As Filed with the Securities and Exchange Commission on May 2, 2016

REGISTRATION NO. 333-74844

811-05846

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 41

and

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 136

DELAWARE LIFE VARIABLE ACCOUNT F

(Exact Name of Registrant)

DELAWARE LIFE INSURANCE COMPANY

(Name of Depositor)

1601 Trapelo Road, Suite 30

Waltham, Massachusetts 02451

(Address of Depositor’s Principal Executive Offices)

Depositor’s Telephone Number: (844) 448-3519

Michael S. Bloom, Senior Vice President and General Counsel

Delaware Life Insurance Company

1601 Trapelo Road, Suite 30

Waltham, Massachusetts 02451

(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box)

x immediately upon filing pursuant to paragraph (b) of Rule 485

¨ on (date) pursuant to paragraph (b) of Rule 485

¨ 60 days after filing pursuant to paragraph (a)(1) of Rule 485

¨ on (date) pursuant to paragraph (a)(1) of Rule 485.

If appropriate, check the following box:

¨ this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Title of Securities Being Registered: Flexible Premium Deferred Variable Annuity Contracts.

No filing fee is due because an indefinite amount of securities is deemed to have been registered in reliance on Section 24(f) of the Investment Company Act of 1940.

PART A

MAY 2, 2016

MASTERS FLEX PROSPECTUS

Delaware Life Insurance Company and Delaware Life Variable Account F offer the flexible payment deferred annuity contracts and certificates described in this Prospectus to groups and individuals. The contracts and certificates described in this Prospectus are no longer available for sale. You may choose among a number of variable investment options and, when available, fixed interest options. Currently no fixed interest options are available other than those included in our dollar-cost averaging program. (See “Other Programs.”) The variable options are Sub-Accounts in the Variable Account, each of which invests in shares of one of the following funds (the “Funds”):

Large-Cap Equity Funds

Catalyst Dividend Capture VA Fund

Columbia Variable Portfolio - Large Cap Growth Fund, Class 2

Fidelity^® Contrafund^® Portfolio, Service Class 2 (of Variable Insurance Products Fund II)

Franklin Mutual Shares VIP Fund, Class 2

Invesco V.I. Comstock Fund, Series II

JPMorgan Insurance Trust U.S. Equity Portfolio, Class 2

Lord Abbett Series Fund, Inc. - Fundamental Equity Portfolio, Class VC

MFS^® Core Equity Portfolio, Service Class

MFS^® Growth Series, Service Class

MFS^® Research Series, Service Class

MFS^® Value Series, Service Class

Oppenheimer Capital Appreciation Fund/VA, Service Shares

Putnam VT Equity Income Fund, Class IB

Universal Institutional Funds, Inc. - Growth Portfolio, Class II

Variable Portfolio - Loomis Sayles Growth Fund, Class 2

Mid-Cap Equity Funds

Fidelity^® Mid Cap Portfolio, Service Class 2 (of Variable Insurance Products Fund III)

Invesco V.I. American Value Fund, Series II

Lord Abbett Series Fund, Inc. - Growth Opportunities Portfolio, Class VC

MFS^® Mid Cap Growth Series, Service Class

MFS^® Mid Cap Value Portfolio, Service Class

Universal Institutional Funds, Inc. - Mid Cap Growth Portfolio, Class II

Small/Mid-Cap Equity Fund

AB Small/Mid Cap Value Portfolio, Class B

Small-Cap Equity Funds

Catalyst Insider Buying VA Fund

Franklin Small Cap Value VIP Fund, Class 2

MFS^® Blended Research Small Cap Equity Portfolio, Service Class

MFS^® New Discovery Series, Service Class

MFS^® New Discovery Value Portfolio, Service Class

International/Global Equity Funds

AB International Growth Portfolio, Class B

Columbia Variable Portfolio - Select International Equity Fund, Class 2

First Eagle Overseas Variable Fund

Invesco V.I. International Growth Fund, Series II

MFS^® International Growth Portfolio, Service Class

MFS^® International Value Portfolio, Service Class

MFS^® Research International Portfolio, Service Class

Oppenheimer Global Fund/VA, Service Shares

PIMCO Global Dividend Portfolio, Advisor Class

Templeton Growth VIP Fund, Class 2

Emerging Markets Equity Funds

Lazard Retirement Emerging Markets Equity Portfolio, Service Class

MFS^® Emerging Markets Equity Portfolio, Service Class

Specialty Sector Equity Fund

MFS^® Utilities Series, Service Class

Specialty Sector Commodity Fund

PIMCO CommodityRealReturn^® Strategy Portfolio, Administrative Class

Real Estate Equity Fund

MFS^® Global Real Estate Portfolio, Service Class

Asset Allocation Funds

AB Balanced Wealth Strategy Portfolio, Class B

AB Dynamic Asset Allocation Portfolio, Class B

BlackRock Global Allocation V.I. Fund, Class III

Fidelity^® Balanced Portfolio, Service Class 2 (of Variable Insurance Products Fund III)

Franklin Income VIP Fund, Class 2

Invesco V.I. Equity and Income Fund, Series II

MFS^® Conservative Allocation Portfolio, Service Class

MFS^® Global Tactical Allocation Portfolio, Service Class

MFS^® Growth Allocation Portfolio, Service Class

MFS^® Moderate Allocation Portfolio, Service Class

MFS^® Total Return Series, Service Class

PIMCO All Asset Portfolio, Administrative Class

PIMCO Global Multi-Asset Managed Allocation Portfolio, Advisor Class

Putnam VT Absolute Return 500 Fund, Class IB

Target Date Funds

Fidelity^® Freedom 2015 Portfolio, Service Class 2 (of Variable Insurance Products Fund IV)

Fidelity^® Freedom 2020 Portfolio, Service Class 2 (of Variable Insurance Products Fund IV)

Money Market Fund

MFS^® U.S. Government Money Market Portfolio, Service Class

Global Bond Fund

Templeton Global Bond VIP Fund, Class 4

Short-Term Bond Fund

MFS^® Limited Maturity Portfolio, Service Class

Intermediate-Term Bond Funds

JPMorgan Insurance Trust Core Bond Portfolio, Class 2

MFS^® Corporate Bond Portfolio, Service Class

MFS^® Government Securities Portfolio, Service Class

MFS^® Total Return Bond Series, Service Class

Inflation Adjusted Bond Fund

MFS^® Inflation-Adjusted Bond Portfolio, Service Class

Multi-Sector Bond Fund

Franklin Strategic Income VIP Fund, Class 2

High Yield Bond Fund

MFS^® High Yield Portfolio, Service Class

Emerging Markets Bond Fund

PIMCO Emerging Markets Bond Portfolio, Administrative Class

Not all Funds may be available as an investment option under your Contract. Please see “Variable Account Options: The Funds.”

We have filed a Statement of Additional Information dated May 2, 2016 (the “SAI”) with the Securities and Exchange Commission (the “SEC”), which is incorporated by reference in this Prospectus. The table of contents for the SAI is on page 72 of this Prospectus. You may obtain a copy without charge by writing to us at the address shown below or by telephoning (877) 253-2323. In addition, you can inspect and copy all of our filings at the SEC’s public reference facilities at: 100 F Street, N.E., Washington, D.C. 20549-0102, telephone (202) 551-8090. The SEC will provide copies by mail for a fee. The SEC also has a website (www.sec.gov) that contains the SAI, material incorporated by reference, and other information regarding companies that file with the SEC.

The Contracts are not deposits or obligations of, or guaranteed or endorsed by, any bank, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other agency. The SEC has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense. Please read this Prospectus and the Fund prospectuses carefully before investing and keep them for future reference. They contain important information about the Contracts and the Funds.

Any reference in this Prospectus to receipt by us means receipt at the following address: DELAWARE LIFE INSURANCE COMPANY, P.O. Box 758581, Topeka, KS 66675-8581.

Overnight Mailing Service Address: Delaware Life Insurance Company Mail Zone 581 5801 S.W. 6^th Avenue Topeka, KS 66636

TABLE OF CONTENTS

SPECIAL TERMS	1
PRODUCT HIGHLIGHTS	1
FEES AND EXPENSES	5
EXAMPLE	8
CONDENSED FINANCIAL INFORMATION	8
THE ANNUITY CONTRACT	9
COMMUNICATING TO US ABOUT YOUR CONTRACT	9
Electronic Account Information	10
DELAWARE LIFE INSURANCE COMPANY	10
THE VARIABLE ACCOUNT	11
VARIABLE ACCOUNT OPTIONS: THE FUNDS	11
Selection of Funds	14
THE FIXED ACCOUNT	14
THE FIXED ACCOUNT OPTIONS: THE GUARANTEE PERIODS	15
Guarantee Periods	15
Guaranteed Interest Rates	15
Early Withdrawals	16
THE ACCUMULATION PHASE	16
Issuing Your Contract	16
Amount and Frequency of Purchase Payments	16
Allocation of Net Purchase Payments	16
Your Account	17
Your Account Value	17
Variable Account Value	17
Fixed Account Value	18
Transfer Privilege	19
Waivers; Reduced Charges; Credits; Special Guaranteed Interest Rates	22
Other Programs	22
WITHDRAWALS, WITHDRAWAL CHARGES, AND MARKET VALUE ADJUSTMENT	25
Cash Withdrawals	25
Withdrawal Charge	27
Types of Withdrawals not Subject to Withdrawal Charge	28
Market Value Adjustment	29
CONTRACT CHARGES	30
Account Fee	30
Administrative Expense Charge and Distribution Fee	31
Mortality and Expense Risk Charge	31
Charges for Optional Benefits	31
Premium Taxes	32
Fund Expenses and Restrictions	32
Modification in the Case of Group Contracts	32
OPTIONAL LIVING BENEFIT: INCOME RISER	33
Determining Your Withdrawal Benefit Base	35
Determining Your Annual Withdrawal Amount	35
How SIR Works	35
Withdrawals Under SIR	37
Cost of SIR	41
Step-Up Under SIR	41
Joint-Life Coverage	43
Cancellation of SIR	44
Death of Participant Under SIR with Single-Life Coverage	44
Death of Participant Under SIR with Joint-Life Coverage	45
Annuitization Under SIR	45
Tax Issues Under SIR	46

DESIGNATED FUNDS	47
BUILD YOUR OWN PORTFOLIO	48
DEATH BENEFIT	49
Amount of Death Benefit	49
The Basic Death Benefit	49
Optional Death Benefit	50
Spousal Continuance	50
Calculating the Death Benefit	51
Method of Paying Death Benefit	51
Non-Qualified Contracts	51
Selection and Change of Beneficiary	52
Payment of Death Benefit	52
THE INCOME PHASE - ANNUITY PROVISIONS	52
Selection of Annuitant(s)	52
Selection of the Annuity Commencement Date	53
Annuity Options	53
Selection of Annuity Option	54
Amount of Annuity Payments	54
Transfer of Variable Annuity Units	55
Account Fee	56
Annuity Payment Rates	56
Annuity Options as Method of Payment for Death Benefit	56
OTHER CONTRACT PROVISIONS	56
Exercise of Contract Rights	56
Change of Ownership	56
Voting of Fund Shares	57
Reports to Owners	57
Substitution of Securities	58
Change in Operation of Variable Account	58
Splitting Units	58
Modification	58
Discontinuance of New Participants	59
Reservation of Rights	59
Right to Return	59
TAX PROVISIONS	60
U.S. Federal Income Tax Provisions	60
Puerto Rico Tax Provisions	68
ADMINISTRATION OF THE CONTRACT	69
Business Disruption and Cyber Security Risks	69
DISTRIBUTION OF THE CONTRACT	69
AVAILABLE INFORMATION	71
STATE REGULATION	71
LEGAL PROCEEDINGS	72
FINANCIAL STATEMENTS	72
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION	72
APPENDIX A - GLOSSARY	73
APPENDIX B - WITHDRAWALS, WITHDRAWAL CHARGES,  & MARKET VALUE ADJUSTMENT	77
APPENDIX C - PREVIOUSLY AVAILABLE OPTIONAL DEATH BENEFITS AND EXAMPLES	80
APPENDIX D - PREVIOUSLY AVAILABLE INVESTMENT OPTIONS	85
APPENDIX E - SECURED RETURNS FOR LIFE	88
APPENDIX F - SECURED RETURNS	107
APPENDIX G - SECURED RETURNS 2	113
APPENDIX H - SECURED RETURNS FOR LIFE PLUSSM	122
APPENDIX I - RETIREMENT INCOME ESCALATORSM	155
APPENDIX J - Income ON Demand®	167
APPENDIX K - Income ON Demand® II	178
APPENDIX L - Income ON Demand® II Plus	191

APPENDIX M - RETIREMENT INCOME ESCALATORSM II	208
APPENDIX N - Income ON Demand® II Escalator	225
APPENDIX O - RETIREMENT ASSET PROTECTORSM	241
APPENDIX P - Income ON Demand® III Escalator	246
APPENDIX Q - BUILD YOUR OWN PORTFOLIO	259
APPENDIX R - CONDENSED FINANCIAL INFORMATION	267

SPECIAL TERMS

Your Contract is a legal document that uses a number of specially defined terms. We explain most of the capitalized terms that we use in this Prospectus in the context where they arise, and some are self-explanatory. In addition, for convenient reference, we have compiled a list of these capitalized terms in the Glossary included at the back of this Prospectus as Appendix A. If, while you are reading this Prospectus, you come across a capitalized term that you do not understand, please refer to the Glossary for an explanation.

PRODUCT HIGHLIGHTS

The headings in this section correspond to headings in the Prospectus under which we discuss these topics in more detail.

The Annuity Contract

The Masters Flex Contract provides a number of important benefits for your retirement planning. You are eligible to purchase a Contract if you are age 85 or younger on the Open Date. During the Accumulation Phase, you make Purchase Payments under the Contract and allocate them to one or more of the Variable Account options or, if available, the Fixed Account options. During the Income Phase, we make annuity payments to you or someone else based on the amount you have accumulated. The Contract provides tax-deferral so that you do not pay taxes on your earnings until you withdraw them. When purchased in connection with a tax-qualified plan, the Contract provides no additional tax-deferral benefits because tax-qualified plans confer their own tax-deferral. The Contract also provides a basic death benefit if you die during the Accumulation Phase. You may enhance the basic death benefit by purchasing the optional death benefit, at an additional cost, if you are younger than age 75 on the Open Date.

The Accumulation Phase

Under most circumstances, you can buy the Contract with an initial Purchase Payment of $10,000 or the maximum annual Individual Retirement Annuity contribution, unless we waive these limits. You can make additional Purchase Payments at any time during the Accumulation Phase. Currently, there is no minimum amount required for additional Purchase Payments. However, we reserve the right to require that each additional Purchase Payment be at least $1,000. We will not accept, without our prior approval, a Purchase Payment if your Account Value is over $2 million or, if the Purchase Payment would cause your Account Value to exceed $2 million. These general requirements for Purchase Payments apply even if you elect an optional living benefit. In addition, there are other restrictions on the frequency of Purchase Payments that apply depending upon which optional living benefit you selected. Any Purchase Payments received under an optional living benefit with such restrictions will be deemed “not in good order” and returned to you.

Variable Account Options: The Funds

You can allocate your Purchase Payments among the Sub-Accounts investing in a number of Fund options. You may also transfer among the Funds and, if available, the Fixed Account Options. Each Fund is either a mutual fund registered under the Investment Company Act of 1940 or a separate securities portfolio of shares of such a mutual fund. The investment returns on the Funds are not guaranteed. You can make or lose money.

The Fixed Account Options: The Guarantee Periods

From time to time, we make Fixed Account options available. When we do, you can allocate your Purchase Payments to the Fixed Account and elect to invest in one or more of the available Guarantee Periods. Each Guarantee Period earns interest at a Guaranteed Interest Rate that we publish. We may change the Guaranteed Interest Rate from time to time, but no Guaranteed Interest Rate will ever be less than the minimum guaranteed rate required by law. Once we have accepted your allocation to a particular Guarantee Period, we promise that the Guaranteed Interest Rate applicable to that allocation will not change for the duration of the Guarantee Period. We may offer Guarantee Periods of different

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durations or stop offering some Guarantee Periods. Once we stop offering a Guarantee Period of a particular duration, future allocations, transfers or renewals into that Guarantee Period will not be permitted. On May 4, 2009, we stopped accepting any investments (Purchase Payments, transfers, renewals) into any Guarantee Periods, other than in connection with our dollar-cost averaging program.

Fees and Expenses

The Contract has insurance features and investment features, and there are costs related to each.

If your Account Value is less than $100,000 on your Account Anniversary, we deduct a $50 Annual Account Fee. We will waive the Account Fee if your Contract was fully invested in the Fixed Account during the entire Account Year, or if your Account Value is $100,000 or more on your Account Anniversary.

During the Accumulation Phase, we deduct a mortality and expense risk charge at an annual rate of 1.30% of the average daily value of the Contract invested in the Variable Account. If you purchased your Contract prior to March 5, 2007 and you were age 76 years or older on the Open Date, we deduct this charge at an annual rate of 1.50% of the average daily value of the Contract invested in the Variable Account.

We also deduct an administrative charge at an annual rate of 0.15% of the average daily value and a distribution fee at an annual rate of 0.20% of the average daily value of the Contract invested in the Variable Account.

We may assess a withdrawal charge on certain amounts that you withdraw during the first four Account Years after your Issue Date. The withdrawal charge (also known as a “contingent deferred sales charge”) starts at 8% in the first Account Year and declines to 0% after four complete Account Years.

Currently, you can transfer your Account Value among the underlying Funds free of charge. However, we reserve the right to impose a charge of up to $15 per transfer. We limit the number of your Fund transfers to 12 per year. (See “Transfer Privilege.”)

If you elect the optional death benefit, we will deduct, during the Accumulation Phase, an additional charge from the assets of the Variable Account at an annual rate of 0.40% of the average daily value of your Contract.

If you elect the optional living benefit, we will assess a periodic charge. The annual amount of the charge in no case exceeds 1.30% of the highest benefit base during the Account Year.

In addition to the charges we impose under the Contract, there are also charges (which include management fees and operating expenses) imposed by the Funds. The charges vary depending upon which Fund(s) you have selected.

Optional Living Benefits

At issue, you may choose to participate in the optional living benefit available under your Contract. Income Riser offers a guaranteed withdrawal benefit with an opportunity for a bonus to be added to your benefit base if you defer taking withdrawals during a specified time period under your Contract.

Income Riser is available only if you are age 85 or younger on the Open Date. If you purchase Income Riser, your investment choices are limited to the Designated Funds. In addition, a change of ownership may also terminate Income Riser. Under Income Riser, you may make Purchase Payments only during your first Account Year. Any Purchase Payments received after your first Account Anniversary will be deemed “not in good order” and returned to you. Income Riser allows you to “step-up” your guaranteed amount on an annual basis, if eligible. Income Riser may not be available in all states.

In addition to the currently available optional living benefit listed above, twelve other optional living benefits were previously available. Although these optional living benefits are no longer being issued, they are still in force under

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many Contracts that are already outstanding. Each of these optional living benefits is discussed in a separate Appendix at the end of this prospectus:

Appendix E - Secured Returns for Life	Appendix K - Income ON Demand II
Appendix F - Secured Returns	Appendix L - Income ON Demand II Plus
Appendix G - Secured Returns 2	Appendix M - Retirement Income Escalator II
Appendix H - Secured Returns for Life Plus	Appendix N - Income ON Demand II Escalator
Appendix I - Retirement Income Escalator	Appendix O - Retirement Asset Protector
Appendix J - Income ON Demand	Appendix P - Income ON Demand III Escalator

Purchase Payments allocated to investment options other than the Designated Funds will only terminate the optional living benefit. Withdrawals taken in excess of allowable amounts, or withdrawals taken prior to certain dates, may severely decrease your Account Value or cause your Contract and your living benefit to terminate without value.

You may terminate an optional living benefit at any time. In addition, your optional living benefit will terminate if you annuitize or if you transfer any portion of your Account Value to an investment option other than one of the Designated Funds. In certain circumstances, a change of ownership may also terminate your living benefit. Upon termination, all benefits and fees associated with the optional living benefit will cease. Once terminated, a living benefit may not be reinstated.

The Income Phase: Annuity Provisions

If you want to receive regular income from your annuity after the Annuity Commencement Date, you can select one of several Annuity Options. You can choose to receive annuity payments on a fixed or variable basis. If you choose to receive any part of your annuity payments on a variable basis, the dollar amount of the payments may fluctuate with the performance of the underlying Funds. Subject to the Maximum Annuity Commencement Date, you decide when your Income Phase will begin but, once it begins, you cannot change your choice of annuity payment option.

During the Income Phase, we will deduct total insurance charges at an annual rate of 1.65% of your average daily Annuity Unit values. We will not deduct the mortality and expense risk charge; nor will we deduct the charges for any optional living benefit or optional death benefit. The 1.65% insurance charge, which includes an administrative expense charge and a distribution fee, compensates us for the risks and expenses associated with providing annuity payments during the Income Phase.

Death Benefit

If you die before the Contract reaches the Income Phase, the Beneficiary will receive a death benefit. The amount of the death benefit depends upon your age on the Open Date and whether you choose the basic death benefit or, for a fee, the optional death benefit. If you are 85 or younger on your Open Date, the basic death benefit pays the greatest of your Account Value, your total Purchase Payments (adjusted for withdrawals), or your Surrender Value, all calculated as of your Death Benefit Date. If you are 86 or older on your Open Date, the basic death benefit is equal to the Surrender Value. If you are younger than age 75 on the Open Date, you may purchase the Maximum Anniversary Account Value (“MAV”) optional death benefit which pays the greater of the basic death benefit and the highest Account Value on any Account Anniversary (adjusted for withdrawals) prior to age 81. You must make your election before your Issue Date. Your death benefit election may not be changed after your Issue Date.

Withdrawals, Withdrawal Charges and Market Value Adjustment

You can withdraw money from your Contract during the Accumulation Phase. You may withdraw a portion of your Account Value each year without the imposition of a withdrawal charge. During the first four Account Years, this “free withdrawal amount” is equal to 10% of the amount of all Purchase Payments made minus all withdrawals that were subject to withdrawal charges taken during the current Account Year. All other Purchase Payments withdrawn will be subject to a withdrawal charge. For details on how to calculate withdrawal charges, please see “Withdrawal Charge”

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and “APPENDIX B - WITHDRAWALS, WITHDRAWAL CHARGES, & MARKET VALUE ADJUSTMENT.” After the end of the fourth Account Year, any amount you withdraw is free of withdrawal charges. In addition to the withdrawal charge, amounts you withdraw, transfer or annuitize from the Fixed Account before your Guarantee Period has ended may also be subject to a Market Value Adjustment. (See “Market Value Adjustment.”) You may also have to pay income taxes and tax penalties on money you withdraw.

Right to Return

Your Contract contains a “free look” provision. If you cancel your Contract within 10 days after receiving it (or later, if allowed by your state), we will send you, depending upon the laws of your state, either the full amount of all of your Purchase Payments or your Account Value as of the day we receive your cancellation request in good order. (This amount may be more or less than the original Purchase Payment.) In states requiring return of Purchase Payments, you will receive the greater of (1) your Surrender Value as of the day we receive your cancellation request or (2) your total Purchase Payments made as of that date. We will only deduct a withdrawal charge or a Market Value Adjustment when the returned amount is based on Surrender Value.

Tax Provisions

Your earnings are not taxed until you take them out. If you withdraw money during the Accumulation Phase, earnings come out first and are taxed as ordinary income. If your Contract is a Non-Qualified Contract, it is possible that the election of an optional living benefit might increase the taxable portion of any withdrawal you make from the Contract. If you are younger than 59 ¹⁄₂ when you take money out, you may be charged a 10% federal tax penalty on taxable amounts.

NOTE ABOUT OTHER ANNUITY CONTRACTS THAT WE OFFER: In addition to the Contracts, we currently offer many other forms of annuity contracts with a wide variety of features, benefits and charges. Depending on your circumstances and needs, some of these other contracts may be at a lower cost to you. Not all of the annuity contracts that we offer are available in all jurisdictions or through all of the selling agents who offer the contracts. You should consider with your selling agent what annuity contract or financial product is most consistent with your needs and preferences.

If you have any questions about your Contract or need more information, please contact us at:

Delaware Life Insurance Company
P.O. Box 758581

Topeka, KS 66675-8581
Toll Free (877) 253-2323
www.delawarelife.com/contact-us/

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FEES AND EXPENSES

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the Contract.¹

The table below describes the fees and expenses that you will pay at the time that you buy the Contract, surrender the Contract, or transfer cash value between investment options.

Contract Owner Transaction Expenses

Maximum Withdrawal Charge (as a percentage of Purchase Payments withdrawn): 8% ² 

Number of Account Years Since Issue Date	0 - 1	1 - 2	2 - 3	3 - 4	4 or more
Withdrawal Charge	8%	8%	7%	6%	0%

Maximum Fee Per Transfer (currently $0):	$15
Premium Taxes (as a percentage of Account Value or total Purchase Payments):	0% - 3.5%	3

The tables below describe the fees and expenses that you will pay periodically during the time that you own the Contract, not including Fund fees and expenses.

Annual Account Fee $50 ⁴ 

Variable Account Annual Expenses

(as a percentage of net Variable Account assets)⁵

Mortality and Expense Risk Charge:	1.30%6
Administrative Expense Charge:	0.15%
Distribution Fee:	0.20%
Total Variable Account Annual Expenses (without optional benefits):	1.65%

Charges for Optional Death Benefits

Death Benefit7	Fee as a % of Variable Account Value
Maximum Anniversary Account Value (“MAV”)		0.40%

Death Benefits Previously Available8	Fee as a % of Variable Account Value
5% Premium Roll-Up		0.20%
Earnings Enhancement Benefit Premier		0.25%
Earnings Enhancement Benefit Premier with MAV		0.40%
Earnings Enhancement Benefit Premier with 5% Roll-Up		0.40%
Earnings Enhancement Benefit Premier Plus		0.40%
Maximum Annual Charge for an Optional Death Benefit (as a percentage of Variable Account Value):		0.40%

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Charges for Optional Living Benefits

Living Benefit9	Maximum Annual Fee
Income Riser Living Benefit (as a percentage of the highest Withdrawal Benefit Base11 during the Account Year):		1.30%	10

Living Benefits Previously Available13	Maximum Annual Fee
Secured Returns Living Benefit (as a percentage of average daily net assets):		0.40%
Secured Returns for Life Plus, Secured Returns for Life or Secured Returns 2 Living Benefits (as a percentage of the highest Account Value during the Account Year):		0.50%14
Retirement Income Escalator Living Benefit (as a percentage of the highest Withdrawal Benefit Base11 during the Account Year):		0.95%14
Income ON Demand Living Benefit (as a percentage of the highest Income Benefit Base15 during the Account Year):		0.85%14
Income ON Demand II Living Benefit (as a percentage of the highest Fee Base12 during the Account Year):		0.85%14
Income ON Demand II Plus Living Benefit (as a percentage of the highest Fee Base12 during the Account Year):		1.15%14
Retirement Income Escalator II Living Benefit (as a percentage of the highest Withdrawal Benefit Base11 during the Account Year):		1.15%14
Income ON Demand II Escalator Living Benefit (as a percentage of the highest Fee Base12 during the Account Year):		1.15%14
Retirement Asset Protector Living Benefit (as a percentage of the highest Retirement Asset Protector Benefit Base16 during the Account Year):		0.75%14
Income ON Demand III Escalator Living Benefit (as a percentage of the highest Fee Base12 during the Account Year):		1.30%14
Maximum Annual Charge for an Optional Living Benefit (as a percentage of highest applicable fee base during the Account Year):		1.30%
Total Variable Account Annual Expenses (1.65%) plus Maximum Charges for an Optional Death Benefit (0.40%) and an Optional Living Benefit (1.30%):		3.35%17

The table below shows the minimum and maximum total operating expenses charged by the Funds for the year ended December 31, 2015.

Total Annual Fund Operating Expenses	Minimum		Maximum
(expenses as a percentage of average daily Fund net assets that are deducted from Fund assets, including management fees, distribution and/or service (12b-1) fees, and other expenses)		0.70%		1.90%

The expenses shown, which include any acquired fund fees and expenses, are those incurred for the year ended December 31, 2015, and were provided by the Funds. We have not independently verified the accuracy of the Fund expense information. Current or future expenses may be greater or less than those shown. For more information about Fund expenses, including a description of any applicable fee waiver or expense reimbursement arrangement, see the Fund prospectuses.

¹  The fee tables apply to the Accumulation Phase of the Contract and reflect the maximum charges unless otherwise noted. (See “Contract Charges.”) During the Income Phase, the fees will be different than the Total Variable Account Annual Expenses described in the fee table. After you annuitize, we will deduct total insurance charges at an annual rate of 1.65% of your average daily Annuity Unit values; we will no longer deduct a mortality and expense risk charge or the charges for any optional living benefit or any optional death benefit. The 1.65% insurance charge, which includes the administrative expense charge and a distribution fee, compensates us for the risks and expenses associated with providing annuity payments during the Income Phase.

²  A portion of your Account may be withdrawn each year without imposition of any withdrawal charge and, after four complete Account Years, all withdrawals taken are free of any withdrawal charges. (See “Withdrawal Charge.”)

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³  The premium tax rate and base vary by your state of residence and the type of Contract you own. We may deduct premium taxes from Account Value upon full surrender (including surrender for the death benefit) or annuitization. (See “Premium Taxes.”)

⁴  The Annual Account Fee is waived if 100% of your Account Value has been allocated to the Fixed Account during the entire Account Year or if your Account Value is $100,000 or more on your Account Anniversary. (See “Account Fee.”)

⁵  All of the Variable Account Annual Expenses, except for the charges for optional living benefits, are assessed as a percentage of average daily net Variable Account assets. The charge for each optional living benefit is assessed on a quarterly basis.

⁶  For Contracts purchased prior to March 5, 2007, the rate of this charge is 1.50% if you were age 76 or older on the Contract’s Open Date. In that case, the rate for “Total Variable Account Annual Expenses (without optional benefits)” would be 1.85%.

⁷  The MAV optional death benefit is described under “DEATH BENEFIT.” It is currently available only if you are younger than age 75 on the Open Date. For Contracts purchased prior to August 17, 2009, the MAV death benefit was available to Owners younger than age 80 on the Open Date, at a cost of 0.20% of average daily net assets of the Variable Account Value.

⁸  The previously available death benefits are described in “APPENDIX C - PREVIOUSLY AVAILABLE OPTIONAL DEATH BENEFITS AND EXAMPLES.”

⁹  As discussed under “OPTIONAL LIVING BENEFIT: INCOME RISER,” if you elect to increase or renew certain benefits under Income Riser, we have the right to increase the rate of the charge to what we are then charging on newly issued optional living benefits of the same type or to a rate based on then-current market conditions.

¹⁰  The charge shown is assessed and deducted quarterly based upon the applicable fee base, taken on the last day of each Account Quarter. Your actual charges may be less than the maximum stated above. (See “Cost of SIR.”)

¹¹  The Withdrawal Benefit Base initially is equal to your initial Purchase Payment, and it thereafter is subject to certain adjustments. (See “OPTIONAL LIVING BENEFIT: INCOME RISER,” “APPENDIX I - RETIREMENT INCOME ESCALATOR,” and “APPENDIX M - RETIREMENT INCOME ESCALATOR II.”)

¹²  The Fee Base initially is equal to your initial Purchase Payment, and it thereafter is subject to certain adjustments. (See “APPENDIX K - Income ON Demand II,” “APPENDIX L - Income ON Demand II Plus,” “APPENDIX N - Income ON Demand II Escalator” and “APPENDIX P - Income ON Demand II Escalator.”)

¹³  The previously available optional living benefits are described in Appendices E through P. If you elect to increase certain benefits under any of the living benefits other than Secured Returns, we have the right to increase the rate of the charge based on then-current market conditions. (See the “Step-Up” section in Appendices E, G through P.) Under these outstanding Contracts, you were permitted to select only one optional living benefit.

¹⁴  The charges shown are assessed and deducted quarterly based upon the applicable fee base, taken on the last day of each Account Quarter. Your actual charges may be less than the maximum stated above. (See Appendices E, G through P.) For Contracts purchased prior to February 17, 2009, the Maximum Annual Fees for Retirement Income Escalator II, Income ON Demand II Escalator, and Retirement Asset Protector were initially set at 1.00%, 1.00%, and 0.35%, respectively. Those fees will not change on those earlier Contracts, unless the Owner consents in writing to the higher fees as described under “Step-Up” section in Appendices M through O.

¹⁵  The Income Benefit Base initially is equal to your initial Purchase Payment, and it thereafter is subject to certain adjustments. (See “APPENDIX J - Income ON Demand.”)

¹⁶  The Retirement Asset Protector Benefit Base initially is equal to your initial Purchase Payment, and it thereafter is subject to certain adjustments. (See “APPENDIX O - RETIREMENT ASSET PROTECTOR.”)

¹⁷  This amount assumes that MAV (0.40%) was selected and that the Income Riser Living Benefit with joint-life coverage (1.30%) was also selected (in addition to the 1.30% Mortality and Expense Risk Charge, the 0.15% Administrative Expense Charge, and the 0.20% Distribution Fee). It also assumes that the living benefit’s initial fee base is equal to the initial Purchase Payment. If the fee base changes, the charge for your optional living benefit and your Total Variable Account Annual Expenses would be higher or lower.

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EXAMPLE

This Example is intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. These costs include Contract Owner transaction expenses, contract fees, variable account annual expenses, and Fund fees and expenses.

The Example assumes that you invest $10,000 in the Contract for the time periods indicated and that your Contract combines the features producing the highest maximum charges, including the MAV optional death benefit and the optional living benefit with joint-life coverage. The Example also assumes that your investment has a 5% return each year and assumes the maximum fees and expenses of any of the Funds. For purposes of converting the Annual Account Fee to a percentage, the Example assumes an average Contract size of $50,000. In addition, this Example assumes no transfers were made and no premium taxes were deducted. If these arrangements were considered, the expenses shown would be higher.

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

(1) If you surrender your Contract at the end of the applicable time period:

1 year	3 years		5 years		10 years
$1,251	$	2,245	$	2,742	$	5,632

(2) If you annuitize your Contract at the end of the applicable time period:

1 year	3 years		5 years		10 years
$534	$	1,625	$	2,742	$	5,632

(3) If you do not surrender your Contract:

1 year	3 years		5 years		10 years
$534	$	1,625	$	2,742	$	5,632

The fee table and Example should not be considered a representation of past or future expenses and charges of the Sub-Accounts. Your actual expenses may be greater or less than those shown. The Example does not include the deduction of state premium taxes, which may be assessed upon full surrender, death or annuitization, or any taxes and penalties you may be required to pay if you surrender the Contract. This Example also does not take into consideration any fee waiver or expense reimbursement arrangement of the Funds. If these arrangements were taken into consideration, the expenses shown would be lower. Similarly, the 5% annual rate of return assumed in the Example is not intended to be representative of past or future investment performance. For more information about Fund expenses, including a description of any applicable fee waiver or expense reimbursement arrangement, see the prospectuses for the Funds.

For information concerning compensation paid for the sale of the Contracts, see “DISTRIBUTION OF THE CONTRACT.”

CONDENSED FINANCIAL INFORMATION

Historical information about the value of the units we use to measure the variable portion of your Contract (“Variable Accumulation Units”) is included in the back of this Prospectus as “APPENDIX R - CONDENSED FINANCIAL INFORMATION.”

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THE ANNUITY CONTRACT

Delaware Life Insurance Company and Delaware Life Variable Account F (the “Variable Account”) offer the Contract to groups and individuals for use in connection with their retirement plans. Annuities are long-term investment vehicles designed for retirement planning, and are not suitable for short-term investing or speculation. Persons wishing to employ such strategies should not purchase a Contract. The Contract is available on a group basis and, in certain states, may be available on an individual basis. We issue an Individual Contract directly to the individual Participant of the Contract. We issue a Group Contract to the Owner, covering all individuals participating under the Group Contract; each individual receives a Certificate that evidences his or her participation under the Group Contract.

In this Prospectus, unless we state otherwise, we refer to both the owners of Individual Contracts and participating individuals under Group Contracts as “Participants” and we address all Participants as “you”; we use the term “Contracts” to include Individual Contracts, Group Contracts, and Certificates issued under Group Contracts. For the purpose of determining benefits under both Individual Contracts and Group Contracts, we establish an Account for each Participant, which we will refer to as “your” Account or a “Participant Account.”

Your Contract provides certain features that may benefit you in retirement planning.

• It has an Accumulation Phase and an Income Phase. During the Accumulation Phase, you make Purchase Payments under the Contract and allocate them to one or more of the Variable Account options or, if available, the Fixed Account options. During the Income Phase, we make annuity payments based on the amount you have accumulated. Annuity payments can be fixed or variable. When you choose variable options, you assume the investment risk. When you choose fixed options, we assume the investment risk.

• It also has tax deferral, so that you do not pay taxes on your earnings under your Contract until you withdraw them. However, if you purchase your Contract in connection with a tax-qualified plan, your purchase should be made for reasons other than tax-deferral. Tax-qualified plans provide tax-deferral without the need for purchasing an annuity contract.

• It provides a basic death benefit if you die during the Accumulation Phase. You may enhance the basic death benefit by electing the optional death benefit for an additional charge.

• If you so elect, during the Income Phase, it provides annuity payments to you or someone else for life or for another period that you choose.

The Contract is designed for use in connection with personal retirement and deferred compensation plans, some of which qualify for favorable federal income tax treatment under Sections 401, 403, 408 or 408A of the Internal Revenue Code. The Contract is also designed so that it may be used in connection with certain non-tax-qualified retirement plans, such as payroll savings plans and such other groups (trusteed or non-trusteed) as may be eligible under applicable law. We refer to Contracts used with plans that receive favorable tax treatment as “Qualified Contracts,” and all other Contracts as “Non-Qualified Contracts.” A qualified retirement plan generally provides tax-deferral regardless of whether the plan invests in an annuity contract. A decision to purchase an annuity contract should not be based on the assumption that the purchase of an annuity contract is necessary to obtain tax-deferral benefits under a qualified retirement plan.

You should work with your registered representative to decide whether an optional benefit is appropriate for you based on a thorough analysis of your particular insurance needs, financial objectives, investment goals, time horizons and risk tolerance.

COMMUNICATING TO US ABOUT YOUR CONTRACT

You may submit transaction requests or otherwise communicate with us in writing or by telephone. All materials mailed to us, including Purchase Payments, must be sent to our Service Address. For all telephone communications, you must call (877) 253-2323. In addition, the authorized registered representative of the broker-dealer of record may submit transfer requests on your behalf in writing, by telephone, or over the Internet on our website,

9

www.delawarelife.com. To use the website, the registered representative must first consent to our online terms of use. (See “Requests for Transfers” under “Transfer Privilege.”)

Unless this Prospectus states differently, we will consider all materials sent to us and all telephone communications to be received on the date we actually receive them, in good order, at our Service Address or at (877) 253-2323. However, we will consider all financial transactions, including Purchase Payments, withdrawal requests and transfer instructions, to be received on the next Business Day if we receive them (1) on a day that is not a Business Day or (2) after the close of regular trading on the New York Stock Exchange, which is normally 4:00 p.m., Eastern Time. In some cases, receipt of requests for financial transactions by the broker-dealer of record will be deemed to be constructive receipt by us. This would include only cases where we have a specific agreement with the broker-dealer that provides for this treatment and the broker-dealer electronically forwards to us the request promptly after the end of the Business Day on which it receives the request in good order. In such cases, financial transactions received by us in good order will be priced that Business Day, provided the broker-dealer received the request before the earlier of (a) 4:00 p.m. Eastern Time on a Business Day, or (b) the close of the New York Stock Exchange on days that the Stock Exchange closes before 4:00 p.m. For information about whether we have this type of arrangement with your broker-dealer, you may call us at the above number.

Certain methods of contacting us, such as by telephone or over the Internet, may be unavailable or delayed. Any computer or telephone system (including yours, ours, and your registered representative’s) can experience delays or outages that may delay or prevent us from processing your request. While we have taken reasonable precautions to allow our systems to accommodate heavy usage, we do not guarantee access or reliability under all circumstances. If you experience delays or an outage, you may submit your request in writing to our Service Address.

When we specify that notice to us must be in writing, we reserve the right, at our sole discretion, to accept notice in another form.

Electronic Account Information

During the Accumulation Phase, Contract Owners may elect to receive prospectuses, transaction confirmations, reports and other communications in electronic format, instead of receiving paper copies of these documents. To enroll in this optional electronic delivery service Contract Owners must register and log on to our Internet customer website via www.delawarelife.com. First-time users of this website can enroll in this electronic delivery service by selecting “eDeliver Documents” when registering to use the website. If you are already a registered user of this website, you can enroll in the electronic delivery service by logging on to your account and selecting “eDeliver Documents” on the “Update Profile” page. The electronic delivery service is subject to various terms and conditions, including a requirement that you promptly notify us of any change in your e-mail address, in order to avoid any disruption of deliveries to you. You may obtain more information and assistance at the above-mentioned internet location or by writing us at our Service Address or by telephone at (877) 253-2323.

DELAWARE LIFE INSURANCE COMPANY

We are a stock life insurance company incorporated under the laws of Delaware on January 12, 1970. We are licensed to do business in 49 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands. We have a life insurance company subsidiary that is licensed to do business in New York. Our main administrative office address is 1601 Trapelo Road, Suite 30, Waltham, MA 02451.

The immediate parent company of Delaware Life Insurance Company is Delaware Life Holdings, LLC, a limited liability company organized under the laws of the State of Delaware on December 12, 2012. Delaware Life Holdings, LLC is ultimately controlled by Todd L. Boehly and Mark L. Walter.

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THE VARIABLE ACCOUNT

We established the Variable Account as a separate account on July 13, 1989, pursuant to a resolution of our Board of Directors. The Variable Account funds the Contract and various other variable annuity contracts that we offer. These other products may have features, benefits and charges that are different from those under the Contract.

Under Delaware insurance law and the Contract, the income, gains or losses of the Variable Account are credited to or charged against the assets of the Variable Account without regard to the other income, gains, or losses of the Company. These assets are held in relation to the Contract and other variable annuity contracts that provide benefits that vary in accordance with the investment performance of the Variable Account. The assets maintained in the Variable Account will not be charged with any liabilities arising out of any other business we conduct. All obligations arising under a Contract, including the promise to make annuity payments, and the optional living benefit and death benefit guarantees, are general corporate obligations of the Company and, as such, are subject to the claims of the Company’s creditors.

The assets of the Variable Account are divided into Sub-Accounts. Each Sub-Account invests exclusively in shares of a specific Fund. All amounts allocated by you to a Sub-Account will be used to purchase Fund shares at their net asset value. Any and all distributions made by the Funds with respect to the shares held by the Variable Account will be reinvested to purchase additional Fund shares at their net asset value. Deductions from the Variable Account for cash withdrawals, annuity payments, death benefits, Account Fees, Contract charges against the assets of the Variable Account for the assumption of mortality and expense risks, administrative expenses, optional benefits, and any applicable taxes will, in effect, be made by redeeming the number of Fund shares at their net asset value equal in total value to the amount to be deducted. The Variable Account will be fully invested in Fund shares at all times.

VARIABLE ACCOUNT OPTIONS: THE FUNDS

The Contract offers Sub-Accounts that invest in a number of Fund investment options. Each Fund is a mutual fund registered under the Investment Company Act of 1940, or a separate series of shares of such a mutual fund. Not all investment options are available under all Contracts. Please refer to “APPENDIX C - PREVIOUSLY AVAILABLE INVESTMENT OPTIONS” for more information. Currently, you may select from the following investment options:

Large-Cap Equity Funds

Catalyst Dividend Capture VA Fund^3,14

Columbia Variable Portfolio - Large Cap Growth Fund, Class 2¹¹

Fidelity^® Contrafund^® Portfolio, Service Class 2 (of Variable Insurance Products Fund II)^1,5

Franklin Mutual Shares VIP Fund, Class 2

Invesco V.I. Comstock Fund, Series II

JPMorgan Insurance Trust U.S. Equity Portfolio, Class 2¹

Lord Abbett Series Fund, Inc. - Fundamental Equity Portfolio, Class VC

MFS^® Core Equity Portfolio, Service Class

MFS^® Growth Series, Service Class

MFS^® Research Series, Service Class

MFS^® Value Series, Service Class

Oppenheimer Capital Appreciation Fund/VA - Service Shares

Putnam VT Equity Income Fund, Class IB¹

Universal Institutional Funds, Inc. - Growth Portfolio, Class II^1,6

Variable Portfolio - Loomis Sayles Growth Fund, Class 2¹²

Mid-Cap Equity Funds

Fidelity^® Mid Cap Portfolio, Service Class 2 (of Variable Insurance Products Fund III)⁵

Invesco V.I. American Value Fund, Series II¹

Lord Abbett Series Fund, Inc. - Growth Opportunities Portfolio, Class VC

MFS^® Mid Cap Growth Series, Service Class¹

MFS^® Mid Cap Value Portfolio, Service Class¹

Universal Institutional Funds, Inc. - Mid Cap Growth Portfolio, Class II^1,6

Small/Mid-Cap Equity Fund

AB Small/Mid Cap Value Portfolio, Class B¹

Small-Cap Equity Funds

Catalyst Insider Buying VA Fund^3,15

Franklin Small Cap Value VIP Fund, Class 2

MFS^® Blended Research Small Cap Equity Portfolio, Service Class

MFS^® New Discovery Series, Service Class¹

MFS^® New Discovery Value Portfolio, Service Class

International/Global Equity Funds

AB International Growth Portfolio, Class B¹

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Columbia Variable Portfolio - Select International Equity Fund, Class 2¹³

First Eagle Overseas Variable Fund⁴

Invesco V.I. International Growth Fund, Series II¹

MFS^® International Growth Portfolio, Service Class

MFS^® International Value Portfolio, Service Class

MFS^® Research International Portfolio, Service Class

Oppenheimer Global Fund/VA, Service Shares

PIMCO Global Dividend Portfolio, Advisor Class^1,10

Templeton Growth VIP Fund, Class 2

Emerging Markets Equity Funds

Lazard Retirement Emerging Markets Equity Portfolio, Service Class¹

MFS^® Emerging Markets Equity Portfolio, Service Class

Specialty Sector Equity Fund

MFS^® Utilities Series, Service Class

Specialty Sector Commodity Fund

PIMCO CommodityRealReturn^® Strategy Portfolio, Administrative Class

Real Estate Equity Fund

MFS^® Global Real Estate Portfolio, Service Class

Asset Allocation Funds

AB Balanced Wealth Strategy Portfolio, Class B¹

AB Dynamic Asset Allocation Portfolio, Class B^1,8

BlackRock Global Allocation V.I. Fund, Class III¹

Fidelity^® Balanced Portfolio, Service Class 2 (of Variable Insurance Products Fund III)⁵

Franklin Income VIP Fund, Class 2

Invesco V.I. Equity and Income Fund, Series II¹

MFS^® Conservative Allocation Portfolio, Service Class^1,2

MFS^® Global Tactical Allocation Portfolio, Service Class^1,8

MFS^® Growth Allocation Portfolio, Service Class^1,2

MFS^® Moderate Allocation Portfolio, Service Class^1,2

MFS^® Total Return Series, Service Class

PIMCO All Asset Portfolio, Administrative Class²

PIMCO Global Multi-Asset Managed Allocation Portfolio, Advisor Class^1,2,8

Putnam VT Absolute Return 500 Fund, Class IB¹

Target Date Funds

Fidelity^® Freedom 2015 Portfolio, Service Class 2 (of Variable Insurance Products Fund IV)^2,5

Fidelity^® Freedom 2020 Portfolio, Service Class 2 (of Variable Insurance Products Fund IV)^2,5

Money Market Fund

MFS^® U.S. Government Money Market Portfolio, Service Class^7,9

Global Bond Fund

Templeton Global Bond VIP Fund, Class 4¹

Short-Term Bond Fund

MFS^® Limited Maturity Portfolio, Service Class¹

Intermediate-Term Bond Funds

JPMorgan Insurance Trust Core Bond Portfolio, Class 2¹

MFS^® Corporate Bond Portfolio, Service Class

MFS^® Government Securities Portfolio, Service Class

MFS^® Total Return Bond Series, Service Class¹

Inflation Adjusted Bond Fund

MFS^® Inflation-Adjusted Bond Portfolio, Service Class

Multi-Sector Bond Fund

Franklin Strategic Income VIP Fund, Class 2

High Yield Bond Fund

MFS^® High Yield Portfolio, Service Class

Emerging Markets Bond Fund

PIMCO Emerging Markets Bond Portfolio, Administrative Class

¹  Not available if you purchased your Contract through a Bank of America representative between April 25, 2005 and April 20, 2007.

²  This Fund is a fund-of-funds, which invests substantially all of its assets in shares of other mutual funds. This Fund may be more expensive than other Funds available under your Contract, as a fund-of-funds indirectly pays a portion of the management fees and other expenses incurred by the underlying mutual funds in which it invests. As a result, you will bear, directly, the expenses of the Fund and, indirectly, a portion of the expenses of the underlying funds. These expenses reduce the investment returns of both the Fund and the underlying funds.

³  Only available if you purchased your Contract through a Huntington Bank representative. These Funds do not have different share classes.

⁴  First Eagle Overseas Variable Fund does not have different share classes.

⁵  In marketing materials and other documents, the Fidelity^® funds may be referred to as follows: Fidelity^® VIP Contrafund^® Portfolio, Fidelity^® VIP Mid Cap Portfolio, Fidelity^® VIP Balanced Portfolio, Fidelity^® VIP Freedom 2015 Portfolio, and Fidelity^® VIP Freedom 2020 Portfolio.

⁶  In marketing materials and other documents, the Universal Institutional Funds may be referred to as Morgan Stanley UIF Mid Cap Growth Portfolio and Morgan Stanley UIF Growth Portfolio.

⁷ There is no assurance that this Fund will be able to maintain a stable net asset value per share. In addition, during extended periods of low interest rates, and partly as a result of asset based separate account charges, the yield on this investment account may become low and possibly negative.

⁸ This Fund employs a managed volatility strategy.

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⁹  Formerly known as MFS^® Money Market Portfolio.

¹⁰  Formerly known as PIMCO EqS Pathfinder Portfolio.

¹¹  After the close of business April 29, 2016, Columbia Variable Portfolio - Large Cap Growth Fund II was merged into Columbia Variable Portfolio - Large Cap Growth Fund.

¹²  After the close of business April 29, 2016, Variable Portfolio - Loomis Sayles Growth Fund II was merged into Variable Portfolio - Loomis Sayles Growth Fund.

¹³  After the close of business April 29, 2016, Columbia Variable Portfolio - International Opportunities Fund was merged into Columbia Variable Portfolio - Select International Equity Fund.

¹⁴  Formerly known as Huntington VA Dividend Capture Fund.

¹⁵  Formerly known as Huntington VA Situs Fund.

AllianceBernstein L.P. advises the AB Variable Products Series Fund, Inc. Portfolios. BlackRock Advisors, LLC advises BlackRock Global Allocation V.I. Fund (sub-advised by BlackRock Investment Management, LLC). Columbia Management Investment Advisers, LLC advises the Columbia Variable Portfolios (Variable Portfolio - Loomis Sayles Growth Fund sub-advised by Loomis, Sayles & Company). Fidelity Management & Research Company advises the Fidelity^® VIP Portfolios; Fidelity^® VIP Contrafund^® Portfolio, Fidelity^® VIP Mid Cap Portfolio (sub-advised by FMR Co. Inc. and other investment advisers), and Fidelity^® VIP Balanced Portfolio (sub-advised by Fidelity Investments Money Management, Inc., FMR Co. Inc. and other investment advisers). First Eagle Investment Management, LLC advises First Eagle Overseas Variable Fund. FMR Co., Inc. advises the Fidelity^® VIP Freedom Portfolios. Franklin Advisers, Inc. advises Franklin Income VIP Fund, Franklin Strategic Income VIP Fund, and Templeton Global Bond VIP Fund. Franklin Advisory Services, LLC advises Franklin Small Cap Value VIP Fund. Franklin Mutual Advisers, LLC advises Franklin Mutual Shares VIP Fund. Invesco Advisers, Inc. advises the Invesco Funds. J.P. Morgan Investment Management Inc. advises the JPMorgan Portfolios. Lazard Asset Management LLC advises Lazard Retirement Portfolio. Lord, Abbett & Co. LLC advises the Lord Abbett Portfolios. Massachusetts Financial Services Company advises the MFS^® Portfolios and the MFS^® Series. Morgan Stanley Investment Management Inc. advises The Universal Institutional Funds, Inc. Portfolios. OFI Global Asset Management, Inc. advises the Oppenheimer Funds (sub-advised by OppenheimerFunds, Inc.). Pacific Investment Management Company LLC advises the PIMCO Portfolios, including PIMCO All Asset Portfolio (sub-advised by Research Affiliates, LLC). Putnam Investment Management, LLC advises the Putnam Funds. Rational Advisors Inc. advises the Catalyst VA Funds. Templeton Global Advisors Limited advises Templeton Growth VIP Fund.

More comprehensive information about the Funds, including a discussion of their management, investment objectives, expenses, and potential risks, is found in the current prospectuses for the Funds (the “Fund Prospectuses”). The Fund Prospectuses should be read in conjunction with this Prospectus before you invest. A copy of each Fund Prospectus, as well as each Fund’s Statement of Additional Information, may be obtained without charge from our website, www.delawarelife.com, or by calling us at (877) 253-2323 or by writing to Delaware Life Insurance Company, P.O. Box 758581, Topeka, KS 66675-8581.

The Funds may also be available to registered separate accounts offering variable annuity and variable life products of other affiliated and unaffiliated insurance companies, as well as to the Variable Account and other separate accounts of the Company. Although we do not anticipate any disadvantages to this, there is a possibility that a material conflict may arise between the interests of the Variable Account and one or more of the other separate accounts participating in the Funds. A conflict may occur due to a change in law affecting the operations of variable life and variable annuity separate accounts, differences in the voting instructions of the Participants and Payees and those of other companies, or some other reason. In the event of conflict, we will take any steps necessary to protect Participants and Payees, including withdrawal of the Variable Account from participation in the underlying Funds which are involved in the conflict or substitution of shares of other Funds.

As described in more detail in the Fund prospectuses, certain Funds may employ managed volatility or hedging strategies intended to reduce overall volatility and provide for downside protection during downward movements in equity markets. These hedging strategies could limit the Fund’s upside participation in rising equity markets relative to other Funds with substantially similar investment objectives and policies that do not use such strategies. Investing in

13

such Funds may, however, be helpful in a declining market, because the hedging strategy will reduce your equity exposure under such circumstances, and your Account Value may decline less than would have been the case if you had not invested in Funds with a managed volatility or hedging strategy. In addition, the cost of these strategies may have a negative impact on performance. There is no guarantee that a Fund employing a managed volatility or hedging strategy can achieve or maintain the Fund’s optimal risk targets, and the Fund may not perform as expected. You should consult with your registered representative to determine which combination of investment choices is appropriate for you.

Certain of the investment advisers, transfer agents, or underwriters to the Funds may reimburse us for administrative costs in connection with administering the Funds as options under the Contracts. These amounts are not charged to the Funds or Participants, but are paid from assets of the advisers, transfer agents, or underwriters.

Certain publicly available mutual funds may have similar investment goals and principal investment policies and risks as one or more of the Funds, and may be managed by a Fund’s portfolio manager(s). While a Fund may have many similarities to these other funds, its investment performance will differ from their investment performance. This is due to a number of differences between a Fund and these similar products, including differences in sales charges, expense ratios and cash flows.

Selection of Funds

The Funds offered through the Contract are selected by the Company. We review the Funds periodically and may remove a Fund or limit its availability to new Purchase Payments and/or transfers of Account Value if we determine that a Fund no longer satisfies one or more of the selection criteria, and/or if the Fund has not attracted significant allocations from Contract Owners. We do not recommend or endorse any particular fund, and we do not provide investment advice. You bear the risk of any decline in your Account Value resulting from the performance of the Funds you have chosen.

We may consider various factors, including, but not limited to, asset class coverage, the alignment of the investment objectives of a Fund with our hedging strategy, the strength of an adviser’s or sub-adviser’s reputation and tenure, brand recognition, performance, and the capability and qualification of each investment firm. Another factor that we may consider is whether the Fund or its service providers (e.g., the investment adviser or sub-advisers) or its affiliates will make payments to us or our affiliates in connection with certain administrative, marketing, and support services, or whether affiliates of the Fund can provide marketing and distribution support for the sale of the Contracts. Accordingly, we may receive compensation from an investment adviser, distributor and/or affiliates(s) of one or more of the Funds based upon an annual percentage of the average assets we hold in the investment options. These amounts, which may vary by adviser, are intended to compensate us for administrative and other services we provide to the Funds and/or affiliate(s) and may be significant. In addition, the Company or the principal underwriter of the Contracts may receive 12b-1 fees (fees which may be levied against the total balance of a mutual fund’s assets and may be used to pay marketing and brokerage expenses of the Fund) deducted from certain Fund assets attributable to the Contract for providing distribution and shareholder support services to some investment options.

THE FIXED ACCOUNT

The Fixed Account is made up of all the general assets of the Company (referred to as the “general account”) other than those allocated to any separate account. Amounts you allocate to Guarantee Periods become part of the Fixed Account. These general account assets are available to support our insurance and annuity obligations other than those funded by the Variable Account. Any guarantees under the Contract that exceed your Variable Account Value, such as those with any optional living benefit and any death benefit, are paid from our general account (and not the Variable Account). Therefore, any amounts that we may be obligated to pay under the Contract in excess of Variable Account Value are subject to our financial strength and claims-paying ability and our long-term ability to make such payments. We issue other types of insurance policies and financial products as well, and we pay our obligations under those products from our assets in the general account. The general account is subject to claims of creditors made on the assets of the Company.

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We will invest the assets of the Fixed Account in those assets we choose that are allowed by applicable state insurance laws. In general, these laws permit investments, within specified limits and subject to certain qualifications, in federal, state and municipal obligations, corporate bonds, preferred and common stocks, real estate mortgages, real estate and certain other investments. We intend to invest primarily in investment-grade fixed income securities (i.e., rated by a nationally recognized rating service within the four highest grades) or instruments we believe are of comparable quality.

We are not obligated to invest amounts allocated to the Fixed Account according to any particular strategy, except as may be required by applicable state insurance laws. You will not have a direct or indirect interest in the Fixed Account investments.

THE FIXED ACCOUNT OPTIONS: THE GUARANTEE PERIODS

Guarantee Periods

You may elect one or more Guarantee Periods from those we make available from time to time. When available, we may offer Guarantee Periods of different durations; however, we may stop offering some or all Guarantee Periods at any time. Once we stop offering a Guarantee Period of a particular duration, allocations, transfers or renewals into that Guarantee Period will not be permitted. In addition, we reserve the right not to make any Guarantee Periods available. In such event, Guarantee Periods already in existence will be unaffected, although any renewals thereof will be made into the Money Market Sub-Account. We may choose to exercise this right before the Open Date or at some later time. At any time, we can reverse our decision to exercise this right.

Effective May 4, 2009, we stopped accepting any additional amounts for allocation to certain Guarantee Periods, regardless of when the Contract was issued. Under this change, all Guarantee Periods were closed to new amounts from:

• initial or subsequent Purchase Payments you may make, except for Purchase Payments that you allocate to our dollar-cost averaging program;

• transfers of Account Value into a Guarantee Period from any other Guarantee Period or Sub-Account;

• renewals at the end of an existing Guarantee Period; and

• any other source.

Any of your Account Value held in a Guarantee Period on May 4, 2009 was not immediately affected by our closing the Guarantee Periods to new amounts. However, at the end of such Guarantee Period, we automatically transfer all of your Account Value remaining therein to the Money Market Sub-Account, if you have not by that time requested that we transfer all of such amounts to any other Sub-Account(s).

Because we are not currently offering new Guarantee Periods in connection with our Secured Future Program, that program is no longer available to those who are not already participating in it. (See “Secured Future Program” under “Other Programs.”)

Guaranteed Interest Rates

We determine Guaranteed Interest Rates at our discretion. Our determination will be influenced by the interest rates we earn on our fixed income investments as well as other factors, including regulatory and tax requirements, sales commissions, administrative expenses, general economic trends and competitive factors. You can find out about our current Guaranteed Interest Rates by calling us at (877) 253-2323.

We may from time to time at our discretion offer special interest rates for new Purchase Payments that are higher than the rates we are then offering for renewals or transfers.

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Early Withdrawals

Early withdrawals from your allocation to a Guarantee Period, including cash withdrawals, transfers, and commencement of an annuity option, may be subject to a Market Value Adjustment, which could increase the value of your Account. (See “WITHDRAWALS, WITHDRAWAL CHARGES, AND MARKET VALUE ADJUSTMENT.”)

THE ACCUMULATION PHASE

During the Accumulation Phase of your Contract, you make Purchase Payments into your Account, and your earnings accumulate on a tax-deferred basis. The Accumulation Phase begins with our acceptance of your first Purchase Payment and ends the Business Day before your Annuity Commencement Date. The Accumulation Phase will end sooner if you surrender your Contract or if the “Covered Person” dies before the Annuity Commencement Date.

Issuing Your Contract

We “open” the Contract on the Business Day when we receive your Application at our Service Address. We refer to this date as the “Open Date.” We “issue” your Contract on the day we apply your initial Purchase Payment, when your Application is “in good order.” An Application is in good order when we have received all the information necessary to complete it. We refer to this date as the “Issue Date.”

We determine your eligibility for purchasing a Contract and your eligibility for electing the optional death benefit and the optional living benefit based upon the ages of all Owners and Annuitants on the Open Date.

We will credit your initial Purchase Payment to your Account within two Business Days of receiving your completed Application, in good order. If your Application is not in good order, we will notify you. If we do not have the necessary information to complete the Application within five Business Days, we will send your money back to you or ask your permission to retain your Purchase Payment until the Application is in good order. Once the Application is in good order , we will then apply the Purchase Payment within two Business Days.

Amount and Frequency of Purchase Payments

The amount of Purchase Payments may vary. However, we will not accept an initial Purchase Payment of less than $10,000 or the maximum annual Individual Retirement Annuity (“IRA”) contribution, unless we waive these limits. Although there is currently no minimum amount for additional Purchase Payments, we reserve the right to limit each additional Purchase Payment to at least $1,000. In addition, unless we have given our prior approval, we will not accept a Purchase Payment if your Account Value is over $2 million, or if the Purchase Payment would cause your Account Value to exceed $2 million. We reserve the right to refuse Purchase Payments received more than five years after your Issue Date or after your 70th birthday, whichever is later. We will notify you of any change in writing prior to its effectiveness. Within these limits, you may make Purchase Payments at any time during the Accumulation Phase. Additional restrictions may apply if you purchased an optional living benefit. If you are participating in an optional living benefit, you may be limited in the timing of additional Purchase Payments depending upon which optional living benefit you selected. (See “OPTIONAL LIVING BENEFIT - INCOME RISER” and Appendices  E - P.)

Allocation of Net Purchase Payments

You may allocate your Purchase Payments among the different Sub-Accounts and Guarantee Periods currently available. However, we reserve the right to limit any allocation to a Guarantee Period to at least $1,000. We will notify you of any change in writing prior to its effectiveness.

In your Application, you may specify the percentage of each Purchase Payment to be allocated to each Sub-Account or Guarantee Period. These percentages are called your allocation factors. You may change the allocation factors for future Purchase Payments by sending us notice of the change as required. We will use your new allocation factors for Purchase Payments we receive with or after we have received notice of the change until we receive another change notice.

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Although it is currently not our practice, we may deduct applicable premium taxes or similar taxes from your Purchase Payments. (See “Premium Taxes.”) In that case, we will credit your Net Purchase Payment, which is the Purchase Payment minus the amount of those taxes.

Your Account

When we accept your first Purchase Payment, we establish an Account for you, which we maintain throughout the Accumulation Phase of your Contract.

Your Account Value

Your Account Value is the sum of the value of the two components of your Contract: the Variable Account portion of your Contract (“Variable Account Value”) and the Fixed Account portion of your Contract (“Fixed Account Value”). These two components are calculated separately, as described under “Variable Account Value” and “Fixed Account Value.”

Variable Account Value

Variable Accumulation Units

In order to calculate your Variable Account Value, we use a measure called a Variable Accumulation Unit for each Sub-Account. Your Variable Account Value is the sum of your Account Value in each Sub-Account, which is the number of your Variable Accumulation Units for that Sub-Account times the value of each Unit.

Variable Accumulation Unit Value

The value of each Variable Accumulation Unit in a Sub-Account reflects the net investment performance of that Sub-Account. We determine that value once on each day that the New York Stock Exchange is open for trading, at the close of trading, which is generally 4:00 p.m., Eastern Time. (The close of trading is determined by the New York Stock Exchange.) Each day we make a valuation is called a “Business Day.” The period that begins at the time Variable Accumulation Units are valued on a Business Day and ends at that time on the next Business Day is called a “Valuation Period.” On days other than Business Days, the value of a Variable Accumulation Unit does not change.

To measure these values, we use a factor, which we call the Net Investment Factor, which represents the net return on the Sub-Account’s assets. At the end of any Valuation Period, the value of a Variable Accumulation Unit for a Sub-Account is equal to the value of that Sub-Account’s Variable Accumulation Units at the end of the previous Valuation Period, multiplied by the Net Investment Factor. We calculate the Net Investment Factor by dividing (1) the net asset value of a Fund share held in the Sub-Account at the end of that Valuation Period, plus the per share amount of any dividend or capital gains distribution made by that Fund during the Valuation Period, by (2) the net asset value per share of the Fund share at the end of the previous Valuation Period; then, for each day in the Valuation Period, we deduct a factor representing the asset-based insurance charges (the mortality and expense risk charge, the administrative expense charge, and the distribution fee) plus any applicable asset-based charge for certain optional benefits.

For a hypothetical example of how we calculate the value of a Variable Accumulation Unit, see the Statement of Additional Information.

Crediting and Canceling Variable Accumulation Units

When we receive an allocation to a Sub-Account, either from a Net Purchase Payment or a transfer of Account Value, we credit that amount to your Account in Variable Accumulation Units. Similarly, we cancel Variable Accumulation Units when you transfer or withdraw amounts from a Sub-Account, or when we deduct certain charges under the Contract. We determine the number of Units credited or canceled by dividing the dollar amount by the Variable Accumulation Unit value for that Sub-Account at the end of the Valuation Period during which the transaction or charge is effective.

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Fixed Account Value

Your Fixed Account Value is the sum of all amounts allocated to Guarantee Periods, either from Net Purchase Payments, transfers or renewals, plus interest credited on those amounts, and minus withdrawals, transfers out of Guarantee Periods, and any deductions for charges under the Contract taken from your Fixed Account Value.

A Guarantee Period begins the day we apply your allocation and ends when all calendar years (or months if the Guarantee Period is less than one year) in the Guarantee Period (measured from the end of the calendar month in which the amount was allocated to the Guarantee Period) have elapsed. The last day of the Guarantee Period is its Renewal Date.

Each additional Purchase Payment, transfer or renewal credited to your Fixed Account Value will result in a new Guarantee Period with its own Renewal Date. Amounts allocated at different times to Guarantee Periods of the same duration may have different Renewal Dates. Guarantee Periods may not always be available for allocation. (See “FIXED ACCOUNT OPTIONS: THE GUARANTEE PERIODS.”)

Crediting Interest

We credit interest on amounts allocated to a Guarantee Period at the applicable Guaranteed Interest Rate for the duration of the Guarantee Period. During the Guarantee Period, we credit interest daily at a rate that yields the Guaranteed Interest Rate on an annual effective basis. You can find out about our current Guaranteed Interest Rates by calling us at (877) 253-2323.

Guarantee Amounts

Each separate allocation you make to a Guarantee Period, together with interest credited thereon, is called a Guarantee Amount. Each Guarantee Amount is treated separately for purposes of determining the Market Value Adjustment. We may restrict a Guarantee Period that will extend beyond your Maximum Annuity Commencement Date. Renewals into a Guarantee Period that extends beyond your Maximum Annuity Commencement Date will result in an application of a Market Value Adjustment upon annuitization or withdrawals. We reserve the right to limit each new allocation to a Guarantee Period to at least $1,000.

Renewals

We will notify you in writing between 45 and 75 days before the Renewal Date for any Guarantee Amount. Renewals are only available if we are currently offering Fixed Account options on the Renewal Date. If you would like to change your Fixed Account option, we must receive from you prior to the Renewal Date:

• written notice from you electing a different Guarantee Period from among those we then offer, or

• written instructions to transfer the Guarantee Amount to one or more Sub-Accounts, in accordance with the transfer privilege provisions of the Contract. (See “Transfer Privilege.”)

If we receive no instructions from you prior to the Renewal Date, we will automatically renew your Fixed Account allocation into a new Guarantee Period of the same duration as the last Guarantee Period. If we are no longer offering a Guarantee Period of the same duration, we will automatically transfer your Fixed Account allocation into the Money Market Sub-Account.

A Guarantee Amount will not renew into a Guarantee Period that will extend beyond your Maximum Annuity Commencement Date. In that case, unless you notify us otherwise, we will automatically transfer your Guarantee Amount into the Money Market Sub-Account.

These automatic transfers of Fixed Account Value into the Money Market Sub-Account will not count as a transfer for purposes of the transfer restrictions described under “Transfer Privilege.”

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Early Withdrawals

If you withdraw, transfer, or annuitize an allocation from a Guarantee Period more than 30 days prior to the Renewal Date, we will apply a Market Value Adjustment to the transaction. This could result in an increase of your Account Value, depending on interest rates at the time. (See “WITHDRAWALS, WITHDRAWAL CHARGES, AND MARKET VALUE ADJUSTMENT.”)

Transfer Privilege

Permitted Transfers

During the Accumulation Phase, you may transfer all or part of your Account Value to one or more Sub-Accounts or Guarantee Periods then available, subject to the following restrictions:

• you may not make more than 12 transfers in any Account Year;

• the amount transferred from a Guarantee Period must be the entire Guarantee Amount, except for transfers of interest credited during the current Account Year;

• at least 30 days must elapse between transfers to and from Guarantee Periods;

• at least 6 days must elapse between transfers to and from the Sub-Accounts;

• transfers to or from Sub-Accounts are subject to terms and conditions that may be imposed by the Funds; and

• we impose additional restrictions on market timers, which are further described below. (See “Short-Term Trading.”)

These restrictions do not apply to transfers made under any optional program. (See “Other Programs.”) Additional restrictions apply to transfers made under any of the optional living benefits.

We reserve the right to waive these restrictions and exceptions at any time, as discussed under “Short-Term Trading,” or to change them. Any change will be applied uniformly. We will notify you of any change prior to its effectiveness.

There is usually no charge imposed on transfers; however, we reserve the right to impose a transfer charge of $15 for each transfer. We will notify you of any change in writing prior to its effectiveness. Transfers out of a Guarantee Period more than 30 days before the Renewal Date or any time after the Renewal Date will be subject to the Market Value Adjustment described under “WITHDRAWALS, WITHDRAWAL CHARGES, AND MARKET VALUE ADJUSTMENT.” Under current law, there is no tax liability for transfers.

Requests for Transfers

You, your authorized registered representative of the broker-dealer of record, or another authorized third party may request transfers in writing or by telephone. Registered representatives of broker-dealer firms that have entered into selling agreements with us may, on behalf of their clients, submit transfer requests electronically over the Internet on our website. To use this electronic transfer service, a registered representative must agree to our online terms of use. You can contact us by telephone at (877) 253-2323 to identify broker-dealers with registered representatives that use this service.

If a written, telephone, or electronic transfer request as described above is received in good order before the earlier of (a) 4:00 p.m. Eastern Time on a Business Day, or (b) the close of the New York Stock Exchange on days that the Stock Exchange closes before 4:00 p.m., the transfer will be priced that day. The telephone transfer privilege is available automatically during regular business hours before 4:00 p.m. Eastern Time, and does not require your written election. We have established procedures reasonably designed to confirm that instructions communicated to us by telephone or electronically are genuine. These procedures may require any person requesting a transfer made by telephone or electronically to provide personal identifying information. We will not be liable for following instructions communicated by telephone that we reasonably believe are genuine.

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We reserve the right to deny any and all transfer requests made by telephone or electronically and to require that certain transfer requests be submitted in writing. A transfer request may be denied if it is not in good order or if it does not comply with the terms of our short-term trading policy or the trading policy of a fund involved in the transfer. If an electronic or a telephone transfer request is denied, we will immediately notify you and your authorized registered representative.

We also reserve the right to suspend, modify, restrict, or terminate the telephone or electronic transfer privilege at any time. Your ability (or the ability of your authorized registered representative or another authorized third party) to request transfers by telephone and/or electronically may also be limited due to circumstances beyond our control, such as during system outages or periods of high volume.

A transfer request will be priced at the Variable Accumulation Unit value next determined at the close of the Business Day if we receive your transfer request, in good order, before the earlier of (a) 4:00 p.m. Eastern Time on a Business Day, or (b) the close of the New York Stock Exchange on days that the Stock Exchange closes before 4:00 p.m. Otherwise, the transfer request will be priced on the next Business Day.

Certain transfer requests may result in the modification or cancellation of one or more of the Contract’s optional programs or features that require, or are based on, specific allocations among the available Sub-Accounts or Guarantee Periods as described more particularly elsewhere in this Prospectus (and in the Appendices hereto).

No more than one transfer request of Account Values may be made on the same Business Day regardless of whether the request is made by you, your authorized registered representative, or another authorized third party, and regardless of whether the request is submitted in writing, by telephone, or electronically. The Company has established reasonable procedures for handling multiple transfer requests received on the same Business Day, including processing the first transfer request received in good order on a Business Day (unless otherwise cancelled in accordance with the cancellation procedures described in the next paragraph).

You, your authorized registered representative, or another authorized third party may cancel a transfer request by contacting us by telephone at (877) 253-2323 before the end of the Business Day during which the transfer request was submitted. We may also permit your authorized registered representative to request cancellation of a transfer request electronically over the Internet, provided we receive the electronic request before the end of the Business Day during which the transfer request was submitted.

Short-Term Trading

The Contracts are not designed for short-term trading. If you wish to employ such strategies, do not purchase a Contract. Transfer limits and other restrictions, described below, are subject to our ability to monitor transfer activity. Some Participants and their third party intermediaries engaging in short-term trading may employ a variety of strategies to avoid detection. Despite our efforts to prevent short-term trading, there is no assurance that we will be able to identify such Participants or intermediaries or curtail their trading. A failure to detect and curtail short-term trading could result in adverse consequences to the Participants. Short-term trading can increase costs for all Participants as a result of excessive portfolio transaction fees. In addition, short-term trading can adversely affect a Fund’s performance. If large amounts of money are suddenly transferred out of a Fund, the Fund’s investment adviser cannot effectively invest in accordance with the Fund’s investment objectives and policies.

The Company has policies and procedures to limit the number and frequency of transfers of Account Value. The Company also reserves the right to charge a fee for transfers to discourage frequent trading. In no event will the total charge assessed in connection with a transfer, that includes this fee as well as any charge that we may assess on a permitted transfer of Account Value among Sub-Accounts (see “Permitted Transfers,” above), exceed the maximum fee per transfer presented in the table of “Contract Owner Transaction Expenses” under “FEES AND EXPENSES” in this Prospectus.

Short-term trading activities whether by the Participant or a third party authorized to initiate transfer requests on behalf of Participant(s) may be subject to other restrictions as well. For example, we reserve the right to take actions against

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short-term trading which restrict your transfer privileges (including transfers to and from the Fixed Account) more narrowly than the policies described under “Permitted Transfers,” such as requiring transfer requests to be submitted in writing through regular first-class U.S. mail (e.g., no overnight, priority or courier delivery allowed) and refusing any and all transfer instructions.

If we determine that a third party acting on your behalf is engaging (alone or in combination with transfers effected by you directly) in a pattern of short-term trading, we may refuse to process certain transfers requested by such a third party. We impose additional administrative restrictions on third parties that engage in transfers of Account Values on behalf of multiple Participants at one time. Specifically, we limit the form of such large group transfers to fax or mail delivery only, require the third party to provide us with advance notice of any possible large group transfer so that we can have additional staff ready to process the request, and require that the amount transferred out of a Sub-Account for each Participant be equal to 100% of that Participant’s value in the Sub-Account. In the last situation, we will not transfer any of the Sub-Account value. Instead, we will deem the request not in good order and immediately notify you.

We will provide you written notification of any restrictions imposed.

We reserve the right to waive short-term trading restrictions, where permitted by law and not adverse to the interests of the relevant underlying Fund, in the following instances:

• when a new broker of record is designated for the Contract;

• when the Participant changes;

• when control of the Contract passes to the designated beneficiary upon the death of the Participant or Annuitant;

• when necessary in our view to avoid hardship to a Participant; or

• when underlying Funds are dissolved, merged, or substituted.

If short-term trading results as a consequence of waiving the restrictions against short-term trading, it could expose Participants to certain risks. The short-term trading could increase costs for all Participants as a result of excessive portfolio transaction fees. In addition, the short-term trading could adversely affect a Fund’s performance. If large amounts of money are suddenly transferred out of a Fund, the Fund’s investment adviser cannot effectively invest in accordance with the Fund’s investment objectives and policies. We uniformly apply the short-term trading policy and the permitted waivers of that policy to all Contracts. If we did not do so, some Participants could experience a different application of the policy and therefore may be treated unfairly. Too much discretion on our part in allowing the waivers of short-term trading policy could result in an unequal treatment of short-term traders by permitting some short-term traders to engage in short-term trading while prohibiting others from doing the same.

Funds’ Trading Policies

In addition to the restrictions that we impose (as described under “Permitted Transfers” and “Short-Term Trading”), most of the Funds have adopted restrictions or other policies about transfers or other purchases and sales of the Fund’s shares. These policies (the “Funds’ Trading Policies”) are intended to protect the Fund from short-term trading or other trading practices that are potentially harmful to the Fund. The Funds’ Trading Policies may be more restrictive in some respects than the restrictions that we otherwise would impose, and the Funds may modify their trading policies from time to time.

We are legally obligated to provide (at the Funds’ request) information about each amount you cause to be deposited into a Fund (including by way of Purchase Payments and transfers under your Contract) or removed from the Fund (including by way of withdrawals and transfers under your Contract). If a Fund identifies you as having violated the Fund’s Trading Policies, we are obligated, if the Fund requests, to restrict or prohibit any further deposits or exchanges by you (or a third party acting on your behalf) in respect of that Fund. Any such restriction or prohibition may remain in place indefinitely.

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Accordingly, if you do not comply with any Fund’s Trading Policies, you (or a third party acting on your behalf) may be prohibited from directing any additional amounts into that Fund or directing any transfers or other exchanges involving that Fund. You should review and comply with each Fund’s Trading Policies, which are generally disclosed in the Funds’ current prospectuses.

Funds may differ significantly as to such matters as: (a) the amount, format, and frequency of information that the Funds request from us about transactions that our customers make; and (b) the extent and nature of any limits or restrictions that the Funds request us to impose upon such transactions. As a result of these differences, the costs borne by us and (directly or indirectly) by our customers may be significantly increased. Any such additional costs may outweigh any additional protection that would be provided to our customers, particularly in view of the protections already afforded by the trading restrictions that we impose as described under “Permitted Transfers” and under “Short-Term Trading.” Also, if a Fund imposes more strict trading restrictions than are reasonably necessary under the circumstances, you could be deprived of potentially valuable flexibility to make transactions with respect to that Fund. For these and other reasons, we may disagree with the timing or substance of a Fund’s requests for information from us or with any transaction limits or restrictions that the Fund requests us to impose upon our customers. If any such disagreement with respect to a Fund cannot be satisfactorily resolved, the Fund might be restricted or, subject to obtaining any required regulatory approval, replaced as a variable investment option.

Waivers; Reduced Charges; Credits; Special Guaranteed Interest Rates

In certain situations, we may reduce or waive the withdrawal charge or the annual Account Fee, credit additional amounts, grant special Guaranteed Interest Rates, or offer other options or benefits. These situations may include sales of Contracts (1) where selling and/or maintenance costs associated with the Contracts are reduced, such as the sale of several Contracts to the same Participant, certain sales of larger-sized Contracts (generally, Contracts that have our approval to exceed $2 million in Account Value), and certain group sales, and (2) to officers, directors and employees of the Company or its affiliates, registered representatives and employees of broker-dealers with a current selling agreement with the Company and affiliates of such representatives and broker-dealers, employees of affiliated asset management firms, and persons who have retired from such positions (“Eligible Employees”) and immediate family members of Eligible Employees. Eligible Employees and their immediate family members may also purchase a Contract without regard to minimum Purchase Payment requirements. For other situations in which withdrawal charges may be waived, see “WITHDRAWALS, WITHDRAWAL CHARGES, AND MARKET VALUE ADJUSTMENT.”

If your Purchase Payments or Account Value exceeds $1 million on your Account Anniversary, an amount equal to 0.15% of your Account Value will be credited to your Account on that date and on every subsequent Account Anniversary during the Accumulation Phase. This credit will be allocated to the Sub-Accounts in proportion to your Account Value in those Sub-Accounts. It also immediately increases your Account Value and, as a result, other values may be affected. For example:

• An increase in your Account Value may also result in your Account Value becoming the greatest amount payable under the basic death benefit.

• If you are participating in an optional living benefit, the increase in your Account Value may cause a step-up of your Withdrawal Benefit Base.

This credit is paid out of our general account and is the result of cost savings that we expect on Contracts over $1 million.

Other Programs

You may participate in any of the following optional programs free of charge. Transfers made pursuant to the provisions of the following optional programs will not be charged a transfer fee, nor will such transfers count as one of the 12 transfers per year allowed under the section entitled “Transfer Privilege.” If you have elected to participate in an optional living benefit, certain restrictions may affect the operation or availability of these programs as discussed in more detail under each specific program below. You may terminate your participation in any of these programs at any time.

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Dollar-Cost Averaging (“DCA”) Program

You may elect to participate in the DCA program, at no extra charge, when you make any Purchase Payment to your Account prior to your Maximum Annuity Commencement Date. If you have elected an optional living benefit, your ability to make Purchase Payments into the DCA program may be limited. Please see “OPTIONAL LIVING BENEFIT - INCOME RISER” and Appendices E - P.

The DCA program allows you to invest gradually over time by allocating all or a portion of your Purchase Payment to a designated Sub-Account or to a Guarantee Period we make available in connection with the program. (We reserve the right to limit minimum investments to at least $1,000.) At regular time intervals, we will automatically transfer the same amount to one or more Sub-Accounts that you choose. The program continues until your Account Value allocated to the program is depleted or you elect to stop the program. The final amount transferred from the Fixed Account will include all interest earned.

Amounts allocated to the Fixed Account under the program will earn interest at a rate declared by the Company for the Guarantee Period you select. Amounts invested in a Sub-Account may not be transferred to a Guarantee Period made available in connection with this program. If you elected to participate in the DCA program when you purchased your Contract, then all future Purchase Payments will be allocated to the DCA program, unless you specify otherwise.

No Market Value Adjustment will apply to amounts automatically transferred from the Fixed Account under the DCA program. However, if you discontinue or alter the program prior to completion, amounts remaining in the Fixed Account will be transferred to the Money Market Sub-Account, unless you instruct us otherwise, and the Market Value Adjustment will be applied. Any allocation of a new Purchase Payment to the program will be treated as commencing a new DCA program and may be subject to the $1,000 minimum investment limit.

The main objective of the DCA program is to minimize the impact of short-term price fluctuations on Account Value. In general, since you transfer the same dollar amount to the variable investment options at set intervals, the DCA program allows you to purchase more Variable Accumulation Units (and, indirectly, more Fund shares) when prices are low and fewer Variable Accumulation Units (and, indirectly, fewer Fund shares) when prices are high. Therefore, you may achieve a lower average cost per Variable Accumulation Unit over the long term. The DCA program allows you to take advantage of market fluctuations. However, it is important to understand that the DCA program does not insure a profit or protect against loss in a declining market. We do not allow transfers into any of the Guarantee Periods pursuant to the DCA program.

Asset Allocation

One or more asset allocation models may be available in connection with the Contract, at no extra charge. You may elect to participate in an asset allocation model at any time prior to your Maximum Annuity Commencement Date as long as we are still offering asset allocation models. Asset allocation is the process of investing in different asset classes, such as equity funds, fixed income funds, and money market funds, depending on your personal investment goals, tolerance for risk, and investment time horizon. By spreading your money among a variety of asset classes, you may be able to reduce the risk and volatility of investing, although there are no guarantees, and asset allocation does not insure a profit or protect against loss in a declining market.

We have no discretionary authority or control over your investment decisions. We do not recommend asset allocation models or otherwise provide advice as to what asset allocation model may be appropriate for you.

Our asset allocation program consists of one or more asset allocation models that we may make available from time to time. You may participate in only one model at a time. Each such asset allocation model represents a combination of Sub-Accounts with a different level of risk. Any asset allocation models, as well as the terms and conditions of this asset allocation program, are fully described in a separate brochure. You may request a copy of this brochure by calling us at (877) 253-2323. We may add or delete such models in the future.

Our asset allocation models are “static.” That is to say, if you elect an asset allocation model, we automatically rebalance your Account Value among the Sub-Accounts represented in the model you chose. While we will not alter

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the Sub-Account allocation percentages used in any asset allocation model, your asset allocation model and allocation weightings could be affected by mergers, liquidations, fund substitutions, or closures.

You will not be provided with information regarding the periodic updates to models that we may offer to new Contract purchasers. Any new models will only be offered to Contracts opened on or after the date the new model goes into effect or to Contract Owners who elect an asset allocation model on or after that date. Contract Owners who have elected an existing asset allocation model will remain in that existing model and we will continue to rebalance their percentage allocations among the Sub-Accounts in that existing model. However, such Contract Owners may make an independent decision to change their asset allocations at any time. Investment alternatives, other than these asset allocation models, are available that may enable you to invest your Account Value with similar risk and return characteristics. You should consult your financial adviser periodically to consider whether any model you have selected is still appropriate for you.

Systematic Withdrawal and Interest Out Programs

You may select our Systematic Withdrawal Program or our Interest Out Program at any time prior to your Maximum Annuity Commencement Date. Under the Systematic Withdrawal Program, you determine the amount and frequency of regular withdrawals you would like to receive from your Fixed Account Value and/or Variable Account Value and we will process them automatically. Under the Interest Out Program, we automatically pay you, or reinvest, interest credited for all Guarantee Periods you have chosen. The withdrawals under these programs may be subject to surrender charges and a Market Value Adjustment. They may also be included as income and subject to a 10% federal tax penalty. You should consult a qualified tax professional before choosing these options. We reserve the right to limit the election of either of these programs to Contracts with a minimum Account Value of $10,000.

You are responsible for and may have to adjust the amount and timing of your systematic withdrawals to comply with amounts you are allowed to withdraw under an optional living benefit. (See “OPTIONAL LIVING BENEFIT - INCOME RISER” and Appendices E - P.) Withdrawals may significantly reduce the death benefit amount under your Contract. (See “Calculating the Death Benefit.”)

You may change or stop either program at any time, by written notice to us or other means approved by us.

Portfolio Rebalancing Program

You may select our Portfolio Rebalancing Program at any time prior to your Maximum Annuity Commencement Date. Under this program, we transfer funds among all Sub-Accounts to maintain the percentage allocation you have selected among these Sub-Accounts. At your election, we will make these transfers on a quarterly, semi-annual or annual basis. If you are participating in an optional living benefit, then, on a quarterly basis, we will automatically transfer your Account Value among the Designated Funds you have selected to maintain the percentage allocations you have chosen. (See “DESIGNATED FUNDS” and “BUILD YOUR OWN PORTFOLIO.”) No transfers to or from any Guarantee Period are permitted while this program is in effect.

Secured Future Program

You may only elect to participate in the Secured Future Program on or before your Issue Date. We divide your initial Purchase Payment between the Fixed Account and the Variable Account. For the Fixed Account portion, you choose a Guarantee Period from among those we offer. We then allocate to that Guarantee Period the portion of your Purchase Payment necessary so that, at the end of the Guarantee Period, your Fixed Account allocation, including interest, will equal the entire amount of your original Purchase Payment, less the amount of any Contract charges that have been deducted from the Fixed Account. The remainder of the initial Purchase Payment will be invested in the Sub-Accounts of your choice. At the end of the Guarantee Period, you will be guaranteed the amount of your original Purchase Payment (assuming no withdrawals or transfers), plus you will have the benefit, if any, of the investment performance of the Sub-Accounts you have chosen. Your Secured Future Program terminates at the end of the Guarantee Period and is not renewable into a new Guarantee Period. The Secured Future Program is not available when Guarantee Periods are not being offered. (See “THE FIXED ACCOUNT OPTIONS: THE GUARANTEE PERIODS.”)

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Travel Assistance Program

On January 11, 2010, we exercised our right to discontinue offering this program to new Contract purchasers. We sent Owners written notice of our decision to discontinue offering the program. If your Contract had an Open Date before January 11, 2010, you were automatically enrolled in this program on your Open Date, if it had been approved in your state and by the firm through whom you purchased your Contract, unless you instructed us otherwise. The program will remain in effect for you, unless your Contract terminates, you change ownership of your Contract, or you instruct us to cancel your participation in the program. There is no charge for this program.

This program may provide some or all of the following services, provided by a third party we designate, when the person covered is 100 miles or more away from home:

• Referral to an English-speaking doctor or hospital for medical consultation and evaluation

• Hospital admission guarantee, assuming the covered person has applicable health coverage

• Emergency evacuation, if necessary

• Critical care monitoring of attending doctor/hospital

• Medically supervised repatriation, if the person covered requires assistance returning home after hospitalization

• Assistance in filling prescriptions, if required

• Receipt and transmission of necessary emergency messages

• Telephone counseling and referrals if the person covered experiences emotional trauma

• Transportation to join a covered person who was traveling alone and will be hospitalized more than seven days

• Transportation home for minor children left unattended by the covered person’s illness or injury

• Legal and interpreter referrals

• Return of mortal remains

The “person covered” is:

• The Owner as identified in the Contract, if the Contract is owned by one or more individuals; or

• The Annuitant as identified in the Contract, if the Contract is owned by a non-natural entity.

WITHDRAWALS, WITHDRAWAL CHARGES, AND MARKET VALUE ADJUSTMENT

Cash Withdrawals

Requesting a Withdrawal

At any time during the Accumulation Phase, you may withdraw in cash all or any portion of your Account Value. To make a withdrawal, other than a Systematic Withdrawal, you must send us a written request at our Service Address. Your request must specify whether you want to withdraw the entire amount of your Account or, if less, the amount you wish to receive.

All withdrawals may be subject to a withdrawal charge. (See “Withdrawal Charge.”) Withdrawals from your Fixed Account Value also may be subject to a Market Value Adjustment. (See “Market Value Adjustment.”) Upon request, we will notify you of the amount we would pay in the event of a full withdrawal. Withdrawals also may have adverse federal income tax consequences including a 10% penalty tax. (See “TAX PROVISIONS.”) You should carefully consider these tax consequences before requesting a cash withdrawal.

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Full Withdrawals

If you request a full withdrawal, we calculate the amount we will pay you as follows:

• first we determine your Account Value based on any Fixed Account Value and on the price next determined for each Sub-Account at the end of the Valuation Period during which we receive your withdrawal request;

• we then deduct the Account Fee, if applicable;

• we calculate and then add the amount of any Market Value Adjustment applicable to your Fixed Account Value; and finally,

• we calculate and deduct any applicable withdrawal charge.

A full withdrawal results in the surrender of your Contract, cancellation of all rights and privileges under your Contract, and your optional living benefit will end.

Partial Withdrawals

When you request a partial withdrawal, you can ask to have any applicable charges deducted either from:

• the amount of your partial withdrawal request (thereby reducing the amount you are to receive); or

• your Account Value (thereby reducing your Account Value by the amount of your partial withdrawal request plus any applicable withdrawal charges).

If you make no specification, we will process your withdrawal request using the first option above. Please note: Under either option any applicable taxes will be deducted from the amount you receive.

You may specify the amount you want withdrawn from each Sub-Account and/or Guarantee Amount to which your Account is allocated. If you do not so specify, we will deduct the total amount you request pro-rata, based on your Account Value at the end of the Valuation Period during which we receive your request. If you have elected “Build Your Own Portfolio,” withdrawals out of your portfolio model will be taken pro-rata from each of your selected Funds.

Withdrawals may significantly reduce any death benefit and/or living benefit amount. In calculating the amount payable under the living benefit or death benefit, we may reduce the benefit by an amount that is greater than the amount of the withdrawal, depending on the circumstances. Accordingly, you should refer to the more detailed discussions of the optional living benefits and the death benefits that appear elsewhere in this Prospectus (and in the Appendices hereto) for information about the effects that withdrawals will have on those benefits.

If you request a partial withdrawal that would result in your Account Value being reduced to an amount less than the Account Fee for the Account Year in which you make the withdrawal, we reserve the right to treat it as a request for a full withdrawal (i.e., a surrender of your Contract).

Time of Payment

We will pay you the applicable amount of any full or partial withdrawal within seven days after we receive your withdrawal request, in good order, except in cases where we are permitted, and choose, to defer payment under the Investment Company Act of 1940 and applicable state insurance law. Currently, we may defer payment of amounts you withdraw from the Variable Account only for the following periods:

• when the New York Stock Exchange is closed (except weekends and holidays) or when the SEC determines trading on the New York Stock Exchange is restricted;

• when the SEC determines that an emergency exists and that it is not reasonably practical (i) to dispose of securities held in the Variable Account or (ii) to determine the value of the net assets of the Variable Account;

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• when an SEC order permits us to defer payment for the protection of Participants; or

• when mandated by applicable law.

If, pursuant to SEC rules, a government money market fund suspends payment of redemption proceeds in connection with a liquidation of the Fund, we will delay payment of any transfer, partial withdrawal, surrender, loan, or death benefit from the corresponding Sub-Account until the Fund is liquidated. We also may defer payment of amounts you withdraw from the Fixed Account for up to six months from the date we receive your withdrawal request. We do not pay interest on the amount of any payments we defer.

If mandated under applicable law, we may be required to reject a Purchase Payment and/or block a Contract Owner’s account and thereby refuse to pay any request for transfers, withdrawals, surrenders or death benefits until instructions are received from the appropriate regulators. We may also be required to provide additional information about you or your account to governmental regulators.

Withdrawal Restrictions for Qualified Plans

If your Contract is a Qualified Contract, you should carefully check the terms of your retirement plan for limitations and restrictions on cash withdrawals.

Special restrictions apply to withdrawals from Contracts used for Section 403(b) annuities. (See “Tax-Sheltered Annuities” under “TAX PROVISIONS.”)

Withdrawal Charge

We do not deduct any sales charge from your Purchase Payments when they are made. However, we may impose a withdrawal charge (known as a “contingent deferred sales charge”) on certain amounts you withdraw. We impose this charge primarily to defray some of our expenses related to the sale of the Contracts, such as commissions we pay to agents, the cost of sales literature, and other promotional costs and transaction expenses.

Free Withdrawal Amount

In each Account Year you may withdraw a portion of your Account Value, which we call the “free withdrawal amount,” before incurring the withdrawal charge.

The “free withdrawal amount” is equal to 10% of the amount of all Purchase Payments you have made minus all withdrawals that were not subject to withdrawal charges taken during the current Account Year. The amount of your withdrawal, if any, that exceeds the total of the free withdrawal amount is subject to the withdrawal charge. In no event will a withdrawal charge be based on an amount more than the total Purchase Payments not previously withdrawn. After the fourth Account Anniversary, any amount you withdraw is free of withdrawal charges.

The “free withdrawal amount” that you do not use in an Account Year is not cumulative. In other words, it will not be carried forward or available for use in future Account Years.

For an example of how we calculate the “free withdrawal amount,” see “APPENDIX B - WITHDRAWALS, WITHDRAWAL CHARGES, & MARKET VALUE ADJUSTMENT.”

Order of Withdrawal

Each time you make a withdrawal, we consider the free withdrawal amount to be withdrawn first. If the amount you withdraw is in excess of your free withdrawal amount, then that excess may be subject to a withdrawal charge. We will withdraw the excess, in order, from your oldest remaining Purchase Payment to your most recent Purchase Payment. Each time you make a withdrawal, we will follow this procedure until all of your Purchase Payments have been withdrawn. Once all Purchase Payments are withdrawn, the balance withdrawn (which would include the

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0.15% credit described under “Mortality and Expense Risk Charge”) is not subject to a withdrawal charge. After the fourth Account Anniversary, amounts withdrawn are not subject to withdrawal charges.

Calculation of Withdrawal Charge

We calculate the amount of the withdrawal charge by multiplying the amount you withdraw by a percentage. As set forth below, the percentage decreases according to the number of complete Account Years since your Issue Date. After your fourth Account Anniversary, any amount you withdraw is free of withdrawal charges. The withdrawal charge scale is as follows:

Number of Account Years Since Your Issue Date	Withdrawal Charge
0 - 1	8%
1 - 2	8%
2 - 3	7%
3 - 4	6%
4 or more	0%

The withdrawal charge will never be greater than 8% of an amount equal to your Account Value minus your “free withdrawal amount.” You may want to consider deferring a withdrawal because withdrawal charges decline the longer your Contract is in effect.

For a Group Contract, we may modify the withdrawal charges and limits, upon notice to the Owner of the Group Contract. However, any modification will apply only to Accounts established after the date of the modification.

For additional examples of how we calculate withdrawal charges, see “APPENDIX B - WITHDRAWALS, WITHDRAWAL CHARGES, & MARKET VALUE ADJUSTMENT.”

Types of Withdrawals not Subject to Withdrawal Charge

Nursing Home Waiver

We will waive the withdrawal charge for a full withdrawal if:

• the nursing home waiver is approved in the state of issue;

• at least one year has passed since your Issue Date;

• you are confined to an eligible nursing home and have been confined there for at least the preceding 180 days, or any shorter period required by your state; and

• your confinement to an eligible nursing home began after your Issue Date.

An “eligible nursing home” means a licensed hospital or licensed skilled or intermediate care nursing facility at which medical treatment is available on a daily basis and daily medical records are kept for each patient. You must provide us with evidence of confinement in the form we determine. To find out where the nursing home waiver is approved, you can call us at (877) 253-2323.

Minimum Distributions

For each Qualified Contract, the free withdrawal amount in any Account Year will be the greater of the free withdrawal amount described above or any amounts required to be withdrawn to comply with the minimum distribution requirement of the Internal Revenue Code. This waiver of the withdrawal charge applies only to the portion of the required minimum distribution attributable to that Qualified Contract.

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Other Withdrawals

We do not impose withdrawal charges:

• when you annuitize your Contract;

• on amounts we pay as a death benefit, except under the Cash Surrender method;

• on amounts you transfer among the Sub-Accounts, between the Sub-Accounts and the Fixed Account, or within the Fixed Account; or

• on any amounts transferred as part of an optional program. (See “Other Programs.”)

Market Value Adjustment

Market Value Adjustments only apply to Contracts investing in the Fixed Account and are only applicable to Contracts that have allocated money to the Fixed Account Guarantee Period options that we make available from time to time.

If permitted under the laws of your state, we will apply a Market Value Adjustment if you withdraw or transfer amounts from your Fixed Account Value more than 30 days before the end of the applicable Guarantee Period. For this purpose, using Fixed Account Value to provide an annuity is considered a withdrawal, and the Market Value Adjustment will apply. However, we will not apply the Market Value Adjustment to automatic transfers to a Sub-Account from a Guarantee Period as part of our dollar-cost averaging program.

We apply the Market Value Adjustment separately to each Guarantee Amount in the Fixed Account, that is, to each separate allocation you have made to a Guarantee Period together with interest credited on that allocation. However, we do not apply the adjustment to the amount of interest credited during your current Account Year. Any withdrawal from a Guarantee Amount is attributed first to such interest.

A Market Value Adjustment may increase or have no effect on your Account Value. This will depend on changes in interest rates since you made your allocation to the Guarantee Period and the length of time remaining in the Guarantee Period. In general, if the Guaranteed Interest Rate we currently declare for Guarantee Periods equal in duration to the number of complete years remaining in your Guarantee Period (or your entire Guarantee Period for Guarantee Periods of less than one year) is lower than your Guaranteed Interest Rate, the Market Value Adjustment is likely increase your Account Value.

Effective March 19, 2012, we have amended your Contract or Certificate by limiting (i.e., putting a “floor” on) any downward Market Value Adjustment that might be applied after March 19, 2012, to withdrawals or transfers out of a Guarantee Period. The “floor” ensures that, if you withdraw or transfer money from your Fixed Account Value more than 30 days before the end of the applicable Guarantee Period, we will not apply a Market Value Adjustment that would reduce the amount withdrawn before the deduction of any applicable Contract charges. We will, however, continue to apply any positive Market Value Adjustment that would increase the amount withdrawn.

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We determine the amount of the Market Value Adjustment by multiplying the amount that is subject to the adjustment by the following formula:

(	1 + I	)	N/12	-	1
	1 + J + b

where:
	I	is the Guaranteed Interest Rate applicable to the Guarantee Amount from which you withdraw, transfer or annuitize;
	J	is the Guaranteed Interest Rate we declare at the time of your withdrawal, transfer or annuitization for Guarantee Periods equal to the length of time remaining in the Guarantee Period applicable to your Guarantee Amount, rounded to the next higher number of complete years, for Guarantee Periods of one year or more. For any Guarantee Periods of less than one year, J is the Guaranteed Interest Rate we declare at the time of your withdrawal, transfer or annuitization for a Guarantee Period of the same length as your Guarantee Period. If, at that time, we do not offer the applicable Guarantee Period we will use an interest rate determined by straight-line interpolation of the Guaranteed Interest Rates for the Guarantee Periods we do offer;
	N	is the number of complete months remaining in your Guarantee Period; and
	b	is a factor that currently is 0%, but that in the future we may increase to up to 0.25%. Any increase would be applicable only to Participants who purchase their Contracts after the date of that increase. The “b” factor is the amount that will be used to cover market volatility (i.e., credit risk), basis risk, and/or liquidity costs.

We will apply the Market Value Adjustment to the amount being withdrawn after deduction of any Account Fee, if applicable, but before we impose any withdrawal charge on the amount withdrawn.

For examples of how we calculate the Market Value Adjustment, see “APPENDIX B - WITHDRAWALS, WITHDRAWAL CHARGES, & MARKET VALUE ADJUSTMENT.”

CONTRACT CHARGES

Account Fee

During the Accumulation Phase of your Contract, we will deduct from your Account an annual Account Fee of $50 to help cover the administrative expenses we incur related to the issuance of Contracts and the maintenance of Accounts. We deduct the Account Fee on each Account Anniversary. We deduct the Account Fee pro-rata from each Sub-Account and each Guarantee Period, based on the allocation of your Account Value on your Account Anniversary.

We will not charge the Account Fee if:

• your Account Value has been allocated only to the Fixed Account during the applicable Account Year; or

• your Account Value is $100,000 or more on your Account Anniversary.

If you make a full withdrawal of your Account, we will deduct the full amount of the Account Fee at the time of the withdrawal. In addition, on the Annuity Commencement Date we will deduct a pro-rata portion of the Account Fee to reflect the time elapsed between the last Account Anniversary and the day before the Annuity Commencement Date.

After the Annuity Commencement Date, we will deduct an annual Account Fee of $50 in the aggregate in equal amounts from each Variable Annuity payment we make during the year. We do not deduct any Account Fee from Fixed Annuity payments.

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Administrative Expense Charge and Distribution Fee

We deduct an administrative expense charge from the assets of the Variable Account during both the Accumulation Phase and the Income Phase. During the Accumulation Phase, this charge is deducted at an annual effective rate equal to 0.15% of your average daily Variable Account Value. During the Income Phase, this charge is included as part of the total insurance charges deducted from Annuity Unit values. This charge is designed to reimburse us for expenses we incur in administering the Contracts, Participant Accounts and the Variable Account that are not covered by the annual Account Fee.

We also deduct a distribution fee from the assets of the Variable Account during both the Accumulation Phase and the Income Phase. During the Accumulation Phase, this charge is deducted at an annual effective rate equal to 0.20% of your average daily Variable Account Value. During the Income Phase, this fee is included as part of the total insurance charges deducted from Annuity Unit values. This fee is designed to reimburse us for the expenses associated with distributing and issuing the Contracts.

Depending on the amount of expenses that we incur, we expect that we may earn a profit from these charges. If so, we may use the profit for any proper corporate purpose, including paying any other expenses in connection with the Contracts or adding to our corporate surplus.

Mortality and Expense Risk Charge

During the Accumulation Phase, we deduct a mortality and expense risk charge from the assets of the Variable Account at an effective annual rate equal to 1.30% of your average daily Variable Account Value.

We assume numerous mortality and expense risks under the Contracts. These risks include, but are not limited to: (1) the risk that arises from our contractual obligation to continue to make annuity payments to each Annuitant, regardless of how long the Annuitant lives and regardless of how long all Annuitants as a group live; (2) the risk that arises from our contractual obligation to pay a death benefit upon the death of the Participant prior to the Annuity Commencement Date, including in cases where the death benefit is greater than a Contract’s Account Value; (3) the risk that our cost of providing benefits according to the terms of any optional death benefits and any optional living benefits will exceed the amount of the charges we deduct for those optional benefits; and (4) the risk that the annual Account Fee, the administrative expense charge, and the distribution fee we assess under the Contract may be insufficient to cover the actual total administrative expenses we incur. If the amount of the charge is insufficient to cover our costs resulting from these and other mortality and expense risks, we will bear the loss. If, as we expect, the amount of the charge is more than sufficient to cover such costs, we will make a profit on the charge. We may use this profit for any proper corporate purpose, including the payment of marketing and distribution expenses for the Contract. In setting the rate of this charge, we not only consider our expected mortality and expense risks, but also our objective to earn a profit from the Contracts, after all of the costs, expenses, credits, and benefits we expect to pay in connection with the Contracts.

For Contracts purchased prior to March 5, 2007, the rate of the mortality and expense risk charge is 1.50% (rather than 1.30%), if you were age 76 or older on the Contract’s Open Date. During the Income Phase, we will deduct total insurance charges at an annual rate of 1.65% of your average daily Annuity Unit values, regardless of your age on the Open Date. We will not deduct the mortality and expense risk charge; nor will we deduct the charges for any optional living benefit or optional death benefit. The 1.65% charge, which includes an administrative expense charge and a distribution fee, compensates us for the risks and expenses associated with providing annuity payments during the Income Phase.

Charges for Optional Benefits

You may only elect the currently available optional living benefit. If you elect the optional living benefit, we will deduct a charge from your Account Value on the last valuation day of each Account Quarter during the Accumulation Phase. The maximum amount of the charge is shown in the following chart. (The chart shows the charge for the

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optional living benefit that is currently being offered. For more information about this charge, as well as the charges for forms of optional living benefits that are no longer being offered but remain in force under currently outstanding Contracts, please see “FEES AND EXPENSES.”)

Living Benefit	Maximum Charge per Account Year
Income Riser	1.30% of the highest Withdrawal Benefit Base during the Account Year1

¹  The Withdrawal Benefit Base is initially equal to your initial Purchase Payment, and thereafter is subject to certain adjustments.

If you elect the MAV optional death benefit, during the Accumulation Phase, we will deduct a daily charge at an effective annual rate of 0.40% of your average daily Variable Account Value. For more information about this charge, as well as the charges for optional death benefits that are no longer being offered but remain in force under currently outstanding Contracts, please see “FEES AND EXPENSES.” For more information about the calculation of this charge, please see “Variable Accumulation Unit Value” under “Variable Account Value.”

Premium Taxes

Some states and local jurisdictions impose a premium tax on us that is equal to a specified percentage of the Purchase Payments you make. In many states there is no premium tax. We believe that the amounts of applicable premium taxes currently range from 0% to 3.5%. You should consult a qualified tax professional to find out if you could be subject to a premium tax and the amount of any tax.

In order to reimburse us for the premium tax we may pay on Purchase Payments, our policy is to deduct the amount of such taxes from the amount you apply to provide an annuity at the time of annuitization. However, we reserve the right to deduct the amount of any applicable tax from your Account at any time, including at the time you make a Purchase Payment or make a full or partial withdrawal. We do not make any profit on the deductions we make to reimburse premium taxes.

Fund Expenses and Restrictions

There are fees and expenses deducted from each Fund. These fees and expenses are described in the Fund prospectuses and related Statements of Additional Information.

Under certain circumstances, the board of directors of a government money market fund would have the discretion to impose a liquidity fee on redemptions from the money market fund and to implement a redemption gate that would temporarily suspend redemptions from the fund. We reserve the right to implement, administer and charge you for any such fee or restriction imposed by the fund.

Modification in the Case of Group Contracts

For Group Contracts, we may modify the annual Account Fee, the administrative expense charge and the mortality and expense risk charge upon notice to Participants. However, such modification will apply only with respect to Participant Accounts established after the effective date of the modification.

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OPTIONAL LIVING BENEFIT: INCOME RISER

Currently, you may elect to participate in Income Riser (“SIR”) on or before your Issue Date. SIR provides an annual income guarantee for life. You can withdraw up to a guaranteed amount each year and, provided you meet certain requirements, we will continue to send you the guaranteed amount even if your Account Value should go to zero. Your income amount will not decrease, provided that your withdrawals do not exceed the guaranteed amount in any year. In general, the longer you wait for your first withdrawal under SIR, the larger the guaranteed Annual Withdrawal Amount. To describe how SIR works, we use the following definitions:

Annual Withdrawal Amount: The total guaranteed amount available for withdrawal each Account Year during your life, provided that you comply with certain conditions. The Annual Withdrawal Amount is equal to your current Withdrawal Benefit Base multiplied by your Lifetime Withdrawal Percentage. (You should be aware that certain actions you take could significantly reduce the amount of your Annual Withdrawal Amount.)

Early Withdrawal: Any withdrawal taken prior to your SIR Coverage Date.

Excess Withdrawal: Any withdrawal taken after your SIR Coverage Date that exceeds your Annual Withdrawal Amount (or your Yearly Required Minimum Distribution Amount, if greater).

Lifetime Withdrawal Percentage: The percentage used to calculate your Annual Withdrawal Amount.

SIR Bonus Base: The amount on which bonuses are calculated. The SIR Bonus Base is equal to the sum of your Purchase Payments, increased by any “step-ups” (described below) and reduced proportionately by any withdrawal taken prior to your SIR Coverage Date or any Excess Withdrawals. (See “Excess Withdrawals” under “Withdrawals Under SIR.”)

SIR Bonus Period: A ten-year period commencing on the Issue Date and ending on your tenth Account Anniversary. If you “step up” SIR (described below) during the SIR Bonus Period, the SIR Bonus Period is extended to ten years from the date of the step-up.

SIR Coverage Date: Your Issue Date if you are at least age 59 at issue; otherwise, the first Account Anniversary after you attain age 59.

Withdrawal Benefit Base: The amount used to calculate (1) your Annual Withdrawal Amount and (2) your “SIR Fee.” (See “Cost of SIR.”)

You and Your: The terms “you” and “your” refer to the oldest living Participant or the surviving spouse of the oldest Participant, as described under “Death of Participant Under SIR with Single-Life Coverage” and “Death of Participant Under SIR with Joint-Life Coverage.” In the case of a non-natural Participant, these terms refer to the oldest living Annuitant.

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SIR may not be appropriate for all investors. Before purchasing SIR, you should carefully consider the following:

SIR may be appropriate for you if you are an investor who:

• wants an opportunity for annual income to increase as you grow older.

• wants a guaranteed stream of income for life without annuitizing, beginning on or after your SIR Coverage Date.

• wants the option of joint-life coverage.

• can defer withdrawals during your early Account Years to increase your benefit in later years.

SIR may be inappropriate for you if you are an investor who:

• anticipates the need for Excess Withdrawals or Early Withdrawals.

• wants to invest in funds other than a Designated Fund.

• wants single-life coverage on a co-owned Contract.

SIR is inappropriate if you are an investor who:

• wants to make additional Purchase Payments after the first Account Year.

• is actively invested in contributory plans, because SIR prohibits any Purchase Payments after the first Account Anniversary.

You may combine SIR with the MAV optional death benefit. Upon annuitization, SIR and the MAV optional death benefit, if elected, automatically terminate.

You may elect to participate in SIR, provided that:

• neither the oldest Participant nor the oldest Annuitant has attained age 86 on or before the date we receive your application (in the case of a non-natural Participant, the oldest Annuitant has not attained age 86 on or before that date);

• you limit the allocation of your Purchase Payments and Account Value to the Designated Funds that we make available with SIR; and

• you do not elect any other optional living benefit available under your Contract.

SIR allows you to withdraw a guaranteed amount of money each year, beginning on your SIR Coverage Date, until the death of any Participant if single-life coverage is elected (or until the death of both the Participant and the Participant’s spouse if joint-life coverage is elected). Your right to take withdrawals under SIR continues regardless of the investment performance of the Designated Funds, provided that you comply with certain requirements. After your SIR Coverage Date, the amount you can withdraw, in any one year, can be 4%, 5%, or 6% of your Withdrawal Benefit Base, depending upon your age (or the younger spouse’s age in case of joint-life coverage) on the date of your first withdrawal.

In addition, if you make no withdrawals in an Account Year during your SIR Bonus Period, we will increase your Withdrawal Benefit Base by an amount equal to 7% of your SIR Bonus Base (6% if you purchased your Contract prior to February 8, 2010, or the date SIR with a 7% bonus became available in your state). The SIR Bonus Period is a 10-year period commencing on your Issue Date. The period will be extended for an additional 10 years commencing on each step-up of the Withdrawal Benefit Base (see “Step-Up Under SIR”), provided that the step-up occurs during the SIR Bonus Period.

If you are participating in SIR, you may make Purchase Payments only during your first Account Year. After the first Account Anniversary, any Purchase Payments you submit will be returned to you.

To participate in SIR, all of your Account Value must be invested in one or more of the Designated Funds at all times during the term of SIR. (The “term” of SIR is for life, unless your Withdrawal Benefit Base is reduced to zero or SIR is terminated or cancelled as described under “Cancellation of SIR,” “Depleting Your Account Value,” and

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“Annuitization Under SIR.”) The only Funds, dollar-cost averaging program options, and asset allocation models that currently qualify as Designated Funds are listed in the section entitled “DESIGNATED FUNDS.”

Under SIR, you have the option of choosing between single-life coverage and joint-life coverage. These options are described in greater detail under “Joint-Life Coverage,” “Death of Participant Under SIR with Single-Life Coverage,” and “Death of Participant Under SIR with Joint-Life Coverage.”

Determining Your Withdrawal Benefit Base

On the Issue Date, we set your Withdrawal Benefit Base equal to your initial Purchase Payment. Thereafter, your Withdrawal Benefit Base is:

• increased by any applicable bonuses;

• increased by any step-ups as described under “Step-Up Under SIR”;

• increased by any subsequent Purchase Payments you make during the first year following the Issue Date.

• decreased following any Early Withdrawals you take as described under “Early Withdrawals”; and

• decreased following any Excess Withdrawals you take as described under “Excess Withdrawals”.

Determining Your Annual Withdrawal Amount

Your Annual Withdrawal Amount is first determined when you make your first withdrawal after your SIR Coverage Date and then on each subsequent Account Anniversary. Your Annual Withdrawal Amount is equal to your Withdrawal Benefit Base multiplied by your Lifetime Withdrawal Percentage. The Lifetime Withdrawal Percentage depends upon your age at the time you make your first withdrawal after your SIR Coverage Date as shown in the table below.

Your Age on the Date of the First Withdrawal After Your SIR Coverage Date*	Lifetime Withdrawal Percentage
59 - 64	4%
65 - 79	5%
80 or older	6%

* If you elected joint-life coverage, the age ranges are based upon the age of the younger spouse as described under “Joint-Life Coverage.”

Your Lifetime Withdrawal Percentage will only increase if your age at the time of step-up coincides with a higher percentage as shown in the table above. (See “Step-Up Under SIR.”) An increase in the Lifetime Withdrawal Percentage will increase your Annual Withdrawal Amount.

Your Annual Withdrawal Amount equals your Withdrawal Benefit Base multiplied by your Lifetime Withdrawal Percentage. If your Withdrawal Benefit Base changes after your Annual Withdrawal Amount is determined, your Annual Withdrawal Amount will also change. The new Annual Withdrawal Amount will be effective on the next Account Anniversary and, at that time, will reflect any increases caused by a step-up or a bonus that took place during the prior Account Year and any decreases caused by Excess Withdrawals (described below) that were taken during the prior Account Year. The new Annual Withdrawal Amount will be in effect for all subsequent Account Years, unless and until there is a further change in your Withdrawal Benefit Base.

How SIR Works

Each Account Year, beginning on your SIR Coverage Date, you can take withdrawals totaling up to the amount of your Annual Withdrawal Amount, subject to the terms and conditions discussed below. Even if your Account Value is

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reduced to zero (other than as a result of an Early Withdrawal or an Excess Withdrawal), as long as your Withdrawal Benefit Base is greater than zero, you will receive your full Annual Withdrawal Amount every year until you die.

If you defer taking any withdrawals in an Account Year during the SIR Bonus Period, your Withdrawal Benefit Base will be increased by an amount equal to 7% of your SIR Bonus Base (6% if you purchased your Contract prior to February 8, 2010, or the date SIR with a 7% bonus became available in your state). However, if this amount is less than the amount you will receive under a step-up, the Withdrawal Benefit Base will instead be increased by the step-up amount, unless there is a fee increase as described under “Step-Up Under SIR.” In the case of a fee increase, we will notify you in writing, in advance of your Account Anniversary, and seek your written consent to the step-up and fee increase. If you do take a withdrawal, you are still eligible for step-up. (See “Step-Up under SIR.”) In this way, if you defer taking withdrawals during your early Account Years, you will be able to take larger withdrawals in later Account Years. Your Annual Withdrawal Amount is not, however, cumulative: any unused portion of your Annual Withdrawal Amount in any Account Year cannot be applied to a future year.

Note that the timing and amount of your withdrawals may significantly decrease, and even terminate, your total benefits under SIR, including reducing your Account Value to zero and thereby terminating your Contract without value, as described further under “Withdrawals Under SIR.” Note also that investing in any Fund, other than a Designated Fund, will cancel SIR, as described under “Cancellation of SIR.”

Here is an example of how SIR works.

Assume that you purchased a Contract with an initial Purchase Payment of $100,000. Assume also that you are age 65 when your Contract is issued and that you elected to participate in SIR with single-life coverage. (If you selected joint-life coverage the numbers shown in the example could be different.) Your Withdrawal Benefit Base and your SIR Bonus Base are each set equal to your initial Purchase Payment on your Issue Date. Because you reached age 59 prior to your Issue Date, your SIR Coverage Date is your Issue Date. You can begin at any time to withdraw up to your Annual Withdrawal Amount each Account Year without reducing your Withdrawal Benefit Base. During the SIR Bonus Period, your Withdrawal Benefit Base will increase by 7% of your SIR Bonus Base each Account Year in which you do not take a withdrawal. By deferring your withdrawals during a SIR Bonus Period you will increase your Withdrawal Benefit Base, which in turn may maximize your Annual Withdrawal Amount. After the SIR Bonus period is over, you will no longer be eligible for the 7% bonus each year and it may be in your interest to take the full Annual Withdrawal Amount each year. However, any withdrawal will reduce your Account Value as well as your chances of a higher Annual Withdrawal Amount through step-up. When to take withdrawals will depend upon your own situation. You should discuss your living benefit options with your financial adviser. (For convenience, assume that the investment performance of your underlying investments equals or offsets all Contract expenses. Therefore, your Account Value remains constant throughout the life of your Contract, except for Account Year 2.)

Assume that, because of good investment performance of the Designated Funds during Account Year 2, your Account Value has grown to $125,000 by the beginning of Account Year 3. Your Contract is, therefore, eligible for an automatic step-up of its Withdrawal Benefit Base and SIR Bonus Base. Assume that we have not increased the percentage used to calculate the SIR Fee on newly issued Contracts; therefore we will step up your Withdrawal Benefit Base and your SIR Bonus Base to $125,000. Your new Annual Withdrawal Amount will be 5% of your new Withdrawal Benefit Base, or $6,250. Going forward, your new SIR Bonus Base will be $125,000, unless increased by another step-up or reduced by an Excess Withdrawal, and your SIR Bonus Period will now

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end on your 12^th Account Anniversary (i.e., ten years after the step-up). All values shown are as of the beginning of the Account Year.

Account Year	Account Value	Withdrawal Benefit Base	SIR Bonus Base	Annual Withdrawal Amount	Withdrawals
1	$100,000	$100,000	$100,000	$5,000	$0
2	$100,000	$107,000	$100,000	$5,350	$0
3	$125,000	$125,000	$125,000	$6,250	$0

Assume you take your first withdrawal when you are age 71 in Account Year 7. Using the above chart, we set your Lifetime Withdrawal Percentage at 5%. Your Annual Withdrawal Amount will be equal to 5% of your Withdrawal Benefit Base. You can begin withdrawing up to $8,000 each Account Year without reducing your Withdrawal Benefit Base, as shown in the following table:

4	$125,000	$133,750	$125,000	$6,688	$0
5	$125,000	$142,500	$125,000	$7,125	$0
6	$125,000	$151,250	$125,000	$7,563	$0
7	$125,000	$160,000	$125,000	$8,000	$8,000
8	$117,000	$160,000	$125,000	$8,000	$8,000

Assume in Account Year 9, you defer taking a withdrawal. Your Withdrawal Benefit Base will increase by $8,750 which is 7% of your SIR Bonus Base ($125,000). Your new Annual Withdrawal Amount will be set equal to $8,438, which is 5% of your new Withdrawal Benefit Base ($168,750), as shown below:

9	$109,000	$160,000	$125,000	$8,000	$0
10	$109,000	$168,750	$125,000	$8,438	$8,438

Assume that in Account Year 14, you again decide to defer taking a withdrawal. Your Withdrawal Benefit Base will not be increased because you are no longer in the SIR Bonus Period, as your SIR Bonus Period ends 10 years after the previous step-up.

11	$100,562	$168,750	$125,000	$8,438	$8,438
12	$92,124	$168,750	$125,000	$8,438	$8,438
13	$83,686	$168,750	$125,000	$8,438	$8,438
14	$75,248	$168,750	$125,000	$8,438	$0
15	$75,248	$168,750	$125,000	$8,438	$8,438

If you have SIR with a 6% bonus, the numbers shown in the above example would be different.

There is no way to know for certain whether forgoing income in one or more years will increase or decrease the total income paid to the Participant over the life of the annuity. Generally speaking, not taking income in a year will increase the Annual Withdrawal Amount during the SIR Bonus Period due to the bonus and the potential for step-ups. In this way, if you defer taking withdrawals during your early Account Years, you will be able to take larger withdrawals in later Account Years. Your Annual Withdrawal Amount is not, however, cumulative: any unused portion of your Annual Withdrawal Amount in any Account Year cannot be applied to a future year.

The total lifetime payments to the Participant could be more or less depending upon investment performance over the life of the Contract and the age to which the Participant lives. Better investment performance and a longer life span generally make it advantageous to forgo the Annual Withdrawal Amount in a limited number of years.

Withdrawals Under SIR

Withdrawals After the SIR Coverage Date

Starting on your SIR Coverage Date and continuing to your Annuity Commencement Date, you may take withdrawals totaling up to your Annual Withdrawal Amount each Account Year without reducing your Withdrawal Benefit Base. These withdrawals will reduce your Account Value by the amount of the withdrawal, but will not change your

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Withdrawal Benefit Base. These withdrawals are subject to withdrawal charges only to the extent they are in excess of the greatest of:

• the free withdrawal amount permitted under your Contract (discussed under “Free Withdrawal Amount” under “Withdrawal Charge”);

• your Yearly Required Minimum Distribution Amount (subject to conditions discussed under “Tax Issues Under SIR”); and

• your Annual Withdrawal Amount.

The previous example shows withdrawals taken after your SIR Coverage Date. Because they do not exceed your Annual Withdrawal Amount (or your Required Minimum Distribution amount, if higher), the withdrawals do not reduce your Withdrawal Benefit Base or your Annual Withdrawal Amount. The withdrawals in the above example are not subject to any withdrawal charges because they do not exceed any of the following:

• your free withdrawal amount permitted under this Contract,

• your Yearly Required Minimum Distribution Amount, or

• your Annual Withdrawal Amount.

If a withdrawal exceeds the greatest of these amounts, then the withdrawal would be subject to withdrawal charges.

Excess Withdrawals

If you take an Excess Withdrawal, your SIR Bonus Base and your Withdrawal Benefit Base will be reduced according to the following formulas:

Your new SIR Bonus Base	=	BB x	(	AV - WD	)
				AV - AWA
Your new Withdrawal Benefit Base	=	WBB x	(	AV - WD	)
				AV - AWA

Where:
	BB	=	Your SIR Bonus Base immediately prior to the Excess Withdrawal.
	WBB	=	Your Withdrawal Benefit Base immediately prior to the Excess Withdrawal.
	WD	=	The amount of the Excess Withdrawal.
	AV	=	Your Account Value immediately prior to the Excess Withdrawal.
	AWA	=	Your Annual Withdrawal Amount minus any prior partial withdrawals taken during the current Account Year.

Using the facts of the above example, assume that in Account Year 7, you take two withdrawals: a $4,000 withdrawal followed by a $6,000 withdrawal. Your first withdrawal reduces your Account Value to $121,000 but does not affect your SIR Bonus Base or Withdrawal Benefit Base because it is not in excess of your Annual Withdrawal Amount. Your second withdrawal (when combined with the first) is in excess of your $8,000 Annual

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Withdrawal Amount. After your second withdrawal, your SIR Bonus Base and your Withdrawal Benefit Base will be reduced as follows:

Your new SIR Bonus Base	=	$	125,000	x	$121,000 - $6,000
					$121,000 - ($8,000 - $4,000)
	=	$	125,000	x	$115,000
					$117,000
	=	$	125,000	x	0.982906
	=	$	122,863
Your new Withdrawal Benefit Base	=	$	160,000	x	$121,000 - $6,000
					$121,000 - ($8,000 - $4,000)
	=	$	160,000	x	$115,000
					$117,000
	=	$	160,000	x	0.982906
	=	$	157,265

Beginning on your Account Anniversary and going forward, your new Annual Withdrawal Amount will be reduced to 5% of your new Withdrawal Benefit Base, or $7,863.

If you have SIR with a 6% bonus, the numbers shown in the above example would be different.

You should be aware that, if your Account Value is less than the Withdrawal Benefit Base at the time an Excess Withdrawal is taken (as in the above example), then your Withdrawal Benefit Base and your SIR Bonus Base will be reduced by an amount equal to or more than the excess amount withdrawn. Thus, Excess Withdrawals taken in a down market could severely reduce, and even terminate, your benefits under SIR, including reducing your Account Value to zero and thereby terminating your Contract without value.

Early Withdrawals

All withdrawals taken before your SIR Coverage Date, including any “free withdrawal amounts” permitted under your Contract, will be considered Early Withdrawals and your SIR Bonus Base and your Withdrawal Benefit Base will be reduced using the following formulas:

Your new SIR Bonus Base	=	BB x	(	AV - WD	)
				AV
Your new Withdrawal Benefit Base	=	WBB x	(	AV - WD	)
				AV

Where:
	BB	=	Your SIR Bonus Base immediately prior to the Early Withdrawal.
	WBB	=	Your Withdrawal Benefit Base immediately prior to the Early Withdrawal.
	WD	=	The amount of the Early Withdrawal.
	AV	=	Your Account Value immediately prior to the Early Withdrawal.

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Assume that you purchase a Contract with an initial Purchase Payment of $100,000. Assume also that you are age 45 when your Contract is issued and that you elected to participate in SIR with single-life coverage. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Withdrawal Benefit Base and your SIR Bonus Base are each set equal to your initial Purchase Payment on your Issue Date. Your Withdrawal Benefit Base will increase by 7% of your SIR Bonus Base each year in which you do not take a withdrawal. Your SIR Coverage Date will not occur until your 15^th Account Anniversary (the first Account Anniversary after you reach age 59). Any withdrawals you take prior to that time will be Early Withdrawals.

Assume that because of good investment performance of the Designated Funds during Account Year 2, your Account Value has grown to $125,000 on your second Account Anniversary. Your Contract is therefore eligible for an automatic step-up of its Withdrawal Benefit Base and SIR Bonus Base. Assume that we have not increased the percentage used to calculate the SIR Fee on newly issued Contracts; therefore, we will step-up your Withdrawal Benefit Base and your SIR Bonus Base to $125,000.

Assume that, in Account Year 7, your Account Value has grown to $130,000 and you withdraw $10,000. Because you are age 51 (and younger than age 59), this is an Early Withdrawal. All values shown are as of the beginning of the Account Year.

Account Year	Account Value	Withdrawal Benefit Base	SIR Bonus Base	Annual Withdrawal Amount	Withdrawals
1	$100,000	$100,000	$100,000	$0	$0
2	$100,000	$107,000	$100,000	$0	$0
3	$125,000	$125,000	$125,000	$0	$0
4	$125,000	$133,750	$125,000	$0	$0
5	$125,000	$142,500	$125,000	$0	$0
6	$125,000	$151,250	$125,000	$0	$0
7	$130,000	$160,000	$125,000	$0	$10,000

At this point, your SIR Bonus Base and your Withdrawal Benefit Base will be recalculated as follows:

Your new SIR Bonus Base	=	$	125,000	x	$130,000 - $10,000
					$130,000
	=	$	125,000	x	$120,000
					$130,000
	=	$	125,000	x	0.92308
	=	$	115,385
Your new Withdrawal Benefit Base	=	$	160,000	x	$130,000 - $10,000
					$130,000
	=	$	160,000	x	$120,000
					$130,000
	=	$	160,000	x	0.92308
	=	$	147,693

Your Annual Withdrawal Amount will still be $0 because you have not reached your SIR Coverage Date.

If you have SIR with a 6% bonus, the numbers shown in the above example would be different.

You should be aware that Early Withdrawals could severely reduce, and even terminate, your benefits under SIR, including reducing your Account Value to zero and thereby terminating your Contract without value.

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In addition to reducing your benefits under SIR, any withdrawal before you reach age 59 ¹⁄₂ could have adverse state and federal tax liabilities. You should consult a qualified tax professional for more information.

Depleting Your Account Value

If your Account Value is reduced to zero immediately following an Excess Withdrawal or an Early Withdrawal, then your Withdrawal Benefit Base and the SIR Bonus Base will each also be reduced to zero and your Contract will terminate without value. Therefore, your Contract, as well as any benefits available with SIR, will end.

If, on the other hand, your Account Value is reduced to zero through any combination of poor investment performance of the Designated Funds, Contract charges, and withdrawals other than Excess Withdrawals or Early Withdrawals, your Withdrawal Benefit Base will not be reduced. Your Contract will end, but your right to receive an annual withdrawal amount will continue. That is to say, regardless of your age on the day the Account Value is reduced to zero, you will be entitled to receive your Annual Withdrawal Amount each year for as long as you live.

Cost of SIR

If you elect SIR, we will deduct a quarterly fee from your Account Value (“SIR Fee”). The SIR Fee will be taken as a specific deduction from your Account Value on the last valuation day of each Account Quarter. The SIR Fee will be a percentage of your Withdrawal Benefit Base. This percentage will equal 0.2750% of your Withdrawal Benefit Base on the last day of the Account Quarter if you elected single-life coverage (0.3250% for joint-life coverage). The maximum SIR Fee you can pay in any one Account Year is equal to 1.10% of the highest Withdrawal Benefit Base at any point in that Account Year if you elected single-life coverage (1.30% for joint-life coverage). We reserve the right to increase the percentage rate used to calculate the SIR Fee on newly issued Contracts.

Your SIR Fee will not change during an Account Year, unless you take one of the following specific actions:

• If you make an additional Purchase Payment during your first Account Year, you will increase your Withdrawal Benefit Base and thus your SIR Fee.

• If you make a withdrawal before your SIR Coverage Date or a withdrawal in excess of your Annual Withdrawal Amount, you will decrease your Withdrawal Benefit Base and thus your SIR Fee.

However, on each Account Anniversary, we determine whether favorable investment performance of the Designated Funds may cause the Withdrawal Benefit Base to increase as described under “Step-Up Under SIR.” If your Withdrawal Benefit Base increases because of favorable investment performance, your SIR Fee will also increase because it is recalculated on each Account Anniversary based upon your highest Withdrawal Benefit Base during that Account Year.

We will continue to deduct the SIR Fee until you annuitize your Contract, your Account Value reduces to zero, or your SIR is terminated or cancelled as described under “Cancellation of SIR”.

We reserve the right to make special offers from time to time. Specifically, we reserve the right to waive the SIR Fee for a limited period on newly issued Contracts. The same waiver would apply to all Contracts issued while we are making the special offer.

Step-Up Under SIR

Regardless of your age on the Issue Date, on each Account Anniversary prior to your Annuity Commencement Date, we will automatically step-up your Withdrawal Benefit Base and your SIR Bonus Base, provided that you satisfy certain requirements. First, you must meet eligibility requirements:

• Your Account Value must equal no more than $5,000,000. (For purposes of determining the $5,000,000 limit, we reserve the right, in our sole discretion, to aggregate your Account Value with the account values of all other variable annuity contracts you own issued by Delaware Life or its affiliates.)

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• Your Account Value must be greater than your current Withdrawal Benefit Base (increased by any applicable 7% or 6% bonus during the SIR Bonus Period).

Second, if you satisfy the eligibility requirements, we then consider whether market conditions have caused us to increase the percentage rate used to calculate the SIR Fee on newly issued Contracts. If we are no longer issuing Contracts with SIR, then the percentage rate we use to calculate your SIR Fee will be set based upon current market conditions at that time.

• If we have not had to increase the percentage rate as described above, the percentage rate we use to calculate your SIR Fee will remain unchanged and we will automatically step-up your Withdrawal Benefit Base and your SIR Bonus Base.

• If we have had to increase the percentage rate as described above, we offer you the opportunity to step-up at the higher percentage rate. In this case, your written consent is required to accept the higher percentage rate used to calculate your SIR Fee and step-up your Withdrawal Benefit Base and SIR Bonus Base. If you do not consent to the step-up and higher percentage, the step-up will not be implemented and all subsequent step-ups of your Withdrawal Benefit Base and SIR Bonus Base will also be suspended. You may thereafter submit an election form to us, however, in order to consent to the then-applicable percentage rate and thus reactivate subsequent automatic step-ups.

At the time of step-up, we will increase your Withdrawal Benefit Base and SIR Bonus Base to an amount equal to the Account Value, if such amount exceeds your current Withdrawal Benefit Base (adjusted for any applicable 7% bonus increases). If the step-up occurs during the SIR Bonus Period, your SIR Bonus Period will renew for another 10-year period commencing at the time of step-up.

If your Lifetime Withdrawal Percentage has already been determined and your age at the time of step-up coincides with a higher percentage as shown in the table below, your Lifetime Withdrawal Percentage will increase. After the step-up, your Annual Withdrawal Amount will be your Lifetime Withdrawal Percentage multiplied by your new Withdrawal Benefit Base as follows:

Your Age at Step-up*	Lifetime Withdrawal Percentage
59 - 64	4%
65 - 79	5%
80 or older	6%

* If you elected joint-life coverage, the age ranges are based upon the age of the younger spouse as described under “Joint-Life Coverage.”

After a step-up, your Annual Withdrawal Amount will be equal to your new Withdrawal Benefit Base multiplied by your Lifetime Withdrawal Percentage. Here is an example of how we calculate a step-up under SIR:

Assume that you purchased a Contract with an initial Purchase Payment of $100,000. Assume also that you are age 65 when your Contract is issued and that you elected to participate in SIR with single-life coverage. (If you selected joint-life coverage the numbers shown in the example could be different.) Assume that no withdrawals are taken and, therefore, your Withdrawal Benefit Base will increase annually by 7% of your SIR Bonus Base during your SIR Bonus Period. Assume further that no additional Purchase Payments are made, and, because of good investment performance of the Designated Funds during Account Year 2, your Account Value has grown to $125,000 by the beginning of Account Year 3. Your Contract is, therefore, eligible for an automatic step-up of its Withdrawal Benefit Base and SIR Bonus Base. Assume that we have not increased the percentage used to calculate the SIR Fee on newly issued Contracts; therefore we will step up your Withdrawal Benefit Base and

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your SIR Bonus Base to $125,000. Your new Annual Withdrawal Amount will be 5% of your new Withdrawal Benefit Base, or $6,250. All values shown are as of the beginning of the Account Year.

Account Year	Account Value	Withdrawal Benefit Base	SIR Bonus Base	Annual Withdrawal Amount	Withdrawals
1	$100,000	$100,000	$100,000	$5,000	0
2	$100,000	$107,000	$100,000	$5,350	0
3	$125,000	$125,000	$125,000	$6,250	0
4	$125,000	$133,750	$125,000	$6,688	0
5	$125,000	$142,500	$125,000	$7,125	0
6	$125,000	$151,250	$125,000	$7,563	0
7	$125,000	$160,000	$125,000	$8,000	0

Going forward, your new SIR Bonus Base will be $125,000, unless increased by another step-up or reduced by an Excess Withdrawal, and your SIR Bonus Period will now end on your 12^th Account Anniversary (i.e., ten years after the step-up).

If you have SIR with a 6% bonus, the numbers shown in the above example would be different.

The above example assumes that you are age 65 at issue, so that your Lifetime Withdrawal Percentage is 5%. Assume instead you are age 79 at issue and have attained age 80 on your first Account Anniversary. When your Withdrawal Benefit Base steps-up to $125,000, your new Lifetime Withdrawal Percentage is 6% since you had attained age 80 by your first Account Anniversary. Your Annual Withdrawal Amount is now $7,500.

Joint-Life Coverage

On the Issue Date, you have the option of electing SIR with single-life coverage or, for a higher SIR Fee, with joint-life coverage. Once you make the election, you cannot switch between joint-life and single-life coverage, regardless of any change in life events. Joint-life coverage is not available if you are unmarried on the Issue Date.

Joint-life coverage can be elected on an individually-owned Contract or on a co-owned Contract. On an individually-owned Contract, joint-life coverage is available only if your spouse is the sole primary beneficiary on the Issue Date and remains the sole primary beneficiary while SIR is in effect. On a co-owned Contract, joint-life coverage is available only if you and your spouse are the only co-owners on the Issue Date and remain so while SIR is in effect. Whereas single-life coverage provides annual withdrawals under SIR only until any Participant dies, joint-life coverage provides annual withdrawals under SIR for as long as either you or your spouse is alive. (Note, however, upon the death of a spouse, the Contract, including SIR, ends. To take annual withdrawals under SIR’s joint-life feature after the death of a spouse, the surviving spouse must first elect to continue the Contract through the “Spousal Continuance” provision.) See also “Death of Participant Under SIR with Joint-Life Coverage.”

If you have elected joint-life coverage, the SIR Coverage Date will be your Issue Date if the younger spouse is at least age 59 on the Issue Date, and will be the first Account Anniversary after the younger spouse attains (or would have attained) age 59 if the younger spouse is less than age 59 on the Issue Date. (For purposes of joint-life coverage, the younger spouse refers to the person who was the younger spouse on the Issue Date, even if that person has died or is no longer married to the person who was his or her spouse on the Issue Date.) Thus, Early Withdrawals will be determined based upon this definition of your SIR Coverage Date. Your Lifetime Withdrawal Percentage will be determined based

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on the age that the younger spouse is (or would have been) on the date of the first withdrawal under the Contract after the SIR Coverage Date, as shown in the table below.

Age of Younger Spouse on Date of the First Withdrawal After Your SIR Coverage Date	Lifetime Withdrawal Percentage
59 - 64	4%
65 - 79	5%
80 or older	6%

Your Annual Withdrawal Amount equals your Withdrawal Benefit Base multiplied by your Lifetime Withdrawal Percentage. Once your Annual Withdrawal Amount is calculated, the Lifetime Withdrawal Percentage will not change except if a step-up occurs as described under “Step-Up Under SIR.” The Lifetime Withdrawal Percentage will then be reset, if higher, to the percentage for then attained age of the younger spouse.

The two spouses on the Issue Date are the only two people covered under the joint-life feature. If a Participant remarries, the new spouse is not covered under the joint-life feature. Therefore, if the spouse on the Issue Date is no longer your spouse, SIR benefits continue for your life and, when you die, annual withdrawals are no longer available. Note that, when you elect joint-life coverage, you also elect the higher joint-life fee. That fee will not change as long as SIR is in effect, regardless of any change in life events.

If one spouse is significantly younger than the other spouse, you should carefully consider whether joint-life coverage is an appropriate choice in light of the possibility of a longer waiting period before withdrawals under SIR can be made and in light of the higher fee for joint-life coverage.

Joint-life coverage may not be available on all Contracts.

Cancellation of SIR

Should you decide that SIR is no longer appropriate for you, you may cancel SIR at any time. Upon cancellation, all benefits and charges under SIR shall cease. Once cancelled, SIR cannot be reinstated.

Although transfers among the Designated Funds are permitted as described under “Transfer Privilege,” SIR will be cancelled automatically:

• if any Purchase Payment is allocated to an investment option other than a Designated Fund; or

• if any portion of Account Value maintained in a Designated Fund is transferred into an investment option other than a Designated Fund.

SIR will also be cancelled for any of the following:

• upon a termination of the Contract;

• upon annuitization*; or

• your Withdrawal Benefit Base is reduced to zero as a result of Early or Excess Withdrawals.

* Note that the Maximum Annuity Commencement Date permitted under this Contract is the first day of the month following the Annuitant’s 95th birthday. (See “Selection of Annuity Commencement Date.”)

A change of ownership of the Contract may also cancel your benefits under SIR.

Death of Participant Under SIR with Single-Life Coverage

If you selected single-life coverage, SIR terminates on the death of any Participant and the Beneficiary may elect to exercise any of the available options under the Death Benefit provisions of the Contract. If your surviving spouse is the sole primary Beneficiary and elects to continue the Contract, your spouse has the additional option of electing to

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participate in a new SIR benefit on the original Contract (assuming that your surviving spouse meets certain eligibility requirements). If the surviving spouse makes such election:

• the new Account Value and the new Withdrawal Benefit Base will both be set equal to the Death Benefit amount;

• the new percentage rate used to calculate the SIR Fee will be set by us based on market conditions at the time and may be higher than the current percentage rate used to calculate the SIR Fee;

• the new Withdrawal Benefit Base and the new SIR Bonus Base will each be equal to the Account Value after any Death Benefit has been credited;

• the new Lifetime Withdrawal Percentage will be based on the age of the surviving spouse; and

• a new SIR Bonus Period begins.

Note that single-life coverage may be inappropriate on a co-owned Contract, because the living benefit will end on the death of any Participant. Note also that Beneficiaries who are not spouses cannot continue the Contract (see “Spousal Continuance”) or any living benefit under the Contract. Co-owners who are not spouses should, therefore, discuss with their financial adviser whether a living benefit is appropriate for them.

Death of Participant Under SIR with Joint-Life Coverage

If the surviving spouse on the Death Benefit Date was not the spouse of a Participant on the original Contract’s Issue Date, then this section does not apply, even if joint-life coverage was elected. In such case, if a Participant dies while participating in SIR, the provisions of the section titled “Death of Participant Under SIR with Single-Life Coverage” will apply.

If you purchased joint-life coverage and one of the Participants dies, SIR will continue, provided that the surviving spouse, as the sole primary beneficiary, continues the Contract. In such case:

• the new Account Value will be equal to the Death Benefit;

• the SIR Fee for the joint-life coverage option will continue for the surviving spouse as it was immediately prior to the death of the Participant;

• the Withdrawal Benefit Base and the SIR Bonus Base will remain unchanged until the next Account Anniversary when a step-up could apply due to an increase in Account Value (see “Step-Up Under SIR”);

• if withdrawals under SIR have not yet begun, the Lifetime Withdrawal Percentage will be based on the age the younger spouse attains (or would have attained) on the date of the first withdrawal after the SIR Coverage Date;

• if withdrawals under SIR have already begun, the Lifetime Withdrawal Percentage will be the Lifetime Withdrawal Percentage that applied to the Contract prior to the death of the Participant; and

• the SIR Bonus Period will continue unchanged from the original contract.

At the death of the surviving spouse, the Contract, including SIR, will terminate.

If you purchased joint-life coverage and the deceased Participant’s surviving spouse does not continue the Contract, your Beneficiary may elect any available option under the Death Benefit provisions of the Contract.

Annuitization Under SIR

Under the terms of SIR, if your Account Value is greater than zero on your Maximum Annuity Commencement Date, you may elect to:

(1) surrender your Contract and receive your Cash Surrender Value,

(2) annuitize your Account Value under one of the then currently available Annuity Options, or

(3) annuitize your remaining Account Value as a single-life annuity (or a joint-life annuity, if joint-life coverage was elected at issue and is still eligible) with an annualized annuity payment of not less than your then current Annual Withdrawal Amount.

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If you make no election, we will default your choice to option 3.

If your Account Value has been reduced to zero (other than as a result of an Early Withdrawal or an Excess Withdrawal), and your Withdrawal Benefit Base is greater than zero on or before your Maximum Annuity Commencement Date, you will receive your full Annual Withdrawal Amount until you die. For a more complete discussion of this, see “Depleting Your Account Value.”

Tax Issues Under SIR

Certain state and federal income tax provisions may be important to you in connection with a living benefit. If your Contract is a Non-Qualified Contract, it is possible that the election of an optional living benefit, such as SIR, might increase the taxable portion of any withdrawal you make from the Contract. It is not clear whether withdrawals after the Coverage Date while the Contract value is greater than zero will be taxed as withdrawals or as annuity payments. This is significant for Non-Qualified Contracts because withdrawals are taxed less favorably than are annuity payments. In view of this uncertainty, we intend to adopt a conservative approach and treat such payments as withdrawals for tax purposes. We intend to treat payments pursuant to SIR after the Contract value becomes zero as annuity payments for tax purposes.

You may not elect a Living Benefit with an inherited Non-Qualified Contract or beneficiary IRA Contract.

If your Contract is a Qualified Contract, then the retirement plan governing that Qualified Contract may be subject to certain required minimum distribution (RMD) provisions imposed by the Internal Revenue Code (the “Code”) and Internal Revenue Service (“IRS”) regulations (collectively, the “Federal Tax Laws”). These RMD provisions require that an amount be distributed from the retirement plan each year, beginning generally in the calendar year in which you attain age 70 ¹⁄₂. Your failure to withdraw your yearly RMD amount from your retirement plan could result in adverse tax treatment. Because for certain retirement plans we do not know what assets are held by the plan, we have assumed for all plans that the Qualified Contract (i.e., your Contract) is the only asset, and we determine a yearly RMD amount taking into account only your Contract (“Yearly RMD Amount”).

When you elect to participate in SIR, we will inform you that you may withdraw amounts up to your Yearly RMD Amount each year without reducing your Withdrawal Benefit Base. To assist you in complying with the RMD requirements, in January of each year, we will notify you of your calculated Yearly RMD Amount and inform you that you may withdraw amounts up to your Yearly RMD Amount each Account Year without reducing your Withdrawal Benefit Base.

To the extent that the Yearly RMD Amount attributable to your Contract exceeds the Annual Withdrawal Amount permitted each year under SIR, we currently are waiving withdrawal provisions as follows. If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in SIR, then we will reduce your Account Value dollar-for-dollar by the amount of the withdrawal. In addition, for that year only, your Annual Withdrawal Amount under SIR will be reduced, dollar-for-dollar, by the amount of the withdrawal. We will not, however, penalize you if the current Federal Tax Laws require you to withdraw from your Contract an amount greater than your Annual Withdrawal Amount. In other words, we will not reduce your Annual Withdrawal Amount for future years (or your Withdrawal Benefit Base or SIR Bonus Base), if a Yearly RMD Amount exceeds your Annual Withdrawal Amount, provided that:

• you withdraw your Qualified Contract’s first Yearly RMD Amount in the calendar year you attain age 70 ¹⁄₂ rather than postponing the withdrawal of that amount until the first quarter of the next calendar year, and

• you do not make any withdrawal from your Qualified Contract that would result in your receiving, in any Account Year, more than one calendar year’s Yearly RMD Amount.

Currently, any withdrawal in excess of the Annual Withdrawal Amount that is taken to satisfy the Yearly RMD Amounts will not be treated as an Excess Withdrawal. However, if there is any material change to the current Code or IRS Rules governing the timing or determination of required minimum distribution amounts, then the Company reserves the right to treat any withdrawal greater than the Annual Withdrawal Amount as an Excess Withdrawal which may significantly reduce the Withdrawal Benefit Base.

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For a further discussion of some of these provisions, please refer to “Impact of Optional Death Benefits and Optional Living Benefits” under “TAX PROVISIONS.”

DESIGNATED FUNDS

To participate in an optional living benefit, all of your Account Value must be invested only in Designated Funds at all times during the term of your optional living benefit.

For Contracts participating in SIR with a 7% bonus, the only Funds, dollar-cost averaging program options, and asset allocation models that currently qualify as Designated Funds are as follows:

Asset Allocation Models	Funds
Build Your Own Portfolio	AB Dynamic Asset Allocation Portfolio, Class B
Blended Model	MFS® Conservative Allocation Portfolio, Service Class
	MFS® Global Tactical Allocation Portfolio, Service Class
Dollar-Cost Averaging Program Options	MFS® Moderate Allocation Portfolio, Service Class
6-Month DCA Guarantee Option	PIMCO All Asset Portfolio, Administrative Class
12-Month DCA Guarantee Option	PIMCO Global Multi-Asset Managed Allocation Portfolio, Advisor Class
	Putnam VT Absolute Return 500 Fund, Class IB

For all other Contracts participating in a living benefit including SIR with a 6% bonus, the only Funds, dollar-cost averaging programs, and asset allocation models that are deemed to be Designated Funds are:

Asset Allocation Models	Funds (continued)
90/10 Masters Model1, 2	Fidelity® Freedom 2015 Portfolio, Service Class 2
80/20 Masters Model2,3	(of Variable Insurance Products Fund IV)
Build Your Own Portfolio	Fidelity® - Freedom 2020 Portfolio, Service Class 2
Blended Model2	(of Variable Insurance Products Fund IV)
	Invesco V.I. Equity and Income Fund, Series II2
Dollar-Cost Averaging Program Options	MFS® Conservative Allocation Portfolio, Service Class2
6-Month DCA Guarantee Option 12-Month DCA Guarantee Option	MFS® Global Tactical Allocation Portfolio, Service Class
	MFS® Growth Allocation Portfolio, Service Class2
Funds	MFS® Moderate Allocation Portfolio, Service Class2
AB Balanced Wealth Strategy Fund, Class B2	MFS® Total Return Series, Service Class
AB Dynamic Asset Allocation Portfolio, Class B2 BlackRock Global Allocation V.I. Fund, Class III2	PIMCO All Asset Portfolio, Administrative Class PIMCO Global Multi-Asset Managed Allocation Portfolio, Advisor Class2 Putnam VT Absolute Return 500 Fund, Class IB2
Fidelity® Balanced Portfolio, Service Class 2     (of Variable Insurance Products Fund III)

¹  Not available to Contracts purchased on or after February 17, 2009.

²  Not available if you purchased your Contract through a Bank of America representative between April 25, 2005 and April 20, 2007.

³  Not available to Contracts purchased on or after August 17, 2009.

One of the asset allocation models that qualifies as a Designated Fund is the portfolio model that applies to our “build your own portfolio” program. That portfolio model and the “build your own portfolio” program are described in “BUILD YOUR OWN PORTFOLIO” and in “APPENDIX Q - BUILD YOUR OWN PORTFOLIO.”

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If you elected to participate in Income ON Demand II (“IOD II”), Income ON Demand II Escalator (“IOD II Escalator”), Income ON Demand II Plus (“IOD II Plus”), Retirement Income Escalator II (“RIE II”), Income ON Demand III Escalator (“IOD III Escalator”), or Income Riser (“SIR”) and are invested in more than one Designated Fund, we will automatically transfer assets among your Designated Funds to maintain the percentage allocation you selected. We will make these transfers on a quarterly basis.

If you purchased Secured Returns, Secured Returns 2, Secured Returns for Life, Secured Returns for Life Plus, Income ON Demand (“IOD”), Retirement Income Escalator (“RIE”), or Retirement Asset Protector, and you are invested in more than one Designated Fund, we will not automatically transfer your assets among your Designated Funds to maintain the percentage allocation you selected, unless you have instructed us to do so.

We reserve the right to declare that a particular Fund no longer qualifies as a Designated Fund. Written notice will be provided to Contract Owners whenever a fund is no longer considered to be a Designated Fund. If you are invested in a Designated Fund at the time we declare the Fund to no longer be a Designated Fund, your Account Value can remain in that Fund without canceling your participation in a living benefit. However, any transfers or future Purchase Payments may only be allocated to a Fund that is declared by us to be a Designated Fund at the time of the transaction. If you are invested in a Fund that has been declared by us to no longer be a Designated Fund, you must first transfer your Account Value from that Fund into one or more of the current Designated Fund(s) if you want to make subsequent Purchase Payments or any additional transfers. (Note that this restriction does not apply to automatic portfolio rebalancing. Likewise, if you are participating in a DCA program and one of the funds receiving transfers under the DCA program is declared no longer to be a Designated Fund, then your Account Value can remain invested in that Fund until the end of your DCA Period. However, before you make any subsequent Purchase Payments, you must first transfer all your Account Value from that Fund into one or more of the current Designated Funds and provide us with new allocation instructions for your DCA program.) We also reserve the right to close Funds only to new Contracts. We will, however, revise the Prospectus to give notice to prospective investors of the closing of any Fund. If a Designated Fund is closed only to new Contracts, any current Account Value may remain in that Fund and future transfers and Purchase Payments to that Fund are permissible, as long as the Fund is still declared by us to be a Designated Fund.

Note that, on IOD, IOD II, IOD II Plus, IOD II Escalator, RIE, RIE II, IOD III Escalator, and SIR, we have reserved the right to allow step-ups only if your Account Value is invested in a Fund that has been declared by us to be a Designated Fund. In such case, if you are invested in a Fund that has been declared by us to no longer be a Designated Fund, you will have to transfer into a current Designated Fund before a step-up can occur. If you decide not to transfer into a current Designated Fund and forgo step-up, then your living benefit will continue with all of the benefits except for step-up.

BUILD YOUR OWN PORTFOLIO

Among the choices of Designated Funds is a selection of funds (“portfolio model”) that you design yourself using certain broad guidelines that we provide. To “build your own portfolio,” you pick funds from the asset classes available at that time. Altogether you may not choose more than 18 funds for your portfolio model. The amount you may invest in each asset class is determined by a percentage range that we provide for each asset class. The sum of the percentages you invest in the asset classes altogether must total 100%. A chart showing the Funds available in each asset class and the percentage range assigned to each asset class is included in Appendix Q.

You may transfer funds within the asset classes as long as your allocations remain within the percentage ranges we have established, and you adhere to the transfer provisions of your Contract. (See “Transfer Privilege,” “Short-Term Trading,” and “Funds’ Trading Policies.”) Withdrawals out of your portfolio model will be taken pro-rata from each of your selected Funds. Any additional Purchase Payments will be allocated proportionally to your current Fund selection. At any time you can change your Fund selection by providing new allocation instructions. Your new instructions will change your existing allocations accordingly. Your portfolio will be rebalanced quarterly to maintain your percentage allocations in line with the performance of the Funds over the prior quarter.

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Under the terms of the living benefits, however, there are certain limits on the times when you can make additional Purchase Payments.

If at any time, a fund is closed to new business, no new payments or transfers into the fund will be permitted. However, portfolio rebalancing of the fund will continue. To make a payment into your portfolio model after a fund within the model has been closed, you must redesign your portfolio model without the closed fund. Your entire Account Value will then be reallocated to your new portfolio model. Likewise, if you are participating in a DCA program and one of the Funds in this portfolio model receiving transfers under the DCA program is declared to no longer be part of the portfolio model, then the program will run through to completion. However, before you make any subsequent Purchase Payments, you must first either (a) reallocate your total Account Value among funds that comply with the current Build Your Own Portfolio categories or (b) transfer your total Account Value to Designated Funds other than the Build Your Own Portfolio model. You must also provide us with new allocation instructions for your DCA program.

DEATH BENEFIT

If the Covered Person dies during the Accumulation Phase, we may pay a death benefit to the designated Beneficiary(ies), using the payment method elected (a single cash payment or one of our Annuity Options). If the Beneficiary is not living on the date of death of the Covered Person, we will pay the death benefit to the surviving Participant, if any, or, if there is no Participant, in one sum to your estate. We do not pay a death benefit if the Covered Person dies during the Income Phase. However, the Beneficiary will receive any annuity payments provided under an Annuity Option that is in effect. If the Contract names more than one Covered Person, we will pay the death benefit upon the first death of such Covered Persons.

The death benefit proceeds will remain invested in the Sub-Accounts in accordance with the allocations made by the Contract Owner until the Beneficiary has provided us with Due Proof of Death in good order. Once we have received Due Proof of Death, then investments in the Variable Account may be reallocated in accordance with the Beneficiary’s instructions.

Amount of Death Benefit

To calculate the amount of the death benefit, we use a “Death Benefit Date.” The Death Benefit Date is the date we receive Due Proof of Death of the Covered Person in an acceptable form, if you have elected a death benefit payment method before the death of the Covered Person and it remains in effect. Otherwise, the Death Benefit Date is the later of the date we receive Due Proof of Death or the date we receive the Beneficiary’s election of either payment method or, if the Beneficiary is your spouse, Contract continuation. If we do not receive the Beneficiary’s election within 60 days after we receive Due Proof of Death, we reserve the right to provide a lump sum to your Beneficiary.

The amount of the death benefit is determined as of the Death Benefit Date.

The Basic Death Benefit

In general, if you were 85 or younger on your Open Date, the death benefit will be the greatest of the following amounts:

(1) your Account Value for the Valuation Period during which the Death Benefit Date occurs;

(2) the amount we would pay if you had surrendered your entire Account on the Death Benefit Date; and

(3) your total Adjusted Purchase Payments (Purchase Payments x (Account Value after withdrawal ÷ Account Value before withdrawal)) as of the Death Benefit Date. (See “Calculating the Death Benefit.”) Because of the way that Adjusted Purchase Payments are computed, when the Account Value is less than the Adjusted Purchase Payments, a withdrawal may cause the basic death benefit to decrease by more than the amount of the withdrawal.

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If you were 86 or older on your Open Date, the death benefit is equal to amount (2) above. Because this amount will reflect any applicable withdrawal charges and Market Value Adjustment, it may be less than your Account Value.

Optional Death Benefit

You may enhance the “basic death benefit” by electing the optional death benefit known as the Maximum Anniversary Account Value (“MAV”). You must make your election on or before the Issue Date. You will pay a charge for the optional death benefit. (For a description of the charge, see “Charges for Optional Benefits.”) The optional death benefit is available only if you are younger than age 75 on the Open Date. The optional death benefit election may not be changed after the Contract’s Issue Date. The optional death benefit will be adjusted for all partial withdrawals as described in this Prospectus under the heading “Calculating the Death Benefit.”

If your Contract is a Qualified Contract, required minimum distributions under the Internal Revenue Code may affect the value of this optional death benefit to you. Please refer to “Impact of Optional Death Benefits and Optional Living Benefits” under “TAX PROVISIONS” for more information regarding tax issues that you should consider before electing this optional benefit.

Under MAV, the death benefit will be the greater of:

• the amount payable under the basic death benefit above, or

• your highest Account Value on any Account Anniversary before the Covered Person’s 81st birthday, adjusted for any subsequent Purchase Payments and partial withdrawals made between that Account Anniversary and the Death Benefit Date.

In determining the highest Account Value, on the second and each subsequent Account Anniversary, the current Account Value is compared to the previous highest Account Value, adjusted for any Purchase Payments and partial withdrawals made during the Account Year ending on that Account Anniversary. If the current Account Value exceeds the adjusted highest Account Value, the current Account Value will become the new highest Anniversary Account Value.

Spousal Continuance

Under an individually-owned Contract, if you are the Covered Person and your spouse is the sole Beneficiary, upon your death, your spouse may elect to continue the Contract by becoming the new Participant and new Covered Person, rather than receive the death benefit amount. Under a co-owned Contract, if you and your spouse are the Covered Persons and sole Beneficiaries, then upon the death of either you or your spouse, the surviving spouse may continue the Contract as the sole Participant and sole Covered Person. In either case, we will not pay a death benefit, but the Contract’s Account Value will be set to equal the death benefit amount. (See “The Basic Death Benefit” or, if applicable, the “Optional Death Benefit.”) If you are participating in a living benefit and you have joint-life coverage, then your surviving spouse may continue the Contract and the living benefit. If you are participating in a living benefit and you have single-life coverage, then your surviving spouse can continue the Contract, but the living benefit will terminate and no optional living benefit will be available to your surviving spouse. (See “Death of Participant - Single-Life Coverage.”)

All Contract provisions, including, if elected, the optional death benefit (subject to the optional death benefit age restriction), will continue as if your surviving spouse had purchased the Contract on the Death Benefit Date with a deposit equal to the death benefit amount. For purposes of calculating death benefits and expenses from that date forward, your surviving spouse’s age on the original effective date of the Contract will be used. Upon surrender or annuitization, this increased amount will not be treated as premium, but will be treated as income. If you are in a same-sex marriage, see “Definition of Spouse Under Federal Law” under “TAX PROVISIONS.”

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Calculating the Death Benefit

In calculating the death benefit amount payable under option (3) of “The Basic Death Benefit” or the optional death benefits, each partial withdrawal will reduce the death benefit amount to an amount equal to the death benefit amount immediately before the withdrawal multiplied by the ratio of the Account Value immediately after the withdrawal to the Account Value immediately before the withdrawal. (See “The Basic Death Benefit.”) A withdrawal may cause the basic death benefit to decrease by more than the amount of the withdrawal.

Rather than receiving the death benefit, the Beneficiary may elect to annuitize, to defer annuitization, or to continue the Contract. In such case, if the death benefit amount payable under the Contract is greater than your Account Value we will increase the Account Value to equal the death benefit amount. Any such increase will be allocated to the Sub-Accounts in proportion to your Account Value in those Sub-Accounts on the Death Benefit Date. Also, any portion of this new Account Value attributed to the Fixed Account will be transferred to the Money Market Sub-Account (without the application of a Market Value Adjustment). If a surviving spouse, as the named Beneficiary, elects to continue the Contract after the Covered Person’s death, the surviving spouse may transfer any such Fixed Account portion back to the Fixed Account and begin a new Guarantee Period, if we are then currently offering Fixed Account options.

Method of Paying Death Benefit

The death benefit may be paid in a single cash payment or as an annuity (either fixed, variable or a combination), under one or more of our Annuity Options. We describe the Annuity Options in this Prospectus under “The Income Phase - Annuity Provisions.”

During the Accumulation Phase, you may elect the method of payment for the death benefit. These elections are made by sending us at Service Address a completed election form, which we will provide. If no such election is in effect on the date of your death, the Beneficiary may elect either a single cash payment or an annuity. If the Beneficiary is your surviving spouse, the Beneficiary may elect to continue the Contract. This election is made by sending us written notice in a form acceptable to us. If we do not receive the Beneficiary’s election within 60 days after we receive Due Proof of Death, the Beneficiary shall be deemed to have elected to defer receipt of payment under any death benefit option until a written election is submitted to the Company or a distribution is required by law. We can defer payment of the death benefit to the extent permitted under the Investment Company Act of 1940. (See “Payment of Death Benefit.”)

If we pay the death benefit in the form of an Annuity Option, the Beneficiary becomes the Annuitant/Payee under the terms of that Annuity Option.

