●

Guaranteed Payment Period Annuity.

All Annuity Payments will be made on a fixed basis. The annuity options are discussed in more detail in the section titled "“Annuity Options."”

Does the Contract provide a Death Benefit? If you die during the Accumulation Period, your Contract provides for a standard Death Benefit equal to the Contract Value astwo ofValuation Days following the ~~date~~Valuation Day We receive Due Proof of Death.

We also offer an optional Return of Premium Death Benefit, available at issue or following spousal continuation, for an additional Contract charge, which is assessed annually at the end of the Contract Year.

The Death Benefit is not payable during the Annuity Period and will terminate without value as of the Annuity Commencement Date. For additional information about the standard Death Benefit and the optional Death Benefit, see the section titled "“Death Benefit."”

How do I contact the Company? The Company'’s principal place of business is located at 10 West Market Street, Suite 2300, Indianapolis, Indiana 46204. If you need more information, or you wish to submit a request, you should contact Us as follows:

Annuity Service Center: For all written communications, general correspondence, and other transactional inquiries, you may contact Us at:

Customer Service By Phone: 833-ASK GA 4U (833-275-4248) Mon to Fri 8:30 AM – 6:00 PM EST.

For Mail: 123 Town Square PL, PMB 711, Jersey City, NJ 07310

RISK FACTORS

If you purchase a Contract, you will be subject to certain risks. You should carefully consider the following risk factors, in addition to the matters set forth elsewhere in this prospectus, prior to purchasing the Contract.

RISK OF LOSS

You can lose money by investing in this Contract, including your principal investment and earnings over the life of the Contract. The value of your Contract is not guaranteed by the U.S. government or any federal government agency, insured by the FDIC, or guaranteed by any bank.

RISK OF LOSS DURING RIGHT TO EXAMINE PERIOD

You may return your Contract for a refund, but only if you return it within the prescribed period. If for any reason you are not satisfied with your Contract, simply return it within 10 days after you receive it if the Contract is not a replacement, or within 30 days after you receive it if the Contract is a replacement, with a written request for cancellation that indicates your tax-withholding instructions. In some states, you may be allowed more time to cancel your Contract. If you cancel your Contract during this period, We will issue a refund as required by applicable state law.

When you return the Contract during the Right to Examine Period, We will process your refund within two Valuation Days from the Valuation Day We receive your properly completed request to cancel in Good Order and pay you your Contract Value. Unless otherwise required by state law, you bear the risk of any decline in your Contract Value during the Right to Examine Period. Any Contract Value allocated to the Indexed Strategy will be based on the Strategy Interim Value~~, which~~. The Strategy Interim Value may reflect lower gains, if ~~the Index is performing positively, and higher losses, if the Index is performing negatively, than would apply at the end of the Strategy Term. Please see Appendix A~~

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the Index is performing positively, or higher losses, if the Index is performing negatively, than would apply at the end of the Strategy Term (or, for Dual Directional Yield, lower Performance Credits than would apply on a Quarterly Anniversary, or higher losses than would apply at the end of the Strategy Term). Please see Appendix A for a listing of state variations that apply to the Contract. In states where We are required to return premium, We will do so regardless of your Strategy Interim Value.

GENERAL LIQUIDITY RISK

The Contract is not designed to be a short-term investment and may not be appropriate for an investor who needs ready access to cash in excess of the Free Withdrawal Amount. If you take withdrawals (including withdrawals to pay advisory fees) from your Contract during the Withdrawal Charge Period, Withdrawal Charges and MVAs (which can be positive or negative) may apply. In addition, amounts withdrawn from this Contract may also be subject to a 10% additional tax if taken before age 59 1/2. Further, if an optional Return of Premium Death Benefit is elected, and the Contract is surrendered or the rider is terminated before the Contract Anniversary in a given year, you will be charged a prorated Rider Charge. In addition, We will apply an MVA upon annuitization in excess of the Free Withdrawal Amount during the Withdrawal Charge Period. If you plan on annuitizing or taking withdrawals that will be subject to Withdrawal Charges, MVAs and/or additional federal taxes, this Contract may not be appropriate for you.

OnFor amounts allocated to an Indexed Strategy, on any day other than the first and last ~~Valuation~~day ~~Day~~ of the Strategy ~~Term~~ ~~for an Indexed Strategy~~Term, your Strategy Contract Value for that Indexed Strategy equals the Strategy Interim Value. Strategy Interim Value is the amount that is available from an Indexed Strategy for partial withdrawals (including withdrawals to pay advisory fees, systematic withdrawals and Required Minimum Distributions under the Contract), full surrender of your Contract, annuitization, ~~and~~ Death Benefit payments, and Rider Charges. These amounts could be less than your investment even if the Index has performed positively. The Strategy Interim Value is calculated using a formula that does not directly reflect the actual performance of the applicable Index and is not subject to the Buffer Percentage or Floor Percentage. The Strategy Interim Value may reflect lower gains, if the Index is performing positively, ~~and~~or higher losses, if the Index is performing negatively, than would apply at the end of the Strategy Term (or, for Dual Directional Yield, lower gains than would apply on a Quarterly Anniversary or higher losses than would apply at the end of the Strategy Term). The Strategy Interim Value is generally expected to be less than the term-to-date Index performance on any Valuation Day.

In addition, partial withdrawals (including withdrawals to pay advisory fees, systematic withdrawals and Required Minimum Distributions under the Contract.) during an Indexed Strategy Term could result in a greater reduction in your Strategy Contract Value than if you waited until the end of the Strategy Term. In addition, any partial withdrawal ~~will~~ may proportionately reduce your Indexed Strategy Base, which could be significantly more than the dollar amount of your withdrawal. The application of the Strategy Interim Value to partial withdrawals and proportional reductions to your Indexed Strategy Base, together with any Withdrawal Charges and the MVA, could significantly reduce the value of the Contract. This will also reduce any gains at the end of the Strategy Term.

See "“Strategy Interim Value Risk"” below for information on how liquidity risks relate to Our Strategy Interim Value calculation.

We may defer payments made under this Contract for up to six months if the insurance regulatory authority of the state in which We issued the Contract approves such deferral.

REALLOCATION RISK

~~You~~Your ability ~~can~~to reallocate Contract Value among the ~~Indexed~~strategies ~~Strategies~~is ~~and the~~subject ~~One-Year~~to ~~Fixed~~significant ~~Strategy~~restrictions, ~~only~~limiting ~~at the end of Strategy Term. This restricts~~ your ability to react to changes in market conditions ~~during~~ ~~Strategy~~or ~~Terms~~your financial goals or needs. You should consider whether the inability to reallocate Contract Value at will is appropriate for you based on your personal circumstances. If you do not reallocate Contract Value ~~during~~from a ~~Strategy~~strategy upon ~~Term~~a isreallocation ~~consistent~~opportunity, ~~with~~and you do not wish to remain invested in that particular strategy until the next reallocation opportunity, your ~~financial~~only ~~needs~~option will be to surrender or annuitize the Contract, which may cause you to incur Withdrawal Charges, MVAs, negative adjustments to your Indexed Strategy Base and/or negative tax consequences, as applicable.

WeReallocating ~~must~~Contract ~~receive~~Value ~~your~~from ~~reallocation~~an ~~request at least two Valuation Days~~Indexed ~~prior to the end of a~~ Strategy ~~Term. If We do not receive a reallocation request, no reallocations will occur and your current allocation will remain in place for the next Strategy Term. This will occur even if the Index and/~~or ~~applicable upside Indexed Strategy Parameters associated with~~ the ~~Indexed Strategy have changed since you last selected the Indexed Strategy, in which case the Indexed Strategy may no longer be appropriate for your investment goals. For the~~ One-Year Fixed Strategy, you risk the possibility that We will declare an interest rate for the One-Year Fixed Strategy at the guaranteed minimum interest rate. If you fail to reallocate your Strategy Contract Value at the beginning of a Strategy Term and do not wish to remain invested in a particular Indexed Strategy for the remainder of the Strategy Term, your only option will be to surrender the Contract. Surrendering all or a portion of your Contract Value may cause you to incur Withdrawal Charges, MVA, negative adjustments to your Indexed Strategy Base, and negative tax consequences, as discussed in this section.

At the end of the Strategy Term, you may reallocate Contract Value from an Indexed Strategy or the One-Year Fixed Strategy to one or more of the strategies that are available for investment. You can reallocate only at the end of the Strategy Term. We must receive your reallocation request at least two Valuation Days prior to the end of the Strategy Term. If We do not receive a timely reallocation request in Good Order, no reallocation will occur and your current allocation will remain in place for the next Strategy Term. This will occur even if the Index and/or applicable upside Indexed Strategy Parameters associated with the Indexed Strategy have changed since you last selected the Indexed Strategy, in which case the Indexed Strategy may no longer be appropriate for your investment goals. However, if We do not receive a timely reallocation request in Good Order and reallocation in your current strategy(ies) is not permitted, Contract Value in the non-permitted strategy(ies) will be automatically reallocated to the One-Year Fixed Strategy. For the One-Year Fixed Strategy, you risk the possibility that We will declare an interest rate at the guaranteed minimum interest rate.

Reallocating Contract Value from the Performance Credit Account

On a Contract Anniversary, you may reallocate Contract Value from the Performance Credit Account to one or more of the strategies that are available for investment. You can reallocate only on a Contract Anniversary. We must receive your reallocation request at

least two Valuation Days prior to the Contract Anniversary. When requesting a reallocation from the Performance Credit Account, you must reallocate the entire Performance Credit Account Value. Partial reallocations are not permitted. If We do not receive a timely reallocation request in Good Order, your Performance Credit Account Value will remain in the Performance Credit Account, and your next reallocation opportunity will be the next Contract Anniversary. You risk the possibility that We will declare an interest rate for the next Contract Year at the guaranteed minimum interest rate.

STRATEGY INTERIM VALUE RISK

For any Indexed Strategy, on any day other than the first and last ~~Valuation~~ ~~Day~~day of the Strategy Term, Strategy Contract Value for that Indexed Strategy will equal the Strategy Interim Value. While Index performance is one factor that impacts your Strategy Interim Value, the Strategy Interim Value is not tied directly to the performance of the Index. Your Strategy Interim Value could be less than your investment even when the Index performance is positive. The Strategy Interim Value is calculated using a formula that does not directly reflect the actual performance of the applicable Index and is not subject to the Buffer Percentage or Floor Percentage. The Strategy Interim Value may reflect lower gains, if the Index is performing positively, ~~and~~or higher losses, if the Index is performing negatively, than would apply at the end of the Strategy Term (or, for Dual Directional Yield, lower gains than would apply on a Quarterly Anniversary or higher losses than would apply at the end of the Strategy Term). The Strategy Interim Value is generally expected to be less than the term-to-date Index performance on any Valuation Day.

~~The~~In ~~Strategy~~extreme circumstances, ~~Interim~~it ~~Value~~ is ~~calculated~~possible byto Uslose ~~using~~100% of your investment in an Indexed Strategy due to the application of a ~~formula.~~Strategy ~~The~~Interim Value ~~formula~~(i.e., ~~applicable~~a tocomplete ~~your~~loss ~~Contract~~of ~~depends~~your onprincipal ~~the~~and ~~Issue~~any ~~Date~~prior earnings).

~~● For Contracts issued before May 1, 2024,~~ We calculate Strategy Interim Value using a formula with a derivative ~~valuation~~ and ~~pro-rata~~fixed ~~upside~~income ~~crediting~~valuation ~~method~~ component. Under this formula, Strategy Interim Value will be equal to the ~~lesser~~sum of: (i) ~~one plus~~ the ~~Market~~Derivative ~~Value~~Asset ofProxy ~~Options,~~ and (ii) ~~one~~the ~~plus~~Fixed ~~the~~Income ~~upside~~Asset ~~crediting~~Proxy. ~~method~~The ~~rate,~~Derivative ~~prorated~~Asset Proxy is based on the ~~number~~Indexed Strategy ofBase ~~days~~and ~~that~~the ~~have~~Market ~~elapsed~~Value inof ~~the Strategy Term~~Options. The Market Value of Options ~~reflects~~is Our valuation of ~~a hypothetical portfolio of~~ derivative instruments that ~~replicates the derivate assets that~~ We hold in to support of Our payment obligations. ItThe isFixed ~~intended~~Income toAsset ~~reflect~~Proxy reflects Our ~~risk~~valuation ~~that~~of ~~the~~a ~~Index~~hypothetical ~~will~~portfolio ~~suffer~~of afixed ~~loss~~income byinstruments that ~~the~~replicates ~~end of~~ the ~~Strategy~~fixed ~~Term~~income ~~based~~assets onWe ~~the~~hold ~~current~~in ~~volatility~~support of ~~the~~Our ~~Index,~~payment ~~Index~~obligations. ~~performance,~~It ~~the~~is ~~time~~based ~~remaining~~on in the Indexed Strategy ~~Term and changes in prevailing interest rates. Additionally~~Base, the Market ~~Strategy Interim~~ Value isof ~~limited~~Options byon ~~your~~the ~~upside~~Starting ~~crediting method (such as an~~ Index ~~Cap~~Date, ~~or Participation Rate) applied on a pro rata basis in proportion to~~ the number of days ~~that have~~ elapsed in the Strategy Term~~. For example~~, ~~the~~and ~~Strategy Interim Value for a Contract Owner who is halfway through~~ the ~~Strategy~~Daily ~~Term~~Fixed ~~will~~Income beAsset Proxy ~~limited~~Interest ~~to fifty percent of the upside Indexed Strategy Parameter~~Rate. The Strategy Interim Value will always be limited by this pro rata calculation, even if the Market Value of Options is higher. The application of the prorated upside crediting method will always reduce any positive Index Return.

14On any applicable Valuation Day of a Strategy Term, the Strategy Interim Value is the amount available for partial withdrawals, surrenders, annuitization, Death Benefits payments, and Rider Charges. Partial withdrawals (including any withdrawal to pay advisory fees, systematic withdrawals and Required Minimum Distributions under the Contract) taken during the Strategy Term will reduce the Indexed Strategy Base in the same proportion as the withdrawal to the Strategy Contract Value. You should consider the risk that the Strategy Interim Value could be less than your original investment even when the applicable Index is performing positively.

● For Contracts issued on or after May 1, 2024, We calculate Strategy Interim Value using a formula with a derivative and fixed income valuation component. Under this formula, Strategy Interim Value will be equal to the sum of: (i) the Derivative Asset Proxy and (ii) the Fixed Income Asset Proxy. The Derivative Asset Proxy is based on the Indexed Strategy Base and the Market Value of Options (as described above). The Fixed Income Asset Proxy reflects Our valuation of a hypothetical portfolio of fixed income assets that replicates the fixed income assets We hold in support of Our payment obligations. It is based on the Indexed Strategy Base, the Market Value of Options on the Starting Index Date, the number of days elapsed in the Strategy Term, and the Daily Fixed Income Asset Proxy Interest Rate.

Please note, for Contracts issued on or after May 1, 2024, the Strategy Interim Value formula does not contain a pro-rata component that limits the upside crediting method based on the number of days that have elapsed in the Strategy Term. The upside crediting method does not apply to Strategy Interim Value for such Contracts. Nonetheless, Strategy Interim Value may reflect lower gains (perhaps significantly lower gains) than would apply at the end of the Strategy Term.

On any applicable Valuation Day of a Strategy Term, the Strategy Interim Value is the amount available for partial withdrawals, surrenders, annuitization and Death Benefit payments. Partial withdrawals (including any withdrawal to pay advisory fees, systematic withdrawals and Required Minimum Distributions under the Contract) taken during the Strategy Term will reduce the Indexed Strategy Base in the same proportion as the withdrawal to the Strategy Contract Value. You should consider the risk that the Strategy Interim Value could be less than your original investment even when the applicable Index is performing positively.

You will not know your Strategy Interim Value when you notify Us to make a withdrawal from your Contract. Also, the Strategy Interim Value may not be available on any given Valuation Day, see Delay in Contract Administration section. For more information and to see how We calculate the Strategy Interim Value, see Appendix B.

RISK OF LOSS RELATED TO WITHDRAWAL CHARGES AND NEGATIVE MVAS

There is a risk of loss of principal and related earnings if you take a withdrawal from your Contract or surrender it during the Withdrawal Charge Period because We may deduct a Withdrawal Charge and apply a negative MVA. This risk exists even if you are invested in an Indexed Strategy with an Index that is performing positively as of the date of your withdrawal. A negative MVA may apply on any day during the Withdrawal Charge Period, including at the end of a Strategy Term. In extreme circumstances, it is possible to lose 100% of the amount withdrawn from an Indexed Strategy due to an MVA, subject to the applicable minimum non-forfeiture amount under the Contract.

WITHDRAWALS TO PAY ADVISORY FEE RISK (applicable to the I-share Contract only)

If you elect to pay advisory fees from your Contract Value, then the deduction will reduce the Death Benefit according to the Death Benefit section and may be subject to federal and state income taxes and a 10% federal additional tax. We will not report any such partial withdrawal as a taxable distribution for federal income tax purposes if such partial withdrawal is taken under a systematic withdrawal program that is established specifically for the deduction of advisory fees under the Contract,; however, federal and/or state tax authorities could determine that such advisory fees should be treated as taxable withdrawals. Withdrawals to pay advisory fees are based on Contract Value (inclusive of any Strategy Interim Values). Advisory fees taken outside of the systematic withdrawal program as a partial withdrawal may ~~will~~ be subject to Withdrawal Charges and MVAs if taken within the Withdrawal Charge Period. This will reduce your Free Withdrawal Amount and any Optional Death Benefit Value. Advisory fee withdrawals that reduce the Contract Value below the minimum Contract Value may result in a termination of the Contract and We will pay you the Surrender Value. See sections on "“Systematic Withdrawals to Pay Advisory Fee"” and "“Strategy Interim Value"” below.

INDEX RISK

[To be Updated ~~updated~~ by Amendment]

The value of your investment in an Indexed Strategy will depend in part on the performance of the applicable Index. The performance of the Index is based on changes in the values of the securities or other instruments that comprise or define the Index, which are subject to a variety of investment risks, many of which are complicated and interrelated. These risks may affect capital markets generally, specific market segments, or specific issuers. The performance of the Index may fluctuate, sometimes rapidly and unpredictably. Negative Index performance may cause you to realize investment losses, and those losses could be significant. The historical performance of the Index or an Indexed Strategy does not guarantee future results. It is impossible to predict whether the Index will perform positively or negatively over the course of a Strategy Term. In addition, We measure the performance on a point-to-point basis, which means that We compare the value of the Index at the start and end of the term. There is a risk that the Index performance may be negative or flat even if the Index performed positively for certain time periods between those two specific points in time.

While it is not possible to invest directly in an Index, if you choose to allocate amounts to an Indexed Strategy, you are indirectly exposed to the investment risks associated with the Index. Because each Index is comprised or defined by a collection of equity securities, each Index is exposed to market risk, equity risk and issuer risk.

●

Market risk is the risk that market fluctuations may cause the value of a security to fluctuate, sometimes rapidly and unpredictably.

●

Equity risk is the risk that equity securities may fluctuate in value, sometimes rapidly and unpredictably. The values of equity securities can be influenced by a number of factors, such as changes in (or perceived changes in) general capital markets, specific market segments, or specific issuers.

●

Issuer risk is the risk that the value of an issuer’s securities may decline for reasons directly related to the issuer, as opposed to the market generally.

All indices are price-return indices that do not reflect dividends ~~paid~~ ~~with~~or ~~respect~~distributions toby ~~underlying~~the ~~securities~~Index’s component companies.

~~The~~ S&P 500® Price Return Index

This ~~Index~~index is comprised of equity securities issued by large-capitalization U.S. companies, and is therefore subject to large-cap risk in ~~addition~~ addition to market risk, equity risk and issuer risk. 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.

Nasdaq-100^®Price Return Index

This Index is comprised of equity securities issued by large-capitalization U.S. and non-U.S. companies, excluding financial companies. This Index is subject to the following investment risks in addition to market risk, equity risk and issuer risk:

●

Large-Cap Risk. 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.

●

Sector Risk. To the extent the Index is comprised of securities issued by companies in a particular sector, those securities may not perform as well as the securities of companies in other sectors or the market as a whole.

●

Non-U.S. Securities Risk. The value of foreign securities may fall due to adverse political, social and economic developments abroad and due to decreases in foreign currency values relative to the U.S. dollar. Also, foreign securities are sometimes less liquid and more difficult to sell and to value than securities of U.S. issuers.

Fidelity U.S. Corporate Strength Index

This Index is comprised of stocks issued by large and mid-capitalization U.S. companies, which are selected based on stock selection models designed by Fidelity. This Index is subject to the following investment risks in addition to market risk, equity risk and issuer risk:

● Selection Model Risk. There can be no assurance that the Index's stock selection models will enhance performance. The Index's stock selection models may detract from performance. Even though this Index's selection models seek to identify companies with strong financial characteristics including strong dividends, this Index's performance does not reflect any dividends or distributions paid by the component companies.

● New/Exclusive Index Risk. This Index is exclusively licensed to Forethought Life Insurance Company for use with the Contract and other index-linked insurance policies issued by us. If the exclusive licensing agreement is not renewed, this Index may become available through other investment vehicles or may be discontinued. This Index does not have a performance history that predates the offering of the Contract, and there may be less public information about this Index compared to other market indexes like the S&P 500® Price Return Index or the Nasdaq-100® Price Return Index. Inquiries regarding this Index should be directed to the Annuity Service Center.

Franklin U.S. Equity Index

This Index is comprised of stocks issued by large-capitalization U.S. companies, which are selected based on an investment methodology designed by Franklin Templeton. This Index is subject to the following investment risks in addition to market risk, equity risk and issuer risk:

● Selection Model Risk. There can be no assurance that the Index's stock selection models will enhance performance. The Index's stock selection models may detract from performance.

● Concentration. To the extent the Index concentrates in a specific industry, a group of industries, sector or type of investment, the Index will carry much greater risks of adverse developments and price movements in such industries, sectors or investments than an index that invests in a wider variety of industries, sectors or investments.

● Mid Capitalization Companies. Securities issued by mid capitalization companies may be more volatile in price than those of larger companies, involve substantial risks and should be considered speculative. Such risks may include greater sensitivity to economic conditions, less certain growth prospects, lack of depth of management and funds for growth and development, and limited or less developed product lines and markets. In addition, mid capitalization companies may be particularly affected by interest rate increases, as they may find it more difficult to borrow money to continue or expand operations, or may have difficulty in repaying any loans.

● Large Capitalization Companies. Large capitalization companies may fall out of favor with investors based on market and economic conditions. Large capitalization companies may underperform relative to small and mid capitalization companies because they may be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes, and may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.

UBS Climate Aware Equity Index

This Index is comprised of equity securities issued by large- and mid-capitalization US companies. The companies included in this Index are selected based on criteria related to climate change and other environmental, social, and governance (ESG) factors. This Index is subject to the following investment risks in addition to market risk, equity risk and issuer risk:

● ESG Criteria Risk. The Index's selection and weighting methodology includes ESG criteria. As a result, the Index will have greater exposure to companies deemed to have higher ESG ratings than companies deemed to have lower ESG ratings, and companies can be excluded from the Index based on the Index's ESG criteria. Companies with lower ESG ratings may perform better than companies with higher ESG ratings over the short or long term. In addition, investors' views about ESG matters may differ from the ESG criteria used by the Index. As such, the Index's methodology may not reflect the beliefs and values of any particular investor.

● Selection Model Risk. There can be no assurance that the Index's selection models will enhance performance. The Index's stock selection models may detract from performance.

● Large-Cap Risk. 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.

● Mid-Cap Risk. Compared to large-capitalization companies, mid-capitalization companies may be less stable and more susceptible to adverse developments. In addition, the securities of mid-capitalization companies may be more volatile and less liquid than those of large-capitalization companies.

● New/Exclusive Index Risk. This Index is exclusively licensed to Forethought Life Insurance Company for use with the Contract and other index-linked insurance policies issued by us. If the exclusive licensing agreement is not renewed, this Index may become available through other investment vehicles or may be discontinued. The Index's performance history only dates back to October 7, 2021, and, therefore, the Index has only limited historical performance. There may be less public information about this Index compared to other market indexes like the S&P 500® Price Return Index or the Nasdaq-100® Price Return Index. Inquiries regarding this Index, including requests for daily Index Values and performance history, should be directed to the Annuity Service Center.

● ESG Methodology Risk. While the UBS Climate Aware Equity Index's methodology is designed to track the performance of companies with certain climate change related and ESG characteristics, amounts you invest in an Indexed Strategy linked to the UBS Climate Aware Equity Index are NOT invested in the Index or companies comprising the Index. The assets in the Company's General Account and the Separate Account, which the Company invests to support its payment obligations under the Contract, are NOT invested based on climate change or ESG characteristics.

INDEX CAP RISK

If you allocate some or all of your Contract Value to an ~~Indexed~~Index ~~Strategy with~~Cap, anDual ~~Index~~Directional Cap or Dual Directional Trigger and Cap Indexed Strategy, your earnings may be limited by the Index Cap. The positive Index Credit resulting from a positive Index Return, if any, that may be credited to your Contract for a given Strategy Term will be subject to the Index Cap. The Index Cap does not guarantee a certain amount of Index Credit. The Index Credit for an Indexed Strategy may be less than the positive return of the Index. This is because any positive return of the Index is subject to a maximum in the form of the Index Cap. The B-share and I-share Index Caps may vary and the only guarantee is that they both will satisfy guaranteed minimums. It is important to note that an Index Cap applies for the entire Strategy Term, even when the term is longer than one year. For example, if you invest in a six -year Strategy Term with an Index Cap, regardless of how the Index performs over the course of that six -year period, the Index Cap will not be adjusted.

We benefit from the Index Cap because it limits the amount of positive Index Credit that We ~~must~~may have to credit for any Strategy Term. We set the Index Caps at Our discretion, and We may lower the Index Cap for the same Indexed Strategy in the future. You risk the possibility, subject to the minimum guaranteed Index Cap set forth in your Contract, and the “Indexed Strategies” section of this prospectus, that the Index Caps declared for a new Strategy Term may limit your Indexed Strategy returns.

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INDEX TRIGGER RATE RISK

If you allocate some or all of your Contract Value to an Index Trigger, Dual Directional Trigger or Dual Directional Trigger and Cap Indexed Strategy, your earnings may be limited by the Index Trigger Rate. Any positive Index Credit calculated using the Index Trigger Rate will equal the Index Trigger Rate, even if the Index Return was higher than the Index Trigger Rate. The Index Trigger Rate does not guarantee that you will receive a positive Index Credit. The B-share and I-share Index Trigger Rates may vary and the only guarantee is that they both will satisfy guaranteed minimums.

We benefit from the Index Trigger Rate because it limits the amount of positive Index Credit that We may have to credit for any Strategy Term. We set the Index Trigger Rates at Our discretion, and We may lower the Index Trigger Rate for the same Indexed Strategy in the future. You risk the possibility, subject to the minimum guaranteed Index Trigger Rate set forth in your Contract and the “Indexed Strategies” section of this prospectus, that the Index Trigger Rates declared for a new Strategy Term may limit your Indexed Strategy returns.

PARTICIPATION RATE, TIER PARTICIPATION RATE AND TIER LEVEL RISK

If you allocate all or some of your Contract Value to an Indexed Strategy with a Participation Rate or a Tier Participation Rate, the Participation Rate, or Tier Participation Rates and Tier Level, as applicable, may limit your participation in positive Index Return. We declare a new Participation Rate or new Tier Participation Rates and new Tier ~~Level~~ Level, as applicable, for each new Strategy Term at Our discretion. The Participation Rate, Tier Participation Rates or Tier Level for a new Strategy Term may be higher, lower or the same as the previous Strategy Term. A lower Participation Rate or Tier Participation Rates, or higher Tier Level, will reduce the amount of positive Index Return that is reflected in the Index Credit. You risk the possibility, subject to the minimum guaranteed Participation Rates and the maximum guaranteed Tier Level shown in your Contract and the "“Indexed Strategies"” section of this prospectus, that the Participation Rate or Tier Participation Rates and Tier Level, as applicable, declared for a new Strategy Term may limit your Indexed Strategy returns, and that the Tier One and Tier Two Participation Rates may be equal. The B-share and I-share Tier Participation Rates and Tier Level may vary and the only guarantee is that they both will satisfy guaranteed minimums. It is important to note that the Participation Rate, Tier Participation Rate and Tier Level applies for the entire Strategy Term, even when the term is longer than one year. For example, if you invest in a six -year Strategy Term with a Participation Rate or a Tier Participation Rate and Tier Level, regardless of how the Index performs over the course of that six -year period, the Participation Rate, Tier Participation Rate and Tier Level will not be adjusted.

DUAL DIRECTIONAL RISK

Although Dual Directional strategies may provide for positive Index Credit or Performance Credit upon a limited amount of negative Index performance, Dual Directional strategies are subject to risk of loss. The Buffer feature under these strategies provides only limited protection from negative Index Return. Your losses could be significant. See “Buffer Percentage, Floor Percentage, and Aggregate Floor Percentage Risk” below. Likewise, there is no guarantee that you will realize any investment gain under a Dual Directional strategy. Any positive Index Credit due to a positive or zero Index Return may be limited by the Index Cap or Index Trigger Rate, as applicable. See “Index Cap Risk” and “Index Trigger Rate Risk” above. In addition, for Dual Directional Cap strategies, a positive Index Credit from a negative Index Return will never be greater than the negative threshold established by the Trigger Level (Trigger Level minus 1). For Dual Directional Trigger and Dual Directional Trigger and Cap strategies, a positive Index Credit from a negative Index Return will equal the Trigger Rate.

For Dual Directional Yield strategies, on each Quarterly Anniversary during the six-year Strategy Term, including the Strategy Term end date, a Performance Credit will be applied. The Performance Credit may be positive or zero. There is no guarantee that you will receive any positive Performance Credits. The application of a positive or zero Performance Credit is based on Index performance since the beginning of the Strategy Term, not since the last Quarterly Anniversary. As such, negative Index performance during any single quarter or over multiple quarters could significantly decrease the likelihood of receiving a positive Performance Credit on any subsequent Quarterly Anniversary.

Dual Directional Yield offers upside potential only through quarterly Performance Credits. An Index Credit will be applied on the Strategy Term end date, but the Index Credit will be either zero or negative. The Index Credit will never be positive.

If you allocate some or all of your Contract Value to a Dual Directional Yield strategy, your earnings may be limited by the Performance Yield. A positive Performance Credit Rate, if any, will equal 1/4^th of the Performance Yield. Therefore, a positive Performance Credit Rate may be less than the Index return. It is important to note that the Performance Yield is an annualized amount that applies each year during the entire Strategy Term. Regardless of how the Index performs over the course of the Strategy Term, the Performance Yield will not be adjusted.

We benefit from the Performance Yield because it limits the amount of positive Performance Credits that We may have to credit for any Strategy Term. We set the Performance Yield at Our discretion, and We may lower the Performance Yield for the same Dual Directional Yield strategy in the future. You risk the possibility, subject to the minimum guaranteed Performance Yield set forth in your Contract and the “Indexed Strategies” section of this prospectus, that the Performance Yield declared for a new Strategy Term may limit your Indexed Strategy returns. The B-share and I-share Performance Yields may vary and the only guarantee is that they both will satisfy guaranteed minimums.

The amount credited to your Contract from a positive Performance Credit, if any, is immediately and automatically allocated to the Performance Credit Account. The amount credited will not increase your Strategy Contract Value or your Indexed Strategy Base for the Dual Directional Yield strategy from which the Performance Credit originated. Amounts in the Performance Credit Account do not participate in Index performance (positive or negative). The Performance Credit Account credits daily fixed interest based on rates that are set and guaranteed by the Company until the next Contract Anniversary. The effective annual interest rate will never be lower than the guaranteed minimum interest rate set forth in your Contract. You risk the possibility that We will declare an interest rate for the Performance Credit Account at the guaranteed minimum interest rate.

BUFFER PERCENTAGE, FLOOR PERCENTAGE, AND AGGREGATE FLOOR PERCENTAGE RISK

If you allocate all or some of your Contract Value to an Indexed Strategy, negative Index performance may cause the Index Credit to be negative even after the application of the Buffer Percentage, Floor Percentage or the Aggregate Floor Percentage, as applicable. This would reduce your Strategy Contract Value. Any portion of your Contract Value allocated to an Indexed Strategy will benefit from the protection afforded under either the Buffer Percentage, Floor Percentage or Aggregate Floor Percentage only for that Strategy Term. You assume the risk that you may incur a loss and that the amount of the loss may be significant, except for an Indexed Strategy with a 0% Floor Percentage where there is no investment risk of loss to you. You also risk the possibility that sustained negative Index Returns may result in zero or negative Index Credit being credited to your Strategy Contract Value over multiple Strategy Terms. If an Indexed Strategy is credited with negative Index Credit for multiple Strategy Terms, your total loss may exceed the stated limit of the Buffer Percentage, Floor Percentage or Aggregate Floor Percentage for a single Strategy Term. It is important to note that a Buffer applies for the entire Strategy Term, even when the term is longer than one year. For example, if you invest in a six year Strategy Term with a Buffer, regardless of how the Index performs over the course of that six year period, the Buffer will not be adjusted.

More specifically, at the end of a Strategy Term, you could lose up to 95% of your Contract Value in an Indexed Strategy with a 5% Buffer Percentage, up to 90% in an Indexed Strategy with a 10% Buffer Percentage, up to 85% in an Indexed Strategy with a 15% Buffer Percentage, up to 80% in an Indexed Strategy with a 20% Buffer Percentage, up to 75% in an Indexed Strategy with a 25% Buffer Percentage, or up to 20% in an Indexed Strategy with Aggregate Floor. You cannot lose Contract Value due to negative Index performance under an Indexed Strategy with a 0% Floor Percentage. You also risk the possibility that sustained negative Index Returns may result in zero or negative Index Credit being credited to your Strategy Contract Value over multiple Strategy Terms. If an Indexed Strategy is credited with negative Index Credit for multiple Strategy Terms, your total loss may exceed the stated limit of the Buffer Percentage, Floor Percentage or Aggregate Floor Percentage for a single Strategy Term. It is important to note that a Buffer applies for the entire Strategy Term, even when the term is longer than one year. For example, if you invest in a six-year Strategy Term with a Buffer, regardless of how the Index performs over the course of that six-year period, the Buffer will not be adjusted.

If you allocate all or some of your Contract Value to an Indexed Strategy with an Aggregate Floor, you will be subject to certain additional risks. At least ten days prior to the start of each Strategy Term, We will set and make available the range of applicable Index Caps. The range of Index Caps vary based on the new Aggregate Floor Percentage. However, the new Aggregate Floor Percentage will not be calculated until the end of the current Strategy Term because it is based on the recalculated Aggregate Floor. The Aggregate Floor cannot be recalculated until the Index Credit is calculated for the preceding Strategy Term. This means that your precise Index Cap (within the range), will not be known during the Reallocation Period.

The Aggregate Floor Percentage can be as low as -20%.

While your Aggregate Floor can increase due to positive Index performance from one consecutive Strategy Term to the next, such increases are limited to the greater of your Aggregate Floor for the prior Strategy Term or 80% of your Aggregate Floor Indexed Strategy Contract Value as of the end of the prior Strategy Term.

In addition, the Indexed Strategy will have a reset feature that provides the option to reset the level of Aggregate Floor Percentage to the initial Aggregate Floor Percentage during each subsequent, consecutive Strategy Term. This feature must also be elected during the Reallocation Period. Alternatively, the recalculated Aggregate Floor Percentage will apply. Exercising the reset feature does not guarantee better or worse performance than not exercising the reset feature. Negative Index performance may result in lower renewal Index Caps which would limit your upside potential in later years. While the reset feature could provide an opportunity to decrease downside exposure, it could also limit upside potential for the next Strategy Term. On the other hand, the reset feature could provide an opportunity to increase downside exposure, which would increase upside potential for the next Strategy Term.

It is important to note that because the Index Credit is not known until the end of the Strategy Term, your Aggregate Floor for the next Strategy Term will not be known at the time you must elect the reset. Your new Aggregate Floor, based on the reset, may be higher or lower than you expected. This means that you could reset your Aggregate Floor Percentage and end up locking in a lower Aggregate Floor (and the potential for greater losses) than if you had not reset. If you make a reset request during the Reallocation Period, you may elect to cancel such request prior to the end of the Reallocation Period.

RISKS RELATED TO REDUCTION OF INDEXED STRATEGY BASE DUE TO WITHDRAWALS

If you withdraw Contract Value (including withdrawals to pay advisory fees, systematic withdrawals and Required Minimum Distributions under the Contract) allocated to an Indexed Strategy prior to the end of a Strategy Term, the withdrawal will cause a reduction to your Indexed Strategy Base. When such a withdrawal is made, your Indexed Strategy Base will be immediately reduced in a proportion equal to the reduction in your Strategy Contract Value. A proportional reduction could be larger than the dollar amount of your withdrawal. Reductions to your Indexed Strategy Base will reduce any gains at the end of the Strategy Term. ~~Once~~(or, ~~your~~for ~~Indexed~~a ~~Strategy~~Dual ~~Base is~~

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Directional Yield strategy, on a Quarterly Anniversary). Once your Indexed Strategy Base is reduced due to a withdrawal, there is no way under the Contract to increase your Indexed Strategy Base during the remainder of the Strategy Term. This is because you cannot reallocate Contract Value into a Strategy Term after the Starting Index Date or make any additional Premium Payments. See "“Impact of Withdrawals from Indexed Strategies" ” for additional information about how withdrawals affect your Strategy Contract Values.

PERFORMANCE LOCK RISK

If you allocate Contract Value to an Indexed Strategy for a Strategy Term, you may manually exercise the Performance Lock feature at any time by notifying Us in a manner acceptable to usUs, prior to ~~4pm~~4:00 p.m. Eastern Time on the fourth to last Valuation Day of the Strategy Term. IfYou ~~you~~may ~~exercise~~also ~~the~~request an automatic Performance Lock ~~feature,~~based ~~your~~on ~~Strategy~~pre-established ~~Contract~~targets ~~Value~~you ~~(which~~may ~~otherwise fluctuates~~set ~~daily)~~for ~~will~~any ~~not~~Indexed beStrategy for ~~reduced~~a ~~based~~Strategy onTerm. ~~the~~By ~~Strategy~~setting ~~Interim~~a ~~Value~~target for ~~the~~an ~~remainder~~automatic ofPerformance ~~the~~Lock, ~~Strategy~~you ~~Term,~~are ~~unless~~authorizing ~~there~~Us isto automatically execute a ~~withdrawal~~Performance ~~and/or~~Lock ~~Rider~~if ~~Charges~~ and~~/or~~ ~~advisory~~when ~~fees~~that ~~are~~target ~~assessed.~~is ~~You~~reached, ~~can~~if ~~exercise~~reached during the ~~Performance~~Strategy ~~Lock~~Interim ~~feature~~Value ~~once~~calculation ~~per~~at ~~Indexed~~the ~~Strategy~~end ~~during each~~of ~~Strategy~~any ~~Term.~~Valuation ~~You~~Day ~~should~~on ~~consider~~or before the ~~following~~fourth ~~risks~~to ~~related~~last toValuation ~~the~~Day ~~Performance~~of ~~Lock~~the ~~feature:~~Strategy Term.

