Athene ® Amplify

    This prospectus describes the Athene ® Amplify Single Purchase Payment Index-Linked Deferred Annuity Contract (the Contract) issued by Athene Annuity and Life Company (the Company, we or us) that is designed for retirement or other long-term investment purposes. The Company does not allow additional Purchase Payments after the initial Purchase Payment. Contracts under this prospectus are no longer available for sale.

•Currently, each Index-Linked Segment Option offered has either a Buffer Rate of 10% or 20% , or a Floor Rate of 10%. A Buffer Rate establishes the maximum amount of negative index performance that we will absorb before applying a negative Segment Credit on an Index-Linked Segment Option with a Buffer Rate. A Floor Rate establishes the maximum amount of negative Index Change that may be applied to determine a Segment Credit on the Segment End Date on an Index-Linked Segment Option with a Floor Rate. This means you could lose up to 90% of the amount you invest in an Index-Linked Segment Option with a 10% Buffer Rate due to poor investment performance , up to 80% with a 20% Buffer Rate , and up to 10% with a 10% Floor Rate . For currently offered Index-Linked Segment Options with a Buffer Rate , the Buffer Rate will always be at least 10%. F or currently offered Index-Linked Segment Options with a Floor Rate, the Floor Rate will always be no greater than 10%. For any future Index-Linked Segment Options with a Buffer Rate offered under this Contract, the Buffer Rate will always be at least 5%. With a 5% Buffer Rate, you could lose up to 95% of the amount you invest in an Index-Linked Segment Option with a Buffer Rate due to poor investment performance. For any future Index-Linked Segment Options with a Floor Rate offered under this Contract, the Floor Rate will be no greater than 20%. With a 20% Floor Rate, you could lose up to 20% of the amount you invest in an Index-Linked Segment Option with a Floor Rate due to poor investment performance.

You may elect a Segment Option with a six-year Segment Term Period only during the first Contract Year. The Performance Blend Segment Option is available only with a six-year Term Period. Six-year Segment Options are not available for renewal. Two-year Segment Options are not available for renewal after the first six Contract Years. For additional information about each Index-Linked Segment Option and the Fixed Segment Option see Appendix A: Investment Options Available Under the Contract.

    Buffer Rate: The amount of negative Index Change tha t we will absorb when calculating Segment Credits for an Index-Linked Segment Option with a Buffer Rate . A negative Segment Credit will apply for any negative Index Change or Aggregate Index Change in excess of the Buffer Rate.

    Cap Rate: The maximum positive Index Change that will be used in the calculation of Segment Credits that may be applied to a Segment Option on the Segment End Date. There is one Cap Rate per Segment Term Period, which applies to the entire Segment Term Period.

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

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

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

    Segment Options: Segment Options include Index-Linked Segment Options and the Fixed Segment Option available under your Contract. Each Segment Option will have a Segment Term Period. Each Point-to-Point and Performance Blend Segment Option will also have a Reference Index, a Cap Rate, a Participation Rate, a Floor or Buffer Rate, and will be subject to a Segment Fee. The Performance Blend Segment Option will also have Index Allocation Percentages. The Segment Options available on the first Segment Start Date following your Contract Date will be shown on the Contract Schedule.

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

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

     Athene ® Amplify is a Single Purchase Payment Index-Linked Deferred Annuity Contract that is designed for retirement or other long-term investment purposes. It is intended for long term investment purposes and is designed for investors who are looking for a level of protection for their principal, while providing potentially higher returns than are available from traditional fixed annuities. This Contract is not intended for someone who is seeking complete protection from downside risk or for investors who plan to take Withdrawals in excess of the annual Free Withdrawal amount or surrender the Contract during the first six Contract Years. The Contract can be purchased as either a Qualified Contract or a Non-Qualified Contract.

Each Index-Linked Segment Option will have a Buffer Rate or Floor Rate.

Buffer Rate

A Buffer Rate establishes the amount of loss attributable to negative Index Change that we will absorb before we apply a negative Segment Credit to the Segment Value for an Index-Linked Segment Option with a Buffer Rate on the Segment End Date. A negative Segment Credit will apply for any negative Index Change in excess of the Buffer Rate. Theoretically, for an Index-Linked Segment Option subject to a 10% Buffer Rate, the negative Index Change that is used to calculate the Segment Credit percentage may be as high as 90%, which could lead to substantial loss of principal and previously credited Segment Credits.