Non-Qualified Contracts

If your Contract is a Non-Qualified Contract, special distribution rules apply to the payment of the death benefit. The amount of the death benefit must be distributed either (1) as a lump sum within 5 years after your death, or (2) if in the form of an annuity, over a period not greater than the life or expected life of the “designated beneficiary” within the meaning of Section 72(s) of the Internal Revenue Code, with payments beginning no later than one year after your death.

The person you have named as Beneficiary under your Contract, if any, will be the “designated beneficiary.” If the named Beneficiary is not living and no contingent beneficiary has been named, the surviving Participant, if any, or the estate of the deceased Participant automatically becomes the designated beneficiary.

If the designated beneficiary is your surviving spouse, your spouse may continue the Contract in his or her own name as Participant. To make this election, your spouse must give us written notification within 60 days after we receive Due Proof of Death. The special distribution rules will then apply on the death of your spouse. To understand what happens when your spouse continues the Contract, see “Spousal Continuance.” If you are in a same-sex marriage, see “Definition of Spouse Under Federal Law” under “TAX PROVISIONS.”

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During the Income Phase, if the Annuitant dies, the remaining value of the Annuity Option in place must be distributed at least as rapidly as the method of distribution under that option.

If the Participant is not a natural person, these distribution rules apply upon the death or removal of any Annuitant.

Payments made in contravention of these special rules would adversely affect the treatment of the Contracts as annuity contracts under the Internal Revenue Code. Neither you nor the Beneficiary may exercise rights that would have that effect.

Selection and Change of Beneficiary

You select your Beneficiary in your Application. You may change your Beneficiary at any time by sending us written notice on our required form, unless you previously made an irrevocable Beneficiary designation. A new Beneficiary designation is not effective until we record the change.

Every state has unclaimed property laws which generally declare annuity contracts to be abandoned after a period of inactivity of three to five years from the contract’s Annuity Commencement Date or date the death benefit is due and payable. For example, if the payment of a death benefit has been triggered, but, if after a thorough search, we are still unable to locate your Beneficiary, or your Beneficiary does not come forward to claim the death benefit in a timely manner, the death benefit will be paid to the abandoned property division or unclaimed property office of the state in which you or your Beneficiary last resided, as shown on our books and records, or to our state of domicile. This “escheatment” is revocable, however, and the state is obligated to pay the death benefit if your Beneficiary steps forward to claim it with the proper documentation. To prevent such escheatment, it is important that you update your Beneficiary designations, including full names and complete addresses, if and as they change.

Payment of Death Benefit

Payment of the death benefit in cash will be made within seven days of the Death Benefit Date, except if we are permitted to defer payment in accordance with the Investment Company Act of 1940. If an Annuity Option is elected, the Annuity Commencement Date will be the first day of the second calendar month following the Death Benefit Date, and your Account will remain in effect until the Annuity Commencement Date.

THE INCOME PHASE - ANNUITY PROVISIONS

During the Income Phase, we make regular monthly annuity payments to the Annuitant.

The Income Phase of your Contract begins with the Annuity Commencement Date. On that date, we apply your Account Value, adjusted as described under the Annuity Option you have selected, and we make the first annuity payment.

Once the Income Phase begins, no lump sum settlement option or cash withdrawals are permitted, except pursuant to Annuity Option D, Monthly Payments for a Specified Period Certain, as described under “Annuity Options,” and you cannot change the Annuity Option selected. (Also, a Beneficiary receiving payments after the Annuitant’s death under Option B, Life Annuity with 60, 120, 180 or 240 Monthly Payments Certain, may elect to receive the discounted value of the remaining payments in a single sum, as discussed under “Annuity Options.”) You may request a full withdrawal before the Annuity Commencement Date, which will be subject to all charges applicable on withdrawals. (See “WITHDRAWALS, WITHDRAWAL CHARGES, AND MARKET VALUE ADJUSTMENT.”)

Selection of Annuitant(s)

You select the Annuitant in your Application. The Annuitant is the person who receives annuity payments during the Income Phase and on whose life these payments are based. In your Contract, the Annuity Option(s) refer to the Annuitant as the “Payee.” If you name someone other than yourself as Annuitant and the Annuitant dies before the Income Phase, you become the Annuitant.

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When an Annuity Option has been selected as the method of paying the death benefit, the Beneficiary is the Payee of the annuity payments.

Selection of the Annuity Commencement Date

You select the Annuity Commencement Date in your Application. The following restrictions apply to the date you may select:

• The earliest possible Annuity Commencement Date is the first day of the second month following your Issue Date.

• The latest possible Annuity Commencement Date is the first day of the month following the Annuitant’s 95th birthday (“Maximum Annuity Commencement Date”). If there is a Co-Annuitant, the Annuity Commencement Date applies to the younger of the Annuitant and Co-Annuitant.

• The Annuity Commencement Date must always be the first day of a calendar month.

You may change the Annuity Commencement Date by sending us written notice, in a form acceptable to us, with the following additional limitations:

• We must receive your notice, in good order, at least 30 days before the current Annuity Commencement Date.

• The new Annuity Commencement Date must be at least 30 days after we receive the notice.

There may be other restrictions on your selection of the Annuity Commencement Date imposed by your retirement plan or applicable law. In most situations, current law requires that for a Qualified Contract, certain minimum distributions must commence no later than April 1 following the year the Annuitant reaches age 70 ¹⁄₂ (or, for Qualified Contracts other than IRAs, no later than April 1 following the year the Annuitant retires, if later than the year the Annuitant reaches age 70 ¹⁄₂).

Annuity Options

We offer the following Annuity Options for payments during the Income Phase. Each Annuity Option may be selected for a Variable Annuity, a Fixed Annuity, or a combination of both. We may also agree to other settlement options, at our discretion.

Annuity Option A - Life Annuity

We provide monthly payments during the lifetime of the Annuitant. Annuity payments stop when the Annuitant dies. There is no provision for continuation of any payments to a Beneficiary. Note that if the Annuitant dies prior to the end of the first month after the Annuity Commencement Date, only one annuity payment will be made.

Annuity Option B - Life Annuity with 60, 120, 180 or 240 Monthly Payments Certain

We make monthly payments during the lifetime of the Annuitant. In addition, we guarantee that the Beneficiary will receive monthly payments for the remainder of the period certain, if the Annuitant dies during that period. The election of a longer period results in smaller monthly payments. If no Beneficiary is designated, we pay the discounted value of the remaining payments in one sum to the Annuitant’s estate. The Beneficiary may also elect to receive the discounted value of the remaining payments in one sum. The discount rate for a Variable Annuity will be the assumed interest rate of 3%; the discount rate for a Fixed Annuity will be based on the interest rate we used to determine the amount of each payment.

Annuity Option C - Joint and Survivor Annuity

We make monthly payments during the lifetime of the Annuitant and another person you designate and during the lifetime of the survivor of the two. We stop making payments when the last survivor dies. There is no provision for continuance of any payments to a Beneficiary.

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Annuity Option D - Monthly Payments for a Specified Period Certain

We make monthly payments for a specified period of time from 5 to 30 years, as you elect. The longer the period you elect, the smaller your monthly payments will be. If payments under this option are paid on a variable annuity basis, the Annuitant may elect to receive, in one sum, at any time, some or all of the discounted value of the remaining payments, less any applicable withdrawal charge; the discount rate for this purpose will be the assumed interest rate of 3%. If the Annuitant dies during the period selected, the remaining income payments are made as described above for the payments to a Beneficiary under Annuity Option B. The election of this Annuity Option may result in the imposition of a penalty tax. The 5, 6, 7, 8, and 9-year period certain options are not available during your first four Account Years unless (a) you or your Beneficiary are selecting this Annuity Option to be used as the method of payment for the death benefit and (b) your Beneficiary’s life expectancy on the date of the first payment exceeds the selected period.

Selection of Annuity Option

You select one or more of the Annuity Options, which you may change during the Accumulation Phase, as long as we receive your selection or change in writing at least 30 days before the Annuity Commencement Date. If we have not received your written selection on the 30th day before the Annuity Commencement Date, you will receive Annuity Option B, for a life annuity with 120 monthly payments certain, except as otherwise provided under your applicable living benefit.

You must specify the proportion of your Adjusted Account Value you wish to provide a Variable Annuity or a Fixed Annuity. Under a Variable Annuity, the dollar amount of payments will vary, while under a Fixed Annuity, the dollar amount of payments will remain the same. You may allocate your Adjusted Account Value applied to a Variable Annuity among the Sub-Accounts, or we will use your existing allocations. If, however, a portion of your Account Value was allocated to a Guarantee Period at the time of annuitization, that portion will be exchanged for Annuity Units and allocated among the Sub-Accounts you select at annuitization or, if you make no such selection, then in proportion to the Sub-Accounts you were invested in prior to annuitization.

There may be additional limitations on the options you may elect under your particular retirement plan or applicable law.

Remember that the Annuity Option may not be changed once annuity payments begin.

Amount of Annuity Payments

Adjusted Account Value

The Adjusted Account Value is the amount we apply to provide a Variable Annuity and/or a Fixed Annuity. We calculate Adjusted Account Value by taking your Account Value on the Business Day just before the Annuity Commencement Date and making the following adjustments:

• We deduct a proportional amount of the Account Fee, based on the fraction of the current Account Year that has elapsed.

• If applicable, we apply the Market Value Adjustment to your Account Value in the Fixed Account, which may result in an addition or no change.

• We deduct any applicable premium tax or similar tax if not previously deducted.

Variable Annuity Payments

On the Annuity Commencement Date, we will exchange your Account’s Variable Accumulation Units for Annuity Units upon which we will assess annual insurance charges of 1.65% of your average daily Annuity Unit values. Variable Annuity payments may vary each month. We determine the dollar amount of the first payment using the portion of your Adjusted Account Value applied to a Variable Annuity and the “annuity payment rates” in your Contract, which are based on an assumed interest rate of 3% per year, compounded annually. (See “Annuity Payment Rates.”)

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To calculate the remaining payments, we convert the amount of the first payment into Annuity Units for each Sub-Account; we determine the number of those Annuity Units by dividing the portion of the first payment attributable to the Sub-Account by the Annuity Unit value of that Sub-Account for the Valuation Period ending just before the Annuity Commencement Date. This number of Annuity Units for each Sub-Account will remain constant (unless the Annuitant requests a transfer among Sub-Accounts). However, the dollar amount of the next Variable Annuity payment, which is the sum of the number of Annuity Units for each Sub-Account times its Annuity Unit value for the Valuation Period ending just before the date of the payment, will increase, decrease, or remain the same, depending on the net investment return of the Sub-Accounts.

If the net investment return of the Sub-Accounts selected is the same as the assumed interest rate of 3%, compounded annually, the payments will remain level. If the net investment return exceeds the assumed interest rate, payments will increase and, conversely, if it is less than the assumed interest rate, payments will decrease.

Please refer to the Statement of Additional Information for more information about calculating Variable Annuity Units and Variable Annuity payments, including examples of these calculations.

After you annuitize, we will deduct total insurance charges at an annual rate of 1.65% of your average daily Annuity Unit values. We will no longer deduct the mortality and expense risk charge or the charges for any optional living benefit or optional death benefit. The 1.65% charge, which includes an administrative expense charge and a distribution fee, compensates us for the risks and expenses associated with providing annuity payments during the Income Phase.

Fixed Annuity Payments

Fixed Annuity payments are the same each month. We determine the dollar amount of each Fixed Annuity payment using the fixed portion of your Adjusted Account Value and the applicable “annuity payment rates.” These will be either (1) the rates in your Contract, or (2) new rates we have published and are using on the Annuity Commencement Date, if they are more favorable. (See “Annuity Payment Rates.”)

Minimum Payments

If your Adjusted Account Value is less than $2,000, or the first annuity payment for any Annuity Option is less than $20, we will pay the Adjusted Account Value to the Annuitant in one payment, except as otherwise provided under your applicable living benefit.

Transfer of Variable Annuity Units

During the Income Phase, the Annuitant may transfer Annuity Units in one Sub-Account for Annuity Units in another Sub-Account, up to 12 times each Account Year. Any such transfers may be subject to any restrictions or other policies that the Funds have adopted to protect the Funds from short-term trading or other practices that are potentially harmful to the Fund (the “Funds’ Trading Policies”). The applicability of the Funds’ Trading Policies is the same during the Income Phase as during the Accumulation Phase, and this is discussed in this Prospectus under “Funds’ Trading Policies.” For the reasons discussed there, you should review and comply with each Fund’s Trading Policies, which are generally disclosed in the Funds’ current prospectuses.

To make a transfer, the Annuitant sends us, at our Service Address, a written request stating the number of Annuity Units in the Sub-Account he or she wishes to transfer and the new Sub-Account for which Annuity Units are requested. The number of new Annuity Units will be calculated so the dollar amount of an annuity payment on the date of the transfer would not be affected. To calculate this number, we use Annuity Unit values for the Valuation Period during which we receive the transfer request.

Before transferring Annuity Units in one Sub-Account for those in another, the Annuitant should carefully review the relevant Fund prospectuses for the investment objectives and risk disclosure of the Funds in which the Sub-Accounts invest.

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During the Income Phase, we permit only transfers among Sub-Accounts. No transfers to or from a Fixed Annuity are permitted.

Account Fee

During the Income Phase, we deduct the annual Account fee of $50 in equal amounts from each Variable Annuity payment. We do not deduct the annual Account fee from Fixed Annuity payments.

Annuity Payment Rates

Annuity payment rates are the rates we use to determine the dollar amount of an annuity payment under each Annuity Option. The Contract contains annuity payment rate schedules for each Annuity Option described in this Prospectus. These schedules show, for each $1,000 applied, the dollar amount of: (a) the first monthly Variable Annuity payment based on the assumed interest rate specified in the applicable Contract (3% per year, compounded annually); and (b) the monthly Fixed Annuity payment, when this payment is based on the minimum guaranteed interest rate specified in the Contract. We may change these rates under Group Contracts for Accounts established after the effective date of such change. (See “Modification.”)

The annuity payment rates may vary according to the Annuity Option elected and the adjusted age of the Annuitant. The Contracts also describe the method of determining the adjusted age of the Annuitant. The mortality table used in determining the annuity payment rates for Annuity Options A, B and C is the Annuity 2000 Table.

Annuity Options as Method of Payment for Death Benefit

You or your Beneficiary may also select one or more Annuity Options to be used in the event of the Covered Person’s death before the Income Phase, as described under the “Death Benefit” section of this Prospectus. In that case, your Beneficiary will be the Annuitant. The Annuity Commencement Date will be the first day of the second month beginning after the Death Benefit Date.

OTHER CONTRACT PROVISIONS

Exercise of Contract Rights

An Individual Contract belongs to the individual to whom the Contract is issued. A Group Contract belongs to the Owner. In the case of a Group Contract, the Owner may expressly reserve all Contract rights and privileges; otherwise, each Participant will be entitled to exercise such rights and privileges. In any case, such rights and privileges can be exercised without the consent of the Beneficiary (other than an irrevocably designated Beneficiary) or any other person. Such rights and privileges may be exercised only before the Annuity Commencement Date, except as the Contract otherwise provides.

The Annuitant becomes the Payee on and after the Annuity Commencement Date. The Beneficiary becomes the Payee on the death of the Covered Person prior to the Annuity Commencement Date, or on the death of the Annuitant after the Annuity Commencement Date. Such Payee may thereafter exercise such rights and privileges, if any, of ownership which continue.

Change of Ownership

Ownership of a Qualified Contract may not be transferred except to: (1) the Annuitant; (2) a trustee or successor trustee of a pension or profit sharing trust which is qualified under Section 401 of the Internal Revenue Code; (3) the employer of the Annuitant, provided that the Qualified Contract after transfer is maintained under the terms of a retirement plan qualified under Section 403(a) of the Internal Revenue Code for the benefit of the Annuitant; (4) the trustee or custodian of an individual retirement account plan qualified under Section 408 of the Internal Revenue Code for the benefit of the Participants under a Group Contract; or (5) as otherwise permitted from time to time by laws and regulations governing the retirement or deferred compensation plans for which a Qualified Contract may be issued.

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Subject to the foregoing, a Qualified Contract may not be sold, assigned, transferred, discounted or pledged as collateral for a loan or as security for the performance of an obligation or for any other purpose to any person other than the Company.

The Owner of a Non-Qualified Contract may change the ownership of the Contract prior to the Annuity Commencement Date; and each Participant, in like manner, may change the ownership interest in a Contract. A change of ownership will not be binding on us until we receive written notification, in good order. When we receive such notification, the change will be effective as of the date on which the request for change was signed by the Owner or Participant, as appropriate, but the change will be without prejudice to us on account of any payment we make or any action we take before receiving the change. If you change the Owner of a Non-Qualified Contract, you will become immediately liable for the payment of taxes on any gain realized under the Contract prior to the change of ownership, including possible liability for a 10% federal excise tax.

Change of ownership will not change the Covered Person named when the Contract is issued. This means that all death benefits and surrender charge waivers will continue to be based on the Covered Person and not the Participant. The amount payable on the death of the new Participant will be the Surrender Value.

Voting of Fund Shares

To the extent required by law, we will vote all shares held in the Variable Account in accordance with instructions we receive from persons with voting interests in the Funds. During the Accumulation Phase, you will have the right to give voting instructions, except in the case of a Group Contract in which the Owner has reserved this right. During the Income Phase, the Payee (that is, the Annuitant or Beneficiary entitled to receive benefits) is the person having the right to give voting instructions.

Before a vote of the shareholders of a Fund occurs, each person with voting interests in the Fund will receive voting materials from us. We will ask those persons to instruct us on how to vote and to return their respective voting instructions to us in a timely manner. Each such person is permitted to cast votes based on the dollar value of the shares of each Fund that we hold for your Contract in the corresponding Sub-Account. We calculate this value based on the number of Variable Accumulation Units or Variable Annuity Units allocated to your Contract as of the date set by the Fund and the value of each Variable Accumulation Unit or Variable Annuity Unit on that date. We count fractional votes.

We will vote any shares attributable to us and Fund shares for which no timely voting instructions are received in the same proportion as the shares for which we receive instructions from person(s) with voting interests in the Fund. Because of this method of proportional voting, a small number of persons with voting interests in the Fund may determine the outcome of a shareholder vote. If, however, we determine that we are permitted to vote the Fund shares in our own right, then we may do so.

Note: Owners of Qualified Contracts issued on a group basis may be subject to other voting provisions of the particular retirement plan and under the Investment Company Act of 1940. Employees who contribute to retirement plans that are funded by the Contracts may be entitled to instruct the Owners as to how to instruct us to vote the Fund shares attributable to their contributions. Such retirement plans may also provide the additional extent, if any, to which an Owner shall follow voting instructions of persons with rights under those plans. If no voting instructions are received from any such person with respect to a particular Contract, the Owner may instruct us as to how to vote the number of Fund shares for which instructions may be given.

Reports to Owners

We will send you, by regular U.S. mail, confirmation of all Purchase Payments (including any interest credited), withdrawals, (including any withdrawal charges and federal taxes on withdrawals), minimum distributions, death benefit payments, transfers (excluding dollar-cost averaging transfers) and living benefit credits or refunds. Such confirmations will be sent within two business days after the transaction occurs.

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In addition, within five business days after each calendar quarter, we will send you, by regular U.S. mail, a statement showing your current Account Value, death benefit value, and investment allocation by asset class. Each quarterly statement will detail transactions that occurred during the last calendar quarter including Purchase Payments, annuity payments, transfers (including dollar-cost averaging transfers), partial withdrawals, systematic withdrawals, minimum distributions, portfolio rebalancing, asset reallocations, step-ups credited on living benefits, and annual contract fees assessed.

We will also send you annual and semi-annual reports of the Funds in which you are invested, including a list of investments held by each portfolio as of the current date of the report.

If you have enrolled in the electronic delivery service and consented to receive documents electronically, we will send you an email at the address you provided notifying you when we have posted your confirmations, statements, and reports on our website.

It is your obligation to review each such statement carefully and to report to us, at the address or telephone number provided on the statement, any errors or discrepancies in the information presented therein within 60 days of the date of such statement. Unless we receive notice of any such error or discrepancy from you within such period, we may not be responsible for correcting the error or discrepancy.

Substitution of Securities

Shares of any or all Funds may not always be available for investment under the Contract. We may add or delete Funds or other investment companies as variable investment options under the Contract. We may also substitute for the shares held in any Sub-Account shares of another Fund or shares of another registered open-end investment company or unit investment trust, provided that the substitution has been approved, if required, by the SEC. You will receive notice of any such Fund changes that affect your Contract by a supplement to this Prospectus.

Change in Operation of Variable Account

At our election and subject to any necessary vote by persons having the right to give instructions with respect to the voting of Fund shares held by the Sub-Accounts, the Variable Account may be operated as a management company under the Investment Company Act of 1940 or it may be deregistered under the Investment Company Act of 1940 in the event registration is no longer required. Deregistration of the Variable Account requires an order by the SEC. In the event of any change in the operation of the Variable Account pursuant to this provision, we may supplement this Prospectus to reflect the change and take such other action as may be necessary and appropriate to effect the change.

Splitting Units

We reserve the right to split or combine the value of Variable Accumulation Units, Annuity Units or any of them. In effecting any such change of unit values, strict equity will be preserved and no change will have a material effect on the benefits or other provisions of the Contract. Any changes we make by splitting or combining Variable Accumulation Unit values must comply with federal securities laws and regulations.

Modification

Upon notice to the Participant, in the case of an Individual Contract, and the Owner and Participant(s), in the case of a Group Contract (or the Payee(s) during the Income Phase), we may modify the Contract if such modification is consistent with federal securities laws and regulations and: (1) is necessary to make the Contract or the Variable Account comply with any law or regulation issued by a governmental agency to which the Company or the Variable Account is subject; (2) is necessary to assure continued qualification of the Contract under the Internal Revenue Code or other federal or state laws relating to retirement annuities or annuity contracts; (3) is necessary to reflect a change in the operation of the Variable Account or the Sub-Account(s) (see “Change in Operation of Variable Account”);

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(4) provides additional Variable Account and/or fixed accumulation options; or (5) as may otherwise be in the best interests of Owners, Participants, or Payees, as applicable. In the event of any such modification, we may supplement this Prospectus to reflect such modification.

In addition, upon notice to the Owner, we may modify a Group Contract to change the withdrawal charges, Account Fee, mortality and expense risk charges, administrative expense charges, the tables used in determining the amount of the first monthly variable annuity and fixed annuity payments and the formula used to calculate the Market Value Adjustment, provided that such modification applies only to Participant Accounts established after the effective date of such modification. In order to exercise our modification rights in these particular instances, we must notify the Owner of such modification in writing. The notice shall specify the effective date of such modification which must be at least 60 days following the date we mail notice of modification. All of the charges and the annuity tables which are provided in the Group Contract prior to any such modification will remain in effect permanently, unless improved by the Company, with respect to Participant Accounts established prior to the effective date of such modification.

Discontinuance of New Participants

We may limit or discontinue the acceptance of new Applications and the issuance of new Certificates under a Group Contract by giving 30 days prior written notice to the Owner. This will not affect rights or benefits with respect to any Participant Accounts established under such Group Contract prior to the effective date of such limitation or discontinuance.

Reservation of Rights

We reserve the right, to the extent permitted by law, to: (1) combine any two or more variable accounts or Sub-Accounts; (2) add or delete Funds, sub-series thereof or other investment companies and corresponding Sub-Accounts; (3) add or remove Guarantee Periods available at any time for election by a Participant; and (4) restrict or eliminate any of the voting rights of Participants (or Owners) or other persons who have voting rights as to the Variable Account. Where required by law, we will obtain approval of changes from Participants or any appropriate regulatory authority. In the event of any change pursuant to this provision, we may supplement this Prospectus and make appropriate endorsement to the Contract as necessary to reflect the change.

Right to Return

If you are not satisfied with your Contract, you may return it by mailing or delivering it to us at our Service Address within 10 days or longer if allowed by your state after it was delivered to you. State law may also allow you to return the Contract to your sales representative. (Information about your right to return period can be found on the first page of your Contract or prominently displayed in an endorsement to your Contract. You can also obtain information about your right to return period by contacting your sales representative.) When we receive the returned Contract, it will be cancelled and we will refund to you your Account Value. If applicable state law requires return of Purchase Payments, we will return the greater of (1) your Surrender Value or (2) the full amount of any Purchase Payment(s) we received.

If you are establishing an Individual Retirement Annuity (“IRA”), the Internal Revenue Code requires that we give you a disclosure statement containing certain information about the Contract and applicable legal requirements. We must give you this statement on or before the date the IRA is established. If we give you the disclosure statement before the seventh day preceding the date the IRA is established, you will not have any right of revocation under the Code. If we give you the disclosure statement at a later date, then you may give us a notice of revocation at any time within seven days after your Issue Date. Upon such revocation, we will refund your Purchase Payment(s). This right of revocation with respect to an IRA is in addition to the return privilege set forth in the preceding paragraph. We allow a Participant establishing an IRA a “ten day free-look,” notwithstanding the provisions of the Internal Revenue Code.

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TAX PROVISIONS

This section provides general information on the federal income tax consequences of ownership of a Contract and is not intended as tax advice. Actual federal tax consequences will vary depending on, among other things, the type of retirement plan under which your Contract is issued. Also, legislation altering the current tax treatment of annuity contracts could be enacted in the future and could apply retroactively to Contracts that were purchased before the date of enactment. We make no attempt to consider any applicable state or other income tax laws, any state and local estate or inheritance tax, or other tax consequences of ownership or receipt of distributions under a Contract. We also make no guarantee regarding the federal, state, or local tax status of any Contract or any transaction involving any Contract. You should consult a qualified tax professional for advice before purchasing a Contract or executing any other transaction (such as a rollover, distribution, withdrawal or payment) involving a Contract.

When you invest in an annuity contract, you usually do not pay taxes on your investment gains until you withdraw the money - generally for retirement purposes. If you invest in a variable annuity as part of an individual retirement plan, pension plan or employer-sponsored retirement program, your Contract is called a “Qualified Contract.” If your annuity is independent of any formal retirement or pension plan, it is termed a “Non-Qualified Contract.” The tax rules applicable to Qualified Contracts vary according to the type of retirement plan and the terms and conditions of the plan.

U.S. Federal Income Tax Provisions

The following discussion applies only to those Contracts issued in the United States. For a discussion of tax provisions affecting Contracts issued in Puerto Rico, see “Puerto Rico Tax Provisions.”

Taxation of Non-Qualified Contracts

Deductibility of Purchase Payments. For federal income tax purposes, Purchase Payments made under Non-Qualified Contracts are not deductible. Under certain circumstances, Purchase Payments made under Qualified Contracts may be excludible or deductible from taxable income. Any such amounts will also be excluded from the “investment in the contract” for purposes of determining the taxable portion of any distributions from a Qualified Contract. As a general rule, regardless of whether you own a Qualified or a Non-Qualified Contract, the amount of your tax liability on earnings and distributions will depend upon the specific tax rules applicable to your Contract and your particular circumstances.

Pre-Distribution Taxation of Contracts. Generally, an increase in the value of a Contract will not give rise to a current income tax liability to the Owner of a Contract or to any payee under the Contract until a distribution is received from the Contract. However, certain assignments or pledges of a Contract or loans under a Contract will be treated as distributions to the Owner of the Contract and will accelerate the taxability of any increases in the value of a Contract.

Also, corporate (or other non-natural person) Owners of a Non-Qualified Contract will generally incur a current tax liability on Account Value increases. There are certain exceptions to this current taxation rule, including: (i) any Contract that is an “immediate annuity”, which the Internal Revenue Code (the “Code”) defines as a single premium contract with an annuity commencement date within one year of the date of purchase which provides for a series of substantially equal periodic payments (to be made not less frequently than annually) during the annuity period, and (ii) any Contract that the non-natural person holds as agent for a natural person (such as where a bank or other entity holds a Contract as trustee under a trust agreement).

You should note that a qualified retirement plan generally provides tax deferral regardless of whether the plan invests in an annuity contract. For that reason, no decision to purchase an annuity should be based on the assumption that the purchase of an annuity is necessary to obtain tax deferral under a qualified plan.

Distributions and Withdrawals from Non-Qualified Contracts. The Account Value of a Non-Qualified Contract will generally include both (i) an amount attributable to Purchase Payments, the return of which will not be taxable, and (ii) an amount attributable to investment earnings, the receipt of which will be taxable at ordinary income rates. The relative portions of any particular distribution that derive from nontaxable Purchase Payments and taxable investment earnings depend upon the nature and the timing of that distribution.

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Any withdrawal of less than your entire Account Value under a Non-Qualified Contract before the Annuity Commencement Date must be treated as a receipt of investment earnings. You may not treat such withdrawals as a non-taxable return of Purchase Payments unless you have first withdrawn the entire amount of the Account Value that is attributable to investment earnings. For purposes of determining whether an Owner has withdrawn the entire amount of the investment earnings under a Non-Qualified Contract, the Code provides that all Non-Qualified deferred annuity contracts issued by the same company to the same Owner during any one calendar year must be treated as one annuity contract. If you withdraw your entire Account Value under a Non-Qualified Contract before the Annuity Commencement Date (a “full surrender”), the taxable portion will equal the amount you receive less the “investment in the contract” (i.e., the total Purchase Payments (excluding amounts that were deductible by, or excluded from the gross income of, the Owner of a Contract), less any Purchase Payments that were amounts previously received which were not includable in income).

Annuity Payments. A Payee who receives annuity payments under a Non-Qualified Contract after the Annuity Commencement Date, will generally be able to treat a portion of each payment as a nontaxable return of Purchase Payments and to treat only the remainder of each such payment as taxable investment earnings. Until the Purchase Payments have been fully recovered in this manner, the nontaxable portion of each payment will be determined by the ratio of (i) the total amount of the Purchase Payments made under the Contract, to (ii) the Payee’s expected return under the Contract. Once the Payee has received nontaxable payments in an amount equal to total Purchase Payments, no further exclusion is allowed and all future distributions will constitute fully taxable ordinary income. If payments are terminated upon the death of the Annuitant or other Payee before the Purchase Payments have been fully recovered, the unrecovered Purchase Payments may be deducted on the final return of the Annuitant or other Payee.

Penalty Tax on Certain Withdrawals. A penalty tax of 10% may also apply to taxable cash withdrawals, including lump-sum payments from Non-Qualified Contracts. This penalty will generally not apply to distributions made after age 59 ¹⁄₂, to distributions pursuant to the death or disability of the owner, to distributions that are a part of a series of substantially equal periodic payments made not less frequently than annually for life or life expectancy, or to distributions under an immediate annuity (as defined above). Other exceptions may be applicable under certain circumstances and special rules may be applicable in connection with the exceptions enumerated above. Also, additional exceptions apply to distributions from a Qualified Contract. You should consult a qualified tax professional with regard to exceptions from the penalty tax.

Taxation of Death Benefit Proceeds. Death benefits paid upon the death of a Participant are not life insurance benefits and will generally be includable in the income of the recipient to the extent they represent investment earnings under the contract. For this purpose, the amount of the investment in the contract is not affected by the Participant’s or Annuitant’s death, i.e., the investment in the contract must still be determined by reference to the Participant’s investment in the Contract. Special mandatory distribution rules also apply after the death of the Participant when the beneficiary is not the surviving spouse of the Participant.

If death benefits are distributed in a lump sum, the taxable amount of those benefits will be determined in the same manner as upon a full surrender of the contract. If death benefits are distributed under an annuity option, the taxable amount of those benefits will be determined in the same manner as annuity payments, as described above.

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

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

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

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Partial Annuitization. Under a new tax provision enacted in 2010, if part of an annuity contract’s value is applied to an annuity option that provides payments for one or more lives or for a period of at least ten years, those payments may be taxed as annuity payments instead of withdrawals. None of the payment options under the Contract is intended to qualify for this “partial annuitization” treatment.

Taxation of Qualified Contracts

“Qualified Contracts” are Contracts used with plans that receive tax-deferral treatment pursuant to specific provisions of the Code. Annuity contracts also receive tax-deferral treatment. It is not necessary that you purchase an annuity contract to receive the tax- deferral treatment available through a Qualified Contract. If you purchase this annuity Contract as a Qualified Contract, you do not receive additional tax-deferral. Therefore, if you purchase this annuity Contract as a Qualified Contract, you should do so for reasons other than obtaining tax deferral.

You may use Qualified Contracts with several types of qualified retirement plans. Because tax consequences will vary with the type of qualified retirement plan and the plan’s specific terms and conditions, we provide below only brief, general descriptions of the consequences that follow from using Qualified Contracts in connection with various types of qualified retirement plans. We stress that the rights of any person to any benefits under these plans may be subject to the terms and conditions of the plans themselves, regardless of the terms of the Qualified Contracts that you are using. These terms and conditions may include restrictions on, among other things, ownership, transferability, assignability, contributions and distributions. Adverse tax consequences may result if you do not ensure that contributions, distributions and other transactions with respect to the Contract comply with the law.

Pension and Profit-Sharing Plans. Sections 401(a), 401(k) and 403(a) of the Code permit business employers and certain associations to establish various types of retirement plans for employees. The Code requirements are similar for qualified retirement plans of corporations and those of self- employed individuals. Self-employed persons, as a general rule, may therefore use Qualified Contracts as a funding vehicle for their retirement plans. Adverse tax consequences to the retirement plan, the participant or both may result if the Contract is transferred to any individual as a means to provide benefit payments, unless the plan complies with all the requirements applicable to such benefits prior to transferring the Contract.

Tax-Sheltered Annuities. Section 403(b) of the Code permits public school employees and employees of certain types of charitable, educational and scientific organizations specified in Section 501(c)(3) of the Code to purchase annuity contracts and, subject to certain limitations, exclude the amount of purchase payments from gross income for tax purposes. The Code imposes restrictions on cash withdrawals from Section 403(b) annuities (“TSA”).

Effective October 1, 2008, we stopped issuing any new TSAs, including Texas Optional Retirement Program annuities. We no longer accept any additional Purchase Payments to any previously issued TSAs.

The Internal Revenue Service’s (“IRS”) comprehensive TSA regulations are generally effective January 1, 2009, and these regulations, subsequent IRS guidance, and/or the terms of an employer’s TSA plan impose new restrictions on TSAs, including restrictions on (1) the availability of hardship distributions and loans, (2) TSA exchanges within the same employer’s TSA plan, and (3) TSA transfers to another employer’s TSA plan. You should consult with a qualified tax professional about how the regulations affect you and your TSA.

If TSAs are to receive tax-deferred treatment, cash withdrawals of amounts attributable to salary reduction contributions (other than withdrawals of accumulation account value as of December 31, 1988) may be made only when you attain age 59 ¹⁄₂, have a severance from employment with the employer, die or become disabled (within the meaning of Section 72(m)(7) of the Code). These restrictions apply to (i) any post-1988 salary reduction contributions, (ii) any growth or interest on post-1988 salary reduction contributions, (iii) any growth or interest on pre-1989 salary reduction contributions that occurs on or after January 1, 1989, and (iv) any pre-1989 salary reduction contributions since we do not maintain records that separately account for such contributions. It is permissible, however, to withdraw post-1988 salary reduction contributions (but not the earnings attributable to such contributions) in cases of financial hardship. Financial hardship withdrawals (as well as certain other premature withdrawals) are fully taxable and will be subject to a 10% federal income tax penalty, in addition to any applicable

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Contract withdrawal charge. Under certain circumstances the 10% federal income tax penalty will not apply if the withdrawal is for medical expenses. A financial hardship withdrawal may not be repaid once it is taken.

The IRS’s TSA regulations provide that TSA financial hardship withdrawals will be subject to the IRS rules applicable to hardship distributions from 401(k) plans. Specifically, if you have not terminated your employment or reached age 59 ¹⁄₂, you may be able to withdraw a limited amount of monies if you have an immediate and heavy financial need and the withdrawal amount is necessary to satisfy such financial need. An immediate and heavy financial need may arise only from:

• deductible medical expenses incurred by you, your spouse, or your dependents;

• payments of tuition and related educational fees for the next 12 months of post-secondary education for you, your spouse, or your dependents;

• costs related to the purchase of your principal residence (not including mortgage payments);

• payment necessary to prevent eviction from your principal residence or foreclosure of the mortgage on your principal residence;

• payments for burial or funeral expenses for your parent, spouse, children, or dependents; or

• expenses for the repair of damage to your principal residence that would qualify for the federal income tax casualty deduction.

You will be required to represent in writing to us (1) that your specified immediate and heavy financial need cannot reasonably be relieved through insurance or otherwise, by liquidation of your assets, by ending any contributions you are making under your TSA plan, by other distributions and nontaxable loans under any of your qualified plans, or by borrowing from commercial sources and (2) that your requested withdrawal amount complies with applicable law, including the federal tax law limit. And, unless your TSA was issued prior to September 25, 2007 and the only payments you made to such TSA were TSA funds you transferred directly to us from another TSA carrier (a “90-24 Transfer TSA”), your TSA employer also may need to agree in writing to your hardship request.

If your TSA contains a provision that permits loans, you may request a loan but you will be required to represent in writing to us that your requested loan amount complies with applicable law, including the federal tax law limit. And, unless your TSA is a 90-24 Transfer TSA, your TSA employer also may need to agree in writing to your loan request.

TSAs, like IRAs, are subject to required minimum distributions under the Code. TSAs are unique, however, in that any account balance accruing before January 1, 1987 (the “pre-1987 balance”) needs to comply with only the minimum distribution incidental benefit (MDIB) rule and not also with the minimum distribution rules set forth in Section 401(a)(9) of the Code. This special treatment for any pre-1987 balance is, however, conditioned upon the issuer identifying the pre-1987 balance and maintaining accurate records of changes to the balance. Since we do not maintain such records, your pre-1987 balance, if any, will not be eligible for special distribution treatment.

Under the terms of a particular TSA plan, you may be entitled to transfer or exchange all or a portion of your TSA to one or more alternative funding options within the same or different TSA plan. You should consult the documents governing your TSA plan and your plan administrator for information as to such investment alternatives. If you wish to transfer/exchange your TSA, you will be able to do so only if the issuer of the new TSA certifies to us that the transfer/exchange is permissible under the TSA regulations and the applicable TSA plan. Your TSA employer also may need to agree in writing to your transfer/exchange request.

Individual Retirement Accounts and Annuities. Individual Retirement Accounts and Annuities (“IRAs”), as defined in Section 408 of the Code, permit eligible individuals to make annual contributions of up to the lesser of a specified dollar amount for the year or the amount of compensation includible in the individual’s gross income for the year. The contributions may be deductible in whole or in part, depending on the individual’s income. In addition, certain distributions from some other types of retirement plans may be “rolled over” into an IRA on a tax-deferred basis without regard to these limits. Amounts in the IRA (other than nondeductible contributions) are taxed when distributed from the IRA. A 10% penalty tax generally applies to distributions made before age 59 ¹⁄₂, unless an exception applies. The Internal

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Revenue Service imposes special information requirements with respect to IRAs and we will provide purchasers of the Contracts as Individual Retirement Annuities with any necessary information. You will have the right to revoke a Contract issued as an Individual Retirement Annuity under certain circumstances, as described in the section of this Prospectus entitled “Right to Return.” If your Contract is issued in connection with an Individual Retirement Account, we have no information about the Account and you should contact the Account’s trustee or custodian.

Roth Individual Retirement Arrangements. Section 408A of the Code permits certain eligible individuals to contribute to an individual retirement program called a Roth IRA. Unlike contributions to a traditional IRA under Section 408 of the Code, contributions to a Roth IRA are not tax-deductible. Provided certain conditions are satisfied, distributions are generally tax-free. Like traditional IRAs, Roth IRAs are subject to limitations on contribution amounts and the timing of distributions. If you roll over from or convert a traditional IRA Contract into a Roth IRA Contract or your Individual Retirement Account that holds a Contract is converted to a Roth Individual Retirement Account, the fair market value of the Contract is included in taxable income. Under IRS regulations and Revenue Procedure 2006-13, fair market value may exceed the Contract’s account balance. Thus, you should consult with a qualified tax professional prior to any conversion. Distributions from a Roth IRA are generally not taxed, except that once aggregate distributions exceed contributions to the Roth IRA, income tax and a 10% penalty tax may apply to distributions made (1) before age 59 ¹⁄₂ (subject to certain exceptions) or (2) during the five taxable years starting with the year in which the first contribution is made to any Roth IRA. A 10% penalty tax may apply to amounts attributable to a conversion from an IRA if they are distributed during the five taxable years beginning with the year in which the conversion was made.

The Internal Revenue Service imposes special information requirements with respect to Roth IRAs and we will provide the necessary information for Contracts issued as Roth Individual Retirement Annuities. If your Contract is issued in connection with a Roth Individual Retirement Account, we have no information about the Account and you should contact the Account’s trustee or custodian.

Distributions and Withdrawals from Qualified Contracts. In most cases, all of the distributions you receive from a Qualified Contract will constitute fully taxable ordinary income. Also, a 10% penalty tax will apply to distributions prior to age 59 ¹⁄₂, except in certain circumstances.

If you receive a distribution from a Qualified Contract used in connection with a qualified pension plan, from a tax-sheltered annuity, a governmental Code Section 457 plan or an IRA and roll over some or all of that distribution to another eligible plan, following the rules set out in the Code and IRS regulations, the portion of such distribution that is rolled over will not be includible in your income. An eligible rollover distribution from a qualified plan, tax-sheltered annuity or governmental Section 457 plan will be subject to 20% mandatory withholding as described below. Because the amount of the cash paid to you as an eligible rollover distribution will be reduced by this withholding, you will not be able to roll over the entire account balance under your Contract, unless you use other funds equal to the tax withholding to complete the rollover. Rollovers of IRA distributions are not subject to the 20% mandatory withholding requirement.

An eligible rollover distribution from a qualified plan, governmental Section 457 plan or tax-sheltered annuity is any distribution of all or any portion of the balance to the credit of an employee, except that the term does not include:

• a distribution which is one of a series of substantially equal periodic payments made annually under a lifetime annuity or for a specified period of ten years or more;

• any required minimum distribution; or

• any hardship distribution.

Only you or your surviving spouse Beneficiary may elect to roll over a distribution to an eligible retirement plan. However, a non-surviving-spouse Beneficiary may be able to directly transfer a distribution to a so-called inherited IRA that will be subject to the IRS distribution rules applicable to beneficiaries.

Withholding. In the case of an eligible rollover distribution (as defined above) from a Qualified Contract (other than from an IRA), we (or the plan administrator) must withhold and remit to the U.S. Government 20% of the distribution,

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unless the Participant or Payee elects to make a direct rollover of the distribution to another qualified retirement plan that is eligible to receive the rollover; however, a non-surviving-spouse Beneficiary may elect a direct rollover only in a so-called inherited IRA. In the case of a distribution from (i) a Non-Qualified Contract, (ii) an IRA, or (iii) a Qualified Contract where the distribution is not an eligible rollover distribution, we will withhold and remit to the U.S. Government a part of the taxable portion of each distribution unless, prior to the distribution, the Participant or Payee provides us his or her taxpayer identification number and instructs us (in the manner prescribed) not to withhold. The Participant or Payee may credit against his or her federal income tax liability for the year of distribution any amounts that we (or the plan administrator) withhold.

Investment Diversification and Control

The Treasury Department has issued regulations that prescribe investment diversification requirements for the mutual fund series underlying non-qualified variable contracts. All Non-Qualified Contracts must comply with these regulations to qualify as annuities for federal income tax purposes. The owner of a Non-Qualified Contract that does not meet these guidelines will be subject to current taxation on annual increases in value of the Contract. We believe that each Fund available as an investment option under the Contract complies with these regulations.

In certain circumstances, owners of variable annuity contracts have been considered for Federal income tax purposes to be the owners of the assets of the separate account supporting their contracts due to their ability to exercise investment control over those assets. When this is the case, the contract owners have been currently taxed on income and gains attributable to the variable account assets. There is limited guidance in this area, and some features of our Contracts, such as the flexibility of an owner to allocate premium payments and transfer amounts among the investment divisions of the separate account, have not been explicitly addressed in published rulings. While we believe that the Contracts do not give Owners investment control over separate account assets, we reserve the right to modify the Contracts as necessary to prevent an Owner from being treated as the Owner of the separate account assets supporting the Contract. Nevertheless, you should consult with a qualified tax professional on the potential impact of the investor control rules of the IRS as they relate to the investment decisions and activities you may undertake with respect to the Contract. In addition, the IRS and/or the Treasury Department may issue new rulings, interpretations or regulations on this subject in the future. Accordingly, we therefore reserve the right to modify the Contracts as necessary to attempt to prevent you from being considered the owner, for tax purposes, of the underlying assets. We also reserve the right to notify you if we determine that it is no longer practicable to maintain the Contract in a manner that was designed to prevent you from being considered the owner of the assets of the Separate Account. You bear the risk that you may be treated as the owner of Separate Account assets and taxed accordingly.

Tax Treatment of the Company and the Variable Account

As a life insurance company under the Code, we will record and report operations of the Variable Account separately from other operations. The Variable Account will not, however, constitute a regulated investment company or any other type of taxable entity distinct from our other operations. Under present law, we will not incur tax on the income of the Variable Account (consisting primarily of interest, dividends, and net capital gains) if we use this income to increase reserves under Contracts participating in the Variable Account.

Impact of Optional Death Benefits and Optional Living Benefits

For a further discussion, please refer to “Tax Issues Under SIR.”

Qualified Contracts. If your Contract is a Qualified Contract other than a Roth IRA, it is subject to certain required minimum distribution (RMD) requirements imposed by the Internal Revenue Code and IRS regulations. Under the RMD rules, distributions must begin no later than April 1 of the calendar year following the year in which you attain age 70 ¹⁄₂ or, for non-IRAs, the date of retirement instead of age 70 ¹⁄₂ if it is later. The RMD amount for a distribution calendar year is generally calculated by dividing the Contract’s value as of 12/31 of the prior calendar year by the applicable distribution factor set forth in a Uniform Lifetime Table in the IRS regulations.

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The IRS’s RMD regulations provide that the annual RMD amount is to be calculated based on the Contract’s Account Value as of 12/31 plus “the actuarial present value of any additional benefits” that are provided under your Contract (such as optional death and living benefits) which is also calculated as of 12/31. When we notify you yearly of the RMD amount, we will inform you if the calculation included the actuarial present value of any additional benefits since such inclusion would have increased your RMD amount. Because of the above actuarial present value requirements, your initial election of a Contract’s optional benefit could cause your RMD amount to be higher than it would be without such an election. Additionally, if your RMD amount exceeds your guaranteed withdrawal amount under an optional benefit, you will have to withdraw more than the guaranteed withdrawal amount to avoid the imposition of a 50% excise tax, causing a reset of your guaranteed withdrawal amount. Prior to electing to participate in any optional benefit, you should consult with a qualified tax professional as to the possible effect of that benefit on your yearly RMD amounts.

You may take an RMD amount calculated for a particular Individual Retirement Annuity from that Annuity or from another IRA of yours. Similarly, you may take an RMD amount calculated for a particular TSA annuity from that annuity or from another TSA account or TSA annuity of yours. If your Qualified Contract is an asset of a qualified retirement plan, the qualified plan is subject to the RMD requirements and the Contract, as an asset of the qualified plan, may need to be used as a source of funds for the RMDs.

If you are subject to the RMD requirements while you are enrolled in the AB Plan under any optional living benefit, any RMD amount that you take from the Contract will reduce the amount of the benefit under the AB Plan. This reduction could significantly reduce the value of the optional living benefit to you.

If you are subject to the RMD requirements while you are enrolled in the WB Plan under any optional living benefit, and any RMD amount that you take from the Contract ever exceeds the maximum amount that you may withdraw under the terms of the WB Plan, the additional withdrawal amount will reduce the amount of the benefit available under the WB Plan. This reduction could significantly reduce the value of the optional living benefit to you.

Participants in 403(b) plans who are under age 59 ¹⁄₂, are subject to withdrawal restrictions under the Internal Revenue Code that may prevent them from being able to make any withdrawals under the WB Plan while they remain under age 59 ¹⁄₂.

Prior to electing to participate in (or, if applicable, prior to renewing your participation in) any optional living benefit, you should consult with a qualified tax professional as to the possible effect of RMD distributions on the benefits that might otherwise be available under any optional living benefit.

If your Contract is a traditional Individual Retirement Annuity or is held by your traditional Individual Retirement Account and you convert such a traditional Annuity or Account to a Roth IRA (see “Roth Individual Retirement Arrangements”), the IRS’s rules for determining the amount of your taxable income at the time of conversion include an amount based on the RMD actuarial present value requirements discussed above. Thus, your election of a Contract’s optional benefit could cause your taxable income upon conversion to be higher than it would be without such an election. Prior to electing to participate in (or, if applicable, prior to renewing your participation in) any optional living benefit or death benefit, you should consult with a qualified tax professional as to the possible effect of that benefit on conversion taxable income.

For Qualified Contracts issued other than as Individual Retirement Annuities, (1) we do not calculate your annual RMD amount nor do we notify you of such amount and (2) you should contact the Account’s trustee or custodian about RMD requirements since we only provide the trustee or custodian with the Contract’s value (including any actuarial present value of additional benefits discussed below) so that it can be used by the trustee or custodian in the Account’s RMD calculations.

Non-Qualified Contracts. We are required to make a determination as to the taxability of any withdrawal you make in order to be able to annually report to the IRS and your information about your withdrawal. Under the Internal Revenue Code, any withdrawal from a Non-Qualified Contract is taxable to the extent the annuity’s cash value (determined without regard to surrender charges) exceeds the investment in the contract. There is no definition of “cash value” in the Code and, for tax reporting purposes, we are currently treating it as the Account Value of the Contract. However, there

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can be no assurance that the IRS will agree that this is the correct cash value. The IRS could, for example, determine that the cash value is the Account Value plus an additional amount representing the value of an optional benefit. If this were to occur, election of an optional benefit could cause any withdrawal, including a withdrawal under the withdrawal benefit of any optional living benefit, to have a higher proportion of the withdrawal derived from taxable investment earnings. Prior to electing to participate in an optional benefit (or, if applicable, prior to renewing your participation in any optional living benefit), you should consult with a qualified tax professional as to the meaning of “cash value.”

Definition of Spouse Under Federal Law

The Contract provides that upon your death, a surviving spouse may have certain continuation rights that he or she may elect to exercise for the Contract’s death benefit and any joint-life coverage under an optional living benefit. All Contract provisions relating to spousal continuation are available only to a person who meets the definition of “spouse” under federal law. The U.S. Supreme Court has held that same-sex marriages must be permitted under state law and that marriages recognized under state law will be recognized for federal law purposes. Domestic partnerships and civil unions that are not recognized as legal marriages under state law, however, will not be treated as marriages under federal law. Consult a qualified tax professional for more information on this subject.

Federal Estate Taxes

While no attempt is being made to discuss the Federal estate tax implications of the Contract, a purchaser should keep in mind that the value of an annuity contract owned by a decedent and payable to a beneficiary by virtue of an annuity contract owned by a decedent and payable to a beneficiary by virtue of surviving the decedent is included in the decedent’s gross estate. Depending on the terms of the annuity contract, the value of the annuity included in the gross estate may be the value of the lump sum payment payable to the designated beneficiary or the actuarial value of the payments to be received by the beneficiary. Please consult an estate planning adviser for more information.

Generation-skipping Transfer Tax

Under certain circumstances, the Code may impose a “generation-skipping transfer tax” when all or part of an annuity contract is transferred to, or a death benefit is paid to, an individual two or more generations younger than the Owner. Regulations issued under the Code may require us to deduct the tax from your Contract, or from any applicable payment, and pay it directly to the IRS. Please consult a qualified tax professional for more information.

American Taxpayer Relief Act of 2012

The American Taxpayer Relief Act of 2012 (ATRA) permanently extended the laws governing estate taxes, gift taxes and generation skipping transfer taxes that were put in place by the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010 (TRA 2010), with one notable exception - the top estate tax, gift tax and generation skipping tax rate increases from 35% to 40%.

Medicare Tax

Beginning in 2013, distributions from non-qualified annuity policies will be considered “investment income” for purposes of the newly enacted Medicare tax on investment income. Thus, in certain circumstances, a 3.8% tax may be applied to some or all of the taxable portion of distributions (e.g. earnings) to individuals whose income exceeds certain threshold amounts ($200,000 for filing single, $250,000 for married filing jointly and $125,000 for married filing separately.) Please consult a qualified tax professional for more information.

Annuity Purchases by Residents of Puerto Rico

The Internal Revenue Service has announced that income received by residents of Puerto Rico under life insurance or annuity contracts issued by a Puerto Rico branch of a United States life insurance company is U.S.-source income that is generally subject to United States federal income tax.

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Annuity Purchases by Nonresident Aliens and Foreign Corporations

The discussion above provides general information regarding U.S. federal income tax consequences to annuity purchasers that are U.S. citizens or residents. Purchasers that are not U.S. citizens or residents will generally be subject to U.S. federal withholding tax on taxable distributions from annuity contracts at a 30% rate, unless a lower treaty rate applies. In addition, purchasers may be subject to state and/or municipal taxes and taxes that may be imposed by the purchaser’s country of citizenship or residence. Prospective purchasers are advised to consult with a qualified tax professional regarding U.S. state, and foreign taxation with respect to an annuity contract purchase.

Possible Tax Law Changes

Although the likelihood of legislative changes is uncertain, there is always the possibility that the tax treatment of the Contract could change by legislation or otherwise. Consult a qualified tax professional with respect to legislative developments and their effect on the Contract.

We have the right to modify the Contract in response to legislative changes that could otherwise diminish the favorable tax treatment that annuity contract owners currently receive. We make no guarantee regarding the tax status of any Contract and do not intend the above discussion as tax advice.

Puerto Rico Tax Provisions

The Contract offered by this Prospectus is considered a non-qualified annuity contract under Section 1022 of the Puerto Rico Internal Revenue Code of 1994, as amended and Section 1031.01 of the 2011 Internal Revenue Code for a New Puerto Rico, as amended (collectively the “Puerto Rico Code”). Under the current provisions of the Puerto Rico Code, no income tax is payable on increases in value of accumulation shares of annuity units credited to a variable annuity contract until payments are made to the annuitant or other payee under such contract.

When payments are made from your Contract in the form of an annuity, the annuitant or other payee will be required to include as gross income the lesser of the amount received during the taxable year or the portion of the amount received equal to 3% of the aggregate premiums or other consideration paid for the annuity. The amount, if any, in excess of the included amount is excluded from gross income as a return of premium. After an amount equal to the aggregate premiums or other consideration paid for the annuity has been excluded from gross income, all of the subsequent annuity payments are considered to be taxable income.

When a payment under a Contract is made in a lump sum, the amount of the payment would be included in the gross income of the Annuitant or other Payee to the extent it exceeds the Annuitant’s aggregate premiums or other consideration paid.

The provisions of the Puerto Rico Code with respect to qualified retirement plans described in this Prospectus vary significantly from those under the Internal Revenue Code. We currently offer the Contract in Puerto Rico in connection with Individual Retirement Arrangements that qualify under the U.S. Internal Revenue Code but do not qualify under the Puerto Rico Code. See the applicable text of this Prospectus under the heading “U.S. Federal Income Tax Provisions” dealing with such Arrangements and their RMD requirements. We may make Contracts available for use with other retirement plans that similarly qualify under the U.S. Internal Revenue Code but do not qualify under the Puerto Rico Code.

As a result of IRS Revenue Ruling 2004-75, as amplified by Revenue Ruling 2004-97, we will treat Contract distributions and withdrawals occurring on or after January 1, 2005 as U.S.-source income that is subject to U.S. income tax withholding and reporting. Under “TAX PROVISIONS,” see “Pre-Distribution Taxation of Contracts,” “Distributions and Withdrawals from Non-Qualified Contracts,” “Withholding” and “Non-Qualified Contracts.” You should consult a qualified tax professional for advice regarding the effect of Revenue Ruling 2004-75 on your U.S. and Puerto Rico income tax situation.

For information regarding the income tax consequences of owning a Contract, you should consult a qualified tax professional.

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ADMINISTRATION OF THE CONTRACT

We have engaged se², llc (“se²”), an affiliate of the Company and a leading third-party provider of contract administration services for many other life insurance companies, to administer the Contracts. Administrative functions performed by se² include maintaining the books and records of the Variable Account and the Sub-Accounts; maintaining records of the name, address, taxpayer identification number, Contract number, Participant Account number and type, the status of each Participant Account and other pertinent information necessary to the administration and operation of the Contract; processing Applications, Purchase Payments, transfers, Death Benefits and full and partial withdrawals; issuing Contracts and Certificates; administering annuity payments; furnishing accounting and valuation services; reconciling and depositing cash receipts; providing confirmations; providing toll-free customer service lines; and furnishing telephonic transfer services. The compensation paid to se² is based on the number of Contracts to which they provide these administrative services.

Business Disruption and Cyber Security Risks

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

DISTRIBUTION OF THE CONTRACT

Contracts are sold by licensed insurance agents (“the Selling Agents”) in those states where the Contract may be lawfully sold. Such Selling Agents will be registered representatives of affiliated or unaffiliated broker-dealer firms (“the Selling Broker-Dealers”) registered under the Securities Exchange Act of 1934 who are members of the Financial Industry Regulatory Authority (“FINRA”) and who have entered into selling agreements with the Company and the general distributor, Clarendon Insurance Agency, Inc. (“Clarendon”), 1601 Trapelo Road, Suite 30, Waltham, Massachusetts 02451. Clarendon is a wholly-owned subsidiary of the Company, is registered with the SEC under the Securities Exchange Act of 1934 as a broker-dealer and is a member of FINRA.

The Company (or its affiliate, for purposes of this section only, collectively, “the Company”), pays the Selling Broker-Dealers compensation for the promotion and sale of the Contract. The Selling Agents who solicit sales of the Contract typically receive a portion of the compensation paid by the Company to the Selling Broker-Dealers in the form of commissions or other compensation, depending on the agreement between the Selling Broker-Dealer and their Selling Agent. This compensation is not paid directly by the Participant or the separate account. The Company intends to recoup this compensation through fees and charges imposed under the Contract, and from profits on payments received by the Company for providing administrative, marketing, and other support and services to the Funds.

The amount and timing of commissions the Company may pay to Selling Broker-Dealers may vary depending on the selling agreement but is not expected to be more than 7.00% of Purchase Payments, and 1.25% annually of the Participant’s Account Value. The Company may pay or allow other promotional incentives or payments in the form of

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cash or other compensation to the extent permitted by FINRA rules and other applicable laws and regulations, and this compensation may be significant in amount.

The Company also pays compensation to wholesaling broker-dealers or other firms or intermediaries in return for wholesaling services such as providing marketing and sales support, product training and administrative services to the Selling Agents of the Selling Broker-Dealers. This compensation may be significant in amount and may be based on a percentage of Purchase Payments and/or a percentage of Contract value and/or may be a fixed dollar amount.

In addition to the compensation described above, the Company may make additional cash payments, in certain circumstances referred to as “override” compensation, or reimbursements to Selling Broker-Dealers in recognition of their marketing and distribution, transaction processing and/or administrative services support. These payments are not offered to all Selling Broker-Dealers, and the terms of any particular agreement governing the payments may vary among Selling Broker-Dealers depending on, among other things, the level and type of marketing and distribution support provided. Marketing and distribution support services may include, among other services, placement of the Company’s products on the Selling Broker-Dealers’ preferred or recommended list, access to the Selling Broker-Dealers’ registered representatives for purposes of promoting sales of the Company’s products, assistance in training and education of the Selling Agents, and opportunities for the Company to participate in sales conferences and educational seminars. The payments or reimbursements may be calculated as a percentage of the particular Selling Broker-Dealer’s actual or expected aggregate sales of our variable contracts (including the Contract) or assets held within those contracts and/or may be a fixed dollar amount. Broker-dealers receiving these additional payments may pass on some or all of the payments to the Selling Agent. The prospect of receiving, or the receipt of additional compensation as described above may provide Selling Broker-Dealers with an incentive to favor sales of the Contracts over other variable annuity contracts (or other investments) with respect to which the Selling Broker-Dealer does not receive additional compensation, or lower levels of additional compensation. You should take such payment arrangements into account when considering and evaluating any recommendation relating to the Contracts.

In addition to selling our variable contracts (including the Contract), some Selling Broker-Dealers or their affiliates may have other business relationships with the Company. Those other business relationships may include, for example, reinsurance agreements pursuant to which an affiliate of the Selling Broker-Dealer provides reinsurance to the Company relative to some or all of the Contracts or other variable policies issued by the Company or its affiliates. The potential profits for a Selling Broker-Dealer or its affiliates (including its registered representatives) associated with such reinsurance arrangements could be significant in amount and could indirectly provide incentives to the Selling Broker-Dealer and its Selling Agents to recommend products for which they provide reinsurance over similar products which do not result in potential reinsurance profits to the Selling Broker-Dealer or its affiliate. The operation of an individual contract is not impacted by whether the policy is subject to a reinsurance arrangement between the Company and an affiliate of the Selling Broker-Dealer.

As discussed in the preceding paragraphs, the Selling Broker-Dealer may receive numerous forms of payments that, directly or indirectly, provide incentives to, and otherwise facilitate and encourage the offer and sale of the Contracts by Selling Broker-Dealers and their registered representatives. Such payments may be greater or less in connection with the Contracts than in connection with other products offered and sold by the Company or by others. Accordingly, the payments described above may create a potential conflict of interest, as they may influence your Selling Broker-Dealer or registered representative to present a Contract to you instead of (or more favorably than) another product or products that might be preferable to you.

You should ask your Selling Agent for further information about what commissions or other compensation he or she, or the Selling Broker-Dealer for which he or she works, may receive in connection with your purchase of a Contract.

Commissions may be waived or reduced in connection with certain transactions described in this Prospectus under the heading “Waivers; Reduced Charges; Credits; Special Guaranteed Interest Rates.” During 2013, 2014, and 2015, respectively, approximately $49,775,418, $50,147,698, and $44,578,515, in commissions were paid by Delaware Life Insurance Company on behalf of Clarendon in connection with the distribution of the Contracts described in this Prospectus.

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AVAILABLE INFORMATION

The Company and the Variable Account have filed with the SEC registration statements under the Securities Act of 1933 relating to the Contracts. For further information regarding the Variable Account, the Company and the Contracts, please refer to the registration statements and their exhibits. In addition, the Company is subject to the informational requirements of the Securities Exchange Act of 1934. We file reports and other information with the SEC to meet these requirements.

You can inspect and copy this information and our registration statements at the SEC’s public reference facilities at the following location: 100 F Street, N.E., Washington, D.C. 20549-0102, telephone (202) 551-8090. The SEC’s public reference room will also provide copies by mail for a fee. You may also find these materials on the SEC’s website (www.sec.gov).

STATE REGULATION

The Company is subject to the laws of the State of Delaware governing life insurance companies and to regulation by the Commissioner of Insurance of Delaware. An annual statement is filed with the Commissioner of Insurance on or before March 1st in each year relating to the operations of the Company for the preceding year and its financial condition on December 31st of such year. Its books and records are subject to review or examination by the Commissioner or his agents at any time and a full examination of its operations is conducted at periodic intervals.

The Company is also subject to the insurance laws and regulations of the other states and jurisdictions in which it is licensed to operate. The laws of the State of Delaware and the various jurisdictions establish supervisory agencies with broad administrative powers with respect to licensing to transact business, overseeing trade practices, licensing agents, approving policy forms, establishing reserve requirements, fixing maximum interest rates on life insurance policy loans and minimum rates for accumulation of surrender values, prescribing the form and content of required financial statements and regulating the type and amounts of investments permitted. Each insurance company is required to file detailed annual reports with supervisory agencies in each of the jurisdictions in which it does business and its operations and accounts are subject to examination by such agencies at regular intervals.

In addition, many states regulate affiliated groups of insurers, such as the Company and its affiliates, under insurance holding company legislation. Under such laws, inter-company transfers of assets and dividend payments from insurance subsidiaries may be subject to prior notice or approval, depending on the size of such transfers and payments in relation to the financial positions of the companies involved. Such insurance holding company legislation protects the Company’s ability to pay all guaranteed contract benefits, including any optional living benefits and death benefits. Under insurance guaranty fund laws in most states, insurers doing business therein can be assessed (up to prescribed limits) for policyholder losses incurred by insolvent companies. The amount of any future assessments of the Company under these laws cannot be reasonably estimated. However, most of these laws do provide that an assessment may be excused or deferred if it would threaten an insurer’s own financial strength and many permit the deduction of all or a portion of any such assessment from any future premium or similar taxes payable. A state’s assessment on insurers in connection with the state guaranty fund would not affect the Company’s obligation to pay guaranteed contract benefits, including any optional living benefits and death benefits. If an assessment were so large as to affect the Company’s own ability to meet its obligations, then the provisions to excuse, defer, or offset such assessment would allow the Company to pay guaranteed contract benefits.

Although the federal government generally does not directly regulate the business of insurance, federal initiatives often have an impact on the business in a variety of ways. Current and proposed federal measures which may significantly affect the insurance business include employee benefit regulation, removal of barriers preventing banks from engaging in the insurance business, tax law changes affecting the taxation of insurance companies, the tax treatment of insurance products and its impact on the relative desirability of various personal investment vehicles.

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LEGAL PROCEEDINGS

The Company, like other insurance companies, is involved in lawsuits, including class action lawsuits. Although the outcome of any litigation cannot be predicted with certainty, Delaware Life Insurance Company believes that, at the present time, there are no pending or threatened lawsuits that are reasonably likely to have a material adverse impact on the Variable Account, on the ability of Clarendon Insurance Agency, Inc. to perform under its principal underwriting agreement, or on our ability to meet our obligations under the Contract.

FINANCIAL STATEMENTS

The financial statements of the Company which are included in the SAI should be considered only as bearing on the ability of the Company to meet its obligations with respect to amounts allocated to the Fixed Account and with respect to the death benefit and the Company’s assumption of the mortality and expense risks. They should not be considered as bearing on the investment performance of the Fund shares held in the Sub-Accounts of the Variable Account.

The financial statements of the Variable Account for the year ended December 31, 2015 are also included in the SAI.

TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

Delaware Life Insurance Company	2
Advertising and Sales Literature	2
Tax-Deferred Accumulation	4
Calculations	4
Example of Net Investment Factor Calculation	4
Example of Variable Accumulation Unit Value Calculation	5
Annuity Provisions	5
Determination of Annuity Payments	5
Annuity Unit Value	6
Example of Variable Annuity Unit Calculation	6
Example of Variable Annuity Payment Calculation	6
Distribution of the Contracts	7
Custodian	7
Experts	7
Financial Statements	8

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APPENDIX A - GLOSSARY

The following terms as used in this Prospectus have the indicated meanings:

ACCOUNT or PARTICIPANT ACCOUNT: An account established for each Participant to which Net Purchase Payments are credited.

ACCOUNT QUARTER: A three-month period, with the first Account Quarter beginning on your Issue Date.

ACCOUNT VALUE: The Variable Account Value, if any, plus the Fixed Account Value, if any, of your Account for any Valuation Period.

ACCOUNT YEAR and ACCOUNT ANNIVERSARY: Your first Account Year is the period 365 days (366, if a leap year) from the date on which we issued your Contract. Your Account Anniversary is the last day of an Account Year. Each Account Year after the first is the 365-day period that begins on your Account Anniversary. For example, if the Issue Date is on March 12, the first Account Year is determined from the Issue Date and ends on March 12 of the following year. Your Account Anniversary is March 12 and all Account Years after the first are measured from March 12. (If the Anniversary Date falls on a non-Business Day, the previous Business Day will be used.)

ACCUMULATION PHASE: The period before the Annuity Commencement Date and during the lifetime of the Annuitant (and while the Covered Person and all Owners are still alive) during which you make Purchase Payments under the Contract. This is called the “Accumulation Period” in the Contract.

ADJUSTED PURCHASE PAYMENTS: Purchase Payments adjusted for partial withdrawals as described in “Calculating the Death Benefit.”

*ANNUITANT: The person or persons to whom the first annuity payment is made. If either Annuitant dies prior to the Annuity Commencement Date, the surviving Annuitant will become the sole Annuitant. The Annuitant becomes the Payee on the Annuity Commencement Date.

ANNUITY COMMENCEMENT DATE: The date on which the first annuity payment under each Contract is to be made.

ANNUITY OPTION: The method you choose for making annuity payments.

ANNUITY UNIT: A unit of measure used in the calculation of the amount of the second and each subsequent Variable Annuity payment from the Variable Account.

APPLICATION: The document signed by you or other evidence acceptable to us that serves as your application for participation under a Group Contract or purchase of an Individual Contract.

*BENEFICIARY: The person or entity having the right to receive the death benefit and, for a Certificate issued under a Non-Qualified Contract, who is the “designated beneficiary” for purposes of Section 72(s) of the Code in the event of the Participant’s death. Notwithstanding the foregoing, if there is more than one Participant of a Non-Qualified Contract, the surviving Participant will be deemed the beneficiary under the preceding sentence and any other designated beneficiary will be treated as a contingent beneficiary. The Beneficiary becomes the Payee on the death of the Covered Person prior to the Annuity Commencement Date, or on the death of the Annuitant on or after the Annuity Commencement Date.

BUSINESS DAY: Any day the New York Stock Exchange is open for trading. Also, any day on which we make a determination of the value of a Variable Accumulation Unit.

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CERTIFICATE: The document for each Participant which evidences the coverage of the Participant under a Group Contract.

COMPANY (“WE”, “US” “DELAWARE LIFE”): Delaware Life Insurance Company.

CONTRACT: Any Individual Contract, Group Contract, or Certificate issued under a Group Contract.

COVERED PERSON: The person(s) identified as such in the Contract whose death will trigger the death benefit provisions of the Contract and whose medically necessary stay in a hospital or nursing facility may allow the Participant to be eligible for a waiver of the withdrawal charge. The Participant/Owner is the Covered Person unless there is a non-natural Owner, such as a trust, in which case the Annuitant is the Covered Person.

DEATH BENEFIT DATE: If you have elected a death benefit payment option before the Covered Person’s death that remains in effect, the date on which we receive Due Proof of Death. If your Beneficiary elects the death benefit payment option, the later of (a) the date on which we receive the Beneficiary’s election and (b) the date on which we receive Due Proof of Death. If we do not receive the Beneficiary’s election within 60 days after we receive Due Proof of Death, the Beneficiary shall be deemed to have elected to defer receipt of payment under any death benefit option until such time as a written election is received by the Company or a distribution is required by law.

DESIGNATED FUNDS: The limited investment options you can choose if you are participating in a living benefit.

DUE PROOF OF DEATH: Receipt by the Company of (1) an original certified copy of an official death certificate or an original certified copy of a decree of a court of competent jurisdiction as to the finding of death, and (2) any other information or documentation required by the Company that is necessary to make payment (e.g., taxpayer identification numbers, beneficiary names and addresses, state inheritance tax waivers, etc.).

FIXED ACCOUNT: The general account of the Company, consisting of all assets of the Company other than those allocated to a separate account of the Company.

FIXED ACCOUNT VALUE: The value of that portion of your Account allocated to the Fixed Account.

FIXED ANNUITY: An annuity with payments which do not vary as to dollar amount.

FUND: A registered management investment company, or series thereof, in which assets of a Sub-Account may be invested.

GOOD ORDER: An instruction that is received by the Company, that is sufficiently complete and clear, along with all forms, information and supporting legal documentation (including any required spousal or joint owner’s consents) so that the Company does not need to exercise any discretion to follow such instruction. All orders to process a withdrawal request, a request to surrender your Contract, a fund transfer request, or a death benefit claim must be in good order.

GROUP CONTRACT: A Contract issued by the Company on a group basis.

GUARANTEE AMOUNT: Each separate allocation of Account Value to a particular Guarantee Period (including interest earned thereon).

GUARANTEE PERIOD: The period for which a Guaranteed Interest Rate is credited.

GUARANTEED INTEREST RATE: The rate of interest we credit on a compound annual basis during any Guarantee Period.

INCOME PHASE: The period on and after the Annuity Commencement Date and during the lifetime of the Annuitant during which we make annuity payments under the Contract.

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INDIVIDUAL CONTRACT: A Contract issued by the Company on an individual basis.

ISSUE DATE: The date the Contract becomes effective which is the date we apply your initial Net Purchase Payment to your Account and issue your Contract. This is called the “Date of Coverage” in the Contract.

NET INVESTMENT FACTOR: An index applied to measure the investment performance of a Sub-Account from one Valuation Period to the next. The Net Investment Factor may be greater than, less than, or equal to one.

MAXIMUM ANNUITY COMMENCEMENT DATE: The first day of the month following the youngest Annuitant’s 95^th birthday.

NET PURCHASE PAYMENT: The portion of a Purchase Payment which remains after the deduction of any applicable premium tax or similar tax.

NON-QUALIFIED CONTRACT: A Contract used in connection with a retirement plan that does not receive favorable federal income tax treatment under Sections 401, 403, 408, or 408A of the Internal Revenue Code. The Participant’s interest in the Contract must be owned by a natural person or agent for a natural person for the Contract to receive income tax treatment as an annuity.

OPEN DATE: The Business Day your Application is received by the Company at its Service Address. The ages of all Owners and Annuitants on the Open Date determines your eligibility for purchasing a Contract and for electing the optional death benefit and the optional living benefit.

*OWNER: The person, persons or entity entitled to the ownership rights stated in a Group Contract and in whose name or names the Group Contract is issued. The Owner may designate a trustee or custodian of a retirement plan which meets the requirements of Section 401, Section 408(c), Section 408(k), Section 408(p) or Section 408A of the Internal Revenue Code to serve as legal owner of assets of a retirement plan, but the term “Owner,” as used herein, shall refer to the organization entering into the Group Contract.

*PARTICIPANT: In the case of an Individual Contract, the owner of the Contract. In the case of a Group Contract, the person named in the Contract who is entitled to exercise all rights and privileges of ownership under the Contract, except as reserved by the Owner. If there are two Participants, the death benefit is paid upon the death of either Participant.

PAYEE: A recipient of payments under a Contract. The term includes (1) an Annuitant or (2) a Beneficiary who becomes entitled to benefits upon the death of the Participant, or upon the death of the Annuitant on or after the Annuity Commencement Date.

PURCHASE PAYMENT (PAYMENT): An amount paid to the Company as consideration for the benefits provided by a Contract.

QUALIFIED CONTRACT: A Contract used in connection with a retirement plan which may receive favorable federal income tax treatment under Sections 401, 403, 408 or 408A of the Internal Revenue Code of 1986, as amended.

RENEWAL DATE: The last day of a Guarantee Period.

SERVICE ADDRESS: P.O. Box 758581, Topeka, KS 66675-8581 or such other address as we may hereafter specify to you by written notice.

SUB-ACCOUNT: That portion of the Variable Account which invests in shares of a specific Fund.

SURRENDER VALUE: The amount payable on full withdrawal (or surrender) of your Contract.

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VALUATION PERIOD: The period of time from one determination of Variable Accumulation Unit or Annuity Unit values to the next subsequent determination of these values. Value determinations are made as of the close of the New York Stock Exchange on each day that the Exchange is open for trading.

VARIABLE ACCOUNT: Variable Account F of the Company, which is a separate account of the Company consisting of assets set aside by the Company, the investment performance of which is kept separate from that of the general assets of the Company.

VARIABLE ACCUMULATION UNIT: A unit of measure used in the calculation of Variable Account Value.

VARIABLE ACCOUNT VALUE: The value of that portion of your Account allocated to the Variable Account.

VARIABLE ANNUITY: An annuity with payments which vary as to dollar amount in relation to the investment performance of the Variable Account.

YOU and YOUR: The terms “you” and “your” refer to “Owner,” “Participant,” and/or “Covered Person” as those terms are identified in the Contract.

* You specify these items on the Application, and may change them, as we describe in this Prospectus.

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APPENDIX B - WITHDRAWALS, WITHDRAWAL CHARGES, & MARKET VALUE ADJUSTMENT

Part 1: Variable Account (the Market Value Adjustment does not apply to the Variable Account)

Withdrawal Charge Calculation:

Full Withdrawal:

Assume a Purchase Payment of $40,000 is made on the Issue Date, no additional Purchase Payments are made and there are no partial withdrawals. The table below presents three examples of the withdrawal charge resulting from a full withdrawal of your Account, based on hypothetical Account Values.

	Account Year		Hypothetical Account Value		Free Withdrawal Amount		Purchase Payment Amount Subject to Withdrawal Charge		Withdrawal Charge Percentage			Withdrawal Charge Amount
(a)		1	$	41,000	$	4,000	$	37,000		8.00	%	$	2,960
		2	$	44,200	$	4,000	$	40,000		8.00	%	$	3,200
(b)		3	$	47,700	$	4,000	$	40,000		7.00	%	$	2,800
		4	$	51,500	$	4,000	$	40,000		6.00	%	$	2,400
(c)		5	$	55,600	$	55,600	$	0		0.00	%	$	0
		6	$	60,000	$	60,000	$	0		0.00	%	$	0

(a) The free withdrawal amount in any year is equal to 10% of all of the Purchase Payments you have made. In Account Year 1, the free withdrawal amount is $4,000, which equals 10% of the Purchase Payment of $40,000. On a full withdrawal of $41,000, the amount subject to a withdrawal charge is $37,000, which equals the Account Value of $41,000 minus the free withdrawal amount of $4,000.

(b) In Account Year 3, the free withdrawal amount is $4,000, which equals 10% of the Purchase Payment of $40,000. The Account Value minus the free withdrawal amount is $47,700 minus $4,000, which equals $43,700; however, the amount subject to a withdrawal charge is capped at the amount of your remaining Purchase Payments. Therefore, the amount subject to a withdrawal charge is $40,000, which is the amount of your remaining Purchase Payments.

(c) In Account Year 5, you have passed your fourth Account Anniversary, so no withdrawal charges apply to any withdrawals you make.

Partial Withdrawal:

Assume a single Purchase Payment of $40,000 is made on the Issue Date, no additional Purchase Payments are made, no partial withdrawals have been taken prior to the fourth Account Year, and there is a series of four partial withdrawals made during the fourth Account Year of $3,000, $8,000, $12,000, and $22,000.

Account Year	Hypothetical Account Value Before Withdrawal		Free Withdrawal Amount Before Withdrawal		Amount of Withdrawal		Amount of Withdrawal Subject to Withdrawal Charge		Withdrawal Charge Percentage			Withdrawal Charge Amount		Remaining Free Withdrawal Amount After Withdrawal		Hypothetical Account Value after Withdrawal
1	$	41,000	$	4,000	$	0	$	0		8.00	%	$	0	$	4,000	$	41,000
2	$	44,200	$	4,000	$	0	$	0		8.00	%	$	0	$	4,000	$	44,200
3	$	47,700	$	4,000	$	0	$	0		7.00	%	$	0	$	4,000	$	47,700
(a) 4	$	48,200	$	4,000	$	3,000	$	0		6.00	%	$	0	$	1,000	$	45,200
(b) 4	$	46,000	$	1,000	$	8,000	$	7,000		6.00	%	$	420	$	0	$	38,000
(c) 4	$	38,250	$	0	$	12,000	$	12,000		6.00	%	$	720	$	0	$	26,250
(d) 4	$	26,650	$	0	$	22,000	$	21,000		6.00	%	$	1,260	$	0	$	4,650
Totals					$	45,000	$	40,000		6.00	%	$	2,400	$	0	$	4,650

(a) In Account Year 4, the free withdrawal amount is $4,000, which equals 10% of the Purchase Payment of $40,000. The partial withdrawal amount of $3,000 is less than the free withdrawal amount, so there is no withdrawal charge.

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(b) Since a partial withdrawal of $3,000 was taken, the remaining free withdrawal amount in Account Year 4 is $4,000 - $3,000 = $1,000. Therefore, $1,000 of the $8,000 withdrawal is not subject to a withdrawal charge, and $7,000 is subject to a withdrawal charge. Of the $11,000 withdrawn to date, $4,000 has been from the free withdrawal amount and $7,000 has been from Purchase Payments. Therefore, the amount of remaining Purchase Payments is $33,000.

(c) Since $4,000 of the two prior Account Year 4 partial withdrawals was taken from the free withdrawal amount, the remaining free withdrawal amount in Account year 4 is $4,000 - $4,000 = $0. Therefore, the entire $12,000 withdrawal is subject to a withdrawal charge. Of the $23,000 withdrawn to date, $4,000 has been from the free withdrawal amount and $19,000 has been from Purchase Payments. Therefore, the amount of remaining Purchase Payments is $21,000.

(d) Since $4,000 of the three prior Account Year 4 partial withdrawals was taken from the free withdrawal amount, the remaining free withdrawal amount in Account Year 4 is $4,000 - $4,000 = $0. The amount of Purchase Payments remaining before this withdrawal is $21,000. Therefore, $21,000 of the $22,000 withdrawal is taken from Purchase Payments and is subject to a withdrawal charge, and $1,000 of the withdrawal is taken from earnings and is not subject to a withdrawal charge. Of the $45,000 withdrawn to date, $4,000 has been from the free withdrawal amount, $40,000 has been from Purchase Payments, and $1,000 has been from earnings. The amount of remaining Purchase Payments is now equal to $0. Note that if the $4,650 remaining balance was withdrawn, it would all be from earnings and not subject to a withdrawal charge. The total Account Year 4 withdrawal charges would then be $2,400, which is the same amount that was assessed for a full withdrawal in Account Year 4 in the example above.

Part 2 - Fixed Account - Examples of the Market Value Adjustment (“MVA”)

The MVA Factor is:

(	1 + I	)	N/12	-    1
	1 + J + b

These examples assume the following:

(1) The Guarantee Amount was allocated to a 5-year Guarantee Period with a Guaranteed Interest Rate of 6% or .06.

(2) The date of surrender is 2 years from the Expiration Date (N = 24).

(3) The value of the Guarantee Amount on the date of surrender is $11,910.16.

(4) The interest earned in the current Account Year is $674.16.

(5) No transfers or partial withdrawals affecting this Guarantee Amount have been made.

(6) Withdrawal charges, if any, are calculated in the same manner as shown in the examples in Part 1.

Example of a Positive MVA:

Assume that on the date of surrender, the current rate (J) is 5% or .05 and the b factor is zero.

The MVA factor	=	(	1 + I	)	N/12	-    1
			1 + J + b
	=	(	1 + .06	)	24/12	-    1
			1 + .05
	=	(	1.010	)	2	-    1
	=		1.019 - 1
	=		.019

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The value of the Guarantee Amount less interest credited to the Guarantee Amount in the current Account Year is multiplied by the MVA factor to determine the MVA:

($11,910.16 - $674.16) x .019 = $213.48

$213.48 represents the MVA that would be added to the value of the Guarantee Amount before the deduction of any withdrawal charge. For a partial withdrawal of $2,000 from this Guarantee Amount, the MVA would be ($2,000.00 - $674.16) x .019 = $25.19. $25.19 represents the MVA that would be added to the value of the partial withdrawal amount before the deduction of any withdrawal charge.

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APPENDIX C - PREVIOUSLY AVAILABLE OPTIONAL DEATH BENEFITS AND EXAMPLES

5% PREMIUM ROLL-UP (“5% ROLL-UP”) DEATH BENEFIT

Under the 5% Roll-Up, the death benefit will be the greater of:

• the amount payable under the basic death benefit, or

• the sum of your total Purchase Payments plus interest accruals, adjusted for partial withdrawals.

Under this death benefit, interest accrues at a rate of 5% per year on Purchase Payments and transfers to the Variable Account while they remain in the Variable Account. The 5% interest accruals will continue until the earlier of:

• the first day of the month following your 80th birthday, or

• the day the death benefit amount under this death benefit equals twice the sum of your Adjusted Purchase Payments.

Example 1:

Assume a Purchase Payment of $60,000 is made on the Issue Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested in the Sub-Accounts. No withdrawals are made. The Owner dies in the eighth Account Year. The Account Value on the Death Benefit Date is $135,000, and the value of the Purchase Payments accumulated at 5% until the Death Benefit Date is $140,000. The calculation of the death benefit to be paid is as follows:

The Death Benefit Amount will be the greatest of:
Account Value	=	$	135,000
Cash Surrender Value	=	$	135,000
Total of Adjusted Purchase Payments	=	$	100,000
5% Premium Roll-Up Value*	=	$	140,000
The Death Benefit Amount would therefore	=	$	140,000

* The 5% Premium Roll-Up Value is capped at 2 times the Adjusted Purchase Payments. Therefore, the cap = 2 x $100,000 = $200,000.

Example 2:

Assume a Purchase Payment of $60,000 is made on the Issue Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested in the Sub-Accounts and that the Account Value is $150,000 just prior to a $30,000 withdrawal. The Owner dies in the eighth Account Year. The Account Value on the Death Benefit Date is $90,000. The calculation of the death benefit to be paid is as follows:

The Death Benefit Amount will be the greatest of:
Account Value	=	$	90,000
Cash Surrender Value*	=	$	89,950
Total of Adjusted Purchase Payments**	=	$	80,000
5% Premium Roll-Up Value***	=	$	112,000
The Death Benefit Amount would therefore	=	$	112,000

* Cash Surrender Value is the amount we would pay you if you surrendered your entire Account Value. For a description of how Cash Surrender Value is calculated, see “Full Withdrawals” under the subheading “Cash Withdrawals.”

** Adjusted Purchase Payments can be calculated as follows: Purchase Payments x (Account Value after withdrawal ÷ Account Value before withdrawal) = $100,000 x ($120,000 ÷ $150,000) = $80,000.

*** The 5% Premium Roll-Up Value is capped at 2 times the Adjusted Purchase Payments. Therefore, the cap = 2 x $80,000 = $160,000.

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EARNINGS ENHANCEMENT BENEFIT PREMIER (“EEB PREMIER”) DEATH BENEFIT

If you elected EEB Premier, your death benefit will be the amount payable under the basic death benefit, PLUS the “EEB Premier amount.” Calculated as of the Death Benefit Date, the “EEB Premier amount” is determined as follows:

• If you are 69 or younger on your Open Date, the “EEB Premier amount” will be 45% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap. The cap is 100% of (a) the Adjusted Purchase Payments made prior to your death minus (b) any Purchase Payments made within the twelve months prior to your death but not within your first Account Year.

• If you are between the ages of 70 and 79 on your Open Date, the “EEB Premier amount” will be 25% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap. The cap is 40% of (a) the Adjusted Purchase Payments made prior to your death minus (b) any Purchase Payments made in the twelve months prior to your death but not within your first Account Year. In addition, on the Account Anniversary following your 85th birthday, the “EEB Premier amount” will be locked in. Partial withdrawals, whether before or after your 85th birthday, will proportionally reduce the “EEB Premier amount.”

Example 1:

Assume a Purchase Payment of $60,000 is made on the Issue Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested into the Sub-Accounts, no withdrawals are made and the Account Value on the Death Benefit Date is $135,000. In addition, this Contract was issued prior to the owner’s 70th birthday. Assume death occurs in Account Year 7. The calculation of the Death Benefit to be paid is as follows:

The Death Benefit Amount will be the greatest of:
Account Value	=	$	135,000
Cash Surrender Value*	=	$	135,000
Total of Adjusted Purchase Payments	=	$	100,000
The Death Benefit Amount would therefore	=	$	135,000

- PLUS -

The EEB amount, calculated as follows:
Account Value minus Adjusted Purchase Payments	=	$	35,000
45% of the above amount	=	$	15,750
Cap of 100% of Adjusted Purchase Payments	=	$	100,000
The lesser of the above two amounts = the EEB Premier amount	=	$	15,750

The total Death Benefit would be the amount paid on the basic death benefit plus the EEB Premier amount = $135,000 + $15,750 = $150,750.

Example 2:

Assume a Purchase Payment of $60,000 is made on the Issue Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested into the Sub-Accounts and that the Account Value is $135,000 just prior to a $20,000 withdrawal. The Account Value on the Death Benefit Date is $115,000. In addition, this Contract was issued prior to the owner’s 70th birthday and death occurs in year 7.

The Death Benefit Amount will be the greatest of:
Account Value	=	$	115,000
Cash Surrender Value*	=	$	115,000
Total of Adjusted Purchase Payments**	=	$	85,185
The Death Benefit Amount would therefore	=	$	115,000

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- PLUS -

The EEB amount, calculated as follows:
Account Value minus Adjusted Purchase Payments	=	$	29,815
45% of the above amount	=	$	13,417
Cap of 100% of Adjusted Purchase Payments	=	$	85,185
The lesser of the above two amounts = the EEB Premier amount	=	$	13,417

The total Death Benefit would be the amount paid on the basic death benefit plus the EEB Premier amount = $115,000 + $13,417 = $128,417.

* Cash Surrender Value is the amount we would pay you if you surrendered your entire Account Value. For a description of how Cash Surrender Value is calculated, see “Full Withdrawals” under the subheading “Cash Withdrawals.”

** Adjusted Purchase Payments can be calculated as follows: Payments x (Account Value after withdrawal ÷ Account Value before withdrawal) = $100,000 x ($115,000 ÷ $135,000) = $85,185.

EARNINGS ENHANCEMENT BENEFIT PREMIER PLUS (“EEB PREMIER PLUS”) DEATH BENEFIT

If you elected EEB Premier Plus, your death benefit will be the amount payable under the basic death benefit, PLUS the “EEB Premier Plus amount.” Calculated as of the Death Benefit Date, the “EEB Premier Plus amount” is determined as follows:

• If you are 69 or younger on your Open Date, the “EEB Premier Plus amount” will be 75% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap. The cap is 150% of (a) the Adjusted Purchase Payments made prior to your death minus (b) any Purchase Payments made within the 12 months prior to your death but not within your first Account Year.

• If you are between the ages of 70 and 79 on your Open Date, the “EEB Premier Plus amount” will be 35% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap. The cap is 60% of (a) the Adjusted Purchase Payments made prior to your death minus (b) any Purchase Payments made in the twelve months prior to your death but not within your first Account Year. In addition, on the Account Anniversary following your 85th birthday, the “EEB Premier Plus amount” will be locked in. Partial withdrawals, whether before or after your 85th birthday, will proportionally reduce the “EEB Premier Plus amount.”

Example:

Assume a Purchase Payment of $60,000 is made on the Issue Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested into the Sub-Accounts, no withdrawals are made and the Account Value on the Death Benefit Date is $135,000. In addition, this Contract was issued prior to the owner’s 70th birthday. Assume death occurs in Account Year 7. The calculation of the Death Benefit to be paid is as follows:

The Death Benefit Amount will be the greatest of:
Account Value	=	$	135,000
Cash Surrender Value*	=	$	135,000
Total of Adjusted Purchase Payments	=	$	100,000
The Death Benefit Amount would therefore	=	$	135,000

- PLUS -

The EEB Premier Plus amount, calculated as follows:
Account Value minus Adjusted Purchase Payments	=	$	35,000
75% of the above amount	=	$	26,250
Cap of 150% of Adjusted Purchase Payments	=	$	150,000
The lesser of the above two amounts = the EEB Premier Plus amount	=	$	26,250

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The total Death Benefit would be the amount paid on the basic death benefit plus the EEB Premier Plus amount = $135,000 + $26,250 = $161,250.

* Cash Surrender Value is the amount we would pay you if you surrendered your entire Account Value. For a description of how Cash Surrender Value is calculated, see “Full Withdrawals” under the subheading “Cash Withdrawals.”

EARNINGS ENHANCEMENT BENEFIT PREMIER WITH MAV (“EEB PREMIER WITH MAV”) DEATH BENEFIT

If you elected EEB Premier with MAV, your death benefit will be the amount payable under the MAV death benefit PLUS the “EEB Premier amount.” Calculated as of your Death Benefit Date, the “EEB Premier amount” is as follows:

• If you are 69 or younger on your Open Date, the “EEB Premier amount” will be 45% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap. The cap is 100% of (a) the Adjusted Purchase Payments made prior to your death minus (b) any Purchase Payments made in the twelve months prior to your death but not within your first Account Year.

• If you are between the ages of 70 and 79 on your Open Date, the “EEB Premier amount” will be 25% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap. The cap is 40% of (a) the Adjusted Purchase Payments made prior to your death minus (b) any Purchase Payments made in the twelve months prior to your death but not within your first Account Year. In addition, on the Account Anniversary following your 85th birthday, the “EEB Premier amount” will be locked in. Partial withdrawals, whether before or after your 85th birthday, will proportionally reduce the “EEB Premier amount.”

Example:

Assume a Purchase Payment of $60,000 is made on the Issue Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested into the Sub-Accounts, no withdrawals are made and the Account Value on the Death Benefit Date is $135,000. The Maximum Anniversary Value on the Death Benefit Date is $140,000. Assume death occurs in Account Year 7. In addition, this Contract was issued prior to the owner’s 70th birthday. The calculation of the Death Benefit to be paid is as follows:

The Death Benefit Amount will be the greatest of:
Account Value	=	$	135,000
Cash Surrender Value*	=	$	135,000
Total of Adjusted Purchase Payments	=	$	100,000
Maximum Anniversary Value	=	$	140,000
The Death Benefit Amount would therefore	=	$	140,000

- PLUS -

The EEB Premier amount, calculated as follows:
Account Value minus Adjusted Purchase Payments	=	$	35,000
45% of the above amount	=	$	15,750
Cap of 100% of Adjusted Purchase Payments	=	$	100,000
The lesser of the above two amounts = the EEB Premier amount	=	$	15,750

The total Death Benefit would be the amount paid on the MAV death benefit plus the EEB Premier amount = $140,000 + $15,750 = $155,750.

* Cash Surrender Value is the amount we would pay you if you surrendered your entire Account Value. For a description of how Cash Surrender Value is calculated, see “Full Withdrawals” under the subheading “Cash Withdrawals.”

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EARNINGS ENHANCEMENT BENEFIT PREMIER WITH 5% ROLL-UP (“EEB PREMIER WITH 5% ROLL-UP”) DEATH BENEFIT

If you elected EEB Premier with 5% Roll-Up, your death benefit will be the amount payable under the 5% Roll-Up death benefit PLUS the “EEB Premier amount.” Calculated as of your Death Benefit Date, the “EEB Premier amount” is determined as follows:

• If you are 69 or younger on your Open Date, the “EEB Premier amount” will be 45% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap. The cap is 100% of (a) the Adjusted Purchase Payments made prior to your death minus (b) any Purchase Payments made in the twelve months prior to your death but not within your first Account Year.

• If you are between the ages of 70 and 79 on your Open Date, the “EEB Premier amount” will be 25% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap. The cap is 40% of (a) the Adjusted Purchase Payments made prior to your death minus (b) any Purchase Payments made in the twelve months prior to your death but not within your first Account Year. In addition, on the Account Anniversary following your 85th birthday, the “EEB Premier amount” will be locked in. Partial withdrawals, whether before or after your 85th birthday, will proportionally reduce the “EEB Premier amount.”

Example:

Assume a Purchase Payment of $60,000 is made on the Issue Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested into the Sub-Accounts, no withdrawals are made and the Account Value on the Death Benefit Date is $135,000. The value of the Purchase Payments accumulated at 5% until the Death Benefit Date is $140,000. In addition, this Contract was issued prior to the owner’s 70th birthday. Assume death occurs in Account Year 7. The calculation of the Death Benefit to be paid is as follows:

The Death Benefit Amount will be the greatest of:
Account Value	=	$	135,000
Cash Surrender Value*	=	$	135,000
Total of Adjusted Purchase Payments	=	$	100,000
5% Premium Roll-up Value	=	$	140,000
The Death Benefit Amount would therefore	=	$	140,000

- PLUS -

The EEB Premier amount, calculated as follows:
Account Value minus Adjusted Purchase Payments	=	$	35,000
45% of the above amount	=	$	15,750
Cap of 100% of Adjusted Purchase Payments	=	$	100,000
The lesser of the above two amounts = the EEB Premier amount	=	$	15,750

The total Death Benefit would be the amount paid on the 5% Roll-Up death benefit plus the EEB Premier amount = $140,000 + $15,750 = $155,750.

* Cash Surrender Value is the amount we would pay you if you surrendered your entire Account Value. For a description of how Cash Surrender Value is calculated, see “Full Withdrawals” under the subheading “Cash Withdrawals.”

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APPENDIX D - PREVIOUSLY AVAILABLE INVESTMENT OPTIONS

The current available variable investment options are those listed on the cover page of the prospectus.

If you purchased your Contract before February 2, 2004, you may make subsequent Purchase Payments and transfers into the following investment options that were available for investment prior to that date:

International/Global Equity Fund

MFS^® Global Growth Portfolio, Service Class

Real Estate Equity Fund

MFS^® Global Real Estate Portfolio, Initial Class

Multi-Sector Bond Fund

MFS^® Strategic Income Portfolio, Service Class

Massachusetts Financial Services Company advises the MFS^® Portfolios.

If you purchased your Contract before March 5, 2007, you may make subsequent Purchase Payments and transfers into the following investment options that were available for investment prior to that date:

Large-Cap Equity Funds

Columbia Variable Portfolio - Large Cap Growth Fund Class 1^1,2

MFS^® Massachusetts Investors Growth Stock Portfolio, Service Class

MFS^® Blended Research^® Core Equity Portfolio, Service Class

Variable Portfolio - Loomis Sayles Growth Fund, Class 1^1,3

International/Global Equity Fund

MFS^® Global Research Portfolio, Service Class

Small-Cap Equity Fund

Oppenheimer Main Street Small Cap Fund^®/VA, Service Shares

¹  Only available if you purchased your Contract through a Bank of America representative.

²  After the close of business April 29, 2016, Columbia Variable Portfolio - Large Cap Growth Fund II was merged into Columbia Variable Portfolio - Large Cap Growth Fund.

³  After the close of business April 29, 2016, Variable Portfolio - Loomis Sayles Growth Fund II was merged into Variable Portfolio - Loomis Sayles Growth Fund.

Columbia Management Investment Advisers, LLC, advises the Columbia Variable Portfolios (Variable Portfolio - Loomis Sayles Growth Fund sub-advised by Loomis, Sayles & Company). Massachusetts Financial Services Company advises the MFS^® Portfolios. OFI Global Asset Management, Inc. advises Oppenheimer Main Street Small Cap Fund^®/VA (sub-advised by OppenheimerFunds, Inc.).

If you purchased your Contract from a Bank of America representative before April 22, 2007, you may make subsequent Purchase Payments and transfers into the following investment options that were available for investment prior to that date:

Mid-Cap Equity Fund

Wanger Select²

Small-Cap Equity Funds

Wanger USA²

Columbia Variable Portfolio - Small Cap Value Fund, Class 2

²  These funds do not have different share classes.

Columbia Management Investment Advisers, LLC, advises Columbia Variable Portfolio - Small Cap Value Fund. Columbia Wanger Asset Management, LLC advises Wanger USA and Wanger Select.

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If you purchased your Contract before March 10, 2008, you may make subsequent Purchase Payments and transfers into the following investment options that were available for investment prior to that date:

Large-Cap Equity Fund

MFS^® Value Series, Initial Class

International/Global Equity Fund

Templeton Foreign VIP Fund, Class 2

Emerging Markets Equity Fund

Templeton Developing Markets VIP Fund, Class 2

Mid-Cap Equity Fund

MFS^® Mid Cap Value Portfolio, Initial Class

Short-Term Bond Fund

MFS^® Limited Maturity Portfolio, Initial Class

Massachusetts Financial Services Company, advises the MFS^® Portfolios and the MFS^® Series. Templeton Asset Management Ltd. advises Templeton Developing Markets VIP Fund. Templeton Investment Counsel, LLC advises Templeton Foreign VIP Fund.

If you purchased your Contract before October 20, 2008, you may make subsequent Purchase Payments and transfers into the following investment options that were available for investment prior to that date:

Large-Cap Equity Fund

Oppenheimer Main Street Fund^®/VA, Service Shares

International/Global Equity Fund

AB International Value Portfolio, Class B²

Target Date Fund

Fidelity^® Freedom 2010 Portfolio, Service Class 2 (of Variable Insurance Products Fund IV)¹

Intermediate-Term Bond Fund

PIMCO Total Return Portfolio, Administrative Class

Inflation-Protected Bond Fund

PIMCO Real Return Portfolio, Administrative Class

¹  This is a Fund of Funds option and expenses of the Fund include the Fund level expenses of the underlying Funds as well. The Fund may be more expensive than Funds that do not invest in other Funds.

²  Not available for investment if you purchased your Contract through a Bank of America representative between April 25, 2005 and April 20, 2007.

AllianceBernstein L.P. advises AB International Value Portfolio. FMR Co., Inc. advises Fidelity^® Freedom 2010 Portfolio (of Variable Insurance Products Fund IV). Pacific Investment Management Company LLC advises the PIMCO Portfolios. OFI Global Asset Management, Inc. advises Oppenheimer Main Street Fund^®/VA (sub-advised by OppenheimerFunds, Inc.).

If you purchased your Contract before February 17, 2009, you may make subsequent Purchase Payments and transfers into the following investment option that was available for investment prior to that date:

Asset Allocation Fund

Franklin Founding Funds Allocation VIP Fund, Class 2³

³  This is a Fund of Funds option and expenses of the Fund include the Fund level expenses of the underlying Funds as well. The Fund may be more expensive than Funds that do not invest in other Funds. Not available for investment if you purchased your Contract through a Bank of America representative between April 25, 2005 and April 20, 2007.

Franklin Templeton Services, LLC administers Franklin Founding Funds Allocation VIP Fund (with the following advising the underlying portfolios of the fund: Franklin Advisers, Inc. advising Franklin Income VIP Fund, Franklin Mutual Advisers, LLC advising Franklin Mutual Shares VIP Fund and Templeton Global Advisers Limited advising Templeton Growth VIP Fund).

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If you purchased your Contract before August 17, 2009, you may make subsequent Purchase Payments and transfers into the following investment option that was available for investment prior to that date:

Asset Allocation Fund

Oppenheimer Conservative Balanced Fund/VA, Service Shares

OFI Global Asset Management, Inc. advises Oppenheimer Conservative Balanced Fund/VA (sub-advised by OppenheimerFunds, Inc.).

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APPENDIX E - SECURED RETURNS FOR LIFE

The following information applies to your Contract if you elected to participate in Secured Returns for Life (“Secured Returns for Life,” “Benefit,” or “the rider”) and did not replace it with Secured Returns for Life Plus, which was available for such replacements for a limited period of time beginning in April 2006. Secured Returns for Life is no longer available for sale on new Contracts. Since we are no longer offering Secured Returns for Life to new Owners, renewals are no longer available.

Secured Returns for Life guarantees a return of your initial Purchase Payment (adjusted for subsequent Purchase Payments and withdrawals) during the accumulation period, regardless of the investment performance of the Designated Funds, provided that you comply with certain requirements. The amount guaranteed can be greater than or less than your Account Value. The guaranteed amount can be paid out under a Guaranteed Minimum Accumulation Benefit (“AB”) Plan, which provides for a return of your guaranteed amount on the AB Plan Maturity Date, or a Guaranteed Minimum Withdrawal Benefit (“WB”) Plan, which provides for a return of your guaranteed amount through periodic withdrawals or, if you meet certain conditions, payments for life. Upon annuitization, Secured Returns for Life and any elected optional death benefit automatically terminate. (You should note that the benefit does not, in all cases, guarantee payments “for Life.” Certain actions you take may reduce, and even terminate, your benefit, including reducing your Account Value to zero and thereby terminating your Contract without value.)

We use the following definitions to describe how Secured Returns for Life works:

AB Plan Maturity Date: The date when the AB Plan matures which is on the 10th Account Anniversary, or if you elect to “step-up” your guaranteed values under the rider, 10 years from the date of the most recent step-up.

Guaranteed Living Benefit Amount (the “GLB amount”): The minimum amount guaranteed under the Contract while you are participating in the AB Plan. The GLB amount is initially equal to your initial Purchase Payment, which is adjusted for any subsequent Purchase Payments, step-ups, and partial withdrawals. The GLB amount is also used to set the GLB Base, Lifetime Income Base, and RGLB amount on the date you elect the WB Plan.

Guaranteed Living Benefit Base (the “GLB Base”): A value equal to the RGLB amount on the date you elect to participate in the WB Plan. The GLB Base is adjusted later for any subsequent Purchase Payments, step-ups, and partial withdrawals. The GLB Base is used to establish the Maximum WB Amount.

Lifetime Income Base: A value equal to the RGLB amount on the later of the date you elect to participate in the WB Plan if you are age 60 or older and the first Account Anniversary after your 59th birthday. The Lifetime Income Base is adjusted later for any subsequent Purchase Payments, step-ups, and partial withdrawals. The Lifetime Income Base is used to establish the Maximum WB for Life Amount.

Maximum WB Amount: The maximum guaranteed amount available for annual withdrawal until your RGLB amount has been reduced to zero. The annual Maximum WB Amount is equal to 5% of the GLB Base.

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Maximum WB For Life Amount: The maximum guaranteed amount available for annual withdrawal during your lifetime. The Maximum WB for Life Amount is equal to 4% or 5% of the current Lifetime Income Base depending upon the age of the Participant on the date of the first withdrawal under the WB Plan or most recent Step-Up Date. If your Contract is co-owned, the age of the oldest co-owner will be used to determine the Maximum WB for Life Amount. (You should be aware that the Maximum WB for Life Amount is not a guaranteed amount. Certain actions you take could reduce the value of your Maximum WB for Life Amount to zero.)

Remaining Guaranteed Living Benefit (the “RGLB amount”): If you elect the WB Plan, the minimum amount guaranteed under the Plan. The RGLB amount equals the GLB amount on the date you choose to participate in the WB Plan. This amount will be adjusted for subsequent Purchase Payments, step-ups, and partial withdrawals.

To participate in Secured Returns for Life, all of your Account Value must be invested in a Designated Fund at all times during the term of the GMAB Maturity Date. See “DESIGNATED FUNDS” in the prospectus to which this Appendix is attached.

When you elected to participate in Secured Returns for Life, you were automatically enrolled in the AB Plan. At any time, you may elect instead, to receive your benefit under the WB Plan, provided that you make the election prior to the earliest of the Contract’s Maximum Annuity Commencement Date, the date you annuitize, and the date your AB Plan matures. Once you elect to participate in the WB Plan, you may not change your election to the AB Plan. If you do not specifically elect the WB Plan, you will be deemed to have elected to remain in the AB Plan.

Guaranteed Minimum Accumulation Benefit (“AB”) Plan

Under its terms, the AB Plan matures on the AB Plan Maturity Date. On that date, we will credit your Account Value with any excess of your GLB amount over your Account Value after adjusting for any Contract charges or credits. Any such amount will be allocated to the Designated Fund in which you are invested at that time.

Your GLB amount is equal to the sum of 100% of your initial Purchase Payment plus a specified percentage of any subsequent Purchase Payments, adjusted in amount for step-ups (described under “Step -Up”) and partial withdrawals. If you make one or more subsequent Purchase Payments during the 10-year period, the period will not restart. Rather, the percentage of guaranteed return for each subsequent Purchase Payment after the second Account Anniversary will be reduced depending upon the Account Year in which it was made, as follows:

Account Year in which Purchase Payment was made	Percentage added to the GLB amount
1 - 2	100%
3 - 5	85%
6 - 8	70%
9 - 10	60%

Note that the timing and amount of subsequent Purchase Payments and withdrawals may significantly decrease, and even terminate, the total Secured Returns for Life Benefit, including reducing your Account Value to zero and thereby terminating your Contract without value.

If your Account Value is greater than your GLB amount on the AB Plan Maturity Date, we will credit your Account Value with an amount equal to the charges you paid for Secured Returns for Life. For examples of how we calculate benefits under the AB Plan, see Examples 1 through 3 in this Appendix.

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If you die while participating in the AB Plan, all benefits and charges under Secured Returns for Life will automatically terminate when we receive Due Proof of Death, unless your surviving spouse is the sole Beneficiary and elects to continue the Contract. In that case, your surviving spouse has two options under the Contract.

• Your spouse can automatically continue in the AB Plan even though the Account Value may have been enhanced under the provisions of the death benefit. (See “Spousal Continuance” under “DEATH BENEFIT” in the Prospectus to which this Appendix is attached.) The charges under Secured Returns for Life will be assessed against the enhanced Account Value. The GLB amount, however, will not be reset.

• Your surviving spouse can elect to switch to the WB Plan; however, such election must be made prior to the earliest of annuitization, the Maximum Annuity Commencement Date, and the scheduled AB Plan Maturity Date. The same WB Plan benefits will apply, except the surviving spouse will not be entitled to receive lifetime withdrawal benefits under the original optional living benefit rider.

If the Contract is not continued by your surviving spouse following your death while participating in the AB Plan, your Beneficiary may elect any available option under the Death Benefit provisions of the Contract.

Guaranteed Minimum Withdrawal Benefit (“WB”) Plan

Under the terms of the WB Plan, you are guaranteed a return of your RGLB amount, even if your Account Value becomes zero. Each Account Year, during which the WB Plan is in effect, you can withdraw up to your Maximum WB Amount until your RGLB amount has been depleted. Once the RGLB amount is reduced to zero, your GLB Base is permanently set to zero as well. However, if you exceed your Maximum WB Amount in any one Account Year, your RGLB and future guaranteed withdrawals will be reduced in the manner described under “Withdrawals Under Secured Returns for Life.”

The WB Plan also guarantees that, if you have chosen the WB Plan and if you are age 60 or older, you can withdraw up to your Maximum WB for Life Amount every Account Year that you are alive, even if your Account Value has been depleted. If you are younger than age 60, you may withdraw up to your Maximum WB for Life Amount every Account Year after your first Account Anniversary following your 59th birthday. If you exceed your Maximum WB for Life Amount in any one Account Year, the amount of your subsequent guaranteed lifetime withdrawals will be reduced in the manner discussed under “Withdrawals Under Secured Returns for Life.”

Your Maximum WB Amount is a set dollar amount equal to 5% of your GLB Base. On the day you elect to participate in the WB Plan, we set your RGLB amount to equal your GLB amount as described under Guaranteed Minimum Accumulation Benefit (“AB”) Plan. Your GLB Base also is set equal to the RGLB amount on the date you elect to participate in the WB Plan. This value is used to determine your Maximum WB Amount as discussed further below.

To calculate your Maximum WB for Life Amount, we must first determine your Lifetime Income Base. The Lifetime Income Base is an amount equal to the RGLB amount on:

• the date you elected to participate in the WB Plan if you are age 60 or older on that date, or

• your first Account Anniversary after your 59th birthday, if you are 59 or younger on the date you elect to participate in the WB Plan.

The Maximum WB for Life Amount will then be calculated, based upon your age on the date of the first withdrawal under the WB Plan, as follows:

Your Age on Date of First Withdrawal under WB Plan	Maximum WB for Life Amount
65 or older	5% of the Lifetime Income Base
64 or younger	4% of the Lifetime Income Base

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You are not required to make any withdrawals after you have elected the WB Plan; however, each time you make a withdrawal, we determine whether the withdrawal has exceeded the Maximum WB Amount, the Maximum WB for Life Amount, or both. If you have exceeded the Maximum WB Amount or the Maximum WB for Life Amount, we determine the new maximum amount(s) for future withdrawals. In any one Account Year, withdrawals in excess of your Maximum WB Amount or your Maximum WB for Life Amount may reduce or eliminate your future guaranteed withdrawals, possibly reducing the guaranteed minimum withdrawal benefit to an amount less than the sum of your Purchase Payments. (See “Withdrawals Under Secured Returns for Life.”)

Provided your RGLB amount and Account Value have not been reduced to zero, any Purchase Payment made after you have elected the WB Plan, and before your fourth Account Anniversary, will increase your RGLB amount, your GLB Base, and your Lifetime Income Base each by 100% of such Purchase Payment. Therefore, your Maximum WB Amount will equal 5% of your new GLB Base. Your Maximum WB for Life Amount will equal 4% or 5% of your new Lifetime Income Base, depending upon your age on the date of your first withdrawals under the WB Plan as shown in the above chart or your most recent “Step-Up Date,” described under “Step-Up.”

Under the WB Plan, after your fourth Account Anniversary, you may not make any additional Purchase Payments unless your benefit under the rider has been cancelled, terminated, or revoked. For examples of how we calculate benefits under the WB Plan, see Examples 4, 5, and 6 in this Appendix.

If you die while participating in the WB Plan, your Beneficiary may elect to exercise any of the available options under the Death Benefit provisions of the Contract or, alternatively, to receive the Maximum WB Amount on an annual basis until the RGLB amount has been reduced to zero. If your surviving spouse is the sole Beneficiary and elects to continue the Contract, your surviving spouse can automatically continue to participate in the WB Plan, but lifetime withdrawal benefits will not be available to your spouse. All other benefits under the WB Plan will continue, for your surviving spouse, even though the Account Value may have been enhanced under the provisions of the death benefit. (See “Spousal Continuance” under “DEATH BENEFIT” in the Prospectus to which this Appendix is attached.) The charges under Secured Returns for Life will be assessed against the enhanced Account Value. The RGLB amount, however, will not be reset.

Cost of Secured Returns for Life

Unlike other Contract charges, the charge for Secured Returns for Life will not be calculated as a percentage of average daily net assets as described under “Variable Accumulation Unit Value.” Instead, the charge for the Benefit will be made as a specific deduction from the Account Value, taken on the last valuation day of the Account Quarter. The charge per year for Secured Returns for Life is currently equal to 0.50% of your Account Value. The quarterly charge will be determined by multiplying the Account Value at the end of the Account Quarter by 0.00125. (See Example 7 in this Appendix.) The specific amount of the quarterly charge will be reflected on your quarterly account statement.

We will continue to deduct this charge until:

• you annuitize; or

• under the provisions of Secured Returns for Life;

• your benefit matures;

• your benefit is revoked; or

• your RGLB amount and your Lifetime Income Base are both reduced to zero under the WB Plan.

Cancellation of the Benefit (caused by a transfer out of the Designated Fund, a Purchase Payment allocation to a non-Designated Fund, or an assignment) will not terminate the charge until the 7th Account Anniversary.

Withdrawals Under Secured Returns for Life

All withdrawals under Secured Returns for Life are subject to withdrawal charges if they are in excess of the annual free withdrawal amount. (See “Free Withdrawal Amount” under “Withdrawal Charge” in the Prospectus to which this

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Appendix is attached.) In addition, any withdrawals you take under Secured Returns for Life will reduce the value of your benefit under the rider. Such withdrawals affect your benefit differently depending upon whether you are participating in the AB Plan or the WB Plan. In either case, however, a withdrawal may reduce the value of the Benefit by an amount greater than the amount withdrawn.

Assume you are participating in the AB Plan. Any withdrawals you make will reduce the dollar value of your benefits under this rider proportionally to the amount withdrawn. For example, after a partial withdrawal, the new GLB amount will equal

old GLB amount	X	Account Value immediately after partial withdrawal
		Account Value immediately before partial withdrawal

Therefore, on your AB Maturity Date, instead of crediting your Account Value with the full amount of your benefit, we will reduce the amount we credit proportionally to the amount withdrawn.

Assume you are participating in the WB Plan and you want to receive the full amount of your guaranteed benefit over a period of years. To maximize your guaranteed benefit, you may withdraw no more than a specified amount each year. In other words, each year, you may withdraw no more than your Maximum WB Amount. Your guaranteed benefit amount (the RGLB amount) will be reduced dollar for dollar, but your Maximum WB Amount will remain unchanged. In other words, you will be able to take the same maximum amount each year until your guaranteed benefit amount is completely withdrawn.

If, however, in any one Account Year, you withdraw more than the current Maximum WB Amount, the dollar value of your guaranteed benefits will be reduced and the amount of each future annual guaranteed withdrawal will be less. Here is how we calculate the benefit reduction. Your new RGLB amount will be the lesser of:

• your previous RGLB amount, reduced dollar for dollar by the amount of the withdrawal, and

• your Account Value after the withdrawal.

Your new GLB Base will be the lesser of:

• your previous GLB Base reduced dollar for dollar by the amount of the excess withdrawal, and

• your Account Value after the withdrawal.

Your new Maximum WB Amount will be 5% of your new reduced GLB Base. Going forward, this will be the maximum amount that you can withdraw annually without further reducing your benefit.

The Maximum WB Amount is not cumulative. If you withdraw less than the Maximum WB Amount in any one Account Year, you cannot add that unused portion to withdrawals made in future years to increase the Maximum WB Amount.

Assume you are participating in the WB Plan and, instead, you want to receive a guaranteed annual amount for the rest of your life. To maximize your guaranteed benefit, you may withdraw no more than a specified amount each year. Under this scenario, you may withdraw no more than your Maximum WB for Life Amount. Your guaranteed benefit amount (the RGLB amount) will be reduced dollar for dollar, but your Maximum WB for Life Amount will remain unchanged. In other words, you will be able to take the same maximum amount each year as long as you are alive, subject to the other terms and conditions described herein.

If, however, in any one Account Year, you withdraw more than the current Maximum WB for Life Amount, the dollar value of your guaranteed benefits will be reduced and the amount of each future annual guaranteed withdrawal will be less. Here is how we calculate the benefit reduction. Your new Lifetime Income Base will be the lesser of:

• your previous Lifetime Income Base reduced dollar for dollar by the amount of the excess withdrawal, and

• the Account Value after the withdrawal.

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A new Maximum WB for Life Amount will be determined based upon your age on the date of the first withdrawal under the WB Plan (or your age on the most recent “Step-Up Date,” if later) as follows:

Your Age on the later of Date of First Withdrawal under WB Plan or Most Recent Step-Up Date	New Maximum WB for Life Amount
65 or older	5% of the new Lifetime Income Base
64 or younger	4% of the new Lifetime Income Base

The Maximum WB for Life Amount is not cumulative. That is to say, the unused portion in any Account Year cannot be applied in future years to increase the Maximum WB for Life Amount.

In general when participating in the WB Plan, you should keep the following in mind:

• A withdrawal in excess of the Maximum WB Amount or the Maximum WB for Life Amount might reduce and even terminate your Secured Returns for Life Benefits, including reducing your Account Value to zero and thereby terminating your Contract without value.

• If your Account Value drops to zero and, in the same year, you withdraw more than your Maximum WB Amount or your Maximum WB for Life Amount, your benefits under Secured Returns for Life will terminate and your Contract will terminate without value.

• If your Account Value drops to zero but you did not, in the same year, withdraw more than your Maximum WB Amount or your Maximum WB for Life Amount, your benefits under Secured Returns for Life will continue. However, no subsequent Purchase Payment will be accepted, no death benefit or annuity benefits will be payable, and all benefits under your Contract, except the right to continue annual withdrawals under this rider, will terminate. You will have two choices:

(1) You could choose to receive the Maximum WB for Life Amount, if any, until an Owner dies. In that case, after the death of an Owner, your beneficiary receives the Maximum WB Amount until the RGLB amount, if any, is reduced to zero.

(2) You (or your beneficiary if an Owner has died) could choose to receive the Maximum WB Amount until the RGLB amount, if any, is reduced to zero.

If you do not make a choice, we will default you to option 1.

For examples showing how withdrawals affect your benefits under the WB Plan, see Examples 10, 11, and 12 in this Appendix.

Annuitization Under the WB Plan

Under the WB Plan, if your RGLB Amount and your Account Value are greater than zero on the Maximum Annuity Commencement Date, you may annuitize your Contract rather than receiving periodic payments under the WB plan. If no prior election to annuitize is on file with the Company, on the Maximum Annuity Commencement Date, you may elect to:

• annuitize your Contract;

• surrender your Contract;

• receive the Maximum WB Amount each year until the RGLB amount is reduced to zero; or

• receive the Maximum WB for Life Amount each year until an Owner dies and, thereafter, allow the beneficiary to receive the Maximum WB Amount until the RGLB amount, if any, is reduced to zero.

Regardless of whether you elect to annuitize, surrender or receive payments under the WB plan, all other Contract benefits, including the Death Benefit, will terminate on the Annuity Commencement Date. If you fail to make an election, we will automatically annuitize your Contract and provide a life annuity with 120 monthly payments certain.

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Cancellation and Revocation of Secured Returns for Life

Transfers among the Designated Funds are permitted as described under “Transfer Privilege.” If, however, you transfer some or all of your Account Value out of the Designated Fund, Secured Returns for Life will be automatically cancelled. Likewise, if you allocate one or more subsequent Purchase Payments to an investment option other than one of the Designated Funds, Secured Returns for Life will be cancelled. An assignment of ownership of the Contract will also cancel Secured Returns for Life.

Once Secured Returns for Life has been cancelled, it cannot be reinstated. After cancellation, you will continue to pay the annual charge for Secured Returns for Life until your 7th Account Anniversary.

Any time after your 7th Account Anniversary, you may revoke Secured Returns for Life. Once revoked, Secured Returns for Life may not be reinstated. After Secured Returns for Life has been revoked, all benefits and charges will end.

Step-Up

On or after your third Account Anniversary, you may elect to increase your guaranteed amount to your then current Account Value (“step-up”). Currently, this step-up election may be made on any day after your third Account Anniversary. (We reserve the right to require step-up elections to occur only within 30 days following the third or any subsequent Account Anniversary.)

If you are participating in the AB Plan, on the day we receive your step-up election notice in good order (the “Step-Up Date”), we will increase your GLB amount to an amount equal to your Account Value on the Step-Up Date. If you elect to step-up, at least 3 full years from the Step-Up Date must pass before you can elect another step-up. You can only elect to step-up if:

• your current Account Value is greater than the current GLB amount, and

• your Account Value is $5,000,000 or less on your Step-Up Date.

If you are participating in the WB Plan on the Step-Up Date, we will step up your GLB Base, your RGLB amount, and your Lifetime Income Base to an amount equal to your Account Value on that date. If you elect to step-up, at least 3 full years from the Step-Up Date must pass before you can elect another step-up. You can only elect to step-up if:

• your current Account Value is greater than the current GLB Base and the current Lifetime Income Base, and

• your Account Value is $5,000,000 or less on your Step-Up Date.

For purposes of determining the above $5,000,000 limits, we reserve the right to aggregate your Account Value with the account values of all other Delaware Life variable annuity contracts you own.

If you are in the AB Plan, your Step-Up Date must be at least 10 years prior to your Maximum Annuity Commencement Date. If you have selected an Annuity Commencement Date that is prior to the Maximum Annuity Commencement Date but is less than 10 years after your Step-Up Date, we will automatically extend your Annuity Commencement Date to equal your AB Plan Maturity Date.

Without a step-up, your benefit under the AB Plan will “mature” on the 10th Account Anniversary (the date we credit your Account with any excess of your GLB amount over your Account Value or refund your Secured Returns for Life charge, i.e. the “AB Plan Maturity Date”). If you elect to step-up your GLB amount, the term of your benefit under the AB Plan will change. After you make a step-up election, your benefit under the AB Plan will mature 10 years from the Step-Up Date, unless you elect the WB Plan any time before the AB Plan matures. (See Examples 13, 14, and 15 in this Appendix.)

Following your step-up election, the rider fee will be changed to an amount that may be higher than your current fee as set forth above. The rider fee after the step-up will be set by us, based upon current market conditions, at the time of the step-up. Significant changes in stock market prices, interest rate fluctuations, and competitive industry trends are among the market conditions we consider in whether to change the fee.

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If you have been receiving benefits under the WB Plan, a step-up will change your Maximum WB Amount and your Maximum WB for Life Amount. Your Step-Up Date must be a date prior to your Maximum Annuity Commencement Date. After the step-up, your Maximum WB Amount will be 5% of the new GLB Base, and your Maximum WB for Life Amount will be 4% or 5% of your new Lifetime Income Base depending upon your age. If you are 65 or older on the Step-Up Date and your Maximum WB for Life Amount has been equal to 4% of your GLB Base, your Maximum WB for Life Amount will be increased to 5% of your GLB Base. Note that, if you step-up in a particular Account Year, any withdrawals previously made in that Account Year are applied against your new Maximum WB Amount and your new Maximum WB for Life Amount. (See Example 14 in this Appendix.)

If your benefit is under the AB Plan, at the time of step-up, you can still change to the WB Plan at a later date, subject to the applicable age restrictions described under “Guaranteed Minimum Withdrawal Benefit (“WB”) Plan.” (See Examples 14 and 15 in this Appendix.)

Subsequent Purchase Payments After a Step-Up

Under the WB Plan, subsequent Purchase Payments after a step-up will increase, on a dollar for dollar basis, the RGLB amount, the GLB Base, and the Lifetime Income Base. After your fourth Account Anniversary, if you are participating in the WB Plan, subsequent Purchase Payments are not allowed.

Under the AB Plan, after your step-up election, any subsequent Purchase Payment will increase the GLB amount under your AB Plan by a specified percentage of the subsequent Purchase Payment. The percentage guaranteed depends upon the “Step-Up Year” in which the Payment was made. (A “Step-Up Year” is the 365-day period (366, if a leap year) commencing on your Step-Up Date.) The example below illustrates how we determine the percentage guaranteed after a subsequent Purchase Payment:

Assume you purchased a Contract on July 1, 2005, and elected to step-up your Contract on October 1, 2010. Under the AB Plan that you have elected, your benefit matures on October 1, 2020. For any subsequent Purchase Payments you make, your GLB amount would increase by the following percentages of such Purchase Payments:

Step-Up Year	Payments Made Between	Percentage Added to the GLB amount
1	10/02/10 - 10/01/11	100%
2	10/02/11 - 10/01/12	100%
3	10/02/12 - 10/01/13	85%
4	10/02/13 - 10/01/14	85%
5	10/02/14 - 10/01/15	85%
6	10/02/15 - 10/01/16	70%
7	10/02/16 - 10/01/17	70%
8	10/02/17 - 10/01/18	70%
9	10/02/18 - 10/01/19	60%
10	10/02/19 - 10/01/20	60%

Thus, only 70% of a subsequent Purchase Payment made on October 2, 2015, would be guaranteed whereas 85% of a subsequent Purchase Payment made on October 1, 2015, would be guaranteed. It may be disadvantageous for you to make any such Purchase Payments that increase the GLB amount by less than 100% of the payment.

Refund of Secured Returns for Life Charges Under the AB Plan

If your Contract remains in the AB Plan until the AB Plan Maturity Date, and the Account Value is greater than or equal to the GLB amount, then we will refund the charges you have paid for Secured Returns for Life (“Refund Amount”) by crediting the Refund Amount to your Account Value. The Refund Amount will be allocated to the Designated Fund in which you are invested on such AB Plan Maturity Date. No refund of the Secured Returns for Life rider charges will be made if you change from the AB Plan to the WB Plan.

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Certain Tax Provisions

Certain state and federal income tax provisions may be important to you in connection with a living benefit, such as Secured Returns for Life. When you elect to participate in the WB Plan, we will inform you that you may withdraw annual amounts up to your Yearly RMD Amount without reducing your guaranteed withdrawal benefit. To assist you in complying with the RMD requirements, each year, we will notify you in early January of your calculated Yearly RMD Amount and inform you that you may withdraw annual amounts up to your Yearly RMD Amount without reducing your guaranteed withdrawal benefit.

In the event that your Yearly RMD Amount attributable to your Contract is greater than the maximum withdrawal amount permitted each year under the WB Plan, we are currently waiving withdrawal provisions under Secured Returns for Life as follows. If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in the WB Plan, we reduce your Account Value and your RGLB amount, dollar for dollar, by the amount of the withdrawal. We will not, however, penalize you if the current Federal Tax Laws require you to withdraw from your Contract an amount greater than either your Maximum WB Amount, or your Maximum WB for Life Amount. In other words, we will not reduce your GLB Base or Lifetime Income Base if a Yearly RMD Amount exceeds either your Maximum WB Amount or your Maximum WB for Life Amount, provided that:

• you withdraw your Qualified Contract’s first Yearly RMD Amount in the calendar year you attain age 70 ¹⁄₂ rather than postponing the withdrawal of that Amount until the first quarter of the next calendar year, and

• you do not make any withdrawal from your Qualified Contract that would result in you receiving, in any Account Year, more than one calendar year’s Yearly RMD Amount.

If there is any change to the current Code or IRS rules governing the timing or determination of RMD amounts (including, but not limited to, amendments to the current IRS regulations or the issuance of IRS guidance), then we reserve the right to reduce the GLB Base, Lifetime Income Base, or all of these amounts, per the terms of the rider regarding excess withdrawals, when a Yearly RMD Amount withdrawn from your Contract exceeds either your Maximum WB Amount or your Maximum WB for Life Amount. Notice will be given to Contract Owners before we exercise this right.

If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in the AB Plan, we reduce your Account Value by the amount of the withdrawal and your GLB amount proportionally (see “Withdrawals Under Secured Returns for Life”).

For a further discussion of some of these provisions, please refer to “TAX PROVISIONS - Impact of Optional Death Benefits and Optional Living Benefits” in the Prospectus to which this Appendix is attached.

ALL OF THE FOLLOWING EXAMPLES ARE BASED UPON THE ASSUMPTION THAT YOU PURCHASED A CONTRACT ON JANUARY 1, 2006 WITH AN INITIAL PURCHASE PAYMENT OF $100,000 AND YOU ELECTED SECURED RETURNS FOR LIFE. YOUR INITIAL GLB AMOUNT EQUALS YOUR PURCHASE PAYMENT AMOUNT OF $100,000.

EXAMPLE 1: Calculation of Benefits under AB Plan.

• Assume that you did not elect the WB plan at any time and that your Designated Fund had low investment performance.

• Assume that on January 1, 2016, your Account Value is $85,000. Assume that your total rider charges to date are $4,625.

• Because your Account Value is less than your GLB amount by $15,000 [$100,000 - $85,000], an amount equal to $15,000 will be deposited into your Contract.

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EXAMPLE 2: Calculation of Benefits under AB Plan with Subsequent Purchase Payments.

• Assume that you did not elect the WB Plan at any time and that your Designated Fund had low investment performance.

• On June 1, 2010, you make an additional $80,000 Purchase Payment.

• Because the subsequent Purchase Payment was made in the fifth Account Year, we guarantee the return of 85% of that Purchase Payment, or $68,000. On June 1, 2010, your GLB amount is $168,000 [$100,000 + ($80,000 x 85%)].

• Assume that on January 1, 2016, your Account Value is $150,000. Assume that your total rider charges to date are $6,725.

• Because your Account Value is less than your GLB amount by $18,000 [$168,000 - $150,000], an amount equal to $18,000 will be deposited into your Contract.

EXAMPLE 3: Calculation of Benefits under AB Plan with Subsequent Purchase Payment; Refund Applies.

• Assume that you did not elect the WB Plan at any time and that your Designated Fund had low investment performance.

• On June 1, 2010, you make an additional $80,000 Purchase Payment.

• Because the subsequent Purchase Payment was made in the fifth Account Year, we guarantee the return of 85% of that Purchase Payment, or $68,000. On June 1, 2010, your GLB amount is $168,000 [$100,000 + ($80,000 x 85%)].

• Assume that on January 1, 2016, your Account Value is $200,000. Assume that your total rider charges to date are $7,500.

• Because your Account Value is greater than your GLB amount by $32,000 [$200,000 - $168,000], your Contract will be credited with an amount equal to the rider charges you have paid [$7,500], increasing your Account Value to $207,500.

EXAMPLE 4: Calculation of Benefits under WB Plan; Lifetime Withdrawals.

• Assume you are age 60 at issue. Also assume that you elect the WB plan on January 1, 2006, and that you choose to systematically withdraw the Maximum WB for Life Amount annually.

• On January 1, 2006:

• Your GLB Base is $100,000 [the value of your GLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is $100,000 [the value of your GLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB for Life Amount is $4,000 [4% of your Lifetime Income Base because you are age 60].

• On December 31, 2006, after your first systematic withdrawal of $4,000:

• Your Account Value is reduced by the amount of the withdrawal [$4,000].

• Your GLB amount, reduced by the amount of the withdrawal, is $96,000 [$100,000-$4,000].

• Your GLB Base is still $100,000 because you did not withdraw more than your Maximum WB Amount.

• Your Lifetime Income Base is $100,000 because you did not withdraw more than your Maximum WB for Life Amount.

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• Assume you take only annual systematic withdrawals of $4,000 for a total of 20 years. Assume you make no subsequent Purchase Payments. Assume that, because of poor investment performance of your Designated Fund, your Account Value equals zero. On December 31, 2025:

• Your Account Value equals zero.

• Your GLB amount, reduced by the amount of the total withdrawal, is $20,000 [$100,000-($4,000 x 20)].

• Your GLB Base is still $100,000 because you did not withdraw more than your Maximum WB Amount in any Account Year.

• Your Lifetime Income Base is still $100,000 because you did not withdraw more than your Maximum WB for Life Amount in any Account Year.

Even though your rights under the annuity Contract terminated when the Account Value became zero, we will continue to make payments to you. At this point, however, you must choose between:

(1) withdrawing the Maximum WB for Life Amount each year until an Owner dies or

(2) withdrawing your Maximum WB Amount each year until your GLB amount is reduced to zero.

• Assume you elect to take annual payments of your Maximum WB for Life Amount. On December 31, 2030, when your GLB amount is reduced to zero:

• Your Account Value equals zero.

• Your GLB amount equals zero.

• Your GLB Base equals zero because your GLB amount equals zero.

• Your Lifetime Income Base is still $100,000 because you did not withdraw more than your Maximum WB for Life Amount in any Account Year.

You will continue to receive $4,000 per year as long as you are alive.

EXAMPLE 5: Calculation of Benefits under WB Plan; Early Withdrawals.

• Assume you are age 56 at issue. Also assume that you elect the WB plan on January 1, 2006, and that you choose to systematically withdraw the Maximum WB Amount annually.

• On January 1, 2006:

• Your GLB Base is $100,000 [the value of your GLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is zero because you have not passed your first Account Anniversary after your 59th birthday.

• Your Maximum WB for Life Amount is zero [4% of your Lifetime Income Base].

• On December 31, 2006, after your first systematic withdrawal of $5,000, your Maximum WB Amount:

• Your Account Value is reduced by the amount of the withdrawal [$5,000].

• Your GLB amount, reduced by the amount of the withdrawal, is $95,000 [$100,000-$5,000].

• Your GLB Base is still $100,000 because you did not withdraw more than your Maximum WB Amount.

• Your Lifetime Income Base is zero because you have not passed your first Account Anniversary after your 59th birthday.

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• Assume you take only systematic withdrawals of $5,000 for a total of 3 years. Assume you make no subsequent Purchase Payments. On December 1, 2008, you celebrate your 59th birthday. On January 1, 2009:

• Your Account Value has been reduced by the amount of the total withdrawals [$15,000].

• Your GLB amount, reduced by the amount of the total withdrawal, is $85,000 [$100,000-($5,000 x 3)].

• Your GLB Base is still $100,000 because you did not withdraw more than your Maximum WB Amount in any Account Year.

• Your Lifetime Income Base is set at $85,000 [an amount equal to the GLB amount on your first Account Anniversary after your 59th birthday].

• Your Maximum WB for Life Amount is $3,400 [4% of your Lifetime Income Base because you are less than 65 years old].

• Assume you elect to take only annual systematic withdraws of no more than your Maximum WB for Life Amount [$3,400] for an additional 20 years. Assume you make no subsequent Purchase Payments, and that your Account Value reduces to zero. On December 31, 2028:

• Your Account Value equals zero.

• Your GLB amount, reduced by the amount of the total withdrawals, is $17,000 [85,000 - ($3,400 x 20)].

• Your GLB Base is still $100,000 because you did not withdraw more than the Maximum WB Amount in any Account Year.

• Your Lifetime Income Base is still $85,000 because you did not withdraw more than the Maximum WB for Life Amount in any Account Year.

• Assume you elect to take annual payments of your Maximum WB for Life Amount until your GLB amount is reduced to zero in 2033.

• Your Account Value equals zero.

• Your GLB amount equals zero.

• Your GLB Base equals zero because your GLB amount equals zero.

• Your Lifetime Income Base is still $85,000 because you did not withdraw more than your Maximum WB for Life Amount.

You will continue to receive $3,400 per year as long as you are alive.

EXAMPLE 6: Calculation of Benefits under WB Plan with Subsequent Purchase Payments; Lifetime Withdrawals.

• Assume you are age 60 at issue. Also assume that you elect the WB plan on January 1, 2006, and that you choose to systematically withdraw the Maximum WB for Life Amount annually.

• On January 1, 2006:

• Your GLB Base is $100,000 [the value of your GLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is $100,000 [the value of your GLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB for Life Amount is $4,000 [4% of your Lifetime Income Base because you are age 60].

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• On December 31, 2006, after your first systematic withdrawal of $4,000:

• Your Account Value is reduced by the amount of the withdrawal [$4,000].

• Your GLB amount, reduced by the amount of the withdrawal, is $96,000 [$100,000-$4,000].

• Your GLB Base is still $100,000 because you did not withdraw more than your Maximum WB Amount.

• Your Lifetime Income Base is $100,000 because you did not withdraw more than your Maximum WB for Life Amount.

• Assume you take only annual systematic withdrawals of $4,000 for a total of 4 years. Assume you make a subsequent Purchase Payment of $50,000, in your 4th Account Year. Assume also that, immediately before the subsequent Purchase Payment, your Account Value was $80,000. On December 31, 2009:

• Your Account Value equals $130,000 [$80,000 + $50,000].

• Your GLB amount, reduced by the amount of the total withdrawals and increased by the subsequent Purchase Payment, is $134,000 [$100,000 - ($4,000 x 4) + $50,000].

• Your GLB Base, increased by the subsequent Purchase Payment, is $150,000.

• Your Maximum WB Amount is $7,500 [5% of your new GLB Base].

• Your Lifetime Income Base, increased by the subsequent Purchase Payment, is $150,000.

• Your Maximum WB for Life Amount is $6,000 [4% of your new Lifetime Income Base].

You may increase your annual systematic withdrawals to $6,000 without any effect on your future lifetime benefits.

• Assume you elect to take only annual systematic withdraws of no more than your Maximum WB for Life Amount [$6,000] for an additional 20 years. Assume you make no subsequent Purchase Payments, and that your Account Value reduces to zero. On December 31, 2029:

• Your Account Value equals zero.

• Your GLB amount, reduced by the amount of the total withdrawals is $14,000 [$134,000 - ($6,000 x 20)].

• Your GLB Base is still $150,000 because you did not withdraw more than your Maximum WB Amount.

• Your Lifetime Income Base is $150,000 because you did not withdraw more than your Maximum WB for Life Amount in any Account Year.

Even though your rights under the annuity Contract terminated when the Account Value became zero, we will continue to make payments to you. At this point, however, you must choose between:

(1) withdrawing the Maximum WB for Life Amount each year until an Owner dies or

(2) withdrawing your Maximum WB Amount each year until your GLB amount is reduced to zero.

• Assume you elect to take annual payments of your Maximum WB for Life Amount of $6,000 until your GLB amount is reduced to zero in 2032.

• Your Account Value equals zero.

• Your GLB amount equals zero.

• Your GLB Base equals zero because your GLB amount equals zero.

• Your Lifetime Income Base is still $150,000 because you did not withdraw more than your Maximum WB for Life Amount.

You will continue to receive $6,000 per year as long as you are alive.

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EXAMPLE 7: Calculation of Explicit Rider Charges.

• Assume that you did not elect the WB plan at any time. Assume that your Account Value increases at an annual rate of 5% per year throughout the next ten years. Also assume that you do not elect to step-up at any time.

• On March 31, 2006, your Account Value before the charge for Secured Returns for Life is taken is $101,196.79. The charge deducted on March 31, 2006 is $126.50 ($101,196.79 x .00125). Therefore, your ending Account Value on March 31, 2006 is $101,070.29 ($101,196.79 - $126.50).

• On June 30, 2006, your Account Value before the charge for Secured Returns for Life is taken is $102,307.23. The fee deducted on June 30, 2006 is $127.88 ($102,307.23 x .00125). Therefore, your ending Account Value on June 30, 2006 is $102,179.35 ($102,307.23 - $127.88).

• On September 30, 2006, your Account Value before the charge for Secured Returns for Life is taken is $103,443.69. The fee deducted on September 30, 2006 is $129.30 ($103,443.69 x .00125). Therefore, your ending Account Value on September 30, 2006 is $103,314.39 ($103,443.69 - $129.30).

• This pattern continues until the maturity date for your Benefit of January 1, 2016. On that date, your Account will be credited with a payment. If your current Account Value is less than your current GLB amount, then your Account will be credited with the difference between these two amounts. If your current Account Value is greater than your current GLB amount, then your Account will be credited with the sum of all of Secured Returns for Life charges that have been made. Note that if Secured Returns for Life was revoked or cancelled before the maturity date for your Benefit of January 1, 2016, then no Secured Returns for Life credit will be made to your Account.

EXAMPLE 8: Withdrawals under the AB Plan; low investment performance.

• Assume that you did not elect the WB plan at any time.

• Assume that on January 1, 2007, you withdraw 10% of your Account Value of $110,000 (or $11,000). Your Account Value is now $99,000.

• On January 1, 2007, your GLB amount will be reset to $90,000. This equals the previous GLB amount reduced proportional to the amount of Account Value withdrawn, or $100,000 x [$99,000 ÷ $110,000].

• Assume you make no more withdrawals or Purchase Payments and that your Account Value on January 1, 2016 is $87,000. Assume that your total rider charges to date are $4,710.

• Since your Account Value is less than your GLB amount by $3,000, an amount equal to $3,000 will be deposited into your Contract ($90,000 - $87,000).

EXAMPLE 9: Withdrawals with Subsequent Purchase Payments under the AB Plan; low investment performance.

• Assume that you did not elect the WB Plan at any time.

• On June 1, 2010, you make an additional $80,000 Purchase Payment.

• On June 1, 2010, your GLB amount is $168,000 [$100,000 + ($80,000 x 85%)].

• Assume that, on June 1, 2012, you withdraw $40,000 and that your Account Value is $240,000 at this time. After the withdrawal, your Account Value is $200,000.

• On June 1, 2012, your GLB amount is reset to $140,000. This equals the previous GLB amount reduced proportional to the amount of Account Value withdrawn, or $168,000 x [$200,000 ÷ $240,000].

• Assume you make no more withdrawals or Purchase Payments and that your Account Value on January 1, 2016, is $125,000. Assume that your total rider charges to date are $7,200.

• Since your Account Value is less than your GLB amount by $15,000, an amount equal to $15,000 will be deposited into your Contract ($140,000 - $125,000).

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EXAMPLE 10: Withdrawals under WB Plan Exceeding Maximum WB for Life Amount; Poor Investment Performance.

• Assume you are age 63 at issue. Also assume that you elect the WB plan on January 1, 2006, and that you choose to systematically withdraw the Maximum WB Amount annually. Assume that your Designated Fund had poor investment performance, losing 2% a year over the course of the Contract. On January 1, 2006:

• Your GLB Base is $100,000 [the value of your GLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is $100,000 [the value of your GLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB for Life Amount is $4,000 [4% of your Lifetime Income Base because you are age 63].

• On December 31, 2006, after you take your first systematic withdrawal of $5,000, your Account Value is $93,000:

• Your GLB amount, reduced by the amount of the withdrawal, is $95,000 [$100,000-$5,000].

• Your GLB Base is still $100,000 because you withdrew no more than your Maximum WB Amount.

• Your Lifetime Income Base is reduced to $93,000 [the lesser of (1) your current Lifetime Income Base minus the excess withdrawal [$100,000 - ($5,000 - $4,000)] and (2) your new Account Value [$93,000]].

• Your Maximum WB for Life Amount is $3,720 [4% of your new Lifetime Income Base].

• Assume you make no subsequent Purchase Payments, but you take annual systematic withdrawals of $5,000 for a total of 16 years. Because of poor investment performance of your Designated Fund, your Account Value decreases to $3,330. In addition, because you have taken withdrawals in excess of the Maximum WB for Life Amount, your Lifetime Income Base is now $3,330. Your Maximum WB for Life Amount is now 4% of $3,330 or $133.

• Assume your Designated Fund earns -2% in Account Year 17, and that you take another $5,000 withdrawal. On December 31, 2022:

• Your Account Value is zero.

• Your GLB amount is $15,000 [$100,000 - ($5,000 x 17)].

• Your GLB Base is still $100,000 because you withdrew no more than the Maximum WB Amount.

• Your Lifetime Income Base is zero [the lesser of (1) your current Lifetime Income Base minus the excess withdrawal [$3,330 - ($5,000 - $133)] and (2) your new Account Value [$0]].

• Your Maximum WB Amount is still $5,000 [5% of your GLB Base].

• Your Maximum WB for Life Amount equals zero [4% of your new Lifetime Income Base].

Even though your Contract has terminated because your Account Value has reduced to zero, we will pay you the Maximum WB Amount of $5,000 per year for three more years, until your GLB amount is reduced to zero.

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EXAMPLE 11: Withdrawals under WB Plan Exceeding Maximum WB for Life Amount; Positive Investment Performance.

• Assume you are age 63 at issue. Also assume that you elect the WB plan on January 1, 2006, and that you choose to systematically withdraw the Maximum WB Amount annually. Assume that your Designated Fund had positive investment performance, gaining 2% a year over the course of the Contract. On January 1, 2006:

• Your GLB Base is $100,000 [the value of your GLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is $100,000 [the value of your GLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB for Life Amount is $4,000 [4% of your Lifetime Income Base because you are age 63].

• On December 31, 2006, after you take your first systematic withdrawal of $5,000, your Account Value is $97,000:

• Your GLB amount, reduced by the amount of the withdrawal, is $95,000 [$100,000 - $5,000].

• Your GLB Base is still $100,000 because you withdrew no more than your Maximum WB Amount.

• Your Lifetime Income Base is reduced to $97,000 [the lesser of (1) your current Lifetime Income Base minus the excess withdrawal [$100,000 - ($5,000 - $4,000)] and (2) your new Account Value [$97,000]].

• Your Maximum WB for Life Amount is $3,880 [4% of your new Lifetime Income Base].

• Assume you make no subsequent Purchase Payments, but you take annual systematic withdrawals of $5,000 for a total of 19 years. Your GLB amount has been reduced to $5,000 [$100,000 - ($5,000 x 19)]. Because of good investment performance of your Designated Fund, your Account Value is now $31,478. In addition, because you have taken withdrawals in excess of the Maximum WB for Life Amount, your Lifetime Income Base is also now $31,478. Your Maximum WB for Life Amount is now 4% of $31,478, or $1,259.

• Assume your Designated Fund earns 2% in Account Year 20, and that you take another $5,000 withdrawal. On December 31, 2025:

• Your Account Value is $27,108.

• Your GLB amount is zero [$5,000 remaining - $5,000 withdrawal].

• Your GLB Base is zero because your GLB amount is equal to zero.

• Your Lifetime Income Base is $27,108 [the lesser of (1) your current Lifetime Income Base minus the excess withdrawal [$31,478 - ($5,000 - $1,259)] and (2) your new Account Value [$27,108]].

• Your Maximum WB for Life Amount equals $1,084 [4% of your new Lifetime Income Base of $27,108].

Because your Lifetime Income Base is greater than zero, you may take annual withdrawals up to the Maximum WB for Life Amount until you die or annuitize. If your Account Value is reduced to zero by a withdrawal that does not exceed you Maximum WB for Life Amount, we will continue to pay your then current Maximum WB for Life Amount each year as long as you are alive. If your Account Value is reduced to zero by a withdrawal that exceeds your Maximum WB for Life Amount, your Lifetime Income Base will be reduced to zero, your Maximum WB for Life Amount will become zero, and no more benefits will be paid.

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EXAMPLE 12: Withdrawals under WB Plan Exceeding Maximum WB Amount.

• Assume you are age 63 at issue. Also assume that you elect the WB plan on January 1, 2006. Assume that your Designated Fund had poor investment performance, losing 2% a year over the course of the Contract. On January 1, 2006:

• Your GLB Base is $100,000 [the value of your GLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is $100,000 [the value of your GLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB for Life Amount is $4,000 [4% of your Lifetime Income Base because you are age 63].

• On December 31, 2006, after you take a withdrawal of $6,000, your Account Value is $92,000:

• Your GLB amount is reduced to $92,000 [the lesser of (1) your current GLB amount minus the withdrawal [$100,000-$6,000] and (2) your new Account Value [$92,000]].

• Your GLB Base is reduced to $92,000 [the lesser of (1) your current GLB Base minus the excess withdrawal [$100,000 - ($6,000 - $5,000)] and (2) your new Account Value [$92,000]].

• Your Maximum WB Amount is now $4,600 [5% of your GLB Base].

• Your Lifetime Income Base is reduced to $92,000 [the lesser of (1) your current Lifetime Income Base minus the excess withdrawal [$100,000 - ($6,000 - $4,000)] and (2) your new Account Value [$92,000]].

• Your Maximum WB for Life Amount is $3,680 [4% of your new Lifetime Income Base of $92,000].

• Assume you make no subsequent Purchase Payments, but you take annual systematic withdrawals of $6,000 for a total of 13 years. Due to the of poor investment performance of your Designated Fund, your Account Value is now $7,609. Because you have taken withdrawals in excess of your Maximum WB Amount, your GLB amount is also now $7,609. Because you have taken withdrawals in excess of your Maximum WB Amount, your GLB Base is also now $7,609. Your Maximum WB Amount is 5% of $7,609, or $380. Because you have taken withdrawals in excess of your Maximum WB for Life Amount, your Lifetime Income Base is also now $7,609. Your Maximum WB for Life Amount is 4% of $7,609, or $304.

• Assume your Designated Fund earns -2% in Account Year 14, and that you take another $6,000 withdrawal. On December 31, 2022:

• Your Account Value is $1,457 [$7,609 x (1 - 0.02) - $6,000].

• Your GLB amount is $1,457 [the lesser of (1) your current GLB amount minus the withdrawal amount ($7,609 - $6,000) and (2) your new Account Value ($1,457)].

• Your GLB Base is $1,457 [the lesser of (1) your current GLB Base minus the excess withdrawal [$7,609 - ($6,000 - $380)] and (2) your new Account Value ($1,457)].

• Your Maximum WB Amount equals $73 [5% of your new Lifetime Income Base].

• Your Lifetime Income Base is $1,457 [the lesser of (1) your current Lifetime Income Base minus the excess withdrawal [$7,609 - ($6,000 - $304)] and (2) your new Account Value [$1,457]].

• Your Maximum WB for Life Amount equals $58 [4% of your new Lifetime Income Base of $1,457].

Because your GLB Base is greater than zero, you may take annual withdrawals up to the Maximum WB Amount until your GLB amount becomes zero. Because your Lifetime Income Base is greater than zero, you may take annual withdrawals up to the Maximum WB for Life Amount until you die or annuitize. Any withdrawal you take that is greater than your Maximum WB Amount will reduce your GLB Base (and hence,

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give you a new, reduced Maximum WB Amount). Any withdrawal you take that is greater than your Maximum WB for Life Amount will reduce your Lifetime Income Base (and hence, give you a new, reduced Maximum WB for Life Amount).

If your Account Value is reduced to zero by a withdrawal that does not exceed your Maximum WB for Life Amount, you must choose between:

(1) withdrawing the Maximum WB for Life Amount each year until you die, or

(2) withdrawing your Maximum WB Amount each year until your GLB amount is reduced to zero.

If your Account Value is reduced to zero by a withdrawal that exceeds your Maximum WB for Life Amount but does not exceed your Maximum WB Amount, your Lifetime Income Base will become zero, but we will continue to pay your then current Maximum WB Amount each year until your GLB is reduced to zero.

If your Account Value is reduced to zero by a withdrawal that exceeds both your Maximum WB for Life Amount and your Maximum WB Amount, your Lifetime Income Base, your GLB amount, and your GLB Base will all be reduced to zero, your Maximum WB for Life Amount and your Maximum WB Amount will both become zero, and no more benefits will be paid.

EXAMPLE 13: Step-up elected under AB Plan.

• Assume that you did not elect the WB plan at any time. Assume that your Account Value was $150,000 on January 1, 2009. Since this amount is greater than your GLB amount, you may step-up to a new 10-year period, with a new GLB amount of $150,000. Assume that you elect to step-up.

• Your Maturity Date is reset to January 1, 2019 (ten years after the date of the step-up). Assume that on January 1, 2019, your Account Value is $130,000. Assume that your total rider charges to date are $8,875.

• Since your Account Value is lower than your stepped-up GLB by $20,000, an amount equal to $20,000 will be deposited into your Contract ($150,000 - $130,000).

EXAMPLE 14: Step-up elected under WB Plan.

• Assume you are age 65 at issue. Also assume that you elect the WB plan on January 1, 2006, and that you choose to systematically withdraw the Maximum WB Amount annually. Assume that your Designated Fund had good investment performance, gaining 6% a year over the course of the Contract. On January 1, 2006:

• Your GLB Base is $100,000 [the value of your GLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is $100,000 [the value of your GLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB for Life Amount is $5,000 [5% of your Lifetime Income Base because you are age 65].

• On December 31, 2006, after you take your first systematic withdrawal of $5,000, your Account Value is $101,000:

• Your GLB amount, reduced by the amount of the withdrawal, is $95,000 [$100,000-$5,000].

• Your GLB Base is still $100,000 because you withdrew no more than your Maximum WB Amount.

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is $100,000 because you withdrew no more than your Maximum WB for Life Amount.

• Your Maximum WB for Life Amount is $5,000 [5% of your Lifetime Income Base].

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• Assume you make no subsequent Purchase Payments, but you take systematic withdrawals of $5,000 for a total of 3 years. On December 31, 2008:

• Your Account Value is $103,184.

• Your GLB amount is $85,000 [$100,000 - ($5,000 x 3)].

• Your GLB Base is still $100,000 because you withdrew no more than your Maximum WB Amount.

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is still $100,000 because you withdrew no more than your Maximum WB for Life Amount.

• Your Maximum WB for Life Amount is $5,000 [5% of your Lifetime Income Base].

Because your Account Value is greater than your GLB amount, your GLB Base, and your Lifetime Income Base, you may step-up your GLB amount, your GLB Base, and your Lifetime Income Base each to an amount equal to your current Account Value. Assume you elect to step-up. On January 1, 2009*:

• Your Account Value is $103,184.

• Your GLB amount is $103,184.

• Your GLB Base is $103,184.

• Your Maximum WB Amount is $5,159 [5% of your new GLB Base].

• Your Lifetime Income Base is $103,184.

• Your Maximum WB for Life Amount is $5,159 [5% of your new Lifetime Income Base].

* Note: Assume instead that you elected to step-up sometime in 2009 after your withdrawal of $5,000 was taken and that your Account Value at the time of the step-up was $103,184. Your new Maximum WB Amount and new Maximum WB for Life amount would apply so that you could withdraw an additional $159 without exceeding your maximum amounts.

EXAMPLE 15: Subsequent Purchase Payments after Step-up under the AB Plan; Refund Applies.

• Assume that you did not elect the WB plan at any time. Assume that your Account Value was $150,000 on January 1, 2009. Since this amount is greater than your GLB amount, you may step-up to a new 10-year period, with a new GLB amount of $150,000. Assume that you elect to step-up. Your Maturity Date is reset to January 1, 2019 (ten years after the date of the step-up).

• On June 1, 2010, you make an additional $80,000 Purchase Payment.

• On June 1, 2010, your GLB amount is $230,000 [$150,000 + ($80,000 x 100%)]. Since it has been less than two years since the step-up was elected, the GLB amount is increased by 100% of the new Purchase Payment amount.

• Assume that on January 1, 2019 (your Maturity Date), your Account Value is $280,000. Assume that your total rider charges to date are $13,850.

• Because your Account Value is greater than the GLB amount of $230,000, your account will be credited with the amount of your rider charges, increasing your Account Value to $293,850.

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APPENDIX F - SECURED RETURNS

The optional living benefit Secured Returns (“Benefit” or “the rider”) was available for all Contracts purchased prior to September 7, 2004 and certain contracts purchased on or after that date. The following information applies to your Contract if you elected to participate in Secured Returns and did not replace it with Secured Returns 2, which was available for such replacements for a limited period of time. Secured Returns is no longer available for sale on new Contracts. Since we are no longer offering Secured Returns to new Owners, renewals are no longer available.

Secured Returns guarantees a return of your Purchase Payments (adjusted for subsequent Purchase Payments and withdrawals), regardless of the investment performance of the underlying funds, provided that you comply with certain requirements. The amount guaranteed can be greater than or less than your Account Value. Upon annuitization, the Benefit and any optional death benefit automatically terminate.

To participate in Secured Returns, all of your Account Value must be invested in a Designated Fund at all times during the term of the plan: a 10-year period under the AB Plan or, if you elected the WB Plan, until your guaranteed amount is reduced to zero. See “DESIGNATED FUNDS” in the prospectus to which this Appendix is attached.

If you elected to participate in Secured Returns with the basic death benefit, we assess your Contract an annual charge of 0.40% of your average daily net assets. If you elected Secured Returns with the EEB Premier rider, we assess your Contract an annual charge of 0.65% of your average daily net assets. We will continue to deduct this annual charge until you annuitize or your Secured Returns expires or is revoked. Cancellation of the Benefit (caused by a transfer out of the Designated Fund or a Purchase Payment allocation to a non-Designated Fund) may not terminate the annual charge.

Any time after your 7^th Account Anniversary, you may revoke Secured Returns. Once revoked, the Benefit may not be reinstated. After the Benefit has been revoked, your insurance charges will be reduced by 0.40% of your average daily Account Value. If you elected the Benefit in combination with the EEB Premier rider, that optional death benefit rider will not be revoked and the charge of the rider (0.25% of your average daily Account Value) will continue.

Transfers among the Designated Funds are permitted as described under “Transfer Privilege.” If however you transfer some or all of your Account Value out of the Designated Fund into another investment option offered under your Contract, Secured Returns will be automatically cancelled. Likewise, if you allocate one or more subsequent Purchase Payments to an investment option other than one of the Designated Funds, Secured Returns will be cancelled.

Once the Benefit has been cancelled, it cannot be reinstated. After the cancellation of the Benefit, you will continue to pay the annual charge for the Benefit until your 7th Account Anniversary. After your 7th Account Anniversary, your insurance charges will be reduced by 0.40% of your average daily Account Value. If you elected the Benefit in combination with the EEB Premier rider, that optional death benefit rider will not be cancelled and the cost of such rider (0.25% of your average daily Account Value) will remain.

If you elected Secured Returns, you may choose to receive your Benefit under one of two plans: the Guaranteed Minimum Accumulation Benefit (“AB”) Plan or the Guaranteed Minimum Withdrawal Benefit (“WB”) Plan. You are automatically enrolled in the AB Plan at the time you elect Secured Returns. Any time prior to your 81st birthday, you may elect instead to receive your Benefit under the WB Plan. There is no waiting period for participation in the WB Plan, but you must make your election prior to your 10th Account Anniversary or annuitization, whichever is earlier. Once you elect to participate in the WB Plan, you may not change your election to the AB Plan. If you do not specifically elect the WB Plan, you will be deemed to have elected to remain in the AB Plan.

All withdrawals under Secured Returns are subject to withdrawal charges if they are in excess of the annual free withdrawal amount. (See “Free Withdrawal Amount” under “Withdrawal Charge” in the Prospectus to which this Appendix is attached.) In addition, if you have elected Secured Returns, but have not yet elected to participate in the

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WB Plan, any withdrawals you make will reduce your GLB amount proportionally to the amount of Account Value withdrawn. For examples showing how withdrawals affect your benefits under Secured Returns, see Examples 5 through 8 in this Appendix.

Under the terms of the Guaranteed Minimum Accumulation Benefit (“AB”) Plan, on your 10th Account Anniversary, we will credit your Account Value with any excess of your Guaranteed Living Benefit Amount (“GLB amount”) over your Account Value after the application of any other Contract transactions. Any such amount will be allocated to the Designated Fund in which you are invested at that time. Your GLB amount is equal to the sum of 100% of your initial Purchase Payment plus a specified percentage of any subsequent Purchase Payments, adjusted in amount for partial withdrawals. One or more subsequent Purchase Payments during the 10-year period will not restart the 10-year period. For each subsequent Purchase Payment after the second Account Anniversary, we will increase the GLB amount by less than 100% of the Purchase Payment depending upon the Account Year in which it was made, as follows:

Account Year in which Purchase Payment was made	Percentage Guaranteed
1 - 2	100%
3 - 5	85%
6 - 8	70%
9 - 10	60%

For examples of how we calculate benefits under the AB Plan, see Examples 1 and 2 in this Appendix. Note that the timing and amount of subsequent Purchase Payments may affect the total Benefit. In particular, it may be disadvantageous for you to make Purchase Payments that increase the GLB amount by less than 100% of the payment.

To calculate the GLB amount after a partial withdrawal under the AB Plan, we multiply the GLB amount immediately before the withdrawal by the ratio of the Account Value immediately after the withdrawal to the Account Value immediately before the withdrawal. (See Examples 5 and 7 in this Appendix.)

If you die while the AB Plan is still in force, all benefits and charges under Secured Returns will automatically terminate when we receive Due Proof of Death, unless your surviving spouse is the sole Beneficiary. In that case, your surviving spouse may elect to continue the Contract. If such election is made, the same Benefit will apply. Your surviving spouse can elect the WB Plan at any time prior to the earliest of annuitization, the surviving spouse’s 81st birthday, and your 10th Account Anniversary. If your surviving spouse does not elect the WB Plan, the AB Plan will continue. In such case, the benefits under AB Plan will be determined according to the original 10-year period. In all cases, the GLB amount will not reset upon your death.

If the Contract is not continued by your surviving spouse following your death while participating in the AB Plan, your Beneficiary may elect any available option under the Death Benefit provisions of the Contract.

Under the terms of the Guaranteed Minimum Withdrawal Benefit (“WB”) Plan, you may withdraw up to a set dollar amount from your Account Value each year during which the WB Plan is in effect, until your remaining GLB amount equals zero. This set dollar amount, or “maximum WB amount,” is equal to 7% of the GLB amount on the date you elect to participate in the WB Plan. You are not required to make any withdrawals after you have elected the WB Plan; however, if you withdraw more than the maximum WB amount in any Account Year, your remaining GLB amount and future guaranteed withdrawals will be reduced in the manner discussed further below. You should be aware that a withdrawal in excess of the maximum WB amount might significantly reduce your Secured Returns Benefits if your Account Value is less than the remaining GLB amount. In addition, the value you will receive upon a full withdrawal, or “surrender” of your Contract, will be your Contract’s Surrender Value and not the remaining GLB amount. Any subsequent Purchase Payment made after you have elected the WB Plan, and before your fourth Account Anniversary, will increase your remaining GLB amount by 100% of such subsequent Purchase Payment. Your maximum WB amount will increase by 7% of such subsequent Purchase Payment. After your fourth Account Anniversary, you may not make any additional Purchase Payments if you have elected the WB Plan. For examples of how we calculate benefits under the WB Plan, see Examples 3 and 4 in this Appendix.

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Once you have elected to participate in the WB Plan, withdrawals of no more than the maximum WB amount will reduce your remaining GLB amount dollar for dollar. If you are participating in the WB Plan and you withdraw, in any one Account Year, more than the current maximum WB amount, your remaining GLB amount will be reduced to equal the lesser of:

(a) your previous remaining GLB amount reduced dollar for dollar by the amount of the withdrawal, or

(b) your Account Value.

If (b), above, is less than (a), then your maximum WB amount will be reduced so that the new remaining GLB amount will expire on the same date it would have had the maximum WB amount been withdrawn every year thereafter. (See Example 6 in this Appendix.)

The maximum WB amount is not cumulative. That is to say, if you withdraw less than the maximum WB amount in any one Account Year, you cannot add that unused portion to withdrawals made in future years to exceed the maximum WB amount.

Under the WB Plan, your Secured Returns benefits will continue until your remaining GLB amount is reduced to zero, even if your Account Value drops to zero. If your Account Value drops to zero, no subsequent Purchase Payment will be accepted and no death benefit will be payable. We will however, continue to pay the maximum WB amount each Account Year while you are alive until your remaining GLB amount has been reduced to zero.