~~● You~~If a Performance ~~will~~Lock nois ~~longer~~exercised, ~~participate~~your Strategy Contract Value (which otherwise fluctuates daily) will be locked in but will be reduced by the dollar ~~Index's~~amount ~~performance,~~of ~~whether~~any ~~positive~~withdrawal and/or ~~negative~~Rider Charges and advisory fees assessed from your Strategy Contract Value, ~~for~~including ~~the~~any applicable ~~remainder~~Withdrawal ofCharges, ~~the~~MVA, taxes payable by Us and not previously deducted. A Performance Lock can be exercised only once per Indexed Strategy during each Strategy Term. For Strategy Terms greater than one year, on the Performance Lock Date, Strategy Contract Value will be automatically transferred to the One-Year Fixed Strategy.

● You should ~~will~~consider ~~not~~the befollowing ~~credited~~risks ~~with~~related ~~any~~to ~~Index Credit for that Indexed Strategy at~~ the ~~end~~Performance ofLock ~~the Strategy Term.~~feature:

● ~~Exercising the~~ ~~Performance~~You ~~Lock~~will ~~feature~~no ~~for~~longer anparticipate ~~Indexed~~in ~~Strategy~~the isIndex’s ~~irrevocable~~performance, whether positive or negative, for the remainder of the Strategy Term.

● ~~We use~~ ~~the~~You ~~Strategy~~will ~~Interim~~not ~~Value~~be ~~calculated~~credited atwith ~~the~~any ~~end~~Index ofCredit ~~the~~for ~~second~~that ~~Valuation~~Indexed ~~Day~~Strategy ~~after~~at Wethe ~~receive~~end ~~your~~of ~~request.~~the ~~This means you will not be able to determine in advance your "locked in"~~ Strategy ~~Contract Value~~Term, ~~and~~or itany ~~may~~Performance beCredit ~~higher~~under ora ~~lower~~Dual ~~than~~Directional itYield ~~was~~strategy atfor the ~~point~~ inremainder ~~time~~of ~~you requested~~ the ~~Performance~~Strategy ~~Lock~~Term.

●

Exercising the Performance Lock for an Indexed Strategy is irrevocable for the Strategy Term.

●

You will not know the locked-in Strategy Contract Value in advance, regardless of how Performance Lock is exercised.

●

If you submit a request to exercise Performance Lock manually, We use the Strategy Interim Value calculated at the end of the second Valuation Day after We receive your request. As a result, the locked-in Strategy Contract Value may be higher or lower than it was at the point you requested the Performance Lock.

●

If an automatic Performance Lock target is reached, We use the Strategy Interim Value calculated at the end of the second Valuation Day following the target being reached, so the locked-in Strategy Contract Value could be lower or higher than the automatic Performance Lock target you set.

●

If you exercise the Performance Lock feature at a time when your Strategy Interim Value has declined, you will lock in any loss. It is possible that you would have realized less of a loss or no loss if you exercised the Performance Lock feature at a later time or not at all.

● ~~We will~~ ~~not~~For ~~provide~~Dual ~~advice~~Directional orstrategies, ~~notify~~although ~~you~~negative ~~regarding~~Index ~~whether~~performance ~~you~~can ~~should~~result ~~exercise~~in ~~the~~positive ~~Performance~~Index ~~Lock~~Credit ~~feature~~ or ~~the~~Performance ~~optimal~~Credit ~~time~~based ~~for~~on ~~doing so.~~the Weapplicable ~~will~~Indexed ~~not~~Strategy ~~warn~~Parameters, ~~you~~ if ~~you exercise the~~ Performance Lock ~~feature~~is exercised at a ~~sub-optimal~~ time. Wewhen ~~are~~your ~~not~~Strategy ~~responsible~~Interim ~~for~~Value ~~any~~has ~~losses~~declined, ~~related to~~you ~~your~~are ~~decision~~locking ~~whether~~in orany loss. You will not toreceive ~~exercise~~any ~~the~~positive ~~Performance~~credits ~~Lock~~for ~~feature~~locking-in a loss.

●

We will not provide advice or notify you regarding whether you should exercise the Performance Lock feature or the optimal time for doing so, aside from notifying you if your pre-established target has been reached under the performance notification feature. We will not warn you if you exercise the Performance Lock feature at a sub-optimal time. We are not responsible for any losses or foregone gains related to your decision whether or not to exercise the Performance Lock feature.

●

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

See the section titled "“Performance Lock"” for additional information regarding the Performance Lock feature.

RISK THAT WE MAY ADD, REMOVE OR REPLACE AN INDEX OR INDEXED STRATEGY

We may add, remove or replace an Index or Indexed Strategy, and any particular Indexed Strategy or Index may not available during the entire time that you own your Contract. We will not replace any Index or Indexed Strategy until We obtain any regulatory approvals needed. We may replace the Index if it is discontinued, or if there is a substantial change in the calculation of the Index, or if hedging instruments become difficult to acquire or the cost of hedging becomes excessive. If We replace an Index, the performance of the new Index may differ from the original Index. This may negatively affect the Index Credit that you earn during that Strategy Term or the ~~Strategy Interim Value that you can lock-in under the Performance Lock feature.~~

We may replace an Index at any time during a Strategy Term without your approval, and you will not be permitted to reallocate your Strategy Contract Value until the end of a Strategy Term. The new Index and the replaced Index may not be similar with respect to their component securities or other instruments, although We will attempt to select a new Index that is similar to the old Index. If We replace an Index during a Strategy Term, We will calculate the Index Return using the old Index up until the replacement date. After the replacement date, We will calculate the Index Return using the new Index, using the value for new Index on the replacement date and the value of the new Index at the end of the Strategy Term. See the Index Replacement Example under "The Indices – Index Replacement" section of the prospectus. If you do not want to remain in an Indexed Strategy or exercise the Performance Lock at the time or after We replace the Index, your only option will be to surrender your Contract. Full surrenders, if made or taken during a Strategy Term, are subject to an adjustment based on the Strategy Interim Value and will be subject to Withdrawal Charges and MVAs if made within the Withdrawal Charge Period and may have negative tax consequences. At the end of the Strategy Term, you may reallocate your Strategy Contract Value to another available Indexed Strategy or to the One-Year Fixed Strategy without charge.27

Strategy Interim Value that you can lock-in under the Performance Lock feature.

We may replace an Index at any time during a Strategy Term without your approval, and you will not be permitted to reallocate your Strategy Contract Value until the end of a Strategy Term. The new Index and the replaced Index may not be similar with respect to their component securities or other instruments, although We will attempt to select a new Index that is similar to the old Index. If We replace an Index during a Strategy Term, We will calculate the Index Return using the old Index up until the replacement date. After the replacement date, We will calculate the Index Return using the new Index, using the value for new Index on the replacement date and the value of the new Index at the end of the Strategy Term. See the Index Replacement Example under “The Indices – Index Replacement” section of the prospectus. If you do not want to remain in an Indexed Strategy or exercise the Performance Lock at the time or after We replace the Index, your only option will be to surrender or annuitize your Contract, which if performed during a Strategy Term, is subject to an adjustment based on the Strategy Interim Value and may be subject to Withdrawal Charges and/or MVAs if made within the Withdrawal Charge Period and may have negative tax consequences. At the end of the Strategy Term, you may reallocate your Strategy Contract Value to another available Indexed Strategy or to the One-Year Fixed Strategy without charge.

We reserve the right to discontinue offering any Indexed Strategy for newly issued or outstanding Contracts at the end of a Strategy Term. If We discontinue offering an Indexed Strategy, you must reallocate your Strategy Contract Value to a currently available Indexed Strategy or the One-Year Fixed Strategy at the start of the next Strategy Term. If you do not provide instructions in Good Order for reallocating the Strategy Contract Value, We will reallocate the Strategy Contract Value to the One-Year Fixed Strategy. This could significantly reduce returns, as the One-Year Fixed Strategy could pay as little as the guaranteed minimum interest rate.

19For future Strategy Terms, we guarantee that the One-Year Fixed Strategy and the S&P 500 one year point-to-point w/Cap and 0% Floor Indexed Strategy will be available. The S&P 500 one year point-to-point w/Cap and 0% Floor Indexed Strategy is subject to our right of Index substitution. If you are not comfortable with the possibility that those could be the only Strategies available to you in the future, you should not buy this Contract, as we do not guarantee the availability of any other Strategies for future Strategy Terms.

If We add or remove an Indexed Strategy, the changes will not be effective for your Contract until the start of the next Strategy Term. Before purchasing a Contract, you should evaluate whether Our ability to make the changes described above, and the scope of Our ability to react to such changes, are appropriate based on your investment goals.

RISK THAT WECERTAIN STRATEGIES MAY ~~CHANGE~~ ~~THE~~BE ~~INDEX~~UNAVAILABLE ~~CAP,~~TO ~~PARTICIPATION RATE, TIER PARTICIPATION RATES OR TIER LEVEL~~YOU

~~Changes to the Index Caps, Participation Rate, Tier Participation Rates~~There orare ~~Tier~~restrictions ~~Level,~~on ~~if any, occur at~~ the ~~beginning~~strategies ofthat ~~the~~you ~~next~~may ~~Strategy~~choose ~~Term~~for investment. WeAn ~~will~~allocation ~~inform~~to ~~you~~a ofthree-year ~~the~~or ~~Index~~six-year ~~Cap,~~Indexed ~~Participation Rate, Tier~~Strategy ~~Participation~~is ~~Rates~~not orpermitted ~~Tier~~if ~~Level for~~ the ~~next~~ Strategy Term atwould ~~least~~begin ~~ten~~during ~~days~~the ~~prior~~Withdrawal toCharge ~~the~~Period ~~beginning~~and ofextend ~~each~~beyond ~~Strategy~~the ~~Term.~~end ~~You~~of dothe ~~not~~Withdrawal ~~have~~Charge ~~the~~Period. ~~right~~An allocation to ~~reject~~a ~~the~~three-year ~~Index~~or ~~Cap,~~six-year ~~Participation~~Indexed ~~Rate,~~Strategy ~~Tier~~is ~~Participation~~not ~~Rates~~permitted orif ~~Tier Level for~~ the ~~next~~ Strategy Term. Ifwould ~~you do~~extend ~~not like~~ beyond the ~~new~~Contract ~~Index~~Maturity ~~Cap,~~Date. ~~Participation~~If ~~Rate,~~Contract ~~Tier~~Value ~~Participation~~is ~~Rates~~already orallocated ~~Tier~~to ~~Level~~a ~~for~~three-year aor ~~particular~~six-year Indexed Strategy, you may ~~reallocate~~ ~~your~~not ~~Strategy~~allocate additional Contract Value to ~~another~~that ~~available~~same Indexed Strategy oruntil to the ~~One-Year~~ongoing ~~Fixed~~ Strategy ~~without~~Term ~~charge~~ends. ~~during~~ For the ~~Reallocation~~Dual ~~Period.~~Directional IfYield ~~you~~strategies, Contract doValue ~~not~~may ~~want~~be allocated to ~~invest~~either inthe ~~any~~10% ~~investment~~or ~~option~~the ~~under~~20% ~~the~~Buffer ~~Contract~~strategy, ~~your~~but ~~only~~not ~~option~~both. ~~will~~You becannot instruct Us to ~~surrender~~allocate ~~your~~ Contract. ~~Surrendering~~Value ~~your~~directly ~~Contract may cause you~~ to ~~incur~~the aPerformance ~~Withdrawal~~Credit ~~Charge,~~Account. aSome ~~negative~~Indexed ~~MVA,~~Strategies ~~and~~ may ~~have~~not ~~negative~~be ~~tax~~available ~~consequences~~through your firm.

RISK THAT WE MAY CHANGE THE INDEX CAP, PARTICIPATION RATE, INDEX TRIGGER RATE, PERFORMANCE YIELD, TIER PARTICIPATION RATES OR TIER LEVEL

Changes to the Index Caps, Participation Rates, Index Trigger Rates, Performance Yields, Tier Participation Rates or Tier Level, if any, occur at the beginning of the next Strategy Term. We will inform you of the Index Cap, Participation Rate, Index Trigger Rate, Performance Yield, Tier Participation Rates or Tier Level for the next Strategy Term at least ten days prior to the beginning of each Strategy Term. You do not have the right to reject the Index Cap, Participation Rate, Index Trigger Rate, Performance Yield, Tier Participation Rates or Tier Level for the next Strategy Term. If you do not like the new Index Cap, Participation Rate, Index Trigger Rate, Performance Yield, Tier Participation Rates or Tier Level for a particular Indexed Strategy, you may reallocate your Strategy Contract Value to another available Indexed Strategy or to the One-Year Fixed Strategy without charge during the Reallocation Period. If you do not want to invest in any investment option under the Contract, your only option will be to surrender or annuitize your Contract, which may cause you to incur a Withdrawal Charge, a negative MVA, and/or may have negative tax consequences.

OUR FINANCIAL STRENGTH AND CLAIMS-PAYING ABILITY

Our obligations under the Contract are supported by Our General Account, which includes the assets in the Separate Account, which is subject to the claims of Our creditors. As such, your Contract Value and the guarantees under the Contract, including any Index Credits, Performance Credits, Death Benefit, and Annuity Payments, are subject to Our financial strength and claims-paying ability. There is a risk that We may default on those guarantees. You may obtain information on Our financial condition by reviewing Our financial statements included in this prospectus. Additionally, information concerning Our business and operations is set forth under the section titled "“Management'’s Discussion and Analysis."”

CYBERSECURITY AND BUSINESS CONTINUITY RISK

Our business is highly dependent upon the effective operation of Our computer systems and those of Our business partners. We are vulnerable to systems failures and cyber-attacks, which may adversely affect us, your Contract, and your Contract Value. In addition to cybersecurity risks, We are exposed to the risk that natural and man-made disasters, pandemics and catastrophes may significantly disrupt Our business operations and Our ability to administer the Contract. There can be no assurance that We or Our service providers will be able to successfully avoid negative impacts associated with systems failures, cyber-attacks, or natural and man-made disasters and catastrophes. See additional company-related risks later in this prospectus under " “Risks Related to Our Business and Industry."”

THE ANNUITY CONTRACT

The Contract is an agreement between the Company and you, the Owner, designed for long-term financial goals, such as funding your retirement. Under the Contract, you can accumulate assets by investing in the Indexed Strategies or the One-Year Fixed Strategy, and you can later convert your accumulated Contract Value into a stream of income payments from Us, beginning on a date that you select. A Death Benefit may also become payable upon your death. All payments under the Contract are subject to the terms and conditions described in this prospectus.

During the Accumulation Period, you may access your money under the Contract by taking withdrawals of your Contract Value. Withdrawals may be subject to a Withdrawal Charge, MVA, negative adjustments to your Indexed Strategy Base, Strategy Interim Value and negative tax consequences. During the Annuity Period, We pay guaranteed income in the form of Annuity Payments. The Contract also has a standard and optional Death Benefit that may become payable during the Accumulation Period. The Death Benefits are not payable during the Annuity Period.

The Contract is available as a non-qualified contract, which will provide you with certain tax deferral features under the Code. The Contract is also available as a qualified contract as an IRA or Roth IRAs. If you purchase the Contract as a qualified contract, the Contract will not provide you tax benefits in addition to those already provided by your IRA or Roth IRA.

STATE VARIATIONS

This prospectus describes the material rights and obligations under the Contract. Certain provisions of the Contract may be different from the general description in this prospectus due to variations required by state law. Please see Appendix A for a listing of state variations that apply to the Contract. Any state variations will be included in your Contract.

OWNER

The Owner may exercise all ownership rights under the Contract. A single Owner may be a non-natural person, such as a trust. The Contract Owner must not be older than age 85 (the "“maximum Issue Age"”) on the date the Contract application is received in Good Order at Our Annuity Service Center. A non-qualified Contract may be owned by joint Owners. Each joint Owner has equal ownership rights and must exercise those rights jointly. Only two Owners are allowed per Contract. An Owner who is a non-natural person (e.g., a corporation or trust) may not name a joint Owner. In the case of joint Owners, each Owner alone may exercise all rights, options and privileges except with respect to a surrender, a withdrawal, a selection of an annuity option, a change of Beneficiary, a change of ownership and assignment.

ASSIGNMENTS AND CHANGES TO OWNERSHIP

You may request to assign or transfer your rights under the Contract by sending Us a signed and dated request. We will not be bound by an assignment until We acknowledge it. To the extent allowed by 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, including a transfer of ownership, which is an absolute assignment. If you assign your benefits, the Death Benefit amount may be adjusted. See the section titled "“Death Benefit."”

Unless you specify otherwise, an assignment or transfer is effective as of the date you signed the notice of change. However, We are not responsible for any legitimate actions (including payments) that We take under the Contract prior to receiving the notice. We are not responsible for the validity of any assignment or transfer. To the extent allowed by law, payments under the Contract are not subject to legal process for the claims of creditors.

An IRA, Roth IRA, or any other Contract may not be assigned except as permitted by the Code.

Use care when naming joint Owners, assigning your Contract or making any changes to the ownership of your Contract. Assigning your Contract and changing ownership may have tax implications. Consult your financial professional or tax advisor if you have questions.

ANNUITANT

You name the initial Annuitant and any joint Annuitant on your Contract application. Any Annuitant must be a natural person, and joint Annuitants are not permitted on a qualified Contract or a Contract owned by a non-natural person. For IRAs, the Owner and Annuitant must be the same individual unless a custodian has been named. At any time prior to the Annuity Commencement Date, you may change the Annuitant by sending Us a request that is in Good Order. If the Contract is not owned by a non-natural person (e.g., a trust), the Annuitant may not be changed and the Annuitant must not be older than age 85 (the Owner'’s maximum Issue Age for this Contract). Unless you specify otherwise, a change in Annuitant is effective as of the date you signed the notice of change. However, We are not responsible for any legitimate actions that We take under the Contract (including payments) prior to receiving the notice.

BENEFICIARY

The Beneficiary is the person(s) or entity (or entities) entitled to receive any Death Benefit paid under the Contract, as described ~~in the section titled "Death Benefit." You name the initial~~ ~~Beneficiary (or Beneficiaries) on your Contract application and you may change a Beneficiary at any time by sending Us a request~~ in Good Order. If your Beneficiary designation was established as being irrevocable, the Beneficiary must consent in writing to any change. A new Beneficiary designation revokes any prior designation and is effective when signed by you and in Good Order. We are not responsible for the validity of any Beneficiary designation or for any actions We may take under the Contract (including payments) prior to receiving a request to change a Beneficiary.

the section titled “Death Benefit.” You name the initial Beneficiary (or Beneficiaries) on your Contract application and you may change a Beneficiary at any time by sending Us a request in Good Order. If your Beneficiary designation was established as being irrevocable, the Beneficiary must consent in writing to any change. A new Beneficiary designation revokes any prior designation and is effective when signed by you and in Good Order. We are not responsible for the validity of any Beneficiary designation or for any actions We may take under the Contract (including payments) prior to receiving a request to change a Beneficiary.

PURCHASING THE CONTRACT

You may purchase the Contract by completing an application and submitting a minimum Premium Payment of $25,000. The Contract Owner, or Annuitant if the Owner is a non-natural person, must not be older than age 85 (the "“maximum Issue Age"”) on the date the Contract application is received in Good Order at Our Annuity Service Center. Only one Premium Payment is allowed under the Contract. For IRAs and Roth IRAs, because the minimum Premium Payment We accept exceeds the annual contribution limits for IRAs and Roth IRAs, your initial Premium Payment must include a rollover contribution.

We reserve the right to refuse any Premium Payment that exceeds $1 million ($500,000 for ages 81 and older) and any Premium Payment that, when aggregated with previous Premium Payments made to other Contracts issued by the Company, exceeds $1 million ($500,000 for ages 81 and older) Further, We reserve the right to refuse any Premium Payment that does not meet Our minimum Premium Payment requirements, is not in Good Order, or is otherwise contrary to law. We also reserve the right to refuse any application. If We refuse your application, We will return your Premium Payment to you.

Two share classes are available under this prospectus. The B-share class is available through registered broker-dealers that charge sales commissions. The I-share class is available through registered investment advisers (RIAs) that charge an advisory fee. You may elect to have an annual advisory fee up to 1.50% of the Contract Value deducted from the Contract.

ALLOCATING YOUR PREMIUM PAYMENT

You must specify in your Contract application how We should allocate your Premium Payment (by percentage) among the One-Year Fixed Strategy and the Indexed Strategies available at the time you purchase the Contract. Allocations to Indexed Strategies and the One-Year Fixed Strategy are subject to a minimum of $2,500 or 10% of the Premium Payment, whichever is greater.

RIGHT TO EXAMINE

If for any reason you are not satisfied with your Contract, simply return it within 10 days after you receive it if the Contract is not a replacement, or within 30 days after you receive it if the Contract is a replacement, with a written request for cancellation that indicates your tax-withholding instructions. In some states, you may be allowed more time to cancel your Contract. We may require additional information, including a signature guarantee, before We can cancel your Contract. If you cancel your Contract during this period, We will issue a refund as required by applicable state law.

Unless otherwise required by state law, We will process your refund within two Valuation Days from the Valuation Day that We receive your properly completed request to cancel in Good Order and will refund the Contract Value (which may be inclusive of any adjustments for Strategy Interim Value) plus any rider fees deducted from the Premiums or imposed under the Contract during the period you owned the Contract. Any Withdrawal Charge and MVA assessed previously during the Right to Examine Period, due to any withdrawals, will be retained by the Company. We will not assess any Withdrawal Charges and MVA at the time you exercise your right to examine. The Contract Value may be more or less than your Premium Payments depending upon the investment performance of your Contract. If We receive your request in Good Order on a day that is not a Valuation Day or after close of the Valuation Day, We will treat it as if it was received on the following Valuation Day. This means that you bear the risk of any decline in your Contract Value until We receive your notice of cancellation at Our Annuity Service Center. In certain states, however, We are required to return your Premium Payment without deduction for any rider fees, Withdrawal Charges, MVAs or market fluctuations due to the Strategy Interim Value less withdrawals you have taken. Please refer to Appendix A for state variations.

AVAILABLE STRATEGIES

Under the Contract, you may allocate your Premium Payment among the One-Year Fixed Strategy and Indexed Strategies available for the initial Strategy Term. You may only reallocate your Contract Value for subsequent Strategy Terms by providing reallocation instructions during the Reallocation Period. ~~The requested reallocation~~(~~s) will be processed at the end of the Strategy Term. (~~See "“Reallocation Period"”).

Currently, the Contract offers a One-Year Fixed Strategy and several Indexed Strategies. ~~The~~There ~~One-Year~~is ~~Fixed~~also ~~Strategy credits compound interest at~~ a ~~guaranteed~~Performance ~~rate. The Index~~ Credit ~~for~~Account, ~~each Indexed Strategy~~but it is ~~linked~~used toexclusively ~~the~~in ~~performance~~connection ofwith ~~the~~Dual ~~Index,~~Directional ~~subject~~Yield tostrategies. ~~the~~You ~~type~~cannot ofinstruct ~~Indexed~~Us ~~Strategy~~to asallocate ~~described~~Contract ~~below. The Index Credit for any Indexed~~Value ~~Strategy~~directly ~~may~~to bethe ~~positive,~~Performance ~~negative,~~Credit ~~or equal to zero~~Account.

The One-Year Fixed Strategy and Performance Credit Account credit compound interest at a guaranteed rate.

The Index Credit or Performance Credit for each Indexed Strategy is linked to the performance of the Index, subject to the type of Indexed Strategy as described below.

STRATEGY TERM

Each Strategy Term is one year, three years or six years and may vary based on the Indexed Strategy, if applicable. The initial Strategy Term begins on your Issue Date. Each subsequent Strategy Term begins at the end of the prior Strategy Term. If the Starting Index Date or the Ending Index Date of a Strategy Term is not a Valuation Day, the Starting Index Date or Ending Index Date will be the prior Valuation Day.

ONE-YEAR FIXED STRATEGY

The One-Year Fixed Strategy credits compound interest based on rates that are set and guaranteed by the Company. Any portion of your Contract Value allocated to the One-Year Fixed Strategy for a Strategy Term will be credited with the interest rate established for that Strategy Term. This rate will apply for the entire Strategy Term. The interest rate for the One-Year Fixed Strategy for your initial Strategy Term will be set forth in your Contract. At the conclusion of the Strategy Term, We will declare the interest rate at least ten days prior to the end of the Strategy Term for the next Strategy Term.

The effective annual interest rate for any Strategy Term will never be lower than the guaranteed minimum interest rate set forth in your Contract. This rate will not be less than .50% during the Withdrawal Charge Period (WCP) and no less than .10% after the Withdrawal Charge Period and is guaranteed to be a rate not less than the minimum interest rate allowed by state law. The effective annual interest rate represents the rate of daily compounded interest over a 12-month period. You risk the possibility that We will declare an interest rate for the One-Year Fixed Strategy at the guaranteed minimum interest rate.

PERFORMANCE CREDIT ACCOUNT

The amount credited to your Contract from a positive Performance Credit, if any, is immediately and automatically allocated to the Performance Credit Account. The Performance Credit Account is funded only through Performance Credits originating from a Dual Directional Yield strategy; you cannot allocate directly to the Performance Credit Account. Withdrawals from the Performance Credit Account are not subject to a Withdrawal Charge or MVA. Such withdrawals do not reduce the Free Withdrawal Amount remaining for the Indexed Strategies and the One-Year Fixed Strategy.

The Performance Credit Account credits daily fixed interest based on rates that are set and guaranteed by the Company. This rate will apply until the next Contract Anniversary. The interest rate for the Performance Credit Account will be set forth in your Contract. At least ten days prior to the next Contract Anniversary, We will declare the interest rate for the next Contract Year. The effective annual interest rate will never be lower than the guaranteed minimum interest rate set forth in your Contract. This rate will not be less than .10% and is guaranteed to be a rate not less than the minimum interest rate allowed by state law. You risk the possibility that We will declare an interest rate for the Performance Credit Account at the guaranteed minimum interest rate.

We will offer the Performance Credit Account for so long as We are offering a Dual Directional Yield strategy. If We make a Dual Directional Yield strategy unavailable, Performance Credits applied during an ongoing Strategy Term will continue to be allocated to the Performance Credit Account, and any Performance Credit Account Value may remain in the Performance Credit Account until withdrawn, reallocated, or annuitized.

INDEXED STRATEGIES

Each Indexed Strategy includes the following elements to calculate the Index Credit:

●

An Index;

● A " “Point-to-Point"” crediting method;

● An Index Cap, Participation Rate, orIndex Trigger Rate, Trigger Level, Tier Participation Rates and Tier Level, Performance Trigger, and/or Performance Yield as applicable; and

●

Either an Aggregate Floor Percentage, Floor Percentage or Buffer Percentage.

22The below Indexed Strategies are available under the Contract (subject to state or firm variations).

~~The below Indexed Strategies are available under the Contract (subject to state or firm variations). The six year Indexed Strategies are only available on the Issue Date.~~ 32

Strategy Term

Crediting Method

~~Crediting Method~~Index

Buffer

~~Index~~Floor

Maximum Potential Market Loss(1)

~~Buffer~~Trigger Level / Performance Trigger

~~Floor~~

~~Maximum Potential Market Loss(1)~~

~~Minimum Cap~~

~~Minimum Guaranteed Participation Rate~~

~~Maximum Guaranteed Tier Level~~

During WCP

Post- WCP

During WCP

Post- WCP

During WCP

Post- WCP

1-Year

Index Cap with Buffer

S&P 500, Nasdaq 100

10%, 15%, 20%

N/A

All Contract Value in excess of the Buffer

N/A

1-Year

Index Cap with Aggregate Floor

~~Index~~S&P ~~Cap with Buffer~~500

N/A

~~S&P 500~~-20%, ~~Nasdaq 100, Fidelity U.S. Corporate Strength, Franklin US Equity, UBS Climate Aware Equity~~-0%

All Contract Value up to the Floor

~~10%~~N/A

~~N/A~~

~~All Contract Value in excess of the Buffer~~

~~1.00%~~

~~0.50%~~

~~N/A~~

1-Year

Index Cap with Floor

~~Index~~S&P ~~Cap with Buffer~~500

N/A

~~S&P 500, Nasdaq 100,~~0%

All Contract Value up to the Floor

~~20%~~N/A

~~N/A~~

~~All Contract Value in excess of the Buffer~~

~~1.00%~~

~~0.50%~~

~~N/A~~

1-Year

Participation Rate with Buffer

~~Index~~S&P ~~Cap~~500, ~~with~~Nasdaq ~~Aggregate Floor~~100

10%

~~S&P 500~~N/A

All Contract Value in excess of the Buffer

N/A

~~-20% - 0%~~

~~All Contract Value up to the Floor~~

~~1.00%~~

~~0.50%~~

~~N/A~~

1-Year

Index Trigger with Buffer

~~Index~~S&P ~~Cap~~500, ~~with~~Nasdaq ~~Floor~~100

10%, 15%, 20%

~~S&P 500~~N/A

All Contract Value in excess of the Buffer

N/A

~~All Contract Value up to the Floor~~

~~1.00%~~

~~0.50%~~

~~N/A~~

1-Year

Dual Directional Cap with Buffer

~~Participation~~S&P ~~Rate~~500, ~~with~~Nasdaq ~~Buffer~~100

10%

~~S&P 500, Nasdaq 100, Fidelity U.S. Corporate Strength, Franklin US Equity, UBS Climate Aware Equity~~N/A

All Contract Value in excess of the Buffer

1090%

~~N/A~~

~~All Contract Value in excess of the Buffer~~

~~N/A~~

~~10%~~

~~N/A~~

6-Year

Index Cap with Buffer

S&P 500, Fidelity U.S. Corporate Strength, Franklin US Equity, UBS Climate Aware Equity

20%

N/A

All Contract Value in excess of the Buffer

1.00%

N/A

1-Year

Dual Directional Cap with Buffer

S&P 500, Nasdaq 100

15%

N/A

All Contract Value in excess of the Buffer

85%

6-Year

Participation Rate with Buffer

S&P 500, Fidelity U.S. Corporate Strength, Franklin US Equity, UBS Climate Aware Equity

20%

N/A

All Contract Value in excess of the Buffer

N/A

10%

N/A

1-Year

Dual Directional Cap with Buffer

S&P 500, Nasdaq 100

20%

N/A

All Contract Value in excess of the Buffer

80%

6-Year

Tier Participation Rate with Buffer

S&P 500

5%, 10%

N/A

All Contract Value in excess of the Buffer

N/A

10%

N/A

30%

N/A

1-Year

Dual Directional Trigger with Buffer

S&P 500, Nasdaq 100

10%

N/A

All Contract Value in excess of the Buffer

90%

1-Year

Dual Directional Trigger with Buffer

S&P 500, Nasdaq 100

20%

N/A

All Contract Value in excess of the Buffer

80%

3-Year

Index Cap with Buffer

S&P 500

10%, 15%, 20%

N/A

All Contract Value in excess of the Buffer

N/A

3-Year

Participation Rate with Buffer

S&P 500

10%, 15%, 20%

N/A

All Contract Value in excess of the Buffer

N/A

3-Year

Index Trigger with Buffer

S&P 500

10%, 15%, 20%

N/A

All Contract Value in excess of the Buffer

N/A

6-Year

Index Cap with Buffer

S&P 500

15%, 20%, 25%

N/A

All Contract Value in excess of the Buffer

N/A

6-Year

Participation Rate with Buffer

S&P 500

15%, 20%, 25%

N/A

All Contract Value in excess of the Buffer

N/A

6-Year

Tier Participation Rate with Buffer

S&P 500

5%, 10%

N/A

All Contract Value in excess of the Buffer

N/A

6-Year

Dual Directional Cap with Buffer

S&P 500

15%

N/A

All Contract Value in excess of the Buffer

85%

6-Year

Dual Directional Cap with Buffer

S&P 500

20%

N/A

All Contract Value in excess of the Buffer

80%

6-Year

Dual Directional Cap with Buffer

S&P 500

25%

N/A

All Contract Value in excess of the Buffer

75%

6-Year

Dual Directional Trigger and Cap with Buffer

S&P 500

15%

N/A

All Contract Value in excess of the Buffer

85%

6-Year

Dual Directional Trigger and Cap with Buffer

S&P 500

20%

N/A

All Contract Value in excess of the Buffer

80%

6-Year

Dual Directional Trigger and Cap with Buffer

S&P 500

25%

N/A

All Contract Value in excess of the Buffer

75%

6-Year

Dual Directional Yield with Buffer

S&P 500

10%

N/A

All Contract Value in excess of the Buffer

90%

6-Year

Dual Directional Yield with Buffer

S&P 500

20%

N/A

All Contract Value in excess of the Buffer

80%

(1)

When invested in the Buffer strategies, it is possible to lose your entire principal investment and any earnings over the life of your Contract. However, when invested in Floor strategies the maximum amount you can lose is limited to the Contract Value up to the Floor.

We reserve the right to add, remove or replace any Indexed Strategy in the future, subject to necessary regulatory approvals and amendment of the prospectus. The One-Year Fixed Strategy and the S&P 500 one year point-to-point with Cap and 0% Floor will be available for the life of your Contract. The 0% Floor Indexed Strategy permits a positive Index Credit and provides full protection against any negative Index Returns. Any changes to the Index Caps, Participation Rates, Tier Participation Rates or Tier Level occur at the start of the next Strategy Term. If We add or remove an Indexed Strategy, the changes will not be effective for your Contract until the start of the next Strategy Term. 33

23We set the Index Cap, Participation Rate, Index Trigger Rate, Performance Yield, and/or Tier Level and Tier Participation Rates, as applicable, for each Indexed Strategy at least ten days prior to the beginning of the Strategy Term. These rates for the initial Strategy Term will be shown in your Contract for strategies to which you have allocated premium. We may change these rates for each new Strategy Term. In no event will an Index Cap, Participation Rate, Index Trigger Rate or the Tier Participation Rates be lower than the minimum guaranteed Index Cap or Participation Rate stated in your Contract or in the table below. The B-share and I-share Index Caps, Trigger Rates, Performance Yields and Participation Rates may vary and the only guarantee is that they will satisfy guaranteed minimums.

The Floor Percentage, Trigger Level, Performance Trigger, initial Aggregate Floor Percentage and Buffer Percentage for currently available Indexed Strategies, as well as the Trigger Level for currently available Dual Directional Cap, Dual Directional Trigger, and Dual Directional Cap & Trigger Indexed Strategies cannot be changed after the Issue Date. The Aggregate Floor Percentage is determined at the start of each Strategy Term.

It is important to note that Indexed Strategy Parameters apply for the entire Strategy Term, even when the term is longer than one year. For example, if you invest in a six-year Strategy Term with an Index Cap and a Buffer, regardless of how the Index performs over the course of that six-year period, the Index Cap and the Buffer will not be adjusted.

The following table includes the guarantees to which We are subject when declaring new rates for the upside crediting methods for the currently-available Indexed Strategies:

Strategy Term	Crediting Method	Minimum Index Cap		Minimum Guaranteed Participation Rate		Maximum Guaranteed Tier Level		Minimum Trigger Rate		Minimum Performance Yield
Strategy Term	Crediting Method	During WCP	Post- WCP	During WCP	Post- WCP	During WCP	Post- WCP	During WCP	Post- WCP	During WCP	Post- WCP
1-Year	Index Cap with Buffer	1.00%	0.50%	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
1-Year	Index Cap with Aggregate Floor	1.00%	0.50%	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
1-Year	Index Cap with Floor	1.00%	0.50%	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
1-Year	Participation Rate with Buffer	N/A	N/A	10%	10%	N/A	N/A	N/A	N/A	N/A	N/A
1-Year	Index Trigger with Buffer	N/A	N/A	N/A	N/A	N/A	N/A	1.00%	0.50%	N/A	N/A
1-Year	Dual Directional Cap with Buffer	1.00%	0.50%	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
1-Year	Dual Directional Trigger with Buffer	N/A	N/A	N/A	N/A	N/A	N/A	1.00%	0.50%	N/A	N/A
3-Year	Index Cap with Buffer	1.00%	0.50%	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
3-Year	Participation Rate with Buffer	N/A	N/A	10%	10%	N/A	N/A	N/A	N/A	N/A	N/A
3-Year	Index Trigger with Buffer	N/A	N/A	N/A	N/A	N/A	N/A	1.00%	0.50%	N/A	N/A
6-Year	Index Cap with Buffer	1.00%	0.50%	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
6-Year	Participation Rate with Buffer	N/A	N/A	10%	10%	N/A	N/A	N/A	N/A	N/A	N/A
6-Year	Tier Participation Rate with Buffer	N/A	N/A	10%	10%	30%	30%	N/A	N/A	N/A	N/A
6-Year	Dual Directional Cap with Buffer	1.00%	0.50%	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
6-Year	Dual Directional Trigger and Cap with Buffer	1.00%	0.50%	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
6-Year	Dual Directional Yield with Buffer	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	1.00%	0.50%

We reserve the right to add, remove or replace any Indexed Strategy in the future, subject to necessary regulatory approvals and

amendment of the prospectus. The One-Year Fixed Strategy and the S&P 500 one year point-to-point with Index Cap and 0% Floor will be available for the life of your Contract. The 0% Floor Indexed Strategy permits a positive Index Credit and provides full protection against any negative Index Returns. Any changes to the Index Caps, Participation Rates, Index Trigger Rate or Performance Yields, Tier Participation Rates or Tier Level occur at the start of the next Strategy Term. If We add or remove an Indexed Strategy, the changes will not be effective for your Contract until the start of the next Strategy Term.

If We discontinue offering an Indexed Strategy, you must reallocate your Strategy Contract Value to a currently available Indexed Strategy at the start of the next Strategy Term. If you do not provide instructions in Good Order for reallocating the Strategy Contract Value, We will reallocate the Strategy Contract Value to the One-Year Fixed Strategy. This could significantly reduce returns, as the One-Year Fixed Strategy could pay as little as the guaranteed minimum interest rate.

RESTRICTIONS ON INDEXED STRATEGY SELECTION

There are restrictions on the Indexed Strategies you may select for investment:

●

An allocation to a three-year or six-year Indexed Strategy is not permitted if the Strategy Term would begin during the Withdrawal Charge Period and extend beyond the end of the Withdrawal Charge Period.