Floor Rate

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

Currently, each Index-Linked Segment Option with a Floor offered has a Floor Rate of 10%. If the Index Change is -25%, a 10% Floor Rate will limit the negative interest credited to -10%, which is the amount that does not exceed the Floor Rate. This means you could lose up to 10% of the amount you invest in an Index-Linked Segment Option with a 10% Floor Rate due to poor investment performance. For currently offered Index-Linked Segment Options with Floor Rates, the Floor Rate will be no greater than 10%. For any future Index-Linked Segment Options with a Floor Rate offered under this Contract, the Floor Rate will always be no greater than 20%. With a 20% Floor Rate, you could lose up to 20% of the amount you invest in an Index-Linked Segment Option with a Floor Rate due to poor investment performance.

The Contract provides one Fixed Segment Option. It is currently available with a 1-year Segment Term Period and credits interest daily at a declared Annual Interest Rate. A new Annual Interest Rate is declared for each Segment Term Period. The Annual Interest Rate will never be less than 1.00% .

FEES, EXPENSES

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Are There Charges or Adjustments for Early Withdrawals?

Yes. If you surrender your Contract or make a partial Withdrawal from the Contract greater than the Free Withdrawal amount during the first six Contract Years, you will be assessed a Withdrawal Charge of up to 8% of the Contract Value withdrawn less the Free Withdrawal amount. For example, if you make a withdrawal of $100,000 in the first Contract Year, you could pay a withdrawal charge of up to $8,000. This loss will be greater if there is a negative adjustment to the Interim Value, taxes, or tax penalties. If you make a Withdrawal from your Contract, including a partial Withdrawal, Surrender, payment of a Death Benefit, annuitization, or exercise a Performance Lock, your Contract Value may be subject to an Equity Adjustment. Amounts withdrawn from any Segment Option during the first six Contract Years will be subject to an Interest Adjustment. In extreme situations you could lose up to 100% of your Segment Value due to a negative Interest Adjustment on money allocated to an Index-Linked Segment Option.. For example, if you allocate $100,000 to a 2-year Index-Linked Segment Option and during the first six Contract Years withdraw the entire amount before the 2-year Segment Term Period has elapsed, you could lose up to $100,000 due to a negative Interest Adjustment. This loss will be greater (but never more than 100% of your investment) if you also pay a Withdrawal Charge, taxes or tax penalties. In extreme circumstances you could also lose up to 100% of your Segment Value due to a negative Equity Adjustment on money allocated to an Index-Linked Segment Option. For example, if you allocate $100,000 to a 2-year Index-Linked Segment Option and during the first six Contract Years withdraw the entire amount before the 2-year Segment Term Period has elapsed, you could lose up to $100,000 due to a negative Equity Adjustment. This loss will be greater (but never more than 100% of your investment) if you also pay a Withdrawal Charge,taxes or tax penalties.

Fee Table Charges and Adjustments – Withdrawal Charges Charges and Adjustments – Interest Adjustment Charges and Adjustments –Equity Adjustment; Appendix B - Segment Interim Value Examples Appendix C - Performance Lock Examples

Are There Transaction Charges?

No. The Contract does not impose any front-end load or charge on transfers between investment options.

N/A

Are There Ongoing Fees and Expenses?

Yes. The Contract imposes a Segment Fee on amounts allocated to Index-Linked Segment Options. In addition, there is an implicit ongoing fee on the Index-Linked Segment Options to the extent that your participation in index gains is limited by the Cap Rate. This means that your returns may be lower than index gains. In return for accepting this limit on index gains, you will receive some protection from index losses. This implicit fee is not reflected in the table below. The table below describes the fees and expenses that you may pay each year depending on the Segment Options you choose. Please refer to your Contract Schedule for further information about the specific fees you will pay each year based on the options you have elected.

Fee Table Charges and Adjustments – Segment Fees

Annual Fee

Minimum

Maximum

Base Contract1

0.9710%

0.9710%

1The Base Contract consists of the Segment Fee. The Segment Fee is calculated as a percentage of the Segment Fee Base for each Segment Option.

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

Lowest Annual Cost: $888.46

Highest Annual Cost: $888.46

Assumes: - Investment of $100,000 - 5% annual appreciation - No Withdrawal charge No additional Purchase Payments, transfers, or withdrawals

Assumes: - Investment of $100,000 - 5% annual appreciation - No Withdrawal charge - No additional Purchase Payments, transfers, or withdrawals

RISKS

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Is There a Risk of Loss from Poor Performance?