If you die while the WB Plan is in force and your surviving spouse, as the sole Beneficiary, elects to continue the Contract, Secured Returns will continue on the same terms, for your surviving spouse, even though the Account Value may have been enhanced under the provisions of the death benefit. (See “Spousal Continuance” under “DEATH BENEFIT” in the Prospectus to which this Appendix is attached.) In all other situations, the Beneficiary may elect to exercise any of the available options under the Death Benefit provisions of the Contract, or in the alternative, to receive the maximum WB amount on an annual basis until the remaining GLB amount has been reduced to zero.

Certain state and federal income tax provisions may be important to you in connection with a living benefit, such as Secured Returns. When you elect to participate in the WB Plan, we will inform you that you may withdraw annual amounts up to your Yearly RMD Amount without reducing your guaranteed withdrawal benefit. To assist you in complying with the RMD requirements, each year, we will notify you in early January of your calculated Yearly RMD Amount and inform you that you may withdraw annual amounts up to your Yearly RMD Amount without reducing your guaranteed withdrawal benefit.

In the event that your Yearly RMD Amount attributable to your Contract is greater than the maximum withdrawal amount permitted each year under the WB Plan, we are currently waiving withdrawal provisions under Secured Returns as follows. If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in the WB Plan, we reduce your Account Value and your remaining GLB amount, dollar for dollar, by the amount of the withdrawal. We will not, however, penalize you if the current Federal Tax Laws require you to withdraw from your Contract an amount greater than either your Maximum WB Amount. In other words, we will not reduce your remaining GLB amount if a Yearly RMD Amount exceeds either your Maximum WB Amount, provided that:

• you withdraw your Qualified Contract’s first Yearly RMD Amount in the calendar year you attain age 70 ¹⁄₂ rather than postponing the withdrawal of that Amount until the first quarter of the next calendar year, and

• you do not make any withdrawal from your Qualified Contract that would result in you receiving, in any Account Year, more than one calendar year’s Yearly RMD Amount.

If there is any change to the current Code or IRS rules governing the timing or determination of RMD amounts (including, but not limited to, amendments to the current IRS regulations or the issuance of IRS guidance), then we reserve the right to reduce the remaining GLB amount per the terms of the rider regarding excess withdrawals, when a Yearly RMD Amount withdrawn from your Contract exceeds your Maximum WB Amount. Notice will be given to Contract Owners before we exercise this right.

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If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in the AB Plan, we reduce your Account Value by the amount of the withdrawal and your GLB amount proportionally.

For a further discussion of some of these provisions, please refer to “TAX PROVISIONS - Impact of Optional Death Benefits and Optional Living Benefits” in the Prospectus to which this Appendix is attached.

ALL OF THE FOLLOWING EXAMPLES ARE BASED UPON THE ASSUMPTION YOU SELECTED SECURED RETURNS ON OR BEFORE YOUR ISSUE DATE.

Examples 1 through 4 demonstrate how we calculate your Secured Returns Benefit assuming you make no subsequent Purchase Payments and you make no withdrawals other than those satisfying the maximum WB amount under the WB Plan. Examples 1 and 2 show your benefit under the AB Plan, and Examples 3 and 4 show your benefit under the WB Plan. Examples 5 through 8 demonstrate how withdrawals and subsequent Purchase Payments affect your Secured Returns Benefit. Examples 5 and 7 show how withdrawals affect your benefits under the AB Plan. Example 6 shows the effect of withdrawing more than the maximum WB amount under the WB Plan in any one Account Year. Examples 7 and 8 show the effects of making subsequent Purchase Payments.

EXAMPLE 1: Low investment performance; no WB election.

• Assume that on January 1, 2003, you purchased a Contract with an initial Purchase Payment of $100,000. Assume that you did not elect the WB plan at any time and that your Designated Fund had low investment performance.

• Assume that on January 1, 2013, your Account Value is $85,000. On that date, your Account Value will be increased by $15,000 ($100,000 - $85,000).

EXAMPLE 2: High investment performance; no WB election

• Assume that on January 1, 2003, you purchased a Contract with an initial Purchase Payment of $100,000. Assume that you did not elect the WB plan at any time and that your Designated Fund had high investment performance.

• Assume that on January 1, 2013, your Account Value is $200,000. Because your Account Value is greater that the GLB amount of $100,000, your Account Value will not be increased.

EXAMPLE 3: Low investment performance; WB election

• Assume that on January 1, 2003, you purchased a Contract with an initial Purchase Payment of $100,000. Assume that you elected the WB plan at issue and choose to systematically withdraw the maximum WB amount (i.e., 7% of the $100,000 or $7,000).

• On December 31, 2003, your remaining GLB amount will be $93,000 ($100,000 - $7,000). Assume that, on that date, your Account Value is $91,000.

• On December 31, 2004, your remaining GLB amount will be $86,000 ($93,000 - $7,000). Assume that, on that date, your Account Value is $80,000. These withdrawals continue for seven more years.

• On December 31, 2011, your remaining GLB amount will be $37,000 ($86,000 - ($7,000 x 7 years)). Assume that, on that date, your Account Value is $0. These withdrawals of $7,000 continue until the remaining GLB amount runs out in year 15, after the final withdrawal of $2,000 has been taken. At that time, the Benefit terminates.

EXAMPLE 4: High investment performance; WB election

• Assume that you elected the WB plan at issue and choose to systematically withdraw the maximum WB amount (i.e., 7% of the $100,000 or $7,000).

• On December 31, 2003, your remaining GLB amount will be $93,000 ($100,000 - $7,000). Assume that, on that date, your Account Value is $91,000.

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• On December 31, 2004, your remaining GLB amount will be $86,000 ($93,000 - $7,000). Assume that, on that date, your Account Value is $90,000. These withdrawals continue for seven more years.

• On December 31, 2011, your remaining GLB amount will be $37,000 ($86,000 - ($7,000 x 7 years)). Assume that, on that date, your Account Value is $50,000. These withdrawals continue for 5 more years.

• On December 31, 2016, the remaining GLB amount equals $2,000 ($37,000 - ($7,000 x 5 years)). Assume the Account Value equals $30,000.

• Assume that, on December 31, 2017, you withdraw the remaining $2,000 to exhaust the remaining GLB amount. Secured Returns thus terminates and the annual fee stops. However, because there is a remaining Account Value, the Contract continues.

EXAMPLE 5: Withdrawals under the AB Plan

• Assume that on January 1, 2003, you purchased a Contract with an initial Purchase Payment of $100,000. Your GLB amount is $100,000.

• Assume that on January 1, 2004, your Account Value is $110,000 and you withdraw 10% of your Account Value (or $11,000). Your GLB amount will be reset to $90,000, i.e., the previous GLB amount ($100,000) reduced proportional to the amount of Account Value withdrawn (10%), or $100,000 - (10% of $100,000).

• Assume you make no more withdrawals or Purchase Payments and that your Account Value, on January 1, 2013, is $85,000. Your Account Value will be increased by $5,000 ($90,000 - $85,000).

EXAMPLE 6: Withdrawals under the WB Plan

• Assume that on January 1, 2003, you purchased a Contract with an initial Purchase Payment of $100,000. Assume that you elected the WB Plan at issue. Your maximum WB amount would be $7,000 (i.e., 7% of the $100,000).

• Assume that, on January 1, 2004, your Account Value is $95,000. Assume that no withdrawals have been made. Your remaining GLB amount is still $100,000 and your maximum WB amount is still $7,000.

• Assume that, on September 3, 2004, your Account Value is $93,000 and you withdraw $5,000. Your Account Value is thus reduced to $88,000, and your remaining GLB amount is reduced to $95,000. Your maximum WB amount is still $7,000; however, you can only withdraw $2,000 more this Account Year without exceeding your maximum WB amount for the Account Year.

• Assume that, on January 4, 2005, your Account Value is $85,000 and you withdraw another $5,000. Your Account Value is thus reduced to $80,000. This is now a new Account Year, so the maximum WB amount has not yet been exceeded. Your remaining GLB amount is reduced to $90,000. Your maximum WB amount is still $7,000; however, you can only withdraw $2,000 more this Account Year without exceeding your maximum WB amount for the Account Year.

• Assume that, on November 4, 2005, your Account Value is $79,000 and you withdraw another $5,000. Your Account Value is thus reduced to $74,000. Your total withdrawals for the current Account Year equal $10,000 ($5,000 + $5,000), a total of $3,000 in excess of your maximum WB amount. Your remaining GLB amount is thus reduced to $74,000; i.e., the lesser of your Account Value ($74,000) and your previous remaining GLB amount reduced dollar for dollar by the withdrawal ($90,000 - $5,000). Your maximum WB amount is reduced so that the date on which the remaining GLB amount expires will be the same date it would have expired had the maximum WB been withdrawn every year, i.e., ($90,000 - $2,000) ÷ $7000 = 12.57 years. Thus the maximum WB amount will become $5,887 ($74,000 ÷ 12.57).

EXAMPLE 7: Withdrawals with subsequent Purchase Payments under the AB Plan

• Assume that on January 1, 2003, you purchased a Contract with an initial Purchase Payment of $100,000. Assume that you did not elect the WB Plan at any time.

• On June 1, 2007, you make a subsequent Purchase Payment of $100,000. Your GLB amount is now $185,000, i.e., ($100,000 x 100%) + ($100,000 x 85%).

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• Assume that, on June 1, 2009, your Account Value is $240,000 and you withdraw $40,000. Your Account Value is reduced to $200,000. Your GLB amount is reset to $154,167, i.e., the previous GLB amount reduced proportional to the amount of Account Value withdrawn, or $185,000 x ($200,000 ÷ $240,000). Assume you make no more withdrawals or subsequent Purchase Payments.

• Assume that, on January 1, 2013, your Account Value is $125,000. On that date, your Account Value will be increased by $29,167 ($154,167 - $125,000).

EXAMPLE 8: Withdrawals with subsequent Purchase Payments under the WB Plan

• Assume that on January 1, 2003, you purchased a Contract with an initial Purchase Payment of $100,000. Assume that you elected the WB plan at issue and choose to systematically withdraw the maximum WB amount (i.e., 7% of the $100,000 or $7,000).

• On January 1, 2004, your remaining GLB amount will be $93,000 ($100,000 - $7,000). Assume that, on that date, your Account Value is $91,000.

• Assume that, on January 6, 2004, you make an additional Purchase Payment of $50,000. Your remaining GLB amount is reset to $143,000 ($93,000 + $50,000). Your maximum WB amount is reset to $10,500 ($7,000 + (7% x $50,000)). Assume you increase your annual withdrawals to equal the maximum WB amount of $10,500.

• Assume that, on January 1, 2005, you withdraw the maximum WB amount of $10,500 and your remaining GLB amount is $132,500 ($143,000 - $10,500). Assume that no additional subsequent Purchase Payments are made and the maximum WB amount is withdrawn annually.

• Assume that, on January 1, 2013, your Account Value equals $0. Your remaining GLB amount will be $48,500, i.e., ($132,500 - ($10,500 x 8 years). Withdrawals will continue until the remaining GLB amount is reduced to zero.

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APPENDIX G - SECURED RETURNS 2

The following information applies to your Contract if you elected to participate in Secured Returns 2 (“Benefit,” “Secured Returns 2” or “the rider”) and did not replace it with Secured Returns for Life, which was available for such replacements for a limited period of time beginning in November 2005. Secured Returns 2 is no longer available for sale on new Contracts. Since we are no longer offering Secured Returns 2 to new Owners, renewals are no longer available.

Secured Returns 2 guarantees a return of your Purchase Payments (adjusted for subsequent Purchase Payments and withdrawals), regardless of the investment performance of the underlying funds, provided that you comply with certain Benefit requirements. The amount guaranteed can be greater than or less than your Account Value. All Benefits and charges under Secured Returns 2 terminate upon annuitization.

Secured Returns 2 is available only if you are age 84 or younger on the Open Date. If you choose to participate in the Benefit, you must make your election no later than your Issue Date. You may combine the Benefit with any optional death benefit other than the EEB Premier Plus. Upon annuitization, Secured Returns 2 and any elected optional death benefit automatically terminate.

To participate in Secured Returns 2, all of your Account Value must be invested in a Designated Fund at all times during the term of the plan: a 10-year period under the AB Plan or, if you elected the WB Plan, until the guaranteed amount is reduced to zero. See “DESIGNATED FUNDS” in the prospectus to which this Appendix is attached.

Unlike other Contract charges, the charge for Secured Returns 2 will not be calculated as a percentage of average daily net assets as described under “Variable Accumulation Unit Value.” Instead, the charge for the Benefit will be made as a specific deduction from the Account Value, taken on the last valuation day of the Account Quarter. The charge per year is equal to 0.50% of your Account Value. The quarterly charge will be determined by multiplying the Account Value at the end of the Account Quarter by 0.00125. (See Example 12 in this Appendix.) The specific amount of the quarterly charge will be reflected on your quarterly account statement. We will continue to deduct this charge until you annuitize or your Secured Returns 2 Benefit expires or is revoked. Cancellation of the Benefit (caused by a transfer out of a Designated Fund or a Purchase Payment allocation to a non-Designated Fund) will not terminate the charge, until the 7th Account Anniversary. Any time after your 7th Account Anniversary, you may revoke Secured Returns 2. Once revoked, Secured Returns 2 may not be reinstated. After Secured Returns 2 has been revoked, all benefits and charges will end.

Transfers among the Designated Funds are permitted as described under “Transfer Privilege” in the Prospectus to which this Appendix is attached. If however you transfer some or all of your Account Value out of the Designated Fund into another investment option offered under your Contract, Secured Returns 2 will be automatically cancelled. Likewise, if you allocate one or more subsequent Purchase Payments to an investment option other than one of the Designated Funds, Secured Returns 2 will be cancelled. Once the Benefit has been cancelled, it cannot be reinstated. After the cancellation of the Benefit, you will continue to pay the annual charge for the Benefit until your 7th Account Anniversary.

If you elect Secured Returns 2, you may choose to receive your Benefit under one of two plans: the Guaranteed Minimum Accumulation Benefit (“AB”) Plan or the Guaranteed Minimum Withdrawal Benefit (“WB”) Plan.

If you elect Secured Returns 2, you are automatically enrolled in the AB Plan. After your first Account Anniversary, you may elect instead to receive your Benefit under the WB Plan, provided that you make the election prior to the earliest of your 81st birthday, the date you annuitize, and the date your AB Plan matures. Once you elect to participate in the WB Plan, you may not change your election to the AB Plan. If you do not specifically elect the WB Plan, you will be deemed to have elected to remain in the AB Plan.

All withdrawals under Secured Returns 2 are subject to withdrawal charges if they are in excess of the annual free withdrawal amount. (See “Free Withdrawal Amount” under “Withdrawal Charge” in the Prospectus to which this

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Appendix is attached.) In addition, if you have elected Secured Returns 2, but have not yet elected to participate in the WB Plan, any withdrawals you make will reduce your Guaranteed Living Benefit Amount (“GLB amount”) proportionally to the amount of Account Value withdrawn. For examples showing how withdrawals affect your benefits under Secured Returns 2, see Examples 6, 7, 8, 9 and 11 in this Appendix.

Under the terms of the Guaranteed Minimum Accumulation Benefit (“AB”) Plan, on your 10th Account Anniversary, we will credit your Account Value with any excess of your GLB amount over your Account Value after the application of any other Contract transactions. Any such amount will be allocated to the Designated Fund in which you are invested at that time. Your GLB amount is equal to the sum of 100% of your initial Purchase Payment plus a specified percentage of any subsequent Purchase Payments, adjusted in amount for partial withdrawals. One or more subsequent Purchase Payments during the 10-year period will not restart the 10-year period. For each subsequent Purchase Payment after the second Account Anniversary, we will increase the GLB amount by less than 100% of the Purchase Payment depending upon the Account Year in which it was made, as follows:

Account Year in which Purchase Payment was made	Percentage guaranteed
1 - 2	100%
3 - 5	85%
6 - 8	70%
9 - 10	60%

For examples of how we calculate benefits under the AB Plan, see Examples 1, 2, and 3 in this Appendix. Note that the timing and amount of subsequent Purchase Payments may affect the total Secured Returns 2 Benefit. In particular, it may be disadvantageous for you to make Purchase Payments that increase the GLB amount by less than 100% of the payment.

If your Contract remains in the AB Plan until it “matures” on the later of your 10th Account Anniversary or 10 years from your most recent Step-Up Date, and the Account Value is greater than or equal to the GLB amount on the “maturity date,” then we will refund the charges you have paid for Secured Returns 2 (“Refund Amount”) by crediting the Refund Amount to your Account Value. The Refund Amount will be allocated to the Designated Fund in which you are invested on such “maturity date.” No refund of Secured Returns 2 charges will be made if you change from the AB Plan to the WB Plan.

To calculate the GLB amount after a partial withdrawal under the AB Plan, we multiply the GLB amount immediately before the withdrawal by the ratio of the Account Value immediately after the withdrawal to the Account Value immediately before the withdrawal. (See Examples 6 and 9 in this Appendix.)

If you die while participating in the AB Plan, all benefits and charges under Secured Returns 2 will automatically terminate when we receive Due Proof of Death, unless your surviving spouse is the sole Beneficiary. In that case, your surviving spouse may elect to continue the Contract. If such election is made, the same Secured Returns 2 Benefit will apply. Your surviving spouse can elect the WB Plan at any time prior to the earliest of annuitization, the surviving spouse’s 81st birthday, and the date the AB Plan is scheduled to “mature”. If your surviving spouse does not elect the WB Plan, the AB Plan will continue on the same terms, for your surviving spouse, even though the Account Value may have been enhanced under the provisions of the death benefit. (See “Spousal Continuance” under “DEATH BENEFIT” in the Prospectus to which this Appendix is attached.) In all cases, the GLB amount will not reset upon your death, but the charges under Secured Returns 2 will be assessed against the enhanced Account Value.

If the Contract is not continued by your surviving spouse following your death while participating in the AB Plan, your Beneficiary may elect any available option under the Death Benefit provisions of the Contract.

Under the terms of the Guaranteed Minimum Withdrawal Benefit (“WB”) Plan, you may withdraw up to a set dollar amount from your Account Value each year during which the WB Plan is in effect, until your remaining GLB amount equals zero. Once the remaining GLB amount is reduced to zero, the Secured Returns 2 Benefit will expire and

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no new Purchase Payments will be accepted into the WB Plan. This set dollar amount, or “maximum WB amount,” is equal to 7% of the remaining GLB amount on the date you elect to participate in the WB Plan. You are not required to make any withdrawals after you have elected the WB Plan; however, if you withdraw more than the maximum WB amount in any Account Year, your remaining GLB amount and future guaranteed withdrawals will be reduced in the manner discussed further below. You should be aware that a withdrawal in excess of the maximum WB amount might significantly reduce your Secured Returns 2 Benefits if your Account Value is less than your remaining GLB amount. In all cases, the value you will receive upon a full withdrawal, or “surrender” of your Contract, will be your Contract’s Surrender Value and not the remaining GLB amount. Provided any remaining GLB amount is not reduced to zero, any subsequent Purchase Payment made after you have elected the WB Plan, and before your fourth Account Anniversary, will increase your remaining GLB amount by 100% of such subsequent Purchase Payment. Your maximum WB amount will increase by 7% of such subsequent Purchase Payment. After your fourth Account Anniversary, you may not make any additional Purchase Payments unless your WB Plan has expired.

Once you have elected to participate in the WB Plan, withdrawals of no more than the maximum WB amount will reduce the remaining GLB amount dollar for dollar. If you are participating in the WB Plan and you withdraw, in any one Account Year, more than the current maximum WB amount, the remaining GLB amount will be reduced to equal the lesser of:

(a) your previous remaining GLB amount reduced dollar for dollar by the amount of the withdrawal, or

(b) your Account Value.

If (b), above, is less than (a), then your maximum WB amount will be reduced so that the new remaining GLB amount will expire on the same date it would have had the maximum WB amount been withdrawn every year thereafter. (See Example 7 in this Appendix.)

The maximum WB amount is not cumulative. That is to say, if you withdraw less than the maximum WB amount in any one Account Year, you cannot add that unused portion to withdrawals made in future years to exceed the maximum WB amount.

Under the WB Plan, your Secured Returns 2 benefits will continue until your remaining GLB amount is reduced to zero, even if your Account Value drops to zero. If your Account Value drops to zero, no subsequent Purchase Payment will be accepted and no death benefit will be payable. We will however, continue to pay the maximum WB amount each Account Year while you are alive until your remaining GLB amount has been reduced to zero.

For examples of how we calculate benefits under the WB Plan, see Examples 4 and 5 in this Appendix.

If you die while participating in the WB Plan and your surviving spouse, as the sole Beneficiary, elects to continue the Contract, Secured Returns 2 will continue on the same terms, for your surviving spouse, even though the Account Value may have been enhanced under the provisions of the death benefit. (See “Spousal Continuance” under “DEATH BENEFIT” in the Prospectus to which this Appendix is attached.) In such case, the remaining GLB amount will not reset upon your death, but the charges under Secured Returns 2 will be assessed against the enhanced Account Value. In all other situations, the Beneficiary may elect to exercise any of the available options under the Death Benefit provisions of the Contract, or in the alternative, to receive the maximum WB amount on an annual basis until the remaining GLB amount has been reduced to zero.

After your fifth Account Anniversary, you may elect to increase (“step-up”) your GLB amount or remaining GLB amount to your then current Account Value. Currently, this step-up election may be made on any day after your fifth Account Anniversary. (We reserve the right to require step-up elections to occur only within 30 days following the fifth or any subsequent Account Anniversary.) On the day we receive your step-up election notice in good order (the “Step-Up Date”), we will increase your GLB or remaining GLB amount to an amount equal to your Account Value on the Step-Up Date. If you elect to step-up your GLB or remaining GLB amount, at least 5 full years from the Step-Up Date must pass before you can elect another step-up. You can only elect to step-up the GLB or remaining GLB amount if the current Account Value is greater than the current GLB or remaining GLB amount. If you are in the AB Plan, you must be less than age 85 on the Step-Up Date. If you are in the WB Plan, you must be less than age 81 on the Step-Up Date.

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Following your step-up election, the rider fee may be changed to an amount that may be higher than your current Secured Returns 2 fee as discussed above. The rider fee after the step-up will be set by us, based upon current market conditions at the time of the step-up. Significant changes in stock market prices, interest rate fluctuations, and competitive industry trends are among the market conditions we consider in whether to change the fee.

If you are participating in the AB Plan and you elect to step-up your GLB amount, the term of your benefit under the AB Plan will change. Without a step-up, your benefit under the AB Plan will “mature” on the 10th Account Anniversary (the date we credit your Account with any excess of your GLB amount over your Account Value or refund your Secured Returns 2 rider charges). After you make a step-up election, your benefit under the AB Plan will mature 10 years from the Step-Up Date. (See Example 2 in this Appendix.)

If you have been receiving benefits under the WB Plan, a step-up may change your “maximum WB amount.” After the step up, your “maximum WB amount” will become the greater of the current “maximum WB amount” and 7% of your new remaining GLB amount. Note that, if you step-up in a particular Account Year, any withdrawals previously made in that Account Year are applied against your new “maximum WB amount.” (See Example 8 in this Appendix.)

At the time of a step-up, if your benefit is under the AB Plan, you can still change to the WB Plan at a later date, subject to the applicable age restrictions described above.

Because Purchase Payments, under the WB Plan, are not allowed after your fourth Account Anniversary, you must be participating in the AB Plan to make any subsequent Purchase Payments after a Step-Up. After your step-up election, any subsequent Purchase Payment will increase the GLB amount under your AB Plan by a specified percentage of the subsequent Purchase Payment. The percentage guaranteed depends upon “Step-Up Year” in which the Payment was made. (A “Step-Up Year” is the 365-day period (366, if a leap year) commencing on your Step-Up Date.) The example below illustrates how we determine the percentage guaranteed after a subsequent Purchase Payment:

Assume you purchased a Contract on July 1, 2005, and elected to step-up your Contract on October 1, 2010. Under the AB Plan that you have elected, your benefit matures on October 1, 2020. For any subsequent Purchase Payments you make, your GLB amount will increase by the following percentages:

Step-Up Year	Payments Made Between	Percentage Guaranteed
1	10/02/10 - 10/01/11	100%
2	10/02/11 - 10/01/12	100%
3	10/02/12 - 10/01/13	85%
4	10/02/13 - 10/01/14	85%
5	10/02/14 - 10/01/15	85%
6	10/02/15 - 10/01/16	70%
7	10/02/16 - 10/01/17	70%
8	10/02/17 - 10/01/18	70%
9	10/02/18 - 10/01/19	60%
10	10/02/19 - 10/01/20	60%

Thus, a subsequent Purchase Payment made on October 2, 2015, will provide only a 70% guarantee whereas a subsequent Purchase Payment made on October 1, 2015, will provide an 85% guarantee. (See Example 10 in this Appendix.) It may be disadvantageous for you to make any such Purchase Payments that increase the GLB amount by less than 100% of the payment.

Certain state and federal income tax provisions may be important to you in connection with a living benefit, such as Secured Returns 2. When you elect to participate in the WB Plan, we will inform you that you may withdraw annual amounts up to your Yearly RMD Amount without reducing your guaranteed withdrawal benefit. To assist you in complying with the RMD requirements, each year, we will notify you in early January of your calculated Yearly RMD Amount and inform you that you may withdraw annual amounts up to your Yearly RMD Amount without reducing your guaranteed withdrawal benefit.

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In the event that your Yearly RMD Amount attributable to your Contract is greater than the maximum withdrawal amount permitted each year under the WB Plan, we are currently waiving withdrawal provisions under Secured Returns 2 as follows. If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in the WB Plan, we reduce your Account Value and your remaining GLB amount, dollar for dollar, by the amount of the withdrawal. We will not, however, penalize you if the current Federal Tax Laws require you to withdraw from your Contract an amount greater than either your Maximum WB Amount. In other words, we will not reduce your remaining GLB amount if a Yearly RMD Amount exceeds either your Maximum WB Amount, provided that:

• you withdraw your Qualified Contract’s first Yearly RMD Amount in the calendar year you attain age 70 ¹⁄₂ rather than postponing the withdrawal of that Amount until the first quarter of the next calendar year, and

• you do not make any withdrawal from your Qualified Contract that would result in you receiving, in any Account Year, more than one calendar year’s Yearly RMD Amount.

If there is any change to the current Code or IRS rules governing the timing or determination of RMD amounts (including, but not limited to, amendments to the current IRS regulations or the issuance of IRS guidance), then we reserve the right to reduce the remaining GLB amount per the terms of the rider regarding excess withdrawals, when a Yearly RMD Amount withdrawn from your Contract exceeds your Maximum WB Amount. Notice will be given to Contract Owners before we exercise this right.

If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in the AB Plan, we reduce your Account Value by the amount of the withdrawal and your GLB amount proportionally.

For a further discussion of some of these provisions, please refer to “TAX PROVISIONS - Impact of Optional Death Benefits and Optional Living Benefits” in the Prospectus to which this Appendix is attached.

ALL OF THE FOLLOWING EXAMPLES ARE BASED UPON THE ASSUMPTION YOU ELECTED SECURED RETURNS 2 ON JANUARY 1, 2005 WITH AN INITIAL PURCHASE PAYMENT OF $100,000. YOUR INITIAL GLB AMOUNT EQUALS YOUR PURCHASE PAYMENT AMOUNT OF $100,000.

EXAMPLE 1: Low investment performance; no WB election.

• Assume that you did not elect the WB plan at any time and that your Designated Fund had low investment performance. Since your Account Value was below the GLB amount of $100,000 from January 1, 2010 through January 1, 2015, the step-up feature is not available.

• Assume that on January 1, 2015, your Account Value is $85,000. Assume that your total rider charges to date are $4,625.

• Since your Account Value is less than your GLB amount by $15,000, an amount equal to $15,000 will be deposited into your Contract ($100,000 - $85,000).

EXAMPLE 2: Low investment performance; no WB election; step-up elected.

• Assume that you did not elect the WB plan at any time and that your Designated Fund had low investment performance. However, assume that your Account Value was $150,000 on January 1, 2010. Since this amount is greater than your GLB amount, you may step-up to a new 10 year period, with a new GLB amount of $150,000. Assume that you do elect to step-up.

• Your new GMAB rider maturity date is now January 1, 2020 (ten years after the date of the step-up). Assume that on January 1, 2020, your Account Value is $130,000. Assume that your total rider charges to date are $10,125.

• Since your Account Value is lower than your stepped-up GLB by $20,000, an amount equal to $20,000 will be deposited into your Contract ($150,000 - $130,000).

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EXAMPLE 3: High investment performance; no WB election; refund applies.

• Assume that you did not elect the WB plan at any time and that your Designated Fund had high investment performance. Assume that your Account Value was $150,000 on January 1, 2010. Since this amount is greater than your GLB amount, you may step-up to a new 10-year period, with a new GLB amount of $150,000. Assume that you do not elect to step-up.

• Assume that on January 1, 2015, your Account Value is $200,000. Assume that your total rider charges to date are $7,500.

• Because your Account Value is greater than the GLB amount of $100,000, your account will be credited with the amount of your rider charges, increasing your Account Value to $207,500.

EXAMPLE 4: Low investment performance; WB election.

• Assume that you elect the WB plan at the beginning of the second Account Year and then choose to systematically withdraw the maximum WB amount (i.e., 7% of the $100,000 remaining GLB amount, or $7,000).

• On December 31, 2006, your remaining GLB amount will be $93,000. Assume that, on this date, your Account Value is $91,000.

• On December 31, 2007, your remaining GLB amount will be $86,000. Assume that, on this date, your Account Value is $80,000. The $7,000 withdrawals continue for seven more years. Assume that from January 1, 2010 through December 31, 2014, your Account Value is less than your remaining GLB amount. Therefore, the step-up feature is not available.

• On December 31, 2014, your remaining GLB amount will be $37,000. Assume that, on this date, your Account Value is $0.

• These withdrawals of $7,000 continue until the remaining GLB amount runs out in year 2020. At that time, Secured Returns 2 terminates.

EXAMPLE 5: High investment performance; WB election; step-up elected.

• Assume that you elect the WB plan at the beginning of the second Account Year and then choose to systematically withdraw the maximum WB amount (i.e., 7% of the $100,000 remaining GLB amount, or $7,000).

• On December 31, 2006, your remaining GLB amount will be $93,000. Assume that, on this date, your Account Value is $95,000.

• On December 31, 2007, your remaining GLB amount will be $86,000. Assume that, on this date, your Account Value is $90,000. The $7,000 withdrawals continue for two more years. Assume that on January 1, 2010, your Account Value is $80,000 and your remaining GLB amount is $72,000. Since your Account Value is greater than your remaining GLB amount, you may step-up your remaining GLB amount to $80,000. Assume you elect to step-up. Your maximum WB amount is calculated as 7% of $80,000 = $5,600. However, since this is less than your current maximum WB amount of $7,000, your maximum WB amount will remain at $7,000.

• Assume you continue to withdraw $7,000 per year for four more years. On December 31, 2013, your remaining GLB amount will be $52,000. Assume that, on this date, your Account Value is $56,000.

• These $7,000 withdrawals continue. On December 31, 2020, the remaining GLB amount equals $3,000. Assume that, on this date, your Account Value equals $20,000.

• Assume that you withdraw $3,000 on February 12, 2021. At this time, the remaining GLB amount is reduced to zero and Secured Returns 2 terminates and the annual fee stops. However, because there is a remaining Account Value, the Contract continues.

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EXAMPLE 6: Withdrawals under the AB Plan; low investment performance.

• Assume that you did not elect the WB plan at any time.

• Assume that on January 1, 2006, you withdraw 10% of your Account Value of $110,000 (or $11,000). Your Account Value is now $99,000.

• On January 1, 2006, your GLB amount will be reset to $90,000 (the previous GLB amount reduced proportional to the amount of Account Value withdrawn).

• Assume you make no more withdrawals or Purchase Payments and that your Account Value on January 1, 2015 is $87,000. Assume that your total rider charges to date are $4,710.

• Since your Account Value is less than your GLB amount by $3,000, an amount equal to $3,000 will be deposited into your Contract ($90,000 - $87,000).

EXAMPLE 7: Withdrawals under the WB Plan; low investment performance.

• Assume that you elect the WB plan at the beginning of your second Account Year. The maximum WB amount would be $7,000 (i.e., 7% of the $100,000 remaining GLB amount). However, assume no withdrawals are made. On July 1, 2006, assume that your Account Value is $95,000. The remaining GLB amount is still $100,000, and the maximum WB amount is still $7,000.

• Assume that you make a withdrawal of $5,000 on September 3, 2006. Your remaining GLB amount is now $95,000. Assume that your Account Value is now $88,000.

• Assume that you make another withdrawal of $5,000 on April 5, 2007. This is now a new Account Year, so the maximum WB amount has not been exceeded yet. Your remaining GLB amount is now $90,000. Assume that your Account Value is now $80,000.

• Assume that you make another withdrawal of $5,000 on September 18, 2007. Your total withdrawals in the current Account Year are now $10,000 and exceed the WB maximum of $7,000. Assume that your Account Value is $79,000 just before the withdrawal and $74,000 just after the withdrawal.

• Because your withdrawals exceeded the maximum WB amount, your remaining GLB amount is reduced to the lesser of your previous remaining GLB amount reduced dollar for dollar for the withdrawal ($90,000 - $5,000), and your current Account Value ($74,000). Therefore, your new remaining GLB amount is $74,000. Your maximum WB amount is reduced so that the date on which the remaining GLB expires will be the same date it would have expired had the maximum WB been withdrawn every year (i.e., ($90,000 - $2,000) ÷ $7,000 = 12.57 years). Thus the new maximum WB amount becomes $5,887 ($74,000 ÷ 12.57).

EXAMPLE 8: Withdrawals under the WB Plan; high investment performance; step-up elected.

• Assume that you elect the WB plan at the beginning of your second Account Year. The maximum WB amount would be $7,000 (i.e., 7% of the $100,000 remaining GLB amount). However, assume you make no withdrawals. On February 1, 2010, assume that your Account Value is $124,000. Since your Account Value is greater than your remaining GLB amount, you may step-up your remaining GLB amount to $124,000. Assume that you do not step-up. Your remaining GLB amount is still $100,000, and the maximum WB amount is still $7,000.

• Assume that on March 3, 2010, your Account Value is now $125,000. You now make a withdrawal of $5,000. Your remaining GLB amount is now $95,000. Your Account Value is now $120,000. Since your Account Value is greater than your remaining GLB amount, you may step-up your remaining GLB amount to $120,000. Assume that you do step-up. Your maximum WB amount is calculated as 7% of $120,000 = $8,400. Since this is greater than your current maximum WB amount of $7,000, your maximum WB amount increases to $8,400.

• Assume that you wish to make another withdrawal on October 5, 2010. Because you have already withdrawn $5,000 in the current Account Year, you can withdraw $3,400 ($8,400 - $5,000) without exceeding your WB maximum. Assume that you withdraw this $3,400. Your remaining GLB amount is now $116,600 ($120,000 - $3,400). Assume that your Account Value is now $118,000.

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• On January 2, 2011 you begin a new Account Year. Therefore, you can withdraw $8,400 in this new Account Year without exceeding your WB maximum. Assume that you do withdraw $8,400 in this Account Year. On December 31, 2011, the remaining GLB amount equals $108,200. Assume that, on this date, your Account Value equals $110,000.

• Assume that you continue to withdraw $8,400 each Account Year. On December 31, 2023, the remaining GLB amount equals $7,400. Assume that, on this date, your Account Value equals $30,000.

• Assume that you withdraw $7,400 on March 12, 2024. At that time, the remaining GLB amount is reduced to zero and Secured Returns 2 terminates and the annual fee stops. However, because there is a remaining Account Value, the Contract continues.

EXAMPLE 9: Withdrawals with Subsequent Purchase Payments under the AB Plan; low investment performance.

• Assume that you did not elect the WB Plan at any time.

• On June 1, 2010, you make an additional $80,000 Purchase Payment.

• On June 1, 2010, your GLB amount is $168,000 [$100,000 + ($80,000 x 85%)].

• Assume that, on June 1, 2011, you withdraw $40,000 and that your Account Value is $240,000 at this time. After the withdrawal, your Account Value is $200,000.

• On June 1, 2011, your GLB amount is reset to $140,000. This equals the previous remaining GLB amount reduced proportional to the amount of Account Value withdrawn, or $168,000 x [1 - (40,000 ÷ 240,000)].

• Assume you make no more withdrawals or Purchase Payments and that your Account Value on January 1, 2015, is $125,000. Assume that your total rider charges to date are $6,670.

• Since your Account Value is less than your GLB amount by $15,000, an amount equal to $15,000 will be deposited into your Contract ($140,000 - $125,000).

EXAMPLE 10: Step-up and Subsequent Purchase Payments under the AB Plan; high investment performance; step-up elected; refund applies.

• Assume that you did not elect the WB Plan at any time and that your Designated Fund had high investment performance. Assume that your Account Value is $150,000 on January 1, 2010. Since this amount is greater than your GLB amount, you may step-up to a new 10-year period, with a new GLB amount of $150,000. Assume that you do elect to step-up.

• On June 1, 2011, you make an additional $80,000 Purchase Payment.

• On June 1, 2011, your GLB amount is $230,000 [$150,000 + ($80,000 x 100%)]. Since it has only been one year since the step-up was elected, the GLB amount is increased by 100% of the new Purchase Payment amount.

• Your new AB Plan maturity date is now January 1, 2020 (ten years after the date of the step-up). Assume that on January 1, 2020 your Account Value is $280,000. Assume that your total rider charges to date are $15,130.

• Because your Account Value is greater than the GLB amount of $230,000, your account will be credited with the amount of your rider charges, increasing your Account Value to $295,130.

EXAMPLE 11: Withdrawals with Subsequent Purchase Payments under the WB Plan.

• Assume that you elect the WB plan at the beginning of the second Account Year and then choose to systematically withdraw the maximum WB amount (i.e., 7% of the $100,000 remaining GLB amount or $7,000).

• On January 1, 2007, your remaining GLB amount will be $93,000. Assume that, on this date, your Account Value is $91,000.

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• On January 6, 2007, you make an additional Purchase Payment of $50,000.

• Your remaining GLB amount is reset to $143,000 ($93,000 + $50,000).

• Your maximum WB amount is reset to $10,500 [$7,000 + (7% x $50,000)].

• Assume you increase your annual withdrawals to equal the maximum WB amount of $10,500.

• On January 1, 2008, your remaining GLB amount is $132,500 ($143,000 - $10,500). Assume that you make no additional Purchase Payments and the maximum WB amount is withdrawn annually.

• Assume that on January 1, 2016, your Account Value is $0. Your remaining GLB amount will be $48,500 [$132,500 - ($10,500 x 8 years)]. Withdrawals of $10,500 will continue until the remaining GLB amount runs out in year 2020. At that time, the Secured Returns 2 terminates.

EXAMPLE 12: Calculation of explicit rider charges.

• Assume that you did not elect the WB plan at any time. Assume that your Account Value increases at an annual rate of 5% per year throughout the first ten years. Also assume that you do not elect to step-up at any time.

• On March 31, 2005, your Account Value before the charge for Secured Returns 2 is taken is $101,196.79. The charge deducted on March 31, 2005 is $126.50 ($101,196.79 x .00125). Therefore, your ending Account Value on March 31, 2005 is $101,070.29 ($101,196.79 - $126.50).

• On June 30, 2005, your Account Value before the charge for Secured Returns 2 is taken is $102,307.23. The fee deducted on June 30, 2005 is $127.88 ($102,307.23 x .00125). Therefore, your ending Account Value on June 30, 2005 is $102,179.35 ($102,307.23 - $127.88).

• On September 30, 2005, your Account Value before the charge for Secured Returns 2 is taken is $103,443.69. The fee deducted on September 30, 2005 is $129.30 ($103,443.69 x .00125). Therefore, your ending Account Value on September 30, 2005 is $103,314.39 ($103,443.69 - $129.30).

• This pattern continues until the maturity date for your Benefit of January 1, 2015. On that date, your Account will be credited with a payment. If your current Account Value is less than your current GLB amount, then your Account will be credited with the difference between these two amounts. If your current Account Value is greater than your current GLB amount, then your Account will be credited with the sum of all of Secured Returns 2 charges that have been made. Note that if Secured Returns 2 was revoked or cancelled before the maturity date for your Benefit of January 1, 2015, then no Secured Returns 2 credit will be made to your Account.

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APPENDIX H - SECURED RETURNS FOR LIFE PLUS^SM

The optional living benefit known as Secured Returns for Life Plus (“Secured Returns for Life Plus,” “Benefit,” or “the rider”) was available for Contracts purchased on or after April 11, 2006, and prior to February 17, 2009. The following information applies to your Contract if you elected to participate in Secured Returns for Life Plus. Secured Returns for Life Plus is no longer available for sale on new Contracts. Since we are no longer offering Secured Returns for Life Plus to new Owners, renewals are no longer available.

Secured Returns for Life Plus provides a guarantee of a return of your initial Purchase Payment (adjusted for subsequent Purchase Payments and withdrawals), during the accumulation period regardless of the investment performance of the Designated Funds, provided that you comply with certain requirements. The amount guaranteed can be greater than or less than your Account Value. The guaranteed amount can be paid out under a Guaranteed Minimum Accumulation Benefit (“AB”) Plan, which provides for a return of your guaranteed amount on the AB Plan Maturity Date, or a Guaranteed Minimum Withdrawal Benefit (“WB”) Plan, which provides for a return of your guaranteed amount through periodic withdrawals or, if you meet certain conditions, payments for life. (You should note that the Benefit does not, in all cases, guarantee payments “for Life.” Certain actions you take may reduce, and even terminate, your Benefit, including reducing your Account Value to zero and thereby terminating your Contract without value.)

In addition, Secured Returns for Life Plus includes a bonus feature (called the “Plus 5 Program”) that may increase the guaranteed amount under the WB Plan provided no withdrawals are taken during an Account Year. These bonuses will not increase your guaranteed amount under the AB Plan. We will, however, keep track of any bonuses while you are in the AB Plan and apply them to the WB Plan, if and when you transfer into the WB Plan. The bonuses under the Plus 5 Program are discussed further in this Appendix under “Plus 5 Program.”

We use the following definitions to describe how Secured Returns for Life Plus works:

AB Plan Maturity Date: The date when the AB Plan matures. If you are younger than 85 on the Issue Date, your AB Plan Maturity Date is the later of your 10th Account Anniversary or 10 years from the date of your last step-up. (See “Step-Up.”) If you are 85 on the Issue Date, your AB Plan Maturity Date is your Maximum Annuity Commencement Date.

Plus 5 Period: The period of time equal in length to the first 10 Account Years; or, if less than 10 years, the period of time up to the Account Year in which the oldest Participant attains age 80.

Bonus Base: An amount that is equal to the initial Purchase Payment on the date the Contract is issued, and later is adjusted for any subsequent Purchase Payments, step-ups, and partial withdrawals made during the Plus 5 Period.

Guaranteed Living Benefit Amount (the “GLB amount”): The minimum amount guaranteed under the Contract while you are participating in the AB Plan. The GLB amount is initially equal to your initial Purchase Payment, which is adjusted for any subsequent Purchase Payments, step-ups, and partial withdrawals. The GLB amount is also used to set the RGLB amount on the date you elect the WB Plan.

Remaining Guaranteed Living Benefit Amount (the “RGLB amount”): The minimum amount guaranteed if you elected the WB Plan. The RGLB amount equals the GLB amount plus any accrued bonus amount on the date you choose to participate in the WB Plan. This amount will be adjusted for subsequent Purchase Payments, step-ups, bonus amounts, and partial withdrawals.

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Guaranteed Living Benefit Base (the “GLB Base”): A value equal to the RGLB amount on the date you elect to participate in the WB Plan. The GLB Base is adjusted later for any subsequent Purchase Payments, step-ups, bonus amounts, and partial withdrawals. The GLB Base is used to establish the Maximum WB Amount.

Lifetime Income Base: A value equal to the RGLB amount on the WB Plan election date, if you are age 60 or older on said date. A value equal to the RGLB amount on the Account Anniversary on or immediately following your 59th birthday, if you are less than age 60 on the WB Plan election date. The Lifetime Income Base is adjusted later for any subsequent Purchase Payments, step-ups, bonus amounts, and partial withdrawals. The Lifetime Income Base is used to establish the Maximum WB for Life Amount.

Maximum WB Amount: The maximum guaranteed amount available for annual withdrawal until your RGLB amount has been reduced to zero. The annual Maximum WB Amount is equal to 5% of the GLB Base.

Maximum WB For Life Amount: The maximum guaranteed amount available for annual withdrawal during your lifetime. The Maximum WB for Life Amount is equal to 4% or 5% of the current Lifetime Income Base depending upon the age of the Participant on the date of the first withdrawal under the WB Plan or most recent Step-Up Date. If your Contract is co-owned, the age of the oldest Participant will be used to determine the Maximum WB for Life Amount. (You should be aware that the Maximum WB for Life Amount is not a guaranteed amount. Certain actions you take could reduce the value of your Maximum WB for Life Amount to zero.)

You and Your: Under this optional living benefit, the terms “you” and “your” refer to the oldest Participant or the surviving spouse of the oldest Participant as described under “Death of Participant Under the AB Plan” and “Death of Participant Under the WB Plan.” In the case of a non-natural Participant, these terms refer to the oldest Annuitant.

We also use the following acronyms when discussing the features of Secured Returns for Life Plus:

WB Plan Guaranteed Minimum Withdrawal Benefit Plan

AB Plan Guaranteed Minimum Accumulation Benefit Plan

GLB Amount Guaranteed Living Benefit Amount

RGLB Amount Remaining Guaranteed Living Benefit Amount

Maximum WB Amount Maximum Guaranteed Minimum Withdrawal Benefit Amount

Maximum WB for Life Amount Maximum Guaranteed Minimum Withdrawal Benefit for Life Amount

To participate in Secured Returns for Life Plus, all of your Account Value must be invested in a Designated Fund at all times during the term of the plan: a 10-year period under the AB Plan or, if you elected the WB Plan, until the RGLB amount is reduced to zero and the Lifetime Income Base is zero. The only Funds, dollar-cost averaging program options, and asset allocation models that currently qualify as Designated Funds are listed in the section entitled “DESIGNATED FUNDS” in the prospectus to which this Appendix is attached.

When you elected to participate in Secured Returns for Life Plus, you are automatically enrolled in the AB Plan. At any time, you may elect instead to receive your benefits under the WB Plan, provided that you make the election

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prior to the earliest of the date your AB Plan matures, the Contract’s Maximum Annuity Commencement Date, and the date you annuitize. Once you elect to participate in the WB Plan, you may not change your election to the AB Plan. If you do not specifically elect the WB Plan, you will be deemed to have elected to remain in the AB Plan.

Guaranteed Minimum Accumulation Benefit (“AB”) Plan

Under its terms, the AB Plan matures on the AB Plan Maturity Date. On that date, we will credit your Account Value with any excess of your GLB amount over your Account Value after adjusting for any Contract charges or credits. Any such amount will be allocated to the Designated Fund in which you are invested at that time.

Your GLB amount and your Bonus Base are equal to the sum of 100% of your initial Purchase Payment plus a specified percentage of any subsequent Purchase Payments, adjusted in amount for step-ups (described in this Appendix under “Step-Up”) and partial withdrawals. If you make one or more subsequent Purchase Payments during the 10-year period, the period will not restart. Rather, the percentage of guaranteed return for each subsequent Purchase Payment after the second Account Anniversary will be reduced depending upon the Account Year in which it was made, as follows:

Account Year in which Purchase Payment was made	Percentage added to the GLB amount and to the Bonus Base
1 - 2	100%
3 - 5	85%
6 - 8	70%
9 - 10	60%

Note that the timing and amount of subsequent Purchase Payments and withdrawals may significantly affect the total Secured Returns for Life Plus Benefit. In particular, Purchase Payments made after the second Account Year may significantly reduce the value of this Benefit to you.

If your Account Value is greater than your GLB amount on the AB Plan Maturity Date, we will credit your Account Value with an amount equal to the charges you paid for Secured Returns for Life Plus. (See “Refund of Secured Returns for Life Plus Charges Under the AB Plan” in this Appendix.) For examples of how we calculate benefits under the AB Plan, see Examples 1 and 2 in this Appendix.

Guaranteed Minimum Withdrawal Benefit (“WB”) Plan

Under the terms of the WB Plan, you are guaranteed a return of your RGLB amount even if your Account Value becomes zero. Each Account Year during which the WB Plan is in effect, you can withdraw up to your Maximum WB Amount until your RGLB amount has been depleted. Once the RGLB amount is reduced to zero, your GLB Base is permanently set to zero as well. However, if you exceed your Maximum WB Amount in any one Account Year, your RGLB and future guaranteed withdrawals will be reduced in the manner described in this Appendix under “Withdrawals Under Secured Returns for Life Plus.”

The WB Plan also guarantees that, if you have chosen the WB Plan and if you are age 60 or older, you can withdraw up to your Maximum WB for Life Amount every Account Year that you are alive, even if your Account Value has been depleted. If you are younger than age 60, you may withdraw up to your Maximum WB for Life Amount every Account Year after your first Account Anniversary following your 59th birthday. If you exceed your Maximum WB for Life Amount in any one Account Year, the amount of your subsequent guaranteed lifetime withdrawals will be reduced in the manner discussed in this Appendix under “Withdrawals Under Secured Returns for Life Plus.”

Your Guaranteed Living Benefit Base is also set equal to the RGLB amount on the date you elect to participate in the Guaranteed Minimum Withdrawal Benefit Plan. Your Maximum WB Amount is a set dollar amount equal to 5% of your GLB Base. On the day you elect to participate in the WB Plan, we set your RGLB amount to equal your GLB amount as described above under “Guaranteed Minimum Accumulation Benefit (“AB”) Plan” plus any accrued bonuses. This value is used to determine your Maximum WB for Life Amount as discussed further below.

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To calculate your Maximum WB for Life Amount, we must first determine your Lifetime Income Base. The Lifetime Income Base is an amount equal to the RGLB amount on:

• the date you elected to participate in the WB Plan if you are age 60 or older on that date, or

• your first Account Anniversary after your 59th birthday, if you are 59 or younger on the date you elect to participate in the WB Plan.

The Maximum WB for Life Amount will then be calculated, based upon your age on the date of the first withdrawal under the WB Plan, as follows:

Your Age on Date of First Withdrawal under WB Plan	Maximum WB for Life Amount
65 or older	5% of the Lifetime Income Base
64 or younger	4% of the Lifetime Income Base

You are not required to make any withdrawals after you have elected the WB Plan; however, each time you make a withdrawal, we determine whether the withdrawal has exceeded the Maximum WB Amount, the Maximum WB for Life Amount, or both. If you have exceeded the Maximum WB Amount or the Maximum WB for Life Amount, we determine the new maximum amount(s) for future withdrawals. In any one Account Year, withdrawals in excess of your Maximum WB Amount or your Maximum WB for Life Amount may reduce or eliminate your future guaranteed withdrawals, possibly reducing the guaranteed minimum withdrawal benefit to an amount less than the sum of your Purchase Payments. (See “Withdrawals Under Secured Returns for Life Plus” in this Appendix.)

Provided your RGLB amount and Account Value have not been reduced to zero, any Purchase Payment made after you have elected the WB Plan, and before your fourth Account Anniversary, will increase your RGLB amount, your GLB Base, your Bonus Base, and your Lifetime Income Base each by 100% of such Purchase Payment. Therefore, your Maximum WB Amount will equal 5% of your new GLB Base. Your Maximum WB for Life Amount will equal 4% or 5% of your new Lifetime Income Base, depending upon your age on the date of your first withdrawal under the WB Plan as shown in the above chart or your most recent “Step-Up Date,” described in this Appendix under “Step-Up.” Under the WB Plan, after your fourth Account Anniversary, you may not make any additional Purchase Payments unless your Benefit under the rider has been cancelled, terminated, or revoked. After the fourth Account Anniversary, any Purchase Payments you submit while participating in the WB Plan will be returned to you.

For examples of how we calculate benefits under the WB Plan, see Examples 5 and 6 in this Appendix.

Plus 5 Program

The Plus 5 Program gives you the opportunity to increase your Secured Returns for Life Plus Benefit if you defer taking withdrawals. That is to say, if you have selected the Benefit and you do not take any withdrawals in the early Account Years, you will be able to take larger withdrawals in the later Account Years. Under Secured Returns for Life Plus, the Plus 5 Program is automatically available to you during your first 10 Account Years (the “Plus 5 Period”). However, if you are 70 or older on the Issue Date, the Plus 5 Period ends on your 80th birthday. Under the Plus 5 Program, if you do not take any withdrawals during any one or more Account Years, we will automatically calculate a bonus based upon your initial Purchase Payment (the “Bonus Base”) and adjusted for additional Purchase Payments, step-ups, and partial withdrawals. Although we calculate the amount of your bonus each year regardless of whether you are participating in the AB Plan or the WB Plan, you can benefit from any bonus amount only if you choose to participate in the WB Plan, as follows:

• Assume you are participating in the AB Plan. Under this Plan, you only have the potential for increasing the amount of your withdrawals in later Account Years. For each year you do not take a withdrawal during the Plus 5 Period, we will calculate a bonus equal to 5% of your Bonus Base and add it to an existing accrued bonus amount. The bonuses you earn will accumulate but will not increase your Account Value, your GLB amount, or any guarantee payments you receive under the AB Plan. If you choose to switch to the WB Plan,

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that potential for larger withdrawals will be realized. When you switch to the WB Plan, we will set your RGLB amount to equal your GLB amount plus any bonuses accumulated under your Contract while you were participating in the AB Plan.

• Assume you are participating in the WB Plan. Under this Plan, the potential for larger withdrawals will be realized. Each year you do not take a withdrawal during the Plus 5 Period, we will not only calculate a bonus equal to 5% of your Bonus Base, but we will add that bonus to your RGLB amount on your Account Anniversary (prior to calculating your new GLB Base or Lifetime Income Base). In this way, your withdrawals under the WB Plan will be larger in the later years than they would have been without the Plus 5 Program. Each time we add a bonus to the RGLB amount, we will also recalculate your GLB Base and Lifetime Income Base as described below.

After the addition of any bonus, your new GLB Base will be the greater of:

• your GLB Base prior to the addition of the amount of any bonus, and

• your RGLB amount after the addition of any applicable bonus.

If your age is within our age limitations, we will calculate a new Lifetime Income Base. Your new Lifetime Income Base will be equal to the greater of:

• your Lifetime Income Base prior to the addition of the bonus amount, and

• the lesser of:

• your RGLB amount after the addition of the bonus amount, and

• your previous Lifetime Income Base plus the addition of any bonus amount.

While you are participating in the AB Plan during the Plus 5 Period, any bonuses that apply to your Contract will only accumulate and will not increase your GLB amount or any guarantee payments you receive under the AB Plan. However, for each Account Year that you do not take a withdrawal during the Plus 5 Period, the bonus will be calculated and added to the existing accrued bonus amount. Before taking a withdrawal during the Plus 5 Period, you should carefully consider the negative effect this will have on your Plus 5 bonuses.

When and if you elect to participate in the WB Plan, your RGLB amount is set equal to your GLB amount plus any bonuses accumulated under your Contract while you were participating in the AB Plan. Your accrued bonus amount will then be set at zero. Any future bonus amounts, if applicable, while you are participating in the WB Plan, will be added each year, as described above.

Bonuses under the Plus 5 Program do not increase your Account Value; you can benefit from any such bonus only if you choose the WB Plan.

Cost of Secured Returns for Life Plus

Unlike other Contract charges, the charge for Secured Returns for Life Plus will not be calculated as a percentage of average daily net assets as described under “Variable Accumulation Unit Value” in the prospectus to which this Appendix is attached. Instead, the charge for the Benefit will be made as a specific deduction from the Account Value, taken on the last valuation day of the Account Quarter. The charge per year for Secured Returns for Life Plus is currently equal to 0.50% of your Account Value. The quarterly charge will be determined by multiplying the Account Value at the end of the Account Quarter by 0.125%. (See Example 18 in this Appendix.) The specific amount of the quarterly charge will be reflected on your quarterly account statement. The maximum charge you can pay for Secured Returns for Life Plus in any one Account Year is equal to 0.50% of the highest Account Value at any point in that Account Year.

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We will continue to deduct this charge until:

• you annuitize or

• under the provisions of Secured Returns for Life Plus:

• your Benefit matures;

• your Benefit is revoked (see “Revocation of Secured Returns for Life Plus” in this Appendix); or

• your RGLB amount and your Lifetime Income Base are both reduced to zero under the WB Plan.

Cancellation of the Benefit (caused by a transfer out of the Designated Fund, a Purchase Payment allocation to a non-Designated Fund, or an assignment) will not terminate the charge, until the 7th Account Anniversary. (See “Cancellation of Secured Returns for Life Plus” in this Appendix.)

Withdrawals Under Secured Returns for Life Plus

All withdrawals under Secured Returns for Life Plus are subject to withdrawal charges if they are in excess of your annual free withdrawal amount. (See “Free Withdrawal Amount” under “Withdrawal Charge” in the prospectus to which this Appendix is attached) In addition, any withdrawals you take under Secured Returns for Life Plus may reduce the value of your Benefit under the rider. Such withdrawals affect your Benefit differently depending upon whether you are participating in the AB Plan or the WB Plan. In either case, however, a withdrawal may reduce the value of the Benefit by an amount greater than the amount of the withdrawal.

Assume you are participating in the AB Plan. Any withdrawals you make will reduce the dollar value of your Benefit under this rider proportionally to the amount withdrawn. For example, after a partial withdrawal, the new GLB amount will equal

old GLB amount	X	Account Value immediately after partial withdrawal
		Account Value immediately before partial withdrawal

Therefore, on your AB Maturity Date, instead of crediting your Account Value with the full amount of your Benefit, we will reduce the amount we credit proportionally to the amount withdrawn.

You should be aware that, if your Account Value is less than the amount of your Benefit at the time a withdrawal is taken, your GLB amount will be reduced by an amount equal to or more than the amount withdrawn. Thus, withdrawals taken in a down market could severely reduce, and even terminate, your benefits under Secured Returns for Life Plus, including reducing your Account Value to zero and thereby terminating your Contract without value.

We will also proportionally reduce your Bonus Base and any accrued bonuses using a similar calculation. (See Example 3 in this Appendix.) However, as discussed in detail in this Appendix under “Plus 5 Program,” even though the Bonus Base and accrued bonuses are calculated while you are in the AB Plan, you can benefit from any bonus amount only if you choose to participate in the WB Plan.

Assume you are participating in the WB Plan and you want to receive the full amount of your guaranteed benefit over a period of years. To maximize your guaranteed benefit, you may withdraw no more than a specified amount each year. In other words, each year, you may withdraw no more than your Maximum WB Amount. Your guaranteed benefit amount (the RGLB amount) will be reduced by the amount of the withdrawal, but your Maximum WB Amount will remain unchanged. In other words, you will be able to take the same maximum amount each year until your guaranteed benefit amount is completely withdrawn.

If, however, in any one Account Year, you withdraw more than the current Maximum WB Amount, the dollar value of your guaranteed benefits will be reduced and the amount of each future annual guaranteed withdrawal will be less. You should be aware that, if you withdraw more than your Maximum WB Amount at time when your Account Value is less than the amount of your Benefit, your RGLB amount will be reduced by an amount equal to or more than the excess

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amount withdrawn. Thus, withdrawals taken in a down market could severely reduce, and even terminate, your benefits under Secured Returns for Life Plus, including reducing your Account Value to zero and thereby terminating your Contract without value.

Here is how we calculate the benefit reduction. Your new RGLB amount will be the lesser of:

• your previous RGLB amount, reduced by the amount of the withdrawal, and

• your Account Value after the withdrawal.

Your new GLB Base will be the lesser of:

• your previous GLB Base reduced by the amount of the withdrawal in excess of the Maximum WB Amount, and

• your Account Value after the withdrawal.

Your new Bonus Base will be the lesser of:

• your previous Bonus Base reduced by the amount of the withdrawal in excess of the Maximum WB Amount, and

• your Account Value after the withdrawal.

Your new Maximum WB Amount will be 5% of your new reduced GLB Base. Going forward, this will be the maximum amount that you can withdraw annually without further reducing your Benefit.

The Maximum WB Amount is not cumulative. If you withdraw less than the Maximum WB Amount in any one Account Year, you cannot add that unused portion to withdrawals made in future years to increase the Maximum WB Amount.

Assume you are participating in the WB Plan and you want to receive a guaranteed annual amount for the rest of your life. To maximize your guaranteed benefit, you may withdraw no more than a specified amount each year. Under this scenario, you may withdraw no more than your Maximum WB for Life Amount. Your guaranteed benefit amount (the RGLB amount) will be reduced by the amount of such withdrawals, but your Maximum WB for Life Amount will remain unchanged. In other words, you will be able to take the same maximum amount each year as long as you are alive, subject to the other terms and conditions described herein.

If, however, in any one Account Year, you withdraw more than the current Maximum WB for Life Amount, the dollar value of your guaranteed benefits will be reduced and the amount of each future annual guaranteed withdrawal will be less. Here is how we calculate the benefit reduction. Your new Lifetime Income Base will be the lesser of:

• your previous Lifetime Income Base reduced by the amount of the withdrawal in excess of the Maximum WB for Life Amount, and

• the Account Value after the withdrawal.

Your new Maximum WB for Life Amount will be determined based upon your age on the date of the first withdrawal under the WB Plan (or your age on the most recent “Step-Up Date,” if later) as follows:

Your Age on the later of Date of First Withdrawal under WB Plan or Most Recent Step-Up Date	New Maximum WB for Life Amount
65 or older	5% of the new Lifetime Income Base
64 or younger	4% of the new Lifetime Income Base

The Maximum WB for Life Amount is not cumulative. That is to say, the unused portion in any Account Year cannot be applied in future years to increase the Maximum WB for Life Amount.

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In general when participating in the WB Plan, you should keep the following in mind:

• A withdrawal in excess of the Maximum WB Amount or the Maximum WB for Life Amount might reduce and even terminate your Secured Returns for Life Plus Benefits, including reducing your Account Value to zero and thereby terminating your Contract without value.

• If your Account Value drops to zero and, in the same year, you withdraw more than your Maximum WB Amount or your Maximum WB for Life Amount, your benefits under Secured Returns for Life Plus will terminate and your Contract will terminate without value.

• If your Account Value drops to zero but you did not, in the same year, withdraw more than your Maximum WB Amount or your Maximum WB for Life Amount, your benefits under Secured Returns for Life Plus will continue. However, no subsequent Purchase Payment will be accepted, no death benefit or annuity benefits will be payable, and all benefits under your Contract, except the right to continue annual withdrawals under this rider, will terminate. You will have two choices:

(1) You could choose to receive the Maximum WB for Life Amount, if any, until you die. In that case, after your death, your beneficiary receives the Maximum WB Amount until the RGLB amount, if any, is reduced to zero; or

(2) You (or your beneficiary if you have died) could choose to receive the Maximum WB Amount until the RGLB amount, if any, is reduced to zero.

If you do not make a choice, we will default you to option 1.

For examples showing how withdrawals affect your benefits under the WB Plan, see Examples 5 through 7 and Examples 11 and 12 in this Appendix.

Annuitization Under the WB Plan

Under the WB Plan, if your Account Value is greater than zero on the Maximum Annuity Commencement Date, you may annuitize your Contract rather than receiving periodic payments under the WB plan. If no prior election to annuitize is on file with the Company, on the Maximum Annuity Commencement Date you may elect to:

• annuitize the Contract as described under “THE INCOME PHASE - ANNUITY PROVISIONS” in the prospectus to which this Appendix is attached;

• surrender your Contract;

• receive the Maximum WB Amount each year until the RGLB amount is reduced to zero; or

• receive the Maximum WB for Life Amount each year until a Participant dies and, thereafter, allow the beneficiary to receive the Maximum WB Amount until the RGLB amount, if any, is reduced to zero.

Regardless of whether you elect to annuitize, surrender or receive payments under the WB plan, all other Contract benefits, including the death benefit, will terminate on the Annuity Commencement Date. If you fail to make an election, we may automatically annuitize your Contract and provide a life annuity with 120 monthly payments certain. Note that the Maximum Annuity Commencement Date permitted under this Contract is the first day of the month following the Annuitant’s 95^th birthday. See “Selection of Annuity Commencement Date” under “THE INCOME PHASE - ANNUITY PROVISIONS” in the prospectus to which this Appendix is attached.

Cancellation of Secured Returns for Life Plus

Transfers among the Designated Funds are permitted as described in the prospectus to which this Appendix is attached under “Transfer Privilege.” If, however, you transfer some or all of your Account Value out of the Designated Funds, the Secured Returns for Life Plus benefits will be automatically cancelled. Likewise, if you allocate one or more subsequent Purchase Payments to an investment option other than one of the Designated Funds, the Secured Returns for Life Plus benefits will be cancelled. A change of ownership of the Contract may also cancel Secured Returns for Life Plus.

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Once Secured Returns for Life Plus has been cancelled, it cannot be reinstated. After cancellation of the benefits, you will continue to pay the annual charge for Secured Returns for Life Plus until your 7th Account Anniversary.

Revocation of Secured Returns for Life Plus

Any time after your 7th Account Anniversary, you may revoke Secured Returns for Life Plus. Once revoked, Secured Returns for Life Plus may not be reinstated. After Secured Returns for Life Plus has been revoked, all benefits and charges will end.

Step-Up

On or after your first Account Anniversary, you may elect to increase your guaranteed amount to your then current Account Value. Currently, this step-up election may be made on any day after your first Account Anniversary. (We reserve the right to require step-up elections to occur only within 30 days following the first or any subsequent Account Anniversary.)

If you are participating in the AB Plan, on the day we receive your step-up election notice in good order (the “Step-Up Date”), we will increase your GLB amount and Bonus Base to an amount equal to your Account Value on the Step-Up Date, if eligible. If you elect to step-up, at least one full year from the Step-Up Date must pass before you can elect another step-up. You can only elect to step-up if:

• your current Account Value is greater than the current GLB amount, and

• your Account Value is $5,000,000 or less on your Step-Up Date.

If you are participating in the WB Plan on the Step-Up Date, we will step up your GLB Base, your Bonus Base, your RGLB amount, and your Lifetime Income Base to an amount equal to your Account Value on the Step-Up Date, if eligible. If you elect to step-up, at least one full year from the Step-Up Date must pass before you can elect another step-up. You can only elect to step-up if:

• your current Account Value is greater than the current GLB Base and greater than the current Lifetime Income Base, and

• your Account Value is $5,000,000 or less on your Step-Up Date.

For purposes of determining the above $5,000,000 limits, we reserve the right to aggregate your Account Value with the account values of all other Delaware Life variable annuity contracts you own.

If you are in the AB Plan, your Step-Up Date must be at least 10 years prior to your Maximum Annuity Commencement Date. If you have selected an Annuity Commencement Date that is prior to the Maximum Annuity Commencement Date but is less than 10 years after your Step-Up Date, we will automatically extend your Annuity Commencement Date to equal your AB Plan Maturity Date.

Without a step-up, your benefits under the AB Plan will “mature” on the 10th Account Anniversary (the date we credit your Account with any excess of your GLB amount over your Account Value or refund your Secured Returns for Life Plus charge, i.e. the “AB Plan Maturity Date”). If you elect to step-up your GLB amount, the term of your benefits under the AB Plan will change. After you make a step-up election, your benefits under the AB Plan will mature 10 years from the Step-Up Date, unless you elect the WB Plan any time before the AB Plan matures. (See Example 4 in this Appendix.) Accrued bonus amounts after step-up under the AB Plan will be equal to the greater of:

• the accrued bonus amount before step-up less the difference between the GLB amount after and before step-up, and

• zero.

Thus, a step-up while the AB Plan is in effect will cause a reduction in the amount of any accrued bonuses.

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Following your step-up election, the rider fee will be changed to an amount equal to the Secured Returns for Life Plus fee charged on newly issued Contracts at that time. This fee may be higher than your current fee as set forth in this Appendix under “Cost of Secured Returns for Life Plus.” If we are no longer issuing new Contracts with the Secured Returns for Life Plus Rider, then the rider fee after the step-up will be set by us, based upon current market conditions at the time of the step-up. Significant changes in stock market prices, interest rate fluctuations, and competitive industry trends are among the market conditions we consider in whether to change the fee.

If you have been receiving benefits under the WB Plan, a step-up will change your Maximum WB Amount and your Maximum WB for Life Amount. Your Step-Up Date must be a date prior to your Maximum Annuity Commencement Date. After the step-up, your Maximum WB Amount will be 5% of the new GLB Base, and your Maximum WB for Life Amount will be 4% or 5% of your new Lifetime Income Base depending upon your age. If you are 65 or older on the Step-Up Date and your Maximum WB for Life Amount has been equal to 4% of your GLB Base, your Maximum WB for Life Amount will be increased to 5% of your GLB Base. Note that, if you step-up in a particular Account Year, any withdrawals previously made in that Account Year are applied against your new Maximum WB Amount and your new Maximum WB for Life Amount. (See Example 8 in this Appendix.)

If your Benefit is under the AB Plan, at the time of step-up, you can still change to the WB Plan at a later date, subject to the applicable age restrictions described in this Appendix under “Guaranteed Minimum Withdrawal Benefit (‘WB’) Plan”. (See Example 16 in this Appendix.)

Subsequent Purchase Payments After a Step-Up

Under the WB Plan, any subsequent Purchase Payment will increase, by the full amount of the payment, the RGLB amount, the GLB Base, the Bonus Base, and the Lifetime Income Base, if applicable. After your fourth Account Anniversary, if you are participating in the WB Plan, subsequent Purchase Payments are not allowed.

Under the AB Plan, after your step-up election, any subsequent Purchase Payment will increase the GLB amount and the Bonus Base under your AB Plan by a specified percentage of the subsequent Purchase Payment. The percentage guaranteed depends upon the “Step-Up Year” in which the Payment was made. (A “Step-Up Year” is the 365-day period (366, if a leap year) commencing on your Step-Up Date.) The example below illustrates how we determine the percentage guaranteed after a subsequent Purchase Payment:

Assume you purchased a Contract on July 1, 2010, and elected to step-up your Contract on October 1, 2015. Under the AB Plan that you have elected, your Benefit matures on October 1, 2025. For any subsequent Purchase Payments you make into this Contract, your GLB amount and your Bonus Base would increase by the following percentages of such Purchase Payments:

Step-Up Year	Payments Made Between	Percentage Added to the GLB amount and the Bonus Base
1	10/02/15 - 10/01/16	100%
2	10/02/16 - 10/01/17	100%
3	10/02/17 - 10/01/18	85%
4	10/02/18 - 10/01/19	85%
5	10/02/19 - 10/01/20	85%
6	10/02/20 - 10/01/21	70%
7	10/02/21 - 10/01/22	70%
8	10/02/22 - 10/01/23	70%
9	10/02/23 - 10/01/24	60%
10	10/02/24 - 10/01/25	60%

Thus, only 70% of a subsequent Purchase Payment made on October 2, 2020 would be guaranteed, whereas 85% of a subsequent Purchase Payment made on October 1, 2020 would be guaranteed. It may be to your disadvantage to make any such Purchase Payments that increase the GLB amount by less than 100% of the payment.

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Refund of Secured Returns for Life Plus Charges Under the AB Plan

If your Contract remains in the AB Plan until the AB Plan Maturity Date, and the Account Value is greater than or equal to the GLB amount, then we will refund the charges you have paid for Secured Returns for Life Plus (“Refund Amount”) by crediting the Refund Amount to your Account Value. The Refund Amount will be allocated to the Designated Fund in which you are invested on such AB Plan Maturity Date. No refund of the Secured Returns for Life Plus charges will be made if you change from the AB Plan to the WB Plan.

Death of Participant Under the AB Plan

If any Participant dies while participating in the AB Plan, all benefits and charges under Secured Returns for Life Plus will automatically terminate when we receive Due Proof of Death, unless the surviving spouse is the sole Beneficiary and elects to continue the Contract. In that case, the surviving spouse has three options under the Contract.

(1) The spouse can automatically continue in the AB Plan even though the Account Value may have been enhanced under the provisions of the death benefit. (See “Spousal Continuance” under “DEATH BENEFIT” in the prospectus to which this Appendix is attached.) The charges under Secured Returns for Life Plus will be assessed against the enhanced Account Value. The GLB amount, however, will not be reset.

(2) The surviving spouse can elect to switch to the WB Plan; however, such election must be made prior to the earliest of annuitization, the Maximum Annuity Commencement Date, and the scheduled AB Plan Maturity Date. The same WB Plan benefits will apply, except the surviving spouse will not be entitled to receive lifetime withdrawal benefits under the original optional living benefit rider.

(3) The surviving spouse can elect to participate in a new Secured Returns for Life Plus rider on the original Contract (assuming that the rider is available to new Participants at the time of election and the surviving spouse meets certain eligibility requirements) and, thus, be eligible to receive lifetime withdrawal benefits. If the surviving spouse makes such election: (a) the rider charge will be equal to the rider charge on newly issued Contracts; (b) the GLB amount and the Bonus Base will be equal to the Account Value after the death benefit has been credited; and (c) the spouse will be enrolled in the AB Plan. If the spouse elects to switch to the WB Plan, the GLB Base and the RGLB amount will be the GLB amount on the date the spouse elected to participate in the WB Plan. The Lifetime Income Base will be the RGLB amount on:

• the date the surviving spouse elected to participate in the WB Plan, if the spouse is age 60 or older on that date, or

• the Account Anniversary after the surviving spouse reaches age 59, if the spouse is 59 or younger on the date of the WB Plan election.

If the Contract is not continued by the surviving spouse following a Participant’s death while participating in the AB Plan, the Beneficiary may elect any available option under the Death Benefit provisions of the Contract.

Death of Participant Under the WB Plan

If any Participant dies while participating in the WB Plan, the Beneficiary may elect to exercise any of the available options under the Death Benefit provisions of the Contract or, alternatively, to receive the Maximum WB Amount on an annual basis until the RGLB amount has been reduced to zero. If the surviving spouse is the sole Beneficiary and elects to continue the Contract, the spouse has two additional options under the Contract:

(1) The surviving spouse can automatically continue to participate in the WB Plan, but lifetime withdrawal benefits will not be available to the spouse. All other benefits under the WB Plan will continue, for the surviving spouse, even though the Account Value may have been enhanced under the provisions of the death benefit. (See “Spousal Continuance” under “DEATH BENEFIT” in the prospectus to which this Appendix is attached) The charges under Secured Returns for Life Plus will be assessed against the enhanced Account Value. The RGLB amount, however, will not be reset.

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(2) The surviving spouse can elect to participate in a new Secured Returns for Life Plus benefit on the original contract (subject to the terms and conditions described above under “Death of Participant Under the AB Plan”) and, thus, be eligible to receive lifetime withdrawal benefits.

Certain Tax Provisions

Certain state and federal income tax provisions may be important to you in connection with a living benefit, such as Secured Returns for Life Plus. When you elect to participate in the WB Plan, we will inform you that you may withdraw annual amounts up to your Yearly RMD Amount without reducing your guaranteed withdrawal benefit. To assist you in complying with the RMD requirements, each year, we will notify you in early January of your calculated Yearly RMD Amount and inform you that you may withdraw annual amounts up to your Yearly RMD Amount without reducing your guaranteed withdrawal benefit.

In the event that your Yearly RMD Amount attributable to your Contract is greater than the maximum withdrawal amount permitted each year under the WB Plan, we are currently waiving withdrawal provisions under Secured Returns for Life Plus as follows. If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in the WB Plan, we reduce your Account Value and your RGLB amount, dollar for dollar, by the amount of the withdrawal. We will not, however, penalize you if the current Federal Tax Laws require you to withdraw from your Contract an amount greater than either your Maximum WB Amount, or your Maximum WB for Life Amount. In other words, we will not reduce your GLB Base, Lifetime Income Base, or Bonus Base, if a Yearly RMD Amount exceeds either your Maximum WB Amount or your Maximum WB for Life Amount, provided that:

• you withdraw your Qualified Contract’s first Yearly RMD Amount in the calendar year you attain age 70 ¹⁄₂ rather than postponing the withdrawal of that Amount until the first quarter of the next calendar year, and

• you do not make any withdrawal from your Qualified Contract that would result in you receiving, in any Account Year, more than one calendar year’s Yearly RMD Amount.

If there is any change to the current Code or IRS rules governing the timing or determination of RMD amounts (including, but not limited to, amendments to the current IRS regulations or the issuance of IRS guidance), then we reserve the right to reduce the GLB Base, Lifetime Income Base, Bonus Base, or all of these amounts, per the terms of the rider regarding Excess Withdrawals, when a Yearly RMD Amount withdrawn from your Contract exceeds either your Maximum WB Amount or your Maximum WB for Life Amount. Notice will be given to Contract Owners before we exercise this right.

If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in the AB Plan, we reduce your Account Value by the amount of the withdrawal and your GLB amount, Bonus Base and any accrued bonus amounts proportionally (see “Withdrawals Under Secured Returns for Life Plus” in this Appendix).

For a further discussion of some of these provisions, please refer to “TAX PROVISIONS - Impact of Optional Death Benefits and Optional Living Benefits” in the prospectus to which this Appendix is attached.

ALL OF THE FOLLOWING EXAMPLES ARE BASED UPON THE ASSUMPTION THAT YOU ELECTED SECURED RETURNS FOR LIFE PLUS ON JANUARY 1, 2007 WITH AN INITIAL PURCHASE PAYMENT OF $100,000. YOUR INITIAL GLB AMOUNT EQUALS YOUR PURCHASE PAYMENT AMOUNT OF $100,000.

EXAMPLE 1: Calculation of Benefits under AB Plan.

• Assume that you are age 65 at issue. Assume that you elect the AB plan. Your GLB amount at issue and your Bonus Base at issue are both equal to $100,000 (your Purchase Payment amount). Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, your accrued bonus amount is $5,000, which equals 5% of the Bonus Base. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

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• Assume that you take no withdrawals in your second Account Year. Therefore, on January 1, 2009, your accrued bonus amount is $10,000, which equals $5,000 (5% of the Bonus Base) plus your previous accrued bonus amount of $5,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that you take no withdrawals in your third Account Year. Therefore, on January 1, 2010, your accrued bonus amount is $15,000, which equals $5,000 (5% of the Bonus Base) plus your previous accrued bonus amount of $10,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that you remain in the AB plan until it “matures” on January 1, 2017. Assume that you have taken no withdrawals since your contract was issued. Your accrued bonus amount is $50,000 ($5,000 per year for ten years). Since your rider has “matured” in the AB plan, the accrued bonus amount becomes $0. Assume that your Account Value on January 1, 2017 is $88,000. Since your Account Value is less than your GLB amount by $12,000, an amount equal to $12,000 will be deposited into your Contract ($100,000 - $88,000).

EXAMPLE 2: Calculation of Benefits under AB Plan with Subsequent Purchase Payments; Refund Applies.

• Assume that you are age 65 at issue. Assume that you elect the AB plan. Your GLB amount at issue and your Bonus Base at issue are both equal to $100,000 (your Purchase Payment amount). Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, your accrued bonus amount is $5,000, which equals 5% of the Bonus Base. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that you take no withdrawals in your second Account Year. Therefore, on January 1, 2009, your accrued bonus amount is $10,000, which equals $5,000 (5% of the Bonus Base) plus your previous accrued bonus amount of $5,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that on May 20, 2009, you make a Purchase Payment of $80,000. Since you are in your third Account Year, your GLB amount is increased by 85% of this Purchase Payment. Therefore, your new GLB amount is $168,000 (old GLB amount of $100,000 plus 85% of $80,000). Your new Bonus Base is also $168,000 (old Bonus Base of $100,000 plus 85% of $80,000). Your accrued bonus amount remains at $10,000.

• Assume that you take no withdrawals in your third Account Year. Therefore, on January 1, 2010, your accrued bonus amount is $18,400, which equals $8,400 (5% of the Bonus Base) plus your previous accrued bonus amount of $10,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $168,000.

• Assume that you remain in the AB Plan until it “matures” on January 1, 2017. Assume that you have taken no withdrawals since your contract was issued. Your accrued bonus amount is $77,200 ($5,000 per year for two years plus $8,400 per year for eight years). Since your rider “matured” in the AB Plan, the accrued bonus amount becomes $0. Assume that your Account Value on January 1, 2017 is $200,000. Assume that the total rider charges you paid were $8,375.

• Because your Account Value is greater than your GLB amount ($200,000 vs. $168,000), your Contract will be credited with an amount equal to the rider charges you have paid ($8,375), increasing your Account Value to $208,375.

EXAMPLE 3: Withdrawals under AB Plan.

• Assume that you are age 65 at issue. Assume that you elect the AB plan. Your GLB amount at issue and your Bonus Base at issue are both equal to $100,000 (your Purchase Payment amount). Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, your accrued bonus amount is $5,000, which equals 5% of the Bonus Base. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

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• Assume that you take no withdrawals in your second Account Year. Therefore, on January 1, 2009, your accrued bonus amount is $10,000, which equals $5,000 (5% of the Bonus Base) plus your previous accrued bonus amount of $5,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that on March 10, 2009 (in your third Account Year), your Account Value is $80,000. Also assume that you take a withdrawal of $10,000 on this date. Therefore, your ending Account Value on March 10, 2009 is $70,000. Your GLB amount, Bonus Base, and accrued bonus amount are reduced proportionally to the amount withdrawn. Therefore, your new GLB amount is $100,000 x ($70,000 ÷ $80,000) = $87,500. Your new Bonus Base is $100,000 x ($70,000 ÷ $80,000) = $87,500. Your new accrued bonus amount is $10,000 x ($70,000 ÷ $80,000) = $8,750.

• Assume that you take no more withdrawals in your third Account Year. Therefore, on January 1, 2010, your GLB amount remains at $87,500, and your Bonus Base also remains at $87,500. Since you made a withdrawal in your third Account Year, you do not accrue a bonus amount in that Account Year. Therefore, your accrued bonus amount remains at $8,750.

• Assume that you take no withdrawals in your fourth Account Year. Therefore, on January 1, 2011, your accrued bonus amount is $13,125, which equals $4,375 (5% of the Bonus Base) plus your previous accrued bonus amount of $8,750. Since no withdrawals were been taken, your GLB amount and your Bonus Base both remain at $87,500.

• Assume that you remain in the AB plan until it “matures” on January 1, 2017. Assume that you take no more withdrawals from your contract. Your accrued bonus amount is $39,375 ($8,750 total for the first two years plus $4,375 per year for seven years). Since your rider has “matured” in the AB plan, the accrued bonus amount becomes $0. Assume that your Account Value on January 1, 2017 is $80,000. Since your Account Value is less than your GLB amount by $7,500, an amount equal to $7,500 will be deposited into your Contract ($87,500 - $80,000).

EXAMPLE 4: Step-up elected under AB Plan.

• Assume that you are age 65 at issue. Assume that you elect the AB plan. Your GLB amount at issue and your Bonus Base at issue are both equal to $100,000 (your Purchase Payment amount). Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, your accrued bonus amount is $5,000, which equals 5% of the Bonus Base. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that you take no withdrawals in your second Account Year. Therefore, on January 1, 2009, your accrued bonus amount is $10,000, which equals $5,000 (5% of the Bonus Base) plus your previous accrued bonus amount of $5,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that you take no withdrawals in your third Account Year. Therefore, on January 1, 2010, your accrued bonus amount is $15,000, which equals $5,000 (5% of the Bonus Base) plus your previous accrued bonus amount of $10,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that on January 1, 2010 your Account Value is $118,000. Since you have passed your first Account Anniversary and have not stepped-up within the past year, and since your Account Value is greater than your GLB amount, you may elect to step up to a new ten year period, with a new GLB amount of $118,000. Assume that you do elect to step up. Your GLB amount is now equal to $118,000. Also, your Bonus Base is now equal to $118,000. Your AB plan “maturity date” is now January 1, 2020. Since your new GLB amount of $118,000 is greater than the sum of your old GLB amount of $100,000 plus your old accrued bonus amount of $15,000, your new accrued bonus amount is set equal to $0.

• Assume that you take no withdrawals in your fourth Account Year. Therefore, on January 1, 2011, your accrued bonus amount is $5,900, which equals $5,900 (5% of the Bonus Base) plus your previous accrued bonus amount of $0. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $118,000.

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• Assume that you remain in the AB plan until it “matures” on January 1, 2020. Assume that you have taken no withdrawals since your contract was issued. Your accrued bonus amount is $41,300 ($5,900 per year for seven years). Since your rider has “matured” in the AB plan, the accrued bonus amount becomes $0. Assume that your Account Value on January 1, 2020 is $112,000. Since your Account Value is less than your GLB amount by $6,000, an amount equal to $6,000 will be deposited into your Contract ($118,000 - $112,000).

EXAMPLE 5: Calculation of Benefits under WB Plan; Early Withdrawals.

• Assume you are age 56 at issue. Also assume that you elect the WB plan on January 1, 2007, and that you choose to systematically withdraw the Maximum WB Amount annually.

• On January 1, 2007:

• Your GLB Base is $100,000 [the value of your RGLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is zero because you have not passed your first Account Anniversary after your 59th birthday.

• Your Maximum WB for Life Amount is zero [4% of your Lifetime Income Base].

• Your Bonus Base is $100,000 [the amount of your initial Purchase Payment]. Since you are taking withdrawals each Account Year, you do not receive any bonus credits.

• On December 31, 2007, after your first systematic withdrawal of $5,000, your Maximum WB Amount:

• Your Account Value is reduced by the amount of the withdrawal [$5,000].

• Your RGLB amount, reduced by the amount of the withdrawal, is $95,000 [$100,000-$5,000].

• Your GLB Base is still $100,000 because you did not withdraw more than your Maximum WB Amount.

• Your Lifetime Income Base is zero because you have not passed your first Account Anniversary after your 59th birthday.

• Your Bonus Base is still $100,000 because you did not withdraw more than your Maximum WB Amount.

• Assume you take only systematic withdrawals of $5,000 for a total of 3 years. Assume you make no subsequent Purchase Payments. On December 1, 2009, you celebrate your 59th birthday. On January 1, 2010:

• Your Account Value has been reduced by the amount of the total withdrawals [$15,000].

• Your RGLB amount, reduced by the amount of the total withdrawal, is $85,000 [$100,000-($5,000 x 3)].

• Your GLB Base is still $100,000 because you did not withdraw more than your Maximum WB Amount in any Account Year.

• Your Lifetime Income Base is set at $85,000 [an amount equal to the RGLB amount on your first Account Anniversary after your 59th birthday].

• Your Maximum WB for Life Amount is $3,400 [4% of your Lifetime Income Base because you are less than 65 years old].

• Your Bonus Base is still $100,000 because you did not withdraw more than your Maximum WB Amount.

• Assume you elect to take only annual systematic withdraws of no more than your Maximum WB for Life Amount [$3,400] for an additional 20 years. Assume you make no subsequent Purchase Payments, and that your Account Value reduces to zero. On December 31, 2029:

• Your Account Value equals zero.

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• Your RGLB amount, reduced by the amount of the total withdrawals, is $17,000 [85,000 – ($3,400 x 20)]

• Your GLB Base is still $100,000 because you did not withdraw more than the Maximum WB Amount in any Account Year.

• Your Lifetime Income Base is still $85,000 because you did not withdraw more than the Maximum WB for Life Amount in any Account Year.

• Your Bonus Base is $0 because bonus credits may only be given in the first ten Account Years.

Even though your rights under the annuity Contract terminated when the Account Value became zero, we will continue to make payments to you. At this point, however, you must choose between:

(1) withdrawing the Maximum WB for Life Amount each year until you die or

(2) withdrawing your Maximum WB Amount each year until your RGLB amount is reduced to zero.

• Assume you elect to take annual payments of your Maximum WB for Life Amount. Therefore you will continue to receive $3,400 per year as long as you are alive. If you die before your RGLB amount is reduced to $0, your beneficiary will receive $5,000 per year (your Maximum WB Amount) until your RGLB amount is reduced to zero.

EXAMPLE 6: Calculation of Benefits under WB Plan with Subsequent Purchase Payments; Lifetime Withdrawals.

• Assume you are age 60 at issue. Also assume that you elect the WB plan on January 1, 2007, and that you choose to systematically withdraw the Maximum WB for Life Amount annually.

• On January 1, 2007:

• Your GLB Base is $100,000 [the value of your RGLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is $100,000 [the value of your RGLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB for Life Amount is $4,000 [4% of your Lifetime Income Base because you are age 60].

• Your Bonus Base is $100,000 [the amount of your initial Purchase Payment]. Since you are taking withdrawals each Account Year, you do not receive any bonus credits.

• On December 31, 2007, after your first systematic withdrawal of $4,000:

• Your Account Value is reduced by the amount of the withdrawal [$4,000].

• Your RGLB amount, reduced by the amount of the withdrawal, is $96,000 [$100,000-$4,000].

• Your GLB Base is still $100,000 because you did not withdraw more than your Maximum WB Amount.

• Your Lifetime Income Base is $100,000 because you did not withdraw more than your Maximum WB for Life Amount.

• Your Bonus Base is still $100,000 because you did not withdraw more than your Maximum WB Amount.

• Assume you take only annual systematic withdrawals of $4,000 for a total of 4 years. Assume you make a subsequent Purchase Payment of $50,000, in your 4th Account Year. Assume also that, immediately before the subsequent Purchase Payment, your Account Value was $80,000. On December 31, 2010:

• Your RGLB amount, reduced by the amount of the total withdrawals and increased by the subsequent Purchase Payment, is $134,000 [$100,000 - ($4,000 x 4) + $50,000].

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• Your GLB Base, increased by the subsequent Purchase Payment, is $150,000.

• Your Maximum WB Amount is $7,500 [5% of your new GLB Base]

• Your Lifetime Income Base, increased by the subsequent Purchase Payment, is $150,000.

• Your Maximum WB for Life Amount is $6,000 [4% of your new Lifetime Income Base]

• Your Bonus Base, increased by the subsequent Purchase Payment, is $150,000.

You may increase your annual systematic withdrawals to $6,000 without any effect on your future lifetime benefits.

• Assume you elect to take only annual systematic withdraws of no more than your Maximum WB for Life Amount [$6,000] for an additional 20 years. Assume you make no subsequent Purchase Payments, and that your Account Value reduces to zero. On December 31, 2030:

• Your Account Value equals zero.

• Your RGLB amount, reduced by the amount of the total withdrawals is $14,000 [$134,000 – ($6,000 x 20)].

• Your GLB Base is still $150,000 because you did not withdraw more than your Maximum WB Amount.

• Your Lifetime Income Base is $150,000 because you did not withdraw more than your Maximum WB for Life Amount in any Account Year.

• Your Bonus Base is $0 because bonus credits may only be given in the first ten Account Years.

Even though your rights under the annuity Contract terminated when the Account Value became zero, we will continue to make payments to you. At this point, however, you must choose between:

(1) withdrawing the Maximum WB for Life Amount each year until you die or

(2) withdrawing your Maximum WB Amount each year until your RGLB amount is reduced to zero.

• Assume you elect to take annual payments of your Maximum WB for Life Amount of $6,000. Therefore, you will continue to receive $6,000 per year as long as you are alive. If you die before your RGLB amount is reduced to $0, your beneficiary will receive $7,500 per year (your Maximum WB Amount) until your RGLB amount is reduced to zero.

EXAMPLE 7: Withdrawals under WB Plan Exceeding Maximum WB Amount.

• Assume you are age 63 at issue. Also assume that you elect the WB plan on January 1, 2007. Assume that your Designated Fund had poor investment performance, losing 2% a year over the course of the Contract. On January 1, 2007:

• Your GLB Base is $100,000 [the value of your RGLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is $100,000 [the value of your RGLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB for Life Amount is $4,000 [4% of your Lifetime Income Base because you are age 63].

• Your Bonus Base is $100,000 [the amount of your initial Purchase Payment]. Since you are taking withdrawals each Account Year, you do not receive any bonus credits.

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• On December 31, 2007, after you take a withdrawal of $6,000, your Account Value is $92,000:

• Your RGLB amount is reduced to $92,000 [the lesser of (1) your current RGLB amount minus the withdrawal [$100,000-$6,000] and (2) your new Account Value [$92,000]].

• Your GLB Base is reduced to $92,000 [the lesser of (1) your current GLB Base minus the excess withdrawal [$100,000 - ($6,000 - $5,000)] and (2) your new Account Value [$92,000]].

• Your Maximum WB Amount is now $4,600 [5% of your GLB Base].

• Your Lifetime Income Base is reduced to $92,000 [the lesser of (1) your current Lifetime Income Base minus the excess withdrawal [$100,000 - ($6,000 - $4,000)] and (2) your new Account Value [$92,000]].

• Your Maximum WB for Life Amount is $3,680 [4% of your new Lifetime Income Base].

• Your Bonus Base is reduced to $92,000 [the lesser of (1) your current Bonus Base minus the excess withdrawal [$100,000 - ($6,000 - $5,000)] and (2) your new Account Value [$92,000]].

• Assume you make no subsequent Purchase Payments, but you take annual systematic withdrawals of $6,000 for a total of 13 years. Due to the of poor investment performance of your Designated Fund, your Account Value is now $7,609. Because you have taken withdrawals in excess of your Maximum WB Amount, your RGLB amount is also now $7,609. Because you have taken withdrawals in excess of your Maximum WB Amount, your GLB Base is also now $7,609. Your Maximum WB Amount is 5% of $7,609, or $380. Because you have taken withdrawals in excess of your Maximum WB for Life Amount, your Lifetime Income Base is also now $7,609. Your Maximum WB for Life Amount is 4% of $7,609, or $304. Your Bonus Base is $0 because bonus credits may only be given in the first ten Account Years.

• Assume your fund earns -2% in Account Year 14, and that you take another $6,000 withdrawal. On December 31, 2020:

• Your Account Value is $1,457.

• Your RGLB amount is $1,457 [the lesser of (1) your current RGLB amount minus the withdrawal amount ($7,609 - $6,000) and (2) your new Account Value ($1,457)].

• Your GLB Base is $1,457 [the lesser of (1) your current GLB Base minus the excess withdrawal [$7,609 – ($6,000 - $380)] and (2) your new Account Value [$1,457]].

• Your Maximum WB Amount equals $73 [5% of your new GLB Base].

• Your Lifetime Income Base is $1,457 [the lesser of (1) your current Lifetime Income Base minus the excess withdrawal [$7,609 - ($6,000 - $304)] and (2) your new Account Value [$1,457]].

• Your Maximum WB for Life Amount equals $58 [4% of your new Lifetime Income Base].

Because your GLB Base is greater than zero, you may take annual withdrawals up to the Maximum WB Amount until your RGLB amount becomes zero. Because your Lifetime Income Base is greater than zero, you may take annual withdrawals up to the Maximum WB for Life Amount until you die or annuitize. Any withdrawal you take that is greater than your Maximum WB Amount will reduce your GLB Base (and hence, give you a new, reduced Maximum WB Amount). Any withdrawal you take that is greater than your Maximum WB for Life Amount will reduce your Lifetime Income Base (and hence, give you a new, reduced Maximum WB for Life Amount).

If your Account Value is reduced to zero by a withdrawal that does not exceed your Maximum WB for Life Amount, you must choose between:

(1) withdrawing the Maximum WB for Life Amount each year until you die or

(2) withdrawing your Maximum WB Amount each year until your RGLB amount is reduced to zero.

If your Account Value is reduced to zero by a withdrawal that exceeds your Maximum WB for Life Amount but does not exceed your Maximum WB Amount, your Lifetime Income Base will become zero, but we will continue to pay your then current Maximum WB Amount each year until your RGLB is reduced to zero.

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If your Account Value is reduced to zero by a withdrawal that exceeds both your Maximum WB for Life Amount and your Maximum WB Amount, your Lifetime Income Base, your RGLB amount, and your GLB Base will all be reduced to zero, your Maximum WB for Life Amount and your Maximum WB Amount will both become zero, and no more benefits will be paid.

EXAMPLE 8: Step-up elected under WB Plan.

• Assume you are age 65 at issue. Also assume that you elect the WB plan on January 1, 2007, and that you choose to systematically withdraw the Maximum WB Amount annually. Assume that your Designated Fund had good investment performance, gaining 6% a year over the course of the Contract. On January 1, 2007:

• Your GLB Base is $100,000 [the value of your RGLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is $100,000 [the value of your RGLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB for Life Amount is $5,000 [5% of your Lifetime Income Base because you are age 65].

• Your Bonus Base is $100,000 [the amount of your initial Purchase Payment]. Since you are taking withdrawals each Account Year, you do not receive any bonus credits.

• On December 31, 2007, after you take your first systematic withdrawal of $5,000, your Account Value is $101,000:

• Your RGLB amount, reduced by the amount of the withdrawal, is $95,000 [$100,000-$5,000].

• Your GLB Base is still $100,000 because you withdrew no more than your Maximum WB Amount.

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is $100,000 because you withdrew no more than your Maximum WB for Life Amount.

• Your Maximum WB for Life Amount is $5,000 [5% of your Lifetime Income Base].

• Your Bonus Base is still $100,000 because you did not withdraw more than your Maximum WB Amount.

• Assume you make no subsequent Purchase Payments, but you take systematic withdrawals of $5,000 for a total of 3 years. On December 31, 2009:

• Your Account Value is $103,184.

• Your RGLB amount is $85,000 [$100,000 - ($5,000 x 3)].

• Your GLB Base is still $100,000 because you withdrew no more than your Maximum WB Amount.

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is still $100,000 because you withdrew no more than your Maximum WB for Life Amount.

• Your Maximum WB for Life Amount is $5,000 [5% of your Lifetime Income Base].

• Your Bonus Base is still $100,000 because you withdrew no more than your Maximum WB Amount.

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Because your Account Value is greater than your RGLB amount, your GLB Base, and your Lifetime Income Base, you may step-up your RGLB amount, your GLB Base, your Bonus Base, and your Lifetime Income Base each to an amount equal to your current Account Value. Assume you elect to step-up. On January 1, 2010*:

• Your Account Value is $103,184.

• Your RGLB amount is $103,184.

• Your GLB Base is $103,184.

• Your Maximum WB Amount is $5,159 [5% of your new GLB Base].

• Your Lifetime Income Base is $103,184.

• Your Maximum WB for Life Amount is $5,159 [5% of your new Lifetime Income Base].

• Your Bonus Base is $103,184.

* Note: Assume instead that you elected to step-up sometime in 2010 after your withdrawal of $5,000 was taken and that your Account Value at the time of the step-up was $103,184. Your new Maximum WB Amount and new Maximum WB for Life amount of $5,159 would apply so that you could withdraw an additional $159 during the remainder of 2010 without exceeding your maximum amounts.

EXAMPLE 9: WB election at issue; withdrawals not taken immediately.

• Assume that you are age 65 at issue. Also assume that you elect the WB plan at issue. Your RGLB amount, your GLB Base, your Lifetime Income Base (LIB), and your Bonus Base all equal $100,000. Your Maximum WB Amount equals 5% of your GLB Base, or $5,000. Your Maximum WB for Life Amount equals 5% of your Lifetime Income Base, or $5,000.

• Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, the RGLB amount will be increased by $5,000, which equals 5% of the Bonus Base. Your new RGLB amount is now $105,000. Your GLB Base will now become the greater of:

(i) your old GLB Base of $100,000, and

(ii) your new RGLB amount of $105,000.

Therefore, your GLB Base is now $105,000, and your new Maximum WB Amount is 5% of $105,000, or $5,250. Your LIB will now become the greater of:

(i) your old LIB of $100,000, and

(ii) the lesser of:

(a) your new RGLB amount of $105,000, and

(b) your old LIB of $100,000 plus the bonus amount of $5,000.

Therefore, your LIB is now $105,000, and your new Maximum WB for Life Amount is 5% of $105,000, or $5,250. Your Bonus Base remains at $100,000.

• Assume that you take no withdrawals in your second Account Year. Therefore, on January 1, 2009, the RGLB amount will be increased by $5,000, which equals 5% of the Bonus Base. Your new RGLB amount is now $110,000. Your GLB Base will now become the greater of:

(i) your old GLB Base of $105,000, and

(ii) your new RGLB amount of $110,000.

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Therefore, your GLB Base is now $110,000, and your new Maximum WB Amount is 5% of $110,000, or $5,500. Your LIB will now become the greater of:

(i) your old LIB of $105,000, and

(ii) the lesser of:

(a) your new RGLB amount of $110,000, and

(b) your old LIB of $105,000 plus the bonus amount of $5,000.

Therefore, your LIB is now $110,000, and your new Maximum WB for Life Amount is 5% of $110,000, or $5,500. Your Bonus Base remains at $100,000.

• Assume that you take a withdrawal equal to your Maximum WB for Life Amount of $5,500 in your third Account Year. Your RGLB amount will be reduced by the amount of the withdrawal, so that it will equal $110,000 - $5,500, or $104,500. Your GLB Base will remain at $110,000, so your Maximum WB Amount will remain at 5% of $110,000, or $5,500. Your LIB will also remain at $110,000, so your Maximum WB for Life Amount will remain at 5% of $110,000, or $5,500.

• Assume that you remain alive and that you continue to make withdrawals of $5,500 until the RGLB amount runs out in year 2028. Because the RGLB amount is now $0, the GLB Base also becomes $0. Your LIB is still $110,000. Therefore, you can continue to receive $5,500 per year as long as you are alive. Also, if there is a remaining Account Value, the Contract continues.

EXAMPLE 10: WB election at issue; subsequent Purchase Payments made; withdrawals not taken immediately.

• Assume that you are age 65 at issue. Also assume that you elect the WB plan at issue. Your RGLB amount, your GLB Base, your Lifetime Income Base (LIB), and your Bonus Base all equal $100,000. Your Maximum WB Amount equals 5% of your GLB Base, or $5,000. Your Maximum WB for Life Amount equals 5% of your Lifetime Income Base, or $5,000.

• Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, the RGLB amount will be increased by $5,000, which equals 5% of the Bonus Base. Your new RGLB amount is now $105,000. Your GLB Base will now become the greater of:

(i) your old GLB Base of $100,000, and

(ii) your new RGLB amount of $105,000.

Therefore, your GLB Base is now $105,000, and your new Maximum WB Amount is 5% of $105,000, or $5,250. Your LIB will now become the greater of:

(i) your old LIB of $100,000, and

(ii) the lesser of:

(a) your new RGLB amount of $105,000, and

(b) your old LIB of $100,000 plus the bonus amount of $5,000.

Therefore, your LIB is now $105,000, and your new Maximum WB for Life Amount is 5% of $105,000, or $5,250. Your Bonus Base remains at $100,000.

• Assume that you make a Purchase Payment of $60,000 in your second Account Year. Your RGLB amount, GLB Base, LIB, and Bonus Base are all increased by the amount of the Purchase Payment. Therefore, your RGLB amount, GLB Base, and LIB are all now equal to $105,000 plus $60,000 = $165,000. Your Bonus Base is now equal to $100,000 plus $60,000 = $160,000.

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• Assume that you take no withdrawals in your second Account Year. Therefore, on January 1, 2009, the RGLB amount will be increased by $8,000, which equals 5% of the Bonus Base. Your new RGLB amount is now $173,000. Your GLB Base will now become the greater of:

(i) your old GLB Base of $165,000, and

(ii) your new RGLB amount of $173,000.

Therefore, your GLB Base is now $173,000, and your new Maximum WB Amount is 5% of $173,000, or $8,650. Your LIB will now become the greater of:

(i) your old LIB of $165,000, and

(ii) the lesser of:

(a) your new RGLB amount of $173,000, and

(b) your old LIB of $165,000 plus the bonus amount of $8,000.

Therefore, your LIB is now $173,000, and your new Maximum WB for Life Amount is 5% of $173,000, or $8,650. Your Bonus Base remains at $160,000.

• Assume that you take a withdrawal equal to your Maximum WB for Life Amount of $8,650 in your third Account Year. Your RGLB amount will be reduced by the amount of the withdrawal, so that it will equal $173,000 - $8,650, or $164,350. Your GLB Base will remain at $173,000, so your Maximum WB Amount will remain at 5% of $173,000, or $8,650. Your LIB will also remain at $173,000, so your Maximum WB for Life Amount will remain at 5% of $173,000, or $8,650. Your Bonus Base will remain at $160,000.

• Assume that you remain alive and that you continue to make withdrawals of $8,650 until the RGLB amount runs out in year 2028. Because the RGLB amount is now $0, the GLB Base also becomes $0. Your Bonus Base is $0 because bonus credits may only be given in the first ten Account Years. Your LIB is still $173,000. Therefore, you can continue to receive $8,650 per year as long as you are alive. Also, if there is a remaining Account Value, the Contract continues.

EXAMPLE 11: WB election at issue; withdrawals taken.

• Assume that you are age 65 at issue. Also assume that you elect the WB plan at issue. Your RGLB amount, your GLB Base, your Lifetime Income Base (LIB), and your Bonus Base all equal $100,000. Your Maximum WB Amount equals 5% of your GLB Base, or $5,000. Your Maximum WB for Life Amount equals 5% of your Lifetime Income Base, or $5,000.

• Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, the RGLB amount will be increased by $5,000, which equals 5% of the Bonus Base. Your new RGLB amount is now $105,000. Your GLB Base will now become the greater of:

(i) your old GLB Base of $100,000, and

(ii) your new RGLB amount of $105,000

Therefore, your GLB Base is now $105,000, and your new Maximum WB Amount is 5% of $105,000, or $5,250. Your LIB will now become the greater of:

(i) your old LIB of $100,000, and

(ii) the lesser of:

(a) your new RGLB amount of $105,000, and

(b) your old LIB of $100,000 plus the bonus amount of $5,000.

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Therefore, your LIB is now $105,000, and your new Maximum WB for Life Amount is 5% of $105,000, or $5,250. Your Bonus Base remains at $100,000.

• Assume that you take a withdrawal equal to your Maximum WB for Life Amount of $5,250 in your second Account Year. Your RGLB amount will be reduced by the amount of the withdrawal, so that it will equal $105,000 - $5,250, or $99,750. Your GLB Base will remain at $105,000, so your Maximum WB Amount will remain at 5% of $105,000, or $5,250. Your LIB will also remain at $105,000, so your Maximum WB for Life Amount will remain at 5% of $105,000, or $5,250. Since your withdrawal did not exceed your Maximum WB Amount, your Bonus Base will remain at $100,000.

• Assume that you take no withdrawals in your third Account Year. Therefore, on January 1, 2010, the RGLB amount will be increased by $5,000, which equals 5% of the Bonus Base. Your new RGLB amount is now $104,750. Your GLB Base will now become the greater of:

(i) your old GLB Base of $105,000, and

(ii) your new RGLB amount of $104,750.

Therefore, your GLB Base remains at $105,000, and your Maximum WB Amount remains at 5% of $105,000, or $5,250. Your LIB will now become the greater of:

(i) your old LIB of $105,000, and

(ii) the lesser of:

(a) your new RGLB amount of $104,750, and

(b) your old LIB of $105,000 plus the bonus amount of $5,000.

Therefore, your LIB remains at $105,000, and your Maximum WB for Life Amount remains at 5% of $105,000, or $5,250. Your Bonus Base remains at $100,000.

• Assume that you take no withdrawals in your fourth Account Year. Therefore, on January 1, 2011, the RGLB amount will be increased by $5,000, which equals 5% of the Bonus Base. Your new RGLB amount is now $109,750. Your GLB Base will now become the greater of:

(i) your old GLB Base of $105,000, and

(ii) your new RGLB amount of $109,750.

Therefore, your GLB Base is now $109,750, and your new Maximum WB Amount is 5% of $109,750, or $5,487. Your LIB will now become the greater of:

(i) your old LIB of $105,000, and

(ii) the lesser of:

(a) your new RGLB amount of $109,750, and

(b) your old LIB of $105,000 plus the bonus amount of $5,000.

Therefore, your LIB is now $109,750, and your new Maximum WB for Life Amount is 5% of $109,750, or $5,487. Your Bonus Base remains at $100,000.

• Assume that you take a withdrawal equal to your Maximum WB for Life Amount of $5,487 in 2011. Also assume that you remain alive and continue to take annual withdrawals of $5,487 until the RGLB amount runs out in year 2030. Because the RGLB amount is now $0, the GLB Base also becomes $0. Your Bonus Base is $0 because bonus credits may only be given in the first ten Account Years. Your LIB is still $109,750. Therefore, you can continue to receive $5,487 per year as long as you are alive. Also, if there is a remaining Account Value, the Contract continues.

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EXAMPLE 12: WB election at issue; Excess Withdrawal taken.

• Assume that you are age 65 at issue. Also assume that you elect the WB plan at issue. Your RGLB amount, your GLB Base, your Lifetime Income Base (LIB), and your Bonus Base all equal $100,000. Your Maximum WB Amount equals 5% of your GLB Base, or $5,000. Your Maximum WB for Life Amount equals 5% of your Lifetime Income Base, or $5,000.

• Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, the RGLB amount will be increased by $5,000, which equals 5% of the Bonus Base. Your new RGLB amount is now $105,000. Your GLB Base will now become the greater of:

(i) your old GLB Base of $100,000, and

(ii) your new RGLB amount of $105,000.

Therefore, your GLB Base is now $105,000, and your new Maximum WB Amount is 5% of $105,000, or $5,250. Your LIB will now become the greater of:

(i) your old LIB of $100,000, and

(ii) the lesser of:

(a) your new RGLB amount of $105,000, and

(b) your old LIB of $100,000 plus the bonus amount of $5,000.

Therefore, your LIB is now $105,000, and your new Maximum WB for Life Amount is 5% of $105,000, or $5,250. Your Bonus Base remains at $100,000.

• Assume that you take a withdrawal of $6,000 in your second Account Year. This withdrawal exceeds both your Maximum WB Amount and your Maximum WB for Life Amount of $5,250. Assume that your Account Value equals $90,000 after you make this withdrawal. Your RGLB amount will be reduced to the lesser of:

(i) your old RGLB amount of $105,000 minus the $6,000 withdrawal, and

(ii) your Account Value of $90,000.

Therefore, your new RGLB amount is $90,000.

Your GLB Base will be reduced to the lesser of:

(i) your old GLB Base of $105,000 minus the $750 excess withdrawal, and

(ii) your Account Value of $90,000.

Therefore, your new GLB Base is $90,000. Your new Maximum WB Amount is 5% of $90,000, or $4,500. Your Bonus Base will be reduced to the lesser of:

(i) your old Bonus Base of $100,000 minus the $750 excess withdrawal, and

(ii) your Account Value of $90,000.

Therefore, your new Bonus Base is $90,000.

Your LIB will be reduced to the lesser of:

(i) your old LIB of $105,000 minus the $750 excess withdrawal, and

(ii) your Account Value of $90,000.

Therefore, your new LIB is $90,000. Your new Maximum WB for Life Amount is 5% of $90,000, or $4,500.

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• Assume that you take no withdrawals in your third Account Year. Therefore, on January 1, 2010, the RGLB amount will be increased by $4,500, which equals 5% of the Bonus Base. Your new RGLB amount is now $94,500. Your GLB Base will now become the greater of:

(i) your old GLB Base of $90,000, and

(ii) your new RGLB amount of $94,500.

Therefore, your GLB Base is now $94,500, and your new Maximum WB Amount is 5% of $94,500, or $4,725.

Your LIB will now become the greater of:

(i) your old LIB of $90,000, and

(ii) the lesser of:

(a) your new RGLB amount of $94,500, and

(b) your old LIB of $90,000 plus the bonus amount of $4,500.

Therefore, your LIB is now $94,500, and your new Maximum WB for Life Amount is 5% of $94,500, or $4,725. Your Bonus Base remains at $90,000.

• Assume that you take no withdrawals in your fourth Account Year. Therefore, on January 1, 2011, the RGLB amount will be increased by $4,500, which equals 5% of the Bonus Base. Your new RGLB amount is now $99,000. Your GLB Base will now become the greater of:

(i) your old GLB Base of $94,500, and

(ii) your new RGLB amount of $99,000.

Therefore, your GLB Base is now $99,000, and your new Maximum WB Amount is 5% of $99,000, or $4,950.

Your LIB will now become the greater of:

(i) your old LIB of $94,500, and

(ii) the lesser of:

(a) your new RGLB amount of $99,000, and

(b) your old LIB of $94,500 plus the bonus amount of $4,500.

Therefore, your LIB is now $99,000, and your new Maximum WB for Life Amount is 5% of $99,000, or $4,950. Your Bonus Base remains at $90,000.

• Assume that you take a withdrawal equal to your Maximum WB for Life Amount of $4,950 in 2011. Also assume that you remain alive and continue to take annual withdrawals of $4,950 until the RGLB amount runs out in year 2030. Because the RGLB amount is now $0, the GLB Base also becomes $0. Your Bonus Base is $0 because bonus credits may only be given in the first ten Account Years. Your LIB is still $99,000. Therefore, you can continue to receive $4,950 per year as long as you are alive. Also, if there is a remaining Account Value, the Contract continues.

EXAMPLE 13: WB election at issue; withdrawals not taken immediately; Step-up elected.

• Assume that you are age 65 at issue. Also assume that you elect the WB plan at issue. Your RGLB amount, your GLB Base, your Lifetime Income Base (LIB), and your Bonus Base all equal $100,000. Your Maximum WB Amount equals 5% of your GLB Base, or $5,000. Your Maximum WB for Life Amount equals 5% of your Lifetime Income Base, or $5,000.

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• Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, the RGLB amount will be increased by $5,000, which equals 5% of the Bonus Base. Your new RGLB amount is now $105,000. Your GLB Base will now become the greater of:

(i) your old GLB Base of $100,000, and

(ii) your new RGLB amount of $105,000.

Therefore, your GLB Base is now $105,000, and your new Maximum WB Amount is 5% of $105,000, or $5,250.

Your LIB will now become the greater of:

(i) your old LIB of $100,000, and

(ii) the lesser of:

(a) your new RGLB amount of $105,000, and

(b) your old LIB of $100,000 plus the bonus amount of $5,000.

Therefore, your LIB is now $105,000, and your new Maximum WB for Life Amount is 5% of $105,000, or $5,250. Your Bonus Base remains at $100,000.

• Assume that you take no withdrawals in your second Account Year. Therefore, on January 1, 2009, the RGLB amount will be increased by $5,000, which equals 5% of the Bonus Base. Your new RGLB amount is now $110,000. Your GLB Base will now become the greater of:

(i) your old GLB Base of $105,000, and

(ii) your new RGLB amount of $110,000.

Therefore, your GLB Base is now $110,000, and your new Maximum WB Amount is 5% of $110,000, or $5,500.

Your LIB will now become the greater of:

(i) your old LIB of $105,000, and

(ii) the lesser of:

(a) your new RGLB amount of $110,000, and

(b) your old LIB of $105,000 plus the bonus amount of $5,000.

Therefore, your LIB is now $110,000, and your new Maximum WB for Life Amount is 5% of $110,000, or $5,500. Your Bonus Base remains at $100,000.

• Assume that you take no withdrawals in your third Account Year. Therefore, on January 1, 2010, the RGLB amount will be increased by $5,000, which equals 5% of the Bonus Base. Your new RGLB amount is now $115,000. Your GLB Base will now become the greater of:

(i) your old GLB Base of $110,000, and

(ii) your new RGLB amount of $115,000.

Therefore, your GLB Base is now $115,000, and your new Maximum WB Amount is 5% of $115,000, or $5,750.

Your LIB will now become the greater of:

(i) your old LIB of $115,000, and

(ii) the lesser of:

(a) your new RGLB amount of $115,000, and

(b) your old LIB of $110,000 plus the bonus amount of $5,000.

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Therefore, your LIB is now $115,000, and your new Maximum WB for Life Amount is 5% of $115,000, or $5,750. Your Bonus Base remains at $100,000.

• Assume that on January 2, 2010 your Account Value is $118,000. Since you have passed your first Account Anniversary and have not stepped-up within the past year, and since your Account Value is greater than both the GLB Base and the LIB, you may step up your WB plan guarantees. Assume that you do elect to step up. Your RGLB amount, your GLB Base, your LIB and your Bonus Base are all now equal to $118,000. Your new Maximum WB Amount is 5% of $118,000, or $5,900. Your new Maximum WB for Life Amount is 5% of $118,000, or $5,900.

• Assume that you take no withdrawals in your fourth Account Year. Therefore, on January 1, 2011, the RGLB amount will be increased by $5,900, which equals 5% of the Bonus Base. Your new RGLB amount is now $123,900. Your GLB Base will now become the greater of:

(i) your old GLB Base of $118,000, and

(ii) your new RGLB amount of $123,900.

Therefore, your GLB Base is now $123,900, and your new Maximum WB Amount is 5% of $123,900, or $6,195.

Your LIB will now become the greater of:

(i) your old LIB of $118,000, and

(ii) the lesser of:

(a) your new RGLB amount of $123,900, and

(b) your old LIB of $118,000 plus the bonus amount of $5,900.

Therefore, your LIB is now $123,900, and your new Maximum WB for Life Amount is 5% of $123,900, or $6,195. Your Bonus Base remains at $118,000.

• Assume that you take a withdrawal equal to your Maximum WB for Life Amount of $6,195 in your fifth Account Year. Your RGLB amount will be reduced by the amount of the withdrawal, so that it will equal $123,900 - $6,195, or $117,705. Your GLB Base will remain at $123,900, so your Maximum WB Amount will remain at 5% of $123,900, or $6,195. Your LIB will also remain at $123,900, so your Maximum WB for Life Amount will remain at 5% of $123,900, or $6,195. Your Bonus Base remains at $118,000.

• Assume that you remain alive and that you continue to make withdrawals of $6,195 until the RGLB amount runs out in year 2030. Because the RGLB amount is now $0, the GLB Base also becomes $0. Your Bonus Base is $0 because bonus credits may only be given in the first ten Account Years. Your LIB is still $123,900. Therefore, you can continue to receive $6,195 per year as long as you are alive. Also, if there is a remaining Account Value, the Contract continues.

EXAMPLE 14: Switch from AB to WB; No withdrawals under the AB Plan.

• Assume that you are age 65 at issue. Assume that you elect the AB plan. Your GLB amount at issue and your Bonus Base at issue are both equal to $100,000 (your Purchase Payment amount). Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, your accrued bonus amount is $5,000, which equals 5% of the Bonus Base. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that you take no withdrawals in your second Account Year. Therefore, on January 1, 2009, your accrued bonus amount is $10,000, which equals $5,000 (5% of the Bonus Base) plus your previous accrued bonus amount of $5,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

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• Assume that you take no withdrawals in your third Account Year. Therefore, on January 1, 2010, your accrued bonus amount is $15,000, which equals $5,000 (5% of the Bonus Base) plus your previous accrued bonus amount of $10,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that while you are in your fourth Account Year, you switch to the WB plan. Assume that you have not taken any withdrawals yet. Your RGLB amount is now equal to your old GLB amount of $100,000 plus your accrued bonus amount of $15,000, for a total of $115,000. Your GLB Base and your LIB are both set equal to the RGLB amount at the time of conversion to the WB plan. Therefore, both the GLB Base and the LIB are equal to $115,000. Your Maximum WB Amount equals 5% of your GLB Base, or $5,750. Your Maximum WB for Life Amount equals 5% of your LIB, or $5,750. Your Bonus Base remains at $100,000. Since you have switched to the WB plan, your accrued bonus amount becomes $0.

• Assume that you take no withdrawals in your fourth Account Year. Therefore, on January 1, 2011, the RGLB amount will be increased by $5,000, which equals 5% of the Bonus Base. Your new RGLB amount is now $120,000. Your GLB Base will now become the greater of:

(i) your old GLB Base of $115,000, and

(ii) your new RGLB amount of $120,000.

Therefore, your GLB Base is now $120,000, and your new Maximum WB Amount is 5% of $120,000, or $6,000.

Your LIB will now become the greater of:

(i) your old LIB of $115,000, and

(ii) the lesser of:

(a) your new RGLB amount of $120,000, and

(b) your old LIB of $115,000 plus the bonus amount of $5,000.

Therefore, your LIB is now $120,000, and your new Maximum WB for Life Amount is 5% of $120,000, or $6,000. Your Bonus Base remains at $100,000.

• Assume that you take a withdrawal equal to your Maximum WB for Life Amount of $6,000 in your fifth Account Year. Your RGLB amount will be reduced by the amount of the withdrawal, so that it will equal $120,000 - $6,000, or $114,000. Your GLB Base will remain at $120,000, so your Maximum WB Amount will remain at 5% of $120,000, or $6,000. Your LIB will also remain at $120,000, so your Maximum WB for Life Amount will remain at 5% of $120,000, or $6,000. Your Bonus Base remains at $100,000.

• Assume that you remain alive and that you continue to make withdrawals of $6,000 until the RGLB amount runs out in year 2030. Because the RGLB amount is now $0, the GLB Base also becomes $0. Your Bonus Base is $0 because bonus credits may only be given in the first ten Account Years. Your LIB is still $120,000. Therefore, you can continue to receive $6,000 per year as long as you are alive. Also, if there is a remaining Account Value, the Contract continues.

EXAMPLE 15: Switch from AB to WB; Withdrawals under the AB Plan.

• Assume that you are age 65 at issue. Assume that you elect the AB plan. Your GLB amount at issue and your Bonus Base at issue are both equal to $100,000 (your Purchase Payment amount). Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, your accrued bonus amount is $5,000, which equals 5% of the Bonus Base. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that you take no withdrawals in your second Account Year. Therefore, on January 1, 2009, your accrued bonus amount is $10,000, which equals $5,000 (5% of the Bonus Base) plus your previous accrued bonus amount of $5,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

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• Assume that on March 10, 2009 (in your third Account Year), your Account Value is $80,000. Also assume that you take a withdrawal of $10,000 on this date. Therefore, your ending Account Value on March 10, 2009 is $70,000. Your GLB amount, Bonus Base, and accrued bonus amount are reduced proportionally to the amount withdrawn.

Therefore, your new GLB amount is $100,000 x ($70,000 ÷ $80,000) = $87,500. Your new Bonus Base is $100,000 x ($70,000 ÷ $80,000) = $87,500. Your new accrued bonus amount is $10,000 x ($70,000 ÷ $80,000) = $8,750

• Assume that while you are in your fourth Account Year, you switch to the WB plan. Your RGLB amount is now equal to your old GLB amount of $87,500 plus your accrued bonus amount of $8,750, for a total of $96,250. Your GLB Base and your LIB are both set equal to the RGLB amount at the time of conversion to the WB plan. Therefore, both the GLB Base and the LIB are equal to $96,250. Your Maximum WB Amount equals 5% of your GLB Base, or $4,812. Your Maximum WB for Life Amount equals 5% of your LIB, or $4,812. Your Bonus Base remains at $87,500. Since you have switched to the WB plan, your accrued bonus amount becomes $0.

• Assume that you take no withdrawals in your fourth Account Year. Therefore, on January 1, 2011, the RGLB amount will be increased by $4,375, which equals 5% of the Bonus Base. Your new RGLB amount is now $100,625. Your GLB Base will now become the greater of:

(i) your old GLB Base of $96,250, and

(ii) your new RGLB amount of $100,625.

Therefore, your GLB Base is now $100,625, and your new Maximum WB Amount is 5% of $100,625, or $5,031.

Your LIB will now become the greater of:

(i) your old LIB of $96,250, and

(ii) the lesser of:

(a) your new RGLB amount of $100,625, and

(b) your old LIB of $96,250 plus the bonus amount of $4,375.

Therefore, your LIB is now $100,625, and your new Maximum WB for Life Amount is 5% of $100,625, or $5,031. Your Bonus Base remains at $87,500.

• Assume that you take a withdrawal equal to your Maximum WB for Life Amount of $5,031 in your fifth Account Year. Your RGLB amount will be reduced by the amount of the withdrawal, so that it will equal $100,625 - $5,031, or $95,594. Your GLB Base will remain at $100,625, so your Maximum WB Amount will remain at 5% of $100,625, or $5,031. Your LIB will also remain at $100,625, so your Maximum WB for Life Amount will remain at 5% of $100,625, or $5,031. Your Bonus Base remains at $87,500.

• Assume that you remain alive and that you continue to make withdrawals of $5,031 until the RGLB amount runs out in year 2030. Because the RGLB amount is now $0, the GLB Base also becomes $0. Your Bonus Base is $0 because bonus credits may only be given in the first ten Account Years. Your LIB is still $100,625. Therefore, you can continue to receive $5,031 per year as long as you are alive. Also, if there is a remaining Account Value, the Contract continues.

EXAMPLE 16: Switch from AB to WB; Step-up while in AB Plan.

• Assume that you are age 65 at issue. Assume that you elect the AB plan. Your GLB amount at issue and your Bonus Base at issue are both equal to $100,000 (your Purchase Payment amount). Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, your accrued bonus amount is $5,000, which equals 5% of the Bonus Base. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

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• Assume that you take no withdrawals in your second Account Year. Therefore, on January 1, 2009, your accrued bonus amount is $10,000, which equals $5,000 (5% of the Bonus Base) plus your previous accrued bonus amount of $5,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that you take no withdrawals in your third Account Year. Therefore, on January 1, 2010, your accrued bonus amount is $15,000, which equals $5,000 (5% of the Bonus Base) plus your previous accrued bonus amount of $10,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that on January 2, 2010 your Account Value is $118,000. Since you have passed your first Account Anniversary and have not stepped-up within the past year, and since your Account Value is greater than your GLB amount, you may elect to step up to a new ten year period, with a new GLB amount of $118,000. Assume that you do elect to step up. Your GLB amount is now equal to $118,000. Also, your Bonus Base is now equal to $118,000. Your AB plan “maturity date” is now January 2, 2020. Since your new GLB amount of $118,000 is greater than the sum of your old GLB amount of $100,000 plus your old accrued bonus amount of $15,000, your new accrued bonus amount is set equal to $0.

• Assume that you take no withdrawals in your fourth Account Year. Therefore, on January 1, 2011, your accrued bonus amount is $5,900, which equals $5,900 (5% of the Bonus Base) plus your previous accrued bonus amount of $0. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $118,000.

• Assume that while you are in your fifth Account Year, you switch to the WB plan. Assume that you have not taken any withdrawals yet. Your RGLB amount is now equal to your old GLB amount of $118,000 plus your accrued bonus amount of $5,900, for a total of $123,900. Your GLB Base and your LIB are both set equal to the RGLB amount at the time of conversion to the WB plan. Therefore, both the GLB Base and the LIB are equal to $123,900. Your Maximum WB Amount equals 5% of your GLB Base, or $6,195. Your Maximum WB for Life Amount equals 5% of your LIB, or $6,195. Your Bonus Base remains at $118,000. Since you have switched to the WB plan, your accrued bonus amount becomes $0.

• Assume that you take no withdrawals in your fifth Account Year. Therefore, on January 1, 2012, the RGLB amount will be increased by $5,900, which equals 5% of the Bonus Base. Your new RGLB amount is now $129,800. Your GLB Base will now become the greater of:

(i) your old GLB Base of $123,900, and

(ii) your new RGLB amount of $129,800.

Therefore, your GLB Base is now $129,800, and your new Maximum WB Amount is 5% of $129,800, or $6,490.

Your LIB will now become the greater of:

(i) your old LIB of $123,900, and

(ii) the lesser of:

(a) your new RGLB amount of $129,800, and

(b) your old LIB of $123,900 plus the bonus amount of $5,900.

Therefore, your LIB is now $129,800, and your new Maximum WB for Life Amount is 5% of $129,800, or $6,490. Your Bonus Base remains at $118,000.

• Assume that you take a withdrawal equal to your Maximum WB for Life Amount of $6,490 in your sixth Account Year. Your RGLB amount will be reduced by the amount of the withdrawal, so that it will equal $129,800 - $6,490, or $123,310. Your GLB Base will remain at $129,800, so your Maximum WB Amount will remain at 5% of $129,800, or $6,490. Your LIB will also remain at $129,800, so your Maximum WB for Life Amount will remain at 5% of $129,800, or $6,490. Your Bonus Base remains at $118,000.

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• Assume that you remain alive and that you continue to make withdrawals of $6,490 until the RGLB amount runs out in year 2031. Because the RGLB amount is now $0, the GLB Base also becomes $0. Your Bonus Base is $0 because bonus credits may only be given in the first ten Account Years. Your LIB is still $129,800. Therefore, you can continue to receive $6,490 per year as long as you are alive. We will continue to charge the rider fee for as long as you are eligible to receive benefits under the WB Plan. The Owner can annuitize as long as there is a remaining Account Value, but if Account Value drops to zero, the Contract terminates.

EXAMPLE 17: Switch from AB to WB; Step-up while in AB Plan.

• Assume that you are age 65 at issue. Assume that you elect the AB plan. Your GLB amount at issue and your Bonus Base at issue are both equal to $100,000 (your Purchase Payment amount). Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, your accrued bonus amount is $5,000, which equals 5% of the Bonus Base. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that you take no withdrawals in your second Account Year. Therefore, on January 1, 2009, your accrued bonus amount is $10,000, which equals $5,000 (5% of the Bonus Base) plus your previous accrued bonus amount of $5,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that you take no withdrawals in your third Account Year. Therefore, on January 1, 2010, your accrued bonus amount is $15,000, which equals $5,000 (5% of the Bonus Base) plus your previous accrued bonus amount of $10,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that on January 2, 2010 your Account Value is $112,000. Since you have passed your first Account Anniversary and have not stepped-up within the past year, and since your Account Value is greater than your GLB amount, you may elect to step up to a new ten year period, with a new GLB amount of $112,000. Assume that you do elect to step up. Your GLB amount is now equal to $112,000. Also, your Bonus Base is now equal to $112,000. Your AB plan “maturity date” is now January 2, 2020. Since your new GLB amount of $112,000 is less than the sum of your old GLB amount of $100,000 plus your old accrued bonus amount of $15,000, your new accrued bonus amount is set equal to the sum of your old GLB amount of $100,000 plus your old accrued bonus amount of $15,000, less your new GLB amount of $112,000. Therefore, your new accrued bonus amount is $3,000.

• Assume that you take no withdrawals in your fourth Account Year. Therefore, on January 1, 2011, your accrued bonus amount is $8,600, which equals $5,600 (5% of the Bonus Base) plus your previous accrued bonus amount of $3,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $112,000.

• Assume that while you are in your fifth Account Year, you switch to the WB plan. Assume that you have not taken any withdrawals yet. Your RGLB amount is now equal to your old GLB amount of $112,000 plus your accrued bonus amount of $8,600, for a total of $120,600. Your GLB Base and your LIB are both set equal to the RGLB amount at the time of conversion to the WB plan. Therefore, both the GLB Base and the LIB are equal to $120,600. Your Maximum WB Amount equals 5% of your GLB Base, or $6,030. Your Maximum WB for Life Amount equals 5% of your LIB, or $6,030. Your Bonus Base remains at $112,000. Since you have switched to the WB plan, your accrued bonus amount becomes $0.

• Assume that you take no withdrawals in your fifth Account Year. Therefore, on January 1, 2012, the RGLB amount will be increased by $5,600, which equals 5% of the Bonus Base. Your new RGLB amount is now $126,200. Your GLB Base will now become the greater of:

(i) your old GLB Base of $120,600, and

(ii) your new RGLB amount of $126,200.

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Therefore, your GLB Base is now $126,200, and your new Maximum WB Amount is 5% of $126,200, or $6,310.

Your LIB will now become the greater of:

(i) your old LIB of $120,600, and

(ii) the lesser of:

(a) your new RGLB amount of $126,200, and

(b) your old LIB of $120,600 plus the bonus amount of $5,600.

Therefore, your LIB is now $126,200, and your new Maximum WB for Life Amount is 5% of $126,200, or $6,310. Your Bonus Base remains at $112,000.

• Assume that you take a withdrawal equal to your Maximum WB for Life Amount of $6,310 in your sixth Account Year. Your RGLB amount will be reduced by the amount of the withdrawal, so that it will equal $126,200 - $6,310, or $119,890. Your GLB Base will remain at $126,200, so your Maximum WB Amount will remain at 5% of $126,200, or $6,310. Your LIB will also remain at $126,200, so your Maximum WB for Life Amount will remain at 5% of $126,200, or $6,310. Your Bonus Base remains at $112,000.

• Assume that you remain alive and that you continue to make withdrawals of $6,310 until the RGLB amount runs out in year 2031. Because the RGLB amount is now $0, the GLB Base also becomes $0. Your Bonus Base is $0 because bonus credits may only be given in the first ten Account Years. Your LIB is still $126,200. Therefore, you can continue to receive $6,310 per year as long as you are alive. We will continue to charge the rider fee for as long as you are eligible to receive benefits under the WB Plan. The Owner can annuitize as long as there is a remaining Account Value, but if the Account Value drops to zero, the Contract terminates.

EXAMPLE 18: Calculation of Explicit Rider Charges.

• Assume that you did not elect the WB plan at any time. Assume that your Account Value increases at an annual rate of 5% per year throughout the next ten years. Also assume that you do not elect to step-up at any time.

• On March 31, 2007, your Account Value before the charge for Secured Returns for Life Plus is taken is $101,196.79. The charge deducted on March 31, 2007 is $126.50 ($101,196.79 x .00125). Therefore, your ending Account Value on March 31, 2007 is $101,070.29 ($101,196.79 - $126.50).

• On June 30, 2007, your Account Value before the charge for Secured Returns for Life Plus is taken is $102,307.23. The fee deducted on June 30, 2007 is $127.88 ($102,307.23 x .00125). Therefore, your ending Account Value on June 30, 2007 is $102,179.35 ($102,307.23 - $127.88).

• On September 30, 2007, your Account Value before the charge for Secured Returns for Life Plus is taken is $103,443.69. The fee deducted on September 30, 2007 is $129.30 ($103,443.69 x .00125). Therefore, your ending Account Value on September 30, 2007 is $103,314.39 ($103,443.69 - $129.30).

• This pattern continues until the maturity date for your Benefit of January 1, 2017. On that date, your Account will be credited with a payment. If your current Account Value is less than your current GLB amount, then your Account will be credited with the difference between these two amounts. If your current Account Value is greater than your current GLB amount, then your Account will be credited with the sum of all of Secured Returns for Life Plus charges that have been made. Note that if Secured Returns for Life Plus was revoked or cancelled before the maturity date for your Benefit of January 1, 2017, then no Secured Returns for Life Plus credit will be made to your Account.

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EXAMPLE 19: One Year Step-up elected under AB Plan.

• Assume that you are age 65 at issue. Assume that you elect the AB plan. Your Guaranteed Living Benefit amount (“GLB amount”) at issue and your Bonus Base at issue are both equal to $100,000 (your Purchase Payment amount). Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, your accrued bonus amount is $5,000, which equals 5% of the Bonus Base. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that on January 1, 2008 your Account Value is $118,000. Since your Account Value is greater than your GLB amount, you may elect to step up to a new ten year period, with a new GLB amount of $118,000. Assume that you do elect to step up. Your GLB amount is now equal to $118,000. Also, your Bonus Base is now equal to $118,000. Your AB plan Maturity Date is now January 1, 2018. Since your new GLB amount of $118,000 is greater than the sum of your old GLB amount of $100,000 plus your old accrued bonus amount of $5,000, your new accrued bonus amount is set equal to $0.

• Assume that you remain in the AB plan until it “matures” on January 1, 2018. Assume that you have taken no withdrawals since your Contract was issued. Your accrued bonus amount is $53,100 ($5,900 per year for nine years). Since your rider has “matured” in the AB plan, the accrued bonus amount becomes $0. Assume that your Account Value on January 1, 2018 is $112,000. Since your Account Value is less than your GLB amount by $6,000, an amount equal to $6,000 will be deposited into your Contract ($118,000 - $112,000).

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APPENDIX I - RETIREMENT INCOME ESCALATOR^SM

The optional living benefit known as Retirement Income Escalator (“RIE” or “the rider”) was available for all Contracts purchased on or after May 5, 2008 and prior to October 20, 2008 and certain contracts purchased on or after October 20, 2008. The following information applies to your Contract if you elected to participate in RIE. RIE is no longer available for sale on new Contracts.

RIE provides an annual income guarantee for life. You can withdraw up to a guaranteed amount each year and, provided you meet certain requirements, we will continue to send you the guaranteed amount even if your Account Value should go to zero. Your income amount will not decrease, provided that your withdrawals do not exceed the guaranteed amount in any year. In general, the longer you wait for your first withdrawal under RIE, the larger the guaranteed annual income amount. To describe how RIE works, we use the following definitions:

RIE Coverage Date: Your Issue Date if you are at least age 59 ¹⁄₂ at issue; otherwise, the first Account Anniversary after you attain age 59 ¹⁄₂.

Annual Withdrawal Amount: The total guaranteed amount available for withdrawal each Account Year during your life, provided that you comply with certain conditions. The Annual Withdrawal Amount is equal to your current Withdrawal Benefit Base multiplied by your Lifetime Withdrawal Percentage. (You should be aware that certain actions you take could significantly reduce the amount of your Annual Withdrawal Amount.)

Lifetime Withdrawal Percentage: The percentage used to calculate your Annual Withdrawal Amount. The percentage will be 5%, 6%, or 7% depending upon your age on your first withdrawal under the Contract after your RIE Coverage Date. Once determined, the percentage is set for the life of your RIE.

Withdrawal Benefit Base: The amount used to calculate (1) your Annual Withdrawal Amount and (2) your “RIE Fee” (see “Cost of RIE”).

RIE Bonus Period: A ten-year period commencing on the Issue Date and ending on your tenth Account Anniversary. If you “step up” your RIE (described below) during the RIE Bonus Period, the RIE Bonus Period is extended to ten years from the date of the step-up.

Bonus Base: The amount on which bonuses are calculated. The Bonus Base is equal to the sum of your Purchase Payments, increased by any “step-ups” (described below) and reduced proportionately by any withdrawal taken prior to your RIE Coverage Date or any excess withdrawals (see “Excess Withdrawals” under “Withdrawals Under RIE”).

You and Your: The terms “you” and “your” refer to the oldest Participant or the surviving spouse of the oldest Participant, as described under “Death of Participant Under RIE with Single-Life Coverage.” In the case of a non-natural Participant, these terms refer to the oldest Annuitant.

Upon annuitization, RIE and any elected optional death benefit automatically terminate.

RIE allows you to withdraw a guaranteed amount of money each year, beginning on your RIE Coverage Date, until the death of any Participant if single-life coverage is elected (or until the death of both the Participant and the Participant’s spouse if joint-life coverage is elected). Your right to take withdrawals under RIE continues regardless of the investment performance of a Designated Fund, provided that you comply with certain requirements. The amount you can withdraw, in any one year, is 5%, 6% or 7% of your Withdrawal Benefit Base, depending upon your age on the date of your first withdrawal after your RIE Coverage Date.

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In addition, if you make no withdrawals in an Account Year during your RIE Bonus Period, we will increase your Withdrawal Benefit Base by an amount equal to 7% of your Bonus Base. The RIE Bonus Period is a 10-year period commencing on your Issue Date. The period will be extended for an additional 10 years commencing on each step-up of the Withdrawal Benefit Base (see “Step-Up Under RIE” in this Appendix), provided that the step up occurs prior to the conclusion of the current 10-year period.

If you are participating in RIE, you may make Purchase Payments only during your first Account Year. After the first Account Anniversary, any Purchase Payments you submit will be returned to you.

To participate in RIE, all of your Account Value must be invested in a Designated Fund at all times during the term of RIE. (The “term” of RIE is for life, unless your Withdrawal Benefit Base is reduced to zero or your RIE is terminated or cancelled as described in this Appendix under “Cancellation of RIE,” “Depleting Your Account Value,” and “Annuitization Under RIE.”) See “DESIGNATED FUNDS” in the prospectus to which this Appendix is attached.

Under RIE, you have the option of choosing between single-life coverage and joint-life coverage. These options are described in greater detail under “Joint-Life Coverage,” “Death of Participant Under RIE with Single-Life Coverage,” and “Death of Participant Under RIE with Joint-Life Coverage” in this Appendix.

Determining Your Withdrawal Benefit Base

On the Issue Date, we set your Withdrawal Benefit Base equal to your initial Purchase Payment. Thereafter, your Withdrawal Benefit Base is:

• decreased following any withdrawals you take prior to your RIE Coverage Date;

• decreased following any withdrawals you take after your RIE Coverage Date, if such withdrawal is in excess of the Annual Withdrawal Amount at the time of the withdrawal;

• increased by any applicable bonuses;

• increased by any step-ups as described under “Step-Up Under RIE”; and

• increased by any subsequent Purchase Payments you make during the first year following the Issue Date.

Determining Your Annual Withdrawal Amount

Your Annual Withdrawal Amount is calculated when you make your first withdrawal after your RIE Coverage Date. It is a set percentage of your Withdrawal Benefit Base. This percentage, known as the Lifetime Withdrawal Percentage, is determined based upon your age at that time, as follows:

Your Age on the Date of the First Withdrawal After Your RIE Coverage Date*	Lifetime Withdrawal Percentage
59 1⁄2 - 69	5%
70 - 79	6%
80 or older	7%

* If you elected joint-life coverage, the age ranges are based upon the age of the younger spouse as described under “Joint-Life Coverage” in this Appendix.

Once set, your Lifetime Withdrawal Percentage will remain the same for the life of your RIE. Your Annual Withdrawal Amount equals your Withdrawal Benefit Base multiplied by your Lifetime Withdrawal Percentage. Therefore, if your Withdrawal Benefit Base changes after your Annual Withdrawal Amount is determined, your Annual Withdrawal Amount will also change. The new Annual Withdrawal Amount will be effective on the next Account Anniversary and, at that time, will reflect any increases caused by a step-up or a bonus that took place during the prior Account Year and any decreases caused by excess withdrawals (described below) that were taken during the prior Account Year. The new Annual Withdrawal Amount will be in effect for all subsequent Account Years, unless and until there is a further change in your Withdrawal Benefit Base.

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How RIE Works

Each Account Year, beginning on your RIE Coverage Date, you can take withdrawals totaling up to the amount of your Annual Withdrawal Amount, subject to the terms and conditions discussed below. Even if your Account Value is reduced to zero (other than as a result of an “early withdrawal” or an “excess withdrawal”), as long as your Withdrawal Benefit Base is greater than zero, you will receive your full Annual Withdrawal Amount every year until you die.

If you defer taking any withdrawals in an Account Year during the RIE Bonus Period, your Withdrawal Benefit Base will be increased by an amount equal to 7% of your Bonus Base, thereby increasing your Annual Withdrawal Amount. In this way, if you defer taking withdrawals during your early Account Years, you will be able to take larger withdrawals in later Account Years. Your Annual Withdrawal Amount is not, however, cumulative: any unused portion of your Annual Withdrawal Amount in any Account Year cannot be applied to a future year.

Note that the timing and amount of your withdrawals may significantly decrease, and even terminate, your total RIE Benefit, including reducing your Account Value to zero and thereby terminating your Contract without value, as described further in this Appendix under “Withdrawals Under RIE.” Note also that investing in any Fund, other than a Designated Fund, will cancel RIE, as described in this Appendix under “Cancellation of RIE.”

Here is an example of how RIE works:

Assume that you are age 60 when your Contract is issued with an initial Purchase Payment of $100,000 and that you elected to participate in RIE with single-life coverage. (If you selected joint-life coverage the numbers shown in the example could be different.) Your Withdrawal Benefit Base and your Bonus Base are each set equal to your initial Purchase Payment on your Issue Date. Because you reached age 59 ¹⁄₂ prior to your Issue Date, your RIE Coverage Date is your Issue Date. You can begin at any time to withdraw up to your Annual Withdrawal Amount each Account Year without reducing your Withdrawal Benefit Base. During the RIE Bonus Period, your Withdrawal Benefit Base will increase by 7% of your Bonus Base each Account Year in which you do not take a withdrawal. By deferring your withdrawals during a RIE Bonus Period you will increase your Withdrawal Benefit Base, which in turn may maximize your Annual Withdrawal Amount. After the RIE Bonus Period, you will still be eligible to take your Annual Withdrawal Amount each year and to step-up your Withdrawal Benefit Base. However, you will no longer be eligible for the 7% bonus each year. (For convenience, assume that the investment performance on your underlying investments remains constant throughout the life of your Contract, except for Account Year 2.)

Assume that, because of good investment performance of the Designated Funds during Account Year 2, your Account Value has grown to $125,000 by the beginning of Account Year 3. Your Contract is, therefore, eligible for an automatic step-up of its Withdrawal Benefit Base and Bonus Base. Assume that we have not increased the percentage used to calculate the RIE Fee on newly issued Contracts; therefore we will step up your Withdrawal Benefit Base and your Bonus Base to $125,000. Your new Annual Withdrawal Amount will be 5% of your new Withdrawal Benefit Base, or $6,250. Going forward, your new Bonus Base will be $125,000, unless increased by another step-up or reduced by an excess withdrawal, and your RIE Bonus Period will now end on your 12^th Account Anniversary (i.e., ten years after the step-up). All values shown are as of the beginning of the Account Year.

Account Year	Account Value	Withdrawal Benefit Base	Bonus Base	Annual Withdrawal Amount	Withdrawals
1	$100,000	$100,000	$100,000	$5,000	0
2	$100,000	$107,000	$100,000	$5,350	0
3	$125,000	$125,000	$125,000	$6,250	0

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Assume you take your first withdrawal when you are age 66 in Account Year 7. Using the above chart, we set your Lifetime Withdrawal Percentage at 5%. Your Annual Withdrawal Amount will be equal to 5% of your Withdrawal Benefit Base. You can begin withdrawing up to $8,000 each Account Year without reducing your Withdrawal Benefit Base, as shown in the following table:

Account Year	Account Value	Withdrawal Benefit Base	Bonus Base	Annual Withdrawal Amount	Withdrawals
4	$125,000	$133,750	$125,000	$6,688	0
5	$125,000	$142,500	$125,000	$7,125	0
6	$125,000	$151,250	$125,000	$7,563	0
7	$125,000	$160,000	$125,000	$8,000	$8,000
8	$117,000	$160,000	$125,000	$8,000	$8,000

Assume in Account Year 9, you decide to defer taking a withdrawal. Your Withdrawal Benefit Base will increase by 7% of your Bonus Base. Your new Annual Withdrawal Amount will be set equal to 5% of your new Withdrawal Benefit Base, as shown below:

Account Year	Account Value	Withdrawal Benefit Base	Bonus Base	Annual Withdrawal Amount	Withdrawals
9	$109,000	$160,000	$125,000	$8,000	$0
10	$109,000	$168,750	$125,000	$8,438	$8,438

Assume that in Account Year 14, you again decide to defer taking a withdrawal. Your Withdrawal Benefit Base will not be increased because you are no longer in the Bonus Period, as your RIE Bonus Period ends 10 years after the previous step-up.

Account Year	Account Value	Withdrawal Benefit Base	Bonus Base	Annual Withdrawal Amount	Withdrawals
11	$100,563	$168,750	$125,000	$8,438	$8,438
12	$92,125	$168,750	$125,000	$8,438	$8,438
13	$83,688	$168,750	$125,000	$8,438	$8,438
14	$75,250	$168,750	$125,000	$8,438	$0
15	$75,250	$168,750	$125,000	$8,438	$8,438

There is no way to know for certain whether forgoing income in one or more years will increase or decrease the total income paid to the Participant over the life of the annuity. Generally speaking, not taking income in a year will increase the Annual Withdrawal Amount due to the bonus and the potential for step-ups. Therefore, not taking income in one or more years will mean that the Participant will take income in fewer years, but will be entitled to more income in those years.

The total lifetime payments to the Participant could be more or less depending upon investment performance over the life of the Contract and the age to which the Participant lives. Better investment performance and a longer life span generally make it advantageous to forgo the Annual Withdrawal Amount in a limited number of years.

In general the Company’s risk is greater when the Participant takes the Annual Withdrawal Amount each year beginning on the RIE Coverage Date.

Withdrawals Under RIE

Withdrawals After the RIE Coverage Date

Starting on your RIE Coverage Date, you may take withdrawals totaling up to your Annual Withdrawal Amount each Account Year without reducing your Withdrawal Benefit Base. These withdrawals will reduce your Account Value by

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the amount of the withdrawal, but will not change your Withdrawal Benefit Base. These withdrawals are subject to withdrawal charges only to the extent they are in excess of the greatest of:

• the free withdrawal amount permitted under your Contract (discussed under “Free Withdrawal Amount” under “Withdrawal Charge” in the prospectus to which this Appendix is attached);

• your yearly Required Minimum Distribution Amount (subject to conditions discussed under “Certain Tax Provisions” in this Appendix); and

• your Annual Withdrawal Amount.

Above is an example of withdrawals taken after your RIE Coverage Date. Because they do not exceed your Annual Withdrawal Amount, the withdrawals do not reduce your Withdrawal Benefit Base or your Annual Withdrawal Amount. Because the withdrawals in the example do not exceed your free withdrawal amount permitted under this Contract, your Required Minimum Distribution Amount, or your Annual Withdrawal Amount, they are not subject to any withdrawal charges. If a withdrawal exceeds the greatest of these amounts, then the withdrawal would be subject to withdrawal charges.

Excess Withdrawals

If you take a withdrawal that exceeds your Annual Withdrawal Amount (or your Required Minimum Distribution Amount, if higher), your Withdrawal Benefit Base and your Bonus Base will be reduced proportionately by the excess amount of the withdrawal. In other words, after an “excess withdrawal,” your Bonus Base and your Withdrawal Benefit Base will be reduced according to the following formulas:

Your new Bonus Base	=	A x	(	C	)
				D - E
Your new Withdrawal Benefit Base	=	B x	(	C	)
				D - E

Where:
	A	=	Your Bonus Base immediately prior to the excess withdrawal.
	B	=	Your Withdrawal Benefit Base immediately prior to the excess withdrawal.
	C	=	Your Account Value immediately after the excess withdrawal.
	D	=	Your Account Value immediately prior to the excess withdrawal.
	E	=	Your Annual Withdrawal Amount minus any prior partial withdrawals taken during the current Account Year.

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Using the facts of the above example, assume that in Account Year 7, you take two withdrawals: a $4,000 withdrawal followed by a $6,000 withdrawal. Your first withdrawal reduces your Account Value to $121,000 but does not affect your Bonus Base or Withdrawal Benefit Base because it is not in excess of your Annual Withdrawal Amount. Your second withdrawal (when combined with the first) is in excess of your $8,000 Annual Withdrawal Amount. After your second withdrawal, your Bonus Base and your Withdrawal Benefit Base will be reduced as follows:

Your new Bonus Base	=	125,000	x	121,000 - 6,000
				121,000 - (8,000 - 4,000)
	=	125,000	x	115,000
				117,000
	=	125,000	x	0.98291
	=	122,863
Your new Withdrawal Benefit Base	=	160,000	x	121,000 - 6,000
				121,000 -(8,000 -4,000)
	=	160,000	x	115,000
				117,000
	=	160,000	x	0.98291
	=	157,265

Going forward, your new Annual Withdrawal Amount will be reduced to 5% of your new Withdrawal Benefit Base or $7,863.

You should be aware that, if your Account Value is less than the Withdrawal Benefit Base at the time an excess withdrawal is taken (as in the above example), then your Withdrawal Benefit Base and your Bonus Benefit Base will be reduced by an amount equal to or more than the excess amount withdrawn. Thus, excess withdrawals taken in a down market could severely reduce, and even terminate, your RIE Benefit, including reducing your Account Value to zero and thereby terminating your Contract without value.

Withdrawals Prior to the RIE Coverage Date (Early Withdrawals)

Withdrawals taken prior to your RIE Coverage Date are subject to withdrawal charges, to the extent such withdrawals are in excess of the “free withdrawal amount” permitted under your Contract. In addition, all withdrawals taken prior to your RIE Coverage Date, including any “free withdrawal amounts,” will be treated as “early withdrawals” and your Bonus Base and your Withdrawal Benefit Base will be reduced proportionately to the amount of the withdrawal. In other words, your Bonus Base and your Withdrawal Benefit Base will be reduced by the following formulas:

Your new Bonus Base	=	W x	(	Y	)
				Z
Your new Withdrawal Benefit Base	=	X x	(	Y	)
				Z

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Where:
	W	=	Your Bonus Base immediately prior to the early withdrawal.
	X	=	Your Withdrawal Benefit Base immediately prior to the early withdrawal.
	Y	=	Your Account Value immediately after the early withdrawal.
	Z	=	Your Account Value immediately prior to the early withdrawal.

Assume that you are age 45 when your Contract is issued with an initial Purchase Payment of $100,000 and that you elected to participate in RIE with single-life coverage. (If you selected joint-life coverage the number shown in the example could be different.) Your Withdrawal Benefit Base and your Bonus Base are each set equal to your initial Purchase Payment on your Issue Date. Your Withdrawal Benefit Base will increase by 7% of your Bonus Base each year in which you do not take a withdrawal. Your RIE Coverage Date will not occur until your 15^th Account Anniversary (the first Account Anniversary after you reach age 59 ¹⁄₂). Any withdrawals, including any “free withdrawal amount,” you take prior to that time will be “early withdrawals.”

Assume that because of good investment performance of the Designated Funds during Account Year 2, your Account Value has grown to $125,000 by the beginning of Account Year 3. Your Contract is therefore eligible for an automatic step-up of its Withdrawal Benefit Base and Bonus Base. Assume that we have not increase the percentage used to calculate the RIE Fee on newly issued Contracts; therefore we will step-up your Withdrawal Benefit Base and your Bonus Base to $125,000.

Assume that, in your Account Year 7, you withdraw $10,000. Because you are age 51 (and younger than age 59 ¹⁄₂), this is an early withdrawal. All values shown are as of the beginning of the Account Year.

Account Year	Account Value	Withdrawal Benefit Base	Bonus Base	Annual Withdrawal Amount	Withdrawals
1	$100,000	$100,000	$100,000	$0	0
2	$100,000	$107,000	$100,000	$0	0
3	$125,000	$125,000	$125,000	$0	0
4	$125,000	$133,750	$125,000	$0	0
5	$125,000	$142,500	$125,000	$0	0
6	$125,000	$151,250	$125,000	$0	0
7	$125,000	$160,000	$125,000	$0	$10,000

At this point, your Bonus Base and your Withdrawal Benefit Base will be recalculated as follows:

Your new Bonus Base	=	125,000	x	125,000 - 10,000
				125,000
	=	125,000	x	115,000
				125,000
	=	125,000	x	0.92000
	=	115,000
Your new Withdrawal Benefit Base	=	160,000	x	125,000 - 10,000
				125,000
	=	160,000	x	115,000
				125,000
	=	160,000	x	0.92000
	=	147,200

Your Annual Withdrawal Amount will still be $0 because your have not reached your RIE Coverage Date.

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You should be aware that early withdrawals could severely reduce, and even terminate, your RIE Benefit, including reducing your Account Value to zero and thereby terminating your Contract without value.

In addition to reducing your RIE, any withdrawal before you reach age 59 ¹⁄₂ could have adverse state and federal tax liabilities. You should consult a qualified tax professional for more information.

Depleting Your Account Value

If your Account Value is reduced to zero immediately following an “excess withdrawal” or an “early withdrawal” (as described above), then your Withdrawal Benefit Base will also be reduced to zero and your Contract will terminate without value. Therefore, your Contract, as well as any benefits available with RIE, will end.

If, on the other hand, your Account Value is reduced to zero through any combination of poor investment performance of the Designated Funds, Contract charges, and withdrawals other than excess or early withdrawals, your Withdrawal Benefit Base will not be reduced. Your Contract will therefore end, but your RIE will continue. That is to say, regardless of your age on the day the Account Value is reduced to zero, you will be entitled to receive your Annual Withdrawal Amount each year for as long as you live.

Cost of RIE

If you elected RIE, we deduct a quarterly fee from your Account Value (“RIE Fee”). The RIE Fee will be taken as a specific deduction from your Account Value on the last valuation day of each Account Quarter. The RIE Fee will be a percentage of your Withdrawal Benefit Base. This percentage will equal 0.1875% of your Withdrawal Benefit Base on the last day of the Account Quarter, if you elected single-life coverage (0.2375% for joint-life coverage). The maximum RIE Fee you can pay in any one Account Year is equal to 0.75% of the highest Withdrawal Benefit Base at any point in that Account Year, if you elected single-life coverage (0.95% for joint-life coverage).

Your RIE Fee will not change during an Account Year, unless you take one of the following specific actions:

• If you make an additional Purchase Payment during your first Account Year, you will increase your Withdrawal Benefit Base and thus your RIE Fee.

• If you make a withdrawal before your RIE Coverage Date or a withdrawal in excess of your Annual Withdrawal Amount, you will decrease your Withdrawal Benefit Base and thus your RIE Fee.

The investment performance of the Designated Funds will not affect your RIE Fee during an Account Year. However, as explained in this Appendix under “Step-Up Under RIE,” favorable investment performance may cause the Withdrawal Benefit Base to increase on an Account Anniversary. That would also increase your RIE Fee.

We will continue to deduct the RIE Fee until you annuitize your Contract, your Account Value reduces to zero, or your RIE is terminated or cancelled as described under “Cancellation of RIE” in this Appendix.

We reserve the right to make special offers from time to time. Specifically, we reserve the right to waive the RIE Fee for a limited period on newly issued Contracts. The same waiver would apply to all Contracts issued while we are making the special offer.

Step-Up Under RIE

Regardless of your age on the Issue Date, on each Account Anniversary prior to your Maximum Annuity Commencement Date, we will automatically step-up your Withdrawal Benefit Base and your Bonus Base each to equal your Account Value, provided that certain requirements are satisfied. First, you must meet certain eligibility requirements:

• Your Account Value must equal no more than $5,000,000. (For purposes of determining the $5,000,000 limit, we reserve the right, in our sole discretion, to aggregate your Account Value with the account values of all other variable annuity contracts you own issued by Delaware Life or its affiliates.)

• Your Account Value must be greater than your current Withdrawal Benefit Base, adjusted for any 7% bonus increases.

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Note that we have reserved the right to add another requirement for eligibility. We have reserved the right to only allow step-ups if your money is invested in a Fund that is a Designated Fund for newly issued contracts. (See “DESIGNATED FUNDS” in the prospectus to which this Appendix is attached)

If you satisfy the eligibility requirements, then we consider whether market conditions have caused us to increase the percentage used to calculate the RIE Fee on newly issued Contracts. If we are no longer issuing Contracts with the RIE rider then the percentage we use to calculate your RIE Fee will be set based upon current market conditions at that time. Significant changes in stock market prices, interest rate fluctuations, and competitive industry trends are among the market conditions we consider in whether to change the fee.

• If we have not had to increase the percentage as described above, the percentage we use to calculate your RIE fee will remain unchanged and we will automatically step-up your Withdrawal Benefit Base.

• If we have had to increase the percentage as described above, we offer you the opportunity to step-up at the higher percentage. In this case, your prior written consent is required to accept the higher percentage used to calculate your RIE Fee and step-up your Withdrawal Benefit Base. If you do not consent to the step-up and higher percentage, the step-up will not be implemented and all subsequent step-ups under your RIE will also be suspended. You may thereafter submit an election form to us, however, to consent to the higher percentage and reactivate subsequent automatic step-ups.

After a step-up, your Annual Withdrawal Amount will be equal to your new Withdrawal Benefit Base multiplied by your Lifetime Withdrawal Percentage. Here is an example of how we calculate a step-up under RIE:

Assume that you are age 60 when your Contract is issued with an initial Purchase Payment of $100,000 and that you elected to participate in RIE with single-life coverage. (If you selected joint-life coverage the numbers shown in the example could be different.) Assume that, because of good investment performance of the Designated Funds during Account Year 2, your Account Value has grown to $125,000 by the beginning of Account Year 3. Your Contract is, therefore, eligible for an automatic step-up of its Withdrawal Benefit Base and Bonus Base. Assume that we have not increased the percentage used to calculate the RIE Fee on newly issued Contracts; therefore we will step up your Withdrawal Benefit Base and your Bonus Base to $125,000. Your new Annual Withdrawal Amount will be 5% of your new Withdrawal Benefit Base, or $6,250. All values shown are as of the beginning of the Account Year.

Account Year	Account Value	Withdrawal Benefit Base	Bonus Base	Annual Withdrawal Amount	Withdrawals
1	$100,000	$100,000	$100,000	$5,000	0
2	$100,000	$107,000	$100,000	$5,350	0
3	$125,000	$125,000	$125,000	$6,250	0
4	$125,000	$133,750	$125,000	$6,688	0
5	$125,000	$142,500	$125,000	$7,125	0
6	$125,000	$151,250	$125,000	$7,563	0
7	$125,000	$160,000	$125,000	$8,000	0

Going forward, your new Bonus Base will be $125,000, unless increased by another step-up or reduced by an excess withdrawal, and your RIE Bonus Period will now end on your 12^th Account Anniversary (i.e., ten years after the step-up).

Joint-Life Coverage

On the Issue Date, you had the option of electing RIE with single-life coverage or, for a higher RIE Fee, with joint-life coverage. Once you make the election, you cannot switch between joint-life and single-life coverage, regardless of any change in life events. Joint-life coverage is not available if you are unmarried on the Issue Date.

Joint-life coverage can be elected on an individually-owned Contract or on a co-owned Contract. On an individually-owned Contract, joint-life coverage is available only if your spouse is the sole beneficiary on the Issue Date and

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remains the sole beneficiary while RIE is in effect. On a co-owned Contract, joint-life coverage is available only if you and your spouse are the only co-owners on the Issue Date and remain so while RIE is in effect. Whereas single-life coverage provides annual withdrawals under RIE only until any Participant dies, joint-life coverage provides annual withdrawals under RIE for as long as either you or your spouse is alive. (Note, however, upon the death of a spouse, the Contract, (including RIE) ends. To take annual withdrawals under RIE’s joint-life feature after the death of a spouse, the surviving spouse must first elect to continue the Contract through the “Spousal Continuance” provision.) See also “Death of Participant Under RIE with Joint-Life Coverage” in this Appendix.

If you elected joint-life coverage, the RIE Coverage Date will be your Issue Date if the younger spouse is at least age 59 ¹⁄₂ on the Issue Date, and will be the first Account Anniversary after the younger spouse attains (or would have attained) age 59 ¹⁄₂ if the younger spouse is less than age 59 ¹⁄₂ on the Issue Date. (For purposes of joint-life coverage, the younger spouse refers to the person who was the younger spouse on the Issue Date, even if that person has died or is no longer married to the person who was his or her spouse on the Issue Date.) Thus, “early withdrawals” will be determined based upon this definition of your RIE Coverage Date. Your Lifetime Withdrawal Percentage will be determined based on the age that the younger spouse is (or would have been) on the date of the first withdrawal under the Contract after the RIE Coverage Date, as follows:

Age of Younger Spouse on Date of the First Withdrawal After Your RIE Coverage Date	Lifetime Withdrawal Percentage
59 1⁄2 - 69	5%
70 - 79	6%
80 - or older	7%

Once set, your Lifetime Withdrawal Percentage will remain the same for the life of your RIE. Your Annual Withdrawal Amount equals your Withdrawal Benefit Base multiplied by your Lifetime Withdrawal Percentage.

The two spouses on the Issue Date are the only two people covered under the joint-life feature. If a Participant remarries, the new spouse is not covered under the joint-life feature. Therefore, if the spouse on the Issue Date is no longer your spouse, RIE benefits continue for your life and, when you die, annual withdrawals are no longer available. Note that, when you elect joint-life coverage, you also elect the higher joint-life fee. That fee will not change as long as RIE is in effect, regardless of any change in life events.

If one spouse is significantly younger than the other spouse, you should carefully consider whether joint-life coverage is an appropriate choice in light of the possibility of a longer waiting period before withdrawals under RIE can be made and in light of the higher fee for joint-life coverage.

Joint-life coverage may not be available on all Contracts.

Cancellation of RIE

Should you decide that RIE is no longer appropriate for you, you may cancel RIE at any time. Upon cancellation, all benefits and charges under RIE shall cease. Once cancelled, RIE cannot be reinstated.