●

An allocation to a three-year or six-year Indexed Strategy is not permitted if the Strategy Term would extend beyond the Contract Maturity Date.

●

If Contract Value is already allocated to a three-year or six-year Indexed Strategy, you may not allocate additional Contract Value to that same Indexed Strategy until the ongoing Strategy Term ends.

●

For the Dual Directional Yield strategies, Contract Value may be allocated to either the 10% or the 20% Buffer strategy, but not both.

THE INDICES

[To be ~~updated~~update by Amendment]

The Contract currently offers Indexed Strategies that are linked to the below Indices. All indices are price-return indices that do not reflect dividends ~~paid~~or ~~with~~distributions ~~respect~~by toan ~~underlying~~Index’s ~~securities~~component companies.

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 U.S. 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 the index.

The selection and weighting of securities for the Index is fully rules-based, and the index administrator cannot make any discretionary decisions.

Nasdaq-100^®Price Return Index

The Nasdaq-100^® Price Return Index includes 100 of the largest domestic and international non-financial companies listed on The NASDAQ Stock Market. The Index includes equities of companies across major industry groups including computer hardware and software, telecommunications, and retail/wholesale trade and biotechnology. It does not contain securities of financial companies including investment companies. As of December 31, 2022, the Index was comprised of 100 companies with market capitalizations ranging from $11.86 billion to $2.07 trillion.

The selection and weighting of securities for the Index is fully rules-based, and the index administrator cannot make any discretionary decisions.

The Index'’s performance does not reflect any dividends or distributions paid by the component companies.

The index provider for this Index is Nasdaq, Inc. and its affiliates. Nasdaq Inc. and its affiliates are not affiliated with the Company.

Fidelity U.S. Corporate Strength Index

The Fidelity U.S. Corporate Strength Index is designed to provide investment exposure to large and medium sized U.S. companies based on stock selection models designed by Fidelity. As of December 31, 2022, the Index was comprised of 110 stocks of companies with market capitalizations ranging from $2 billion to $2,038 billion.

The selection and weighting of securities for the Index is fully rules-based, and the index administrator cannot make any discretionary decisions.

The components of the Index are selected from the top 1000 U.S. stocks based on market capitalization. From that universe, the Index selects stocks within each industry sector that have favorable scores with respect to two selection models focusing on fundamental strength and dividends.

● The fundamental strength model seeks to identify companies with strong financial characteristics, analyzing factors related to earnings, sales growth, return on invested capital, cash flows, debt, and short interest.

● The dividends model seeks to identify companies with high and consistent dividends, analyzing factors related to dividend yield, dividend payout ratio, and dividend growth.

The Index is reconstructed and rebalanced on a semi-annual basis in accordance with the Index's rules-based methodology. The selected stocks are weighted based on market-capitalization, subject to the Index's rules-based constraints. The Index's performance does not reflect any dividends or distributions paid by the component companies.

The Index is administered by Fidelity Product Services LLC. Fidelity Product Services LLC is not affiliated with the Company.

The Index is exclusively licensed to Forethought Life Insurance Company for use with the Contract and other index-linked insurance policies issued by us. The Index is new; it does not have a performance history that pre-dates the offering of the Contract. Inquiries regarding this Index should be directed to the Annuity Service Center.

Franklin U.S. Equity Index

The Franklin U.S. Equity Index is designed to provide investment exposure to large U.S. companies based on an investment methodology designed by Franklin Templeton. As of December 31, 2022, the Index was comprised of 252 stocks of companies with market capitalizations ranging from $2.17 billion to $2.06 trillion.

The selection and weighting of securities for the Index is fully rules-based, and the index administrator cannot make any discretionary decisions.

The components of the Index are selected from the Russell 1000® Index. The Russell 1000® Index is designed to measure the performance of large capitalization stocks in the U.S. It includes approximately 1,000 of the largest issuers included in the Russell 3000® Index, which is designed to measure the performance of the entire U.S. stock market.

The Index is designed to achieve a lower level of risk and higher risk-adjusted performance than the Russell 1000® Index over the long term by applying a multi-factor selection process, which is designed to select stocks from the Russell 1000® Index that have favorable scores with respect four investment style factors – quality, value, momentum, and low volatility.

● The "quality" factor incorporates measurements such as return on equity, earnings variability, cash return on assets, and leverage.

● The "value" factor incorporates measurements such as price to earnings, price to forward earnings, price to book value, and dividend yield.

● The "momentum" factor incorporates measurements such as 6-month risk adjusted price momentum and 12-month risk-adjusted price momentum. Momentum investing generally seeks to capitalize on positive trends in the returns of financial instruments.

● The "low volatility" factor incorporates measurements such as historical beta (i.e., a measure of the volatility of a security relative to the total market).

The Index is reconstructed and rebalanced on a semi-annual basis in accordance with the Index's rules-based methodology. The component securities of the Russell 1000® Index with the top 25% investment style factor scores will be selected for inclusion in the Index. The selected securities are weighted based on their market capitalization and investment style factor scores, subject to the Index's rules-based constraints. No company shall be weighted to comprise more than 1% of the Index. The Index is also constrained in its construction to limit turnover of component securities at each semi-annual reconstruction. Securities that are affiliated with Franklin Templeton by either a direct or indirect aggregate shareholding of greater than 20% are excluded from the Index.

The Index's performance does not reflect any dividends or distributions paid by the component companies.

The Index is calculated and maintained by FTSE Russell which aims to reflect the performance of a Franklin Templeton strategy. Neither FTSE Russell nor Franklin Templeton is affiliated with the Company.

UBS Climate Aware Equity Index

The UBS Climate Aware Equity Index is designed to provide investment exposure to the long-term transition to a low carbon and climate resilient economy. The Index is weighted and includes equity securities of large and medium sized US companies. As of December 30, 2022, the Index was comprised of 285 companies with market capitalizations ranging from $2 billion to $2.1 trillion.

The companies included in the Index are selected and weighted based on criteria related to climate change, including carbon emissions, coal energy, fossil fuel reserves, renewable energy, emissions trajectories, and severe weather events. The Index also excludes companies involved or alleged to be involved in activities that breach other environmental, social, and governance (ESG) criteria. The Index's performance does not reflect any dividends or distributions paid by the component companies.

The Index is reconstructed and rebalanced on a semi-annual basis. The securities included in the Index are selected from the Solactive GBS United States Large & Mid Cap Index (the "Parent Index"). The Parent Index is designed to track the performance of the large and mid-cap segment covering approximately the largest 85% of the free-float market capitalization of U.S. companies.

The selection and weighting of securities for the Index is fully rules-based, and the index administrator cannot make any discretionary decisions. Stocks are selected from the Parent Index and weighted in accordance with the following four step process:

● First, climate scores are assigned to each company in the Parent Index based on numerous factors related to climate change. Companies' scores will be negatively impacted by greater reliance on carbon emissions, coal energy, and fossil fuel reserves. A company's scores may also be negatively impacted if it is at higher risk of severe weather events related to climate change. Companies' scores will be positively impacted by greater investments in renewable energy and likelihood of achieving emissions targets.

● Second, the companies' climate scores are compared, and the laggards within each industry category are excluded from further consideration. For companies that are currently components of the Index, the threshold for exclusion is 20th percentile. For companies that are not currently components of the Index, the threshold for exclusion is 40th percentile. For any industry category with fewer than five companies in the Parent Index, the threshold for exclusion is the respective sector average.

● Third, any remaining company will be excluded if it breaches certain ESG criteria, including the following:

o The company has more than 10% revenue from coal mining, coal power generation, and/or oil sands extraction;

o The company has a verified failure to respect certain established norms, or has been involved in controversies, related to the environment, human rights, corruption, or labour rights.

o The company has verified or alleged ongoing involvement in controversial weapons research (e.g., chemical, biological, and nuclear weapons).

o The company generates revenue from tobacco cultivation and production.

o The company has a significant negative impact on sustainable development goals for the environment related to responsible consumption and production, climate action, life below water, or life on land.

● Fourth, the remaining companies are included in the Index and assigned a weighting in accordance with its rules-based methodology taking into account climate and ESG scores relative to the Parent Index, weight deviations from the Parent Index, weight caps, and weight floors.

The Index is administered by Solactive AG and was designed by Solactive AG in conjunction with UBS. Solactive AG's application of rules related to climate change and other ESG criteria are based on data provided by Institutional Shareholder Services Inc. Neither Solactive AG, UBS, nor Institutional Shareholder Services Inc. is affiliated with the Company.

The Index is exclusively licensed to Forethought Life Insurance Company for use with the Contract and other index-linked insurance policies issued by us. The Index's performance history only dates back to October 7, 2021, and, therefore, the Index has only limited historical performance. Inquiries regarding this Index should be directed to the Annuity Service Center.

While the UBS Climate Aware Equity Index's methodology is designed to track the performance of companies with certain climate change related and ESG characteristics, amounts you invest in an Indexed Strategy linked to the UBS Climate Aware Equity Index are NOT invested in the Index or companies comprising the Index. The assets in the Company's General Account and the Separate Account, which the Company invests to support its payment obligations under the Contract, are NOT invested based on climate change or ESG characteristics.

Index Replacement. We may replace the Index if it is discontinued, or if there is a substantial change in the calculation of the Index, or if hedging instruments become difficult to acquire or the cost of hedging becomes excessive. We may do so at the end of a Strategy Term or during a Strategy Term. We will notify you at least 30 days before We replace an Index, or if not possible, as soon as reasonably practical.

If We replace an Index, We will attempt to select a new Index that is similar to the old Index. In making this evaluation, We will look at factors such as asset class, Index composition, strategy or methodology inherent to the Index and Index liquidity. If We replace an Index during a Strategy Term, We will calculate the Index Return using the old Index up until the replacement date. After the replacement date, We will calculate the Index Return using the new Index, using the value for new Index on the replacement date and the value of the ~~index~~Index at the end of the Strategy Term.

Index Replacement Example. This example is intended to show how We would calculate the Index Return during a Strategy Term in which an Index was replaced.

Index Return from the Starting Index Date until the replacement date for old Index
Old Index Value on the Starting Index Date	100
Old Index Value on replacement date	103
Old Index Value on the replacement date	103
Index Return for old Index on replacement date	(103 / 100) – 1 = 3%
This 3% Index Return on the replacement date is then used to calculate the Index Return

This 3% Index Return on the replacement date is then used to calculate the Index Return.

Index Return from the replacement date until the Ending Index Date for the new Index
New Index Value on the replacement date	100
New Index Value on the Ending Index Date	105
Index Return for new Index on replacement date	(105 / 100) – 1 = 5%
The Index Return calculation for that Strategy Term is then based on the change of both the old and new Index. The Index Return in this Strategy Term would be 8.15% [(1 + 3%) * (1 + 5%)].

26Additional information about the Index, including disclaimers, may be found in Appendix K. The investment risks associated with the Indices are discussed under the section titled “Index Risk.”

Index Return from the replacement date until the Ending Index Date for new Index
New Index Value on the replacement date	100
New Index Value on the Ending Index Date	105
Index Return for new Index on replacement date	(105 / 100) – 1 = 5%

The Index Return calculation for that Strategy Term is then based on the change of both the old and new Index. The Index Return in this Strategy Term would be 8.15% [(1 + 3%) * (1 + 5%)].

Additional information about the Index, including disclaimers, may be found in Appendix I. The investment risks associated with the Indices are discussed under the section titled "Index Risk."

STRATEGY CONTRACT VALUE

The Strategy Contract Value is the amount of your investment in an Indexed Strategy to which you allocate Contract Value and will reflect the portion of your Contract Value ~~attributable~~in to that Indexed Strategy at any given time. If you allocate Contract Value to more than one Indexed Strategy for a Strategy Term, you will have a separate Strategy Contract ~~Values~~Value for each Indexed Strategy in which you invested.

If you do not exercise the Performance Lock feature during a Strategy Term, your Strategy Contract Value for an Indexed Strategy will be calculated at the close of each Valuation Day of the Strategy Term as follows:

●

On the first day of the Strategy Term, the Strategy Contract Value will equal the Indexed Strategy Base for that Indexed Strategy.

● On each Valuation Day thereafter ~~and~~ prior to the last ~~Valuation~~day, ~~Day~~ the Strategy Contract Value on a given Valuation Day will equal the Strategy Interim Value, which We calculate at the close of each such Valuation Day.

●

The Strategy Interim Value is used to calculate amounts available for surrender, partial withdrawal (including withdrawals to pay advisory fees, systematic withdrawals and RMDs), annuitization and any payment of a Death Benefit that is taken from an Indexed Strategy, as well as for the Performance Lock feature. We also use the Strategy Interim Value to determine how much the Indexed Strategy Base is reduced following a partial withdrawal.

While Index performance is one factor that impacts your Strategy Interim Value, the Strategy Interim Value is not tied directly to the performance of the Index. Your Strategy Interim Value could be less than your investment even when the Index performance is positive. The Strategy Interim Value is calculated using a formula that does not directly reflect the actual performance of the applicable Index and is not subject to the Buffer Percentage or Floor Percentage. The Strategy Interim Value may reflect lower gains, if the Index is performing positively, and higher losses, if the Index is performing negatively, than would apply at the end of the Strategy Term (or, for Dual Directional Yield, lower gains than would apply on a Quarterly Anniversary, or higher losses than would apply at the end of the Strategy Term). The Strategy Interim Value is generally expected to be less than the term-to-date Index performance on any Valuation Day.

~~The~~We calculate Strategy Interim Value isusing ~~calculated~~a byformula Uswith ~~using~~ a derivative and fixed income valuation component. Under this formula, Strategy Interim Value will be equal to the sum of: (i) the Derivative Asset Proxy and (ii) the Fixed Income Asset Proxy. The ~~formula~~Derivative ~~applicable~~Asset Proxy is based on the Indexed Strategy Base and the Market Value of Options. The Market Value of Options is Our valuation of derivative instruments that We hold to ~~your~~support ~~Contract~~Our ~~depends~~payment obligations. The Fixed Income Asset Proxy reflects Our valuation of a hypothetical portfolio of fixed income instruments that replicates the fixed income assets We hold in support of Our payment obligations. It is based on the ~~Issue~~Indexed Strategy Base, the Market Value of Options on the Starting Index Date., the number of days elapsed in the Strategy Term, and the Daily Fixed Income Asset

● For Contracts issued before May 1, 2024, We calculate Strategy Interim Value using a formula with a derivative valuation and pro-rata upside crediting method component. Under this formula, Strategy Interim Value will be equal to the lesser of: (i) one plus the Market Value of Options, and (ii) one plus the upside crediting method rate, prorated based on the number of days that have elapsed in the Strategy Term. The Market Value of Options reflects Our valuation of a hypothetical portfolio of derivative instruments that replicates the derivate assets that We hold in support of Our payment obligations. It is intended to reflect Our risk that the Index will suffer a loss by the end of the Strategy Term based on the current volatility of the Index, Index performance, the time remaining in the Strategy Term and changes in prevailing interest rates. Additionally, the Strategy Interim Value is limited by your upside crediting method (such as an Index Cap or Participation Rate) applied on a pro rata basis in proportion to the number of days that have elapsed in the Strategy Term. For example, the Strategy Interim Value for a Contract Owner who is halfway through the Strategy Term will be limited to fifty percent of the upside Indexed Strategy Parameter. The Strategy Interim Value will always be limited by this pro rata calculation, even if the Market Value of Options is higher. The application of the prorated upside crediting method rate will always reduce any positive Index Return. 36

● For Contracts issued on or after May 1, 2024, We calculate Strategy Interim Value using a formula with a derivative and fixed income valuation component. Under this formula, Strategy Interim Value will be equal to the sum of: (i) the Derivative Asset Proxy and (ii) the Fixed Income Asset Proxy. The Derivative Asset Proxy is based on the Indexed Strategy Base and the Market Value of Options (as described above). The Fixed Income Asset Proxy reflects Our valuation of a hypothetical portfolio of fixed income instruments that replicates the fixed income assets We hold in support of Our payment obligations. It is based on the Indexed Strategy Base, the Market Value of Options on the Starting Index Date, the number of days elapsed in the Strategy Term, and the Daily Fixed Income Asset Proxy Interest Rate.

Please note, for Contracts issued on or after May 1, 2024, the Strategy Interim Value formula does not contain a pro-rata component that limits the upside crediting method based on the number of days that have elapsed in the Strategy Term. The upside crediting method does not apply to Strategy Interim Value for such Contracts. Nonetheless, Strategy Interim Value may reflect lower gains (perhaps significantly lower gains) than would apply at the end of the Strategy Term.

●

At the end of the Strategy Term, the Strategy Contract Value will equal your Indexed Strategy Base adjusted by any Index Credit, which may be positive, negative, or equal to zero. The Strategy Contract Value at the end of the Strategy Term may also be expressed through the following formula: Indexed Strategy Base x (1 + Index Credit).

Strategy Contract Value Example. Assume you allocate $25,000 to an ~~Indexed~~Index ~~Strategy~~Cap atstrategy ~~the beginning of a Strategy Term~~ with a 5% Index Cap. On the first Valuation Day of the Strategy Term, your Indexed Strategy Base is $25,000. Over the course of the Strategy Term, assuming you do not exercise the Performance Lock feature, your Strategy Contract Value will increase and decrease according to changes in your Strategy Interim Value. For instance, if your Strategy Interim Value at the close of the tenth Valuation Day equals $25,200, your Strategy Contract Value at that time will be $25,200. If your Strategy Interim Value at the close of the eleventh Valuation Day equals $24,800, your Strategy Contract Value at that time will be $24,800. At the end of the Strategy Term, if an Index Credit of 5% is applied, your Strategy Contract Value will be $26,250 ($25,000 x (1 + 0.05) = $26,250). The Performance Lock feature is described in more detail under the section titled, "“Performance Lock."”

INDEX CREDIT

Each Indexed Strategy takes into account the following elements to calculate the Index Credit:

●

The Index Return;

●

The length of the Strategy Term;

● Either the Index Cap, Participation Rate, Index Trigger Rate, Trigger Level, or Tier Level and Tier Participation Rates (except Dual Directional Yield, see “Dual Directional Yield” below); and

●

Either the Buffer Percentage, Floor Percentage or the Aggregate Floor Percentage.

27For each Indexed Strategy to which you allocate Contract Value, at the end of the Strategy Term, We will apply an Index Credit to your Indexed Strategy Base (unless the Performance Lock feature was exercised during the Strategy Term). The Index Credit may be positive, negative, or equal to zero.

~~For~~● ~~each~~If ~~Indexed~~the ~~Strategy~~Index toCredit ~~which~~is ~~you allocate Contract Value~~positive, at the ~~end~~dollar amount of the ~~Strategy~~investment ~~Term,~~gain Wefrom ~~will~~the ~~apply an~~ Index ~~Credit~~Return tocan ~~your~~be ~~Indexed~~calculated ~~Strategy~~as ~~Base at~~ the ~~end~~Indexed ~~of the~~ Strategy ~~Term~~Base ~~(unless~~multiplied ~~the Performance~~by ~~Lock feature was exercised during~~ the ~~Strategy Term). The~~ Index Credit ~~may be positive, negative, or equal to zero~~.

● If the Index Credit is ~~positive~~negative, the dollar amount of the ~~increase~~investment loss from the Index Return can be calculated as the Indexed Strategy Base multiplied by the Index Credit.

● If the Index Credit is ~~negative,~~equal ~~the~~to ~~dollar~~zero, ~~amount~~there ofwill ~~the decrease can~~ be ~~calculated~~no asinvestment ~~the~~gain ~~Indexed~~or ~~Strategy~~loss ~~Base~~due ~~multiplied~~to by the Index ~~Credit~~ Return.

~~● If~~Please note, for Dual Directional Yield, the Index Credit isat ~~equal~~the toend ~~zero,~~of ~~there~~the Strategy Term will be noeither ~~increase~~negative or ~~decrease~~zero. It will never be positive, as Dual Directional Yield offers upside potential only through quarterly Performance Credits. See “Dual Directional Yield” below.

If you allocate Contract Value to multiple Indexed Strategies for a Strategy Term, separate Index Credits will be applied to all the Indexed Strategies in which you are invested at the end of the Strategy Term. Even if you receive positive Index Credit for one or more Indexed Strategies for a Strategy Term, your overall gain will be reduced by any negative Index Credit you receive for any other Indexed Strategy, and such negative Index Credit may cause you to incur an overall loss during the Strategy Term.

Also provided below are examples of how We calculate the Index Credit for each Indexed Strategy.

Index Return ("“Point-to-Point"”). To calculate the Index Credit, We first calculate the Index Return. The Index Return for an Indexed Strategy is the net percentage change in the Index Value from the Starting Index Date to the Ending Index Date.

Index Return and Index Credit. Assume that between the Starting Index Date and the Ending Index Date the net value of the S&P 500® increases by 5%. Thus, the Index Return for that Indexed Strategy would be 5%. If instead the net value of the S&P 500® decreases by 5%, the Index Return for that Indexed Strategy would be -5%.

After calculating the Index Return, We assess the application of the Indexed Strategy Parameters to determine the Index Credit. We will apply the Index Credit to the Indexed Strategy Base at the end of the Strategy Term. The Strategy Contract Value will also be increased or decreased by the amount of the credit.

IfCalculation of ~~the~~ Index ~~Return~~Credit is(Except ~~positive~~Dual Directional Yield). For each Indexed Strategy, WeIndex ~~assess~~Credits are applied at the ~~application~~end of the Strategy Term (assuming that Performance Lock was not exercised). The tables below describe how Index Credits are calculated for the different ~~Cap,~~types ~~Participation~~of ~~Rate~~Indexed Strategies, orexcept ~~Tier~~Dual ~~Level~~Directional ~~and~~Yield ~~Tier~~(see ~~Participation~~“Dual ~~Rates,~~Directional asYield” ~~applicable~~later in this section).

● The ~~Index~~following ~~Cap~~table ~~represents~~describes ~~the~~how ~~maximum positive~~ Index ~~Return~~Credits ~~that~~are ~~may~~calculated befor ~~reflected in the~~ Index ~~Credit~~Cap, ~~for~~Participation ~~a given Strategy Term. As such~~Rate, an Index ~~Cap~~Trigger ~~may~~and ~~limit~~Tier ~~your gain by capping your potential Index Credit.~~Participation

● The Participation Rate is a percentage that is multiplied by any positive Index Return to calculate the Index Credit for a given Strategy Term. A Participation Rate may prevent you from fully participating in positive Index Return. However, there is no cap on your potential Index Credit when a Participation Rate is applied. 37

~~● The Tier Level is the level of Index Return that determines the applicability of the Tier Participation Rates. The Tier Participation Rates include a Tier One Participation~~ Rate ~~and~~strategies a(not ~~Tier~~Dual ~~Two~~Directional ~~Participation Rate~~strategies). ~~Positive~~Examples ~~Index~~of ~~Return~~each ~~that~~Indexed isStrategy ~~less~~Parameter ~~than~~identified ~~or equal to the Tier Level is multiplied by the Tier One Participation Rate. Positive Index Return that is~~ in ~~excess of~~ the ~~Tier~~table ~~Level~~below ~~is multiplied by the~~may ~~Tier~~be ~~Two~~found ~~Participation~~later ~~Rate. The Index Credit is equal to the sum of these values. Tier Participation Rates may prevent you from fully participating~~ in ~~positive~~this ~~Index Return~~section. ~~However, there is no cap on your potential Index Credit when Tier Participation Rates are applied.~~

~~Each~~ Indexed Strategy ~~has~~Positive ~~its~~Index ~~own~~Return Zero Index Return Negative Index Return Index Cap, ~~Participation~~with ~~Rate~~Buffer, Floor, or ~~Tier~~ ~~Level~~Aggregate ~~and~~Floor ~~Tier~~Index ~~Participation~~Credit ~~Rates.~~will Weequal ~~set~~ the Index ~~Cap~~Return, ~~Participation~~subject ~~Rate~~to orthe ~~Tier~~Index ~~Level~~Cap. ~~and~~Index ~~Tier~~Credit ~~Participation~~will ~~Rates~~equal ~~for~~zero. ~~each Indexed~~We ~~Strategy~~apply atthe ~~least~~Buffer ~~ten~~Percentage, ~~days~~Floor ~~prior~~Percentage toor ~~the~~Aggregate ~~beginning~~Floor ofPercentage, aas ~~Strategy Term~~applicable. AnThe Index ~~Cap,~~Credit ~~Participation~~will ~~Rate~~be either negative or ~~Tier~~zero, ~~Level~~depending on the Index Return and ~~Tier Participation~~the ~~Rates~~applicable ~~for~~downside aprotection ~~particular~~rate, ~~Strategy~~Participation ~~Term~~Rate ~~may~~with beBuffer ~~higher~~Index orCredit ~~lower~~will ~~than~~equal the ~~Index~~Participation ~~Caps,~~Rate ~~Participation~~multiplied ~~Rates~~by orthe ~~Tier~~Index ~~Levels~~Return. ~~and Tier~~Index ~~Participation~~Credit ~~Rates~~will ~~for~~equal ~~previous~~zero. orWe ~~future~~apply ~~Strategy~~the ~~Terms~~Buffer Percentage. InThe noIndex ~~event~~Credit will anbe ~~Index~~either ~~Cap~~negative or zero, ~~Participation~~depending ~~Rate~~on orthe Index Return and the ~~Tier~~applicable ~~Participation Rates~~downside beprotection ~~lower~~rate. ~~than~~Index ~~the~~Trigger ~~minimum~~with ~~guaranteed~~Buffer Index ~~Cap~~Credit orwill ~~Participation~~equal the Index Trigger Rate. ~~stated~~Index inCredit ~~your~~will ~~Contract~~equal orthe ~~stated~~Index ~~earlier~~Trigger inRate. ~~the~~We ~~table~~apply ~~of available~~the ~~strategies~~Buffer Percentage. The Index ~~Caps~~Credit will be either negative or zero, ~~Participation~~depending ~~Rates~~on ~~and~~the ~~Tier~~Index ~~Levels~~Return and the applicable downside protection rate. Tier Participation ~~Rates~~Rate ~~for~~with ~~your~~Buffer ~~initial~~Index ~~Strategy~~Return ~~Term will~~that beis ~~set~~less ~~forth~~than inor ~~your~~equal ~~Contract.~~to Itthe Tier Level is ~~important~~multiplied toby ~~note~~the ~~that~~Tier ~~Index~~One ~~Strategy~~Participation ~~Parameters~~Rate. ~~apply~~Positive ~~for~~Index ~~the~~Return ~~entire~~that ~~Strategy~~is ~~Term,~~in ~~even~~excess ~~when~~ of the ~~term~~Tier Level is ~~longer~~multiplied ~~than~~by ~~one~~the ~~year.~~Tier ~~For~~Two ~~example,~~Participation ifRate. ~~you~~The ~~invest~~Index inCredit ais ~~six~~equal ~~year~~to ~~Strategy~~the ~~Term~~sum ~~with~~of athese ~~Cap~~values. ~~and~~Index aCredit ~~Buffer,~~will ~~regardless~~equal ofzero. ~~how~~We apply the ~~Index~~ ~~performs~~Buffer ~~over~~Percentage. ~~the~~The ~~course~~Index ofCredit ~~that~~will ~~six~~be ~~year~~either ~~period~~negative or zero, depending on the ~~Cap~~Index Return and the ~~Buffer~~applicable ~~will~~downside ~~not~~protection ~~be adjusted~~rate.

~~Index~~The following ~~Cap~~table ~~Example~~summarizes 1:how ~~Assume that~~Index ~~you~~Credits ~~allocated~~are ~~Contract~~calculated ~~Value~~for toDual anDirectional ~~Indexed~~strategies ~~Strategy~~other ~~for~~than aDual ~~Strategy~~Directional ~~Term~~Yield. In ~~with~~addition to an Index Cap, ofIndex ~~8%.~~Trigger ~~Also~~Rate, ~~assume~~and ~~that~~Buffer atPercentage, ~~the~~each ~~end~~ of ~~the~~ ~~Strategy~~these ~~Term,~~Indexed ~~the~~Strategies ~~Index~~has ~~Return~~a isTrigger 5%Level. In ~~this~~the case, toof ~~calculate~~a ~~the~~negative Index ~~Credit~~Return, Wethe ~~would~~Trigger ~~compare~~Level ~~the~~sets ~~Index~~a ~~Return~~threshold ofthat 5%determines tohow ~~the~~ Index ~~Cap~~Credits ofwill 8%be calculated. The ~~Because~~threshold ~~the~~applicable to negative Index Return ~~(5%)~~equals isthe ~~less~~Trigger ~~than~~Level minus 1. For example, if the ~~Index~~Trigger ~~Cap~~Level is 90%, the negative threshold will be -10% (890% - 1). For Dual Directional Trigger and Cap, the Trigger Level not only sets a negative threshold, it also sets a positive threshold that determines how Index ~~Credit~~Credits ~~would~~are ~~reflect~~calculated when Index Return is positive. This positive threshold equals 1 minus the 5%Trigger Level. AsFor aexample, ~~result~~if the Trigger Level is 90%, ~~We would~~the ~~apply~~positive anthreshold ~~Index~~will ~~Credit~~be 10% of(1 5- 90%). toExamples ~~your~~of each Indexed Strategy ~~Base.~~Parameter Inidentified ~~this~~in ~~example,~~ the ~~Index~~table ~~Cap~~below ~~did~~may ~~not~~be ~~limit~~found ~~your~~later ~~potential~~in ~~gain~~this section.

Indexed Strategy If Index ~~Cap~~Return ~~Example~~is 2:Positive ~~Assume that~~or ~~you~~Zero ~~allocated~~If ~~Contract~~Index ~~Value~~Return tois anNegative, ~~Indexed~~but ~~Strategy~~does ~~for~~not aexceed ~~Strategy~~the ~~Term~~Trigger Level Threshold For Negative Index Returns If Index Return is Negative and does exceed the Trigger Level Threshold For Negative Index Returns Dual Directional Cap with anBuffer Index Credit will equal the Index Return, subject to the Index Cap. Index Credit will be positive and equal to the inverse of 8%the Index Return. ~~Also~~We ~~assume~~apply ~~that~~the atBuffer Percentage. The Index Credit will be negative, equal to the ~~end~~Index of Return plus the ~~Strategy~~Buffer ~~Term~~Percentage. Dual Directional Trigger with Buffer Index Credit will equal the Index Trigger Rate. Index Credit will be positive and equal to the Index Trigger Rate. We apply the Buffer Percentage. The Index Credit will be negative, equal to the Index Return plus the Buffer Percentage. Dual Directional Trigger and Cap with Buffer If the Index Return is ~~15%~~equal to or greater than the positive threshold set by the Trigger Level, the Index Credit will equal the Index Return, subject to the Index Cap. InIf ~~this~~the ~~case~~Index Return is less than the positive threshold set by the Trigger Level, the Index Credit will equal the Trigger Rate. Index Credit will be positive and equal to ~~calculate~~the Index Trigger Rate. We apply the Buffer Percentage. The Index Credit will be negative, Weequal ~~would~~to ~~compare~~the Index Return plus the Buffer Percentage.

28 38

~~the~~As reflected ~~Index~~in ~~Cap~~the oftables 8%above, toin the ~~Index~~case ~~Return~~ of ~~15%.~~a ~~Because~~negative ~~the~~ Index Return ~~(15%)~~ isfor ~~higher than~~ the ~~Index~~above-referenced ~~Cap~~Indexed ~~(8%)~~Strategies, anthe Index Credit may ofbe 8%determined ~~would~~by beapplying ~~applied~~the toapplicable ~~Indexed~~downside ~~Strategy~~protection ~~Base~~rate. InThe ~~this~~following ~~example,~~table reflects how the Index ~~Cap~~ ~~limited~~Credit ~~your~~is ~~potential~~calculated in ~~gain~~those circumstances.

Participation Rate Example: Assume that you allocated Contract Value to an Indexed Strategy that includes a Participation Rate of 20% and at the end of the Strategy Term, the Index Return is 10%. In this case, to calculate the Index Credit, We would multiply the Index Return of 10% by the 20% Participation Rate, which results in an Index Credit of 2%.

Downside Protection Feature	Calculation of Index Credit
Floor Percentage / Aggregate Floor Percentage	Establishes the lowest negative Index Credit that may be applied for a given Strategy Term. For example, if the Floor Percentage or Aggregate Floor Percentage is -10%, the lowest negative Index Credit that may be applied to the Indexed Strategy Base is -10%. If the Floor Percentage or Aggregate Floor Percentage is 0%, the lowest negative Index Credit that may be applied to the Indexed Strategy Base is 0%.
Buffer Percentage	Represents the maximum amount of negative Index Return that will not be reflected in a negative Index Credit for a given Strategy Term. For example, a Buffer Percentage of 10% provides protection from a negative Index Return as low as -10%. A Buffer Percentage of 10% would provide no protection from negative Index Returns beyond -10%.

~~Tier Level and Tier Participation~~It ~~Rates~~is ~~Example~~important ~~1: Assume that you allocated Contract Value~~ to anunderstand ~~Indexed~~the ~~Strategy~~limits ~~that includes a Tier One Participation Rate of 100%, a Tier Two Participation Rate of 140%, a Tier Level of 20%~~ and atrisks ~~the end~~ of the ~~six~~Indexed ~~year~~ Strategy ~~Term,~~Parameters ~~the~~described ~~Index~~in ~~Return is 18%. In this case where~~ the ~~Index~~tables ~~Return is less than the Tier Level~~above, toincluding ~~calculate~~ the ~~Index Credit, We would multiply the Index Return~~ ~~of 18% by the 100% Tier One Participation Rate, which results in an Index Credit of 18%.~~following:

~~Tier~~● ~~Level~~An ~~and~~Index ~~Tier~~Cap ~~Participation Rates~~represents ~~Example~~the 2:maximum ~~Assume~~positive ~~that~~Index ~~you~~Return ~~allocated Contract Value to an Indexed Strategy~~ that ~~includes~~may abe ~~Tier~~reflected ~~One~~in ~~Participation~~the ~~Rate of~~Index ~~100%,~~Credit afor ~~Tier Two Participation Rate of 140%,~~ a ~~Tier~~given ~~Level of 20% and at the end of the six year~~ Strategy Term~~, the Index Return is 35%~~. InAs ~~this case where the Index Return is above than the Tier Level~~such, ~~the~~an Index ~~Credit~~Cap ~~would~~may belimit ~~100%~~your ~~(Tier~~gain ~~One~~by ~~Participation~~capping ~~Rate)~~your ~~of the~~potential ~~first 20% (Tier Level) increase plus 140% (Tier Two Participation Rate) of the remaining 15% (~~Index ~~Return minus Tier Level) increase, which equals an Index~~ Credit ~~of 41%~~.

~~Neither~~● anA ~~Index Cap,~~ Participation Rate, ~~nor~~is ~~Tier~~a ~~Level~~percentage orthat ~~Tier Participation~~is ~~Rates~~multiplied ~~guarantee~~by aany ~~certain~~positive ~~amount of~~ Index ~~Credit.~~Return ~~The~~to ~~Index~~calculate ~~Cap, Participation Rate, or Tier Level and Tier Participation Rates may limit~~ the ~~amount of positive~~ Index Credit ~~that We may be obligated to pay~~ for ~~any~~a given Strategy Term. WeA ~~set the Index Caps,~~ Participation ~~Rates,~~ ~~and~~Rate ~~Tier~~may ~~Levels~~prevent ~~and~~you ~~Tier~~from ~~Participation~~fully ~~Rates~~participating ~~at Our discretion, subject to the guaranteed limits set forth~~ in ~~this~~positive ~~prospectus. You~~Index ~~risk~~Return ~~the~~(although ~~possibility~~there ~~that~~is Weno ~~will~~cap ~~not~~on ~~set~~your anpotential Index ~~Cap,~~Credit ~~Participation~~when ~~Rate~~a ~~or Tier~~ Participation ~~Rates~~Rate ~~higher~~is ~~than the minimum guaranteed rates stated in your Contract~~applied). ~~You risk the possibility that We will not set the Tier Level lower than the maximum guaranteed rates stated in your Contract.~~

If● ~~the~~An Index ~~Return~~Trigger isRate ~~negative,~~represents Wea ~~assess~~fixed ~~the~~amount ~~application~~ of ~~the~~positive ~~Floor Percentage,~~Index ~~Aggregate~~Credit ~~Floor~~that ~~Percentage~~may orbe ~~the~~applied. ~~Buffer~~The ~~Percentage,~~Index ~~whichever~~Trigger ~~applies~~Rate tomay ~~the~~be ~~Indexed~~lower ~~Strategy.~~than ~~The~~a ~~Floor~~positive ~~Percentage,~~Index ~~Aggregate Floor~~Return. ~~Percentage~~As ~~and~~such, ~~the~~an ~~Buffer~~Index ~~Percentage~~Trigger ~~provide~~Rate ~~different~~may ~~forms~~limit ofyour ~~protection~~gain ~~against~~by ~~negative~~capping your potential Index ~~Returns~~Credit.

● The ~~Floor~~ ~~Percentage~~Tier Level is the level of Index Return that determines the applicability of the Tier Participation Rates. The Tier Participation Rates include a Tier One Participation Rate and ~~Aggregate~~a ~~Floor~~Tier ~~Percentage~~Two ~~establishes~~Participation Rate. Positive Index Return that is less than or equal to the ~~lowest~~Tier ~~negative~~Level is multiplied by the Tier One Participation Rate. Positive Index ~~Credit~~Return that is in excess of the Tier Level is multiplied by the Tier Two Participation Rate. Tier Participation Rates may beprevent ~~applied~~you ~~for~~from afully ~~given~~participating ~~Strategy Term~~in positive Index Return (although there is no cap on your potential Index Credit when Tier Participation Rates are applied).

● ~~The Buffer~~ ~~Percentage~~For ~~represents~~Dual Directional Cap, not only is your potential investment gain due to a positive Index Return limited by the ~~amount~~Index ofCap, the potential investment gain from a negative Index Return, ~~that~~if any, is limited by the negative threshold set by the Trigger Level. In no event will ~~not~~a positive Index Credit from a negative Index Return be ~~reflected~~greater inthan the inverse of the negative threshold set by the Trigger Level. For example, if the negative threshold set by the Trigger Level is -10%, the investment gain from a negative Index Credit ~~for~~cannot abe ~~given~~greater ~~Strategy Term~~than 10%.