Yes. You could lose money by investing in the Contract. Currently, each Index-Linked Segment Option offered has either a Buffer Rate of 10% or 20% or a Floor Rate of 10%. This means you could lose up to 90% of the amount you invest in an Index-Linked Segment Option with a 10% Buffer Rate due to poor investment performance, up to 80% with a 20% Buffer Rate, and up to 10% with a 10% Floor Rate. For currently offered Index-Linked Segment Options with a Buffer Rate, The Buffer Rate will always be at least 10%. For currently offered Index-Linked Segment Options with a Floor Rate, the Floor Rate will be no greater than 10%. For any future Index-Linked Segment Options with a Buffer Rate offered under this Contract, the Buffer Rate will always be at least 5%. With a 5% Buffer Rate, you could lose up to 95% of the amount you invest in an Index-Linked Segment Option with a Buffer Rate due to poor investment performance. For any future Index-Linked Segment Options with a Floor Rate offered under this Contract, the Floor Rate will be no greater than 20%. With a 20% Floor Rate, you could lose up to 20% of the amount you invest in an Index-Linked Segment Option with a Floor Rate due to poor investment performance.

Principal Risks of Investing in the Contract - Risk of Loss

Is this a Short-Term Investment?

No. The Contract is not a short-term investment and is not appropriate for an investor who needs ready access to cash because the Contract is designed to provide for the accumulation of retirement savings and income on a long-term basis. As such, you should not use the Contract as a short-term investment. Withdrawals may be subject to a Withdrawal Charge, federal and state income taxes and tax penalties. Withdrawals from an Index-Linked Segment Option before the Segment End Date may also be subject to a negative Equity Adjustment and Withdrawals taken from any Segment Option during the first six Contract Years may be subject to a negative Interest Adjustment. Segment Value in an Index-Linked Segment Option will be re-allocated following the Segment End Date according to your instructions. Any amounts withdrawn will also reduce your future growth potential from positive index performance because any subsequent positive Segment Credits will be lower due to the reduction in the Contract Value. If you want to transfer the Segment Value to one or more Segment Options, you must notify us at least two Business Days prior to the next Segment Start Date. If you do not request a transfer of Segment Value on the Segment End Date, your Segment Value will remain in the same Segment Option(s), subject to new Cap Rates, Participation Rates and Annual Interest Rates.

Principal Risks of Investing in the Contract - Liquidity Risk

What Are the Risks Associated with the Investment Options?

An investment in the Contract is subject to the risk of poor investment performance and can vary depending on the performance of the Reference Index for the Index-Linked Segment Options under the Contract. Each Segment Option, including the Fixed Segment Option, will have its own unique risks. You should review the Segment Options before making an investment decision. For investments in a Point-to-Point and Performance Blend Segment Option, the Cap Rate will limit positive index performance (e.g., limited upside). For example, if an Index-Linked Segment Option has a Cap Rate of 8% and the Index Change is 12%, the Segment Credit on the Segment End Date would be 8% As a result, you may earn less than the index gain. For investments in an Index-Linked Segment Option with a Buffer Rate, the Buffer Rate will limit negative returns (e.g., limited protection in the case of market decline). For example, if the Index-Linked Segment Option has a Buffer Rate of 10% and the Index Change is −25%, we will absorb the first 10% of negative index performance, and the Segment Credit will be -15% (the remaining amount of the negative index performance) on the Segment End Date. For investments in an Index-Linked Segment Option with a Floor Rate , the Floor Rate will limit negative returns (e.g., limited protection in the case of market decline). For example: •If the Index-Linked Segment Option has a Floor Rate of 10% and the Index Change is −25%, the Segment Credit will be -10%, and we will absorb the remaining amount of the negative index performance (-15%) on the Segment End Date. Each Reference Index is a price return index, not a total return index, and therefore does not reflect dividends paid on the securities composing the Reference Index. This will reduce the Index Change and will cause the Reference Index to underperform a direct investment in the securities composing the Reference Index.

Principal Risks of Investing in the Contract

What Are the Risks Related to the Insurance Company?