Although transfers among the Designated Funds are permitted as described under “Transfer Privilege,” RIE will be cancelled automatically:

• if any Purchase Payment is allocated to an investment option other than a Designated Fund; or

• if any portion of Account Value maintained in a Designated Fund is transferred into an investment option other than a Designated Fund.

A change of ownership of the Contract may also cancel your benefits under RIE.

Death of Participant Under RIE with Single-Life Coverage

If you selected single-life coverage, RIE terminates on the death of any Participant and the Beneficiary may elect to exercise any of the available options under the Death Benefit provisions of the Contract. If your surviving spouse is the

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sole Beneficiary and elects to continue the Contract, your spouse has the additional option of electing to participate in a new RIE rider on the original Contract (assuming that at the time of election RIE is available to new Participants and your surviving spouse meets certain eligibility requirements). If the surviving spouse makes such election:

• the new Account Value and the new Withdrawal Benefit Base will both be set equal to the Death Benefit amount; and

• the new RIE Fee will be set by us based on market conditions at the time and may be higher than the current RIE Fee.

Death of Participant Under RIE with Joint-Life Coverage

If the surviving spouse on the Death Benefit Date was not the spouse of a Participant on the original Contract’s Issue Date, then this section does not apply, even if joint-life coverage was elected. In such case, if a Participant dies while participating in RIE, the provisions of the section in this Appendix titled “Death of Participant Under RIE with Single-Life Coverage” will apply.

If you purchased joint-life coverage and one of the Participants dies, RIE will continue, provided that the surviving spouse, as the sole beneficiary, continues the Contract. In such case:

• the new Account Value will be equal to the Death Benefit;

• the RIE Fee for the joint-life coverage option will continue for the surviving spouse as it was immediately prior to the death of the Participant;

• the Withdrawal Benefit Base will remain unchanged until the next Account Anniversary when a step-up could apply due to an increase in Account Value (see “Step-Up Under RIE” in this Appendix);

• if withdrawals under RIE have not yet begun, the Lifetime Withdrawal Percentage will be based on the age the younger spouse attains (or would have attained) on the date of the first withdrawal after the RIE Coverage Date;

• if withdrawals under RIE have already begun, the Lifetime Withdrawal Percentage will be the Lifetime Withdrawal Percentage that applied to the Contract prior to the death of the Participant; and

• the RIE Bonus Period will continue unchanged from the original contract.

At the death of the surviving spouse, the Contract, including RIE, will terminate.

If you purchased joint-life coverage and the deceased Participant’s surviving spouse does not continue the Contract, your Beneficiary may elect any available option under the Death Benefit provisions of the Contract.

Annuitization Under RIE

Under the terms of RIE, if your Account Value is greater than zero on your Maximum Annuity Commencement Date, you may elect to:

(1) surrender your Contract and receive your Cash Surrender Value,

(2) annuitize your Account Value under one of the then currently available Annuity Options, or

(3) annuitize your remaining Account Value as a single-life annuity (or a joint-life annuity, if joint-life coverage was elected at issue and is still eligible) with an annualized annuity payment of not less than your then current Annual Withdrawal Amount.

If you make no election, we will default your choice to option 3.

If your Account Value has been reduced to zero (other than as a result of an “early withdrawal” or an “excess withdrawal”), and your Withdrawal Benefit Base is greater than zero on or before your Maximum Annuity Commencement Date, you will receive your full Annual Withdrawal Amount until you die. For a more complete discussion of this, see “Depleting Your Account Value” in this Appendix.

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Certain Tax Provisions

Certain state and federal income tax provisions may be important to you in connection with a living benefit, such as RIE. When you elect to participate in the Retirement Income Escalator Benefit, we will inform you that you may withdraw annual amounts up to your Yearly RMD Amount without reducing your guaranteed withdrawal benefit. To assist you in complying with the RMD requirements, each year, we will notify you in early January of your calculated Yearly RMD Amount and inform you that you may withdraw annual amounts up to your Yearly RMD Amount without reducing your guaranteed withdrawal benefit.

In the event that your Yearly RMD Amount attributable to your Contract is greater than the maximum withdrawal amount permitted each year under the RIE Benefit, we are currently waiving withdrawal provisions as follows. If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in the RIE Benefit, we reduce your Account Value dollar for dollar by the amount of the withdrawal. In addition, for that year only, your Annual Withdrawal Amount under the RIE Benefit will be reduced, dollar for dollar, by the amount of the withdrawal. We will not, however, penalize you if the current Federal Tax Laws require you to withdraw from your Contract an amount greater than your Annual Withdrawal Amount. In other words, we will not reduce your Annual Withdrawal Amount for future years (or your Withdrawal Benefit Base or Bonus Base), if a Yearly RMD Amount exceeds your Annual Withdrawal Amount, provided that:

• you withdraw your Qualified Contract’s first Yearly RMD Amount in the calendar year you attain age 70 ¹⁄₂ rather than postponing the withdrawal of that Amount until the first quarter of the next calendar year, and

• you do not make any withdrawal from your Qualified Contract that would result in you receiving, in any Account Year, more than one calendar year’s Yearly RMD Amount.

If there is any change to the current Code or IRS rules governing the timing or determination of RMD amounts (including, but not limited to, amendments to the current IRS regulations or the issuance of IRS guidance), then we reserve the right to reduce the Annual Withdrawal Amount, Withdrawal Benefit Base or Bonus Base per the terms of the rider regarding excess withdrawals, when a Yearly RMD Amount withdrawn from your Contract exceeds your Annual Withdrawal Amount. (See “Withdrawals under RIE” in this Appendix) Notice will be given to Contract Owners before we exercise this right.

For further discussion of some of these provisions, please refer to “TAX PROVISIONS - Impact of Optional Death Benefits and Optional Living Benefits” in the Prospectus to which this Appendix is attached.

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APPENDIX J - Income ON Demand^®

The optional living benefit known as Income ON Demand (“Income ON Demand,” “Benefit,” or “the rider”) was available for all Contracts purchased on or after March 5, 2007 and prior to October 20, 2008 and certain contracts purchased on or after October 20, 2008. The following information applies to your Contract if you elected to participate in Income ON Demand. Income ON Demand is no longer available for sale on new Contracts.

To describe how Income ON Demand works, we use the following definitions:

Income ON Demand Coverage Date: Your Issue Date if you are at least age 55 at issue, otherwise the first Account Anniversary following your 55^th birthday.

Annual Income Amount: The amount added to your Stored Income Balance on each Account Anniversary beginning on the Income ON Demand Coverage Date; it is equal to 5% of your Income Benefit Base on the date of crediting.

Stored Income Balance: The amount you may withdraw at any time after age 59 ¹⁄₂ without reducing the Benefit.

Income Benefit Base: The amount used to calculate your Annual Income Amount and your “Income ON Demand Fee” (see “Cost of Income ON Demand”).

You and Your: The terms “you” and “your” refer to the oldest Participant or the surviving spouse of the oldest Participant, as described under the sections entitled “Death of Participant Under Income ON Demand with Single-Life Coverage” and “Death of Participant Under Income ON Demand with Joint-Life Coverage.” In the case of a non-natural Participant, these terms refer to the oldest Annuitant.

Upon annuitization, Income ON Demand and any elected optional death benefit automatically terminate.

Income ON Demand allows you to withdraw a guaranteed amount each year, beginning at age 59 ¹⁄₂, until the death of any Participant if single-life coverage is elected (or until the death of both the Participant and the Participant’s spouse if joint-life coverage is elected), regardless of the investment performance of the Designated Funds, provided that you comply with certain requirements. The amount you can withdraw, in any one year, is based on 5% of your Income Benefit Base. Any amount that you do not withdraw in a given year will be stored in the Stored Income Balance and can be withdrawn at any time in the future. The amount you can withdraw each year can be increased or decreased as described below under “Determining Your Stored Income Balance.”

In addition, if you make no withdrawals during the first 10 Account Years, regardless of your age on the Issue Date, we will credit to your Account Value an amount equal to the excess, if any, of your total Purchase Payments over your then Account Value. If you are participating in Income ON Demand, you may make Purchase Payments only during your first Account Year. After the first Account Anniversary, any Purchase Payments you submit will be returned to you.

You also have the option of choosing between single-life coverage and joint-life coverage. These options are described in greater detail in this Appendix under “Joint-Life Coverage” and the sections entitled “Death of Participant Under Income ON Demand with Single-Life Coverage” and “Death of Participant Under Income ON Demand with Joint-Life Coverage.”

To participate in Income ON Demand, all of your Account Value must be invested in a Designated Fund at all times during the term of Income ON Demand. (The term of Income ON Demand is for life, unless your Income Benefit Base

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is reduced to zero or Income ON Demand is terminated or cancelled as described in this Appendix under “Cancellation of Income ON Demand,” “Depleting Your Account Value,” and “Annuitization Under Income ON Demand.”) See “DESIGNATED FUNDS” in the prospectus to which this Appendix is attached.

Determining Your Income Benefit Base

On the Issue Date, we set your Income Benefit Base equal to your initial Purchase Payment. Thereafter, your Income Benefit Base is:

• decreased following any withdrawals you take prior to becoming age 59 ¹⁄₂;

• decreased following any withdrawals you take after becoming age 59 ¹⁄₂, if such withdrawal is in excess of the Stored Income Balance at the time of the withdrawal;

• increased by any step-ups as described under “Step-Up Under Income ON Demand” in this Appendix;

• increased to the extent you exercise your one-time option to use any amount of your Stored Income Balance to increase your Income Benefit Base, as described in this Appendix under “How Income ON Demand Works”; and

• increased by any subsequent Purchase Payments you make during the first year following the Issue Date.

Determining Your Stored Income Balance

On the Income ON Demand Coverage Date, your Stored Income Balance will equal your Annual Income Amount (i.e., 5% of your Income Benefit Base on that Date). After the initial Stored Income Balance has been set, your Stored Income Balance:

• increases by 5% of any subsequent Purchase Payments you make during the first year following the Issue Date,

• increases on each Account Anniversary by the amount of your Annual Income Amount determined on that Anniversary,

• decreases by the amount of any withdrawals you take, and

• decreases by the amount you use in exercising your “one-time” option to increase your Income Benefit Base (described below under “How Income ON Demand Works”).

How Income ON Demand Works

Under the terms of Income ON Demand, you can take withdrawals up to the amount of your Stored Income Balance at any time, subject to the terms and conditions discussed below. If your Account Value is reduced to zero(other than as a result of an “early withdrawal” or an “excess withdrawal”), as long as your Income Benefit Base is greater than zero, you will receive your full Annual Income Amount every year until you die. Although your Stored Income Balance will begin accumulating on the Income ON Demand Coverage Date, you may not begin withdrawing your Stored Income Balance until you are (or, for joint-life coverage, the younger spouse is) at least age 59 ¹⁄₂ without reducing your Income Benefit Base. You can continue to withdraw your Stored Income Balance until your Annuity Commencement Date.

Note that the timing and amount of your withdrawals may significantly decrease, and even terminate, your total Income ON Demand Benefit, including reducing your Account Value to zero and thereby terminating your Contract without value, as described further in this Appendix under “Withdrawals Under Income ON Demand” and “Tenth-Year Credit.” Note also that investing in any Fund, other than a Designated Fund, will cancel Income ON Demand as described under “Cancellation of Income ON Demand” in this Appendix.

Your Stored Income Balance can be used in two ways. You can withdraw all or a portion of your Stored Income Balance through partial withdrawals, or you can use all or a portion of your Stored Income Balance to effect a “one-time” increase of your Income Benefit Base.

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Withdrawals from your Stored Income Balance can be taken at any time after age 59 ¹⁄₂ without affecting your Income Benefit Base. If, at any time after age 59 ¹⁄₂ and prior to your Annuity Commencement Date, you make a withdrawal that does not exceed your Stored Income Balance:

• your Stored Income Balance will be decreased by the amount withdrawn, and

• the withdrawal will not be subject to surrender charges.

You also have the option to use all or a portion of your Stored Income Balance to increase your Income Benefit Base. This option allows you to increase your future Annual Income Amount. This option may be exercised only once and must occur prior to your Annuity Commencement Date and prior to the later of your tenth Account Anniversary and the Account Anniversary following your 65th birthday. If you choose to use any portion of your Stored Income Balance to increase your Income Benefit Base:

• your Stored Income Balance will be decreased by the amount used;

• the amount of Stored Income Balance used will be added to your Income Benefit Base; and

• your Annual Income Amount will be reset on your next Account Anniversary to equal 5% of the then Income Benefit Base.

After you exercise this “one-time” option, your new Annual Income Amount will be added to your Stored Income Balance on each Account Anniversary, unless and until there is another occurrence (as noted in this section) that changes your Annual Income Amount.

Here is an example of how Income ON Demand works.

Assume that you are age 60 when your Contract is issued with an initial Purchase Payment of $100,000. Assume you elected to participate in Income ON Demand. Your Income Benefit Base is equal to your initial Purchase Payment on your Issue Date. Your Annual Income Amount is $5,000 (5% of your Income Benefit Base). Therefore, $5,000 will be added each year to your Stored Income Balance.

Year	Annual Income Amount		Stored Income Balance
	(Amount Added to Stored Income Balance)		(Cumulative Balance if No Withdrawals Taken)
1	$5,000	®	$5,000
2	$5,000	®	$10,000
3	$5,000	®	$15,000
4	$5,000	®	$20,000
5	$5,000	®	$25,000
6	$5,000	®	$30,000
7	$5,000	®	$35,000
8	$5,000	®	$40,000
9	$5,000	®	$45,000
10	$5,000	®	$50,000

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Assume that, immediately prior to your tenth Account Anniversary, you decide to use the full amount of your Stored Income Balance ($50,000) to increase your Income Benefit Base. Your Income Benefit Base will be increased to $150,000. Your Annual Income Amount will be $7,500 (5% of your Income Benefit Base). Therefore $7,500 will be added each year to your Stored Income Balance.

Year	Annual Income Amount		Stored Income Balance
	(Amount Added to Stored Income Balance)		(Cumulative Balance if No Withdrawals Taken)
11	$7,500	®	$7,500
12	$7,500	®	$15,000
13	$7,500	®	$22,500
14	$7,500	®	$30,000
15	$7,500	®	$37,500

Assume instead that you decide to take a lump sum withdrawal of $50,000, thus depleting your Stored Income Balance. Your Income Benefit Base will remain at $100,000. Your Annual Income Amount remains at $5,000 (5% of your Income Benefit Base). Therefore $5,000 will be added each year to your Stored Income Balance.

Year	Annual Income Amount		Stored Income Balance
	(Amount Added to Stored Income Balance)		(Cumulative Balance if No Additional Withdrawals)
11	$5,000	®	$5,000
12	$5,000	®	$10,000
13	$5,000	®	$15,000
14	$5,000	®	$20,000
15	$5,000	®	$25,000

Withdrawals Under Income ON Demand

Withdrawals After Age 59 ¹⁄₂

Starting at age 59 ¹⁄₂, you may take annual withdrawals up to your Stored Income Balance without reducing your future Annual Income Amount. These withdrawals will reduce your Stored Income Balance by the full amount of the withdrawal, but will not change your Income Benefit Base. Withdrawals taken after you reach age 59 ¹⁄₂ are subject to withdrawal charges only to the extent they are in excess of the greatest of:

• the free withdrawal amount permitted under your Contract,

• your Stored Income Balance, or

• your yearly Required Minimum Distribution Amount (subject to conditions discussed in this Appendix under “Certain Tax Provisions”).

Here is an example of a partial withdrawal that does not exceed your Stored Income Balance.

Using the facts of the first example, assume that, immediately prior to your tenth Account Anniversary, you decide to take a lump sum withdrawal of $30,000 from the $50,000 in your Stored Income Balance, thus reducing your Stored Income Balance to $20,000. Your Income Benefit Base will remain at $100,000. Your Annual Income Amount will remain at $5,000 (5% of your Income Benefit Base). Therefore $5,000 will be added each year to your Stored Income Balance.

Year	Annual Income Amount		Stored Income Balance
	(Amount Added to Stored Income Balance)		(Cumulative Balance if No Additional Withdrawals)
11	$5,000	®	$25,000
12	$5,000	®	$30,000
13	$5,000	®	$35,000
14	$5,000	®	$40,000
15	$5,000	®	$45,000

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Excess Withdrawals

If you take a withdrawal that exceeds your Stored Income Balance (or your Required Minimum Distribution Amount, if higher), your Income Benefit Base will be reset to equal the lesser of:

• the Income Benefit Base prior to the withdrawal reduced by the amount of the withdrawal in excess of the Stored Income Balance (or your yearly Required Minimum Distribution Amount, if higher), and

• the Account Value after the withdrawal.

Your Annual Income Amount will be recalculated based on the reduced Income Benefit Base. Here is an example of a withdrawal that exceeds your Stored Income Balance, thus reducing future Annual Income Amounts even if the market has performed well.

Using the facts of the first example, assume that, immediately prior to your tenth Account Anniversary, you decide to take a lump sum payment of $60,000 thus exceeding your Stored Income Balance of $50,000. Assume also that your Account Value immediately prior to the withdrawal is $120,000. Your Income Benefit Base will be reset to the lesser of (a) your old Income Benefit Base reduced by the excess of your withdrawal over the Stored Income Balance [$100,000 - ($60,000 - $50,000) = $90,000)] or (b) your new Account Value after the withdrawal ($120,000 - $60,000 = $60,000) or $60,000. Your new Annual Income Amount will be $3,000 (5% of your Income Benefit Base). Therefore $3,000 will be added each year to your Stored Income Balance.

Year	Annual Income Amount		Stored Income Balance
	(Amount Added to Stored Income Balance)		(Cumulative Balance if No Additional Withdrawals)
11	$3,000	®	$3,000
12	$3,000	®	$6,000
13	$3,000	®	$9,000
14	$3,000	®	$12,000
15	$3,000	®	$15,000

Excess withdrawals taken in a down market could even more severely reduce, and even terminate, your benefits under Income ON Demand, including reducing your Account Value to zero and thereby terminating your Contract without value. Here is an example of an excess withdrawal taken after the investment performance of the Designated Funds has reduced your Account Value:

Using the facts of the preceding example, assume that your Account Value immediately prior to the withdrawal is $80,000. Your Income Benefit Base will be reset to equal the lesser of (a) your previous Income Benefit Base reduced by the excess of your withdrawal over the Stored Income Balance [$100,000 - ($60,000 - $50,000) = $90,000)] and (b) your Account Value immediately after the withdrawal ($80,000 - $60,000 = $20,000) or $20,000. Your new Annual Income Amount will be $1,000 (5% of your Income Benefit Base). Therefore, only $1,000 will be added each year to your Stored Income Balance.

Year	Annual Income Amount		Stored Income Balance
	(Amount Added to Stored Income Balance)		(Cumulative Balance if No Additional Withdrawals)
11	$1,000	®	$1,000
12	$1,000	®	$2,000
13	$1,000	®	$3,000
14	$1,000	®	$4,000
15	$1,000	®	$5,000

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Withdrawals Prior to Age 59 ¹⁄₂ (Early Withdrawals)

All withdrawals taken before age 59 ¹⁄₂, including any “free withdrawal amounts,” will be considered “early withdrawals” and the Income Benefit Base will be reset to equal the lesser of:

• the Income Benefit Base prior to the withdrawal reduced by the amount of the withdrawal in excess of the Stored Income Balance (or your yearly Required Minimum Distribution Amount, if higher), and

• the Account Value after the withdrawal.

Your Annual Income Amount will be recalculated based on the reduced Income Benefit Base.

In addition, withdrawals prior to age 59 ¹⁄₂ will also be subject to withdrawal charges, to the extent such withdrawals are in excess of the “free withdrawal amount” permitted under your Contract. Early withdrawals could severely reduce, and even terminate, your benefits under Income ON Demand, including reducing your Account Value to zero and thereby terminating your Contract without value. Here is an example of an early withdrawal taken after the investment performance of the Designated Funds has reduced your Account Value.

Assume that you are age 50 when your Contract is issued with an initial Purchase Payment of $100,000 and that you elected to participate in Income ON Demand. Your Income Benefit Base is set equal to your initial Purchase Payment on your Issue Date ($100,000), but benefits under Income ON Demand do not begin to accrue until the first Account Anniversary after your 55th birthday (your Income ON Demand Coverage Date). Assume also that poor investment performance of your underlying funds has reduced your Account Value to $85,000 by the end of your second Account Year. At that time, you decide to withdraw $5,000, further reducing your Account Value to $80,000. Your Income Benefit Base will be reset to $80,000 which is the lesser of (1) your previous Income Benefit Base reduced by the amount of the withdrawal in excess of the Stored Income Balance ($100,000 - $5,000 = $95,000) and (2) your Account Value immediately after the withdrawal ($85,000 - $5,000 = $80,000). Assuming you take no additional withdrawals prior to your Income ON Demand Coverage Date, your Annual Income Amount will be $4,000 (5% of your Income Benefit Base.)

Year	Income Benefit Base	Annual Income Amount		Stored Income Balance
	(beginning of Account Year)	(Amount Added to Stored Income Balance)		(Cumulative Balance if No Withdrawals Taken)
1	$100,000	$0	®	$0
2	$100,000	$0	®	$0
3	$80,000	$0	®	$0
4	$80,000	$0	®	$0
5	$80,000	$0	®	$0
6	$80,000	$4,000	®	$4,000
7	$80,000	$4,000	®	$8,000
8	$80,000	$4,000	®	$12,000
9	$80,000	$4,000	®	$16,000
10	$80,000	$4,000	®	$20,000

In addition to reducing your benefits under Income ON Demand, any withdrawal before age 59 ¹⁄₂ could have adverse state and federal tax liabilities. You should consult a qualified tax professional for more information.

Depleting Your Account Value

If your Account Value is reduced to zero immediately following an “excess withdrawal” or an “early withdrawal” (as described above), then your Stored Income Balance and your Income Benefit Base will both be reduced to zero and your Contract will terminate without value. Therefore, your Contract, as well as any benefits available with Income ON Demand, will end.

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If, on the other hand, your Account Value is reduced to zero through any combination of poor investment performance of the Designated Funds, Contract charges, and withdrawals other than excess or early withdrawals, your Income Benefit Base will not be reduced. Your Contract will therefore end, but Income ON Demand will continue. That is to say, regardless of your age on the day the Account Value is reduced to zero, you will be entitled to receive annual payments. These payments will be equal to 5% of the amount of your Income Benefit Base, as determined on that day and increased (if you choose) by any remaining Stored Income Balance as described below. These payments will begin on the first Account Anniversary after your Account Value goes to zero and continue for as long as you live. If you elected joint-life coverage, the payments will continue until the death of both you and your spouse as described in this Appendix under “Death of Participant Under Income ON Demand with Joint-Life Coverage.” If you have any remaining Stored Income Balance on the day your Account Value is reduced to zero, you will be notified that, before you begin to receive your “annual lifetime payments,” you must deplete your Stored Income Balance by:

(a) taking a lump sum withdrawal of your remaining Stored Income Balance,

(b) using the remaining amount of your Stored Income Balance to increase your Income Benefit Base (and thus the amount of your “annual lifetime payments”), if you have not already exercised this one-time option as described in this Appendix under “How Income ON Demand Works,” or

(c) using a combination of (a) and (b).

Because the Contract has ended, a lump sum withdrawal will not be subject to any withdrawal charges. You should be aware, however, that a lump sum withdrawal could be subject to state and federal income tax liability. You should consult a qualified tax professional for more information.

Cost of Income ON Demand

If you elected Income ON Demand, we will deduct a quarterly fee from your Account Value (“Income ON Demand Fee”). The Income ON Demand Fee will be taken as a specific deduction from your Account Value on the last valuation day of each Account Quarter. The Fee will be a percentage of your Income Benefit Base. This percentage rate will equal 0.1625% of your Income Benefit Base on the last day of the Account Quarter, if you elected single-life coverage (0.2125% for joint-life coverage). The maximum Income ON Demand Fee you can pay in any one Account Year is equal to 0.65% of the highest Income Benefit Base at any point in that Account Year, if you elected single-life coverage (0.85% for joint-life coverage).

Your Income ON Demand Fee will not change during an Account Year, unless you take one of the following specific actions:

• If you make an additional Purchase Payment during your first Account Year, you will increase your Income Benefit Base and thus your Income ON Demand Fee.

• If you take advantage of the one-time option to use all or a portion of your Stored Income Balance to increase your Income Benefit Base and thus your Income ON Demand Fee.

• If you make a withdrawal prior to age 59 ¹⁄₂ or a withdrawal in excess of your Stored Income Balance, you will decrease your Income Benefit Base and thus your Income ON Demand Fee.

The investment performance of the Designated Funds will not affect your Income ON Demand Fee during an Account Year. However, as stated in this Appendix under “Step-Up Under Income ON Demand,” favorable investment performance may cause the Income Benefit Base to increase on an Account Anniversary. That would also increase your Income ON Demand Fee.

We will continue to deduct the Income ON Demand Fee until you annuitize your Contract, your Account Value reduces to zero, or your Income ON Demand Benefit is cancelled as described under “Cancellation of Income ON Demand” in this Appendix.

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Tenth-Year Credit

If you make no withdrawals during your first ten Account Years, on your tenth Account Anniversary, we will credit your Account Value with an amount equal to the excess, if any, of your total Purchase Payments over your then Account Value. Your Income Benefit Base will not change. This tenth-year credit will be allocated to the Designated Fund in which you are invested at the time.

Step-Up Under Income ON Demand

Regardless of your age on the Issue Date, on each Account Anniversary prior to your Maximum Annuity Commencement Date, we will automatically step-up your Income Benefit Base, provided that you satisfy certain requirements. First, you must meet eligibility requirements:

• Your Account Value less your Stored Income Balance must equal no more than $5,000,000. (For purposes of determining the $5,000,000 limit, we reserve the right, in our sole discretion, to aggregate your Account Value with the account values of all other variable annuity contracts you own issued by Delaware Life or its affiliates.)

• Your Account Value less your Stored Income Balance must be greater than your current Income Benefit Base. (If you have not yet reached your Income ON Demand Coverage Date and therefore do not yet have a Stored Income Balance, your Account Value must only be greater than your current Income Benefit Base.)

If you satisfy the eligibility requirements, we then consider whether market conditions have caused us to increase the percentage rate used to calculate the Income ON Demand Fee on newly issued Contracts. If we are no longer issuing Contracts with the Income ON Demand rider then the percentage rate we use to calculate your Income ON Demand Fee will be set based upon current market conditions at that time. Significant changes in stock market prices, interest rate fluctuations, and competitive industry trends are among the market conditions we consider in whether to change the fee.

• If we have not had to increase the percentage rate as described above, the percentage rate we use to calculate your Income ON Demand Fee will remain unchanged and we will automatically step-up your Income Benefit Base.

• If we have had to increase the percentage rate as described above, we offer you the opportunity to step-up at the higher percentage rate. In this case, your written consent is required to accept the higher percentage rate used to calculate your Income ON Demand Fee and step-up Income ON Demand. If you do not consent to the step-up and higher percentage, the step-up will not be implemented and all subsequent step-ups under Income ON Demand will also be suspended. You may thereafter submit an election form to us, however, in order to consent to the then-applicable percentage rate and thus reactivate subsequent automatic step-ups.

At the time of step-up, the step-up will increase your Income Benefit Base to an amount equal to your Account Value less your Stored Income Balance. After the step-up, your Annual Income Amount will be 5% of your new Income Benefit Base.

Joint-Life Coverage

On the Issue Date, you had the option of electing Income ON Demand with single-life coverage or, for a higher Income ON Demand Fee, with joint-life coverage. Once you make the election, you cannot switch between joint-life and single-life coverage, regardless of any change in life events. Joint-life coverage is not available if you are unmarried on the Issue Date.

Joint-life coverage can be elected on an individually-owned Contract or on a co-owned Contract. On an individually-owned Contract, joint-life coverage is available only if your spouse is the sole beneficiary on the Issue Date and remains the sole beneficiary while Income ON Demand is in effect. On a co-owned Contract, joint-life coverage is available only if you and your spouse are the only co-owners on the Issue Date and remain so while Income ON

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Demand is in effect. Whereas single-life coverage provides an Annual Income Amount only until any Participant dies, joint-life coverage provides an Annual Income Amount for as long as either you or your spouse is alive. Note that, for joint-life coverage to continue after the death of any Participant, the surviving spouse must elect to continue the contract through the “Spousal Continuance” provision. See also “Death of Participant Under Income ON Demand with Joint-Life Coverage” in this Appendix.

If you have elected joint-life coverage, the Income On Demand Coverage Date will be your Issue Date if the younger spouse is at least age 55 on the Issue Date, and will be the first Account Anniversary after the younger spouse attains (or would have attained) age 55 if the younger spouse is less than age 55 on the Issue Date. (For purposes of joint-life coverage, the younger spouse refers to the person who was the younger spouse on the Issue date, even if that person has died or is no longer married to the person who was his or her spouse on the Issue Date.) On the Income On Demand Coverage Date, your Annual Income Amount will be calculated and begin accumulating. If withdrawals of the Stored Income Balance are taken before the date the younger spouse attains (or would have attained) age 59 ¹⁄₂, the withdrawal will be considered an “early withdrawal,” and the Income Benefit Base will be reduced.

The two spouses on the Issue Date are the only two people covered under the joint-life feature. If a Participant remarries, the new spouse is not covered under the joint-life feature. Therefore, if the spouse on the Issue Date is no longer your spouse, the Income ON Demand benefits continue for your life and, when you die, annual withdrawals are no longer available. Note that, when you elect joint-life coverage, you also elect the higher joint-life fee. That fee will not change as long as Income ON Demand is in effect, regardless of any change in life events.

If one spouse is significantly younger than the other spouse, you should carefully consider whether joint-life coverage is an appropriate choice in light of the possibly long waiting period before the benefit begins to store income and in light of the higher fee for joint-life coverage.

Joint-life coverage may not be available on all Contracts.

Cancellation of Income ON Demand

Should you decide that Income ON Demand is no longer appropriate for you, you may cancel it at any time. Upon cancellation, all benefits and charges under Income ON Demand shall cease. Once cancelled, the Rider cannot be reinstated.

Although transfers among the Designated Funds are permitted as described under “Transfer Privilege,” Income ON Demand will be cancelled automatically:

• if any Purchase Payment is allocated to an investment option other than a Designated Fund; or

• if any portion of Account Value maintained in a Designated Fund is transferred into an investment option other than a Designated Fund.

A change of ownership of the Contract may also cancel Income ON Demand.

Death of Participant Under Income ON Demand with Single-Life Coverage

If you selected single-life coverage, Income ON Demand terminates on the death of any Participant and the Beneficiary may elect to exercise any of the available options under the Death Benefit provisions of the Contract. Alternately, the Beneficiary may elect to receive the Stored Income Balance. If your surviving spouse is the sole Beneficiary and elects to continue the Contract, your spouse has the additional option of electing to participate in a new Income ON Demand Rider on the original Contract (assuming that, at the time of such election, Income ON Demand is available to new Participants and your surviving spouse meets certain eligibility requirements). If the surviving spouse makes such election:

• the new Account Value will be the greater of the Stored Income Balance on the original Contract or the Death Benefit;

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• the new Income ON Demand Fee will be set by us based on market conditions at the time and may be higher than the current Income ON Demand Fee;

• the new Income Benefit Base will be equal to the Account Value after any Death Benefit has been credited; and

• the new Stored Income Balance will be reset to zero.

Death of Participant Under Income ON Demand with Joint-Life Coverage

If the surviving spouse on the Death Benefit Date was not the spouse of a Participant on the original Contract’s Issue Date, then this section does not apply, even if joint-life coverage was elected. In such case, if a Participant dies while participating in Income ON Demand, the provisions of the section in this Appendix titled “Death of Participant Under Income ON Demand with Single-Life Coverage” will apply.

If you purchased joint-life coverage and one of the Participants dies, Income ON Demand will continue, provided that the surviving spouse, as the sole beneficiary, continues the Contract. In such case:

• the new Account Value will be equal to the Death Benefit;

• the Stored Income Balance will remain unchanged;

• the Income Benefit Base will remain unchanged until the next Account Anniversary when a step-up could apply due to an increase in Account Value (see “Step-Up Under Income ON Demand” in this Appendix);

• on each Account Anniversary, the Annual Income Amount will be equal to the Income Benefit Base multiplied by 5%; and

• the Income ON Demand fee for the joint-life coverage option will continue for the surviving spouse as it was immediately prior to the death of the Participant.

At the death of the surviving spouse, the Contract, including Income ON Demand, terminates.

If you purchased joint life coverage and the deceased Participant’s surviving spouse does not continue the Contract, your Beneficiary may elect any available option under the Death Benefit provisions of the Contract.

Annuitization Under Income ON Demand

Under the terms of Income ON Demand, if your Account Value is greater than zero on your Maximum Annuity Commencement Date, you may elect to:

(1) surrender your Contract and receive your Cash Surrender Value (or your Stored Income Balance, if greater),

(2) annuitize your Account Value under one of the then currently available Annuity Options, or

(3) (a) receive any remaining Stored Income Balance in a single sum and (b) annuitize your remaining Account Value as a single-life annuity (or a joint-life annuity, if joint-life coverage was elected at issue and you are still eligible to receive it) with an annualized annuity payment of not less than 5% of your then current Income Benefit Base.

If you make no election, we will default your choice to option 3.

If your Account Value has been reduced to zero (other than as a result of an “early withdrawal” or an “excess withdrawal”), and your Income Benefit Base is greater than zero on or before your Maximum Annuity Commencement Date, you will receive your full Annual Income Amount each year until you die. For a more complete discussion of this, see “Depleting Your Account Value” in this Appendix.

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Certain Tax Provisions

Certain state and federal income tax provisions may be important to you in connection with a living benefit, such as Income ON Demand. When you elect to participate in Income ON Demand, you may withdraw annual amounts up to the Yearly RMD Amount without affecting your benefits under Income ON Demand, subject to the conditions stated below. In the event that your Yearly RMD Amount attributable to your Contract is greater than your Stored Income Balance, we are currently waiving the withdrawal provisions under Income ON Demand as follows. If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in Income ON Demand, we reduce your Account Value and your Stored Income Balance, dollar for dollar, by the amount of the withdrawal to a value not less than zero. We will not, however, penalize you if the current Federal Tax Laws require you to withdraw from your Contract an amount greater than your Stored Income Balance. In other words, if a Yearly RMD Amount exceeds your Stored Income Balance, we will reduce your Stored Income Balance, but we will not reduce your Income Benefit Base, provided that:

• you withdraw your Qualified Contract’s first Yearly RMD Amount in the calendar year you attain age 70 ¹⁄₂ rather than postponing the withdrawal of that Amount until the first quarter of the next calendar year, and

• you do not make any withdrawal from your Qualified Contract that would result in you receiving, in any Account Year, more than one calendar year’s Yearly RMD Amount.

If there is any change to the current Code or IRS rules governing the timing or determination of RMD Amounts (including, but not limited to, amendments to the current IRS regulations or the issuance of IRS guidance), we reserve the right, in our sole discretion, to reduce your Stored Income Balance and your Income Benefit Base, or both of these amounts, per the terms of the Income ON Demand Rider regarding excess withdrawals (see “Withdrawals Under Income ON Demand”), when a Yearly RMD Amount withdrawn from your Contract exceeds your Stored Income Balance. Notice will be given to Contract Owners before we exercise this right.

For further discussion of some of these provisions, please refer to “TAX PROVISIONS - Impact of Optional Death Benefits and Optional Living Benefits” in the Prospectus to which this Appendix is attached.

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APPENDIX K -

Income ON Demand^® II

The optional living benefit known as Income ON Demand II (“IOD II” or “the rider”) was available for Contracts purchased on or after October 20, 2008 and prior to February 17, 2009. The following information applies to your Contract if you elected to participate in IOD II. IOD II is no longer available for sale on new Contracts.

To describe how IOD II works, we use the following definitions:

Annual Income Amount: The amount added to your Stored Income Balance on each Account Anniversary during your Stored Income Period. It is equal to 5% of your Income Benefit Base on the date of crediting.

Early Withdrawal: Any withdrawal taken prior to your First Withdrawal Date.

Excess Withdrawal: Any withdrawal taken after your First Withdrawal Date that exceeds your Stored Income Balance (or your Required Minimum Distribution Amount, if greater).

Fee Base: The amount used to calculate your “IOD II Fee” (see “Cost of IOD II”).

First Withdrawal Date: Your Issue Date if you are at least age 59 at issue, otherwise the first Account Anniversary after you attain age 59.

Income Benefit Base: The amount used to calculate your Annual Income Amount for IOD II.

Stored Income Balance: The amount you may withdraw at any time after your First Withdrawal Date without reducing your benefits under IOD II.

Stored Income Period: A period beginning on your Issue Date if you are at least age 50 at issue, otherwise the first Account Anniversary following your 50^th birthday, ending on your Annuity Commencement Date.

You and Your: The terms “you” and “your” refer to the oldest living Participant or the surviving spouse of the oldest Participant, as described under the sections entitled “Death of Participant Under IOD II with Single-Life Coverage” and “Death of Participant Under IOD II with Joint-Life Coverage.” In the case of a non-natural Participant, these terms refer to the oldest living Annuitant.

Upon annuitization, IOD II and any elected optional death benefit automatically terminate.

IOD II allows you to withdraw a guaranteed amount each year, beginning after your First Withdrawal Date, until the death of any Participant if single-life coverage is elected (or until the death of both the Participant and the Participant’s spouse if joint-life coverage is elected), regardless of the investment performance of the Designated Funds, provided that you comply with certain requirements. The amount you can withdraw, in any one year, is based on 5% of your Income Benefit Base. Any amount that you do not withdraw in a given Account Year will remain in the Stored Income Balance and can be withdrawn at any time in the future.

If you are participating in IOD II, you may make Purchase Payments only during your first Account Year. After the first Account Anniversary, any Purchase Payments you submit will be returned to you.

To participate in IOD II, all of your Account Value must be invested only in Designated Funds at all times during the term of IOD II. (The term of IOD II is for life, unless your Income Benefit Base is reduced to zero or your benefits under IOD II are terminated or cancelled as described in this Appendix under “Cancellation of IOD II,” “Depleting Your Account Value,” and “Annuitization Under IOD II.”) The only Funds, dollar-cost averaging program options, and asset allocation models that currently qualify as Designated Funds are shown in the section entitled “DESIGNATED FUNDS” in the prospectus to which this Appendix is attached.

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You also have the option of choosing between single-life coverage and joint-life coverage. These options are described in greater detail in this Appendix under “Joint-Life Coverage” and the sections entitled “Death of Participant Under IOD II with Single-Life Coverage” and “Death of Participant Under IOD II with Joint-Life Coverage.”

Determining Your Income Benefit Base

On the Issue Date, we set your Income Benefit Base equal to your initial Purchase Payment. Thereafter, your Income Benefit Base is:

• increased on each Account Anniversary by any step-ups as described under “Step-Up Under IOD II” in this Appendix;

• increased to the extent that you exercise your one-time option to use any amount of your Stored Income Balance to increase your Income Benefit Base, as described under “How IOD II Works” in this Appendix;

• increased by any subsequent Purchase Payments you make during the first year following the Issue Date;

• decreased following any Early Withdrawals you take, as described under “Early Withdrawals” in this Appendix; and

• decreased following any Excess Withdrawals you take, as described under “Excess Withdrawals” in this Appendix.

Determining Your Stored Income Balance

At the beginning of the Stored Income Period, your Stored Income Balance will equal your Annual Income Amount (i.e., 5% of your Income Benefit Base on that Date). Thereafter, your Stored Income Balance is:

• increased by 5% of any subsequent Purchase Payments you make during the first year following the Issue Date;

• increased on each Account Anniversary by your Annual Income Amount determined on that Anniversary;

• decreased by the amount of any withdrawals you take, on or after your First Withdrawal Date, up to the amount of your Stored Income Balance;

• decreased to $0 if you take an Excess Withdrawal;

• decreased in proportion to the change in your Account Value if you take an Early Withdrawal; and

• decreased by the amount you use in exercising your one-time option to increase your Income Benefit Base (described under “How IOD II Works”).

How IOD II Works

Under the terms of IOD II, you can take withdrawals up to the amount of your Stored Income Balance beginning on your First Withdrawal Date, subject to the terms and conditions discussed below. You can use all or a portion of your Stored Income Balance to effect a one-time increase of your Income Benefit Base prior to your Annuity Commencement Date. If your Account Value is reduced to zero (other than as a result of an Early Withdrawal or an Excess Withdrawal), and your Income Benefit Base is greater than zero, you will receive your full Annual Income Amount every year until you die.

Withdrawals from your Stored Income Balance can be taken at any time beginning on your First Withdrawal Date and prior to your Annuity Commencement Date without affecting your Income Benefit Base. If, beginning on your First Withdrawal Date, you make a withdrawal that does not exceed your Stored Income Balance:

• your Stored Income Balance will be decreased by the amount withdrawn; and

• the withdrawal will not be subject to withdrawal charges.

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You also have the option to use all or a portion of your Stored Income Balance to increase your Income Benefit Base. This option allows you to increase your future Annual Income Amount. While your Contract is in force, you may exercise this option only once and you must do so prior to your Annuity Commencement Date. If you choose to use any portion of your Stored Income Balance to increase your Income Benefit Base:

• your Stored Income Balance will be decreased by the amount used;

• the amount of your Stored Income Balance used will be added to your Income Benefit Base; and

• your new Annual Income Amount on your next Account Anniversary will equal 5% of your new Income Benefit Base.

Here is an example of how IOD II works:

Assume that you are age 60 when your Contract is issued with an initial Purchase Payment of $100,000. Assume you elect to participate in IOD II with single-life coverage and investment performance of the Designated Funds is constant over the years. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Income Benefit Base is equal to your initial Purchase Payment on your Issue Date. Your Annual Income Amount is $5,000 (5% of your Income Benefit Base). Therefore, $5,000 will be added each year to your Stored Income Balance. All values shown are as of the beginning of the Account Year.

Year	Account Value		Income Benefit Base		Annual Income Amount		Withdrawal		Stored Income Balance
1	$	100,000	$	100,000	$	5,000	$	0	$	5,000
2	$	100,000	$	100,000	$	5,000	$	0	$	10,000
3	$	100,000	$	100,000	$	5,000	$	0	$	15,000
4	$	100,000	$	100,000	$	5,000	$	0	$	20,000

During your fifth Account Year, you use the full amount of your Stored Income Balance ($25,000) to increase your Income Benefit Base. On your next Account Anniversary, your Income Benefit Base will be increased to $125,000 and your Annual Income Amount will be $6,250 (5% of your Income Benefit Base). Therefore $6,250 will be added each year to your Stored Income Balance unless your Annual Income Amount changes.

Year	Account Value	Income Benefit Base	Annual Income Amount	Withdrawal	Stored Income Balance
5	$100,000	$100,000	$5,000	$0	$25,000
6	$100,000	$125,000	$6,250	$0	$6,250
7	$100,000	$125,000	$6,250	$0	$12,500
8	$100,000	$125,000	$6,250	$0	$18,750

Each year thereafter, the Annual Income Amount will be added to the Stored Income Balance in the same manner.

Assume instead that, during your fifth Account Year, you take a withdrawal of $25,000, thereby reducing your Stored Income Balance to $0. On your next Account Anniversary your Income Benefit Base will remain at $100,000 and your Annual Income Amount remains at $5,000 (5% of your Income Benefit Base). Therefore $5,000 will be added each year to your Stored Income Balance unless your Annual Income Amount changes.

Year	Account Value	Income Benefit Base	Annual Income Amount	Withdrawal	Stored Income Balance
5	$100,000	$100,000	$5,000	$25,000	$0
6	$75,000	$100,000	$5,000	$0	$5,000
7	$75,000	$100,000	$5,000	$0	$10,000
8	$75,000	$100,000	$5,000	$0	$15,000

Each year thereafter, the Annual Income Amount will be added to the Stored Income Balance in the same manner.

Early Withdrawals and Excess Withdrawals may significantly decrease, and even terminate your benefits under IOD II, including reducing your Account Value to zero and thereby terminating your Contract without value, as

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described further in this Appendix under “Withdrawals Under IOD II.” Even if your Stored Income Period has begun, withdrawals prior to your First Withdrawal Date are considered Early Withdrawals. Investing in any Fund, other than a Designated Fund, will cancel IOD II as described under “Cancellation of IOD II” in this Appendix.

Withdrawals Under IOD II

Withdrawals After Your First Withdrawal Date

Starting on your First Withdrawal Date and continuing to your Annuity Commencement Date you may take annual withdrawals up to your Stored Income Balance without reducing your future Annual Income Amount. These withdrawals will reduce your Stored Income Balance by the full amount of the withdrawal, but will not change your Income Benefit Base. This is shown in the example above.

Withdrawals taken after your First Withdrawal Date and during the withdrawal charge period permitted under your Contract are subject to withdrawal charges only to the extent they are in excess of the greatest of:

• the free withdrawal amount permitted under your Contract;

• your Stored Income Balance; or

• your Yearly Required Minimum Distribution Amount (subject to conditions discussed in this Appendix under “Certain Tax Provisions”).

Excess Withdrawals

If you take an Excess Withdrawal, your Income Benefit Base will be reduced according to the following formula:

Your new Income Benefit Base	=	IBB x	(	AV - WD	)
				AV - SB

Where:
	IBB	=	Your Income Benefit Base immediately prior to the Excess Withdrawal.
	WD	=	The amount of the Excess Withdrawal.
	SB	=	Your Stored Income Balance (or your Required Minimum Distribution Amount, if greater) immediately prior to the Excess Withdrawal.
	AV	=	Your Account Value immediately prior to the Excess Withdrawal.

Your Annual Income Amount will be recalculated based on the reduced Income Benefit Base. Here is an example of an Excess Withdrawal.

Using the same facts as the previous example, assume that in your fifth Account Year you take a withdrawal of $50,000, exceeding your Stored Income Balance. Assume that, due to poor investment performance during the fifth Account Year, your Account Value was $90,000 immediately prior to the withdrawal. Your Income Benefit Base will be reduced to $61,538 as shown below.

Year	Account Value	Income Benefit Base	Annual Income Amount	Withdrawal	Stored Income Balance
5	$100,000	$100,000	$5,000	$50,000	$0
6	$40,000	$61,538	$3,077	$0	$3,077
7	$40,000	$61,538	$3,077	$0	$6,154
8	$40,000	$61,538	$3,077	$0	$9,231

Each year thereafter, the Annual Income Amount will be added to the Stored Income Balance in the same manner.

Your new Income Benefit Base	=	$	100,000 x	(	$90,000 -  $50,000	)	=	$	61,538
					$90,000 - $25,000

Excess Withdrawals taken in a down market could severely reduce, and even terminate, your benefits under IOD II, including reducing your Account Value to zero and thereby terminating your Contract without value.

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Early Withdrawals

All withdrawals taken before your First Withdrawal Date, including any “free withdrawal amounts” permitted under your Contract, will be considered Early Withdrawals and the Income Benefit Base and the Stored Income Balance will be reduced using the following formulas:

Your new Income Benefit Base	=	IBB x	(	AV - WD	)
				AV
Your new Stored Income Balance	=	SB x	(	AV - WD	)
				AV

Where:
	IBB	=	Your Income Benefit Base immediately prior to the Early Withdrawal.
	SB	=	Your Stored Income Balance immediately prior to the Early Withdrawal.
	WD	=	The amount of the Early Withdrawal.
	AV	=	Your Account Value immediately prior to the Early Withdrawal.

Your future Annual Income Amount will be recalculated based on the reduced Income Benefit Base.

In addition, Early Withdrawals will also be subject to withdrawal charges, to the extent that such withdrawals are in excess of the “free withdrawal amount” permitted under your Contract. Early Withdrawals could severely reduce, and even terminate, your benefits under IOD II, including reducing your Account Value to zero and thereby terminating your Contract without value.

In addition to reducing your benefits under IOD II, any withdrawal before age 59 ¹⁄₂ could have adverse state and federal tax liabilities. You should consult a qualified tax professional for more information.

Depleting Your Account Value

If your Account Value is reduced to zero immediately following an Early Withdrawal or an Excess Withdrawal (as described above), then your Stored Income Balance and your Income Benefit Base will both be reduced to zero and your Contract will terminate without value. Therefore, your Contract, as well as any benefits available with IOD II will end.

If your Account Value is reduced to zero through any combination of poor investment performance of the Designated Funds, Contract charges, and withdrawals other than Excess Withdrawals or Early Withdrawals, your Income Benefit Base will not be reduced. Your Contract will end. You will be entitled to receive annual payments equal to 5% of the amount of your Income Benefit Base. Prior to determining your annual payments, you may increase your Income Benefit Base by any remaining Stored Income Balance as described below. These payments will continue for as long as you live. If you elected joint-life coverage, the payments will continue as long as either you or your spouse are alive as described in this Appendix under “Death of Participant Under IOD II with Joint-Life Coverage.” If you have any remaining Stored Income Balance on the day your Account Value is reduced to zero, you will be notified that, before you begin to receive your “annual lifetime payments,” you must deplete your Stored Income Balance by:

(a) withdrawing your remaining Stored Income Balance;

(b) applying the remaining amount of your Stored Income Balance to increase your Income Benefit Base (and thus the amount of your “annual lifetime payments”); or

(c) using a combination of (a) and (b).

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Because the Contract has ended, the amount of these annual lifetime payments will not change and they will not be subject to any withdrawal charges. You should be aware, however, that they could be subject to state and federal income tax liability. You should consult a qualified tax professional for more information.

Cost of IOD II

If you elected IOD II, we will deduct a quarterly fee from your Account Value (“IOD II Fee”). The IOD II Fee will be taken as a specific deduction from your Account Value on the last valuation day of each Account Quarter and will equal 0.1625 % of your Fee Base on that day, if you elected single-life coverage (0.2125% for joint-life coverage). On an annual basis, the IOD II Fee is equal to 0.65% of your Fee Base if you elected single-life coverage (0.85% for joint-life coverage). We reserve the right to increase the percentage rate used to calculate the IOD II Fee on newly issued Contracts.

During the first Account Year, your Fee Base is equal to your Income Benefit Base. On each Account Anniversary, the Fee Base is recalculated. Your new Fee Base will be reset to equal your Income Benefit Base plus your Stored Income Balance (if any) less your Annual Income Amount for that year if this recalculated amount is higher than your current Fee Base. In the event that the recalculated amount is not greater than your current Fee Base, we will continue to calculate your IOD II Fee based upon your current Fee Base until, at least, your next Account Anniversary. Note that, although your IOD II Fee may increase, it will never decrease.

For the most part, we calculate your Fee Base only on your Account Anniversary. However, we will recalculate your Fee Base between Account Anniversaries, if you take an Early Withdrawal or Excess Withdrawal or make additional Purchase Payments during your first Account Year.

If you take an Excess Withdrawal during your Stored Income Period, your Fee Base will be decreased by the following formula:

Your new Fee Base	=	Fee Base x	(	AV - WD	)
				AV - SB

If you take an Early Withdrawal, your Fee Base will be decreased by the following formula:

Your new Fee Base	=	Fee Base x	(	AV - WD	)
				AV

Where:
	Fee Base	=	Your Fee Base immediately prior to the Early/Excess Withdrawal.
	WD	=	The amount of the Early/Excess Withdrawal.
	SB	=	Your Stored Income Balance (if any) immediately prior to the Excess Withdrawal.
	AV	=	Your Account Value immediately prior to the Early/Excess Withdrawal.

Any additional Purchase Payment you make during your first Account Year will increase your Income Benefit Base as described in this Appendix under “Determining Your Income Benefit Base.” Therefore, your Fee Base will increase by any additional Purchase Payments made.

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Here is an example of how we calculate your Fee Base:

Assume that you are age 60 when your Contract is issued with an initial Purchase Payment of $100,000. Assume you elected to participate in IOD II with single-life coverage and investment performance of the Designated Funds is constant over the years. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Income Benefit Base is equal to your initial Purchase Payment on your Issue Date. At issue, your Annual Income Amount is $5,000 (5% of your Income Benefit Base). All values are shown as of the beginning of the Account Year.

During the Stored Income Period, the Fee Base is reset at the beginning of the Contract Year to equal your Income Benefit Base plus your Stored Income Balance less your Annual Income Amount, if that amount is greater than the previous Fee Base. For example, in Contract Year 4, the Fee Base is set equal to the Income Benefit Base ($100,000) plus the Stored Income Balance ($20,000) less your Annual Income Amount ($5,000) if that amount ($115,000) is greater than the previous Fee Base ($110,000).

Year	Income Benefit Base	Annual Income Amount	Stored Income Balance			Fee Base
			Beginning of year	Withdrawal Amount	End of year
1	$100,000	$5,000	$5,000	$0	$5,000	$100,000
2	$100,000	$5,000	$10,000	$0	$10,000	$105,000
3	$100,000	$5,000	$15,000	$0	$15,000	$110,000
4	$100,000	$5,000	$20,000	$0	$20,000	$115,000

Assume, instead, that in your fourth Account Year you take a $20,000 withdrawal. At the beginning of your fifth Account Year, your Income Benefit Base ($100,000) plus your Stored Income Balance ($5,000) less your Annual Income Amount ($5,000) is less than the current Fee Base ($115,000), so there is no change to the Fee Base, as shown below.

Year	Income Benefit Base	Annual Income Amount	Stored Income Balance			Fee Base
			Beginning of year	Withdrawal Amount	End of year
4	$100,000	$5,000	$20,000	$20,000	$0	$115,000
5	$100,000	$5,000	$5,000	$0	$5,000	$115,000
6	$100,000	$5,000	$10,000	$0	$10,000	$115,000
7	$100,000	$5,000	$15,000	$0	$15,000	$115,000
8	$100,000	$5,000	$20,000	$0	$20,000	$115,000
9	$100,000	$5,000	$25,000	$0	$25,000	$120,000

On each Account Anniversary thereafter, your Fee Base is recalculated and reset if necessary.

Your IOD II Fee will not change during an Account Year, unless you take one of the following specific actions:

• If you make an additional Purchase Payment during your first Account Year, you will increase your Fee Base and thus your IOD II Fee.

• If you make an Early Withdrawal or an Excess Withdrawal, you will decrease your Fee Base and thus your IOD II Fee.

In addition, on your Account Anniversary, the IOD II Fee may also change if we increase the percentage used to calculate the IOD II Fee as described below under “Step-Up Under IOD II.”

The investment performance of the Designated Funds will not affect your IOD II Fee during an Account Year. However, as stated below under “Step-Up Under IOD II,” favorable investment performance may cause the Income Benefit Base to increase on an Account Anniversary, and thus increase your IOD II Fee.

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We will continue to deduct the IOD II Fee until you annuitize your Contract, your Account Value reduces to zero, or your benefits under IOD II are cancelled as described under “Cancellation of IOD II” in this Appendix.

Step-Up Under IOD II

Regardless of your age on the Issue Date, on each Account Anniversary prior to your Annuity Commencement Date, we will automatically step-up your Income Benefit Base, provided that you satisfy certain requirements. First, you must meet eligibility requirements:

• Your Account Value less your Stored Income Balance must equal no more than $5,000,000. (For purposes of determining the $5,000,000 limit, we reserve the right, in our sole discretion, to aggregate your Account Value with the account values of all other variable annuity contracts you own issued by Delaware Life or its affiliates.)

• Your highest quarter-end Account Value (adjusted for subsequent purchase payments and withdrawals) during the most recent Account Year (“Highest Quarterly Value”) minus your Stored Income Balance must be greater than your current Income Benefit Base. (If you have not yet reached your Stored Income Period and therefore do not yet have a Stored Income Balance, your highest quarter-end Account Value must only be greater than your current Income Benefit Base.)

Second, if you satisfy the eligibility requirements, we then consider whether market conditions have caused us to increase the percentage rate used to calculate the IOD II Fee on newly issued Contracts. If we are no longer issuing Contracts with IOD II, then the percentage rate we use to calculate your IOD II Fee will be set based upon current market conditions at that time. Significant changes in stock market prices, interest rate fluctuations, and competitive industry trends are among the market conditions we consider in whether to change the fee.

• If we have not had to increase the percentage rate as described above, the percentage rate we use to calculate your IOD II Fee will remain unchanged and we will automatically step-up your Income Benefit Base.

• If we have had to increase the percentage rate as described above, we offer you the opportunity to step-up at the higher percentage rate. In this case, your written consent is required to accept the higher percentage rate used to calculate your IOD II Fee and step-up your Income Benefit Base. If you do not consent to the step-up and higher percentage, the step-up will not be implemented and all subsequent step-ups of your Income Benefit Base will also be suspended. You may thereafter submit an election form to us, however, in order to consent to the then-applicable percentage rate and thus reactivate subsequent automatic step-ups.

At the time of step-up, we will increase your Income Benefit Base to an amount equal to the highest adjusted quarterly Account Value less your Stored Income Balance, if such amount exceeds your current Income Benefit Base. After the step-up, your Annual Income Amount will be 5% of your new Income Benefit Base.

Here are examples of how step-up works under a few different circumstances:

Assume that you are 60 years old when you purchase a Contract with an initial Purchase Payment of $100,000, and that you elect to participate in IOD II with single-life coverage. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Income Benefit Base is equal to your initial Purchase Payment. Your Annual Income Amount is $5,000 (5% of your Income Benefit Base). Your initial Stored Income Balance is $5,000.

In each of the four examples, Account Values shown are as of the last day of each Account Quarter. Adjustments are made on the day a Purchase Payment or withdrawal is made.

The Account Values on each of your four Account Quarters are $113,000, $108,000, $90,000, and $103,000, respectively. No additional Purchase Payments are made and no withdrawals are taken, so no adjustments to these values are necessary. Your Stored Income Balance at the end of the fourth Account Quarter is $5,000. The highest adjusted quarterly value is $113,000. Your new Income Benefit Base is set to equal $108,000 ($113,000 - $5,000) since that amount exceeds your previous Income Benefit Base.

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Time	Account Value		Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)	Income Benefit Base
Issue		$100,000	n/a	n/a	$100,000
End of First Quarter		$113,000	n/a	$113,000	$100,000
End of Second Quarter		$108,000	n/a	$108,000	$100,000
End of Third Quarter		$90,000	n/a	$90,000	$100,000
End of Fourth Quarter (before step-up)		$103,000	n/a	$103,000	$100,000
Highest Quarterly Value (after adjustments)				$113,000
Stored Income Balance at end of fourth quarter			$5,000
Step-up comparison		Is ($113,000 - $5,000) greater than $100,000? Yes, so step-up.
On the Account Anniversary (after step-up):
New Income Benefit Base =		$108,000	Highest Quarterly Value (after adjustments) less the Stored Income Balance.
New Annual Income Amount =		$5,400	$108,000 x 5%
New Stored Income Balance =		$10,400	Stored Income Balance at the end of the fourth Account Quarter plus the new Annual Income Amount.
Please note: The end of the fourth Account Quarter and the Account Anniversary are the same day. We only make the distinction to separate values before and after step-up.

If you make an additional Purchase Payment during your first Account Year, your Account Value and your Income Benefit Base are each immediately increased by the amount of the additional Purchase Payment. Your Stored Income Balance is increased by 5% of the additional Purchase Payment.

Here is an example of how an additional Purchase Payment of $50,000 made in the second Account Quarter would affect your step-up:

Time	Account Value		Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)	Income Benefit Base
Issue		$100,000	n/a	n/a	$100,000
End of First Quarter		$113,000	$50,000	$163,000	$100,000
$50,000 Purchase Payment		$163,000	n/a	n/a	$150,000
End of Second Quarter		$158,000	n/a	$158,000	$150,000
End of Third Quarter		$140,000	n/a	$140,000	$150,000
End of Fourth Quarter (before step-up)		$153,000	n/a	$153,000	$150,000
Highest Quarterly Value (after adjustments)				$163,000
Stored Income Balance at end of fourth quarter			$7,500 (initial $5,000 plus 5% x $50,000)
Step-up comparison		Is ($163,000 - $7,500) greater than $150,000? Yes, so step-up.
On the Account Anniversary (after step-up):
New Income Benefit Base =		$155,500	Highest Quarterly Value (after adjustments) less the Stored Income Balance.
New Annual Income Amount =		$7,775	$155,500 x 5%
New Stored Income Balance =		$15,275	Stored Income Balance at the end of the fourth Account Quarter plus the new Annual Income Amount.
Please note: Since the additional Purchase Payment occurred after the first Account Quarter, the first Account Quarter value was adjusted.

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Here is an example of how a $4,000 withdrawal taken in the second Account Quarter would affect your step-up:

Time	Account Value	Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)	Income Benefit Base
Issue	$100,000	n/a	n/a	$100,000
End of First Quarter	$113,000	- $4,000	$109,000	$100,000
$4,000 withdrawal	$109,000	n/a	n/a	$100,000
End of Second Quarter	$104,000	n/a	$104,000	$100,000
End of Third Quarter	$86,000	n/a	$86,000	$100,000
End of Fourth Quarter (before step-up)	$99,000	n/a	$99,000	$100,000
Highest Quarterly Value (after adjustments)			$109,000
Stored Income Balance at end of fourth quarter		$1,000 (initial $5,000 less $4,000 withdrawal)
Step-up comparison	Is ($109,000 - $1,000) greater than $100,000? Yes, so step-up.
On the Account Anniversary (after step-up):
New Income Benefit Base =	$108,000	Highest Quarterly Value (after adjustments) less the Stored Income Balance.
New Annual Income Amount =	$5,400	$108,000 x 5%
New Stored Income Balance =	$6,400	Stored Income Balance at the end of the fourth Account Quarter plus the new Annual Income Amount.
Please note: Since the withdrawal occurred after the first Account Quarter, the first Account Quarter value was adjusted.

Assume instead you take a $40,000 withdrawal in the second Account Quarter at a point when the Account Value equaled $99,000 immediately before the withdrawal. Since this withdrawal exceeds your Stored Income Balance, it is considered an Excess Withdrawal. The Excess Withdrawal reduces your Income Benefit Base as described in this Appendix under “Excess Withdrawals.” All previous quarter-end Account Values are first reduced by the amount of the Stored Income Balance and then adjusted in the same proportion that the Income Benefit Base was adjusted after the Excess Withdrawal. (See the two-step calculation shown in the box below the following example.)

Time	Account Value		Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)	Income Benefit Base
Issue		$100,000	n/a	n/a	$100,000
End of First Quarter		$113,000	- $45,213	$67,787	$100,000
$40,000 withdrawal		$59,000	n/a	n/a	$62,766
End of Second Quarter		$68,000	n/a	$68,000	$62,766
End of Third Quarter		$50,000	n/a	$50,000	$62,766
End of Fourth Quarter (before step-up)		$63,000	n/a	$63,000	$62,766
Highest Quarterly Value (after adjustments)				$68,000
Stored Income Balance at end of fourth quarter			$0
Step-up comparison		Is ($68,000 - $0) greater than $62,766? Yes, so step-up.
On the Account Anniversary (after step-up)
New Income Benefit Base =		$68,000	Highest Quarterly Value (after adjustments) less the Stored Income Balance.
New Annual Income Amount =		$3,400	$68,000 x 5%
New Stored Income Balance =		$3,400	Stored Income Balance at the end of the fourth Account Quarter plus the new Annual Income Amount.

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(1)	Reduce the end of First Quarter Account Value by the Stored Income Balance	=	$113,000	-	$5,000		=	$108,000
(2)	Adjust Account Value for the first Account Quarter	=	$108,000 x	(	$99,000 - $40,000	)	=	$67,787
					$99,000 - $5,000
	The total adjustment	=	$113,000	-	$67,787		=	$45,213

Joint-Life Coverage

On the Issue Date, you have the option of electing IOD II with single-life coverage or, for a higher IOD II Fee, with joint-life coverage. Once you make the election, you cannot switch between joint-life and single-life coverage, regardless of any change in life events. Joint-life coverage is not available if you are unmarried on the Issue Date.

Joint-life coverage can be elected on an individually-owned Contract or on a co-owned Contract. On an individually-owned Contract, joint-life coverage is available only if your spouse is the sole primary beneficiary on the Issue Date and remains the sole primary beneficiary while IOD II is in effect. On a co-owned Contract, joint-life coverage is available only if you and your spouse are the only co-owners on the Issue Date and remain so while IOD II is in effect. Whereas single-life coverage provides an Annual Income Amount only until any Participant dies, joint-life coverage provides an Annual Income Amount for as long as either you or your spouse is alive. Note that, for joint-life coverage to continue after the death of any Participant, the surviving spouse must elect to continue the contract through the “Spousal Continuance” provision. See also “Death of Participant Under IOD II with Joint-Life Coverage” in this Appendix.

If you have elected joint-life coverage, the Stored Income Period will begin on your Issue Date if the younger spouse is at least age 50 on the Issue Date. Otherwise it will begin on the first Account Anniversary after the younger spouse attains (or would have attained) age 50. (For purposes of joint-life coverage, the younger spouse refers to the person who was the younger spouse on the Issue Date, even if that person has died or is no longer married to the person who was his or her spouse on the Issue Date.) The First Withdrawal Date will be your Issue Date if the younger spouse is at least age 59 at issue. Otherwise it will be the first Account Anniversary after the younger spouse attains (or would have attained) age 59.

The two spouses on the Issue Date are the only two people covered under the joint-life feature. If a Participant remarries, the new spouse is not covered under the joint-life feature. Therefore, if the spouse on the Issue Date is no longer your spouse, your benefits under IOD II continue for your life and, when you die, annual withdrawals are no longer available. Note that, when you elect joint-life coverage, you also elect the higher joint-life fee. The percentage rate of the fee will not be reduced regardless of any change in life events.

If one spouse is significantly younger than the other spouse, you should carefully consider whether joint-life coverage is an appropriate choice in light of the possibly long waiting period before the benefit begins to store income and in light of the higher fee for joint-life coverage.

Joint-life coverage may not be available on all Contracts.

Cancellation of IOD II

Should you decide that IOD II is no longer appropriate for you, you may cancel IOD II at any time. Upon cancellation, all benefits and charges under IOD II shall cease. Once cancelled, IOD II cannot be reinstated.

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Although transfers among the Designated Funds are permitted as described under “Transfer Privilege,” IOD II will be cancelled automatically:

• if any Purchase Payment is allocated to an investment option other than a Designated Fund; or

• if any portion of Account Value maintained in a Designated Fund is transferred into an investment option other than a Designated Fund.

IOD II will also be cancelled for any of the following:

• upon a termination of the Contract;

• upon annuitization*; or

• your Income Benefit Base is reduced to zero as a result of Early or Excess Withdrawals.

* Note that the Maximum Annuity Commencement Date permitted under this Contract is the first day of the month following the Annuitant’s 95^th birthday. See “Selection of Annuity Commencement Date” under “THE INCOME PHASE - ANNUITY PROVISIONS” in the prospectus to which this Appendix is attached.

A change of ownership may also cancel your benefits under IOD II.

Death of Participant Under IOD II with Single-Life Coverage

If you elected single-life coverage, IOD II terminates on the death of any Participant and the Beneficiary may elect to exercise any of the available options under the Death Benefit provisions of the Contract. Alternately, the Beneficiary may elect to receive the Stored Income Balance. If your surviving spouse is the sole primary Beneficiary and elects to continue the Contract, your spouse has the additional option of electing to participate in a new IOD II Rider on the original Contract (assuming your surviving spouse meets certain eligibility requirements). If your surviving spouse makes such election, all of the following occur:

• the new Account Value will be the greater of the Stored Income Balance on the original Contract or the Death Benefit;

• the new percentage rate used to calculate the IOD II Fee will be set by us based on market conditions at the time and may be higher than the current percentage rate used to calculate the IOD II Fee;

• the new Income Benefit Base will be equal to the Account Value after any Death Benefit has been credited; and

• the new Stored Income Balance will be reset to zero.

Death of Participant Under IOD II with Joint-Life Coverage

If the surviving spouse on the Death Benefit Date was not the spouse of a Participant on the original Contract’s Issue Date, then this section does not apply, even if joint-life coverage was elected. In such case, if a Participant dies while participating in IOD II, the provisions of the section titled “Death of Participant Under IOD II with Single-Life Coverage” will apply.

If you purchased joint-life coverage and one of the Participants dies, IOD II will continue, provided that the surviving spouse, as the sole primary beneficiary, continues the Contract. In such case:

• the new Account Value will be equal to the Death Benefit;

• the Stored Income Balance will remain unchanged;

• the Income Benefit Base will remain unchanged until the next Account Anniversary when a step-up could apply due to an increase in the Account Value (see “Step-Up Under IOD II”);

• on each Account Anniversary, the Annual Income Amount will be equal to the Income Benefit Base multiplied by 5%; and

• the percentage rate of the IOD II Fee for the joint-life coverage option will continue for the surviving spouse as it was immediately prior to the death of the Participant.

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At the death of the surviving spouse, the Contract, including IOD II, terminates.

If you purchased joint-life coverage and the deceased Participant’s surviving spouse does not continue the Contract, your Beneficiary may elect any available option under the Death Benefit provisions of the Contract.

Annuitization Under IOD II

Under the terms of IOD II, if your Account Value is greater than zero on your Maximum Annuity Commencement Date, you may elect to:

(1) surrender your Contract and receive your Cash Surrender Value (or your Stored Income Balance, if greater);

(2) annuitize your Account Value under one of the Annuity Options available on that date; or

(3) (a) receive any remaining Stored Income Balance in a single sum and (b) annuitize your remaining Account Value as a single-life annuity (or a joint-life annuity, if joint-life coverage was elected at issue and you are still eligible to receive it) with an annualized annuity payment of not less than 5% of your then current Income Benefit Base.

If you make no election, we will default your choice to option 3.

If your Account Value has been reduced to zero (other than as a result of an Early Withdrawal or an Excess Withdrawal), and your Income Benefit Base is greater than zero on or before your Maximum Annuity Commencement Date, you will receive your full Annual Income Amount each year until you die. For a more complete discussion of this, see “Depleting Your Account Value” in this Appendix.

Certain Tax Provisions

Certain state and federal income tax provisions may be important to you in connection with a living benefit, such as IOD II. When you elect to participate in IOD II, you may withdraw annual amounts up to the Yearly RMD Amount without affecting your benefit, subject to the conditions stated below. In the event that your Yearly RMD Amount attributable to your Contract is greater than your Stored Income Balance, we are currently waiving the withdrawal provisions under IOD II as follows. If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in IOD II, we reduce your Account Value and your Stored Income Balance, dollar for dollar, by the amount of the withdrawal to a value not less than zero. We will not, however, penalize you if the current Federal Tax Laws require you to withdraw from your Contract an amount greater than your Stored Income Balance. In other words, if a Yearly RMD Amount exceeds your Stored Income Balance, we will reduce your Stored Income Balance, but we will not reduce your Income Benefit Base, provided that:

• you withdraw your Qualified Contract’s first Yearly RMD Amount in the calendar year you attain age 70 ¹⁄₂ rather than postponing the withdrawal of that Amount until the first quarter of the next calendar year, and

• you do not make any withdrawal from your Qualified Contract that would result in you receiving, in any Account Year, more than one calendar year’s Yearly RMD Amount.

Currently, any withdrawal in excess of the Annual Income Amount or Stored Income Balance that is taken to satisfy the Yearly RMD Amounts will not be treated as an Excess Withdrawal, and will not reduce the Income Benefit Base. However, if there is any material change to the current Code or IRS Rules governing the timing or determination of required minimum distribution amounts, then the Company reserves the right to treat any withdrawal greater than the Annual Income Amount or Stored Income Balance as an Excess Withdrawal which may significantly reduce the Income Benefit Base.

For a further discussion of some of these provisions, please refer to “TAX PROVISIONS - Impact of Optional Death Benefits and Optional Living Benefits” in the prospectus to which this Appendix is attached.

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APPENDIX L - Income ON Demand^® II Plus

The optional living benefit known as Income ON Demand II Plus (“IOD II Plus” or “the rider”) was available for Contracts purchased on or after October 20, 2008 and prior to February 17, 2009. The following information applies to your Contract if you elected to participate in IOD II Plus. IOD II Plus is no longer available for sale on new Contracts.

Income ON Demand II Plus provides an annual income guarantee for life. In early years, you can increase your guarantee if you defer withdrawals. In later years, you can store the annual guarantee amounts not withdrawn. To describe how IOD II Plus works, we use the following definitions:

Annual Income Amount: An amount equal to your current Income Benefit Base multiplied by 5%, calculated on each Account Anniversary.

Early Withdrawal: Any withdrawal taken prior to your First Withdrawal Date.

Excess Withdrawal: Any withdrawal taken after your First Withdrawal Date that (a) when added to all prior withdrawals taken in that Account Year, exceeds the Annual Income Amount (or your Required Minimum Distribution Amount, if greater) while in the IOD II Plus Bonus Period or (b) exceeds your Stored Income Balance (or your Required Minimum Distribution Amount, if greater) while in the Stored Income Period.

Fee Base: The amount used to calculate your “IOD II Plus Fee” (see “Cost of IOD II Plus”).

First Withdrawal Date: Your Issue Date if you are at least age 59 at issue, otherwise the first Account Anniversary after you attain age 59.

Income Benefit Base: The amount used to calculate your Annual Income Amount for IOD II Plus.

IOD II Plus Bonus Base: The amount on which bonuses are calculated. The IOD II Plus Bonus Base is equal to the sum of your Purchase Payments, increased by any “step-ups” (described below) and reduced for any Early Withdrawals or any Excess Withdrawals.

IOD II Plus Bonus Period: A ten-year period commencing on the Issue Date. If you “step-up” IOD II Plus,(described below) during the IOD II Plus Bonus Period, the IOD II Plus Bonus Period is extended to ten years from the date of the step-up.

Stored Income Balance: The amount you may withdraw at any time during your Stored Income Period and after your First Withdrawal Date without reducing your benefits under IOD II Plus.

Stored Income Period: A period beginning on the latest of your first Account Anniversary, the end of your IOD II Plus Bonus Period, or the first Account Anniversary following your 50^th birthday, and ending on your Annuity Commencement Date.

You and Your: The terms “you” and “your” refer to the oldest living Participant or the surviving spouse of the oldest Participant, as described under the sections entitled “Death of Participant Under IOD II Plus with Single-Life Coverage” and “Death of Participant Under IOD II Plus with Joint-Life Coverage.” In the case of a non-natural Participant, these terms refer to the oldest living Annuitant.

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Upon annuitization, IOD II Plus and any elected optional death benefit automatically terminate.

IOD II Plus allows you to withdraw a guaranteed amount each year, beginning after your First Withdrawal Date, until the death of any Participant if single-life coverage is elected (or until the death of both the Participant and the Participant’s spouse if joint-life coverage is elected), regardless of the investment performance of the Designated Funds, provided that you comply with certain requirements. The amount you can withdraw, in any one year, is based on 5% of your Income Benefit Base. If you make no withdrawals (including Required Minimum Distribution Amounts) in an Account Year during your IOD II Plus Bonus Period, we will increase your Income Benefit Base by an amount equal to 7% of your IOD II Plus Bonus Base.

You may choose to end the current Bonus Period at any time as long as you are at least age 50. The Stored Income Period will begin on the first Account Anniversary following your election. You can elect to end the Bonus Period by notifying us by written request, mailed to our Service Address.

After your IOD II Plus Bonus Period ends and your Stored Income Period begins, we will not increase your Income Benefit Base by an amount equal to 7% of your IOD II Plus Bonus Base. Instead, your Annual Income Amount will be added each year to your Stored Income Balance.

If you are participating in IOD II Plus, you may make Purchase Payments only during your first Account Year. After the first Account Anniversary, any Purchase Payments you submit will be returned to you.

To participate in IOD II Plus, all of your Account Value must be invested only in Designated Funds at all times during the term of IOD II Plus. (The term of IOD II Plus is for life, unless your Income Benefit Base is reduced to zero or your benefits under IOD II Plus are terminated or cancelled as described in this Appendix under “Cancellation of IOD II Plus,” “Depleting Your Account Value,” and “Annuitization Under IOD II Plus.”) The only Funds, dollar-cost averaging program options, and asset allocation models that currently qualify as Designated Funds are as shown in the section entitled “DESIGNATED FUNDS” in the prospectus to which this Appendix is attached.

You also have the option of choosing between single-life coverage and joint-life coverage. These options are described in greater detail in this Appendix under “Joint-Life Coverage” and the sections entitled “Death of Participant Under IOD II Plus with Single-Life Coverage” and “Death of Participant Under IOD II Plus with Joint-Life Coverage.”

Determining Your Income Benefit Base

On the Issue Date, we set your Income Benefit Base equal to your initial Purchase Payment. Thereafter, your Income Benefit Base is:

• increased on each Account Anniversary by any applicable bonus amount during the IOD II Plus Bonus Period;

• increased on each Account Anniversary by any step-ups as described under “Step-Up Under IOD II Plus” in this Appendix;

• increased to the extent that you exercise your one-time option to use any amount of your Stored Income Balance to increase your Income Benefit Base, as described under “How IOD II Plus Works” in this Appendix;

• increased by any subsequent Purchase Payments you make during the first year following the Issue Date;

• decreased following any Early Withdrawals you take, as described under “Early Withdrawals” in this Appendix; and

• decreased following any Excess Withdrawals you take, as described under “Excess Withdrawals” in this Appendix.

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Determining Your Stored Income Balance

At the beginning of the Stored Income Period, your Stored Income Balance will equal your Annual Income Amount (i.e., 5% of your Income Benefit Base on that Date). Thereafter, your Stored Income Balance is:

• increased on each Account Anniversary by your Annual Income Amount determined on that Anniversary;

• decreased by the amount of any withdrawals you take, on or after your First Withdrawal Date, up to the amount of your Stored Income Balance;

• decreased to $0 if you take an Excess Withdrawal;

• decreased in proportion to the change in your Account Value if you take an Early Withdrawal; and

• decreased by the amount you use in exercising your one-time option to increase your Income Benefit Base (described below under “How IOD II Plus Works”).

How IOD II Plus Works

During the IOD II Plus Bonus Period

During the IOD II Plus Bonus Period, in each year that you do not take a withdrawal, your Income Benefit Base will be increased by an amount equal to 7% of your IOD II Plus Bonus Base. However, if this amount is less than the amount you will receive under a step-up, the Income Benefit Base will instead be increased by the step-up amount, unless there is a fee increase as described under “Step-Up Under IOD II Plus.” In the case of a fee increase, we will notify you in writing, in advance of your Contract Anniversary, and seek your written consent to the step-up and fee increase. If you do take a withdrawal, you are still eligible for step-up. (See “Step-Up under IOD II Plus” in this Appendix.) In this way, if you defer taking withdrawals during your early Account Years, you will be able to take larger withdrawals in later Account Years. Your Annual Income Amount, during this period, is not cumulative. Any unused portion of your Annual Income Amount in any Account Year, during the IOD II Plus Bonus Period cannot be applied to a future year.

During each Account Year, beginning on your First Withdrawal Date, you can take withdrawals totaling up to the amount of your Annual Income Amount, subject to the terms and conditions discussed below. Even if your Account Value is reduced to zero (other than as a result of an Early Withdrawal or an Excess Withdrawal), as long as your Income Benefit Base is greater than zero, you will receive your full Annual Income Amount every year until you die.

During the Stored Income Period

During the Stored Income Period on each Account Anniversary, your Annual Income Amount is added to your Stored Income Balance. You can take withdrawals up to the amount of your Stored Income Balance beginning on your First Withdrawal Date, subject to the terms and conditions discussed below. You can use all or a portion of your Stored Income Balance to effect a one-time increase of your Income Benefit Base prior to your Annuity Commencement Date. If your Account Value is reduced to zero(other than as a result of an Early Withdrawal or an Excess Withdrawal), and your Income Benefit Base is greater than zero, you will receive your full Annual Income Amount every year until you die.

Withdrawals from your Stored Income Balance can be taken at any time beginning on your First Withdrawal Date and prior to your Annuity Commencement Date without affecting your Income Benefit Base. If, beginning on your First Withdrawal Date, you make a withdrawal that does not exceed your Stored Income Balance:

• your Stored Income Balance will be decreased by the amount withdrawn; and

• the withdrawal will not be subject to withdrawal charges.

You also have the option to use all or a portion of your Stored Income Balance to increase your Income Benefit Base. This option allows you to increase your future Annual Income Amount. While your Contract is in force, you may

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exercise this option only once and you must do so prior to your Annuity Commencement Date. If you choose to use any portion of your Stored Income Balance to increase your Income Benefit Base:

• your Stored Income Balance will be decreased by the amount used;

• the amount of your Stored Income Balance used will be added to your Income Benefit Base; and

• your new Annual Income Amount on your next Account Anniversary will equal 5% of your new Income Benefit Base.

Here is an example of how IOD II Plus works:

Assume that you are age 60 when your Contract is issued with an initial Purchase Payment of $100,000. Assume you elect to participate in IOD II Plus with single-life coverage and investment performance of the Designated Funds is constant over the years. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Income Benefit Base is equal to your initial Purchase Payment on your Issue Date. You decide to remain in the IOD II Plus Bonus Period for two years. The IOD II Plus Bonus Base is $100,000 for year one and year two. The bonus amount is 7% of the IOD II Plus Bonus Base. You wait until your third Account Year before you begin your Stored Income Period. At issue, your Annual Income Amount is $5,000 (5% of your Income Benefit Base). All values are shown as of the beginning of the Account Year, except for the bonus which occurs at the end of the Account Year.

Year	Account Value	Income Benefit Base	Annual Income Amount	Bonus Amount	Stored Income Balance
1	$100,000	$100,000	$5,000	$7,000	$0
2	$100,000	$107,000	$5,350	$7,000	$0
3	$100,000	$114,000	$5,700	n/a	$5,700
4	$100,000	$114,000	$5,700	n/a	$11,400

During your fifth Account Year, you use the full amount of your Stored Income Balance ($17,100) to increase your Income Benefit Base thereby reducing your Stored Income balance to $0. On your next Account Anniversary, your Income Benefit Base of $114,000 will be increased to $131,100 and your Annual Income Amount will be $6,555 (5% of your Income Benefit Base). Therefore $6,555 will be added each year to your Stored Income Balance unless your Annual Income Amount changes.

Year	Account Value	Income Benefit Base	Annual Income Amount	Bonus Amount	Stored Income Balance
5	$100,000	$114,000	$5,700	n/a	$17,100
6	$100,000	$131,100	$6,555	n/a	$6,555
7	$100,000	$131,100	$6,555	n/a	$13,110
8	$100,000	$131,100	$6,555	n/a	$19,665

Each year thereafter, the Annual Income Amount will be added to the Stored Income Balance in the same manner.

Assume instead that, during your fifth Account Year, you take a withdrawal of $17,100, thereby reducing your Stored Income Balance to $0. On your next Account Anniversary, your Income Benefit Base will remain at $114,000 and your Annual Income Amount remains at $5,700 (5% of your Income Benefit Base). Therefore $5,700 will be added each year to your Stored Income Balance unless your Annual Income Amount changes.

Year	Account Value	Income Benefit Base	Annual Income Amount	Withdrawal	Stored Income Balance
5	$100,000	$114,000	$5,700	$17,100	$0
6	$82,900	$114,000	$5,700	$0	$5,700
7	$82,900	$114,000	$5,700	$0	$11,400
8	$82,900	$114,000	$5,700	$0	$17,100

Each year thereafter, the Annual Income Amount will be added to the Stored Income Balance in the same manner.

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Early Withdrawals and Excess Withdrawals may significantly decrease, and even terminate, your benefits under IOD II Plus, including reducing your Account Value to zero and thereby terminating your Contract without value, as described further under “Withdrawals Under IOD II Plus.” Even if your Stored Income Period has begun, withdrawals prior to your First Withdrawal Date are considered Early Withdrawals. Investing in any Fund, other than a Designated Fund, will cancel IOD II Plus as described under “Cancellation of IOD II Plus” in this Appendix.

Withdrawals Under IOD II Plus

Withdrawals After Your First Withdrawal Date

Your First Withdrawal Date may occur during either your IOD II Plus Bonus Period or your Stored Income Period. If your First Withdrawal Date occurs during the IOD II Plus Bonus Period, you may take withdrawals up to your Annual Income Amount each year without reducing your future Annual Income Amount. Each withdrawal will reduce your Annual Income Amount for that year by the full amount of that withdrawal. You will not be eligible for a 7% bonus during any Account Year in which you have taken a withdrawal. If your First Withdrawal Date occurs during your Stored Income Period, withdrawals, up to the amount of your Stored Income Balance, will reduce your Stored Income Balance by the full amount of the withdrawal, but will not change your Income Benefit Base. This is shown in the example above.

Withdrawals taken after your First Withdrawal Date and during the withdrawal charge period permitted under your Contract are subject to withdrawal charges only to the extent they are in excess of the greatest of:

• the free withdrawal amount permitted under your Contract;

• either your Annual Income Amount (during the IOD II Plus Bonus Period) or your Stored Income Balance (during the Stored Income Period); or

• your Yearly Required Minimum Distribution Amount (subject to conditions discussed in this Appendix under “Certain Tax Provisions”).

Excess Withdrawals

An Excess Withdrawal can occur during the IOD II Plus Bonus Period or the Stored Income Period. During the IOD II Plus Bonus Period, if you take an Excess Withdrawal, both your Income Benefit Base and your IOD II Plus Bonus Base will be reduced according to the following formulas:

Your new Income Benefit Base	=	IBB x	(	AV - WD	)
				AV - AIA
Your new IOD II Plus Bonus Base	=	BB x	(	AV - WD	)
				AV - AIA

Where:
	IBB	=	Your Income Benefit Base immediately prior to the Excess Withdrawal.
	BB	=	Your IOD II Plus Bonus Base immediately prior to the Excess Withdrawal.
	WD	=	The amount of the Excess Withdrawal.
	AIA	=	Your remaining Annual Income Amount immediately prior to the Excess Withdrawal minus any prior partial withdrawals taken during the current Account Year.
	AV	=	Your Account Value immediately prior to the Excess Withdrawal.

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During the Stored Income Period, if you take an Excess Withdrawal, your Stored Income Balance will be reduced to zero. In addition, your Income Benefit Base will be reduced according to the following formula:

Your new Income Benefit Base	=	IBB x	(	AV - WD	)
				AV - SB

Where:
	IBB	=	Your Income Benefit Base immediately prior to the Excess Withdrawal.
	WD	=	The amount of the Excess Withdrawal.
	SB	=	Your Stored Income Balance immediately prior to the Excess Withdrawal (or your Required Minimum Distribution Amount, if greater).
	AV	=	Your Account Value immediately prior to the Excess Withdrawal.

Your Annual Income Amount will be recalculated on your next Account Anniversary based on the reduced Income Benefit Base. Here is an example of an Excess Withdrawal.

Using the same facts as the previous example, assume that in your fifth Account Year you take a withdrawal of $50,000, exceeding your Stored Income Balance. Assume that due to poor investment performance during the fifth Account Year, your Account Value was $90,000 immediately prior to the withdrawal. Your Income Benefit Base will be reduced to $62,551 as shown below and your new Annual Income Amount will be 5% of your new Income Benefit base ($3,128). The Annual Withdrawal Amount of $3,128 will be added to your Stored Income Balance.

Year	Account Value	Income Benefit Base	Annual Income Amount	Withdrawal	Stored Income Balance
5	$100,000	$114,000	$5,700	$50,000	$0
6	$50,000	$62,551	$3,128	$0	$3,128
7	$50,000	$62,551	$3,128	$0	$6,2561
8	$50,000	$62,551	$3,128	$0	$9,384

Each year thereafter, the Annual Income Amount will be added to the Stored Income Balance in the same manner.

Your new Income Benefit Base	=	$	114,000 x	(	$90,000 -  $50,000	)	=	$	62,551
					$90,000 - $17,100

Excess Withdrawals taken in a down market could severely reduce, and even terminate, your benefits under IOD II Plus, including reducing your Account Value to zero and thereby terminating your Contract without value.

Early Withdrawals

An Early Withdrawal can occur during the IOD II Plus Bonus Period or the Stored Income Period. Any withdrawals, including any “free withdrawal amounts,” taken before the First Withdrawal Date are Early Withdrawals. If an Early Withdrawal occurs during your IOD II Plus Bonus Period, your Annual Income Amount will be reduced by the full amount of the withdrawal. In addition, your IOD II Plus Bonus Base will be reduced according to the following formula:

Your new IOD II Plus Bonus Base	=	BB x	(	AV - WD	)
				AV

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If the Early Withdrawal occurs during the Stored Income Period, your Stored Income Balance will be reduced using the following formula:

Your new Stored Income Balance	=	SB x	(	AV - WD	)
				AV

In either the IOD II Plus Bonus Period or Stored Income Period, your new Income Benefit Base will equal:

Your new Income Benefit Base	=	IBB x	(	AV - WD	)
				AV

Where:
	IBB	=	Your Income Benefit Base immediately prior to the Early Withdrawal.
	BB	=	Your IOD II Plus Bonus Base immediately prior to the Early Withdrawal.
	SB	=	Your Stored Income Balance immediately prior to the Early Withdrawal.
	WD	=	The amount of the Early Withdrawal.
	AV	=	Your Account Value immediately prior to the Early Withdrawal.

Your future Annual Income Amount will be recalculated based on the reduced Income Benefit Base.

In addition, Early Withdrawals will also be subject to withdrawal charges, to the extent that such withdrawals are in excess of the “free withdrawal amount” permitted under your Contract. Early Withdrawals could severely reduce, and even terminate, your benefits under IOD II Plus, including reducing your Account Value to zero and thereby terminating your Contract without value.

In addition to reducing your benefits under IOD II Plus, any withdrawal before your First Withdrawal Date could have state and federal income tax liability. You should consult a qualified tax professional for more information.

Depleting Your Account Value

If your Account Value is reduced to zero immediately following an Early Withdrawal or an Excess Withdrawal (as described above), then your Stored Income Balance (if any), your IOD II Plus Bonus Base (if any), and your Income Benefit Base will all be reduced to zero and your Contract will terminate without value. Therefore, your Contract, as well as any benefits available with IOD II Plus, will end.

If your Account Value is reduced to zero through any combination of poor investment performance of the Designated Funds, Contract charges, and withdrawals other than Excess Withdrawals or Early Withdrawals, your Income Benefit Base will not be reduced. Your Contract will end, but you will be entitled to receive annual payments as follows.

If you were in the IOD II Plus Bonus Period on the day the Account Value was reduced to zero, regardless of your age, you will be entitled to receive annual amounts equal to 5% of your Income Benefit Base each year for as long as you live.

If you were in the Stored Income Period on the day the Account Value was reduced to zero, you will be entitled to receive annual amounts equal to 5% of your Income Benefit Base. Prior to determining your annual payments, you may increase your Income Benefit Base by any remaining Stored Income Balance as described below. These payments will continue for as long as you live. If you elected joint-life coverage, the payments will continue as long as either you or your spouse are alive as described in this Appendix under “Death of Participant Under IOD II Plus with Joint-Life Coverage.” If you have any remaining Stored Income Balance on the day your Account Value is reduced to zero, you

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will be notified that, before you begin to receive your “annual lifetime payments,” you must deplete your Stored Income Balance by:

(a) withdrawing your remaining Stored Income Balance;

(b) applying the remaining amount of your Stored Income Balance to increase your Income Benefit Base (and thus the amount of your “annual lifetime payments”); or

(c) using a combination of (a) and (b).

Because the Contract has ended, the amount of these annual lifetime payments will not change and they will not be subject to any withdrawal charges. You should be aware, however, that they could be subject to state and federal income tax liability. You should consult a qualified tax professional for more information.

Cost of IOD II Plus

If you elected IOD II Plus, we will deduct a quarterly fee from your Account Value (“IOD II Plus Fee”). The IOD II Plus Fee will be taken as a specific deduction from your Account Value on the last valuation day of each Account Quarter and will equal 0.2375 % of your Fee Base on that day, if you elected single-life coverage (0.2875% for joint-life coverage). On an annual basis, the IOD II Plus Fee is equal to 0.95% of your Fee Base if you elected single-life coverage (1.15% for joint-life coverage). We reserve the right to increase the percentage rate used to calculate the IOD II Plus Fee on newly issued Contracts.

During the first Account Year, your Fee Base is equal to your Income Benefit Base. On each Account Anniversary, the Fee Base is recalculated. During the IOD II Plus Bonus Period, your new Fee Base will be reset to equal your Income Benefit Base, if your Income Benefit Base is higher than your current Fee Base. During the Stored Income Period, your new Fee Base will be reset to equal your Income Benefit Base plus your Stored Income Balance (if any) less your Annual Income Amount for that year if this recalculated amount is higher than your current Fee Base. In the event that the recalculated amount is not greater than your current Fee Base, we will continue to calculate your IOD II Plus Fee based upon your current Fee Base until, at least, your next Account Anniversary. Note that, although your IOD II Plus Fee may increase, it will never decrease.

For the most part, we calculate your Fee Base only on your Account Anniversary. However, we will recalculate your Fee Base between Account Anniversaries, if you take an Early Withdrawal or Excess Withdrawal or make additional Purchase Payments during your first Account Year.

If you take an Excess Withdrawal during your IOD II Plus Bonus Period, your Fee Base will be decreased by the following formula:

Your new Fee Base	=	Fee Base x	(	AV - WD	)
				AV - AIA

If you take an Excess Withdrawal during your Stored Income Period, your IOD II Plus Fee Base will be decreased by the following formula:

Your new Fee Base	=	Fee Base x	(	AV - WD	)
				AV - SB

If you take an Early Withdrawal, your IOD II Plus Fee Base will be decreased by the following formula:

Your new Fee Base	=	Fee Base x	(	AV - WD	)
				AV

Where:
	Fee Base	=	Your IOD II Plus Fee Base immediately prior to the Early/Excess Withdrawal.
	WD	=	The amount of the Early/Excess Withdrawal.
	SB	=	Your Stored Income Balance (if any) immediately prior to the Excess Withdrawal.
	AIA	=	Your Annual Income Amount immediately prior to the Excess Withdrawal minus any prior partial withdrawals taken during the current Account Year.
	AV	=	Your Account Value immediately prior to the Early/Excess Withdrawal.

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Any additional Purchase Payment you make during your first Account Year will increase your Income Benefit Base as described in this Appendix under “Determining Your Income Benefit Base.” Therefore, your Fee Base will increase by any additional Purchase Payments made.

Here is an example of how we calculate your Fee Base:

Assume that you are age 60 when your Contract is issued with an initial Purchase Payment of $100,000. Assume you elected to participate in IOD II Plus with single-life coverage and investment performance of the Designated Funds is constant over the years. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Income Benefit Base is equal to your initial Purchase Payment ($100,000) on your Issue Date. Your IOD II Plus Bonus Base is equal to your initial Purchase Payment ($100,000). At issue, your Annual Income Amount is $5,000 (5% of your Income Benefit Base). You wait until your third Account Year before you elect to begin your Stored Income Period. During the IOD II Plus Bonus Period, in years that withdrawals are not taken, your Income Benefit Base increases by 7% of your IOD II Plus Bonus Base (assuming no step-up). At the beginning of your Stored Income Period, Year 3, your Annual Income Amount has increased to $5,700. All values are shown as of the beginning of the Account Year unless otherwise stated.

During the IOD II Plus Bonus Period (Account Years 1and 2), the Fee Base is set equal to your Income Benefit Base. During the Stored Income Period, the Fee Base is reset at the beginning of the Account Year to equal your Income Benefit Base plus your Stored Income Balance less your Annual Income Amount, if that amount is greater than the previous Fee Base. For example, in Account Year 4, the Fee Base is set equal to the Income Benefit Base ($114,000) plus the Stored Income Balance ($11,400) less your Annual Income Amount ($5,700) if that amount ($119,700) is greater than the previous Fee Base ($114,000).

Year	Income Benefit Base	Annual Income Amount	Stored Income Balance			Fee Base
			Beginning of year	Withdrawal Amount	End of year
1	$100,000	$5,000	$0	$0	$0	$100,000
2	$107,000	$5,350	$0	$0	$0	$107,000
3	$114,000	$5,700	$5,700	$0	$5,700	$114,000
4	$114,000	$5,700	$11,400	$0	$11,400	$119,700

Assume, instead, that in your fourth Account Year you take an $11,400 withdrawal. At the beginning of your fifth Account Year, your Income Benefit Base ($114,000) plus your Stored Income Balance ($0) less your Annual Income Amount ($5,700) is less than the current Fee Base ($119,700), so there is no change to the Fee Base as shown below. In Account Year 7, the Fee Base is reset. Your Income Benefit Base ($114,000) plus your Stored Income Balance ($17,100) less your Annual income Amount ($5,700), results in an amount of $125,400, an amount that is greater than the previous Fee Base ($119,700).

Year	Income Benefit Base	Annual Income Amount	Stored Income Balance			Fee Base
			Beginning of year	Withdrawal Amount	End of year
4	$114,000	$5,700	$11,400	$11,400	$0	$119,700
5	$114,000	$5,700	$5,700	$0	$5,700	$119,700
6	$114,000	$5,700	$11,400	$0	$11,400	$119,700
7	$114,000	$5,700	$17,100	$0	$17,100	$125,400

On each Account Anniversary thereafter, your Fee Base is recalculated and reset if necessary.

Your IOD II Plus Fee will not change during an Account Year, unless you take one of the following specific actions:

• If you make an additional Purchase Payment during your first Account Year, you will increase your Fee Base and thus your IOD II Plus Fee.

• If you make an Early Withdrawal or an Excess Withdrawal, you will decrease your Fee Base and thus your IOD II Plus Fee.

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In addition, on your Account Anniversary, the IOD II Plus Fee may also change, if we increase the percentage used to calculate the IOD II Plus Fee as described below under “Step-Up Under IOD II Plus.”

The investment performance of the Designated Funds will not affect your IOD II Plus Fee during an Account Year. However, as stated below under “Step-Up Under IOD II Plus,” favorable investment performance may cause the Income Benefit Base to increase on an Account Anniversary, and thus increase your IOD II Plus Fee.

We will continue to deduct the IOD II Plus Fee until you annuitize your Contract, your Account Value reduces to zero, or your benefits under IOD II Plus are cancelled as described under “Cancellation of IOD II Plus” in this Appendix.

Step-Up Under IOD II Plus

You can step-up your Income Benefit Base and IOD II Plus Bonus Base each Account Anniversary prior to your Annuity Commencement Date, provided that you satisfy certain requirements. First, you must meet eligibility requirements:

• Your Account Value less your Stored Income Balance (if any) must equal no more than $5,000,000. (For purposes of determining the $5,000,000 limit, we reserve the right, in our sole discretion, to aggregate your Account Value with the account values of all other variable annuity contracts you own issued by Delaware Life or its affiliates.)

• If your Contract is in the Stored Income Period, your highest quarter-end Account Value (adjusted for subsequent Purchase Payments and withdrawals) during the most recent Account Year (“Highest Quarterly Value”) minus your Stored Income Balance must be greater than your current Income Benefit Base.

• If your Contract has not started the Stored Income Period, your Highest Quarterly Value during the most recent Account Year must be greater than your current Income Benefit Base (adjusted for any applicable bonus if the Contract is in the IOD II Plus Bonus Period).

Second, if you satisfy the eligibility requirements, we then consider whether market conditions have caused us to increase the percentage rate used to calculate the IOD II Plus Fee on newly issued Contracts. If we are no longer issuing Contracts with IOD II Plus, then the percentage rate we use to calculate your IOD II Plus Fee will be set based upon current market conditions at that time. Significant changes in stock market prices, interest rate fluctuations, and competitive industry trends are among the market conditions we consider in whether to change the fee.

• If we have not had to increase the percentage rate as described above, the percentage rate we use to calculate your IOD II Plus Fee will remain unchanged and we will automatically step-up your Income Benefit Base and your IOD II Plus Bonus Base (if applicable).

• If we have had to increase the percentage rate as described above, we offer you the opportunity to step-up at the higher percentage rate. In this case, your written consent is required to accept the higher percentage rate used to calculate your IOD II Plus Fee and step-up your Income Benefit Base. If you do not consent to the step-up and higher percentage, the step-up will not be implemented and all subsequent step-ups of your Income Benefit Base will also be suspended. You may thereafter submit an election form to us, however, in order to consent to the then-applicable percentage rate and thus reactivate subsequent automatic step-ups.

At the time of step-up prior to the Stored Income Period, we will increase your Income Benefit Base and your IOD II Plus Bonus Base each to an amount equal to the highest adjusted quarterly Account Value, if such amount exceeds your current Income Benefit Base (adjusted for any applicable bonus if the Contract is in the IOD II Plus Bonus Period). If the step-up occurred during the IOD II Plus Bonus Period, your IOD II Plus Bonus Period will be renewed for another 10-year period.

At the time of step-up during the Stored Income Period, we will increase your Income Benefit Base to an amount equal to the highest adjusted quarterly Account Value less your Stored Income Balance, if such amount exceeds your current Income Benefit Base. After the step-up, your Annual Income Amount will be 5% of your new Income Benefit Base.

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Below are examples of how step-up works under a few different circumstances.

Assume that you are 60 years old when you purchase a Contract with an initial Purchase Payment of $100,000, and that you elect to participate in IOD II Plus with single-life coverage. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Income Benefit Base and your IOD II Plus Bonus Base are equal to your initial Purchase Payment. Your Annual Income Amount is $5,000 (5% of your Income Benefit Base). The example assumes you are in the IOD II Plus Bonus Period.

In each of the five examples, Account Values shown are as of the last day of each Account Quarter. Adjustments are made on the day a Purchase Payment or withdrawal is made.

The Account Values on each of your four Account Quarters are $113,000, $108,000, $90,000, and $103,000, respectively. No additional Purchase Payments are made and no withdrawals are taken, so no adjustments to these values are necessary. The highest adjusted quarterly value is $113,000. Both your new Income Benefit Base and IOD II Plus Bonus Base are set to equal $113,000 since that amount exceeds your previous Income Benefit Base increased by 7% of your IOD II Plus Bonus Base ($100,000 + $7,000).

Time	Account Value	Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)	Income Benefit Base
Issue	$100,000	n/a	n/a	$100,000
End of First Quarter	$113,000	n/a	$113,000	$100,000
End of Second Quarter	$108,000	n/a	$108,000	$100,000
End of Third Quarter	$90,000	n/a	$90,000	$100,000
End of Fourth Quarter (before step-up)	$103,000	n/a	$103,000	$100,000
Highest Quarterly Value (after adjustments)			$113,000
Stored Income Balance at end of fourth quarter		n/a (since you are in the IOD II Plus Bonus Period)
Step-up comparison	Is $113,000 greater than $100,000 + $7,000? Yes, so step-up.
On the Account Anniversary (after step-up)
New Income Benefit Base =	$113,000	Highest Quarterly Value (after adjustments)
New Annual Income Amount =	$5,650	$113,000 x 5%
New Stored Income Balance =	n/a	(since you are in the IOD II Plus Bonus Period)
New IOD II Plus Bonus Base =	$113,000

Please note: The end of the fourth Account Quarter and the Account Anniversary are the same day. We only make the distinction to separate values before and after step-up.

If you make an additional Purchase Payment during your first Account Year, your Account Value, your Income Benefit Base, and your IOD II Plus Bonus Base are each immediately increased by the amount of the additional Purchase Payment.

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Here is an example of how an additional Purchase Payment of $50,000 made in the second Account Quarter would affect your step-up and assumes that you are in the IOD II Plus Bonus Period:

Time	Account Value	Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)	Income Benefit Base
Issue	$100,000	n/a	n/a	$100,000
End of First Quarter	$113,000	$50,000	$163,000	$100,000
$50,000 Purchase Payment	$163,000	n/a	n/a	$150,000
End of Second Quarter	$158,000	n/a	$158,000	$150,000
End of Third Quarter	$140,000	n/a	$140,000	$150,000
End of Fourth Quarter (before step-up)	$153,000	n/a	$153,000	$150,000
Highest Quarterly Value (after adjustments)			$163,000
Stored Income Balance at end of fourth quarter		n/a (since you are in the IOD II Plus Bonus Period)
Step-up comparison	Is $163,000 greater than $150,000 + $10,500? Yes, so step-up.
On the Account Anniversary (after step-up)
New Income Benefit Base =	$163,500	Highest Quarterly Value (after adjustments).
New Annual Income Amount =	$8,150	$163,500 x 5%
New Stored Income Balance =	n/a	(since you are in the IOD II Plus Bonus Period)
New IOD II Plus Bonus Base =	$163,000

Please note: Since the additional Purchase Payment occurred after the first Account Quarter, the first Account Quarter value was adjusted.

Here is an example of how a $4,000 withdrawal taken in the second Account Quarter would affect your step-up and assumes you are in the IOD II Plus Bonus Period:

Time	Account Value	Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)	Income Benefit Base
Issue	$100,000	n/a	n/a	$100,000
End of First Quarter	$113,000	$4,000	$109,000	$100,000
$4,000 withdrawal	$109,000	n/a	n/a	$100,000
End of Second Quarter	$104,000	n/a	$104,000	$100,000
End of Third Quarter	$86,000	n/a	$86,000	$100,000
End of Fourth Quarter (before step-up)	$99,000	n/a	$99,000	$100,000
Highest Quarterly Value (after adjustments)			$109,000
Stored Income Balance at end of fourth quarter		n/a (since you are in the IOD II Plus Bonus Period)
Step-up comparison	Is $109,000 greater than $100,000 + $0 (no bonus since withdrawal taken? Yes, so step-up.
On the Account Anniversary (after step-up)
New Income Benefit Base =	$109,000	Highest Quarterly Value (after adjustments)
New Annual Income Amount =	$5,450	$109,000 x 5%
New Stored Income Balance =	n/a	(since you are in the IOD II Plus Bonus Period)
New IOD II Plus Bonus Base =	$109,000

Please note: Since the withdrawal occurred after the first Account Quarter, the first Account Quarter value was adjusted.

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Assume instead you take a $40,000 withdrawal in the second Account Quarter at a point when the Account Value equaled $99,000 immediately before the withdrawal. Since this withdrawal exceeds your Annual Income Amount, it is considered an Excess Withdrawal. The Excess Withdrawal reduces your Income Benefit Base and your IOD II Plus Bonus Base as described under “Excess Withdrawals” in this Appendix. All previous quarterly Account Values are first reduced by the amount of the Annual Income Amount less any prior withdrawals taken in that Account Year and then adjusted in the same proportion that the Income Benefit Base was adjusted after the Excess Withdrawal. (See the two-step calculation shown in the box below the following example.) The example assumes you are in the IOD II Plus Bonus Period.

Time	Account Value	Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)	Income Benefit Base
Issue	$100,000	n/a	n/a	$100,000
End of First Quarter	$113,000	$45,213	$67,787	$100,000
$40,000 withdrawal	$59,000	n/a	n/a	$62,766
End of Second Quarter	$68,000	n/a	$68,000	$62,766
End of Third Quarter	$50,000	n/a	$50,000	$62,766
End of Fourth Quarter (before step-up)	$63,000	n/a	$63,000	$62,766
Highest Quarterly Value (after adjustments)			$68,000
Stored Income Balance at end of fourth quarter		n/a (since you are in the IOD II Plus Bonus Period)
Step-up comparison	Is $68,000 greater than $62,766 + $0 (no bonus since withdrawal taken)? Yes, so step-up.
On the Account Anniversary (after step-up)
New Income Benefit Base =	$68,000	Highest Quarterly Value (after adjustments)
New Annual Income Amount =	$3,400	$68,000 x 5%
New Stored Income Balance =	n/a	(since you are in the IOD II Plus Bonus Period)
New IOD II Plus Bonus Base =	$68,000

(1)	Reduce the end of First Quarter Account Value by the Annual Income Amount less any prior withdrawals taken in that Account Year	=	$113,000	-	$5,000		=	$108,000
(2)	Adjust the Account Value for the first Account Quarter	=	$108,000 x	(	$99,000 - $40,000	)	=	$67,787
					$99,000 - $5,000
	The total adjustment	=	$113,000	-	$67,787		=	$45,213

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Using the facts of the above example where no withdrawals or additional premiums have taken place, assume that for Account Year 2 you have elected to begin the Stored Income Period. As stated in the above example the Income Benefit Base is $113,000 beginning of Account Year 2. Your Annual Income Amount is $5,650 (5% of your Income Benefit Base). Because you have elected to begin the Stored Income Period, your Stored Income Balance is initially equal to your Annual Income Amount ($5,650).

The Account Values on each of your four Account Quarters for Account Year 2 are $105,000, $111,000, $116,000, and $120,000, respectively. No additional Purchase Payments are made and no withdrawals are taken, so no adjustments to these values are necessary. The highest adjusted quarterly value is $120,000. Your new Income Benefit Base is set to equal $114,350 ($120,000 - $5,650) since that amount exceeds your previous Income Benefit Base.

Time	Account Value	Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)	Income Benefit Base
End of First Quarter	$105,000	n/a	$105,000	$113,000
End of Second Quarter	$111,000	n/a	$111,000	$113,000
End of Third Quarter	$116,000	n/a	$116,000	$113,000
End of Fourth Quarter (before step-up)	$120,000	n/a	$120,000	$113,000
Highest Quarterly Value (after adjustments)			$120,000
Stored Income Balance at end of fourth quarter		$5,650
Step-up comparison	Is ($120,000 - $5,650) greater than $113,000? Yes, so step-up.
On the Contract Anniversary (after step-up)
New Income Benefit Base =	$114,350	Highest Quarterly Value (after adjustments) less the Stored Income Balance
New Annual Income Amount =	$5,718	$114,350 x 5%
New Stored Income Balance =	$11,367
New IOD II Plus Bonus Base =	n/a	No longer applicable for the Stored Income Period

Please note: The end of the fourth Account Quarter and the Contract Anniversary are the same day. We only make the distinction to separate values before and after step-up.

Joint-Life Coverage

On the Issue Date, you have the option of electing IOD II Plus with single-life coverage or, for a higher IOD II Plus Fee, with joint-life coverage. Once you make the election, you cannot switch between joint-life and single-life coverage, regardless of any change in life events. Joint-life coverage is not available if you are unmarried on the Issue Date.

Joint-life coverage can be elected on an individually-owned Contract or on a co-owned Contract. On an individually-owned Contract, joint-life coverage is available only if your spouse is the sole primary beneficiary on the Issue Date and remains the sole primary beneficiary while IOD II Plus is in effect. On a co-owned Contract, joint-life coverage is available only if you and your spouse are the only co-owners on the Issue Date and remain so while IOD II Plus is in effect. Whereas single-life coverage provides an Annual Income Amount only until any Participant dies, joint-life coverage provides an Annual Income Amount for as long as either you or your spouse is alive. Note that, for joint-life coverage to continue after the death of any Participant, the surviving spouse must elect to continue the contract through the “Spousal Continuance” provision. See also “Death of Participant Under IOD II Plus with Joint-Life Coverage” in this Appendix.

If you have elected joint-life coverage, the IOD II Plus Bonus Period and the Stored Income Period are determined based on the age of the younger spouse if the younger spouse attains (or would have attained) age 50. (For purposes of

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joint-life coverage, the younger spouse refers to the person who was the younger spouse on the Issue Date, even if that person has died or is no longer married to the person who was his or her spouse on the Issue Date.) On the first day of the Stored Income Period, your Annual Income Amount will be added to your Stored Income Balance. The First Withdrawal Date will be your Issue Date if the younger spouse is at least age 59 at issue. Otherwise it will be the first Account Anniversary after the younger spouse attains (or would have attained) age 59.

The two spouses on the Issue Date are the only two people covered under the joint-life feature. If a Participant remarries, the new spouse is not covered under the joint-life feature. Therefore, if the spouse on the Issue Date is no longer your spouse, your benefits under IOD II Plus continue for your life and, when you die, annual withdrawals are no longer available. Note that, when you elect joint-life coverage, you also elect the higher joint-life fee. The percentage rate of the fee will not be reduced regardless of any change in life events.

If one spouse is significantly younger than the other spouse, you should carefully consider whether joint-life coverage is an appropriate choice in light of the possibly long waiting period before the benefit begins to store income and in light of the higher fee for joint-life coverage.

Joint-life coverage may not be available on all Contracts.

Cancellation of IOD II Plus

Should you decide that IOD II Plus is no longer appropriate for you, you may cancel IOD II Plus at any time. Upon cancellation, all benefits and charges under IOD II Plus shall cease. Once cancelled, IOD II Plus cannot be reinstated.

Although transfers among the Designated Funds are permitted as described under “Transfer Privilege,” IOD II Plus will be cancelled automatically:

• if any Purchase Payment is allocated to an investment option other than a Designated Fund; or

• if any portion of Account Value maintained in a Designated Fund is transferred into an investment option other than a Designated Fund.

IOD II Plus will also be cancelled for any of the following:

• upon a termination of the Contract;

• upon annuitization*; or

• your Income Benefit Base is reduced to zero as a result of Early or Excess Withdrawals.

* Note that the Maximum Annuity Commencement Date permitted under this Contract is the first day of the month following the Annuitant’s 95^th birthday. See “Selection of Annuity Commencement Date” under “THE INCOME PHASE - ANNUITY PROVISIONS” in the prospectus to which this Appendix is attached.

A change of ownership may also cancel your benefits under IOD II Plus.

Death of Participant Under IOD II Plus with Single-Life Coverage

If you elected single-life coverage, IOD II Plus terminates on the death of any Participant and the Beneficiary may elect to exercise any of the available options under the Death Benefit provisions of the Contract. Alternately, the Beneficiary may elect to receive the Stored Income Balance, if any. If your surviving spouse is the sole primary Beneficiary and elects to continue the Contract, your spouse has the additional option of electing to participate in a new IOD II Plus Rider on the original Contract (assuming your surviving spouse meets certain eligibility requirements). If your surviving spouse makes such election, all of the following occur:

• the new Account Value will be the greater of the Stored Income Balance, if any, on the original Contract or the Death Benefit;

• the new percentage rate used to calculate the IOD II Plus Fee will be set by us based on market conditions at the time and may be higher than the current percentage rate used to calculate the IOD II Plus Fee;

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• the new Income Benefit Base and your new IOD II Plus Bonus Base will each be equal to the Account Value after any Death Benefit has been credited; and

• the new IOD II Plus Bonus Period begins.

Death of Participant Under IOD II Plus with Joint-Life Coverage

If the surviving spouse on the Death Benefit Date was not the spouse of a Participant on the original Contract’s Issue Date, then this section does not apply, even if joint-life coverage was elected. In such case, if a Participant dies while participating in IOD II Plus, the provisions of the section titled “Death of Participant Under IOD II Plus with Single-Life Coverage” will apply.

If you purchased joint-life coverage and one of the Participants dies, IOD II Plus will continue, provided that the surviving spouse, as the sole primary beneficiary, continues the Contract. In such case:

• the new Account Value will be equal to the Death Benefit;

• the Stored Income Balance, if any, will remain unchanged;

• the Income Benefit Base and the IOD II Plus Bonus Base will remain unchanged until the next Account Anniversary when a step-up could apply due to an increase in the Account Value (see “Step-Up Under IOD II Plus” in this Appendix);

• on each Account Anniversary, the Annual Income Amount will be equal to the Income Benefit Base multiplied by 5%; and

• the percentage rate of the IOD II Plus Fee for the joint-life coverage option will continue for the surviving spouse as it was immediately prior to the death of the Participant.

At the death of the surviving spouse, the Contract, including IOD II Plus, terminates.

If you purchased joint-life coverage and the deceased Participant’s surviving spouse does not continue the Contract, your Beneficiary may elect any available option under the Death Benefit provisions of the Contract.

Annuitization Under IOD II Plus

Under the terms of IOD II Plus, if your Account Value is greater than zero on your Maximum Annuity Commencement Date, you may elect to:

(1) surrender your Contract and receive the greater of your Cash Surrender Value or your Stored Income Balance, if any;

(2) annuitize your Account Value under one of the Annuity Options available on that date; or

(3) (a) receive the remaining Stored Income Balance, if any, in a single sum and (b) annuitize your remaining Account Value as a single-life annuity (or a joint-life annuity, if joint-life coverage was elected at issue and you are still eligible to receive it) with an annualized annuity payment of not less than 5% of your then current Income Benefit Base.

If you make no election, we will default your choice to option 3.

If your Account Value has been reduced to zero (other than as a result of an Early Withdrawal or an Excess Withdrawal), and your Income Benefit Base is greater than zero on or before your maximum Annuity Commencement Date, you will receive your full Annual Income Amount each year until you die. For a more complete discussion of this, see “Depleting Your Account Value” in this Appendix.

Certain Tax Provisions

Certain state and federal income tax provisions may be important to you in connection with a living benefit, such as IOD II Plus. When you elect to participate in IOD II Plus, you may withdraw annual amounts up to the Yearly RMD

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Amount without affecting your benefit, subject to the conditions stated below. In the event that your Yearly RMD Amount attributable to your Contract is greater than your Stored Income Balance, we are currently waiving the withdrawal provisions under IOD II Plus as follows. If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in IOD II Plus, we reduce your Account Value and your Stored Income Balance, dollar for dollar, by the amount of the withdrawal to a value not less than zero. We will not, however, penalize you if the current Federal Tax Laws require you to withdraw from your Contract an amount greater than your Stored Income Balance. In other words, if a Yearly RMD Amount exceeds your Stored Income Balance, we will reduce your Stored Income Balance, but we will not reduce your Income Benefit Base, provided that:

• you withdraw your Qualified Contract’s first Yearly RMD Amount in the calendar year you attain age 70 ¹⁄₂ rather than postponing the withdrawal of that Amount until the first quarter of the next calendar year, and

• you do not make any withdrawal from your Qualified Contract that would result in you receiving, in any Account Year, more than one calendar year’s Yearly RMD Amount.

Currently, any withdrawal in excess of the Annual Income Amount or Stored Income Balance that is taken to satisfy the Yearly RMD Amounts will not be treated as an Excess Withdrawal, and will not reduce the Income Benefit Base. However, if there is any material change to the current Code or IRS Rules governing the timing or determination of required minimum distribution amounts, then the Company reserves the right to treat any withdrawal greater than the Annual Income Amount or Stored Income Balance as an Excess Withdrawal which may significantly reduce the Income Benefit Base.

For a further discussion of some of these provisions, please refer to “TAX PROVISIONS - Impact of Optional Death Benefits and Optional Living Benefits” in the prospectus to which this Appendix is attached.

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APPENDIX M -

RETIREMENT INCOME ESCALATOR^SM II

The optional living benefit known as Retirement Income Escalator II (“RIE II”) was available on Contracts purchased on or after October 20, 2008, and prior to August 17, 2009, and on certain limited Contracts purchased on or after August 17, 2009. If you elected to participate in RIE II, the following information applies to your Contract. RIE II is no longer available for sale on new Contracts.

If you purchased your Contract prior to February 17, 2009, and elected to participate in RIE II, your Lifetime Withdrawal Percentage (defined below) is different from the Lifetime Withdrawal Percentage available on Contracts purchased on or after that date. (See “Determining Your Annual Withdrawal Amount,” “Step-Up Under RIE II,” and “Joint-Life Coverage” in this Appendix.) In addition, unless you “step-up” as described under “Step-Up Under RIE II,” the fee charged for your RIE II is lower than the fee charged on Contracts purchased on or after February 17, 2009. (See “Cost of RIE II” in this Appendix.)

RIE II provides an annual income guarantee for life. You can withdraw up to a guaranteed amount each year and, provided you meet certain requirements, we will continue to send you the guaranteed amount even if your Account Value should go to zero. Your income amount will not decrease, provided that your withdrawals do not exceed the guaranteed amount in any year. In general, the longer you wait for your first withdrawal under RIE II, the larger the guaranteed Annual Withdrawal Amount. To describe how RIE II works, we use the following definitions:

Annual Withdrawal Amount:	The total guaranteed amount available for withdrawal each Account Year during your life, provided that you comply with certain conditions. The Annual Withdrawal Amount is equal to your current Withdrawal Benefit Base multiplied by your Lifetime Withdrawal Percentage. (You should be aware that certain actions you take could significantly reduce the amount of your Annual Withdrawal Amount.)
Early Withdrawal:	Any withdrawal taken prior to your RIE II Coverage Date.
Excess Withdrawal:	Any withdrawal taken after your RIE II Coverage Date that exceeds your Annual Withdrawal Amount (or your Required Minimum Distribution Amount, if greater).
Lifetime Withdrawal Percentage:	The percentage used to calculate your Annual Withdrawal Amount.
RIE II Bonus Base:	The amount on which bonuses are calculated. The RIE II Bonus Base is equal to the sum of your Purchase Payments, increased by any “step-ups” (described below) and reduced proportionately by any withdrawal taken prior to your RIE II Coverage Date or any Excess Withdrawals (see “Excess Withdrawals” under “Withdrawals Under RIE II”).
RIE II Bonus Period:	A ten-year period commencing on the Issue Date and ending on your tenth Account Anniversary. If you “step up” RIE II (described below) during the RIE II Bonus Period, the RIE II Bonus Period is extended to ten years from the date of the step-up.
RIE II Coverage Date:	Your Issue Date if you are at least age 59 at issue; otherwise, the first Account Anniversary after you attain age 59.
Withdrawal Benefit Base:	The amount used to calculate (1) your Annual Withdrawal Amount and (2) your “RIE II Fee” (see “Cost of RIE II”).
You and Your:	The terms “you” and “your” refer to the oldest living Participant or the surviving spouse of the oldest Participant, as described under “Death of Participant Under RIE II with Single-Life Coverage” and “Death of Participant Under RIE II with Joint-Life Coverage.” In the case of a non-natural Participant, these terms refer to the oldest living Annuitant.

Upon annuitization, RIE II and any elected optional death benefit automatically terminate.

RIE II allows you to withdraw a guaranteed amount of money each year, beginning on your RIE II Coverage Date, until the death of any Participant if single-life coverage is elected (or until the death of both the Participant and the

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Participant’s spouse if joint-life coverage is elected). Your right to take withdrawals under RIE II continues regardless of the investment performance of the Designated Funds, provided that you comply with certain requirements. After your RIE II Coverage Date, the amount you can withdraw, in any one year, can be 4%, 5%, 6%, or 7% of your Withdrawal Benefit Base, depending upon your age (or the younger spouse’s age in case of joint-life coverage) on the date of your first withdrawal.

In addition, if you make no withdrawals in an Account Year during your RIE II Bonus Period, we will increase your Withdrawal Benefit Base by an amount equal to 7% of your RIE II Bonus Base. The RIE II Bonus Period is a 10-year period commencing on your Issue Date. The period will be extended for an additional 10 years commencing on each step-up of the Withdrawal Benefit Base (see “Step-Up Under RIE II” in this Appendix), provided that the step-up occurs during the RIE II Bonus Period.

If you are participating in RIE II, you may make Purchase Payments only during your first Account Year. After the first Account Anniversary, any Purchase Payments you submitted will be returned to you.

To participate in RIE II, all of your Account Value must be invested in one or more of the Designated Funds at all times during the term of RIE II. (The “term” of RIE II is for life, unless your Withdrawal Benefit Base is reduced to zero or RIE II is terminated or cancelled as described under “Cancellation of RIE II,” “Depleting Your Account Value,” and “Annuitization Under RIE II” in this Appendix.) The only Funds, dollar-cost averaging program options, and asset allocation models that currently qualify as Designated Funds are listed in the section entitled “DESIGNATED FUNDS” in the prospectus to which this Appendix is attached.

Under RIE II, you have the option of choosing between single-life coverage and joint-life coverage. These options are described in greater detail under “Joint-Life Coverage,” “Death of Participant Under RIE II with Single-Life Coverage,” and “Death of Participant Under RIE II with Joint-Life Coverage” in this Appendix.

Determining Your Withdrawal Benefit Base

On the Issue Date, we set your Withdrawal Benefit Base equal to your initial Purchase Payment. Thereafter, your Withdrawal Benefit Base is:

• increased by any applicable bonuses;

• increased by any step-ups as described under “Step-Up Under RIE II” in this Appendix;

• increased by any subsequent Purchase Payments you make during the first year following the Issue Date.

• decreased following any Early Withdrawals you take as described under “Early Withdrawals” in this Appendix; and

• decreased following any Excess Withdrawals you take as described under “Excess Withdrawals” in this Appendix.

Determining Your Annual Withdrawal Amount

Your Annual Withdrawal Amount is first determined when you make your first withdrawal after your RIE II Coverage Date and then on each subsequent Account Anniversary. Your Annual Withdrawal Amount is equal to your Withdrawal Benefit Base multiplied by your Lifetime Withdrawal Percentage. The Lifetime Withdrawal Percentage depends upon your age at the time you make your first withdrawal after your RIE II Coverage Date as shown in the tables below. If you purchased your Contract on or after February 17, 2009, your Lifetime Withdrawal Percentage is determined, as follows:

Your Age on the Date of the First Withdrawal After Your RIE II Coverage Date*	Lifetime Withdrawal Percentage
59 - 64	4%
65 - 74	5%
75 - 79	6%
80 or older	7%

* If you elected joint-life coverage, the age ranges are based upon the age of the younger spouse as described under “Joint-Life Coverage” in this Appendix.

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If you purchased your Contract prior to February 17, 2009, your Lifetime Withdrawal Percentage is determined, as follows:

Your Age on the Date of the First Withdrawal After Your RIE II Coverage Date*	Lifetime Withdrawal Percentage
59 - 69	5%
70 - 79	6%
80 or older	7%

* If you elected joint-life coverage, the age ranges are based upon the age of the younger spouse as described under “Joint-Life Coverage” in this Appendix.

Your Lifetime Withdrawal Percentage will only increase if your age at the time of step-up coincides with a higher percentage as shown in the tables above. (See “Step-Up Under RIE II” in this Appendix.) An increase in the Lifetime Withdrawal Percentage will increase your Annual Withdrawal Amount.

Your Annual Withdrawal Amount equals your Withdrawal Benefit Base multiplied by your Lifetime Withdrawal Percentage. If your Withdrawal Benefit Base changes after your Annual Withdrawal Amount is determined, your Annual Withdrawal Amount will also change. The new Annual Withdrawal Amount will be effective on the next Account Anniversary and, at that time, will reflect any increases caused by a step-up or a bonus that took place during the prior Account Year and any decreases caused by Excess Withdrawals (described below) that were taken during the prior Account Year. The new Annual Withdrawal Amount will be in effect for all subsequent Account Years, unless and until there is a further change in your Withdrawal Benefit Base.

How RIE II Works

Each Account Year, beginning on your RIE II Coverage Date, you can take withdrawals totaling up to the amount of your Annual Withdrawal Amount, subject to the terms and conditions discussed below. Even if your Account Value is reduced to zero (other than as a result of an Early Withdrawal or an Excess Withdrawal), as long as your Withdrawal Benefit Base is greater than zero, you will receive your full Annual Withdrawal Amount every year until you die.

If you defer taking any withdrawals in an Account Year during the RIE II Bonus Period, your Withdrawal Benefit Base will be increased by an amount equal to 7% of your RIE II Bonus Base. However, if this amount is less than the amount you will receive under a step-up, the Withdrawal Benefit Base will instead be increased by the step-up amount, unless there is a fee increase as described under “Step-Up Under RIE II.” In the case of a fee increase, we will notify you in writing, in advance of your Contract Anniversary, and seek your written consent to the step-up and fee increase. If you do take a withdrawal, you are still eligible for step-up. (See “Step-Up under RIE II” in this Appendix.) In this way, if you defer taking withdrawals during your early Account Years, you will be able to take larger withdrawals in later Account Years. Your Annual Withdrawal Amount is not, however, cumulative: any unused portion of your Annual Withdrawal Amount in any Account Year cannot be applied to a future year.

Note that the timing and amount of your withdrawals may significantly decrease, and even terminate, your total benefits under RIE II, including reducing your Account Value to zero and thereby terminating your Contract without value, as described further under “Withdrawals Under RIE II” in this Appendix. Note also that investing in any Fund, other than a Designated Fund, will cancel RIE II, as described under “Cancellation of RIE II” in this Appendix.

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Here is an example of how RIE II works. This example assumes that your Contract was purchased on or after February 17, 2009.

Assume that you are age 65 when your Contract is issued with an initial Purchase Payment of $100,000 and that you elected to participate in RIE II with single-life coverage. (If you selected joint-life coverage the numbers shown in the example could be different.) Your Withdrawal Benefit Base and your RIE II Bonus Base are each set equal to your initial Purchase Payment on your Issue Date. Because you reached age 59 prior to your Issue Date, your RIE II Coverage Date is your Issue Date. You can begin at any time to withdraw up to your Annual Withdrawal Amount each Account Year without reducing your Withdrawal Benefit Base. During the RIE II Bonus Period, your Withdrawal Benefit Base will increase by 7% of your RIE II Bonus Base each Account Year in which you do not take a withdrawal. By deferring your withdrawals during a RIE II Bonus Period you will increase your Withdrawal Benefit Base, which in turn may maximize your Annual Withdrawal Amount. After the RIE II Bonus Period, you will still be eligible to take your Annual Withdrawal Amount each year and to step-up your Withdrawal Benefit Base. However, you will no longer be eligible for the 7% bonus each year. (For convenience, assume that the investment performance on your underlying investments remains constant throughout the life of your Contract, except for Account Year 2.)

Assume that, because of good investment performance of the Designated Funds during Account Year 2, your Account Value has grown to $125,000 on your second Account Anniversary. Your Contract is, therefore, eligible for an automatic step-up of its Withdrawal Benefit Base and RIE II Bonus Base. Assume that we have not increased the percentage used to calculate the RIE II Fee on newly issued Contracts; therefore we will step up your Withdrawal Benefit Base and your RIE II Bonus Base to $125,000. Your new Annual Withdrawal Amount will be 5% of your new Withdrawal Benefit Base, or $6,250. Going forward, your new RIE II Bonus Base will be $125,000, unless increased by another step-up or reduced by an Excess Withdrawal, and your RIE II Bonus Period will now end on your 12^th Account Anniversary (i.e., ten years after the step-up). All values shown are as of the beginning of the Account Year.

Account Year	Account Value	Withdrawal Benefit Base	RIE II Bonus Base	Annual Withdrawal Amount	Withdrawals
1	$100,000	$100,000	$100,000	$5,000	$0
2	$100,000	$107,000	$100,000	$5,350	$0
3	$125,000	$125,000	$125,000	$6,250	$0

Assume you take your first withdrawal when you are age 71 in Account Year 7. Using the chart on the previous page, we set your Lifetime Withdrawal Percentage at 5%. Your Annual Withdrawal Amount will be equal to 5% of your Withdrawal Benefit Base. You can begin withdrawing up to $8,000 each Account Year without reducing your Withdrawal Benefit Base, as shown in the following table:

4	$125,000	$133,750	$125,000	$6,688	$0
5	$125,000	$142,500	$125,000	$7,125	$0
6	$125,000	$151,250	$125,000	$7,563	$0
7	$125,000	$160,000	$125,000	$8,000	$8,000
8	$117,000	$160,000	$125,000	$8,000	$8,000

Assume in Account Year 9, you defer taking a withdrawal. Your Withdrawal Benefit Base will increase by $8,750 which is 7% of your RIE II Bonus Base ($125,000). Your new Annual Withdrawal Amount will be set equal to $8,438, which is 5% of your new Withdrawal Benefit Base ($168,750), as shown below:

9	$109,000	$160,000	$125,000	$8,000	$0
10	$109,000	$168,750	$125,000	$8,438	$8,438

Assume that in Account Year 14, you again decide to defer taking a withdrawal. Your Withdrawal Benefit Base will not be increased because you are no longer in the RIE II Bonus Period, as your RIE II Bonus Period ends 10 years after the previous step-up.

11	$100,563	$168,750	$125,000	$8,438	$8,438
12	$92,125	$168,750	$125,000	$8,438	$8,438
13	$83,688	$168,750	$125,000	$8,438	$8,438
14	$75,250	$168,750	$125,000	$8,438	$0
15	$75,250	$168,750	$125,000	$8,438	$8,438

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There is no way to know for certain whether forgoing income in one or more years will increase or decrease the total income paid to the Participant over the life of the annuity. Generally speaking, not taking income in a year will increase the Annual Withdrawal Amount during the RIE II Bonus Period due to the bonus and the potential for step-ups. In this way, if you defer taking withdrawals during your early Account Years, you will be able to take larger withdrawals in later Account Years. Your Annual Withdrawal Amount is not, however, cumulative: any unused portion of your Annual Withdrawal Amount in any Account Year cannot be applied to a future year.

The total lifetime payments to the Participant could be more or less depending upon investment performance over the life of the Contract and the age to which the Participant lives. Better investment performance and a longer life span generally make it advantageous to forgo the Annual Withdrawal Amount in a limited number of years.

Withdrawals Under RIE II

Withdrawals After the RIE II Coverage Date

Starting on your RIE II Coverage Date and continuing to your Annuity Commencement Date, you may take withdrawals totaling up to your Annual Withdrawal Amount each Account Year without reducing your Withdrawal Benefit Base. These withdrawals will reduce your Account Value by the amount of the withdrawal, but will not change your Withdrawal Benefit Base. These withdrawals are subject to withdrawal charges only to the extent they are in excess of the greatest of:

• the free withdrawal amount permitted under your Contract (discussed under “Free Withdrawal Amount” under “Withdrawal Charge” in the prospectus to which this Appendix is attached);

• your Yearly Required Minimum Distribution Amount (subject to conditions discussed under “Certain Tax Provisions” in this Appendix); and

• your Annual Withdrawal Amount.

The previous example shows withdrawals taken after your RIE II Coverage Date. Because they do not exceed your Annual Withdrawal Amount (or your Required Minimum Distribution amount, if higher), the withdrawals do not reduce your Withdrawal Benefit Base or your Annual Withdrawal Amount. The withdrawals in the above example are not subject to any withdrawal charges because they do not exceed any of the following:

• your free withdrawal amount permitted under this Contract,

• your Required Minimum Distribution Amount, or

• your Annual Withdrawal Amount.

If a withdrawal exceeds the greatest of these amounts, then the withdrawal would be subject to withdrawal charges.

Excess Withdrawals

If you take an Excess Withdrawal, your RIE II Bonus Base and your Withdrawal Benefit Base will be reduced according to the following formulas:

Your new RIE II Bonus Base	=	BB x	(	AV - WD	)
				AV - AWA
Your new Withdrawal Benefit Base	=	WBB x	(	AV - WD	)
				AV - AWA

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Where:
	BB	=	Your RIE II Bonus Base immediately prior to the Excess Withdrawal.
	WBB	=	Your Withdrawal Benefit Base immediately prior to the Excess Withdrawal.
	WD	=	The amount of the Excess Withdrawal.
	AV	=	Your Account Value immediately prior to the Excess Withdrawal.
	AWA	=	Your Annual Withdrawal Amount minus any prior partial withdrawals taken during the current Account Year.

Using the facts of the above example, assume that in Account Year 7, you take two withdrawals: a $4,000 withdrawal followed by a $6,000 withdrawal. Your first withdrawal reduces your Account Value to $121,000 but does not affect your RIE II Bonus Base or Withdrawal Benefit Base because it is not in excess of your Annual Withdrawal Amount. Your second withdrawal (when combined with the first) is in excess of your $8,000 Annual Withdrawal Amount. After your second withdrawal, your RIE II Bonus Base and your Withdrawal Benefit Base will be reduced as follows:

Your new RIE II Bonus Base	=	$	125,000	x	$121,000 - $6,000
					$121,000 - ($8,000 - $4,000)
	=	$	125,000	x	$115,000
					$117,000
	=	$	125,000	x	0.98291
	=	$	122,863
Your new Withdrawal Benefit Base	=	$	160,000	x	$121,000 - $6,000
					$121,000 - ($8,000 - $4,000)
	=	$	160,000	x	$115,000
					$117,000
	=	$	160,000	x	0.98291
	=	$	157,265

Beginning on your Account Anniversary and going forward, your new Annual Withdrawal Amount will be reduced to 5% of your new Withdrawal Benefit Base, or $7,863.

You should be aware that, if your Account Value is less than the Withdrawal Benefit Base at the time an Excess Withdrawal is taken (as in the above example), then your Withdrawal Benefit Base and your RIE II Bonus Base will be reduced by an amount equal to or more than the excess amount withdrawn. Thus, Excess Withdrawals taken in a down market could severely reduce, and even terminate, your benefits under RIE II, including reducing your Account Value to zero and thereby terminating your Contract without value.

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Early Withdrawals

All withdrawals taken before your RIE II Coverage Date, including any “free withdrawal amounts” permitted under your Contract, will be considered Early Withdrawals and your RIE II Bonus Base and your Withdrawal Benefit Base will be reduced using the following formulas:

Your new RIE II Bonus Base	=	BB x	(	AV - WD	)
				AV
Your new Withdrawal Benefit Base	=	WBB x	(	AV - WD	)
				AV

Where:
	BB	=	Your RIE II Bonus Base immediately prior to the Early Withdrawal.
	WBB	=	Your Withdrawal Benefit Base immediately prior to the Early Withdrawal.
	WD	=	The amount of the Early Withdrawal.
	AV	=	Your Account Value immediately prior to the Early Withdrawal.

Assume that you are age 45 when your Contract is issued with an initial Purchase Payment of $100,000 and that you elected to participate in RIE II with single-life coverage. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Withdrawal Benefit Base and your RIE II Bonus Base are each set equal to your initial Purchase Payment on your Issue Date. Your Withdrawal Benefit Base will increase by 7% of your RIE II Bonus Base each year in which you do not take a withdrawal. Your RIE II Coverage Date will not occur until your 15^th Account Anniversary (the first Account Anniversary after you reach age 59). Any withdrawals you take prior to that time will be Early Withdrawals.

Assume that because of good investment performance of the Designated Funds during Account Year 2, your Account Value has grown to $125,000 on your second Account Anniversary. Your Contract is therefore eligible for an automatic step-up of its Withdrawal Benefit Base and RIE II Bonus Base. Assume that we have not increased the percentage used to calculate the RIE II Fee on newly issued Contracts; therefore we will step-up your Withdrawal Benefit Base and your RIE II Bonus Base to $125,000.

Assume that, in your Account Year 7, you withdraw $10,000. Because you are age 51 (and younger than age 59), this is an Early Withdrawal. All values shown are as of the beginning of the Account Year.

Account Year	Account Value	Withdrawal Benefit Base	RIE II Bonus Base	Annual Withdrawal Amount	Withdrawals
1	$100,000	$100,000	$100,000	$0	$0
2	$100,000	$107,000	$100,000	$0	$0
3	$125,000	$125,000	$125,000	$0	$0
4	$125,000	$133,750	$125,000	$0	$0
5	$125,000	$142,500	$125,000	$0	$0
6	$125,000	$151,250	$125,000	$0	$0
7	$125,000	$160,000	$125,000	$0	$10,000

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At this point, your RIE II Bonus Base and your Withdrawal Benefit Base will be recalculated as follows:

Your new RIE II Bonus Base	=	$	125,000	x	$125,000 - $10,000
					$125,000
	=	$	125,000	x	$115,000
					$125,000
	=	$	125,000	x	0.92000
	=	$	115,000
Your new Withdrawal Benefit Base	=	$	160,000	x	$125,000 - $10,000
					$125,000
	=	$	160,000	x	$115,000
					$125,000
	=	$	160,000	x	0.92000
	=	$	147,200

Your Annual Withdrawal Amount will still be $0 because you have not reached your RIE II Coverage Date.

You should be aware that Early Withdrawals could severely reduce, and even terminate, your benefits under RIE II, including reducing your Account Value to zero and thereby terminating your Contract without value.

In addition to reducing your benefits under RIE II, any withdrawal before you reach age 59 ¹⁄₂ could have adverse state and federal tax liabilities. You should consult a qualified tax professional for more information.

Depleting Your Account Value

If your Account Value is reduced to zero immediately following an Excess Withdrawal or an Early Withdrawal, then your Withdrawal Benefit Base and the RIE II Bonus Base will both be reduced to zero and your Contract will terminate without value. Therefore, your Contract, as well as benefits available with RIE II, will end.

If, on the other hand, your Account Value is reduced to zero through any combination of poor investment performance of the Designated Funds, Contract charges, and withdrawals other than Excess Withdrawals or Early Withdrawals, your Withdrawal Benefit Base will not be reduced. Your Contract will end, but your right to receive an annual withdrawal amount will continue. That is to say, regardless of your age on the day the Account Value is reduced to zero, you will be entitled to receive your Annual Withdrawal Amount each year for as long as you live.

Cost of RIE II

If you elect RIE II, we will deduct a quarterly fee from your Account Value (“RIE II Fee”). The RIE II Fee will be taken as a specific deduction from your Account Value on the last valuation day of each Account Quarter. The RIE II Fee will be a percentage of your Withdrawal Benefit Base. This percentage will equal 0.2375% of your Withdrawal Benefit Base on the last day of the Account Quarter if you elected single-life coverage (0.2875% for joint-life coverage). The maximum RIE II Fee you can pay in any one Account Year is equal to 0.95% of the highest Withdrawal Benefit Base at any point in that Account Year if you elected single-life coverage (1.15% for joint-life coverage).

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If you purchased your Contract prior to February 17, 2009, your cost for RIE II was initially, on an annual basis, 0.80% of the highest Withdrawal Benefit Base for single-life coverage (1.00% for joint-life coverage). Your cost for RIE II will not increase unless:

• you decide to step-up your Withdrawal Benefit Base, as described below under “Step-Up Under RIE II,” and

• you consent in writing, at the time of step-up, to accept an increase in your RIE II Fee to 0.95% for single-life coverage (1.15% for joint-life coverage).

If you do not consent to the higher fee, the step-up will not be implemented and all subsequent step-ups will be suspended unless and until we receive your written consent to the higher fee.

Your RIE II Fee will not change during an Account Year, unless you take one of the following specific actions:

• If you make an additional Purchase Payment during your first Account Year, you will increase your Withdrawal Benefit Base and thus your RIE II Fee.

• If you make a withdrawal before your RIE II Coverage Date or a withdrawal in excess of your Annual Withdrawal Amount, you will decrease your Withdrawal Benefit Base and thus your RIE II Fee.

However, on each Account Anniversary, we determine whether favorable investment performance of the Designated Funds may cause the Withdrawal Benefit Base to increase as described below under “Step-Up Under RIE II.” If your Withdrawal Benefit Base increases because of favorable investment performance, your RIE II fee will also increase because it is recalculated on each Account Anniversary based upon your highest Withdrawal Benefit Base during that Account Year.

We will continue to deduct the RIE II Fee until you annuitize your Contract, your Account Value reduces to zero, or your RIE II is terminated or cancelled as described under “Cancellation of RIE II” in this Appendix.

Step-Up Under RIE II

Regardless of your age on the Issue Date, on each Account Anniversary prior to your Annuity Commencement Date, we will automatically step-up your Withdrawal Benefit Base and your RIE II Bonus Base, provided that you satisfy certain requirements. First, you must meet eligibility requirements:

• Your Account Value must equal no more than $5,000,000. (For purposes of determining the $5,000,000 limit, we reserve the right, in our sole discretion, to aggregate your Account Value with the account values of all other variable annuity contracts you own issued by Delaware Life or its affiliates.)

• Your highest quarter-end Account Value (adjusted for subsequent Purchase Payments and withdrawals) during the most recent Account Year (“Highest Quarterly Value”) must be greater than your current Withdrawal Benefit Base (adjusted for any applicable 7% bonus increases).

Second, if you satisfy the eligibility requirements, we then consider whether market conditions have caused us to increase the percentage rate used to calculate the RIE II Fee.

• If we have not had to increase the percentage rate as described above, the percentage rate we use to calculate your RIE II Fee will remain unchanged and we will automatically step-up your Withdrawal Benefit Base and your RIE II Bonus Base

• If we have had to increase the percentage rate as described above, we offer you the opportunity to step-up at the higher percentage rate. In this case, your written consent is required to accept the higher percentage rate used to calculate your RIE II Fee and step-up your Withdrawal Benefit Base and RIE II Bonus Base. If you do not consent to the step-up and higher percentage, the step-up will not be implemented and all subsequent step-ups of your Withdrawal Benefit Base and RIE II Bonus Base will also be suspended. You may thereafter submit an election form to us, however, in order to consent to the then-applicable percentage rate and thus reactivate subsequent automatic step-ups.

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At the time of step-up, we will increase your Withdrawal Benefit Base and RIE II Bonus Base to an amount equal to the Highest Quarterly Value, if such amount exceeds your current Withdrawal Benefit Base (adjusted for any applicable 7% bonus increases). If the step-up occurs during the RIE II Bonus Period, your RIE II Bonus Period will renew for another 10-year period commencing at the time of step-up.

If your Lifetime Withdrawal Percentage has already been determined and your age at the time of step-up coincides with a higher percentage as shown in the applicable table below, your Lifetime Withdrawal Percentage will increase. After the step-up, your Annual Withdrawal Amount will be your Lifetime Withdrawal Percentage multiplied by your new Withdrawal Benefit Base. If you purchased your Contract on or after February 17, 2009, your Lifetime Withdrawal Percentage is determined, based upon your age at time of step-up, as follows:

Your Age at Step-up*	Lifetime Withdrawal Percentage
59 - 64	4%
65 - 74	5%
75 - 79	6%
80 or older	7%

* If you elected joint-life coverage, the age ranges are based upon the age of the younger spouse as described under “Joint-Life Coverage” in this Appendix.

If you purchased your Contract prior to February 17, 2009, your Lifetime Withdrawal Percentage is determined, based upon your age at time of step-up, as follows:

Your Age at Step-up*	Lifetime Withdrawal Percentage
59 - 69	5%
70 - 79	6%
80 or older	7%

* If you elected joint-life coverage, the age ranges are based upon the age of the younger spouse as described under “Joint-Life Coverage” in this Appendix.

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Here are examples of how step-up works under a few different circumstances. In each of the four examples, Account Values shown are as of the last day of each Account Quarter. Adjustments are made on the day a Purchase Payment or withdrawal is made. All four examples assume that the Contract was purchased on or after February 17, 2009.

Assume that you are 65 years old when you purchase a Contract with an initial Purchase Payment of $100,000, and that you elect to participate in RIE II with single-life coverage. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Withdrawal Benefit Base and your RIE II Bonus Base are each equal to your initial Purchase Payment. Your Annual Withdrawal Amount is $5,000 (5% of your Withdrawal Benefit Base).

The Account Values on each of your four Account Quarters are $113,000, $108,000, $90,000, and $103,000, respectively. No additional Purchase Payments are made and no withdrawals are taken, so no adjustments to these values are necessary. The highest adjusted quarterly value is $113,000. Your new Withdrawal Benefit Base is set to equal to $113,000 since that amount exceeds your previous Withdrawal Benefit Base increased by 7% of your RIE II Bonus Base ($100,000 + $7,000).

Time	Account Value		Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)	Withdrawal Benefit Base
Issue		$100,000	n/a	n/a		$100,000
End of First Quarter		$113,000	n/a	$113,000		$100,000
End of Second Quarter		$108,000	n/a	$108,000		$100,000
End of Third Quarter		$90,000	n/a	$90,000		$100,000
End of Fourth Quarter (before step-up)		$103,000	n/a	$103,000		$100,000
Highest Quarterly Value (after adjustments)				$113,000
Step-up comparison		Is $113,000 greater than $100,000 + $7,000? Yes, so step-up.
On the Account Anniversary (after step-up)
New Withdrawal Benefit Base =		$113,000	Highest Quarterly Value (after adjustments)
New Annual Withdrawal Amount =		$5,650	$113,000 x 5%
New RIE II Bonus Base =		$113,000

Please note: The end of the fourth Account Quarter and the Account Anniversary are the same day. We only make the distinction to separate values before and after step-up.

If you make an additional Purchase Payment during your first Account Year, your Account Value, your Withdrawal Benefit Base, and your RIE II Bonus Base are each immediately increased by the amount of the additional Purchase Payment.

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Here is an example of how an additional Purchase Payment of $50,000 made in the first Account Quarter would affect your step-up:

Time	Account Value		Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)	Withdrawal Benefit Base
Issue		$100,000	n/a	n/a		$100,000
End of First Quarter		$113,000	$50,000	$163,000		$100,000
$50,000 Purchase Payment		$163,000	n/a	n/a		$150,000
End of Second Quarter		$158,000	n/a	$158,000		$150,000
End of Third Quarter		$140,000	n/a	$140,000		$150,000
End of Fourth Quarter (before step-up)		$153,000	n/a	$153,000		$150,000
Highest Quarterly Value (after adjustments)				$163,000
Step-up comparison		Is $163,000 greater than $150,000 + $10,500? Yes, so step-up.
On the Account Anniversary (after step-up)
New Withdrawal Benefit Base =		$163,000	Highest Quarterly Value (after adjustments)
New Annual Withdrawal Amount =		$8,150	$163,000 x 5%
New RIE II Bonus Base =		$163,000

Please note: Since the additional Purchase Payment occurred after the first Account Quarter, the first Account Quarter value was adjusted.

Here is an example of how a $4,000 withdrawal taken in the second Account Quarter would affect your step-up:

Time	Account Value		Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)	Withdrawal Benefit Base
Issue		$100,000	n/a	n/a		$100,000
End of First Quarter		$113,000	- $4,000	$109,000		$100,000
$4,000 withdrawal		$109,000	n/a	n/a		$100,000
End of Second Quarter		$104,000	n/a	$104,000		$100,000
End of Third Quarter		$86,000	n/a	$86,000		$100,000
End of Fourth Quarter (before step-up)		$99,000	n/a	$99,000		$100,000
Highest Quarterly Value (after adjustments)				$109,000
Step-up comparison		Is $109,000 greater than $100,000 + $0 (no bonus since withdrawal taken)? Yes, so step-up.
On the Account Anniversary (after step-up)
New Withdrawal Benefit Base =		$109,000	Highest Quarterly Value (after adjustments)
New Annual Withdrawal Amount =		$5,450	$109,000 x 5%
New RIE II Bonus Base =		$109,000

Please note: Since the withdrawal occurred after the first Account Quarter, the first Account Quarter value was adjusted.

Assume instead you take a $40,000 withdrawal in the second Account Quarter at a point when the Account Value equaled $99,000 immediately before the withdrawal. Since this withdrawal exceeds your Annual Withdrawal Amount,

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it is considered an Excess Withdrawal. The Excess Withdrawal reduces your Withdrawal Benefit Base and your RIE II Bonus Base as described under “Excess Withdrawals” in this Appendix. All previous quarter-end Account Values are first reduced by the Annual Withdrawal Amount less any prior withdrawals taken in that Account Year and then adjusted in the same proportion that the Withdrawal Benefit Base was adjusted after the Excess Withdrawal. (See the two-step calculation shown in the box below the following example.)

Time	Account Value		Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)	Withdrawal Benefit Base
Issue		$100,000	n/a	n/a		$100,000
End of First Quarter		$113,000	- $45,213	$67,787		$100,000
$40,000 withdrawal		$59,000	n/a	n/a		$62,766
End of Second Quarter		$68,000	n/a	$68,000		$62,766
End of Third Quarter		$50,000	n/a	$50,000		$62,766
End of Fourth Quarter (before step-up)		$63,000	n/a	$63,000		$62,766
Highest Quarterly Value (after adjustments)				$68,000
Step-up comparison		Is $68,000 greater than $62,766 + $0 (no bonus since withdrawal taken)? Yes, so step-up.
On the Account Anniversary (after step-up)
New Withdrawal Benefit Base =		$68,000	Highest Quarterly Value (after adjustments)
New Annual Withdrawal Amount =		$3,400	$68,000 x 5%
New RIE II Bonus Base =		$68,000

(1)	Reduce the end of First Quarter Account Value by the Annual Withdrawal Amount less any prior withdrawals taken in that Account Year	=	$	113,000	-	$5,000		=  $	108,000
(2)	Adjust the Account Value for the first Account Quarter	=	$	108,000 x	(	$99,000 - $40,000	)	=  $	67,787
						$99,000 - $5,000
	The total adjustment	=	$	113,000	-	$67,787		=  $	45,213

All of the above examples assume that you are age 65 at issue, so your Lifetime Withdrawal Percentage is 5%. Assume instead you are age 74 at issue and have attained age 75 on your first Account Anniversary. Follow the first example where no withdrawals were taken and no additional Purchase Payments were made. When your Withdrawal Benefit Base steps-up to $113,000, your new Lifetime Withdrawal Percentage is 6% since you had attained age 75 by your first Account Anniversary. Your Annual Withdrawal Amount is now $6,780.

Joint-Life Coverage

On the Issue Date, you have the option of electing RIE II with single-life coverage or, for a higher RIE II Fee, with joint-life coverage. Once you make the election, you cannot switch between joint-life and single-life coverage, regardless of any change in life events. Joint-life coverage is not available if you are unmarried on the Issue Date.

Joint-life coverage can be elected on an individually-owned Contract or on a co-owned Contract. On an individually-owned Contract, joint-life coverage is available only if your spouse is the sole primary beneficiary on the Issue Date and remains the sole primary beneficiary while RIE II is in effect. On a co-owned Contract, joint-life coverage is

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available only if you and your spouse are the only co-owners on the Issue Date and remain so while RIE II is in effect. Whereas single-life coverage provides annual withdrawals under RIE II only until any Participant dies, joint-life coverage provides annual withdrawals under RIE II for as long as either you or your spouse is alive. (Note, however, upon the death of a spouse, the Contract, including RIE II, ends. To take annual withdrawals under RIE II’s joint-life feature after the death of a spouse, the surviving spouse must first elect to continue the Contract through the “Spousal Continuance” provision.) See also “Death of Participant Under RIE II with Joint-Life Coverage” in this Appendix.

If you have elected joint-life coverage, the RIE II Coverage Date will be your Issue Date if the younger spouse is at least age 59 on the Issue Date, and will be the first Account Anniversary after the younger spouse attains (or would have attained) age 59 if the younger spouse is less than age 59 on the Issue Date. (For purposes of joint-life coverage, the younger spouse refers to the person who was the younger spouse on the Issue Date, even if that person has died or is no longer married to the person who was his or her spouse on the Issue Date.) Thus, Early Withdrawals will be determined based upon this definition of your RIE II Coverage Date. Your Lifetime Withdrawal Percentage will be determined based on the age that the younger spouse is (or would have been) on the date of the first withdrawal under the Contract after the RIE II Coverage Date, as shown in the tables below. If you purchased your Contract on or after February 17, 2009, your Lifetime Withdrawal Percentage is determined, as follows:

Age of Younger Spouse on Date of the First Withdrawal After Your RIE II Coverage Date	Lifetime Withdrawal Percentage
59 - 64	4%
65 - 74	5%
75 - 79	6%
80 or older	7%

If you purchased your Contract prior to February 17, 2009, your Lifetime Withdrawal Percentage is determined, as follows:

Age of Younger Spouse on Date of First Withdrawal After Your RIE II Coverage Date	Lifetime Withdrawal Percentage
59 - 69	5%
70 - 79	6%
80 or older	7%

Your Annual Withdrawal Amount equals your Withdrawal Benefit Base multiplied by your Lifetime Withdrawal Percentage. Once your Annual Withdrawal Amount is calculated, the Lifetime Withdrawal Percentage will not change except if a step-up occurs as described under “Step-Up Under RIE II” in this Appendix. The Lifetime Withdrawal Percentage will then be reset, if higher, to the percentage for then attained age of the younger spouse.

The two spouses on the Issue Date are the only two people covered under the joint-life feature. If a Participant remarries, the new spouse is not covered under the joint-life feature. Therefore, if the spouse on the Issue Date is no longer your spouse, RIE II benefits continue for your life and, when you die, annual withdrawals are no longer available. Note that, when you elect joint-life coverage, you also elect the higher joint-life fee. That fee will not change as long as RIE II is in effect, regardless of any change in life events.

If one spouse is significantly younger than the other spouse, you should carefully consider whether joint-life coverage is an appropriate choice in light of the possibility of a longer waiting period before withdrawals under RIE II can be made and in light of the higher fee for joint-life coverage.

Joint-life coverage may not be available on all Contracts.

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Cancellation of RIE II

Should you decide that RIE II is no longer appropriate for you, you may cancel RIE II at any time. Upon cancellation, all benefits and charges under RIE II shall cease. Once cancelled, RIE II cannot be reinstated.

Although transfers among the Designated Funds are permitted as described under “Transfer Privilege” in the prospectus to which this Appendix is attached, RIE II will be cancelled automatically:

• if any Purchase Payment is allocated to an investment option other than a Designated Fund; or

• if any portion of Account Value maintained in a Designated Fund is transferred into an investment option other than a Designated Fund.

RIE II will also be cancelled for any of the following:

• upon a termination of the Contract;

• upon annuitization*; or

• your Withdrawal Benefit Base is reduced to zero as a result of Early or Excess Withdrawals.

* Note that the Maximum Annuity Commencement Date permitted under this Contract is the first day of the month following the Annuitant’s 95^th birthday. See “Selection of Annuity Commencement Date” under “THE INCOME PHASE - ANNUITY PROVISIONS” in the prospectus to which this Appendix is attached.

A change of ownership of the Contract may also cancel your benefits under RIE II.

Death of Participant Under RIE II with Single-Life Coverage

If you selected single-life coverage, RIE II terminates on the death of any Participant and the Beneficiary may elect to exercise any of the available options under the Death Benefit provisions of the Contract. If your surviving spouse is the sole primary Beneficiary and elects to continue the Contract, your spouse has the additional option of electing to participate in a new RIE II on the original Contract (assuming that your surviving spouse meets certain eligibility requirements). If the surviving spouse makes such election:

• the new Account Value and the new Withdrawal Benefit Base will both be set equal to the Death Benefit amount;

• the new percentage rate used to calculate the RIE II Fee will be set by us based on market conditions at the time and may be higher than the current percentage rate used to calculate the RIE II Fee;

• the new Withdrawal Benefit Base and the new RIE II Bonus Base will each be equal to the Account Value after any Death Benefit has been credited;

• the new Lifetime Withdrawal Percentage will be based on the age of the surviving spouse; and

• a new RIE II Bonus Period begins.

Death of Participant Under RIE II with Joint-Life Coverage

If the surviving spouse on the Death Benefit Date was not the spouse of a Participant on the original Contract’s Issue Date, then this section does not apply, even if joint-life coverage was elected. In such case, if a Participant dies while participating in RIE II, the provisions of the section titled “Death of Participant Under RIE II with Single-Life Coverage” will apply.

If you purchased joint-life coverage and one of the Participants dies, RIE II will continue, provided that the surviving spouse, as the sole primary beneficiary, continues the Contract. In such case:

• the new Account Value will be equal to the Death Benefit;

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• the RIE II Fee for the joint-life coverage option will continue for the surviving spouse as it was immediately prior to the death of the Participant;

• the Withdrawal Benefit Base and the RIE II Bonus Base will remain unchanged until the next Account Anniversary when a step-up could apply due to an increase in Account Value (see “Step-Up Under RIE II” in this Appendix);

• if withdrawals under RIE II have not yet begun, the Lifetime Withdrawal Percentage will be based on the age the younger spouse attains (or would have attained) on the date of the first withdrawal after the RIE II Coverage Date;

• if withdrawals under RIE II have already begun, the Lifetime Withdrawal Percentage will be the Lifetime Withdrawal Percentage that applied to the Contract prior to the death of the Participant; and

• the RIE II Bonus Period will continue unchanged from the original contract.

At the death of the surviving spouse, the Contract, including RIE II, will terminate.

If you purchased joint-life coverage and the deceased Participant’s surviving spouse does not continue the Contract, your Beneficiary may elect any available option under the Death Benefit provisions of the Contract.

Annuitization Under RIE II

Under the terms of RIE II, if your Account Value is greater than zero on your Maximum Annuity Commencement Date, you may elect to:

(1) surrender your Contract and receive your Cash Surrender Value,

(2) annuitize your Account Value under one of the then currently available Annuity Options, or

(3) annuitize your remaining Account Value as a single-life annuity (or a joint-life annuity, if joint-life coverage was elected at issue and is still eligible) with an annualized annuity payment of not less than your then current Annual Withdrawal Amount.

If you make no election, we will default your choice to option 3.

If your Account Value has been reduced to zero (other than as a result of an Early Withdrawal or an Excess Withdrawal), and your Withdrawal Benefit Base is greater than zero on or before your Maximum Annuity Commencement Date, you will receive your full Annual Withdrawal Amount until you die. For a more complete discussion of this, see “Depleting Your Account Value” in this Appendix.

Certain Tax Provisions

Certain state and federal income tax provisions may be important to you in connection with a living benefit, such as RIE II. If you elected to participate in RIE II, we will inform you that you may withdraw annual amounts up to your Yearly RMD Amount without reducing your guaranteed withdrawal benefit. To assist you in complying with the RMD requirements, each year, we will notify you in early January of your calculated Yearly RMD Amount and inform you that you may withdraw annual amounts up to your Yearly RMD Amount without reducing your guaranteed withdrawal benefit.

In the event that your Yearly RMD Amount attributable to your Contract is greater than the maximum withdrawal amount permitted each year under RIE II, we are currently waiving withdrawal provisions as follows. If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in RIE II, we reduce your Account Value dollar for dollar by the amount of the withdrawal. In addition, for that year only, your Annual Withdrawal Amount under RIE II will be reduced, dollar for dollar, by the amount of the withdrawal. We will not, however, penalize you if the current Federal Tax Laws require you to withdraw from your Contract an amount

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greater than your Annual Withdrawal Amount. In other words, we will not reduce your Annual Withdrawal Amount for future years (or your Withdrawal Benefit Base or Bonus Base), if a Yearly RMD Amount exceeds your Annual Withdrawal Amount, provided that:

• you withdraw your Qualified Contract’s first Yearly RMD Amount in the calendar year you attain age 70 ¹⁄₂ rather than postponing the withdrawal of that Amount until the first quarter of the next calendar year, and

• you do not make any withdrawal from your Qualified Contract that would result in you receiving, in any Account Year, more than one calendar year’s Yearly RMD Amount.

Currently, any withdrawal in excess of the Annual Withdrawal Amount that is taken to satisfy the Yearly RMD Amounts will not be treated as an Excess Withdrawal, and will not reduce the Withdrawal Benefit Base. However, if there is any material change to the current Code or IRS Rules governing the timing or determination of required minimum distribution amounts, then the Company reserves the right to treat any withdrawal greater than the Annual Withdrawal Amount as an Excess Withdrawal which may significantly reduce the Withdrawal Benefit Base.

For a further discussion of some of these provisions, please refer to “TAX PROVISIONS - Impact of Optional Death Benefits and Optional Living Benefits” in the prospectus to which this Appendix is attached.

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APPENDIX N - Income ON Demand^® II Escalator

The optional living benefit known as Income ON Demand II Escalator (“IOD II Escalator”) was available on Contracts purchased on or after October 20, 2008, and prior to August 17, 2009, and on certain limited Contracts purchased on or after August 17, 2009. If you elected to participate in IOD II Escalator, the following information applies to your Contract. IOD II Escalator is no longer available for sale on new Contracts.

If you purchased your Contract prior to February 17, 2009, and elected to participate in IOD II Escalator, your Lifetime Income Percentage (defined below) is different from the Lifetime Income Percentage available on Contracts purchased on or after that date. (See “Determining Your Annual Income Amount,” “Step-Up Under IOD II Escalator,” and “Joint-Life Coverage” in this Appendix.) In addition, unless you “step-up” as described under “Step-Up Under IOD II Escalator,” the fee charged for IOD II Escalator is lower than the fee charged on Contracts purchased on or after February 17, 2009. (See “Cost of IOD II Escalator” in this Appendix.)

To describe how IOD II Escalator works, we use the following definitions:

Annual Income Amount: The amount added to your Stored Income Balance on each Account Anniversary during your Stored Income Period. It is equal to your Income Benefit Base multiplied by your Lifetime Income Percentage.

Early Withdrawal: Any withdrawal taken prior to your First Withdrawal Date.

Excess Withdrawal: Any withdrawal taken after your First Withdrawal Date that exceeds your Stored Income Balance (or your Required Minimum Distribution Amount, if greater).

Fee Base: The amount used to calculate your “IOD II Escalator Fee” (see “Cost of IOD II Escalator”).