~~Floor~~● ~~Percentage~~The ~~Example~~Buffer ~~1: Assume that you allocated Contract Value to an Indexed Strategy that includes a Floor~~ Percentage ofprovides ~~-10%~~only ~~and,~~limited atprotection ~~the~~from ~~end~~downside ofrisk. ~~the~~It ~~Strategy Term,~~does ~~the~~not ~~Index~~provide ~~Return~~absolute isprotection ~~-5%.~~against Innegative ~~this case, to calculate the~~ Index Credit, Weand ~~would~~you ~~compare~~may ~~the~~lose ~~Floor Percentage of -10% to the Index Return of -5%~~money. ~~Because~~Additionally, ~~the~~Rider ~~Floor~~Charges, ~~Percentage~~Withdrawal ~~(-10%)~~Charges, isadvisory ~~less~~fees, ~~than~~MVAs, ~~the~~and ~~Index~~taxes, ~~Return~~if ~~(-5%)~~applicable, Wewill ~~would~~further ~~apply~~reduce anyour ~~Index~~Contract ~~Credit~~Value ~~equal~~and toare ~~-5%~~not subject to ~~the~~ ~~Indexed Strategy Base. In this example,~~ the ~~Floor~~Buffer Percentage ~~did not provide any downside protection~~.

Floor Percentage Example 2: Assume that you allocated Contract Value to an Indexed Strategy that includes a Floor Percentage or -10% and, at the end of the Strategy Term, the Index Return is -15%. In this case, to calculate the Index Credit, We would compare the Floor Percentage of -10% to the Index Return of -15%. Because the Floor Percentage limits the amount of negative Index performance, an Index Credit equal to -10% would be applied to the Indexed Strategy Base. In this example, the Floor Percentage provided downside protection by limiting your loss. 39

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The Floor Percentage (other than a 0% Floor Percentage) provides only limited protection from downside risk. It does not provide absolute protection against negative Index Credit, and you may lose money. Additionally, Rider Charges, Withdrawal Charges, advisory fees, MVAs, and taxes, if applicable, will further reduce your Contract Value and are not subject to the Floor Percentage.

Examples of Index Credit Calculation for Indexed Strategies (Except Dual Directional Yield and Aggregate Floor)

Index Cap Example 1: Assume that you allocated Contract Value to an Index Cap strategy for a Strategy Term with an Index Cap of 8%. Also assume that at the end of the Strategy Term, the Index Return is 5%. In this case, to calculate the Index Credit, We would compare the Index Return of 5% to the Index Cap of 8%. Because the Index Return (5%) is less than the Index Cap (8%), the Index Credit would equal 5%.

Index Cap Example 2: Assume that you allocated Contract Value to an Index Cap strategy for a Strategy Term with an Index Cap of 8%. Also assume that at the end of the Strategy Term, the Index Return is 15%. In this case, to calculate the Index Credit, We would compare the Index Cap of 8% to the Index Return of 15%. Because the Index Return (15%) is higher than the Index Cap (8%), the Index Credit would equal 8%.

Participation Rate Example: Assume that you allocated Contract Value to a Participation Rate strategy for a Strategy Term with a Participation Rate of 20%, and at the end of the Strategy Term, the Index Return is 10%. In this case, to calculate the Index Credit, We would multiply the Index Return of 10% by the 20% Participation Rate, which results in an Index Credit of 2%.

Index Trigger Example 1: Assume that you allocated Contract Value to an Index Trigger strategy for a Strategy Term with an Index Trigger Rate of 5%. Also assume that at the end of the Strategy Term, the Index Return is 10%. Because the Index Return (10%) is greater than or equal to zero, the Index Credit would equal the Index Trigger Rate of 5%.

Index Trigger Example 2: Assume that you allocated Contract Value to an Index Trigger strategy for a Strategy Term with an Index Trigger Rate of 5%. Also assume that at the end of the Strategy Term, the Index Return is 0%. Because the Index Return (0%) is greater than or equal to zero, the Index Credit would equal the Index Trigger Rate of 5%.

Tier Level and Tier Participation Rates Example 1: Assume that you allocated Contract Value to an Indexed Strategy for a Strategy Term that includes a Tier One Participation Rate of 100%, a Tier Two Participation Rate of 140%, and a Tier Level of 20%, and at the end of the six-year Strategy Term, the Index Return is 18%. In this case, where the Index Return is less than the Tier Level, to calculate the Index Credit, We would multiply the Index Return of 18% by the 100% Tier One Participation Rate, which results in an Index Credit of 18%.

Tier Level and Tier Participation Rates Example 2: Assume that you allocated Contract Value to an Indexed Strategy for a Strategy Term that includes a Tier One Participation Rate of 100%, a Tier Two Participation Rate of 140%, and a Tier Level of 20%, and at the end of the six-year Strategy Term, the Index Return is 35%. In this case, where the Index Return is above the Tier Level, the Index Credit would be 100% (Tier One Participation Rate) of the first 20% (Tier Level) increase, plus 140% (Tier Two Participation Rate) of the remaining 15% (Index Return minus Tier Level) increase, which equals an Index Credit of 41%.

Dual Directional Trigger Example 1: Assume that you allocated Contract Value to a Dual Directional Trigger strategy for a Strategy Term with an Index Trigger Rate of 5% and a Trigger Level of 90%. Also assume that at the end of the Strategy Term, the Index Return is 12%. Because the Index Return (12%) is greater than or equal to -10% (90% - 1), the Index Credit would equal the Index Trigger Rate of 5%.

Dual Directional Trigger Example 2: Assume that you allocated Contract Value to a Dual Directional Trigger strategy for a Strategy Term with an Index Trigger Rate of 5% and a Trigger Level of 90%. Also assume that at the end of the Strategy Term, the Index Return is 3%. Because the Index Return (3%) is greater than or equal to -10% (90% - 1), the Index Credit would equal the Index Trigger Rate of 5%.

Dual Directional Trigger Example 3: Assume that you allocated Contract Value to a Dual Directional Trigger strategy for a Strategy Term with an Index Trigger Rate of 5% and a Trigger Level of 90%. Also assume that at the end of the Strategy Term, the Index Return is -10%. Because the Index Return (-10%) is greater than or equal to -10% (90% - 1), the Index Credit would equal the Index Trigger Rate of 5%.

Dual Directional Trigger Example 4: Assume that you allocated Contract Value to a Dual Directional Trigger strategy for a Strategy Term with an Index Trigger Rate of 5%, a Trigger Level of 90%, and a Buffer Percentage of 10%. Also assume that at the end of the Strategy Term, the Index Return is -15%. Because the Index Return (-15%) is lower than -10% (90% - 1), the Index Credit would be negative equal to the Index Return plus the Buffer Percentage, -15% + 10% = -5%.

Dual Directional Cap Example 1: Assume that you allocated Contract Value to a Dual Directional Cap strategy for a Strategy Term with an Index Cap of 30% and a Trigger Level of 90%. Also assume that at the end of the Strategy Term, the Index Return is 35%. Because the Index Return (35%) is positive and greater than the Index Cap (30%), the Index Credit would equal the Index Cap of 30%.

Dual Directional Cap Example 2: Assume that you allocated Contract Value to a Dual Directional Cap strategy for a Strategy Term with an Index Cap of 30% and a Trigger Level of 90%. Also assume that at the end of the Strategy Term, the Index Return is 5%. Because the

Index Return (5%) is positive and less than the Index Cap (30%), the Index Credit would equal the Index Return of 5%.

Dual Directional Cap Example 3: Assume that you allocated Contract Value to a Dual Directional Cap strategy for a Strategy Term with an Index Cap of 30% and a Trigger Level of 90%. Also assume that at the end of the Strategy Term, the Index Return is -3%. Because the Index Return (-3%) is negative but greater than or equal -10% (90% - 1), the Index Credit would equal 3% (the inverse of -3%).

Dual Directional Cap Example 4: Assume that you allocated Contract Value to a Dual Directional Cap strategy for a Strategy Term with an Index Cap of 30%,a Trigger Level of 90%, and a Buffer Percentage of 10%. Also assume that at the end of the Strategy Term, the Index Return is -15%. Because the Index Return (-15%) is negative and lower than -10% (90% - 1), the Index Credit would be negative equal to the Index Return plus the Buffer Percentage, -15% + 10% = -5%

Dual Directional Trigger and Cap Example 1: Assume that you allocated Contract Value to a Dual Directional Trigger and Cap strategy for a Strategy Term with an Index Cap of 60%, an Index Trigger Rate of 15% and a Trigger Level of 85%. Also assume that at the end of the Strategy Term, the Index Return is 65%. Because the Index Return (65%) is positive and greater than the Index Cap (60%), Index Credit would equal the Index Cap of 60%.

Dual Directional Trigger and Cap Example 2: Assume that you allocated Contract Value to a Dual Directional Trigger and Cap strategy for a Strategy Term with an Index Cap of 60%, an Index Trigger Rate of 15% and a Trigger Level of 85%. Also assume that at the end of the Strategy Term, the Index Return is 17%. Because the Index Return (17%) is positive, lower than the Index Cap (60%) and greater than 15% (1 - 85%), the Index Credit would equal the Index Return of 17%.

Dual Directional Trigger and Cap Example 3: Assume that you allocated Contract Value to a Dual Directional Trigger and Cap strategy for a Strategy Term with an Index Cap of 60%, an Index Trigger Rate of 15% and a Trigger Level of 85%. Also assume that at the end of the Strategy Term, the Index Return is 7%. Because the Index Return (7%) is positive, lower than the Index Cap (60%) and lower than or equal to 15% (1 – 85%), the Index Credit would equal the Index Trigger Rate of 15%.

Dual Directional Trigger and Cap Example 4: Assume that you allocated Contract Value to a Dual Directional Trigger and Cap strategy for a Strategy Term with an Index Cap of 60%, an Index Trigger Rate of 15% and a Trigger Level of 85%. Also assume that at the end of the Strategy Term, the Index Return is -10%. Because the Index Return (-10%) is negative but greater than or equal to -15% (85% - 1), the Index Credit would equal the Index Trigger Rate of 15%.

Dual Directional Trigger and Cap Example 5: Assume that you allocated Contract Value to a Dual Directional Trigger and Cap strategy for a Strategy Term with an Index Cap of 60%, an Index Trigger Rate of 15%, a Trigger Level of 85%, and a Buffer Percentage of 15%. Also assume that at the end of the Strategy Term, the Index Return is -20%. Because the Index Return (-20%) is negative and lower than -15% (85% – 1), the Index Credit would be negative equal to the Index Return plus the Buffer Percentage, -20% + 15% = -5%

Neither an Index Cap, Participation Rate, Index Trigger Rate, nor Tier Level or Tier Participation Rates guarantee a certain amount of Index Credit. The Index Cap, Participation Rate, Index Trigger Rate, or Tier Level and Tier Participation Rates may limit the amount of positive Index Credit that We may be obligated to pay for any Strategy Term. We set the Index Caps, Participation Rates, Index Trigger Rates, and Tier Levels and Tier Participation Rates at Our discretion, subject to the guaranteed limits set forth in this prospectus. You risk the possibility that We will not set an Index Cap, Participation Rate, Index Trigger Rate, or Tier Participation Rates higher than the minimum guaranteed rates stated in your Contract. You risk the possibility that We will not set the Tier Level lower than the maximum guaranteed rates stated in your Contract.

For explanation and examples of Dual Directional Yield, see “Dual Directional Yield” later in this section.

Buffer Percentage Example 1: Assume that you allocated Contract Value to an Indexed Strategy that includes a Buffer Percentage, and, on the Ending Index Date, the Index Return is -5%. In this case, to calculate the Index Credit, We would compare the Buffer Percentage of 10% to the Index Return of -5%. Because the negative Index Return (-5%) does not exceed the Buffer Percentage of 10%, a negative Index Credit would not be applied to the Indexed Strategy Base. In this example, the Buffer Percentage provided complete downside protection by preventing you from receiving negative Index Credit.

Buffer Percentage Example 2: Assume that you allocated Contract Value to an Indexed Strategy that includes a Buffer Percentage, and, on the Ending Index Date the Index Return is -15%. In this case, to calculate the Index Credit, We would compare the Buffer Percentage of 10% to the Index Return of -15%. Because the negative Index Return (-15%) exceeds the Buffer Percentage of 10%, an Index Credit of -5% would be applied to the Indexed Strategy Base. In this example, the Buffer Percentage provided partial downside protection because it limited your loss from -15% to -5%, but it did not provide complete downside protection.

The Buffer Percentage provides only limited protection from downside risk. It does not provide absolute protection against negative Index Credit, and you may lose money. Additionally, Rider Charges, Withdrawal Charges, advisory fees, MVAs, and taxes, if applicable, will further reduce your Contract Value and are not subject to the Buffer Percentage.

Floor Percentage Example 1: Assume that you allocated Contract Value to an Indexed Strategy that includes a Floor Percentage of -10% and, at the end of the Strategy Term, the Index Return is -5%. In this case, to calculate the Index Credit, We would compare the Floor

Percentage of -10% to the Index Return of -5%. Because the Floor Percentage (-10%) is less than the Index Return (-5%), We would apply an Index Credit equal to -5% to the Indexed Strategy Base. In this example, the Floor Percentage did not provide any downside protection.

Floor Percentage Example 2: Assume that you allocated Contract Value to an Indexed Strategy that includes a Floor Percentage of -10% and, at the end of the Strategy Term, the Index Return is -15%. In this case, to calculate the Index Credit, We would compare the Floor Percentage of -10% to the Index Return of -15%. Because the Floor Percentage limits the amount of negative Index performance, an Index Credit equal to -10% would be applied to the Indexed Strategy Base. In this example, the Floor Percentage provided downside protection by limiting your loss.

Floor Percentage provides only limited protection from downside risk. It does not provide absolute protection against negative Index Credit, and you may lose money. Additionally, Rider Charges, Withdrawal Charges, advisory fees, MVAs, and taxes, if applicable, will further reduce your Contract Value and are not subject to the Floor Percentage.

For explanation and examples of Aggregate Floor, ~~Indexed~~see ~~Strategy~~“Aggregate Floor” later in this section.

DUAL DIRECTIONAL YIELD

Each Dual Directional Yield strategy has a six-year Strategy Term and offers upside potential through a quarterly Performance Credit. Each positive Performance Credit Rate is calculated on each Quarterly Anniversary equal to 1/4^th of the Performance Yield (which is an annualized maximum rate of return) or zero. A Performance Credit is calculated each Quarterly Anniversary as the Performance Credit Rate multiplied by the Indexed Strategy Base. However, there is no guarantee that you will be credited with any positive Performance Credits. On the Strategy Term end date, an Index Credit will be applied, but it will be either negative or zero (never positive).

Quarterly Performance Credit

Performance Credit Rate: On each Quarterly Anniversary during the Strategy Term, including the Strategy Term end date, a Performance Credit Rate will be calculated. The Performance Credit Rate may be positive or equal to zero, and will be calculated based on the following elements: Index Percentage Base, Performance Trigger and Performance Yield. The Performance Credit Rate is calculated as follows:

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○

If the Index Percentage Base is less than the Performance Trigger, the Performance Credit will be zero.

The amount credited to your Contract from a positive Performance Credit, if any, is immediately and automatically allocated to the Performance Credit Account, with no change to your Strategy Contract Value or Indexed Strategy Base for the Dual Directional Yield strategy. See “Performance Credit Account” earlier in this prospectus.

Index Credit

On the Strategy Term end date, in addition to a positive or zero Performance Credit as described above, We also apply the Index Credit. The Index Credit will either be negative or zero (never positive). Index Credit will be calculated as follows:

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If the Index Return is positive or zero, the Index Credit will be equal to zero.

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If the Index Return is negative, We apply the Buffer Percentage. The Index Credit will either be negative or zero depending on the Index Return and the applicable Buffer Percentage.

In light of the Indexed Strategy Parameters for Dual Directional Yield strategies that We are currently offering, if you receive a positive Performance Credit on the Strategy Term end date, the Index Credit will be zero. If you receive a zero Performance Credit on the Strategy Term end date, the Index Credit will be negative and will depend on the Index Return and the applicable Buffer Percentage.

Examples

The first three examples below illustrate how We calculate the Performance Credit on a Quarterly Anniversary prior to the Strategy Term end date:

Example 1 – Positive Index performance, positive Performance Credit: Assume that you allocated $100,000 to a Dual Directional Yield strategy for a Strategy Term with a Performance Yield of 8% and a Performance Trigger of 90%. Also assume that on a Quarterly Anniversary prior to the Strategy Term end date, the Index Value as of the Index Observation Date is 1,050 and the Index Value as of the Starting Index Date is 1,000. In this case, We calculate the Index Percentage Base to be 105% (1050/1000). Because the Index Percentage Base (105%) is greater than or equal to the Performance Trigger (90%), the Performance Credit Rate equals 2% (8% / 4). The Performance Credit is calculated as $2,000 ($100,000 x 2%). This amount of $2,000 is immediately and automatically allocated to the Performance Credit Account.

Example 2 – Negative Index performance, positive Performance Credit: Assume that you allocated $100,000 to a Dual Directional Yield strategy for a Strategy Term with a Performance Yield of 8% and a Performance Trigger of 90%. Also assume that on a Quarterly Anniversary prior to the Strategy Term end date, the Index Value as of the Index Observation Date is 910 and the Index Value as of the Starting Index Date is 1,000. In this case, We calculate the Index Percentage Base to be 91% (910/1000). Because the Index Percentage Base (91%) is greater than or equal to the Performance Trigger (90%), the Performance Credit Rate equals 2% (8% / 4). The Performance Credit is calculated as $2,000 ($100,000 x 2%). This amount of $2,000 is immediately and automatically allocated to the Performance Credit Account.

Example 3 – Negative Index performance, zero Performance Credit: Assume that you allocated $100,000 to a Dual Directional Yield strategy for a Strategy Term with a Performance Yield of 8% and a Performance Trigger of 90%. Also assume that on a Quarterly Anniversary prior to the Strategy Term end date, the Index Value as of the Index Observation Date is 850 and the Index Value as of the Starting Index Date is 1,000. In this case, We calculate the Index Percentage Base to be 85% (850/1000). Because the Index Percentage Base (85%) is lower than the Performance Trigger (90%), the Performance Credit Rate equals 0%. The Performance Credit is calculated as $0 ($100,000 * 0%). There is no gain or loss credited to your Contract.

Provided below are examples of how We calculate the Performance Credit and Index Credit on a Strategy Term end date:

Example 4 – Positive Index performance, positive Performance Credit, zero Index Credit: Assume that you allocated $100,000 to a Dual Directional Yield strategy for a Strategy Term with a Performance Yield of 8%, a Performance Trigger of 90% and a Buffer Percentage of 10%. On the Strategy Term end date:

We would calculate the Performance Credit. Assume that the Index Value as of the Index Observation Date is 1,100 and the Index Value as of the Starting Index Date is 1,000. In this case, We calculate the Index Percentage Base to be 110% (110/1000). Because the Index Percentage Base (110%) is greater than or equal to the Performance Trigger (90%), the Performance Credit Rate equals 2% (8% / 4). The Performance Credit is calculated as $2,000 ($100,000 x 2%). This amount of $2,000 is immediately and automatically allocated to the Performance Credit Account.

We would also calculate the Index Credit. Consistent with the assumptions above, the Index Value on the Ending Index Date is 1,100 and the Index Value on the Starting Index Date is 1,000, resulting in an Index Return of 10%. Because the Index Return is positive or equal to zero, the Index Credit would be 0%.

Example 5 – Negative Index performance, positive Performance Credit, zero Index Credit: Assume that you allocated $100,000 to a Dual Directional Yield strategy for a Strategy Term with a Performance Yield of 8%, a Performance Trigger of 90% and a Buffer Percentage of 10%. On the Strategy Term end date:

We would calculate the Performance Credit. Assume that the Index Value as of the Index Observation Date is 950 and the Index Value as of the Starting Index Date is 1,000. In this case, We calculate the Index Percentage Base to be 95% (950/1000). Because the Index Percentage Base (95%) is greater than or equal to the Performance Trigger (90%), the Performance Credit Rate equals 2% (8% / 4). The Performance Credit is calculated as $2,000 ($100,000 x 2%). This amount of $2,000 is immediately and automatically allocated to the Performance Credit Account.

We would also calculate the Index Credit. Consistent with the assumptions above, the Index Value on the Ending Index Date is 950 and the Index Value on the Starting Index Date is 1,000, resulting in an Index Return of -5%. Because the Index Return is negative but does not exceed the Buffer Percentage (10%), the Index Credit would be 0%.

Example 6 – Negative Index performance, zero Performance Credit, negative Index Credit: Assume that you allocated $100,000 to a Dual Directional Yield strategy for a Strategy Term with a Performance Yield of 8%, a Performance Trigger of 90% and a Buffer Percentage of 10%. On the Strategy Term end date:

We would calculate the Performance Credit. Assume that the Index Value as of the Index Observation Date is 800 and the Index Value as of the Starting Index Date is 1,000. In this case, We calculate the Index Percentage Base to be 80% (800/1000). Because the Index

Percentage Base (80%) is lower than the Performance Trigger (90%), the Performance Credit Rate is 0%. The Performance Credit is calculated as $0 ($100,000 * 0%).

We would also calculate the Index Credit. Consistent with the assumptions above, the Index Value on the Ending Index Date is 800 and the Index Value on the Starting Index Date is 1,000, resulting in an Index Return of -20%. Because the Index Return is negative and exceeds the Buffer Percentage (10%), the Index Credit would be -10%.

The Performance Yield does not guarantee a certain amount of positive Performance Credit. The Performance Yield may limit the amount of positive Performance Credit that We may be obligated to pay for any Strategy Term. We set the Performance Yield at Our discretion, subject to the guaranteed limits set forth in your Contract and this prospectus. You risk the possibility that We will not set Performance Yield higher than the minimum guaranteed rate.

AGGREGATE FLOOR

The Aggregate Floor Indexed Strategy is an Indexed Strategy with a one year Strategy Term that, if you elect to remain invested on a year-over-year basis, provides a downside protection guarantee that spans multiple one year consecutive Strategy Terms. For this reason, this strategy may appeal to a Contract Owner who is concerned about cumulative negative Index performance over the course of multiple Strategy Terms but still wants upside exposure.

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The annual growth potential is the one year Index Return up to the Index Caps.

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29The initial Aggregate Floor is equal to 90% of the Aggregate Floor Indexed Strategy’s investment allocation. For as long as you remain invested in the Aggregate Floor Indexed Strategy, your Aggregate Floor (adjusted for any resets, withdrawals, optional Rider Charges and/or transfers in subsequent consecutive Strategy Terms) will never decrease due to negative market performance from one Strategy Term to the next. This means that you will never lose more than 10% of your initial allocation (or any subsequent allocations) to the Aggregate Floor Indexed Strategy due to negative Index performance.

The initial Aggregate Floor is equal to 90% of the Aggregate Floor Indexed Strategy's investment allocation. For as long as you remain invested in the Aggregate Floor Indexed Strategy, your Aggregate Floor (adjusted for any resets, withdrawals, optional Rider Charges and/or transfers in subsequent consecutive Strategy Term) will never decrease due to negative market performance from one Strategy Term to the next. This means that you will never lose more than 10% of your initial allocation (or any subsequent allocations) to the Aggregate Floor Indexed Strategy due to negative Index performance.

At the start of each consecutive Aggregate Floor Indexed Strategy Term, We recalculate the Aggregate Floor, Aggregate Floor Percentage and Index Caps, as follows and discussed in more detail below:

If the Index Credit is 0%, the Aggregate Floor will not change at the start of the next consecutive Strategy Term.

If the Index Credit is negative, the Aggregate Floor will not change at the start of the next consecutive Strategy Term.

For example, assume you have a negative Index Credit in Contract Year 1 of 6% (or $6,000), which reduces your Strategy Contract Value to $94,000. Your Aggregate Floor will not change at the start of the next consecutive Strategy Term, ~~This~~this is because the new Aggregate Floor equals the greater of the prior Strategy Term'’s Aggregate Floor ($90,000) or 80% of your ~~Strategy Contract Value (80% of $94,000=$75,200). The Aggregate Floor Percentage for Contract Year 2 is -4.26% ($90,000 Aggregate Floor / $94,000 Strategy Contract Value – 1).~~

In Contract Year 2, assume the Index performance is again negative, and you have a potential negative Index Credit of 5% (or $4,700) prior to the application of the Aggregate Floor Percentage of -4.26%. The Index Credit in Contract Year 2 is limited to -4.26% (or $4000). We protected you from loss that would reduce your Strategy Contract Value below $90,000 because you have a $90,000 Aggregate Floor. This means We will only reduce your Strategy Contract Value by -4.26% (or $ 4,000) to $90,000 instead of by -5% (or $4,700) to $89,300. Your Aggregate Floor will not change at the start of the next consecutive Strategy Term. This is because the new Aggregate Floor equals the greater of the prior Strategy Term's Aggregate Floor ($90,000) or 80% of your Strategy Contract Value (80% of $90,000=$72,000). 44

Strategy Contract Value (80% of $94,000 = $75,200). The Aggregate Floor Percentage for Contract Year 2 is -4.26% ($90,000 Aggregate Floor / $94,000 Strategy Contract Value – 1).

In Contract Year 2, assume the Index performance is again negative, and you have a potential negative Index Credit of 5% (or $4,700) prior to the application of the Aggregate Floor Percentage of -4.26%. The Index Credit in Contract Year 2 is limited to -4.26% (or $4000). We protected you from loss that would reduce your Strategy Contract Value below $90,000 because you have a $90,000 Aggregate Floor. This means We will only reduce your Strategy Contract Value by -4.26% (or $ 4,000) to $90,000 instead of by -5% (or $4,700) to $89,300. Your Aggregate Floor will not change at the start of the next consecutive Strategy Term. This is because the new Aggregate Floor equals the greater of the prior Strategy Term’s Aggregate Floor ($90,000) or 80% of your Strategy Contract Value (80% of $90,000 = $72,000).

If the Index Credit is positive, the Aggregate Floor will increase or stay the same at the start of the next consecutive Strategy Term.

In Contract Year 2, assume the Index performance is again positive, and you have a positive Index Credit of 10% ($10,400), increasing your Contract Strategy Value to $114,400. Your Aggregate Floor will increase at the start of the next consecutive Strategy Term to $91,520. This is because the new Aggregate Floor equals the greater of the prior Strategy Term'’s Aggregate Floor ($90,000) or 80% of your Strategy Contract Value (80% of $114,400 = $91,520). In this example, starting in Contract Year 3 and for each subsequent consecutive Aggregate Floor Indexed Strategy Term, your Aggregate Floor will never be less than $91,520 due to negative market performance.

At the start of each subsequent Strategy Term the Aggregate Floor amount may increase such that We will never allow you to lose more than 20% in any given Strategy Term. The Aggregate Floor amount may also increase or decrease upon the election of the reset feature, which is discussed below in this section. Upon any reset of the Aggregate Floor Percentage, the Aggregate Floor will be reset to equal 90% of your Strategy Contract Value.

We will decrease your Aggregate Floor upon withdrawals, the deduction of optional Rider Charges and/or transfers out of the Indexed Strategy on a proportional basis. We will increase your Aggregate Floor upon any transfer into the Indexed Strategy. We discuss such decreases and increases below in this section, as well as provide examples.

Aggregate Floor Percentage — Next, We determine a new Aggregate Floor Percentage at the start of each consecutive Aggregate Floor Indexed Strategy Term. The Aggregate Floor Percentage is the maximum annual percentage of your investment allocation to the Indexed Strategy that you can lose due to negative Index performance.

As discussed below in this section, you have the option to elect to reset the Aggregate Floor Percentage to -10% for any subsequent consecutive Strategy Term during the Reallocation Period for the next Strategy Term.

Index Caps — We set renewal Index Caps based on the new Aggregate Floor Percentage for the next consecutive Strategy Term. We set the Index Caps at least ten days prior to the start of any Indexed Strategy Term.

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You should fully understand the operation of the Aggregate Floor Indexed Strategy before electing it as an investment or exercising its reset feature.

In the following example, We show how the Aggregate Floor, Aggregate Floor Percentage and the Index Caps work over the course of several Contract Years under varying market conditions. We provide the hypothetical renewal Index Caps table and additional examples in Appendix C. 45

Contract Year 1

Strategy Contract Value = $100,000

Aggregate Floor = $90,000

Aggregate Floor Percentage = -10% Index Caps = 10%

Index Caps = 10%

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If the Index performance in the 1st Contract Year is 15%, the Strategy Contract Value grows to $110,000 (up to the Index Caps of 10%), the Aggregate Floor remains at $90,000 (since 80% of $110,000 is $88,000, which is less than the current Aggregate Floor of $90,000) and the Aggregate Floor Percentage would be -18.1% [($90,000 / $110,000) – 1] for the next Contract Year.

Contract Year 2

Strategy Contract Value = $110,000

Aggregate Floor = $90,000

Aggregate Floor Percentage = -18.1%

Index Caps = 16.50%

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If the Index performance in the 2nd Contract Year is 10%, the Strategy Contract Value grows to $121,000 (as the 10% Index performance is less than the Index Caps of 16.50%), the Aggregate Floor would increase to $96,800 (since 80% of $121,000 is $96,800, which is greater than the current Aggregate Floor of $90,000) and the Aggregate Floor Percentage would be -20% [($96,800 / $121,000) – 1] for the next Contract Year.

Contract Year 3

Strategy Contract Value = $121,000

Aggregate Floor = $96,800

Aggregate Floor Percentage = -20%

Index Caps = 22%

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If the Index performance in the 3rd Contract Year is -25%, the Strategy Contract Value would decrease to the Aggregate Floor of $96,800 (although the Index performance was -25%, the maximum that could be lost in the Contract Year is -20%), the Aggregate Floor would remain at $96,800 (since 80% of $96,800 = $77,440, which is less than the Aggregate Floor of $96,800) and the Aggregate Floor Percentage would be 0% [($96,800 / $96,800) – 1] for the next Contract Year.

Contract Year 4

Strategy Contract Value = $96,800

Aggregate Floor = $96,800

Aggregate Floor Percentage = 0%

Index Caps = 2.50%

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If the Index performance in the 4th Contract Year is -5%, the Strategy Contract Value would not decrease any further because the Aggregate Floor is $96,800 (although the Index performance was -5%, the maximum that could be lost in the Contract Year is -0%), the Aggregate Floor would remain at $96,800 (since 80% of $96,800 = $77,440, which is less than the Aggregate Floor of $96,800) and the Aggregate Floor Percentage would be 0% [($96,800 / $96,800) – 1] for the next Contract Year.

We provide additional information about each of these features below in this section.

Your Aggregate Floor will not Decrease due to Negative Market Performance

Your Aggregate Floor is guaranteed never to decrease due to negative market performance. Since your initial Aggregate Floor is equal to 90% of your initial investment allocation to the Aggregate Floor Indexed Strategy, this means your Aggregate Floor will never decrease below 90% of your initial investment (based on negative Index performance).

How Your Aggregate Floor Can Decrease

Transfers and withdrawals from the Aggregate Floor Indexed Strategy will decrease the Aggregate Floor on a proportional basis, which may be greater than the dollar amount of the transfer or withdrawal. The deduction of optional benefit charges will also decrease your Aggregate Floor in the same manner as transfer and withdrawals. See the following example:

Example — Transfer from Aggregate Floor Indexed Strategy:

End of Contract Year 1:

Aggregate Floor = $90.000

Strategy Contract Value = $105,000

A transfer of $50,000 is requested during the Reallocation Period from the Aggregate Floor Indexed Strategy into another Indexed Strategy for Contract Year 2.

Beginning of Contract Year 2:

Aggregate Floor = $47,150

Strategy Contract Value = $55,000

●

The Aggregate Floor is determined by first calculating the Aggregate Floor prior to the transfer, which is $90,000 (greater of $90,000 and $84,000, which is 80% of the $105,000 Strategy Contract Value)

●

Next, the Aggregate Floor is decreased by taking the transfer out of the Strategy ($50,000) and multiplying that amount by the greater of the following:

o ○ 1 plus the maximum Floor Percentage of -20%, or -0.20, which is 80%

o ○ 1 plus the (Aggregate Floor at the end of the prior Strategy Term divided by the Strategy Contract Value at the end of the prior Strategy Term minus one), which is 1 + (-14.3% or -0.143), which is 85.7%

●

The Contract Year 2 Aggregate Floor is $47,143, which is the Aggregate Floor calculated prior to the transfer ($90,000) less the amount of the Aggregate Floor attributed to the transfer from the Aggregate Floor Strategy ($42,857, which is 85.7% of $50,000) into the new Strategy.

●

Your Aggregate Floor Percentage for Contract Year 2 would be -14.3% [(Aggregate Floor of $47,143/Strategy Contract Value of $55,000) – 1]

Example — Withdrawal from Aggregate Floor Indexed Strategy:

End of Contract Year 1:

Aggregate Floor = $90.000

Strategy Contract Value = $105,000

During Contract Year 2, a withdrawal of $50,000 is taken. Assuming no change to the Strategy Contract Value, the Aggregate Floor is reduced proportionally by the factor of one minus the withdrawal divided by the Strategy Contract Value (1-$50,000/$105,000), which is equal to 0.52381. The Aggregate Floor following the withdrawal would be $47,143.

Please see Appendix CD for more details and examples on the calculations.

Your Aggregate Floor can also decrease if you select a "“reset," ” as discussed below in this section.

How your Aggregate Floor can Increase

As discussed above, the Aggregate Floor amount may increase due to positive Index performance from one Strategy Term to the next while Strategy Contract Value remains allocated to the Aggregate Floor Indexed Strategy. At the start of each subsequent Strategy Term, the Aggregate Floor amount may increase such that you will never lose in excess of 20% in any given Strategy Term. This increase may occur following positive Index performance. If applicable, the increase is automatic.

The Aggregate Floor will also increase if you transfer additional Strategy Contract Value into the Indexed Strategy at the start of a new Strategy Term. The initial Aggregate Floor Percentage for transfers will always equal –10%. Upon transfer into the Aggregate Floor Indexed Strategy, the Strategy Contract Value will be increased by the amount of the transfer and the Aggregate Floor will be increased by 90% of the transfer. Following the transfer, the Aggregate Floor Percentage for the next Strategy Term will be calculated using the increased Aggregate Floor.

If there is a combination of renewal allocations and transfers into the Indexed Strategy, the Aggregate Floor will be a blend of the renewal allocations and transfer allocation. For example, assume your Aggregate Floor is $90,000 and your Strategy Contract Value is $105,000 at the start of the next Strategy Term prior to a $50,000 transfer into the Aggregate Floor Strategy. For the allocation renewing from the prior Strategy Term, the Aggregate Floor carried forward to the next Strategy Term remains $90,000 because 80% of the Strategy Contract Value did not exceed the prior Aggregate Floor. Following the transfer, your Aggregate Floor will increase by $45,000 (90% of $50,000 transfer) to a total of $135,000 Aggregate Floor. Example continued, for the next Strategy Term, your Aggregate Floor Percentage would be -12.9% (Aggregate Floor of $135,000/Strategy Contract Value of $155,000 – 1). Please see Appendix CD for more details and examples on the calculations.

Your Aggregate Floor can also increase if you select a "“reset," ” as discussed below in this section.

The Aggregate Floor is set before the beginning of each Strategy Term. It is equal to Max [A,B] + C – D, where:

A is one plus the minimum Floor Percentage (-20%) under the Aggregate Floor Indexed Strategy x the Strategy Contract Value at the end of the prior Strategy Term;

B is the Aggregate Floor at the end of the prior Strategy Term;

C is Contract Value transferred into the Aggregate Floor Indexed Strategy since the end of the prior Strategy Term; multiplied by one plus the initial Aggregate Floor Percentage and

D is Contract Value transferred out of the Aggregate Floor Indexed Strategy since the end of the prior Strategy Term multiplied by [one plus the maximum of the minimum Floor Percentage and the (Aggregate Floor at the end of the prior Strategy Term divided by the Strategy Contract Value at the end of the prior Strategy Term minus one)]

Aggregate Floor Percentage

The initial Aggregate Floor Percentage will always be equal to -10%. As discussed above, at the start of each new one year consecutive subsequent Aggregate Floor Indexed Strategy Term, the Aggregate Floor Percentage and the corresponding Index Caps may change based on the prior year'’s (negative or positive) Index performance. First, we We calculate your new Aggregate Floor. Then We calculate the Aggregate Floor Percentage. The Aggregate Floor Percentage can vary from -20% to 0%. As the Aggregate Floor and the Strategy Contract Value changes, the Aggregate Floor Percentage also changes to reflect the largest percentage that your Strategy Contract Value can decrease, based on the new Aggregate Floor, at the end of the Strategy Term. Your Aggregate Floor Percentage will then determine the Index Caps for that Strategy Term. Index Caps for each Aggregate Floor Percentage upon renewal will be available 10 days prior to the end of the Strategy Term, as discussed in more detail below in this section.

Floor Percentage. The Aggregate Floor Percentage can vary from -20% to 0%. As the Aggregate Floor and the Strategy Contract Value changes, the Aggregate Floor Percentage also changes to reflect the largest percentage that your Strategy Contract Value can decrease, based on the new Aggregate Floor, at the end of the Strategy Term. Your Aggregate Floor Percentage will then determine the Index Caps for that Strategy Term. Index Caps for each Aggregate Floor Percentage upon renewal will be available 10 days prior to the end of the Strategy Term, as discussed in more detail below in this section.

In general, following positive performance in a prior Contract Year, your Aggregate Floor Percentage will decrease for the next Contract Year (this means your potential loss will be larger) and the Index Caps renewal rates will increase (this means your potential gain will be higher). Alternatively, if you have negative performance in the prior Contract Year, your Aggregate Floor Percentage in the subsequent Contract Year will be higher (this means your potential loss will be smaller), and your Index Caps will be lower (this means you will have a lower potential gain.) In all cases, however, the new Aggregate Floor Percentage will never permit losses that would allow the Strategy Contract Value to decrease below the Aggregate Floor.

The Aggregate Floor Percentage is set at the beginning of each Strategy Term, the result will range between 0 and -20%. It is equal to A divided by (B + C – D) minus one, where

A is the Aggregate Floor as calculated above

B is the Strategy Contract Value at the end of the prior Strategy Term

C is Contract Value transferred into the Aggregate Floor Indexed Strategy since the end of the prior Strategy Term, and

D is Contract Value transferred out of the Aggregate Floor Indexed Strategy since the end of the prior Strategy Term.

Aggregate Floor Percentage Example: Assume that you allocated $100,000 in Contract Value entirely to the Aggregate Floor Indexed Strategy. The Aggregate Floor Percentage is -10% and, at the end of the Strategy Term, the Index Return is -6%. In this case, to calculate the Index Credit, We would compare the Aggregate Floor Percentage of -10% to the Index Return of -6%. Because the Aggregate Floor Percentage (-10%) is less than the Index Return (-6%), We would apply an Index Credit equal to -6% to the Indexed Strategy Base, resulting in $94,000 in ending Contract Value. In this Strategy Term, the Aggregate Floor Percentage did not provide any downside protection.