An investment in the Contract is subject to risks related to the Company. Any payment obligations under the Contract, including the Index-Linked Segment Options and the Fixed Option, guarantees and benefits, are subject to the Company’s claims-payment ability. You may obtain more information about the Company’s financial strength by contacting us at (888) 266-8489.

Principal Risks of Investing in the Contract - Our Financial Strength and Claims Paying Ability

RESTRICTIONS

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Are There Restrictions on the Investment Options?

Yes. You cannot transfer out of an Index-Linked Segment Option to another Segment Option prior to the Segment End Date. If you do not want to remain in an Index-Linked Segment Option until the Segment End Date, your only options are to make a Withdrawal out of an Index-Linked Segment Option or surrender the Contract. The amount you would receive would be based on the Interim Value. For Withdrawals and surrenders, Withdrawal Charges may also apply. We will notify you of the Cap Rate and Participation Rate for the new Segment Term Period for each Index-Linked Segment Option at least 15 days prior to the Segment End Date of the prior Segment Term Period. You may elect a Segment Option with a six-year Segment Term Period only during the first Contract Year. The Performance Blend is available only with a six-year Segment Term Period. Six-year Segment Option are not available for renewal Two-year Segment Options are not available for renewal after the first six Contract Years. Segment Options available beyond the Withdrawal Charge Period will be limited to one-year Segment Term Periods. If you do no request a transfer or withdraw the Segment Value, Segment Options with six-year and two-year Segment Term Periods ending on or after the last day of the Withdrawal Charge Period will follow the default re-allocation rules noted in Appendix A. If the publication of a Reference Index is discontinued or the calculation of the Index is substantially changed, we have the right to substitute an alternative index prior to the Segment End Date. If we substitute an index for an existing Index-Linked Segment Option during a Segment Term Period, we will not change the Buffer Rate, Floor Rate, Cap Rate or the Participation Rate. We will attempt to choose a new index that has a similar objective and risk profile to the existing Reference Index.

The Insurance Company and Investment Options - The Segment Options Principal Risks of Investing in the Contract -Discontinuation or Substitution of an Index

Are There Any Restrictions on Contract Benefits?

Yes. •There are restrictions and limitations relating to benefits offered under the Contract (Death Benefit, Free Withdrawals, Required Minimum Distributions, Confinement Waiver, Terminal Illness Waiver). •Except as otherwise provided in the prospectus, the Confinement Waiver, Terminal Illness Waiver, and Guaranteed Minimum Death Benefit may not be terminated by the Company. Please see the “Confinement Waiver”, “Terminal Illness Waiver”, and “Death Benefit” sections for information about actions that can cause these benefits to terminate. •Withdrawals will reduce the Death Benefit, perhaps by more than the amount withdrawn.

Benefits Available Under the Contract Appendix C -State Variation Chart

TAXES

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What are the Contract’s Tax Implications?

You should consult with a tax professional to determine the tax implications of an investment in, and payments received under, the Contract. Withdrawals will be subject to ordinary income tax and may be subject to tax penalties. Generally, you are not taxed until you make a Withdrawal from the Contract. There is no additional tax benefit to the investor if the Contract is purchased as a Qualified Contract.

Taxes

CONFLICTS OF INTEREST

Location in Prospectus

How are Financial Professionals Compensated?

Some financial professionals may receive compensation for selling the Contract to you, both in the form of commissions and in the form of production incentives as explained in the “Distribution” section. Financial professionals may also receive additional compensation for enhanced marketing opportunities and other services (commonly referred to as “marketing allowances”). This conflict of interest may influence the financial professional to recommend this Contract over another investment.

Other Information - Distribution

Should I Exchange My Contract?

Some financial professionals may have a financial incentive to offer a new contract in place of the one you already own. You should only exchange your Contract if you determine, after comparing the features, fees, and risks of both contracts, that it is preferable to purchase the new contract rather than continue to own your existing Contract.

Other Information - Distribution

    Index-Linked Segment Option Segment Credits will be applied only on a Segment End Date. Transfers to and from a Segment Option will occur only on a Segment End Date.