First Withdrawal Date: Your Issue Date if you are at least age 59 at issue, otherwise the first Account Anniversary after you attain age 59.

Income Benefit Base: The amount used to calculate your Annual Income Amount for IOD II Escalator.

Lifetime Income Percentage: The percentage used to calculate your Annual Income Amount.

Stored Income Balance: The amount you may withdraw at any time after your First Withdrawal Date without reducing your benefits under IOD II Escalator.

Stored Income Period: A period beginning on your Issue Date if you are at least age 50 at issue, otherwise the first Account Anniversary following your 50^th birthday, ending on your Annuity Commencement Date.

You and Your: The terms “you” and “your” refer to the oldest living Participant or the surviving spouse of the oldest Participant, as described under the sections entitled “Death of Participant Under IOD II Escalator with Single-Life Coverage” and “Death of Participant Under IOD II Escalator with Joint-Life Coverage.” In the case of a non-natural Participant, these terms refer to the oldest living Annuitant.

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Upon annuitization, IOD II Escalator and any elected optional death benefit automatically terminate.

IOD II Escalator allows you to withdraw a guaranteed amount each year, beginning after your First Withdrawal Date, until the death of any Participant if single-life coverage is elected (or until the death of both the Participant and the Participant’s spouse if joint-life coverage is elected), regardless of the investment performance of the Designated Funds, provided that you comply with certain requirements. The guaranteed annual amount you can withdraw, in any one year, can be 4%, 5%, 6%, or 7% of your Income Benefit Base depending upon your age. Any amount that you do not withdraw in a given year will remain in the Stored Income Balance and can be withdrawn at any time in the future.

If you are participating in IOD II Escalator, you may make Purchase Payments only during your first Account Year. After the first Account Anniversary, any Purchase Payments you submit will be returned to you.

To participate in IOD II Escalator, all of your Account Value must be invested only in Designated Funds at all times during the term of IOD II Escalator. (The term of IOD II Escalator is for life, unless your Income Benefit Base is reduced to zero or your benefits under IOD II Escalator are terminated or cancelled as described under “Cancellation of IOD II Escalator,” “Depleting Your Account Value,” and “Annuitization Under IOD II Escalator” in this Appendix.) The only Funds, dollar-cost averaging program options, and asset allocation models that currently qualify as Designated Funds are listed in the section entitled “DESIGNATED FUNDS” in the prospectus to which this Appendix is attached.

You also had the option of choosing between single-life coverage and joint-life coverage. These options are described in greater detail under “Joint-Life Coverage” and the sections entitled “Death of Participant Under IOD II Escalator with Single-Life Coverage” and “Death of Participant Under IOD II Escalator with Joint-Life Coverage” in this Appendix.

Determining Your Income Benefit Base

On the Issue Date, we set your Income Benefit Base equal to your initial Purchase Payment. Thereafter, your Income Benefit Base is:

• increased on each Account Anniversary by any step-ups as described in this Appendix under “Step-Up Under IOD II Escalator”;

• increased to the extent that you exercise your one-time option to use any amount of your Stored Income Balance to increase your Income Benefit Base, as described below under “How IOD II Escalator Works”;

• increased by any subsequent Purchase Payments you make during the first year following the Issue Date;

• decreased following any Early Withdrawals you take, as described under “Early Withdrawals” in this Appendix; and

• decreased following any Excess Withdrawals you take, as described under “Excess Withdrawals” in this Appendix.

Determining Your Annual Income Amount

Your Annual Income Amount is first determined at the beginning of your Stored Income Period and then on each subsequent Account Anniversary. Your Annual Income Amount is equal to your Income Benefit Base multiplied by your Lifetime Income Percentage. The Lifetime Income Percentage depends upon your age at the beginning of your

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Stored Income Period as shown in the tables below. If you purchased your Contract on or after February 17, 2009, your Lifetime Income Percentage is determined, as follows:

Your Age at the Beginning of Your Stored Income Period*	Lifetime Income Percentage
50 - 64	4%
65 - 74	5%
75 - 79	6%
80 or older	7%

* If you elected joint-life coverage, the age ranges are based upon the age of the younger spouse as described under “Joint-Life Coverage” in this Appendix.

If you purchased your Contract prior to February 17, 2009, your Lifetime Income Percentage is determined, as follows:

Your Age at the Beginning of Your Stored Income Period*	Lifetime Income Percentage
50 - 69	5%
70 - 79	6%
80 or older	7%

* If you elected joint-life coverage, the age ranges are based upon the age of the younger spouse as described under “Joint-Life Coverage” in this Appendix.

Your Lifetime Income Percentage will only increase if your age at the time of step-up coincides with a higher percentage as shown in the tables above. (See “Step-Up Under IOD II Escalator” in this Appendix.) An increase in the Lifetime Income Percentage will increase your Annual Income Amount.

Your Annual Income Amount will also change with any change to your Income Benefit Base as described above under “Determining Your Income Benefit Base.”

Determining Your Stored Income Balance

At the beginning of the Stored Income Period, your Stored Income Balance will equal your Annual Income Amount (your Lifetime Income Percentage multiplied by your Income Benefit Base on that Date). Thereafter, your Stored Income Balance is:

• increased by your Lifetime Income Percentage multiplied by any subsequent Purchase Payments you make during the first year following the Issue Date;

• increased on each Account Anniversary by your Annual Income Amount determined on that Anniversary;

• decreased by the amount of any withdrawals you take, on or after your First Withdrawal Date, up to the amount of your Stored Income Balance;

• decreased to $0 if you take an Excess Withdrawal;

• decreased in proportion to the change in your Account Value if you take an Early Withdrawal; and

• decreased by the amount you use in exercising your one-time option to increase your Income Benefit Base (described below under “How IOD II Escalator Works”).

How IOD II Escalator Works

Under the terms of IOD II Escalator, you can take withdrawals up to the amount of your Stored Income Balance beginning on your First Withdrawal Date, subject to the terms and conditions discussed below. You can use all or a portion of your Stored Income Balance to effect a one-time increase of your Income Benefit Base prior to your Annuity Commencement Date. IOD II Escalator also provides the opportunity to increase your Annual Income Amount if your Lifetime Income Percentage increases as you grow older. (Your Lifetime Income Percentage will only increase if you

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step-up after you reach certain specified ages.) If your Account Value is reduced to zero (other than as a result of an Early Withdrawal or an Excess Withdrawal), and your Income Benefit Base is greater than zero, you will receive your full Annual Income Amount every year until you die.

Withdrawals from your Stored Income Balance can be taken at any time beginning on your First Withdrawal Date and prior to your Annuity Commencement Date without affecting your Income Benefit Base. If, beginning on your First Withdrawal Date, you make a withdrawal that does not exceed your Stored Income Balance:

• your Stored Income Balance will be decreased by the amount withdrawn; and

• the withdrawal will not be subject to withdrawal charges.

You also have the option to use all or a portion of your Stored Income Balance to increase your Income Benefit Base. This option allows you to increase your future Annual Income Amount. While your Contract is in force, you may exercise this option only once and you must do so prior to your Annuity Commencement Date. If you choose to use any portion of your Stored Income Balance to increase your Income Benefit Base:

• your Stored Income Balance will be decreased by the amount used;

• the amount of your Stored Income Balance used will be added to your Income Benefit Base; and

• your new Annual Income Amount on your next Account Anniversary will equal your Lifetime Income Percentage multiplied by your new Income Benefit Base.

Here is an example of how IOD II Escalator works. These examples assume that your Contract was purchased on or after February 17, 2009.

Assume that you are age 65 when your Contract is issued with an initial Purchase Payment of $100,000. Assume you elected to participate in IOD II Escalator with single-life coverage and investment performance of the Designated Funds is constant over the years. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Income Benefit Base is equal to your initial Purchase Payment on your Issue Date. Your Lifetime Income Percentage is 5%. Your Annual Income Amount is $5,000 (5% of your Income Benefit Base). Therefore, $5,000 will be added each year to your Stored Income Balance. All values shown are as of the beginning of the Account Year.

Year	Account Value	Income Benefit Base	Annual Income Amount	Withdrawal	Stored Income Balance
1	$100,000	$100,000	$5,000	$0	$5,000
2	$100,000	$100,000	$5,000	$0	$10,000
3	$100,000	$100,000	$5,000	$0	$15,000
4	$100,000	$100,000	$5,000	$0	$20,000

During your fifth Account Year, you use the full amount of your Stored Income Balance ($25,000) to increase your Income Benefit Base. On your next Account Anniversary, your Income Benefit Base will be increased to $125,000 and your Annual Income Amount will be $6,250 (your Lifetime Income Percentage multiplied by your Income Benefit Base). Therefore $6,250 will be added each year to your Stored Income Balance unless your Annual Income Amount changes.

Year	Account Value	Income Benefit Base	Annual Income Amount	Withdrawal	Stored Income Balance
5	$100,000	$100,000	$5,000	$0	$25,000
6	$100,000	$125,000	$6,250	$0	$6,250
7	$100,000	$125,000	$6,250	$0	$12,500
8	$100,000	$125,000	$6,250	$0	$18,750

Each year thereafter, the Annual Income Amount will be added to the Stored Income Balance in the same manner.

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Assume instead that, during your fifth Account Year, you take a withdrawal of $25,000, thereby reducing your Stored Income Balance to $0. On your next Account Anniversary, your Income Benefit Base will remain at $100,000 and your Annual Income Amount remains at $5,000 (your Lifetime Income Percentage multiplied by your Income Benefit Base). Therefore $5,000 will be added each year to your Stored Income Balance unless your Annual Income Amount changes.

Year	Account Value	Income Benefit Base	Annual Income Amount	Withdrawal	Stored Income Balance
5	$100,000	$100,000	$5,000	$25,000	$0
6	$75,000	$100,000	$5,000	$0	$5,000
7	$75,000	$100,000	$5,000	$0	$10,000
8	$75,000	$100,000	$5,000	$0	$15,000

Each year thereafter, the Annual Income Amount will be added to the Stored Income Balance in the same manner.

Early Withdrawals and Excess Withdrawals may significantly decrease, and even terminate, your benefits under IOD II Escalator, including reducing your Account Value to zero and thereby terminating your Contract without value, as described further below under “Withdrawals Under IOD II Escalator.” Even if your Stored Income Period has begun, withdrawals prior to your First Withdrawal Date are considered Early Withdrawals. Investing in any Fund, other than a Designated Fund, will cancel IOD II Escalator as described under “Cancellation of IOD II Escalator” in this Appendix.

Withdrawals Under IOD II Escalator

Withdrawals After Your First Withdrawal Date

Starting on your First Withdrawal Date and continuing to your Annuity Commencement Date you may take annual withdrawals up to your Stored Income Balance without reducing your Annual Income Amount. These withdrawals will reduce your Stored Income Balance by the full amount of the withdrawal, but will not change your Income Benefit Base. This is shown in the previous example.

Withdrawals taken after your First Withdrawal Date and during the withdrawal charge period permitted under your Contract are subject to withdrawal charges only to the extent they are in excess of the greatest of:

• the free withdrawal amount permitted under your Contract;

• your Stored Income Balance; or

• your Yearly Required Minimum Distribution Amount (subject to conditions discussed under “Certain Tax Provisions” in this Appendix).

Excess Withdrawals

If you take an Excess Withdrawal, your Income Benefit Base will be reduced according to the following formula:

Your new Income Benefit Base	=	IBB x	(	AV - WD	)
				AV - SB

Where:
	IBB	=	Your Income Benefit Base immediately prior to the Excess Withdrawal.
	WD	=	The amount of the Excess Withdrawal.
	SB	=	Your Stored Income Balance (or your Required Minimum Distribution Amount, if greater) immediately prior to the Excess Withdrawal.
	AV	=	Your Account Value immediately prior to the Excess Withdrawal.

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Your Annual Income Amount will be recalculated based on the reduced Income Benefit Base. Here is an example of an Excess Withdrawal:

Using the same facts as the previous example, assume that in your fifth Account Year you take a withdrawal of $50,000, exceeding your Stored Income Balance. Assume that due to poor investment performance during the fifth Account Year your Account Value was $90,000 immediately prior to the withdrawal. Your Income Benefit Base will be reduced to $61,538 as shown below.

Year	Account Value	Income Benefit Base	Annual Income Amount	Withdrawal	Stored Income Balance
5	$100,000	$100,000	$5,000	$50,000	$0
6	$50,000	$61,538	$3,077	$0	$3,077
7	$50,000	$61,538	$3,077	$0	$6,154
8	$50,000	$61,538	$3,077	$0	$9,231

Each year thereafter, the Annual Income Amount will be added to the Stored Income Balance in the same manner.

Your new Income Benefit Base	=	$	100,000 x	(	$90,000 -  $50,000	)	=	$	61,538
					$90,000 - $25,000

Excess Withdrawals taken in a down market could severely reduce, and even terminate, your benefits under IOD II Escalator, including reducing your Account Value to zero and thereby terminating your Contract without value.

Early Withdrawals

All withdrawals taken before your First Withdrawal Date, including any “free withdrawal amounts” permitted under your Contract, will be considered Early Withdrawals and the Income Benefit Base and the Stored Income Balance will be reduced using the following formulas:

Your new Income Benefit Base	=	IBB x	(	AV - WD	)
				AV
Your new Stored Income Balance	=	SB x	(	AV - WD	)
				AV

Where:
	IBB	=	Your Income Benefit Base immediately prior to the Early Withdrawal.
	SB	=	Your Stored Income Balance immediately prior to the Early Withdrawal.
	WD	=	The amount of the Early Withdrawal.
	AV	=	Your Account Value immediately prior to the Early Withdrawal.

Your future Annual Income Amount will be recalculated based on the reduced Income Benefit Base.

In addition, Early Withdrawals will also be subject to withdrawal charges, to the extent that such withdrawals are in excess of the “free withdrawal amount” permitted under your Contract. Early Withdrawals could severely reduce, and even terminate, your benefits under IOD II Escalator, including reducing your Account Value to zero and thereby terminating your Contract without value.

In addition to reducing your benefits under IOD II Escalator, any withdrawal before your First Withdrawal Date could have state and federal income tax liability. You should consult a qualified tax professional for more information.

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Depleting Your Account Value

If your Account Value is reduced to zero immediately following an Early Withdrawal or an Excess Withdrawal (as described above), then your Stored Income Balance and your Income Benefit Base will both be reduced to zero and your Contract will terminate without value. Therefore, your Contract, as well as any benefits available with IOD II Escalator, will end.

If your Account Value is reduced to zero through any combination of poor investment performance of the Designated Funds, Contract charges, and withdrawals other than Excess Withdrawals or Early Withdrawals, your Income Benefit Base will not be reduced. Your Contract will end. You will be entitled to receive annual payments equal to your Lifetime Income Percentage multiplied by your Income Benefit Base. Prior to determining your annual payments, you may increase your Income Benefit Base by any remaining Stored Income Balance as described below. These payments will continue for as long as you live. If you elected joint-life coverage, the payments will continue as long as either you or your spouse are alive as described in this Appendix under “Death of Participant Under IOD II Escalator with Joint-Life Coverage.” If you have any remaining Stored Income Balance on the day your Account Value is reduced to zero, you will be notified that, before you begin to receive your “annual lifetime payments,” you must deplete your Stored Income Balance by:

(a) withdrawing your remaining Stored Income Balance;

(b) applying the remaining amount of your Stored Income Balance to increase your Income Benefit Base (and thus the amount of your “annual lifetime payments”); or

(c) using a combination of (a) and (b).

Because the Contract has ended, the amount of these annual lifetime payments will not change and they will not be subject to any withdrawal charges. You should be aware, however, that they could be subject to state and federal income tax liability. You should consult a qualified tax professional for more information.

Cost of IOD II Escalator

If you elect IOD II Escalator, we will deduct a quarterly fee from your Account Value (“IOD II Escalator Fee”). The IOD II Escalator Fee will be taken as a specific deduction from your Account Value on the last valuation day of each Account Quarter and will equal 0.2375 % of your Fee Base on that day, if you elected single-life coverage (0.2875% for joint-life coverage). On an annual basis, the IOD II Escalator Fee is equal to 0.95% of your Fee Base if you elected single-life coverage (1.15% for joint-life coverage).

If you purchased your Contract prior to February 17, 2009, your cost for IOD II Escalator was initially, on an annual basis, 0.80% of the highest Fee Base for single-life coverage (1.00% for joint-life coverage). Your cost for IOD II Escalator will not increase unless:

• you decide to step-up your Income Benefit Base, as described in this Appendix under “Step-Up Under IOD II Escalator,” and

• you consent in writing, at the time of step-up, to accept an increase in your IOD II Escalator Fee to 0.95% for single-life coverage (1.15% for joint-life coverage).

If you do not consent to the higher fee, the step-up will not be implemented and all subsequent step-ups will be suspended unless and until we receive your written consent to the higher fee.

During the first Account Year, your Fee Base is equal to your Income Benefit Base. On each Account Anniversary, the Fee Base is recalculated. Your new Fee Base will be reset to equal your Income Benefit Base plus your Stored Income Balance (if any) less your Annual Income Amount (if any) for that year if this recalculated amount is higher than your current Fee Base. In the event that the recalculated amount is not greater than your current Fee Base, we will continue to calculate your IOD II Escalator Fee based upon your current Fee Base until, at least, your next Account Anniversary. Note that, although your IOD II Escalator Fee may increase, it will never decrease.

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For the most part, we calculate your Fee Base only on your Account Anniversary. However, we will recalculate your Fee Base between Account Anniversaries, if you take an Early Withdrawal or Excess Withdrawal or make additional Purchase Payments during your first Account Year.

If you take an Excess Withdrawal during your Stored Income Period, your Fee Base will be decreased by the following formula:

Your new Fee Base	=	Fee Base x	(	AV -WD	)
				AV - SB

If you take an Early Withdrawal, your Fee Base will be decreased by the following formula:

Your new Fee Base	=	Fee Base x	(	AV - WD	)
				AV

Where:
	Fee Base	=	Your Fee Base immediately prior to the Early/Excess Withdrawal.
	WD	=	The amount of the Early/Excess Withdrawal.
	SB	=	Your Stored Income Balance (if any) immediately prior to the Excess Withdrawal.
	AV	=	Your Account Value immediately prior to the Early/Excess Withdrawal.

Any additional Purchase Payment you make during your first Account Year will increase your Income Benefit Base as described under “Determining Your Income Benefit Base” in this Appendix. Therefore, your Fee Base will increase by any additional Purchase Payments made.

Here is an example of how we calculate your Fee Base. The following examples assume that you purchased your Contract on or after February 17, 2009.

Assume that you are age 65 when your Contract is issued with an initial Purchase Payment of $100,000. Assume you elected to participate in IOD II Escalator with single-life coverage and investment performance of the Designated Funds is constant over the years. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Income Benefit Base is equal to your initial Purchase Payment on your Issue Date. Your Lifetime Income Percentage is 5%. Your Annual Income Amount is $5,000 (5% of your Income Benefit Base). All values are as of the beginning of the Account Year unless otherwise stated.

During the Stored Income Period, the Fee Base is reset at the beginning of the Contract Year to equal your Income Benefit Base plus your Stored Income Balance less your Annual Income Amount, if that amount is greater than the previous Fee Base. For example, in Contract Year 4, the Fee Base is set equal to the Income Benefit Base ($100,000) plus the Stored Income Balance ($20,000) less your Annual Income Amount ($5,000) if that amount ($115,000) is greater than the previous Fee Base ($110,000).

Year	Income Benefit Base	Annual Income Amount	Stored Income Balance			Fee Base
			Beginning of year	Withdrawal Amount	End of year
1	$100,000	$5,000	$5,000	$0	$5,000	$100,000
2	$100,000	$5,000	$10,000	$0	$10,000	$105,000
3	$100,000	$5,000	$15,000	$0	$15,000	$110,000
4	$100,000	$5,000	$20,000	$0	$20,000	$115,000

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Assume, instead, that in your fourth Account Year you take a $20,000 withdrawal. At the beginning of your fifth Account Year, your Income Benefit Base ($100,000) plus your Stored Income Balance ($5,000) less your Annual Income Amount ($5,000) is less than the current Fee Base ($115,000), so there is no change to the Fee Base, as shown below.

Year	Income Benefit Base	Annual Income Amount	Stored Income Balance			Fee Base
			Beginning of year	Withdrawal Amount	End of year
4	$100,000	$5,000	$20,000	$20,000	$0	$115,000
5	$100,000	$5,000	$5,000	$0	$5,000	$115,000
6	$100,000	$5,000	$10,000	$0	$10,000	$115,000
7	$100,000	$5,000	$15,000	$0	$15,000	$115,000
8	$100,000	$5,000	$20,000	$0	$20,000	$115,000
9	$100,000	$5,000	$25,000	$0	$25,000	$120,000

On each Account Anniversary thereafter, your Fee Base is recalculated and reset if necessary.

Your IOD II Escalator Fee will not change during an Account Year, unless you take one of two specific actions:

• If you make an additional Purchase Payment during your first Account Year, you will increase your Fee Base and thus your IOD II Escalator Fee.

• If you make an Early Withdrawal or an Excess Withdrawal, you will decrease your Fee Base and thus your IOD II Escalator Fee.

In addition, on your Account Anniversary, the IOD II Escalator Fee may also change, if we increase the percentage used to calculate the IOD II Escalator Fee as described below under “Step-Up Under IOD II Escalator.”

The investment performance of the Designated Funds will not affect your IOD II Escalator Fee during an Account Year. However, as stated below under “Step-Up Under IOD II Escalator,” favorable investment performance may cause the Income Benefit Base to increase on an Account Anniversary, and thus increase your IOD II Escalator Fee.

We will continue to deduct the IOD II Escalator Fee until you annuitize your Contract, your Account Value reduces to zero, or your benefits under IOD II Escalator are cancelled as described under “Cancellation of IOD II Escalator” in this Appendix.

Step-Up Under IOD II Escalator

Regardless of your age on the Issue Date, on each Account Anniversary prior to your Annuity Commencement Date, we will automatically step-up your Income Benefit Base, provided that you satisfy certain requirements. First, you must meet eligibility requirements:

• Your Account Value less your Stored Income Balance must equal no more than $5,000,000. (For purposes of determining the $5,000,000 limit, we reserve the right, in our sole discretion, to aggregate your Account Value with the account values of all other variable annuity contracts you own issued by Delaware Life or its affiliates.)

• Your highest quarter-end Account Value (adjusted for subsequent purchase payments and withdrawals) during the most recent Account Year (“Highest Quarterly Value”) minus your Stored Income Balance must be greater than your current Income Benefit Base. (If you have not yet reached your Stored Income Period and therefore do not yet have a Stored Income Balance, your highest quarter-end Account Value must only be greater than your current Income Benefit Base.)

Second, if you satisfy the eligibility requirements, we then consider whether market conditions have caused us to increase the percentage rate used to calculate the IOD II Escalator Fee.

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• If we have not had to increase the percentage rate as described above, the percentage rate we use to calculate your IOD II Escalator Fee will remain unchanged and we will automatically step-up your Income Benefit Base.

• If we have had to increase the percentage rate as described above, we offer you the opportunity to step-up at the higher percentage rate. In this case, your written consent is required to accept the higher percentage rate used to calculate your IOD II Escalator Fee and step-up your Income Benefit Base. If you do not consent to the step-up and higher percentage, the step-up will not be implemented and all subsequent step-ups of your Income Benefit Base will also be suspended. You may thereafter submit an election form to us, however, in order to consent to the then-applicable percentage rate and thus reactivate subsequent automatic step-ups.

At the time of step-up, we will increase your Income Benefit Base to an amount equal to the highest adjusted quarterly Account Value less your Stored Income Balance, if any, provided that such amount exceeds your current Income Benefit Base.

Your Lifetime Income Percentage will increase if your age at the time of step-up coincides with a higher percentage as shown below. After the step-up, your Annual Income Amount will be your Lifetime Income Percentage multiplied by your new Income Benefit Base. If you purchased your Contract on or after February 17, 2009, your Lifetime Income Percentage is determined, based upon your age at time of step-up, as follows:

Your Age at Step-up*	Lifetime Income Percentage
50 - 64	4%
65 - 74	5%
75 - 79	6%
80 or older	7%

* If you elected joint-life coverage, the age ranges are based upon the age of the younger spouse as described under “Joint-Life Coverage” in this Appendix.

If you purchased your Contract prior to February 17, 2009, your Lifetime Income Percentage is determined, based upon your age at time of step-up, as follows:

Your Age at Step-up*	Lifetime Income Percentage
50 - 69	5%
70 - 79	6%
80 or older	7%

* If you elected joint-life coverage, the age ranges are based upon the age of the younger spouse as described under “Joint-Life Coverage” in this Appendix.

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Here are examples of how step-up works under a few different circumstances. All four examples assume that the Contract was purchased on or after February 17, 2009.

Assume that you are 65 years old when you purchase a Contract with an initial Purchase Payment of $100,000, and that you elect to participate in IOD II Escalator with single-life coverage. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Income Benefit Base is equal to your initial Purchase Payment. Your Annual Income Amount is $5,000 (5% of your Income Benefit Base). Your initial Stored Income Balance is $5,000.

In each of the four examples, Account Values shown are as of the last day of each Account Quarter. Adjustments are made on the day a Purchase Payment or withdrawal is made.

The Account Values on each of your four Account Quarters are $113,000, $108,000, $90,000, and $103,000, respectively. No additional Purchase Payments are made and no withdrawals are taken, so no adjustments to these values are necessary. Your Stored Income Balance at the end of the fourth Account Quarter is $5,000. The highest adjusted quarterly value is $113,000. Your new Income Benefit Base is set to equal $108,000 ($113,000 - $5,000) since that amount exceeds your previous Income Benefit Base.

Time	Account Value	Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)		Income Benefit Base
Issue	$100,000	n/a		n/a	$100,000
End of First Quarter	$113,000	n/a		$113,000	$100,000
End of Second Quarter	$108,000	n/a		$108,000	$100,000
End of Third Quarter	$90,000	n/a		$90,000	$100,000
End of Fourth Quarter (before step-up)	$103,000	n/a		$103,000	$100,000
Highest Quarterly Value (after adjustments)			$	113,000
Stored Income Balance at end of fourth quarter		$5,000
Step-up comparison	Is ($113,000 - $5,000) greater than $100,000? Yes, so step-up.
On the Account Anniversary (after step-up)
New Income Benefit Base =	$108,000	Highest Quarterly Value (after adjustments) less the Stored Income Balance.
New Annual Income Amount =	$5,400	$108,000 x 5%
New Stored Income Balance =	$10,400	Stored Income Balance at the end of the fourth Account Quarter plus the new Annual Income Amount.

Please note: The end of the fourth Account Quarter and the Account Anniversary are the same day. We only make the distinction to separate values before and after step-up.

If you make an additional Purchase Payment during your first Account Year, your Account Value and your Income Benefit Base are each immediately increased by the amount of the additional Purchase Payment. Your Stored Income Balance is increased by 5% of the additional Purchase Payment.

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Here is an example of how an additional Purchase Payment of $50,000 made in the second Account Quarter would affect your step-up:

Time	Account Value	Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)	Income Benefit Base
Issue	$100,000	n/a	n/a	$100,000
End of First Quarter	$113,000	$50,000	$163,000	$100,000
$50,000 Purchase Payment	$163,000	n/a	n/a	$150,000
End of Second Quarter	$158,000	n/a	$158,000	$150,000
End of Third Quarter	$140,000	n/a	$140,000	$150,000
End of Fourth Quarter (before step-up)	$153,000	n/a	$153,000	$150,000
Highest Quarterly Value (after adjustments)			$163,000
Stored Income Balance at end of fourth quarter		$7,500 (initial $5,000 plus 5% x $50,000)
Step-up comparison	Is ($163,000 - $7,500) greater than $150,000? Yes, so step-up.
On the Account Anniversary (after step-up)
New Income Benefit Base =	$155,500	Highest Quarterly Value (after adjustments) less the Stored Income Balance.
New Annual Income Amount =	$7,775	$155,500 x 5%
New Stored Income Balance =	$15,275	Stored Income Balance at the end of the fourth Account Quarter plus the new Annual Income Amount.

Please note: Since the additional Purchase Payment occurred after the first Account Quarter, the first Account Quarter value was adjusted.

Here is an example of how a $4,000 withdrawal taken in the second Account Quarter would affect your step-up:

Time	Account Value	Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)	Income Benefit Base
Issue	$100,000	n/a	n/a	$100,000
End of First Quarter	$113,000	- $4,000	$109,000	$100,000
$4,000 withdrawal	$109,000	n/a	n/a	$100,000
End of Second Quarter	$104,000	n/a	$104,000	$100,000
End of Third Quarter	$86,000	n/a	$86,000	$100,000
End of Fourth Quarter (before step-up)	$99,000	n/a	$99,000	$100,000
Highest Quarterly Value (after adjustments)			$109,000
Stored Income Balance at end of fourth quarter		$1,000 (initial $5,000 less $4,000 withdrawal)
Step-up comparison	Is ($109,000 - $1,000) greater than $100,000? Yes, so step-up.
On the Account Anniversary (after step-up)
New Income Benefit Base =	$108,000	Highest Quarterly Value (after adjustments) less the Stored Income Balance.
New Annual Income Amount =	$5,400	$108,000 x 5%
New Stored Income Balance =	$6,400	Stored Income Balance at the end of the fourth Account Quarter plus the new Annual Income Amount.

Please note: Since the withdrawal occurred after the first Account Quarter, the first Account Quarter value was adjusted.

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Assume instead you take a $40,000 withdrawal in the second Account Quarter at a point when the Account Value equaled $99,000 immediately before the withdrawal. Since this withdrawal exceeds your Stored Income Balance, it is considered an Excess Withdrawal. The Excess Withdrawal reduces your Income Benefit Base as described in this Appendix under “Excess Withdrawals.” All previous quarter-end Account Values are first reduced by the amount of the Stored Income Balance and then adjusted in the same proportion that the Income Benefit Base was adjusted after the Excess Withdrawal. (See the two-step calculation shown in the box below the following example.)

Time	Account Value	Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)	Income Benefit Base
Issue	$100,000	n/a	n/a	$100,000
End of First Quarter	$113,000	- $45,213	$67,787	$100,000
$40,000 withdrawal	$59,000	n/a	n/a	$62,766
End of Second Quarter	$68,000	n/a	$68,000	$62,766
End of Third Quarter	$50,000	n/a	$50,000	$62,766
End of Fourth Quarter (before step-up)	$63,000	n/a	$63,000	$62,766
Highest Quarterly Value (after adjustments)			$68,000
Stored Income Balance at end of fourth quarter		$0
Step-up comparison	Is ($68,000 - $0) greater than $62,766? Yes, so step-up.
On the Account Anniversary (after step-up)
New Income Benefit Base =	$68,000	Highest Quarterly Value (after adjustments) less the Stored Income Balance.
New Annual Income Amount =	$3,400	$68,000 x 5%
New Stored Income Balance =	$3,400	Stored Income Balance at the end of the fourth Account Quarter plus the new Annual Income Amount.

(1)	Reduce the end of First Quarter Account Value by the Stored Income Balance	=	$113,000	-	$5,000		=  $	108,000
(2)	Adjust Account Value for the first Account Quarter	=	$108,000 x	(	$99,000 - $40,000	)	=  $	67,787
					$99,000 - $5,000
	The total adjustment	=	$113,000	-	$67,787		=  $	45,213

All of the above examples assume that you are age 65 at issue, so your Lifetime Income Percentage is set to 5%. Assume instead you are age 74 at issue and have attained age 75 on your first Account Anniversary. Follow the first example where no withdrawals were taken and no additional Purchase Payments were made. When your Income Benefit Base steps-up to $108,000, your new Lifetime Income Percentage is 6% since you are now age 75. Your Annual Income Amount is now $6,480, and your Stored Income Balance becomes $11,480.

Joint-Life Coverage

On the Issue Date, you have the option of electing IOD II Escalator with single-life coverage or, for a higher IOD II Escalator Fee, with joint-life coverage. Once you make the election, you cannot switch between joint-life and single-life coverage, regardless of any change in life events. Joint-life coverage is not available if you are unmarried on the Issue Date.

Joint-life coverage can be elected on an individually-owned Contract or on a co-owned Contract. On an individually-owned Contract, joint-life coverage is available only if your spouse is the sole primary Beneficiary on the Issue Date and remains the sole primary Beneficiary while IOD II Escalator is in effect. On a co-owned Contract, joint-life coverage is available only if you and your spouse are the only co-owners on the Issue Date and remain so while IOD II Escalator is in effect. Whereas single-life coverage provides an Annual Income Amount only until any Participant dies, joint-life coverage provides an Annual Income Amount for as long as either you or your spouse is alive. Note that, for

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joint-life coverage to continue after the death of any Participant, the surviving spouse must elect to continue the contract through the “Spousal Continuance” provision. See also “Death of Participant Under IOD II Escalator with Joint-Life Coverage” in this Appendix.

If you have elected joint-life coverage, the Stored Income Period will be your Issue Date if the younger spouse is at least age 50. Otherwise it will be the first Account Anniversary after the younger spouse attains (or would have attained) age 50 if the younger spouse is less than age 50 on the Issue Date. (For purposes of joint-life coverage, the younger spouse refers to the person who was the younger spouse on the Issue Date, even if that person has died or is no longer married to the person who was his or her spouse on the Issue Date.) The First Withdrawal Date will be your Issue Date if the younger spouse is at least age 59. Otherwise it will be the first Account Anniversary after the younger spouse attains (or would have attained) age 59. The Lifetime Income Percentage will be based on the age of the younger spouse, as shown in the tables below. If you purchased your Contract on or after February 17, 2009, your Lifetime Income Percentage is determined, as follows:

Age of Younger Spouse at Step-up	Lifetime Income Percentage
50 - 64	4%
65 - 74	5%
75 - 79	6%
80 or older	7%

If you purchased your Contract prior to February 17, 2009, your Lifetime Income Percentage is determined, as follows:

Age Younger Spouse at Step-up	Lifetime Income Percentage
50 - 69	5%
70 - 79	6%
80 or older	7%

The Lifetime Income Percentage may increase, in the future, if the age of the younger spouse at time of step-up coincides with a higher percentage as shown in the applicable table above.

The two spouses on the Issue Date are the only two people covered under the joint-life feature. If a Participant remarries, the new spouse is not covered under the joint-life feature. Therefore, if the spouse on the Issue Date is no longer your spouse, your benefits under IOD II Escalator continue for your life and, when you die, annual withdrawals are no longer available. Note that, when you elect joint-life coverage, you also elect the higher joint-life fee. The percentage rate of the fee will not be reduced regardless of any change in life events.

If one spouse is significantly younger than the other spouse, you should carefully consider whether joint-life coverage is an appropriate choice in light of the possibly long waiting period before the benefit begins to accumulate income and in light of the higher fee for joint-life coverage.

Joint-life coverage may not be available on all Contracts.

Cancellation of IOD II Escalator

Should you decide that IOD II Escalator is no longer appropriate for you, you may cancel IOD II Escalator at any time. Upon cancellation, all benefits and charges under IOD II Escalator shall cease. Once cancelled, IOD II Escalator cannot be reinstated.

Although transfers among the Designated Funds are permitted as described under “Transfer Privilege” in the prospectus to which this Appendix is attached, IOD II Escalator will be cancelled automatically:

• if any Purchase Payment is allocated to an investment option other than a Designated Fund; or

• if any portion of Account Value maintained in a Designated Fund is transferred into an investment option other than a Designated Fund.

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IOD II Escalator will also be cancelled for any of the following:

• upon a termination of the Contract;

• upon annuitization*; or

• your Income Benefit Base is reduced to zero as a result of Early or Excess Withdrawals.

* Note that the Maximum Annuity Commencement Date permitted under this Contract is the first day of the month following the Annuitant’s 95^th birthday. See “Selection of Annuity Commencement Date” under “THE INCOME PHASE - ANNUITY PROVISIONS” in the prospectus to which this Appendix is attached.

A change of ownership may also cancel your benefits under IOD II Escalator.

Death of Participant Under IOD II Escalator with Single-Life Coverage

If you elected single-life coverage, IOD II Escalator terminates on the death of any Participant and the Beneficiary may elect to exercise any of the available options under the Death Benefit provisions of the Contract. Alternately, the Beneficiary may elect to receive the Stored Income Balance. If your surviving spouse is the sole primary Beneficiary and elects to continue the Contract, your spouse has the additional option of electing to participate in a new IOD II Escalator on the original Contract (assuming your surviving spouse meets certain eligibility requirements). If your surviving spouse makes such election, all of the following occur:

• the new Account Value will be the greater of the Stored Income Balance on the original Contract or the Death Benefit;

• the new percentage rate used to calculate the IOD II Escalator Fee will be set by us based on market conditions at the time and may be higher than the current percentage rate used to calculate the IOD II Escalator Fee;

• the new Income Benefit Base will be equal to the Account Value after any Death Benefit has been credited;

• the new Lifetime Income Percentage will be based on the age of the surviving spouse; and

• the new Stored Income Balance will be reset to zero.

Death of Participant Under IOD II Escalator with Joint-Life Coverage

If the surviving spouse on the Death Benefit Date was not the spouse of a Participant on the original Contract’s Issue Date, then this section does not apply, even if joint-life coverage was elected. In such case, if a Participant dies while participating in IOD II Escalator, the provisions of the section above titled “Death of Participant Under IOD II Escalator with Single-Life Coverage” will apply.

If you purchased joint-life coverage and one of the Participants dies, IOD II Escalator will continue, provided that the surviving spouse, as the sole primary beneficiary, continues the Contract. In such case:

• the new Account Value will be equal to the Death Benefit;

• the Stored Income Balance will remain unchanged;

• the Income Benefit Base will remain unchanged until the next Account Anniversary when a step-up could apply due to an increase in the Account Value (see “Step-Up Under IOD II Escalator” in this Appendix);

• if the Stored Income Period has not yet begun, the Lifetime Income Percentage will be determined when the Stored Income Period begins (i.e., on the first Account Anniversary following the date the younger spouse attains (or would have attained) age 50);

• if the Stored Income Period has already begun, the Lifetime Income Percentage will be the Lifetime Income Percentage that applied to the Contract prior to the death of the Participant;

• on each Account Anniversary, the Annual Income Amount will be equal to the Income Benefit Base multiplied by the Lifetime Income Percentage; and

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• the percentage rate of the IOD II Escalator Fee for the joint-life coverage option will continue for the surviving spouse as it was immediately prior to the death of the Participant.

At the death of the surviving spouse, the Contract, including IOD II Escalator, terminates.

If you purchased joint-life coverage and the deceased Participant’s surviving spouse does not continue the Contract, your Beneficiary may elect any available option under the Death Benefit provisions of the Contract.

Annuitization Under IOD II Escalator

Under the terms of IOD II Escalator, if your Account Value is greater than zero on your Maximum Annuity Commencement Date, you may elect to:

(1) surrender your Contract and receive your Cash Surrender Value (or your Stored Income Balance, if greater);

(2) annuitize your Account Value under one of the Annuity Options available on that date; or

(3) (a) receive any remaining Stored Income Balance in a single sum and (b) annuitize your remaining Account Value as a single-life annuity (or a joint-life annuity, if joint-life coverage was elected at issue and you are still eligible to receive it) with an annualized annuity payment of not less than the Lifetime Income Percentage multiplied by your then current Income Benefit Base.

If you make no election, we will default your choice to option 3.

If your Account Value has been reduced to zero (other than as a result of an Early Withdrawal or an Excess Withdrawal), and your Income Benefit Base is greater than zero on or before your Maximum Annuity Commencement Date, you will receive your full Annual Income Amount each year until you die. For a more complete discussion of this, see “Depleting Your Account Value” in this Appendix.

Certain Tax Provisions

Certain state and federal income tax provisions may be important to you in connection with a living benefit, such as IOD II Escalator. If you elected to participate in IOD II Escalator, you may withdraw annual amounts up to the Yearly RMD Amount without affecting your benefit, subject to the conditions stated below. In the event that your Yearly RMD Amount attributable to your Contract is greater than your Stored Income Balance, we are currently waiving the withdrawal provisions under IOD II Escalator, as follows. If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in IOD II Escalator, we reduce your Account Value and your Stored Income Balance, dollar for dollar, by the amount of the withdrawal to a value not less than zero. We will not, however, penalize you if the current Federal Tax Laws require you to withdraw from your Contract an amount greater than your Stored Income Balance. In other words, if a Yearly RMD Amount exceeds your Stored Income Balance, we will reduce your Stored Income Balance, but we will not reduce your Income Benefit Base, provided that:

• you withdraw your Qualified Contract’s first Yearly RMD Amount in the calendar year you attain age 70 ¹⁄₂ rather than postponing the withdrawal of that Amount until the first quarter of the next calendar year, and

• you do not make any withdrawal from your Qualified Contract that would result in you receiving, in any Account Year, more than one calendar year’s Yearly RMD Amount.

Currently, any withdrawal in excess of the Annual Income Amount or Stored Income Balance that is taken to satisfy the Yearly RMD Amounts will not be treated as an Excess Withdrawal, and will not reduce the Income Benefit Base. However, if there is any material change to the current Code or IRS Rules governing the timing or determination of required minimum distribution amounts, then the Company reserves the right to treat any withdrawal greater than the Annual Income Amount or Stored Income Balance as an Excess Withdrawal which may significantly reduce the Income Benefit Base.

For a further discussion of some of these provisions, please refer to “TAX PROVISIONS - Impact of Optional Death Benefits and Optional Living Benefits” in the prospectus to which this Appendix is attached.

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APPENDIX O - RETIREMENT ASSET PROTECTOR^SM

The optional living benefit known as Retirement Asset Protector was available on Contracts purchased on or after March 5, 2007 and prior to August 17, 2009. If you elected to participate in Retirement Asset Protector, the following information applies to your Contract. Retirement Asset Protector is no longer available for sale on new Contracts, and therefore, renewals of the benefit are no longer available.

If you purchased your Contract prior to February 17, 2009, and elected to participate in Retirement Asset Protector, the fee charged for your living benefit is lower than the fee charged on Contracts purchased on or after that date. (See “Cost of Retirement Asset Protector.”) Your fee will not increase unless you elect to “step-up” as described under “Step-Up Under Retirement Asset Protector,” and you consent in writing to accept the higher fee.

To describe how Retirement Asset Protector works, we use the following definitions:

Retirement Asset Protector Benefit Base: An amount equal to the sum of all Purchase Payments made during the first year following your Issue Date, decreased by any partial withdrawals taken and increased by any step-ups as described under “Step-Up Under Retirement Asset Protector.”

GMAB Maturity Date: The date when Retirement Asset Protector matures. If you are younger than 85 on the Issue Date, your GMAB Maturity Date is the later of your 10th Account Anniversary or 10 years from the date of your most recent step-up. (See “Step-Up Under Retirement Asset Protector.”) If you are 85 on the Issue Date, your GMAB Maturity Date is your Maximum Annuity Commencement Date.

You and Your: Under Retirement Asset Protector, the terms “you” and “your” refer to the oldest Participant or the surviving spouse of the oldest Participant as described under “Death of Participant Under Retirement Asset Protector.” In the case of a non-natural Participant, these terms refer to the oldest Annuitant.

Retirement Asset Protector guarantees a return of the greater of:

• the excess of your Retirement Asset Protector Benefit Base over your Account Value or

• your total fees paid for Retirement Asset Protector (“Retirement Asset Protector Fees”),

regardless of the investment performance of the Designated Funds, provided that you have reached the GMAB Maturity Date.

If you are participating in Retirement Asset Protector, you may make Purchase Payments only during your first Account Year. After the first Account Anniversary, any Purchase Payments you submit will be returned to you.

To participate in Retirement Asset Protector, all of your Account Value must be invested in a Designated Fund at all times during the term of the GMAB Maturity Date. The only Funds, dollar-cost averaging program options, and asset allocation models that currently qualify as Designated Funds are listed in the section entitled “DESIGNATED FUNDS” in the prospectus to which this Appendix is attached.

Cost of Retirement Asset Protector

If you elected Retirement Asset Protector, we will deduct a quarterly fee from your Account Value (“Retirement Asset Protector Fee” or “rider fee”). The Retirement Asset Protector Fee will be taken as a specific deduction from your

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Account Value on the last valuation day of each Account Quarter. The Fee will be a percentage of your Retirement Asset Protector Benefit Base. This percentage rate will equal 0.1875% of your Retirement Asset Protector Benefit Base on the last day of the Account Quarter. The maximum Retirement Asset Protector Fee you can pay in any one Account Year is equal to 0.75% of the highest Retirement Asset Protector Benefit Base at any point in that Account Year.

If you purchased your Contract prior to February 17, 2009, your cost for Retirement Asset Protector was initially, on an annual basis, 0.35% of your Retirement Asset Protector Benefit Base. The cost of your benefit will not increase unless, at time of step-up, you consent in writing to accept this higher fee of 0.75%. If you do not consent to the higher fee, the step-up will not be implemented and all subsequent step-ups will be suspended unless and until we receive your written consent to the higher fee.

Your Retirement Asset Protector Fee will not change, unless you take one of these specific actions:

• If you made an additional Purchase Payment during your first Account Year, you will increase your Retirement Asset Protector Benefit Base and thus your Retirement Asset Protector Fee.

• If you make a partial withdrawal, you will decrease your Retirement Asset Protector Benefit Base and thus your Retirement Asset Protector Fee.

• If you elect to “step-up” your Retirement Asset Protector Benefit Base, your Retirement Asset Protector Fee will increase.

The investment performance of the Designated Funds will not affect your Retirement Asset Protector Fee unless you elect a step-up of your Retirement Asset Protector Benefit Base.

We will continue to deduct the Retirement Asset Protector Fee until:

• you annuitize your Contract;

• Retirement Asset Protector matures on the GMAB Maturity Date;

• your Retirement Asset Protector benefit is cancelled as described in this Appendix under “Cancellation of Retirement Asset Protector;” or

• your Account Value is reduced to zero.

How Retirement Asset Protector Works

On the GMAB Maturity Date, we will credit your Account Value with an amount equal to the greater of:

(a) any excess of your Retirement Asset Protector Benefit Base over your Account Value after adjusting for any Contract charges; and

(b) the total amount of Retirement Asset Protector Fees paid between the Issue Date and the GMAB Maturity Date.

We determine the value of (b) in two steps.

(1) As described above under “Cost of Retirement Asset Protector,” each quarter between the Issue Date and the GMAB Maturity Date we calculate the Retirement Asset Protector Fee by multiplying your Retirement Asset Protector Benefit Base on the last valuation day of that quarter by the applicable percentage rate.

(2) We then sum each quarterly amount calculated in (1) to determine the total amount of Retirement Asset Protector Fees paid.

In the situation where you purchased your Contract on or after February 17, 2009, and do not make additional Purchase Payments or partial withdrawals and you do not “step-up,” you can expect the total fees paid to equal 7.50% of your initial Purchase Payment. In other words, because Retirement Asset Protector matures in 10 years, we multiply 0.1875% times 40 quarters (four quarters per year for 10 years) to obtain the percentage (7.50%) needed to determine the total amount of the fees to be paid. If you make additional Purchase Payments, you “step-up,” or the percentage rate

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used to calculate the Retirement Asset Protector Fee is changed at the time of “step-up,” the total amount of fees will be higher.

The greater of the two amounts will be allocated to the Designated Fund in which you are invested at that time. Here is an example of how we calculate benefits under Retirement Asset Protector:

• Assume that you purchased a Contract on March 7, 2007 with an initial Purchase Payment of $100,000 and you selected Retirement Asset Protector. Your Retirement Asset Protector Benefit Base equals your Purchase Payment amount of $100,000.

• Assume you make an additional Purchase Payment of $50,000 on April 7, 2007, thus increasing your Retirement Asset Protector Benefit Base to $150,000.

• Assume you make no withdrawals or additional Purchase Payments and you do not step-up prior to the GMAB Maturity Date on March 7, 2017.

• Assume that, because of poor investment performance, your Account Value on March 7, 2017 is $135,000. The excess of your Retirement Asset Protector Benefit Base over your Account Value is $15,000 ($150,000 - $135,000). The total amount of Retirement Asset Protector Fees paid is equal to the sum of the value of the Retirement Asset Protector Benefit Bases on the last day of each Account Quarter since the Inception Date ($150,000 x 40) times one quarter of the annual Retirement Asset Protector Fee (0.35% ÷ 4). In this case, the total amount of rider fees paid is $5,250. Therefore, we will credit $15,000 to your Account Value.

• Assume instead that, because of better investment performance, your Account Value on March 7, 2017, is $155,000. Because your Account Value is greater than your Retirement Asset Protector Benefit Base, your Account Value will be credited with the total amount of Retirement Asset Protector Fees paid. In this case, the amount will be $5,250.

Withdrawals Under Retirement Asset Protector

All withdrawals you take, including any free withdrawal amounts or Required Minimum Distribution Amounts, will reduce the dollar value of the Retirement Asset Protector Benefit Base proportionally to the amount withdrawn. For example, after a partial withdrawal, the new Retirement Asset Protector Benefit Base will equal:

Retirement Asset Protector Benefit Base immediately before partial withdrawal	X	Account Value immediately after partial  withdrawal
		Account Value immediately before partial withdrawal

You should be aware that, if you take a withdrawal when your Account Value is less than your Retirement Asset Protector Benefit Base, the withdrawal may reduce the value of your Benefit Base by an amount greater than the amount of the withdrawal. Thus, withdrawals taken in a down market could severely reduce, and even terminate, your benefits under Retirement Asset Protector, including reducing your Account Value to zero and thereby terminating your Contract without value.

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Here is an example of how we handle withdrawals under Retirement Asset Protector:

• Assume that you purchased a Contract on March 7, 2007 with an initial Purchase Payment of $100,000 and you selected Retirement Asset Protector. Your Retirement Asset Protector Benefit Base equals your Purchase Payment amount of $100,000.

• Assume that, on March 10, 2009, your Account Value is $80,000. Assume further that you take a withdrawal of $10,000 on that date, thus reducing your Account Value to $70,000. Your Retirement Asset Protector Benefit Base is reduced proportionally to the amount withdrawn. Therefore your new Retirement Asset Protector Benefit Base is $100,000 x ($70,000 ÷ $80,000), or $87,500.

• Assume you make no additional withdrawals and you do not step-up prior to the GMAB Maturity Date on March 7, 2017.

• Assume that, because of investment performance, your Account Value on March 7, 2017 is $80,000. The excess of your Retirement Asset Protector Benefit Base over your Account Value is $7,500 ($87,500 - $80,000). The total amount of Retirement Asset Protector Fees paid is equal to the sum of the value of your Retirement Asset Protector Benefit Bases on the last day of each Account Quarter since the Issue Date [($100,000 x 8) + ($87,500 x 32)] times one quarter of your annual Retirement Asset Protector Fee (0.35% ÷ 4). In this case, the total amount of rider fees paid is $3,150. Therefore, we will credit $7,500 to your Account Value.

Step-Up Under Retirement Asset Protector

On or after your first Account Anniversary, you may elect to increase your Retirement Asset Protector Benefit Base to your then current Account Value. The step-up election may be made on any day on or after your first Account Anniversary. (We reserve the right, in our sole discretion, to require step-up elections to occur only on Account Anniversaries.)

If you are participating in Retirement Asset Protector, on the day we receive your step-up election notice in good order (the “Step-Up Date”), we will increase your Retirement Asset Protector Benefit Base to an amount equal to your Account Value if eligible. If you elect to step-up, at least one full year from the Step-Up Date must pass before you can elect another step-up. You can only elect to step-up if:

• your current Account Value is greater than the current Retirement Asset Protector Benefit Base, and

• your Account Value is $5,000,000 or less on your Step-Up Date.

For purposes of determining the $5,000,000 limit, we reserve the right, in our sole discretion, to aggregate your Account Value with the account values of all other variable annuity contracts you own that have been issued by Delaware Life or its affiliates.

Under Retirement Asset Protector, your Step-Up Date must be at least 10 years prior to your Maximum Annuity Commencement Date. If you have selected an Annuity Commencement Date that is prior to the Maximum Annuity Commencement Date but is less than 10 years after your Step-Up Date, then we will automatically extend your Annuity Commencement Date to equal your GMAB Maturity Date.

Without a step-up, your benefit under Retirement Asset Protector will “mature” on your 10th Account Anniversary. If you elect to step-up your Retirement Asset Protector Benefit Base, your benefit under Retirement Asset Protector will mature 10 years from the most recent Step-Up Date. In either case, on the day your Retirement Asset Protector benefit matures (the “GMAB Maturity Date”), we will credit the greater of:

• any excess of your Retirement Asset Protector Benefit Base over your Account Value, or

• the total amount of fees you paid for Retirement Asset Protector.

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• Assume that you purchased a Contract on March 7, 2008 with an initial Purchase Payment of $100,000 and you selected Retirement Asset Protector. Your Retirement Asset Protector Benefit Base equals your Purchase Payment amount of $100,000.

• Assume that, on March 7, 2009, your Account Value is $118,000. Because your Account Value is greater than your Retirement Asset Protector Benefit Base, you elect to step-up to a new ten-year period with a new Retirement Asset Protector Benefit Base of $118,000. Your new GMAB Maturity Date will be March 7, 2019.

• Assume you make no withdrawals prior to the GMAB Maturity Date on March 7, 2019.

• Assume that your Account Value on March 7, 2019 is $108,000. The excess of your Retirement Asset Protector Benefit Base over your Account Value is $10,000 ($118,000 -$108,000). Your total Retirement Asset Protector Fee is equal to the sum of all fees applied prior to the step-up plus the sum of all fees applied after the step-up.

The sum of all fees applied prior to the step-up are equal to the sum of the value of the Benefit Bases prior to the step-up multiplied by the quarterly fee percentage applicable prior to the step-up [($100,000 x 4) x (0.35% ÷ 4)]. Similarly, the sum of all fees applied after the step-up are equal to the sum of the value of the Benefit Bases after the step-up multiplied by the quarterly fee percentage applicable after the step-up [($118,000 x 40) x (0.75% ÷ 4)].

In this case, the total amount of rider fees paid is $9,200. Therefore, we will credit $10,000 to your Account Value.

We reserve the right to discontinue offering the step-up provision of Retirement Asset Protector if we determine that, based upon market conditions at the time of the step-up, we can no longer offer Retirement Asset Protector to new Contracts at the current percentage rate used to calculate the Retirement Asset Protector Fee as set forth in this Appendix under “Cost of Retirement Asset Protector.” In that case, we will send notification that the step-up provision under your Contract has been discontinued unless you elect to begin a new step-up provision at the higher percentage rate. Your written consent is required to accept the higher percentage rate and continue to step-up.

Cancellation of Retirement Asset Protector

You may cancel Retirement Asset Protector at any time. Upon cancellation, all benefits and charges under the benefit shall cease. Once cancelled, Retirement Asset Protector cannot be reinstated.

Although transfers among the Designated Funds are permitted as described under “Transfer Privilege” in the prospectus to which this Appendix is attached, Retirement Asset Protector will be cancelled automatically:

• if any Purchase Payment is allocated to an investment option other than a Designated Fund; or

• if any portion of Account Value maintained in a Designated Fund is transferred into any investment option other than a Designated Fund.

A change of ownership of the Contract may also cancel the Benefit.

Death of Participant Under Retirement Asset Protector

If the Participant dies while participating in Retirement Asset Protector, all benefits and charges under the benefit will automatically terminate when we receive Due Proof of Death, unless the surviving spouse is the sole Beneficiary and elects to continue the Contract. The surviving spouse can automatically continue Retirement Asset Protector even though the Account Value may have been enhanced under the provisions of the death benefit. (See “Spousal Continuance” under “DEATH BENEFIT” in the prospectus to which this Appendix is attached.) The GMAB Maturity Date does not change.

Certain Tax Provisions

Certain state and federal income tax provisions may be important to you in connection with a living benefit, such as Retirement Asset Protector. If you withdraw all or a portion of your retirement plan’s Yearly RMD Amount from the your Qualified Contract while participating in Retirement Asset Protector, we reduce your Account Value by the amount of the withdrawal and your Retirement Asset Protector Benefit Base proportionally (see “Withdrawals Under Retirement Asset Protector” in this Appendix).

For a further discussion of some of these provisions, please refer to “TAX PROVISIONS - Impact of Optional Death Benefits and Optional Living Benefits” in the prospectus to which this Appendix is attached.

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APPENDIX P - INCOME ON DEMAND^® III ESCALATOR

The optional living benefit known as Income ON Demand III Escalator (“IOD III Escalator”) was available on Contracts purchased on or after August 17, 2009 and prior to February 8, 2010. If you elected to participate in IOD III Escalator, the following information applies to your Contract. IOD III Escalator is no longer available for sale on new Contracts. To describe how IOD III Escalator works, we use the following definitions:

Annual Income Amount: The amount added to your Stored Income Balance on each Account Anniversary during your Stored Income Period. It is equal to your Income Benefit Base multiplied by your Lifetime Income Percentage.

Early Withdrawal: Any withdrawal taken prior to your First Withdrawal Date.

Excess Withdrawal: Any withdrawal taken after your First Withdrawal Date that exceeds your Stored Income Balance (or your Yearly Required Minimum Distribution Amount, if greater).

Fee Base: The amount used to calculate your “IOD III Escalator Fee” (see “Cost of IOD III Escalator” in this Appendix).

First Withdrawal Date: Your Issue Date if you are at least age 59 at issue, otherwise the first Account Anniversary after you attain age 59.

Income Benefit Base: The amount used to calculate your Annual Income Amount for IOD III Escalator.

Lifetime Income Percentage: The percentage used to calculate your Annual Income Amount.

Stored Income Balance: The amount you may withdraw at any time after your First Withdrawal Date without reducing your benefits under IOD III Escalator.

Stored Income Period: A period beginning on your Issue Date if you are at least age 50 at issue, otherwise the first Account Anniversary following your 50^th birthday, ending on your Annuity Commencement Date.

You and Your: The terms “you” and “your” refer to the oldest living Participant or the surviving spouse of the oldest Participant, as described in this Appendix under the sections entitled “Death of Participant Under IOD III Escalator with Single-Life Coverage” and “Death of Participant Under IOD III Escalator with Joint-Life Coverage.” In the case of a non-natural Participant, these terms refer to the oldest living Annuitant.

Upon annuitization, IOD III Escalator and the MAV optional death benefit, if elected, automatically terminate.

IOD III Escalator allows you to withdraw a guaranteed amount each year, beginning after your First Withdrawal Date, until the death of any Participant if single-life coverage is elected (or until the death of both the Participant and the Participant’s spouse if joint-life coverage is elected), regardless of the investment performance of the Designated Funds, provided that you comply with certain requirements. The guaranteed annual amount you can withdraw, in any one year, can be 4%, 5%, or 6% of your Income Benefit Base depending upon your age. Under IOD III Escalator, if you forgo withdrawing all or any part of your Annual Income Amount in any one year, that amount will be stored or banked in the Stored Income Balance for use in later years. In any future year, you may take more than your Annual Income Amount by drawing from that amount which you have stored or banked. Thus, in future years, you can take your full Annual Income Amount plus all or a portion of that amount which you have stored or banked.

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If you are participating in IOD III Escalator, you may make Purchase Payments only during your first Account Year. After the first Account Anniversary, any Purchase Payments you submit will be returned to you.

If you are participating in IOD III Escalator, all of your Account Value must be invested only in Designated Funds at all times during the term of IOD III Escalator. (The term of IOD III Escalator is for life, unless your Income Benefit Base is reduced to zero or your benefits under IOD III Escalator are terminated or cancelled as described in this Appendix under “Cancellation of IOD III Escalator,” “Depleting Your Account Value,” and “Annuitization Under IOD III Escalator.”) The only Funds, dollar-cost averaging program options, and asset allocation models that currently qualify as Designated Funds are listed in the section entitled “DESIGNATED FUNDS” in the prospectus to which this Appendix is attached.

You had the option of choosing between single-life coverage and joint-life coverage. These options are described in greater detail under “Joint-Life Coverage” and the sections entitled “Death of Participant Under IOD III Escalator with Single-Life Coverage” and “Death of Participant Under IOD III Escalator with Joint-Life Coverage” in this Appendix.

Determining Your Income Benefit Base

On the Issue Date, we set your Income Benefit Base equal to your initial Purchase Payment. Thereafter, your Income Benefit Base is:

• increased on each Account Anniversary by any step-ups as described under “Step-Up Under IOD III Escalator” in this Appendix;

• increased to the extent that you exercise your one-time option to use any amount of your Stored Income Balance to increase your Income Benefit Base, as described under “How IOD III Escalator Works” in this Appendix;

• increased by any subsequent Purchase Payments you make during the first year following the Issue Date;

• decreased following any Early Withdrawals you take, as described under “Early Withdrawals” in this Appendix; and

• decreased following any Excess Withdrawals you take, as described under “Excess Withdrawals” in this Appendix.

Determining Your Annual Income Amount

Your Annual Income Amount is first determined at the beginning of your Stored Income Period and then on each subsequent Account Anniversary. Your Annual Income Amount is equal to your Income Benefit Base multiplied by your Lifetime Income Percentage. The Lifetime Income Percentage depends upon your age at the beginning of your Stored Income Period as shown in the table below.

Your Age at the Beginning of Your Stored Income Period*	Lifetime Income Percentage
50 - 64	4%
65 - 79	5%
80 or older	6%

* If you elected joint-life coverage, the age ranges are based upon the age of the younger spouse as described in this Appendix under “Joint-Life Coverage.”

Your Lifetime Income Percentage will only increase if your age at the time of step-up coincides with a higher percentage as shown in the table above. (See “Step-Up Under IOD III Escalator” in this Appendix) An increase in the Lifetime Income Percentage will increase your Annual Income Amount.

Your Annual Income Amount will also change with any change to your Income Benefit Base as described under “Determining Your Income Benefit Base” in this Appendix.

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Determining Your Stored Income Balance

At the beginning of the Stored Income Period, your Stored Income Balance will equal your Annual Income Amount (your Lifetime Income Percentage multiplied by your Income Benefit Base on that Date). Thereafter, your Stored Income Balance is:

• increased by your Lifetime Income Percentage multiplied by any subsequent Purchase Payments you make during the first year following the Issue Date;

• increased on each Account Anniversary by your Annual Income Amount determined on that Anniversary;

• decreased by the amount of any withdrawals you take, on or after your First Withdrawal Date, up to the amount of your Stored Income Balance;

• decreased to $0 if you take an Excess Withdrawal;

• decreased in proportion to the change in your Account Value if you take an Early Withdrawal; and

• decreased by the amount you use in exercising your one-time option to increase your Income Benefit Base (described below under “How IOD III Escalator Works”).

How IOD III Escalator Works

Under the terms of IOD III Escalator, you can take withdrawals up to the amount of your Stored Income Balance beginning on your First Withdrawal Date, subject to the terms and conditions discussed below. You can use all or a portion of your Stored Income Balance to effect a one-time increase of your Income Benefit Base prior to your Annuity Commencement Date. IOD III Escalator also provides the opportunity to increase your Annual Income Amount if your Lifetime Income Percentage increases as you grow older. (Your Lifetime Income Percentage will only increase if you step-up after you reach certain specified ages.) If your Account Value is reduced to zero (other than as a result of an Early Withdrawal or an Excess Withdrawal), and your Income Benefit Base is greater than zero, you will receive your full Annual Income Amount every year until you die.

Withdrawals from your Stored Income Balance can be taken at any time beginning on your First Withdrawal Date and prior to your Annuity Commencement Date without affecting your Income Benefit Base. If, beginning on your First Withdrawal Date, you make a withdrawal that does not exceed your Stored Income Balance:

• your Stored Income Balance will be decreased by the amount withdrawn; and

• the withdrawal will not be subject to withdrawal charges.

You also have the option to use all or a portion of your Stored Income Balance to increase your Income Benefit Base. This option allows you to increase your future Annual Income Amount. While your Contract is in force, you may exercise this option only once and you must do so prior to your Annuity Commencement Date. If you choose to use any portion of your Stored Income Balance to increase your Income Benefit Base:

• your Stored Income Balance will be decreased by the amount used;

• the amount of your Stored Income Balance used will be added to your Income Benefit Base; and

• your new Annual Income Amount on your next Account Anniversary will equal your Lifetime Income Percentage multiplied by your new Income Benefit Base.

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Here is an example of how IOD III Escalator works.

Assume that you are age 65 when your Contract is issued with an initial Purchase Payment of $100,000. Assume you elected to participate in IOD III Escalator with single-life coverage and investment performance of the Designated Funds is constant over the years. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Income Benefit Base is equal to your initial Purchase Payment on your Issue Date. Your Lifetime Income Percentage is 5%. Your Annual Income Amount is $5,000 (5% of your Income Benefit Base). Therefore, $5,000 will be added each year to your Stored Income Balance. All values shown are as of the beginning of the Account Year.

Year	Account Value	Income Benefit Base	Annual Income Amount	Withdrawal	Stored Income Balance
1	$100,000	$100,000	$5,000	$0	$5,000
2	$100,000	$100,000	$5,000	$0	$10,000
3	$100,000	$100,000	$5,000	$0	$15,000
4	$100,000	$100,000	$5,000	$0	$20,000

During your fifth Account Year, you use the full amount of your Stored Income Balance ($25,000) to increase your Income Benefit Base. On your next Account Anniversary, your Income Benefit Base will be increased to $125,000 and your Annual Income Amount will be $6,250 (your Lifetime Income Percentage multiplied by your Income Benefit Base). Therefore $6,250 will be added each year to your Stored Income Balance unless your Annual Income Amount changes.

Year	Account Value	Income Benefit Base	Annual Income Amount	Withdrawal	Stored Income Balance
5	$100,000	$100,000	$5,000	$0	$25,000
6	$100,000	$125,000	$6,250	$0	$6,250
7	$100,000	$125,000	$6,250	$0	$12,500
8	$100,000	$125,000	$6,250	$0	$18,750

Each year thereafter, the Annual Income Amount will be added to the Stored Income Balance in the same manner.

Assume instead that, during your fifth Account Year, you take a withdrawal of $25,000, thereby reducing your Stored Income Balance to $0. On your next Account Anniversary, your Income Benefit Base will remain at $100,000 and your Annual Income Amount remains at $5,000 (your Lifetime Income Percentage multiplied by your Income Benefit Base). Therefore $5,000 will be added each year to your Stored Income Balance unless your Annual Income Amount changes.

Year	Account Value	Income Benefit Base	Annual Income Amount	Withdrawal	Stored Income Balance
5	$100,000	$100,000	$5,000	$25,000	$0
6	$75,000	$100,000	$5,000	$0	$5,000
7	$75,000	$100,000	$5,000	$0	$10,000
8	$75,000	$100,000	$5,000	$0	$15,000

Each year thereafter, the Annual Income Amount will be added to the Stored Income Balance in the same manner.

Early Withdrawals and Excess Withdrawals may significantly decrease, and even terminate, your benefits under IOD III Escalator, including reducing your Account Value to zero and thereby terminating your Contract without value, as described further below under “Withdrawals Under IOD III Escalator.” Even if your Stored Income Period has begun, withdrawals prior to your First Withdrawal Date are considered Early Withdrawals. Investing in any Fund, other than a Designated Fund will cancel IOD III Escalator as described in this Appendix under “Cancellation of IOD III Escalator.”

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Withdrawals Under IOD III Escalator

Withdrawals After Your First Withdrawal Date

Starting on your First Withdrawal Date and continuing to your Annuity Commencement Date you may take annual withdrawals up to your Stored Income Balance without reducing your future Annual Income Amount. These withdrawals will reduce your Stored Income Balance by the full amount of the withdrawal, but will not change your Income Benefit Base. This is shown in the previous example.

Withdrawals taken after your First Withdrawal Date and during the withdrawal charge period permitted under your Contract are subject to withdrawal charges only to the extent they are in excess of the greatest of:

• the free withdrawal amount permitted under your Contract;

• your Stored Income Balance; or

• your Yearly Required Minimum Distribution Amount (subject to conditions discussed under “Certain Tax Provisions” in this Appendix).

Excess Withdrawals

If you take an Excess Withdrawal, your Income Benefit Base will be reduced according to the following formula:

Your new Income Benefit Base	=	IBB x	(	AV - WD	)
				AV - SB

Where:
	IBB	=	Your Income Benefit Base immediately prior to the Excess Withdrawal.
	WD	=	The amount of the Excess Withdrawal.
	SB	=	Your Stored Income Balance (or your Yearly Required Minimum Distribution Amount, if greater) immediately prior to the Excess Withdrawal.
	AV	=	Your Account Value immediately prior to the Excess Withdrawal.

Your Annual Income Amount will be recalculated based on the reduced Income Benefit Base. Here is an example of an Excess Withdrawal:

Using the same facts as the previous example, assume that in your fifth Account Year you take a withdrawal of $50,000, exceeding your Stored Income Balance. Assume that due to poor investment performance during the fifth Account Year your Account Value was $90,000 immediately prior to the withdrawal. Your Income Benefit Base will be reduced to $61,538 as shown below.

Year	Account Value	Income Benefit Base	Annual Income Amount	Withdrawal	Stored Income Balance
5	$100,000	$100,000	$5,000	$50,000	$0
6	$40,000	$61,538	$3,077	$0	$3,077
7	$40,000	$61,538	$3,077	$0	$6,154
8	$40,000	$61,538	$3,077	$0	$9,231

Each year thereafter, the Annual Income Amount will be added to the Stored Income Balance in the same manner.

Your new Income Benefit Base	=	$	100,000 x	(	$90,000 -  $50,000	)	=	$	61,538
					$90,000 - $25,000

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Excess Withdrawals taken in a down market could severely reduce, and even terminate, your benefits under IOD III Escalator, including reducing your Account Value to zero and thereby terminating your Contract without value.

Early Withdrawals

All withdrawals taken before your First Withdrawal Date, including any “free withdrawal amounts” permitted under your Contract, will be considered Early Withdrawals and the Income Benefit Base and the Stored Income Balance will be reduced using the following formulas:

Your new Income Benefit Base	=	IBB x	(	AV - WD	)
				AV
Your new Stored Income Balance	=	SB x	(	AV - WD	)
				AV

Where:
	IBB	=	Your Income Benefit Base immediately prior to the Early Withdrawal.
	SB	=	Your Stored Income Balance immediately prior to the Early Withdrawal.
	WD	=	The amount of the Early Withdrawal.
	AV	=	Your Account Value immediately prior to the Early Withdrawal.

Your future Annual Income Amount will be recalculated based on the reduced Income Benefit Base.

In addition, Early Withdrawals will also be subject to withdrawal charges, to the extent that such withdrawals are in excess of the “free withdrawal amount” permitted under your Contract. Early Withdrawals could severely reduce, and even terminate, your benefits under IOD III Escalator, including reducing your Account Value to zero and thereby terminating your Contract without value.

In addition to reducing your benefits under IOD III Escalator, any withdrawal before your First Withdrawal Date could have state and federal income tax liability. You should consult a qualified tax professional for more information.

Depleting Your Account Value

If your Account Value is reduced to zero immediately following an Early Withdrawal or an Excess Withdrawal (as described above), then your Stored Income Balance and your Income Benefit Base will both be reduced to zero and your Contract will terminate without value. Therefore, your Contract, as well as any benefits available with IOD III Escalator, will end.

If your Account Value is reduced to zero through any combination of poor investment performance of the Designated Funds, Contract charges, and withdrawals other than Excess Withdrawals or Early Withdrawals, your Income Benefit Base will not be reduced. Your Contract will end. You will be entitled to receive annual payments equal to your Lifetime Income Percentage multiplied by your Income Benefit Base. Prior to determining your annual payments, you may increase your Income Benefit Base by any remaining Stored Income Balance as described below. These payments will continue for as long as you live. If you elected joint-life coverage, the payments will continue as long as either you or your spouse are alive as described in this Appendix under “Death of Participant Under IOD III Escalator with Joint-Life Coverage.” If you have any remaining Stored Income Balance on the day your Account Value is reduced to zero, you will be notified that, before you begin to receive your “annual lifetime payments,” you must deplete your Stored Income Balance by:

(a) withdrawing your remaining Stored Income Balance;

(b) applying the remaining amount of your Stored Income Balance to increase your Income Benefit Base (and thus the amount of your “annual lifetime payments”); or

(c) using a combination of (a) and (b).

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Because the Contract has ended, the amount of these annual lifetime payments will not change and they will not be subject to any withdrawal charges. You should be aware, however, that they could be subject to certain state and federal income tax liability. You should consult a qualified tax professional for more information.

Cost of IOD III Escalator

If you elected IOD III Escalator, we will deduct a quarterly fee from your Account Value (“IOD III Escalator Fee”). The IOD III Escalator Fee will be taken as a specific deduction from your Account Value on the last valuation day of each Account Quarter and will equal 0.2750 % of your Fee Base on that day, if you elected single-life coverage (0.3250% for joint-life coverage). On an annual basis, the IOD III Escalator Fee is equal to 1.10% of your Fee Base if you elected single-life coverage (1.30% for joint-life coverage). We reserve the right to increase the percentage rate used to calculate the IOD III Escalator Fee on newly issued Contracts.

During the first Account Year, your Fee Base is equal to your Income Benefit Base. On each Account Anniversary, the Fee Base is recalculated. Your new Fee Base will be reset to equal your Income Benefit Base plus your Stored Income Balance (if any) less your Annual Income Amount (if any) for that year if this recalculated amount is higher than your current Fee Base. In the event that the recalculated amount is not greater than your current Fee Base, we will continue to calculate your IOD III Escalator Fee based upon your current Fee Base until, at least, your next Account Anniversary. Note that, although your IOD III Escalator Fee may increase, it will never decrease.

For the most part, we calculate your Fee Base only on your Account Anniversary. However, we will recalculate your Fee Base between Account Anniversaries, if you take an Early Withdrawal or Excess Withdrawal or make additional Purchase Payments during your first Account Year.

If you take an Excess Withdrawal during your Stored Income Period, your Fee Base will be decreased by the following formula:

Your new Fee Base	=	Fee Base x	(	AV - WD	)
				AV - SB

If you take an Early Withdrawal, your Fee Base will be decreased by the following formula:

Your new Fee Base	=	Fee Base x	(	AV - WD	)
				AV

Where:
	Fee Base	=	Your Fee Base immediately prior to the Early/Excess Withdrawal.
	WD	=	The amount of the Early/Excess Withdrawal.
	SB	=	Your Stored Income Balance (if any) immediately prior to the Excess Withdrawal.
	AV	=	Your Account Value immediately prior to the Early/Excess Withdrawal.

Any additional Purchase Payment you make during your first Account Year will increase your Income Benefit Base as described in this Appendix under “Determining Your Income Benefit Base.” Therefore, your Fee Base will increase by any additional Purchase Payments made.

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Here is an example of how we calculate your Fee Base.

Assume that you are age 65 when your Contract is issued with an initial Purchase Payment of $100,000. Assume you elected to participate in IOD III Escalator with single-life coverage and investment performance of the Designated Funds is constant over the years. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Income Benefit Base is equal to your initial Purchase Payment on your Issue Date. Your Lifetime Income Percentage is 5%. Your Annual Income Amount is $5,000 (5% of your Income Benefit Base). All values are shown as of the beginning of the Account Year except as otherwise stated.

During the Stored Income Period, the Fee Base is reset at the beginning of the Contract Year to equal your Income Benefit Base plus your Stored Income Balance less your Annual Income Amount, if that amount is greater than the previous Fee Base. For example, in Contract Year 4, the Fee Base is set equal to the Income Benefit Base ($100,000) plus the Stored Income Balance ($20,000) less your Annual Income Amount ($5,000) if that amount ($115,000) is greater than the previous Fee Base ($110,000).

Year	Income Benefit Base	Annual Income Amount	Stored Income Balance			Fee Base
			Beginning of year	Withdrawal Amount	End of year
1	$100,000	$5,000	$5,000	$0	$5,000	$100,000
2	$100,000	$5,000	$10,000	$0	$10,000	$105,000
3	$100,000	$5,000	$15,000	$0	$15,000	$110,000
4	$100,000	$5,000	$20,000	$0	$20,000	$115,000

Assume, instead, that in your fourth Account Year you take a $20,000 withdrawal. At the beginning of your fifth Account Year, your Income Benefit Base ($100,000) plus your Stored Income Balance ($5,000) less your Annual Income Amount ($5,000) is less than the current Fee Base ($115,000), so there is no change to the Fee Base, as shown below.

Year	Income Benefit Base	Annual Income Amount	StoredIncome Balance			Fee Base
			Beginning of year	Withdrawal Amount	End of year
4	$100,000	$5,000	$20,000	$20,000	$0	$115,000
5	$100,000	$5,000	$5,000	$0	$5,000	$115,000
6	$100,000	$5,000	$10,000	$0	$10,000	$115,000
7	$100,000	$5,000	$15,000	$0	$15,000	$115,000
8	$100,000	$5,000	$20,000	$0	$20,000	$115,000
9	$100,000	$5,000	$25,000	$0	$25,000	$120,000

On each Account Anniversary thereafter, your Fee Base is recalculated and reset if necessary.

Your IOD III Escalator Fee will not change during an Account Year, unless you take one of the following specific actions:

• If you make an additional Purchase Payment during your first Account Year, you will increase your Fee Base and thus your IOD III Escalator Fee.

• If you make an Early Withdrawal or an Excess Withdrawal, you will decrease your Fee Base and thus your IOD III Escalator Fee.

In addition, on your Account Anniversary, the IOD III Escalator Fee may also change, if we increase the percentage used to calculate the IOD III Escalator Fee as described below under “Step-Up Under IOD III Escalator.”

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The investment performance of the Designated Funds will not affect your IOD III Escalator Fee during an Account Year. However, as stated below under “Step-Up Under IOD III Escalator,” favorable investment performance may cause the Income Benefit Base to increase on an Account Anniversary, and thus increase your IOD III Escalator Fee.

We will continue to deduct the IOD III Escalator Fee until you annuitize your Contract, your Account Value reduces to zero, or your benefits under IOD III Escalator are cancelled as described under “Cancellation of IOD III Escalator” in this Appendix.

Step-Up Under IOD III Escalator

Regardless of your age on the Issue Date, on each Account Anniversary prior to your Annuity Commencement Date, we will automatically step-up your Income Benefit Base, provided that you satisfy certain requirements. First, you must meet eligibility requirements:

• Your Account Value less your Stored Income Balance must equal no more than $5,000,000. (For purposes of determining the $5,000,000 limit, we reserve the right, in our sole discretion, to aggregate your Account Value with the account values of all other variable annuity contracts you own issued by Delaware Life or its affiliates.)

• Your Account Value minus your Stored Income Balance must be greater than your current Income Benefit Base. (If you have not yet reached your Stored Income Period and therefore do not yet have a Stored Income Balance, your Account Value must only be greater than your current Income Benefit Base.)

Second, if you satisfy the eligibility requirements, we then consider whether market conditions have caused us to increase the percentage rate used to calculate the IOD III Escalator Fee on newly issued Contracts. Since we are no longer issuing Contracts with IOD III Escalator, the percentage rate we use to calculate your IOD III Escalator Fee will be set based upon current market conditions at that time.

• If we have not had to increase the percentage rate as described above, the percentage rate we use to calculate your IOD III Escalator Fee will remain unchanged and we will automatically step-up your Income Benefit Base.

• If we have had to increase the percentage rate as described above, we offer you the opportunity to step-up at the higher percentage rate. In this case, your written consent is required to accept the higher percentage rate used to calculate your IOD III Escalator Fee and step-up your Income Benefit Base. If you do not consent to the step-up and higher percentage, the step-up will not be implemented and all subsequent step-ups of your Income Benefit Base will also be suspended. You may thereafter submit an election form to us, however, in order to consent to the then-applicable percentage rate and thus reactivate subsequent automatic step-ups.

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At the time of step-up, we will increase your Income Benefit Base to an amount equal to your Account Value less your Stored Income Balance, if any, provided that such amount exceeds your current Income Benefit Base. Here is an example of how step-up works under IOD III Escalator:

Assume that you are 65 years old when you purchase a Contract with an initial Purchase Payment of $100,000, and that you elect to participate in IOD III Escalator with single-life coverage and do not take any withdrawals. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Income Benefit Base is equal to your initial Purchase Payment. Your Annual Income Amount is $5,000 (5% of your Income Benefit Base). Your initial Stored Income Balance is $5,000.

Assume that your Account Value grows to $103,000 by the end of Account Year 1. Because your Account Value minus your Stored Income Balance ($103,000 - $5,000) is less than your current Income Benefit Base, you will not step-up.

Assume further that your Account Value grows to $113,000 by the end of Account Year 2. Because your Account Value minus your Stored Income Balance ($113,000 - $10,000) is greater than your current Income Benefit Base ($100,000), you will step-up. Your new Income Benefit Base will equal your Account Value minus your Stored Income Balance ($103,000). Your new Annual Income Amount will be $5,150 (5% of your new Income Benefit Base).

Assume further that your Account Value grows to $125,150 by the end of Account Year 3. Because your Account Value minus your Stored Income Balance ($125,150 - $15,150) is greater than your current Income Benefit Base ($103,000), you will step-up again. Your new Income Benefit Base will equal your Account Value minus your Stored Income Balance ($110,000). Your new Annual Income Amount will be $5,500 (5% of your new Income Benefit Base).

Account Year	Account Value End of Year	Stored Income Balance Beginning of Year	Income Benefit Base End of Year	Annual Income Amount End of Year	Withdrawals
1	$103,000	$5,000	$100,000	$5,000	0
2	$113,000	$10,000	$103,000	$5,150	0
3	$125,150	$15,150	$110,000	$5,500	0

Your Lifetime Income Percentage will increase if your age at the time of step-up coincides with a higher percentage as shown below. After the step-up, your Annual Income Amount will be your Lifetime Income Percentage multiplied by your new Income Benefit Base. Your Lifetime Income Percentage is determined, based upon your age at time of step-up, as follows:

Your Age at Step-up*	Lifetime Income Percentage
50 - 64	4%
65 - 79	5%
80 or older	6%

* If you elected joint-life coverage, the age ranges are based upon the age of the younger spouse as described below under “Joint-Life Coverage.”

The above example assumes that you are age 65 at issue, so your Lifetime Income Percentage is set to 5%. Assume instead you are age 77 at issue and have attained age 80 by the end of Account Year 3. When your Income Benefit Base steps-up to $110,000 your new Lifetime Income Percentage is 6% since you are now age 80. Your Annual Income Amount is now $6,600 and your Stored Income Balance becomes $21,750 at the beginning of Account Year 4.

Joint-Life Coverage

On the Issue Date, you have the option of electing IOD III Escalator with single-life coverage or, for a higher IOD III Escalator Fee, with joint-life coverage. Once you make the election, you cannot switch between joint-life and single-life coverage, regardless of any change in life events. Joint-life coverage is not available if you are unmarried on the Issue Date.

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Joint-life coverage can be elected on an individually-owned Contract or on a co-owned Contract. On an individually-owned Contract, joint-life coverage is available only if your spouse is the sole primary Beneficiary on the Issue Date and remains the sole primary Beneficiary while IOD III Escalator is in effect. On a co-owned Contract, joint-life coverage is available only if you and your spouse are the only co-owners on the Issue Date and remain so while IOD III Escalator is in effect. Whereas single-life coverage provides an Annual Income Amount only until any Participant dies, joint-life coverage provides an Annual Income Amount for as long as either you or your spouse is alive. Note that, for joint-life coverage to continue after the death of any Participant, the surviving spouse must elect to continue the contract through the “Spousal Continuance” provision. See also “Death of Participant Under IOD III Escalator with Joint-Life Coverage” in this Appendix.

If you have elected joint-life coverage, the Stored Income Period will be your Issue Date if the younger spouse is at least age 50. Otherwise it will be the first Account Anniversary after the younger spouse attains (or would have attained) age 50 if the younger spouse is less than age 50 on the Issue Date. (For purposes of joint-life coverage, the younger spouse refers to the person who was the younger spouse on the Issue Date, even if that person has died or is no longer married to the person who was his or her spouse on the Issue Date.) The First Withdrawal Date will be your Issue Date if the younger spouse is at least age 59. Otherwise it will be the first Account Anniversary after the younger spouse attains (or would have attained) age 59. The Lifetime Income Percentage will be based on the age of the younger spouse, as shown in the table below.

Age of Younger Spouse at Step-up	Lifetime Income Percentage
50 - 64	4%
65 - 79	5%
80 or older	6%

The Lifetime Income Percentage may increase, in the future, if the age of the younger spouse at time of step-up coincides with a higher percentage as shown in the above table.

The two spouses on the Issue Date are the only two people covered under the joint-life feature. If a Participant remarries, the new spouse is not covered under the joint-life feature. Therefore, if the spouse on the Issue Date is no longer your spouse, your benefits under IOD III Escalator continue for your life and, when you die, annual withdrawals are no longer available. Note that, when you elect joint-life coverage, you also elect the higher joint-life fee. The percentage rate of the fee will not be reduced regardless of any change in life events.

Cancellation of IOD III Escalator

Should you decide that IOD III Escalator is no longer appropriate for you, you may cancel IOD III Escalator at any time. Upon cancellation, all benefits and charges under IOD III Escalator shall cease. Once cancelled, IOD III Escalator cannot be reinstated.

Although transfers among the Designated Funds are permitted as described under “Transfer Privilege” in the prospectus to which this Appendix is attached, IOD III Escalator will be cancelled automatically:

• if any Purchase Payment is allocated to an investment option other than a Designated Fund; or

• if any portion of Account Value maintained in a Designated Fund is transferred into an investment option other than a Designated Fund.

IOD III Escalator will also be cancelled for any of the following:

• upon a termination of the Contract;

• upon annuitization*; or

• your Income Benefit Base is reduced to zero as a result of Early or Excess Withdrawals.

* Note that the Maximum Annuity Commencement Date permitted under this Contract is the first day of the month following the Annuitant’s 95^th birthday. See “Selection of Annuity Commencement Date” under “THE INCOME PHASE - ANNUITY PROVISIONS” in the prospectus to which this Appendix is attached.

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A change of ownership may also cancel your benefits under IOD III Escalator.

Death of Participant Under IOD III Escalator with Single-Life Coverage

If you elected single-life coverage, IOD III Escalator terminates on the death of any Participant and the Beneficiary may elect to exercise any of the available options under the Death Benefit provisions of the Contract. Alternately, the Beneficiary may elect to receive the Stored Income Balance. If your surviving spouse is the sole primary Beneficiary and elects to continue the Contract, your spouse has the additional option of electing to participate in a new IOD III Escalator benefit on the original Contract (assuming your surviving spouse meets certain eligibility requirements). If your surviving spouse makes such election, all of the following occur:

• the new Account Value will be the greater of the Stored Income Balance on the original Contract or the Death Benefit;

• the new percentage rate used to calculate the IOD III Escalator Fee will be set by us based on market conditions at the time and may be higher than the current percentage rate used to calculate the IOD III Escalator Fee;

• the new Income Benefit Base will be equal to the Account Value after any Death Benefit has been credited;

• the new Lifetime Income Percentage will be based on the age of the surviving spouse; and

• the new Stored Income Balance will be reset to zero.

Note that single-life coverage may be inappropriate on a co-owned Contract, because all living benefits will end on the death of any Participant. Note also that Beneficiaries who are not spouses cannot continue the Contract (see “Spousal Continuance” in the prospectus to which this Appendix is attached) or any living benefits under the Contract.

Death of Participant Under IOD III Escalator with Joint-Life Coverage

If the surviving spouse on the Death Benefit Date was not the spouse of a Participant on the original Contract’s Issue Date, then this section does not apply, even if joint-life coverage was elected. In such case, if a Participant dies while participating in IOD III Escalator, the provisions of the section above titled “Death of Participant Under IOD III Escalator with Single-Life Coverage” will apply.

If you purchased joint-life coverage and one of the Participants dies, IOD III Escalator will continue, provided that the surviving spouse, as the sole primary beneficiary, continues the Contract. In such case:

• the new Account Value will be equal to the Death Benefit;

• the Stored Income Balance will remain unchanged;

• the Income Benefit Base will remain unchanged until the next Account Anniversary when a step-up could apply due to an increase in the Account Value (see “Step-Up Under IOD III Escalator” in this Appendix);

• if the Stored Income Period has not yet begun, the Lifetime Income Percentage will be determined when the Stored Income Period begins (i.e., on the first Account Anniversary following the date the younger spouse attains (or would have attained) age 50);

• if the Stored Income Period has already begun, the Lifetime Income Percentage will be the Lifetime Income Percentage that applied to the Contract prior to the death of the Participant;

• on each Account Anniversary, the Annual Income Amount will be equal to the Income Benefit Base multiplied by the Lifetime Income Percentage; and

• the percentage rate of the IOD III Escalator Fee for the joint-life coverage option will continue for the surviving spouse as it was immediately prior to the death of the Participant.

At the death of the surviving spouse, the Contract, including IOD III Escalator, terminates.

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If you purchased joint-life coverage and the deceased Participant’s surviving spouse does not continue the Contract, your Beneficiary may elect any available option under the Death Benefit provisions of the Contract.

Annuitization Under IOD III Escalator

Under the terms of IOD III Escalator, if your Account Value is greater than zero on your Maximum Annuity Commencement Date, you may elect to:

(1) surrender your Contract and receive your Cash Surrender Value (or your Stored Income Balance, if greater);

(2) annuitize your Account Value under one of the Annuity Options available on that date; or

(3) (a) receive any remaining Stored Income Balance in a single sum and (b) annuitize your remaining Account Value as a single-life annuity (or a joint-life annuity, if joint-life coverage was elected at issue and you are still eligible to receive it) with an annualized annuity payment of not less than the Lifetime Income Percentage multiplied by your then current Income Benefit Base.

If you make no election, we will default your choice to option 3.

If your Account Value has been reduced to zero (other than as a result of an Early Withdrawal or an Excess Withdrawal), and your Income Benefit Base is greater than zero on or before your Maximum Annuity Commencement Date, you will receive your full Annual Income Amount each year until you die. For a more complete discussion of this, see “Depleting Your Account Value” in this Appendix.

Certain Tax Provisions

Certain state and federal income tax provisions may be important to you in connection with a living benefit, such as IOD III Escalator. If you elected to participate in IOD III Escalator, you may withdraw annual amounts up to the Yearly RMD Amount without affecting your benefit, subject to the conditions stated below. In the event that your Yearly RMD Amount attributable to your Contract is greater than your Stored Income Balance, we are currently waiving the withdrawal provisions under IOD III Escalator as follows. If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in IOD III Escalator, we reduce your Account Value and your Stored Income Balance, dollar for dollar, by the amount of the withdrawal to a value not less than zero. We will not, however, penalize you if the current Federal Tax Laws require you to withdraw from your Contract an amount greater than your Stored Income Balance. In other words, if a Yearly RMD Amount exceeds your Stored Income Balance, we will reduce your Stored Income Balance, but we will not reduce your Income Benefit Base, provided that:

• you withdraw your Qualified Contract’s first Yearly RMD Amount in the calendar year you attain age 70 ¹⁄₂ rather than postponing the withdrawal of that Amount until the first quarter of the next calendar year, and

• you do not make any withdrawal from your Qualified Contract that would result in you receiving, in any Account Year, more than one calendar year’s Yearly RMD Amount.

Currently, any withdrawal in excess of the Annual Income Amount or Stored Income Balance that is taken to satisfy the Yearly RMD Amounts will not be treated as an Excess Withdrawal, and will not reduce the Income Benefit Base. However, if there is any material change to the current Code or IRS Rules governing the timing or determination of required minimum distribution amounts, then the Company reserves the right to treat any withdrawal greater than the Annual Income Amount or Stored Income Balance as an Excess Withdrawal which may significantly reduce the Income Benefit Base.

For a further discussion of some of these provisions, please refer to “TAX PROVISIONS - Impact of Optional Death Benefits and Optional Living Benefits” in the prospectus to which this Appendix is attached.

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APPENDIX Q - BUILD YOUR OWN PORTFOLIO

This Appendix sets forth the Funds and percentage limits that constitute the “build your own portfolio” program. This program is more fully described under “BUILD YOUR OWN PORTFOLIO” in the Prospectus. Briefly, if you comply with this program, the portfolio you build will satisfy the Designated Funds requirement under certain optional living benefits. If you do not comply with the allocation percentage limits in effect under your Contract, your selection of the Build Your Own Portfolio model will not qualify as a Designated Fund and your participation in the living benefit will be cancelled. . . . For Contracts with the Income Riser with 7% bonus, the following is the Build Your Own Portfolio model that applies to your Contract.

Fixed Income Funds	Core Retirement Strategies Funds	Asset Allocation Funds	Core Equity Funds	Growth Equity Funds	Specialty Funds
30% to 50%	40% to 60%	10% to 30%	0% to 20%	0% to 20%	0% to 10%
MFS® Total Return Bond Series	PIMCO Global Multi-Asset Managed Allocation Portfolio	AB Balanced Wealth Strategy Portfolio	Lord Abbett Series Fund, Inc. - Fundamental Equity Portfolio	Franklin Small Cap Value VIP Fund	Franklin Strategic Income VIP Fund
MFS® Government Securities Portfolio	MFS® Global Tactical Allocation Portfolio	Fidelity® Balanced Portfolio (of Variable Insurance Products Fund III)	MFS® Value Series	MFS® Blended Research Small Cap Equity Portfolio	PIMCO Emerging Markets Bond Portfolio
MFS® Corporate Bond Portfolio	MFS® Conservative Allocation Portfolio	Franklin Income VIP Fund	Invesco V.I. Comstock Fund	Oppenheimer Capital Appreciation Fund/VA	MFS® Global Real Estate Portfolio
MFS® U.S. Government Money Market Portfolio	MFS® Moderate Allocation Portfolio	MFS® Total Return Series	Franklin Mutual Shares VIP Fund	Lord Abbett Series Fund, Inc. - Growth Opportunities Portfolio	PIMCO CommodityRealReturn® Strategy Portfolio
MFS® Limited Maturity Portfolio	AB Dynamic Asset Allocation Portfolio	Invesco V.I. Equity and Income Fund	MFS® Utilities Series	MFS® International Value Portfolio	MFS® Emerging Markets Equity Portfolio
MFS® Inflation - Adjusted Bond Portfolio	PIMCO All Asset Portfolio	Fidelity® Freedom 2015 Portfolio (of Variable Insurance Products Fund IV)	MFS® Core Equity Portfolio	MFS® Research International Portfolio	MFS® High Yield Portfolio
JPMorgan Insurance Trust Core Bond Portfolio	Putnam VT Absolute Return 500 Fund	Fidelity® Freedom 2020 Portfolio (of Variable Insurance Products Fund IV)	MFS® Research Series	Templeton Growth VIP Fund	Lazard Retirement Emerging Markets Equity Portfolio
		MFS® Growth Allocation Portfolio	Catalyst Dividend Capture VA Fund1	First Eagle Overseas Variable Fund	Templeton Global Bond VIP Fund
		BlackRock Global Allocation V.I. Fund	MFS® Mid Cap Value Portfolio	Oppenheimer Global Fund/VA
			JPMorgan Insurance Trust U.S. Equity Portfolio	Columbia Variable Portfolio - Select International Equity Fund
			Putnam VT Equity Income Fund	Fidelity® Mid Cap Portfolio (of Variable Insurance Products Fund III)
				MFS® International Growth Portfolio
				MFS® Growth Series
				Variable Portfolio - Loomis Sayles Growth Fund

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Fixed Income Funds	Core Retirement Strategies Funds	Asset Allocation Funds	Core Equity Funds	Growth Equity Funds	Specialty Funds
30% to 50%	40% to 60%	10% to 30%	0% to 20%	0% to 20%	0% to 10%
				Columbia Variable Portfolio - Large Cap Growth Fund
				Catalyst Insider Buying VA Fund1
				MFS® Mid Cap Growth Series
				Universal Institutional Funds Inc. - Mid Cap Growth Portfolio
				Invesco V.I. American Value Fund
				AB International Growth Portfolio
				Fidelity® Contrafund® Portfolio (of Variable Insurance Products Fund II)
				MFS® New Discovery Value Portfolio
				MFS® New Discovery Series
				AB Small/Mid Cap Value Portfolio
				Invesco V.I. International Growth Fund
				PIMCO Global Dividend Portfolio
				Universal Institutional Funds Inc. - Growth Portfolio

¹  Only available if you purchased your Contract through a Huntington Bank representative.

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For all Contracts purchased on or after August 17, 2009, and before February 8, 2010, including Contracts with SIR with a 6% bonus, the following is the Build Your Own Portfolio model that applies to your Contract. If you do not comply with the allocation percentage limits in effect under your Contract, your selection of the Build Your Own Portfolio model will not qualify as a Designated Fund and your participation in the living benefit will be cancelled.

Fixed Income Funds	Asset Allocation Funds	Core Equity Funds	Growth Equity Funds	Specialty Funds
30% to 80%	20% to 70%	0% to 50%	0% to 30%	0% to 10%
MFS® Total Return Bond Series	AB Balanced Wealth Strategy Portfolio	Lord Abbett Series Fund, Inc. - Fundamental Equity Portfolio	Franklin Small Cap Value VIP Fund	Franklin Strategic Income VIP Fund
MFS® Government Securities Portfolio	Fidelity® Balanced Portfolio (of Variable Insurance Products Fund III)	MFS® Value Series	MFS® Blended Research Small Cap Equity Portfolio	PIMCO Emerging Markets Bond Portfolio
MFS® Corporate Bond Portfolio	Franklin Income VIP Fund	Invesco V.I. Comstock Fund	Oppenheimer Capital Appreciation Fund/VA	MFS® Global Real Estate Portfolio
MFS® U.S. Government Money Market Portfolio	MFS® Total Return Series	Franklin Mutual Shares VIP Fund	Lord Abbett Series Fund, Inc. - Growth Opportunities Portfolio	PIMCO CommodityRealReturn® Strategy Portfolio
MFS® Limited Maturity Portfolio	Invesco V.I. Equity and Income Fund	MFS® Utilities Series	MFS® International Value Portfolio	MFS® Emerging Markets Equity Portfolio
MFS® Inflation-Adjusted Bond Portfolio	Fidelity® Freedom 2015 Portfolio (of Variable Insurance Products Fund IV)	MFS® Core Equity Portfolio	MFS® Research International Portfolio	MFS® High Yield Portfolio
JPMorgan Insurance Trust Core Bond Portfolio	Fidelity® Freedom 2020 Portfolio (of Variable Insurance Products Fund IV)	MFS® Research Series	Templeton Growth VIP Fund	Lazard Retirement Emerging Markets Equity Portfolio
	MFS® Conservative Allocation Portfolio	Catalyst Dividend Capture VA Fund1	First Eagle Overseas Variable Fund	PIMCO All Asset Portfolio
	MFS® Moderate Allocation Portfolio	MFS® Mid Cap Value Portfolio	Oppenheimer Global Fund/VA	Templeton Global Bond VIP Fund
	MFS® Growth Allocation Portfolio	JPMorgan Insurance Trust U.S. Equity Portfolio	Columbia Variable Portfolio - Select International Equity Fund
	BlackRock Global Allocation V.I. Fund	Putnam VT Equity Income Fund	Fidelity® Mid Cap Portfolio (of Variable Insurance Products Fund III)
	PIMCO Global Multi-Asset Managed Allocation Portfolio		MFS® International Growth Portfolio
	MFS® Global Tactical Allocation Portfolio		MFS® Growth Series
	AB Dynamic Asset Allocation Portfolio		Variable Portfolio - Loomis Sayles Growth Fund
	Putnam VT Absolute Return 500 Fund		Columbia Variable Portfolio - Large Cap Growth Fund
			Catalyst Insider Buying VA Fund1
			MFS® Mid Cap Growth Series
			Universal Institutional Funds Inc. - Mid Cap Growth Portfolio
			Invesco V.I. American Value Fund
			AB International Growth Portfolio

261

Fixed Income Funds	Asset Allocation Funds	Core Equity Funds	Growth Equity Funds	Specialty Funds
30% to 80%	20% to 70%	0% to 50%	0% to 30%	0% to 10%
			Fidelity® Contrafund® Portfolio (of Variable Insurance Products Fund II)
			MFS® New Discovery Value Portfolio
			MFS® New Discovery Series
			AB Small/Mid Cap Value Portfolio
			Invesco V.I. International Growth Fund
			PIMCO Global Dividend Portfolio
			Universal Institutional Funds Inc. - Growth Portfolio

¹  Only available if you purchased your Contract through a Huntington Bank representative.

262

For Contracts purchased after February 16, 2009, and prior to August 17, 2009, the following is the Build Your Own Portfolio model that applies to your Contract. If you do not comply with the allocation percentage limits in effect under your Contract, your selection of the Build Your Own Portfolio model will not qualify as a Designated Fund and your participation in the living benefit will be cancelled.

Fixed Income Funds	Asset Allocation Funds	Core Equity Funds	Growth Equity Funds	Specialty Funds
30% to 80%	0% to 70%	0% to 70%	0% to 30%	0% to 10%
MFS® Total Return Bond Series	AB Balanced Wealth Strategy Portfolio	Lord Abbett Series Fund, Inc. - Fundamental Equity Portfolio	Franklin Small Cap Value VIP Fund	Franklin Strategic Income VIP Fund
MFS® Government Securities Portfolio	Fidelity® Balanced Portfolio (of Variable Insurance Products Fund III)	MFS® Value Series	MFS® Blended Research Small Cap Equity Portfolio	PIMCO Emerging Markets Bond Portfolio
MFS® Corporate Bond Portfolio	Franklin Income VIP Fund	Invesco V.I. Comstock Fund	Oppenheimer Capital Appreciation Fund/VA	MFS® Global Real Estate Portfolio
MFS® U.S. Government Money Market Portfolio	MFS® Total Return Series	Franklin Mutual Shares VIP Fund	Lord Abbett Series Fund, Inc. - Growth Opportunities Portfolio	PIMCO CommodityRealReturn® Strategy Portfolio
MFS® Limited Maturity Portfolio	Oppenheimer Conservative Balanced Fund/VA	MFS® Utilities Series	MFS® International Value Portfolio	MFS® Emerging Markets Equity Portfolio
MFS® Inflation - Adjusted Bond Portfolio	Invesco V.I. Equity and Income Fund	MFS® Core Equity Portfolio	MFS® Research International Portfolio	MFS® High Yield Portfolio
JPMorgan Insurance Trust Core Bond Portfolio	Fidelity® Freedom 2015 Portfolio (of Variable Insurance Products Fund IV)	MFS® Research Series	Templeton Growth VIP Fund	Lazard Retirement Emerging Markets Equity Portfolio
	Fidelity® Freedom 2020 Portfolio (of Variable Insurance Products Fund IV)	Catalyst Dividend Capture VA Fund1	First Eagle Overseas Variable Fund	PIMCO All Asset Portfolio
	MFS® Conservative Allocation Portfolio	MFS® Mid Cap Value Portfolio	Oppenheimer Global Fund/VA	Templeton Global Bond VIP Fund
	MFS® Moderate Allocation Portfolio	JPMorgan Insurance Trust U.S. Equity Portfolio	Columbia Variable Portfolio - Select International Equity Fund
	MFS® Growth Allocation Portfolio	Putnam VT Equity Income Fund	Fidelity® Mid Cap Portfolio (of Variable Insurance Products Fund III)
	BlackRock Global Allocation V.I. Fund		MFS® International Growth Portfolio
	PIMCO Global Multi-Asset Managed Allocation Portfolio		MFS® Growth Series
	MFS® Global Tactical Allocation Portfolio		Variable Portfolio - Loomis Sayles Growth Fund
	AB Dynamic Asset Allocation Portfolio		Columbia Variable Portfolio - Large Cap Growth Fund
	Putnam VT Absolute Return 500 Fund		Catalyst Insider Buying VA Fund1
			MFS® Mid Cap Growth Series

263

Fixed Income Funds	Asset Allocation Funds	Core Equity Funds	Growth Equity Funds	Specialty Funds
30% to 80%	0% to 70%	0% to 70%	0% to 30%	0% to 10%
			Universal Institutional Funds Inc. - Mid Cap Growth Portfolio
			Invesco V.I. American Value Fund
			AB International Growth Portfolio
			Fidelity® Contrafund® Portfolio (of Variable Insurance Products Fund II)
			MFS® New Discovery Value Portfolio
			MFS® New Discovery Series
			AB Small/Mid Cap Value Portfolio
			Invesco V.I. International Growth Fund
			PIMCO Global Dividend Portfolio
			Universal Institutional Funds Inc. - Growth Portfolio

¹  Only available if you purchased your Contract through a Huntington Bank representative.

264

For Contracts purchased prior to February 17, 2009, the following is the Build Your Own Portfolio model that applies to your Contract. If you do not comply with the allocation percentage limits in effect under your Contract, your selection of the Build Your Own Portfolio model will not qualify as a Designated Fund and your participation in the living benefit will be cancelled.

Fixed Income Funds	Asset Allocation Funds	Core Equity Funds	Growth Equity Funds	Specialty Funds
25% to 80%	0% to 75%	0% to 75%	0% to 30%	0% to 10%
PIMCO Total Return Portfolio7	AB Balanced Wealth Strategy Portfolio8	Lord Abbett Series Fund, Inc. - Fundamental Equity Portfolio	Franklin Small Cap Value VIP Fund	Franklin Strategic Income VIP Fund
MFS® Total Return Bond Series8	Fidelity® Balanced Portfolio (of Variable Insurance Products Fund III)	MFS® Value Series	MFS® Blended Research Small Cap Equity Portfolio	MFS® High Yield Portfolio8
MFS® Government Securities Portfolio	Franklin Income VIP Fund	Invesco V.I. Comstock Fund	Oppenheimer Capital Appreciation Fund/VA	PIMCO Emerging Markets Bond Portfolio
MFS® Corporate Bond Portfolio	Franklin Founding Funds Allocation VIP Fund8	Franklin Mutual Shares VIP Fund	Lord Abbett Series Fund, Inc. - Growth Opportunities Portfolio	MFS® Global Real Estate Portfolio
PIMCO Real Return Portfolio7	MFS® Total Return Series	MFS® Utilities Series	Oppenheimer Main Street Small Cap Fund/VA2	PIMCO CommodityRealReturn® Strategy Portfolio
MFS® U.S. Government Money Market Portfolio	Oppenheimer Conservative Balanced Fund/VA	MFS® Blended Research® Core Equity Portfolio2	MFS® New Discovery Series	Templeton Developing Markets VIP Fund6
MFS® Limited Maturity Portfolio8	Invesco V.I. Equity and Income Fund8	MFS® Global Research Portfolio2	MFS® Mass Investors Growth Stock Portfolio2	MFS® Emerging Markets Equity Portfolio
MFS® Inflation-Adjusted Bond Portfolio8	Fidelity® Freedom 2010 Portfolio (of Variable Insurance Products Fund IV)7	MFS® Core Equity Portfolio	MFS® International Value Portfolio	MFS® Strategic Income Portfolio1
JPMorgan Insurance Trust Core Bond Portfolio8	Fidelity® Freedom 2015 Portfolio (of Variable Insurance Products Fund IV)	MFS® Research Series	Templeton Foreign VIP Fund6	Lazard Retirement Emerging Markets Equity Portfolio8
	Fidelity® Freedom 2020 Portfolio (of Variable Insurance Products Fund IV)	Oppenheimer Main St. Fund®/VA7	MFS® Research International Portfolio	PIMCO All Asset Portfolio
	MFS® Conservative Allocation Portfolio8	Catalyst Dividend Capture VA Fund5	Templeton Growth VIP Fund	Templeton Global Bond VIP Fund8
	MFS® Moderate Allocation Portfolio8	MFS® Mid Cap Value Portfolio8	First Eagle Overseas Variable Fund
	MFS® Growth Allocation Portfolio8	JPMorgan Insurance Trust U.S. Equity Portfolio8	Oppenheimer Global Fund/VA
	BlackRock Global Allocation V.I. Fund8	Putnam VT Equity Income Fund8	Columbia Variable Portfolio - Select International Equity Fund
	PIMCO Global Multi-Asset Managed Allocation Portfolio8		Fidelity® Mid Cap Portfolio (of Variable Insurance Products Fund III)
	MFS® Global Tactical Allocation Portfolio		Wanger USA3
	AB Dynamic Asset Allocation Portfolio8		Wanger Select3

265

Fixed Income Funds	Asset Allocation Funds	Core Equity Funds	Growth Equity Funds	Specialty Funds
25% to 80%	0% to 75%	0% to 75%	0% to 30%	0% to 10%
	Putnam VT Absolute Return 500 Fund8		Columbia Variable Portfolio - Small Cap Value Fund3
			MFS® International Growth Portfolio
			MFS® Growth Series
			Variable Portfolio - Loomis Sayles Growth Fund4
			Columbia Variable Portfolio - Large Cap Growth Fund4
			MFS® Global Growth Portfolio1
			Catalyst Insider Buying VA Fund5
			MFS® Mid Cap Growth Series8
			Universal Institutional Fund Inc. - Mid Cap Growth Portfolio8
			Invesco V.I. American Value Fund8
			AB International Growth Portfolio8
			AB International Value Portfolio7, 8
			Fidelity® Contrafund® Portfolio (of Variable Insurance Products Fund IV)8
			MFS® New Discovery Value Portfolio8
			AB Small/Mid Cap Value Portfolio8
			Invesco V.I. International Growth Fund8
			PIMCO Global Dividend Portfolio8
			Universal Institutional Funds Inc. - Growth Portfolio8

¹  Only available if you purchased your Contract before February 2, 2004.

²  Only available if you purchased your Contract before March 5, 2007.

³  Only available if you purchased your Contract through a Bank of America representative before April 22, 2007.

⁴  Only B Class shares available if you purchased your Contract on or after March 5, 2007. Only A Class shares available if you purchased your Contract through Bank of America representative before March 5, 2007.

⁵  Only available if you purchased your Contract through a Huntington Bank representative.

⁶  Only available if you purchased your Contract before March 10, 2008.

⁷  Only available if you purchased your Contract before October 20, 2008.

⁸  Not available for investment if you purchased your Contract through a Bank of America representative between April 25, 2005 and April 20, 2007.

266

APPENDIX R - CONDENSED FINANCIAL INFORMATION

The following information for Masters Flex should be read in conjunction with the Variable Account’s financial statements appearing in the Statement of Additional Information. The $10 beginning value for each accumulation unit is as of the date the unit commenced, which was generally later than the first day of the year shown. Calculated unit values are provided for portfolios with zero accumulated units at year end.

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
AB Dynamic Asset Allocation Portfolio, Class B		01		2015		11.2623		10.9325		1,398,701
		01		2014		10.9889		11.2623		1,594,435
		01		2013		9.9821		10.9889		1,499,014
		01		2012		9.3981		9.9821		251,645
		01		2011		10.0000		9.3981		35,337
		02		2015		11.1785		10.8290		99,213
		02		2014		10.9294		11.1785		93,568
		02		2013		9.9482		10.9294		88,397
		02		2012		9.3854		9.9482		31,379
		02		2011		10.0000		9.3854		29,739
		03		2015		11.1577		10.8034		0
		03		2014		10.9146		11.1577		4,320
		03		2013		9.9398		10.9146		4,383
		03		2012		9.3822		9.9398		0
		03		2011		10.0000		9.3822		0
		04		2015		11.0951		10.7264		435,369
		04		2014		10.8700		11.0951		499,643
		04		2013		9.9144		10.8700		430,381
		04		2012		9.3727		9.9144		65,655
		04		2011		10.0000		9.3727		519
		05		2015		11.0743		10.7008		7,094
		05		2014		10.8552		11.0743		0
		05		2013		9.9060		10.8552		0
		05		2012		9.3695		9.9060		0
		05		2011		10.0000		9.3695		0
		06		2015		11.0122		10.6245		0
		06		2014		10.8109		11.0122		0
		06		2013		9.8807		10.8109		0
		06		2012		9.3600		9.8807		0
		06		2011		10.0000		9.3600		0
		07		2015		10.9916		10.5992		0
		07		2014		10.7962		10.9916		0
		07		2013		9.8722		10.7962		0
		07		2012		9.3568		9.8722		0
		07		2011		10.0000		9.3568		0

267

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2015		10.9093		10.4983		0
		08		2014		10.7373		10.9093		0
		08		2013		9.8386		10.7373		0
		08		2012		9.3441		9.8386		0
		08		2011		10.0000		9.3441		0
AB International Growth Portfolio, Class B		01		2015		8.7035		8.3737		233,005
		01		2014		8.9765		8.7035		268,551
		01		2013		8.0542		8.9765		320,945
		01		2012		7.1071		8.0542		338,063
		01		2011		8.6073		7.1071		413,315
		01		2010		7.7716		8.6073		381,556
		01		2009		5.6752		7.7716		300,021
		01		2008		10.0000		5.6752		98,827
		02		2015		8.5835		8.2415		34,021
		02		2014		8.8708		8.5835		43,144
		02		2013		7.9756		8.8708		54,321
		02		2012		7.0522		7.9756		69,042
		02		2011		8.5581		7.0522		68,273
		02		2010		7.7429		8.5581		68,088
		02		2009		5.6658		7.7429		75,109
		02		2008		10.0000		5.6658		53,740
		03		2015		8.5538		8.2089		426
		03		2014		8.8447		8.5538		424
		03		2013		7.9561		8.8447		414
		03		2012		7.0386		7.9561		423
		03		2011		8.5459		7.0386		445
		03		2010		7.7358		8.5459		372
		03		2009		5.6634		7.7358		395
		03		2008		10.0000		5.6634		0
		04		2015		8.4649		8.1110		42,911
		04		2014		8.7662		8.4649		44,574
		04		2013		7.8976		8.7662		53,557
		04		2012		6.9975		7.8976		74,189
		04		2011		8.5091		6.9975		80,335
		04		2010		7.7143		8.5091		67,408
		04		2009		5.6564		7.7143		32,890
		04		2008		10.0000		5.6564		7,294
		05		2015		8.4355		8.0787		0
		05		2014		8.7402		8.4355		0
		05		2013		7.8782		8.7402		0
		05		2012		6.9839		7.8782		0
		05		2011		8.4969		6.9839		0
		05		2010		7.7072		8.4969		0
		05		2009		5.6540		7.7072		0
		05		2008		10.0000		5.6540		0

268

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2015		8.3478		7.9825		0
		06		2014		8.6626		8.3478		0
		06		2013		7.8202		8.6626		0
		06		2012		6.9432		7.8202		0
		06		2011		8.4604		6.9432		0
		06		2010		7.6858		8.4604		0
		06		2009		5.6470		7.6858		0
		06		2008		10.0000		5.6470		0
		07		2015		8.3187		7.9507		0
		07		2014		8.6368		8.3187		0
		07		2013		7.8010		8.6368		0
		07		2012		6.9297		7.8010		188
		07		2011		8.4482		6.9297		192
		07		2010		7.6787		8.4482		166
		07		2009		5.6446		7.6787		166
		07		2008		10.0000		5.6446		181
		08		2015		8.2034		7.8244		0
		08		2014		8.5346		8.2034		0
		08		2013		7.7244		8.5346		0
		08		2012		6.8758		7.7244		0
		08		2011		8.3997		6.8758		0
		08		2010		7.6502		8.3997		0
		08		2009		5.6352		7.6502		0
		08		2008		10.0000		5.6352		0
AB Small/Mid Cap Value Portfolio, Class B		01		2015		17.7182		16.4336		117,921
		01		2014		16.5361		17.7182		133,842
		01		2013		12.2159		16.5361		154,802
		01		2012		10.4853		12.2159		41,044
		01		2011		10.0000		10.4853		121
		02		2015		17.6001		16.2908		21,915
		02		2014		16.4594		17.6001		22,470
		02		2013		12.1840		16.4594		20,448
		02		2012		10.4793		12.1840		15,154
		02		2011		10.0000		10.4793		0
		03		2015		17.5708		16.2555		0
		03		2014		16.4403		17.5708		0
		03		2013		12.1760		16.4403		0
		03		2012		10.4779		12.1760		0
		03		2011		10.0000		10.4779		0
		04		2015		17.4826		16.1491		12,630
		04		2014		16.3829		17.4826		21,792
		04		2013		12.1521		16.3829		42,770
		04		2012		10.4734		12.1521		0
		04		2011		10.0000		10.4734		0

269

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2015		17.4532		16.1137		0
		05		2014		16.3637		17.4532		0
		05		2013		12.1441		16.3637		0
		05		2012		10.4719		12.1441		0
		05		2011		10.0000		10.4719		0
		06		2015		17.3656		16.0083		0
		06		2014		16.3066		17.3656		0
		06		2013		12.1202		16.3066		0
		06		2012		10.4674		12.1202		0
		06		2011		10.0000		10.4674		0
		07		2015		17.3364		15.9732		0
		07		2014		16.2875		17.3364		0
		07		2013		12.1123		16.2875		0
		07		2012		10.4659		12.1123		0
		07		2011		10.0000		10.4659		0
		08		2015		17.2203		15.8337		0
		08		2014		16.2115		17.2203		0
		08		2013		12.0804		16.2115		0
		08		2012		10.4599		12.0804		0
		08		2011		10.0000		10.4599		0
AB VPS Balanced Wealth Strategy Portfolio, Class B		01		2015		12.9572		12.9083		1,125,129
		01		2014		12.3001		12.9572		1,309,516
		01		2013		10.7561		12.3001		1,584,521
		01		2012		9.6471		10.7561		1,736,421
		01		2011		10.1178		9.6471		1,881,783
		01		2010		9.3270		10.1178		2,050,087
		01		2009		7.6202		9.3270		1,784,489
		01		2008		10.0000		7.6202		508,051
		02		2015		12.7786		12.7045		267,151
		02		2014		12.1553		12.7786		302,148
		02		2013		10.6511		12.1553		256,494
		02		2012		9.5725		10.6511		336,328
		02		2011		10.0600		9.5725		373,813
		02		2010		9.2927		10.0600		435,327
		02		2009		7.6076		9.2927		526,947
		02		2008		10.0000		7.6076		302,611
		03		2015		12.7345		12.6542		3,908
		03		2014		12.1195		12.7345		4,435
		03		2013		10.6251		12.1195		5,003
		03		2012		9.5540		10.6251		5,655
		03		2011		10.0457		9.5540		5,787
		03		2010		9.2841		10.0457		6,871
		03		2009		7.6045		9.2841		11,870
		03		2008		10.0000		7.6045		0

270

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2015		12.6022		12.5036		102,758
		04		2014		12.0119		12.6022		124,124
		04		2013		10.5470		12.0119		154,737
		04		2012		9.4984		10.5470		164,245
		04		2011		10.0025		9.4984		162,046
		04		2010		9.2584		10.0025		165,497
		04		2009		7.5950		9.2584		92,095
		04		2008		10.0000		7.5950		2,449
		05		2015		12.5583		12.4537		1,534
		05		2014		11.9763		12.5583		0
		05		2013		10.5211		11.9763		0
		05		2012		9.4799		10.5211		0
		05		2011		9.9881		9.4799		0
		05		2010		9.2498		9.9881		0
		05		2009		7.5919		9.2498		0
		05		2008		10.0000		7.5919		0
		06		2015		12.4278		12.3054		3,912
		06		2014		11.8700		12.4278		4,454
		06		2013		10.4437		11.8700		4,874
		06		2012		9.4247		10.4437		0
		06		2011		9.9452		9.4247		0
		06		2010		9.2242		9.9452		0
		06		2009		7.5824		9.2242		0
		06		2008		10.0000		7.5824		0
		07		2015		12.3846		12.2564		0
		07		2014		11.8348		12.3846		0
		07		2013		10.4180		11.8348		0
		07		2012		9.4064		10.4180		0
		07		2011		9.9309		9.4064		0
		07		2010		9.2156		9.9309		0
		07		2009		7.5793		9.2156		0
		07		2008		10.0000		7.5793		0
		08		2015		12.2130		12.0618		0
		08		2014		11.6947		12.2130		0
		08		2013		10.3158		11.6947		0
		08		2012		9.3333		10.3158		0
		08		2011		9.8738		9.3333		0
		08		2010		9.1815		9.8738		0
		08		2009		7.5667		9.1815		0
		08		2008		10.0000		7.5667		0
AB VPS International Value Portfolio, Class B		01		2015		7.1935		7.2448		1,756,328
		01		2014		7.8194		7.1935		2,101,914
		01		2013		6.4781		7.8194		2,321,059
		01		2012		5.7685		6.4781		2,983,793
		01		2011		7.2804		5.7685		3,546,247
		01		2010		7.0973		7.2804		3,508,578
		01		2009		5.3710		7.0973		3,683,874
		01		2008		10.0000		5.3710		4,086,605

271

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2015		7.0943		7.1303		943,223
		02		2014		7.7273		7.0943		1,144,687
		02		2013		6.4149		7.7273		1,315,871
		02		2012		5.7239		6.4149		1,709,740
		02		2011		7.2388		5.7239		2,013,385
		02		2010		7.0711		7.2388		1,977,577
		02		2009		5.3621		7.0711		2,018,201
		02		2008		10.0000		5.3621		2,140,685
		03		2015		7.0698		7.1021		8,474
		03		2014		7.7045		7.0698		10,275
		03		2013		6.3992		7.7045		8,703
		03		2012		5.7128		6.3992		10,622
		03		2011		7.2284		5.7128		11,455
		03		2010		7.0646		7.2284		13,964
		03		2009		5.3598		7.0646		18,076
		03		2008		10.0000		5.3598		22,855
		04		2015		6.9963		7.0174		128,444
		04		2014		7.6361		6.9963		156,334
		04		2013		6.3521		7.6361		166,081
		04		2012		5.6795		6.3521		178,771
		04		2011		7.1973		5.6795		220,860
		04		2010		7.0450		7.1973		235,379
		04		2009		5.3532		7.0450		239,763
		04		2008		10.0000		5.3532		261,208
		05		2015		6.9720		6.9895		0
		05		2014		7.6135		6.9720		0
		05		2013		6.3365		7.6135		0
		05		2012		5.6685		6.3365		0
		05		2011		7.1870		5.6685		0
		05		2010		7.0384		7.1870		0
		05		2009		5.3509		7.0384		0
		05		2008		10.0000		5.3509		0
		06		2015		6.8995		6.9062		0
		06		2014		7.5459		6.8995		0
		06		2013		6.2898		7.5459		345
		06		2012		5.6354		6.2898		406
		06		2011		7.1561		5.6354		407
		06		2010		7.0189		7.1561		335
		06		2009		5.3443		7.0189		1,892
		06		2008		10.0000		5.3443		3,189
		07		2015		6.8755		6.8786		0
		07		2014		7.5235		6.8755		0
		07		2013		6.2744		7.5235		1,240
		07		2012		5.6245		6.2744		1,598
		07		2011		7.1458		5.6245		1,599
		07		2010		7.0124		7.1458		2,940
		07		2009		5.3420		7.0124		6,685
		07		2008		10.0000		5.3420		1,618

272

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2015		6.7801		6.7694		0
		08		2014		7.4344		6.7801		0
		08		2013		6.2128		7.4344		0
		08		2012		5.5807		6.2128		0
		08		2011		7.1047		5.5807		0
		08		2010		6.9864		7.1047		0
		08		2009		5.3331		6.9864		0
		08		2008		10.0000		5.3331		0
BlackRock Global Allocation V.I. Fund, Class III		01		2015		14.9499		14.5561		11,180,936
		01		2014		14.9126		14.9499		12,921,646
		01		2013		13.2523		14.9126		16,504,124
		01		2012		12.2544		13.2523		19,140,072
		01		2011		12.9302		12.2544		20,564,795
		01		2010		11.9778		12.9302		20,347,531
		01		2009		10.0720		11.9778		14,489,451
		01		2008		10.0000		10.0720		758,602
		02		2015		14.7623		14.3442		2,229,630
		02		2014		14.7555		14.7623		2,472,429
		02		2013		13.1394		14.7555		2,946,131
		02		2012		12.1749		13.1394		3,568,719
		02		2011		12.8725		12.1749		3,913,986
		02		2010		11.9487		12.8725		3,821,727
		02		2009		10.0679		11.9487		3,506,196
		02		2008		10.0000		10.0679		220,728
		03		2015		14.7159		14.2919		15,767
		03		2014		14.7166		14.7159		20,585
		03		2013		13.1114		14.7166		24,000
		03		2012		12.1552		13.1114		20,363
		03		2011		12.8581		12.1552		20,303
		03		2010		11.9414		12.8581		19,479
		03		2009		10.0669		11.9414		25,661
		03		2008		10.0000		10.0669		0
		04		2015		14.5768		14.1350		1,444,292
		04		2014		14.5998		14.5768		1,703,000
		04		2013		13.0273		14.5998		2,301,902
		04		2012		12.0958		13.0273		2,485,428
		04		2011		12.8149		12.0958		2,494,209
		04		2010		11.9195		12.8149		2,383,570
		04		2009		10.0639		11.9195		1,190,736
		04		2008		10.0000		10.0639		34,766
		05		2015		14.5307		14.0831		11,840
		05		2014		14.5611		14.5307		9,303
		05		2013		12.9994		14.5611		9,623
		05		2012		12.0761		12.9994		0
		05		2011		12.8005		12.0761		664
		05		2010		11.9122		12.8005		636
		05		2009		10.0629		11.9122		41,023
		05		2008		10.0000		10.0629		0

273

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2015		14.3932		13.9285		5,457
		06		2014		14.4455		14.3932		5,555
		06		2013		12.9160		14.4455		19,559
		06		2012		12.0171		12.9160		10,439
		06		2011		12.7575		12.0171		3,922
		06		2010		11.8904		12.7575		4,821
		06		2009		10.0598		11.8904		1,811
		06		2008		10.0000		10.0598		0
		07		2015		14.3477		13.8773		0
		07		2014		14.4071		14.3477		0
		07		2013		12.8883		14.4071		0
		07		2012		11.9975		12.8883		1,579
		07		2011		12.7432		11.9975		0
		07		2010		11.8831		12.7432		40
		07		2009		10.0588		11.8831		68
		07		2008		10.0000		10.0588		0
		08		2015		14.1667		13.6742		0
		08		2014		14.2545		14.1667		0
		08		2013		12.7779		14.2545		0
		08		2012		11.9192		12.7779		0
		08		2011		12.6860		11.9192		0
		08		2010		11.8540		12.6860		0
		08		2009		10.0547		11.8540		0
		08		2008		10.0000		10.0547		0
Variable Portfolio - Loomis Sayles Growth Fund, Class 1		01		2015		17.7713		17.8578		0
		01		2014		16.5136		17.7713		0
		01		2013		12.3786		16.5136		427
		01		2012		11.2149		12.3786		427
		01		2011		11.7119		11.2149		427
		01		2010		9.7971		11.7119		428
		01		2009		7.8645		9.7971		0
		01		2008		13.2067		7.8645		0
		01		2007		11.4316		13.2067		0
		01		2006		10.9553		11.4316		0
		02		2015		17.4205		17.4696		0
		02		2014		16.2206		17.4205		0
		02		2013		12.1837		16.2206		0
		02		2012		11.0610		12.1837		0
		02		2011		11.5747		11.0610		0
		02		2010		9.7020		11.5747		9,047
		02		2009		7.8041		9.7020		9,964
		02		2008		13.1322		7.8041		16,229
		02		2007		11.3903		13.1322		8,149
		02		2006		10.9380		11.3903		8,846

274

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2015		17.3342		17.3743		0
		03		2014		16.1485		17.3342		0
		03		2013		12.1357		16.1485		0
		03		2012		11.0230		12.1357		0
		03		2011		11.5408		11.0230		0
		03		2010		9.6785		11.5408		0
		03		2009		7.7891		9.6785		0
		03		2008		13.1136		7.7891		0
		03		2007		11.3800		13.1136		0
		03		2006		10.9337		11.3800		0
		04		2015		17.0761		17.0894		0
		04		2014		15.9324		17.0761		0
		04		2013		11.9917		15.9324		0
		04		2012		10.9090		11.9917		0
		04		2011		11.4389		10.9090		0
		04		2010		9.6078		11.4389		0
		04		2009		7.7441		9.6078		0
		04		2008		13.0579		7.7441		0
		04		2007		11.3491		13.0579		0
		04		2006		10.9206		11.3491		0
		05		2015		16.9909		16.9954		0
		05		2014		15.8610		16.9909		0
		05		2013		11.9441		15.8610		0
		05		2012		10.8713		11.9441		0
		05		2011		11.4051		10.8713		0
		05		2010		9.5843		11.4051		0
		05		2009		7.7291		9.5843		0
		05		2008		13.0393		7.7291		0
		05		2007		11.3388		13.0393		0
		05		2006		10.9163		11.3388		0
		06		2015		16.7379		16.7167		0
		06		2014		15.6488		16.7379		0
		06		2013		11.8023		15.6488		0
		06		2012		10.7588		11.8023		0
		06		2011		11.3044		10.7588		0
		06		2010		9.5142		11.3044		0
		06		2009		7.6844		9.5142		0
		06		2008		12.9839		7.6844		0
		06		2007		11.3080		12.9839		0
		06		2006		10.9033		11.3080		0
		07		2015		16.6544		16.6248		0
		07		2014		15.5787		16.6544		0
		07		2013		11.7555		15.5787		0
		07		2012		10.7216		11.7555		0
		07		2011		11.2710		10.7216		0
		07		2010		9.4910		11.2710		0
		07		2009		7.6695		9.4910		0
		07		2008		12.9655		7.6695		0
		07		2007		11.2978		12.9655		0
		07		2006		10.8990		11.2978		0

275

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2015		16.3239		16.2616		0
		08		2014		15.3009		16.3239		0
		08		2013		11.5695		15.3009		0
		08		2012		10.5737		11.5695		0
		08		2011		11.1383		10.5737		0
		08		2010		9.3984		11.1383		0
		08		2009		7.6103		9.3984		0
		08		2008		12.8919		7.6103		0
		08		2007		11.2568		12.8919		0
		08		2006		10.8816		11.2568		0
Variable Portfolio - Loomis Sayles Growth Fund, Class 2		01		2015		15.5937		15.6245		453,839
		01		2014		14.5240		15.5937		551,369
		01		2013		10.9138		14.5240		608,426
		01		2012		9.9163		10.9138		775,956
		01		2011		10.3762		9.9163		828,625
		01		2010		8.7001		10.3762		886,118
		01		2009		7.0027		8.7001		890,876
		01		2008		11.7878		7.0027		537,847
		01		2007		10.0000		11.7878		228,203
		02		2015		15.3470		15.3460		170,122
		02		2014		14.3233		15.3470		222,881
		02		2013		10.7850		14.3233		256,751
		02		2012		9.8193		10.7850		388,307
		02		2011		10.2956		9.8193		419,009
		02		2010		8.6501		10.2956		466,960
		02		2009		6.9766		8.6501		468,202
		02		2008		11.7680		6.9766		229,876
		02		2007		10.0000		11.7680		97,722
		03		2015		15.2861		15.2774		4,817
		03		2014		14.2738		15.2861		4,899
		03		2013		10.7531		14.2738		5,210
		03		2012		9.7953		10.7531		3,268
		03		2011		10.2756		9.7953		4,033
		03		2010		8.6377		10.2756		7,137
		03		2009		6.9702		8.6377		7,139
		03		2008		11.7631		6.9702		7,533
		03		2007		10.0000		11.7631		5,975
		04		2015		15.1037		15.0719		111,387
		04		2014		14.1250		15.1037		125,221
		04		2013		10.6574		14.1250		117,992
		04		2012		9.7231		10.6574		139,469
		04		2011		10.2155		9.7231		233,021
		04		2010		8.6003		10.2155		223,702
		04		2009		6.9506		8.6003		206,476
		04		2008		11.7482		6.9506		188,130
		04		2007		10.0000		11.7482		21,507

276

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2015		15.0434		15.0040		0
		05		2014		14.0758		15.0434		0
		05		2013		10.6257		14.0758		0
		05		2012		9.6991		10.6257		0
		05		2011		10.1955		9.6991		0
		05		2010		8.5879		10.1955		0
		05		2009		6.9442		8.5879		0
		05		2008		11.7433		6.9442		0
		05		2007		10.0000		11.7433		0
		06		2015		14.8639		14.8023		2,114
		06		2014		13.9292		14.8639		5,127
		06		2013		10.5311		13.9292		9,919
		06		2012		9.6276		10.5311		2,528
		06		2011		10.1358		9.6276		8,109
		06		2010		8.5507		10.1358		2,116
		06		2009		6.9247		8.5507		2,116
		06		2008		11.7285		6.9247		0
		06		2007		10.0000		11.7285		0
		07		2015		14.8045		14.7357		0
		07		2014		13.8807		14.8045		0
		07		2013		10.4998		13.8807		0
		07		2012		9.6039		10.4998		2,569
		07		2011		10.1160		9.6039		7,366
		07		2010		8.5384		10.1160		7,268
		07		2009		6.9182		8.5384		10,571
		07		2008		11.7235		6.9182		0
		07		2007		10.0000		11.7235		0
		08		2015		14.5690		14.4716		0
		08		2014		13.6878		14.5690		0
		08		2013		10.3751		13.6878		0
		08		2012		9.5094		10.3751		0
		08		2011		10.0370		9.5094		0
		08		2010		8.4890		10.0370		0
		08		2009		6.8924		8.4890		0
		08		2008		11.7038		6.8924		0
		08		2007		10.0000		11.7038		0
Columbia Variable Portfolio - Small Cap Value Fund, Class 2		01		2015		17.4442		16.0724		768
		01		2014		17.2118		17.4442		757
		01		2013		13.0561		17.2118		751
		01		2012		11.9333		13.0561		862
		01		2011		12.9257		11.9333		851
		01		2010		10.3921		12.9257		833
		01		2009		8.4535		10.3921		953
		01		2008		11.9645		8.4535		956
		01		2007		12.4883		11.9645		962
		01		2006		10.6375		12.4883		864

277

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2015		17.0999		15.7231		321
		02		2014		16.9065		17.0999		320
		02		2013		12.8506		16.9065		320
		02		2012		11.7696		12.8506		320
		02		2011		12.7743		11.7696		320
		02		2010		10.2913		12.7743		188
		02		2009		8.3885		10.2913		0
		02		2008		11.8970		8.3885		0
		02		2007		12.4433		11.8970		0
		02		2006		10.6207		12.4433		0
		03		2015		17.0151		15.6372		0
		03		2014		16.8312		17.0151		0
		03		2013		12.7999		16.8312		0
		03		2012		11.7291		12.7999		0
		03		2011		12.7368		11.7291		0
		03		2010		10.2663		12.7368		0
		03		2009		8.3725		10.2663		0
		03		2008		11.8802		8.3725		0
		03		2007		12.4321		11.8802		0
		03		2006		10.6165		12.4321		0
		04		2015		16.7617		15.3808		0
		04		2014		16.6060		16.7617		0
		04		2013		12.6480		16.6060		0
		04		2012		11.6078		12.6480		0
		04		2011		12.6244		11.6078		0
		04		2010		10.1913		12.6244		0
		04		2009		8.3240		10.1913		0
		04		2008		11.8297		8.3240		0
		04		2007		12.3983		11.8297		0
		04		2006		10.6039		12.3983		0
		05		2015		16.6781		15.2962		0
		05		2014		16.5316		16.6781		0
		05		2013		12.5978		16.5316		0
		05		2012		11.5676		12.5978		0
		05		2011		12.5871		11.5676		0
		05		2010		10.1664		12.5871		0
		05		2009		8.3079		10.1664		0
		05		2008		11.8129		8.3079		0
		05		2007		12.3871		11.8129		0
		05		2006		10.5996		12.3871		0
		06		2015		16.4297		15.0453		0
		06		2014		16.3104		16.4297		0
		06		2013		12.4482		16.3104		0
		06		2012		11.4479		12.4482		0
		06		2011		12.4759		11.4479		0
		06		2010		10.0921		12.4759		0
		06		2009		8.2598		10.0921		0
		06		2008		11.7626		8.2598		0
		06		2007		12.3534		11.7626		0
		06		2006		10.5870		12.3534		0

278

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2015		16.3477		14.9626		0
		07		2014		16.2373		16.3477		0
		07		2013		12.3988		16.2373		0
		07		2012		11.4083		12.3988		0
		07		2011		12.4391		11.4083		0
		07		2010		10.0674		12.4391		0
		07		2009		8.2439		10.0674		0
		07		2008		11.7459		8.2439		0
		07		2007		12.3422		11.7459		0
		07		2006		10.5828		12.3422		0
		08		2015		16.0233		14.6357		0
		08		2014		15.9478		16.0233		0
		08		2013		12.2026		15.9478		0
		08		2012		11.2510		12.2026		0
		08		2011		12.2926		11.2510		0
		08		2010		9.9692		12.2926		0
		08		2009		8.1802		9.9692		0
		08		2008		11.6793		8.1802		0
		08		2007		12.2975		11.6793		0
		08		2006		10.5660		12.2975		0
Columbia Variable Portfolio - Large Cap Growth Fund, Class 1		01		2015		17.7915		17.7677		2,477
		01		2014		16.5870		17.7915		2,621
		01		2013		11.8408		16.5870		2,840
		01		2012		10.8099		11.8408		3,484
		01		2011		12.4799		10.8099		3,532
		01		2010		10.8073		12.4799		3,338
		01		2009		8.6479		10.8073		4,382
		01		2008		15.5825		8.6479		4,522
		01		2007		13.2834		15.5825		4,363
		01		2006		11.2788		13.2834		2,247
		02		2015		17.4403		17.3815		0
		02		2014		16.2928		17.4403		0
		02		2013		11.6544		16.2928		0
		02		2012		10.6616		11.6544		0
		02		2011		12.3337		10.6616		0
		02		2010		10.7024		12.3337		0
		02		2009		8.5815		10.7024		0
		02		2008		15.4946		8.5815		0
		02		2007		13.2355		15.4946		0
		02		2006		11.2609		13.2355		0

279

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2015		17.3540		17.2867		0
		03		2014		16.2203		17.3540		0
		03		2013		11.6084		16.2203		0
		03		2012		10.6250		11.6084		0
		03		2011		12.2975		10.6250		0
		03		2010		10.6765		12.2975		0
		03		2009		8.5650		10.6765		0
		03		2008		15.4727		8.5650		0
		03		2007		13.2236		15.4727		0
		03		2006		11.2565		13.2236		0
		04		2015		17.0955		17.0031		0
		04		2014		16.0032		17.0955		0
		04		2013		11.4706		16.0032		0
		04		2012		10.5150		11.4706		0
		04		2011		12.1890		10.5150		0
		04		2010		10.5984		12.1890		0
		04		2009		8.5155		10.5984		0
		04		2008		15.4070		8.5155		0
		04		2007		13.1877		15.4070		0
		04		2006		11.2431		13.1877		0
		05		2015		17.0101		16.9096		0
		05		2014		15.9315		17.0101		0
		05		2013		11.4250		15.9315		0
		05		2012		10.4786		11.4250		0
		05		2011		12.1530		10.4786		0
		05		2010		10.5725		12.1530		0
		05		2009		8.4990		10.5725		0
		05		2008		15.3851		8.4990		0
		05		2007		13.1757		15.3851		0
		05		2006		11.2386		13.1757		0
		06		2015		16.7568		16.6322		0
		06		2014		15.7183		16.7568		0
		06		2013		11.2894		15.7183		0
		06		2012		10.3702		11.2894		0
		06		2011		12.0456		10.3702		0
		06		2010		10.4952		12.0456		0
		06		2009		8.4498		10.4952		0
		06		2008		15.3197		8.4498		0
		06		2007		13.1400		15.3197		0
		06		2006		11.2252		13.1400		0
		07		2015		16.6732		16.5408		0
		07		2014		15.6479		16.6732		0
		07		2013		11.2446		15.6479		0
		07		2012		10.3343		11.2446		0
		07		2011		12.0101		10.3343		0
		07		2010		10.4696		12.0101		0
		07		2009		8.4335		10.4696		0
		07		2008		15.2979		8.4335		0
		07		2007		13.1280		15.2979		0
		07		2006		11.2208		13.1280		0

280

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2015		16.3423		16.1794		0
		08		2014		15.3688		16.3423		0
		08		2013		11.0667		15.3688		0
		08		2012		10.1918		11.0667		0
		08		2011		11.8686		10.1918		0
		08		2010		10.3675		11.8686		0
		08		2009		8.3683		10.3675		0
		08		2008		15.2111		8.3683		0
		08		2007		13.0804		15.2111		0
		08		2006		11.2029		13.0804		0
Columbia Variable Portfolio - Large Cap Growth Fund, Class 2		01		2015		13.6264		13.5703		1,764,091
		01		2014		12.7317		13.6264		2,109,072
		01		2013		9.1163		12.7317		2,671,400
		01		2012		8.3422		9.1163		3,730,171
		01		2011		9.6511		8.3422		4,360,227
		01		2010		8.3782		9.6511		4,669,809
		01		2009		6.7183		8.3782		5,298,308
		01		2008		12.1483		6.7183		5,385,431
		01		2007		10.0000		12.1483		2,016,682
		02		2015		13.4107		13.3283		1,053,774
		02		2014		12.5557		13.4107		1,241,472
		02		2013		9.0086		12.5557		1,515,769
		02		2012		8.2606		9.0086		2,148,919
		02		2011		9.5761		8.2606		2,485,972
		02		2010		8.3300		9.5761		2,708,868
		02		2009		6.6933		8.3300		3,056,176
		02		2008		12.1279		6.6933		3,236,267
		02		2007		10.0000		12.1279		1,279,732
		03		2015		13.3575		13.2687		10,771
		03		2014		12.5123		13.3575		13,780
		03		2013		8.9820		12.5123		15,975
		03		2012		8.2404		8.9820		27,868
		03		2011		9.5575		8.2404		28,132
		03		2010		8.3181		9.5575		40,150
		03		2009		6.6871		8.3181		45,324
		03		2008		12.1228		6.6871		51,787
		03		2007		10.0000		12.1228		40,874
		04		2015		13.1981		13.0902		188,372
		04		2014		12.3819		13.1981		240,839
		04		2013		8.9020		12.3819		304,604
		04		2012		8.1796		8.9020		377,076
		04		2011		9.5015		8.1796		419,544
		04		2010		8.2821		9.5015		431,716
		04		2009		6.6684		8.2821		446,937
		04		2008		12.1075		6.6684		488,257
		04		2007		10.0000		12.1075		296,692

281

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2015		13.1453		13.0313		1,287
		05		2014		12.3387		13.1453		1,338
		05		2013		8.8755		12.3387		1,428
		05		2012		8.1594		8.8755		1,728
		05		2011		9.4829		8.1594		1,731
		05		2010		8.2701		9.4829		1,601
		05		2009		6.6621		8.2701		1,666
		05		2008		12.1024		6.6621		1,651
		05		2007		10.0000		12.1024		1,339
		06		2015		12.9884		12.8560		0
		06		2014		12.2101		12.9884		273
		06		2013		8.7965		12.2101		0
		06		2012		8.0992		8.7965		0
		06		2011		9.4274		8.0992		369
		06		2010		8.2343		9.4274		395
		06		2009		6.6435		8.2343		1,577
		06		2008		12.0871		6.6435		3,007
		06		2007		10.0000		12.0871		1,068
		07		2015		12.9365		12.7981		0
		07		2014		12.1676		12.9365		0
		07		2013		8.7703		12.1676		701
		07		2012		8.0793		8.7703		858
		07		2011		9.4090		8.0793		829
		07		2010		8.2224		9.4090		1,862
		07		2009		6.6372		8.2224		4,301
		07		2008		12.0821		6.6372		2,328
		07		2007		10.0000		12.0821		1,159
		08		2015		12.7307		12.5686		0
		08		2014		11.9985		12.7307		0
		08		2013		8.6662		11.9985		0
		08		2012		7.9998		8.6662		0
		08		2011		9.3355		7.9998		0
		08		2010		8.1748		9.3355		0
		08		2009		6.6124		8.1748		0
		08		2008		12.0617		6.6124		0
		08		2007		10.0000		12.0617		0
Columbia Variable Portfolio International Opportunities Fund, Class 2		01		2015		13.8014		13.5693		140,587
		01		2014		14.7861		13.8014		164,942
		01		2013		12.4873		14.7861		181,204
		01		2012		10.7955		12.4873		210,255
		01		2011		13.0960		10.7955		273,037
		01		2010		11.7079		13.0960		288,356
		01		2009		8.6297		11.7079		314,802
		01		2008		17.0348		8.6297		335,712
		01		2007		14.4741		17.0348		136,978
		01		2006		11.9429		14.4741		3,482

282

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2015		13.5289		13.2744		51,461
		02		2014		14.5238		13.5289		61,835
		02		2013		12.2907		14.5238		98,241
		02		2012		10.6474		12.2907		129,882
		02		2011		12.9426		10.6474		159,508
		02		2010		11.5943		12.9426		153,556
		02		2009		8.5634		11.5943		184,182
		02		2008		16.9386		8.5634		164,115
		02		2007		14.4219		16.9386		83,588
		02		2006		11.9240		14.4219		0
		03		2015		13.4619		13.2019		0
		03		2014		14.4592		13.4619		0
		03		2013		12.2422		14.4592		0
		03		2012		10.6108		12.2422		0
		03		2011		12.9047		10.6108		0
		03		2010		11.5662		12.9047		0
		03		2009		8.5469		11.5662		0
		03		2008		16.9148		8.5469		417
		03		2007		14.4089		16.9148		0
		03		2006		11.9193		14.4089		0
		04		2015		13.2614		12.9854		21,595
		04		2014		14.2657		13.2614		24,479
		04		2013		12.0969		14.2657		27,750
		04		2012		10.5010		12.0969		37,352
		04		2011		12.7908		10.5010		43,912
		04		2010		11.4816		12.7908		49,595
		04		2009		8.4975		11.4816		39,527
		04		2008		16.8428		8.4975		42,448
		04		2007		14.3698		16.8428		68,625
		04		2006		11.9051		14.3698		0
		05		2015		13.1952		12.9140		1,296
		05		2014		14.2018		13.1952		1,333
		05		2013		12.0489		14.2018		1,256
		05		2012		10.4647		12.0489		1,279
		05		2011		12.7530		10.4647		1,354
		05		2010		11.4536		12.7530		1,193
		05		2009		8.4811		11.4536		1,209
		05		2008		16.8189		8.4811		1,316
		05		2007		14.3568		16.8189		976
		05		2006		11.9004		14.3568		0
		06		2015		12.9987		12.7021		0
		06		2014		14.0117		12.9987		0
		06		2013		11.9059		14.0117		0
		06		2012		10.3564		11.9059		0
		06		2011		12.6404		10.3564		0
		06		2010		11.3699		12.6404		0
		06		2009		8.4320		11.3699		0
		06		2008		16.7474		8.4320		0
		06		2007		14.3178		16.7474		592
		06		2006		11.8862		14.3178		0

283

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2015		12.9338		12.6323		0
		07		2014		13.9489		12.9338		0
		07		2013		11.8586		13.9489		0
		07		2012		10.3206		11.8586		0
		07		2011		12.6031		10.3206		0
		07		2010		11.3421		12.6031		41
		07		2009		8.4157		11.3421		73
		07		2008		16.7236		8.4157		0
		07		2007		14.3048		16.7236		1,094
		07		2006		11.8815		14.3048		0
		08		2015		12.6771		12.3563		0
		08		2014		13.7002		12.6771		0
		08		2013		11.6709		13.7002		0
		08		2012		10.1782		11.6709		0
		08		2011		12.4547		10.1782		0
		08		2010		11.2315		12.4547		0
		08		2009		8.3507		11.2315		0
		08		2008		16.6287		8.3507		0
		08		2007		14.2529		16.6287		0
		08		2006		11.8626		14.2529		0
Fidelity VIP Balanced Portfolio, Service Class 2		01		2015		14.8485		14.6561		1,713,093
		01		2014		13.7227		14.8485		1,751,908
		01		2013		11.6973		13.7227		1,716,530
		01		2012		10.3593		11.6973		1,710,308
		01		2011		10.9517		10.3593		1,790,461
		01		2010		9.4562		10.9517		1,710,582
		01		2009		6.9510		9.4562		1,524,224
		01		2008		10.7334		6.9510		897,597
		01		2007		10.0000		10.7334		281,053
		02		2015		14.6135		14.3949		313,939
		02		2014		13.5331		14.6135		325,716
		02		2013		11.5592		13.5331		330,934
		02		2012		10.2579		11.5592		389,406
		02		2011		10.8666		10.2579		507,476
		02		2010		9.4019		10.8666		504,773
		02		2009		6.9252		9.4019		584,400
		02		2008		10.7154		6.9252		319,013
		02		2007		10.0000		10.7154		120,380
		03		2015		14.5556		14.3305		6,238
		03		2014		13.4863		14.5556		7,556
		03		2013		11.5250		13.4863		19,432
		03		2012		10.2328		11.5250		22,146
		03		2011		10.8455		10.2328		22,292
		03		2010		9.3884		10.8455		22,362
		03		2009		6.9187		9.3884		22,545
		03		2008		10.7109		6.9187		19,854
		03		2007		10.0000		10.7109		0

284

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2015		14.3819		14.1378		210,917
		04		2014		13.3458		14.3819		200,074
		04		2013		11.4225		13.3458		239,994
		04		2012		10.1574		11.4225		297,082
		04		2011		10.7821		10.1574		254,298
		04		2010		9.3477		10.7821		268,478
		04		2009		6.8993		9.3477		150,578
		04		2008		10.6974		6.8993		51,261
		04		2007		10.0000		10.6974		13,862
		05		2015		14.3244		14.0742		0
		05		2014		13.2993		14.3244		0
		05		2013		11.3885		13.2993		0
		05		2012		10.1324		11.3885		0
		05		2011		10.7610		10.1324		0
		05		2010		9.3343		10.7610		0
		05		2009		6.8929		9.3343		0
		05		2008		10.6929		6.8929		0
		05		2007		10.0000		10.6929		0
		06		2015		14.1535		13.8849		3,478
		06		2014		13.1607		14.1535		4,159
		06		2013		11.2871		13.1607		4,398
		06		2012		10.0577		11.2871		0
		06		2011		10.6980		10.0577		0
		06		2010		9.2939		10.6980		0
		06		2009		6.8736		9.2939		0
		06		2008		10.6794		6.8736		0
		06		2007		10.0000		10.6794		0
		07		2015		14.0970		13.8224		0
		07		2014		13.1149		14.0970		0
		07		2013		11.2535		13.1149		0
		07		2012		10.0329		11.2535		0
		07		2011		10.6771		10.0329		0
		07		2010		9.2804		10.6771		48
		07		2009		6.8672		9.2804		88
		07		2008		10.6748		6.8672		0
		07		2007		10.0000		10.6748		0
		08		2015		13.8727		13.5747		0
		08		2014		12.9327		13.8727		0
		08		2013		11.1200		12.9327		0
		08		2012		9.9342		11.1200		0
		08		2011		10.5938		9.9342		0
		08		2010		9.2268		10.5938		0
		08		2009		6.8415		9.2268		0
		08		2008		10.6568		6.8415		0
		08		2007		10.0000		10.6568		0

285

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
Fidelity Contrafund Portfolio, Service Class 2		01		2015		15.7589		15.5633		3,717,000
		01		2014		14.3508		15.7589		4,355,740
		01		2013		11.1425		14.3508		5,443,985
		01		2012		9.7557		11.1425		7,125,305
		01		2011		10.2031		9.7557		8,183,461
		01		2010		8.8723		10.2031		8,461,697
		01		2009		6.6592		8.8723		7,985,476
		01		2008		10.0000		6.6592		3,067,926
		02		2015		15.5417		15.3175		1,404,433
		02		2014		14.1818		15.5417		1,601,843
		02		2013		11.0337		14.1818		1,980,421
		02		2012		9.6803		11.0337		2,628,053
		02		2011		10.1448		9.6803		2,983,137
		02		2010		8.8396		10.1448		3,185,538
		02		2009		6.6482		8.8396		3,349,786
		02		2008		10.0000		6.6482		1,213,537
		03		2015		15.4880		15.2569		25,924
		03		2014		14.1400		15.4880		27,857
		03		2013		11.0068		14.1400		35,649
		03		2012		9.6616		11.0068		55,472
		03		2011		10.1303		9.6616		63,983
		03		2010		8.8315		10.1303		66,371
		03		2009		6.6455		8.8315		70,754
		03		2008		10.0000		6.6455		19,430
		04		2015		15.3271		15.0753		357,388
		04		2014		14.0145		15.3271		400,419
		04		2013		10.9258		14.0145		512,584
		04		2012		9.6053		10.9258		574,326
		04		2011		10.0868		9.6053		686,154
		04		2010		8.8070		10.0868		685,832
		04		2009		6.6372		8.8070		585,288
		04		2008		10.0000		6.6372		262,361
		05		2015		15.2738		15.0152		5,638
		05		2014		13.9730		15.2738		4,687
		05		2013		10.8990		13.9730		0
		05		2012		9.5866		10.8990		0
		05		2011		10.0723		9.5866		0
		05		2010		8.7988		10.0723		0
		05		2009		6.6344		8.7988		0
		05		2008		10.0000		6.6344		12,827
		06		2015		15.1151		14.8364		14,727
		06		2014		13.8490		15.1151		11,299
		06		2013		10.8188		13.8490		12,811
		06		2012		9.5308		10.8188		5,128
		06		2011		10.0289		9.5308		3,228
		06		2010		8.7744		10.0289		0
		06		2009		6.6262		8.7744		0
		06		2008		10.0000		6.6262		0

286

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2015		15.0625		14.7772		0
		07		2014		13.8078		15.0625		0
		07		2013		10.7922		13.8078		0
		07		2012		9.5122		10.7922		134
		07		2011		10.0145		9.5122		139
		07		2010		8.7662		10.0145		190
		07		2009		6.6234		8.7662		237
		07		2008		10.0000		6.6234		153
		08		2015		14.8538		14.5426		0
		08		2014		13.6444		14.8538		0
		08		2013		10.6863		13.6444		0
		08		2012		9.4383		10.6863		0
		08		2011		9.9570		9.4383		0
		08		2010		8.7338		9.9570		0
		08		2009		6.6124		8.7338		0
		08		2008		10.0000		6.6124		0
Fidelity Freedom 2010 Portfolio, Service Class 2		01		2015		14.4318		14.1185		44,200
		01		2014		14.0810		14.4318		51,618
		01		2013		12.6481		14.0810		68,133
		01		2012		11.5263		12.6481		76,848
		01		2011		11.7695		11.5263		83,847
		01		2010		10.6329		11.7695		108,184
		01		2009		8.7219		10.6329		151,612
		01		2008		11.8516		8.7219		180,405
		01		2007		11.1153		11.8516		135,266
		01		2006		10.3133		11.1153		72,967
		02		2015		14.1648		13.8290		106,809
		02		2014		13.8486		14.1648		112,795
		02		2013		12.4647		13.8486		116,427
		02		2012		11.3824		12.4647		179,516
		02		2011		11.6463		11.3824		161,253
		02		2010		10.5429		11.6463		209,738
		02		2009		8.6658		10.5429		234,191
		02		2008		11.7995		8.6658		376,011
		02		2007		11.0891		11.7995		182,075
		02		2006		10.3098		11.0891		76,324
		03		2015		14.0990		13.7578		0
		03		2014		13.7913		14.0990		0
		03		2013		12.4194		13.7913		0
		03		2012		11.3468		12.4194		0
		03		2011		11.6157		11.3468		0
		03		2010		10.5207		11.6157		0
		03		2009		8.6518		10.5207		0
		03		2008		11.7865		8.6518		0
		03		2007		11.0826		11.7865		0
		03		2006		10.3090		11.0826		0

287

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2015		13.9021		13.5449		0
		04		2014		13.6195		13.9021		0
		04		2013		12.2835		13.6195		635
		04		2012		11.2400		12.2835		13,210
		04		2011		11.5240		11.2400		14,209
		04		2010		10.4536		11.5240		9,501
		04		2009		8.6099		10.4536		17,934
		04		2008		11.7474		8.6099		19,051
		04		2007		11.0628		11.7474		12,036
		04		2006		10.3064		11.0628		8,588
		05		2015		13.8371		13.4747		0
		05		2014		13.5628		13.8371		0
		05		2013		12.2386		13.5628		0
		05		2012		11.2047		12.2386		0
		05		2011		11.4936		11.2047		0
		05		2010		10.4313		11.4936		0
		05		2009		8.5959		10.4313		0
		05		2008		11.7344		8.5959		0
		05		2007		11.0563		11.7344		0
		05		2006		10.3055		11.0563		0
		06		2015		13.6439		13.2662		0
		06		2014		13.3939		13.6439		0
		06		2013		12.1048		13.3939		0
		06		2012		11.0992		12.1048		781
		06		2011		11.4029		11.0992		1,428
		06		2010		10.3649		11.4029		1,432
		06		2009		8.5542		10.3649		1,465
		06		2008		11.6955		8.5542		723
		06		2007		11.0366		11.6955		863
		06		2006		10.3029		11.0366		859
		07		2015		13.5801		13.1974		0
		07		2014		13.3381		13.5801		0
		07		2013		12.0605		13.3381		0
		07		2012		11.0643		12.0605		0
		07		2011		11.3728		11.0643		0
		07		2010		10.3428		11.3728		0
		07		2009		8.5404		10.3428		0
		07		2008		11.6825		8.5404		0
		07		2007		11.0300		11.6825		0
		07		2006		10.3020		11.0300		0
		08		2015		13.3273		12.9253		0
		08		2014		13.1167		13.3273		0
		08		2013		11.8846		13.1167		0
		08		2012		10.9254		11.8846		0
		08		2011		11.2530		10.9254		0
		08		2010		10.2548		11.2530		0
		08		2009		8.4851		10.2548		0
		08		2008		11.6308		8.4851		0
		08		2007		11.0038		11.6308		0
		08		2006		10.2986		11.0038		0

288

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
Fidelity Freedom 2015 Portfolio, Service Class 2		01		2015		14.7062		14.3904		382,791
		01		2014		14.3152		14.7062		401,094
		01		2013		12.7562		14.3152		529,421
		01		2012		11.5915		12.7562		609,978
		01		2011		11.8467		11.5915		718,756
		01		2010		10.6797		11.8467		763,059
		01		2009		8.6855		10.6797		726,558
		01		2008		12.1477		8.6855		479,624
		01		2007		11.3249		12.1477		303,101
		01		2006		10.3884		11.3249		166,689
		02		2015		14.4341		14.0953		159,508
		02		2014		14.0789		14.4341		203,357
		02		2013		12.5712		14.0789		223,449
		02		2012		11.4468		12.5712		279,346
		02		2011		11.7226		11.4468		253,283
		02		2010		10.5893		11.7226		374,250
		02		2009		8.6296		10.5893		376,630
		02		2008		12.0942		8.6296		341,185
		02		2007		11.2981		12.0942		317,095
		02		2006		10.3850		11.2981		209,827
		03		2015		14.3671		14.0227		2,417
		03		2014		14.0207		14.3671		2,419
		03		2013		12.5255		14.0207		9,124
		03		2012		11.4110		12.5255		10,608
		03		2011		11.6919		11.4110		10,812
		03		2010		10.5670		11.6919		10,785
		03		2009		8.6158		10.5670		6,764
		03		2008		12.0809		8.6158		2,432
		03		2007		11.2915		12.0809		2,665
		03		2006		10.3841		11.2915		0
		04		2015		14.1664		13.8057		123,086
		04		2014		13.8461		14.1664		144,899
		04		2013		12.3885		13.8461		185,794
		04		2012		11.3036		12.3885		219,748
		04		2011		11.5995		11.3036		262,917
		04		2010		10.4996		11.5995		318,973
		04		2009		8.5740		10.4996		322,114
		04		2008		12.0408		8.5740		272,997
		04		2007		11.2714		12.0408		255,593
		04		2006		10.3815		11.2714		131,432
		05		2015		14.1001		13.7341		0
		05		2014		13.7884		14.1001		0
		05		2013		12.3432		13.7884		0
		05		2012		11.2680		12.3432		0
		05		2011		11.5689		11.2680		0
		05		2010		10.4772		11.5689		0
		05		2009		8.5601		10.4772		0
		05		2008		12.0275		8.5601		0
		05		2007		11.2647		12.0275		0
		05		2006		10.3806		11.2647		0

289

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2015		13.9033		13.5217		6,235
		06		2014		13.6167		13.9033		6,719
		06		2013		12.2082		13.6167		7,210
		06		2012		11.1620		12.2082		7,735
		06		2011		11.4776		11.1620		8,307
		06		2010		10.4105		11.4776		10,305
		06		2009		8.5186		10.4105		10,945
		06		2008		11.9876		8.5186		11,677
		06		2007		11.2447		11.9876		12,331
		06		2006		10.3780		11.2447		12,910
		07		2015		13.8382		13.4515		0
		07		2014		13.5599		13.8382		0
		07		2013		12.1635		13.5599		0
		07		2012		11.1268		12.1635		0
		07		2011		11.4473		11.1268		0
		07		2010		10.3883		11.4473		0
		07		2009		8.5048		10.3883		0
		07		2008		11.9744		8.5048		0
		07		2007		11.2380		11.9744		4,905
		07		2006		10.3771		11.2380		5,296
		08		2015		13.5807		13.1742		0
		08		2014		13.3349		13.5807		0
		08		2013		11.9861		13.3349		0
		08		2012		10.9872		11.9861		0
		08		2011		11.3268		10.9872		0
		08		2010		10.2999		11.3268		0
		08		2009		8.4497		10.2999		0
		08		2008		11.9214		8.4497		0
		08		2007		11.2113		11.9214		0
		08		2006		10.3736		11.2113		0
Fidelity Freedom 2020 Portfolio, Service Class 2		01		2015		14.7101		14.4010		540,700
		01		2014		14.2998		14.7101		604,502
		01		2013		12.5737		14.2998		720,947
		01		2012		11.3077		12.5737		720,320
		01		2011		11.6416		11.3077		844,452
		01		2010		10.3532		11.6416		935,274
		01		2009		8.1891		10.3532		978,043
		01		2008		12.3915		8.1891		898,849
		01		2007		11.4584		12.3915		840,295
		01		2006		10.4293		11.4584		387,899
		02		2015		14.4378		14.1057		248,924
		02		2014		14.0637		14.4378		269,876
		02		2013		12.3914		14.0637		340,849
		02		2012		11.1666		12.3914		439,967
		02		2011		11.5196		11.1666		523,182
		02		2010		10.2657		11.5196		575,157
		02		2009		8.1364		10.2657		620,878
		02		2008		12.3370		8.1364		720,245
		02		2007		11.4314		12.3370		642,905
		02		2006		10.4259		11.4314		302,167

290

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2015		14.3708		14.0331		3,556
		03		2014		14.0055		14.3708		3,557
		03		2013		12.3463		14.0055		7,248
		03		2012		11.1316		12.3463		7,290
		03		2011		11.4894		11.1316		7,333
		03		2010		10.2439		11.4894		7,376
		03		2009		8.1233		10.2439		5,436
		03		2008		12.3234		8.1233		3,571
		03		2007		11.4246		12.3234		3,573
		03		2006		10.4250		11.4246		0
		04		2015		14.1701		13.8159		96,933
		04		2014		13.8311		14.1701		145,365
		04		2013		12.2113		13.8311		153,112
		04		2012		11.0269		12.2113		190,004
		04		2011		11.3987		11.0269		197,431
		04		2010		10.1786		11.3987		256,214
		04		2009		8.0839		10.1786		247,204
		04		2008		12.2825		8.0839		169,503
		04		2007		11.4043		12.2825		159,829
		04		2006		10.4224		11.4043		67,832
		05		2015		14.1038		13.7443		0
		05		2014		13.7735		14.1038		0
		05		2013		12.1666		13.7735		0
		05		2012		10.9922		12.1666		0
		05		2011		11.3687		10.9922		0
		05		2010		10.1570		11.3687		0
		05		2009		8.0708		10.1570		0
		05		2008		12.2690		8.0708		0
		05		2007		11.3975		12.2690		0
		05		2006		10.4215		11.3975		0
		06		2015		13.9069		13.5316		0
		06		2014		13.6020		13.9069		0
		06		2013		12.0336		13.6020		0
		06		2012		10.8887		12.0336		0
		06		2011		11.2789		10.8887		0
		06		2010		10.0922		11.2789		0
		06		2009		8.0316		10.0922		6,496
		06		2008		12.2283		8.0316		6,944
		06		2007		11.3773		12.2283		7,321
		06		2006		10.4189		11.3773		6,692
		07		2015		13.8418		13.4614		0
		07		2014		13.5453		13.8418		0
		07		2013		11.9895		13.5453		0
		07		2012		10.8545		11.9895		0
		07		2011		11.2491		10.8545		0
		07		2010		10.0707		11.2491		0
		07		2009		8.0186		10.0707		0
		07		2008		12.2147		8.0186		4,604
		07		2007		11.3705		12.2147		4,610
		07		2006		10.4180		11.3705		0