Assume funds remain in the same Aggregate Floor Indexed Strategy. The Aggregate Floor Percentage for Contract Year 2 is -4.3%, which is derived by taking the Aggregate Floor divided by the beginning Contract Value minus 1 ($90,000/$94,000 – 1). At the end of the second Strategy Term, the Index Return is -6%. In this case, to calculate the Index Credit, We would compare the Aggregate Floor Percentage of -4.3% to the Index Return of -6%. Because the Aggregate Floor Percentage (-4.3%) is greater than the Index Return (-6%), We would apply an Index Credit equal to -4.3% to the Indexed Strategy Base, resulting in $90,000 in ending Contract Value. In this Strategy Term, the Aggregate Floor Percentage did provide downside protection.

Year		Beginning Contract Value				Indexed Strategy Base		Aggregate Floor		Aggregate Floor Percentage			Index Return			End Contract Value
	Beginning Contract	Indexed Strategy	Aggregate	Aggregate Floor	Index	End Contract
1			100,000				100,000		90,000		-10.0	%		-6	%		94,000
Year	Value	Base	Floor	Percentage	Return	Value
2			94,000				94,000		90,000		-4.3	%		-6	%		90,000
1	100,000	100,000	90,000	-10.0%	-6%	94,000
2	94,000	94,000	90,000	-4.3%	-6%	90,000

~~See Appendix C for examples illustrating the operation of the Aggregate Floor over multiple Strategy Terms.~~ 48

See Appendix D for examples illustrating the operation of the Aggregate Floor over multiple Strategy Terms.

Aggregate Floor Percentage Resets

You also have the option to elect to reset the Aggregate Floor Percentage during the Reallocation Period to -10%, which will impact your Aggregate Floor going forward and will impact your Index Caps for the next consecutive Strategy Term.

The reset feature provides the option to reset the level of Aggregate Floor Percentage to the initial Aggregate Floor Percentage during each Strategy Term. You must elect this feature during the Reallocation Period. If you do not elect to reset the Aggregate Floor Percentage, weWe will automatically recalculate the Aggregate Floor Percentage at the start of each new Strategy Term. Please see "“Risk Factors"” for further discussion of any risks and benefits of exercising the reset feature.

The Aggregate Floor will increase or decrease upon the election of the reset feature. At the time the reset feature is elected, the Aggregate Floor will be reset equal to 90% of your Strategy Contract Value. Resetting the Aggregate Floor Percentage enables a Contract Owner to accept more or less risk at the start of the next Strategy Term. See Examples 1 and 2 below for a reset to decrease downside exposure and a reset to increase downside exposure. If a reset of the Aggregate Floor is elected and the Aggregate Floor Percentage was greater than -10%, then the Aggregate Floor protection of 90% of the initial allocation (and any subsequent allocations up to the reset) would no longer apply following the reset.

Example 1 — Aggregate Floor Reset to decrease downside exposure:

When Strategy Contract Value has increased and the Aggregate Floor Percentage is less than -10%, resetting will increase the Aggregate Floor and lock in a higher ~~floor~~Floor, which will result in potentially lower Index Caps. This might be appropriate for a Contract Owner who wants to protect gains prospectively.

Aggregate Floor Percentage	-20%	~~-20~~	%
Strategy Contract Value	$125,000	~~125,000~~
Aggregate Floor	$100,000	~~100,000~~
Elect to Reset Aggregate Floor Percentage
Aggregate Floor Percentage	-10%	~~-10~~	%
Strategy Contract Value	$125,000	~~125,000~~
Aggregate Floor	$112,500	~~112~~90% of $125,~~500~~000 Strategy Contract Value		~~90% of $125,000 Strategy Contract Value~~

This reset of the Aggregate Floor Percentage will limit upside potential for the next Strategy Term (Lower Index Caps for greater downside protection).

Example 2 — Aggregate Floor Reset to increase downside exposure:

When Strategy Contract Value has decreased and the Aggregate Floor Percentage is greater than -10%, resetting will decrease the Aggregate Floor and lock in a lower ~~floor~~Floor which will result in potentially higher Index Caps. This might be appropriate for a Contract Owner who is willing to take greater downside potential in order to capture more positive performance in the Index through increased Index Caps.

Aggregate Floor Percentage	0%	0	%
Strategy Contract Value	$90,000	~~90,000~~
Aggregate Floor	$90,000	~~90,000~~
Elect to Reset Aggregate Floor Percentage
Aggregate Floor Percentage	-10%	~~-10~~	%
Strategy Contract Value	$90,000	~~90,000~~
Aggregate Floor	$81,000	8190% of $90,000 Strategy Contract Value		~~90% of $90,000 Strategy Contract Value~~

This reset of the Aggregate Floor Percentage will increase upside potential for the next Strategy Term (Higher Index Caps for less downside protection).

Please see Appendix CD for additional reset examples.

Communicating Aggregate Floor Percentage and Index Caps for Consecutive Subsequent Aggregate Floor Indexed Strategy Terms

At least ten days prior to the start of each Strategy Term, We will set all applicable Index Caps for the next Strategy Term for the Aggregate Floor Indexed Strategy. Each Index Caps will correspond to a specified range of Aggregate Floor Percentages, as follows:

Hypothetical Renewal Index Caps for example with given Aggregate Floor Percentages:

Sample Aggregate Floor Percentage	Sample Cap	~~Sample Cap~~
0% to greater than -3%	2.50%	~~2.50~~	%
-3% to greater than -7%	4.50%	~~4.50~~	%
-7% to greater than -10%	7.50%	~~7.50~~	%
-10% to greater than -13%	10.00%	~~10.00~~	%
-13% to greater than -17%	12.50%	~~12.50~~	%
-17% to greater than -20%	16.50%	~~16.50~~	%
-20%	22.00%	~~22.00~~	%

35These are not set Aggregate Floor Percentages or Index Caps. This table is strictly an example of how We will communicate the renewal Aggregate Floor Percentages and Index Caps. These Aggregate Floor Percentages and Caps are not affiliated with any actual Aggregate Indexed Floor Strategy.

~~These~~It is ~~are~~important ~~not~~to ~~set~~note that your Aggregate Floor ~~Percentages~~Percentage orfor ~~Index~~the ~~Caps.~~next ~~This~~Strategy ~~table~~ Term is ~~strictly~~not andetermined ~~example~~until the end of ~~how~~your wecurrent Strategy ~~will~~Term. ~~communicate~~This is because it is based on the ~~renewal~~new Aggregate Floor. ~~Percentages~~The new Aggregate Floor is not calculated until the Index Credit is calculated and applied from the preceding Strategy Term. This means that while each Contract Owner will know the range of new possible Index Caps. ~~These~~and Aggregate Floor Percentages prior to the start of the new Strategy Term, the precise applicable ~~and~~Index Caps ~~are~~and Aggregate Floor Percentage based will not ~~affiliated~~be ~~with~~known ~~any~~until ~~actual~~the ~~Aggregate~~start ~~Indexed~~of ~~Floor~~the Strategy Term. Please reference Appendix D for further examples of the operations of the renewal Index Caps and Aggregate Floor Percentages.

ItAs outlined isimmediately ~~important~~above, toWe ~~note~~set ~~that~~new ~~your~~Index ~~Aggregate~~Caps ~~Floor~~at ~~Percentage~~least ~~for~~10 ~~the next~~days ~~Strategy~~before ~~Term is not determined until~~ the ~~end~~start of ~~your~~every ~~current Strategy Term. This is because it is based on the~~ new Aggregate Floor~~. The~~ ~~new~~Indexed ~~Aggregate~~Strategy Term ~~Floor~~by ispublishing ~~not~~a ~~calculated~~finite ~~until~~table ~~the~~of Index ~~Credit~~Caps isbased ~~calculated~~on ~~and~~a ~~applied~~range ~~from~~of ~~the~~Aggregate ~~preceding~~Floor ~~Strategy Term~~Percentages. ~~This~~If ~~means that~~you ~~while~~are ~~each~~not ~~Contract~~satisfied ~~Owner will know~~ with the ~~range of new possible~~ Index Caps ~~and~~We ~~Aggregate~~set ~~Floor Percentages~~ prior to the start of the ~~new~~ Strategy Term, ~~the~~either ~~precise~~before ~~applicable~~or ~~Index~~after ~~Caps and Aggregate Floor Percentage based will not be known until~~ the ~~start~~next ~~of the~~ Strategy Term. ~~Please~~begins, ~~reference~~you ~~Appendix~~have several Coptions, ~~for~~as ~~further examples of the operations of the renewal Index Caps and Aggregate Floor Percentages.~~follows:

As outlined immediately above, We set new Index Caps at least 10 days before the start of every new Aggregate Floor Indexed Strategy Term by publishing a finite table of Index Caps based on a range of Aggregate Floor Percentages. If you are not satisfied with the Index Caps we set prior to the start of the Strategy Term, either before or after the next Strategy Term begins, you have several options, as follows:

●

Based on that table of Index Caps, a Contract Owner can choose to transfer Strategy Contract Value out of the Aggregate Floor Indexed Strategy during the Reallocation Period and the transfer will be effective for the next Strategy Term.

●

Based on that table of Index Caps, a Contract Owner can elect to reset the Aggregate Floor Percentage to -10% during the Reallocation Period (which will correspond to the published set Index Caps for the -10% Aggregate Floor Percentage).

●

Based on the table of Index Caps, We will determine if any of the set Index Caps trigger the bailout feature. If a Contract Owner does not want the pre-published Index Caps, based on the Aggregate Floor Percentage calculated at the start of the Strategy Term, if the bailout feature applies, the Contract Owner can make a partial withdrawal or full surrender without any MVA or Withdrawal Charges, if applicable. Any partial withdrawals will be taken proportionately across all Indexed Strategies.

●

After the Strategy Term begins, you can always elect the Performance Lock and receive a fixed credited rate until the end of the Strategy Term. For any Strategy Contract Value allocated to the Aggregate Floor Indexed Strategy at issue or on any future Contract Anniversary, the initial Aggregate Floor will be based on the dollar amount allocated to the Indexed Strategy at that time The Aggregate Floor Indexed Strategy is available for a single Strategy Term, but the downside protection guarantee for the Aggregate Floor Indexed Strategy will not span multiple one year Strategy Terms if not invested in consecutive one year Strategy Terms.

See Appendix CD for more detailed examples. Aggregate Floor Percentage provides only limited protection from downside risk. It does not provide absolute protection against negative Index Credit (unless your Aggregate Floor Percentage is 0%), and you may lose money. Additionally, Rider Charges, Withdrawal Charges, advisory fees, MVAs, and taxes, if applicable, will further reduce your Contract Value and are not subject to the Aggregate Floor Percentage.

Aggregate Floor Percentage provides only limited protection from downside risk. It does not provide absolute protection against negative Index Credit, and you may lose money. Additionally, Rider Charges, Withdrawal Charges, advisory fees, MVAs, and taxes, ~~if applicable, will further reduce your Contract Value and are not subject to the Aggregate Floor Percentage.~~

Buffer Percentage Example 1: Assume that you allocated Contract Value to an Indexed Strategy that includes a Buffer Percentage, and, on the Ending Index Date, the Index Return is -5%. In this case, to calculate the Index Credit, We would compare the Buffer Percentage of 10% to the Index Return of -5%. Because the negative Index Return (-5%) does not exceed the Buffer Percentage of 10%, the Index Credit of 0% would be applied to the Indexed Strategy Base. In this example, the Buffer Percentage provided complete downside protection by preventing you from receiving negative Index Credit. 50

~~Buffer~~if ~~Percentage Example 2:~~applicable, ~~Assume~~will ~~that~~further ~~you~~reduce ~~allocated~~your Contract Value ~~to an Indexed Strategy that includes a Buffer Percentage,~~ and, onare ~~the~~not ~~Ending~~subject ~~Index Date the Index Return is -15%. In this case,~~ to ~~calculate~~ the ~~Index~~Aggregate ~~Credit,~~Floor ~~We would compare the Buffer~~ Percentage ~~of 10% to the Index Return of -15%~~. Because the negative Index Return (-15%) exceeds the Buffer Percentage of 10%, an Index Credit of 5% would be applied to the Indexed Strategy Base. In this example, the Buffer Percentage provided partial downside protection because it limited your loss from -15% to -5%, but it did not provide complete downside protection.

PERFORMANCE LOCK

If you allocate Contract Value to an Indexed Strategy for a Strategy Term, you may exercise the Performance Lock feature, and your Strategy Contract Value for the remainder of the Strategy Term will be "locked-in" at the Strategy Interim Value calculated at the end of the second Valuation Day following the Valuation Day on which We receive your request, and will accumulate at a fixed rate equivalent.

36● You may exercise the Performance Lock feature manually at any time by notifying Us prior to 4:00 p.m. Eastern Time on the fourth to last Valuation Day of the Strategy Term, in which case your Strategy Contract Value for the remainder of the Strategy Term will be “locked-in” at the Strategy Interim Value calculated at the end of the second Valuation Day following the Valuation Day on which We receive your request

to● ~~the~~You ~~One-Year~~can ~~Fixed~~also ~~Strategy~~request ~~for~~an ~~the~~automatic ~~remainder~~Performance ofLock ~~the~~based ~~Strategy~~on ~~Term. If~~pre-established targets you ~~exercise~~may ~~the~~set ~~Performance~~for ~~Lock~~any ~~feature,~~Indexed noStrategy ~~Index~~for ~~Credit~~a ~~for~~Strategy ~~that~~Term. ~~Indexed~~By ~~Strategy~~setting ~~will~~a betarget ~~credited~~for toautomatic Performance Lock, you atare ~~the~~authorizing ~~end~~Us ofto ~~the~~automatically ~~Strategy Term,~~execute ~~regardless~~a ofPerformance ~~whether~~Lock ~~the~~if ~~Index~~and ~~Credit~~when ~~would~~that ~~have~~target ~~been~~is ~~positive~~reached, ~~negative~~if orreached ~~equal~~during tothe ~~zero.~~Strategy ~~You~~Interim ~~may~~Value ~~request~~calculation toat ~~exercise~~ the ~~Performance Lock~~end ~~feature~~of at any ~~time~~Valuation ~~prior~~Day toon or before the fourth to last Valuation Day of ~~a Strategy Term. You may exercise~~ the ~~Performance Lock feature only once each~~ Strategy Term ~~for each Indexed Strategy~~. ~~The~~If ~~exercise~~an ofautomatic ~~the~~ Performance Lock ~~feature~~target is ~~irrevocable. To exercise the Performance Lock feature~~reached, ~~you must submit a request to Us. If~~ We ~~receive~~lock-in ~~your~~the ~~request~~Strategy onInterim aValue ~~non-Valuation~~calculated ~~Day~~at ~~or after~~ the ~~close~~end of athe second Valuation Day~~, your~~ ~~request~~following ~~will be deemed to be received on~~ the ~~next~~target ~~Valuation~~being ~~Day~~reached. IfYou ~~you~~may ~~take~~change ayour ~~withdrawal~~targets and/or acancel ~~Rider~~the ~~Charge~~automatic ~~and/or~~Performance anLock ~~advisory fee~~as ~~has~~long ~~been~~as ~~assessed from an Indexed Strategy during a Strategy Term after you exercised~~ the Performance Lock ~~feature,~~has your Strategy Contract Value will be reduced by the amount withdrawn and/or the Rider Charge and/or the advisory fee assessed, including any applicable Withdrawal Charges, MVAs and taxes payable by Us and not ~~previously~~yet ~~deducted~~been triggered.

Alternative to the automatic Performance Lock, you may also elect performance notification. With this feature, you may set a target for any Indexed Strategy for a Strategy Term, and if and when that target is reached, you and your financial professional will receive digital notice. With performance notification, a Performance Lock will not be automatically executed; you will need to manually exercise the Performance Lock, if you choose to do so. Upon exercise of a Performance Lock, your locked-in Strategy Contract Value will accumulate at a fixed rate equivalent to the One-Year Fixed Strategy for the remainder of the Strategy Term. No Index Credit for that Indexed Strategy will be credited to you at the end of the Strategy Term, regardless of whether the Index Credit would have been positive, negative or equal to zero. Additionally, for the Dual Directional Yield strategies, no additional Performance Credits will be credited on subsequent Quarterly Anniversaries during the Strategy Term. If you take a withdrawal, or a Rider Charge or an advisory fee has been assessed, from an Indexed Strategy during a Strategy Term after the Performance Lock feature has been exercised, your Strategy Contract Value will be reduced by the amount deducted, including any applicable Withdrawal Charges, MVAs and taxes payable by Us and not previously deducted.

You may exercise the Performance Lock feature only once each Strategy Term for each Indexed Strategy. The exercise of the Performance Lock feature is irrevocable. To exercise the Performance Lock feature upon request, or to establish an automatic Performance Lock target, you must submit a request to Us. If We receive your request on a non-Valuation Day or after the close of a Valuation Day, your request will be deemed to be received on the next Valuation Day.

If you exercise the Performance Lock feature based on a Strategy Interim Value that is higher than your Indexed Strategy Base at the beginning of the Strategy Term, you will realize positive investment return with respect to that Indexed Strategy for that Strategy Term (excluding the impact of any Withdrawal Charges, MVAs or taxes if you take a withdrawal from that Indexed Strategy). If you exercise the Performance Lock feature based on a Strategy Interim Value that is lower than your Indexed Strategy Base at the beginning of the Strategy Term, you will realize a negative investment return with respect to that Indexed Strategy for that Strategy Term.

For one year Strategy Terms, following the ~~second Valuation Day after you exercise the~~ Performance Lock ~~feature~~Date, the Strategy Contract Value will be credited daily interest at a rate equal to the One-Year Fixed Strategy. The Strategy Contract Value will remain in the same ~~Index~~Indexed ~~option~~Strategy, unless directed otherwise during the Reallocation Period. See section "“Reallocation Period"” for additional information.

For Strategy Terms greater than one year, on the Performance Lock Date, Strategy Contract Value will be ~~transferred~~automatically transferred to the One-Year Fixed Strategy.

For example, assuming you allocated $100,000 at the start of an Indexed Strategy Term to an annual Buffer/~~cap~~Cap Indexed Strategy and mid-year when the Strategy Interim Value was $108,000 you elected the Performance Lock feature in your Contract. Upon election of this feature, you are no longer subject to the parameters of that Indexed Strategy and now until the end of the Strategy Term your Strategy Contract Value will grow at a fixed interest rate.

See Appendix B for a description of how Strategy Interim Values are calculated. You may contact Us at 833-ASK GA 4U (833-275-4248) to obtain your Strategy Interim Value for any Indexed Strategy to which you allocated Contract Value.

You should consider these important factors when deciding whether to exercise the Performance Lock feature:

●

You may exercise the Performance Lock feature only once during a Strategy Term for each Indexed Strategy, and you cannot revoke your decision once you exercise the Performance Lock feature.

●

You can only exercise the Performance Lock feature for the full amount of your Strategy Contract Value.

● ~~Even~~ ifYou the Index's performance has been positive, it is possible that your Strategy Interim Value may have decreased at the time your Strategy Interim Value gets locked in. Although you may contact Us to obtain your current Strategy Interim Value, you will not know the ~~Strategy Interim Value used to lock~~locked-in ~~your~~ Strategy Contract Value in advance., ~~This~~regardless ~~is because We use the Strategy Interim Value calculated at the end~~ of ~~the~~how ~~second~~Performance ~~Valuation~~Lock ~~Day~~is ~~following the Valuation Day on which We receive your request~~exercised. The Strategy Interim Value on the second following Valuation Day following the Valuation Day on which We received your request may be higher or lower than the Strategy Interim Value on the Valuation Day that We received your request or that you last obtained.If

● After you exercise the Performance Lock feature for an Indexed Strategy, your Strategy Contract Value will increase at a daily fixed interest rate equal to the One-Year Fixed Strategy Rate. You will not be receive an Index Credit at the end of the Strategy Term, regardless of whether the Index Credit would have been positive, negative, or equal to zero. 51

you submit a request to exercise Performance Lock, We use the Strategy Interim Value calculated at the end of the second Valuation Day after We receive your request. As a result, the locked-in Strategy Contract Value may be higher or lower than it was at the point you requested the Performance Lock. If an automatic Performance Lock target is reached, We lock-in the Strategy Interim Value calculated at the end of the second Valuation Day following the target being reached, so the locked-in Strategy Contract Value could be lower or higher than the automatic Performance Lock target you set.

●

After you exercise the Performance Lock feature for an Indexed Strategy, your Strategy Contract Value will increase at a daily fixed interest rate equal to the One-Year Fixed Strategy Rate. You will not receive an Index Credit at the end of the Strategy Term, regardless of whether the Index Credit would have been positive, negative, or equal to zero. Additionally, for the Dual Directional Yield strategies, you will not receive any additional Performance Credits.

●

If you take a withdrawal from Strategy Contract Value and/or an advisory fee or Rider Charge is deducted from Strategy Contract Value, during the remainder of the Strategy Term after you exercise the Performance Lock feature, your Strategy Contract Value will be reduced.

● We ~~will~~For ~~not~~Dual ~~provide~~Directional ~~advice~~strategies, oralthough ~~notify~~negative ~~you~~Index ~~regarding whether~~performance ~~you~~can ~~should~~result ~~exercise~~in ~~the~~positive ~~Performance~~Index ~~Lock~~Credit ~~feature~~ or ~~the~~Performance ~~optimal~~Credit ~~time~~Rate ~~for~~based ~~doing~~on ~~so.~~the Weapplicable ~~will~~Indexed ~~not~~Strategy ~~warn~~Parameters, ~~you~~ if ~~you exercise the~~ Performance Lock ~~feature~~is exercised at a ~~sub-optimal~~ time. Wewhen ~~are~~your ~~not~~Strategy ~~responsible~~Interim ~~for~~Value ~~any~~has ~~losses~~declined, ~~related~~you toare ~~your~~locking ~~decision~~in ~~whether~~any orloss. You will not toreceive ~~exercise~~any ~~the~~positive ~~Performance Lock~~credits ~~feature~~upon locking-in a loss.

●

IMPACT OF WITHDRAWALS FROM INDEXED STRATEGIES

You may surrender your Contract or take a partial withdrawal from your Contract at any time during the Accumulation Period. Withdrawals may be subject to Withdrawal Charges, MVA, taxes payable by Us and any pro-rated Rider Charges. See the "“Contract Charges" ” section.

You should carefully consider the risks associated with withdrawals under the Contract, including withdrawals before the end of a Strategy Term (i.e., withdrawals based on Strategy Interim Value). The Strategy Interim Value is not tied directly to the performance of of the Index, although Index performance is one factor that impacts your Strategy Interim Value. Strategy Interim Value is calculated as ~~differently~~described ~~for~~in ~~Contracts~~Appendix ~~issued~~B. ~~before~~The ~~May~~Strategy 1,Interim ~~2024~~Value is calculated using a formula that does not directly reflect the actual performance of the applicable Index and ~~Contracts~~is ~~issued~~not onsubject to the Buffer Percentage or ~~after~~Floor ~~May~~Percentage. 1The Strategy Interim Value may reflect lower gains, ~~2024~~if the Index is performing positively, asand ~~described~~higher losses, if the Index is performing negatively, than would apply at the end of the Strategy Term. This means that partial withdrawals (including withdrawals to pay advisory fees, systematic withdrawals and Required Minimum Distributions under the Contract) during a Strategy Term could result in ~~Appendix~~a Bgreater reduction in your Strategy Contract Value than if you waited until the end of the Strategy Term to take a withdrawal. The Strategy Interim Value is generally expected to be less than the term-to-date Index performance on any Valuation Day. In addition, any partial withdrawal will proportionately reduce your Indexed Strategy Base, which could be significantly more than the dollar amount of your withdrawal. This will reduce any gains at the end of the Strategy Term.

Partial withdrawals (including withdrawals to pay advisory fees, systematic withdrawals and Required Minimum Distributions under the Contract) before the end of a Strategy Term could result in a greater reduction in your Strategy Contract Value than if you waited until the end of the Strategy Term to take a withdrawal. In addition, any partial withdrawal will proportionately reduce your Indexed Strategy Base, which could be significantly more than the dollar amount of your withdrawal. This will reduce any gains at the end of the Strategy Term.

You should fully understand how a withdrawal from an Indexed Strategy reduces your Strategy Contract Value and Indexed Strategy Base because such reductions could significantly reduce the value of the Contract.

Specifically, Indexed Strategy withdrawals will negatively impact your Contract in these ways:

● They will cause your Strategy Interim Values for the remainder of the Strategy Term to be lower than if you did not take the withdrawal. Because your Strategy Contract Value is set equal to your Strategy Interim Value on any given Valuation Day during a Strategy Term (except the first day of the Strategy Term), lower Strategy Interim Values will result in lower Strategy Contract Values. For investments allocated to Indexed Strategies, your Strategy Contract Value, less any applicable Withdrawal Charges, MVA and/or prorated Rider Charge is the amount available for partial withdrawals (including withdrawals to advisory fees, although if taken as part of Our systematic withdrawal program, Withdrawal Charges and MVAs will not apply), full surrender of your Contract, annuitization and Death Benefit payments.

Strategy Contract Values. For investments allocated to Indexed Strategies, your Strategy Contract Value, less any applicable Withdrawal Charges, MVA and/or prorated Rider Charge is the amount available for partial withdrawals (including withdrawals to advisory fees, although if taken as part of Our systematic withdrawal program, Withdrawal Charges and MVAs will not apply), full surrender of your Contract, annuitization and Death Benefit payments.

●

At the end of the Strategy Term, assuming that you do not exercise the Performance Lock feature, any positive increase credited to your Contract will be lower than if you did not take the withdrawal. This is because a withdrawal proportionately reduces your Indexed Strategy Base, and the increase credited to your Contract is calculated by multiplying the Indexed Strategy Base by the Index Credit. Proportionate reductions could be significantly more than the dollar amount of your withdrawal.

●

If you exercise the Performance Lock feature, the Strategy Interim Values that you are able to lock-in with the Performance Lock feature will be lower than the Strategy Interim Values that would have been possible had you not taken the withdrawal.

●

If allocated to Aggregate Floor Indexed Strategy, any withdrawal, including withdrawals to pay advisory fees, systematic withdrawals and Required Minimum Distributions for the Contract will proportionally reduce you Aggregate Floor amount. Proportionate reductions could be significantly more than the dollar amount of your withdrawal.

REALLOCATION PERIOD

~~REALLOCATION~~During the ~~REQUESTS~~Accumulation Period, you may reallocate Contract Value in an Indexed Strategy or the One-Year Fixed Strategy at the end of the Strategy Term, and you may reallocate Contract Value in the Performance Credit Account on any Contract Anniversary. You may not reallocate Contract Value at any other times.

~~You~~In order ~~may~~to reallocate your Contract Value ~~among the available Indexed Strategies~~, ~~and~~ ~~between~~We ~~the~~must ~~One-Year~~receive ~~Fixed~~a ~~Strategy~~reallocation ~~and~~request ~~available~~in ~~Indexed~~Good ~~Strategies~~Order ~~at the end of the Strategy Term~~ during the Reallocation Period., Noas ~~reallocations are allowed during a Strategy Term.~~follows:

~~The~~● ~~six~~To ~~year Indexed Strategies are only available on the Issue Date. Following the end of a six year Strategy Term, you must~~ reallocate ~~your Strategy~~ Contract Value tofrom aan ~~then available~~ Indexed Strategy or the One-Year Fixed Strategy, atyou ~~the~~may ~~start~~submit ofyour ~~the~~request ~~next~~for ~~Strategy~~a ~~Term.~~period Ifof ~~you~~30 dodays ~~not~~prior ~~provide~~to ~~instructions~~the inStrategy ~~Good~~Term ~~Order~~end ~~for~~date, ~~reallocating the~~and ~~Strategy~~We ~~Contract~~must ~~Value,~~receive Weyour ~~will~~request ~~reallocate~~at ~~the~~least ~~Strategy~~two ~~Contract~~Valuation ~~Value~~Days prior to the ~~One-Year Fixed~~ Strategy. ~~This~~Term ~~could~~end ~~significantly~~date. ~~reduce returns,~~Your asreallocation ~~the~~request ~~One-Year~~will ~~Fixed~~be ~~Strategy~~processed ~~could~~at ~~pay~~the asend ~~little~~of as the ~~guaranteed~~Strategy ~~minimum interest rate~~Term.

~~The~~● ~~amount~~To ofreallocate Contract Value ~~allocated~~from tothe anPerformance ~~Indexed~~Credit ~~Strategy~~Account, atyou ~~the beginning~~may ofsubmit your request for a ~~Strategy~~period ~~Term~~of 30 days prior to the Contract Anniversary, and We must bereceive your request at least ~~$2,500~~two orValuation ~~10%~~Days ofprior to the Contract ~~Value, whichever is greater~~Anniversary. IfYour ~~any~~ reallocation ~~you~~ request ~~would~~ ~~reduce~~will abe ~~Strategy~~processed on the Contract ~~Value~~Anniversary. toWhen ~~less~~requesting ~~than~~a reallocation from the ~~greater~~Performance ofCredit $2Account,~~500~~ oryou ~~10%~~must ofreallocate the ~~Contract~~entire ~~Value,~~Performance WeCredit ~~will~~Account ~~not~~Value. ~~process~~Partial ~~your~~reallocations ~~reallocation~~are not permitted.

● You ~~will~~may ~~receive~~submit a reallocation ~~notice~~request 30by ~~days~~any ~~prior~~method allowable by Us. Although We use reasonable procedures to prevent unauthorized account access, We cannot assure you that telephone or Internet activity will be completely secure or free of delays or malfunctions. If you choose to make reallocations by telephone or Internet, you must be willing to assume the ~~end~~risk of ~~a Strategy~~loss ~~Term~~that ~~with~~may ~~information~~occur ~~about~~despite ~~where~~Our reasonable efforts to ~~obtain~~verify ~~information~~identity. ~~about~~We ~~available~~are ~~Indexed~~not ~~Strategies~~responsible ~~and~~for ~~applicable~~the ~~rates~~negligence or wrongful acts of third parties.

38When reallocating Contract Value, you may reallocate such Contract Value to one or more of the available Indexed Strategies and/or the One-Year Fixed Strategy. You cannot reallocate Contract Value to the Performance Credit Account. In addition, there are restrictions on your choice of Indexed Strategies, as follows:

At● ~~least~~An ~~ten~~allocation ~~days~~to ~~prior~~a tothree-year ~~the~~or ~~start~~six-year ofIndexed ~~each~~Strategy is not permitted if the Strategy Term would begin during the Withdrawal Charge Period and extend beyond the end of the Withdrawal Charge Period. For example, Weif ~~will make~~you ~~available~~initially allocated your Premium Payment to the ~~applicable~~S&P 500 three year point-to-point Index Cap with 10% Buffer, ~~Participation~~at ~~Rate~~the third Contract Anniversary, ~~Tier~~you ~~Level~~may reallocate to another three-year Indexed Strategy, to a one-year Indexed Strategy or to the One-Year Fixed Strategy, but you may not reallocate to a six-year Indexed Strategy as the new Strategy Term would begin during the Withdrawal Charge Period and ~~Tier~~extend ~~Participation~~for ~~Rates~~three years beyond the Withdrawal Charge Period. Therefore, six-year Indexed Strategies may be elected at Issue or after the Withdrawal Charge Period ends. Three-year Indexed Strategies may be elected up to and including the third Contract Anniversary or after the Withdrawal Charge Period ends.

We● ~~set~~An ~~Index~~allocation ~~Caps,~~to ~~Participation~~a ~~Rates,~~three-year ~~Tier~~or ~~Participation~~six-year ~~Rates~~Indexed ~~and Tier~~Strategy ~~Level~~is ~~based~~not onpermitted ~~market~~if ~~factors~~the ~~such~~Strategy asTerm ~~interest~~would ~~rates~~extend ~~and~~beyond ~~market~~the ~~volatility~~Contract ~~subject~~Maturity ~~to minimum and/or maximum guarantees~~Date.

~~You~~● ~~must~~If ~~provide~~Contract inValue ~~Good~~is ~~Order~~already ~~instructions~~allocated ~~for reallocation by any method allowable by Us at least 2 Valuation Days prior~~ to ~~the end of the Strategy Term. Reallocation request will be processed at the end of the Strategy Term. If We do not receive~~ a ~~reallocation~~three-year ~~request,~~or nosix-year ~~reallocations will occur and your current reallocation will remain in place for the next Strategy Term, except as otherwise provided herein. If We discontinue offering an~~ Indexed Strategy, you ~~must reallocate~~may ~~your Strategy Contract Value to a currently available Indexed Strategy at the start of the next Strategy Term. If you do~~ not ~~provide~~ ~~instructions~~allocate inadditional ~~Good Order for reallocating the Strategy~~ Contract Value, We will reallocate the Strategy Contract Value to the One-Year Fixed Strategy. This could significantly reduce returns, as the One-Year Fixed Strategy could pay as little as the guaranteed minimum interest rate.

Although We use reasonable procedures to prevent unauthorized account access, We cannot assure you that telephone or Internet activity will be completely secure or free of delays or malfunctions. If you choose to make reallocations by telephone or Internet, you must be willing to assume the risk of loss that may occur despite Our reasonable efforts to verify identity. We are not responsible for the negligence or wrongful acts of third parties. 53

Value to that same Indexed Strategy until the ongoing Strategy Term ends. For example, if you initially allocated 50% of your Premium Payment to the S&P 500 three year point-to-point Participation Rate with 10% Buffer Indexed Strategy and 50% to the One-Year Fixed Strategy, at the first Contract Anniversary, you may not allocate additional funds to the S&P 500 three year point-to-point Participation Rate with 10% Buffer Indexed Strategy as you are currently allocated to that Indexed Strategy. At the third Contract Anniversary, when that Strategy Term ends, you may then reallocate Contract Value into a new S&P 500 three-year point-to-point Participation Rate with 10% Buffer Indexed Strategy, if you choose.

●

For the Dual Directional Yield strategies, Contract Value may be allocated to either the 10% or the 20% Buffer strategy, but not both.

The amount of Contract Value allocated to a strategy at the beginning of a Strategy Term must be at least $2,500 or 10% of the Contract Value, whichever is greater. If any reallocation you request would reduce a Strategy Contract Value to less than the greater of $2,500 or 10% of the Contract Value, We will not process your reallocation.

During the Reallocation Period, If We do not receive a timely reallocation request in Good Order, the following will apply:

●

For Contract Value in an Indexed Strategy or the One-Year Fixed Strategy, no reallocation will occur and your current allocation will remain in place for the next Strategy Term, except as otherwise provided herein. For an Indexed Strategy, if We have discontinued offering that Indexed Strategy, or if your current allocation is not permissible for a new Strategy Term, We will reallocate the Strategy Contract Value to the One-Year Fixed Strategy. This could significantly reduce returns, as the One-Year Fixed Strategy could pay as little as the guaranteed minimum interest rate.

●

For Contract Value in the Performance Credit Account, no reallocation will occur and your Performance Credit Account Value will remain in the Performance Credit Account, and the interest rate that we declared for the next Contract Year will apply. The Performance Credit Account could pay as little as the guaranteed minimum interest rate.

You will receive a reallocation notice 30 days prior to the end of a Strategy Term with information about where to obtain information about available Indexed Strategies and applicable rates. At least ten days prior to the start of each Strategy Term, We will make available the applicable Index Cap, Participation Rate, Index Trigger Rate, Performance Yields, or Tier Level and Tier Participation Rates. We set Index Caps, Participation Rates, Index Trigger Rate, Performance Yield, Tier Participation Rates and Tier Level based on market factors such as interest rates and market volatility subject to minimum and/or maximum guarantees.

ACCESS TO YOUR MONEY DURING THE ACCUMULATION PERIOD

TYPES OF WITHDRAWALS

You may access your Contract Value during the Accumulation Period:

●

by taking partial withdrawals;

●

by requesting withdrawals from Contract Value to pay an advisory fee up to a maximum of 1.5% of the Contract Value; or

●

by surrendering your Contract (i.e. taking a full withdrawal)

Your Contract Value will decline whenever you take partial withdrawals. If a partial withdrawal would cause your Contract Value to be less than $2,500, We will instead pay you the Surrender Value and terminate your Contract. If you surrender your Contract, We will pay you the Surrender Value and terminate your Contract. You may not take withdrawals greater than your Surrender Value. If you do not want your Contract, including any Death Benefit, terminated without value, do not make a withdrawal that risks reducing your Contract Value below $2,500.

Partial withdrawals and surrenders (full withdrawals) may be subject to Withdrawal Charges. See the section titled "“Withdrawal Charge" ” for more information about Withdrawal Charges. Amounts up to the Free Withdrawal Amount, which includes the Required Minimum Distribution for the Contract, that are withdrawn or surrendered during the Withdrawal Charge Period are not subject to the Withdrawal Charge and MVA. Withdrawals eligible under the nursing home waiver or terminal illness waiver and withdrawals taken via a systematic withdrawal program to pay advisory fees also are not subject to the Withdrawal Charge and MVA. WeWithdrawals ~~will~~attributed ~~deduct~~to the ~~prorated Rider Charge from your Surrender Value, if applicable. In addition, a partial withdrawal will reduce~~Performance ~~your~~Credit ~~Indexed~~Account ~~Strategy~~are ~~Base~~not ~~and~~subject ~~will~~to ~~cause your Strategy Interim Values for~~ the ~~remainder~~Withdrawal ofCharge ~~the~~and ~~Strategy~~MVA. ~~Term~~We towill bededuct ~~lower than if you did not take~~ the ~~withdrawal.~~prorated ~~Because~~Rider ~~your~~Charge ~~Strategy~~from ~~Contract Value equals to~~ your ~~Strategy Interim Value on any given Valuation Day during~~Surrender ~~a Strategy Term (except the first day of the Strategy Term)~~Value, ~~lower~~if ~~Strategy Interim Values result in lower Strategy Contract Values~~applicable.

In addition, a partial withdrawal will reduce your Indexed Strategy Base. It will cause your Strategy Interim Values for the remainder of the Strategy Term to be lower than if you did not take the withdrawal. Because your Strategy Contract Value equals your Strategy Interim Value on any given Valuation Day during a Strategy Term (except the first day of the Strategy Term), lower Strategy Interim Values result in lower Strategy Contract Values.