The Buffer Rates and Floor Rates offered on available Index-Linked Segment Options at issue are stated in your Contract Schedule. Currently, each Index-Linked Segment Option offered has either a Buffer Rate of 10% or 20% , or a Floor Rate of 10%. This means you could lose up to 90% of the amount you invest in an Index-Linked Segment Option with a 10% Buffer Rate due to poor investment performance , up to 80% with a 20% Buffer Rate , and up to 10% with a 10% Floor Rate . For currently offered Index-Linked Segment Options with a Buffer Rate , the Buffer Rate will always be at least 10%. For currently offered Index-Linked Segment Options with a Floor Rate, the Floor Rate will always be no greater than 10%. For any future Index-Linked Segment Options with a Buffer Rate offered under this Contract, the Buffer Rate will always be at least 5%. With a 5% Buffer Rate, you could lose up to 95% of the amount you invest in an Index-Linked Segment Option with a Buffer Rate due to poor investment performance. For any future Index-Linked Segment Options with a Floor Rate offered under this Contract, the Floor Rate will be no greater than 20%. With a 20% Floor Rate, you could lose up to 20% of the amount you invest in an Index-Linked Segment Option with a Floor Rate due to poor investment performance. For a list of all Buffer Rates and Floor Rates available, see

You may elect a Segment Option with a six-year Segment Term Period only during the first Contract Year. The Performance Blend Segment Option Segment Option is available only with a six-year Term Period. Six-year Segment Options are not available for renewal. Two-year Segment Options are not available for renewal after the first six Contract Years.    

Point-to-Point Segment Option with a Buffer Rate

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

    The Buffer Rate establishes the amount of negative index performance that we will absorb before we apply a negative Segment Credit to the Segment Value on a Segment End Date. For an Index-Linked Segment Option using the Point-to-Point Crediting Method and a Buffer Rate , a negative Segment Credit will apply for any negative Index Change in excess of the Buffer Rate. Theoretically, for a Segment Option with a 10% Buffer Rate, the negative Index Change that is used to calculate the Segment Credit percentage may be as high as 90%, which could lead to substantial loss of principal and previously credited Segment Credits. The ongoing deduction of Segment Fees and any applicable Withdrawal Charges, Interest Adjustments, and Equity Adjustments could also result in a loss of principal greater than 90%. Please see the below examples for a demonstration of the mechanics of an Index-Linked Segment Option using the Point-to-Point Crediting Method and a Buffer Rate.

Point-to-Point Segment Option with a Floor Rate

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

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

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

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

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

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

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

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

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

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

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

Example 4

    For the four scenarios below, assume the following:

◦ Cap Rate = 15%

◦ Participation Rate = 100%

◦ Segment Term Period = 1-Year

◦ Floor Rate = 10%

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

Example 5

    For the four scenarios below, assume the following:

◦ Cap Rate = 15%

◦ Participation Rate = 110%

◦ Segment Term Period = 2-Year

◦ Floor Rate = 10%

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

Example 6

    The Cap Rate establishes the maximum positive Index Change or Aggregate Index Change used to calculate Segment Credits for Index-Linked Segment Options before the Participation Rate is applied. The initial Cap Rate is guaranteed for the first Segment Term Period only. New Cap Rates will become effective on each Segment Start Date. The Cap Rate for each Index-Linked Segment Option is guaranteed never to be less than the minimum Cap Rate of 2% for 1-year Segment Term Periods, 4% for 2-year Segment Term Periods, and 12% for 6-year Segment Term Periods. Six-year Segment Options are not renewable. You will not know the Cap Rate for any Index-Linked Segment Option on the date the Contract is issued.

    The Company determines daily indicative Cap Rates at the end of each Business Day for Segment Options. Thes e indicative rates provide an estimate of how the Cap Rates may be set on the initial Segment Start Date, but they should not be construed as any guarantee of or limitation on how the Company may set the Cap Rates used for your Contract. We reserve the right not to publish daily indicative rates for any reason we choose.

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

    The Participation Rate is a percentage that is multiplied by any positive Index Change or Aggregate Index Change, after the application of the Cap Rate, to calculate the Segment Credit for Index-Linked Segment Options. If the Participation Rate is higher than 100%, this may result in a Segment Credit that exceeds the Cap Rate. The Participation Rate is never applied to a negative Index Change. The initial Participation Rate is guaranteed for the first Segment Term Period only. A new Participation Rate will become effective on each Segment Start Date. The Participation Rate for each Index-Linked Segment Option is guaranteed to never be less than the minimum Participation Rate of 100%. You will not know the Participation Rate for any Index-Linked Segment Option on the date the Contract is issued.