291

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2015		13.5843		13.1839		0
		08		2014		13.3205		13.5843		0
		08		2013		11.8147		13.3205		0
		08		2012		10.7182		11.8147		0
		08		2011		11.1306		10.7182		0
		08		2010		9.9851		11.1306		0
		08		2009		7.9667		9.9851		0
		08		2008		12.1606		7.9667		0
		08		2007		11.3435		12.1606		0
		08		2006		10.4145		11.3435		0
Fidelity Mid Cap Portfolio, Service Class 2		01		2015		16.6004		16.0606		2,057,540
		01		2014		15.9187		16.6004		2,392,776
		01		2013		11.9126		15.9187		2,953,402
		01		2012		10.5737		11.9126		3,926,685
		01		2011		12.0596		10.5737		4,711,106
		01		2010		9.5369		12.0596		4,840,368
		01		2009		6.9386		9.5369		5,137,977
		01		2008		11.6826		6.9386		5,181,228
		01		2007		10.0000		11.6826		3,834,714
		02		2015		16.3377		15.7743		1,135,419
		02		2014		15.6988		16.3377		1,300,046
		02		2013		11.7720		15.6988		1,499,832
		02		2012		10.4702		11.7720		1,912,828
		02		2011		11.9659		10.4702		2,259,798
		02		2010		9.4821		11.9659		2,435,000
		02		2009		6.9128		9.4821		2,960,369
		02		2008		11.6630		6.9128		3,440,624
		02		2007		10.0000		11.6630		2,466,051
		03		2015		16.2730		15.7038		19,451
		03		2014		15.6445		16.2730		23,019
		03		2013		11.7372		15.6445		26,097
		03		2012		10.4447		11.7372		36,815
		03		2011		11.9427		10.4447		44,656
		03		2010		9.4685		11.9427		65,364
		03		2009		6.9064		9.4685		79,971
		03		2008		11.6582		6.9064		92,957
		03		2007		10.0000		11.6582		78,200
		04		2015		16.0788		15.4926		287,212
		04		2014		15.4815		16.0788		330,108
		04		2013		11.6327		15.4815		422,164
		04		2012		10.3676		11.6327		490,128
		04		2011		11.8728		10.3676		568,644
		04		2010		9.4275		11.8728		581,722
		04		2009		6.8870		9.4275		552,094
		04		2008		11.6434		6.8870		564,679
		04		2007		10.0000		11.6434		382,651

292

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2015		16.0145		15.4228		0
		05		2014		15.4276		16.0145		0
		05		2013		11.5981		15.4276		0
		05		2012		10.3421		11.5981		0
		05		2011		11.8496		10.3421		0
		05		2010		9.4139		11.8496		0
		05		2009		6.8806		9.4139		0
		05		2008		11.6385		6.8806		0
		05		2007		10.0000		11.6385		0
		06		2015		15.8234		15.2154		2,285
		06		2014		15.2668		15.8234		2,499
		06		2013		11.4949		15.2668		3,286
		06		2012		10.2659		11.4949		3,736
		06		2011		11.7803		10.2659		6,841
		06		2010		9.3731		11.7803		7,773
		06		2009		6.8613		9.3731		3,638
		06		2008		11.6238		6.8613		5,543
		06		2007		10.0000		11.6238		18,347
		07		2015		15.7602		15.1469		0
		07		2014		15.2136		15.7602		0
		07		2013		11.4607		15.2136		1,440
		07		2012		10.2406		11.4607		1,780
		07		2011		11.7572		10.2406		1,769
		07		2010		9.3596		11.7572		1,626
		07		2009		6.8549		9.3596		2,217
		07		2008		11.6189		6.8549		4,350
		07		2007		10.0000		11.6189		5,014
		08		2015		15.5095		14.8755		0
		08		2014		15.0023		15.5095		0
		08		2013		11.3246		15.0023		0
		08		2012		10.1399		11.3246		0
		08		2011		11.6655		10.1399		0
		08		2010		9.3055		11.6655		0
		08		2009		6.8293		9.3055		0
		08		2008		11.5993		6.8293		0
		08		2007		10.0000		11.5993		0
First Eagle Overseas Variable Fund		01		2015		13.2753		13.2968		7,137,034
		01		2014		13.6656		13.2753		8,471,027
		01		2013		12.2694		13.6656		9,936,587
		01		2012		10.8650		12.2694		12,104,190
		01		2011		11.7890		10.8650		13,878,387
		01		2010		10.0585		11.7890		14,460,000
		01		2009		8.5046		10.0585		12,122,140
		01		2008		10.6530		8.5046		6,316,384
		01		2007		10.0000		10.6530		2,435,813

293

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2015		13.0653		13.0597		2,426,235
		02		2014		13.4768		13.0653		2,792,695
		02		2013		12.1246		13.4768		3,076,351
		02		2012		10.7587		12.1246		3,611,932
		02		2011		11.6975		10.7587		4,189,409
		02		2010		10.0007		11.6975		4,425,010
		02		2009		8.4730		10.0007		4,573,218
		02		2008		10.6351		8.4730		2,379,191
		02		2007		10.0000		10.6351		1,199,632
		03		2015		13.0135		13.0014		48,698
		03		2014		13.4302		13.0135		51,985
		03		2013		12.0888		13.4302		54,237
		03		2012		10.7324		12.0888		71,015
		03		2011		11.6748		10.7324		79,029
		03		2010		9.9864		11.6748		80,623
		03		2009		8.4652		9.9864		80,308
		03		2008		10.6307		8.4652		36,579
		03		2007		10.0000		10.6307		20,102
		04		2015		12.8582		12.8265		802,388
		04		2014		13.2903		12.8582		964,791
		04		2013		11.9812		13.2903		1,163,311
		04		2012		10.6533		11.9812		1,274,187
		04		2011		11.6065		10.6533		1,447,810
		04		2010		9.9431		11.6065		1,415,294
		04		2009		8.4414		9.9431		894,399
		04		2008		10.6172		8.4414		442,007
		04		2007		10.0000		10.6172		165,829
		05		2015		12.8069		12.7688		4,463
		05		2014		13.2440		12.8069		4,749
		05		2013		11.9455		13.2440		6,112
		05		2012		10.6271		11.9455		5,622
		05		2011		11.5838		10.6271		7,467
		05		2010		9.9288		11.5838		7,698
		05		2009		8.4336		9.9288		4,782
		05		2008		10.6128		8.4336		17,886
		05		2007		10.0000		10.6128		5,427
		06		2015		12.6540		12.5971		1,326
		06		2014		13.1061		12.6540		1,443
		06		2013		11.8393		13.1061		1,567
		06		2012		10.5488		11.8393		1,692
		06		2011		11.5160		10.5488		1,815
		06		2010		9.8858		11.5160		5,451
		06		2009		8.4100		9.8858		2,104
		06		2008		10.5994		8.4100		0
		06		2007		10.0000		10.5994		0

294

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2015		12.6035		12.5404		0
		07		2014		13.0604		12.6035		0
		07		2013		11.8040		13.0604		8,848
		07		2012		10.5228		11.8040		10,287
		07		2011		11.4935		10.5228		9,665
		07		2010		9.8716		11.4935		8,912
		07		2009		8.4021		9.8716		7,191
		07		2008		10.5949		8.4021		0
		07		2007		10.0000		10.5949		0
		08		2015		12.4030		12.3157		0
		08		2014		12.8790		12.4030		0
		08		2013		11.6639		12.8790		0
		08		2012		10.4193		11.6639		0
		08		2011		11.4038		10.4193		0
		08		2010		9.8146		11.4038		0
		08		2009		8.3707		9.8146		0
		08		2008		10.5770		8.3707		0
		08		2007		10.0000		10.5770		0
Franklin Founding Funds Allocation VIP Fund, Class 2		01		2015		13.2204		12.1944		827,633
		01		2014		13.0700		13.2204		886,164
		01		2013		10.7369		13.0700		964,960
		01		2012		9.4665		10.7369		1,207,523
		01		2011		9.7757		9.4665		1,494,411
		01		2010		9.0152		9.7757		1,655,697
		01		2009		7.0374		9.0152		1,941,438
		01		2008		10.0000		7.0374		1,446,466
		02		2015		13.0382		12.0019		500,286
		02		2014		12.9161		13.0382		517,058
		02		2013		10.6321		12.9161		648,670
		02		2012		9.3933		10.6321		742,740
		02		2011		9.7199		9.3933		842,147
		02		2010		8.9820		9.7199		855,285
		02		2009		7.0258		8.9820		1,051,461
		02		2008		10.0000		7.0258		712,555
		03		2015		12.9932		11.9544		11,411
		03		2014		12.8781		12.9932		11,630
		03		2013		10.6062		12.8781		11,675
		03		2012		9.3751		10.6062		14,760
		03		2011		9.7060		9.3751		17,121
		03		2010		8.9737		9.7060		17,196
		03		2009		7.0229		8.9737		17,356
		03		2008		10.0000		7.0229		16,804

295

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2015		12.8582		11.8120		53,775
		04		2014		12.7638		12.8582		60,862
		04		2013		10.5282		12.7638		74,984
		04		2012		9.3206		10.5282		73,020
		04		2011		9.6643		9.3206		73,916
		04		2010		8.9488		9.6643		83,394
		04		2009		7.0142		8.9488		99,677
		04		2008		10.0000		7.0142		96,386
		05		2015		12.8135		11.7649		1,513
		05		2014		12.7259		12.8135		0
		05		2013		10.5023		12.7259		14,496
		05		2012		9.3024		10.5023		0
		05		2011		9.6504		9.3024		0
		05		2010		8.9405		9.6504		0
		05		2009		7.0112		8.9405		0
		05		2008		10.0000		7.0112		0
		06		2015		12.6803		11.6248		5,558
		06		2014		12.6130		12.6803		5,820
		06		2013		10.4251		12.6130		6,148
		06		2012		9.2483		10.4251		0
		06		2011		9.6089		9.2483		0
		06		2010		8.9157		9.6089		0
		06		2009		7.0025		8.9157		0
		06		2008		10.0000		7.0025		0
		07		2015		12.6362		11.5785		0
		07		2014		12.5756		12.6362		0
		07		2013		10.3995		12.5756		0
		07		2012		9.2303		10.3995		0
		07		2011		9.5951		9.2303		0
		07		2010		8.9075		9.5951		53
		07		2009		6.9996		8.9075		92
		07		2008		10.0000		6.9996		975
		08		2015		12.4612		11.3947		0
		08		2014		12.4268		12.4612		0
		08		2013		10.2975		12.4268		0
		08		2012		9.1586		10.2975		0
		08		2011		9.5400		9.1586		0
		08		2010		8.8745		9.5400		0
		08		2009		6.9880		8.8745		0
		08		2008		10.0000		6.9880		0
Franklin Income VIP Fund, Class 2		01		2015		13.3886		12.2388		2,005,262
		01		2014		13.0126		13.3886		2,359,107
		01		2013		11.6120		13.0126		2,589,158
		01		2012		10.4816		11.6120		3,031,081
		01		2011		10.4089		10.4816		3,344,105
		01		2010		9.3931		10.4089		3,704,179
		01		2009		7.0434		9.3931		3,141,131
		01		2008		10.1815		7.0434		2,530,294
		01		2007		10.0000		10.1815		1,286,174

296

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2015		13.1768		12.0207		628,702
		02		2014		12.8329		13.1768		707,659
		02		2013		11.4749		12.8329		760,986
		02		2012		10.3791		11.4749		877,570
		02		2011		10.3281		10.3791		990,245
		02		2010		9.3391		10.3281		1,110,553
		02		2009		7.0172		9.3391		1,226,315
		02		2008		10.1644		7.0172		1,050,201
		02		2007		10.0000		10.1644		658,436
		03		2015		13.1246		11.9670		5,321
		03		2014		12.7885		13.1246		5,158
		03		2013		11.4410		12.7885		14,965
		03		2012		10.3537		11.4410		12,080
		03		2011		10.3080		10.3537		50,622
		03		2010		9.3257		10.3080		35,133
		03		2009		7.0107		9.3257		41,043
		03		2008		10.1602		7.0107		46,126
		03		2007		10.0000		10.1602		38,941
		04		2015		12.9680		11.8061		317,129
		04		2014		12.6553		12.9680		353,079
		04		2013		11.3393		12.6553		388,507
		04		2012		10.2775		11.3393		431,197
		04		2011		10.2478		10.2775		472,874
		04		2010		9.2854		10.2478		481,523
		04		2009		6.9911		9.2854		315,228
		04		2008		10.1473		6.9911		219,920
		04		2007		10.0000		10.1473		140,928
		05		2015		12.9162		11.7529		15,034
		05		2014		12.6112		12.9162		17,868
		05		2013		11.3055		12.6112		16,453
		05		2012		10.2521		11.3055		10,665
		05		2011		10.2277		10.2521		13,153
		05		2010		9.2719		10.2277		13,249
		05		2009		6.9846		9.2719		6,515
		05		2008		10.1430		6.9846		7,103
		05		2007		10.0000		10.1430		4,890
		06		2015		12.7621		11.5949		4,212
		06		2014		12.4798		12.7621		6,643
		06		2013		11.2049		12.4798		3,942
		06		2012		10.1766		11.2049		4,375
		06		2011		10.1679		10.1766		3,176
		06		2010		9.2319		10.1679		10,378
		06		2009		6.9650		9.2319		4,329
		06		2008		10.1302		6.9650		4,867
		06		2007		10.0000		10.1302		0

297

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2015		12.7111		11.5427		0
		07		2014		12.4363		12.7111		0
		07		2013		11.1716		12.4363		0
		07		2012		10.1515		11.1716		5,835
		07		2011		10.1480		10.1515		7,136
		07		2010		9.2185		10.1480		2,539
		07		2009		6.9585		9.2185		9,214
		07		2008		10.1260		6.9585		0
		07		2007		10.0000		10.1260		0
		08		2015		12.5090		11.3359		0
		08		2014		12.2636		12.5090		0
		08		2013		11.0390		12.2636		0
		08		2012		10.0517		11.0390		0
		08		2011		10.0688		10.0517		0
		08		2010		9.1653		10.0688		0
		08		2009		6.9325		9.1653		4,062
		08		2008		10.1089		6.9325		4,477
		08		2007		10.0000		10.1089		0
Franklin Mutual Shares VIP Fund, Class 2		01		2015		21.6938		20.2825		2,875,150
		01		2014		20.5912		21.6938		3,211,610
		01		2013		16.3233		20.5912		3,878,208
		01		2012		14.5290		16.3233		5,216,580
		01		2011		14.9278		14.5290		6,110,283
		01		2010		13.6500		14.9278		6,573,850
		01		2009		11.0108		13.6500		6,620,217
		01		2008		17.8027		11.0108		3,810,364
		01		2007		17.4943		17.8027		1,701,996
		01		2006		15.0252		17.4943		577,674
		02		2015		21.1521		19.7359		1,354,825
		02		2014		20.1180		21.1521		1,497,626
		02		2013		15.9807		20.1180		1,769,498
		02		2012		14.2532		15.9807		2,314,645
		02		2011		14.6743		14.2532		2,639,060
		02		2010		13.4455		14.6743		2,872,445
		02		2009		10.8680		13.4455		2,985,036
		02		2008		17.6078		10.8680		1,784,141
		02		2007		17.3382		17.6078		1,241,252
		02		2006		14.9214		17.3382		771,032
		03		2015		21.0193		19.6020		21,073
		03		2014		20.0018		21.0193		21,937
		03		2013		15.8965		20.0018		32,272
		03		2012		14.1853		15.8965		48,566
		03		2011		14.6118		14.1853		59,106
		03		2010		13.3950		14.6118		73,326
		03		2009		10.8327		13.3950		78,414
		03		2008		17.5595		10.8327		48,399
		03		2007		17.2995		17.5595		39,977
		03		2006		14.8957		17.2995		22,363

298

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2015		20.6231		19.2031		265,044
		04		2014		19.6549		20.6231		296,502
		04		2013		15.6447		19.6549		363,501
		04		2012		13.9822		15.6447		444,298
		04		2011		14.4246		13.9822		550,787
		04		2010		13.2437		14.4246		590,741
		04		2009		10.7267		13.2437		561,945
		04		2008		17.4146		10.7267		410,933
		04		2007		17.1832		17.4146		266,556
		04		2006		14.8181		17.1832		217,339
		05		2015		20.4927		19.0719		0
		05		2014		19.5406		20.4927		0
		05		2013		15.5617		19.5406		0
		05		2012		13.9151		15.5617		0
		05		2011		14.3627		13.9151		2,381
		05		2010		13.1936		14.3627		2,381
		05		2009		10.6916		13.1936		2,381
		05		2008		17.3665		10.6916		10,243
		05		2007		17.1446		17.3665		2,694
		05		2006		14.7924		17.1446		917
		06		2015		20.1064		18.6837		18,487
		06		2014		19.2017		20.1064		19,192
		06		2013		15.3152		19.2017		19,857
		06		2012		13.7158		15.3152		22,609
		06		2011		14.1787		13.7158		22,926
		06		2010		13.0446		14.1787		27,357
		06		2009		10.5870		13.0446		34,234
		06		2008		17.2232		10.5870		35,962
		06		2007		17.0293		17.2232		46,657
		06		2006		14.7154		17.0293		38,949
		07		2015		18.9253		17.5772		0
		07		2014		18.0830		18.9253		0
		07		2013		14.4303		18.0830		0
		07		2012		12.9300		14.4303		0
		07		2011		13.3731		12.9300		0
		07		2010		12.3097		13.3731		0
		07		2009		9.9957		12.3097		0
		07		2008		16.2696		9.9957		1,592
		07		2007		16.0947		16.2696		1,317
		07		2006		13.9149		16.0947		1,260
		08		2015		18.4793		17.1278		0
		08		2014		17.6930		18.4793		0
		08		2013		14.1480		17.6930		0
		08		2012		12.7032		14.1480		0
		08		2011		13.1655		12.7032		0
		08		2010		12.1434		13.1655		0
		08		2009		9.8809		12.1434		0
		08		2008		16.1158		9.8809		0
		08		2007		15.9754		16.1158		0
		08		2006		13.8399		15.9754		0

299

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
Franklin Small Cap Value VIP Fund, Class 2		01		2015		30.1096		27.4253		309,463
		01		2014		30.4410		30.1096		356,672
		01		2013		22.7186		30.4410		400,278
		01		2012		19.5135		22.7186		430,459
		01		2011		20.6154		19.5135		487,086
		01		2010		16.3474		20.6154		545,836
		01		2009		12.8694		16.3474		535,172
		01		2008		19.5368		12.8694		361,133
		01		2007		20.3507		19.5368		328,158
		01		2006		17.6876		20.3507		235,924
		02		2015		29.3578		26.6861		111,596
		02		2014		29.7415		29.3578		137,711
		02		2013		22.2418		29.7415		173,328
		02		2012		19.1431		22.2418		210,810
		02		2011		20.2653		19.1431		253,470
		02		2010		16.1024		20.2653		297,564
		02		2009		12.7024		16.1024		333,223
		02		2008		19.3228		12.7024		329,895
		02		2007		20.1692		19.3228		395,071
		02		2006		17.5654		20.1692		367,473
		03		2015		29.1735		26.5051		2,400
		03		2014		29.5697		29.1735		2,361
		03		2013		22.1245		29.5697		2,990
		03		2012		19.0519		22.1245		2,049
		03		2011		20.1789		19.0519		4,816
		03		2010		16.0420		20.1789		4,525
		03		2009		12.6612		16.0420		4,786
		03		2008		19.2699		12.6612		6,101
		03		2007		20.1241		19.2699		10,300
		03		2006		17.5351		20.1241		12,532
		04		2015		28.6235		25.9656		69,881
		04		2014		29.0569		28.6235		77,357
		04		2013		21.7741		29.0569		99,164
		04		2012		18.7791		21.7741		109,620
		04		2011		19.9204		18.7791		123,542
		04		2010		15.8607		19.9204		126,277
		04		2009		12.5373		15.8607		123,335
		04		2008		19.1108		12.5373		121,995
		04		2007		19.9889		19.1108		140,148
		04		2006		17.4439		19.9889		119,663
		05		2015		28.4426		25.7882		42
		05		2014		28.8879		28.4426		40
		05		2013		21.6586		28.8879		0
		05		2012		18.6890		21.6586		0
		05		2011		19.8350		18.6890		0
		05		2010		15.8008		19.8350		1,810
		05		2009		12.4963		15.8008		2,064
		05		2008		19.0582		12.4963		2,085
		05		2007		19.9440		19.0582		2,371
		05		2006		17.4136		19.9440		2,323

300

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2015		27.9064		25.2633		3,647
		06		2014		28.3869		27.9064		4,506
		06		2013		21.3155		28.3869		4,823
		06		2012		18.4213		21.3155		5,817
		06		2011		19.5809		18.4213		7,183
		06		2010		15.6222		19.5809		6,369
		06		2009		12.3741		15.6222		7,312
		06		2008		18.9008		12.3741		8,330
		06		2007		19.8099		18.9008		11,051
		06		2006		17.3230		19.8099		9,990
		07		2015		25.9029		23.4376		0
		07		2014		26.3623		25.9029		0
		07		2013		19.8054		26.3623		0
		07		2012		17.1251		19.8054		754
		07		2011		18.2123		17.1251		77
		07		2010		14.5378		18.2123		75
		07		2009		11.5210		14.5378		85
		07		2008		17.6068		11.5210		1,319
		07		2007		18.4632		17.6068		1,193
		07		2006		16.1535		18.4632		1,084
		08		2015		25.2925		22.8384		0
		08		2014		25.7938		25.2925		0
		08		2013		19.4180		25.7938		43
		08		2012		16.8247		19.4180		48
		08		2011		17.9295		16.8247		51
		08		2010		14.3413		17.9295		50
		08		2009		11.3886		14.3413		57
		08		2008		17.4404		11.3886		59
		08		2007		18.3263		17.4404		55
		08		2006		16.0666		18.3263		50
Franklin Strategic Income VIP Fund, Class 2		01		2015		13.8666		13.1102		388,457
		01		2014		13.8417		13.8666		533,757
		01		2013		13.6222		13.8417		625,089
		01		2012		12.2852		13.6222		741,448
		01		2011		12.1773		12.2852		776,336
		01		2010		11.1631		12.1773		785,280
		01		2009		9.0261		11.1631		514,651
		01		2008		10.3399		9.0261		275,400
		01		2007		10.0000		10.3399		108,339
		02		2015		13.6473		12.8766		110,751
		02		2014		13.6505		13.6473		130,203
		02		2013		13.4614		13.6505		150,940
		02		2012		12.1651		13.4614		181,344
		02		2011		12.0828		12.1651		220,091
		02		2010		11.0990		12.0828		226,528
		02		2009		8.9926		11.0990		215,495
		02		2008		10.3225		8.9926		177,611
		02		2007		10.0000		10.3225		66,440

301

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2015		13.5932		12.8190		26,361
		03		2014		13.6033		13.5932		25,937
		03		2013		13.4217		13.6033		3,760
		03		2012		12.1353		13.4217		6,703
		03		2011		12.0593		12.1353		6,705
		03		2010		11.0831		12.0593		6,918
		03		2009		8.9843		11.0831		5,033
		03		2008		10.3182		8.9843		2,218
		03		2007		10.0000		10.3182		2,870
		04		2015		13.4310		12.6467		98,216
		04		2014		13.4616		13.4310		113,836
		04		2013		13.3023		13.4616		130,287
		04		2012		12.0459		13.3023		138,038
		04		2011		11.9888		12.0459		140,588
		04		2010		11.0352		11.9888		161,673
		04		2009		8.9591		11.0352		64,686
		04		2008		10.3052		8.9591		34,772
		04		2007		10.0000		10.3052		35,288
		05		2015		13.3774		12.5898		0
		05		2014		13.4147		13.3774		0
		05		2013		13.2628		13.4147		0
		05		2012		12.0163		13.2628		12,562
		05		2011		11.9654		12.0163		0
		05		2010		11.0193		11.9654		4,203
		05		2009		8.9508		11.0193		0
		05		2008		10.3008		8.9508		0
		05		2007		10.0000		10.3008		0
		06		2015		13.2178		12.4205		1,121
		06		2014		13.2750		13.2178		2,659
		06		2013		13.1448		13.2750		1,587
		06		2012		11.9278		13.1448		1,639
		06		2011		11.8954		11.9278		1,394
		06		2010		10.9716		11.8954		894
		06		2009		8.9257		10.9716		976
		06		2008		10.2878		8.9257		0
		06		2007		10.0000		10.2878		0
		07		2015		13.1651		12.3646		0
		07		2014		13.2288		13.1651		0
		07		2013		13.1057		13.2288		19,697
		07		2012		11.8984		13.1057		2,131
		07		2011		11.8722		11.8984		2,159
		07		2010		10.9558		11.8722		2,134
		07		2009		8.9174		10.9558		2,132
		07		2008		10.2835		8.9174		0
		07		2007		10.0000		10.2835		0

302

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2015		12.9557		12.1431		0
		08		2014		13.0451		12.9557		0
		08		2013		12.9502		13.0451		0
		08		2012		11.7815		12.9502		0
		08		2011		11.7795		11.7815		0
		08		2010		10.8925		11.7795		0
		08		2009		8.8841		10.8925		0
		08		2008		10.2661		8.8841
		08		2007		10.0000		10.2661
Catalyst Dividend Capture VA Fund		01		2015		14.5297		13.8532		5,991
		01		2014		13.4108		14.5297		21,463
		01		2013		11.3667		13.4108		51,164
		01		2012		10.3694		11.3667		77,964
		01		2011		9.8466		10.3694		77,596
		01		2010		8.6965		9.8466		85,158
		01		2009		7.0680		8.6965		71,580
		01		2008		9.9936		7.0680		15,153
		01		2007		10.0000		9.9936		0
		02		2015		14.3227		13.6280		2,374
		02		2014		13.2467		14.3227		2,465
		02		2013		11.2504		13.2467		7,543
		02		2012		10.2844		11.2504		8,254
		02		2011		9.7858		10.2844		8,717
		02		2010		8.6604		9.7858		9,654
		02		2009		7.0530		8.6604		10,415
		02		2008		9.9928		7.0530		6,770
		02		2007		10.0000		9.9928		0
		03		2015		14.2716		13.5725		0
		03		2014		13.2061		14.2716		0
		03		2013		11.2217		13.2061		1,899
		03		2012		10.2633		11.2217		2,074
		03		2011		9.7707		10.2633		2,256
		03		2010		8.6514		9.7707		2,475
		03		2009		7.0493		8.6514		2,701
		03		2008		9.9926		7.0493		495
		03		2007		10.0000		9.9926		0
		04		2015		14.1182		13.4061		0
		04		2014		13.0843		14.1182		0
		04		2013		11.1352		13.0843		1,036
		04		2012		10.1999		11.1352		1,059
		04		2011		9.7252		10.1999		1,079
		04		2010		8.6243		9.7252		1,170
		04		2009		7.0380		8.6243		1,151
		04		2008		9.9920		7.0380		0
		04		2007		10.0000		9.9920		0

303

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2015		14.0675		13.3511		0
		05		2014		13.0439		14.0675		0
		05		2013		11.1065		13.0439		0
		05		2012		10.1788		11.1065		0
		05		2011		9.7100		10.1788		0
		05		2010		8.6153		9.7100		0
		05		2009		7.0342		8.6153		0
		05		2008		9.9918		7.0342		0
		05		2007		10.0000		9.9918		0
		06		2015		13.9163		13.1874		0
		06		2014		12.9236		13.9163		0
		06		2013		11.0209		12.9236		0
		06		2012		10.1160		11.0209		0
		06		2011		9.6648		10.1160		0
		06		2010		8.5884		9.6648		0
		06		2009		7.0230		8.5884		0
		06		2008		9.9912		7.0230		0
		06		2007		10.0000		9.9912		0
		07		2015		13.8663		13.1333		0
		07		2014		12.8837		13.8663		0
		07		2013		10.9925		12.8837		0
		07		2012		10.0951		10.9925		0
		07		2011		9.6498		10.0951		0
		07		2010		8.5794		9.6498		0
		07		2009		7.0192		8.5794		0
		07		2008		9.9910		7.0192		0
		07		2007		10.0000		9.9910		0
		08		2015		13.6677		12.9187		0
		08		2014		12.7252		13.6677		0
		08		2013		10.8795		12.7252		0
		08		2012		10.0119		10.8795		0
		08		2011		9.5898		10.0119		0
		08		2010		8.5435		9.5898		0
		08		2009		7.0042		8.5435		0
		08		2008		9.9903		7.0042		0
		08		2007		10.0000		9.9903		0
Catalyst Insider Buying VA Fund		01		2015		14.4912		13.2306		10,155
		01		2014		15.0448		14.4912		32,948
		01		2013		11.5957		15.0448		68,771
		01		2012		9.6155		11.5957		106,803
		01		2011		9.8664		9.6155		129,303
		01		2010		7.7399		9.8664		135,477
		01		2009		5.9193		7.7399		94,403
		01		2008		10.2414		5.9193		24,968
		01		2007		10.0000		10.2414		0

304

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2015		14.2847		13.0156		3,707
		02		2014		14.8607		14.2847		3,734
		02		2013		11.4771		14.8607		5,873
		02		2012		9.5367		11.4771		7,019
		02		2011		9.8054		9.5367		7,982
		02		2010		7.7077		9.8054		8,052
		02		2009		5.9067		7.7077		9,656
		02		2008		10.2406		5.9067		3,981
		02		2007		10.0000		10.2406		0
		03		2015		14.2337		12.9625		0
		03		2014		14.8152		14.2337		0
		03		2013		11.4478		14.8152		0
		03		2012		9.5172		11.4478		0
		03		2011		9.7903		9.5172		0
		03		2010		7.6997		9.7903		0
		03		2009		5.9036		7.6997		0
		03		2008		10.2404		5.9036		0
		03		2007		10.0000		10.2404		0
		04		2015		14.0808		12.8036		0
		04		2014		14.6785		14.0808		0
		04		2013		11.3596		14.6785		464
		04		2012		9.4584		11.3596		3,212
		04		2011		9.7447		9.4584		3,269
		04		2010		7.6757		9.7447		3,275
		04		2009		5.8941		7.6757		3,333
		04		2008		10.2398		5.8941		0
		04		2007		10.0000		10.2398		0
		05		2015		14.0302		12.7511		0
		05		2014		14.6333		14.0302		0
		05		2013		11.3303		14.6333		0
		05		2012		9.4389		11.3303		0
		05		2011		9.7296		9.4389		0
		05		2010		7.6677		9.7296		0
		05		2009		5.8910		7.6677		0
		05		2008		10.2396		5.8910		0
		05		2007		10.0000		10.2396		0
		06		2015		13.8794		12.5947		0
		06		2014		14.4982		13.8794		0
		06		2013		11.2430		14.4982		0
		06		2012		9.3806		11.2430		0
		06		2011		9.6843		9.3806		0
		06		2010		7.6436		9.6843		0
		06		2009		5.8816		7.6436		0
		06		2008		10.2390		5.8816		0
		06		2007		10.0000		10.2390		0

305

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2015		13.8296		12.5431		0
		07		2014		14.4536		13.8296		0
		07		2013		11.2141		14.4536		0
		07		2012		9.3613		11.2141		0
		07		2011		9.6693		9.3613		0
		07		2010		7.6357		9.6693		0
		07		2009		5.8784		7.6357		0
		07		2008		10.2388		5.8784		0
		07		2007		10.0000		10.2388		0
		08		2015		13.6315		12.3381		0
		08		2014		14.2757		13.6315		0
		08		2013		11.0988		14.2757		0
		08		2012		9.2841		11.0988		0
		08		2011		9.6092		9.2841		0
		08		2010		7.6038		9.6092		0
		08		2009		5.8659		7.6038		0
		08		2008		10.2380		5.8659		0
		08		2007		10.0000		10.2380		0
Invesco V.I. Equity and Income Fund, Series II		01		2015		15.6079		14.9536		1,350,143
		01		2014		14.5906		15.6079		1,380,743
		01		2013		11.8791		14.5906		1,151,467
		01		2012		10.7479		11.8791		842,844
		01		2011		11.0718		10.7479		819,924
		01		2010		10.0485		11.0718		846,113
		01		2009		8.3412		10.0485		635,887
		01		2008		10.0000		8.3412		169,134
		02		2015		15.3928		14.7175		289,451
		02		2014		14.4189		15.3928		263,507
		02		2013		11.7632		14.4189		241,801
		02		2012		10.6649		11.7632		229,544
		02		2011		11.0086		10.6649		245,553
		02		2010		10.0115		11.0086		240,011
		02		2009		8.3274		10.0115		240,874
		02		2008		10.0000		8.3274		55,931
		03		2015		15.3397		14.6593		843
		03		2014		14.3764		15.3397		0
		03		2013		11.7345		14.3764		0
		03		2012		10.6443		11.7345		0
		03		2011		10.9929		10.6443		0
		03		2010		10.0023		10.9929		0
		03		2009		8.3240		10.0023		958
		03		2008		10.0000		8.3240		0
		04		2015		15.1803		14.4847		150,788
		04		2014		14.2488		15.1803		160,398
		04		2013		11.6482		14.2488		190,262
		04		2012		10.5823		11.6482		132,864
		04		2011		10.9456		10.5823		154,127
		04		2010		9.9745		10.9456		143,473
		04		2009		8.3136		9.9745		73,435
		04		2008		10.0000		8.3136		22,952

306

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2015		15.1276		14.4270		0
		05		2014		14.2066		15.1276		0
		05		2013		11.6196		14.2066		0
		05		2012		10.5617		11.6196		0
		05		2011		10.9299		10.5617		0
		05		2010		9.9653		10.9299		0
		05		2009		8.3102		9.9653		0
		05		2008		10.0000		8.3102		0
		06		2015		14.9704		14.2552		0
		06		2014		14.0805		14.9704		0
		06		2013		11.5341		14.0805		7,680
		06		2012		10.5002		11.5341		0
		06		2011		10.8829		10.5002		0
		06		2010		9.9376		10.8829		0
		06		2009		8.2999		9.9376		0
		06		2008		10.0000		8.2999		0
		07		2015		14.9183		14.1984		0
		07		2014		14.0387		14.9183		0
		07		2013		11.5058		14.0387		0
		07		2012		10.4798		11.5058		0
		07		2011		10.8673		10.4798		0
		07		2010		9.9284		10.8673		0
		07		2009		8.2964		9.9284		0
		07		2008		10.0000		8.2964		121
		08		2015		14.7116		13.9730		0
		08		2014		13.8726		14.7116		0
		08		2013		11.3929		13.8726		0
		08		2012		10.3984		11.3929		0
		08		2011		10.8049		10.3984		0
		08		2010		9.8917		10.8049		0
		08		2009		8.2826		9.8917		4,822
		08		2008		10.0000		8.2826		4,772
Invesco V.I. American Value Fund, Series II		01		2015		17.4126		15.5225		167,332
		01		2014		16.1720		17.4126		188,434
		01		2013		12.2772		16.1720		213,297
		01		2012		10.6634		12.2772		92,595
		01		2011		10.7530		10.6634		88,386
		01		2010		8.9484		10.7530		80,031
		01		2009		6.5381		8.9484		42,779
		01		2008		10.0000		6.5381		14,627
		02		2015		17.1726		15.2774		50,665
		02		2014		15.9816		17.1726		32,930
		02		2013		12.1574		15.9816		27,031
		02		2012		10.5809		12.1574		25,131
		02		2011		10.6916		10.5809		52,780
		02		2010		8.9154		10.6916		49,785
		02		2009		6.5273		8.9154		50,246
		02		2008		10.0000		6.5273		3,826

307

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2015		17.1133		15.2169		1,329
		03		2014		15.9345		17.1133		459
		03		2013		12.1277		15.9345		478
		03		2012		10.5605		12.1277		585
		03		2011		10.6764		10.5605		0
		03		2010		8.9072		10.6764		0
		03		2009		6.5246		8.9072		0
		03		2008		10.0000		6.5246		0
		04		2015		16.9355		15.0357		27,546
		04		2014		15.7931		16.9355		38,466
		04		2013		12.0385		15.7931		41,536
		04		2012		10.4990		12.0385		26,899
		04		2011		10.6304		10.4990		30,202
		04		2010		8.8825		10.6304		29,368
		04		2009		6.5165		8.8825		22,252
		04		2008		10.0000		6.5165		14,029
		05		2015		16.8766		14.9758		0
		05		2014		15.7462		16.8766		0
		05		2013		12.0089		15.7462		0
		05		2012		10.4786		12.0089		0
		05		2011		10.6152		10.4786		0
		05		2010		8.8742		10.6152		0
		05		2009		6.5138		8.8742		0
		05		2008		10.0000		6.5138		0
		06		2015		16.7012		14.7974		0
		06		2014		15.6065		16.7012		0
		06		2013		11.9206		15.6065		0
		06		2012		10.4175		11.9206		0
		06		2011		10.5695		10.4175		0
		06		2010		8.8496		10.5695		0
		06		2009		6.5056		8.8496		0
		06		2008		10.0000		6.5056		0
		07		2015		16.6432		14.7384		0
		07		2014		15.5602		16.6432		0
		07		2013		11.8913		15.5602		0
		07		2012		10.3973		11.8913		0
		07		2011		10.5543		10.3973		0
		07		2010		8.8414		10.5543		0
		07		2009		6.5029		8.8414		0
		07		2008		10.0000		6.5029		0
		08		2015		16.4125		14.5044		0
		08		2014		15.3760		16.4125		0
		08		2013		11.7746		15.3760		0
		08		2012		10.3164		11.7746		0
		08		2011		10.4937		10.3164		0
		08		2010		8.8086		10.4937		0
		08		2009		6.4921		8.8086		0
		08		2008		10.0000		6.4921		0

308

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
Invesco V.I. Comstock Fund, Series II		01		2015		14.4431		13.3249		778,586
		01		2014		13.4604		14.4431		914,555
		01		2013		10.0891		13.4604		933,529
		01		2012		8.6266		10.0891		763,874
		01		2011		8.9599		8.6266		841,430
		01		2010		7.8742		8.9599		932,923
		01		2009		6.2351		7.8742		817,372
		01		2008		9.8759		6.2351		622,407
		01		2007		10.0000		9.8759		402,293
		02		2015		14.2145		13.0873		285,214
		02		2014		13.2744		14.2145		305,176
		02		2013		9.9699		13.2744		365,561
		02		2012		8.5422		9.9699		342,352
		02		2011		8.8903		8.5422		344,608
		02		2010		7.8290		8.8903		428,583
		02		2009		6.2119		7.8290		378,268
		02		2008		9.8593		6.2119		322,005
		02		2007		10.0000		9.8593		185,210
		03		2015		14.1582		13.0288		7,104
		03		2014		13.2285		14.1582		13,346
		03		2013		9.9405		13.2285		16,469
		03		2012		8.5213		9.9405		11,146
		03		2011		8.8731		8.5213		11,717
		03		2010		7.8177		8.8731		11,496
		03		2009		6.2061		7.8177		14,588
		03		2008		9.8552		6.2061		10,433
		03		2007		10.0000		9.8552		5,252
		04		2015		13.9892		12.8536		177,785
		04		2014		13.0907		13.9892		203,534
		04		2013		9.8520		13.0907		207,908
		04		2012		8.4585		9.8520		185,678
		04		2011		8.8211		8.4585		187,712
		04		2010		7.7839		8.8211		229,229
		04		2009		6.1887		7.7839		110,741
		04		2008		9.8428		6.1887		86,868
		04		2007		10.0000		9.8428		46,416
		05		2015		13.9333		12.7957		0
		05		2014		13.0451		13.9333		0
		05		2013		9.8227		13.0451		0
		05		2012		8.4376		9.8227		0
		05		2011		8.8039		8.4376		0
		05		2010		7.7726		8.8039		0
		05		2009		6.1829		7.7726		0
		05		2008		9.8386		6.1829		0
		05		2007		10.0000		9.8386		0

309

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2015		13.7670		12.6236		0
		06		2014		12.9091		13.7670		3,781
		06		2013		9.7352		12.9091		0
		06		2012		8.3754		9.7352		445
		06		2011		8.7523		8.3754		1,638
		06		2010		7.7390		8.7523		0
		06		2009		6.1656		7.7390		0
		06		2008		9.8262		6.1656		0
		06		2007		10.0000		9.8262		0
		07		2015		13.7120		12.5667		0
		07		2014		12.8641		13.7120		0
		07		2013		9.7062		12.8641		2,767
		07		2012		8.3548		9.7062		3,219
		07		2011		8.7352		8.3548		3,346
		07		2010		7.7278		8.7352		3,339
		07		2009		6.1598		7.7278		0
		07		2008		9.8220		6.1598		163
		07		2007		10.0000		9.8220		0
		08		2015		13.4939		12.3415		0
		08		2014		12.6854		13.4939		0
		08		2013		9.5910		12.6854		0
		08		2012		8.2726		9.5910		0
		08		2011		8.6670		8.2726		0
		08		2010		7.6831		8.6670		0
		08		2009		6.1368		7.6831		0
		08		2008		9.8055		6.1368		0
		08		2007		10.0000		9.8055		0
Invesco V.I. International Growth Fund, Series II		01		2015		13.3191		12.7567		41,767
		01		2014		13.5304		13.3191		25,054
		01		2013		11.5883		13.5304		14,415
		01		2012		10.2240		11.5883		6,013
		01		2011		10.0000		10.2240		0
		02		2015		13.2303		12.6459		13,127
		02		2014		13.4676		13.2303		9,776
		02		2013		11.5580		13.4676		2,783
		02		2012		10.2182		11.5580		0
		02		2011		10.0000		10.2182		454
		03		2015		13.2083		12.6184		0
		03		2014		13.4520		13.2083		0
		03		2013		11.5505		13.4520		0
		03		2012		10.2168		11.5505		0
		03		2011		10.0000		10.2168		0
		04		2015		13.1419		12.5358		3,090
		04		2014		13.4050		13.1419		2,125
		04		2013		11.5278		13.4050		968
		04		2012		10.2124		11.5278		0
		04		2011		10.0000		10.2124		0

310

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2015		13.1199		12.5084		0
		05		2014		13.3894		13.1199		0
		05		2013		11.5202		13.3894		0
		05		2012		10.2109		11.5202		0
		05		2011		10.0000		10.2109		0
		06		2015		13.0540		12.4265		0
		06		2014		13.3426		13.0540		0
		06		2013		11.4975		13.3426		0
		06		2012		10.2065		11.4975		0
		06		2011		10.0000		10.2065		0
		07		2015		13.0321		12.3993		0
		07		2014		13.3270		13.0321		0
		07		2013		11.4900		13.3270		0
		07		2012		10.2051		11.4900		0
		07		2011		10.0000		10.2051		0
		08		2015		12.9448		12.2910		0
		08		2014		13.2648		12.9448		0
		08		2013		11.4598		13.2648		0
		08		2012		10.1992		11.4598		0
		08		2011		10.0000		10.1992		0
JPMorgan Insurance Trust Core Bond Portfolio, Class 2		01		2015		10.3061		10.2237		758,184
		01		2014		10.0075		10.3061		708,273
		01		2013		10.3555		10.0075		380,117
		01		2012		10.0222		10.3555		145,072
		01		2011		10.0000		10.0222		13,251
		02		2015		10.2374		10.1349		116,064
		02		2014		9.9610		10.2374		106,429
		02		2013		10.3285		9.9610		82,381
		02		2012		10.0165		10.3285		36,937
		02		2011		10.0000		10.0165		12,748
		03		2015		10.2203		10.1129		2,272
		03		2014		9.9495		10.2203		2,272
		03		2013		10.3217		9.9495		2,272
		03		2012		10.0151		10.3217		0
		03		2011		10.0000		10.0151		0
		04		2015		10.1690		10.0466		140,527
		04		2014		9.9147		10.1690		137,928
		04		2013		10.3014		9.9147		130,767
		04		2012		10.0108		10.3014		60,456
		04		2011		10.0000		10.0108		0
		05		2015		10.1519		10.0247		0
		05		2014		9.9031		10.1519		0
		05		2013		10.2947		9.9031		0
		05		2012		10.0094		10.2947		0
		05		2011		10.0000		10.0094		0

311

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2015		10.1010		9.9590		0
		06		2014		9.8685		10.1010		0
		06		2013		10.2744		9.8685		0
		06		2012		10.0051		10.2744		0
		06		2011		10.0000		10.0051		0
		07		2015		10.0840		9.9373		0
		07		2014		9.8570		10.0840		0
		07		2013		10.2677		9.8570		0
		07		2012		10.0037		10.2677		49,664
		07		2011		10.0000		10.0037		0
		08		2015		10.0164		9.8504		0
		08		2014		9.8109		10.0164		0
		08		2013		10.2407		9.8109		0
		08		2012		9.9979		10.2407		0
		08		2011		10.0000		9.9979		0
JPMorgan Insurance Trust U.S. Equity Portfolio, Class 2		01		2015		17.7888		17.5984		128,364
		01		2014		15.9207		17.7888		149,553
		01		2013		11.9115		15.9207		71,309
		01		2012		10.3278		11.9115		31,418
		01		2011		10.0000		10.3278		0
		02		2015		17.6703		17.4455		74,972
		02		2014		15.8468		17.6703		49,908
		02		2013		11.8804		15.8468		39,684
		02		2012		10.3219		11.8804		9,491
		02		2011		10.0000		10.3219		0
		03		2015		17.6409		17.4077		8,779
		03		2014		15.8285		17.6409		8,444
		03		2013		11.8727		15.8285		0
		03		2012		10.3204		11.8727		0
		03		2011		10.0000		10.3204		0
		04		2015		17.5522		17.2937		4,008
		04		2014		15.7731		17.5522		9,045
		04		2013		11.8493		15.7731		8,304
		04		2012		10.3160		11.8493		1,059
		04		2011		10.0000		10.3160		0
		05		2015		17.5228		17.2559		0
		05		2014		15.7547		17.5228		0
		05		2013		11.8416		15.7547		0
		05		2012		10.3145		11.8416		0
		05		2011		10.0000		10.3145		0
		06		2015		17.4349		17.1430		0
		06		2014		15.6997		17.4349		0
		06		2013		11.8183		15.6997		0
		06		2012		10.3101		11.8183		0
		06		2011		10.0000		10.3101		0

312

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2015		17.4056		17.1055		0
		07		2014		15.6814		17.4056		0
		07		2013		11.8105		15.6814		0
		07		2012		10.3086		11.8105		0
		07		2011		10.0000		10.3086		0
		08		2015		17.2890		16.9561		0
		08		2014		15.6082		17.2890		0
		08		2013		11.7795		15.6082		0
		08		2012		10.3027		11.7795		0
		08		2011		10.0000		10.3027		0
Lazard Retirement Emerging Markets Equity Portfolio, Service Class		01		2015		9.7821		7.6911		1,457,975
		01		2014		10.4299		9.7821		1,487,594
		01		2013		10.7384		10.4299		1,739,073
		01		2012		8.9466		10.7384		1,782,481
		01		2011		11.0933		8.9466		2,024,596
		01		2010		9.1928		11.0933		1,837,993
		01		2009		5.5031		9.1928		1,351,361
		01		2008		10.0000		5.5031		852,549
		02		2015		9.6472		7.5696		392,897
		02		2014		10.3071		9.6472		371,648
		02		2013		10.6336		10.3071		448,134
		02		2012		8.8774		10.6336		512,204
		02		2011		11.0299		8.8774		513,399
		02		2010		9.1589		11.0299		620,363
		02		2009		5.4940		9.1589		629,558
		02		2008		10.0000		5.4940		445,364
		03		2015		9.6139		7.5396		5,409
		03		2014		10.2767		9.6139		5,902
		03		2013		10.6077		10.2767		3,208
		03		2012		8.8603		10.6077		2,291
		03		2011		11.0142		8.8603		2,540
		03		2010		9.1505		11.0142		3,277
		03		2009		5.4917		9.1505		3,584
		03		2008		10.0000		5.4917		3,063
		04		2015		9.5140		7.4498		210,543
		04		2014		10.1855		9.5140		209,840
		04		2013		10.5296		10.1855		263,449
		04		2012		8.8087		10.5296		248,400
		04		2011		10.9668		8.8087		271,787
		04		2010		9.1251		10.9668		272,195
		04		2009		5.4849		9.1251		135,166
		04		2008		10.0000		5.4849		59,627

313

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2015		9.4809		7.4201		2,113
		05		2014		10.1552		9.4809		0
		05		2013		10.5037		10.1552		0
		05		2012		8.7915		10.5037		0
		05		2011		10.9511		8.7915		0
		05		2010		9.1166		10.9511		0
		05		2009		5.4826		9.1166		0
		05		2008		10.0000		5.4826		0
		06		2015		9.3823		7.3317		0
		06		2014		10.0651		9.3823		0
		06		2013		10.4265		10.0651		0
		06		2012		8.7404		10.4265		0
		06		2011		10.9040		8.7404		2,983
		06		2010		9.0913		10.9040		3,110
		06		2009		5.4757		9.0913		73
		06		2008		10.0000		5.4757		507
		07		2015		9.3497		7.3025		0
		07		2014		10.0353		9.3497		0
		07		2013		10.4009		10.0353		1,215
		07		2012		8.7234		10.4009		2,570
		07		2011		10.8884		8.7234		3,966
		07		2010		9.0829		10.8884		3,654
		07		2009		5.4735		9.0829		3,587
		07		2008		10.0000		5.4735		249
		08		2015		9.2201		7.1865		0
		08		2014		9.9164		9.2201		0
		08		2013		10.2988		9.9164		0
		08		2012		8.6555		10.2988		0
		08		2011		10.8258		8.6555		0
		08		2010		9.0492		10.8258		0
		08		2009		5.4643		9.0492		0
		08		2008		10.0000		5.4643		0
Lord Abbett Series Fund, Inc. - Fundamental Equity Portfolio, Class VC		01		2015		21.5222		20.4382		528,956
		01		2014		20.4247		21.5222		595,011
		01		2013		15.2971		20.4247		674,025
		01		2012		14.0666		15.2971		707,273
		01		2011		14.9744		14.0666		862,779
		01		2010		12.7916		14.9744		971,833
		01		2009		10.3245		12.7916		1,010,133
		01		2008		14.7181		10.3245		666,679
		01		2007		14.0237		14.7181		480,156
		01		2006		12.4373		14.0237		235,586

314

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2015		21.0423		19.9418		190,302
		02		2014		20.0100		21.0423		227,192
		02		2013		15.0170		20.0100		299,157
		02		2012		13.8373		15.0170		318,816
		02		2011		14.7603		13.8373		392,066
		02		2010		12.6344		14.7603		430,127
		02		2009		10.2184		12.6344		518,750
		02		2008		14.5967		10.2184		439,935
		02		2007		13.9365		14.5967		386,078
		02		2006		12.3852		13.9365		323,149
		03		2015		20.9245		19.8201		5,628
		03		2014		19.9080		20.9245		5,819
		03		2013		14.9481		19.9080		13,086
		03		2012		13.7808		14.9481		16,179
		03		2011		14.7075		13.7808		21,763
		03		2010		12.5956		14.7075		19,158
		03		2009		10.1921		12.5956		21,382
		03		2008		14.5667		10.1921		26,029
		03		2007		13.9149		14.5667		24,320
		03		2006		12.3722		13.9149		18,227
		04		2015		20.5723		19.4566		153,002
		04		2014		19.6030		20.5723		164,708
		04		2013		14.7416		19.6030		189,098
		04		2012		13.6115		14.7416		190,196
		04		2011		14.5490		13.6115		204,667
		04		2010		12.4789		14.5490		215,926
		04		2009		10.1132		12.4789		168,926
		04		2008		14.4762		10.1132		190,339
		04		2007		13.8498		14.4762		183,587
		04		2006		12.3332		13.8498		154,945
		05		2015		20.4563		19.3370		0
		05		2014		19.5024		20.4563		0
		05		2013		14.6734		19.5024		1,266
		05		2012		13.5555		14.6734		1,267
		05		2011		14.4965		13.5555		1,267
		05		2010		12.4403		14.4965		1,268
		05		2009		10.0871		12.4403		1,269
		05		2008		14.4461		10.0871		1,270
		05		2007		13.8282		14.4461		1,271
		05		2006		12.3202		13.8282		1,271
		06		2015		20.1120		18.9824		2,695
		06		2014		19.2035		20.1120		2,764
		06		2013		14.4708		19.2035		8,989
		06		2012		13.3888		14.4708		4,378
		06		2011		14.3403		13.3888		4,660
		06		2010		12.3250		14.3403		6,849
		06		2009		10.0090		12.3250		11,816
		06		2008		14.3564		10.0090		12,507
		06		2007		13.7635		14.3564		22,917
		06		2006		12.2813		13.7635		22,204

315

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2015		19.9985		18.8657		0
		07		2014		19.1050		19.9985		0
		07		2013		14.4039		19.1050		0
		07		2012		13.3338		14.4039		100
		07		2011		14.2886		13.3338		99
		07		2010		12.2869		14.2886		97
		07		2009		9.9831		12.2869		101
		07		2008		14.3266		9.9831		102
		07		2007		13.7420		14.3266		0
		07		2006		12.2684		13.7420		0
		08		2015		19.5502		18.4050		0
		08		2014		18.7150		19.5502		0
		08		2013		14.1387		18.7150		0
		08		2012		13.1153		14.1387		0
		08		2011		14.0832		13.1153		0
		08		2010		12.1351		14.0832		0
		08		2009		9.8800		12.1351		0
		08		2008		14.2078		9.8800		0
		08		2007		13.6562		14.2078		0
		08		2006		12.2167		13.6562		0
Lord Abbett Series Fund Inc. - Growth Opportunities Portfolio, Class VC		01		2015		21.3494		21.5689		324,810
		01		2014		20.4654		21.3494		348,916
		01		2013		15.1801		20.4654		411,511
		01		2012		13.5283		15.1801		531,745
		01		2011		15.2913		13.5283		587,865
		01		2010		12.6481		15.2913		672,897
		01		2009		8.8358		12.6481		878,941
		01		2008		14.5486		8.8358		1,009,069
		01		2007		12.1980		14.5486		1,029,380
		01		2006		11.4947		12.1980		975,304
		02		2015		20.8733		21.0450		251,135
		02		2014		20.0499		20.8733		303,796
		02		2013		14.9022		20.0499		362,989
		02		2012		13.3079		14.9022		450,995
		02		2011		15.0727		13.3079		531,987
		02		2010		12.4927		15.0727		602,417
		02		2009		8.7450		12.4927		778,479
		02		2008		14.4287		8.7450		921,852
		02		2007		12.1223		14.4287		919,034
		02		2006		11.4465		12.1223		936,825

316

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2015		20.7563		20.9164		9,680
		03		2014		19.9477		20.7563		10,623
		03		2013		14.8337		19.9477		11,695
		03		2012		13.2535		14.8337		14,344
		03		2011		15.0188		13.2535		18,100
		03		2010		12.4543		15.0188		23,612
		03		2009		8.7225		12.4543		29,679
		03		2008		14.3990		8.7225		40,859
		03		2007		12.1035		14.3990		44,019
		03		2006		11.4346		12.1035		43,314
		04		2015		20.4070		20.5329		88,199
		04		2014		19.6420		20.4070		100,162
		04		2013		14.6288		19.6420		128,690
		04		2012		13.0905		14.6288		165,214
		04		2011		14.8569		13.0905		187,102
		04		2010		12.3389		14.8569		223,482
		04		2009		8.6550		12.3389		285,320
		04		2008		14.3095		8.6550		361,906
		04		2007		12.0468		14.3095		501,191
		04		2006		11.3984		12.0468		457,605
		05		2015		20.2918		20.4066		2,305
		05		2014		19.5411		20.2918		3,024
		05		2013		14.5611		19.5411		3,031
		05		2012		13.0367		14.5611		3,787
		05		2011		14.8033		13.0367		4,146
		05		2010		12.3007		14.8033		4,459
		05		2009		8.6326		12.3007		5,107
		05		2008		14.2798		8.6326		7,608
		05		2007		12.0280		14.2798		10,763
		05		2006		11.3864		12.0280		10,078
		06		2015		19.9503		20.0323		6,388
		06		2014		19.2417		19.9503		8,025
		06		2013		14.3600		19.2417		10,910
		06		2012		12.8764		14.3600		18,301
		06		2011		14.6437		12.8764		20,545
		06		2010		12.1868		14.6437		28,777
		06		2009		8.5657		12.1868		43,804
		06		2008		14.1911		8.5657		53,235
		06		2007		11.9717		14.1911		60,869
		06		2006		11.3505		11.9717		69,828
		07		2015		19.8377		19.9092		577
		07		2014		19.1430		19.8377		677
		07		2013		14.2936		19.1430		3,477
		07		2012		12.8235		14.2936		9,098
		07		2011		14.5910		12.8235		10,198
		07		2010		12.1490		14.5910		11,178
		07		2009		8.5436		12.1490		15,658
		07		2008		14.1616		8.5436		24,075
		07		2007		11.9530		14.1616		36,599
		07		2006		11.3385		11.9530		40,794

317

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2015		19.3930		19.4230		20
		08		2014		18.7522		19.3930		24
		08		2013		14.0304		18.7522		268
		08		2012		12.6134		14.0304		404
		08		2011		14.3813		12.6134		406
		08		2010		11.9990		14.3813		393
		08		2009		8.4553		11.9990		456
		08		2008		14.0442		8.4553		557
		08		2007		11.8783		14.0442		758
		08		2006		11.2907		11.8783		894
MFS Blended Research Core Equity Portfolio, Service Class		01		2015		25.2916		25.0906		581,838
		01		2014		22.9035		25.2916		661,656
		01		2013		17.1162		22.9035		809,846
		01		2012		15.1211		17.1162		1,060,869
		01		2011		15.1116		15.1211		1,311,612
		01		2010		13.2323		15.1116		1,758,771
		01		2009		10.7637		13.2323		2,394,402
		01		2008		16.8705		10.7637		2,914,766
		01		2007		16.2315		16.8705		3,195,279
		01		2006		14.5993		16.2315		2,919,330
		02		2015		24.6602		24.4144		572,588
		02		2014		22.3772		24.6602		706,630
		02		2013		16.7570		22.3772		886,757
		02		2012		14.8341		16.7570		1,167,868
		02		2011		14.8549		14.8341		1,438,721
		02		2010		13.0341		14.8549		1,812,378
		02		2009		10.6241		13.0341		2,229,845
		02		2008		16.6857		10.6241		2,592,174
		02		2007		16.0866		16.6857		2,725,037
		02		2006		14.4984		16.0866		2,623,535
		03		2015		24.5053		24.2488		32,822
		03		2014		22.2480		24.5053		37,340
		03		2013		16.6686		22.2480		44,534
		03		2012		14.7634		16.6686		56,001
		03		2011		14.7916		14.7634		67,533
		03		2010		12.9851		14.7916		96,009
		03		2009		10.5895		12.9851		116,372
		03		2008		16.6400		10.5895		140,303
		03		2007		16.0507		16.6400		153,482
		03		2006		14.4734		16.0507		154,379
		04		2015		24.0434		23.7552		232,341
		04		2014		21.8621		24.0434		273,509
		04		2013		16.4046		21.8621		375,451
		04		2012		14.5520		16.4046		471,116
		04		2011		14.6021		14.5520		550,195
		04		2010		12.8384		14.6021		705,820
		04		2009		10.4860		12.8384		896,777
		04		2008		16.5026		10.4860		1,142,270
		04		2007		15.9428		16.5026		1,429,595
		04		2006		14.3980		15.9428		1,429,838

318

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2015		23.8914		23.5930		6,346
		05		2014		21.7350		23.8914		8,480
		05		2013		16.3176		21.7350		9,731
		05		2012		14.4822		16.3176		11,859
		05		2011		14.5395		14.4822		14,155
		05		2010		12.7899		14.5395		16,558
		05		2009		10.4516		12.7899		18,491
		05		2008		16.4571		10.4516		24,369
		05		2007		15.9069		16.4571		27,976
		05		2006		14.3730		15.9069		29,121
		06		2015		23.4411		23.1128		16,507
		06		2014		21.3580		23.4411		56,930
		06		2013		16.0591		21.3580		70,434
		06		2012		14.2748		16.0591		94,859
		06		2011		14.3532		14.2748		105,855
		06		2010		12.6454		14.3532		140,888
		06		2009		10.3494		12.6454		163,090
		06		2008		16.3212		10.3494		184,100
		06		2007		15.8000		16.3212		208,935
		06		2006		14.2982		15.8000		225,689
		07		2015		21.2412		20.9331		2,267
		07		2014		19.3635		21.2412		2,626
		07		2013		14.5669		19.3635		16,323
		07		2012		12.9551		14.5669		41,542
		07		2011		13.0329		12.9551		44,415
		07		2010		11.4880		13.0329		53,204
		07		2009		9.4070		11.4880		66,839
		07		2008		14.8426		9.4070		95,323
		07		2007		14.3760		14.8426		140,535
		07		2006		13.0161		14.3760		145,427
		08		2015		20.7407		20.3980		345
		08		2014		18.9460		20.7407		386
		08		2013		14.2820		18.9460		975
		08		2012		12.7278		14.2820		1,516
		08		2011		12.8304		12.7278		1,637
		08		2010		11.3327		12.8304		1,831
		08		2009		9.2989		11.3327		2,004
		08		2008		14.7022		9.2989		2,235
		08		2007		14.2694		14.7022		3,287
		08		2006		12.9460		14.2694		3,470
MFS Corporate Bond Portfolio, Service Class		01		2015		17.2657		16.8820		2,318,716
		01		2014		16.6253		17.2657		2,480,388
		01		2013		16.9907		16.6253		2,675,289
		01		2012		15.5647		16.9907		2,186,893
		01		2011		14.8866		15.5647		2,136,109
		01		2010		13.6769		14.8866		2,164,621
		01		2009		10.8930		13.6769		1,165,307
		01		2008		12.4126		10.8930		392,181
		01		2007		12.2209		12.4126		222,993
		01		2006		11.8482		12.2209		90,826

319

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2015		16.8347		16.4271		303,945
		02		2014		16.2434		16.8347		301,614
		02		2013		16.6342		16.2434		328,661
		02		2012		15.2694		16.6342		327,100
		02		2011		14.6338		15.2694		322,785
		02		2010		13.4720		14.6338		288,349
		02		2009		10.7517		13.4720		285,902
		02		2008		12.2766		10.7517		106,134
		02		2007		12.1118		12.2766		147,994
		02		2006		11.7663		12.1118		116,723
		03		2015		16.7290		16.3157		73,811
		03		2014		16.1496		16.7290		75,016
		03		2013		16.5465		16.1496		9,809
		03		2012		15.1967		16.5465		8,163
		03		2011		14.5715		15.1967		8,571
		03		2010		13.4215		14.5715		10,494
		03		2009		10.7168		13.4215		7,531
		03		2008		12.2430		10.7168		7,176
		03		2007		12.0847		12.2430		12,777
		03		2006		11.7460		12.0847		15,577
		04		2015		16.4137		15.9837		309,677
		04		2014		15.8695		16.4137		406,091
		04		2013		16.2846		15.8695		496,903
		04		2012		14.9791		16.2846		369,557
		04		2011		14.3849		14.9791		359,463
		04		2010		13.2699		14.3849		330,152
		04		2009		10.6120		13.2699		154,570
		04		2008		12.1419		10.6120		138,219
		04		2007		12.0035		12.1419		282,919
		04		2006		11.6849		12.0035		334,862
		05		2015		16.3099		15.8745		0
		05		2014		15.7773		16.3099		0
		05		2013		16.1981		15.7773		0
		05		2012		14.9073		16.1981		0
		05		2011		14.3232		14.9073		0
		05		2010		13.2197		14.3232		14
		05		2009		10.5773		13.2197		191
		05		2008		12.1084		10.5773		400
		05		2007		11.9765		12.1084		569
		05		2006		11.6646		11.9765		708
		06		2015		16.0025		15.5514		9,480
		06		2014		15.5036		16.0025		8,501
		06		2013		15.9417		15.5036		5,554
		06		2012		14.6939		15.9417		7,526
		06		2011		14.1397		14.6939		7,888
		06		2010		13.0704		14.1397		24,347
		06		2009		10.4739		13.0704		2,597
		06		2008		12.0085		10.4739		4,332
		06		2007		11.8959		12.0085		22,477
		06		2006		11.6038		11.8959		37,007

320

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2015		14.2846		13.8748		1,589
		07		2014		13.8463		14.2846		1,600
		07		2013		14.2448		13.8463		77,476
		07		2012		13.1365		14.2448		15,759
		07		2011		12.6476		13.1365		11,875
		07		2010		11.6971		12.6476		17,038
		07		2009		9.3781		11.6971		27,910
		07		2008		10.7577		9.3781		35,035
		07		2007		10.6624		10.7577		88,971
		07		2006		10.4059		10.6624		102,904
		08		2015		13.9480		13.5201		1,661
		08		2014		13.5477		13.9480		1,859
		08		2013		13.9662		13.5477		2,018
		08		2012		12.9062		13.9662		1,887
		08		2011		12.4512		12.9062		2,065
		08		2010		11.5391		12.4512		3,316
		08		2009		9.2704		11.5391		3,515
		08		2008		10.6560		9.2704		3,704
		08		2007		10.5833		10.6560		17,207
		08		2006		10.3498		10.5833		17,003
MFS Core Equity Portfolio, Service Class		01		2015		15.7016		15.3801		624,668
		01		2014		14.3742		15.7016		668,161
		01		2013		10.8839		14.3742		843,492
		01		2012		9.5211		10.8839		1,002,792
		01		2011		9.8034		9.5211		1,022,395
		01		2010		8.5233		9.8034		932,079
		01		2009		6.5437		8.5233		983,386
		01		2008		10.8713		6.5437		553,485
		01		2007		10.0000		10.8713		288,954
		02		2015		15.4532		15.1059		215,236
		02		2014		14.1756		15.4532		221,574
		02		2013		10.7554		14.1756		245,703
		02		2012		9.4279		10.7554		282,434
		02		2011		9.7272		9.4279		298,416
		02		2010		8.4743		9.7272		288,285
		02		2009		6.5194		8.4743		331,065
		02		2008		10.8531		6.5194		239,464
		02		2007		10.0000		10.8531		131,379
		03		2015		15.3919		15.0384		3,027
		03		2014		14.1266		15.3919		3,070
		03		2013		10.7236		14.1266		2,397
		03		2012		9.4048		10.7236		2,669
		03		2011		9.7083		9.4048		2,744
		03		2010		8.4622		9.7083		2,679
		03		2009		6.5133		8.4622		2,782
		03		2008		10.8485		6.5133		363
		03		2007		10.0000		10.8485		775

321

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2015		15.2082		14.8362		66,520
		04		2014		13.9794		15.2082		80,817
		04		2013		10.6282		13.9794		159,905
		04		2012		9.3355		10.6282		166,056
		04		2011		9.6515		9.3355		100,718
		04		2010		8.4255		9.6515		85,155
		04		2009		6.4951		8.4255		94,551
		04		2008		10.8348		6.4951		65,946
		04		2007		10.0000		10.8348		45,392
		05		2015		15.1475		14.7694		1,141
		05		2014		13.9307		15.1475		1,172
		05		2013		10.5965		13.9307		1,268
		05		2012		9.3125		10.5965		1,446
		05		2011		9.6327		9.3125		1,526
		05		2010		8.4133		9.6327		1,567
		05		2009		6.4890		8.4133		1,638
		05		2008		10.8303		6.4890		1,731
		05		2007		10.0000		10.8303		1,492
		06		2015		14.9667		14.5707		12,209
		06		2014		13.7855		14.9667		49,094
		06		2013		10.5022		13.7855		49,364
		06		2012		9.2438		10.5022		50,263
		06		2011		9.5763		9.2438		46,770
		06		2010		8.3769		9.5763		46,820
		06		2009		6.4708		8.3769		47,102
		06		2008		10.8166		6.4708		47,053
		06		2007		10.0000		10.8166		47,052
		07		2015		14.9070		14.5052		0
		07		2014		13.7376		14.9070		0
		07		2013		10.4710		13.7376		0
		07		2012		9.2211		10.4710		2,569
		07		2011		9.5576		9.2211		3,843
		07		2010		8.3648		9.5576		3,846
		07		2009		6.4648		8.3648		3,916
		07		2008		10.8120		6.4648		158
		07		2007		10.0000		10.8120		0
		08		2015		14.6697		14.2451		0
		08		2014		13.5466		14.6697		0
		08		2013		10.3466		13.5466		0
		08		2012		9.1303		10.3466		0
		08		2011		9.4829		9.1303		0
		08		2010		8.3165		9.4829		0
		08		2009		6.4406		8.3165		0
		08		2008		10.7938		6.4406		0
		08		2007		10.0000		10.7938		0

322

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
MFS Emerging Markets Equity Portfolio, Service Class		01		2015		13.4278		11.4781		393,953
		01		2014		14.6787		13.4278		424,776
		01		2013		15.7772		14.6787		478,027
		01		2012		13.5269		15.7772		471,685
		01		2011		16.9221		13.5269		536,563
		01		2010		13.9353		16.9221		499,222
		01		2009		8.4276		13.9353		253,886
		01		2008		19.1263		8.4276		59,714
		01		2007		14.3768		19.1263		41,940
		01		2006		11.2530		14.3768		35,537
		02		2015		13.1792		11.2426		95,320
		02		2014		14.4363		13.1792		97,043
		02		2013		15.5483		14.4363		84,392
		02		2012		13.3580		15.5483		75,484
		02		2011		16.7448		13.3580		87,623
		02		2010		13.8174		16.7448		102,256
		02		2009		8.3733		13.8174		122,520
		02		2008		19.0421		8.3733		69,606
		02		2007		14.3428		19.0421		79,903
		02		2006		11.2492		14.3428		77,370
		03		2015		13.1180		11.1847		821
		03		2014		14.3765		13.1180		1,184
		03		2013		15.4918		14.3765		1,000
		03		2012		13.3163		15.4918		1,266
		03		2011		16.7009		13.3163		2,656
		03		2010		13.7882		16.7009		4,005
		03		2009		8.3598		13.7882		3,969
		03		2008		19.0212		8.3598		3,310
		03		2007		14.3344		19.0212		3,147
		03		2006		11.2483		14.3344		2,641
		04		2015		12.9348		11.0116		78,408
		04		2014		14.1975		12.9348		80,577
		04		2013		15.3224		14.1975		96,823
		04		2012		13.1909		15.3224		96,377
		04		2011		16.5691		13.1909		117,717
		04		2010		13.7003		16.5691		97,721
		04		2009		8.3193		13.7003		37,297
		04		2008		18.9581		8.3193		17,835
		04		2007		14.3089		18.9581		33,975
		04		2006		11.2455		14.3089		35,031

323

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2015		12.8742		10.9544		99
		05		2014		14.1383		12.8742		88
		05		2013		15.2663		14.1383		0
		05		2012		13.1494		15.2663		0
		05		2011		16.5253		13.1494		0
		05		2010		13.6711		16.5253		0
		05		2009		8.3058		13.6711		0
		05		2008		18.9372		8.3058		0
		05		2007		14.3004		18.9372		0
		05		2006		11.2455		14.3004		0
		06		2015		12.6944		10.7848		501
		06		2014		13.9622		12.6944		518
		06		2013		15.0993		13.9622		536
		06		2012		13.0256		15.0993		886
		06		2011		16.3949		13.0256		1,032
		06		2010		13.5839		16.3949		1,310
		06		2009		8.2655		13.5839		5,398
		06		2008		18.8744		8.2655		5,699
		06		2007		14.2750		18.8744		7,493
		06		2006		11.2417		14.2750		6,716
		07		2015		12.6350		10.7289		0
		07		2014		13.9040		12.6350		0
		07		2013		15.0440		13.9040		0
		07		2012		12.9846		15.0440		0
		07		2011		16.3516		12.9846		0
		07		2010		13.5550		16.3516		0
		07		2009		8.2521		13.5550		0
		07		2008		18.8535		8.2521		0
		07		2007		14.2665		18.8535		1,088
		07		2006		11.2407		14.2665		375
		08		2015		12.3998		10.5076		0
		08		2014		13.6732		12.3998		0
		08		2013		14.8246		13.6732		82
		08		2012		12.8216		14.8246		65
		08		2011		16.1794		12.8216		66
		08		2010		13.4397		16.1794		58
		08		2009		8.1987		13.4397		62
		08		2008		18.7701		8.1987		80
		08		2007		14.2326		18.7701		52
		08		2006		11.2370		14.2326		66
MFS Global Growth Portfolio, Service Class		01		2015		25.3182		24.4462		1,385
		01		2014		24.7399		25.3182		1,897
		01		2013		20.7996		24.7399		2,074
		01		2012		17.6999		20.7996		2,007
		01		2011		19.2816		17.6999		2,901
		01		2010		17.5773		19.2816		3,378
		01		2009		12.8178		17.5773		4,057
		01		2008		21.3906		12.8178		4,844
		01		2007		19.2426		21.3906		8,474
		01		2006		16.7212		19.2426		11,114

324

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2015		24.6861		23.7873		919
		02		2014		24.1714		24.6861		926
		02		2013		20.3630		24.1714		968
		02		2012		17.3639		20.3630		1,397
		02		2011		18.9541		17.3639		1,467
		02		2010		17.3139		18.9541		2,066
		02		2009		12.6514		17.3139		2,873
		02		2008		21.1564		12.6514		4,257
		02		2007		19.0708		21.1564		9,544
		02		2006		16.6057		19.0708		20,305
		03		2015		24.5311		23.6260		0
		03		2014		24.0318		24.5311		0
		03		2013		20.2557		24.0318		0
		03		2012		17.2812		20.2557		0
		03		2011		18.8734		17.2812		0
		03		2010		17.2489		18.8734		0
		03		2009		12.6103		17.2489		390
		03		2008		21.0984		12.6103		391
		03		2007		19.0283		21.0984		619
		03		2006		16.5770		19.0283		716
		04		2015		24.0687		23.1451		255
		04		2014		23.6149		24.0687		351
		04		2013		19.9349		23.6149		631
		04		2012		17.0337		19.9349		748
		04		2011		18.6316		17.0337		749
		04		2010		17.0540		18.6316		1,398
		04		2009		12.4870		17.0540		2,318
		04		2008		20.9243		12.4870		2,536
		04		2007		18.9003		20.9243		3,827
		04		2006		16.4907		18.9003		5,272
		05		2015		23.9165		22.9870		0
		05		2014		23.4776		23.9165		0
		05		2013		19.8291		23.4776		0
		05		2012		16.9520		19.8291		0
		05		2011		18.5517		16.9520		0
		05		2010		16.9896		18.5517		0
		05		2009		12.4461		16.9896		0
		05		2008		20.8665		12.4461		0
		05		2007		18.8579		20.8665		0
		05		2006		16.4621		18.8579		0
		06		2015		23.4657		22.5191		0
		06		2014		23.0704		23.4657		0
		06		2013		19.5151		23.0704		0
		06		2012		16.7092		19.5151		0
		06		2011		18.3141		16.7092		0
		06		2010		16.7976		18.3141		0
		06		2009		12.3244		16.7976		0
		06		2008		20.6944		12.3244		0
		06		2007		18.7311		20.6944		0
		06		2006		16.3764		18.7311		0

325

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2015		21.3662		20.4939		0
		07		2014		21.0170		21.3662		0
		07		2013		17.7872		21.0170		0
		07		2012		15.2376		17.7872		0
		07		2011		16.7096		15.2376		0
		07		2010		15.3339		16.7096		0
		07		2009		11.2562		15.3339		0
		07		2008		18.9104		11.2562		2,340
		07		2007		17.1252		18.9104		0
		07		2006		14.9800		17.1252		0
		08		2015		20.8627		19.9700		0
		08		2014		20.5639		20.8627		0
		08		2013		17.4393		20.5639		0
		08		2012		14.9704		17.4393		0
		08		2011		16.4502		14.9704		0
		08		2010		15.1267		16.4502		0
		08		2009		11.1269		15.1267		0
		08		2008		18.7316		11.1269		0
		08		2007		16.9983		18.7316		0
		08		2006		14.8994		16.9983		0
MFS Global Research Portfolio, Service Class		01		2015		21.3167		20.7366		8,478
		01		2014		21.2181		21.3167		9,618
		01		2013		17.4432		21.2181		10,881
		01		2012		15.2155		17.4432		15,802
		01		2011		16.6351		15.2155		17,738
		01		2010		15.0454		16.6351		27,472
		01		2009		11.5869		15.0454		28,663
		01		2008		18.5743		11.5869		33,050
		01		2007		16.7194		18.5743		49,739
		01		2006		15.4090		16.7194		57,079
		02		2015		20.7845		20.1777		12,258
		02		2014		20.7305		20.7845		12,613
		02		2013		17.0771		20.7305		13,969
		02		2012		14.9267		17.0771		20,165
		02		2011		16.3526		14.9267		23,651
		02		2010		14.8200		16.3526		33,975
		02		2009		11.4366		14.8200		42,572
		02		2008		18.3709		11.4366		45,070
		02		2007		16.5702		18.3709		45,842
		02		2006		15.3026		16.5702		46,461

326

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2015		20.6539		20.0408		0
		03		2014		20.6108		20.6539		0
		03		2013		16.9871		20.6108		0
		03		2012		14.8556		16.9871		0
		03		2011		16.2829		14.8556		0
		03		2010		14.7643		16.2829		0
		03		2009		11.3994		14.7643		0
		03		2008		18.3206		11.3994		2,927
		03		2007		16.5333		18.3206		3,100
		03		2006		15.2762		16.5333		3,268
		04		2015		20.2646		19.6329		6,807
		04		2014		20.2533		20.2646		6,868
		04		2013		16.7180		20.2533		3,673
		04		2012		14.6428		16.7180		2,008
		04		2011		16.0743		14.6428		11,955
		04		2010		14.5975		16.0743		13,119
		04		2009		11.2879		14.5975		3,974
		04		2008		18.1693		11.2879		6,963
		04		2007		16.4221		18.1693		12,551
		04		2006		15.1966		16.4221		19,833
		05		2015		20.1363		19.4987		0
		05		2014		20.1354		20.1363		0
		05		2013		16.6293		20.1354		0
		05		2012		14.5725		16.6293		0
		05		2011		16.0053		14.5725		0
		05		2010		14.5423		16.0053		16
		05		2009		11.2510		14.5423		207
		05		2008		18.1192		11.2510		434
		05		2007		16.3852		18.1192		931
		05		2006		15.1702		16.3852		1,144
		06		2015		19.7568		19.1018		1,445
		06		2014		19.7862		19.7568		1,443
		06		2013		16.3659		19.7862		1,458
		06		2012		14.3638		16.3659		1,522
		06		2011		15.8003		14.3638		1,687
		06		2010		14.3780		15.8003		1,647
		06		2009		11.1409		14.3780		3,920
		06		2008		17.9696		11.1409		5,965
		06		2007		16.2750		17.9696		5,788
		06		2006		15.0913		16.2750		4,630

327

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2015		17.8131		17.2138		0
		07		2014		17.8488		17.8131		0
		07		2013		14.7709		17.8488		0
		07		2012		12.9706		14.7709		0
		07		2011		14.2751		12.9706		0
		07		2010		12.9967		14.2751		0
		07		2009		10.0758		12.9967		0
		07		2008		16.2599		10.0758		3,505
		07		2007		14.7341		16.2599		0
		07		2006		13.6694		14.7341		702
		08		2015		17.3933		16.7737		0
		08		2014		17.4638		17.3933		0
		08		2013		14.4820		17.4638		0
		08		2012		12.7431		14.4820		0
		08		2011		14.0534		12.7431		0
		08		2010		12.8210		14.0534		0
		08		2009		9.9600		12.8210		0
		08		2008		16.1062		9.9600		0
		08		2007		14.6248		16.1062		0
		08		2006		13.5958		14.6248		0
MFS Global Tactical Allocation Portfolio, Service Class		01		2015		12.1200		11.6232		8,335,654
		01		2014		11.8212		12.1200		9,695,199
		01		2013		11.0736		11.8212		11,964,116
		01		2012		10.3056		11.0736		12,787,490
		01		2011		10.3446		10.3056		13,560,680
		01		2010		9.9880		10.3446		13,166,381
		01		2009		10.0000		9.9880		0
		02		2015		11.9965		11.4813		111,270
		02		2014		11.7246		11.9965		131,769
		02		2013		11.0055		11.7246		118,846
		02		2012		10.2632		11.0055		143,460
		02		2011		10.3230		10.2632		169,735
		02		2010		9.9874		10.3230		141,681
		02		2009		10.0000		9.9874		0
		03		2015		11.9659		11.4462		0
		03		2014		11.7007		11.9659		0
		03		2013		10.9885		11.7007		0
		03		2012		10.2526		10.9885		0
		03		2011		10.3176		10.2526		0
		03		2010		9.9873		10.3176		0
		03		2009		10.0000		9.9873		0
		04		2015		11.8740		11.3409		2,115,255
		04		2014		11.6286		11.8740		2,541,574
		04		2013		10.9376		11.6286		3,182,161
		04		2012		10.2209		10.9376		3,459,678
		04		2011		10.3014		10.2209		3,717,423
		04		2010		9.9869		10.3014		3,789,978
		04		2009		10.0000		9.9869		0

328

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2015		11.8435		11.3060		0
		05		2014		11.6047		11.8435		0
		05		2013		10.9207		11.6047		0
		05		2012		10.2103		10.9207		0
		05		2011		10.2960		10.2103		3,139
		05		2010		9.9867		10.2960		3,141
		05		2009		10.0000		9.9867		0
		06		2015		11.7525		11.2020		0
		06		2014		11.5332		11.7525		0
		06		2013		10.8701		11.5332		0
		06		2012		10.1787		10.8701		0
		06		2011		10.2798		10.1787		0
		06		2010		9.9863		10.2798		0
		06		2009		10.0000		9.9863		0
		07		2015		11.7224		11.1675		0
		07		2014		11.5095		11.7224		0
		07		2013		10.8533		11.5095		0
		07		2012		10.1681		10.8533		0
		07		2011		10.2744		10.1681		0
		07		2010		9.9862		10.2744		0
		07		2009		10.0000		9.9862		0
		08		2015		11.6023		11.0305		0
		08		2014		11.4149		11.6023		0
		08		2013		10.7862		11.4149		0
		08		2012		10.1261		10.7862		0
		08		2011		10.2528		10.1261		0
		08		2010		9.9856		10.2528		0
		08		2009		10.0000		9.9856		0
MFS Government Securities Portfolio, Service Class		01		2015		13.1038		12.9206		4,188,949
		01		2014		12.7294		13.1038		4,466,390
		01		2013		13.3289		12.7294		5,574,293
		01		2012		13.2529		13.3289		6,549,160
		01		2011		12.5801		13.2529		6,805,859
		01		2010		12.2410		12.5801		7,421,659
		01		2009		11.9409		12.2410		6,655,982
		01		2008		11.2118		11.9409		3,055,963
		01		2007		10.6642		11.2118		3,553,563
		01		2006		10.4787		10.6642		3,207,035
		02		2015		12.7767		12.5724		1,918,580
		02		2014		12.4369		12.7767		2,272,933
		02		2013		13.0492		12.4369		2,712,102
		02		2012		13.0014		13.0492		3,008,791
		02		2011		12.3664		13.0014		3,173,045
		02		2010		12.0576		12.3664		3,654,784
		02		2009		11.7861		12.0576		3,732,340
		02		2008		11.0889		11.7861		2,285,282
		02		2007		10.5690		11.0889		3,099,038
		02		2006		10.4063		10.5690		2,977,053

329

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2015		12.6965		12.4871		102,360
		03		2014		12.3651		12.6965		111,781
		03		2013		12.9805		12.3651		124,153
		03		2012		12.9395		12.9805		116,759
		03		2011		12.3138		12.9395		118,285
		03		2010		12.0124		12.3138		162,574
		03		2009		11.7478		12.0124		179,220
		03		2008		11.0585		11.7478		131,864
		03		2007		10.5454		11.0585		205,849
		03		2006		10.3883		10.5454		218,937
		04		2015		12.4572		12.2330		724,365
		04		2014		12.1506		12.4572		878,354
		04		2013		12.7749		12.1506		1,102,788
		04		2012		12.7543		12.7749		1,223,951
		04		2011		12.1560		12.7543		1,300,791
		04		2010		11.8767		12.1560		1,567,432
		04		2009		11.6329		11.8767		1,457,864
		04		2008		10.9673		11.6329		1,197,233
		04		2007		10.4745		10.9673		2,200,988
		04		2006		10.3342		10.4745		2,414,113
		05		2015		12.3784		12.1494		14,096
		05		2014		12.0800		12.3784		15,910
		05		2013		12.7071		12.0800		15,497
		05		2012		12.6931		12.7071		21,019
		05		2011		12.1039		12.6931		21,728
		05		2010		11.8318		12.1039		24,153
		05		2009		11.5949		11.8318		25,677
		05		2008		10.9370		11.5949		25,863
		05		2007		10.4510		10.9370		36,863
		05		2006		10.3162		10.4510		42,255
		06		2015		12.1451		11.9021		23,427
		06		2014		11.8704		12.1451		29,653
		06		2013		12.5059		11.8704		50,660
		06		2012		12.5113		12.5059		73,397
		06		2011		11.9488		12.5113		87,098
		06		2010		11.6981		11.9488		127,244
		06		2009		11.4815		11.6981		157,915
		06		2008		10.8467		11.4815		149,439
		06		2007		10.3806		10.8467		274,969
		06		2006		10.2625		10.3806		317,835
		07		2015		11.7020		11.4621		3,761
		07		2014		11.4432		11.7020		4,337
		07		2013		12.0620		11.4432		32,013
		07		2012		12.0734		12.0620		73,186
		07		2011		11.5365		12.0734		86,075
		07		2010		11.3002		11.5365		125,916
		07		2009		11.0966		11.3002		145,281
		07		2008		10.4885		11.0966		156,560
		07		2007		10.0430		10.4885		354,874
		07		2006		9.9337		10.0430		430,652

330

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2015		11.4262		11.1691		1,173
		08		2014		11.1965		11.4262		1,278
		08		2013		11.8261		11.1965		1,989
		08		2012		11.8617		11.8261		8,285
		08		2011		11.3573		11.8617		10,916
		08		2010		11.1475		11.3573		14,536
		08		2009		10.9691		11.1475		19,173
		08		2008		10.3892		10.9691		22,309
		08		2007		9.9685		10.3892		46,789
		08		2006		9.8802		9.9685		53,262
MFS High Yield Portfolio, Service Class		01		2015		20.4469		19.2204		575,304
		01		2014		20.2762		20.4469		651,761
		01		2013		19.4315		20.2762		764,023
		01		2012		17.2515		19.4315		915,899
		01		2011		16.8880		17.2515		643,336
		01		2010		14.8827		16.8880		872,057
		01		2009		10.1078		14.8827		1,085,688
		01		2008		14.6085		10.1078		1,572,594
		01		2007		14.6264		14.6085		1,469,823
		01		2006		13.5138		14.6264		854,850
		02		2015		19.9366		18.7024		398,934
		02		2014		19.8104		19.9366		446,643
		02		2013		19.0238		19.8104		522,322
		02		2012		16.9242		19.0238		620,253
		02		2011		16.6012		16.9242		561,851
		02		2010		14.6598		16.6012		702,912
		02		2009		9.9766		14.6598		865,681
		02		2008		14.4485		9.9766		1,215,258
		02		2007		14.4958		14.4485		1,171,287
		02		2006		13.4204		14.4958		860,396
		03		2015		19.8114		18.5756		22,730
		03		2014		19.6961		19.8114		24,255
		03		2013		18.9235		19.6961		25,099
		03		2012		16.8436		18.9235		23,034
		03		2011		16.5305		16.8436		27,139
		03		2010		14.6048		16.5305		43,840
		03		2009		9.9442		14.6048		54,296
		03		2008		14.4089		9.9442		72,421
		03		2007		14.4635		14.4089		69,129
		03		2006		13.3973		14.4635		54,392
		04		2015		19.4380		18.1976		186,885
		04		2014		19.3545		19.4380		207,526
		04		2013		18.6239		19.3545		247,450
		04		2012		16.6025		18.6239		326,832
		04		2011		16.3188		16.6025		320,540
		04		2010		14.4399		16.3188		399,485
		04		2009		9.8470		14.4399		378,545
		04		2008		14.2900		9.8470		749,120
		04		2007		14.3662		14.2900		633,288
		04		2006		13.3275		14.3662		578,347

331

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2015		19.3151		18.0733		7,870
		05		2014		19.2419		19.3151		7,823
		05		2013		18.5251		19.2419		8,282
		05		2012		16.5228		18.5251		14,411
		05		2011		16.2488		16.5228		7,443
		05		2010		14.3853		16.2488		17,084
		05		2009		9.8148		14.3853		16,470
		05		2008		14.2506		9.8148		6,616
		05		2007		14.3340		14.2506		7,671
		05		2006		13.3044		14.3340		6,722
		06		2015		18.9511		17.7055		8,321
		06		2014		18.9083		18.9511		10,033
		06		2013		18.2318		18.9083		14,706
		06		2012		16.2863		18.2318		25,920
		06		2011		16.0407		16.2863		30,386
		06		2010		14.2228		16.0407		38,858
		06		2009		9.7188		14.2228		44,918
		06		2008		14.1329		9.7188		91,088
		06		2007		14.2376		14.1329		80,245
		06		2006		13.2351		14.2376		67,269
		07		2015		16.5461		15.4507		835
		07		2014		16.5172		16.5461		944
		07		2013		15.9343		16.5172		6,927
		07		2012		14.2414		15.9343		21,461
		07		2011		14.0338		14.2414		16,828
		07		2010		12.4497		14.0338		21,612
		07		2009		8.5115		12.4497		29,112
		07		2008		12.3836		8.5115		50,841
		07		2007		12.4817		12.3836		64,561
		07		2006		11.6088		12.4817		71,581
		08		2015		16.1562		15.0557		284
		08		2014		16.1610		16.1562		300
		08		2013		15.6227		16.1610		501
		08		2012		13.9916		15.6227		1,692
		08		2011		13.8158		13.9916		1,928
		08		2010		12.2814		13.8158		2,614
		08		2009		8.4137		12.2814		2,813
		08		2008		12.2665		8.4137		5,821
		08		2007		12.3892		12.2665		7,666
		08		2006		11.5463		12.3892		8,778
MFS International Growth Portfolio, Service Class		01		2015		11.4191		11.2424		258,661
		01		2014		12.2460		11.4191		292,996
		01		2013		10.9534		12.2460		385,518
		01		2012		9.3174		10.9534		376,175
		01		2011		10.6579		9.3174		463,026
		01		2010		9.4340		10.6579		459,493
		01		2009		6.9666		9.4340		396,157
		01		2008		11.7986		6.9666		249,539
		01		2007		10.0000		11.7986		127,464

332

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2015		11.2383		11.0419		40,323
		02		2014		12.0768		11.2383		53,714
		02		2013		10.8240		12.0768		66,143
		02		2012		9.2262		10.8240		70,455
		02		2011		10.5751		9.2262		113,158
		02		2010		9.3798		10.5751		107,931
		02		2009		6.9406		9.3798		157,617
		02		2008		11.7788		6.9406		87,830
		02		2007		10.0000		11.7788		62,387
		03		2015		11.1938		10.9925		478
		03		2014		12.0350		11.1938		499
		03		2013		10.7920		12.0350		474
		03		2012		9.2036		10.7920		465
		03		2011		10.5545		9.2036		500
		03		2010		9.3664		10.5545		3,665
		03		2009		6.9342		9.3664		8,213
		03		2008		11.7739		6.9342		8,496
		03		2007		10.0000		11.7739		7,902
		04		2015		11.0602		10.8447		41,002
		04		2014		11.9096		11.0602		46,691
		04		2013		10.6960		11.9096		57,657
		04		2012		9.1358		10.6960		64,417
		04		2011		10.4928		9.1358		73,007
		04		2010		9.3258		10.4928		61,900
		04		2009		6.9148		9.3258		69,265
		04		2008		11.7590		6.9148		37,390
		04		2007		10.0000		11.7590		20,362
		05		2015		11.0160		10.7959		0
		05		2014		11.8681		11.0160		0
		05		2013		10.6642		11.8681		0
		05		2012		9.1133		10.6642		0
		05		2011		10.4723		9.1133		0
		05		2010		9.3123		10.4723		0
		05		2009		6.9083		9.3123		0
		05		2008		11.7541		6.9083		0
		05		2007		10.0000		11.7541		0
		06		2015		10.8845		10.6507		0
		06		2014		11.7445		10.8845		0
		06		2013		10.5692		11.7445		0
		06		2012		9.0461		10.5692		0
		06		2011		10.4110		9.0461		0
		06		2010		9.2721		10.4110		0
		06		2009		6.8890		9.2721		0
		06		2008		11.7392		6.8890		0
		06		2007		10.0000		11.7392		0

333

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2015		10.8410		10.6027		0
		07		2014		11.7035		10.8410		0
		07		2013		10.5378		11.7035		0
		07		2012		9.0238		10.5378		138
		07		2011		10.3906		9.0238		146
		07		2010		9.2586		10.3906		134
		07		2009		6.8825		9.2586		135
		07		2008		11.7343		6.8825		0
		07		2007		10.0000		11.7343		0
		08		2015		10.6686		10.4127		0
		08		2014		11.5410		10.6686		0
		08		2013		10.4127		11.5410		0
		08		2012		8.9350		10.4127		0
		08		2011		10.3095		8.9350		0
		08		2010		9.2052		10.3095		0
		08		2009		6.8568		9.2052		0
		08		2008		11.7145		6.8568		0
		08		2007		10.0000		11.7145		0
MFS International Value Portfolio, Service Class		01		2015		13.2676		13.8734		2,531,319
		01		2014		13.3391		13.2676		2,947,440
		01		2013		10.6262		13.3391		3,452,666
		01		2012		9.3205		10.6262		4,034,518
		01		2011		9.6480		9.3205		5,226,896
		01		2010		9.0180		9.6480		6,359,934
		01		2009		7.3289		9.0180		6,445,161
		01		2008		10.8913		7.3289		7,132,947
		01		2007		10.0000		10.8913		6,031,070
		02		2015		13.0576		13.6261		1,782,875
		02		2014		13.1548		13.0576		2,014,493
		02		2013		10.5007		13.1548		2,266,211
		02		2012		9.2293		10.5007		2,757,026
		02		2011		9.5731		9.2293		3,407,858
		02		2010		8.9662		9.5731		4,104,195
		02		2009		7.3016		8.9662		4,158,854
		02		2008		10.8730		7.3016		4,676,201
		02		2007		10.0000		10.8730		3,766,139
		03		2015		13.0059		13.5652		32,013
		03		2014		13.1093		13.0059		39,698
		03		2013		10.4697		13.1093		42,344
		03		2012		9.2067		10.4697		55,834
		03		2011		9.5545		9.2067		73,261
		03		2010		8.9533		9.5545		121,321
		03		2009		7.2948		8.9533		129,407
		03		2008		10.8685		7.2948		136,878
		03		2007		10.0000		10.8685		130,669

334

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2015		12.8506		13.3828		286,779
		04		2014		12.9727		12.8506		331,360
		04		2013		10.3765		12.9727		389,325
		04		2012		9.1388		10.3765		467,474
		04		2011		9.4986		9.1388		587,025
		04		2010		8.9146		9.4986		658,672
		04		2009		7.2744		8.9146		675,273
		04		2008		10.8548		7.2744		736,658
		04		2007		10.0000		10.8548		556,152
		05		2015		12.7993		13.3226		969
		05		2014		12.9275		12.7993		1,003
		05		2013		10.3457		12.9275		1,020
		05		2012		9.1163		10.3457		0
		05		2011		9.4800		9.1163		0
		05		2010		8.9017		9.4800		0
		05		2009		7.2676		8.9017		0
		05		2008		10.8502		7.2676		0
		05		2007		10.0000		10.8502		0
		06		2015		12.6466		13.1434		4,220
		06		2014		12.7928		12.6466		1,907
		06		2013		10.2536		12.7928		2,687
		06		2012		9.0491		10.2536		2,747
		06		2011		9.4245		9.0491		6,522
		06		2010		8.8631		9.4245		3,717
		06		2009		7.2473		8.8631		6,005
		06		2008		10.8365		7.2473		7,111
		06		2007		10.0000		10.8365		37,717
		07		2015		12.5961		13.0842		0
		07		2014		12.7482		12.5961		0
		07		2013		10.2231		12.7482		3,402
		07		2012		9.0268		10.2231		3,800
		07		2011		9.4061		9.0268		3,987
		07		2010		8.8503		9.4061		4,071
		07		2009		7.2405		8.8503		3,923
		07		2008		10.8319		7.2405		6,638
		07		2007		10.0000		10.8319		9,335
		08		2015		12.3957		12.8497		0
		08		2014		12.5711		12.3957		0
		08		2013		10.1017		12.5711		0
		08		2012		8.9380		10.1017		0
		08		2011		9.3326		8.9380		0
		08		2010		8.7992		9.3326		0
		08		2009		7.2134		8.7992		0
		08		2008		10.8137		7.2134		0
		08		2007		10.0000		10.8137		0

335

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
MFS Massachusetts Investors Growth Stock Portfolio, Service Class		01		2015		23.5722		23.1057		77,794
		01		2014		21.5482		23.5722		93,662
		01		2013		16.8364		21.5482		111,676
		01		2012		14.6509		16.8364		87,285
		01		2011		14.8118		14.6509		106,595
		01		2010		13.3480		14.8118		145,879
		01		2009		9.7094		13.3480		177,891
		01		2008		15.7595		9.7094		227,420
		01		2007		14.4028		15.7595		282,786
		01		2006		13.6329		14.4028		197,097
		02		2015		22.9837		22.4830		90,056
		02		2014		21.0530		22.9837		97,303
		02		2013		16.4830		21.0530		123,807
		02		2012		14.3728		16.4830		132,900
		02		2011		14.5602		14.3728		161,553
		02		2010		13.1480		14.5602		187,730
		02		2009		9.5834		13.1480		272,741
		02		2008		15.5868		9.5834		312,353
		02		2007		14.2743		15.5868		371,228
		02		2006		13.5387		14.2743		357,280
		03		2015		22.8394		22.3305		35,938
		03		2014		20.9315		22.8394		36,732
		03		2013		16.3961		20.9315		15,533
		03		2012		14.3043		16.3961		10,380
		03		2011		14.4982		14.3043		10,639
		03		2010		13.0987		14.4982		8,795
		03		2009		9.5523		13.0987		13,534
		03		2008		15.5441		9.5523		19,628
		03		2007		14.2424		15.5441		23,831
		03		2006		13.5153		14.2424		14,816
		04		2015		22.4090		21.8761		131,074
		04		2014		20.5685		22.4090		91,440
		04		2013		16.1365		20.5685		161,087
		04		2012		14.0995		16.1365		124,873
		04		2011		14.3125		14.0995		148,761
		04		2010		12.9507		14.3125		188,220
		04		2009		9.4589		12.9507		238,810
		04		2008		15.4158		9.4589		317,801
		04		2007		14.1466		15.4158		563,892
		04		2006		13.4450		14.1466		426,206
		05		2015		22.2672		21.7266		1,981
		05		2014		20.4488		22.2672		2,001
		05		2013		16.0508		20.4488		2,674
		05		2012		14.0318		16.0508		2,604
		05		2011		14.2511		14.0318		2,647
		05		2010		12.9017		14.2511		7,217
		05		2009		9.4279		12.9017		7,752
		05		2008		15.3733		9.4279		8,383
		05		2007		14.1148		15.3733		7,140
		05		2006		13.4216		14.1148		565

336

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2015		21.8475		21.2844		9,083
		06		2014		20.0941		21.8475		50,178
		06		2013		15.7966		20.0941		50,913
		06		2012		13.8309		15.7966		55,506
		06		2011		14.0685		13.8309		56,345
		06		2010		12.7559		14.0685		57,831
		06		2009		9.3357		12.7559		66,899
		06		2008		15.2464		9.3357		78,971
		06		2007		14.0199		15.2464		93,782
		06		2006		13.3517		14.0199		87,254
		07		2015		19.6287		19.1130		1,526
		07		2014		18.0626		19.6287		1,609
		07		2013		14.2068		18.0626		31,414
		07		2012		12.4453		14.2068		23,328
		07		2011		12.6656		12.4453		26,868
		07		2010		11.4898		12.6656		39,986
		07		2009		8.4133		11.4898		57,570
		07		2008		13.7471		8.4133		90,642
		07		2007		12.6477		13.7471		135,960
		07		2006		12.0511		12.6477		86,955
		08		2015		19.1661		18.6244		1,228
		08		2014		17.6731		19.1661		1,390
		08		2013		13.9289		17.6731		1,628
		08		2012		12.2270		13.9289		4,608
		08		2011		12.4689		12.2270		5,448
		08		2010		11.3345		12.4689		8,047
		08		2009		8.3166		11.3345		11,408
		08		2008		13.6171		8.3166		16,256
		08		2007		12.5540		13.6171		25,492
		08		2006		11.9862		12.5540		14,305
MFS U.S. Government Money Market Portfolio, Service Class		01		2015		9.3809		9.2262		3,788,604
		01		2014		9.5383		9.3809		4,717,040
		01		2013		9.6983		9.5383		5,988,234
		01		2012		9.8619		9.6983		6,603,854
		01		2011		10.0269		9.8619		2,265,467
		01		2010		10.1951		10.0269		2,971,009
		01		2009		10.3662		10.1951		3,296,508
		01		2008		10.3541		10.3662		4,013,623
		01		2007		10.0669		10.3541		3,756,439
		01		2006		9.8103		10.0669		2,061,575
		02		2015		9.1467		8.9775		1,906,758
		02		2014		9.3191		9.1467		2,000,497
		02		2013		9.4948		9.3191		2,398,840
		02		2012		9.6748		9.4948		3,139,977
		02		2011		9.8566		9.6748		1,511,050
		02		2010		10.0424		9.8566		1,911,376
		02		2009		10.2317		10.0424		1,994,618
		02		2008		10.2407		10.2317		2,759,646
		02		2007		9.9771		10.2407		2,659,717
		02		2006		9.7424		9.9771		2,020,296

337

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2015		9.0893		8.9166		80,331
		03		2014		9.2653		9.0893		88,557
		03		2013		9.4447		9.2653		88,962
		03		2012		9.6287		9.4447		85,505
		03		2011		9.8146		9.6287		155,065
		03		2010		10.0047		9.8146		119,439
		03		2009		10.1985		10.0047		119,734
		03		2008		10.2127		10.1985		139,027
		03		2007		9.9548		10.2127		142,581
		03		2006		9.7256		9.9548		130,440
		04		2015		8.9179		8.7351		602,740
		04		2014		9.1046		8.9179		932,817
		04		2013		9.2952		9.1046		960,844
		04		2012		9.4908		9.2952		1,134,041
		04		2011		9.6889		9.4908		641,639
		04		2010		9.8917		9.6889		829,081
		04		2009		10.0987		9.8917		1,180,522
		04		2008		10.1283		10.0987		1,242,373
		04		2007		9.8878		10.1283		1,555,511
		04		2006		9.6750		9.8878		1,324,163
		05		2015		8.8615		8.6755		10,194
		05		2014		9.0516		8.8615		28,610
		05		2013		9.2458		9.0516		9,484
		05		2012		9.4453		9.2458		7,293
		05		2011		9.6473		9.4453		52,104
		05		2010		9.8543		9.6473		18,679
		05		2009		10.0657		9.8543		22,017
		05		2008		10.1004		10.0657		45,238
		05		2007		9.8656		10.1004		53,135
		05		2006		9.6581		9.8656		14,889
		06		2015		8.6945		8.4989		21,662
		06		2014		8.8946		8.6945		30,229
		06		2013		9.0994		8.8946		51,532
		06		2012		9.3100		9.0994		127,833
		06		2011		9.5237		9.3100		119,538
		06		2010		9.7430		9.5237		176,901
		06		2009		9.9672		9.7430		180,832
		06		2008		10.0170		9.9672		209,782
		06		2007		9.7992		10.0170		188,023
		06		2006		9.6078		9.7992		187,154
		07		2015		8.7477		8.5465		2,145
		07		2014		8.9536		8.7477		2,477
		07		2013		9.1644		8.9536		24,924
		07		2012		9.3814		9.1644		38,300
		07		2011		9.6016		9.3814		39,084
		07		2010		9.8277		9.6016		51,511
		07		2009		10.0591		9.8277		59,466
		07		2008		10.1144		10.0591		114,413
		07		2007		9.8997		10.1144		156,866
		07		2006		9.7113		9.8997		156,511

338

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2015		8.5415		8.3280		1,893
		08		2014		8.7605		8.5415		2,042
		08		2013		8.9852		8.7605		2,621
		08		2012		9.2168		8.9852		4,619
		08		2011		9.4525		9.2168		5,297
		08		2010		9.6949		9.4525		6,451
		08		2009		9.9435		9.6949		6,049
		08		2008		10.0188		9.9435		7,300
		08		2007		9.8262		10.0188		16,191
		08		2006		9.6589		9.8262		17,822
MFS Research International Portfolio, Service Class		01		2015		21.0106		20.2100		644,641
		01		2014		23.0104		21.0106		730,015
		01		2013		19.6982		23.0104		783,440
		01		2012		17.2251		19.6982		883,646
		01		2011		19.6916		17.2251		1,067,637
		01		2010		18.1458		19.6916		1,228,009
		01		2009		14.1381		18.1458		1,382,660
		01		2008		25.0452		14.1381		1,542,662
		01		2007		22.5761		25.0452		1,434,614
		01		2006		18.0378		22.5761		898,276
		02		2015		20.4860		19.6653		466,205
		02		2014		22.4817		20.4860		535,390
		02		2013		19.2848		22.4817		559,826
		02		2012		16.8981		19.2848		639,536
		02		2011		19.3572		16.8981		794,174
		02		2010		17.8739		19.3572		898,692
		02		2009		13.9546		17.8739		1,004,491
		02		2008		24.7710		13.9546		1,141,084
		02		2007		22.3747		24.7710		1,023,267
		02		2006		17.9132		22.3747		787,994
		03		2015		20.3574		19.5319		15,294
		03		2014		22.3519		20.3574		16,334
		03		2013		19.1832		22.3519		15,513
		03		2012		16.8177		19.1832		17,843
		03		2011		19.2748		16.8177		20,463
		03		2010		17.8069		19.2748		24,487
		03		2009		13.9093		17.8069		29,209
		03		2008		24.7032		13.9093		42,491
		03		2007		22.3248		24.7032		42,756
		03		2006		17.8823		22.3248		38,903
		04		2015		19.9736		19.1342		142,445
		04		2014		21.9641		19.9736		156,366
		04		2013		18.8792		21.9641		186,394
		04		2012		16.5767		18.8792		230,930
		04		2011		19.0278		16.5767		293,699
		04		2010		17.6056		19.0278		326,747
		04		2009		13.7733		17.6056		349,639
		04		2008		24.4992		13.7733		443,127
		04		2007		22.1746		24.4992		533,858
		04		2006		17.7892		22.1746		544,471

339

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2015		19.8473		19.0036		2,670
		05		2014		21.8364		19.8473		3,829
		05		2013		18.7791		21.8364		3,788
		05		2012		16.4973		18.7791		3,765
		05		2011		18.9462		16.4973		3,890
		05		2010		17.5391		18.9462		4,406
		05		2009		13.7282		17.5391		4,341
		05		2008		24.4317		13.7282		6,830
		05		2007		22.1248		24.4317		8,362
		05		2006		17.7583		22.1248		10,337
		06		2015		19.4731		18.6167		7,368
		06		2014		21.4576		19.4731		7,499
		06		2013		18.4816		21.4576		7,860
		06		2012		16.2610		18.4816		14,031
		06		2011		18.7035		16.2610		15,303
		06		2010		17.3409		18.7035		18,374
		06		2009		13.5939		17.3409		27,634
		06		2008		24.2300		13.5939		34,405
		06		2007		21.9761		24.2300		51,226
		06		2006		17.6658		21.9761		67,947
		07		2015		18.5366		17.7123		1,873
		07		2014		20.4361		18.5366		1,861
		07		2013		17.6108		20.4361		4,263
		07		2012		15.5027		17.6108		13,088
		07		2011		17.8405		15.5027		15,216
		07		2010		16.5492		17.8405		18,178
		07		2009		12.9799		16.5492		25,834
		07		2008		23.1475		12.9799		45,084
		07		2007		21.0050		23.1475		70,681
		07		2006		16.8939		21.0050		84,119
		08		2015		18.0998		17.2595		1,338
		08		2014		19.9954		18.0998		1,433
		08		2013		17.2663		19.9954		1,429
		08		2012		15.2308		17.2663		1,692
		08		2011		17.5634		15.2308		1,839
		08		2010		16.3256		17.5634		2,509
		08		2009		12.8308		16.3256		2,619
		08		2008		22.9287		12.8308		2,837
		08		2007		20.8494		22.9287		8,110
		08		2006		16.8029		20.8494		8,955
MFS Strategic Income Portfolio, Service Class		01		2015		16.8518		16.2321		2,727
		01		2014		16.6375		16.8518		7,164
		01		2013		16.7356		16.6375		7,640
		01		2012		15.4298		16.7356		8,733
		01		2011		15.0403		15.4298		15,532
		01		2010		13.8964		15.0403		15,929
		01		2009		11.1044		13.8964		19,798
		01		2008		13.0102		11.1044		23,328
		01		2007		12.8150		13.0102		31,038
		01		2006		12.2399		12.8150		61,250

340

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2015		16.4312		15.7948		4,884
		02		2014		16.2553		16.4312		5,087
		02		2013		16.3845		16.2553		5,129
		02		2012		15.1370		16.3845		7,268
		02		2011		14.7849		15.1370		8,155
		02		2010		13.6883		14.7849		8,487
		02		2009		10.9604		13.6883		16,010
		02		2008		12.8678		10.9604		19,737
		02		2007		12.7007		12.8678		33,249
		02		2006		12.1553		12.7007		51,381
		03		2015		16.3281		15.6877		0
		03		2014		16.1615		16.3281		0
		03		2013		16.2981		16.1615		0
		03		2012		15.0649		16.2981		0
		03		2011		14.7220		15.0649		0
		03		2010		13.6370		14.7220		0
		03		2009		10.9248		13.6370		0
		03		2008		12.8325		10.9248		0
		03		2007		12.6724		12.8325		110
		03		2006		12.1344		12.6724		3,479
		04		2015		16.0203		15.3684		664
		04		2014		15.8812		16.0203		1,620
		04		2013		16.0401		15.8812		3,194
		04		2012		14.8493		16.0401		3,198
		04		2011		14.5334		14.8493		34,627
		04		2010		13.4829		14.5334		34,100
		04		2009		10.8180		13.4829		4,314
		04		2008		12.7266		10.8180		11,566
		04		2007		12.5871		12.7266		16,984
		04		2006		12.0712		12.5871		19,325
		05		2015		15.9190		15.2634		0
		05		2014		15.7888		15.9190		0
		05		2013		15.9549		15.7888		0
		05		2012		14.7780		15.9549		0
		05		2011		14.4710		14.7780		0
		05		2010		13.4320		14.4710		0
		05		2009		10.7826		13.4320		0
		05		2008		12.6915		10.7826		0
		05		2007		12.5588		12.6915		0
		05		2006		12.0502		12.5588		0
		06		2015		15.6190		14.9528		0
		06		2014		15.5150		15.6190		0
		06		2013		15.7023		15.5150		0
		06		2012		14.5665		15.7023		0
		06		2011		14.2857		14.5665		0
		06		2010		13.2803		14.2857		0
		06		2009		10.6772		13.2803		0
		06		2008		12.5867		10.6772		0
		06		2007		12.4744		12.5867		12,939
		06		2006		11.9875		12.4744		13,964

341

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2015		14.1168		13.5078		0
		07		2014		14.0300		14.1168		0
		07		2013		14.2066		14.0300		0
		07		2012		13.1857		14.2066		0
		07		2011		12.9382		13.1857		0
		07		2010		12.0337		12.9382		0
		07		2009		9.6799		12.0337		0
		07		2008		11.4169		9.6799		0
		07		2007		11.3209		11.4169		0
		07		2006		10.8845		11.3209		0
		08		2015		13.7841		13.1625		0
		08		2014		13.7275		13.7841		0
		08		2013		13.9287		13.7275		0
		08		2012		12.9545		13.9287		0
		08		2011		12.7373		12.9545		0
		08		2010		11.8711		12.7373		0
		08		2009		9.5687		11.8711		0
		08		2008		11.3090		9.5687		0
		08		2007		11.2369		11.3090		0
		08		2006		10.8259		11.2369		0
MFS Total Return Series, Service Class		01		2015		11.3877		11.1350		8,675,823
		01		2014		10.6977		11.3877		10,219,171
		01		2013		10.0000		10.6977		12,454,046
		02		2015		11.3559		11.0812		3,571,016
		02		2014		10.6895		11.3559		4,140,918
		02		2013		10.0000		10.6895		5,054,506
		03		2015		11.3480		11.0679		86,298
		03		2014		10.6875		11.3480		138,140
		03		2013		10.0000		10.6875		144,928
		04		2015		11.3241		11.0277		1,574,204
		04		2014		10.6813		11.3241		1,747,718
		04		2013		10.0000		10.6813		2,706,718
		05		2015		11.3161		11.0143		2,394
		05		2014		10.6793		11.3161		2,296
		05		2013		10.0000		10.6793		2,312
		06		2015		11.2923		10.9743		117,821
		06		2014		10.6731		11.2923		133,744
		06		2013		10.0000		10.6731		185,897
		07		2015		11.2844		10.9609		21,841
		07		2014		10.6711		11.2844		23,073
		07		2013		10.0000		10.6711		59,853
		08		2015		11.2526		10.9078		0
		08		2014		10.6629		11.2526		0
		08		2013		10.0000		10.6629		0

342

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
MFS Growth Series, Service Class		01		2015		30.8254		32.5304		68,222
		01		2014		28.8381		30.8254		73,839
		01		2013		21.4819		28.8381		78,884
		01		2012		10.0000		21.4819		97,492
		02		2015		30.0558		31.6537		40,019
		02		2014		28.1754		30.0558		43,403
		02		2013		21.0310		28.1754		32,552
		02		2012		10.0000		21.0310		37,046
		03		2015		29.8761		31.4390		805
		03		2014		28.0127		29.8671		886
		03		2013		20.9202		28.0127		1,250
		03		2012		10.0000		20.9202		2,339
		04		2015		29.3041		30.7991		20,275
		04		2014		27.5268		29.3041		24,294
		04		2013		20.5888		27.5268		28,434
		04		2012		10.0000		20.5888		31,271
		05		2015		29.1188		30.5888		0
		05		2014		27.3668		29.1188		0
		05		2013		20.4796		27.3668		0
		05		2012		10.0000		20.4796		0
		06		2015		28.5699		29.9662		3,650
		06		2014		26.8921		28.5699		3,741
		06		2013		20.1552		26.8921		3,856
		06		2012		10.0000		20.1552		3,973
		07		2015		24.4487		25.6305		0
		07		2014		23.0247		24.4487		0
		07		2013		17.2655		23.0247		0
		07		2012		10.0000		17.2655		0
		08		2015		23.8726		24.9753		0
		08		2014		22.5282		23.8726		0
		08		2013		16.9278		22.5282		0
		08		2012		10.0000		16.9278		0
MFS Research Series, Service Class		01		2015		14.4630		14.3000		3,730,820
		01		2014		13.3767		14.4630		4,457,606
		01		2013		10.3037		13.3767		5,697,938
		01		2012		10.0000		10.3037		8,122,812
		02		2015		14.4009		14.2096		1,732,734
		02		2014		13.3464		14.4009		2,024,649
		02		2013		10.3013		13.3464		2,471,073
		02		2012		10.0000		10.3013		3,357,386
		03		2015		14.3855		14.1871		25,422
		03		2014		13.3388		14.3855		28,018
		03		2013		10.3007		13.3388		39,049
		03		2012		10.0000		10.3007		60,109

343

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2015		14.3389		14.1196		314,532
		04		2014		13.3161		14.3389		357,047
		04		2013		10.2989		13.3161		440,840
		04		2012		10.0000		10.2989		587,192
		05		2015		14.3235		14.0971		1,197
		05		2014		13.3085		14.3235		1,236
		05		2013		10.2983		13.3085		1,328
		05		2012		10.0000		10.2983		1,486
		06		2015		14.2771		14.0300		0
		06		2014		13.2858		14.2771		0
		06		2013		10.2965		13.2858		0
		06		2012		10.0000		10.2965		420
		07		2015		14.2617		14.0076		0
		07		2014		13.2782		14.2617		0
		07		2013		10.2959		13.2782		0
		07		2012		10.0000		10.2959		140
		08		2015		14.2001		13.9186		0
		08		2014		13.2479		14.2001		0
		08		2013		10.2935		13.2479		0
		08		2012		10.0000		10.2935		0
MFS Utilities Series, Service Class		01		2015		10.1034		8.4702		2,001,605
		01		2014		10.0000		10.1034		2,115,203
		02		2015		10.0952		8.4461		707,901
		02		2014		10.0000		10.0952		726,029
		03		2015		10.0932		8.4401		9,935
		03		2014		10.0000		10.0932		8,183
		04		2015		10.0870		8.4220		474,256
		04		2014		10.0000		10.0870		487,474
		05		2015		10.0850		8.4160		1,022
		05		2014		10.0000		10.0850		882
		06		2015		10.0788		8.3980		20,969
		06		2014		10.0000		10.0788		28,913
		07		2015		10.0768		8.3920		0
		07		2014		10.0000		10.0768		0
		08		2015		10.0686		8.3680		0
		08		2014		10.0000		10.0686		0
MFS Value Series, Initial Class		01		2015		14.9870		14.6312		3,479,712
		01		2014		13.7892		14.9870		3,947,397
		01		2013		10.3176		13.7892		4,875,148
		01		2012		10.0000		10.3176		6,192,151
		02		2015		14.9226		14.5387		2,778,654
		02		2014		13.7579		14.9226		3,229,891
		02		2013		10.3152		13.7579		3,945,107
		02		2012		10.0000		10.3152		5,130,877

344

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2015		14.9066		14.5157		117,397
		03		2014		13.7501		14.9066		125,106
		03		2013		10.3146		13.7501		141,498
		03		2012		10.0000		10.3146		164,675
		04		2015		14.8584		14.4466		692,115
		04		2014		13.7267		14.8584		805,483
		04		2013		10.3128		13.7267		1,058,476
		04		2012		10.0000		10.3128		1,400,269
		05		2015		14.8423		14.4236		14,926
		05		2014		13.7188		14.8423		17,986
		05		2013		10.3122		13.7188		18,866
		05		2012		10.0000		10.3122		22,768
		06		2015		14.7943		14.3549		41,222
		06		2014		13.6954		14.7943		53,780
		06		2013		10.3104		13.6954		79,680
		06		2012		10.0000		10.3104		128,273
		07		2015		14.7784		14.3321		4,087
		07		2014		13.6877		14.7784		4,704
		07		2013		10.3098		13.6877		34,791
		07		2012		10.0000		10.3098		79,999
		08		2015		14.7145		14.2410		292
		08		2014		13.6565		14.7145		331
		08		2013		10.3073		13.6565		1,462
		08		2012		10.0000		10.3073		7,544
MFS Value Series, Service Class		01		2015		14.9087		14.5258		2,228,621
		01		2014		13.7554		14.9087		2,644,781
		01		2013		10.3145		13.7554		262,776
		01		2012		10.0000		10.3145		352,368
		02		2015		14.8446		14.4340		920,211
		02		2014		13.7243		14.8446		1,095,526
		02		2013		10.3121		13.7243		67,024
		02		2012		10.0000		10.3121		88,845
		03		2015		14.8288		14.4112		57,925
		03		2014		13.7165		14.8288		59,534
		03		2013		10.3115		13.7165		921
		03		2012		10.0000		10.3115		1,126
		04		2015		14.7808		14.3425		311,504
		04		2014		13.6931		14.7808		399,045
		04		2013		10.3097		13.6931		29,734
		04		2012		10.0000		10.3097		45,989
		05		2015		14.7648		14.3198		2,684
		05		2014		13.6853		14.7648		2,705
		05		2013		10.3091		13.6853		0
		05		2012		10.0000		10.3091		0

345

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2015		14.7170		14.2515		9,241
		06		2014		13.6620		14.7170		18,663
		06		2013		10.3073		13.6620		0
		06		2012		10.0000		10.3073		0
		07		2015		14.7012		14.2289		1,818
		07		2014		13.6542		14.7012		1,868
		07		2013		10.3067		13.6542		0
		07		2012		10.0000		10.3067		0
		08		2015		14.6377		14.1384		1,621
		08		2014		13.6231		14.6377		1,816
		08		2013		10.3042		13.6231		0
		08		2012		10.0000		10.3042		0
MFS Blended Research Small Cap Equity Portfolio, Service Class		01		2015		15.4509		14.5305		1,615,164
		01		2014		14.6771		15.4509		1,869,283
		01		2013		10.2683		14.6771		2,248,378
		01		2012		9.1276		10.2683		3,266,393
		01		2011		9.7786		9.1276		3,928,708
		01		2010		8.0134		9.7786		4,206,284
		01		2009		5.9693		8.0134		5,113,170
		01		2008		9.8122		5.9693		5,916,051
		01		2007		10.0000		9.8122		3,357,669
		02		2015		15.2064		14.2714		1,048,348
		02		2014		14.4743		15.2064		1,179,457
		02		2013		10.1471		14.4743		1,394,985
		02		2012		9.0383		10.1471		1,978,492
		02		2011		9.7027		9.0383		2,342,522
		02		2010		7.9674		9.7027		2,668,357
		02		2009		5.9471		7.9674		3,220,961
		02		2008		9.7958		5.9471		3,761,551
		02		2007		10.0000		9.7958		2,130,407
		03		2015		15.1461		14.2076		19,685
		03		2014		14.4242		15.1461		22,588
		03		2013		10.1171		14.4242		20,454
		03		2012		9.0162		10.1171		32,881
		03		2011		9.6838		9.0162		37,955
		03		2010		7.9559		9.6838		59,828
		03		2009		5.9416		7.9559		72,714
		03		2008		9.7917		5.9416		86,187
		03		2007		10.0000		9.7917		71,318
		04		2015		14.9652		14.0165		184,743
		04		2014		14.2739		14.9652		198,913
		04		2013		10.0270		14.2739		237,060
		04		2012		8.9497		10.0270		319,274
		04		2011		9.6271		8.9497		378,716
		04		2010		7.9214		9.6271		411,581
		04		2009		5.9249		7.9214		496,608
		04		2008		9.7793		5.9249		562,183
		04		2007		10.0000		9.7793		341,408

346

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2015		14.9055		13.9534		0
		05		2014		14.2242		14.9055		0
		05		2013		9.9972		14.2242		0
		05		2012		8.9277		9.9972		0
		05		2011		9.6083		8.9277		0
		05		2010		7.9100		9.6083		0
		05		2009		5.9194		7.9100		0
		05		2008		9.7752		5.9194		0
		05		2007		10.0000		9.7752		0
		06		2015		14.7276		13.7657		3,331
		06		2014		14.0759		14.7276		1,122
		06		2013		9.9081		14.0759		3,951
		06		2012		8.8618		9.9081		6,041
		06		2011		9.5520		8.8618		3,223
		06		2010		7.8757		9.5520		1,946
		06		2009		5.9028		7.8757		3,393
		06		2008		9.7628		5.9028		3,215
		06		2007		10.0000		9.7628		15,708
		07		2015		14.6687		13.7037		0
		07		2014		14.0269		14.6687		0
		07		2013		9.8787		14.0269		1,377
		07		2012		8.8400		9.8787		1,708
		07		2011		9.5334		8.8400		1,709
		07		2010		7.8644		9.5334		2,100
		07		2009		5.8973		7.8644		3,441
		07		2008		9.7587		5.8973		4,181
		07		2007		10.0000		9.7587		4,448
		08		2015		14.4353		13.4581		0
		08		2014		13.8320		14.4353		0
		08		2013		9.7613		13.8320		0
		08		2012		8.7530		9.7613		0
		08		2011		9.4589		8.7530		0
		08		2010		7.8189		9.4589		0
		08		2009		5.8752		7.8189		0
		08		2008		9.7422		5.8752		0
		08		2007		10.0000		9.7422		0
MFS Conservative Allocation Portfolio, Service Class		01		2015		14.6376		14.3258		11,280,296
		01		2014		14.2543		14.6376		13,353,391
		01		2013		13.2340		14.2543		16,820,453
		01		2012		12.3783		13.2340		20,332,031
		01		2011		12.5068		12.3783		22,141,422
		01		2010		11.5980		12.5068		22,106,213
		01		2009		9.8917		11.5980		12,196,792
		01		2008		10.0000		9.8917		1,610,790

347

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2015		14.4540		14.1173		2,135,852
		02		2014		14.1042		14.4540		2,325,035
		02		2013		13.1213		14.1042		2,648,659
		02		2012		12.2980		13.1213		3,428,152
		02		2011		12.4509		12.2980		3,683,089
		02		2010		11.5698		12.4509		4,010,979
		02		2009		9.8878		11.5698		3,899,370
		02		2008		10.0000		9.8878		378,083
		03		2015		14.4086		14.0658		45,576
		03		2014		14.0670		14.4086		48,463
		03		2013		13.0934		14.0670		57,258
		03		2012		12.2781		13.0934		64,493
		03		2011		12.4371		12.2781		90,110
		03		2010		11.5627		12.4371		84,042
		03		2009		9.8868		11.5627		134,343
		03		2008		10.0000		9.8868		33,772
		04		2015		14.2723		13.9114		1,839,457
		04		2014		13.9553		14.2723		2,144,314
		04		2013		13.0093		13.9553		2,695,304
		04		2012		12.2181		13.0093		3,467,877
		04		2011		12.3952		12.2181		4,291,079
		04		2010		11.5416		12.3952		4,181,735
		04		2009		9.8838		11.5416		615,754
		04		2008		10.0000		9.8838		77,898
		05		2015		14.2272		13.8604		6,549
		05		2014		13.9183		14.2272		6,549
		05		2013		12.9815		13.9183		3,438
		05		2012		12.1982		12.9815		0
		05		2011		12.3814		12.1982		0
		05		2010		11.5345		12.3814		0
		05		2009		9.8828		11.5345		0
		05		2008		10.0000		9.8828		0
		06		2015		14.0926		13.7082		0
		06		2014		13.8078		14.0926		38,542
		06		2013		12.8982		13.8078		0
		06		2012		12.1386		12.8982		0
		06		2011		12.3397		12.1386		0
		06		2010		11.5133		12.3397		0
		06		2009		9.8798		11.5133		1,584
		06		2008		10.0000		9.8798		910
		07		2015		14.0480		13.6578		0
		07		2014		13.7711		14.0480		0
		07		2013		12.8705		13.7711		0
		07		2012		12.1188		12.8705		923
		07		2011		12.3259		12.1188		1,126
		07		2010		11.5063		12.3259		1,226
		07		2009		9.8788		11.5063		1,288
		07		2008		10.0000		9.8788		2,181

348

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2015		13.8708		13.4580		0
		08		2014		13.6253		13.8708		0
		08		2013		12.7603		13.6253		0
		08		2012		12.0398		12.7603		0
		08		2011		12.2706		12.0398		0
		08		2010		11.4781		12.2706		0
		08		2009		9.8748		11.4781		0
		08		2008		10.0000		9.8748		0
MFS Global Real Estate Portfolio, Initial Class		01		2015		23.9430		23.7233		14,850
		01		2014		21.0556		23.9430		18,546
		01		2013		20.3922		21.0556		22,894
		01		2012		15.9465		20.3922		16,277
		01		2011		17.5457		15.9465		19,001
		01		2010		15.4750		17.5457		24,250
		01		2009		12.0957		15.4750		32,930
		01		2008		22.2534		12.0957		44,321
		01		2007		26.0500		22.2534		51,360
		01		2006		19.0591		26.0500		80,784
		02		2015		23.3452		23.0839		12,310
		02		2014		20.5717		23.3452		11,706
		02		2013		19.9642		20.5717		15,843
		02		2012		15.6438		19.9642		18,135
		02		2011		17.2476		15.6438		28,235
		02		2010		15.2431		17.2476		32,466
		02		2009		11.9387		15.2431		39,289
		02		2008		22.0097		11.9387		49,598
		02		2007		25.8176		22.0097		59,722
		02		2006		18.9274		25.8176		123,492
		03		2015		23.1986		22.9273		4,292
		03		2014		20.4529		23.1986		4,470
		03		2013		19.8589		20.4529		5,022
		03		2012		15.5692		19.8589		1,586
		03		2011		17.1742		15.5692		2,171
		03		2010		15.1858		17.1742		3,447
		03		2009		11.9000		15.1858		5,888
		03		2008		21.9495		11.9000		6,762
		03		2007		25.7601		21.9495		6,080
		03		2006		18.8948		25.7601		8,640
		04		2015		22.7613		22.4606		23,980
		04		2014		20.0981		22.7613		24,964
		04		2013		19.5444		20.0981		28,963
		04		2012		15.3462		19.5444		40,199
		04		2011		16.9541		15.3462		52,042
		04		2010		15.0142		16.9541		61,178
		04		2009		11.7836		15.0142		60,013
		04		2008		21.7683		11.7836		91,962
		04		2007		25.5869		21.7683		128,268
		04		2006		18.7965		25.5869		161,540

349

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2015		22.6173		22.3072		980
		05		2014		19.9812		22.6173		969
		05		2013		19.4406		19.9812		1,293
		05		2012		15.2726		19.4406		1,078
		05		2011		16.8814		15.2726		1,253
		05		2010		14.9575		16.8814		1,212
		05		2009		11.7450		14.9575		1,453
		05		2008		21.7083		11.7450		1,550
		05		2007		25.5295		21.7083		1,399
		05		2006		18.7638		25.5295		1,445
		06		2015		22.1909		21.8531		992
		06		2014		19.6346		22.1909		1,022
		06		2013		19.1327		19.6346		1,574
		06		2012		15.0539		19.1327		2,803
		06		2011		16.6651		15.0539		3,531
		06		2010		14.7884		16.6651		3,831
		06		2009		11.6301		14.7884		8,442
		06		2008		21.5291		11.6301		11,423
		06		2007		25.3579		21.5291		22,303
		06		2006		18.6662		25.3579		23,344
		07		2015		20.0779		19.7622		227
		07		2014		17.7741		20.0779		271
		07		2013		17.3286		17.7741		1,725
		07		2012		13.6414		17.3286		9,202
		07		2011		15.1091		13.6414		11,699
		07		2010		13.4145		15.1091		15,057
		07		2009		10.5550		13.4145		19,358
		07		2008		19.5490		10.5550		26,779
		07		2007		23.0375		19.5490		33,473
		07		2006		16.9667		23.0375		34,461
		08		2015		19.6047		19.2569		0
		08		2014		17.3907		19.6047		0
		08		2013		16.9896		17.3907		0
		08		2012		13.4020		16.9896		1,120
		08		2011		14.8744		13.4020		1,684
		08		2010		13.2332		14.8744		2,124
		08		2009		10.4337		13.2332		2,234
		08		2008		19.3642		10.4337		3,892
		08		2007		22.8668		19.3642		4,635
		08		2006		16.8754		22.8668		4,559
MFS Global Real Estate Portfolio, Service Class		01		2015		16.4123		16.2173		1,239,351
		01		2014		14.4720		16.4123		1,427,972
		01		2013		14.0455		14.4720		1,855,417
		01		2012		11.0232		14.0455		1,854,663
		01		2011		12.1482		11.0232		2,509,683
		01		2010		10.7461		12.1482		2,989,403
		01		2009		8.4162		10.7461		3,364,018
		01		2008		15.5302		8.4162		3,886,213
		01		2007		18.2225		15.5302		2,662,025
		01		2006		13.3630		18.2225		1,084,083

350

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2015		16.0513		15.8283		910,138
		02		2014		14.1824		16.0513		1,046,018
		02		2013		13.7926		14.1824		1,322,883
		02		2012		10.8468		13.7926		1,376,418
		02		2011		11.9782		10.8468		1,863,559
		02		2010		10.6173		11.9782		2,147,657
		02		2009		8.3323		10.6173		2,402,720
		02		2008		15.4070		8.3323		2,793,990
		02		2007		18.1150		15.4070		1,988,626
		02		2006		13.3112		18.1150		964,673
		03		2015		15.9626		15.7328		25,595
		03		2014		14.1112		15.9626		28,689
		03		2013		13.7303		14.1112		34,303
		03		2012		10.8034		13.7303		35,776
		03		2011		11.9363		10.8034		46,962
		03		2010		10.5854		11.9363		65,495
		03		2009		8.3116		10.5854		77,135
		03		2008		15.3764		8.3116		99,599
		03		2007		18.0883		15.3764		90,182
		03		2006		13.2983		18.0883		52,817
		04		2015		15.6976		15.4480		236,201
		04		2014		13.8983		15.6976		277,555
		04		2013		13.5438		13.8983		365,256
		04		2012		10.6730		13.5438		365,708
		04		2011		11.8104		10.6730		486,267
		04		2010		10.4898		11.8104		566,667
		04		2009		8.2492		10.4898		640,301
		04		2008		15.2845		8.2492		792,140
		04		2007		18.0079		15.2845		731,128
		04		2006		13.2594		18.0079		507,416
		05		2015		15.6102		15.3541		3,879
		05		2014		13.8279		15.6102		5,197
		05		2013		13.4822		13.8279		8,011
		05		2012		10.6299		13.4822		5,447
		05		2011		11.7687		10.6299		7,055
		05		2010		10.4581		11.7687		7,867
		05		2009		8.2284		10.4581		8,135
		05		2008		15.2540		8.2284		11,525
		05		2007		17.9812		15.2540		11,287
		05		2006		13.2465		17.9812		9,761
		06		2015		15.3511		15.0761		11,186
		06		2014		13.6192		15.3511		11,828
		06		2013		13.2991		13.6192		20,452
		06		2012		10.5017		13.2991		27,917
		06		2011		11.6445		10.5017		35,464
		06		2010		10.3636		11.6445		49,470
		06		2009		8.1666		10.3636		57,706
		06		2008		15.1628		8.1666		69,671
		06		2007		17.9013		15.1628		67,657
		06		2006		13.2078		17.9013		55,056

351

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2015		15.2656		14.9845		1,148
		07		2014		13.5504		15.2656		1,271
		07		2013		13.2386		13.5504		8,274
		07		2012		10.4593		13.2386		8,314
		07		2011		11.6034		10.4593		21,007
		07		2010		10.3324		11.6034		23,340
		07		2009		8.1461		10.3324		28,950
		07		2008		15.1326		8.1461		39,585
		07		2007		17.8748		15.1326		44,133
		07		2006		13.1949		17.8748		37,437
		08		2015		14.9280		16.6231		40
		08		2014		13.2778		14.9280		46
		08		2013		12.9989		13.2778		311
		08		2012		10.2911		12.9989		456
		08		2011		11.4402		10.2911		537
		08		2010		10.2079		11.4402		535
		08		2009		8.0645		10.2079		566
		08		2008		15.0119		8.0645		657
		08		2007		17.7688		15.0119		865
		08		2006		13.1435		17.7688		764
MFS Growth Allocation Portfolio, Service Class		01		2015		18.4727		18.2220		7,685,952
		01		2014		17.8821		18.4727		9,120,805
		01		2013		14.8569		17.8821		11,875,464
		01		2012		13.4409		14.8569		12,957,243
		01		2011		14.2208		13.4409		14,479,438
		01		2010		12.7265		14.2208		15,104,090
		01		2009		10.2088		12.7265		12,512,503
		01		2008		10.0000		10.2088		1,116,443
		02		2015		18.2410		17.9568		2,625,032
		02		2014		17.6938		18.2410		3,074,682
		02		2013		14.7303		17.6938		3,896,683
		02		2012		13.3538		14.7303		4,352,916
		02		2011		14.1574		13.3538		4,484,128
		02		2010		12.6955		14.1574		4,600,008
		02		2009		10.2047		12.6955		4,203,716
		02		2008		10.0000		10.2047		627,217
		03		2015		18.1837		17.8913		47,603
		03		2014		17.6471		18.1837		5,880
		03		2013		14.6990		17.6471		5,910
		03		2012		13.3321		14.6990		12,222
		03		2011		14.1416		13.3321		12,306
		03		2010		12.6878		14.1416		12,386
		03		2009		10.2037		12.6878		24,866
		03		2008		10.0000		10.2037		52,170

352

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2015		18.0117		17.6949		748,131
		04		2014		17.5070		18.0117		853,965
		04		2013		14.6046		17.5070		1,435,543
		04		2012		13.2670		14.6046		1,553,709
		04		2011		14.0940		13.2670		1,706,806
		04		2010		12.6645		14.0940		1,825,994
		04		2009		10.2006		12.6645		1,767,202
		04		2008		10.0000		10.2006		38,126
		05		2015		17.9547		17.6299		0
		05		2014		17.4606		17.9547		0
		05		2013		14.5733		17.4606		0
		05		2012		13.2454		14.5733		0
		05		2011		14.0782		13.2454		0
		05		2010		12.6568		14.0782		0
		05		2009		10.1996		12.6568		0
		05		2008		10.0000		10.1996		0
		06		2015		17.7849		17.4364		2,654
		06		2014		17.3220		17.7849		2,657
		06		2013		14.4798		17.3220		2,659
		06		2012		13.1806		14.4798		0
		06		2011		14.0309		13.1806		0
		06		2010		12.6335		14.0309		4,147
		06		2009		10.1965		12.6335		4,147
		06		2008		10.0000		10.1965		0
		07		2015		17.7286		17.3724		2,911
		07		2014		17.2760		17.7286		9,055
		07		2013		14.4488		17.2760		9,131
		07		2012		13.1592		14.4488		9,454
		07		2011		14.0152		13.1592		9,824
		07		2010		12.6258		14.0152		4,054
		07		2009		10.1955		12.6258		0
		07		2008		10.0000		10.1955		0
		08		2015		17.5050		17.1182		0
		08		2014		17.0931		17.5050		0
		08		2013		14.3250		17.0931		0
		08		2012		13.0733		14.3250		0
		08		2011		13.9523		13.0733		0
		08		2010		12.5949		13.9523		0
		08		2009		10.1913		12.5949		0
		08		2008		10.0000		10.1913		0
MFS Inflation-Adjusted Bond Portfolio, Service Class		01		2015		12.3967		11.5502		2,366,133
		01		2014		12.1863		12.3967		2,794,196
		01		2013		13.0821		12.1863		3,729,510
		01		2012		12.3837		13.0821		4,613,615
		01		2011		11.2702		12.3837		4,639,072
		01		2010		10.9228		11.2702		4,581,870
		01		2009		10.2495		10.9228		2,123,120
		01		2008		10.0000		10.2495		37,337

353

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2015		12.2411		11.3820		511,075
		02		2014		12.0580		12.2411		598,761
		02		2013		12.9707		12.0580		862,388
		02		2012		12.3034		12.9707		1,061,812
		02		2011		11.2198		12.3034		1,001,310
		02		2010		10.8962		11.2198		907,248
		02		2009		10.2454		10.8962		638,383
		02		2008		10.0000		10.2454		36,135
		03		2015		12.2027		11.3405		23,335
		03		2014		12.0262		12.2027		23,980
		03		2013		12.9431		12.0262		19,562
		03		2012		12.2835		12.9431		19,370
		03		2011		11.2073		12.2835		18,852
		03		2010		10.8896		11.2073		16,236
		03		2009		10.2444		10.8896		11,024
		03		2008		10.0000		10.2444		0
		04		2015		12.0873		11.2160		388,886
		04		2014		11.9307		12.0873		454,150
		04		2013		12.8601		11.9307		611,227
		04		2012		12.2235		12.8601		660,848
		04		2011		11.1697		12.2235		645,980
		04		2010		10.8697		11.1697		668,132
		04		2009		10.2413		10.8697		182,103
		04		2008		10.0000		10.2413		439
		05		2015		12.0490		11.1749		0
		05		2014		11.8991		12.0490		0
		05		2013		12.8325		11.8991		0
		05		2012		12.2036		12.8325		0
		05		2011		11.1571		12.2036		0
		05		2010		10.8630		11.1571		0
		05		2009		10.2403		10.8630		0
		05		2008		10.0000		10.2403		0
		06		2015		11.9351		11.0522		4,172
		06		2014		11.8046		11.9351		4,064
		06		2013		12.7502		11.8046		3,977
		06		2012		12.1440		12.7502		23,370
		06		2011		11.1196		12.1440		23,637
		06		2010		10.8431		11.1196		11,493
		06		2009		10.2372		10.8431		3,062
		06		2008		10.0000		10.2372		0
		07		2015		11.8973		11.0116		0
		07		2014		11.7733		11.8973		0
		07		2013		12.7228		11.7733		7,099
		07		2012		12.1242		12.7228		7,255
		07		2011		11.1071		12.1242		6,273
		07		2010		10.8365		11.1071		8,561
		07		2009		10.2361		10.8365		8,155
		07		2008		10.0000		10.2361		0

354

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2015		11.7472		10.8504		0
		08		2014		11.6486		11.7472		0
		08		2013		12.6139		11.6486		0
		08		2012		12.0451		12.6139		0
		08		2011		11.0573		12.0451		0
		08		2010		10.8099		11.0573		0
		08		2009		10.2320		10.8099		0
		08		2008		10.0000		10.2320		0
MFS Limited Maturity Portfolio, Initial Class		01		2015		10.2091		10.0886		8,543,187
		01		2014		10.2977		10.2091		9,842,579
		01		2013		10.3965		10.2977		11,044,265
		01		2012		10.3398		10.3965		11,261,979
		01		2011		10.4578		10.3398		12,875,352
		01		2010		10.3826		10.4578		16,601,121
		01		2009		10.1723		10.3826		17,860,309
		01		2008		10.0000		10.1723		1,148,331
		02		2015		10.0684		9.9293		6,723,004
		02		2014		10.1765		10.0684		7,902,089
		02		2013		10.2950		10.1765		8,684,927
		02		2012		10.2599		10.2950		9,046,353
		02		2011		10.3981		10.2599		9,892,447
		02		2010		10.3444		10.3981		11,843,196
		02		2009		10.1555		10.3444		12,515,757
		02		2008		10.0000		10.1555		528,381
		03		2015		10.0336		9.8900		268,975
		03		2014		10.1465		10.0336		300,773
		03		2013		10.2699		10.1465		319,895
		03		2012		10.2401		10.2699		332,434
		03		2011		10.3833		10.2401		390,076
		03		2010		10.3349		10.3833		544,711
		03		2009		10.1513		10.3349		562,477
		03		2008		10.0000		10.1513		27,118
		04		2015		9.9294		9.7722		1,582,195
		04		2014		10.0565		9.9294		1,873,348
		04		2013		10.1944		10.0565		2,249,177
		04		2012		10.1805		10.1944		2,293,181
		04		2011		10.3386		10.1805		2,571,191
		04		2010		10.3062		10.3386		3,158,496
		04		2009		10.1387		10.3062		3,430,934
		04		2008		10.0000		10.1387		116,645
		05		2015		9.8948		9.7333		28,287
		05		2014		10.0266		9.8948		34,360
		05		2013		10.1694		10.0266		32,071
		05		2012		10.1606		10.1694		30,306
		05		2011		10.3238		10.1606		35,337
		05		2010		10.2967		10.3238		42,755
		05		2009		10.1345		10.2967		45,302
		05		2008		10.0000		10.1345		0

355

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2015		9.7920		9.6174		80,854
		06		2014		9.9377		9.7920		102,812
		06		2013		10.0946		9.9377		159,964
		06		2012		10.1015		10.0946		205,155
		06		2011		10.2794		10.1015		224,580
		06		2010		10.2681		10.2794		333,929
		06		2009		10.1219		10.2681		351,063
		06		2008		10.0000		10.1219		6,226
		07		2015		9.7580		9.5791		8,729
		07		2014		9.9082		9.7580		10,033
		07		2013		10.0698		9.9082		77,310
		07		2012		10.0819		10.0698		82,179
		07		2011		10.2646		10.0819		115,810
		07		2010		10.2586		10.2646		136,691
		07		2009		10.1177		10.2586		163,247
		07		2008		10.0000		10.1177		2,233
		08		2015		9.6228		9.4270		3,384
		08		2014		9.7910		9.6228		3,691
		08		2013		9.9710		9.7910		6,224
		08		2012		10.0036		9.9710		6,519
		08		2011		10.2057		10.0036		6,287
		08		2010		10.2207		10.2057		7,107
		08		2009		10.1009		10.2207		6,835
		08		2008		10.0000		10.1009		0
MFS Limited Maturity Portfolio, Service Class		01		2015		10.0243		9.8863		3,982,226
		01		2014		10.1430		10.0243		4,762,235
		01		2013		10.2637		10.1430		5,372,619
		01		2012		10.2315		10.2637		4,325,078
		01		2011		10.3846		10.2315		4,712,906
		01		2010		10.3358		10.3846		4,857,903
		01		2009		10.1517		10.3358		3,657,506
		01		2008		10.0000		10.1517		2,179,391
		02		2015		9.8862		9.7303		920,546
		02		2014		10.0236		9.8862		1,167,428
		02		2013		10.1636		10.0236		1,355,135
		02		2012		10.1525		10.1636		1,326,430
		02		2011		10.3254		10.1525		1,389,871
		02		2010		10.2977		10.3254		1,322,965
		02		2009		10.1350		10.2977		1,276,564
		02		2008		10.0000		10.1350		807,476
		03		2015		9.8520		9.6917		5,842
		03		2014		9.9941		9.8520		7,083
		03		2013		10.1388		9.9941		6,935
		03		2012		10.1329		10.1388		5,914
		03		2011		10.3106		10.1329		5,627
		03		2010		10.2882		10.3106		6,615
		03		2009		10.1308		10.2882		6,583
		03		2008		10.0000		10.1308		2,610

356

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2015		9.7497		9.5764		536,467
		04		2014		9.9054		9.7497		655,679
		04		2013		10.0643		9.9054		874,475
		04		2012		10.0739		10.0643		646,106
		04		2011		10.2663		10.0739		568,571
		04		2010		10.2597		10.2663		522,703
		04		2009		10.1182		10.2597		172,130
		04		2008		10.0000		10.1182		84,878
		05		2015		9.7158		9.5382		0
		05		2014		9.8760		9.7158		0
		05		2013		10.0396		9.8760		0
		05		2012		10.0543		10.0396		0
		05		2011		10.2516		10.0543		0
		05		2010		10.2502		10.2516		0
		05		2009		10.1140		10.2502		0
		05		2008		10.0000		10.1140		0
		06		2015		9.6148		9.4246		0
		06		2014		9.7884		9.6148		0
		06		2013		9.9657		9.7884		0
		06		2012		9.9958		9.9657		0
		06		2011		10.2075		9.9958		0
		06		2010		10.2218		10.2075		0
		06		2009		10.1015		10.2218		0
		06		2008		10.0000		10.1015		0
		07		2015		9.5814		9.3870		0
		07		2014		9.7594		9.5814		0
		07		2013		9.9412		9.7594		0
		07		2012		9.9763		9.9412		0
		07		2011		10.1928		9.9763		0
		07		2010		10.2124		10.1928		0
		07		2009		10.0973		10.2124		0
		07		2008		10.0000		10.0973		0
		08		2015		9.4486		9.2381		0
		08		2014		9.6439		9.4486		0
		08		2013		9.8437		9.6439		0
		08		2012		9.8988		9.8437		0
		08		2011		10.1343		9.8988		0
		08		2010		10.1746		10.1343		0
		08		2009		10.0805		10.1746		0
		08		2008		10.0000		10.0805		0
MFS Mid Cap Value Portfolio, Initial Class		01		2015		17.6400		16.9453		509,161
		01		2014		16.2515		17.6400		591,085
		01		2013		12.0691		16.2515		688,102
		01		2012		10.5452		12.0691		894,773
		01		2011		10.4631		10.5452		1,109,410
		01		2010		8.7109		10.4631		1,512,514
		01		2009		7.0471		8.7109		1,895,556
		01		2008		10.0000		7.0471		109,938

357

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2015		17.3969		16.6777		456,800
		02		2014		16.0602		17.3969		537,873
		02		2013		11.9513		16.0602		642,128
		02		2012		10.4637		11.9513		802,622
		02		2011		10.4034		10.4637		914,722
		02		2010		8.6788		10.4034		1,136,664
		02		2009		7.0355		8.6788		1,426,167
		02		2008		10.0000		7.0355		29,279
		03		2015		17.3368		16.6117		15,105
		03		2014		16.0129		17.3368		15,212
		03		2013		11.9221		16.0129		21,205
		03		2012		10.4435		11.9221		24,335
		03		2011		10.3885		10.4435		30,769
		03		2010		8.6708		10.3885		35,118
		03		2009		7.0326		8.6708		45,830
		03		2008		10.0000		7.0326		1,546
		04		2015		17.1566		16.4138		109,007
		04		2014		15.8708		17.1566		136,600
		04		2013		11.8344		15.8708		162,981
		04		2012		10.3827		11.8344		231,067
		04		2011		10.3438		10.3827		272,674
		04		2010		8.6467		10.3438		336,595
		04		2009		7.0238		8.6467		440,947
		04		2008		10.0000		7.0238		12,445
		05		2015		17.0970		16.3484		1,675
		05		2014		15.8237		17.0970		2,435
		05		2013		11.8053		15.8237		2,604
		05		2012		10.3625		11.8053		3,096
		05		2011		10.3290		10.3625		5,725
		05		2010		8.6387		10.3290		8,743
		05		2009		7.0209		8.6387		9,304
		05		2008		10.0000		7.0209		0
		06		2015		16.9193		16.1537		13,431
		06		2014		15.6833		16.9193		21,973
		06		2013		11.7185		15.6833		21,302
		06		2012		10.3021		11.7185		28,150
		06		2011		10.2845		10.3021		32,695
		06		2010		8.6147		10.2845		32,565
		06		2009		7.0121		8.6147		42,894
		06		2008		10.0000		7.0121		0
		07		2015		16.8605		16.0893		324
		07		2014		15.6368		16.8605		357
		07		2013		11.6897		15.6368		1,519
		07		2012		10.2821		11.6897		9,223
		07		2011		10.2698		10.2821		10,939
		07		2010		8.6068		10.2698		10,045
		07		2009		7.0092		8.6068		13,551
		07		2008		10.0000		7.0092		145

358

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2015		16.6268		15.8339		0
		08		2014		15.4517		16.6268		0
		08		2013		11.5750		15.4517		145
		08		2012		10.2022		11.5750		270
		08		2011		10.2108		10.2022		280
		08		2010		8.5749		10.2108		296
		08		2009		6.9975		8.5749		318
		08		2008		10.0000		6.9975		0
MFS Mid Cap Value Portfolio, Service Class		01		2015		17.3305		16.5910		600,352
		01		2014		15.9956		17.3305		664,151
		01		2013		11.9127		15.9956		814,437
		01		2012		10.4414		11.9127		929,843
		01		2011		10.3738		10.4414		957,973
		01		2010		8.6728		10.3738		870,212
		01		2009		7.0331		8.6728		691,826
		01		2008		10.0000		7.0331		164,886
		02		2015		17.0917		16.3290		111,203
		02		2014		15.8073		17.0917		109,301
		02		2013		11.7965		15.8073		132,813
		02		2012		10.3607		11.7965		197,235
		02		2011		10.3146		10.3607		243,199
		02		2010		8.6408		10.3146		242,046
		02		2009		7.0215		8.6408		252,415
		02		2008		10.0000		7.0215		74,747
		03		2015		17.0327		16.2644		1,123
		03		2014		15.7607		17.0327		1,320
		03		2013		11.7677		15.7607		520
		03		2012		10.3407		11.7677		601
		03		2011		10.2999		10.3407		637
		03		2010		8.6329		10.2999		653
		03		2009		7.0186		8.6329		708
		03		2008		10.0000		7.0186		0
		04		2015		16.8557		16.0707		59,817
		04		2014		15.6208		16.8557		82,690
		04		2013		11.6811		15.6208		116,109
		04		2012		10.2805		11.6811		129,965
		04		2011		10.2556		10.2805		147,946
		04		2010		8.6089		10.2556		111,339
		04		2009		7.0098		8.6089		36,671
		04		2008		10.0000		7.0098		2,932
		05		2015		16.7971		16.0067		0
		05		2014		15.5745		16.7971		0
		05		2013		11.6524		15.5745		0
		05		2012		10.2605		11.6524		0
		05		2011		10.2408		10.2605		0
		05		2010		8.6009		10.2408		0
		05		2009		7.0069		8.6009		0
		05		2008		10.0000		7.0069		0

359

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2015		16.6225		15.8160		0
		06		2014		15.4363		16.6225		0
		06		2013		11.5667		15.4363		0
		06		2012		10.2007		11.5667		0
		06		2011		10.1968		10.2007		0
		06		2010		8.5770		10.1968		0
		06		2009		6.9982		8.5770		0
		06		2008		10.0000		6.9982		0
		07		2015		16.5647		15.7530		0
		07		2014		15.3905		16.5647		0
		07		2013		11.5383		15.3905		0
		07		2012		10.1809		11.5383		0
		07		2011		10.1821		10.1809		0
		07		2010		8.5691		10.1821		0
		07		2009		6.9953		8.5691		0
		07		2008		10.0000		6.9953		0
		08		2015		16.3352		15.5029		0
		08		2014		15.2084		16.3352		0
		08		2013		11.4251		15.2084		0
		08		2012		10.1018		11.4251		0
		08		2011		10.1237		10.1018		0
		08		2010		8.5373		10.1237		0
		08		2009		6.9836		8.5373		0
		08		2008		10.0000		6.9836		0
MFS Moderate Allocation Portfolio, Service Class		01		2015		16.7475		16.4927		28,089,546
		01		2014		16.2115		16.7475		32,979,094
		01		2013		14.1479		16.2115		38,869,179
		01		2012		13.0319		14.1479		41,029,236
		01		2011		13.4940		13.0319		42,369,861
		01		2010		12.2696		13.4940		41,899,782
		01		2009		10.0897		12.2696		17,726,205
		01		2008		10.0000		10.0897		1,435,279
		02		2015		16.5374		16.2527		4,046,884
		02		2014		16.0407		16.5374		4,726,183
		02		2013		14.0275		16.0407		5,393,736
		02		2012		12.9474		14.0275		6,808,170
		02		2011		13.4338		12.9474		7,164,051
		02		2010		12.2397		13.4338		7,288,149
		02		2009		10.0856		12.2397		6,405,527
		02		2008		10.0000		10.0856		515,458
		03		2015		16.4855		16.1934		22,335
		03		2014		15.9984		16.4855		70,502
		03		2013		13.9976		15.9984		70,980
		03		2012		12.9264		13.9976		79,710
		03		2011		13.4188		12.9264		59,271
		03		2010		12.2323		13.4188		62,239
		03		2009		10.0846		12.2323		11,735
		03		2008		10.0000		10.0846		7,255

360

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2015		16.3295		16.0156		5,556,604
		04		2014		15.8714		16.3295		6,531,402
		04		2013		13.9078		15.8714		7,851,241
		04		2012		12.8633		13.9078		8,156,766
		04		2011		13.3737		12.8633		7,978,171
		04		2010		12.2099		13.3737		7,833,901
		04		2009		10.0815		12.2099		1,056,034
		04		2008		10.0000		10.0815		3,227
		05		2015		16.2779		15.9568		0
		05		2014		15.8293		16.2779		0
		05		2013		13.8780		15.8293		0
		05		2012		12.8423		13.8780		0
		05		2011		13.3587		12.8423		0
		05		2010		12.2024		13.3587		0
		05		2009		10.0805		12.2024		0
		05		2008		10.0000		10.0805		0
		06		2015		16.1239		15.7817		315
		06		2014		15.7037		16.1239		239
		06		2013		13.7889		15.7037		841
		06		2012		12.7795		13.7889		3,651
		06		2011		13.3138		12.7795		2,888
		06		2010		12.1800		13.3138		20,084
		06		2009		10.0775		12.1800		37,639
		06		2008		10.0000		10.0775		0
		07		2015		16.0729		15.7237		0
		07		2014		15.6620		16.0729		0
		07		2013		13.7593		15.6620		0
		07		2012		12.7587		13.7593		863
		07		2011		13.2989		12.7587		1,073
		07		2010		12.1726		13.2989		7,644
		07		2009		10.0764		12.1726		5,672
		07		2008		10.0000		10.0764		0
		08		2015		15.8702		15.4936		0
		08		2014		15.4961		15.8702		0
		08		2013		13.6415		15.4961		0
		08		2012		12.6755		13.6415		0
		08		2011		13.2392		12.6755		0
		08		2010		12.1427		13.2392		0
		08		2009		10.0724		12.1427		0
		08		2008		10.0000		10.0724		0
MFS New Discovery Value Portfolio, Service Class		01		2015		19.7158		18.8280		94,920
		01		2014		19.4265		19.7158		113,935
		01		2013		14.1414		19.4265		144,632
		01		2012		13.1201		14.1414		212,471
		01		2011		14.2679		13.1201		219,071
		01		2010		11.9564		14.2679		292,361
		01		2009		9.3466		11.9564		236,126
		01		2008		10.0000		9.3466		6,292

361

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2015		19.4684		18.5539		20,219
		02		2014		19.2218		19.4684		23,278
		02		2013		14.0209		19.2218		39,763
		02		2012		13.0350		14.0209		54,365
		02		2011		14.2042		13.0350		70,244
		02		2010		11.9272		14.2042		80,641
		02		2009		9.3429		11.9272		66,109
		02		2008		10.0000		9.3429		6,576
		03		2015		19.4072		18.4862		13,112
		03		2014		19.1712		19.4072		12,809
		03		2013		13.9910		19.1712		0
		03		2012		13.0139		13.9910		0
		03		2011		14.1883		13.0139		0
		03		2010		11.9200		14.1883		0
		03		2009		9.3419		11.9200		0
		03		2008		10.0000		9.3419		0
		04		2015		19.2236		18.2833		9,409
		04		2014		19.0190		19.2236		11,274
		04		2013		13.9012		19.0190		10,688
		04		2012		12.9503		13.9012		14,394
		04		2011		14.1406		12.9503		14,677
		04		2010		11.8981		14.1406		24,449
		04		2009		9.3391		11.8981		15,881
		04		2008		10.0000		9.3391		5,379
		05		2015		19.1628		18.2161		0
		05		2014		18.9685		19.1628		0
		05		2013		13.8714		18.9685		0
		05		2012		12.9291		13.8714		0
		05		2011		14.1248		12.9291		0
		05		2010		11.8908		14.1248		0
		05		2009		9.3381		11.8908		0
		05		2008		10.0000		9.3381		0
		06		2015		18.9816		18.0162		0
		06		2014		18.8179		18.9816		0
		06		2013		13.7823		18.8179		0
		06		2012		12.8660		13.7823		0
		06		2011		14.0773		12.8660		0
		06		2010		11.8690		14.0773		0
		06		2009		9.3353		11.8690		0
		06		2008		10.0000		9.3353		0
		07		2015		18.9215		17.9500		0
		07		2014		18.7679		18.9215		0
		07		2013		13.7528		18.7679		12,597
		07		2012		12.8450		13.7528		0
		07		2011		14.0615		12.8450		0
		07		2010		11.8617		14.0615		0
		07		2009		9.3343		11.8617		0
		07		2008		10.0000		9.3343		0

362

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2015		18.6828		17.6873		0
		08		2014		18.5692		18.6828		0
		08		2013		13.6350		18.5692		0
		08		2012		12.7612		13.6350		0
		08		2011		13.9983		12.7612		0
		08		2010		11.8327		13.9983		0
		08		2009		9.3306		11.8327		0
		08		2008		10.0000		9.3306		0
MFS Mid Cap Growth Series, Service Class		01		2015		22.7865		23.4039		319,652
		01		2014		21.3422		22.7865		390,744
		01		2013		15.8144		21.3422		465,642
		01		2012		10.0000		15.8144		627,009
		02		2015		22.2176		22.7731		154,896
		02		2014		20.8517		22.2176		194,375
		02		2013		15.4824		20.8517		246,281
		02		2012		10.0000		15.4824		351,240
		03		2015		22.0780		22.6186		4,391
		03		2014		20.7313		22.0780		5,201
		03		2013		15.4008		20.7313		4,978
		03		2012		10.0000		15.4008		2,808
		04		2015		21.6617		22.1581		40,374
		04		2014		20.3716		21.6617		48,279
		04		2013		15.1568		20.3716		56,966
		04		2012		10.0000		15.1568		72,530
		05		2015		21.5248		22.0068		981
		05		2014		20.2532		21.5248		1,039
		05		2013		15.0764		20.2532		1,061
		05		2012		10.0000		15.0764		1,094
		06		2015		21.1190		21.5588		1,527
		06		2014		19.9018		21.1190		1,562
		06		2013		14.8376		19.9018		1,703
		06		2012		10.0000		14.8376		2,942
		07		2015		17.9076		18.2712		185
		07		2014		16.8841		17.9076		227
		07		2013		12.5942		16.8841		1,730
		07		2012		10.0000		12.5942		11,038
		08		2015		17.4854		17.8040		0
		08		2014		16.5199		17.4854		0
		08		2013		12.3477		16.5199		0
		08		2012		10.0000		12.3477		1,526
MFS New Discovery Series, Service Class		01		2015		13.3690		12.8663		696,479
		01		2014		14.6946		13.3690		796,692
		01		2013		10.5800		14.6946		286,030
		01		2012		10.0000		10.5800		343,457

363

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2015		13.3115		12.7849		574,941
		02		2014		14.6613		13.3115		693,353
		02		2013		10.5775		14.6613		85,940
		02		2012		10.0000		10.5775		90,589
		03		2015		13.2972		12.7647		28,275
		03		2014		14.6530		13.2972		31,285
		03		2013		10.5769		14.6530		254
		03		2012		10.0000		10.5769		319
		04		2015		13.2542		12.7039		207,948
		04		2014		14.6280		13.2542		243,225
		04		2013		10.5751		14.6280		54,258
		04		2012		10.0000		10.5751		42,175
		05		2015		13.2399		12.6837		5,267
		05		2014		14.6197		13.2399		6,863
		05		2013		10.5744		14.6197		0
		05		2012		10.0000		10.5744		0
		06		2015		13.1970		12.6233		13,610
		06		2014		14.5947		13.1970		21,079
		06		2013		10.5726		14.5947		0
		06		2012		10.0000		10.5726		0
		07		2015		13.1828		12.6032		1,693
		07		2014		14.5864		13.1828		1,900
		07		2013		10.5720		14.5864		0
		07		2012		10.0000		10.5720		401
		08		2015		13.1258		12.5230		62
		08		2014		14.5532		13.1258		72
		08		2013		10.5695		14.5532		0
		08		2012		10.0000		10.5695		0
MFS Total Return Bond Series, Service Class		01		2015		10.6674		10.4305		10,933,881
		01		2014		10.2693		10.6674		13,417,715
		01		2013		10.5779		10.2693		17,377,744
		01		2012		10.0474		10.5779		21,100,414
		01		2011		10.0000		10.0474		1,636
		02		2015		10.5963		10.3399		1,725,642
		02		2014		10.2216		10.5963		2,020,707
		02		2013		10.5503		10.2216		2,490,801
		02		2012		10.0417		10.5503		3,281,076
		02		2011		10.0000		10.0417		664
		03		2015		10.5786		10.3174		105,304
		03		2014		10.2098		10.5786		107,984
		03		2013		10.5434		10.2098		110,014
		03		2012		10.0403		10.5434		117,331
		03		2011		10.0000		10.0403		0
		04		2015		10.5255		10.2499		1,806,160
		04		2014		10.1741		10.5255		2,156,094
		04		2013		10.5226		10.1741		2,790,794
		04		2012		10.0360		10.5226		3,278,644
		04		2011		10.0000		10.0360		6,329