PARTIAL WITHDRAWALS

During the Accumulation Period, you can make partial withdrawals from your Contract Value at any time by submitting a request. Partial withdrawals must be at least $1,000. WeThere ~~will~~is ~~only~~no ~~process~~minimum withdrawal ~~requests~~ ~~that~~amount ~~are~~for ~~received~~amounts inwithdrawn ~~Good Order. Partial withdrawals will be taken proportionately~~ from the ~~One-Year~~Performance ~~Fixed~~Credit ~~Strategy and Indexed Strategies based on how your Contract Value is allocated by percentage~~Account. ~~The minimum Contract Value following any partial withdrawal is~~ ~~$2,500, and if any partial withdrawal would result in your Contract Value being less than $2,500,~~ We will ~~instead~~only ~~pay~~process ~~you~~withdrawal ~~the~~requests ~~Surrender Value~~that ~~and~~are ~~terminate~~received ~~your~~in ~~Contract.~~Good ~~If you surrender the Contract, We will pay you the Surrender Value and terminate your Contract~~Order.

Partial withdrawals, other than systematic withdrawals to pay advisory fees, will be taken from the Performance Credit Account first, if applicable. After the Performance Credit Account Value is depleted, any remaining partial withdrawal will be taken proportionally from the One-Year Fixed Strategy and Indexed Strategies based on how your Contract Value is allocated by percentage. Systematic withdrawals to pay advisory fees will be taken proportionally from the One-Year Fixed Strategy and Indexed Strategies first based on how your Contract Value is allocated by percentage. After the One-Year Fixed Strategy Value and Indexed Strategy values are depleted, any remaining systematic withdrawal to pay advisory fees will be taken from the Performance Credit Account.

The minimum Contract Value following any partial withdrawal is $2,500, and if any partial withdrawal would result in your Contract Value being less than $2,500, We will instead pay you the Surrender Value and terminate your Contract. If you surrender the Contract, We will pay you the Surrender Value and terminate your Contract.

Your withdrawal will be processed within two Valuation Days following the Valuation Day that We receive your request in Good Order. If We receive your request in Good Order on a day that is not a Valuation Day or after close of the Valuation Day, We will process it as if it was received on the following Valuation Day. In general, We will pay withdrawal requests within seven calendar days thereof, but We may delay payment for up to six months if the insurance regulatory authority of the state in which We issued the Contract approves such deferral.

Partial withdrawals taken from an Indexed Strategy may negatively impact your Strategy Contract Value for the remainder of the Strategy Term and permanently reduce your Indexed Strategy Base. See the section titled "“Impact of Withdrawals from Indexed Strategies.” Partial withdrawals from an Indexed Strategy may also negatively impact Strategy Interim Values that you may lock-in with the Performance Lock feature. See the section titled “Performance Lock.”

from Indexed Strategies." Partial withdrawals from an Indexed Strategy may also negatively impact Strategy Interim Values that you may lock-in with the Performance Lock feature. See the section titled "Performance Lock."

SURRENDERS

You can take a full withdrawal (i.e., surrender your Contract for its Surrender Value) at any time during the Accumulation Period by submitting a request in Good Order. All benefits under the Contract will be terminated as of two Valuation Days following the Valuation Day that We receive your surrender request.

Your surrender will be processed within two Valuation Days following the Valuation Day that We receive your request in Good Order. If We receive your request in Good Order on a day that is not a Valuation Day or after close of the Valuation Day, We will process it as if it was received on the following Valuation Day. In general, We will pay surrender requests within seven calendar days thereof, but We may delay payment for up to six months if the insurance regulatory authority of the state in which We issued the Contract approves such deferral.

If you take a withdrawal before the end of the Strategy Term, for Contract Value allocated to any Indexed Strategy, your Strategy Contract Value equals the Strategy Interim Value, which could be less than your investment even when the Index is performing positively. The Strategy Interim Value may reflect lower gains, if the Index is performing positively, and higher losses, if the Index is performing negatively, than would apply at the end of the Strategy Term (or, for Dual Directional Yield, lower gains than would apply on a Quarterly Anniversary, or higher losses than would apply at the end of the Strategy Term). The Strategy Interim Value is generally expected to be less than the term-to-date Index performance on any Valuation Day.

MARKET VALUE ADJUSTMENT

Cumulative withdrawals (partial or full) in any Contract Year that exceed the Free Withdrawal Amount during the Withdrawal Charge Period will be subject to an MVA. An MVA will also apply to the applicable remaining Contract Value that exceeds your Free Withdrawal Amount if you annuitize your Contract during the Withdrawal Charge Period. An MVA will not apply to amounts payable as a Death Benefit.

AnIn ~~MVA~~extreme ~~may~~circumstances, ~~apply~~it onis ~~any~~possible ~~day~~to ~~during~~lose ~~the~~100% ~~Withdrawal~~of ~~Charge Period, including~~ the ~~last~~amount ~~day~~withdrawn offrom aan Indexed Strategy ~~Term.~~ Andue ~~MVA~~to ~~may~~an ~~be positive~~MVA, ~~negative~~subject orto the ~~zero.~~applicable ~~The~~minimum ~~application~~non-forfeiture ofamount anunder ~~MVA differs depending on~~ the ~~Issue~~Contract ~~Date~~as ~~for~~described ~~your~~further ~~Contract, as follows:~~below.

●An MVA ~~For~~may ~~Contracts~~apply ~~issued~~on ~~before~~any ~~May~~day 1during the Withdrawal Charge Period, ~~2024~~including the last day of a Strategy Term. An MVA may be positive, negative anor zero. An MVA will be applied to Contract Value deducted in excess of the Free Withdrawal Amount from (i) the One-Year Fixed Strategy and (ii) any Indexed Strategy to the extent that the amount deducted from the Indexed Strategy is attributable to the Fixed Income Asset Proxy (as opposed to the Derivative Asset Proxy). The amount deducted from an Indexed Strategy that exceeds the Free Withdrawal Amount will be attributed to the Fixed Income Asset Proxy in same proportion that the Fixed Income Asset Proxy bears to the Strategy Contract Value immediately before the deduction, subject to capping the Free Withdrawal Amount attributed to the Fixed Income Asset Proxy at the total Free Withdrawal Amount attributed to that Indexed Strategy.

● For Contracts issued on or after May 1, 2024, an MVA will be applied to Contract Value deducted in excess of the Free Withdrawal Amount from (i) the One-Year Fixed Strategy and (ii) any Indexed Strategy to the extent that the amount deducted from the Indexed Strategy is attributable to the Fixed Income Asset Proxy (as opposed to the Derivative Asset Proxy). The amount deducted from an Indexed Strategy that exceeds the Free Withdrawal Amount will be attributed to the Fixed Income Asset Proxy in same proportion that the Fixed Income Asset Proxy bears to the Strategy Contract Value immediately before the deduction. 55

The MVA will be capped at the maximum possible positive MVA percentage that if applied on a full surrender of the Contract would decrease the Surrender Value to the minimum non-forfeiture amount, as described below. This guarantees the MVA will never decrease the Contract Surrender Value below the minimum non-forfeiture amount, but it will also limit the positive MVA that may apply to the Surrender Value. For example, if the difference between the Surrender Value following the Withdrawal Charge, but prior to the MVA, is $95,000 and the minimum non-forfeiture amount is $87,500 then the MVA is guaranteed to be no greater than the difference, $7,500, positive or negative. Accordingly, the MVA will result in a payment of no less than $87,500 and no more than $102,500 upon surrender.

Minimum non-forfeiture refers to the minimum value available for surrender under this annuity Contract. The minimum non-forfeiture amount prior to the Annuity Commencement Date shall be equal to the Premium Payments multiplied by the non-forfeiture factor stated in your Contract, accumulated at the non-forfeiture rate, less taxes and withdrawals, including advisory fee withdrawals. The non-forfeiture rate for funds allocated to the One- Year Fixed Strategy is stated in your Contract. The non-forfeiture rate for funds allocated to an Indexed Strategy is equal to the rate of return of the Indexed Strategy.

The MVA is designed to approximate the change in value of fixed income instruments We hold in support of Our payment obligations under the Contract. MVAs are calculated based on changes in prevailing interest rates. In general, if interest rates increase between the Issue Date and the date of the partial withdrawal, surrender or annuitization, the MVA will decrease the amount you receive. Conversely, if interest rates decline during this period, the MVA will increase the amount you receive.

The MVA Index is a measure of market interest rates. The MVA Index is identified on each Valuation Day during the Withdrawal Charge Period as the sum of the prior Valuation Day'’s closing values of:

(a)

the Daily Constant Maturity Treasury Rate for the fixed maturity time interval equal to the whole number of months remaining in the Withdrawal Charge Period plus

(b)

the Option Adjusted Spread of the Bloomberg Barclays U.S. Corporate Intermediate Bond Index

If the Option Adjusted Spread of the Bloomberg Barclays U.S. Corporate Intermediate Bond Index or the Daily Constant Maturity Treasury Rate is not published on a day for which an Index number is required, the nearest preceding published Index number will be used. With respect to the Daily Constant Maturity Treasury Rate, We will use an interpolation method to establish closing values for a fixed maturity time interval equal to the whole number of months remaining in the Withdrawal Charge Period for maturities that are not available.

The MVA is calculated using the following formula:

MVA = A x (B – C) x N/365 where

A = MVA Percentage Factor shown in the Contract;

B = effective annual interest rate equal to MVA Index on the MVA Index ~~Date~~ date associated with the withdrawal, surrender or annuitization;

40C = effective annual interest rate equal to the MVA Index on the MVA Index date associated with the Issue Date;

C = effective annual interest rate equal to the MVA Index on the MVA Index Date associated with the Issue Date;

N = number of days remaining in the Withdrawal Charge Period.

Please see MVA Appendix FH for Examples.

For example, assume the MVA Index increased by 2.00% halfway through the 6 year Withdrawal Charge Period for a B-share Contract. In this example, the MVA would be 6.00% (100%*2.00%*1095/365). The MVA and any applicable Withdrawal Charges will reduce your Contract Surrender Value. Please see more detailed examples for MVA in Appendix FH.

SYSTEMATIC WITHDRAWALS TO PAY ADVISORY FEE

Owners of an I-share class Contract may request withdrawals from Contract Value to pay advisory fees up to a maximum rate of 1.5% per annum. This maximum rate will not change after the Issue Date. The financial professional through whom you purchase the Contract, may manage your Contract Value for an advisory fee. The advisory fee for this service is covered by a separate agreement between you and your financial professional, and is in addition to the fees and expenses of the Contract as described in this prospectus. Deduction of the advisory fee must be administered by means of a systematic withdrawal program that is established specifically for the deduction of advisory fees under this provision of the Contract. Withdrawals may be taken monthly, quarterly, semi-annually or annually. ~~and~~Systematic withdrawals to pay advisory fees will be ~~deducted~~taken ~~pro~~proportionally ~~rata~~ from the One-Year Fixed Strategy and Indexed Strategies tofirst ~~which~~based on how your Contract Value is allocated atby percentage. After the ~~time~~One-Year ofFixed Strategy Value and Indexed Strategy Values are depleted, any remaining systematic withdrawal to pay advisory fees will be taken from the ~~fee~~Performance isCredit ~~withdrawn~~Account. Each deduction is subject to a minimum withdrawal of $100.00. Withdrawals to pay an advisory fee under the systematic withdrawal program are not subject to the Withdrawal Charge and MVA, do not reduce the Free Withdrawal Amount or any Optional ~~Death Benefit Value.~~

All withdrawals to pay advisory fees from Indexed Strategies are taken from the Strategy Interim Value. They will reduce your Strategy Contract Value and will proportionately reduce your Indexed Strategy Base. Such reductions could be significant. This will reduce any gains at the end of the Strategy Term.56

Death Benefit Value.

All withdrawals to pay advisory fees to the extent that they are taken from Indexed Strategies are taken from the Strategy Interim Value. They will reduce your Strategy Contract Value and will proportionately reduce your Indexed Strategy Base. Such reductions could be significant. This will reduce any gains at the end of the Strategy Term.

Pursuant to a Private Letter Ruling issued to the Company by the Internal Revenue Service, We will not report any such partial withdrawal as a taxable distribution for federal income tax purposes. Such partial withdrawals are limited to a maximum of 1.50% of Contract Value per Contract Year. Any amount in excess of that limit will be treated as a regular partial withdrawal (i.e., it may be reported as a taxable distribution for federal income tax purposes). Once you submit a request for systematic withdrawals to pay the advisory fee, Partial Withdrawals from your Contract to pay advisory fees will continue, unless you instruct the Company in writing to terminate them.

The Contract Owner may terminate the systematic withdrawal program for the deduction of advisory fees at any time by instructing the Company in writing. Contract Owners may reinstate their systematic withdrawal program by instructing the Company in writing. Contract Owners should contact their financial professional prior to terminating (or, if applicable, reinstating) the systematic withdrawal program.

Advisory fees taken outside of the systematic withdrawal program as a partial withdrawal are subject to Withdrawal Charges and Market Value Adjustments. This will reduce your Free Withdrawal Amount and any Optional Death Benefit Value.

Advisory fee withdrawals that reduce the Contract Value below the minimum Contract Value may result in a termination of the Contract and We will pay you the Surrender Value.

CONTRACT CHARGES

You may incur the following charges under your Contract:

●

Withdrawal Charge;

●

MVA; or

●

optional Return of Premium Death Benefit Charges

Additionally, if you take a withdrawal from an Indexed Strategy prior to the end of the Strategy Term, the amount of your withdrawal will be based on the Strategy Interim Value, which may be less than the Strategy Contract Value at the end of the Strategy Term. You may lose up to 100% of your Contract Value in an Indexed Strategy by taking a withdrawal prior to the end of the Strategy Term. It is possible to lose your entire principal investment and any earnings over the life of your Contract.

WITHDRAWAL CHARGE

A Withdrawal Charge may be imposed when you take a partial withdrawal or surrender your Contract or annuitize during the Withdrawal Charge Period. A Withdrawal Charge does not apply to amounts payable as a Death Benefit. After the Withdrawal Charge Period, there are no Withdrawal Charges under the Contract.

41If a Withdrawal Charge applies to a withdrawal, the charge will be a percentage of the amount withdrawn in excess of your Free Withdrawal Amount. See “Free Withdrawal Amount” below. Partial withdrawals, full surrender and annuitization, if made or taken during a Strategy Term, are subject to an adjustment based on the Strategy Interim Value and may be subject to Withdrawal Charges and MVAs. If you take a partial withdrawal, We will deduct the Withdrawal Charge from the amount withdrawn (Gross Withdrawal) unless you tell Us to deduct the Withdrawal Charge from your remaining Contract Value (Net Withdrawal). If your remaining Contract Value is not sufficient to pay the Withdrawal Charge, We will deduct the Withdrawal Charge from the amount withdrawn. If you surrender your Contract, the Withdrawal Charge is calculated as part of your Surrender Value.

If a Withdrawal Charge applies to a withdrawal, the charge will be a percentage of the amount withdrawn in excess of your Free Withdrawal Amount. See "Free Withdrawal Amount" below. Partial withdrawals, full surrender and annuitization, if made or taken during a Strategy Term, are subject to an adjustment based on the Strategy Interim Value and may be subject to Withdrawal Charges and MVAs. If you take a partial withdrawal, We will deduct the Withdrawal Charge from the amount withdrawn (Gross Withdrawal) unless you tell Us to deduct the Withdrawal Charge from your remaining Contract Value (Net Withdrawal). If your remaining Contract Value is not sufficient to pay the Withdrawal Charge, We will deduct the Withdrawal Charge from the amount withdrawn. If you surrender your Contract, the Withdrawal Charge is calculated as part of your Surrender Value.

Withdrawal Charge Percentage

The applicable Withdrawal Charge percentage will depend on the Contract Year during which the withdrawal is taken and the share class of your Contract. The schedule below sets forth the Withdrawal Charge percentages under the Contract:

	Withdrawal Charge Percentage	~~Withdrawal Charge Percentage~~
Contract Year	B-Share	BI-Share			~~I-Share~~
1	8%	2%	8	%		2	%
2	8%	2%	8	%		2	%
3	7%	2%	7	%		2	%
4	6%	2%	6	%		2	%
5	5%	2%	5	%		2	%
6	4%	2%	4	%		2	%
7+	0%	0%	0	%		0	%

There is a Withdrawal Charge Period of six years for the B-share and the I-share Contract, during which Withdrawal Charges and MVAs may apply.

The Withdrawal Charge compensates Us for expenses incurred in connection with the promotion, sale, and distribution of the Contract. We may use revenue generated from Withdrawal Charges for any legitimate corporate purpose.

Free Withdrawal Amount

During the Withdrawal Charge Period, you may take withdrawals during each Contract Year up to your Free Withdrawal Amount without the imposition of Withdrawal Charges and the MVA. Any aggregate withdrawals in excess of your Free Withdrawal Amount may be subject to a Withdrawal Charge and the MVA. The Free Withdrawal Amount does not apply after the Withdrawal Charge Period because there are no Withdrawal Charges under the Contract after the Withdrawal Charge Period.

WeYour ~~determine~~Free ~~your~~Withdrawal Amount has two components: A Free Withdrawal Amount onfrom the ~~Issue~~One-Year ~~Date~~Fixed Strategy and onthe ~~each~~Indexed ~~Contract~~Strategies, and ~~Anniversary~~a ~~during~~Free Withdrawal Amount from the ~~Withdrawal~~Performance ~~Charge~~Credit ~~Period~~Account. WeThe ~~determine your~~ Free Withdrawal Amount from the One-Year Fixed Strategy and the Indexed Strategies is calculated on the Issue Date and on each Contract Anniversary during the Withdrawal Charge Period. On ~~Your~~the Issue Date, the Free Withdrawal Amount ~~equals~~from ~~(a)~~the One-Year Fixed Strategy and the Indexed Strategies for the first Contract Year, is equal to the greater of (i) 10% of your Premium Payment or (ii) the Required Minimum Distribution for your Contract for the Calendar Year atin which the ~~beginning~~Contract ofYear ~~the~~begins. ~~Contract~~The Free Withdrawal Amount from the One-Year, Fixed Strategy and ~~(b)~~the Indexed Strategies for all subsequent Contract Years, is equal to the greater of (i) 10% of the difference between the Contract Value on the prior Contract Anniversary and the Performance Credit Account Value on the prior Contract Anniversary or (ii) the Required Minimum Distribution for your Contract for the Calendar Year atin which the ~~beginning~~Contract ofYear begins less the Performance Credit Account Value on the prior Contract ~~Year~~Anniversary.

~~For example, assume you~~The ~~purchase a Contract for a total of $200,000 of premium. In the first Contract Year, assuming the Required Minimum Distribution was $9,000, your~~ Free Withdrawal Amount ~~would~~from ~~be $20,000 (10% of your Premium Payment) as that is greater than~~ the ~~Required~~Performance ~~Minimum~~Credit ~~Distribution. Now~~Account ~~assume your Contract Value at the end of year 1~~ is ~~$220,000.~~always ~~Assuming~~equal ~~the~~to ~~Required Minimum Distribution was $10,000, your Free Withdrawal Amount would be $22,000 (10% of Contract Value on~~ the ~~prior~~Performance ~~Contract~~Credit ~~Anniversary,~~Account ~~which is greater than the Required Minimum Distribution) in Contract Year 2~~Value.

~~Finally~~For example, assume you purchase a Contract for a total of $200,000 of premium. In the first Contract Year, assuming the Required Minimum Distribution was $9,000, your Free Withdrawal Amount would be $20,000 (10% of your Premium Payment) as that is greater than the Required Minimum Distribution. Now assume your Contract Value at the end of year 1 is $~~180~~205,000. (where Strategy Contract Value is $200,000, Performance Credit Account Value is $5,000, and One-Year Fixed Strategy Value is $0). Assuming the Required Minimum Distribution was $810,000, your Free Withdrawal Amount for the Performance Credit Account would be $5,000 and your Free Withdrawal Amount from the Indexed Strategies and the One-Year Fixed Strategy would be $1820,000 (10% of the difference between the Contract Value on the prior Contract Anniversary and the Performance Credit Account Value on the prior Contract Anniversary ($20,000), which is greater than the Required Minimum Distribution) in ~~Contract~~ Contract Year 2.

~~For illustrations~~Finally, assume ~~see~~your ~~“Appendix~~Contract E:Value ~~Examples~~at ~~Illustrating~~the ~~Calculation~~end of year 1 is $50,000 (where Strategy Contract Value is $49,000, Performance Credit Account Value is $1,000, and One-Year Fixed Strategy Value is $0). Assuming the Required Minimum Distribution was $8,000, your Free Withdrawal ~~Charge~~Amount from the Performance Credit Account is $1,000 and your Free Withdrawal Amount from the Indexed Strategies and One-Year Fixed Strategy is $7,000 (~~FWA~~the Required Minimum Distribution less the Performance Credit Account Value ($7,000), which is greater than $4,900, calculated as 10% of the difference between the Contract Value on the prior Contract Anniversary and the Performance Credit Account Value on the prior Contract Anniversary) in Contract Year 2.”

For illustrations, see “Appendix G: Examples Illustrating Calculation of the Withdrawal Charge and Free Withdrawal Amount (FWA).”

Examples of Withdrawal Charges

~~Example~~Assume ~~for~~your ~~Contracts~~Free ~~issued~~Withdrawal ~~before~~Amount ~~May~~is $10,000 and your MVA percentage is 4% and Withdrawal Charge percentage of 5%. Moreover, all Contract Value is allocated to Indexed Strategies only. Your total Strategy Interim Value is $100,000, and the portion of your total Strategy Interim Value allocable to Fixed Income Asset Proxy is $95,000. If you request a Net Withdrawal (net of Withdrawal Charges and MVA) in the amount of $25,000, We will calculate the Gross Withdrawal necessary to achieve the Net Withdrawal request. In this example, the Gross Withdrawal would be $26,447.37. The gross partial withdrawal is calculated as the [Net Withdrawal – Remaining FWA * (Withdrawal Charge percentage + (Fixed Income Asset Proxy / Strategy Contract Value) * MVA Percentage)] / [1 – Withdrawal Charge Percentage – (Fixed Income Asset Proxy / Strategy Contract Value) * MVA Percentage] = [$25,000 ~~2024~~– $10,000 * (5%

Assume your Free Withdrawal Amount is $10,000 and your MVA percentage is 4% and Withdrawal Charge percentage of 5%. If you request a Net Withdrawal (net of Withdrawal Charges and MVA) in the amount of $25,000, We will calculate the Gross Withdrawal necessary to achieve the Net Withdrawal request. In this example, the Gross Withdrawal would be $26,483.52. The gross partial withdrawal is calculated as the [Net Withdrawal – Remaining FWA * (Withdrawal Charge percentage + MVA Percentage)] / (1 – Withdrawal Charge Percentage – MVA Percentage) = [$25,000 – $10,000 * (5% + 4%)] / (1 – 5% – 4%) = $26,483.52. The Withdrawal Charge is $824.18 (5% of Gross Withdrawal less Free Withdrawal Amount). The MVA is $659.34 (4% of Gross Withdrawal less Free Withdrawal Amount). The Net Withdrawal is $25,000 which is equal to the Gross Withdrawal less the Withdrawal Charge less the MVA ($26,483.52 – $824.18 – $659.34).58

~~Another~~+ ~~example would assume your Free Withdrawal Amount is~~ $1095,000/$100, ~~your~~000 ~~MVA~~* ~~percentage is~~ 4%)] ~~and~~/ ~~the~~[1 ~~Withdrawal~~– ~~Charge Percentage is~~ 5%. If– ~~you request a Gross Withdrawal~~ (~~prior~~$95,000 to/ ~~Withdrawal Charges and MVA~~$100,000) in* ~~the~~4%] ~~amount~~= of $2526,~~000,~~447.37. ~~the~~ The Withdrawal Charge is $~~750~~822.37 (5% of Gross Withdrawal less Free Withdrawal Amount). The MVA is $~~600~~625.00 (4% of Gross Withdrawal attributed to the Fixed Income Asset Proxy less Free Withdrawal Amount). ~~The~~attributed ~~amount~~to ~~received by~~ the ~~client,~~Fixed ~~Net~~Income ~~Withdrawal,~~Asset ~~would be $23~~Proxy,~~650~~ ($25,~~000 –~~125.00 ~~$750~~ – $~~600~~9,500.00) *.04 = $625.00. The Net Withdrawal is $25,000 which is equal to the Gross Withdrawal less the Withdrawal Charge less the MVA, $26,447.37 – $822.37 – $625.00.

~~Withdrawal Charges and MVA will also apply if you annuitize during the~~Another ~~Withdrawal Charge Period. For~~ example, would assume your ~~Contract Value is $100,000, your~~ Free Withdrawal Amount is $10,000, and your MVA percentage is 4%, and ~~the~~ Withdrawal Charge percentage is of 5%. Moreover, ~~and~~All ~~you~~Contract ~~elect~~Value is allocated to ~~annuitize~~Indexed ~~your~~Strategies ~~Contract.~~only; ~~You~~Strategy ~~must~~Interim ~~apply~~Value ~~the~~is ~~full~~$100,000 ~~Contract~~and ~~Value~~Fixed ~~(less~~Income ~~any~~Asset ~~applicable~~Proxy ~~Withdrawal~~is ~~Charge~~$95,000. ~~MVA,~~If ~~and~~you ~~premium~~request ~~taxes)~~a toGross ~~the~~Withdrawal ~~annuity~~(prior ~~option.~~to ~~The~~ Withdrawal ~~Charge~~Charges isand ~~calculated~~MVA) asin the ~~Contract~~amount ~~Value less~~of $25,000, the amount ~~Free~~subject ~~Withdrawal~~to ~~Amount multiplied by the~~ Withdrawal Charge ~~percentage~~is (($~~100~~15,000.00 –(Gross ~~$10,000)~~Withdrawal *less 5%Free =Withdrawal ~~$4,500~~Amount), ~~and~~ the amount subject to MVA Charge is ~~calculated~~$14,250.00 as(Gross ~~the~~Withdrawal ~~Contract~~Amount ~~Value~~attributed ~~less~~to the Fixed Income Asset Proxy less Free Withdrawal Amount ~~multiplied~~attributed byto the Fixed ~~MVA~~Income ~~percentage~~Asset ~~(($100~~Proxy). Thus,~~000~~ -the ~~$10,000)~~Withdrawal *Charge 4is $750 (5% =of ~~$3600~~Amount Subject to Withdrawal Charge). ~~Assuming~~ ~~premium~~The ~~taxes~~MVA ~~are~~is $0,570 ~~the~~(4% of ~~amount~~Amount ~~applied~~Subject to ~~the~~MVA ~~annuity~~Charge). ~~option~~The ~~your~~amount ~~elect~~received ~~will~~by the client, Net Withdrawal, would be $9123,~~900~~680.00 ($~~100~~25,000.00 – $~~4,500~~750.00 – $~~3,600~~570.00), which is equal to the Gross Withdrawal less the Withdrawal Charge less the MVA.

42Withdrawal Charges and MVA will also apply if you annuitize during the Withdrawal Charge Period. For example, assume your Contract Value is $100,000, and all Contract Value is allocated to Indexed Strategies only (Strategy Interim Value is $100,000 and Fixed Income Asset Proxy is $95,000). Your Free Withdrawal Amount is $10,000, your MVA percentage is 4%, and the Withdrawal Charge percentage is 5%, and you elect to annuitize your Contract. You must apply the full Contract Value (less any applicable Withdrawal Charge, MVA, and premium taxes) to the annuity option. The Withdrawal Charge is calculated as the Contract Value less the Free Withdrawal Amount multiplied by the Withdrawal Charge percentage (($100,000 – $10,000) * 5% = $4,500), and the MVA is calculated as the Contract Value less the Free Withdrawal Amount multiplied by the product of (Fixed Income Asset Proxy / Strategy Contract Value) and MVA percentage (($100,000 - $10,000) * ($95,000 / $100,000) * 4% = $3,420). Assuming premium taxes are $0, the amount applied to the annuity option your elect will be $92,080 ($100,000 – $4,500 – $3,420).

Example for Contracts issued on or after May 1, 2024

Assume your Free Withdrawal Amount is $10,000 and your MVA percentage is 4% and Withdrawal Charge percentage of 5%. Moreover, all Contract Value is allocated to Indexed Strategies only. Your total Strategy Interim Value is $100,000, and the portion of your total Strategy Interim Value allocable to Fixed Income Asset Proxy is $95,000. If you request a Net Withdrawal (net of Withdrawal Charges and MVA) in the amount of $25,000, We will calculate the Gross Withdrawal necessary to achieve the Net Withdrawal request. In this example, the Gross Withdrawal would be $26,447.37. The gross partial withdrawal is calculated as the [Net Withdrawal – Remaining FWA * (Withdrawal Charge percentage + (Fixed Income Asset Proxy / Strategy Contract Value) * MVA Percentage)] / [1 – Withdrawal Charge Percentage – (Fixed Income Asset Proxy / Strategy Contract Value) * MVA Percentage] = [$25,000 – $10,000 * (5% + $95,000/$100,000 * 4%)] / [1 – 5% – ($95,000 / $100,000) * 4%] = $26,447.37. The Withdrawal Charge is $822.37 (5% of Gross Withdrawal less Free Withdrawal Amount). The MVA is $625.00 (4% of Gross Withdrawal attributed to the Fixed Income Asset Proxy less Free Withdrawal Amount attributed to the Fixed Income Asset Proxy, ($25,125.00 – $9,500.00) *.04 = $625.00. The Net Withdrawal is $25,000 which is equal to the Gross Withdrawal less the Withdrawal Charge less the MVA, $26,447.37 – $822.37 – $625.00.

Another example would assume your Free Withdrawal Amount is $10,000 and your MVA percentage is 4% and Withdrawal Charge percentage of 5%. Moreover, All Contract Value is allocated to Indexed Strategies only; Strategy Interim Value is $100,000 and Fixed Income Asset Proxy is $95,000. If you request a Gross Withdrawal (prior to Withdrawal Charges and MVA) in the amount of $25,000, the Amount Subject to Withdrawal Charge is $15,000.00 (Gross Withdrawal less Free Withdrawal Amount), the Amount Subject to MVA Charge is $14,250.00 (Gross Withdrawal Amount attributed to the Fixed Income Asset Proxy less Free Withdrawal Amount attributed to the Fixed Income Asset Proxy) . Thus, the Withdrawal Charge is $750 (5% of Amount Subject to Withdrawal Charge). The MVA is $570 (4% of Amount Subject to MVA Charge). The amount received by the client, Net Withdrawal, would be $23,680.00 ($25,000.00 – $750.00 – $570.00), which is equal to the Gross Withdrawal less the Withdrawal Charge less the MVA.

Withdrawal Charges and MVA will also apply if you annuitize during the Withdrawal Charge Period. For example, assume your Contract Value is $100,000, and all Contract Value is allocated to Indexed Strategies only (Strategy Interim Value is $100,000 and Fixed Income Asset Proxy is $95,000, so Fixed Income Asset Proxy Ratio is 0.95). Your Free Withdrawal Amount is $10,000, your MVA percentage is 4%, and the Withdrawal Charge percentage is 5%, and you elect to annuitize your Contract. You must apply the full Contract Value (less any applicable Withdrawal Charge, MVA, and premium taxes) to the annuity option. The Withdrawal Charge is calculated as the Contract Value less the Free Withdrawal Amount multiplied by the Withdrawal Charge percentage (($100,000 – $10,000) * 5% = $4,500), and the MVA is calculated as the Contract Value less the Free Withdrawal Amount multiplied by the product of Fixed Income Asset Proxy Ratio and MVA percentage (($100,000 - $10,000) * 0.95 * 4% = $3,420). Assuming premium taxes are $0, the amount applied to the annuity option your elect will be $92,080 ($100,000 – $4,500 – $3,420).

Calculation of the MVA percentage in the examples above

In each of the examples above, the MVA percentage is calculated using the following formula:

MVA ~~Percentage~~ = A x (B – C) x N/365 where

A = MVA percentage factor shown in the Contract;

B = effective annual interest rate equal to MVA Index on the MVA Index ~~Date~~date associated with the withdrawal, surrender or annuitization;

C = effective annual interest rate equal to the MVA Index on the MVA Index ~~Date~~date associated with the Issue Date;

N = number of days remaining in the Withdrawal Charge Period.

The MVA percentage may be positive, negative or zero. The MVA percentage will be capped at the maximum possible positive MVA percentage that if applied on a full surrender of the Contract would decrease the Surrender Value to the minimum non-forfeiture amount.

From the preceding examples, assume the following:

A = 100%

B = 3.00%

C = 0.899%

N = 695

MVA Percentage = 100% * (3.00% – 0.899%) * 695 / 365 = 4.00%

MARKET VALUE ADJUSTMENT

For an explanation of potential MVAs under the Contract, see “Access to Your Money During the Accumulation Period - Market Value Adjustment,” as well as Appendix H. In extreme circumstances, it is possible to lose 100% of your investment in an Indexed Strategy due to the application of an MVA (i.e., a complete loss of your principal and any prior earnings).

BAILOUT WAIVER

The bailout waiver provides option to surrender or take a partial withdrawal from your Contract without Withdrawal Charges and a MVA, if the upside Crediting Rate for an Indexed Strategy for that Strategy Term is set less favorable than the bailout rate for that ~~strategy.~~

If, after the first Contract Year and during the Withdrawal Charge Period, an Indexed Strategy provides for an upside Crediting Rate for a Strategy Term that is less than the bailout rate for that strategy, then no Withdrawal Charges and MVA, if otherwise applicable, will apply to any withdrawals during that Contract Year. The bailout rate for each eligible strategy is in your Contract. Partial withdrawals and full surrenders in connection with a bailout waiver are based on the Strategy Interim Value. Any Contract Value allocated to the Indexed Strategy will be based on the Strategy Interim Value, which will always reflect lower gains, if the Index is performing positively than would apply at the end of the Strategy Term. Any partial withdrawals in connection with the bailout waiver will be taken proportionately across all Indexed Strategies.59

43strategy.

If, after the ~~upside~~first ~~Crediting~~Contract ~~Rate~~Year ~~for~~and during the Withdrawal Charge Period, an Indexed Strategy isprovides ~~greater~~for ~~than~~an upside Crediting Rate orfor ~~equal~~a toStrategy Term that is less than the bailout rate for that strategy, itthen isno ~~not~~Withdrawal ~~eligible~~Charges ~~for~~and ~~the~~MVA, if otherwise applicable, will apply to any withdrawals during that Contract Year. The bailout ~~waiver~~rate for each eligible strategy is in your Contract. ~~Six~~Partial withdrawals ~~year~~and ~~Indexed~~full ~~Strategies~~surrenders doin ~~not~~connection ~~have~~with a bailout ~~rate,~~waiver ~~however if~~are based on the ~~upside~~Strategy ~~Crediting~~Interim ~~Rate~~Value. isAny ~~set~~Contract ~~less~~Value allocated ~~favorable~~to ~~than~~the Indexed Strategy will be based on the ~~bailout~~Strategy ~~rate~~Interim ~~for~~Value. ~~any~~The ~~eligible~~Strategy ~~strategy~~Interim Value may reflect lower gains, if athe ~~full~~Index ~~surrender~~is performing positively, or ~~partial~~higher ~~withdrawal without~~losses, ~~Withdrawal~~if ~~Charges~~the ~~and~~Index ~~MVA~~is ~~will~~performing ~~also~~negatively, than would apply ~~for~~at the ~~six~~end ~~year~~of the ~~Indexed~~Strategy ~~Strategies.~~Term ~~Six~~(or, ~~year~~for ~~Indexed~~Dual ~~Strategies~~Directional doYield, ~~not~~lower ~~have~~gains athan ~~bailout waiver~~would ~~because~~apply ~~Withdrawal~~on ~~Charges~~a ~~and~~Quarterly ~~MVAs~~Anniversary, door ~~not~~higher losses than would apply ~~after~~at the ~~sixth~~end ~~Contract~~of ~~Year~~the Strategy Term).

If the upside Crediting Rate for an Indexed Strategy is greater than or equal to the bailout rate, it is not eligible for the bailout waiver. Six-year Indexed Strategies do not have a bailout waiver because Withdrawal Charges and MVAs do not apply after the sixth Contract Year, and after the first Contract Year, you cannot allocate Contract Value to a six-year Indexed Strategy until the Withdrawal Charge Period has expired.

You do not have to allocate your Contract Value to the Indexed Strategy that is eligible for the bailout waiver in order for you to exercise the bailout waiver and surrender your Contract. The waiver will apply automatically to any withdrawal or surrender request that occurs during a Contract Year in which the bailout provision is triggered for any Indexed Strategy. Withdrawal Charges and any applicable MVA as stated in the Contract will apply if there are no Indexed Strategies that are eligible for the bailout waiver for that Contract Year.

NURSING HOME WAIVER

If you are confined to an Approved Nursing Facility, Withdrawal Charges and MVA will be waived for a partial withdrawal or full surrender if you or the joint Owner, or Annuitant in the case of a non-natural Owner, are confined for at least 90 calendar days to an Approved Nursing Facility which: (i) provides skilled nursing care under the supervision of a physician; and (ii) has 24 hour a day nursing services by or under the supervision of a registered nurse; and (iii) keeps a daily medical record of each patient.

For this waiver to apply, you must:

●

have owned the Contract continuously since it was issued,

●

provide written proof of your eligibility satisfactory to us, and

●

request a partial withdrawal or the full surrender within ninety-one calendar days after the last day that you are an eligible patient in a recognized facility or nursing home.

This waiver is not available if the Owner or the joint Owner is in a facility or nursing home when you purchase the Contract. We will waive any Withdrawal Charges and MVA for a partial withdrawal or full surrender of your Contract while you are in an Approved Nursing Facility. This waiver can be used any time after the first 90 days in an Approved Nursing Facility up until 91 days after exiting such a facility. This waiver may not be available in all states. Please refer to Appendix A for all state variations.

TERMINAL ILLNESS WAIVER

After the first Contract Year, if you have been diagnosed with a terminal illness, any Withdrawal Charges and MVA will be waived for a partial withdrawal or full surrender of your Contract if you or the joint Owner, or Annuitant in the case of a non-natural Owner, were diagnosed by a qualifying Physician with a life expectancy of 12 months or less.

For this waiver to apply, you must:

●

provide written proof of your terminal illness satisfactory to Us (We reserve the right to require a secondary medical opinion by a qualifying Physician of Our choosing in which We will pay for such secondary medical opinion), and

●

request a partial withdrawal or the full surrender of your Contract.

This waiver will terminate upon a change of any beneficial Owner. This waiver may not be available in all states. Please refer to Appendix A for all state variations.

A Physician means a medical doctor who is licensed by the state in which he/she practices medicine and is not a member of the Owner'’s family.