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

Date. You may also request a Withdrawal of the Segment Value, subject to any applicable Interest Adjustment, Equity Adjustment and Withdrawal Charge (please see Access to Your Money in the “Contract Features” section for information on requesting a Withdrawal). If you do not provide us a Transfer request or withdraw the Segment Value, you will stay in your current Segment Option, subject to the new Participation Rate, for the next Segment Term Period.

    The Annual Interest Rate is used in the calculation of Segment Credits for the Fixed Segment Option. It is the rate of interest that is credited to the Segment Value over the Segment Term Period. The initial Annual Interest Rate is guaranteed for the first Segment Term Period only. A new Annual Interest Rate will become effective on each Segment Start Date. The Annual Interest Rate for the Fixed Segment Option is guaranteed to never be less than the minimum Annual Interest Rate shown on your Contract Schedule. The minimum Annual Interest Rate will not be less than 1.00% .

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

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

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

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

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

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

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

1.For all Index -Linked Segment Options, we will determine the Index Change for the Segment Term Period by: (i) adding together the percentage change in the Index Price of the original Reference Index from the Segment Start Date until the date of the substitution and the percentage change in the Index Price of the substituted Reference Index from the date of the substitution until the Segment End Date; and (ii) applying the then-current Cap Rate, Participation Rate, Buffer Rate, and Floor Rate that were established on the Segment Start Date to that sum. The substituted Index will be incorporated in the Performance Blend Segment Option, if applicable.

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

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

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

    Withdrawal Charges may vary by state, please see Appendix C (“State Variation Chart”). Also, please see the “Surrenders and Withdrawals” section or Appendix B - Segment Interim Value Examples for examples of how Withdrawal Charges may be calculated.

    The Equity Adjustment is a positive or negative adjustment designed to approximate the change in market value of the derivative instruments that hedge risks associated with our obligation to apply Segment Credits to Index-Linked Segment Options. It does not relate to any particular derivative instrument(s) supporting the Contract. The adjustment accounts for the applicable Cap Rate, Participation Rate, Buffer Rate or Floor Rate, and the Index

Allocation Percentage for the Performance Blend Segment Option by using the Black-Scholes pricing model to track the value of a hypothetical set of derivatives on days other than a Segment End Date. The inputs used in the Black-Scholes method are consistent with market prices, and include relevant adjustments that reflect the estimated cost of entering the hypothetical derivative positions on the Segment Start Date and exiting the hypothetical derivative positions before the Segment End Date. The Equity Adjustment Factor represents the difference between the value of the hypothetical derivatives on a given date before the Segment End Date and the value of the hypothetical derivatives on the Segment Start Date, adjusted for the number of whole years elapsed in the Segment Term Period. The Equity Adjustment may be negative even when the value of the Reference Index has increased or has declined less than the Buffer Rate for an Index-Linked Segment Option with a Buffer Rate. Similarly, the Equity Adjustment may reduce the Segment Interim Value of an Index-Linked Segment Option with a Floor Rate by more than the applicable Floor Rate.

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

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

    For Index-Linked Segment Options using the Point-to-Point Crediting Method with a Buffer Rate or the Performance Blend Crediting Method, the value of the derivative instruments is equal to (ATM Call - OTM Call) x Participation Rate - OTM Put.

For Index-Linked Segment Options using the Point-to-Point Crediting Method with a Floor Rate, the value of the derivative instruments is equal to (ATM Call - OTM Call) x Participation Rate - ATM Put + OTM Put.

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

    For any Index-Linked Segment Option, the Equity Adjustment Factor is equal to A - B x (1 - Y), where:

For an example of how we calculate the Equity Adjustment Factor for the Point-to-Point Segment Options and Performance Blend Segment Options, please see Appendix B (“Segment Interim Value Examples”).

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

Rate by more than the applicable Floor Rate. If the applicable Interest Adjustment and Equity Adjustment together are negative at the time of a Withdrawal, the reduction in the Contract Value as a result of the Withdrawal will be greater than the net proceeds you receive. During the first six Contract Years, the Withdrawal Charge will further reduce proceeds payable on a partial Withdrawal greater than the Free Withdrawal amount or on a surrender of the Contract.