364

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2015		10.5078		10.2274		0
		05		2014		10.1622		10.5078		0
		05		2013		10.5157		10.1622		0
		05		2012		10.0345		10.5157		0
		05		2011		10.0000		10.0345		0
		06		2015		10.4551		10.1605		5,708
		06		2014		10.1267		10.4551		5,506
		06		2013		10.4951		10.1267		11,572
		06		2012		10.0302		10.4951		15,027
		06		2011		10.0000		10.0302		0
		07		2015		10.4375		10.1382		0
		07		2014		10.1149		10.4375		0
		07		2013		10.4882		10.1149		0
		07		2012		10.0288		10.4882		2,565
		07		2011		10.0000		10.0288		0
		08		2015		10.3676		10.0497		0
		08		2014		10.0676		10.3676		0
		08		2013		10.4606		10.0676		0
		08		2012		10.0231		10.4606		0
		08		2011		10.0000		10.0231		0
Universal Institutional Funds, Inc. - Mid Cap Growth Portfolio, Class II		01		2015		16.6590		15.4027		99,604
		01		2014		16.6323		16.6590		129,280
		01		2013		12.3005		16.6323		148,914
		01		2012		11.5292		12.3005		211,401
		01		2011		12.6283		11.5292		241,818
		01		2010		9.7074		12.6283		234,569
		01		2009		6.2721		9.7074		204,430
		01		2008		10.0000		6.2721		25,372
		02		2015		16.4293		15.1594		28,828
		02		2014		16.4364		16.4293		28,799
		02		2013		12.1803		16.4364		44,932
		02		2012		11.4400		12.1803		71,721
		02		2011		12.5561		11.4400		79,634
		02		2010		9.6716		12.5561		130,055
		02		2009		6.2617		9.6716		92,572
		02		2008		10.0000		6.2617		19,640
		03		2015		16.3726		15.0994		1,306
		03		2014		16.3880		16.3726		1,778
		03		2013		12.1506		16.3880		0
		03		2012		11.4179		12.1506		0
		03		2011		12.5383		11.4179		0
		03		2010		9.6627		12.5383		0
		03		2009		6.2591		9.6627		0
		03		2008		10.0000		6.2591		0

365

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2015		16.2024		14.9196		8,690
		04		2014		16.2426		16.2024		8,775
		04		2013		12.0613		16.2426		74,313
		04		2012		11.3514		12.0613		79,709
		04		2011		12.4843		11.3514		82,101
		04		2010		9.6359		12.4843		101,693
		04		2009		6.2513		9.6359		36,898
		04		2008		10.0000		6.2513		13,631
		05		2015		16.1461		14.8601		0
		05		2014		16.1944		16.1461		0
		05		2013		12.0316		16.1944		0
		05		2012		11.3294		12.0316		0
		05		2011		12.4664		11.3294		0
		05		2010		9.6269		12.4664		0
		05		2009		6.2487		9.6269		0
		05		2008		10.0000		6.2487		0
		06		2015		15.9783		14.6831		0
		06		2014		16.0507		15.9783		0
		06		2013		11.9431		16.0507		0
		06		2012		11.2633		11.9431		0
		06		2011		12.4128		11.2633		0
		06		2010		9.6002		12.4128		0
		06		2009		6.2409		9.6002		0
		06		2008		10.0000		6.2409		0
		07		2015		15.9227		14.6246		0
		07		2014		16.0030		15.9227		0
		07		2013		11.9138		16.0030		0
		07		2012		11.2414		11.9138		0
		07		2011		12.3950		11.2414		0
		07		2010		9.5913		12.3950		0
		07		2009		6.2383		9.5913		0
		07		2008		10.0000		6.2383		0
		08		2015		15.7020		14.3924		0
		08		2014		15.8136		15.7020		0
		08		2013		11.7969		15.8136		0
		08		2012		11.1541		11.7969		0
		08		2011		12.3238		11.1541		0
		08		2010		9.5558		12.3238		0
		08		2009		6.2279		9.5558		0
		08		2008		10.0000		6.2279		0

366

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
Oppenheimer Capital Appreciation Fund/VA - Service Shares		01		2015		22.7091		23.0643		142,003
		01		2014		20.0560		22.7091		182,352
		01		2013		15.7557		20.0560		203,243
		01		2012		14.0776		15.7557		226,584
		01		2011		14.5127		14.0776		271,025
		01		2010		13.5199		14.5127		298,798
		01		2009		9.5362		13.5199		277,688
		01		2008		17.8456		9.5362		268,286
		01		2007		15.9378		17.8456		243,266
		01		2006		15.0485		15.9378		234,222
		02		2015		22.1421		22.4427		96,314
		02		2014		19.5951		22.1421		103,247
		02		2013		15.4250		19.5951		110,660
		02		2012		13.8104		15.4250		147,645
		02		2011		14.2662		13.8104		173,357
		02		2010		13.3173		14.2662		196,670
		02		2009		9.4124		13.3173		252,236
		02		2008		17.6502		9.4124		287,166
		02		2007		15.7955		17.6502		323,006
		02		2006		14.9445		15.7955		347,822
		03		2015		22.0031		22.2904		9,443
		03		2014		19.4820		22.0031		10,266
		03		2013		15.3437		19.4820		11,376
		03		2012		13.7446		15.3437		5,735
		03		2011		14.2055		13.7446		12,214
		03		2010		13.2673		14.2055		18,581
		03		2009		9.3819		13.2673		23,740
		03		2008		17.6018		9.3819		37,080
		03		2007		15.7603		17.6018		31,849
		03		2006		14.9187		15.7603		35,724
		04		2015		21.5883		21.8367		79,157
		04		2014		19.1440		21.5883		87,389
		04		2013		15.1006		19.1440		102,515
		04		2012		13.5478		15.1006		160,844
		04		2011		14.0234		13.5478		153,761
		04		2010		13.1174		14.0234		181,889
		04		2009		9.2901		13.1174		187,222
		04		2008		17.4565		9.2901		247,067
		04		2007		15.6543		17.4565		295,400
		04		2006		14.8411		15.6543		380,405

367

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2015		21.4517		21.6875		1,991
		05		2014		19.0326		21.4517		2,062
		05		2013		15.0205		19.0326		2,254
		05		2012		13.4828		15.0205		2,188
		05		2011		13.9632		13.4828		4,783
		05		2010		13.0677		13.9632		4,787
		05		2009		9.2597		13.0677		5,237
		05		2008		17.4083		9.2597		5,553
		05		2007		15.6191		17.4083		4,750
		05		2006		14.8153		15.6191		3,964
		06		2015		21.0473		21.2461		9,824
		06		2014		18.7025		21.0473		14,217
		06		2013		14.7826		18.7025		14,210
		06		2012		13.2897		14.7826		19,133
		06		2011		13.7844		13.2897		20,264
		06		2010		12.9201		13.7844		24,026
		06		2009		9.1691		12.9201		38,812
		06		2008		17.2647		9.1691		49,318
		06		2007		15.5141		17.2647		47,012
		06		2006		14.7382		15.5141		61,040
		07		2015		17.9830		18.1436		372
		07		2014		15.9877		17.9830		447
		07		2013		12.6432		15.9877		3,651
		07		2012		11.3722		12.6432		22,781
		07		2011		11.8016		11.3722		25,768
		07		2010		11.0673		11.8016		35,903
		07		2009		7.8582		11.0673		44,596
		07		2008		14.8040		7.8582		60,352
		07		2007		13.3097		14.8040		68,563
		07		2006		12.6505		13.3097		96,737
		08		2015		17.5591		17.6797		0
		08		2014		15.6429		17.5591		0
		08		2013		12.3959		15.6429		0
		08		2012		11.1727		12.3959		3,029
		08		2011		11.6182		11.1727		4,031
		08		2010		10.9177		11.6182		5,366
		08		2009		7.7678		10.9177		5,484
		08		2008		14.6639		7.7678		10,118
		08		2007		13.2110		14.6639		12,327
		08		2006		12.5823		13.2110		15,583
Oppenheimer Conservative Balanced Fund/VA - Service Shares		01		2015		9.6976		9.5917		225,686
		01		2014		9.1285		9.6976		252,269
		01		2013		8.2259		9.1285		291,796
		01		2012		7.4614		8.2259		345,356
		01		2011		7.5573		7.4614		381,466
		01		2010		6.8195		7.5573		483,176
		01		2009		5.7023		6.8195		453,545
		01		2008		10.2837		5.7023		156,860
		01		2007		10.0000		10.2837		40,975

368

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2015		9.5441		9.4207		118,063
		02		2014		9.0024		9.5441		180,228
		02		2013		8.1288		9.0024		174,195
		02		2012		7.3884		8.1288		218,587
		02		2011		7.4986		7.3884		253,844
		02		2010		6.7803		7.4986		272,561
		02		2009		5.6810		6.7803		272,117
		02		2008		10.2664		5.6810		98,710
		02		2007		10.0000		10.2664		39,034
		03		2015		9.5063		9.3786		10,514
		03		2014		8.9712		9.5063		11,233
		03		2013		8.1048		8.9712		12,011
		03		2012		7.3704		8.1048		12,721
		03		2011		7.4841		7.3704		12,825
		03		2010		6.7706		7.4841		14,557
		03		2009		5.6758		6.7706		15,776
		03		2008		10.2621		5.6758		6,403
		03		2007		10.0000		10.2621		0
		04		2015		9.3928		9.2525		25,552
		04		2014		8.8778		9.3928		27,646
		04		2013		8.0326		8.8778		31,128
		04		2012		7.3160		8.0326		28,355
		04		2011		7.4403		7.3160		30,123
		04		2010		6.7413		7.4403		37,911
		04		2009		5.6599		6.7413		36,178
		04		2008		10.2491		5.6599		6,375
		04		2007		10.0000		10.2491		2,943
		05		2015		9.3553		9.2108		0
		05		2014		8.8468		9.3553		0
		05		2013		8.0087		8.8468		0
		05		2012		7.2980		8.0087		0
		05		2011		7.4257		7.2980		0
		05		2010		6.7315		7.4257		0
		05		2009		5.6546		6.7315		0
		05		2008		10.2448		5.6546		0
		05		2007		10.0000		10.2448		0
		06		2015		9.2437		9.0870		0
		06		2014		8.7546		9.2437		0
		06		2013		7.9375		8.7546		0
		06		2012		7.2442		7.9375		0
		06		2011		7.3823		7.2442		0
		06		2010		6.7024		7.3823		0
		06		2009		5.6387		6.7024		0
		06		2008		10.2319		5.6387		0
		06		2007		10.0000		10.2319		0

369

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2015		9.2067		9.0460		0
		07		2014		8.7241		9.2067		0
		07		2013		7.9138		8.7241		0
		07		2012		7.2263		7.9138		0
		07		2011		7.3678		7.2263		0
		07		2010		6.6927		7.3678		0
		07		2009		5.6335		6.6927		0
		07		2008		10.2276		5.6335		0
		07		2007		10.0000		10.2276		0
		08		2015		9.0603		8.8839		0
		08		2014		8.6029		9.0603		0
		08		2013		7.8199		8.6029		0
		08		2012		7.1553		7.8199		0
		08		2011		7.3103		7.1553		0
		08		2010		6.6540		7.3103		0
		08		2009		5.6124		6.6540		0
		08		2008		10.2103		5.6124		0
		08		2007		10.0000		10.2103		0
Oppenheimer Global Fund/VA - Service Shares		01		2015		20.3402		20.7393		243,283
		01		2014		20.2648		20.3402		304,915
		01		2013		16.2252		20.2648		382,736
		01		2012		13.6409		16.2252		394,254
		01		2011		15.1623		13.6409		486,651
		01		2010		13.3241		15.1623		552,593
		01		2009		9.7217		13.3241		563,205
		01		2008		16.5673		9.7217		560,982
		01		2007		15.8811		16.5673		517,904
		01		2006		13.7578		15.8811		285,317
		02		2015		19.8866		20.2355		141,353
		02		2014		19.8533		19.8866		164,890
		02		2013		15.9282		19.8533		186,435
		02		2012		13.4186		15.9282		216,595
		02		2011		14.9455		13.4186		266,929
		02		2010		13.1604		14.9455		317,702
		02		2009		9.6218		13.1604		360,168
		02		2008		16.4308		9.6218		403,968
		02		2007		15.7824		16.4308		578,204
		02		2006		13.7002		15.7824		499,648
		03		2015		19.7752		20.1120		6,489
		03		2014		19.7521		19.7752		7,182
		03		2013		15.8550		19.7521		8,822
		03		2012		13.3638		15.8550		9,985
		03		2011		14.8920		13.3638		13,613
		03		2010		13.1199		14.8920		15,912
		03		2009		9.5971		13.1199		20,837
		03		2008		16.3969		9.5971		23,292
		03		2007		15.7579		16.3969		24,171
		03		2006		13.6859		15.7579		16,210

370

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2015		19.4424		19.7432		47,352
		04		2014		19.4495		19.4424		54,498
		04		2013		15.6360		19.4495		61,706
		04		2012		13.1995		15.6360		95,244
		04		2011		14.7315		13.1995		120,449
		04		2010		12.9984		14.7315		117,602
		04		2009		9.5228		12.9984		105,081
		04		2008		16.2951		9.5228		117,859
		04		2007		15.6842		16.2951		127,149
		04		2006		13.6427		15.6842		93,585
		05		2015		19.3327		19.6218		0
		05		2014		19.3497		19.3327		0
		05		2013		15.5637		19.3497		0
		05		2012		13.1452		15.5637		0
		05		2011		14.6784		13.1452		0
		05		2010		12.9582		14.6784		2,307
		05		2009		9.4982		12.9582		2,631
		05		2008		16.2613		9.4982		2,631
		05		2007		15.6597		16.2613		2,740
		05		2006		13.6283		15.6597		2,713
		06		2015		19.0073		19.2620		4,324
		06		2014		19.0532		19.0073		7,309
		06		2013		15.3487		19.0532		7,329
		06		2012		12.9836		15.3487		8,521
		06		2011		14.5202		12.9836		8,934
		06		2010		12.8382		14.5202		11,479
		06		2009		9.4247		12.8382		14,005
		06		2008		16.1602		9.4247		13,423
		06		2007		15.5865		16.1602		19,842
		06		2006		13.5853		15.5865		21,008
		07		2015		18.9001		19.1435		0
		07		2014		18.9553		18.9001		0
		07		2013		15.2777		18.9553		0
		07		2012		12.9302		15.2777		0
		07		2011		14.4678		12.9302		0
		07		2010		12.7984		14.4678		35
		07		2009		9.4003		12.7984		64
		07		2008		16.1267		9.4003		108
		07		2007		15.5621		16.1267		0
		07		2006		13.5710		15.5621		734
		08		2015		18.4764		18.6761		0
		08		2014		18.5684		18.4764		0
		08		2013		14.9965		18.5684		0
		08		2012		12.7183		14.9965		0
		08		2011		14.2599		12.7183		0
		08		2010		12.6403		14.2599		0
		08		2009		9.3032		12.6403		0
		08		2008		15.9931		9.3032		0
		08		2007		15.4650		15.9931		0
		08		2006		13.5138		15.4650		0

371

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
Oppenheimer Main Street Fund/VA, Service Shares		01		2015		22.2246		22.5370		2,652,780
		01		2014		20.4685		22.2246		3,105,210
		01		2013		15.8338		20.4685		3,852,264
		01		2012		13.8074		15.8338		4,943,438
		01		2011		14.0829		13.8074		6,372,617
		01		2010		12.3625		14.0829		8,092,748
		01		2009		9.8207		12.3625		10,081,968
		01		2008		16.2711		9.8207		12,141,827
		01		2007		15.8860		16.2711		10,594,876
		01		2006		14.0746		15.8860		6,212,753
		02		2015		21.6697		21.9296		2,299,764
		02		2014		19.9982		21.6697		2,809,066
		02		2013		15.5015		19.9982		3,472,949
		02		2012		13.5453		15.5015		4,436,227
		02		2011		13.8437		13.5453		5,455,957
		02		2010		12.1773		13.8437		6,640,027
		02		2009		9.6933		12.1773		7,831,425
		02		2008		16.0929		9.6933		9,141,911
		02		2007		15.7442		16.0929		8,045,274
		02		2006		13.9773		15.7442		5,367,555
		03		2015		21.5336		21.7809		92,359
		03		2014		19.8827		21.5336		107,799
		03		2013		15.4198		19.8827		125,298
		03		2012		13.4808		15.4198		157,272
		03		2011		13.7847		13.4808		197,045
		03		2010		12.1315		13.7847		293,875
		03		2009		9.6618		12.1315		347,149
		03		2008		16.0488		9.6618		424,694
		03		2007		15.7091		16.0488		429,927
		03		2006		13.9532		15.7091		345,882
		04		2015		21.1278		21.3376		648,443
		04		2014		19.5379		21.1278		788,052
		04		2013		15.1756		19.5379		1,064,746
		04		2012		13.2878		15.1756		1,386,363
		04		2011		13.6081		13.2878		1,657,562
		04		2010		11.9945		13.6081		2,048,311
		04		2009		9.5673		11.9945		2,518,732
		04		2008		15.9163		9.5673		3,174,578
		04		2007		15.6035		15.9163		3,511,016
		04		2006		13.8806		15.6035		3,076,239
		05		2015		20.9941		21.1918		14,376
		05		2014		19.4242		20.9941		19,249
		05		2013		15.0950		19.4242		20,399
		05		2012		13.2240		15.0950		25,117
		05		2011		13.5497		13.2240		30,867
		05		2010		11.9491		13.5497		35,433
		05		2009		9.5360		11.9491		39,407
		05		2008		15.8724		9.5360		52,687
		05		2007		15.5684		15.8724		57,908
		05		2006		13.8565		15.5684		58,883

372

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2015		20.5984		20.7605		38,409
		06		2014		19.0873		20.5984		76,265
		06		2013		14.8559		19.0873		108,537
		06		2012		13.0346		14.8559		160,424
		06		2011		13.3761		13.0346		186,435
		06		2010		11.8141		13.3761		264,209
		06		2009		9.4427		11.8141		308,851
		06		2008		15.7414		9.4427		363,196
		06		2007		15.4638		15.7414		410,706
		06		2006		13.7843		15.4638		409,737
		07		2015		19.1300		19.2707		5,141
		07		2014		17.7357		19.1300		6,077
		07		2013		13.8110		17.7357		39,568
		07		2012		12.1240		13.8110		82,413
		07		2011		12.4480		12.1240		99,268
		07		2010		11.0000		12.4480		116,525
		07		2009		8.7965		11.0000		150,024
		07		2008		14.6717		8.7965		218,320
		07		2007		14.4203		14.6717		292,835
		07		2006		12.8608		14.4203		303,029
		08		2015		18.6792		18.7781		445
		08		2014		17.3533		18.6792		520
		08		2013		13.5409		17.3533		2,098
		08		2012		11.9114		13.5409		3,089
		08		2011		12.2547		11.9114		3,360
		08		2010		10.8514		12.2547		3,597
		08		2009		8.6954		10.8514		3,879
		08		2008		14.5330		8.6954		4,697
		08		2007		14.3134		14.5330		6,962
		08		2006		12.7915		14.3134		7,340
Oppenheimer Main Street Small Cap Fund/VA, Service Shares		01		2015		33.2776		30.7341		26,380
		01		2014		30.3040		33.2776		28,808
		01		2013		21.9111		30.3040		36,523
		01		2012		18.9347		21.9111		45,932
		01		2011		19.7217		18.9347		57,364
		01		2010		16.2952		19.7217		72,365
		01		2009		12.1042		16.2952		86,434
		01		2008		19.8533		12.1042		104,957
		01		2007		20.4732		19.8533		129,670
		01		2006		18.1546		20.4732		135,973
		02		2015		32.4467		29.9057		43,714
		02		2014		29.6076		32.4467		50,504
		02		2013		21.4512		29.6076		63,666
		02		2012		18.5753		21.4512		79,887
		02		2011		19.3867		18.5753		74,207
		02		2010		16.0510		19.3867		86,184
		02		2009		11.9472		16.0510		103,037
		02		2008		19.6359		11.9472		108,548
		02		2007		20.2905		19.6359		144,134
		02		2006		18.0292		20.2905		162,959

373

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2015		32.2430		29.7029		1,419
		03		2014		29.4367		32.2430		1,377
		03		2013		21.3381		29.4367		1,456
		03		2012		18.4868		21.3381		1,349
		03		2011		19.3041		18.4868		1,415
		03		2010		15.9908		19.3041		1,675
		03		2009		11.9084		15.9908		2,143
		03		2008		19.5821		11.9084		2,855
		03		2007		20.2453		19.5821		5,757
		03		2006		17.9981		20.2453		5,875
		04		2015		31.6353		29.0984		15,882
		04		2014		28.9262		31.6353		16,134
		04		2013		21.0002		28.9262		19,440
		04		2012		18.2221		21.0002		30,062
		04		2011		19.0569		18.2221		33,262
		04		2010		15.8102		19.0569		33,742
		04		2009		11.7919		15.8102		42,749
		04		2008		19.4205		11.7919		51,533
		04		2007		20.1092		19.4205		65,290
		04		2006		17.9045		20.1092		70,884
		05		2015		31.4352		28.8996		0
		05		2014		28.7579		31.4352		0
		05		2013		20.8887		28.7579		0
		05		2012		18.1346		20.8887		0
		05		2011		18.9751		18.1346		0
		05		2010		15.7504		18.9751		0
		05		2009		11.7533		15.7504		0
		05		2008		19.3669		11.7533		0
		05		2007		20.0641		19.3669		0
		05		2006		17.8734		20.0641		216
		06		2015		30.8427		28.3115		566
		06		2014		28.2592		30.8427		1,242
		06		2013		20.5579		28.2592		1,248
		06		2012		17.8750		20.5579		1,382
		06		2011		18.7320		17.8750		1,437
		06		2010		15.5724		18.7320		3,438
		06		2009		11.6384		15.5724		3,038
		06		2008		19.2071		11.6384		3,960
		06		2007		19.9292		19.2071		5,740
		06		2006		17.7804		19.9292		6,391
		07		2015		28.2003		25.8727		0
		07		2014		25.8513		28.2003		0
		07		2013		18.8158		25.8513		0
		07		2012		16.3687		18.8158		714
		07		2011		17.1623		16.3687		0
		07		2010		14.2747		17.1623		0
		07		2009		10.6740		14.2747		0
		07		2008		17.6246		10.6740		0
		07		2007		18.2966		17.6246		1,253
		07		2006		16.3321		18.2966		846

374

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2015		27.5358		25.2113		0
		08		2014		25.2939		27.5358		0
		08		2013		18.4478		25.2939		0
		08		2012		16.0815		18.4478		0
		08		2011		16.8957		16.0815		0
		08		2010		14.0818		16.8957		0
		08		2009		10.5513		14.0818		0
		08		2008		17.4580		10.5513		0
		08		2007		18.1610		17.4580		0
		08		2006		16.2442		18.1610		0
PIMCO Emerging Markets Bond Portfolio, Administrative Class		01		2015		26.6669		25.6377		112,258
		01		2014		26.7075		26.6669		157,061
		01		2013		29.1897		26.7075		201,735
		01		2012		25.1746		29.1897		237,097
		01		2011		24.0717		25.1746		268,573
		01		2010		21.8200		24.0717		292,971
		01		2009		16.9892		21.8200		169,716
		01		2008		20.2273		16.9892		106,259
		01		2007		19.4368		20.2273		78,842
		01		2006		18.0844		19.4368		52,904
		02		2015		26.0094		24.9547		50,640
		02		2014		26.1021		26.0094		59,136
		02		2013		28.5862		26.1021		70,157
		02		2012		24.7046		28.5862		79,571
		02		2011		23.6704		24.7046		73,470
		02		2010		21.4999		23.6704		92,740
		02		2009		16.7741		21.4999		110,129
		02		2008		20.0120		16.7741		114,064
		02		2007		19.2694		20.0120		203,515
		02		2006		17.9651		19.2694		202,497
		03		2015		25.8481		24.7873		714
		03		2014		25.9534		25.8481		754
		03		2013		28.4378		25.9534		879
		03		2012		24.5889		28.4378		847
		03		2011		23.5714		24.5889		6,734
		03		2010		21.4209		23.5714		8,924
		03		2009		16.7209		21.4209		7,017
		03		2008		19.9588		16.7209		7,247
		03		2007		19.2279		19.9588		9,694
		03		2006		17.9355		19.2279		8,068
		04		2015		25.3669		24.2886		44,915
		04		2014		25.5094		25.3669		50,470
		04		2013		27.9942		25.5094		61,765
		04		2012		24.2426		27.9942		69,398
		04		2011		23.2750		24.2426		73,062
		04		2010		21.1840		23.2750		95,133
		04		2009		16.5613		21.1840		49,843
		04		2008		19.7987		16.5613		41,394
		04		2007		19.1031		19.7987		44,953
		04		2006		17.8464		19.1031		25,054

375

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2015		25.2085		24.1246		0
		05		2014		25.3630		25.2085		0
		05		2013		27.8478		25.3630		0
		05		2012		24.1283		27.8478		0
		05		2011		23.1770		24.1283		0
		05		2010		21.1056		23.1770		0
		05		2009		16.5085		21.1056		0
		05		2008		19.7456		16.5085		0
		05		2007		19.0617		19.7456		0
		05		2006		17.8168		19.0617		278
		06		2015		24.7392		23.6392		258
		06		2014		24.9290		24.7392		134
		06		2013		27.4133		24.9290		144
		06		2012		23.7884		27.4133		159
		06		2011		22.8856		23.7884		173
		06		2010		20.8721		22.8856		1,392
		06		2009		16.3509		20.8721		103
		06		2008		19.5872		16.3509		0
		06		2007		18.9380		19.5872		1,454
		06		2006		17.7282		18.9380		3,396
		07		2015		17.4952		16.7087		0
		07		2014		17.6384		17.4952		0
		07		2013		19.4061		17.6384		0
		07		2012		16.8487		19.4061		5,267
		07		2011		16.2174		16.8487		0
		07		2010		14.7982		16.2174		0
		07		2009		11.5986		14.7982		0
		07		2008		13.9015		11.5986		0
		07		2007		13.4476		13.9015		0
		07		2006		12.5949		13.4476		0
		08		2015		17.0829		16.2816		0
		08		2014		17.2581		17.0829		0
		08		2013		19.0266		17.2581		0
		08		2012		16.5532		19.0266		0
		08		2011		15.9656		16.5532		0
		08		2010		14.5983		15.9656		0
		08		2009		11.4653		14.5983		0
		08		2008		13.7700		11.4653		0
		08		2007		13.3478		13.7700		0
		08		2006		12.5271		13.3478		0
PIMCO Global Dividend Portfolio, Advisor Class		01		2015		12.6990		11.3632		9,917
		01		2014		12.7962		12.6990		9,641
		01		2013		10.9155		12.7962		577
		01		2012		10.1116		10.9155		0
		01		2011		10.0000		10.1116		0
		02		2015		12.6143		11.2645		397
		02		2014		12.7368		12.6143		0
		02		2013		10.8870		12.7368		0
		02		2012		10.1058		10.8870		0
		02		2011		10.0000		10.1058		0

376

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2015		12.5933		11.2400		0
		03		2014		12.7221		12.5933		0
		03		2013		10.8799		12.7221		0
		03		2012		10.1044		10.8799		0
		03		2011		10.0000		10.1044		0
		04		2015		12.5300		11.1664		0
		04		2014		12.6776		12.5300		0
		04		2013		10.8585		12.6776		0
		04		2012		10.1000		10.8585		0
		04		2011		10.0000		10.1000		0
		05		2015		12.5090		11.1420		0
		05		2014		12.6628		12.5090		0
		05		2013		10.8514		12.6628		0
		05		2012		10.0986		10.8514		0
		05		2011		10.0000		10.0986		0
		06		2015		12.4462		11.0690		0
		06		2014		12.6185		12.4462		0
		06		2013		10.8300		12.6185		0
		06		2012		10.0943		10.8300		0
		06		2011		10.0000		10.0943		0
		07		2015		12.4253		11.0448		0
		07		2014		12.6038		12.4253		0
		07		2013		10.8229		12.6038		0
		07		2012		10.0928		10.8229		0
		07		2011		10.0000		10.0928		0
		08		2015		12.3420		10.9483		0
		08		2014		12.5450		12.3420		0
		08		2013		10.7945		12.5450		0
		08		2012		10.0870		10.7945		0
		08		2011		10.0000		10.0870		0
PIMCO Global Multi-Asset Managed Allocation Portfolio, Advisor Class		01		2015		11.2487		11.0345		11,024,375
		01		2014		10.9375		11.2487		12,811,291
		01		2013		12.0762		10.9375		18,045,188
		01		2012		11.2893		12.0762		23,895,544
		01		2011		11.6886		11.2893		25,590,331
		01		2010		10.6741		11.6886		23,129,499
		01		2009		10.0000		10.6741		726,846
		02		2015		11.1263		10.8922		280,552
		02		2014		10.8405		11.1263		301,734
		02		2013		11.9935		10.8405		561,396
		02		2012		11.2350		11.9935		828,744
		02		2011		11.6560		11.2350		951,579
		02		2010		10.6660		11.6560		665,868
		02		2009		10.0000		10.6660		244,598

377

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2015		11.0960		10.8570		3,812
		03		2014		10.8165		11.0960		4,279
		03		2013		11.9730		10.8165		14,982
		03		2012		11.2215		11.9730		22,903
		03		2011		11.6479		11.2215		20,167
		03		2010		10.6640		11.6479		20,734
		03		2009		10.0000		10.6640		2,122
		04		2015		11.0049		10.7514		2,409,552
		04		2014		10.7441		11.0049		2,838,953
		04		2013		11.9112		10.7441		4,012,766
		04		2012		11.1808		11.9112		4,975,848
		04		2011		11.6234		11.1808		5,360,212
		04		2010		10.6579		11.6234		4,746,833
		04		2009		10.0000		10.6579		184,399
		05		2015		10.9747		10.7164		0
		05		2014		10.7202		10.9747		0
		05		2013		11.8907		10.7202		0
		05		2012		11.1673		11.8907		4,489
		05		2011		11.6153		11.1673		4,771
		05		2010		10.6559		11.6153		5,082
		05		2009		10.0000		10.6559		0
		06		2015		10.8847		10.6122		1,733
		06		2014		10.6485		10.8847		2,138
		06		2013		11.8293		10.6485		2,768
		06		2012		11.1268		11.8293		7,755
		06		2011		11.5909		11.1268		5,202
		06		2010		10.6498		11.5909		3,996
		06		2009		10.0000		10.6498		0
		07		2015		10.8548		10.5777		0
		07		2014		10.6247		10.8548		0
		07		2013		11.8089		10.6247		0
		07		2012		11.1133		11.8089		0
		07		2011		11.5828		11.1133		0
		07		2010		10.6478		11.5828		0
		07		2009		10.0000		10.6478		0
		08		2015		10.7360		10.4405		0
		08		2014		10.5300		10.7360		0
		08		2013		11.7276		10.5300		0
		08		2012		11.0595		11.7276		0
		08		2011		11.5503		11.0595		0
		08		2010		10.6397		11.5503		0
		08		2009		10.0000		10.6397		0

378

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
PIMCO Real Return Portfolio, Administrative Class		01		2015		15.7460		15.0671		1,084,490
		01		2014		15.5288		15.7460		1,255,776
		01		2013		17.3926		15.5288		1,477,737
		01		2012		16.2611		17.3926		1,565,648
		01		2011		14.8041		16.2611		1,848,468
		01		2010		13.9231		14.8041		2,338,202
		01		2009		11.9571		13.9231		2,609,872
		01		2008		13.0811		11.9571		2,668,996
		01		2007		12.0194		13.0811		1,051,010
		01		2006		12.1337		12.0194		603,673
		02		2015		15.3529		14.6611		481,617
		02		2014		15.1720		15.3529		572,243
		02		2013		17.0277		15.1720		705,764
		02		2012		15.9525		17.0277		901,145
		02		2011		14.5526		15.9525		1,030,954
		02		2010		13.7145		14.5526		1,307,462
		02		2009		11.8020		13.7145		1,472,245
		02		2008		12.9378		11.8020		1,513,545
		02		2007		11.9121		12.9378		741,690
		02		2006		12.0499		11.9121		629,436
		03		2015		15.2565		14.5617		16,769
		03		2014		15.0844		15.2565		19,359
		03		2013		16.9380		15.0844		20,648
		03		2012		15.8766		16.9380		26,011
		03		2011		14.4907		15.8766		31,463
		03		2010		13.6631		14.4907		35,559
		03		2009		11.7637		13.6631		43,188
		03		2008		12.9023		11.7637		50,577
		03		2007		11.8855		12.9023		45,874
		03		2006		12.0291		11.8855		49,939
		04		2015		14.9689		14.2653		90,063
		04		2014		14.8228		14.9689		106,399
		04		2013		16.6698		14.8228		126,043
		04		2012		15.6493		16.6698		144,174
		04		2011		14.3051		15.6493		158,902
		04		2010		13.5087		14.3051		252,711
		04		2009		11.6486		13.5087		309,747
		04		2008		12.7958		11.6486		328,315
		04		2007		11.8056		12.7958		223,469
		04		2006		11.9664		11.8056		244,545
		05		2015		14.8743		14.1679		583
		05		2014		14.7367		14.8743		595
		05		2013		16.5814		14.7367		586
		05		2012		15.5743		16.5814		460
		05		2011		14.2437		15.5743		443
		05		2010		13.4577		14.2437		4,405
		05		2009		11.6105		13.4577		4,402
		05		2008		12.7605		11.6105		4,164
		05		2007		11.7790		12.7605		5,443
		05		2006		11.9456		11.7790		5,614

379

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2015		14.5940		13.8795		7,267
		06		2014		14.4810		14.5940		13,255
		06		2013		16.3188		14.4810		14,823
		06		2012		15.3513		16.3188		22,259
		06		2011		14.0613		15.3513		22,710
		06		2010		13.3057		14.0613		20,505
		06		2009		11.4970		13.3057		25,950
		06		2008		12.6551		11.4970		36,353
		06		2007		11.6998		12.6551		32,629
		06		2006		11.8834		11.6998		40,964
		07		2015		13.1929		12.5407		0
		07		2014		13.0975		13.1929		0
		07		2013		14.7672		13.0975		467
		07		2012		13.8988		14.7672		3,183
		07		2011		12.7374		13.8988		3,731
		07		2010		12.0591		12.7374		5,094
		07		2009		10.4252		12.0591		10,072
		07		2008		11.4812		10.4252		4,986
		07		2007		10.6200		11.4812		1,889
		07		2006		10.7922		10.6200		2,843
		08		2015		12.8820		12.2201		0
		08		2014		12.8151		12.8820		0
		08		2013		14.4785		12.8151		0
		08		2012		13.6551		14.4785		0
		08		2011		12.5396		13.6551		0
		08		2010		11.8962		12.5396		0
		08		2009		10.3054		11.8962		0
		08		2008		11.3727		10.3054		0
		08		2007		10.5412		11.3727		0
		08		2006		10.7340		10.5412		0
PIMCO Total Return Portfolio, Administrative Class		01		2015		16.2713		16.0750		4,012,516
		01		2014		15.8649		16.2713		4,681,474
		01		2013		16.4538		15.8649		5,648,739
		01		2012		15.2653		16.4538		6,279,656
		01		2011		14.9797		15.2653		7,637,595
		01		2010		14.0875		14.9797		9,025,663
		01		2009		12.5567		14.0875		9,090,852
		01		2008		12.1830		12.5567		8,227,463
		01		2007		11.3904		12.1830		5,531,641
		01		2006		11.1515		11.3904		817,690

380

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2015		15.8651		15.6418		2,469,775
		02		2014		15.5004		15.8651		2,847,028
		02		2013		16.1086		15.5004		3,297,074
		02		2012		14.9756		16.1086		3,521,017
		02		2011		14.7253		14.9756		4,240,404
		02		2010		13.8765		14.7253		5,002,384
		02		2009		12.3938		13.8765		5,284,663
		02		2008		12.0495		12.3938		4,709,659
		02		2007		11.2888		12.0495		3,931,286
		02		2006		11.0744		11.2888		1,173,624
		03		2015		15.7656		15.5358		55,378
		03		2014		15.4109		15.7656		58,177
		03		2013		16.0237		15.4109		71,293
		03		2012		14.9043		16.0237		55,691
		03		2011		14.6626		14.9043		73,442
		03		2010		13.8244		14.6626		109,693
		03		2009		12.3536		13.8244		122,585
		03		2008		12.0165		12.3536		156,487
		03		2007		11.2636		12.0165		196,871
		03		2006		11.0553		11.2636		104,561
		04		2015		15.4684		15.2196		516,347
		04		2014		15.1437		15.4684		612,097
		04		2013		15.7700		15.1437		719,767
		04		2012		14.6910		15.7700		715,573
		04		2011		14.4748		14.6910		857,357
		04		2010		13.6683		14.4748		1,101,499
		04		2009		12.2328		13.6683		1,116,137
		04		2008		11.9173		12.2328		1,147,060
		04		2007		11.1878		11.9173		1,024,231
		04		2006		10.9977		11.1878		688,644
		05		2015		15.3706		15.1156		6,947
		05		2014		15.0556		15.3706		7,899
		05		2013		15.6863		15.0556		11,947
		05		2012		14.6205		15.6863		21,426
		05		2011		14.4127		14.6205		25,119
		05		2010		13.6166		14.4127		29,138
		05		2009		12.1928		13.6166		37,486
		05		2008		11.8844		12.1928		41,948
		05		2007		11.1627		11.8844		41,756
		05		2006		10.9786		11.1627		52,036
		06		2015		15.0809		14.8080		21,660
		06		2014		14.7945		15.0809		28,267
		06		2013		15.4379		14.7945		34,822
		06		2012		14.4112		15.4379		48,216
		06		2011		14.2281		14.4112		54,104
		06		2010		13.4628		14.2281		59,639
		06		2009		12.0735		13.4628		71,280
		06		2008		11.7863		12.0735		69,834
		06		2007		11.0876		11.7863		128,460
		06		2006		10.9214		11.0876		110,684

381

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2015		14.0565		13.7951		479
		07		2014		13.7966		14.0565		558
		07		2013		14.4040		13.7966		7,879
		07		2012		13.4529		14.4040		36,757
		07		2011		13.2888		13.4529		38,400
		07		2010		12.5804		13.2888		46,320
		07		2009		11.2880		12.5804		56,774
		07		2008		11.0251		11.2880		52,365
		07		2007		10.3768		11.0251		106,187
		07		2006		10.2266		10.3768		123,864
		08		2015		13.7253		13.4425		0
		08		2014		13.4991		13.7253		0
		08		2013		14.1223		13.4991		163
		08		2012		13.2170		14.1223		2,751
		08		2011		13.0824		13.2170		3,569
		08		2010		12.4105		13.0824		4,849
		08		2009		11.1583		12.4105		4,780
		08		2008		10.9208		11.1583		7,071
		08		2007		10.2999		10.9208		16,959
		08		2006		10.1714		10.2999		20,176
PIMCO All Asset Portfolio, Administrative Class		01		2015		13.6243		12.1952		712,308
		01		2014		13.7876		13.6243		913,789
		01		2013		13.9807		13.7876		1,009,232
		01		2012		12.3679		13.9807		720,171
		01		2011		12.3338		12.3679		62,537
		01		2010		11.0889		12.3338		54,046
		01		2009		9.2741		11.0889		65,595
		01		2008		11.2055		9.2741		87,252
		01		2007		10.5185		11.2055		69,289
		01		2006		10.2184		10.5185		31,161
		02		2015		13.3721		11.9451		81,537
		02		2014		13.5600		13.3721		109,614
		02		2013		13.7780		13.5600		117,500
		02		2012		12.2135		13.7780		134,611
		02		2011		12.2046		12.2135		92,301
		02		2010		10.9951		12.2046		92,810
		02		2009		9.2144		10.9951		114,583
		02		2008		11.1561		9.2144		184,876
		02		2007		10.4937		11.1561		108,238
		02		2006		10.2150		10.4937		100,175
		03		2015		13.3101		11.8836		667
		03		2014		13.5039		13.3101		704
		03		2013		13.7279		13.5039		719
		03		2012		12.1754		13.7279		709
		03		2011		12.1726		12.1754		2,106
		03		2010		10.9719		12.1726		1,571
		03		2009		9.1996		10.9719		1,759
		03		2008		11.1439		9.1996		2,046
		03		2007		10.4875		11.1439		2,274
		03		2006		10.2141		10.4875		2,501

382

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2015		13.1242		11.6998		214,480
		04		2014		13.3358		13.1242		271,354
		04		2013		13.5778		13.3358		409,041
		04		2012		12.0608		13.5778		172,508
		04		2011		12.0766		12.0608		37,421
		04		2010		10.9020		12.0766		35,892
		04		2009		9.1550		10.9020		35,140
		04		2008		11.1069		9.1550		35,635
		04		2007		10.4688		11.1069		38,386
		04		2006		10.2116		10.4688		7,222
		05		2015		13.0629		11.6391		0
		05		2014		13.2802		13.0629		0
		05		2013		13.5282		13.2802		0
		05		2012		12.0229		13.5282		0
		05		2011		12.0447		12.0229		0
		05		2010		10.8788		12.0447		0
		05		2009		9.1402		10.8788		0
		05		2008		11.0946		9.1402		0
		05		2007		10.4626		11.0946		0
		05		2006		10.2107		10.4626		0
		06		2015		12.8805		11.4590		2,913
		06		2014		13.1149		12.8805		5,852
		06		2013		13.3803		13.1149		8,155
		06		2012		11.9098		13.3803		8,841
		06		2011		11.9497		11.9098		6,855
		06		2010		10.8095		11.9497		5,758
		06		2009		9.0959		10.8095		2,040
		06		2008		11.0578		9.0959		0
		06		2007		10.4440		11.0578		0
		06		2006		10.2081		10.4440		938
		07		2015		12.8202		11.3996		0
		07		2014		13.0602		12.8202		0
		07		2013		13.3313		13.0602		0
		07		2012		11.8723		13.3313		317
		07		2011		11.9181		11.8723		0
		07		2010		10.7864		11.9181		0
		07		2009		9.0811		10.7864		0
		07		2008		11.0456		9.0811		0
		07		2007		10.4378		11.0456		0
		07		2006		10.2073		10.4378		0
		08		2015		12.5817		11.1645		0
		08		2014		12.8435		12.5817		0
		08		2013		13.1369		12.8435		0
		08		2012		11.7233		13.1369		0
		08		2011		11.7926		11.7233		0
		08		2010		10.6947		11.7926		0
		08		2009		9.0224		10.6947		0
		08		2008		10.9967		9.0224		0
		08		2007		10.4130		10.9967		0
		08		2006		10.2038		10.4130		0

383

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
PIMCO CommodityRealReturn Strategy Portfolio Administrative Class		01		2015		7.1082		5.1937		1,978,556
		01		2014		8.8600		7.1082		1,767,527
		01		2013		10.5613		8.8600		1,845,917
		01		2012		10.1900		10.5613		2,064,744
		01		2011		11.2077		10.1900		2,231,043
		01		2010		9.1513		11.2077		2,278,349
		01		2009		6.5744		9.1513		2,290,632
		01		2008		11.8935		6.5744		1,877,788
		01		2007		9.8134		11.8935		286,632
		01		2006		10.2967		9.8134		112,635
		02		2015		6.9766		5.0872		814,543
		02		2014		8.7138		6.9766		690,939
		02		2013		10.4081		8.7138		702,588
		02		2012		10.0628		10.4081		717,959
		02		2011		11.0903		10.0628		874,469
		02		2010		9.0738		11.0903		872,880
		02		2009		6.5320		9.0738		1,063,886
		02		2008		11.8411		6.5320		1,070,685
		02		2007		9.7902		11.8411		224,633
		02		2006		10.2933		9.7902		117,194
		03		2015		6.9442		5.0610		16,736
		03		2014		8.6777		6.9442		13,312
		03		2013		10.3703		8.6777		16,449
		03		2012		10.0314		10.3703		13,197
		03		2011		11.0612		10.0314		15,695
		03		2010		9.0546		11.0612		18,195
		03		2009		6.5215		9.0546		24,002
		03		2008		11.8281		6.5215		31,489
		03		2007		9.7845		11.8281		21,184
		03		2006		10.2924		9.7845		12,192
		04		2015		6.8472		4.9826		275,808
		04		2014		8.5696		6.8472		246,422
		04		2013		10.2568		8.5696		251,730
		04		2012		9.9370		10.2568		263,574
		04		2011		10.9739		9.9370		257,433
		04		2010		8.9969		10.9739		252,693
		04		2009		6.4899		8.9969		180,043
		04		2008		11.7888		6.4899		158,333
		04		2007		9.7670		11.7888		40,957
		04		2006		10.2898		9.7670		14,058
		05		2015		6.8152		4.9568		1,691
		05		2014		8.5339		6.8152		1,250
		05		2013		10.2193		8.5339		1,002
		05		2012		9.9057		10.2193		748
		05		2011		10.9449		9.9057		716
		05		2010		8.9777		10.9449		715
		05		2009		6.4794		8.9777		769
		05		2008		11.7758		6.4794		883
		05		2007		9.7612		11.7758		706
		05		2006		10.2890		9.7612		0

384

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2015		6.7200		4.8801		5,022
		06		2014		8.4276		6.7200		3,697
		06		2013		10.1075		8.4276		3,693
		06		2012		9.8124		10.1075		2,810
		06		2011		10.8585		9.8124		3,616
		06		2010		8.9205		10.8585		7,821
		06		2009		6.4479		8.9205		5,062
		06		2008		11.7367		6.4479		5,774
		06		2007		9.7439		11.7367		3,149
		06		2006		10.2864		9.7439		2,486
		07		2015		6.6886		4.8547		0
		07		2014		8.3925		6.6886		0
		07		2013		10.0705		8.3925		323
		07		2012		9.7816		10.0705		2,401
		07		2011		10.8298		9.7816		2,297
		07		2010		8.9015		10.8298		734
		07		2009		6.4375		8.9015		2,081
		07		2008		11.7237		6.4375		543
		07		2007		9.7381		11.7237		1,605
		07		2006		10.2855		9.7381		0
		08		2015		6.5640		4.7546		0
		08		2014		8.2532		6.5640		0
		08		2013		9.9237		8.2532		0
		08		2012		9.6587		9.9237		0
		08		2011		10.7158		9.6587		0
		08		2010		8.8257		10.7158		0
		08		2009		6.3958		8.8257		0
		08		2008		11.6718		6.3958		0
		08		2007		9.7149		11.6718		0
		08		2006		10.2821		9.7149		0
Putnam VT Absolute Return 500 Fund, Class IB		01		2015		10.7717		10.5369		573,803
		01		2014		10.5456		10.7717		547,289
		01		2013		10.3021		10.5456		601,915
		01		2012		10.0371		10.3021		112,406
		01		2011		10.0000		10.0371		1,094
		02		2015		10.6999		10.4453		18,214
		02		2014		10.4967		10.6999		13,106
		02		2013		10.2752		10.4967		10,307
		02		2012		10.0314		10.2752		7,915
		02		2011		10.0000		10.0314		0
		03		2015		10.6820		10.4426		0
		03		2014		10.4845		10.6820		0
		03		2013		10.2685		10.4845		0
		03		2012		10.0300		10.2685		0
		03		2011		10.0000		10.0300		0

385

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2015		10.6284		10.3544		54,381
		04		2014		10.4478		10.6284		47,501
		04		2013		10.2482		10.4478		102,331
		04		2012		10.0257		10.2482		13,750
		04		2011		10.0000		10.0257		11,825
		05		2015		10.6106		10.3318		5,311
		05		2014		10.4357		10.6106		5,665
		05		2013		10.2415		10.4357		7,470
		05		2012		10.0243		10.2415		0
		05		2011		10.0000		10.0243		0
		06		2015		10.5573		10.2641		0
		06		2014		10.3992		10.5573		0
		06		2013		10.2214		10.3992		0
		06		2012		10.0200		10.2214		0
		06		2011		10.0000		10.0200		0
		07		2015		10.5396		10.2417		0
		07		2014		10.3870		10.5396		0
		07		2013		10.2147		10.3870		0
		07		2012		10.0185		10.2147		0
		07		2011		10.0000		10.0185		0
		08		2015		10.4689		10.1522		0
		08		2014		10.3386		10.4689		0
		08		2013		10.1878		10.3386		0
		08		2012		10.0128		10.1878		0
		08		2011		10.0000		10.0128		0
Putnam VT Equity Income Fund, Class IB		01		2015		18.1447		17.3023		269,698
		01		2014		16.3758		18.1447		264,767
		01		2013		12.5743		16.3758		218,454
		01		2012		10.7174		12.5743		68,495
		01		2011		10.0000		10.7174		9,681
		02		2015		18.0238		17.1520		103,257
		02		2014		16.2998		18.0238		79,169
		02		2013		12.5415		16.2998		60,263
		02		2012		10.7113		12.5415		18,577
		02		2011		10.0000		10.7113		4,091
		03		2015		17.9937		17.1148		5,799
		03		2014		16.2809		17.9937		6,167
		03		2013		12.5333		16.2809		2,787
		03		2012		10.7098		12.5333		2,269
		03		2011		10.0000		10.7098		0
		04		2015		17.9034		17.0028		65,753
		04		2014		16.2241		17.9034		75,464
		04		2013		12.5087		16.2241		87,215
		04		2012		10.7052		12.5087		23,616
		04		2011		10.0000		10.7052		0

386

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2015		17.8734		16.9656		0
		05		2014		16.2051		17.8734		0
		05		2013		12.5004		16.2051		0
		05		2012		10.7037		12.5004		0
		05		2011		10.0000		10.7037		0
		06		2015		17.7836		16.8545		3,622
		06		2014		16.1485		17.7836		0
		06		2013		12.4759		16.1485		0
		06		2012		10.6991		12.4759		0
		06		2011		10.0000		10.6991		0
		07		2015		17.7538		16.8177		0
		07		2014		16.1296		17.7538		0
		07		2013		12.4677		16.1296		0
		07		2012		10.6975		12.4677		12,512
		07		2011		10.0000		10.6975		0
		08		2015		17.6348		16.6708		0
		08		2014		16.0544		17.6348		0
		08		2013		12.4349		16.0544		0
		08		2012		10.6914		12.4349		0
		08		2011		10.0000		10.6914		0
Templeton Developing Markets VIP Fund, Class 2		01		2015		13.1998		10.4371		910,530
		01		2014		14.6508		13.1998		846,611
		01		2013		15.0352		14.6508		890,061
		01		2012		13.5105		15.0352		885,701
		01		2011		16.3254		13.5105		1,087,506
		01		2010		14.1165		16.3254		1,201,521
		01		2009		8.3162		14.1165		1,376,076
		01		2008		17.8806		8.3162		2,002,953
		01		2007		14.1181		17.8806		1,372,538
		01		2006		11.2065		14.1181		99,125
		02		2015		12.9554		10.2229		672,592
		02		2014		14.4088		12.9554		625,002
		02		2013		14.8171		14.4088		632,811
		02		2012		13.3418		14.8171		609,655
		02		2011		16.1544		13.3418		709,308
		02		2010		13.9971		16.1544		763,707
		02		2009		8.2627		13.9971		855,940
		02		2008		17.8019		8.2627		1,238,670
		02		2007		14.0848		17.8019		802,925
		02		2006		11.2027		14.0848		82,891

387

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2015		12.8953		10.1703		10,869
		03		2014		14.3492		12.8953		10,429
		03		2013		14.7633		14.3492		10,297
		03		2012		13.3001		14.7633		12,388
		03		2011		16.1122		13.3001		13,280
		03		2010		13.9675		16.1122		21,427
		03		2009		8.2494		13.9675		24,605
		03		2008		17.7824		8.2494		33,103
		03		2007		14.0765		17.7824		25,497
		03		2006		11.2018		14.0765		1,362
		04		2015		12.7152		10.0129		98,724
		04		2014		14.1705		12.7152		96,692
		04		2013		14.6018		14.1705		98,937
		04		2012		13.1749		14.6018		104,268
		04		2011		15.9849		13.1749		119,835
		04		2010		13.8784		15.9849		122,523
		04		2009		8.2094		13.8784		144,216
		04		2008		17.7234		8.2094		202,213
		04		2007		14.0515		17.7234		138,946
		04		2006		11.1990		14.0515		24,661
		05		2015		12.6557		9.9610		831
		05		2014		14.1115		12.6557		711
		05		2013		14.5484		14.1115		629
		05		2012		13.1335		14.5484		535
		05		2011		15.9428		13.1335		2,463
		05		2010		13.8489		15.9428		2,415
		05		2009		8.1961		13.8489		2,439
		05		2008		17.7038		8.1961		2,580
		05		2007		14.0432		17.7038		2,401
		05		2006		11.1980		14.0432		1,210
		06		2015		12.4790		9.8068		1,771
		06		2014		13.9358		12.4790		1,625
		06		2013		14.3893		13.9358		1,690
		06		2012		13.0099		14.3893		1,528
		06		2011		15.8169		13.0099		1,784
		06		2010		13.7606		15.8169		1,829
		06		2009		8.1563		13.7606		5,546
		06		2008		17.6451		8.1563		5,357
		06		2007		14.0182		17.6451		9,512
		06		2006		11.1952		14.0182		4,791
		07		2015		12.4206		9.7559		0
		07		2014		13.8777		12.4206		0
		07		2013		14.3366		13.8777		662
		07		2012		12.9689		14.3366		561
		07		2011		15.7752		12.9689		559
		07		2010		13.7313		15.7752		500
		07		2009		8.1431		13.7313		525
		07		2008		17.6256		8.1431		1,394
		07		2007		14.0099		17.6256		2,712
		07		2006		11.1943		14.0099		0

388

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2015		12.1894		9.5547		0
		08		2014		13.6473		12.1894		0
		08		2013		14.1275		13.6473		0
		08		2012		12.8061		14.1275		0
		08		2011		15.6091		12.8061		0
		08		2010		13.6145		15.6091		0
		08		2009		8.0904		13.6145		0
		08		2008		17.5476		8.0904		0
		08		2007		13.9766		17.5476		0
		08		2006		11.1905		13.9766		0
Templeton Foreign VIP Fund, Class 2		01		2015		19.4971		17.9304		1,505,063
		01		2014		22.3076		19.4971		1,595,344
		01		2013		18.4448		22.3076		1,617,128
		01		2012		15.8634		18.4448		1,900,093
		01		2011		18.0485		15.8634		2,368,338
		01		2010		16.9280		18.0485		2,941,252
		01		2009		12.5596		16.9280		3,688,827
		01		2008		21.4204		12.5596		4,877,844
		01		2007		18.8655		21.4204		4,946,921
		01		2006		15.7940		18.8655		4,775,441
		02		2015		19.0103		17.4471		1,469,170
		02		2014		21.7950		19.0103		1,671,887
		02		2013		18.0576		21.7950		1,711,522
		02		2012		15.5622		18.0576		2,035,882
		02		2011		17.7420		15.5622		2,501,516
		02		2010		16.6744		17.7420		2,868,694
		02		2009		12.3966		16.6744		3,293,738
		02		2008		21.1858		12.3966		4,133,237
		02		2007		18.6972		21.1858		4,142,796
		02		2006		15.6849		18.6972		4,153,534
		03		2015		18.8910		17.3288		89,161
		03		2014		21.6691		18.8910		93,193
		03		2013		17.9625		21.6691		89,950
		03		2012		15.4881		17.9625		94,814
		03		2011		17.6664		15.4881		114,011
		03		2010		16.6118		17.6664		152,277
		03		2009		12.3564		16.6118		175,948
		03		2008		21.1278		12.3564		231,373
		03		2007		18.6555		21.1278		238,288
		03		2006		15.6578		18.6555		258,131
		04		2015		18.5348		16.9760		537,711
		04		2014		21.2933		18.5348		598,215
		04		2013		17.6780		21.2933		690,169
		04		2012		15.2663		17.6780		815,856
		04		2011		17.4401		15.2663		987,984
		04		2010		16.4241		17.4401		1,165,724
		04		2009		12.2355		16.4241		1,369,831
		04		2008		20.9534		12.2355		1,879,885
		04		2007		18.5300		20.9534		2,299,604
		04		2006		15.5763		18.5300		2,551,372

389

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2015		18.4177		16.8601		17,647
		05		2014		21.1695		18.4177		20,755
		05		2013		17.5842		21.1695		18,428
		05		2012		15.1931		17.5842		20,550
		05		2011		17.3654		15.1931		26,006
		05		2010		16.3621		17.3654		28,325
		05		2009		12.1955		16.3621		29,655
		05		2008		20.8956		12.1955		40,143
		05		2007		18.4884		20.8956		42,340
		05		2006		15.5493		18.4884		47,598
		06		2015		18.0704		16.5168		49,268
		06		2014		20.8022		18.0704		59,113
		06		2013		17.3056		20.8022		76,712
		06		2012		14.9755		17.3056		113,809
		06		2011		17.1429		14.9755		131,978
		06		2010		16.1772		17.1429		174,592
		06		2009		12.0762		16.1772		198,267
		06		2008		20.7231		12.0762		247,859
		06		2007		18.3641		20.7231		269,464
		06		2006		15.4683		18.3641		323,277
		07		2015		18.3552		16.7685		5,414
		07		2014		21.1409		18.3552		5,773
		07		2013		17.5964		21.1409		29,221
		07		2012		15.2349		17.5964		54,872
		07		2011		17.4488		15.2349		81,640
		07		2010		16.4742		17.4488		91,796
		07		2009		12.3042		16.4742		110,787
		07		2008		21.1253		12.3042		164,714
		07		2007		18.7301		21.1253		216,098
		07		2006		15.7846		18.7301		264,424
		08		2015		17.9226		16.3398		428
		08		2014		20.6850		17.9226		451
		08		2013		17.2522		20.6850		1,524
		08		2012		14.9677		17.2522		4,250
		08		2011		17.1778		14.9677		4,971
		08		2010		16.2516		17.1778		5,655
		08		2009		12.1628		16.2516		7,833
		08		2008		20.9255		12.1628		11,486
		08		2007		18.5912		20.9255		12,133
		08		2006		15.6996		18.5912		15,401
Templeton Global Bond VIP Fund, Class 4		01		2015		11.0538		10.3941		111,251
		01		2014		11.0521		11.0538		207,465
		01		2013		11.0676		11.0521		155,207
		01		2012		9.7890		11.0676		110,519
		01		2011		10.0000		9.7890		1,024
		02		2015		10.9801		10.3037		46,753
		02		2014		11.0008		10.9801		48,087
		02		2013		11.0386		11.0008		34,607
		02		2012		9.7834		11.0386		13,910
		02		2011		10.0000		9.7834		1,205

390

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2015		10.9618		10.2814		5,712
		03		2014		10.9880		10.9618		5,691
		03		2013		11.0314		10.9880		3,051
		03		2012		9.7820		11.0314		1,301
		03		2011		10.0000		9.7820		0
		04		2015		10.9068		10.2141		23,574
		04		2014		10.9496		10.9068		23,589
		04		2013		11.0098		10.9496		11,679
		04		2012		9.7778		11.0098		41,780
		04		2011		10.0000		9.7778		0
		05		2015		10.8885		10.1917		0
		05		2014		10.9368		10.8885		0
		05		2013		11.0025		10.9368		0
		05		2012		9.7764		11.0025		0
		05		2011		10.0000		9.7764		0
		06		2015		10.8338		10.1250		1,280
		06		2014		10.8986		10.8338		1,812
		06		2013		10.9809		10.8986		1,813
		06		2012		9.7722		10.9809		1,814
		06		2011		10.0000		9.7722		0
		07		2015		10.8156		10.1028		0
		07		2014		10.8859		10.8156		0
		07		2013		10.9737		10.8859		0
		07		2012		9.7708		10.9737		0
		07		2011		10.0000		9.7708		0
		08		2015		10.7431		10.0146		0
		08		2014		10.8351		10.7431		0
		08		2013		10.9448		10.8351		0
		08		2012		9.7653		10.9448		0
		08		2011		10.0000		9.7653		0
Templeton Growth VIP Fund, Class 2		01		2015		20.9734		19.2893		369,457
		01		2014		21.9431		20.9734		408,096
		01		2013		17.0547		21.9431		416,330
		01		2012		14.3245		17.0547		489,407
		01		2011		15.6565		14.3245		591,567
		01		2010		14.8230		15.6565		670,325
		01		2009		11.4960		14.8230		647,027
		01		2008		20.2677		11.4960		622,595
		01		2007		20.1370		20.2677		504,496
		01		2006		16.8082		20.1370		162,805

391

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2015		20.4562		18.7753		137,491
		02		2014		21.4457		20.4562		145,785
		02		2013		16.7020		21.4457		175,205
		02		2012		14.0570		16.7020		243,572
		02		2011		15.3954		14.0570		287,086
		02		2010		14.6055		15.3954		291,221
		02		2009		11.3504		14.6055		355,733
		02		2008		20.0521		11.3504		367,389
		02		2007		19.9636		20.0521		326,938
		02		2006		16.6973		19.9636		201,105
		03		2015		20.3294		18.6493		2,887
		03		2014		21.3235		20.3294		2,946
		03		2013		16.6152		21.3235		5,127
		03		2012		13.9911		16.6152		5,958
		03		2011		15.3311		13.9911		10,886
		03		2010		14.5518		15.3311		11,773
		03		2009		11.3144		14.5518		13,572
		03		2008		19.9987		11.3144		14,523
		03		2007		19.9206		19.9987		11,116
		03		2006		16.6698		19.9206		4,190
		04		2015		19.9508		18.2740		78,278
		04		2014		20.9585		19.9508		87,854
		04		2013		16.3559		20.9585		92,963
		04		2012		13.7940		16.3559		124,651
		04		2011		15.1382		13.7940		142,578
		04		2010		14.3908		15.1382		156,318
		04		2009		11.2064		14.3908		140,526
		04		2008		19.8383		11.2064		146,427
		04		2007		19.7913		19.8383		132,152
		04		2006		16.5869		19.7913		87,728
		05		2015		19.8262		18.1506		0
		05		2014		20.8383		19.8262		0
		05		2013		16.2704		20.8383		0
		05		2012		13.7289		16.2704		0
		05		2011		15.0745		13.7289		2,087
		05		2010		14.3375		15.0745		2,087
		05		2009		11.1706		14.3375		2,087
		05		2008		19.7851		11.1706		2,087
		05		2007		19.7484		19.7851		2,638
		05		2006		16.5594		19.7484		796
		06		2015		19.4570		17.7853		6,552
		06		2014		20.4817		19.4570		10,682
		06		2013		16.0165		20.4817		10,569
		06		2012		13.5355		16.0165		11,977
		06		2011		14.8849		13.5355		12,324
		06		2010		14.1789		14.8849		16,577
		06		2009		11.0640		14.1789		17,684
		06		2008		19.6265		11.0640		18,256
		06		2007		19.6203		19.6265		17,218
		06		2006		16.4771		19.6203		9,688

392

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2015		17.7090		16.1792		0
		07		2014		18.6512		17.7090		0
		07		2013		14.5925		18.6512		0
		07		2012		12.3384		14.5925		0
		07		2011		13.5754		12.3384		0
		07		2010		12.9381		13.5754		0
		07		2009		10.1009		12.9381		0
		07		2008		17.9273		10.1009		0
		07		2007		17.9308		17.9273		0
		07		2006		15.0660		17.9308		0
		08		2015		17.2916		15.7656		0
		08		2014		18.2489		17.2916		0
		08		2013		14.3070		18.2489		0
		08		2012		12.1219		14.3070		0
		08		2011		13.3645		12.1219		0
		08		2010		12.7632		13.3645		0
		08		2009		9.9848		12.7632		0
		08		2008		17.7578		9.9848		0
		08		2007		17.7979		17.7578		0
		08		2006		14.9849		17.7979		0
Universal Institutional Funds, Inc. - Growth Portfolio, Class II		01		2015		15.6493		17.2332		48,696
		01		2014		14.9986		15.6493		52,245
		01		2013		10.3234		14.9986		41,008
		01		2012		9.2040		10.3234		6,678
		01		2011		10.0000		9.2040		159
		02		2015		15.5450		17.0835		5,190
		02		2014		14.9290		15.5450		4,870
		02		2013		10.2964		14.9290		3,948
		02		2012		9.1987		10.2964		8,560
		02		2011		10.0000		9.1987		0
		03		2015		15.5191		17.0464		0
		03		2014		14.9117		15.5191		0
		03		2013		10.2897		14.9117		0
		03		2012		9.1974		10.2897		0
		03		2011		10.0000		9.1974		0
		04		2015		15.4411		16.9348		4,558
		04		2014		14.8595		15.4411		11,579
		04		2013		10.2694		14.8595		12,532
		04		2012		9.1935		10.2694		2,222
		04		2011		10.0000		9.1935		0
		05		2015		15.4153		16.8978		0
		05		2014		14.8422		15.4153		0
		05		2013		10.2627		14.8422		0
		05		2012		9.1922		10.2627		0
		05		2011		10.0000		9.1922		0

393

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2015		15.3378		16.7871		77
		06		2014		14.7903		15.3378		227
		06		2013		10.2425		14.7903		0
		06		2012		9.1882		10.2425		0
		06		2011		10.0000		9.1882		0
		07		2015		15.3121		16.7505		0
		07		2014		14.7731		15.3121		0
		07		2013		10.2357		14.7731		0
		07		2012		9.1869		10.2357		0
		07		2011		10.0000		9.1869		0
		08		2015		15.2095		16.6042		0
		08		2014		14.7042		15.2095		0
		08		2013		10.2088		14.7042		0
		08		2012		9.1816		10.2088		0
		08		2011		10.0000		9.1816		0
Wanger Select		01		2015		18.8277		18.5631		9,516
		01		2014		18.5605		18.8277		11,915
		01		2013		14.0228		18.5605		14,364
		01		2012		12.0375		14.0228		19,466
		01		2011		14.8679		12.0375		32,733
		01		2010		11.9440		14.8679		37,546
		01		2009		7.3076		11.9440		57,580
		01		2008		14.5887		7.3076		85,134
		01		2007		13.5609		14.5887		63,645
		01		2006		11.5184		13.5609		43,068
		02		2015		18.4560		18.1596		4,100
		02		2014		18.2312		18.4560		7,364
		02		2013		13.8021		18.2312		8,186
		02		2012		11.8723		13.8021		11,513
		02		2011		14.6937		11.8723		13,751
		02		2010		11.8281		14.6937		15,616
		02		2009		7.2515		11.8281		22,937
		02		2008		14.5063		7.2515		32,160
		02		2007		13.5120		14.5063		25,183
		02		2006		11.5002		13.5120		18,475
		03		2015		18.3646		18.0605		28
		03		2014		18.1502		18.3646		38
		03		2013		13.7477		18.1502		47
		03		2012		11.8315		13.7477		60
		03		2011		14.6507		11.8315		73
		03		2010		11.7995		14.6507		72
		03		2009		7.2376		11.7995		98
		03		2008		14.4859		7.2376		143
		03		2007		13.4999		14.4859		121
		03		2006		11.4957		13.4999		141

394

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2015		18.0910		17.7642		229
		04		2014		17.9072		18.0910		229
		04		2013		13.5844		17.9072		230
		04		2012		11.7090		13.5844		250
		04		2011		14.5213		11.7090		261
		04		2010		11.7132		14.5213		771
		04		2009		7.1957		11.7132		2,251
		04		2008		14.4243		7.1957		3,033
		04		2007		13.4632		14.4243		4,428
		04		2006		11.4820		13.4632		3,062
		05		2015		18.0008		17.6666		0
		05		2014		17.8270		18.0008		0
		05		2013		13.5305		17.8270		0
		05		2012		11.6685		13.5305		0
		05		2011		14.4784		11.6685		0
		05		2010		11.6846		14.4784		0
		05		2009		7.1818		11.6846		0
		05		2008		14.4038		7.1818		0
		05		2007		13.4510		14.4038		0
		05		2006		11.4774		13.4510		0
		06		2015		17.7327		17.3768		0
		06		2014		17.5884		17.7327		0
		06		2013		13.3699		17.5884		0
		06		2012		11.5478		13.3699		0
		06		2011		14.3506		11.5478		0
		06		2010		11.5992		14.3506		254
		06		2009		7.1402		11.5992		311
		06		2008		14.3426		7.1402		410
		06		2007		13.4145		14.3426		326
		06		2006		11.4638		13.4145		359
		07		2015		17.6441		17.2812		0
		07		2014		17.5096		17.6441		0
		07		2013		13.3168		17.5096		0
		07		2012		11.5078		13.3168		0
		07		2011		14.3082		11.5078		0
		07		2010		11.5708		14.3082		0
		07		2009		7.1264		11.5708		0
		07		2008		14.3222		7.1264		0
		07		2007		13.4023		14.3222		0
		07		2006		11.4592		13.4023		0
		08		2015		17.2940		16.9036		0
		08		2014		17.1973		17.2940		0
		08		2013		13.1060		17.1973		0
		08		2012		11.3491		13.1060		0
		08		2011		14.1397		11.3491		0
		08		2010		11.4580		14.1397		0
		08		2009		7.0714		11.4580		0
		08		2008		14.2409		7.0714		0
		08		2007		13.3537		14.2409		0
		08		2006		11.4410		13.3537		0

395

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
Wanger USA		01		2015		18.6095		18.1909		1,748
		01		2014		18.0578		18.6095		1,774
		01		2013		13.7271		18.0578		1,764
		01		2012		11.6306		13.7271		1,883
		01		2011		12.2533		11.6306		1,933
		01		2010		10.1001		12.2533		1,894
		01		2009		7.2204		10.1001		2,206
		01		2008		12.1732		7.2204		2,319
		01		2007		11.7456		12.1732		2,800
		01		2006		11.0705		11.7456		2,649
		02		2015		18.2422		17.7956		270
		02		2014		17.7374		18.2422		270
		02		2013		13.5111		17.7374		270
		02		2012		11.4710		13.5111		270
		02		2011		12.1098		11.4710		270
		02		2010		10.0021		12.1098		0
		02		2009		7.1650		10.0021		0
		02		2008		12.1044		7.1650		0
		02		2007		11.7032		12.1044		0
		02		2006		11.0530		11.7032		0
		03		2015		18.1518		17.6984		0
		03		2014		17.6585		18.1518		0
		03		2013		13.4578		17.6585		0
		03		2012		11.4315		13.4578		0
		03		2011		12.0743		11.4315		0
		03		2010		9.9778		12.0743		0
		03		2009		7.1512		9.9778		0
		03		2008		12.0874		7.1512		0
		03		2007		11.6927		12.0874		0
		03		2006		11.0486		11.6927		0
		04		2015		17.8815		17.4081		2,211
		04		2014		17.4222		17.8815		2,302
		04		2013		13.2981		17.4222		2,543
		04		2012		11.3133		13.2981		2,666
		04		2011		11.9677		11.3133		2,759
		04		2010		9.9049		11.9677		2,801
		04		2009		7.1098		9.9049		3,002
		04		2008		12.0359		7.1098		3,249
		04		2007		11.6609		12.0359		2,428
		04		2006		11.0355		11.6609		0
		05		2015		17.7923		17.3124		0
		05		2014		17.3441		17.7923		0
		05		2013		13.2452		17.3441		0
		05		2012		11.2741		13.2452		0
		05		2011		11.9323		11.2741		0
		05		2010		9.8807		11.9323		0
		05		2009		7.0961		9.8807		0
		05		2008		12.0189		7.0961		0
		05		2007		11.6503		12.0189		0
		05		2006		11.0311		11.6503		0

396

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2015		17.5273		17.0285		0
		06		2014		17.1120		17.5273		0
		06		2013		13.0880		17.1120		0
		06		2012		11.1575		13.0880		0
		06		2011		11.8270		11.1575		0
		06		2010		9.8085		11.8270		0
		06		2009		7.0550		9.8085		0
		06		2008		11.9677		7.0550		0
		06		2007		11.6187		11.9677		0
		06		2006		11.0180		11.6187		0
		07		2015		17.4398		16.9349		0
		07		2014		17.0354		17.4398		0
		07		2013		13.0361		17.0354		0
		07		2012		11.1189		13.0361		0
		07		2011		11.7921		11.1189		0
		07		2010		9.7845		11.7921		0
		07		2009		7.0414		9.7845		0
		07		2008		11.9507		7.0414		0
		07		2007		11.6081		11.9507		0
		07		2006		11.0136		11.6081		0
		08		2015		17.0937		16.5648		0
		08		2014		16.7316		17.0937		0
		08		2013		12.8298		16.7316		0
		08		2012		10.9655		12.8298		0
		08		2011		11.6532		10.9655		0
		08		2010		9.6891		11.6532		0
		08		2009		6.9870		9.6891		0
		08		2008		11.8829		6.9870		0
		08		2007		11.5660		11.8829		0
		08		2006		10.9961		11.5660		0
Wells Fargo Variable Trust - VT Total Return Bond Fund, Class 2		01		2015		10.8879		10.7225		686,408
		01		2014		10.4844		10.8879		657,164
		01		2013		10.9261		10.4844		542,547
		01		2012		10.4720		10.9261		303,426
		01		2011		10.0000		10.4720		100,226
		02		2015		10.8069		10.6211		86,305
		02		2014		10.4276		10.8069		87,765
		02		2013		10.8891		10.4276		79,307
		02		2012		10.4579		10.8891		48,320
		02		2011		10.0000		10.4579		13,529
		03		2015		10.7868		10.5959		5,692
		03		2014		10.4135		10.7868		5,090
		03		2013		10.8799		10.4135		2,846
		03		2012		10.4544		10.8799		1,962
		03		2011		10.0000		10.4544		0

397

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2015		10.7263		10.5204		62,026
		04		2014		10.3710		10.7263		71,132
		04		2013		10.8521		10.3710		75,129
		04		2012		10.4438		10.8521		37,970
		04		2011		10.0000		10.4438		36,305
		05		2015		10.7062		10.4953		0
		05		2014		10.3568		10.7062		0
		05		2013		10.8428		10.3568		0
		05		2012		10.4402		10.8428		0
		05		2011		10.0000		10.4402		0
		06		2015		10.6462		10.4205		4,406
		06		2014		10.3145		10.6462		4,922
		06		2013		10.8151		10.3145		0
		06		2012		10.4296		10.8151		2,693
		06		2011		10.0000		10.4296		2,844
		07		2015		10.6262		10.3956		0
		07		2014		10.3005		10.6262		0
		07		2013		10.8059		10.3005		0
		07		2012		10.4261		10.8059		0
		07		2011		10.0000		10.4261		0
		08		2015		10.5467		10.2967		0
		08		2014		10.2443		10.5467		0
		08		2013		10.7691		10.2443		0
		08		2012		10.4119		10.7691		0
		08		2011		10.0000		10.4119		0

398

This Prospectus sets forth information about the Contract and the Variable Account that a prospective purchaser should know before investing. Additional information about the Contract and the Variable Account has been filed with the Securities and Exchange Commission in a Statement of Additional Information dated May 2, 2016 which is incorporated herein by reference. The Statement of Additional Information is available upon request and without charge from Delaware Life Insurance Company. To receive a copy, return this request form to the address shown below or telephone (877) 253-2323.

To:	Delaware Life Insurance Company
	P.O. Box 758581
	Topeka, KS 66675-8581
	Please send me a Statement of Additional Information for
	Masters Flex
	Delaware Life Variable Account F.
Name:
Address:
City:		State:	Zip Code:
Telephone:

399

PART B

MAY 2, 2016

MASTERS FLEX

VARIABLE AND FIXED ANNUITY

STATEMENT OF ADDITIONAL INFORMATION

DELAWARE LIFE VARIABLE ACCOUNT F

TABLE OF CONTENTS

Delaware Life Insurance Company	2
Advertising and Sales Literature	2
Tax Deferred Accumulation	4
Calculations	4
Example of Net Investment Factor Calculation	4
Example of Variable Accumulation Unit Value Calculation	5
Annuity Provisions	5
Determination of Annuity Payments	5
Annuity Unit Value	6
Example of Variable Annuity Unit Calculation	6
Example of Variable Annuity Payment Calculation	6
Distribution of the Contract	7
Custodian	7
Experts	7
Financial Statements	8
The Statement of Additional Information sets forth information which may be of interest to prospective purchasers of Masters Flex (the “Contract”) issued by Delaware Life Insurance Company (the “Company” or “Delaware Life”) in connection with Delaware Life Variable Account F (the “Variable Account”) which is not included in the corresponding Prospectus dated May 2, 2016. This Statement of Additional Information should be read in conjunction with the Prospectus, a copy of which may be obtained without charge from the Company by writing to Delaware Life Insurance Company, P.O. Box 758581, Topeka, KS 66675-8581, or by telephoning (877) 253-2323.

The terms used in this Statement of Additional Information have the same meanings as in the Prospectus.

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE PURCHASERS ONLY IF PRECEDED OR ACCOMPANIED BY A CURRENT PROSPECTUS.

DELAWARE LIFE INSURANCE COMPANY

Delaware Life Holdings, LLC is the Company’s corporate parent. Delaware Life Holdings, LLC is ultimately controlled by Todd L. Boehly and Mark R. Walter. Messrs. Boehly and Walter ultimately control the Company through the following intervening companies: Delaware Life Holdings,, LLC, Delaware Life Holdings Parent, LLC, Delaware Life Holdings Parent II, LLC, Delaware Life Equity Investors, LLC, DLICM, LLC, and DLICT, LLC. The nature of the business of Messrs. Boehly and Walter and these intervening companies is investing in companies engaged in the business of life insurance and annuities.

ADVERTISING AND SALES LITERATURE

As set forth in the Prospectus, the Company may refer to the following organizations (and others) in its marketing materials:

A.M. Best’s Rating System is designed to evaluate the various factors affecting the overall performance of an insurance company in order to provide an opinion as to an insurance company’s relative financial strength and ability to meet its contractual obligations. The procedure includes both a quantitative and qualitative review of each company.

Lipper Variable Insurance Products Performance Analysis Service is a publisher of statistical data covering the investment company industry in the United States and overseas. Lipper is recognized as the leading source of data on open-end and closed-end funds. Lipper currently tracks the performance of over 5,000 investment companies and publishes numerous specialized reports, including reports on performance and portfolio analysis, fee and expense analysis.

Standard & Poor’s insurance claims-paying ability rating is an opinion of an operating insurance company’s financial capacity to meet obligations of its insurance policies in accordance with their terms.

VARDS (Variable Annuity Research Data Service) provides a comprehensive guide to variable annuity contract features and historical fund performance. The service also provides a readily understandable analysis of the comparative characteristics and market performance of funds inclusive in variable contracts.

Moody’s Investors Services, Inc.’s insurance claims-paying rating is a system of rating an insurance company’s financial strength, market leadership, and ability to meet financial obligations. The purpose of Moody’s ratings is to provide investors with a simple system of gradation by which the relative quality of insurance companies may be noted.

Standard & Poor’s Index - broad-based measurement of changes in stock-market conditions based on the average performance of 500 widely held common stocks; commonly known as the Standard & Poor’s 500 (S&P 500). The selection of stocks, their relative weightings to reflect differences in the number of outstanding shares, and publication of the index itself are services of Standard & Poor’s Corporation, a financial advisory, securities rating, and publishing firm. The index tracks 400 industrial company stocks, 20 transportation stocks, 40 financial company stocks, and 40 public utilities.

NASDAQ-OTC Price Index - this index is based on the National Association of Securities Dealers Automated Quotations (NASDAQ) and represents all domestic over-the-counter stocks except those traded on exchanges and those having only one market maker, a total of some 3,500 stocks. It is market value-weighted and was introduced with a base of 100.00 on February 5, 1971.

Dow Jones Industrial Average (DJIA) - price-weighted average of 30 actively traded blue chip stocks, primarily industrials, but including American Express Company and American Telephone and Telegraph Company. Prepared and Published by Dow Jones & Company, it is the oldest and most widely quoted of all the market indicators. The average is quoted in points, not dollars.

2

Morningstar, Inc. is an independent financial publisher offering comprehensive statistical and analytical coverage of open-end and closed-end funds and variable annuities. This coverage for mutual funds includes, among other information, performance analysis rankings, risk rankings (e.g. aggressive, moderate or conservative), and “style box” matrices. Style box matrices display, for equity funds, the investment philosophy and size of the companies in which the fund invests and, for fixed-income funds, interest rate sensitivity and credit quality of the investment instruments.

Ibbotson Associates, Inc. is a consulting firm that provides a variety of historical data, including total return, capital appreciation and income, on the stock market as well as other investment asset classes, and inflation. This information will be used primarily for comparative purposes and to illustrate general financial planning principles.

In its advertisements and other sales literature for the Variable Account and the Funds, the Company intends to illustrate the advantages of the Contracts in a number of ways:

Dollar-Cost Averaging Illustrations. These illustrations will generally discuss the price-leveling effect of making regular investments in the same Sub-Accounts over a period of time, to take advantage of the trends in market prices of the portfolio securities purchased by those Sub-Accounts.

Systematic Withdrawal Program. A service provided by the Company, through which a Participant may take any distribution allowed by Internal Revenue Code Section 401 (a) (9) in the case of Qualified Contracts, or permitted under Internal Revenue Code Section 72 in the case of Non-Qualified Contracts, by way of a series of partial withdrawals. Withdrawals under this program may be fully or partially includible in income and may be subject to a 10% penalty tax. You should consult a qualified tax professional.

The Company’s and the Funds’ Customers. Sales literature for the Variable Account and the Funds may refer to the number of clients which they serve.

The Company’s Assets, Size. The Company may discuss its general financial condition (see, for example, the references to Standard & Poor’s and A.M. Best Company above); it may refer to its assets; and it may discuss its relative size and/or ranking among companies in the industry or among any sub-classification of those companies, based upon recognized evaluation criteria.

Compound Interest Illustrations. These will emphasize several advantages of the variable annuity contract. For example, but not by way of limitation, the literature may emphasize the potential savings through tax deferral; the potential advantage of the Variable Account over the Fixed Account; and the compounding effect when a participant makes regular deposits to his or her account.

The Company may use hypothetical illustrations of the benefits of tax deferral, including but not limited to the following chart. The chart below assumes an initial investment of $10,000 which remains fully invested for the entire time period, an 8% annual return, and a 33% combined federal and state income tax rate. It compares how 3 different investments might fare over 10, 20, and 30 years. The first example illustrates an investment in a non-tax-deferred account and assumes that taxes are paid annually out of that account. The second example illustrates how the same investment would grow in a tax-deferred investment, such as an annuity. The third example illustrates the net value of the tax-deferred investment after paying taxes on the full account value.

	10 YEARS		20 YEARS		30 YEARS
Non-Tax-Deferred Account	$	16,856	$	28,413	$	47,893
Tax-Deferred Account	$	21,589	$	46,610	$	100,627
Tax-Deferred Account After Paying Taxes	$	17,765	$	34,528	$	70,720

This illustration is hypothetical and does not represent the projected performance of the contract or any of its investment options. The illustration does not reflect the deduction of any charges or fees related to portfolio management, mortality and expense, or account administration. Taxes on earnings within an annuity are due upon withdrawal. Withdrawals may also be subject to surrender charges and, if made prior to age 59 ¹⁄₂, a 10% federal penalty tax.

3

TAX-DEFERRED ACCUMULATION

In general, individuals who own annuity contracts are not taxed on increases in the value of their annuity contracts until some form of distribution is made under the contract. As a result, the annuity contract would benefit from tax deferral during the contract’s accumulation phase; this would have the effect of permitting an investment in an annuity contract to grow more rapidly that a comparable investment under which increases in value are taxed on a current basis.

In reports or other communications to you or in advertising or sales materials, we may also describe the effects of tax-deferred compounding on the Variable Account’s investment returns. We may illustrate these effects in charts or graphs and from time to time may include comparisons of returns under the Contract or in general on a tax-deferred basis, with the returns on a taxable basis. Different tax rates may be assumed. Any such illustrative chart or graph would show accumulations on an initial investment or Purchase Payment, assuming a given amount (including the applicable interest credit), hypothetical gross annual returns compounded annually, and a stated rate of return. The values shown for the taxable investment would not include any deduction for management fees or other expenses, but would assume the annual deduction of federal and state taxes from investment returns. The values shown for the Contract in a chart would reflect the deduction of Contract expenses, such as the mortality and expense risk charge, the 0.15% administrative charge, and the $50 annual Account Fee. In addition, the values shown would assume that the Participant has not surrendered his or her Contract or made any partial surrenders until the end of the period shown. The chart would assume a full surrender at the end of the period shown and the payment of federal and state taxes, at a rate of not more than 33%, on the amount in excess of the Purchase Payments.

In developing illustrative tax deferral charts, we will observe these general principles:

• The assumed rate of earnings will be realistic.

• The illustrative chart will accurately depict the effect of all fees and charges or provide a narrative that prominently discloses all fees and charges under the Contract.

• Charts comparing accumulation values for tax-deferred and non-tax-deferred investments will depict the implications of any surrender.

• A narrative accompanying the chart will prominently disclose that there may be a 10% tax penalty on a surrender by a Participant who has not reached age 59 ¹⁄₂ at the time of surrender.

The rates of return illustrated in any chart would be hypothetical and are not an estimate or guaranty of performance. Actual tax returns may vary among Participants.

CALCULATIONS

Example of Net Investment Factor Calculation

We determine the net investment factor using the following formula:

Investment Factor	=	(	a + b	)	- d
			c

where:

(a) is the net asset value of a Fund share held in the Sub-Account at the end of that Valuation Period;

(b) is the per share amount of any dividend or capital gains distribution made by that Fund during the Valuation Period;

(c) is the net asset value per share of the Fund share at the end of the previous Valuation Period;

(d) is a factor representing the asset-based insurance charges (the mortality and expense risk charge, the administrative expense charge, and the distribution fee) plus any applicable asset-based charge for an optional benefit for the Valuation Period.

4

Assume the following facts about a particular Variable Account at the end of the current Valuation Period.

(a) the net asset value of a fund equals $ 18.38

(b) the per share amount of any dividend or capital gains distributions equal $0

(c) the net asset value per share of the Fund share at the end of the previous Valuation Period equals $18.32

(d) the factor representing the asset-based insurance charges (the mortality and expense risk charge, the administrative expense charge, and the distribution fee) plus any applicable asset-based charge for an optional benefit for the Valuation Period equals 0.00004837.

The net investment factor is, therefore, determined as follows:

(18.38 + 0.00) - (.00004837)	=	1.00322674
18.32

Example of Variable Accumulation Unit Value Calculation

We calculate the Variable Accumulation Unit Value for any Valuation Period as follows: we multiply the Variable Accumulation Unit Value for the immediately preceding Valuation Period by the appropriate Net Investment Factor for the subsequent Valuation Period.

Assume the Variable Accumulation Unit value for the immediately preceding Valuation Period had been 14.5645672. Assume that the Net Investment Factor for the subsequent Valuation Period is 1.00321276 as shown in the calculation above. The value for the current Valuation Period would be, therefore, determined as follows:

(14.5645672 x 1.00321276) = 14.6113597

ANNUITY PROVISIONS

Determination of Annuity Payments

On the Annuity Commencement Date, the Contract’s Accumulation Account will be canceled and its adjusted value will be applied to provide a Variable Annuity or a Fixed Annuity or a combination of both. The adjusted value will be equal to the value of the Accumulation Account for the Valuation Period which ends immediately preceding the Annuity Commencement Date, reduced by any applicable premium or similar taxes and a proportionate amount of the contract maintenance charge to reflect the time elapsed between the last Contract Anniversary and the day before the Annuity Commencement Date.

The dollar amount of the first variable annuity payment will be determined in accordance with the annuity payment rates found in the Contract which are based on an assumed interest rate of 3% per year. All variable annuity payments other than the first are determined by means of Annuity Units credited to the Contract. The number of Annuity Units to be credited in respect of a particular Variable Account is determined by dividing that portion of the first variable annuity payment attributable to that Variable Account by the Annuity Unit value of that Variable Account for the Valuation Period which ends immediately preceding the Annuity Commencement Date. The number of Annuity Units of each particular Variable Account credited to the Contract then remains fixed unless an exchange of Annuity Units is made as described below. The dollar amount of each variable annuity payment after the first may increase, decrease or remain constant, and is equal to the sum of the amounts determined by multiplying the number of Annuity Units of a particular Variable Account credited to the Contract by the Annuity Unit value for the particular Variable Account for the Valuation Period which ends immediately preceding the due date of each subsequent payment.

5

Annuity Unit Value

The Annuity Unit value for each Variable Account was established at $10.00 for the first Valuation Period of the particular Variable Account. The Annuity Unit value for any subsequent Valuation Period is determined using the following formula:

Annuity Unit Value = (A x B) x C

where:

A equals the Annuity Unit value for the immediately preceding Valuation Period

B equals the Net Investment Factor for the current Valuation Period

C equals a factor to neutralize the assumed interest rate of 3% per year used to establish the annuity payment rates found in the Contract. (This factor is 0.99991902 for a one day Valuation Period.)

Example of Variable Annuity Unit Calculation

Assume the value of an Annuity Unit for the immediately preceding Valuation Period had been 12.3456789. Assume that the Net Investment Factor for the subsequent Valuation Period is 1.00322953 as shown in the calculation above. If the first variable annuity payment is determined by using an annuity payment based on an assumed interest rate of 3% per year, the value of the Annuity Unit for the current Valuation Period would be determined as follows:

(12.3456789 x 1.00322953) x 0.99991902 = 12.3845466

Example of Variable Annuity Payment Calculation

The first Variable Annuity payment is determined by multiplying the Variable Accumulation Unit value for the Valuation Period (as described under “Example of Variable Accumulation Unit Calculation”) by the annuity payment rate for the age and annuity option elected.

Assume the following facts:

• the Account value being annuitized is made up of a particular Variable Account with 8,765.4321 Variable Accumulation Units;

• at the end of the Valuation Period immediately preceding the Annuity Commencement Date, the Variable Accumulation Unit value and the Annuity Unit value for that Variable Account are 14.5645672 and 12.3456789, respectively;

• the annuity payment rate for the age and option elected is $6.78 per $1,000; and

• on the day prior to the second variable annuity payment date, the Annuity Unit value is 12.3724831.

The first Variable Annuity payment would be determined as follows:

(8,765.4321 x 14.5645672) x 6.78	=	$	865.57
1,000

This first Variable Annuity payment of $865.57 represents 70.1112 Variable Annuity Units, which are calculated by dividing the first Variable Annuity Payment by the Variable Annuity Unit value at the end of the Valuation Period immediately preceding the Annuity Commencement Date. In this case, $865.57 divided by 12.3456789.

Subsequent Variable Annuity payments are determined by multiplying the number of Variable Annuity Units (calculated for the first Variable Annuity payment) by the Variable Annuity Unit value at the end of the Valuation

6

Period immediately preceding the annuity payment date. Thus, the second Variable Annuity payment would be determined as follows:

70.1112 x 12.3845467 = $ 868.29

DISTRIBUTION OF THE CONTRACT

We offer the Contract on a continuous basis through the general distributor and principal underwriter of the Contracts, Clarendon Insurance Agency, Inc. (“Clarendon”). Clarendon also acts as the general distributor of certain other annuity contracts issued by the Company and its subsidiary, Delaware Life Insurance Company of New York, and variable life insurance contracts issued by the Company.

In addition to commissions, the Company may, from time to time, pay or allow additional promotional incentives, in the form of cash or other compensation. The Company reserves the right to offer these additional incentives only to certain broker-dealers that sell or are expected to sell during specified time periods certain minimum amounts of Contracts or Certificates or other contracts offered by the Company. Promotional incentives may change at any time.

Commissions will not be paid to selling agents with respect to Participant Accounts established for the personal account of employees of the Company or any of its affiliates, or of persons engaged in the distribution of the Contract, or of immediate family members of such employees or persons. In addition, commissions may be waived or reduced in connection with certain transactions described in the Prospectus under the heading “Waivers; Reduced Charges; Credits; Special Guaranteed Interest Rates.” Total commissions paid on behalf of Clarendon in connection with the Variable Account during 2013, 2014, and 2015, were approximately $89,921,647, $91,329,750 and $83,577,578, respectively.

CUSTODIAN

We are the Custodian of the assets of the Variable Account. We will purchase Fund shares at net asset value in connection with amounts allocated to the Sub-Accounts in accordance with your instructions, and we will redeem Fund shares at net asset value for the purpose of meeting the contractual obligations of the Variable Account, paying charges relative to the Variable Account or making adjustments for annuity reserves held in the Variable Account.

EXPERTS

The statutory-basis financial statements of Delaware Life Insurance Company (the “Company”) as of December 31, 2015 and 2014 and for the three years ended December 31, 2015, 2014 and 2013 (which report expresses an unmodified opinion in accordance with accounting practices prescribed or permitted by the Insurance Department of the State of Delaware and includes an emphasis-of-matter paragraph relating to the Company’s quasi-reorganization), included in this Statement of Additional Information have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. Their office is located at 185 Asylum Street, Suite 2400, Hartford, Connecticut 06103.

The audited financial statements of Delaware Life Variable Account F as of December 31, 2015 and for the year then ended, included in this Statement of Additional Information have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

7

FINANCIAL STATEMENTS

The financial statements of the Variable Account and Delaware Life Insurance Company are included herein. The consolidated financial statements of Delaware Life Insurance Company are provided as relevant to its ability to meet its financial obligations under the Contracts and Certificates and should not be considered as bearing on the investment performance of the assets held in the Variable Account.

8

Delaware Life

Variable Account F – Regatta

Financial Statements as of and for the Year Ended December 31, 2015 and

Report of Independent Registered Public Accounting Firm

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

Index

December 31, 2015

	Page(s)
Report of Independent Registered Public Accounting Firm		1
Financial Statements
Statement of Assets and Liabilities		2-10
Statement of Operations		11-52
Statement of Changes in Net Assets		53-122
Notes to the Financial Statements		123-160

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Delaware Life Insurance Company and the Participants of Delaware Life Variable Account F - Regatta:

In our opinion, the accompanying statement of assets and liabilities and the related statements of operations and of changes in net assets present fairly, in all material respects, the financial position of each of the sub-accounts constituting the Delaware Life Variable Account F - Regatta of Delaware Life Insurance Company at December 31, 2015, the results of each of their operations for the year then ended, and the changes in each of their net assets for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Delaware Life Insurance Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

May 2, 2016

Hartford, CT

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2015

	Shares		Cost		Value
Assets:
Investments at fair value:
AB VPS Balanced Wealth Strategy Portfolio (Class B) Sub-Account (AL1)		5,374,245	$	63,464,317	$	58,418,046
AB VPS Dynamic Asset Allocation Portfolio Class B Sub-Account (AO5)		9,359,238		103,371,492		105,291,429
AB VPS International Growth Portfolio (Class B) Sub-Account (AM2)		353,709		6,034,825		6,504,708
AB VPS International Value Portfolio (Class B) Sub-Account (A98)		3,119,279		39,202,508		41,829,537
AB VPS Small/Mid Cap Value Portfolio (Class B) Sub-Account (A74)		417,345		8,667,275		7,157,471
BlackRock Global Allocation V.I. Fund (Class III) Sub-Account (B18)		44,884,564		631,250,164		585,294,716
Columbia Variable Portfolio - Large Cap Growth Fund II Class 1 Sub-Account (C61)		3,664		47,728		53,720
Columbia Variable Portfolio - Large Cap Growth Fund II Class 2 Sub-Account (C62)		5,308,612		65,866,031		76,231,674
Columbia Variable Portfolio - Loomis Sayles Growth Fund II Class 2 Sub-Account (C64)		972,877		25,234,767		24,428,942
Columbia Variable Portfolio - International Opportunities Fund Class 2 Sub-Account (C65)		388,461		6,027,849		6,817,493
Columbia Variable Portfolio - Small Cap Value Fund Class 2 Sub-Account (C71)		2,149		39,686		34,255
Fidelity VIP Balanced Portfolio (Service Class 2) Sub-Account (FD7)		6,966,649		111,844,894		111,118,048
Fidelity VIP Contrafund Portfolio (Service Class 2) Sub-Account (F24)		5,980,487		152,894,174		198,911,013
Fidelity VIP Freedom 2010 Portfolio (Service Class 2) Sub-Account (F88)		248,923		2,898,226		3,006,987
Fidelity VIP Freedom 2015 Portfolio (Service Class 2) Sub-Account (FB9)		1,495,617		16,793,073		18,231,566
Fidelity VIP Freedom 2020 Portfolio (Service Class 2) Sub-Account (F15)		2,361,002		24,929,764		29,229,209
Fidelity VIP Mid Cap Portfolio (Service Class 2) Sub-Account (F41)		3,686,542		116,945,873		117,342,638
First Eagle Overseas Variable Fund Sub-Account (FE3)		13,753,081		372,323,504		341,213,945
Franklin Templeton Developing Markets VIP Fund Class 2 Sub-Account (T21)		4,603,432		40,216,515		29,093,690
Franklin Templeton Foreign VIP Fund Class 2 Sub-Account (T20)		9,195,535		123,197,020		121,381,057
Franklin Templeton Founding Funds Allocation VIP Fund Class 2 Sub-Account (FE6)		5,591,263		38,599,241		37,741,024
Franklin Templeton Global Bond VIP Fund Class 4 Sub-Account (T59)		396,155		7,298,842		6,409,794
Franklin Templeton Growth VIP Fund Class 2 Sub-Account (F56)		1,762,937		21,317,897		23,482,327
Franklin Templeton Income VIP Fund Class 2 Sub-Account (F59)		6,231,498		94,469,030		88,487,276
Franklin Templeton Income VIP Fund Class 4 Sub-Account (FF0)		184,656		2,878,831		2,675,662
Franklin Templeton Mutual Shares VIP Fund Class 2 Sub-Account (F54)		9,540,718		150,824,184		183,181,786
Franklin Templeton Mutual Shares VIP Fund Class 4 Sub-Account (FG8)		15,046		311,626		290,680
Franklin Templeton Small Cap Value VIP Fund Class 2 Sub-Account (F53)		1,926,979		37,724,767		34,068,987
Franklin Templeton Small Cap Value VIP Fund Class 4 Sub-Account (FJ9)		45,300		871,491		813,592
Franklin Templeton Strategic Income VIP Fund Class 2 Sub-Account (T28)		2,100,996		25,310,482		21,451,174
Franklin Templeton Strategic Income VIP Fund Class 4 Sub-Account (FJ0)		34,823		425,101		363,551
Huntington VA Dividend Capture Sub-Account (H24)		156,201		1,870,699		1,899,403
Huntington VA Situs Fund Sub-Account (H32)		122,153		2,384,904		2,118,139
Invesco V.I. American Value Fund Series II Sub-Account (V35)		657,748		11,803,128		10,227,982
Invesco V.I. Comstock Fund Series II Sub-Account (V13)		1,934,547		32,009,352		33,873,916
Invesco V.I. Equity and Income Fund Series II Sub-Account (V11)		6,782,915		116,914,385		109,611,910
Invesco V.I. International Growth Fund II Sub-Account (AC1)		93,848		3,276,703		3,100,744
JPMorgan Insurance Trust Core Bond Portfolio (Class 2) Sub-Account (J88)		3,383,444		37,268,470		36,575,031
JPMorgan Insurance Trust U.S. Equity Portfolio (Class 2) Sub-Account (J94)		432,468		10,965,632		10,911,156
Lazard Retirement Emerging Markets Equity Portfolio Service Class Sub-Account (L11)		2,584,703		51,688,452		40,579,844

The accompanying notes are an integral part of these financial statements.

- 2 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 2015

	Shares		Cost		Value
Assets (continued):
Investments at fair value (continued):
Lord Abbett Series Fund - Growth Opportunities Portfolio VC Sub-Account (L18)		2,651,469	$	36,269,151	$	31,499,449
Lord Abbett Series Fund- Fundamental Equity Portfolio VC Sub-Account (L17)		2,545,547		48,651,383		41,441,498
MFS VIT Total Return Series Initial Class Sub-Account (M07)		16,725,160		372,447,288		377,988,618
MFS VIT Total Return Series Service Class Sub-Account (M35)		19,062,370		419,034,342		424,328,346
MFS VIT I Growth Series Initial Class Sub-Account (M31)		3,397,176		102,381,385		136,464,578
MFS VIT I Growth Series Service Class Sub-Account (M80)		522,541		18,013,343		20,426,122
MFS VIT I Mid Cap Growth Series Initial Class Sub-Account (MF1)		2,788,516		20,402,159		22,893,719
MFS VIT I Mid Cap Growth Series Service Class Sub-Account (M41)		4,282,362		30,598,875		33,616,543
MFS VIT I New Discovery Series Initial Class Sub-Account (M05)		3,329,446		62,937,145		51,573,123
MFS VIT I New Discovery Series Service Class Sub-Account (M42)		3,576,173		62,027,188		51,675,695
MFS VIT I Total Return Bond Series Service Class Sub-Account (M89)		47,783,833		632,639,844		610,677,383
MFS VIT I Research Series Service Class Sub-Account (M82)		6,286,821		142,437,772		166,097,799
MFS VIT I Utilities Series Initial Class Sub-Account (M44)		4,538,216		154,766,712		115,996,792
MFS VIT I Utilities Series Service Class Sub-Account (M40)		2,940,989		96,190,982		73,965,874
MFS VIT I Value Series Initial Class Sub-Account (M83)		15,856,206		265,924,720		291,595,632
MFS VIT I Value Series Service Class Sub-Account (M08)		8,083,634		154,955,808		146,475,449
MFS VIT II Blended Research Core Equity Portfolio I Class Sub-Account (MB6)		5,992,376		187,896,319		290,989,759
MFS VIT II Blended Research Core Equity Portfolio S Class Sub-Account (MB7)		1,792,206		51,857,206		86,491,873
MFS VIT II Corporate Bond Portfolio I Class Sub-Account (MC0)		5,704,869		66,712,156		63,666,338
MFS VIT II Corporate Bond Portfolio S Class Sub-Account (MA0)		14,096,958		165,495,201		155,489,447
MFS VIT II Core Equity Portfolio I Class Sub-Account (MC2)		4,680,819		75,579,681		99,607,836
MFS VIT II Core Equity Portfolio S Class Sub-Account (MC1)		1,953,515		36,290,472		41,219,167
MFS VIT II Emerging Markets Equity Portfolio I Class Sub-Account (MC3)		1,531,982		23,123,208		17,755,666
MFS VIT II Emerging Markets Equity Portfolio S Class Sub-Account (MA1)		1,766,547		24,539,950		20,173,964
MFS VIT II Global Governments Portfolio I Class Sub-Account (MC4)		1,259,845		13,580,329		12,396,880
MFS VIT II Global Governments Portfolio S Class Sub-Account (MC5)		163,336		1,722,208		1,582,724

The accompanying notes are an integral part of these financial statements.

- 3 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 2015

	Shares		Cost		Value
Assets (continued):
Investments at fair value (continued):
MFS VIT II Global Growth Portfolio I Class Sub-Account (MC6)		2,225,407	$	31,890,903	$	46,466,507
MFS VIT II Global Growth Portfolio S Class Sub-Account (MC7)		96,167		1,604,905		2,002,189
MFS VIT II Global Research Portfolio I Class Sub-Account (MC8)		3,804,486		63,617,555		93,704,487
MFS VIT II Global Research Portfolio S Class Sub-Account (MC9)		295,042		5,625,999		7,234,431
MFS VIT II Global Tactical Allocation Portfolio I Class Sub-Account (MD0)		3,687,885		53,000,310		55,023,247
MFS VIT II Global Tactical Allocation Portfolio S Class Sub-Account (M92)		49,231,614		710,360,417		724,689,358
MFS VIT II Government Securities Portfolio I Class Sub-Account (M96)		8,023,206		106,069,661		102,055,181
MFS VIT II Government Securities Portfolio S Class Sub-Account (MD2)		18,510,127		243,730,701		233,968,003
MFS VIT II High Yield Portfolio I Class Sub-Account (MA6)		11,387,199		66,524,273		61,832,492
MFS VIT II High Yield Portfolio Service Class Sub-Account (MA3)		10,701,355		63,327,913		57,466,275
MFS VIT II International Growth Portfolio I Class Sub-Account (M97)		3,185,234		38,190,642		40,038,396
MFS VIT II International Growth Portfolio S Class Sub-Account (MD5)		1,450,529		18,161,425		18,102,598
MFS VIT II International Value Portfolio I Class Sub-Account (M98)		2,090,765		35,638,124		46,958,591
MFS VIT II International Value Portfolio S Class Sub-Account (M93)		5,358,144		84,046,118		118,575,720
MFS VIT II Massachusetts Investors Growth Stock Portfolio I Class Sub-Account (MD6)		19,020,042		218,046,989		311,548,289
MFS VIT II Massachusetts Investors Growth Stock Portfolio S Class Sub-Account (MB3)		2,340,035		29,380,597		37,955,366
MFS VIT II Money Market Portfolio I Class Sub-Account (MD8)		63,188,056		63,188,058		63,188,056
MFS VIT II Money Market Portfolio Service Class Sub-Account (MD9)		169,092,842		169,092,844		169,092,842
MFS VIT II Research International Portfolio I Class Sub-Account (ME2)		1,782,557		25,175,046		24,688,408
MFS VIT II Research International Portfolio S Class Sub-Account (ME3)		4,232,855		54,952,734		57,905,463

The accompanying notes are an integral part of these financial statements.

- 4 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 2015

	Shares		Cost		Value
Assets (continued):
Investments at fair value (continued):
MFS VIT II Strategic Income Portfolio I Class Sub-Account (MA5)		3,363,745	$	33,459,885	$	31,114,638
MFS VIT II Strategic Income Portfolio S Class Sub-Account (MA7)		683,089		6,709,634		6,263,928
MFS VIT II Technology Portfolio I Class Sub-Account (ME4)		1,252,078		10,471,488		15,588,369
MFS VIT II Technology Portfolio S Class Sub-Account (MA2)		123,879		1,075,301		1,480,354
MFS VIT III Blended Research Small Cap Portfolio Service Class Sub-Account (MF3)		6,448,118		87,576,816		77,570,859
MFS VIT III Conservative Allocation Portfolio Service Class Sub-Account (MF5)		58,712,634		673,735,923		651,710,237
MFS VIT III Global Real Estate Portfolio Initial Class Sub-Account (MF6)		196,760		2,230,987		2,666,098
MFS VIT III Global Real Estate Portfolio Service Class Sub-Account (MF7)		5,061,013		64,854,773		77,332,281
MFS VIT III Growth Allocation Portfolio Service Class Sub-Account (MF9)		38,558,577		437,203,286		434,555,162
MFS VIT III Inflation Adjusted Bond Portfolio Service Class Sub-Account (MG1)		17,018,672		184,380,788		164,400,368
MFS VIT III Limited Maturity Portfolio Initial Class Sub-Account (MF2)		30,086,147		309,633,535		305,073,526
MFS VIT III Limited Maturity Portfolio Service Class Sub-Account (MG2)		15,710,229		161,367,349		158,987,521
MFS VIT III Mid Cap Value Portfolio Initial Class Sub-Account (MG3)		4,453,029		39,202,755		34,911,748
MFS VIT III Mid Cap Value Portfolio Service Class Sub-Account (MG4)		4,165,379		37,809,603		32,406,652
MFS VIT III Moderate Allocation Portfolio Service Class Sub-Account (MG6)		136,436,601		1,644,011,264		1,701,364,410
MFS VIT III New Discovery Value Portfolio Service Class Sub-Account (MG7)		809,560		7,803,243		7,593,674
Morgan Stanley UIF Growth Portfolio Class II Sub-Account (V44)		123,384		3,655,340		3,578,134
Morgan Stanley UIF Mid Cap Growth Portfolio Class II Sub-Account (V43)		754,834		9,081,890		7,435,112
Oppenheimer Capital Appreciation Fund/VA (Service Shares) Sub-Account (O19)		373,875		19,314,621		20,488,327

The accompanying notes are an integral part of these financial statements.

- 5 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 2015

	Shares		Cost		Value
Assets (continued):
Investments at fair value (continued):
Oppenheimer Conservative Balanced Fund/VA (Service Shares) Sub-Account (O23)		707,255	$	8,024,413	$	10,099,601
Oppenheimer Global Fund/VA (Service Shares) Sub-Account (O20)		649,032		22,421,942		24,397,108
Oppenheimer Main Street Fund/VA (Service Shares) Sub-Account (O21)		7,933,035		145,851,074		229,899,342
Oppenheimer Main Street Small Cap Fund/VA (Service Shares) Sub-Account (O04)		297,153		6,164,368		6,255,065
PIMCO Global Dividend Portfolio, Advisor Class Sub-Account (PH2)		21,210		254,078		200,218
PIMCO VIT All Asset Portfolio Admin Class Sub-Account (P08)		2,164,607		23,617,334		19,697,927
PIMCO VIT All Asset Portfolio Advisor Class Sub-Account (PC0)		2,038,020		22,587,358		18,729,408
PIMCO VIT CommodityRealReturn Strategy Portfolio Advisor Class Sub-Account (P70)		63,901		742,324		446,668
PIMCO VIT CommodityRealReturnTM Strategy Portfolio Admin Class Sub-Account (P10)		5,336,624		60,141,936		36,876,070
PIMCO VIT Emerging Markets Bond Portfolio Admin Class Sub-Account (PK8)		1,091,565		15,251,077		12,771,316
PIMCO VIT Emerging Markets Bond Portfolio Advisor Clas Sub-Account (P20)		30,883		429,274		361,335
PIMCO VIT Global Multi-Asset Managed Allocation Portfolio Advisor Class Sub-Account (PD6)		48,265,555		595,385,812		549,262,011
PIMCO VIT Real Return Portfolio Admin Class Sub-Account (P06)		4,323,165		59,242,447		51,575,353
PIMCO VIT Total Return Portfolio Admin Class Sub-Account (P07)		19,328,978		216,726,954		204,500,589
Putnam VT Absolute Return 500 Fund Class IB Sub-Account (PI3)		2,189,452		22,777,009		22,638,935
Putnam VT Equity Income Fund Class IB Sub-Account (P72)		739,135		15,756,484		15,928,366
Wanger Select Fund Sub-Account (W41)		13,208		345,503		319,237
Wanger USA Sub-Account (W42)		2,365		76,500		75,099
Wells Fargo VT Total Return Bond Fund Class 2 Sub-Account (W46)		3,991,601		41,628,542		41,472,738
Total investments				12,898,565,853		13,168,068,079
Total assets			$	12,898,565,853	$	13,168,068,079
Liabilities:
Payable to Contractholder					$	8,393,323
Payable to Sponsor						3,291,412
Total liabilities						11,684,735
Net Assets					$	13,156,383,344

The accompanying notes are an integral part of these financial statements.

- 6 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 2015

	Total Units		Applicable to Owners of Deferred Variable Annuity Contracts Value		Reserve for Variable Annuities		Total Value
Net Assets:
AL1		4,512,477	$	58,432,090	$	—	$	58,432,090
AO5		9,592,149		105,174,303		—		105,174,303
AM2		774,917		6,494,198		—		6,494,198
A98		5,778,249		41,831,964		—		41,831,964
A74		437,564		7,147,192		31,185		7,178,377
B18		40,093,659		584,623,457		106,263		584,729,720
C61		3,018		53,720		—		53,720
C62		5,635,627		76,303,513		1,028		76,304,541
C64		1,572,715		24,463,548		63,640		24,527,188
C65		513,806		6,857,974		—		6,857,974
C71		2,127		34,255		—		34,255
FD7		7,553,495		111,120,652		—		111,120,652
F24		12,707,426		197,991,579		131,197		198,122,776
F88		215,408		3,006,722		—		3,006,722
FB9		1,266,991		18,207,001		—		18,207,001
F15		2,026,917		29,229,313		—		29,229,313
F41		7,301,226		117,169,486		1,971		117,171,457
FE3		25,596,651		340,943,374		41,974		340,985,348
T21		2,802,285		29,094,361		407		29,094,768
T20		6,850,839		121,272,009		80,254		121,352,263
FE6		3,088,382		37,738,539		—		37,738,539
T59		620,029		6,420,065		—		6,420,065
F56		1,224,047		23,262,943		19,623		23,282,566
F59		7,202,924		88,241,120		35,547		88,276,667
FF0		221,349		2,675,685		—		2,675,685
F54		9,046,135		182,991,950		34,083		183,026,033
FG8		19,752		290,680		—		290,680
F53		1,241,308		33,770,572		—		33,770,572
FJ9		52,597		813,592		—		813,592
T28		1,632,712		21,339,869		—		21,339,869
FJ0		33,869		364,463		—		364,463
H24		135,046		1,892,317		—		1,892,317

The accompanying notes are an integral part of these financial statements.

- 7 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 2015

	Total Units		Applicable to Owners of Deferred Variable Annuity Contracts Value		Reserve for Variable Annuities		Total Value
Net Assets (continued):
H32		157,815	$	2,112,682	$	—		2,112,682
V35		658,892		10,234,351		—		10,234,351
V13		2,533,709		33,829,593		—		33,829,593
V11		7,299,418		109,646,517		—		109,646,517
AC1		243,180		3,100,461		—		3,100,461
J88		3,583,990		36,693,573		—		36,693,573
J94		613,320		10,824,807		—		10,824,807
L11		5,273,665		40,571,521		2,151		40,573,672
L18		1,472,427		31,523,521		15,740		31,539,261
L17		2,037,566		41,426,448		6,110		41,432,558
M07		33,503,120		374,473,571		2,919,912		377,393,483
M35		38,061,626		423,527,079		455,466		423,982,545
M31		6,024,171		135,714,220		674,350		136,388,570
M80		851,571		20,414,206		7,326		20,421,532
MF1		2,692,372		22,808,678		64,073		22,872,751
M41		1,724,133		33,564,934		11,744		33,576,678
M05		5,274,363		51,380,050		93,652		51,473,702
M42		4,234,433		51,640,625		39,075		51,679,700
M89		58,329,019		610,032,873		96,781		610,129,654
M82		11,612,965		166,078,443		4,736		166,083,179
M44		13,586,264		115,082,798		793,491		115,876,289
M40		8,723,614		73,904,560		—		73,904,560
M83		22,857,789		290,394,019		1,021,534		291,415,553
M08		10,766,656		146,256,732		95,150		146,351,882
MB6		11,089,198		288,825,309		1,764,236		290,589,545
MB7		3,811,047		86,321,548		167,919		86,489,467
MC0		2,988,943		63,112,652		417,259		63,529,911
MA0		9,138,528		155,079,764		14,321		155,094,085
MC2		4,776,662		99,134,786		548,708		99,683,494
MC1		2,594,573		41,111,926		107,822		41,219,748
MC3		796,990		17,578,827		186,606		17,765,433

The accompanying notes are an integral part of these financial statements.

- 8 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 2015

	Total Units		Applicable to Owners of Deferred Variable Annuity Contracts Value		Reserve for Variable Annuities		Total Value
Net Assets (continued):
MA1		1,637,155	$	20,170,614	$	1,137	$	20,171,751
MC4		689,912		12,198,487		103,063		12,301,550
MC5		110,442		1,581,881		1,218		1,583,099
MC6		1,741,127		46,189,354		230,851		46,420,205
MC7		96,438		1,996,561		—		1,996,561
MC8		4,325,426		92,626,023		970,188		93,596,211
MC9		422,318		7,232,070		—		7,232,070
MD0		2,118,016		54,361,388		396,326		54,757,714
M92		61,825,683		724,376,273		47,658		724,423,931
M96		5,257,120		101,544,279		511,490		102,055,769
MD2		18,001,929		233,487,135		300,771		233,787,906
MA6		2,734,375		61,443,690		352,279		61,795,969
MA3		3,167,879		57,692,795		63,083		57,755,878
M97		2,078,687		39,884,246		164,894		40,049,140
MD5		1,348,083		18,092,734		2,394		18,095,128
M98		1,495,078		46,564,500		368,839		46,933,339
M93		8,395,446		118,126,834		2,231		118,129,065
MD6		19,246,726		309,199,910		2,195,366		311,395,276
MB3		2,067,810		37,810,758		85,446		37,896,204
MD8		5,440,048		62,430,504		1,020,362		63,450,866
MD9		18,207,733		168,140,841		260,800		168,401,641
ME2		1,495,623		24,575,734		59,195		24,634,929
ME3		2,946,172		57,866,905		20,235		57,887,140
MA5		1,688,630		30,717,447		212,551		30,929,998
MA7		378,492		6,237,975		4,604		6,242,579
ME4		1,705,852		15,481,590		111,830		15,593,420
MA2		75,216		1,480,354		—		1,480,354
MF3		5,343,286		77,461,976		9,720		77,471,696
MF5		45,325,104		650,839,727		28,252		650,867,979

The accompanying notes are an integral part of these financial statements.

- 9 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 2015

	Total Units		Applicable to Owners of Deferred Variable Annuity Contracts Value		Reserve for Variable Annuities		Total Value
Net Assets (continued):
MF6		112,828	$	2,634,464	$	6,064	$	2,640,528
MF7		4,791,411		77,259,518		17,902		77,277,420
MF9		23,810,696		434,272,098		—		434,272,098
MG1		14,182,033		164,245,985		17,654		164,263,639
MF2		30,382,434		304,975,408		98,024		305,073,432
MG2		16,047,854		158,919,119		18,096		158,937,215
MG3		2,078,651		34,967,882		12,220		34,980,102
MG4		1,911,690		31,822,181		—		31,822,181
MG6		102,938,721		1,699,581,289		888,853		1,700,470,142
MG7		402,041		7,573,913		—		7,573,913
V44		207,421		3,575,777		—		3,575,777
V43		479,964		7,397,574		—		7,397,574
O19		911,851		20,452,320		7,354		20,459,674
O23		1,051,993		10,095,675		—		10,095,675
O20		1,162,408		24,056,298		—		24,056,298
O21		10,443,174		229,621,139		132,607		229,753,746
O04		208,260		6,257,962		—		6,257,962
PH2		17,585		200,218		—		200,218
P08		1,618,473		19,696,479		—		19,696,479
PC0		1,909,115		18,751,715		—		18,751,715
P70		95,997		446,503		—		446,503
P10		7,094,528		36,844,650		2,559		36,847,209
PK8		514,828		12,745,173		25,574		12,770,747
P20		35,308		361,335		—		361,335
PD6		49,587,168		549,080,749		56,625		549,137,374
P06		3,448,066		51,465,587		50,507		51,516,094
P07		12,782,699		204,164,329		159,085		204,323,414
PI3		2,146,145		22,655,392		—		22,655,392
P72		915,560		15,831,203		—		15,831,203
W41		17,210		319,237		—		319,237
W42		4,229		75,099		—		75,099
W46		3,851,623		41,497,667		—		41,497,667
Total net assets			$	13,137,310,103	$	19,073,241	$	13,156,383,344

The accompanying notes are an integral part of these financial statements.

- 10 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS

FOR THE YEAR-ENDED DECEMBER 31, 2015

	AL1 Sub-Account			AO5 Sub-Account			AM2 Sub-Account
Income:
Dividend income	$	1,224,214		$	729,345		$	4,386
Expenses:
Mortality and expense risk charges		(776,968	)		(1,381,976	)		(93,325	)
Distribution and administration charges		(243,717	)		(453,196	)		(30,176	)
Net investment income (loss)		203,529			(1,105,827	)		(119,115	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		1,121,474			2,408,551			215,887
Realized gain distributions		5,590,612			1,927,965			—
Net realized gains (losses)		6,712,086			4,336,516			215,887
Net change in unrealized appreciation (depreciation)		(7,066,854	)		(6,316,672	)		(343,090	)
Net realized and change in unrealized gains (losses)		(354,768	)		(1,980,156	)		(127,203	)
Increase (decrease) in net assets from operations	$	(151,239	)	$	(3,085,983	)	$	(246,318	)

The accompanying notes are an integral part of these financial statements.

- 11 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	A98 Sub-Account			A74 Sub-Account			B18 Sub-Account
Income:
Dividend income	$	999,985		$	41,971		$	6,466,264
Expenses:
Mortality and expense risk charges		(633,048	)		(104,183	)		(8,044,014	)
Distribution and administration charges		(196,656	)		(35,540	)		(2,523,620	)
Net investment income (loss)		170,281			(97,752	)		(4,101,370	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		1,755,265			(42,674	)		4,038,361
Realized gain distributions		—			1,291,297			36,407,481
Net realized gains (losses)		1,755,265			1,248,623			40,445,842
Net change in unrealized appreciation (depreciation)		(877,571	)		(1,707,969	)		(50,999,222	)
Net realized and change in unrealized gains (losses)		877,694			(459,346	)		(10,553,380	)
Increase (decrease) in net assets from operations	$	1,047,975		$	(557,098	)	$	(14,654,750	)

The accompanying notes are an integral part of these financial statements.

- 12 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	C61 Sub-Account			C62 Sub-Account			C64 Sub-Account
Income:
Dividend income	$	—		$	—		$	—
Expenses:
Mortality and expense risk charges		(614	)		(1,114,524	)		(360,976	)
Distribution and administration charges		(167	)		(353,354	)		(119,878	)
Net investment income (loss)		(781	)		(1,467,878	)		(480,854	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		840			13,721,438			2,386,295
Realized gain distributions		8,512			15,842,292			3,470,209
Net realized gains (losses)		9,352			29,563,730			5,856,504
Net change in unrealized appreciation (depreciation)		(8,767	)		(28,042,806	)		(5,360,937	)
Net realized and change in unrealized gains (losses)		585			1,520,924			495,567
Increase (decrease) in net assets from operations	$	(196	)	$	53,046		$	14,713

The accompanying notes are an integral part of these financial statements.

- 13 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	C65 Sub-Account			C71 Sub-Account			FD7 Sub-Account
Income:
Dividend income	$	21,351		$	201		$	1,538,510
Expenses:
Mortality and expense risk charges		(96,316	)		(429	)		(1,449,239	)
Distribution and administration charges		(33,556	)		(158	)		(457,919	)
Net investment income (loss)		(108,521	)		(386	)		(368,648	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		534,082			8			2,149,445
Realized gain distributions		—			2,321			3,576,229
Net realized gains (losses)		534,082			2,329			5,725,674
Net change in unrealized appreciation (depreciation)		(473,389	)		(4,731	)		(6,715,114	)
Net realized and change in unrealized gains (losses)		60,693			(2,402	)		(989,440	)
Increase (decrease) in net assets from operations	$	(47,828	)	$	(2,788	)	$	(1,358,088	)

The accompanying notes are an integral part of these financial statements.

- 14 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	F24 Sub-Account			F88 Sub-Account			FB9 Sub-Account
Income:
Dividend income	$	1,686,966		$	48,938		$	301,736
Expenses:
Mortality and expense risk charges		(2,739,695	)		(44,379	)		(255,277	)
Distribution and administration charges		(854,578	)		(14,512	)		(84,658	)
Net investment income (loss)		(1,907,307	)		(9,953	)		(38,199	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		18,195,433			323,462			941,798
Realized gain distributions		20,414,196			8,938			101,083
Net realized gains (losses)		38,609,629			332,400			1,042,881
Net change in unrealized appreciation (depreciation)		(38,668,638	)		(395,217	)		(1,397,562	)
Net realized and change in unrealized gains (losses)		(59,009	)		(62,817	)		(354,681	)
Increase (decrease) in net assets from operations	$	(1,966,316	)	$	(72,770	)	$	(392,880	)

The accompanying notes are an integral part of these financial statements.

- 15 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	F15 Sub-Account			F41 Sub-Account			FE3 Sub-Account
Income:
Dividend income	$	482,345		$	310,315		$	2,267,854
Expenses:
Mortality and expense risk charges		(397,997	)		(1,643,697	)		(4,705,591	)
Distribution and administration charges		(122,407	)		(529,170	)		(1,469,591	)
Net investment income (loss)		(38,059	)		(1,862,552	)		(3,907,328	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		1,596,012			8,040,729			6,913,142
Realized gain distributions		131,699			16,789,538			22,974,910
Net realized gains (losses)		1,727,711			24,830,267			29,888,052
Net change in unrealized appreciation (depreciation)		(2,262,373	)		(26,098,584	)		(22,728,981	)
Net realized and change in unrealized gains (losses)		(534,662	)		(1,268,317	)		7,159,071
Increase (decrease) in net assets from operations	$	(572,721	)	$	(3,130,869	)	$	3,251,743

The accompanying notes are an integral part of these financial statements.

- 16 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	T21 Sub-Account			T20 Sub-Account			FE6 Sub-Account
Income:
Dividend income	$	649,822		$	4,319,576		$	1,252,858
Expenses:
Mortality and expense risk charges		(421,204	)		(1,768,766	)		(536,979	)
Distribution and administration charges		(134,761	)		(632,612	)		(164,039	)
Net investment income (loss)		93,857			1,918,198			551,840
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		763,099			10,662,771			1,357,828
Realized gain distributions		4,138,165			4,411,931			68,507
Net realized gains (losses)		4,901,264			15,074,702			1,426,335
Net change in unrealized appreciation (depreciation)		(11,890,041	)		(26,304,080	)		(5,219,869	)
Net realized and change in unrealized gains (losses)		(6,988,777	)		(11,229,378	)		(3,793,534	)
Increase (decrease) in net assets from operations	$	(6,894,920	)	$	(9,311,180	)	$	(3,241,694	)

The accompanying notes are an integral part of these financial statements.

- 17 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	T59 Sub-Account			F56 Sub-Account			F59 Sub-Account
Income:
Dividend income	$	612,192		$	707,549		$	4,707,002
Expenses:
Mortality and expense risk charges		(99,175	)		(341,986	)		(1,270,197	)
Distribution and administration charges		(36,212	)		(112,523	)		(401,408	)
Net investment income (loss)		476,805			253,040			3,035,397
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(431,647	)		1,813,571			2,002,908
Realized gain distributions		40,415			—			—
Net realized gains (losses)		(391,232	)		1,813,571			2,002,908
Net change in unrealized appreciation (depreciation)		(596,607	)		(4,116,234	)		(13,588,944	)
Net realized and change in unrealized gains (losses)		(987,839	)		(2,302,663	)		(11,586,036	)
Increase (decrease) in net assets from operations	$	(511,034	)	$	(2,049,623	)	$	(8,550,639	)

The accompanying notes are an integral part of these financial statements.

- 18 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	FF0 Sub-Account			F54 Sub-Account			FG8 Sub-Account
Income:
Dividend income	$	126,693		$	6,037,316		$	10,046
Expenses:
Mortality and expense risk charges		(34,493	)		(2,563,453	)		(3,979	)
Distribution and administration charges		(10,887	)		(800,144	)		(1,236	)
Net investment income (loss)		81,313			2,673,719			4,831
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		23,779			15,341,016			6,719
Realized gain distributions		—			13,320,780			23,154
Net realized gains (losses)		23,779			28,661,796			29,873
Net change in unrealized appreciation (depreciation)		(356,187	)		(43,569,375	)		(58,774	)
Net realized and change in unrealized gains (losses)		(332,408	)		(14,907,579	)		(28,901	)
Increase (decrease) in net assets from operations	$	(251,095	)	$	(12,233,860	)	$	(24,070	)

The accompanying notes are an integral part of these financial statements.

- 19 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	F53 Sub-Account			FJ9 Sub-Account			T28 Sub-Account
Income:
Dividend income	$	241,395		$	4,871		$	1,673,593
Expenses:
Mortality and expense risk charges		(472,980	)		(10,718	)		(313,474	)
Distribution and administration charges		(159,129	)		(3,803	)		(105,040	)
Net investment income (loss)		(390,714	)		(9,650	)		1,255,079
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		2,103,494			19,752			(1,209,276	)
Realized gain distributions		5,551,746			133,297			444,453
Net realized gains (losses)		7,655,240			153,049			(764,823	)
Net change in unrealized appreciation (depreciation)		(10,576,313	)		(226,195	)		(1,814,400	)
Net realized and change in unrealized gains (losses)		(2,921,073	)		(73,146	)		(2,579,223	)
Increase (decrease) in net assets from operations	$	(3,311,787	)	$	(82,796	)	$	(1,324,144	)

The accompanying notes are an integral part of these financial statements.

- 20 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	FJ0 Sub-Account			H24 Sub-Account			H27 Sub-Account1
Income:
Dividend income	$	26,841		$	91,477		$	27,295
Expenses:
Mortality and expense risk charges		(4,712	)		(26,367	)		(4,364	)
Distribution and administration charges		(1,408	)		(8,806	)		—
Net investment income (loss)		20,721			56,304			22,931
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(21,099	)		322,110			(3,350	)
Realized gain distributions		7,344			—			307,830
Net realized gains (losses)		(13,755	)		322,110			304,480
Net change in unrealized appreciation (depreciation)		(29,839	)		(478,846	)		(275,874	)
Net realized and change in unrealized gains (losses)		(43,594	)		(156,736	)		28,606
Increase (decrease) in net assets from operations	$	(22,873	)	$	(100,432	)	$	51,537

The accompanying notes are an integral part of these financial statements.

- 21 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	H32 Sub-Account			V35 Sub-Account			V13 Sub-Account
Income:
Dividend income	$	12,813		$	892		$	633,762
Expenses:
Mortality and expense risk charges		(28,448	)		(139,098	)		(475,744	)
Distribution and administration charges		(9,473	)		(45,525	)		(157,409	)
Net investment income (loss)		(25,108	)		(183,731	)		609
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		452,549			589,561			3,229,512
Realized gain distributions		321,867			1,345,214			104,665
Net realized gains (losses)		774,416			1,934,775			3,334,177
Net change in unrealized appreciation (depreciation)		(955,562	)		(2,879,174	)		(6,255,474	)
Net realized and change in unrealized gains (losses)		(181,146	)		(944,399	)		(2,921,297	)
Increase (decrease) in net assets from operations	$	(206,254	)	$	(1,128,130	)	$	(2,920,688	)

The accompanying notes are an integral part of these financial statements.

- 22 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	V11 Sub-Account			AC1 Sub-Account			J88 Sub-Account
Income:
Dividend income	$	2,729,250		$	43,694		$	1,292,175
Expenses:
Mortality and expense risk charges		(1,456,395	)		(40,342	)		(461,199	)
Distribution and administration charges		(455,292	)		(11,508	)		(147,005	)
Net investment income (loss)		817,563			(8,156	)		683,971
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		5,586,609			45,817			(332,440	)
Realized gain distributions		10,544,718			—			—
Net realized gains (losses)		16,131,327			45,817			(332,440	)
Net change in unrealized appreciation (depreciation)		(21,731,077	)		(197,611	)		(639,197	)
Net realized and change in unrealized gains (losses)		(5,599,750	)		(151,794	)		(971,637	)
Increase (decrease) in net assets from operations	$	(4,782,187	)	$	(159,950	)	$	(287,666	)

The accompanying notes are an integral part of these financial statements.

- 23 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	J94 Sub-Account			L11 Sub-Account			L18 Sub-Account
Income:
Dividend income	$	132,021		$	535,118		$	—
Expenses:
Mortality and expense risk charges		(154,717	)		(580,208	)		(432,274	)
Distribution and administration charges		(49,198	)		(188,741	)		(154,784	)
Net investment income (loss)		(71,894	)		(233,831	)		(587,058	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		819,472			(1,102,808	)		36,174
Realized gain distributions		623,343			120,612			3,317,988
Net realized gains (losses)		1,442,815			(982,196	)		3,354,162
Net change in unrealized appreciation (depreciation)		(1,648,037	)		(9,103,925	)		(2,217,402	)
Net realized and change in unrealized gains (losses)		(205,222	)		(10,086,121	)		1,136,760
Increase (decrease) in net assets from operations	$	(277,116	)	$	(10,319,952	)	$	549,702

The accompanying notes are an integral part of these financial statements.

- 24 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	L17 Sub-Account			M07 Sub-Account			M35 Sub-Account
Income:
Dividend income	$	501,972		$	10,502,200		$	11,005,400
Expenses:
Mortality and expense risk charges		(592,274	)		(4,952,216	)		(5,894,367	)
Distribution and administration charges		(198,136	)		(719,833	)		(1,915,984	)
Net investment income (loss)		(288,438	)		4,830,151			3,195,049
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		507,840			4,064,213			7,118,689
Realized gain distributions		3,584,688			14,939,862			17,411,087
Net realized gains (losses)		4,092,528			19,004,075			24,529,776
Net change in unrealized appreciation (depreciation)		(6,107,859	)		(30,547,340	)		(37,460,275	)
Net realized and change in unrealized gains (losses)		(2,015,331	)		(11,543,265	)		(12,930,499	)
Increase (decrease) in net assets from operations	$	(2,303,769	)	$	(6,713,114	)	$	(9,735,450	)

The accompanying notes are an integral part of these financial statements.

- 25 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	M31 Sub-Account			M80 Sub-Account			MF1 Sub-Account
Income:
Dividend income	$	217,235		$	—		$	—
Expenses:
Mortality and expense risk charges		(1,723,460	)		(262,301	)		(291,083	)
Distribution and administration charges		(277,226	)		(88,057	)		(58,225	)
Net investment income (loss)		(1,783,451	)		(350,358	)		(349,308	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		5,882,528			1,701,065			1,238,297
Realized gain distributions		7,559,689			1,149,476			2,324,671
Net realized gains (losses)		13,442,217			2,850,541			3,562,968
Net change in unrealized appreciation (depreciation)		(3,336,921	)		(1,419,222	)		(2,464,173	)
Net realized and change in unrealized gains (losses)		10,105,296			1,431,319			1,098,795
Increase (decrease) in net assets from operations	$	8,321,845		$	1,080,961		$	749,487

The accompanying notes are an integral part of these financial statements.

- 26 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	M41 Sub-Account			M05 Sub-Account			M42 Sub-Account
Income:
Dividend income	$	—		$	—		$	—
Expenses:
Mortality and expense risk charges		(475,618	)		(690,582	)		(722,822	)
Distribution and administration charges		(152,822	)		(139,514	)		(250,083	)
Net investment income (loss)		(628,440	)		(830,096	)		(972,905	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		2,844,922			(1,962,503	)		(2,831,471	)
Realized gain distributions		3,752,978			1,721,856			1,805,614
Net realized gains (losses)		6,597,900			(240,647	)		(1,025,857	)
Net change in unrealized appreciation (depreciation)		(4,741,035	)		(466,705	)		565,599
Net realized and change in unrealized gains (losses)		1,856,865			(707,352	)		(460,258	)
Increase (decrease) in net assets from operations	$	1,228,425		$	(1,537,448	)	$	(1,433,163	)

The accompanying notes are an integral part of these financial statements.

- 27 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	M89 Sub-Account			M82 Sub-Account			M44 Sub-Account
Income:
Dividend income	$	21,427,175		$	828,727		$	5,837,306
Expenses:
Mortality and expense risk charges		(8,257,965	)		(2,310,516	)		(1,725,458	)
Distribution and administration charges		(2,605,613	)		(715,276	)		(290,180	)
Net investment income (loss)		10,563,597			(2,197,065	)		3,821,668
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(1,484,534	)		7,920,888			(3,277,613	)
Realized gain distributions		—			13,627,487			9,640,111
Net realized gains (losses)		(1,484,534	)		21,548,375			6,362,498
Net change in unrealized appreciation (depreciation)		(23,023,650	)		(21,081,678	)		(32,705,984	)
Net realized and change in unrealized gains (losses)		(24,508,184	)		466,697			(26,343,486	)
Increase (decrease) in net assets from operations	$	(13,944,587	)	$	(1,730,368	)	$	(22,521,818	)

The accompanying notes are an integral part of these financial statements.

- 28 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	M40 Sub-Account			M83 Sub-Account			M08 Sub-Account
Income:
Dividend income	$	3,261,616		$	7,249,709		$	3,382,069
Expenses:
Mortality and expense risk charges		(1,053,790	)		(4,061,095	)		(2,079,243	)
Distribution and administration charges		(358,817	)		(1,150,457	)		(673,985	)
Net investment income (loss)		1,849,009			2,038,157			628,841
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(2,471,310	)		12,882,101			(141,620	)
Realized gain distributions		5,724,498			18,193,744			9,534,294
Net realized gains (losses)		3,253,188			31,075,845			9,392,674
Net change in unrealized appreciation (depreciation)		(18,611,448	)		(39,969,865	)		(13,989,146	)
Net realized and change in unrealized gains (losses)		(15,358,260	)		(8,894,020	)		(4,596,472	)
Increase (decrease) in net assets from operations	$	(13,509,251	)	$	(6,855,863	)	$	(3,967,631	)

The accompanying notes are an integral part of these financial statements.

- 29 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	MB6 Sub-Account			MB7 Sub-Account			MC0 Sub-Account
Income:
Dividend income	$	4,906,608		$	1,235,785		$	2,711,968
Expenses:
Mortality and expense risk charges		(3,836,712	)		(1,214,536	)		(828,342	)
Distribution and administration charges		(608,025	)		(430,327	)		(149,585	)
Net investment income (loss)		461,871			(409,078	)		1,734,041
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		20,314,287			12,293,419			761,324
Realized gain distributions		23,872,379			7,202,179			477,820
Net realized gains (losses)		44,186,666			19,495,598			1,239,144
Net change in unrealized appreciation (depreciation)		(45,247,557	)		(19,667,165	)		(4,079,078	)
Net realized and change in unrealized gains (losses)		(1,060,891	)		(171,567	)		(2,839,934	)
Increase (decrease) in net assets from operations	$	(599,020	)	$	(580,645	)	$	(1,105,893	)

The accompanying notes are an integral part of these financial statements.

- 30 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	MA0 Sub-Account			MC2 Sub-Account			MC1 Sub-Account
Income:
Dividend income	$	6,640,155		$	594,853		$	133,152
Expenses:
Mortality and expense risk charges		(2,132,648	)		(1,332,318	)		(544,339	)
Distribution and administration charges		(674,978	)		(240,861	)		(185,513	)
Net investment income (loss)		3,832,529			(978,326	)		(596,700	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(520,012	)		4,543,859			4,328,676
Realized gain distributions		1,249,005			8,186,537			3,335,329
Net realized gains (losses)		728,993			12,730,396			7,664,005
Net change in unrealized appreciation (depreciation)		(8,225,306	)		(13,335,923	)		(7,888,228	)
Net realized and change in unrealized gains (losses)		(7,496,313	)		(605,527	)		(224,223	)
Increase (decrease) in net assets from operations	$	(3,663,784	)	$	(1,583,853	)	$	(820,923	)

The accompanying notes are an integral part of these financial statements.

- 31 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	MC3 Sub-Account			MA1 Sub-Account			MC4 Sub-Account
Income:
Dividend income	$	200,810		$	140,767		$	324,648
Expenses:
Mortality and expense risk charges		(257,650	)		(281,978	)		(163,610	)
Distribution and administration charges		(46,285	)		(94,660	)		(26,670	)
Net investment income (loss)		(103,125	)		(235,871	)		134,368
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(239,625	)		(790,044	)		(176,437	)
Realized gain distributions		—			—			—
Net realized gains (losses)		(239,625	)		(790,044	)		(176,437	)
Net change in unrealized appreciation (depreciation)		(2,633,660	)		(2,211,635	)		(665,451	)
Net realized and change in unrealized gains (losses)		(2,873,285	)		(3,001,679	)		(841,888	)
Increase (decrease) in net assets from operations	$	(2,976,410	)	$	(3,237,550	)	$	(707,520	)

The accompanying notes are an integral part of these financial statements.

- 32 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	MC5 Sub-Account			MC6 Sub-Account			MC7 Sub-Account
Income:
Dividend income	$	46,376		$	480,554		$	13,956
Expenses:
Mortality and expense risk charges		(21,432	)		(624,647	)		(25,470	)
Distribution and administration charges		(7,374	)		(93,236	)		(10,316	)
Net investment income (loss)		17,570			(237,329	)		(21,830	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(47,272	)		3,129,503			145,794
Realized gain distributions		—			2,077,715			87,296
Net realized gains (losses)		(47,272	)		5,207,218			233,090
Net change in unrealized appreciation (depreciation)		(79,587	)		(6,371,051	)		(277,172	)
Net realized and change in unrealized gains (losses)		(126,859	)		(1,163,833	)		(44,082	)
Increase (decrease) in net assets from operations	$	(109,289	)	$	(1,401,162	)	$	(65,912	)

The accompanying notes are an integral part of these financial statements.

- 33 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	MC8 Sub-Account			MC9 Sub-Account			MD0 Sub-Account
Income:
Dividend income	$	1,296,883		$	77,260		$	3,136,564
Expenses:
Mortality and expense risk charges		(1,258,172	)		(96,690	)		(740,180	)
Distribution and administration charges		(182,936	)		(28,469	)		(114,935	)
Net investment income (loss)		(144,225	)		(47,899	)		2,281,449
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		5,436,298			705,314			65,628
Realized gain distributions		—			—			961,660
Net realized gains (losses)		5,436,298			705,314			1,027,288
Net change in unrealized appreciation (depreciation)		(7,191,932	)		(826,788	)		(5,386,048	)
Net realized and change in unrealized gains (losses)		(1,755,634	)		(121,474	)		(4,358,760	)
Increase (decrease) in net assets from operations	$	(1,899,859	)	$	(169,373	)	$	(2,077,311	)

The accompanying notes are an integral part of these financial statements.

- 34 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	M92 Sub-Account			M96 Sub-Account			MD2 Sub-Account
Income:
Dividend income	$	39,614,091		$	2,997,681		$	6,324,909
Expenses:
Mortality and expense risk charges		(9,671,294	)		(1,343,043	)		(3,191,997	)
Distribution and administration charges		(3,092,820	)		(226,926	)		(1,040,131	)
Net investment income (loss)		26,849,977			1,427,712			2,092,781
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		13,268,758			(14,318	)		(1,761,590	)
Realized gain distributions		12,833,418			—			—
Net realized gains (losses)		26,102,176			(14,318	)		(1,761,590	)
Net change in unrealized appreciation (depreciation)		(83,544,211	)		(2,398,424	)		(3,733,219	)
Net realized and change in unrealized gains (losses)		(57,442,035	)		(2,412,742	)		(5,494,809	)
Increase (decrease) in net assets from operations	$	(30,592,058	)	$	(985,030	)	$	(3,402,028	)

The accompanying notes are an integral part of these financial statements.

- 35 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	MA6 Sub-Account			MA3 Sub-Account			M97 Sub-Account
Income:
Dividend income	$	4,850,387		$	4,291,737		$	679,161
Expenses:
Mortality and expense risk charges		(873,617	)		(829,334	)		(534,964	)
Distribution and administration charges		(144,080	)		(288,065	)		(101,771	)
Net investment income (loss)		3,832,690			3,174,338			42,426
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		1,485,477			609,412			53,485
Realized gain distributions		—			—			1,632,194
Net realized gains (losses)		1,485,477			609,412			1,685,679
Net change in unrealized appreciation (depreciation)		(8,916,165	)		(7,311,162	)		(2,026,355	)
Net realized and change in unrealized gains (losses)		(7,430,688	)		(6,701,750	)		(340,676	)
Increase (decrease) in net assets from operations	$	(3,597,998	)	$	(3,527,412	)	$	(298,250	)

The accompanying notes are an integral part of these financial statements.

- 36 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	MD5 Sub-Account			M98 Sub-Account			M93 Sub-Account
Income:
Dividend income	$	256,878		$	947,249		$	2,202,385
Expenses:
Mortality and expense risk charges		(245,917	)		(598,753	)		(1,653,866	)
Distribution and administration charges		(79,506	)		(100,561	)		(528,600	)
Net investment income (loss)		(68,545	)		247,935			19,919
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		443,559			1,424,805			16,764,392
Realized gain distributions		747,354			484,904			1,260,236
Net realized gains (losses)		1,190,913			1,909,709			18,024,628
Net change in unrealized appreciation (depreciation)		(1,314,691	)		287,924			(11,764,704	)
Net realized and change in unrealized gains (losses)		(123,778	)		2,197,633			6,259,924
Increase (decrease) in net assets from operations	$	(192,323	)	$	2,445,568		$	6,279,843

The accompanying notes are an integral part of these financial statements.

- 37 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	MD6 Sub-Account			MB3 Sub-Account			MD8 Sub-Account
Income:
Dividend income	$	1,633,847		$	183,095		$	—
Expenses:
Mortality and expense risk charges		(4,103,686	)		(505,317	)		(768,011	)
Distribution and administration charges		(649,492	)		(180,180	)		(119,937	)
Net investment income (loss)		(3,119,331	)		(502,402	)		(887,948	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		21,208,845			4,555,043			(2	)
Realized gain distributions		19,187,775			2,312,066			—
Net realized gains (losses)		40,396,620			6,867,109			(2	)
Net change in unrealized appreciation (depreciation)		(42,035,753	)		(7,020,040	)		(2	)
Net realized and change in unrealized gains (losses)		(1,639,133	)		(152,931	)		(4	)
Increase (decrease) in net assets from operations	$	(4,758,464	)	$	(655,333	)	$	(887,952	)

The accompanying notes are an integral part of these financial statements.

- 38 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	MD9 Sub-Account			ME2 Sub-Account			ME3 Sub-Account
Income:
Dividend income	$	—		$	544,306		$	1,113,501
Expenses:
Mortality and expense risk charges		(2,241,404	)		(338,121	)		(832,824	)
Distribution and administration charges		(730,740	)		(69,588	)		(280,654	)
Net investment income (loss)		(2,972,144	)		136,597			23
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(3	)		(878,557	)		5,403,342
Realized gain distributions		—			228,661			519,741
Net realized gains (losses)		(3	)		(649,896	)		5,923,083
Net change in unrealized appreciation (depreciation)		(2	)		(211,049	)		(7,579,457	)
Net realized and change in unrealized gains (losses)		(5	)		(860,945	)		(1,656,374	)
Increase (decrease) in net assets from operations	$	(2,972,149	)	$	(724,348	)	$	(1,656,351	)

The accompanying notes are an integral part of these financial statements.

- 39 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	MA5 Sub-Account			MA7 Sub-Account			ME4 Sub-Account
Income:
Dividend income	$	1,934,950		$	386,914		$	—
Expenses:
Mortality and expense risk charges		(419,857	)		(85,541	)		(185,387	)
Distribution and administration charges		(77,633	)		(27,771	)		(39,006	)
Net investment income (loss)		1,437,460			273,602			(224,393	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		377,324			8,999			1,645,582
Realized gain distributions		—			—			461,237
Net realized gains (losses)		377,324			8,999			2,106,819
Net change in unrealized appreciation (depreciation)		(2,882,797	)		(532,537	)		(539,003	)
Net realized and change in unrealized gains (losses)		(2,505,473	)		(523,538	)		1,567,816
Increase (decrease) in net assets from operations	$	(1,068,013	)	$	(249,936	)	$	1,343,423

The accompanying notes are an integral part of these financial statements.

- 40 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	MA2 Sub-Account			MF3 Sub-Account			MF5 Sub-Account
Income:
Dividend income	$	—		$	273,416		$	21,420,111
Expenses:
Mortality and expense risk charges		(16,142	)		(1,107,390	)		(8,758,051	)
Distribution and administration charges		(5,687	)		(351,918	)		(2,758,397	)
Net investment income (loss)		(21,829	)		(1,185,892	)		9,903,663
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		114,141			8,506,753			3,293,905
Realized gain distributions		41,429			15,062,588			15,240,433
Net realized gains (losses)		155,570			23,569,341			18,534,338
Net change in unrealized appreciation (depreciation)		(38,422	)		(27,066,043	)		(42,093,432	)
Net realized and change in unrealized gains (losses)		117,148			(3,496,702	)		(23,559,094	)
Increase (decrease) in net assets from operations	$	95,319		$	(4,682,594	)	$	(13,655,431	)

The accompanying notes are an integral part of these financial statements.

- 41 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	MF6 Sub-Account			MF7 Sub-Account			MF9 Sub-Account
Income:
Dividend income	$	112,556		$	2,851,438		$	19,843,734
Expenses:
Mortality and expense risk charges		(35,471	)		(1,112,248	)		(5,975,778	)
Distribution and administration charges		(15,633	)		(368,759	)		(1,853,989	)
Net investment income (loss)		61,452			1,370,431			12,013,967
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		113,089			5,882,068			8,852,067
Realized gain distributions		—			—			21,772,038
Net realized gains (losses)		113,089			5,882,068			30,624,105
Net change in unrealized appreciation (depreciation)		(202,357	)		(8,356,412	)		(47,737,664	)
Net realized and change in unrealized gains (losses)		(89,268	)		(2,474,344	)		(17,113,559	)
Increase (decrease) in net assets from operations	$	(27,816	)	$	(1,103,913	)	$	(5,099,592	)

The accompanying notes are an integral part of these financial statements.

- 42 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	MG1 Sub-Account			MF2 Sub-Account			MG2 Sub-Account
Income:
Dividend income	$	772,222		$	4,569,257		$	1,859,469
Expenses:
Mortality and expense risk charges		(2,253,180	)		(4,409,737	)		(2,230,033	)
Distribution and administration charges		(726,769	)		(1,472,274	)		(709,786	)
Net investment income (loss)		(2,207,727	)		(1,312,754	)		(1,080,350	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(4,321,981	)		(694,071	)		(472,704	)
Realized gain distributions		—			—			—
Net realized gains (losses)		(4,321,981	)		(694,071	)		(472,704	)
Net change in unrealized appreciation (depreciation)		(6,026,480	)		(2,062,510	)		(781,825	)
Net realized and change in unrealized gains (losses)		(10,348,461	)		(2,756,581	)		(1,254,529	)
Increase (decrease) in net assets from operations	$	(12,556,188	)	$	(4,069,335	)	$	(2,334,879	)

The accompanying notes are an integral part of these financial statements.

- 43 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	MG3 Sub-Account			MG4 Sub-Account			MG6 Sub-Account
Income:
Dividend income	$	369,574		$	246,909		$	69,166,591
Expenses:
Mortality and expense risk charges		(511,214	)		(435,899	)		(23,039,093	)
Distribution and administration charges		(180,541	)		(136,971	)		(7,331,952	)
Net investment income (loss)		(322,181	)		(325,961	)		38,795,546
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		605,237			330,861			30,238,398
Realized gain distributions		6,012,373			5,508,404			44,504,683
Net realized gains (losses)		6,617,610			5,839,265			74,743,081
Net change in unrealized appreciation (depreciation)		(7,663,559	)		(6,890,112	)		(137,243,428	)
Net realized and change in unrealized gains (losses)		(1,045,949	)		(1,050,847	)		(62,500,347	)
Increase (decrease) in net assets from operations	$	(1,368,130	)	$	(1,376,808	)	$	(23,704,801	)

The accompanying notes are an integral part of these financial statements.

- 44 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	MG7 Sub-Account			V44 Sub-Account			V43 Sub-Account
Income:
Dividend income	$	26,167		$	—		$	—
Expenses:
Mortality and expense risk charges		(103,272	)		(43,916	)		(106,360	)
Distribution and administration charges		(33,371	)		(14,161	)		(38,304	)
Net investment income (loss)		(110,476	)		(58,077	)		(144,664	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		327,752			40,013			143,997
Realized gain distributions		678,177			443,263			1,436,931
Net realized gains (losses)		1,005,929			483,276			1,580,928
Net change in unrealized appreciation (depreciation)		(1,207,048	)		(126,838	)		(2,004,325	)
Net realized and change in unrealized gains (losses)		(201,119	)		356,438			(423,397	)
Increase (decrease) in net assets from operations	$	(311,595	)	$	298,361		$	(568,061	)

The accompanying notes are an integral part of these financial statements.

- 45 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	O19 Sub-Account			O23 Sub-Account			O20 Sub-Account
Income:
Dividend income	$	—		$	236,980		$	291,050
Expenses:
Mortality and expense risk charges		(289,687	)		(146,315	)		(337,537	)
Distribution and administration charges		(109,194	)		(45,754	)		(118,305	)
Net investment income (loss)		(398,881	)		44,911			(164,792	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		2,935,116			1,024,030			2,519,305
Realized gain distributions		4,150,506			—			1,792,977
Net realized gains (losses)		7,085,622			1,024,030			4,312,282
Net change in unrealized appreciation (depreciation)		(6,231,186	)		(1,178,863	)		(3,447,541	)
Net realized and change in unrealized gains (losses)		854,436			(154,833	)		864,741
Increase (decrease) in net assets from operations	$	455,555		$	(109,922	)	$	699,949

The accompanying notes are an integral part of these financial statements.

- 46 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	O21 Sub-Account			O04 Sub-Account			PH2 Sub-Account
Income:
Dividend income	$	1,687,522		$	45,427		$	11,895
Expenses:
Mortality and expense risk charges		(3,320,272	)		(89,261	)		(2,557	)
Distribution and administration charges		(1,134,213	)		(36,161	)		(846	)
Net investment income (loss)		(2,766,963	)		(79,995	)		8,492
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		34,965,004			668,850			2,836
Realized gain distributions		39,475,151			1,052,207			19,667
Net realized gains (losses)		74,440,155			1,721,057			22,503
Net change in unrealized appreciation (depreciation)		(68,038,778	)		(2,167,949	)		(50,659	)
Net realized and change in unrealized gains (losses)		6,401,377			(446,892	)		(28,156	)
Increase (decrease) in net assets from operations	$	3,634,414		$	(526,887	)	$	(19,664	)

The accompanying notes are an integral part of these financial statements.

- 47 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	P08 Sub-Account			PC0 Sub-Account			P70 Sub-Account
Income:
Dividend income	$	752,243		$	665,998		$	18,939
Expenses:
Mortality and expense risk charges		(302,957	)		(259,974	)		(5,172	)
Distribution and administration charges		(100,752	)		(82,804	)		(1,893	)
Net investment income (loss)		348,534			323,220			11,874
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(1,153,012	)		(530,212	)		(48,728	)
Realized gain distributions		—			—			—
Net realized gains (losses)		(1,153,012	)		(530,212	)		(48,728	)
Net change in unrealized appreciation (depreciation)		(1,592,799	)		(2,044,781	)		(103,529	)
Net realized and change in unrealized gains (losses)		(2,745,811	)		(2,574,993	)		(152,257	)
Increase (decrease) in net assets from operations	$	(2,397,277	)	$	(2,251,773	)	$	(140,383	)

The accompanying notes are an integral part of these financial statements.

- 48 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	P10 Sub-Account			PK8 Sub-Account			P20 Sub-Account
Income:
Dividend income	$	1,890,159		$	802,887		$	20,901
Expenses:
Mortality and expense risk charges		(524,961	)		(190,439	)		(4,552	)
Distribution and administration charges		(169,759	)		(64,758	)		(1,992	)
Net investment income (loss)		1,195,439			547,690			14,357
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(8,940,390	)		(469,562	)		(5,277	)
Realized gain distributions		—			68,505			1,957
Net realized gains (losses)		(8,940,390	)		(401,057	)		(3,320	)
Net change in unrealized appreciation (depreciation)		(4,357,467	)		(661,514	)		(25,137	)
Net realized and change in unrealized gains (losses)		(13,297,857	)		(1,062,571	)		(28,457	)
Increase (decrease) in net assets from operations	$	(12,102,418	)	$	(514,881	)	$	(14,100	)

The accompanying notes are an integral part of these financial statements.

- 49 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	PD6 Sub-Account			P06 Sub-Account			P07 Sub-Account
Income:
Dividend income	$	9,536,455		$	2,250,091		$	11,100,546
Expenses:
Mortality and expense risk charges		(7,349,275	)		(777,438	)		(3,025,738	)
Distribution and administration charges		(2,346,961	)		(251,335	)		(981,902	)
Net investment income (loss)		(159,781	)		1,221,318			7,092,906
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(5,794,434	)		(318,501	)		56,610
Realized gain distributions		—			—			2,230,961
Net realized gains (losses)		(5,794,434	)		(318,501	)		2,287,571
Net change in unrealized appreciation (depreciation)		(2,040,174	)		(3,398,888	)		(11,946,087	)
Net realized and change in unrealized gains (losses)		(7,834,608	)		(3,717,389	)		(9,658,516	)
Increase (decrease) in net assets from operations	$	(7,994,389	)	$	(2,496,071	)	$	(2,565,610	)

The accompanying notes are an integral part of these financial statements.

- 50 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	PI3 Sub-Account			P72 Sub-Account			W41 Sub-Account
Income:
Dividend income	$	19,657		$	270,894		$	40
Expenses:
Mortality and expense risk charges		(280,677	)		(210,787	)		(4,581	)
Distribution and administration charges		(90,577	)		(71,767	)		(1,391	)
Net investment income (loss)		(351,597	)		(11,660	)		(5,932	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		171,490			896,824			47,603
Realized gain distributions		587,526			—			102,858
Net realized gains (losses)		759,016			896,824			150,461
Net change in unrealized appreciation (depreciation)		(894,578	)		(1,667,780	)		(148,430	)
Net realized and change in unrealized gains (losses)		(135,562	)		(770,956	)		2,031
Increase (decrease) in net assets from operations	$	(487,159	)	$	(782,616	)	$	(3,901	)

The accompanying notes are an integral part of these financial statements.

- 51 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF OPERATIONS (CONTINUED)

FOR THE YEAR-ENDED DECEMBER 31, 2015

	W42 Sub-Account			W46 Sub-Account
Income:
Dividend income	$	—		$	561,712
Expenses:
Mortality and expense risk charges		(1,049	)		(518,677	)
Distribution and administration charges		(451	)		(168,469	)
Net investment income (loss)		(1,500	)		(125,434	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		446			(71,847	)
Realized gain distributions		12,874			—
Net realized gains (losses)		13,320			(71,847	)
Net change in unrealized appreciation (depreciation)		(13,554	)		(456,488	)
Net realized and change in unrealized gains (losses)		(234	)		(528,335	)
Increase (decrease) in net assets from operations	$	(1,734	)	$	(653,769	)

¹  Huntington VA International Equity Sub-Account (H27) was liquidated and merged into a new Sub-Account during 2015 and therefore do not appear on the Statement of Assets and Liabilities as of December 31, 2015. See Note 1 for additional information around merged Sub-Accounts.

The accompanying notes are an integral part of these financial statements.

- 52 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	AL1 Sub-Account						AO5 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	203,529		$	488,297		$	(1,105,827	)	$	(1,419,375	)
Net realized gains (losses)		6,712,086			12,789,448			4,336,516			6,576,169
Net change in unrealized appreciation/(depreciation)		(7,066,854	)		(9,850,928	)		(6,316,672	)		(2,132,333	)
Increase (decrease) in net assets from operations		(151,239	)		3,426,817			(3,085,983	)		3,024,461
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		451,589			233,634			150,475			445,073
Transfers between Sub-Accounts (including the Fixed Account), net		2,010,545			3,757,190			4,548,464			16,017,068
Withdrawals, surrenders, annuitizations and contract charges		(8,382,364	)		(8,486,683	)		(13,258,709	)		(9,563,120	)
Net accumulation activity		(5,920,230	)		(4,495,859	)		(8,559,770	)		6,899,021
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		—			—			—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			—			—
Net annuitization activity		—			—			—			—
Net increase (decrease) from contract owner transactions		(5,920,230	)		(4,495,859	)		(8,559,770	)		6,899,021
Total increase (decrease) in net assets		(6,071,469	)		(1,069,042	)		(11,645,753	)		9,923,482
Net assets at beginning of year		64,503,559			65,572,601			116,820,056			106,896,574
Net assets at end of year	$	58,432,090		$	64,503,559		$	105,174,303		$	116,820,056

The accompanying notes are an integral part of these financial statements.

- 53 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	AM2 Sub-Account						A98 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(119,115	)	$	(141,139	)	$	170,281		$	899,111
Net realized gains (losses)		215,887			366,181			1,755,265			3,307,411
Net change in unrealized appreciation/(depreciation)		(343,090	)		(449,127	)		(877,571	)		(8,630,240	)
Increase (decrease) in net assets from operations		(246,318	)		(224,085	)		1,047,975			(4,423,718	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		4,424			83,668			152,686			483,614
Transfers between Sub-Accounts (including the Fixed Account), net		3,254			366,955			(2,492,466	)		2,297,346
Withdrawals, surrenders, annuitizations and contract charges		(1,137,708	)		(1,505,739	)		(10,198,444	)		(8,163,120	)
Net accumulation activity		(1,130,030	)		(1,055,116	)		(12,538,224	)		(5,382,160	)
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		—			—			—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			—			—
Net annuitization activity		—			—			—			—
Net increase (decrease) from contract owner transactions		(1,130,030	)		(1,055,116	)		(12,538,224	)		(5,382,160	)
Total increase (decrease) in net assets		(1,376,348	)		(1,279,201	)		(11,490,249	)		(9,805,878	)
Net assets at beginning of year		7,870,546			9,149,747			53,322,213			63,128,091
Net assets at end of year	$	6,494,198		$	7,870,546		$	41,831,964		$	53,322,213

The accompanying notes are an integral part of these financial statements.

- 54 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	A74 Sub-Account						B18 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(97,752	)	$	(112,413	)	$	(4,101,370	)	$	3,304,685
Net realized gains (losses)		1,248,623			1,365,888			40,445,842			81,106,273
Net change in unrealized appreciation/(depreciation)		(1,707,969	)		(636,612	)		(50,999,222	)		(81,789,481	)
Increase (decrease) in net assets from operations		(557,098	)		616,863			(14,654,750	)		2,621,477
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		28,779			22,219			3,323,489			4,752,181
Transfers between Sub-Accounts (including the Fixed Account), net		254,073			640,877			(11,824,943	)		(9,873,354	)
Withdrawals, surrenders, annuitizations and contract charges		(1,721,606	)		(1,265,996	)		(76,235,061	)		(101,174,602	)
Net accumulation activity		(1,438,754	)		(602,900	)		(84,736,515	)		(106,295,775	)
Annuitization Activity:
Annuitizations		—			—			—			14,920
Annuity payments and contract charges		(1,638	)		(1,632	)		(9,693	)		(26,376	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(2,308	)		(633	)		89,814			(2,258	)
Net annuitization activity		(3,946	)		(2,265	)		80,121			(13,714	)
Net increase (decrease) from contract owner transactions		(1,442,700	)		(605,165	)		(84,656,394	)		(106,309,489	)
Total increase (decrease) in net assets		(1,999,798	)		11,698			(99,311,144	)		(103,688,012	)
Net assets at beginning of year		9,178,175			9,166,477			684,040,864			787,728,876
Net assets at end of year	$	7,178,377		$	9,178,175		$	584,729,720		$	684,040,864

The accompanying notes are an integral part of these financial statements.