OPTIONAL RETURN OF PREMIUM DEATH BENEFIT CHARGES

The Rider Charge will be assessed at the end of the Contract Year and may vary by Issue Age:

~~Return of Premium Annual Rider Charge~~	Return of Premium Annual Rider Charge
Issue Age	B-Share	BI-Share			~~I-Share~~
0 – 70	0.20%	0.20%	~~0.20~~	%		~~0.20~~	%
71+	0.50%	0.50%	~~0.50~~	%		~~0.50~~	%

The calculation for the amount of the annual Rider Charge is: annual Rider Charge multiplied by the Optional Death Benefit Value. See description of the optional Death Benefit in the Death Benefit section for the definition of the Optional Death Benefit Value. As the Rider Charge for an optional Return of Premium Death Benefit is not assessed until the end of the Contract Year as opposed to the beginning of the Contract Year, if the Contract is surrendered or the rider is terminated before the Contract Anniversary in a given year, a prorated Rider Charge is assessed.60

~~See~~The calculation ~~Appendix~~for Gthe ~~for~~amount ~~examples~~of ~~illustrating~~the ~~calculations~~annual Rider Charge is: annual Rider Charge multiplied by the Optional Death Benefit Value. See description of the optional Death Benefit in the Death Benefit section for the definition of the Optional Death Benefit Value. As the Rider Charge for an optional Return of Premium Death Benefit is not assessed until the end of the Contract Year as opposed to the beginning of the Contract Year, ~~including~~if the contract is surrendered or the rider is terminated before the Contract Anniversary in a given year, a prorated Rider Charge is assessed.

44See Appendix I for examples illustrating calculations of the optional Return of Premium Death Benefit, including the prorated Rider Charge.

ANNUITY PAYMENTS

ANNUITY PERIOD

If your Contract enters the Annuity Period, We will make Annuity Payments to the Owner based on the annuity option that you select. The value of the Annuity Payments that We make will depend in part on your Contract Value on the Annuity Commencement Date.

ANNUITY PAYMENTS

You may begin Annuity Payments at any time after the first Contract Anniversary. Annuity Payments must begin by the Contract Maturity Date, which is the later of the tenth Contract Anniversary or the Contract Anniversary following the oldest Owner'’s 95th birthday. If the Owner is a non-natural person, the Annuity Commencement Date is determined by reference to the oldest Annuitant'’s birthday. The Company may agree to a request to delay the Annuity Commencement Date for one year, provided the request is received within 120 days of the Contract Maturity Date. Delaying your Annuity Commencement Date may have tax consequences. You should consult your tax advisor before making a request. If you do not select an annuity option by the Contract Maturity Date, your Contract Value will be applied to a Life Annuity with Cash Refund, as described below.

You must apply full Contract Value (less any applicable Withdrawal Charge, MVA, and premium taxes) to the annuity option. Annuity Payments may be paid on a monthly, quarterly, semi-annual or annual basis, subject to a minimum modal amount of $100. All Annuity Payments will be made on a fixed basis.

When do your Annuity Payouts begin?

Contract Value (minus any applicable premium taxes, MVA, Withdrawal Charges and prorated Rider Charges) will be annuitized on the Annuity Commencement Date. If your Annuity Commencement Date is during a Strategy Term, your Contract Value will be determined based on the One-Year Fixed Strategy ~~Interim~~Value, Performance Credit Account Value, ~~which~~and ~~could~~Strategy Interim Value. Your Strategy Interim Value could be less than your investment even when the Index is performing positively. The Strategy Interim Value may reflect lower gains, if the Index is performing positively, ~~and~~ or higher losses, if the Index is performing negatively, than would apply at the end of the Strategy Term (or, for Dual Directional Yield, lower gains than would apply on a Quarterly Anniversary, or higher losses than would apply at the end of the Strategy Term). The Strategy Interim Value is generally expected to be less than the term-to-date Index performance on any Valuation Day.

Your Annuity Commencement Date cannot be earlier than your first Contract Anniversary. In no event, however, may the Annuity Commencement Date be later than:

● The later of the Contact Anniversary immediately following the oldest Owner'’s 95th birthday (or if the Owner is a non- natural person, the oldest Annuitant'’s 95th birthday) or 10 years from the Contract Issue Date (subject to state variation);

●

The Annuity Commencement Date stated in an extension request received by Us not less than thirty days prior to a scheduled Annuity Commencement Date.

Extending your Annuity Commencement Date may have tax consequences. You should consult a qualified tax advisor before doing so.

We reserve the right, at Our discretion, to refuse to extend your Annuity Commencement Date regardless of whether We may have granted extensions in the past to you or other similarly situated investors. We will not extend the Annuity Commencement Date beyond the Contact Anniversary immediately following the oldest Owner'’s 100th birthday, or, if the Owner is a non-natural person, the Annuitant'’s 100th birthday.

Except as otherwise provided, the Annuity Calculation Date is when the amount of your Annuity Payment is determined. This occurs within five Valuation Days before your selected Annuity Commencement Date. If your Annuity Commencement Date is during a Strategy Term your Contract Value will be determined based on the Strategy Interim Value.

within five Valuation Days before your selected Annuity Commencement Date. If your Annuity Commencement Date is during a Strategy Term your Contract Value will be determined based on the One-Year Fixed Strategy Value, Performance Credit Account Value, and Strategy Interim Value.

All Annuity Payments, regardless of frequency, will occur on the same day of the month as the Annuity Commencement Date. After the initial payout, if an Annuity Payment date falls on a non-Valuation Day, the Annuity Payment is computed on the prior Valuation Day. If the Annuity Payment date does not occur in a given month due to a leap year or months with only thirty days (i.e. the 31st), the Annuity Payment will be computed on the last Valuation Day of the month.

Which Annuity Payout Option do you want to use?

Your Contract contains the Annuity Payment options described below. However, certain Annuity Payment options and/or certain period durations may not be available, depending on the age of the Annuitant and whether your Contract is a qualified Contract that is subject to limitations under the Required Minimum Distribution rules of Section 401(a)(9) of the Code. We may at times offer other Annuity Payment options. We may change these Annuity Payment options at any time. Once We begin to make Annuity Payments, the Annuity Payment option cannot be changed.

If any Owner or Annuitant dies on or after the Annuity Commencement Date and before all benefits under the Annuity Payment option you selected have been paid, We generally will pay any remaining portion of such benefits at least as rapidly as under the Annuity Payment option in effect when the Owner or Annuitant died. However, in the case of a qualified Contract, the Required Minimum Distribution rules of Code Section 401(a)(9) may require any remaining portion of such benefits to be paid more rapidly than originally scheduled. In that regard, it is important to understand that in the case of a qualified Contract, once Annuity Payments start under an Annuity Option it may be necessary to modify those payments following the Annuitant’s death in order to comply with the Required Minimum Distribution rules. See the section in this prospectus on Information Regarding IRAs.

it may be necessary to modify those payments following the Annuitant's death in order to comply with the Required Minimum Distribution rules. See the section in this prospectus on Information Regarding IRAs.

The following annuity options are available under the Contract:

Option 1: Life Annuity with Cash Refund

We will make Annuity Payments as long as the Annuitant is living. When the Annuitant dies, We will calculate the sum of all Annuity Payments that were made. If the sum of such Annuity Payments at the time of the Annuitant'’s death does not equal or exceed the Contract Value (minus any applicable premium taxes) at the time of annuitization, We will pay the Beneficiary the difference between the sum of the Annuity Payments and the Contract Value (minus any applicable premium taxes) at annuitization.

Option 2: Life Annuity

We make Annuity Payments as long as the Annuitant is living. When the Annuitant dies, We stop making Annuity Payments. A payee would receive only one Annuity Payment if the Annuitant dies after the first Annuity Payment, two Annuity Payments if the Annuitant dies after the second Annuity Payment and so forth. A payee would receive zero Annuity Payments if the Annuitant dies before the first Annuity Payment.

Option 3: Life Annuity with Guaranteed Payments for 10 Years

We will make Annuity Payments as long as the Annuitant is living, but We at least guarantee to make Annuity Payments for 10 years. If the Annuitant dies before 10 years have passed, then the Beneficiary may elect to continue Annuity Payments for the remainder of the guaranteed number of years.

Option 4: Joint and Last Survivor Life Annuity

We will make Annuity Payments for as long as the Annuitant and the joint Annuitant are living. When one Annuitant dies, We continue to make Annuity Payments until the second Annuitant dies. A payee would receive zero Annuity Payments if the Annuitant and joint Annuitant dies before the first Annuity Payment.

For a qualified Contract, the Joint and Last Survivor Annuity option is only available when the joint Annuitant is a spouse or not more than 10 years younger than the Annuitant.

Option 5: Joint and Survivor Life Annuity with Annuity Guaranteed Payments for 10 Years

We will make Annuity Payments as long as either the Annuitant or joint Annuitant are living, but We at least guarantee to make Annuity Payments for 10 years. If the Annuitant and the joint Annuitant both die before ten years have passed, then the Beneficiary may continue Annuity Payments for the remainder of the guaranteed number of years.

For a qualified Contract, the Joint and Last Survivor Life Annuity with Guaranteed Payments for 10 Years option is only available when the joint Annuitant is a spouse, or not more than 10 years younger than the Annuitant.

Option 6: Guaranteed Payment Period Annuity.

We agree to make payments for a specified time. The minimum period that you can select is 10 years. The maximum period that you can select is 30 years. These time periods are subject to applicable RMD limits. If, at the death of the Annuitant, Annuity Payments ~~have been made for less than the time period selected, then the Beneficiary may elect to continue the remaining Annuity Payments.~~

have been made for less than the time period selected, then the Beneficiary may elect to continue the remaining Annuity Payments.

For a qualified Contract, We agree to make payments for a specified time. The minimum period that you can select is 10 years. The maximum period that you can select is 30 years. If, at the death of the Annuitant, Annuity Payments have been made for less than the time period selected, an eligible designated Beneficiary may elect to continue the remaining Annuity Payments. If the Beneficiary is not an eligible designated Beneficiary, the remaining Annuity Payments must be taken within ten years from the date of death of the Annuitant, or the Beneficiary will receive the Commuted Value in one sum.

DEATH BENEFIT

STANDARD DEATH BENEFIT

If the Owner, joint Owner or, in the case of a non-natural Owner, the Annuitant dies during the Accumulation Period, We will pay a standard Death Benefit equal to your Contract Value as of two Valuation Days from the Valuation Day on which We receive Due Proof of Death and in Good Order payment instructions from at least one of the Beneficiaries and all information We need to process the claim. If the joint Owner is living, the Death Benefit is payable to the surviving joint Owner. If there is no surviving joint Owner, the Death Benefit is payable to the designated Beneficiary(ies). If there are no designated Beneficiary or the Beneficiary predeceased the Owner, the Death Benefit is payable to the Owner'’s Estate. Death Benefit payments, if made from an ~~Indexed~~ Indexed Strategy during a Strategy Term, are based on the Strategy Interim Value. Any Contract Value allocated to the Indexed Strategy will be based on the Strategy Interim Value,. ~~which~~The Strategy Interim Value may reflect lower gains, if the Index is performing positively, or ~~and~~higher ~~greater~~ losses, if the Index is performing negatively, than would apply at the end of the Strategy Term (or, for Dual Directional Yield, lower gains than would apply on a Quarterly Anniversary, or higher losses than would apply at the end of the Strategy Term). The Strategy Interim Value is generally expected to be less than the term-to-date Index performance on any Valuation Day.

46Contract Value will remain allocated to the One-Year Fixed Strategy, Performance Credit Account and the Indexed Strategies until We receive Due Proof of Death and in Good Order payment instructions from the Beneficiaries. This means that the Death Benefit amount will continue to fluctuate with the performance of the Indexed Strategies. Eligible recipients of the Death Benefit should notify Us of an Owner’s death and provide Us Due Proof of Death as promptly as possible to limit the risk of a decline in the Death Benefit.

Contract Value will remain allocated to the One-Year Fixed Strategy and the Indexed Strategies until We receive Due Proof of Death and in Good Order payment instructions from the Beneficiaries. This means that the Death Benefit amount will continue to fluctuate with the performance of the Indexed Strategies. Eligible recipients of the Death Benefit should notify Us of an Owner's death and provide Us Due Proof of Death as promptly as possible to limit the risk of a decline in the Death Benefit.

OPTIONAL RETURN OF PREMIUM DEATH BENEFIT

We currently offer an optional Return of Premium Death Benefit for an additional charge, which is available for election on the Issue Date or following spousal continuation, subject to the election rules then in place. The amount payable under this optional Death Benefit before the Annuity Commencement Date is the greater of the standard Death Benefit and the Optional Death Benefit Value. In no event may the payment of an optional Death Benefit exceed the standard Death Benefit plus $1 million.

The Return of Premium Death Benefit provides a Death Benefit equal to the greater of the Contract Value and the Premium Payment made under the Contract adjusted proportionally for any Gross Withdrawals (the Return of Premium Base). The initial Return of Premium Base is equal to the Premium Payment, if elected at Issue, or the Contract Value, if elected after Issue (on spousal continuation). The Return of Premium Base will not be adjusted for any withdrawal allowed under the Contract to pay an advisory fee.

If you elect the Return of Premium Death Benefit, We will assess an annual Rider Charge at the end of the Contract Year prior to the application of any Index Credit, which is the Rider Charge percentage multiplied by the Optional Death Benefit Value. The Optional Death Benefit Value is equal to the Return of Premium Base. Upon full surrender or rider termination, We will assess a prorated Rider Charge. We will deduct the charge proportionally from the One-Year Fixed Strategy and Indexed Strategies to which you have allocated Contract Value. Charges assessed on Indexed Strategies will reduce the Indexed Strategy Base. The Rider Charge will not be assessed on partial withdrawals, the payment of a Death Benefit or annuitization.

For example, assume upon death of the Owner the Contract Value has decreased to $77,000 from the original premium of $100,000. Assuming no withdrawals were taken, upon Due Proof of Death the Beneficiary will receive the greater of the Contract Value or the Premium Payments upon lump sum request, in this example the Premium Payment of $100,000.

The optional Return of Premium Death Benefit terminates upon change of ownership or assignment of the Contract, commencement of payments under an annuity option, and termination of your Contract.

If the Death Benefit payment is the Contract Value, if it is made from an Indexed Strategy during a Strategy Term, it will be based on the Strategy Interim Value,. ~~which~~The Strategy Interim Value may reflect lower gains, if the Index is performing positively, ~~and~~or ~~greater~~ higher losses, if the Index is performing negatively, than would apply at the end of the Strategy Term (or, for Dual Directional Yield, lower gains than would apply on a Quarterly Anniversary, or higher losses than would apply at the end of the Strategy Term). The Strategy Interim Value is generally expected to be less than the term-to-date Index performance on any Valuation Day.

~~See Appendix G for a description of how the Return of Premium Death Benefit is calculated.~~63

See Appendix I for a description of how the Return of Premium Death Benefit is calculated.

Death of Annuitant. Prior to the Annuity Commencement Date, upon the death of the Annuitant the Owner becomes the Annuitant. The Owner may designate a new Annuitant. If this Contract is owned by a non-natural person (e.g., a corporation or a trust), the death of the Annuitant will be treated as the death of an Owner for purposes of the Death Benefit.

TO WHOM THE DEATH BENEFIT IS PAID

Upon the death of a natural Owner during the Accumulation Period, the Death Benefit is payable to the following:

●

The surviving joint Owner; or if none,

●

Surviving primary Beneficiaries; or if none, then

●

Surviving contingent Beneficiaries

For a Contract owned by a non-natural Owner, upon the death of the Annuitant during the Accumulation Period, the Death Benefit is payable to the following:

●

Surviving primary Beneficiaries; or if none, then

●

Surviving contingent Beneficiaries; or if none, then

●

The non-natural Owner.

If a person entitled to receive the Death Benefit dies before the Death Benefit is distributed, We will pay the Death Benefit to that person'’s named Beneficiary or, if none, to that person'’s estate.

PAYMENT OPTIONS

We will determine the value of the Death Benefit as of two Valuation Days from the Valuation Day on which We receive Due Proof of Death and in Good Order payment instructions from at least one of the Beneficiaries and all information We need to process the claim. The Death Benefit is not subject to the Withdrawal Charge or the MVA. Death Benefit payments, if made from an Indexed Strategy during a Strategy Term, are based on the Strategy Interim Value. Any Contract Value allocated to the Indexed Strategy will be based on the Strategy Interim Value. The Strategy Interim Value may reflect lower gains, if the Index is performing positively, or higher losses, if the Index is performing negatively, than would apply at the end of the Strategy Term (or, for Dual Directional Yield, lower gains than would apply on a Quarterly Anniversary, or higher losses than would apply at the end of the Strategy Term). The Strategy Interim Value is generally expected to be less than the term-to-date Index performance on any Valuation Day.

47Under a non-qualified Contract, if the Owner (or Annuitant in the case of a non-natural Owner) dies before the Annuity Commencement Date, the Death Benefit will be paid in a lump sum and the entire interest must be distributed within five years of the Owner’s death (or Annuitant’s death in the case of a non-natural Owner); If the Beneficiary is an individual, they can elect to receive a series of payments or Annuity Payments under an annuity option over the Beneficiary’s remaining life or over a period not extending beyond the Beneficiary’s life expectancy provided such payments begin within one year of death. Qualified Contracts are subject to special after-death distribution rules. See the “Federal Tax Considerations” section for more information. A Beneficiary that takes the Death Benefit in a series of payments may make transfers among the One-Year Fixed Strategy and the Indexed Strategy. Amounts that remain allocated to an Indexed Strategy may decrease in value. A surviving spouse who is a sole Beneficiary may continue the Contract maintaining its characteristics. See “Spousal Continuation.” We will make any adjustment to the Death Benefit prior to the continuation. If the Death Benefit is payable to the Owner’s estate, We will make a lump sum payment.

Strategy Interim Value, which may reflect lower gains, if the Index is performing positively, and higher losses, if the Index is performing negatively, than would apply at the end of the Strategy Term.

Under a non-qualified Contract, if the Owner (or Annuitant in the case of a non-natural Owner) dies before the Annuity Commencement Date, the Death Benefit will be paid in a lump sum and the entire interest must be distributed within five years of the Owner's death (or Annuitant's death in the case of a non-natural Owner); If the Beneficiary is an individual, they can elect to receive a series of payments or Annuity Payments under an annuity option over the Beneficiary's remaining life or over a period not extending beyond the Beneficiary's life expectancy provided such payments begin within one year of death. Qualified Contracts are subject to special after-death distribution rules. See the "Federal Tax Considerations" section for more information. A Beneficiary that takes the Death Benefit in a series of payments may make transfers among the One-Year Fixed Strategy and the Indexed Strategy. Amounts that remain allocated to an Indexed Strategy may decrease in value. A surviving spouse who is a sole Beneficiary may continue the Contract maintaining its characteristics. See "Spousal Continuation". We will make any adjustment to the Death Benefit prior to the continuation. If the Death Benefit is payable to the Owner's estate, We will make a lump sum payment.

SPOUSAL CONTINUATION

In limited circumstances, when the Owner dies, if the spouse of the deceased Owner is entitled to receive a Death Benefit, the spouse may have the option to continue the Contract instead. Under federal tax law, the spouse'’s option to continue the Contract is contingent upon whether the deceased Owner and the spouse were legally married under applicable state law.

FEDERAL TAX CONSIDERATIONS

[To be updated by Amendment]

A. Introduction

The following summary of tax rules does not provide or constitute any tax advice. It provides only a general discussion of certain of the expected federal income tax consequences with respect to amounts contributed to, invested in or received from a Contract, based on Our understanding of the existing provisions of the Internal Revenue Code ("“Code"”), Treasury Regulations thereunder, and public interpretations thereof by the IRS (e.g., Revenue Rulings, Revenue Procedures or Notices) or by published court decisions. This summary discusses only certain federal income tax consequences to United States Persons, and does not discuss state, local or foreign tax consequences. The term United States Persons means citizens or residents of the United States, domestic corporations, domestic partnerships, trust or estates that are subject to United States federal income tax, regardless of the source of their income.

tax consequences. The term United States Persons means citizens or residents of the United States, domestic corporations, domestic partnerships, trust or estates that are subject to United States federal income tax, regardless of the source of their income.

This summary has been prepared by Us after consultation with tax counsel, but no opinion of tax counsel has been obtained. We do not make any guarantee or representation regarding any tax status (e.g., federal, state, local or foreign) of any Contract or any transaction involving a Contract. In addition, there is always a possibility that the tax treatment of an annuity contract could change by legislation or other means (such as regulations, rulings or judicial decisions). Moreover, it is always possible that any such change in tax treatment could be made retroactive (that is, made effective prior to the date of the change). Accordingly, you should consult a qualified tax adviser for complete information and advice before purchasing a Contract.

In addition, although this discussion addresses certain tax consequences if you use the Contract in various arrangements, including Charitable Remainder Trusts and tax-qualified retirement arrangements, additional tax issues that are not discussed herein may be relevant to your situation. The tax consequences of any such arrangement may vary depending on the particular facts and circumstances of each individual arrangement and whether the arrangement satisfies certain tax qualification or classification requirements. In addition, the tax rules affecting such an arrangement may have changed recently by legislation or regulations. Therefore, if you are contemplating the use of a Contract in any arrangement the value of which to you depends in part on its tax consequences, you should consult a qualified tax adviser regarding the tax treatment of the proposed arrangement and of any Contract used in it.

If advisory fees are paid from the Contract, such deductions may be subject to federal and state income taxes and an additional 10% federal tax. Pursuant to a Private Letter Ruling issued to Us by the IRS, if advisory are paid under the systematic withdrawal program for advisory fees, Wewe will not report the deduction of these fees as taxable distributions for federal income tax purposes.

The federal, as well as state and local, tax laws and regulations require the Company to report certain transactions with respect to your Contract (such as an exchange of or a distribution from the Contract) to the Internal Revenue Service and state and local tax authorities, and generally to provide you with a copy of what was reported. This copy is not intended to supplant your own records. It is your responsibility to ensure that what you report to the Internal Revenue Service and other relevant taxing authorities on your income tax returns is accurate based on your books and records. You should review whatever is reported to the taxing authorities by the Company against your own records, and in consultation with your own tax adviser, and should notify the Company if you find any discrepancies in case corrections have to be made.

THE DISCUSSION SET FORTH BELOW IS INCLUDED FOR GENERAL PURPOSES ONLY. SPECIAL TAX RULES MAY APPLY WITH RESPECT TO CERTAIN SITUATIONS THAT ARE NOT DISCUSSED HEREIN. EACH POTENTIAL PURCHASER OF A CONTRACT IS ADVISED TO CONSULT WITH A QUALIFIED TAX ADVISER AS TO THE CONSEQUENCES OF ANY AMOUNTS INVESTED IN A CONTRACT UNDER APPLICABLE FEDERAL, STATE, LOCAL OR FOREIGN TAX LAW.

B. Taxation of Annuities — General Provisions Affecting Contracts Not Held in Tax-Qualified Retirement Plans or as IRAs

Section 72 of the Code governs the taxation of annuities in general.

Non-Natural Persons as Owners

Pursuant to Code Section 72(u), an annuity contract held by a taxpayer other than a natural person generally is not treated as an annuity contract under the Code. Instead, such a non-natural Owner generally could be required to include in gross income currently for each taxable year the excess of (a) the sum of the Contract Value as of the close of the taxable year and all previous distributions under the Contract over (b) the sum of net premiums paid for the taxable year and any prior taxable year and the amount includable in gross income for any prior taxable year with respect to the Contract under Section 72(u). However, Section 72(u) does not apply to:

● A Contract the nominal ~~Owner~~owner of which is a non-natural person but the beneficial ~~Owner~~owner of which is a natural person (e.g., where the non-natural Owner holds the ~~Contract~~contract as an agent for the natural person),

● A Contract acquired by the estate of a decedent by reason of such decedent'’s death,

●

Certain Contracts acquired with respect to tax-qualified retirement arrangements,

●

Certain Contracts held in structured settlement arrangements that may qualify under Code Section 130, or

● A single premium immediate annuity contract under Code Section 72(u)(4), which provides for substantially equal periodic payments and an annuity starting date that is no later than 1 year from the date of the Contract'’s purchase.

A non-natural Owner that is a tax-exempt entity for federal tax purposes (e.g., a tax-qualified retirement trust or a Charitable Remainder Trust) generally would not be subject to federal income tax as a result of such current gross income under Code Section 72(u). However, such a tax-exempt entity, or any annuity contract that it holds, may need to satisfy certain tax requirements in order to maintain its qualification for such favorable tax treatment. See, e.g., IRS Tech. Adv. Memo. 9825001 for certain Charitable ~~Remainder Trusts.~~

Pursuant to Code Section 72(s), if the Owner is a non-natural person, the primary Annuitant is treated as the "holder" in applying the post-death required distribution rules described below. These rules require that certain distributions be made upon the death of a "holder." In addition, for a non-natural Owner, a change in the primary Annuitant is treated as the death of the "holder." However, the provisions of Code Section 72(s) do not apply to certain contracts held in tax-qualified retirement arrangements or structured settlement arrangements.65

~~For~~Remainder Contracts issued to a non-natural Owner or held for the benefit of such an entity, that entity's general interest deduction under the Code may be limited regardless of whether the interest relates to debt used to purchase or carry the ContractTrusts. ~~However, this interest deduction disallowance does not affect Contracts where the entity is required to include an amount in gross income each year under Code Section 72(u).~~

Pursuant to Code Section 72(s), if the Owner is a non-natural person, the primary Annuitant is treated as the “holder” in applying the post-death required distribution rules described below. These rules require that certain distributions be made upon the death of a “holder.” In addition, for a non-natural Owner, a change in the primary Annuitant is treated as the death of the “holder.” However, the provisions of Code Section 72(s) do not apply to certain contracts held in tax-qualified retirement arrangements or structured settlement arrangements.

For Contracts issued to a non-natural Owner or held for the benefit of such an entity, that entity’s general interest deduction under the Code may be limited regardless of whether the interest relates to debt used to purchase or carry the Contract. However, this interest deduction disallowance does not affect Contracts where the entity is required to include an amount in gross income each year under Code Section 72(u).

Other Owners (Natural Persons).

An Owner is not taxed on increases in the value of the Contract until an amount is received or deemed received, e.g., in the form of a lump sum payment (full or partial value of a Contract) or as Annuity payments under the settlement option elected.

The provisions of Section 72 of the Code concerning distributions are briefly summarized below. Also summarized are special rules affecting distributions from contracts obtained in a tax-free exchange for other annuity contracts or life insurance contracts which were purchased prior to August 14, 1982.

Amounts Received as an Annuity

Contract payments made periodically at regular intervals over a period of more than one full year, such that the total amount payable is determinable from the start ("“amounts received as an annuity"”) are includable in gross income to the extent the payments exceed the amount determined by the application of the ratio of the allocable " “investment in the contract"” to the total amount of the payments to be made after the start of the payments (the "“exclusion ratio"”) under Section 72 of the Code. Total Premium Payments less amounts received which were not includable in gross income equal the "“investment in the contract."” The start of the payments may be the Annuity Commencement Date or may be an annuity starting date assigned should any portion less than the full Contract be converted to periodic payments from the Contract (Annuity Payouts).

When the total of amounts excluded from income by application of the exclusion ratio is equal to the allocated investment in the Contract for the Annuity Payout, any additional payments (including surrenders) will be entirely includable in gross income.

ii. Under Section 72(a)(2) of the Code, if any amount is received as an annuity (i.e., as one of a series of periodic payments at regular intervals over more than one full year) for a period of 10 or more years, or during one or more lives, under any portion of an annuity, endowment, or life insurance contract, then that portion of the Contract shall be treated as a separate contract with its own annuity starting date (otherwise referred to as a partial annuitization of the contract). This assigned annuity starting date for the new separate contract can be different from the original Annuity Commencement Date for the Contract. Also, for purposes of applying the exclusion ratio for the amounts received under the partial annuitization, the investment in the Contract before receiving any such amounts shall be allocated pro rata between the portion of the Contract from which such amounts are received as an annuity and the portion of the Contract from which amounts are not received as an annuity. These provisions apply to payments received in taxable years beginning after December 31, 2010.

annuity starting date for the new separate contract can be different from the original Annuity Commencement Date for the Contract. Also, for purposes of applying the exclusion ratio for the amounts received under the partial annuitization, the investment in the Contract before receiving any such amounts shall be allocated pro rata between the portion of the Contract from which such amounts are received as an annuity and the portion of the Contract from which amounts are not received as an annuity. These provisions apply to payments received in taxable years beginning after December 31, 2010.

Amounts Not Received as an Annuity

i. To the extent that the "“cash value"” of the Contract (ignoring any surrender charges except on a full surrender) exceeds the "“investment in the contract,"” such excess constitutes the "“income on the contract."”

ii. Any amount received or deemed received prior to the Annuity Commencement Date (e.g., upon a surrender or partial withdrawal), which is non-periodic and not part of a partial annuitization, is deemed to come first from any such "“income on the contract"” and then from "“investment in the contract,"” and for these purposes such "“income on the contract"” is computed by reference to the aggregation rule described in subparagraph 2.c. below. As a result, any such amount received or deemed received.

(1) shall be includable in gross income to the extent that such amount does not exceed any such "“income on the contract,"” and

(2) shall not be includable in gross income to the extent that such amount does exceed any such "“income on the contract."” If at the time that any amount is received or deemed received there is no "“income on the contract"” (e.g., because the gross value of the Contract does not exceed the "investment in the contract," and no aggregation rule applies), then such amount received or deemed received will not be includable in gross income and will simply reduce the "investment in the contract."

To the extent that the value of the Contract (ignoring any surrender charges except on a full surrender) exceeds the "investment in the contract," such excess constitutes the "income on the contract". It is unclear in some cases what value should be used in determining the "income on the Contract." We believe that the "income on the Contract" does not include some measure of the value of certain benefits, but the IRS could take a contrary position and include such value in determining the "income on the Contract."66

~~iii. Generally,~~because ~~non-periodic amounts received or deemed received after~~ the ~~Annuity~~gross ~~Commencement~~value ~~Date~~of ~~(or after~~ the ~~assigned~~Contract ~~annuity~~does ~~starting date for a partial annuitization) are~~ not ~~entitled~~exceed tothe ~~any exclusion~~“investment ~~ratio and shall be fully includable~~ in ~~gross~~the ~~income. However~~contract,” ~~upon~~and ano ~~full~~aggregation ~~surrender~~rule ~~after such date~~applies), ~~only~~then ~~the~~such ~~excess of the~~ amount received ~~(after~~or ~~any~~deemed ~~surrender~~received ~~charge)~~will ~~over~~not ~~the remaining "investment in the contract" shall~~ be includable in gross income ~~(except~~ toand ~~the~~will ~~extent~~simply ~~that~~reduce the ~~aggregation~~“investment ~~rule referred to~~ in the ~~next subparagraph 2~~contract.~~c. may apply).~~”

~~iv. The~~To the ~~receipt~~extent ofthat ~~any~~the ~~amount~~value asof ~~a loan under~~ the Contract or ~~the~~(ignoring ~~assignment~~any orsurrender ~~pledge~~charges ofexcept ~~any~~on ~~portion~~a offull ~~the~~surrender) ~~value~~exceeds of the ~~Contract~~“investment in ~~shall~~the becontract,” ~~treated~~such asexcess anconstitutes ~~amount~~the ~~received~~“income ~~for~~on ~~purposes~~the ofcontract”. ~~this~~It ~~subparagraph 2.b.~~is Ifunclear ~~the~~in ~~entire~~some ~~Contract~~cases ~~Value~~what isvalue should ~~assigned~~be orused ~~pledged,~~in ~~subsequent~~determining ~~increases~~the in“income on the ~~Contract~~contract.” ~~Value~~We ~~are~~believe ~~also~~that ~~treated~~the as“income anon ~~amount~~the ~~received~~contract” ~~for~~does ~~purposes~~not ofinclude ~~this~~some ~~subparagraph~~measure ~~2.b.~~of ~~for~~the asvalue ~~long~~of ascertain ~~the~~benefits, ~~assignment~~but orthe ~~pledge~~IRS ~~remains~~could intake ~~place.~~a ~~The~~contrary ~~"investment~~position inand ~~the~~include ~~contract"~~such value isin ~~increased~~determining by the ~~amount~~“income ~~included~~on inthe ~~income~~contract.”

iii.

Generally, non-periodic amounts received or deemed received after the Annuity Commencement Date (or after the assigned annuity starting date for a partial annuitization) are not entitled to any exclusion ratio and shall be fully includable in gross income. However, upon a full surrender after such date, only the excess of the amount received (after any surrender charge) over the remaining “investment in the contract” shall be includable in gross income (except to the extent that the aggregation rule referred to in the next subparagraph 2.c. may apply).

iv.

The receipt of any amount as a loan under the Contract or the assignment or pledge of any portion of the value of the Contract shall be treated as an amount received for purposes of this subparagraph 2.b. If the entire Contract value is assigned or pledged, subsequent increases in the Contract value are also treated as an amount received for purposes of this subparagraph 2.b. for as long as the assignment or pledge remains in place. The “investment in the contract” is increased by the amount included in income.

In general, the transfer of the Contract, without full and adequate consideration (e.g., a gift), will be treated as an amount received for purposes of this subparagraph 2.b. This transfer rule does not apply, however, to certain transfers of property between spouses or incident to divorce.

vi.

In general, any amount actually received under the Contract as a Death Benefit, including an optional Death Benefit, if any, will be treated as an amount received for purposes of this subparagraph 2.b.

Aggregation of Two or More Annuity Contracts.

Contracts issued after October 21, 1988 by the same insurer (or affiliated insurer) to the same Owner within the same calendar year (other than certain contracts held in connection with tax-qualified retirement arrangements) will be aggregated and treated as one annuity contract for the purpose of determining the taxation of distributions prior to the Annuity Commencement Date. An annuity contract received in a tax-free exchange for another annuity contract or life insurance contract may be treated as a new contract for this purpose. We believe that for any Contracts subject to such aggregation, the values under the Contracts and the investment in the Contracts will be added together to determine the taxation under subparagraph 2.a., above, of amounts received or deemed received prior to the Annuity Commencement Date. Withdrawals will be treated first as withdrawals of income until all of the income from all such Contracts is withdrawn. In addition, the Treasury Department has specific authority under the aggregation rules in Code Section 72(e)(12) to issue regulations to prevent the avoidance of the income-out-first rules for non-periodic distributions through the serial purchase of annuity contracts or otherwise. As of the date of this prospectus, there are no regulations interpreting these aggregation provisions.

10% Additional Tax — Applicable to Certain Withdrawals and Annuity Payments.

If any amount is received or deemed received on the Contract (before or after the Annuity Commencement Date), the Code applies an additional tax equal to ten percent of the portion of the amount includable in gross income, unless an exception applies.

ii.

The 10% additional tax will not apply to the following distributions:

Distributions made on or after the date the taxpayer has attained the age of 59 1/2.

Distributions made on or after the death of the holder or where the holder is not an individual, the death of the primary Annuitant.

Distributions attributable to a taxpayer becoming disabled (as defined in the federal tax law).

4. A distribution that is part of a scheduled series of substantially equal periodic payments (not less frequently than annually) for the life (or life expectancy) of the taxpayer (or the joint lives or life expectancies of the taxpayer and the taxpayer'’s Designated Beneficiary).

5. Distributions of amounts which are allocable to the "“investment in the contract"” prior to August 14, 1982 (see next subparagraph e.).

Certain other exceptions to the 10% additional tax as not described herein also may apply. Please consult your tax adviser.

If the taxpayer avoids this 10% additional tax by qualifying for the substantially equal periodic payments exception and later such series of payments is modified (other than by death or disability), the 10% additional tax will be applied retroactively to all the prior periodic payments (i.e., tax plus interest thereon), unless such modification is made after both (a) the taxpayer has reached age 59 1/2 and (b) 5 years have elapsed since the first of these periodic payments.

Special Provisions Affecting Contracts Obtained Through a Tax-Free Exchange of Other Annuity or Life Insurance Contracts Purchased Prior to August 14, 1982.

If the Contract was obtained by a tax-free exchange of an annuity contract purchased prior to August 14, 1982, then any amount received or deemed received prior to the Annuity Commencement Date shall be deemed to come (1) first from the amount of the "“investment in the contract"” prior to August 14, 1982 ("“pre-8/14/82 investment"”) carried over from the prior contract, (2) then from the portion of the "“income on the contract"” (carried over to, as well as accumulating in, the successor contract) that is attributable to such pre-8/14/82 investment, (3) then from the remaining "“income on the contract" ” and (4) last from the remaining "“investment in the contract."” As a result, to the extent that such amount received or deemed received does not exceed such pre-8/14/82 investment, such amount is not includable in gross income. In addition, to the extent that such amount received or deemed received does not exceed the sum of (a) such pre-8/14/82 investment and (b) the "“income on the contract"” attributable thereto, such amount is not subject to the 10% additional tax. In all other respects, amounts received or deemed received from such post-exchange contracts are generally subject to the rules described in in this subparagraph e.

Post-Death Distributions

Death of Owner or Primary Annuitant

Subject to the alternative election or spouse Beneficiary provisions in ii or iii below:

If any Owner dies on or after the Annuity Commencement Date and before the entire interest in the Contract has been distributed, the remaining portion of such interest shall be distributed at least as rapidly as under the method of distribution being used as of the date of such death;

If any Owner dies before the Annuity Commencement Date, the entire interest in the Contract shall be distributed within 5 years after such death; and

If the Owner is not an individual, then for purposes of 1. or 2. above, the primary Annuitant under the Contract shall be treated as the Owner, and any change in the primary Annuitant shall be treated as the death of the Owner. The primary Annuitant is the individual, the events in the life of whom are of primary importance in affecting the timing or amount of the payout under the Contract.

ii.

Alternative Election to Satisfy Distribution Requirements

If any portion of the interest of an Owner described in i. above is payable to or for the benefit of a designated Beneficiary, such Beneficiary may elect to have the portion distributed over a period that does not extend beyond the life or life expectancy of the Beneficiary. Such distributions must begin within a 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.

iii.

Spouse Beneficiary

If any portion of the interest of an Owner is payable to or for the benefit of his or her spouse, the spouse is the sole ~~beneficiary~~Beneficiary, and the Annuitant is living, such spouse shall be treated as the Owner of such portion for purposes of Section i above. This spousal Contract continuation shall apply only once for this Contract.

The right of a spouse to continue the Contract and 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.

Addition of Rider or Material Change.

The addition of a rider to the Contract, or a material change in the Contract'’s provisions, could cause it to be considered newly issued or entered into for tax purposes, and thus could cause the Contract to lose certain grandfathered tax status. Please contact your tax ~~adviser for more information.~~

adviser for more information.

1035 Exchanges.

We may issue this Contract in exchange for another life insurance or annuity contract. Code Section 1035 permits certain tax-free exchanges of life insurance contracts and annuity contracts for another annuity contract as long as certain requirements are satisfied. If any money or other property is received in the exchange, gain (but not loss) may be recognized under the exchange. If the exchange is tax free, your investment in the contract from the prior contract will carry over to your new Contract.