    The calculation of the Interest Adjustment will be identical for each Segment Option. The calculation of the Equity Adjustment will differ between Segment Options depending on whether the Index-Linked Segment Option has a Buffer Rate or a Floor Rate, the length of the Segment Term Period, and the time remaining in the Segment Term Period. These differences depend on current market conditions and cannot be known in advance. If you have allocated funds to multiple Segment Options, you should discuss with your Financial Professional before taking a Withdrawal to evaluate whether to take a Withdrawal from a particular Segment Option. Withdrawals or surrenders may also be subject to income tax and to an additional 10% federal penalty tax if made before the Owner is age 59½ (see the “Taxes” section for additional information). You should consult your tax advisor before taking a Withdrawal.

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

Floor Rate, as applicable . The deduction of the Segment Fee will also reduce your Segment Value.

    If there is a steep decline in the Reference Index, the risk of loss due to negative Segment Credits is substantially higher on an Index-Linked Segment Option with a Buffer Rate than it is on an Index-Linked Segment Option with a Floor Rate where the Buffer Rate and Floor Rate are identical. For example, if two otherwise identical Index-Linked Segment Options have a Buffer Rate of 10% and a Floor Rate of 10%, respectively, and the Reference Index declines by 30% during the Segment Term Period, the Segment Credit for the Segment Option with a Buffer Rate will use a Segment Credit percentage of -20% (the excess of the 30% decline over the 10% Buffer Rate), while the Segment Credit percentage used for the Segment Option with a Floor Rate will be limited to -10% (the actual decline, up to the 10% Floor Rate).

Currently, each Index-Linked Segment Option offered has either a Buffer Rate of 10% or 20% , or a Floor Rate of 10%. This means you could lose up to 90% of the amount you invest in an Index-Linked Segment Option with a 10% Buffer Rate due to poor investment performance, up to 80% with a 20% Buffer Rate , and up to 10% with a 10% Floor Rate . For currently offered Index-Linked Segment Options with a Buffer Rate , the Buffer Rate will always be at least 10%. For currently offered Index-Linked Segment Options with a Floor Rate, the Floor Rate will always be no greater than 10%. For any future Index-Linked Segment Options with a Buffer Rate offered under this Contract, the Buffer Rate will always be at least 5%. With a 5% Buffer Rate, you could lose up to 95% of the amount you invest in an Index-Linked Segment Option with a Buffer Rate due to poor investment performance. For any future Index-Linked Segment Options with a Floor Rate offered under this Contract, the Floor Rate will be no greater than 20%. With a 20% Floor Rate, you could lose up to 20% of the amount you invest in an Index-Linked Segment Option with a Floor Rate due to poor investment performance. The ongoing deduction of Segment Fees which reduce Segment Value and any applicable Withdrawal Charges, Interest Adjustments, and Equity Adjustments could also result in an even greater loss of principal. Such losses of principal and previously credited Segment Credits may be significant. It is possible to lose your entire investment. Please see ”The Insurance Company and Investment Options” section for further details.

    The risk of loss becomes greater if you take a Withdrawal or surrender the Contract. The Interest Adjustment, which applies during the first six Contract Years, will be negative if interest rates have risen since your Contract Date. The Equity Adjustment, which applies to Withdrawals and surrenders from Index-Linked Segment Options before the Segment End Date, may be negative even when the value of the Reference Index has increased or has declined less than the Buffer Rate for an Index-Linked Segment Option with a Buffer Rate. Similarly, the Equity Adjustment may reduce the Segment Interim Value of an Index-Linked Segment Option by more than the applicable Floor Rate for an Index-Linked Segment Option with a Floor Rate. If the applicable Interest Adjustment and Equity Adjustment together are negative at the time of a Withdrawal, the reduction in the Contract Value as a result of the Withdrawal will be greater than the net proceeds you receive. If you request a specific amount as the net proceeds of a Withdrawal, we will determine the proportionate reduction in the Contract Value needed to achieve this result. This will also reduce your future growth potential because any subsequent positive Segment Credits will be lower due to the reduction in the Contract Value. During the first six Contract Years, the Withdrawal Charge will further

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

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

    We declare an Annual Interest Rate for each new Segment Term Period for the Fixed Segment Option, subject to a minimum Annual Interest Rate of 1.00% . The Annual Interest Rate for a new Segment Term Period may be higher, lower, or equal to the Annual Interest Rate for the current Segment Term Period. If it is lower, it will reduce the amount of Segment Credit you will receive. You risk the possibility that the Annual Interest Rate declared for a new Segment Term Period will be lower than you would find acceptable.

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