The IRS, in Rev. Rul. 2003-76, confirmed that the ~~Owner~~owner of an annuity contract can direct its insurer to transfer a portion of the Contract'’s cash value directly to another annuity contract (issued by the same insurer or by a different insurer), and such a direct transfer can qualify for tax-free exchange treatment under Code Section 1035 (a "“partial exchange"”).

The IRS issued additional guidance, Rev. Proc. 2011-38, that addresses partial exchanges. Rev. Proc. 2011-38 modifies and supersedes Rev. Proc. 2008-24 and applies to the direct transfer of a portion of the cash Surrender Value of an existing annuity contract for a second annuity contract, regardless of whether the two annuity contracts are issued by the same or different companies and is effective for transfers that are completed on or after October 24, 2011. The Rev. Proc. does not apply to transactions to which the rules for partial annuitization under Code Section 72(a)(2) apply.

Under Rev. Proc. 2011-38, a transfer within the scope of the Rev. Proc. will be treated as a tax-free exchange under Section 1035 if no amount, other than an amount received as an annuity for a period of 10 years or more or during one or more lives, is received under either the original contract or the new contract during the 180 days beginning on the date of the transfer (in the case of a new contract, the date the contract is placed in-force). A subsequent direct transfer of all or a portion of either contract is not taken into account for purposes of this characterization if the subsequent transfer qualifies (or is intended to qualify) as a tax-free exchange under Code Section 1035.

If a transfer falls within the scope of the Rev. Proc. but is not described above (for example — if a distribution is made from either contract within the 180 day period), the transfer will be characterized in a manner consistent with its substance, based on general tax principles and all the facts and circumstances. The IRS will not require aggregation (under Code Section 72(e)(12)) of an original, pre-existing contract with a second contract that is the subject of a tax-free exchange, even if both contracts are issued by the same insurance company but will instead treat the contracts as separate annuity contracts. The applicability of the IRS'’s partial exchange guidance to the splitting of an annuity contract is not clear. You should consult with a qualified tax adviser as to potential tax consequences before attempting any partial exchange or split of annuity contracts.

Tax Ownership of the Assets in the Separate Account

In some circumstances, the IRS and courts have recharacterized variable annuity contracts by treating the ~~Owner~~owner, for federal income tax purposes, as owning the ~~Separate~~separate ~~Account~~account assets on which the contract is based. The IRS guidance in this area has focused on whether the ~~Owner~~owner has excessive control over the ~~Separate Account~~separate account assets. Such control may exist if the ~~Owner~~owner can allocate amounts under the contract to purchase specific assets within the ~~Separate~~ ~~Account~~separate account that also are available outside of the contract. In addition, the IRS and courts considered whether the variable annuity Owner'’s position is substantially identical to what it would have been if the ~~Owner~~owner had purchased the separate account assets directly, rather than having purchased a variable annuity contract. Similar federal income tax principles also can operate to recharacterize an arrangement for income tax purposes in certain circumstances, such as if the substance of the arrangement differs from its form. If the authorities on ~~Owner~~owner control or similar tax principles apply, the tax-deferred status of the contract may be adversely affected. For example, the ~~Owner~~owner of the contract could be taxed annually on the income and gains attributable to the assets that determine the ~~Contract~~contract ~~Values~~values and benefits.

52We do not believe that these authorities or tax principles should apply to this Contract. Although We hold certain amounts attributable to the Contract in Our Separate Account, you do not share in the investment performance of any assets in the Separate Account. Rather, Our obligations under the Contract are independent of the investment performance of the Separate Account. In addition, allocations under the Contract to the Index Strategies are distinguishable from a direct investment in the assets comprising the corresponding indexes. However, there is no IRS guidance or other authority directly addressing whether or how the rules summarized above may apply to the Contract. We reserve the right to amend this Contract, retroactively or prospectively, to reflect any changes or clarifications that may be needed or are appropriate to maintain the Contract’s tax status or to conform the Contract to any applicable changes in the tax qualification requirements. Concerned Owners should consult their own financial professionals regarding the tax matter discussed above.

We do not believe that these authorities or tax principles should apply to this Contract. Although We hold certain amounts attributable to the Contract in Our Separate Account, you do not share in the investment performance of any assets in the Separate Account. Rather, our obligations under the Contract are independent of the investment performance of the Separate Account. In addition, allocations under the Contract to the Index Strategies are distinguishable from a direct investment in the assets comprising the corresponding indexes. However, there is no IRS guidance or other authority directly addressing whether or how the rules summarized above may apply to the Contract. We reserve the right to amend this Contract, retroactively or prospectively, to reflect any changes or clarifications that may be needed or are appropriate to maintain the Contract's tax status or to conform the Contract to any applicable changes in the tax qualification requirements. Concerned Owners should consult their own financial professionals regarding the tax matter discussed above.

Delayed Annuity Dates

If the Contract'’s Annuity Commencement Date is, or has been extended to, a time when the Owner (or if the Owner is a non-natural person, the Annuitant) has reached an advanced age, it is possible that the Contract would not be treated as an annuity for federal income tax purposes. In that event, the income and gains under the Contract could be currently includable in the Owner'’s income.

Federal Income Tax Withholding

U.S. Citizens or Resident Aliens

● Non-Periodic Distributions. The portion of a non-periodic distribution that is includable in gross income is subject to federal income tax withholding unless an individual elects not to have such tax withheld ("“election out"”). We will provide such an "“election out"” form at the time such a distribution is requested. If the necessary "“election out"” form is not submitted to Us in a timely manner, generally We are required to withhold 10 percent of the includable amount of distribution and remit it to the IRS.

● Periodic Distributions (payable over a period greater than one year). The portion of a periodic distribution that is includable in gross income is generally subject to federal income tax withholding as if the payment were a payment of wages by an employer to an employee for the appropriate payroll period. An individual generally may elect out of such withholding or elect to have income tax withheld at a different rate, by providing a completed election form. We will provide such an election form at the time such a distribution is requested. If the necessary "“election out"” forms are not submitted to Us in a timely manner, We are required to withhold tax based on certain assumptions provided in IRS guidance and remit this amount to the IRS.

Generally, no "“election out"” is permitted if the distribution is delivered outside the United States and any possession of the United States, if the Payee fails to provide a taxpayer identification number ("“TIN"”), or We are notified by the IRS that the TIN provided by the Payee is incorrect. Regardless of any "“election out"” or any amount of tax actually withheld on an amount received from a Contract, the Payee is generally liable for any failure to pay the full amount of tax due on the includable portion of such amount received. A Payee also may be required to pay penalties under the estimated income tax rules, if the withholding and estimated tax payments are insufficient to satisfy the Payee'’s total tax liability.

Nonresident Aliens and Foreign Corporations

Payees that are not U.S. citizens or resident aliens will generally be subject to U.S. federal withholding tax on taxable distributions from the Contract at a 30% rate, unless a lower treaty rate applies. In addition, if the Company does not have appropriate documentation establishing the Payee'’s status (e.g., a Form W-9 or applicable Form W-8), the Company could be required to withhold 30% on certain payments from the Contract under the Foreign Account Tax Compliance Act (or FATCA). The FATCA rules are complex. Please consult your tax adviser.

Estate, Gift and Generation-Skipping Tax and Related Tax Considerations

Any amount payable upon an Owner'’s death, whether before or after the Annuity Commencement Date, is generally includable in the Owner'’s estate for federal estate tax purposes. Similarly, prior to the Owner'’s death, the payment of any amount from the Contract, or the transfer of any interest in the Contract, to a Beneficiary or other person for less than adequate consideration may have federal gift tax consequences. In addition, any transfer to, or designation of, a non-spouse Beneficiary who either is (1) 37 1/⁄2 or more years younger than an Owner or (2) a grandchild (or more remote further descendent) of an Owner may have federal generation-skipping-transfer ("“GST"”) tax consequences under Code Section 2601. Regulations under Code Section 2662 may require Us to deduct any such GST tax from your Contract, or from any applicable payment, and pay it directly to the IRS. However, any federal estate, gift or GST tax payment with respect to a Contract could produce an offsetting income tax deduction for a Beneficiary or transferee under Code Section 691(c) (partially offsetting such federal estate or GST tax) or a basis increase for a Beneficiary or transferee under Code Section 691(c) or Section 1015(d). In addition, as indicated above in "“Distributions Prior to the Annuity Commencement Date,"” the transfer of a Contract for less than adequate consideration during the Owner'’s lifetime generally is treated as producing an amount received by such Owner that is subject to both income tax and the 10% penalty tax. To the extent that such an amount deemed received causes an amount to be includable currently in such Owner’s gross income, this same income amount could produce a corresponding increase in such Owner’s tax basis for such Contract that is carried over to the transferee’s tax basis for such Contract under Code Section 72(e)(4)(C)(iii) and Section 1015.

income tax and the 10% penalty tax. To the extent that such an amount deemed received causes an amount to be includable currently in such Owner's gross income, this same income amount could produce a corresponding increase in such Owner's tax basis for such Contract that is carried over to the transferee's tax basis for such Contract under Code Section 72(e)(4)(C)(iii) and Section 1015.

Tax Disclosure Obligations

In some instances, certain transactions must be disclosed to the IRS or penalties could apply. See, for example, IRS Notice 2009-59. The Code also requires certain "“material advisers"” to maintain a list of persons participating in such "“reportable transactions,"” which list must be furnished to the IRS upon request. It is possible that such disclosures could be required by The Company, the Owner(s) or other persons involved in transactions involving annuity contracts. It is the responsibility of each party, in consultation with their tax and legal advisers, to determine whether the particular facts and circumstances warrant such disclosures.

Medicare Tax

Distributions from non-qualified annuity policies will be considered " “investment income"” for purposes of the newly enacted Medicare tax on investment income. Thus, in certain circumstances, a 3.8% tax may be applied to some or all of the taxable portion of distributions (e.g., earnings) to taxpayers whose income exceeds certain threshold amounts. Please consult a tax adviser for more information.

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 taxpayers whose income exceeds certain threshold amounts. Please consult a tax adviser for more information.

INFORMATION REGARDING IRAS

~~This summary does not attempt to provide more than general information~~[To about the federal income tax rules associated with use of a Contract as an individual retirement annuity under Code section 408(b) or in connection with an individual retirement account under Code section 408(a). State income tax rules applicable to IRAs may differ from federal income tax rules, and this summary does not describe any of these differences. Because of the complexity of the tax rules, Owners and Beneficiaries are encouraged to consult their own tax advisers as to specific tax consequences. Additional information can also be ~~obtained~~updated ~~from~~by ~~your local IRS office, from IRS Publication 590A and 590-B (hereinafter referred to as Publication 590) or online at www.irs.gov.~~Amendment]

1.This summary ~~Individual~~does ~~Retirement~~not ~~Annuities~~attempt to provide more than general information about the federal income tax rules associated with use of a Contract as an individual retirement annuity under Code section 408("b) or in connection with an individual retirement account under Code section 408(a). State income tax rules applicable to IRAs" may differ from federal income tax rules, and this summary does not describe any of these differences. Because of the complexity of the tax rules, owners and beneficiaries are encouraged to consult their own tax advisers as to specific tax consequences. Additional information can also be obtained from your local IRS office, from IRS Publication 590A and 590-B (hereinafter referred to as Publication 590) or online at www.irs.gov.

In1. Individual ~~addition~~Retirement toAnnuities ~~"traditional" IRAs governed by Code Sections 408~~(~~a) and (b) ("Traditional~~ “IRAs"”)~~, there are Roth IRAs governed by Code Section 408A, and SEP IRAs governed by Code Section 408(k)~~. ~~Contributions to each of these types of IRAs are subject to differing limitations. The following is a very general description of each type of IRA for which a Contract is available.~~

In addition to “traditional” IRAs governed by Code Sections 408(a) and (b) (“Traditional IRAs”), there are Roth IRAs governed by Code Section 408A, and SEP IRAs governed by Code Section 408(k). Contributions to each of these types of IRAs are subject to differing limitations. The following is a very general description of each type of IRA for which a Contract is available.

Traditional IRAs

Traditional IRAs are subject to limits on the amounts that may be contributed each year, the persons who may be eligible, and the time when minimum distributions must begin. Depending upon the circumstances of the individual, contributions to a Traditional IRA may be made on a deductible or non-deductible basis. Failure to make Required Minimum Distributions ("“RMDs"”) when the Owner reaches the "“applicable age"” under the RMD rules or dies, as described below, may result in imposition of a 25% excise tax on any excess of the RMD amount over the amount distributed. The excise tax is reduced to 10% if a taxpayer receives a distribution, during the "“correction window,"” of the amount of the missed RMD from the same plan to which the excise tax relates and satisfies certain other conditions. In addition, any amount received before the Owner reaches age 59 1/2 or dies is subject to a 10% additional tax on premature distributions, unless a special exception applies, as described below. Under Code Section 408(e), an IRA may not be used for borrowing (or as security for any loan) or in certain prohibited transactions, and such a transaction could lead to the complete tax disqualification of an IRA.

If you were born...		Your "applicable age" is...
If you were born…	Your “applicable age” is…
Before July 1, 1949	70½		70	~~1/2~~
After June 30, 1949 and before 1951	72		72
After 1950 and before 1960*	73*		73	*
After 1958*	75*		75	*

* If you were born in 1959, you should consult your tax advisor regarding your "“applicable age,"” because it is not clear whether your "“applicable age"” is age 73 or age 75.

You (or your surviving spouse if you die) may rollover funds tax-free from certain existing qualified plans into a Traditional IRA under certain circumstances, as indicated below. In addition, under Code Section 402(c)(11) a non-spouse "“designated Beneficiary" ” of a deceased plan participant may make a tax-free "“direct rollover"” (in the form of a direct transfer between plan fiduciaries, as described below in "“Rollover Distributions"”) from certain qualified plans to a Traditional IRA for such Beneficiary, but such Traditional IRA must be designated and treated as an " “inherited IRA"” that remains subject to applicable RMD rules (as if such IRA had been inherited from the deceased plan participant).

54IRAs generally may not invest in life insurance contracts. However, an annuity contract that is used as an IRA may provide a Death Benefit that equals the greater of the premiums paid or the Contract’s cash value. The Contract offers an enhanced Death Benefit that may exceed the greater of the Contract Value or total Premium Payments. The tax rules are unclear as to what extent an IRA can provide a Death Benefit that exceeds the greater of the IRA’s cash value or the sum of the premiums paid and other contributions into the IRA. Please note that the IRA rider for the Contract has provisions that are designed to maintain the Contract’s tax qualification as an IRA, and therefore could limit certain benefits under the Contract (including endorsement, rider or option benefits) to maintain the Contract’s tax qualification.

IRAs generally may not invest in life insurance contracts. However, an annuity contract that is used as an IRA may provide a Death Benefit that equals the greater of the premiums paid or the Contract's cash value. The Contract offers an enhanced Death Benefit that may exceed the greater of the Contract Value or total Premium Payments. The tax rules are unclear as to what extent an IRA can provide a Death Benefit that exceeds the greater of the IRA's cash value or the sum of the premiums paid and other contributions into the IRA. Please note that the IRA rider for the Contract has provisions that are designed to maintain the Contract's tax qualification as an IRA, and therefore could limit certain benefits under the Contract (including endorsement, rider or option benefits) to maintain the Contract's tax qualification.

SEP IRAs

Code Section 408(k) provides for a Traditional or ROTH IRA in the form of an employer-sponsored defined contribution plan known as a Simplified Employee Pension ("SEP") or a SEP IRA. A SEP IRA can have employer contributions, and in limited circumstances employee and salary reduction contributions, as well as higher overall contribution limits than a Traditional or ROTH IRA, but a SEP is also subject to special tax qualification requirements (e.g., on participation, nondiscrimination and withdrawals) and sanctions. Otherwise, a SEP IRA is generally subject to the same tax rules as for a Traditional or ROTH IRA, which are described above and below, respectively. Please note that the IRA rider for the Contract has provisions that are designed to maintain the Contract's tax qualification as an IRA, and therefore could limit certain benefits under the Contract (including endorsement, rider or option benefits) to maintain the Contract's tax qualification.71

Code Section 408(k) provides for a Traditional or ROTH IRA in the form of an employer-sponsored defined contribution plan known as a Simplified Employee Pension (“SEP”) or a SEP IRA. A SEP IRA can have employer contributions, and in limited circumstances employee and salary reduction contributions, as well as higher overall contribution limits than a Traditional or ROTH IRA, but a SEP is also subject to special tax qualification requirements (e.g., on participation, nondiscrimination and withdrawals) and sanctions. Otherwise, a SEP IRA is generally subject to the same tax rules as for a Traditional or ROTH IRA, which are described above and below, respectively. Please note that the IRA rider for the Contract has provisions that are designed to maintain the Contract’s tax qualification as an IRA, and therefore could limit certain benefits under the Contract (including endorsement, rider or option benefits) to maintain the Contract’s tax qualification.

Roth IRAs

Code Section 408A permits eligible individuals to establish a Roth IRA. Contributions to a Roth IRA are not deductible, but withdrawals of amounts contributed and the earnings thereon that meet certain requirements are not subject to federal income tax. In general, Roth IRAs are subject to limitations on the amounts that may be contributed by the persons who may be eligible to contribute, certain Traditional IRA restrictions, and certain RMD rules on the death of the Owner. Unlike a Traditional IRA, Roth IRAs are not subject to RMD rules during the Owner'’s lifetime. However, the RMD rules apply upon the Owner'’s death. The Owner of a Traditional IRA or other qualified plan assets may complete a conversion into a Roth IRA under certain circumstances. The conversion of a Traditional IRA or other qualified plan assets to a Roth IRA will subject the fair market value of the funds to federal income tax in the year of conversion. In addition to the amount held in the converted account, the fair market value may include the value of additional benefits provided by the annuity contract on the date of conversion, based on reasonable actuarial assumptions. Tax-free rollovers from a Roth IRA can be made only to another Roth IRA under limited circumstances, as indicated below. Distributions from eligible qualified plans can be "“rolled over" ” directly (subject to tax) into a Roth IRA under certain circumstances. A conversion of a traditional IRA to a Roth IRA, and a rollover from any other eligible retirement plan to a Roth IRA, made after December 31, 2017, cannot be recharacterized as having been made to a traditional IRA. Anyone considering a "“conversion"” to a Roth IRA should consult with a qualified tax adviser. Please note that the Roth IRA rider for the Contract has provisions that are designed to maintain the Contract'’s tax qualification as a Roth IRA, and therefore could limit certain benefits under the Contract (including endorsement, rider or option benefits) to maintain the Contract'’s tax qualification.

2. Taxation of Amounts Received from IRAs

Except under certain circumstances in the case of Roth IRAs, amounts received from qualified Contracts generally are taxed as ordinary income under Code Section 72, to the extent that they are not treated as a tax-free recovery of after-tax contributions or other "“investment in the ~~contract~~Contract."” For Annuity Payments and other amounts received after the Annuity Commencement Date from a qualified Contract, the tax rules for determining what portion of each amount received represents a tax-free recovery of "“investment in the ~~contract"~~Contract” is determined by the Contract Owner.

For non-periodic amounts from certain qualified Contracts, Code Section 72(e)(8) provides special rules that generally treat a portion of each amount received as a tax-free recovery of the "“investment in the ~~contract~~Contract," ” based on the ratio of the "“investment in the ~~contract"~~Contract” over the Contract Value at the time of distribution. However, in determining such a ratio, certain aggregation rules may apply and may vary, depending on the type of qualified Contract. For instance, all Traditional IRAs owned by the same individual are generally aggregated for these purposes, but such an aggregation does not include any IRA inherited by such individual or any Roth IRA owned by such individual.

3. Additional and Excise Taxes for IRAs

Unlike non-qualified Contracts, IRAs are subject to federal additional taxes not just on premature distributions, but also to excise taxes on excess contributions and failures to make Required Minimum Distributions ("“RMDs"”).

Additional Taxes on Premature Distributions

Code Section 72(t) imposes an additional income tax equal to 10% of the taxable portion of a distribution from certain types of IRAs that is made before the Owner reaches age 59 1/2. However, this 10% additional tax does not apply to a distribution that is either:

(i) made to a Beneficiary (or to the Owner'’s estate) on or after the employee'’s death;

(ii)

attributable to the Owner becoming disabled under Code Section 72(m)(7);

55(iii) part of a series of substantially equal periodic payments (not less frequently than annually — “SEPPs”) made for the life (or life expectancy) of the employee or the joint lives (or joint life expectancies) of such employee and a designated Beneficiary (“SEPP Exception”);

(iii) part of a series of substantially equal periodic payments (not less frequently than annually — "SEPPs") made for the life (or life expectancy) of the employee or the joint lives (or joint life expectancies) of such employee and a designated Beneficiary ("SEPP Exception");

(iv)

certain qualified reservist distributions under Code Section 72(t)(2)(G) upon a call to active duty;

~~(v) made as a "direct rollover" or other timely rollover to an eligible retirement plan, as described below.~~72

(v) made as a “direct rollover” or other timely rollover to an eligible retirement plan, as described below. In addition, the 10% penalty tax does not apply to a distribution from an IRA that is either:

(vi) made after separation from employment to an unemployed IRA ~~Owner~~owner for health insurance premiums, if certain conditions in Code Section 72(t)(2)(D) are met;

(vii)

not in excess of the amount of certain qualifying higher education expenses, as defined by Code Section 72(t)(7);

(viii)

for a qualified first-time home buyer and meets the requirements of Code Section 72(t)(8);

(ix)

made on account of a qualified birth or adoption; or

(x)

made to a terminally ill Owner.

The taxpayer must meet certain requirements in order for these exceptions to apply. Certain other exceptions to the 10% additional tax not described herein also may apply. Please consult your tax adviser.

If the taxpayer avoids this 10% additional tax by qualifying for the SEPP Exception and later such series of payments is modified (other than by death, disability or a method change allowed by Rev. Rul. 2022-6), the 10% additional tax will be applied retroactively to all the prior periodic payments (i.e., penalty tax plus interest thereon), unless such modification is made after both (a) the employee has reached age 59 1/2 and (b) 5 years have elapsed since the first of these periodic payments.

Excise Tax on RMDs

If the amount distributed from an IRA is less than the amount of the Required Minimum Distribution ("“RMD"”) for the year, the Owner is subject to a 25% excise tax on the amount that has not been timely distributed. The excise tax is reduced to 10% if a taxpayer receives a distribution, during the "“correction window," ” of the amount of the missed RMD from the same plan to which the excise tax relates and satisfies certain other conditions.

The 25% excise tax is also applicable to RMD amounts not distributed to ~~Beneficiaries~~beneficiaries.

Excise Tax on Excess Contributions

If an IRA ~~Owner~~owner deposits more than is eligible to be contributed to an IRA, the excess contribution may be subject to a 6% excise tax (Code Section 4973). Whether the excise tax applies depends on how the excess contribution is handled and when it is corrected or removed. The rules for correcting an excess contribution are complicated and the IRA Owner should consult a professional tax adviser.

4. Required Minimum Distributions

The entire interest of the individual must be distributed beginning no later than the Required Beginning Date over:

(a)

the life of the individual or the lives of the individual and a designated Beneficiary (as specified in the Code), or

(b)

over a period not extending beyond the life expectancy of the individual or the joint life expectancy of the individual and a designated Beneficiary (as specified by the Code).

For Contracts that have not been annuitized, the RMD amount for each year is determined generally by dividing the account balance by a factor determined under the IRS "“Uniform Lifetime Table." ” This account balance is generally based upon the Contract Value as of the close of business on the last day of the previous calendar year. RMDs also can be made in the form of Annuity Payments that satisfy the rules set forth in Regulations under the Code relating to RMDs.

In addition, in computing any RMD amount based on a Contract'’s Contract Value, such Contract Value must include the actuarial value of certain additional benefits provided by the Contract. As a result, electing an Optional Benefit under an IRA may require the RMD amount for such IRA to be increased each year, and expose such additional RMD amount to the 25% excise tax for RMDs if such additional RMD amount is not timely distributed.

The RMD rules that apply while the Owner is alive do not apply with respect to Roth IRAs. The RMD rules applicable after the death of the Owner apply to Roth IRAs.

Congress recently changed the RMD rules for individuals who die after 2019. The after-death RMD rules are complex, and you should consult your tax adviser about how they may apply to your situation.

56Effective January 1, 2020, when an IRA owner dies, any remaining interest generally must be distributed within 10 years (or in some cases 5 years) after their death, unless an exception applies. One exception permits an “eligible designated beneficiary” to take distributions over life or a period not exceeding life expectancy (determined using the IRS “Single Life Table”), subject to special rules and limitations. An “eligible designated beneficiary” includes: the IRA owner’s spouse or minor child (until the child reaches age of majority/age 21), certain disabled or chronically ill individuals, and an individual who is not more than 10 years younger than the IRA

Effective January 1, 2020, when an IRA Owner dies, any remaining interest generally must be distributed within 10 years (or in some cases 5 years) after their death, unless an exception applies. One exception permits an "eligible designated Beneficiary" to take distributions over life or a period not exceeding life expectancy (determined using the IRS "Single Life Table"), subject to special rules and limitations. An "eligible designated Beneficiary" includes: the IRA Owner's spouse or minor child (until the child reaches age of majority/age 21), certain disabled or chronically ill individuals, and an individual who is not more than 10 years younger than the IRA Owner. We may limit any payment option over life, or period not exceeding life expectancy, to certain categories of eligible designated Beneficiaries, or withdraw such payment option(s), in Our discretion.73

Ifowner. ~~the~~We ~~Owner~~may oflimit anany ~~IRA~~payment ~~dies~~option ~~and~~over ~~the~~life, ~~Owner's~~or ~~surviving~~period ~~spouse~~not isexceeding ~~the~~life ~~sole designated Beneficiary~~expectancy, ~~this surviving spouse may elect~~ to ~~treat~~certain ~~the~~categories ~~Traditional~~of oreligible ~~Roth~~designated ~~IRA~~beneficiaries, ~~as his~~ or ~~her~~withdraw ~~own.~~such ~~The~~payment ~~spouse must make the election by the later of~~ option(1s) ~~the~~, ~~end of the calendar year~~ in ~~which~~Our ~~the surviving spouse reaches the applicable age, and (2) the end of the calendar year following the calendar year of the IRA Owner's death~~discretion. If the Owner dies before the required beginning date and the surviving Spouse does not elect to treat the IRA as their own, distributions may be delayed until December 31 of the year the deceased Owner would have attained the applicable age.

If the Owner of an IRA dies ~~after~~and ~~Annuity~~the ~~Payments~~Owner’s ~~have~~surviving ~~already~~spouse ~~begun~~is the sole designated beneficiary, ~~any~~this ~~remaining~~surviving spouse may ~~payments~~elect ~~under~~to treat the ~~Contract~~Traditional ~~also~~or Roth IRA as his or her own. The spouse must bemake ~~made~~the inelection ~~accordance~~by ~~with~~the later of (1) the ~~RMD~~end ~~rules.~~of the Incalendar ~~some~~year ~~cases~~in which the surviving spouse reaches the applicable age, ~~those~~and ~~rules may~~(2) ~~require~~the ~~that~~end of the calendar year following the ~~remaining~~calendar ~~payments~~year beof ~~made~~the ~~over~~IRA aowner’s ~~shorter~~death. ~~period~~If ~~than~~the ~~originally~~Owner ~~elected~~dies orbefore ~~otherwise~~the ~~adjusted~~required beginning date and the surviving spouse does not elect to ~~comply~~treat ~~with~~the IRA as their own, distributions may be delayed until December 31 of the ~~tax~~year ~~law~~the deceased Owner would have attained the applicable age.

If the Owner dies after Annuity Payments have already begun, any remaining payments under the contract also must be made in accordance with the RMD rules. In some cases, those rules may require that the remaining payments be made over a shorter period than originally elected or otherwise adjusted to comply with the tax law.

5. Tax Withholding for IRAs

Distributions from an IRA generally are subject to federal income tax withholding requirements. These federal income tax withholding requirements, including any "“elections out"” and the rate at which withholding applies, generally are the same as for periodic and nonperiodic distributions from a non-qualified Contract, as described above.

Regardless of any "“election out"” (or any amount of tax actually withheld) on an amount received from an IRA the payee is generally liable for any failure to pay the full amount of tax due on the includable portion of such amount received. A payee also may be required to pay penalties under the estimated income tax rules, if the withholding and estimated tax payments are insufficient to satisfy the payee'’s total tax liability.

6. Rollover & Transfer Distributions

Rollover rules for distributions from IRAs under Code Sections 408(d)(3) and 408A(d)(3) vary according to the type of transferor IRA and type of transferee IRA or other plan. For instance, generally no tax-free "“trustee-to-trustee transfer"” or "“60-day rollover"” can be made between a "“NonRoth IRA" ” (Traditional, SEP or SIMPLE IRA) and a Roth IRA. A "“conversion" ” of a NonRoth IRA to a Roth IRA, is taxable transaction and not subject to the 10% additional tax. However, if amounts are subsequently distributed from the Roth IRA they may be subject to the 10% additional tax if withdrawn in the first 5 years following the conversion.

For a non-spouse Beneficiary, no tax-free "“trustee-to-trustee transfer"” or "“60-day rollover"” can be made between an "“inherited IRA"” (NonRoth or Roth) and an IRA set up by that same individual as the original Owner. A Beneficiary may complete a "“trustee-to-trustee transfer"” to another inherited IRA account or combine inherited IRA accounts from the same deceased Owner.

Generally, any amount other than an RMD distributed from an IRA is eligible for a "“60-day rollover."” However, a tax-free 60-day rollover is limited to 1 per 12 month period; whereas no limit applies to "“trustee-to-trustee transfers."”

Similar rules apply to a "“trustee-to-trustee transfer" ” or a "“60-day rollover"” of a distribution from a SIMPLE IRA to a Traditional IRA, except that any distribution of employer contributions from a SIMPLE IRA during the initial 2-year period in which the individual participates in the employer'’s SIMPLE plan is generally disqualified (and subject to the 25% additional tax on premature distributions) if it is not rolled into another SIMPLE IRA for that individual. Amounts other than RMDs distributed from a Traditional or SEP IRA (or SIMPLE IRA after the initial 2-year period) also are eligible for a "“trustee-to-trustee transfer"” or a "“60-day rollover"” to an eligible retirement plan (e.g., a TSA) that accepts such a rollover, but any such rollover is limited to the amount of the distribution that otherwise would be includable in gross income (i.e., after-tax ~~contributions~~ contributions are not eligible).

Special rollover rules also apply to (1) transfers or rollovers for the benefit of a spouse (or ex-spouse) or a non-spouse designated Beneficiary, (2) plan distributions of property, (3) distributions from a Roth account in certain plans, (4) recontributions of certain qualified disaster distributions, (5) transfers from a Traditional or Roth IRA to certain health savings accounts under Code Section 408(d)(9), (6) obtaining a waiver of the 60-day limit for a tax-free rollover from the IRS, (7) recontributions within 3 years of qualified birth & adoptions, and (8) recontributions within 3 years of a coronavirus related distribution, and certain distributions made to a terminally ill Owner.

OTHER INFORMATION

GENERAL ACCOUNT

Any amounts that We are obligated to pay under the Contract, including Index Credits, Performance Credits, the Death Benefit and Annuity Payments, are subject to Our financial strength and claims paying ability and Our long-term ability to make such payments. We invest the assets of the General Account according to the laws governing the investments of insurance company general accounts. The General Account is not a bank account and is not insured by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. We receive a benefit from all amounts held in Our General Account. Amounts in Our General Account are

5774

General Account according to the laws governing the investments of insurance company general accounts. The General Account is not a bank account and is not insured by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. We receive a benefit from all amounts held in Our General Account. Amounts in Our General Account are available to Our general creditors. We issue other types of insurance policies and pay Our obligations under these products from Our assets in the General Account.

THE SEPARATE ACCOUNT

We place certain assets related to Indexed Strategies, ~~and~~ the One-Year Fixed Strategy toand ~~which~~Performance ~~you~~Credit ~~allocate~~Account ~~Contract Value~~ in the ~~Company~~ Separate Account. We have exclusive and absolute ownership and control of the assets of the Separate Account. You do not share in the investment performance of assets allocated to the Separate Account. The Separate Account is not registered under the Investment Company Act of 1940, as amended. The Separate Account is not insulated, the assets are considered to be part of the General Account assets and is subject to general creditors.

Where permitted by applicable law, We reserve the right to make certain changes to the structure and operation of the Separate Account. We will not make any such changes without receiving any necessary approval of any applicable state insurance department. We will notify you of any changes in writing. These changes include, but are not limited to:

●

Manage the Separate Account under the direction of a committee at any time;

●

Make any changes required by applicable law or regulation; and

●

Modify the provisions of the Contract to reflect changes to the Indexed Strategies and the Separate Account and to comply with applicable law.

SUSPENSION OF PAYMENTS, PERFORMANCE LOCK REQUESTS, OR REALLOCATIONS

We may suspend or delay the payment of Death Benefits and withdrawals, the calculation of Annuity Payments, Performance Lock requests, and reallocations when We cannot calculate a Strategy Contract Value under any of the following circumstances:

●

the New York Stock Exchange is closed (other than customary weekend and holiday closings);

●

the closing value of an Index is not published;

●

trading on the New York Stock Exchange is restricted;

●

if any value, not limited to the Index Value, is unavailable for the calculation of the Strategy Interim Value;

●

the calculation of the Strategy Interim Value is not reasonably practical due to an emergency; or during any other period when a regulator, by order, so permits.

If We cannot obtain a value for an Index on any day due to any of these circumstances, We will use the value of the Index as of the last Valuation Day the value is available. If the beginning day of a Strategy Term falls on a Valuation Day for which We cannot obtain a value for an Index, We will use the Index Value as of the last Valuation Day as the Index Value for the beginning day of the Strategy Term.

HOW CONTRACTS ARE SOLD

[To be ~~updated~~Updated by Amendment]

We have entered into a distribution agreement with Our affiliate Global Atlantic Distributors, LLC under which it serves as the principal underwriter for the Contracts, which are offered on a continuous basis. Global Atlantic Distributors, LLC is registered with the Securities and Exchange Commission under the 1934 Act as a broker-dealer and is a member of the Financial Industry Regulatory Authority (FINRA).

We are affiliated with Global Atlantic Distributors, LLC because We are under common control. The principal business address of Global Atlantic Distributors, LLC is One Financial Plaza, 755 Main Street, 24th Floor, Hartford, CT 06103. Global Atlantic Distributors, LLC has entered into selling agreements with affiliated and unaffiliated broker-dealers for the sale of the Contracts. We pay compensation to Global Atlantic Distributors, LLC for sales of the Contracts by broker-dealers. Global Atlantic Distributors, LLC in its role as Principal Underwriter, did not retain any underwriting commissions for the fiscal year ended December 31, 2022 with regard to the Contracts. Contracts will be sold by individuals (Financial Intermediaries) who have been appointed by Us as insurance agents and who are financial professionals. Each financial professional is affiliated with one of the selling broker-dealers. We may also make the Contracts available through independent financial professionals.

We list below types of arrangements that help to incentivize sales representatives to sell Our suite of annuities. Not all arrangements necessarily affect each registered index linked annuity. These types of arrangements could create an incentive for the selling firm or its sales representative to recommend or sell this Contract to you. You may wish to take such incentives into account when considering and evaluating any recommendations relating to this Contract.

Broker-dealers may receive commissions from Us for selling you this Contract (described below under Commissions). Certain selected broker-dealers also receive additional compensation (described below under Additional Payments). All or a portion of the payments We make to broker-dealers may be passed on to Financial Intermediaries according to a broker-dealer'’s internal compensation ~~practices.~~

practices.

Affiliated broker-dealers also employ individuals called wholesalers in the sales process, who provide sales support and training to sales representatives. Wholesalers typically receive commissions based on the type of contract or Optional Benefits sold. Commissions are based on a specified amount of Premium Payments or Contract Value.

Your financial professional may have a financial incentive to offer you a new Contract in place of the one you already own. You should only exchange a Contract you already own if you determine, after comparing the features, fees and risks of both Contracts, that it is better for you to purchase the new Contract rather than continue to own your existing Contract. In general, the Contract does not contain any provisions related to exchanges or conversions.

Commissions Paid by The Company

Up front commissions paid to broker-dealers generally range from 0% to up to 7.5% of each Premium Payment you make. Trail commissions (fees paid for customers that maintain their Contracts generally for more than 1 year) range up to 1% of your Contract Value. We pay different commissions based on the Contract variation that you buy. We may pay a lower commission for sales to Owners over age 75. Your registered investment adviser may be paid by you pursuant to the investment advisory agreement you entered into Commission arrangements vary from one broker-dealer to another. We are not involved in determining your financial professional’s compensation. Under certain circumstances, your financial professional may be required to return all or a portion of the commissions paid.

~~Commission~~Check with ~~arrangements~~your ~~vary~~financial professional to verify whether your account is a brokerage or an advisory account. Your interests may differ from ~~one~~Ours and your financial professional (or the broker-dealer with which they are associated). Please ask questions to ~~another~~make sure you understand your rights and any potential conflicts of interest. WeIf you are an advisory client, your financial professional (or the broker-dealer with which they are ~~not~~associated) ~~involved~~can inbe ~~determining~~paid both by you and by Us based on what you buy. Therefore, profits, and your financial professional'’s (or their broker-dealer’s) compensation, may vary by product and over time. ~~Under~~Contact an ~~certain~~appropriate ~~circumstances,~~person at your ~~financial~~broker- ~~professional may~~dealer bewith ~~required~~whom toyou ~~return~~can ~~all~~discuss orthese adifferences ~~portion~~and ofinquire about any revenue sharing arrangements that We and Our affiliates may have with the ~~commissions~~selling ~~paid~~firm.

Check with your financial professional to verify whether your account is a brokerage or an advisory account. Your interests may differ from Ours and your financial professional (or the broker-dealer with which they are associated). Please ask questions to make sure you understand your rights and any potential conflicts of interest. If you are an advisory client, your financial professional (or the broker-dealer with which they are associated) can be paid both by you and by Us based on what you buy. Therefore, profits, and your financial professional's (or their broker-dealer's) compensation, may vary by product and over time. Contact an appropriate person at your broker-dealer with whom you can discuss these differences and inquire about any revenue sharing arrangements that We and Our affiliates may have with the selling firm.

Additional Payments

Subject to FINRA and broker-dealer rules, We or Our affiliates also pay the following types of fees to, among other things, encourage the sale of this Contract. These additional payments could create an incentive for your financial professional, and the broker-dealer with which they are associated, to recommend products that pay them more than others, which may not necessarily be to your benefit.

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