- 55 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	C61 Sub-Account						C62 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(781	)	$	(785	)	$	(1,467,878	)	$	(1,738,876	)
Net realized gains (losses)		9,352			5,289			29,563,730			20,773,528
Net change in unrealized appreciation/(depreciation)		(8,767	)		(1,138	)		(28,042,806	)		(12,064,585	)
Increase (decrease) in net assets from operations		(196	)		3,366			53,046			6,970,067
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		—			12,414			397,606			896,471
Transfers between Sub-Accounts (including the Fixed Account), net		8,900			(3,278	)		(3,445,110	)		(6,034,943	)
Withdrawals, surrenders, annuitizations and contract charges		(1,627	)		(12,980	)		(16,470,232	)		(16,985,651	)
Net accumulation activity		7,273			(3,844	)		(19,517,736	)		(22,124,123	)
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		—			—			(7,961	)		(3,730	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			(5,640	)		(219	)
Net annuitization activity		—			—			(13,601	)		(3,949	)
Net increase (decrease) from contract owner transactions		7,273			(3,844	)		(19,531,337	)		(22,128,072	)
Total increase (decrease) in net assets		7,077			(478	)		(19,478,291	)		(15,158,005	)
Net assets at beginning of year		46,643			47,121			95,782,832			110,940,837
Net assets at end of year	$	53,720		$	46,643		$	76,304,541		$	95,782,832

The accompanying notes are an integral part of these financial statements.

- 56 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	C63 Sub-Account 2						C64 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	—		$	(254	)	$	(480,854	)	$	(519,139	)
Net realized gains (losses)		—			13,968			5,856,504			7,720,506
Net change in unrealized appreciation/(depreciation)		—			(14,282	)		(5,360,937	)		(4,953,072	)
Increase (decrease) in net assets from operations		—			(568	)		14,713			2,248,295
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		—			—			94,370			97,762
Transfers between Sub-Accounts (including the Fixed Account), net		—			—			(2,729,176	)		2,592,461
Withdrawals, surrenders, annuitizations and contract charges		(1	)		(35,009	)		(4,895,337	)		(4,174,238	)
Net accumulation activity		(1	)		(35,009	)		(7,530,143	)		(1,484,015	)
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		—			—			(3,121	)		(3,070	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			1,619			(1,172	)
Net annuitization activity		—			—			(1,502	)		(4,242	)
Net increase (decrease) from contract owner transactions		(1	)		(35,009	)		(7,531,645	)		(1,488,257	)
Total increase (decrease) in net assets		(1	)		(35,577	)		(7,516,932	)		760,038
Net assets at beginning of year		1			35,578			32,044,120			31,284,082
Net assets at end of year	$	—		$	1		$	24,527,188		$	32,044,120

The accompanying notes are an integral part of these financial statements.

- 57 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	C65 Sub-Account						C71 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(108,521	)	$	(148,234	)	$	(386	)	$	(420	)
Net realized gains (losses)		534,082			437,782			2,329			8,014
Net change in unrealized appreciation/(depreciation)		(473,389	)		(928,684	)		(4,731	)		(7,053	)
Increase (decrease) in net assets from operations		(47,828	)		(639,136	)		(2,788	)		541
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		82,589			63,026			—			12,414
Transfers between Sub-Accounts (including the Fixed Account), net		28,778			267,983			713			(32	)
Withdrawals, surrenders, annuitizations and contract charges		(1,385,650	)		(1,261,012	)		(155	)		(12,234	)
Net accumulation activity		(1,274,283	)		(930,003	)		558			148
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		—			—			—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			—			—
Net annuitization activity		—			—			—			—
Net increase (decrease) from contract owner transactions		(1,274,283	)		(930,003	)		558			148
Total increase (decrease) in net assets		(1,322,111	)		(1,569,139	)		(2,230	)		689
Net assets at beginning of year		8,180,085			9,749,224			36,485			35,796
Net assets at end of year	$	6,857,974		$	8,180,085		$	34,255		$	36,485

The accompanying notes are an integral part of these financial statements.

- 58 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	FD7 Sub-Account						F24 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(368,648	)	$	(339,423	)	$	(1,907,307	)	$	(2,259,255	)
Net realized gains (losses)		5,725,674			16,712,016			38,609,629			29,801,697
Net change in unrealized appreciation/(depreciation)		(6,715,114	)		(7,546,652	)		(38,668,638	)		(5,608,320	)
Increase (decrease) in net assets from operations		(1,358,088	)		8,825,941			(1,966,316	)		21,934,122
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		297,019			1,044,977			741,859			1,071,877
Transfers between Sub-Accounts (including the Fixed Account), net		9,594,674			14,994,017			(1,506,512	)		(6,530,278	)
Withdrawals, surrenders, annuitizations and contract charges		(13,558,934	)		(12,638,518	)		(28,113,959	)		(30,088,793	)
Net accumulation activity		(3,667,241	)		3,400,476			(28,878,612	)		(35,547,194	)
Annuitization Activity:
Annuitizations		—			—			11,100			—
Annuity payments and contract charges		—			—			(11,524	)		(11,531	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			77,039			(2,632	)
Net annuitization activity		—			—			76,615			(14,163	)
Net increase (decrease) from contract owner transactions		(3,667,241	)		3,400,476			(28,801,997	)		(35,561,357	)
Total increase (decrease) in net assets		(5,025,329	)		12,226,417			(30,768,313	)		(13,627,235	)
Net assets at beginning of year		116,145,981			103,919,564			228,891,089			242,518,324
Net assets at end of year	$	111,120,652		$	116,145,981		$	198,122,776		$	228,891,089

The accompanying notes are an integral part of these financial statements.

- 59 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	F88 Sub-Account						FB9 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(9,953	)	$	(29,208	)	$	(38,199	)	$	(91,864	)
Net realized gains (losses)		332,400			402,870			1,042,881			2,241,368
Net change in unrealized appreciation/(depreciation)		(395,217	)		(258,547	)		(1,397,562	)		(1,507,068	)
Increase (decrease) in net assets from operations		(72,770	)		115,115			(392,880	)		642,436
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		12,909			29,268			131,274			1,081,037
Transfers between Sub-Accounts (including the Fixed Account), net		214,052			(77,329	)		(152,219	)		87,936
Withdrawals, surrenders, annuitizations and contract charges		(970,869	)		(1,355,724	)		(3,047,891	)		(5,976,945	)
Net accumulation activity		(743,908	)		(1,403,785	)		(3,068,836	)		(4,807,972	)
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		—			—			—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			—			—
Net annuitization activity		—			—			—			—
Net increase (decrease) from contract owner transactions		(743,908	)		(1,403,785	)		(3,068,836	)		(4,807,972	)
Total increase (decrease) in net assets		(816,678	)		(1,288,670	)		(3,461,716	)		(4,165,536	)
Net assets at beginning of year		3,823,400			5,112,070			21,668,717			25,834,253
Net assets at end of year	$	3,006,722		$	3,823,400		$	18,207,001		$	21,668,717

The accompanying notes are an integral part of these financial statements.

- 60 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	F15 Sub-Account						F41 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(38,059	)	$	(117,048	)	$	(1,862,552	)	$	(2,496,398	)
Net realized gains (losses)		1,727,711			2,763,713			24,830,267			19,047,576
Net change in unrealized appreciation/(depreciation)		(2,262,373	)		(1,640,781	)		(26,098,584	)		(10,339,311	)
Increase (decrease) in net assets from operations		(572,721	)		1,005,884			(3,130,869	)		6,211,867
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		228,640			55,170			755,652			1,532,579
Transfers between Sub-Accounts (including the Fixed Account), net		597,724			376,499			(1,932,026	)		(2,782,709	)
Withdrawals, surrenders, annuitizations and contract charges		(4,118,324	)		(7,412,953	)		(20,749,990	)		(26,014,943	)
Net accumulation activity		(3,291,960	)		(6,981,284	)		(21,926,364	)		(27,265,073	)
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		—			—			(237	)		(2,631	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			(367	)		(188	)
Net annuitization activity		—			—			(604	)		(2,819	)
Net increase (decrease) from contract owner transactions		(3,291,960	)		(6,981,284	)		(21,926,968	)		(27,267,892	)
Total increase (decrease) in net assets		(3,864,681	)		(5,975,400	)		(25,057,837	)		(21,056,025	)
Net assets at beginning of year		33,093,994			39,069,394			142,229,294			163,285,319
Net assets at end of year	$	29,229,313		$	33,093,994		$	117,171,457		$	142,229,294

The accompanying notes are an integral part of these financial statements.

- 61 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	FE3 Sub-Account						T21 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(3,907,328	)	$	4,360,959		$	93,857		$	(72,729	)
Net realized gains (losses)		29,888,052			49,580,266			4,901,264			3,900,282
Net change in unrealized appreciation/(depreciation)		(22,728,981	)		(64,034,695	)		(11,890,041	)		(7,431,034	)
Increase (decrease) in net assets from operations		3,251,743			(10,093,470	)		(6,894,920	)		(3,603,481	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		1,705,632			2,381,117			156,483			408,754
Transfers between Sub-Accounts (including the Fixed Account), net		(13,453,042	)		6,070,842			5,382,759			3,556,727
Withdrawals, surrenders, annuitizations and contract charges		(50,307,323	)		(54,582,190	)		(5,576,917	)		(7,811,268	)
Net accumulation activity		(62,054,733	)		(46,130,231	)		(37,675	)		(3,845,787	)
Annuitization Activity:
Annuitizations		8,162			22,879			—			—
Annuity payments and contract charges		(12,442	)		(7,448	)		(54	)		(705	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(1,288	)		(540	)		(451	)		73
Net annuitization activity		(5,568	)		14,891			(505	)		(632	)
Net increase (decrease) from contract owner transactions		(62,060,301	)		(46,115,340	)		(38,180	)		(3,846,419	)
Total increase (decrease) in net assets		(58,808,558	)		(56,208,810	)		(6,933,100	)		(7,449,900	)
Net assets at beginning of year		399,793,906			456,002,716			36,027,868			43,477,768
Net assets at end of year	$	340,985,348		$	399,793,906		$	29,094,768		$	36,027,868

The accompanying notes are an integral part of these financial statements.

- 62 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	T20 Sub-Account						FE6 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	1,918,198		$	236,264		$	551,840		$	565,710
Net realized gains (losses)		15,074,702			18,864,710			1,426,335			2,855,250
Net change in unrealized appreciation/(depreciation)		(26,304,080	)		(39,083,311	)		(5,219,869	)		(2,729,291	)
Increase (decrease) in net assets from operations		(9,311,180	)		(19,982,337	)		(3,241,694	)		691,669
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		2,389,364			2,083,857			25,199			322,243
Transfers between Sub-Accounts (including the Fixed Account), net		4,427,321			14,408,874			98,640			(1,159,489	)
Withdrawals, surrenders, annuitizations and contract charges		(25,443,424	)		(33,622,672	)		(5,097,311	)		(5,461,512	)
Net accumulation activity		(18,626,739	)		(17,129,941	)		(4,973,472	)		(6,298,758	)
Annuitization Activity:
Annuitizations		33,610			10,541			—			—
Annuity payments and contract charges		(42,062	)		(12,333	)		—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		1,229			1,055			—			—
Net annuitization activity		(7,223	)		(737	)		—			—
Net increase (decrease) from contract owner transactions		(18,633,962	)		(17,130,678	)		(4,973,472	)		(6,298,758	)
Total increase (decrease) in net assets		(27,945,142	)		(37,113,015	)		(8,215,166	)		(5,607,089	)
Net assets at beginning of year		149,297,405			186,410,420			45,953,705			51,560,794
Net assets at end of year	$	121,352,263		$	149,297,405		$	37,738,539		$	45,953,705

The accompanying notes are an integral part of these financial statements.

- 63 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	T59 Sub-Account						F56 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	476,805		$	263,469		$	253,040		$	(100,793	)
Net realized gains (losses)		(391,232	)		(102,149	)		1,813,571			3,344,430
Net change in unrealized appreciation/(depreciation)		(596,607	)		(161,098	)		(4,116,234	)		(4,551,602	)
Increase (decrease) in net assets from operations		(511,034	)		222			(2,049,623	)		(1,307,965	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		25,465			47,044			143,881			386,495
Transfers between Sub-Accounts (including the Fixed Account), net		(406,211	)		987,270			(124,738	)		2,814,318
Withdrawals, surrenders, annuitizations and contract charges		(975,762	)		(1,021,986	)		(4,450,356	)		(6,173,449	)
Net accumulation activity		(1,356,508	)		12,328			(4,431,213	)		(2,972,636	)
Annuitization Activity:
Annuitizations		—			—			8,701			22,832
Annuity payments and contract charges		—			—			(5,195	)		(3,176	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			357			(213	)
Net annuitization activity		—			—			3,863			19,443
Net increase (decrease) from contract owner transactions		(1,356,508	)		12,328			(4,427,350	)		(2,953,193	)
Total increase (decrease) in net assets		(1,867,542	)		12,550			(6,476,973	)		(4,261,158	)
Net assets at beginning of year		8,287,607			8,275,057			29,759,539			34,020,697
Net assets at end of year	$	6,420,065		$	8,287,607		$	23,282,566		$	29,759,539

The accompanying notes are an integral part of these financial statements.

- 64 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	F59 Sub-Account						FF0 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	3,035,397		$	3,954,709		$	81,313		$	102,953
Net realized gains (losses)		2,002,908			4,241,413			23,779			72,737
Net change in unrealized appreciation/(depreciation)		(13,588,944	)		(4,613,362	)		(356,187	)		(88,332	)
Increase (decrease) in net assets from operations		(8,550,639	)		3,582,760			(251,095	)		87,358
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		1,002,522			892,086			33,772			59,938
Transfers between Sub-Accounts (including the Fixed Account), net		(498,303	)		8,491,046			34,730			199,978
Withdrawals, surrenders, annuitizations and contract charges		(16,970,281	)		(18,498,558	)		(242,776	)		(241,349	)
Net accumulation activity		(16,466,062	)		(9,115,426	)		(174,274	)		18,567
Annuitization Activity:
Annuitizations		9,071			28,993			—			—
Annuity payments and contract charges		(20,863	)		(19,474	)		—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		3,672			(939	)		—			—
Net annuitization activity		(8,120	)		8,580			—			—
Net increase (decrease) from contract owner transactions		(16,474,182	)		(9,106,846	)		(174,274	)		18,567
Total increase (decrease) in net assets		(25,024,821	)		(5,524,086	)		(425,369	)		105,925
Net assets at beginning of year		113,301,488			118,825,574			3,101,054			2,995,129
Net assets at end of year	$	88,276,667		$	113,301,488		$	2,675,685		$	3,101,054

The accompanying notes are an integral part of these financial statements.

- 65 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	F54 Sub-Account						FG8 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	2,673,719		$	689,840		$	4,831		$	1,540
Net realized gains (losses)		28,661,796			23,739,354			29,873			16,237
Net change in unrealized appreciation/(depreciation)		(43,569,375	)		(11,918,763	)		(58,774	)		(4,092	)
Increase (decrease) in net assets from operations		(12,233,860	)		12,510,431			(24,070	)		13,685
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		833,397			1,242,840			—			(31	)
Transfers between Sub-Accounts (including the Fixed Account), net		4,331,272			(5,524,050	)		15,060			93,041
Withdrawals, surrenders, annuitizations and contract charges		(27,517,364	)		(32,070,157	)		(5,440	)		(7,470	)
Net accumulation activity		(22,352,695	)		(36,351,367	)		9,620			85,540
Annuitization Activity:
Annuitizations		9,468			28,327			—			—
Annuity payments and contract charges		(42,541	)		(6,565	)		—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(310	)		(731	)		—			—
Net annuitization activity		(33,383	)		21,031			—			—
Net increase (decrease) from contract owner transactions		(22,386,078	)		(36,330,336	)		9,620			85,540
Total increase (decrease) in net assets		(34,619,938	)		(23,819,905	)		(14,450	)		99,225
Net assets at beginning of year		217,645,971			241,465,876			305,130			205,905
Net assets at end of year	$	183,026,033		$	217,645,971		$	290,680		$	305,130

The accompanying notes are an integral part of these financial statements.

- 66 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	F53 Sub-Account						FJ9 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(390,714	)	$	(461,788	)	$	(9,650	)	$	(9,966	)
Net realized gains (losses)		7,655,240			7,555,459			153,049			97,831
Net change in unrealized appreciation/(depreciation)		(10,576,313	)		(7,665,923	)		(226,195	)		(95,154	)
Increase (decrease) in net assets from operations		(3,311,787	)		(572,252	)		(82,796	)		(7,289	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		254,925			388,673			5,182			7,562
Transfers between Sub-Accounts (including the Fixed Account), net		1,874,384			1,377,104			27,186			109,249
Withdrawals, surrenders, annuitizations and contract charges		(6,075,382	)		(7,334,103	)		(93,065	)		(18,279	)
Net accumulation activity		(3,946,073	)		(5,568,326	)		(60,697	)		98,532
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		(25,547	)		—			—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			—			—
Net annuitization activity		(25,547	)		—			—			—
Net increase (decrease) from contract owner transactions		(3,971,620	)		(5,568,326	)		(60,697	)		98,532
Total increase (decrease) in net assets		(7,283,407	)		(6,140,578	)		(143,493	)		91,243
Net assets at beginning of year		41,053,979			47,194,557			957,085			865,842
Net assets at end of year	$	33,770,572		$	41,053,979		$	813,592		$	957,085

The accompanying notes are an integral part of these financial statements.

- 67 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	T28 Sub-Account						FJ0 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	1,255,079		$	1,408,585		$	20,721		$	22,668
Net realized gains (losses)		(764,823	)		352,967			(13,755	)		5,125
Net change in unrealized appreciation/(depreciation)		(1,814,400	)		(1,627,856	)		(29,839	)		(25,411	)
Increase (decrease) in net assets from operations		(1,324,144	)		133,696			(22,873	)		2,382
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		242,582			412,063			31,258			4,200
Transfers between Sub-Accounts (including the Fixed Account), net		(1,920,007	)		1,035,649			18,148			(10,577	)
Withdrawals, surrenders, annuitizations and contract charges		(4,663,372	)		(4,743,497	)		(141,497	)		(17,441	)
Net accumulation activity		(6,340,797	)		(3,295,785	)		(92,091	)		(23,818	)
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		—			—			—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			—			—
Net annuitization activity		—			—			—			—
Net increase (decrease) from contract owner transactions		(6,340,797	)		(3,295,785	)		(92,091	)		(23,818	)
Total increase (decrease) in net assets		(7,664,941	)		(3,162,089	)		(114,964	)		(21,436	)
Net assets at beginning of year		29,004,810			32,166,899			479,427			500,863
Net assets at end of year	$	21,339,869		$	29,004,810		$	364,463		$	479,427

The accompanying notes are an integral part of these financial statements.

- 68 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	HBF Sub-Account					H24 Sub-Account
	December 31, 2015		December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	—	$	348,728		$	56,304		$	93,692
Net realized gains (losses)		—		2,460,073			322,110			725,177
Net change in unrealized appreciation/(depreciation)		—		(2,764,080	)		(478,846	)		(522,691	)
Increase (decrease) in net assets from operations		—		44,721			(100,432	)		296,178
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		—		2,621			4,733			921
Transfers between Sub-Accounts (including the Fixed Account), net		—		(14,333,480	)		(562,514	)		(1,351,434	)
Withdrawals, surrenders, annuitizations and contract charges		—		(695,650	)		(674,014	)		(329,446	)
Net accumulation activity		—		(15,026,509	)		(1,231,795	)		(1,679,959	)
Annuitization Activity:
Annuitizations		—		—			—			—
Annuity payments and contract charges		—		—			—			—
Transfers between Sub-Accounts, net		—		—			—			—
Adjustments to annuity reserves		—		—			—			—
Net annuitization activity		—		—			—			—
Net increase (decrease) from contract owner transactions		—		(15,026,509	)		(1,231,795	)		(1,679,959	)
Total increase (decrease) in net assets		—		(14,981,788	)		(1,332,227	)		(1,383,781	)
Net assets at beginning of year		—		14,981,788			3,224,544			4,608,325
Net assets at end of year	$	—	$	—		$	1,892,317		$	3,224,544

The accompanying notes are an integral part of these financial statements.

- 69 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	HVG Sub-Account					HVI Sub-Account
	December 31, 2015		December 31, 2014			December 31, 2015		December 31, 2014
Operations:
Net investment income (loss)	$	—	$	(3,046	)	$	—	$	35,503
Net realized gains (losses)		—		262,158			—		284,933
Net change in unrealized appreciation/(depreciation)		—		(273,956	)		—		(278,547	)
Increase (decrease) in net assets from operations		—		(14,844	)		—		41,889
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		—		72			—		34
Transfers between Sub-Accounts (including the Fixed Account), net		—		(808,563	)		—		(938,816	)
Withdrawals, surrenders, annuitizations and contract charges		—		(7,509	)		—		(35,678	)
Net accumulation activity		—		(816,000	)		—		(974,460	)
Annuitization Activity:
Annuitizations		—		—			—		—
Annuity payments and contract charges		—		—			—		—
Transfers between Sub-Accounts, net		—		—			—		—
Adjustments to annuity reserves		—		—			—		—
Net annuitization activity		—		—			—		—
Net increase (decrease) from contract owner transactions		—		(816,000	)		—		(974,460	)
Total increase (decrease) in net assets		—		(830,844	)		—		(932,571	)
Net assets at beginning of year		—		830,844			—		932,571
Net assets at end of year	$	—	$	—		$	—	$	—

The accompanying notes are an integral part of these financial statements.

- 70 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	H27 Sub-Account 1						HVC Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015		December 31, 2014
Operations:
Net investment income (loss)	$	22,931		$	(2,520	)	$	—	$	(2,826	)
Net realized gains (losses)		304,480			600,150			—		412,770
Net change in unrealized appreciation/(depreciation)		(275,874	)		(847,540	)		—		(401,035	)
Increase (decrease) in net assets from operations		51,537			(249,910	)		—		8,909
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		18			425			—		66
Transfers between Sub-Accounts (including the Fixed Account), net		(2,166,691	)		(2,008,213	)		—		(1,501,758	)
Withdrawals, surrenders, annuitizations and contract charges		(7,125	)		(369,975	)		—		(114,158	)
Net accumulation activity		(2,173,798	)		(2,377,763	)		—		(1,615,850	)
Annuitization Activity:
Annuitizations		—			—			—		—
Annuity payments and contract charges		—			—			—		—
Transfers between Sub-Accounts, net		—			—			—		—
Adjustments to annuity reserves		—			—			—		—
Net annuitization activity		—			—			—		—
Net increase (decrease) from contract owner transactions		(2,173,798	)		(2,377,763	)		—		(1,615,850	)
Total increase (decrease) in net assets		(2,122,261	)		(2,627,673	)		—		(1,606,941	)
Net assets at beginning of year		2,122,261			4,749,934			—		1,606,941
Net assets at end of year	$	—		$	2,122,261		$	—	$	—

The accompanying notes are an integral part of these financial statements.

- 71 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	HVS Sub-Account					HRS Sub-Account
	December 31, 2015		December 31, 2014			December 31, 2015		December 31, 2014
Operations:
Net investment income (loss)	$	—	$	227,674		$	—	$	44,295
Net realized gains (losses)		—		(403,726	)		—		207,068
Net change in unrealized appreciation/(depreciation)		—		220,950			—		(187,444	)
Increase (decrease) in net assets from operations		—		44,898			—		63,919
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		—		1,502			—		87
Transfers between Sub-Accounts (including the Fixed Account), net		—		(8,002,405	)		—		(2,246,995	)
Withdrawals, surrenders, annuitizations and contract charges		—		(262,729	)		—		(147,641	)
Net accumulation activity		—		(8,263,632	)		—		(2,394,549	)
Annuitization Activity:
Annuitizations		—		—			—		—
Annuity payments and contract charges		—		—			—		—
Transfers between Sub-Accounts, net		—		—			—		—
Adjustments to annuity reserves		—		—			—		—
Net annuitization activity		—		—			—		—
Net increase (decrease) from contract owner transactions		—		(8,263,632	)		—		(2,394,549	)
Total increase (decrease) in net assets		—		(8,218,734	)		—		(2,330,630	)
Net assets at beginning of year		—		8,218,734			—		2,330,630
Net assets at end of year	$	—	$	—		$	—	$	—

The accompanying notes are an integral part of these financial statements.

- 72 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	HVR Sub-Account					H32 Sub-Account
	December 31, 2015		December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	—	$	(4,374	)	$	(25,108	)	$	(46,072	)
Net realized gains (losses)		—		273,916			774,416			1,291,671
Net change in unrealized appreciation/(depreciation)		—		(279,865	)		(955,562	)		(1,445,066	)
Increase (decrease) in net assets from operations		—		(10,323	)		(206,254	)		(199,467	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		—		54			2,074			275
Transfers between Sub-Accounts (including the Fixed Account), net		—		(1,386,741	)		(883,822	)		(808,097	)
Withdrawals, surrenders, annuitizations and contract charges		—		(45,544	)		(489,913	)		(456,959	)
Net accumulation activity		—		(1,432,231	)		(1,371,661	)		(1,264,781	)
Annuitization Activity:
Annuitizations		—		—			—			—
Annuity payments and contract charges		—		—			—			—
Transfers between Sub-Accounts, net		—		—			—			—
Adjustments to annuity reserves		—		—			—			—
Net annuitization activity		—		—			—			—
Net increase (decrease) from contract owner transactions		—		(1,432,231	)		(1,371,661	)		(1,264,781	)
Total increase (decrease) in net assets		—		(1,442,554	)		(1,577,915	)		(1,464,248	)
Net assets at beginning of year		—		1,442,554			3,690,597			5,154,845
Net assets at end of year	$	—	$	—		$	2,112,682		$	3,690,597

The accompanying notes are an integral part of these financial statements.

- 73 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	V35 Sub-Account						V13 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(183,731	)	$	(173,138	)	$	609		$	(247,196	)
Net realized gains (losses)		1,934,775			1,927,616			3,334,177			4,351,174
Net change in unrealized appreciation/(depreciation)		(2,879,174	)		(871,919	)		(6,255,474	)		(1,262,087	)
Increase (decrease) in net assets from operations		(1,128,130	)		882,559			(2,920,688	)		2,841,891
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		26,738			30,655			258,219			276,972
Transfers between Sub-Accounts (including the Fixed Account), net		1,186,165			1,018,550			674,993			4,335,491
Withdrawals, surrenders, annuitizations and contract charges		(1,701,866	)		(1,492,481	)		(5,375,079	)		(5,940,353	)
Net accumulation activity		(488,963	)		(443,276	)		(4,441,867	)		(1,327,890	)
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		—			—			—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			—			—
Net annuitization activity		—			—			—			—
Net increase (decrease) from contract owner transactions		(488,963	)		(443,276	)		(4,441,867	)		(1,327,890	)
Total increase (decrease) in net assets		(1,617,093	)		439,283			(7,362,555	)		1,514,001
Net assets at beginning of year		11,851,444			11,412,161			41,192,148			39,678,147
Net assets at end of year	$	10,234,351		$	11,851,444		$	33,829,593		$	41,192,148

The accompanying notes are an integral part of these financial statements.

- 74 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	V11 Sub-Account						AC1 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	817,563		$	(18,634	)	$	(8,156	)	$	(2,449	)
Net realized gains (losses)		16,131,327			11,702,853			45,817			82,645
Net change in unrealized appreciation/(depreciation)		(21,731,077	)		(3,800,759	)		(197,611	)		(107,894	)
Increase (decrease) in net assets from operations		(4,782,187	)		7,883,460			(159,950	)		(27,698	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		514,797			434,142			4,526			8,733
Transfers between Sub-Accounts (including the Fixed Account), net		6,078,778			21,976,167			1,609,845			888,734
Withdrawals, surrenders, annuitizations and contract charges		(13,892,294	)		(10,483,462	)		(317,296	)		(171,817	)
Net accumulation activity		(7,298,719	)		11,926,847			1,297,075			725,650
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		—			—			—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			—			—
Net annuitization activity		—			—			—			—
Net increase (decrease) from contract owner transactions		(7,298,719	)		11,926,847			1,297,075			725,650
Total increase (decrease) in net assets		(12,080,906	)		19,810,307			1,137,125			697,952
Net assets at beginning of year		121,727,423			101,917,116			1,963,336			1,265,384
Net assets at end of year	$	109,646,517		$	121,727,423		$	3,100,461		$	1,963,336

The accompanying notes are an integral part of these financial statements.

- 75 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	J88 Sub-Account						J94 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	683,971		$	599,295		$	(71,894	)	$	(63,178	)
Net realized gains (losses)		(332,440	)		(361,315	)		1,442,815			410,920
Net change in unrealized appreciation/(depreciation)		(639,197	)		591,789			(1,648,037	)		774,081
Increase (decrease) in net assets from operations		(287,666	)		829,769			(277,116	)		1,121,823
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		42,737			327,163			84,234			21,737
Transfers between Sub-Accounts (including the Fixed Account), net		7,205,794			13,615,587			348,884			7,825,598
Withdrawals, surrenders, annuitizations and contract charges		(6,187,186	)		(2,577,269	)		(2,807,856	)		(705,207	)
Net accumulation activity		1,061,345			11,365,481			(2,374,738	)		7,142,128
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		—			—			—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			—			—
Net annuitization activity		—			—			—			—
Net increase (decrease) from contract owner transactions		1,061,345			11,365,481			(2,374,738	)		7,142,128
Total increase (decrease) in net assets		773,679			12,195,250			(2,651,854	)		8,263,951
Net assets at beginning of year		35,919,894			23,724,644			13,476,661			5,212,710
Net assets at end of year	$	36,693,573		$	35,919,894		$	10,824,807		$	13,476,661

The accompanying notes are an integral part of these financial statements.

- 76 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	L11 Sub-Account						L18 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(233,831	)	$	14,653		$	(587,058	)	$	(659,285	)
Net realized gains (losses)		(982,196	)		770,523			3,354,162			7,263,762
Net change in unrealized appreciation/(depreciation)		(9,103,925	)		(3,344,269	)		(2,217,402	)		(5,055,937	)
Increase (decrease) in net assets from operations		(10,319,952	)		(2,559,093	)		549,702			1,548,540
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		276,448			306,347			433,871			298,164
Transfers between Sub-Accounts (including the Fixed Account), net		6,314,931			1,966,248			607,174			(569,661	)
Withdrawals, surrenders, annuitizations and contract charges		(7,117,919	)		(8,352,023	)		(5,259,765	)		(6,948,472	)
Net accumulation activity		(526,540	)		(6,079,428	)		(4,218,720	)		(7,219,969	)
Annuitization Activity:
Annuitizations		—			—			1,555			—
Annuity payments and contract charges		(175	)		(199	)		(2,133	)		(4,217	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(140	)		(42	)		739			48
Net annuitization activity		(315	)		(241	)		161			(4,169	)
Net increase (decrease) from contract owner transactions		(526,855	)		(6,079,669	)		(4,218,559	)		(7,224,138	)
Total increase (decrease) in net assets		(10,846,807	)		(8,638,762	)		(3,668,857	)		(5,675,598	)
Net assets at beginning of year		51,420,479			60,059,241			35,208,118			40,883,716
Net assets at end of year	$	40,573,672		$	51,420,479		$	31,539,261		$	35,208,118

The accompanying notes are an integral part of these financial statements.

- 77 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	L17 Sub-Account						M07 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(288,438	)	$	(689,085	)	$	4,830,151		$	2,023,529
Net realized gains (losses)		4,092,528			12,223,209			19,004,075			16,345,842
Net change in unrealized appreciation/(depreciation)		(6,107,859	)		(8,862,261	)		(30,547,340	)		11,261,699
Increase (decrease) in net assets from operations		(2,303,769	)		2,671,863			(6,713,114	)		29,631,070
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		405,434			217,077			6,744,488			7,109,105
Transfers between Sub-Accounts (including the Fixed Account), net		(668,464	)		(1,777,332	)		(2,004,170	)		(1,094,228	)
Withdrawals, surrenders, annuitizations and contract charges		(6,345,368	)		(7,429,732	)		(48,163,124	)		(56,624,204	)
Net accumulation activity		(6,608,398	)		(8,989,987	)		(43,422,806	)		(50,609,327	)
Annuitization Activity:
Annuitizations		—			—			160,123			569,036
Annuity payments and contract charges		(403	)		(414	)		(623,394	)		(692,828	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(99	)		(114	)		(282,422	)		(8,582	)
Net annuitization activity		(502	)		(528	)		(745,693	)		(132,374	)
Net increase (decrease) from contract owner transactions		(6,608,900	)		(8,990,515	)		(44,168,499	)		(50,741,701	)
Total increase (decrease) in net assets		(8,912,669	)		(6,318,652	)		(50,881,613	)		(21,110,631	)
Net assets at beginning of year		50,345,227			56,663,879			428,275,096			449,385,727
Net assets at end of year	$	41,432,558		$	50,345,227		$	377,393,483		$	428,275,096

The accompanying notes are an integral part of these financial statements.

- 78 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	M35 Sub-Account						M31 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	3,195,049		$	71,784		$	(1,783,451	)	$	(1,889,060	)
Net realized gains (losses)		24,529,776			23,734,438			13,442,217			16,011,210
Net change in unrealized appreciation/(depreciation)		(37,460,275	)		10,429,553			(3,336,921	)		(4,011,623	)
Increase (decrease) in net assets from operations		(9,735,450	)		34,235,775			8,321,845			10,110,527
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		6,389,439			5,868,471			1,283,544			2,001,191
Transfers between Sub-Accounts (including the Fixed Account), net		(5,562,404	)		(5,861,752	)		(508,407	)		(2,258,549	)
Withdrawals, surrenders, annuitizations and contract charges		(81,208,798	)		(102,462,509	)		(14,694,189	)		(17,711,800	)
Net accumulation activity		(80,381,763	)		(102,455,790	)		(13,919,052	)		(17,969,158	)
Annuitization Activity:
Annuitizations		140,602			44,506			(9,684	)		28,839
Annuity payments and contract charges		(36,999	)		(38,237	)		(110,409	)		(117,153	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		10,739			855			22,445			(18,162	)
Net annuitization activity		114,342			7,124			(97,648	)		(106,476	)
Net increase (decrease) from contract owner transactions		(80,267,421	)		(102,448,666	)		(14,016,700	)		(18,075,634	)
Total increase (decrease) in net assets		(90,002,871	)		(68,212,891	)		(5,694,855	)		(7,965,107	)
Net assets at beginning of year		513,985,416			582,198,307			142,083,425			150,048,532
Net assets at end of year	$	423,982,545		$	513,985,416		$	136,388,570		$	142,083,425

The accompanying notes are an integral part of these financial statements.

- 79 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	M80 Sub-Account						MF1 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(350,358	)	$	(345,728	)	$	(349,308	)	$	(348,397	)
Net realized gains (losses)		2,850,541			2,788,871			3,562,968			3,912,341
Net change in unrealized appreciation/(depreciation)		(1,419,222	)		(1,037,334	)		(2,464,173	)		(1,889,383	)
Increase (decrease) in net assets from operations		1,080,961			1,405,809			749,487			1,674,561
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		84,933			65,188			145,601			243,979
Transfers between Sub-Accounts (including the Fixed Account), net		827,960			2,081,767			546,435			109,799
Withdrawals, surrenders, annuitizations and contract charges		(2,962,156	)		(2,360,293	)		(2,680,643	)		(2,633,791	)
Net accumulation activity		(2,049,263	)		(213,338	)		(1,988,607	)		(2,280,013	)
Annuitization Activity:
Annuitizations		—			4,352			(10,204	)		10,204
Annuity payments and contract charges		(4,375	)		(3,597	)		(64,972	)		(11,448	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		1,654			(147	)		(6,835	)		1,126
Net annuitization activity		(2,721	)		608			(82,011	)		(118	)
Net increase (decrease) from contract owner transactions		(2,051,984	)		(212,730	)		(2,070,618	)		(2,280,131	)
Total increase (decrease) in net assets		(971,023	)		1,193,079			(1,321,131	)		(605,570	)
Net assets at beginning of year		21,392,555			20,199,476			24,193,882			24,799,452
Net assets at end of year	$	20,421,532		$	21,392,555		$	22,872,751		$	24,193,882

The accompanying notes are an integral part of these financial statements.

- 80 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	M41 Sub-Account						M05 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(628,440	)	$	(698,512	)	$	(830,096	)	$	(343,122	)
Net realized gains (losses)		6,597,900			7,690,575			(240,647	)		11,802,631
Net change in unrealized appreciation/(depreciation)		(4,741,035	)		(4,289,624	)		(466,705	)		(10,897,317	)
Increase (decrease) in net assets from operations		1,228,425			2,702,439			(1,537,448	)		562,192
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		169,940			660,600			1,002,567			272,902
Transfers between Sub-Accounts (including the Fixed Account), net		(1,351,384	)		(771,702	)		75,275			60,652,427
Withdrawals, surrenders, annuitizations and contract charges		(6,937,812	)		(5,956,042	)		(7,002,944	)		(2,441,082	)
Net accumulation activity		(8,119,256	)		(6,067,144	)		(5,925,102	)		58,484,247
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		(861	)		(867	)		(105,441	)		(3,611	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(709	)		(229	)		(659	)		(476	)
Net annuitization activity		(1,570	)		(1,096	)		(106,100	)		(4,087	)
Net increase (decrease) from contract owner transactions		(8,120,826	)		(6,068,240	)		(6,031,202	)		58,480,160
Total increase (decrease) in net assets		(6,892,401	)		(3,365,801	)		(7,568,650	)		59,042,352
Net assets at beginning of year		40,469,079			43,834,880			59,042,352			—
Net assets at end of year	$	33,576,678		$	40,469,079		$	51,473,702		$	59,042,352

The accompanying notes are an integral part of these financial statements.

- 81 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	M42 Sub-Account						M89 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(972,905	)	$	(593,619	)	$	10,563,597		$	8,152,464
Net realized gains (losses)		(1,025,857	)		14,835,511			(1,484,534	)		(563,133	)
Net change in unrealized appreciation/(depreciation)		565,599			(15,543,452	)		(23,023,650	)		21,975,825
Increase (decrease) in net assets from operations		(1,433,163	)		(1,301,560	)		(13,944,587	)		29,565,156
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		773,852			452,106			3,306,669			3,905,473
Transfers between Sub-Accounts (including the Fixed Account), net		(880,719	)		51,076,108			(18,757,048	)		(9,138,192	)
Withdrawals, surrenders, annuitizations and contract charges		(9,572,823	)		(5,728,894	)		(81,941,751	)		(82,014,814	)
Net accumulation activity		(9,679,690	)		45,799,320			(97,392,130	)		(87,247,533	)
Annuitization Activity:
Annuitizations		8,720			2,932			—			—
Annuity payments and contract charges		(10,405	)		(5,944	)		(12,824	)		(11,702	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		4,546			(1,526	)		77,913			(2,573	)
Net annuitization activity		2,861			(4,538	)		65,089			(14,275	)
Net increase (decrease) from contract owner transactions		(9,676,829	)		45,794,782			(97,327,041	)		(87,261,808	)
Total increase (decrease) in net assets		(11,109,992	)		44,493,222			(111,271,628	)		(57,696,652	)
Net assets at beginning of year		62,789,692			18,296,470			721,401,282			779,097,934
Net assets at end of year	$	51,679,700		$	62,789,692		$	610,129,654		$	721,401,282

The accompanying notes are an integral part of these financial statements.

- 82 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	M82 Sub-Account						M44 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(2,197,065	)	$	(2,240,872	)	$	3,821,668		$	2,458,568
Net realized gains (losses)		21,548,375			26,359,211			6,362,498			5,637,055
Net change in unrealized appreciation/(depreciation)		(21,081,678	)		(8,441,209	)		(32,705,984	)		(6,063,936	)
Increase (decrease) in net assets from operations		(1,730,368	)		15,677,130			(22,521,818	)		2,031,687
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		766,962			875,861			2,862,813			773,989
Transfers between Sub-Accounts (including the Fixed Account), net		(4,404,991	)		(10,862,804	)		(2,756,964	)		161,712,810
Withdrawals, surrenders, annuitizations and contract charges		(23,905,772	)		(27,897,880	)		(18,732,085	)		(7,005,286	)
Net accumulation activity		(27,543,801	)		(37,884,823	)		(18,626,236	)		155,481,513
Annuitization Activity:
Annuitizations		—			—			(28,671	)		61,515
Annuity payments and contract charges		(11,795	)		(4,064	)		(276,467	)		(159,793	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(2,564	)		91			(24,790	)		(60,651	)
Net annuitization activity		(14,359	)		(3,973	)		(329,928	)		(158,929	)
Net increase (decrease) from contract owner transactions		(27,558,160	)		(37,888,796	)		(18,956,164	)		155,322,584
Total increase (decrease) in net assets		(29,288,528	)		(22,211,666	)		(41,477,982	)		157,354,271
Net assets at beginning of year		195,371,707			217,583,373			157,354,271			—
Net assets at end of year	$	166,083,179		$	195,371,707		$	115,876,289		$	157,354,271

The accompanying notes are an integral part of these financial statements.

- 83 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	M40 Sub-Account						M83 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	1,849,009		$	1,275,275		$	2,038,157		$	568,130
Net realized gains (losses)		3,253,188			3,347,966			31,075,845			30,226,316
Net change in unrealized appreciation/(depreciation)		(18,611,448	)		(3,613,660	)		(39,969,865	)		(2,732,105	)
Increase (decrease) in net assets from operations		(13,509,251	)		1,009,581			(6,855,863	)		28,062,341
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		492,092			397,069			3,858,480			4,401,586
Transfers between Sub-Accounts (including the Fixed Account), net		4,509,900			102,366,742			(2,424,459	)		101,748,293
Withdrawals, surrenders, annuitizations and contract charges		(14,606,276	)		(6,755,297	)		(50,748,973	)		(55,290,729	)
Net accumulation activity		(9,604,284	)		96,008,514			(49,314,952	)		50,859,150
Annuitization Activity:
Annuitizations		—			—			69,943			60,711
Annuity payments and contract charges		—			—			(792,967	)		(62,929	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			20,459			(99,305	)
Net annuitization activity		—			—			(702,565	)		(101,523	)
Net increase (decrease) from contract owner transactions		(9,604,284	)		96,008,514			(50,017,517	)		50,757,627
Total increase (decrease) in net assets		(23,113,535	)		97,018,095			(56,873,380	)		78,819,968
Net assets at beginning of year		97,018,095			—			348,288,933			269,468,965
Net assets at end of year	$	73,904,560		$	97,018,095		$	291,415,553		$	348,288,933

The accompanying notes are an integral part of these financial statements.

- 84 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	M08 Sub-Account						MB6 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	628,841		$	1,162,472		$	461,871		$	792,281
Net realized gains (losses)		9,392,674			9,183,391			44,186,666			23,111,511
Net change in unrealized appreciation/(depreciation)		(13,989,146	)		2,204,007			(45,247,557	)		10,321,624
Increase (decrease) in net assets from operations		(3,967,631	)		12,549,870			(599,020	)		34,225,416
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		1,040,545			891,670			4,274,832			6,042,586
Transfers between Sub-Accounts (including the Fixed Account), net		(6,313,264	)		165,921,796			(3,215,855	)		(3,622,062	)
Withdrawals, surrenders, annuitizations and contract charges		(26,465,630	)		(11,082,245	)		(38,375,153	)		(42,964,086	)
Net accumulation activity		(31,738,349	)		155,731,221			(37,316,176	)		(40,543,562	)
Annuitization Activity:
Annuitizations		—			—			31,271			567,995
Annuity payments and contract charges		(10,836	)		(2,365	)		(286,907	)		(324,203	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		7,780			(2,015	)		(66,662	)		(177,365	)
Net annuitization activity		(3,056	)		(4,380	)		(322,298	)		66,427
Net increase (decrease) from contract owner transactions		(31,741,405	)		155,726,841			(37,638,474	)		(40,477,135	)
Total increase (decrease) in net assets		(35,709,036	)		168,276,711			(38,237,494	)		(6,251,719	)
Net assets at beginning of year		182,060,917			13,784,206			328,827,039			335,078,758
Net assets at end of year	$	146,351,881		$	182,060,917		$	290,589,545		$	328,827,039

The accompanying notes are an integral part of these financial statements.

- 85 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	MB7 Sub-Account						MC0 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(409,078	)	$	(380,926	)	$	1,734,041		$	1,725,880
Net realized gains (losses)		19,495,598			13,155,198			1,239,144			2,623,993
Net change in unrealized appreciation/(depreciation)		(19,667,165	)		(1,819,525	)		(4,079,078	)		(1,214,922	)
Increase (decrease) in net assets from operations		(580,645	)		10,954,747			(1,105,893	)		3,134,951
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		1,404,410			1,333,349			937,183			1,125,853
Transfers between Sub-Accounts (including the Fixed Account), net		(2,690,910	)		(7,394,614	)		1,431,086			2,592,285
Withdrawals, surrenders, annuitizations and contract charges		(17,057,461	)		(21,451,173	)		(9,249,972	)		(10,004,679	)
Net accumulation activity		(18,343,961	)		(27,512,438	)		(6,881,703	)		(6,286,541	)
Annuitization Activity:
Annuitizations		99,680			34,332			21,567			40,205
Annuity payments and contract charges		(22,842	)		(8,808	)		(102,325	)		(48,444	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		17,224			(286	)		(34,848	)		(44,170	)
Net annuitization activity		94,062			25,238			(115,606	)		(52,409	)
Net increase (decrease) from contract owner transactions		(18,249,899	)		(27,487,200	)		(6,997,309	)		(6,338,950	)
Total increase (decrease) in net assets		(18,830,544	)		(16,532,453	)		(8,103,202	)		(3,203,999	)
Net assets at beginning of year		105,320,011			121,852,464			71,633,113			74,837,112
Net assets at end of year	$	86,489,467		$	105,320,011		$	63,529,911		$	71,633,113

The accompanying notes are an integral part of these financial statements.

- 86 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	MA0 Sub-Account						MC2 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	3,832,529		$	3,604,738		$	(978,326	)	$	(725,524	)
Net realized gains (losses)		728,993			1,798,494			12,730,396			6,583,179
Net change in unrealized appreciation/(depreciation)		(8,225,306	)		1,511,819			(13,335,923	)		4,687,212
Increase (decrease) in net assets from operations		(3,663,784	)		6,915,051			(1,583,853	)		10,544,867
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		929,295			1,195,992			1,170,344			2,315,559
Transfers between Sub-Accounts (including the Fixed Account), net		3,281,325			16,929,133			(1,157,673	)		385,330
Withdrawals, surrenders, annuitizations and contract charges		(22,704,335	)		(26,055,884	)		(12,579,415	)		(14,149,592	)
Net accumulation activity		(18,493,715	)		(7,930,759	)		(12,566,744	)		(11,448,703	)
Annuitization Activity:
Annuitizations		—			—			28,362			200,184
Annuity payments and contract charges		(1,081	)		(1,116	)		(96,724	)		(75,303	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(416	)		(284	)		19,693			(17,613	)
Net annuitization activity		(1,497	)		(1,400	)		(48,669	)		107,268
Net increase (decrease) from contract owner transactions		(18,495,212	)		(7,932,159	)		(12,615,413	)		(11,341,435	)
Total increase (decrease) in net assets		(22,158,996	)		(1,017,108	)		(14,199,266	)		(796,568	)
Net assets at beginning of year		177,253,081			178,270,189			113,882,760			114,679,328
Net assets at end of year	$	155,094,085		$	177,253,081		$	99,683,494		$	113,882,760

The accompanying notes are an integral part of these financial statements.

- 87 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	MC1 Sub-Account						MC3 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(596,700	)	$	(520,471	)	$	(103,125	)	$	(216,443	)
Net realized gains (losses)		7,664,005			6,136,078			(239,625	)		958,630
Net change in unrealized appreciation/(depreciation)		(7,888,228	)		(1,533,942	)		(2,633,660	)		(2,822,414	)
Increase (decrease) in net assets from operations		(820,923	)		4,081,665			(2,976,410	)		(2,080,227	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		201,278			716,309			265,402			472,500
Transfers between Sub-Accounts (including the Fixed Account), net		2,661,225			1,544,438			(303,213	)		(1,666,423	)
Withdrawals, surrenders, annuitizations and contract charges		(6,963,982	)		(8,530,828	)		(3,168,258	)		(3,052,389	)
Net accumulation activity		(4,101,479	)		(6,270,081	)		(3,206,069	)		(4,246,312	)
Annuitization Activity:
Annuitizations		80,970			46,668			—			31,990
Annuity payments and contract charges		(14,961	)		(2,719	)		(71,100	)		(27,334	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		6,376			(299	)		12,975			(4,969	)
Net annuitization activity		72,385			43,650			(58,125	)		(313	)
Net increase (decrease) from contract owner transactions		(4,029,094	)		(6,226,431	)		(3,264,194	)		(4,246,625	)
Total increase (decrease) in net assets		(4,850,017	)		(2,144,766	)		(6,240,604	)		(6,326,852	)
Net assets at beginning of year		46,069,765			48,214,531			24,006,037			30,332,889
Net assets at end of year	$	41,219,748		$	46,069,765		$	17,765,433		$	24,006,037

The accompanying notes are an integral part of these financial statements.

- 88 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	MA1 Sub-Account						MC4 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(235,871	)	$	(346,393	)	$	134,368		$	(147,407	)
Net realized gains (losses)		(790,044	)		(907,480	)		(176,437	)		21,636
Net change in unrealized appreciation/(depreciation)		(2,211,635	)		(916,231	)		(665,451	)		91,896
Increase (decrease) in net assets from operations		(3,237,550	)		(2,170,104	)		(707,520	)		(33,875	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		53,865			164,776			231,386			162,156
Transfers between Sub-Accounts (including the Fixed Account), net		1,452,038			1,517,133			(166,343	)		(325,704	)
Withdrawals, surrenders, annuitizations and contract charges		(3,628,023	)		(3,834,114	)		(1,741,888	)		(2,954,806	)
Net accumulation activity		(2,122,120	)		(2,152,205	)		(1,676,845	)		(3,118,354	)
Annuitization Activity:
Annuitizations		—			—			—			97,464
Annuity payments and contract charges		(1,399	)		(1,397	)		(4,429	)		(14,149	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		390			(33	)		(84,304	)		(19,186	)
Net annuitization activity		(1,009	)		(1,430	)		(88,733	)		64,129
Net increase (decrease) from contract owner transactions		(2,123,129	)		(2,153,635	)		(1,765,578	)		(3,054,225	)
Total increase (decrease) in net assets		(5,360,679	)		(4,323,739	)		(2,473,098	)		(3,088,100	)
Net assets at beginning of year		25,532,430			29,856,169			14,774,648			17,862,748
Net assets at end of year	$	20,171,751		$	25,532,430		$	12,301,550		$	14,774,648

The accompanying notes are an integral part of these financial statements.

- 89 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	MC5 Sub-Account						MC6 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	17,570		$	(29,776	)	$	(237,329	)	$	(493,625	)
Net realized gains (losses)		(47,272	)		(20,703	)		5,207,218			3,660,389
Net change in unrealized appreciation/(depreciation)		(79,587	)		28,023			(6,371,051	)		(1,636,924	)
Increase (decrease) in net assets from operations		(109,289	)		(22,456	)		(1,401,162	)		1,529,840
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		571			51,014			446,388			297,015
Transfers between Sub-Accounts (including the Fixed Account), net		21,566			(451,665	)		82,673			(904,150	)
Withdrawals, surrenders, annuitizations and contract charges		(133,148	)		(303,652	)		(5,256,984	)		(5,482,315	)
Net accumulation activity		(111,011	)		(704,303	)		(4,727,923	)		(6,089,450	)
Annuitization Activity:
Annuitizations		—			—			—			33,574
Annuity payments and contract charges		(1,333	)		(1,264	)		(49,441	)		(46,657	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		354			(42	)		(32,431	)		(12,043	)
Net annuitization activity		(979	)		(1,306	)		(81,872	)		(25,126	)
Net increase (decrease) from contract owner transactions		(111,990	)		(705,609	)		(4,809,795	)		(6,114,576	)
Total increase (decrease) in net assets		(221,279	)		(728,065	)		(6,210,957	)		(4,584,736	)
Net assets at beginning of year		1,804,378			2,532,443			52,631,162			57,215,898
Net assets at end of year	$	1,583,099		$	1,804,378		$	46,420,205		$	52,631,162

The accompanying notes are an integral part of these financial statements.

- 90 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	MC7 Sub-Account						MC8 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(21,830	)	$	(36,291	)	$	(144,225	)	$	(384,579	)
Net realized gains (losses)		233,090			214,790			5,436,298			6,121,122
Net change in unrealized appreciation/(depreciation)		(277,172	)		(159,578	)		(7,191,932	)		(4,538,096	)
Increase (decrease) in net assets from operations		(65,912	)		18,921			(1,899,859	)		1,198,447
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		40,617			25,231			1,284,719			1,602,510
Transfers between Sub-Accounts (including the Fixed Account), net		(88,948	)		(817,753	)		(950,386	)		(1,529,598	)
Withdrawals, surrenders, annuitizations and contract charges		(188,375	)		(461,442	)		(12,981,742	)		(13,835,591	)
Net accumulation activity		(236,706	)		(1,253,964	)		(12,647,409	)		(13,762,679	)
Annuitization Activity:
Annuitizations		—			—			381,086			22,037
Annuity payments and contract charges		—			—			(148,995	)		(105,720	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			(172	)		(24,301	)
Net annuitization activity		—			—			231,919			(107,984	)
Net increase (decrease) from contract owner transactions		(236,706	)		(1,253,964	)		(12,415,490	)		(13,870,663	)
Total increase (decrease) in net assets		(302,618	)		(1,235,043	)		(14,315,349	)		(12,672,216	)
Net assets at beginning of year		2,299,179			3,534,222			107,911,560			120,583,776
Net assets at end of year	$	1,996,561		$	2,299,179		$	93,596,211		$	107,911,560

The accompanying notes are an integral part of these financial statements.

- 91 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	MC9 Sub-Account						MD0 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(47,899	)	$	(74,108	)	$	2,281,449		$	945,559
Net realized gains (losses)		705,314			867,462			1,027,288			185,760
Net change in unrealized appreciation/(depreciation)		(826,788	)		(739,771	)		(5,386,048	)		913,779
Increase (decrease) in net assets from operations		(169,373	)		53,583			(2,077,311	)		2,045,098
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		62,465			84,282			558,090			746,304
Transfers between Sub-Accounts (including the Fixed Account), net		49,151			(117,178	)		(204,635	)		(877,585	)
Withdrawals, surrenders, annuitizations and contract charges		(1,297,259	)		(1,417,731	)		(7,459,793	)		(7,656,704	)
Net accumulation activity		(1,185,643	)		(1,450,627	)		(7,106,338	)		(7,787,985	)
Annuitization Activity:
Annuitizations		—			—			226,587			—
Annuity payments and contract charges		—			—			(231,695	)		(98,413	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			(26,036	)		(61,358	)
Net annuitization activity		—			—			(31,144	)		(159,771	)
Net increase (decrease) from contract owner transactions		(1,185,643	)		(1,450,627	)		(7,137,482	)		(7,947,756	)
Total increase (decrease) in net assets		(1,355,016	)		(1,397,044	)		(9,214,793	)		(5,902,658	)
Net assets at beginning of year		8,587,086			9,984,130			63,972,507			69,875,165
Net assets at end of year	$	7,232,070		$	8,587,086		$	54,757,714		$	63,972,507

The accompanying notes are an integral part of these financial statements.

- 92 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	M92 Sub-Account						M96 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	26,849,977		$	8,855,654		$	1,427,712		$	1,222,860
Net realized gains (losses)		26,102,176			20,786,292			(14,318	)		436,315
Net change in unrealized appreciation/(depreciation)		(83,544,211	)		(6,221,380	)		(2,398,424	)		2,436,950
Increase (decrease) in net assets from operations		(30,592,058	)		23,420,566			(985,030	)		4,096,125
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		2,539,819			3,382,159			1,800,030			2,568,083
Transfers between Sub-Accounts (including the Fixed Account), net		(10,651,010	)		(32,576,923	)		(1,162,638	)		(345,396	)
Withdrawals, surrenders, annuitizations and contract charges		(92,592,695	)		(71,546,750	)		(13,648,363	)		(17,265,403	)
Net accumulation activity		(100,703,886	)		(100,741,514	)		(13,010,971	)		(15,042,716	)
Annuitization Activity:
Annuitizations		—			29,746			(27,174	)		288,993
Annuity payments and contract charges		(8,642	)		(8,799	)		(174,046	)		(97,048	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(1,716	)		(953	)		(37,459	)		(29,486	)
Net annuitization activity		(10,358	)		19,994			(238,679	)		162,459
Net increase (decrease) from contract owner transactions		(100,714,244	)		(100,721,520	)		(13,249,650	)		(14,880,257	)
Total increase (decrease) in net assets		(131,306,302	)		(77,300,954	)		(14,234,680	)		(10,784,132	)
Net assets at beginning of year		855,730,233			933,031,187			116,290,449			127,074,581
Net assets at end of year	$	724,423,931		$	855,730,233		$	102,055,769		$	116,290,449

The accompanying notes are an integral part of these financial statements.

- 93 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	MD2 Sub-Account						MA6 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	2,092,781		$	1,543,791		$	3,832,690		$	3,180,571
Net realized gains (losses)		(1,761,590	)		(1,537,289	)		1,485,477			2,895,056
Net change in unrealized appreciation/(depreciation)		(3,733,219	)		8,811,085			(8,916,165	)		(4,739,490	)
Increase (decrease) in net assets from operations		(3,402,028	)		8,817,587			(3,597,998	)		1,336,137
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		2,260,897			3,176,682			897,148			1,185,997
Transfers between Sub-Accounts (including the Fixed Account), net		317,003			(7,579,058	)		(1,380,178	)		(2,239,856	)
Withdrawals, surrenders, annuitizations and contract charges		(36,387,186	)		(48,165,997	)		(9,846,143	)		(10,129,486	)
Net accumulation activity		(33,809,286	)		(52,568,373	)		(10,329,173	)		(11,183,345	)
Annuitization Activity:
Annuitizations		63,649			8,490			14,677			14,758
Annuity payments and contract charges		(52,550	)		(34,999	)		(43,201	)		(44,248	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(14,635	)		(5,385	)		(8,724	)		(29,100	)
Net annuitization activity		(3,536	)		(31,894	)		(37,248	)		(58,590	)
Net increase (decrease) from contract owner transactions		(33,812,822	)		(52,600,267	)		(10,366,421	)		(11,241,935	)
Total increase (decrease) in net assets		(37,214,850	)		(43,782,680	)		(13,964,419	)		(9,905,798	)
Net assets at beginning of year		271,002,756			314,785,436			75,760,388			85,666,186
Net assets at end of year	$	233,787,906		$	271,002,756		$	61,795,969		$	75,760,388

The accompanying notes are an integral part of these financial statements.

- 94 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	MA3 Sub-Account						M97 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	3,174,338		$	2,616,726		$	42,426		$	(276,115	)
Net realized gains (losses)		609,412			3,545,513			1,685,679			1,523,157
Net change in unrealized appreciation/(depreciation)		(7,311,162	)		(5,207,373	)		(2,026,355	)		(4,304,074	)
Increase (decrease) in net assets from operations		(3,527,412	)		954,866			(298,250	)		(3,057,032	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		551,382			1,148,742			494,477			781,484
Transfers between Sub-Accounts (including the Fixed Account), net		1,232,299			(2,485,266	)		(498,971	)		(176,462	)
Withdrawals, surrenders, annuitizations and contract charges		(11,736,522	)		(15,660,099	)		(4,669,946	)		(6,013,012	)
Net accumulation activity		(9,952,841	)		(16,996,623	)		(4,674,440	)		(5,407,990	)
Annuitization Activity:
Annuitizations		16,255			2,889			—			8,756
Annuity payments and contract charges		(10,571	)		(8,605	)		(18,173	)		(15,333	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(7,731	)		(1,476	)		(927	)		(1,677	)
Net annuitization activity		(2,047	)		(7,192	)		(19,100	)		(8,254	)
Net increase (decrease) from contract owner transactions		(9,954,888	)		(17,003,815	)		(4,693,540	)		(5,416,244	)
Total increase (decrease) in net assets		(13,482,300	)		(16,048,949	)		(4,991,790	)		(8,473,276	)
Net assets at beginning of year		71,238,179			87,287,128			45,040,930			53,514,206
Net assets at end of year	$	57,755,879		$	71,238,179		$	40,049,140		$	45,040,930

The accompanying notes are an integral part of these financial statements.

- 95 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	MD5 Sub-Account						M98 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(68,545	)	$	(224,759	)	$	247,935		$	257,205
Net realized gains (losses)		1,190,913			1,947,275			1,909,709			1,130,656
Net change in unrealized appreciation/(depreciation)		(1,314,691	)		(3,213,889	)		287,924			(1,411,845	)
Increase (decrease) in net assets from operations		(192,323	)		(1,491,373	)		2,445,568			(23,984	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		153,093			80,413			647,761			595,680
Transfers between Sub-Accounts (including the Fixed Account), net		(416,070	)		437,797			1,248,808			(211,437	)
Withdrawals, surrenders, annuitizations and contract charges		(2,450,790	)		(3,101,471	)		(5,317,990	)		(4,668,415	)
Net accumulation activity		(2,713,767	)		(2,583,261	)		(3,421,421	)		(4,284,172	)
Annuitization Activity:
Annuitizations		—			—			—			(11,551	)
Annuity payments and contract charges		(2,842	)		(2,553	)		(37,388	)		(43,072	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		834			(66	)		13,404			(6,111	)
Net annuitization activity		(2,008	)		(2,619	)		(23,984	)		(60,734	)
Net increase (decrease) from contract owner transactions		(2,715,775	)		(2,585,880	)		(3,445,405	)		(4,344,906	)
Total increase (decrease) in net assets		(2,908,098	)		(4,077,253	)		(999,837	)		(4,368,890	)
Net assets at beginning of year		21,003,226			25,080,479			47,933,176			52,302,066
Net assets at end of year	$	18,095,128		$	21,003,226		$	46,933,339		$	47,933,176

The accompanying notes are an integral part of these financial statements.

- 96 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	M93 Sub-Account						MD6 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	19,919		$	40,343		$	(3,119,331	)	$	(3,072,137	)
Net realized gains (losses)		18,024,628			10,333,870			40,396,620			52,926,894
Net change in unrealized appreciation/(depreciation)		(11,764,704	)		(10,708,178	)		(42,035,753	)		(16,573,162	)
Increase (decrease) in net assets from operations		6,279,843			(333,965	)		(4,758,464	)		33,281,595
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		696,375			1,840,315			3,947,695			5,564,303
Transfers between Sub-Accounts (including the Fixed Account), net		(1,469,197	)		2,050,600			(4,967,683	)		(7,791,731	)
Withdrawals, surrenders, annuitizations and contract charges		(21,545,064	)		(27,398,432	)		(36,956,340	)		(42,475,735	)
Net accumulation activity		(22,317,886	)		(23,507,517	)		(37,976,328	)		(44,703,163	)
Annuitization Activity:
Annuitizations		—			—			(1,542	)		307,131
Annuity payments and contract charges		(256	)		(3,374	)		(358,408	)		(346,027	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(3,228	)		(38	)		75,804			(54,190	)
Net annuitization activity		(3,484	)		(3,412	)		(284,146	)		(93,086	)
Net increase (decrease) from contract owner transactions		(22,321,370	)		(23,510,929	)		(38,260,474	)		(44,796,249	)
Total increase (decrease) in net assets		(16,041,527	)		(23,844,894	)		(43,018,938	)		(11,514,654	)
Net assets at beginning of year		134,170,592			158,015,486			354,414,214			365,928,868
Net assets at end of year	$	118,129,065		$	134,170,592		$	311,395,276		$	354,414,214

The accompanying notes are an integral part of these financial statements.

- 97 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	MB3 Sub-Account						MD8 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(502,402	)	$	(619,243	)	$	(887,948	)	$	(1,019,604	)
Net realized gains (losses)		6,867,109			9,123,533			(2	)		—
Net change in unrealized appreciation/(depreciation)		(7,020,040	)		(4,622,768	)		(2	)		—
Increase (decrease) in net assets from operations		(655,333	)		3,881,522			(887,952	)		(1,019,604	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		370,072			493,874			2,078,993			6,088,534
Transfers between Sub-Accounts (including the Fixed Account), net		(535,567	)		(3,199,893	)		9,944,340			10,908,583
Withdrawals, surrenders, annuitizations and contract charges		(5,991,052	)		(6,667,384	)		(14,859,747	)		(24,239,541	)
Net accumulation activity		(6,156,547	)		(9,373,403	)		(2,836,414	)		(7,242,424	)
Annuitization Activity:
Annuitizations		74,460			16,667			22,730			59,006
Annuity payments and contract charges		(46,862	)		(8,406	)		(147,986	)		(133,956	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		6,763			(538	)		(53,800	)		(55,461	)
Net annuitization activity		34,361			7,723			(179,056	)		(130,411	)
Net increase (decrease) from contract owner transactions		(6,122,186	)		(9,365,680	)		(3,015,470	)		(7,372,835	)
Total increase (decrease) in net assets		(6,777,519	)		(5,484,158	)		(3,903,422	)		(8,392,439	)
Net assets at beginning of year		44,673,723			50,157,881			67,354,288			75,746,727
Net assets at end of year	$	37,896,204		$	44,673,723		$	63,450,866		$	67,354,288

The accompanying notes are an integral part of these financial statements.

- 98 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	MD9 Sub-Account						NWD Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015		December 31, 2014
Operations:
Net investment income (loss)	$	(2,972,144	)	$	(3,587,566	)	$	—	$	(574,723	)
Net realized gains (losses)		(3	)		—			—		20,645,341
Net change in unrealized appreciation/(depreciation)		(2	)		—			—		(26,631,018	)
Increase (decrease) in net assets from operations		(2,972,149	)		(3,587,566	)		—		(6,560,400	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		4,517,834			3,253,253			—		234,177
Transfers between Sub-Accounts (including the Fixed Account), net		69,068,095			68,626,519			—		(60,333,307	)
Withdrawals, surrenders, annuitizations and contract charges		(94,208,488	)		(105,370,257	)		—		(4,509,442	)
Net accumulation activity		(20,622,559	)		(33,490,485	)		—		(64,608,572	)
Annuitization Activity:
Annuitizations		206,514			13,237			—		—
Annuity payments and contract charges		(40,290	)		(79,750	)		—		(14,749	)
Transfers between Sub-Accounts, net		—			—			—		—
Adjustments to annuity reserves		(10,626	)		(2,062	)		—		80,859
Net annuitization activity		155,598			(68,575	)		—		66,110
Net increase (decrease) from contract owner transactions		(20,466,961	)		(33,559,060	)		—		(64,542,462	)
Total increase (decrease) in net assets		(23,439,110	)		(37,146,626	)		—		(71,102,862	)
Net assets at beginning of year		191,840,751			228,987,377			—		71,102,862
Net assets at end of year	$	168,401,641		$	191,840,751		$	—	$	—

The accompanying notes are an integral part of these financial statements.

- 99 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	MIA Sub-Account					ME2 Sub-Account
	December 31, 2015		December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	—	$	(549,695	)	$	136,597		$	119,505
Net realized gains (losses)		—		18,505,117			(649,896	)		(544,052	)
Net change in unrealized appreciation/(depreciation)		—		(23,489,894	)		(211,049	)		(2,197,135	)
Increase (decrease) in net assets from operations		—		(5,534,472	)		(724,348	)		(2,621,682	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		—		269,926			353,246			811,355
Transfers between Sub-Accounts (including the Fixed Account), net		—		(47,923,304	)		(540,552	)		(435,548	)
Withdrawals, surrenders, annuitizations and contract charges		—		(5,851,103	)		(3,454,299	)		(3,050,112	)
Net accumulation activity		—		(53,504,481	)		(3,641,605	)		(2,674,305	)
Annuitization Activity:
Annuitizations		—		4,137			—			29,513
Annuity payments and contract charges		—		(3,215	)		(9,545	)		(14,219	)
Transfers between Sub-Accounts, net		—		—			—			—
Adjustments to annuity reserves		—		6,514			(6,086	)		2,199
Net annuitization activity		—		7,436			(15,631	)		17,493
Net increase (decrease) from contract owner transactions		—		(53,497,045	)		(3,657,236	)		(2,656,812	)
Total increase (decrease) in net assets		—		(59,031,517	)		(4,381,584	)		(5,278,494	)
Net assets at beginning of year		—		59,031,517			29,016,513			34,295,007
Net assets at end of year	$	—	$	—		$	24,634,929		$	29,016,513

The accompanying notes are an integral part of these financial statements.

- 100 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	ME3 Sub-Account						MA5 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	23		$	(127,753	)	$	1,437,460		$	679,634
Net realized gains (losses)		5,923,083			7,655,517			377,324			974,257
Net change in unrealized appreciation/(depreciation)		(7,579,457	)		(14,031,938	)		(2,882,797	)		(968,911	)
Increase (decrease) in net assets from operations		(1,656,351	)		(6,504,174	)		(1,068,013	)		684,980
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		711,929			637,530			490,134			484,203
Transfers between Sub-Accounts (including the Fixed Account), net		826,437			4,062,753			(598,194	)		2,557,471
Withdrawals, surrenders, annuitizations and contract charges		(11,532,323	)		(13,282,286	)		(4,863,087	)		(4,092,266	)
Net accumulation activity		(9,993,957	)		(8,582,003	)		(4,971,147	)		(1,050,592	)
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		(2,375	)		(3,261	)		(80,542	)		(45,553	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		1,760			460			(24,783	)		(4,721	)
Net annuitization activity		(615	)		(2,801	)		(105,325	)		(50,274	)
Net increase (decrease) from contract owner transactions		(9,994,572	)		(8,584,804	)		(5,076,472	)		(1,100,866	)
Total increase (decrease) in net assets		(11,650,923	)		(15,088,978	)		(6,144,485	)		(415,886	)
Net assets at beginning of year		69,538,063			84,627,041			37,074,483			37,490,369
Net assets at end of year	$	57,887,140		$	69,538,063		$	30,929,998		$	37,074,483

The accompanying notes are an integral part of these financial statements.

- 101 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	MA7 Sub-Account						ME4 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	273,602		$	112,612		$	(224,393	)	$	(220,246	)
Net realized gains (losses)		8,999			146,175			2,106,819			1,766,473
Net change in unrealized appreciation/(depreciation)		(532,537	)		(152,345	)		(539,003	)		(211,952	)
Increase (decrease) in net assets from operations		(249,936	)		106,442			1,343,423			1,334,275
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		3,433			68,609			73,293			95,661
Transfers between Sub-Accounts (including the Fixed Account), net		135,865			970,863			(53,355	)		484,443
Withdrawals, surrenders, annuitizations and contract charges		(755,695	)		(1,267,500	)		(1,828,712	)		(1,256,846	)
Net accumulation activity		(616,397	)		(228,028	)		(1,808,774	)		(676,742	)
Annuitization Activity:
Annuitizations		—			5,874			—			—
Annuity payments and contract charges		(628	)		(658	)		(9,681	)		(8,629	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		60			(12	)		6,711			(1,802	)
Net annuitization activity		(568	)		5,204			(2,970	)		(10,431	)
Net increase (decrease) from contract owner transactions		(616,965	)		(222,824	)		(1,811,744	)		(687,173	)
Total increase (decrease) in net assets		(866,901	)		(116,382	)		(468,321	)		647,102
Net assets at beginning of year		7,109,480			7,225,862			16,061,741			15,414,639
Net assets at end of year	$	6,242,579		$	7,109,480		$	15,593,420		$	16,061,741

The accompanying notes are an integral part of these financial statements.

- 102 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	MA2 Sub-Account						UTS Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015		December 31, 2014
Operations:
Net investment income (loss)	$	(21,829	)	$	(22,706	)	$	—	$	7,775,303
Net realized gains (losses)		155,570			228,538			—		32,510,360
Net change in unrealized appreciation/(depreciation)		(38,422	)		(94,121	)		—		(24,594,533	)
Increase (decrease) in net assets from operations		95,319			111,711			—		15,691,130
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		2,006			144,251			—		1,875,417
Transfers between Sub-Accounts (including the Fixed Account), net		142,593			82,158			—		(163,141,852	)
Withdrawals, surrenders, annuitizations and contract charges		(211,875	)		(374,584	)		—		(13,568,483	)
Net accumulation activity		(67,276	)		(148,175	)		—		(174,834,918	)
Annuitization Activity:
Annuitizations		—			—			—		412,803
Annuity payments and contract charges		—			—			—		(135,483	)
Transfers between Sub-Accounts, net		—			—			—		—
Adjustments to annuity reserves		—			—			—		655,453
Net annuitization activity		—			—			—		932,773
Net increase (decrease) from contract owner transactions		(67,276	)		(148,175	)		—		(173,902,145	)
Total increase (decrease) in net assets		28,043			(36,464	)		—		(158,211,015	)
Net assets at beginning of year		1,452,311			1,488,775			—		158,211,015
Net assets at end of year	$	1,480,354		$	1,452,311		$	—	$	—

The accompanying notes are an integral part of these financial statements.

- 103 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	MFE Sub-Account					MVS Sub-Account
	December 31, 2015		December 31, 2014			December 31, 2015		December 31, 2014
Operations:
Net investment income (loss)	$	—	$	4,247,785		$	—	$	2,899,589
Net realized gains (losses)		—		22,387,577			—		18,432,714
Net change in unrealized appreciation/(depreciation)		—		(16,620,980	)		—		(19,365,977	)
Increase (decrease) in net assets from operations		—		10,014,382			—		1,966,326
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		—		517,990			—		2,147,086
Transfers between Sub-Accounts (including the Fixed Account), net		—		(106,160,442	)		—		(122,324,948	)
Withdrawals, surrenders, annuitizations and contract charges		—		(10,773,547	)		—		(9,241,772	)
Net accumulation activity		—		(116,415,999	)		—		(129,419,634	)
Annuitization Activity:
Annuitizations		—		—			—		289,106
Annuity payments and contract charges		—		—			—		(96,964	)
Transfers between Sub-Accounts, net		—		—			—		—
Adjustments to annuity reserves		—		—			—		219,797
Net annuitization activity		—		—			—		411,939
Net increase (decrease) from contract owner transactions		—		(116,415,999	)		—		(129,007,695	)
Total increase (decrease) in net assets		—		(106,401,617	)		—		(127,041,369	)
Net assets at beginning of year		—		106,401,617			—		127,041,369
Net assets at end of year	$	—	$	—		$	—	$	—

The accompanying notes are an integral part of these financial statements.

- 104 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	MV1 Sub-Account					MF3 Sub-Account
	December 31, 2015		December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	—	$	3,227,190		$	(1,185,892	)	$	(1,021,137	)
Net realized gains (losses)		—		47,790,754			23,569,341			37,256,699
Net change in unrealized appreciation/(depreciation)		—		(48,526,959	)		(27,066,043	)		(31,288,012	)
Increase (decrease) in net assets from operations		—		2,490,985			(4,682,594	)		4,947,550
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		—		1,439,806			389,287			1,167,452
Transfers between Sub-Accounts (including the Fixed Account), net		—		(177,900,208	)		(637,996	)		(3,433,737	)
Withdrawals, surrenders, annuitizations and contract charges		—		(16,797,145	)		(15,331,428	)		(18,355,917	)
Net accumulation activity		—		(193,257,547	)		(15,580,137	)		(20,622,202	)
Annuitization Activity:
Annuitizations		—		67,728			—			—
Annuity payments and contract charges		—		(5,297	)		(5,816	)		(4,232	)
Transfers between Sub-Accounts, net		—		—			—			—
Adjustments to annuity reserves		—		2,748			(4,965	)		(338	)
Net annuitization activity		—		65,179			(10,781	)		(4,570	)
Net increase (decrease) from contract owner transactions		—		(193,192,368	)		(15,590,918	)		(20,626,772	)
Total increase (decrease) in net assets		—		(190,701,383	)		(20,273,512	)		(15,679,222	)
Net assets at beginning of year		—		190,701,383			97,745,208			113,424,430
Net assets at end of year	$	—	$	—		$	77,471,696		$	97,745,208

The accompanying notes are an integral part of these financial statements.

- 105 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	MF5 Sub-Account						MF6 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	9,903,663		$	(774,402	)	$	61,452		$	11,662
Net realized gains (losses)		18,534,338			15,390,180			113,089			285,632
Net change in unrealized appreciation/(depreciation)		(42,093,432	)		7,164,790			(202,357	)		118,804
Increase (decrease) in net assets from operations		(13,655,431	)		21,780,568			(27,816	)		416,098
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		5,258,552			6,497,742			10,914			30,081
Transfers between Sub-Accounts (including the Fixed Account), net		(3,389,450	)		(20,761,663	)		17,968			(214,746	)
Withdrawals, surrenders, annuitizations and contract charges		(89,686,395	)		(93,269,406	)		(356,943	)		(617,113	)
Net accumulation activity		(87,817,293	)		(107,533,327	)		(328,061	)		(801,778	)
Annuitization Activity:
Annuitizations		—			44,960			—			3,487
Annuity payments and contract charges		(10,580	)		(10,817	)		(2,302	)		(2,340	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(1,113	)		(584	)		(3,953	)		(326	)
Net annuitization activity		(11,693	)		33,559			(6,255	)		821
Net increase (decrease) from contract owner transactions		(87,828,986	)		(107,499,768	)		(334,316	)		(800,957	)
Total increase (decrease) in net assets		(101,484,417	)		(85,719,200	)		(362,132	)		(384,859	)
Net assets at beginning of year		752,352,396			838,071,596			3,002,660			3,387,519
Net assets at end of year	$	650,867,979		$	752,352,396		$	2,640,528		$	3,002,660

The accompanying notes are an integral part of these financial statements.

- 106 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	MF7 Sub-Account						MF9 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	1,370,431		$	(3,245	)	$	12,013,967		$	(1,333,911	)
Net realized gains (losses)		5,882,068			17,239,500			30,624,105			25,138,167
Net change in unrealized appreciation/(depreciation)		(8,356,412	)		(4,434,478	)		(47,737,664	)		(6,317,363	)
Increase (decrease) in net assets from operations		(1,103,913	)		12,801,777			(5,099,592	)		17,486,893
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		779,768			1,005,638			4,159,962			2,123,341
Transfers between Sub-Accounts (including the Fixed Account), net		409,368			(9,788,023	)		2,420,487			(1,051,664	)
Withdrawals, surrenders, annuitizations and contract charges		(15,238,543	)		(17,709,305	)		(66,390,870	)		(95,774,784	)
Net accumulation activity		(14,049,407	)		(26,491,690	)		(59,810,421	)		(94,703,107	)
Annuitization Activity:
Annuitizations		2,413			—			—			39,739
Annuity payments and contract charges		(2,356	)		(6,325	)		—			(40,413	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		255			(227	)		(64	)		(67	)
Net annuitization activity		312			(6,552	)		(64	)		(741	)
Net increase (decrease) from contract owner transactions		(14,049,095	)		(26,498,242	)		(59,810,485	)		(94,703,848	)
Total increase (decrease) in net assets		(15,153,008	)		(13,696,465	)		(64,910,077	)		(77,216,955	)
Net assets at beginning of year		92,430,428			106,126,893			499,182,175			576,399,130
Net assets at end of year	$	77,277,420		$	92,430,428		$	434,272,098		$	499,182,175

The accompanying notes are an integral part of these financial statements.

- 107 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	MG1 Sub-Account						MF2 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(2,207,727	)	$	(2,209,883	)	$	(1,312,754	)	$	(1,955,745	)
Net realized gains (losses)		(4,321,981	)		(3,134,844	)		(694,071	)		2,943,029
Net change in unrealized appreciation/(depreciation)		(6,026,480	)		9,509,592			(2,062,510	)		(4,640,722	)
Increase (decrease) in net assets from operations		(12,556,188	)		4,164,865			(4,069,335	)		(3,653,438	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		890,265			954,527			3,939,475			5,803,691
Transfers between Sub-Accounts (including the Fixed Account), net		(2,648,222	)		(7,067,473	)		(5,932,053	)		11,858,791
Withdrawals, surrenders, annuitizations and contract charges		(23,268,596	)		(26,148,183	)		(62,552,657	)		(84,556,856	)
Net accumulation activity		(25,026,553	)		(32,261,129	)		(64,545,235	)		(66,894,374	)
Annuitization Activity:
Annuitizations		—			—			68,401			28,338
Annuity payments and contract charges		(1,904	)		(2,017	)		(13,334	)		(15,474	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(1,431	)		(352	)		(2,173	)		(287	)
Net annuitization activity		(3,335	)		(2,369	)		52,894			12,577
Net increase (decrease) from contract owner transactions		(25,029,888	)		(32,263,498	)		(64,492,341	)		(66,881,797	)
Total increase (decrease) in net assets		(37,586,076	)		(28,098,633	)		(68,561,676	)		(70,535,235	)
Net assets at beginning of year		201,849,715			229,948,348			373,635,108			444,170,343
Net assets at end of year	$	164,263,639		$	201,849,715		$	305,073,432		$	373,635,108

The accompanying notes are an integral part of these financial statements.

- 108 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	MG2 Sub-Account						MG3 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(1,080,350	)	$	(1,226,971	)	$	(322,181	)	$	(361,774	)
Net realized gains (losses)		(472,704	)		804,708			6,617,610			7,753,994
Net change in unrealized appreciation/(depreciation)		(781,825	)		(1,946,382	)		(7,663,559	)		(3,589,265	)
Increase (decrease) in net assets from operations		(2,334,879	)		(2,368,645	)		(1,368,130	)		3,802,955
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		948,015			1,477,090			437,658			405,504
Transfers between Sub-Accounts (including the Fixed Account), net		(8,292,912	)		7,618,953			(317,422	)		(2,189,084	)
Withdrawals, surrenders, annuitizations and contract charges		(27,472,479	)		(25,583,838	)		(6,875,101	)		(9,426,628	)
Net accumulation activity		(34,817,376	)		(16,487,795	)		(6,754,865	)		(11,210,208	)
Annuitization Activity:
Annuitizations		4,987			—			—			—
Annuity payments and contract charges		(2,178	)		(1,638	)		(27,964	)		(2,470	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(987	)		(242	)		(2,599	)		(319	)
Net annuitization activity		1,822			(1,880	)		(30,563	)		(2,789	)
Net increase (decrease) from contract owner transactions		(34,815,554	)		(16,489,675	)		(6,785,428	)		(11,212,997	)
Total increase (decrease) in net assets		(37,150,433	)		(18,858,320	)		(8,153,558	)		(7,410,042	)
Net assets at beginning of year		196,087,648			214,945,968			43,133,660			50,543,702
Net assets at end of year	$	158,937,215		$	196,087,648		$	34,980,102		$	43,133,660

The accompanying notes are an integral part of these financial statements.

- 109 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	MG4 Sub-Account						MG6 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(325,961	)	$	(324,036	)	$	38,795,546		$	(6,413,299	)
Net realized gains (losses)		5,839,265			4,801,863			74,743,081			64,896,559
Net change in unrealized appreciation/(depreciation)		(6,890,112	)		(1,476,683	)		(137,243,428	)		9,177,059
Increase (decrease) in net assets from operations		(1,376,808	)		3,001,144			(23,704,801	)		67,660,319
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		172,021			216,967			9,502,413			11,178,156
Transfers between Sub-Accounts (including the Fixed Account), net		1,985,667			2,567,927			(10,748,917	)		83,726,093
Withdrawals, surrenders, annuitizations and contract charges		(5,176,293	)		(5,537,037	)		(245,765,248	)		(237,720,543	)
Net accumulation activity		(3,018,605	)		(2,752,143	)		(247,011,752	)		(142,816,294	)
Annuitization Activity:
Annuitizations		—			—			—			786,591
Annuity payments and contract charges		—			—			(367,059	)		(388,884	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			(10,675	)		(44,187	)
Net annuitization activity		—			—			(377,734	)		353,520
Net increase (decrease) from contract owner transactions		(3,018,605	)		(2,752,143	)		(247,389,486	)		(142,462,774	)
Total increase (decrease) in net assets		(4,395,413	)		249,001			(271,094,287	)		(74,802,455	)
Net assets at beginning of year		36,217,594			35,968,593			1,971,564,429			2,046,366,884
Net assets at end of year	$	31,822,181		$	36,217,594		$	1,700,470,142		$	1,971,564,429

The accompanying notes are an integral part of these financial statements.

- 110 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	MG7 Sub-Account						V44 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(110,476	)	$	(130,902	)	$	(58,077	)	$	(56,356	)
Net realized gains (losses)		1,005,929			1,660,375			483,276			403,233
Net change in unrealized appreciation/(depreciation)		(1,207,048	)		(1,414,657	)		(126,838	)		(221,654	)
Increase (decrease) in net assets from operations		(311,595	)		114,816			298,361			125,223
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		30,854			30,268			1,918			1,877
Transfers between Sub-Accounts (including the Fixed Account), net		(95,705	)		(318,364	)		594,011			1,587,056
Withdrawals, surrenders, annuitizations and contract charges		(1,131,559	)		(1,001,451	)		(717,013	)		(438,910	)
Net accumulation activity		(1,196,410	)		(1,289,547	)		(121,084	)		1,150,023
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		—			—			—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			—			—
Net annuitization activity		—			—			—			—
Net increase (decrease) from contract owner transactions		(1,196,410	)		(1,289,547	)		(121,084	)		1,150,023
Total increase (decrease) in net assets		(1,508,005	)		(1,174,731	)		177,277			1,275,246
Net assets at beginning of year		9,081,918			10,256,649			3,398,500			2,123,254
Net assets at end of year	$	7,573,913		$	9,081,918		$	3,575,777		$	3,398,500

The accompanying notes are an integral part of these financial statements.

- 111 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	V43 Sub-Account						O19 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(144,664	)	$	(191,023	)	$	(398,881	)	$	(359,842	)
Net realized gains (losses)		1,580,928			1,928,127			7,085,622			3,939,825
Net change in unrealized appreciation/(depreciation)		(2,004,325	)		(1,813,733	)		(6,231,186	)		(651,907	)
Increase (decrease) in net assets from operations		(568,061	)		(76,629	)		455,555			2,928,076
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		35,231			78,869			144,168			124,596
Transfers between Sub-Accounts (including the Fixed Account), net		(121,580	)		91,225			(981,493	)		1,172,295
Withdrawals, surrenders, annuitizations and contract charges		(2,127,181	)		(2,162,277	)		(3,851,952	)		(3,711,794	)
Net accumulation activity		(2,213,530	)		(1,992,183	)		(4,689,277	)		(2,414,903	)
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		—			—			(4,468	)		(4,384	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			(4,529	)		(631	)
Net annuitization activity		—			—			(8,997	)		(5,015	)
Net increase (decrease) from contract owner transactions		(2,213,530	)		(1,992,183	)		(4,698,274	)		(2,419,918	)
Total increase (decrease) in net assets		(2,781,591	)		(2,068,812	)		(4,242,719	)		508,158
Net assets at beginning of year		10,179,165			12,247,977			24,702,393			24,194,235
Net assets at end of year	$	7,397,574		$	10,179,165		$	20,459,674		$	24,702,393

The accompanying notes are an integral part of these financial statements.

- 112 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	O23 Sub-Account						O20 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	44,911		$	13,254		$	(164,792	)	$	(241,914	)
Net realized gains (losses)		1,024,030			1,010,197			4,312,282			3,713,785
Net change in unrealized appreciation/(depreciation)		(1,178,863	)		(263,789	)		(3,447,541	)		(3,359,456	)
Increase (decrease) in net assets from operations		(109,922	)		759,662			699,949			112,415
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		264,286			21,560			124,348			130,464
Transfers between Sub-Accounts (including the Fixed Account), net		(237,785	)		100,480			36,947			887,284
Withdrawals, surrenders, annuitizations and contract charges		(2,213,900	)		(1,767,988	)		(4,843,164	)		(4,751,196	)
Net accumulation activity		(2,187,399	)		(1,645,948	)		(4,681,869	)		(3,733,448	)
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		—			—			—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			—			—
Net annuitization activity		—			—			—			—
Net increase (decrease) from contract owner transactions		(2,187,399	)		(1,645,948	)		(4,681,869	)		(3,733,448	)
Total increase (decrease) in net assets		(2,297,321	)		(886,286	)		(3,981,920	)		(3,621,033	)
Net assets at beginning of year		12,392,996			13,279,282			28,038,218			31,659,251
Net assets at end of year	$	10,095,675		$	12,392,996		$	24,056,298		$	28,038,218

The accompanying notes are an integral part of these financial statements.

- 113 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	O21 Sub-Account						O04 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(2,766,963	)	$	(3,586,648	)	$	(79,995	)	$	(91,414	)
Net realized gains (losses)		74,440,155			43,460,777			1,721,057			2,275,698
Net change in unrealized appreciation/(depreciation)		(68,038,778	)		(14,645,331	)		(2,167,949	)		(1,456,218	)
Increase (decrease) in net assets from operations		3,634,414			25,228,798			(526,887	)		728,066
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		3,417,519			3,947,991			43,165			150,344
Transfers between Sub-Accounts (including the Fixed Account), net		(13,149,797	)		(24,647,322	)		75,148			(213,373	)
Withdrawals, surrenders, annuitizations and contract charges		(47,326,429	)		(63,168,552	)		(1,162,757	)		(1,608,744	)
Net accumulation activity		(57,058,707	)		(83,867,883	)		(1,044,444	)		(1,671,773	)
Annuitization Activity:
Annuitizations		41,239			22,281			—			—
Annuity payments and contract charges		(17,970	)		(17,741	)		—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		12,759			(1,241	)		—			—
Net annuitization activity		36,028			3,299			—			—
Net increase (decrease) from contract owner transactions		(57,022,679	)		(83,864,584	)		(1,044,444	)		(1,671,773	)
Total increase (decrease) in net assets		(53,388,265	)		(58,635,786	)		(1,571,331	)		(943,707	)
Net assets at beginning of year		283,142,011			341,777,797			7,829,293			8,773,000
Net assets at end of year	$	229,753,746		$	283,142,011		$	6,257,962		$	7,829,293

The accompanying notes are an integral part of these financial statements.

- 114 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	PH2 Sub-Account						P08 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	8,492		$	(4,290	)	$	348,534		$	1,068,961
Net realized gains (losses)		22,503			14,356			(1,153,012	)		(391,425	)
Net change in unrealized appreciation/(depreciation)		(50,659	)		(5,991	)		(1,592,799	)		(938,965	)
Increase (decrease) in net assets from operations		(19,664	)		4,075			(2,397,277	)		(261,429	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		38			1			30,897			191,410
Transfers between Sub-Accounts (including the Fixed Account), net		44,396			186,743			(3,034,907	)		495,434
Withdrawals, surrenders, annuitizations and contract charges		(25,537	)		(27,682	)		(3,346,827	)		(6,053,664	)
Net accumulation activity		18,897			159,062			(6,350,837	)		(5,366,820	)
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		—			—			—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			—			—
Net annuitization activity		—			—			—			—
Net increase (decrease) from contract owner transactions		18,897			159,062			(6,350,837	)		(5,366,820	)
Total increase (decrease) in net assets		(767	)		163,137			(8,748,114	)		(5,628,249	)
Net assets at beginning of year		200,985			37,848			28,444,593			34,072,842
Net assets at end of year	$	200,218		$	200,985		$	19,696,479		$	28,444,593

The accompanying notes are an integral part of these financial statements.

- 115 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	PC0 Sub-Account						P70 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	323,220		$	850,833		$	11,874		$	(7,383	)
Net realized gains (losses)		(530,212	)		67,619			(48,728	)		(65,190	)
Net change in unrealized appreciation/(depreciation)		(2,044,781	)		(1,221,458	)		(103,529	)		(37,409	)
Increase (decrease) in net assets from operations		(2,251,773	)		(303,006	)		(140,383	)		(109,982	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		240,545			78,349			8			—
Transfers between Sub-Accounts (including the Fixed Account), net		610,412			1,133,240			128,025			(131,208	)
Withdrawals, surrenders, annuitizations and contract charges		(3,546,069	)		(1,243,770	)		(32,402	)		(45,255	)
Net accumulation activity		(2,695,112	)		(32,181	)		95,631			(176,463	)
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		—			—			—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			—			—
Net annuitization activity		—			—			—			—
Net increase (decrease) from contract owner transactions		(2,695,112	)		(32,181	)		95,631			(176,463	)
Total increase (decrease) in net assets		(4,946,885	)		(335,187	)		(44,752	)		(286,445	)
Net assets at beginning of year		23,698,600			24,033,787			491,255			777,700
Net assets at end of year	$	18,751,715		$	23,698,600		$	446,503		$	491,255

The accompanying notes are an integral part of these financial statements.

- 116 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	P10 Sub-Account						PK8 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	1,195,439		$	(695,312	)	$	547,690		$	685,027
Net realized gains (losses)		(8,940,390	)		(5,652,909	)		(401,057	)		269,735
Net change in unrealized appreciation/(depreciation)		(4,357,467	)		(3,744,104	)		(661,514	)		(839,855	)
Increase (decrease) in net assets from operations		(12,102,418	)		(10,092,325	)		(514,881	)		114,907
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		182,411			304,088			81,782			253,234
Transfers between Sub-Accounts (including the Fixed Account), net		9,969,634			5,531,736			(1,683,331	)		(1,087,727	)
Withdrawals, surrenders, annuitizations and contract charges		(7,147,569	)		(7,173,249	)		(2,315,596	)		(3,078,547	)
Net accumulation activity		3,004,476			(1,337,425	)		(3,917,145	)		(3,913,040	)
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		(162	)		(227	)		(1,349	)		(1,449	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(489	)		(18	)		(1,551	)		(418	)
Net annuitization activity		(651	)		(245	)		(2,900	)		(1,867	)
Net increase (decrease) from contract owner transactions		3,003,825			(1,337,670	)		(3,920,045	)		(3,914,907	)
Total increase (decrease) in net assets		(9,098,593	)		(11,429,995	)		(4,434,926	)		(3,800,000	)
Net assets at beginning of year		45,945,802			57,375,797			17,205,673			21,005,673
Net assets at end of year	$	36,847,209		$	45,945,802		$	12,770,747		$	17,205,673

The accompanying notes are an integral part of these financial statements.

- 117 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	P20 Sub-Account						PD6 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	14,357		$	15,598		$	(159,781	)	$	5,103,512
Net realized gains (losses)		(3,320	)		4,599			(5,794,434	)		(15,411,646	)
Net change in unrealized appreciation/(depreciation)		(25,137	)		(19,864	)		(2,040,174	)		30,917,475
Increase (decrease) in net assets from operations		(14,100	)		333			(7,994,389	)		20,609,341
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		—			4,350			2,698,224			3,059,989
Transfers between Sub-Accounts (including the Fixed Account), net		(9,144	)		(91,208	)		(17,569,335	)		(113,488,416	)
Withdrawals, surrenders, annuitizations and contract charges		(38,128	)		(28,756	)		(65,280,887	)		(67,226,677	)
Net accumulation activity		(47,272	)		(115,614	)		(80,151,998	)		(177,655,104	)
Annuitization Activity:
Annuitizations		—			—			—			28,503
Annuity payments and contract charges		—			—			(12,102	)		(11,451	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			36,035			(1,188	)
Net annuitization activity		—			—			23,933			15,864
Net increase (decrease) from contract owner transactions		(47,272	)		(115,614	)		(80,128,065	)		(177,639,240	)
Total increase (decrease) in net assets		(61,372	)		(115,281	)		(88,122,454	)		(157,029,899	)
Net assets at beginning of year		422,707			537,988			637,259,828			794,289,727
Net assets at end of year	$	361,335		$	422,707		$	549,137,374		$	637,259,828

The accompanying notes are an integral part of these financial statements.

- 118 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	P06 Sub-Account						P07 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	1,221,318		$	(198,654	)	$	7,092,906		$	1,270,535
Net realized gains (losses)		(318,501	)		778,670			2,287,571			2,118,996
Net change in unrealized appreciation/(depreciation)		(3,398,888	)		770,012			(11,946,087	)		3,915,623
Increase (decrease) in net assets from operations		(2,496,071	)		1,350,028			(2,565,610	)		7,305,154
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		364,983			716,439			1,511,270			3,305,525
Transfers between Sub-Accounts (including the Fixed Account), net		(757,082	)		(2,071,307	)		(6,275,850	)		(6,513,168	)
Withdrawals, surrenders, annuitizations and contract charges		(12,231,797	)		(12,808,154	)		(44,487,676	)		(50,303,369	)
Net accumulation activity		(12,623,896	)		(14,163,022	)		(49,252,256	)		(53,511,012	)
Annuitization Activity:
Annuitizations		58,286			—			19,828			10,906
Annuity payments and contract charges		(31,255	)		—			(77,075	)		(29,091	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(4,320	)		—			(10,082	)		(2,381	)
Net annuitization activity		22,711			—			(67,329	)		(20,566	)
Net increase (decrease) from contract owner transactions		(12,601,185	)		(14,163,022	)		(49,319,585	)		(53,531,578	)
Total increase (decrease) in net assets		(15,097,256	)		(12,812,994	)		(51,885,195	)		(46,226,424	)
Net assets at beginning of year		66,613,350			79,426,344			256,208,609			302,435,033
Net assets at end of year	$	51,516,094		$	66,613,350		$	204,323,414		$	256,208,609

The accompanying notes are an integral part of these financial statements.

- 119 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	PI3 Sub-Account						P72 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(351,597	)	$	(357,889	)	$	(11,660	)	$	(12,888	)
Net realized gains (losses)		759,016			522,275			896,824			896,047
Net change in unrealized appreciation/(depreciation)		(894,578	)		324,062			(1,667,780	)		548,747
Increase (decrease) in net assets from operations		(487,159	)		488,448			(782,616	)		1,431,906
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		208,673			93,403			43,299			51,793
Transfers between Sub-Accounts (including the Fixed Account), net		3,660,207			4,519,573			3,191,379			5,809,829
Withdrawals, surrenders, annuitizations and contract charges		(2,728,500	)		(3,225,680	)		(2,530,125	)		(1,788,260	)
Net accumulation activity		1,140,380			1,387,296			704,553			4,073,362
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		—			—			—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			—			—
Net annuitization activity		—			—			—			—
Net increase (decrease) from contract owner transactions		1,140,380			1,387,296			704,553			4,073,362
Total increase (decrease) in net assets		653,221			1,875,744			(78,063	)		5,505,268
Net assets at beginning of year		22,002,171			20,126,427			15,909,266			10,403,998
Net assets at end of year	$	22,655,392		$	22,002,171		$	15,831,203		$	15,909,266

The accompanying notes are an integral part of these financial statements.

- 120 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	W41 Sub-Account						W42 Sub-Account
	December 31, 2015			December 31, 2014			December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(5,932	)	$	(7,781	)	$	(1,500	)	$	(1,503	)
Net realized gains (losses)		150,461			121,772			13,320			10,071
Net change in unrealized appreciation/(depreciation)		(148,430	)		(108,196	)		(13,554	)		(6,358	)
Increase (decrease) in net assets from operations		(3,901	)		5,795			(1,734	)		2,210
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		5,203			86			—			—
Transfers between Sub-Accounts (including the Fixed Account), net		(21,833	)		(1,805	)		(1,861	)		1,299
Withdrawals, surrenders, annuitizations and contract charges		(104,985	)		(85,889	)		(423	)		(5,366	)
Net accumulation activity		(121,615	)		(87,608	)		(2,284	)		(4,067	)
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		—			—			—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			—			—
Net annuitization activity		—			—			—			—
Net increase (decrease) from contract owner transactions		(121,615	)		(87,608	)		(2,284	)		(4,067	)
Total increase (decrease) in net assets		(125,516	)		(81,813	)		(4,018	)		(1,857	)
Net assets at beginning of year		444,753			526,566			79,117			80,974
Net assets at end of year	$	319,237		$	444,753		$	75,099		$	79,117

The accompanying notes are an integral part of these financial statements.

- 121 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS-ENDED DECEMBER 31, 2015 AND 2014

	W46 Sub-Account
	December 31, 2015			December 31, 2014
Operations:
Net investment income (loss)	$	(125,434	)	$	(83,893	)
Net realized gains (losses)		(71,847	)		(212,641	)
Net change in unrealized appreciation/(depreciation)		(456,488	)		1,766,754
Increase (decrease) in net assets from operations		(653,769	)		1,470,220
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		134,790			161,949
Transfers between Sub-Accounts (including the Fixed Account), net		4,458,470			9,211,293
Withdrawals, surrenders, annuitizations and contract charges		(4,355,086	)		(4,126,645	)
Net accumulation activity		238,174			5,246,597
Annuitization Activity:
Annuitizations		—			—
Annuity payments and contract charges		—			—
Transfers between Sub-Accounts, net		—			—
Adjustments to annuity reserves		—			—
Net annuitization activity		—			—
Net increase (decrease) from contract owner transactions		238,174			5,246,597
Total increase (decrease) in net assets		(415,595	)		6,716,817
Net assets at beginning of year		41,913,262			35,196,445
Net assets at end of year	$	41,497,667		$	41,913,262

²  Columbia Variable Portfolio - Loomis Sayles Growth Fund II Class 1 Sub-Account (C63) had zero balance at December 31, 2015 and therefore does not appear on the statement of Assets and Liabilities.

The accompanying notes are an integral part of these financial statements.

- 122 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2015

1. BUSINESS AND ORGANIZATION

Delaware Life Variable Account F (the “Variable Account”) is a separate account of Delaware Life Insurance Company (the “Sponsor”). The Variable Account was established on July 13, 1989 as a funding vehicle for the variable portion of Regatta contracts, Regatta Access contracts, Regatta Choice contracts, Regatta Choice II contracts, Regatta Classic contracts, Regatta Extra contracts, Regatta Flex II contracts, Regatta Flex 4 contracts, Regatta Gold contracts, Regatta Platinum contracts, Masters Access contracts, Masters Choice contracts, Masters Choice II contracts, Masters Extra contracts, Masters Extra II contracts, Masters Flex contracts, Masters Flex II contracts, Masters I Share contracts, Masters IV contracts, Masters VII contracts (collectively the “Contracts”), and certain other fixed and variable annuity contracts issued by the Sponsor. The Variable Account is registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, as a unit investment trust existing in accordance with the regulations of the Delaware Insurance Department.

The assets of the Variable Account are divided into “Sub-Accounts”. Each Sub-Account is invested in shares of a specific mutual fund (collectively the “Funds”), or series thereof, registered under the Investment Company Act of 1940, as amended. The contract owners of the Variable Account direct the deposits into the Sub-Accounts of the Variable Account.

Under applicable insurance law, the assets and liabilities of the Variable Account are clearly identified and distinguished from the Sponsor’s other assets and liabilities. Assets applicable to the Variable Account are not chargeable with liabilities arising out of any other business the Sponsor may conduct.

A summary of the name changes related to Sub-Accounts held by the contract owners of the Variable Account during the current year, is as follows:

Sub-Account	Previous Name	Effective Date
AL1	AllianceBernstein VPS Balanced Wealth Strategy Portfolio (Class B)	May 1, 2015
A05	AllianceBernstein VPS Dynamic Asset Allocation Portfolio Class B	May 1, 2015
AM2	AllianceBernstein VPS International Growth Portfolio (Class B)	May 1, 2015
A98	AllianceBernstein VPS International Value Portfolio (Class B)	May 1, 2015
A74	AllianceBernstein VPS Small/Mid Cap Value Portfolio (Class B)	May 1, 2015
C61	Columbia Variable Portfolio - Marsico 21st Century Fund Class 1	November 20, 2015
C62	Columbia Variable Portfolio - Marsico 21st Century Fund Class 2	November 20, 2015
C64	Columbia Variable Portfolio - Marsico Growth Fund Class 2	November 20, 2015
C65	Columbia Variable Portfolio - Marsico International Opportunities Fund Class 2	May 1, 2015
M89	MFS VIT I Research Bond Series Service Class	April 30, 2015
MC0	MFS VIT II Bond Portfolio I Class	April 30, 2015
MA0	MFS VIT II Bond Portfolio S Class	April 30, 2015
O23	Oppenheimer Capital Income Fund/VA (Service Shares)	April 30, 2015
PH2	PIMCO Equity Series Pathfinder Portfolio Advisor Class	July 13, 2015
W46	Wells Fargo Advantage VT Total Return Bond Fund Class 2	December 15, 2015

- 123 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

1. BUSINESS AND ORGANIZATION (CONTINUED)

The following Sub-Account was liquidated and merged with an existing Sub-Accounts during the current year:

Closed Sub-Account	New Sub-Account	Effective Date
H27	MD9	March 6, 2015

The commencement date related to Sub-Accounts held by the contract owners of the Variable Account (if commenced within the past five years) is as follows:

Sub-Account	Effective Date
M44, M40, M08, M42	August 11, 2014
M07, M35	August 16, 2013
M82, M83, M08, M42	December 10, 2012
M31, M80, MF1, M41	August, 20, 2012
J94, M89, PC0, PH2, PI3, P72, A74, V44, T59, J88, FF0, AC1, FJ0, FJ9, FG8, P70, P20	October 31, 2011
A05, W46	May 2, 2011

A summary of Sub-Accounts held by the contract owners of the Variable Account, with commencement dates earlier than the past five years, but for which the first activity occurred within the last five years, is as follows:

Sub-Account	Year of First Activity
FFS	2014

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires the Sponsor’s management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.

Investment Valuation and Transactions

Investments made in mutual funds are carried at fair value and are valued at their closing net asset value as determined by the respective mutual fund, which in turn value their investments at fair value, as of December 31, 2015. Transactions are recorded on a trade date basis. Realized gains and losses on sales of investments are determined on the first in, first out basis. Dividend income and realized gain distributions are reinvested in additional fund shares and recognized on the ex-dividend date.

Units

The number of units credited is determined by dividing the dollar amount allocated to a Sub-Account by the unit value for that Sub-Account for the period during which the purchase payment was received. The unit value for each Sub-Account is established at $10.00 for the first period of that Sub-Account and is subsequently measured based on the performance of the investments and the contract charges selected by the contract holder, as discussed in Note 5.

The number of units related to contracts in the annuitization phase were not included in the unit balance reported in the Statements of Assets and Liabilities, and financial highlights note of the Variable Account’s financial statements in previous years. 1,204,193 units which represent the annuity units at October 1, 2015 were added to the 2015 unit balance in the current year financial statements. The change in annuity units after October 1, 2015 is reflected in units issued and redeemed. The additional units by Sub-Accounts are reported in Note 8.

Purchase Payments

Upon issuance of new Contracts, the initial purchase payment is credited to the contract in the form of units. All subsequent purchase payments are applied using the unit values for the period during which the purchase payment is received.

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DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Transfers

Transfers between Sub-Accounts requested by contract owners are recorded in the new Sub-Account upon receipt of the redemption proceeds at the net asset value at the time of receipt. In addition, transfers can be made between the Sub-Accounts and the “Fixed Account”. The Fixed Account is part of the general account of the Sponsor in which purchase payments or contract values may be allocated or transferred.

Withdrawals

At any time during the accumulation phase (the period before the first annuity payment), the contract owner may elect to receive a cash withdrawal payment under the contract. If the contract owner requests a full withdrawal, the contract owner will receive the value of their account at the end of period, less the contract maintenance charge for the current contract year and any applicable withdrawal charge.

If the contract owner requests a partial withdrawal, the contract owner will receive the amount requested less any applicable withdrawal charge and the account value will be reduced by the amount requested. Any requests for partial withdrawals that would result in the value of the contract owner’s account being reduced to an amount less than the contract maintenance charge for the current contract year is treated as a request for a full withdrawal.

Annuitization

On the annuity commencement date, the contract’s accumulation account is canceled and its adjusted value is applied to provide an annuity. The adjusted value will be equal to the value of the accumulation account for the period that ends immediately before the annuity commencement date, reduced by any applicable premium taxes or similar taxes and a proportionate amount of the contract maintenance charge.

Annuity Payments

The amount of the first variable annuity payment is determined in accordance with the annuity payment rates found in the contract. The number of units to be credited in respect of a particular Sub-Account is determined by dividing that portion of the first variable annuity payment attributable to that Sub-Account by the annuity unit value of that Sub-Account for the period that ends immediately before the annuity commencement date. The number of units of each Sub-Account credited to the contract then remains fixed, unless an exchange of units is made. The dollar amount of each variable annuity payment after the first may increase, decrease or remain constant, depending on the investment performance of the Sub-Accounts.

Federal Income Taxes

The operations of the Variable Account are part of the operations of the Sponsor and are not taxed separately. The Sponsor qualifies for the federal income tax treatment granted to life insurance companies under Subchapter L of the Internal Revenue Code (the “Code”). Under existing federal income tax law, investment income and realized gain distributions earned by the Variable Account on contract owner reserves are not taxable, and therefore, no provision has been made for federal income taxes. In the event of a change in applicable tax law, the Sponsor will review this policy and if necessary a provision may be made in future years.

Accounting for Uncertain Tax Provisions

The 2003 through 2015 tax years generally remain subject to examination by U.S. federal and most state tax authorities. Although the Sponsor remains jointly and severally liable for consolidated tax liabilities, the Sponsor is held harmless by its former parent in accordance with a stock purchase agreement executed on August 2, 2013 with the effective date of August 1, 2013. The Sponsor believes that the possibility of a tax liability for the tax years prior to August 1, 2013 is remote. Additionally, management evaluates whether or not there are uncertain tax positions that require financial statement recognition and has determined that no reserves for uncertain tax positions are required as of December 31, 2015.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the period. The most significant estimates are fair value measurements of investments and the calculation of the reserve for variable annuities. Actual results could vary from the amounts derived from management’s estimates.

Subsequent events

Management has evaluated events subsequent to December 31, 2015 noting there are no subsequent events requiring accounting adjustments or disclosure.

- 125 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

New and Adopted Accounting Pronouncements

In June 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-08, “Financial Services — Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements,” which amends the criteria an entity would need to meet to qualify as an investment company under Accounting Standards Codification (“ASC”) 946. The amendments clarify the characteristics of an investment company and provide comprehensive guidance for assessing whether an entity is an investment company. ASU 2013-08 also requires entities to disclose their status as an investment company and investment companies to measure noncontrolling ownership interests in other investment companies at fair value rather than using the equity method of accounting. The Variable Account adopted ASU 2013-08 on January 1, 2014. The Variable Account is characterized as an investment company under ASU 2013-08. The adoption did not have a significant impact on the Variable Account’s financial statements.

Accounting Pronouncements Not Yet Adopted

In May 2015, FASB issued ASU No. 2015-07, “Fair Value Measurement (Topic 820)- Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent),” which is in connection with amendments to reporting entities that elect to measure the fair value of an investment. The amendments in this update remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, the amendments in this update are effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The Variable Account will adopt ASU 2015-07 and expects it to only result in changes to the notes of the financial statements.

In August 2014, FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” which is in connection with preparing financial statements for each annual and interim reporting period. An entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). The amendments in ASU 2014-15 are effective for an entity’s annual reporting period in fiscal years that end after December 15, 2016. Earlier application is prohibited. The Variable Account will adopt ASU 2014-15 and does not expect its requirements to have a significant impact on the Variable Account’s financial statements.

3. FAIR VALUE MEASUREMENTS

The Sub-Accounts’ investments are carried at fair value. Fair value is an exit price, representing the amount that would be received from a sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, Topic 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value (i.e., Level 1, 2 and 3). Level 1 inputs are observable inputs that reflect quoted prices for identical assets or liabilities in active markets that the Variable Account has the ability to access at the measurement date. Level 2 inputs are observable inputs, other than quoted prices included in Level 1, for the asset or liability or prices for similar assets and liabilities. Level 3 inputs are unobservable inputs reflecting the reporting entity’s estimates of the assumptions that market participants would use in pricing the asset or liability. Topic 820 requires that a fair value measurement technique include an adjustment for risks inherent in a particular valuation technique (such as a pricing model) and/or the risks inherent in the inputs to the model, if market participants would also include such an adjustment.

The Variable Account has categorized its financial instruments, based on the priority of the inputs to the valuation technique, into the three level hierarchy described above. If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument.

- 126 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

3. FAIR VALUE MEASUREMENTS (CONTINUED)

The Variable Account uses the Funds’ closing net asset value to determine the fair value of its Sub-Accounts. As of December 31, 2015, the $13,165 million net assets held in the Variable Account was categorized as Level 1 assets under the Topic 820 hierarchy levels. There were no Level 2 or 3 investments in the Variable Account during the year ended December 31, 2015. There were no transfers between levels during the period.

4. RELATED PARTY TRANSACTIONS

The Sponsor provides administrative services necessary for the operation of the Variable Account. The Sponsor absorbs all organizational expenses including the fees of registering the Variable Account and its contracts for distribution under federal and state securities laws.

5. CONTRACT CHARGES

Mortality and expense risk charges

Charges for mortality and expense risks, the optional death benefit riders and optional living benefit riders are based on the average daily Variable Account assets and are deducted from the Variable Account at the end of each valuation period to cover the risks assumed by the Sponsor. These charges are reflected in the Statement of Operations.

The deductions are calculated at different levels based upon the elections made by the contract holder and are transferred periodically to the Sponsor. At December 31, 2015, the deduction is at an effective annual rate as follows:

	Level 1			Level 2			Level 3			Level 4			Level 5			Level 6			Level 7			Level 8			Level 9
Regatta		1.40	%		—			—			—			—			—			—			—			—
Regatta Gold		1.25	%		—			—			—			—			—			—			—			—
Regatta Classic		1.00	%		—			—			—			—			—			—			—			—
Regatta Platinum		1.25	%		—			—			—			—			—			—			—			—
Regatta Extra		1.30	%		1.45	%		1.55	%		1.70	%		—			—			—			—			—
Regatta Choice		0.85	%		1.00	%		1.10	%		1.15	%		1.25	%		1.40	%		—			—			—
Regatta Access		1.00	%		1.15	%		1.25	%		1.40	%		1.50	%		1.65	%		—			—			—
Regatta Flex 4		0.95	%		1.10	%		1.20	%		1.35	%		1.45	%		1.60	%		—			—			—
Regatta Flex II		1.30	%		1.50	%		1.55	%		1.70	%		1.75	%		1.90	%		1.95	%		2.15	%		—
Regatta Choice II		1.05	%		1.25	%		1.30	%		1.45	%		1.50	%		1.65	%		1.70	%		—			—
Masters Extra		1.40	%		1.60	%		1.65	%		1.80	%		1.85	%		2.00	%		2.05	%		2.25	%		—
Masters Choice		1.05	%		1.25	%		1.30	%		1.45	%		1.50	%		1.65	%		1.70	%		1.90	%		—
Masters Access		1.35	%		1.55	%		1.60	%		1.75	%		1.80	%		1.95	%		—			—			—
Masters Flex		1.30	%		1.50	%		1.55	%		1.70	%		1.75	%		1.90	%		1.95	%		2.15	%		—
Masters IV		1.25	%		1.30	%		1.35	%		1.45	%		1.50	%		1.55	%		1.60	%		1.65	%		1.75	%
Masters VII		1.00	%		1.05	%		1.20	%		1.25	%		1.30	%		1.35	%		1.40	%		1.50	%		—
Masters Extra II		1.40	%		1.80	%		—			—			—			—			—			—			—
Masters Choice II		1.05	%		1.30	%		1.45	%		—			—			—			—			—			—
Masters Flex II		1.30	%		1.70	%		—			—			—			—			—			—			—
Masters I Share		0.50	%		—			—			—			—			—			—			—			—

Distribution and administrative expense charges

For assuming the risk that surrender charges may be insufficient to compensate the Sponsor for the costs of distributing the Contracts, the Sponsor makes a deduction from the Sub-Account at the end of each valuation period for the first seven account years at an effective annual rate of 0.15% of the average daily value of the contract invested in the Sub-Account attributable to Regatta, Masters VII, Masters Extra, Masters Extra II, Masters Choice and Masters Choice II, and at an effective annual rate of 0.20% of the average daily value of the contract invested in the Sub-Account attributable to Masters IV, Masters Access, Masters Flex and Masters Flex II. There are no distribution charges associated with the other contracts listed in Note 1.

- 127 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

5. CONTRACT CHARGES (CONTINUED)

Distribution and administrative expense charges (Continued)

Additionally, for Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Masters Extra, Masters Choice, Masters Access, Masters Flex, Masters IV, Masters VII, Masters Extra II, Masters Flex II, Masters I Share, and Masters Choice II contracts, an administrative expense charge is deducted from the assets of the Variable Account at an annual effective rate equal to 0.15% of the average daily Variable Account value. This charge is designed to reimburse the Sponsor for expenses incurred in administering the Contracts, the accounts and the Variable Account that are not covered by the annual account administration fee (“Account Fee”). Distribution and administrative expense charges are reflected in the Statement of Operations.

Administration charges (“Account Fee”)

Each year on the account anniversary date, an Account Fee equal to the lesser of $30 or 2% of the participant’s account value in the case of Regatta Gold and Regatta Platinum, $35 in the case of Regatta Extra contracts, and $50 in the case of Regatta Choice, Regatta Classic, Regatta Access, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Masters Extra, Masters Choice, Masters Access, Masters Flex, Masters IV, Masters VII, Masters Extra II, Masters Flex II, Masters I Share, and Masters Choice II contracts (after account year 5, the Account Fee for Regatta Gold, Regatta Platinum, Regatta Extra, and Regatta Choice contracts, may be changed annually, but it may not exceed the lesser of $50 or 2% of the participant’s account value) is deducted from the participant’s account to reimburse the Sponsor for certain administrative expenses. The Account Fee related to contracts in the accumulation phase is reflected in the Statement of Changes in Net Assets as part of “Withdrawals, surrenders, annuitizations, and contract charges” line item. After the annuity commencement date, the Account Fee will be deducted pro rata from each variable annuity payment made during the year and reflected under the line item “annuity payments and contract charges” in the Statement of Changes in Net Assets.

Surrender charges

The Sponsor does not deduct a sales charge from the purchase payments. However, a surrender charge (contingent deferred sales charge) of up to 6% of certain amounts withdrawn will be deducted to cover certain expenses relating to the sale of Regatta, Regatta Gold, Regatta Flex 4, and Regatta Platinum contracts; 8% for Regatta Extra, Regatta Choice II, Regatta Flex II, Masters Choice, Masters Choice II, Masters Flex, Masters Flex II, Masters Extra, Masters Extra II, Masters IV, and Masters VII; and for 7% for Regatta Choice if the contract holder requests a full withdrawal prior to reaching the pay-out phase. These charges are reflected in the “Withdrawals, surrenders, annuitizations and contract charges” line on the Statement of Changes in Net Assets.

Optional living benefit rider charges (“Benefit Fee”)

Benefit Fee is charged for optional living benefit riders elected by the contract holder. The benefit fee is deducted from the related account value as highlighted in the following table.

	Single Life Quarterly Charge			Joint Life Quarterly Charge			Single Life Annual Charge			Joint Life Annual Charge
Secured Returns		0.1000	%		N/A			0.40	%		N/A
Secured Returns 2		0.1250	%		N/A			0.50	%		N/A
Secured Returns for Life		0.1250	%		N/A			0.50	%		N/A
Secured Returns for Life Plus		0.1250	%		N/A			0.50	%		N/A
Income on Demand		0.1625	%		0.2125	%		0.65	%		0.85	%
Income on Demand II		0.1625	%		0.2125	%		0.65	%		0.85	%
Retirement Asset Protector		0.1875	%		N/A			0.75	%		N/A
Retirement Income Escalator		0.1875	%		0.2375	%		0.75	%		0.95	%
Income Advisor		0.2250	%		0.2750	%		0.90	%		1.10	%
Income on Demand II Plus		0.2375	%		0.2875	%		0.95	%		1.15	%
Income on Demand II Escalator		0.2375	%		0.2875	%		0.95	%		1.15	%
Retirement Income Escalator II		0.2375	%		0.2875	%		0.95	%		1.15	%
Income Riser		0.2750	%		0.3250	%		1.10	%		1.30	%
Income on Demand III Escalator		0.2750	%		0.3250	%		1.10	%		1.30	%
Income Riser III		0.2750	%		0.3000	%		1.10	%		1.20	%
Income Maximizer		0.2750	%		0.3000	%		1.10	%		1.20	%
Income Maximizer Plus		0.3125	%		0.3625	%		1.25	%		1.45	%

- 128 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

5. CONTRACT CHARGES (CONTINUED)

Optional living benefit rider charges (“Benefit Fee”) (Continued)

Income Advisor was only available on Masters I Share contracts. Income Maximizer, Income Maximizer Plus, and Income Riser III were available on Masters Choice II contracts, Masters Extra II contracts, and Masters Flex II contracts. The remaining optional living benefits above were available on Masters Extra, Masters Choice, Masters Flex, and Masters Access contracts.

Secured Returns for Life and Secured Returns for Life Plus were the only optional living benefits available on Masters IV and Masters VII contracts.

Secured Returns, Secured Returns 2, Secured Returns for Life, Secured Returns for Life Plus, Income on Demand, and Retirement Asset Protector were the only optional living benefits available on Regatta Flex II and Regatta Choice II contracts.

Benefit Fee is reflected in the “Withdrawals, surrenders, annuitizations and contract charges” line on the Statement of Changes in Net Assets

Premium Taxes

A deduction, when applicable, is made for premium taxes or similar state or local taxes. It is currently the policy of the Sponsor to deduct the taxes at the annuity commencement date. However, the Sponsor reserves the right to deduct such taxes when incurred.

6. RESERVE FOR VARIABLE ANNUITIES

Reserve for variable annuities represents the actuarial present value of future contract benefits for those contract holders who are in the payout phase of their contract and who chose the variable payout option. Annuity reserves for contracts with annuity commencement dates on or between January 1, 1987 and December 31, 1998 are calculated using the 1983 Individual Annuitant Mortality Table. Annuity reserves for contracts with annuity commencement dates on or between January 1, 1999 and December 31, 2014 are calculated using the Annuity 2000 Table. Annuity reserves for contracts with annuity commencement dates on or after January 1, 2015 are calculated using the 2012 Individual Annuitant Mortality Table. All annuity reserves are calculated using an assumed interest rate of at least 3% or 4% per year. The Individual Annuitant Mortality Tables utilized are subject to change in conjunction with changes in the tables currently adopted by the National Association of Insurance Commissioners. The mortality risk is fully borne by the Sponsor and may result in additional amounts being transferred into the variable annuity account by the Sponsor to cover greater longevity of annuities than expected. Required adjustments to the reserves are accomplished by transfers to or from the Sponsor.

- 129 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

7. INVESTMENT PURCHASES AND SALES

The cost of purchases and proceeds from sales of investments for the year ended December 31, 2015 were as follows:

	Purchases		Sales
AL1	$	12,969,759	$	13,109,892
AO5		10,975,351		18,595,856
AM2		637,044		1,875,679
A98		3,364,580		15,734,950
A74		3,003,740		3,275,794
B18		56,996,298		108,783,263
C61		18,876		3,871
C62		18,092,385		23,326,090
C64		5,242,119		9,883,185
C65		739,646		2,162,931
C71		3,950		1,458
FD7		20,626,869		21,089,133
F24		31,794,820		41,307,512
F88		840,233		1,584,891
FB9		1,230,561		4,211,948
F15		1,866,287		5,064,711
F41		24,595,895		31,425,212
FE3		35,477,935		78,243,890
T21		10,683,015		6,491,023
T20		21,690,257		33,970,966
FE6		2,552,710		6,903,350
T59		1,793,679		2,643,238
F56		2,344,548		6,319,310
F59		11,162,473		24,393,764
FF0		308,481		401,466
F54		28,467,174		34,703,943
FG8		89,241		51,637
F53		10,757,700		9,269,873
FJ9		190,612		127,663
T28		3,594,179		8,124,140
FJ0		116,263		181,200
H24		232,852		1,401,257
H27		336,042		2,179,079
H32		536,173		1,605,618
V35		4,145,523		3,479,372
V13		6,406,115		10,698,385
V11		26,634,617		22,605,663
AC1		2,052,433		763,231
J88		14,980,599		13,353,825
J94		5,456,804		7,193,745

- 130 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

7. INVESTMENT PURCHASES AND SALES (CONTINUED)

	Purchases		Sales
L11		9,677,531		10,311,539
L18		6,731,568		8,260,498
L17		8,300,963		11,604,922
M07		32,518,260		56,386,186
M35		40,329,099		99,649,088
M31		10,954,128		19,123,231
M80		6,841,230		8,089,975
MF1		4,255,993		4,330,664
M41		5,757,752		10,714,970
M05		4,581,337		9,623,941
M42		6,462,926		15,312,577
M89		42,742,504		128,960,188
M82		16,613,993		32,726,599
M44		19,195,544		24,587,608
M40		18,905,763		20,875,227
M83		34,402,918		64,063,584
M08		19,095,759		40,552,476
MB6		32,583,324		45,516,478
MB7		10,550,826		22,006,339
MC0		6,988,299		11,676,925
MA0		24,610,904		37,629,794
MC2		11,065,159		16,552,118
MC1		10,372,383		11,663,727
MC3		1,207,398		4,590,243
MA1		2,732,510		5,089,481
MC4		1,210,978		2,759,710
MC5		491,187		586,154
MC6		3,640,251		6,569,261
MC7		238,615		404,227
MC8		3,099,889		15,561,293
MC9		389,217		1,620,399
MD0		5,894,978		9,567,316
M92		64,308,148		125,075,166
M96		9,152,941		20,990,957
MD2		27,165,604		58,711,317
MA6		11,160,246		17,666,177
MA3		13,935,394		21,012,343
M97		3,868,715		6,901,496
MD5		2,971,424		5,001,262
M98		4,241,554		6,935,275
M93		10,935,767		31,533,643
MD6		25,652,867		47,708,866
MB3		4,859,986		9,114,930
MD8		24,108,819		28,336,478
MD9		101,892,590		124,647,246
ME2		1,472,465		4,712,330
ME3		6,866,667		16,324,827

- 131 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

7. INVESTMENT PURCHASES AND SALES (CONTINUED)

	Purchases		Sales
MA5		3,826,629		7,289,482
MA7		741,336		1,063,362
ME4		1,826,783		3,411,164
MA2		501,588		549,264
MF3		20,827,450		22,446,903
MF5		61,384,248		123,227,528
MF6		253,778		502,698
MF7		8,653,923		21,280,449
MF9		56,409,966		82,151,449
MG1		11,836,326		38,937,974
MF2		20,001,828		85,813,623
MG2		13,262,209		49,108,625
MG3		8,064,563		9,233,323
MG4		10,311,597		7,563,289
MG6		136,947,339		300,229,617
MG7		1,415,382		2,024,331
V44		2,793,989		2,527,530
V43		2,213,491		3,097,216
O19		6,930,384		7,851,454
O23		743,900		2,882,462
O20		5,587,393		8,300,267
O21		42,503,695		62,677,347
O04		1,435,283		1,510,413
PH2		108,844		61,789
P08		2,749,089		8,749,944
PC0		2,778,048		5,172,247
P70		182,109		74,439
P10		14,256,188		10,028,270
PK8		1,364,579		4,669,377
P20		26,974		57,933
PD6		22,669,051		102,834,385
P06		5,054,259		16,374,867
P07		23,867,198		63,690,458
PI3		6,358,907		4,999,055
P72		6,315,627		5,525,570
W41		113,581		138,271
W42		13,568		4,477
W46		8,886,940		8,799,129

- 132 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

8. CHANGES IN UNITS OUTSTANDING

The changes in units outstanding for the year ended December 31, 2015 were as follows:

	10/1/2015 Annuity Units		Units Issued		Units Redeemed		Net Increase (Decrease)
AL1		—		10,709,461		11,161,271		(451,810	)
AO5		—		25,801,553		26,560,449		(758,896	)
AM2		—		2,126,569		2,255,916		(129,347	)
A98		—		19,712,589		21,349,409		(1,636,820	)
A74		1,888		1,207,219		1,288,245		(79,138	)
B18		7,896		90,028,161		95,634,147		(5,598,090	)
C61		—		5,247		4,851		396
C62		75		18,121,208		19,525,918		(1,404,635	)
C64		4,042		4,605,538		5,090,575		(480,995	)
C65		—		1,314,328		1,401,989		(87,661	)
C71		—		5,182		5,143		39
FD7		—		17,793,644		18,041,469		(247,825	)
F24		8,822		37,120,940		38,922,675		(1,792,913	)
F88		—		303,221		354,686		(51,465	)
FB9		—		1,800,564		2,009,450		(208,886	)
F15		—		1,991,375		2,212,440		(221,065	)
F41		122		20,886,117		22,160,100		(1,273,861	)
FE3		3,248		72,886,832		77,366,252		(4,476,172	)
T21		39		7,858,801		7,797,763		61,077
T20		4,502		21,045,148		21,942,298		(892,648	)
FE6		—		2,995,066		3,378,073		(383,007	)
T59		—		1,394,506		1,526,317		(131,811	)
F56		1,056		2,959,661		3,176,161		(215,444	)
F59		3,225		18,833,753		20,082,729		(1,245,751	)
FF0		—		467,805		480,949		(13,144	)
F54		1,737		25,967,548		26,980,644		(1,011,359	)
FG8		—		45,593		45,221		372
F53		—		3,074,411		3,208,486		(134,075	)
FJ9		—		115,285		119,048		(3,763	)
T28		—		3,588,196		4,061,166		(472,970	)
FJ0		—		58,896		66,968		(8,072	)
H24		—		461,494		546,387		(84,893	)
H27		—		—		230,193		(230,193	)
H32		—		491,812		586,438		(94,626	)
V35		—		1,598,772		1,620,431		(21,659	)
V13		—		7,393,243		7,709,167		(315,924	)
V11		—		21,050,843		21,522,781		(471,938	)
AC1		—		800,980		705,342		95,638

- 133 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

8. CHANGES IN UNITS OUTSTANDING (CONTINUED)

	10/1/2015 Annuity Units		Units Issued		Units Redeemed		Net Increase (Decrease)
J88		—		11,232,719		11,127,266		105,453
J94		—		2,006,215		2,147,385		(141,170	)
L11		278		14,647,400		14,630,185		17,493
L18		791		3,951,484		4,138,930		(186,655	)
L17		297		5,334,167		5,646,460		(311,996	)
M07		253,564		3,462,686		7,259,089		(3,542,839	)
M35		40,885		35,000,857		42,078,444		(7,036,702	)
M31		19,699		2,596,425		3,180,460		(564,336	)
M80		340		1,663,275		1,759,386		(95,771	)
MF1		7,558		774,550		1,014,822		(232,714	)
M41		499		4,297,863		4,666,225		(367,863	)
M05		9,558		3,635,682		4,209,759		(564,519	)
M42		3,292		11,013,392		11,714,634		(697,950	)
M89		10,111		185,272,971		194,444,965		(9,161,883	)
M82		340		36,406,822		38,300,272		(1,893,110	)
M44		90,002		1,427,643		3,363,111		(1,845,466	)
M40		—		19,511,464		20,390,180		(878,716	)
M83		94,729		41,843,956		45,524,181		(3,585,496	)
M08		7,940		27,228,101		29,471,059		(2,235,018	)
MB6		50,232		4,130,116		5,466,596		(1,286,248	)
MB7		8,002		10,125,284		10,904,586		(771,300	)
MC0		19,797		700,060		1,022,267		(302,410	)
MA0		885		27,100,285		28,182,208		(1,081,038	)
MC2		26,972		617,830		1,214,307		(569,505	)
MC1		4,999		6,054,264		6,296,875		(237,612	)
MC3		8,369		346,871		476,837		(121,597	)
MA1		52		4,138,589		4,279,838		(141,197	)
MC4		2,197		457,748		547,901		(87,956	)
MC5		98		158,337		166,750		(8,315	)
MC6		6,005		200,221		342,935		(136,709	)
MC7		—		41,264		52,828		(11,564	)
MC8		29,678		436,497		971,862		(505,687	)
MC9		—		867,257		931,755		(64,498	)
MD0		11,663		312,654		563,990		(239,673	)
M92		4,179		126,316,515		134,643,607		(8,322,913	)
M96		22,300		6,178,584		6,837,069		(636,185	)
MD2		22,916		55,702,797		58,290,292		(2,564,579	)
MA6		14,409		2,168,933		2,580,825		(397,483	)
MA3		3,320		7,640,103		8,138,451		(495,028	)
M97		8,198		2,107,651		2,338,302		(222,453	)
MD5		144		3,544,233		3,748,186		(203,809	)
M98		12,107		263,207		367,847		(92,533	)
M93		160		26,237,901		27,823,441		(1,585,380	)
MD6		123,044		7,685,132		10,012,727		(2,204,551	)
MB3		5,101		2,890,914		3,204,067		(308,052	)
MD8		85,846		2,563,421		2,845,547		(196,280	)
MD9		29,688		58,433,883		60,673,908		(2,210,337	)

- 134 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

8. CHANGES IN UNITS OUTSTANDING (CONTINUED)

	10/1/2015 Annuity Units		Units Issued		Units Redeemed		Net Increase (Decrease)
ME2		3,428		368,002		578,806		(207,376	)
ME3		1,109		8,294,984		8,754,013		(457,920	)
MA5		12,010		420,773		684,462		(251,679	)
MA7		272		180,979		216,335		(35,084	)
ME4		12,117		364,728		575,766		(198,921	)
MA2		—		55,821		59,999		(4,178	)
MF3		667		16,378,065		17,370,222		(991,490	)
MF5		1,972		56,228,448		62,209,070		(5,978,650	)
MF6		277		201,912		215,608		(13,419	)
MF7		1,192		15,229,169		16,099,089		(868,728	)
MF9		—		20,511,160		23,711,495		(3,200,335	)
MG1		1,566		44,579,454		46,644,551		(2,063,531	)
MF2		9,574		100,742,381		107,105,975		(6,354,020	)
MG2		1,875		52,758,453		56,244,560		(3,484,232	)
MG3		789		5,345,686		5,726,559		(380,084	)
MG4		—		5,686,540		5,859,626		(173,086	)
MG6		53,695		110,153,500		124,809,855		(14,602,660	)
MG7		—		1,063,117		1,121,699		(58,582	)
V44		—		616,524		626,613		(10,089	)
V43		—		1,165,223		1,296,708		(131,485	)
O19		396		2,092,973		2,299,630		(206,261	)
O23		—		2,264,551		2,491,982		(227,431	)
O20		—		2,615,185		2,834,043		(218,858	)
O21		6,253		34,815,994		37,426,824		(2,604,577	)
O04		—		284,135		316,014		(31,879	)
PH2		—		21,479		19,706		1,773
P08		—		4,439,289		4,913,371		(474,082	)
PC0		—		5,368,508		5,615,854		(247,346	)
P70		—		208,718		190,119		18,599
P10		491		19,143,305		18,511,785		632,011
PK8		1,002		1,198,938		1,349,136		(149,196	)
P20		—		82,323		86,689		(4,366	)
PD6		5,450		126,234,817		133,151,666		(6,911,399	)
P06		3,533		10,480,393		11,297,483		(813,557	)
P07		9,629		40,223,043		43,256,478		(3,023,806	)
PI3		—		6,163,451		6,057,172		106,279
P72		—		2,568,814		2,530,505		38,309
W41		—		58,427		64,892		(6,465	)
W42		—		6,638		6,756		(118	)
W46		—		12,510,562		12,495,455		15,107

- 135 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

9. TAX DIVERSIFICATION REQUIREMENTS

Under the provisions of Section 817(h) of the Code, a variable annuity contract, other than a pension plan contract, is not treated as an annuity contract for federal tax purposes for any period in which the investments of the segregated asset account on which the contract is based are not adequately diversified. The Code provides that the “adequately diversified” requirement may be met if the underlying investments satisfy either a statutory safe harbor test or diversification requirements set forth in regulations issued by the Secretary of Treasury. The Sponsor believes that the Variable Account satisfies the current requirements of the regulations, and it intends that the Variable Account will continue to meet such requirements.

- 136 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

10. FINANCIAL HIGHLIGHTS

The summary of units outstanding, unit value (some of which may be rounded), net assets, investment income ratios, expense ratios (excluding expenses of the underlying funds) and the total return, for each of the five years in the period ended December 31, is as follows:

	At December 31,									For the years ended December 31,
	Units		Unit Value4					Net Assets		Investment Income Ratio1			Expense Ratio lowest to highest2						Total Return3
AL1
2015		4,512,477	$	13.8637	to	$	12.3054	$	58,432,090		1.78	%		0.65	%	to	2.25	%		0.64	%	to	(0.99	%)
2014		4,964,287		13.7762	to		12.4279		64,503,559		2.37			0.65		to	2.25			6.41		to	4.70
2013		5,318,723		11.8701	to		12.9459		65,572,601		2.26			0.65		to	2.25			13.66		to	15.52
2012		5,475,295		10.5211	to		11.2069		59,011,011		1.91			0.65		to	2.10			10.98		to	12.63
2011		5,947,187		9.4799	to		9.9498		57,458,501		2.18			0.65		to	2.10			(5.09	)	to	(3.69	)
AO5
2015		9,592,149		11.4611	to		10.4731		105,174,303		0.59			0.65		to	2.55			(1.94	)	to	(3.82	)
2014		10,351,045		11.6881	to		10.8888		116,820,056		0.38			0.65		to	2.55			3.53		to	1.55
2013		9,712,844		10.7227	to		11.2896		106,896,574		0.29			0.65		to	2.55			9.08		to	11.21
2012		5,428,829		9.9060	to		10.1521		54,255,262		0.13			0.65		to	2.10			5.73		to	7.30
2011		4,101,476		9.3695	to		9.4614		38,568,416		—			0.65		to	2.10			(6.30	)	to	(5.39	)
AM2
2015		774,917		8.5754	to		8.0468		6,494,198		0.06			1.35		to	2.15			(3.50	)	to	(4.28	)
2014		904,264		8.8860	to		8.4064		7,870,546		—			1.35		to	2.15			(2.75	)	to	(3.54	)
2013		1,020,343		8.7145	to		9.1370		9,149,747		0.73			1.35		to	2.15			10.89		to	11.79
2012		1,093,270		7.8010	to		8.1732		8,792,098		1.46			1.35		to	2.30			12.57		to	13.67
2011		1,252,450		6.9298	to		8.6713		8,892,693		2.71			0.65		to	2.30			(17.97	)	to	(16.59	)
A98
2015		5,778,249		7.4488	to		6.8786		41,831,964		2.01			1.30		to	2.30			1.07		to	0.05
2014		7,415,069		7.3699	to		6.8755		53,322,213		3.22			1.30		to	2.30			(7.68	)	to	(8.61	)
2013		8,077,654		7.5012	to		7.9827		63,128,091		5.72			1.30		to	2.35			19.85		to	21.13
2012		9,822,886		6.2590	to		6.5900		63,597,746		1.34			1.30		to	2.35			11.50		to	12.70
2011		11,207,531		5.6135	to		5.8472		64,608,169		3.88			1.30		to	2.35			(21.33	)	to	(20.48	)
A74
2015		437,564		17.1614	to		15.9732		7,178,377		0.50			0.65		to	2.30			(6.31	)	to	(7.86	)
2014		516,702		18.3166	to		17.3365		9,178,175		0.47			0.65		to	2.30			8.24		to	6.44
2013		553,196		16.2876	to		16.9226		9,166,477		0.51			0.65		to	2.30			34.47		to	36.74
2012		127,943		12.1521	to		12.2638		1,588,940		0.33			1.35		to	2.05			16.03		to	16.86
2011		6,115		10.4824	to		10.4943		64,141		—			1.35		to	1.75			4.82		to	4.94
B18
2015		40,093,659		12.2486	to		13.8264		584,729,720		0.98			0.65		to	2.35			(1.64	)	to	(3.33	)
2014		45,691,749		12.4534	to		14.3024		684,040,864		2.09			0.65		to	2.35			1.27		to	(0.46	)
2013		52,777,976		12.2973	to		15.1505		787,728,876		1.01			0.65		to	2.35			11.73		to	13.67
2012		59,518,591		10.8182	to		13.4228		788,739,478		1.47			0.65		to	2.55			7.15		to	9.25
2011		61,777,993		9.9024	to		12.3742		757,127,151		2.53			0.65		to	2.35			(5.90	)	to	(4.27	)

- 137 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

10. FINANCIAL HIGHLIGHTS (CONTINUED)

	At December 31,									For the years ended December 31,
	Units		Unit Value4					Net Assets		Investment Income Ratio1			Expense Ratio lowest to highest2						Total Return3
C61
2015		3,018	$	17.9633	to	$	17.7677	$	53,720		—	%		1.55	%	to	1.65	%		(3.28	%)	to	(13.42	%)
2014		2,622		17.7916					46,643		—			1.65						7.26
2013		2,841		16.5871					47,121		0.45			1.65						40.08
2012		3,484		11.8408					41,258		—			1.65						9.54
2011		3,533		10.8100					38,189		—			1.65						(13.38)
C62
2015		5,635,627		16.6154	to		12.7981		76,304,541		—			0.65		to	2.30			0.60		to	(1.07	)
2014		7,040,262		16.5163	to		12.9366		95,782,832		—			0.65		to	2.30			8.12		to	6.32
2013		8,725,729		12.1253	to		15.2766		110,940,837		0.24			0.65		to	2.35			38.66		to	41.08
2012		11,724,482		8.7443	to		10.8285		106,744,410		—			0.65		to	2.35			8.50		to	10.40
2011		13,269,893		8.0594	to		9.8089		110,566,702		—			0.65		to	2.35			(14.18	)	to	(12.68	)
C63
2014		—		—	to		—		1		0.04			1.65		to	1.75			7.62		to	7.51
2013		2,169		16.3665	to		16.5136		35,578		0.25			1.65		to	1.75			33.27		to	33.40
2012		2,170		12.2809	to		12.3786		26,696		0.74			1.65		to	1.75			10.26		to	10.38
2011		2,170		11.1378	to		11.2150		24,200		0.09			1.65		to	1.75			(4.34	)	to	(4.24	)
C64
2015		1,572,715		17.5816	to		14.7239		24,527,188		—			0.65		to	2.30			1.22		to	(0.54	)
2014		2,053,710		17.3704	to		14.8046		32,044,120		0.06			0.65		to	2.30			8.46		to	6.66
2013		2,153,236		13.9292	to		16.0160		31,284,082		0.07			0.65		to	2.25			32.27		to	34.43
2012		2,686,650		10.4998	to		11.9139		29,316,702		0.48			0.65		to	2.30			9.33		to	11.18
2011		2,948,066		9.6039	to		10.7156		29,170,579		0.09			0.65		to	2.30			(5.06	)	to	(3.46	)
C65
2015		513,806		10.2392	to		12.9140		6,857,974		0.28			1.30		to	2.10			(1.33	)	to	(2.13	)
2014		601,467		10.3774	to		13.1953		8,180,085		0.03			1.30		to	2.10			(6.33	)	to	(7.09	)
2013		667,648		10.6265	to		15.1870		9,749,224		0.41			1.30		to	2.10			17.87		to	18.83
2012		801,506		8.8906	to		12.7869		9,865,957		0.91			1.30		to	2.10			15.14		to	16.08
2011		1,007,217		7.7217	to		11.0208		10,671,777		0.82			1.30		to	2.10			(17.94	)	to	(17.27	)
C71
2015		2,127		16.2493	to		15.7231		34,255		0.56			1.55		to	1.85			(7.77	)	to	(8.05	)
2014		2,088		17.6183	to		17.0999		36,485		0.48			1.55		to	1.85			1.45		to	1.14
2013		2,076		16.9066	to		17.3660		35,796		0.72			1.55		to	1.85			31.56		to	31.96
2012		1,184		12.8507	to		13.0562		15,387		0.29			1.65		to	1.85			9.19		to	9.41
2011		1,172		11.7697	to		11.9334		13,935		0.90			1.65		to	1.85			(7.86	)	to	(7.68	)

- 138 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

10. FINANCIAL HIGHLIGHTS (CONTINUED)

	At December 31,									For the years ended December 31,
	Units		Unit Value4					Net Assets		Investment Income Ratio1			Expense Ratio lowest to highest2						Total Return3
FD7
2015		7,553,495	$	15.1593	to	$	14.3059	$	111,120,652		1.25	%		0.65	%	to	2.30	%		(0.29	%)	to	1.48	%
2014		7,801,320		15.2037	to		14.0970		116,145,981		1.32			0.65		to	2.30			9.30		to	7.49
2013		7,562,294		13.1149	to		14.0597		103,919,564		1.36			1.30		to	2.30			16.54		to	17.73
2012		7,507,371		11.3885	to		11.9421		87,912,238		1.53			1.30		to	2.10			12.40		to	13.32
2011		7,396,640		10.1324	to		10.5126		76,682,725		1.64			0.65		to	2.10			(5.84	)	to	(4.45	)
F24
2015		12,707,426		17.6047	to		14.7183		198,122,776		0.77			0.65		to	2.35			(0.24	)	to	(1.94	)
2014		14,500,339		17.6466	to		15.0102		228,891,089		0.69			0.65		to	2.35			10.93		to	9.03
2013		16,883,265		13.7669	to		15.9081		242,518,324		0.80			0.65		to	2.35			27.88		to	30.10
2012		20,321,365		10.7657	to		12.2274		226,589,248		1.09			0.65		to	2.35			13.40		to	15.38
2011		22,654,962		9.4938	to		10.5974		221,030,866		0.80			0.65		to	2.35			(5.06	)	to	(3.41	)
F88
2015		215,408		14.5625	to		13.4747		3,006,722		1.46			1.35		to	2.10			(1.87	)	to	(2.62	)
2014		266,873		14.8405	to		13.8371		3,823,400		1.13			1.35		to	2.10			2.80		to	2.02
2013		366,195		13.5628	to		14.4357		5,112,070		1.35			1.35		to	2.10			10.82		to	11.67
2012		453,269		12.1048	to		12.9273		5,687,870		1.64			1.35		to	2.25			9.06		to	10.07
2011		472,101		11.0993	to		11.7448		5,402,924		1.69			1.35		to	2.25			(2.66	)	to	(1.77	)
FB9
2015		1,266,991		14.9198	to		13.5217		18,207,001		1.50			1.30		to	2.25			(1.80	)	to	(2.75	)
2014		1,475,877		15.1933	to		13.9034		21,668,717		1.29			1.30		to	2.25			3.10		to	2.10
2013		1,808,434		13.6168	to		14.7369		25,834,253		1.41			1.30		to	2.25			11.54		to	12.62
2012		2,213,373		12.2083	to		13.0854		28,165,613		1.74			1.30		to	2.25			9.37		to	10.44
2011		2,439,910		11.1620	to		11.8482		28,232,570		1.76			1.30		to	2.25			(2.75	)	to	(1.81	)
F15
2015		2,026,917		14.9308	to		13.4614		29,229,313		1.53			1.30		to	2.30			(1.75	)	to	(2.75	)
2014		2,247,982		15.1973	to		13.8419		33,093,994		1.32			1.30		to	2.30			3.24		to	2.19
2013		2,727,741		13.2873	to		14.7210		39,069,394		1.52			0.65		to	2.30			12.98		to	14.88
2012		2,941,746		11.9896	to		12.8982		37,000,260		1.71			1.30		to	2.30			10.46		to	11.59
2011		3,280,196		10.8545	to		11.5582		37,084,576		1.83			1.30		to	2.30			(3.51	)	to	(2.52	)
F41
2015		7,301,226		15.1306	to		15.1469		117,171,457		0.24			0.65		to	2.30			(2.27	)	to	(3.89	)
2014		8,575,087		15.4818	to		15.8235		142,229,294		0.02			0.65		to	2.25			5.34		to	3.65
2013		10,268,467		14.6966	to		16.3096		163,285,319		0.26			0.65		to	2.35			32.68		to	34.99
2012		12,996,921		10.8875	to		12.1619		154,665,507		0.38			0.65		to	2.35			11.86		to	13.81
2011		14,937,626		9.5660	to		10.7565		157,792,397		0.02			0.65		to	2.35			(12.94	)	to	(11.43	)

- 139 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

10. FINANCIAL HIGHLIGHTS (CONTINUED)

	At December 31,									For the years ended December 31,
	Units		Unit Value4					Net Assets		Investment Income Ratio1			Expense Ratio lowest to highest2						Total Return3
FE3
2015		25,596,651	$	12.6001	to	$	12.2598	$	340,985,348		0.60	%		0.65	%	to	2.55	%		1.18	%	to	(0.76	%)
2014		30,072,823		12.4532	to		12.3532		399,793,906		2.65			0.65		to	2.55			(1.87	)	to	(3.75	)
2013		33,340,140		12.6902	to		14.0011		456,002,716		1.66			0.65		to	2.55			10.36		to	12.51
2012		37,860,350		11.2791	to		12.5261		464,766,322		0.74			0.65		to	2.55			11.89		to	14.08
2011		42,483,720		9.8870	to		11.0258		461,684,334		1.22			0.65		to	2.35			(8.49	)	to	(6.90	)
T21
2015		2,802,285		10.8211	to		9.7559		29,094,768		2.00			1.30		to	2.30			(20.65	)	to	(21.45	)
2014		2,741,208		13.6370	to		12.4206		36,027,868		1.53			1.30		to	2.30			(9.58	)	to	(10.50	)
2013		2,977,837		13.8777	to		15.0823		43,477,768		1.85			1.30		to	2.30			(3.20	)	to	(2.21	)
2012		2,973,922		14.3367	to		15.4232		44,554,239		1.44			1.30		to	2.30			10.55		to	11.68
2011		3,451,536		12.9690	to		13.8097		46,486,794		0.95			1.30		to	2.30			(17.79	)	to	(16.95	)
T20
2015		6,850,839		14.9357	to		18.1124		121,352,263		3.09			1.30		to	2.55			(7.71	)	to	1.67
2014		7,743,487		16.1832	to		17.8155		149,297,405		1.89			1.30		to	2.55			(12.29	)	to	(13.40	)
2013		8,445,001		17.0938	to		23.0962		186,410,420		2.43			1.30		to	2.55			19.84		to	21.37
2012		10,512,459		14.1988	to		19.0405		192,256,195		3.17			1.30		to	2.55			15.20		to	16.69
2011		13,164,270		12.2681	to		16.3841		207,290,349		1.65			1.30		to	2.55			(12.91	)	to	(11.79	)
FE6
2015		3,088,382		12.4880	to		11.3489		37,738,539		2.79			1.35		to	2.55			(7.48	)	to	(8.61	)
2014		3,471,389		13.4975	to		12.4175		45,953,705		2.78			1.35		to	2.55			1.46		to	0.23
2013		3,944,019		12.3896	to		13.3034		51,560,794		12.11			1.35		to	2.55			20.62		to	22.10
2012		4,517,904		10.5024	to		10.8955		48,525,970		2.78			1.35		to	2.10			12.90		to	13.77
2011		5,135,868		9.3025	to		9.5769		48,625,842		0.02			1.35		to	2.10			(3.61	)	to	(2.87	)
T59
2015		620,029		10.8545	to		9.9925		6,420,065		7.82			0.65		to	2.55			(5.01	)	to	(6.83	)
2014		751,840		11.4273	to		10.7250		8,287,607		4.82			0.65		to	2.55			1.03		to	(0.90	)
2013		749,817		10.8224	to		11.3105		8,275,057		4.41			0.65		to	2.55			(1.05	)	to	0.88
2012		372,598		10.9809	to		11.2124		4,125,222		5.80			0.65		to	2.25			12.37		to	14.22
2011		31,720		9.7779	to		9.8168		310,599		—			0.65		to	2.05			(2.22	)	to	(1.83	)
F56
2015		1,224,047		14.6571	to		17.3044		23,282,566		2.58			1.30		to	2.25			(7.70	)	to	(11.06	)
2014		1,439,491		15.8804	to		19.4571		29,759,539		1.35			1.30		to	2.25			(4.08	)	to	(5.00	)
2013		1,577,153		15.4863	to		22.7083		34,020,697		2.71			1.30		to	2.30			27.81		to	29.12
2012		1,891,734		12.0793	to		17.5958		31,651,870		2.01			1.30		to	2.30			18.27		to	19.49
2011		2,191,897		10.1820	to		14.7339		30,804,560		1.33			1.30		to	2.30			(9.11	)	to	(8.18	)
F59
2015		7,202,924		12.7816	to		11.5427		88,276,667		4.65			0.65		to	2.30			(7.66	)	to	(9.19	)
2014		8,448,675		13.8417	to		12.7112		113,301,488		4.99			0.65		to	2.30			3.94		to	2.21
2013		9,121,585		12.4364	to		13.3321		118,825,574		6.33			0.65		to	2.30			11.32		to	13.20
2012		10,438,756		11.1716	to		11.8550		121,315,834		6.45			1.30		to	2.30			10.05		to	11.18
2011		11,052,281		10.1516	to		10.6628		115,893,306		5.67			0.65		to	2.30			0.03		to	1.72

- 140 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

10. FINANCIAL HIGHLIGHTS (CONTINUED)

	At December 31,									For the years ended December 31,
	Units		Unit Value4					Net Assets		Investment Income Ratio1			Expense Ratio lowest to highest2						Total Return3
FF0
2015		221,349	$	12.1956	to	$	11.8032	$	2,675,685		4.38	%		1.35	%	to	2.10	%		(8.40	%)	to	(9.10	%)
2014		234,493		13.3139	to		12.9843		3,101,054		4.73			1.35		to	2.10			3.11		to	2.33
2013		232,968		12.6890	to		13.1224		2,995,129		6.25			0.65		to	2.10			11.46		to	13.11
2012		219,490		11.3840	to		11.6010		2,515,056		6.87			0.65		to	2.10			10.18		to	11.83
2011		129,363		10.3317	to		10.3537		1,338,333		—			1.35		to	2.10			3.32		to	3.54
F54
2015		9,046,135		15.0650	to		17.0167		183,026,033		2.98			0.65		to	2.55			(5.55	)	to	(7.36	)
2014		10,057,494		15.9510	to		18.3689		217,645,971		1.96			0.65		to	2.55			6.43		to	4.39
2013		11,763,564		14.9879	to		21.3191		241,465,876		2.06			0.65		to	2.55			24.99		to	27.43
2012		14,648,890		11.7619	to		16.8490		238,076,966		2.06			0.65		to	2.55			11.32		to	13.50
2011		16,848,114		10.3632	to		14.9512		243,685,985		2.29			0.65		to	2.35			(3.36	)	to	(1.68	)
FG8
2015		19,752		14.8484	to		14.4022		290,680		2.95			1.35		to	2.05			(6.33	)	to	(7.00	)
2014		19,380		15.8522	to		15.4858		305,130		2.14			1.35		to	2.05			5.60		to	4.85
2013		13,774		14.7698	to		15.0120		205,905		2.06			1.35		to	2.05			25.43		to	26.32
2012		12,309		11.7754	to		11.8836		145,875		2.21			1.35		to	2.05			11.85		to	12.65
2011		9,990		10.5283	to		10.5493		105,338		—			1.35		to	2.05			5.28		to	5.49
F53
2015		1,241,308		15.9909	to		22.6902		33,770,572		0.63			0.65		to	2.55			(7.99	)	to	(9.75	)
2014		1,375,383		17.3794	to		25.1414		41,053,979		0.62			0.65		to	2.55			(0.08	)	to	(1.99	)
2013		1,567,440		17.3937	to		31.5174		47,194,557		1.28			0.65		to	2.55			32.77		to	35.35
2012		1,751,017		12.8507	to		23.4505		39,374,752		0.76			0.65		to	2.50			15.41		to	17.61
2011		2,017,094		10.9261	to		20.0806		38,970,383		0.68			0.65		to	2.50			(6.16	)	to	(4.38	)
FJ9
2015		52,597		15.6030	to		15.1342		813,592		0.53			1.35		to	2.05			(8.77	)	to	(9.42	)
2014		56,360		17.1026	to		16.7073		957,085		0.48			1.35		to	2.05			(0.88	)	to	(1.58	)
2013		50,422		16.9760	to		17.5351		865,842		1.12			0.65		to	2.05			33.33		to	35.24
2012		50,191		12.7319	to		12.8489		643,132		0.69			1.35		to	2.05			15.83		to	16.66
2011		46,701		10.9918	to		11.0137		514,029		—			—		to	—			9.92		to	10.14
T28
2015		1,632,712		11.3441	to		12.4205		21,339,869		6.56			0.65		to	2.25			(4.49	)	to	(6.03	)
2014		2,105,682		11.8779	to		13.2179		29,004,810		6.10			0.65		to	2.25			1.20		to	(0.43	)
2013		2,335,970		11.7372	to		14.1815		32,166,899		6.13			0.65		to	2.30			0.94		to	2.64
2012		2,573,447		11.4349	to		13.9072		35,029,483		6.96			0.65		to	2.30			10.15		to	12.02
2011		2,800,517		10.2082	to		12.4669		34,368,378		5.95			0.65		to	2.30			0.22		to	1.91
FJ0
2015		33,869		11.3392	to		10.5022		364,463		5.99			0.65		to	2.05			(3.07	)	to	(5.94	)
2014		41,941		11.6988	to		11.1660		479,427		5.71			0.65		to	2.05			1.09		to	(0.33	)
2013		43,918		11.2034	to		11.5725		500,863		5.70			0.65		to	2.05			1.05		to	2.50
2012		33,907		11.0868	to		11.1887		378,585		7.29			1.35		to	2.05			10.35		to	11.14
2011		18,795		10.0473	to		10.0673		189,112		—			1.35		to	2.05			0.47		to	0.67

- 141 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

10. FINANCIAL HIGHLIGHTS (CONTINUED)

	At December 31,									For the years ended December 31,
	Units		Unit Value4					Net Assets		Investment Income Ratio1			Expense Ratio lowest to highest2						Total Return3
HBF
2014		—	$	—	to	$	—	$	—		3.15	%		1.35	%	to	2.10	%		0.29	%	to	0.00	%
2013		988,273		14.7503	to		15.2845		14,981,788		1.82			1.35		to	2.10			12.73		to	13.59
2012		1,240,009		13.0852	to		13.4560		16,579,285		1.47			1.35		to	2.10			7.20		to	8.02
2011		1,299,312		12.2069	to		12.4569		16,106,376		1.08			1.35		to	2.10			(0.45	)	to	0.31
H24
2015		135,046		14.1967	to		13.5725		1,892,317		3.96			1.35		to	1.90			(4.37	)	to	(4.90	)
2014		219,939		14.8447	to		14.2716		3,224,544		4.11			1.35		to	1.90			8.67		to	8.07
2013		341,476		13.0440	to		13.6600		4,608,325		2.90			1.35		to	2.10			17.44		to	18.34
2012		396,553		11.1065	to		11.5427		4,528,237		3.84			1.35		to	2.10			9.11		to	9.95
2011		419,954		10.1789	to		10.4978		4,371,146		3.86			1.35		to	2.10			4.83		to	5.63
HVG
2014		—		—	to		—		—		0.13			1.35		to	1.90			(3.00	)	to	(3.20	)
2013		78,457		10.3462	to		10.7016		830,844		0.96			1.35		to	1.90			31.20		to	31.94
2012		105,576		7.8856	to		8.1111		848,512		0.36			1.35		to	1.90			8.34		to	8.95
2011		109,345		7.2785	to		7.4448		807,966		0.15			1.35		to	1.90			(4.89	)	to	(4.36	)
HVI
2014		—		—	to		—		—		5.00			1.35		to	2.10			6.41		to	6.03
2013		81,411		11.0666	to		11.5892		932,571		3.73			1.35		to	2.10			21.21		to	22.14
2012		113,189		9.1301	to		9.4886		1,062,389		3.72			1.35		to	2.10			8.39		to	9.23
2011		129,405		8.4231	to		8.6870		1,114,733		2.81			1.35		to	2.10			4.82		to	5.62
H27
2015		—		9.6560	to		9.1381		—		1.75			1.35		to	2.10			3.03		to	2.89
2014		230,193		9.3724	to		8.8817		2,122,261		1.49			1.35		to	2.10			(7.95	)	to	(8.65	)
2013		473,837		9.7224	to		10.1815		4,749,934		1.34			1.35		to	2.10			20.33		to	21.25
2012		599,889		8.0800	to		8.3974		4,972,427		1.19			1.35		to	2.10			11.63		to	12.49
2011		673,679		7.2383	to		7.4651		4,976,865		1.22			1.35		to	2.10			(13.41	)	to	(12.74	)
HVM
2013		—		—	to		—		—		1.45			1.35		to	1.90			11.48		to	11.63
2012		8,808		9.2715	to		9.5366		82,921		0.60			1.35		to	1.90			8.50		to	9.11
2011		8,964		8.5450	to		8.7402		77,544		0.70			1.35		to	1.90			(3.20	)	to	(2.66	)

- 142 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

10. FINANCIAL HIGHLIGHTS (CONTINUED)

	At December 31,									For the years ended December 31,
	Units		Unit Value4					Net Assets		Investment Income Ratio1			Expense Ratio lowest to highest2						Total Return3
HVC
2014		—	$	—	to	$	—	$	—		0.52	%		1.35	%	to	2.10	%		2.14	%	to	1.78	%
2013		116,539		13.3851	to		14.0172		1,606,941		0.74			1.35		to	2.10			29.56		to	30.55
2012		159,752		10.3312	to		10.7368		1,690,777		0.27			1.35		to	2.10			12.17		to	13.03
2011		135,012		9.2104	to		9.4989		1,267,264		0.46			1.35		to	2.10			(4.81	)	to	(4.08	)
HVS
2014		—		—	to		—		—		3.60			1.35		to	2.10			0.48		to	0.19
2013		737,944		10.7284	to		11.2348		8,218,734		2.50			1.35		to	2.10			(3.75	)	to	(3.02	)
2012		771,336		11.1469	to		11.5843		8,869,495		2.42			1.35		to	2.10			1.17		to	1.95
2011		745,930		11.0178	to		11.3626		8,425,130		2.35			1.35		to	2.10			3.09		to	3.88
HVN
2012		—		—	to		—		—		0.00			1.35		to	2.10			18.65		to	18.95
2011		64,413		6.1068	to		6.2982		401,560		—			1.35		to	2.10			(14.56	)	to	(13.90	)
HRS
2014		—		—	to		—		—		2.83			1.35		to	2.10			(2.24	)	to	(2.52	)
2013		308,937		7.3255	to		7.6491		2,330,630		0.98			1.35		to	2.10			6.81		to	7.63
2012		349,676		6.8582	to		7.1067		2,457,433		0.23			1.35		to	2.10			2.13		to	2.92
2011		365,057		6.7150	to		6.9052		2,498,612		0.16			1.35		to	2.10			(11.53	)	to	(10.85	)
HVR
2014		—		—	to		—		—		0.23			1.35		to	2.10			(1.42	)	to	(1.70	)
2013		131,266		10.6411	to		11.1435		1,442,554		0.73			1.35		to	2.10			21.82		to	22.76
2012		155,429		8.7348	to		9.0777		1,394,690		1.64			1.35		to	2.10			4.68		to	5.49
2011		160,878		8.3441	to		8.6054		1,371,418		0.34			1.35		to	2.10			4.60		to	5.40
H32
2015		157,815		13.5587	to		12.7511		2,112,682		0.52			1.35		to	2.10			(8.42	)	to	(9.12	)
2014		252,441		14.8054	to		14.0303		3,690,597		0.39			1.35		to	2.10			(3.39	)	to	(4.12	)
2013		340,400		14.6333	to		15.3243		5,154,845		0.31			1.35		to	2.10			29.15		to	30.14
2012		437,852		11.3304	to		11.7752		5,102,981		—			1.35		to	2.10			20.04		to	20.96
2011		519,574		9.4389	to		9.7346		5,015,924		0.02			1.35		to	2.10			(2.99	)	to	(2.25	)
V35
2015		658,892		15.8962	to		14.9758		10,234,351		0.01			1.35		to	2.10			(10.58	)	to	(11.26	)
2014		680,551		17.7777	to		16.8766		11,851,444		0.20			1.35		to	2.10			8.00		to	7.18
2013		705,458		15.7463	to		16.4608		11,412,161		0.57			1.35		to	2.10			31.12		to	32.12
2012		497,553		12.0090	to		12.7466		6,119,962		0.58			0.65		to	2.10			14.60		to	16.31
2011		608,083		10.4786	to		10.9591		6,491,582		0.58			0.65		to	2.10			(1.29	)	to	0.17

- 143 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

10. FINANCIAL HIGHLIGHTS (CONTINUED)

	At December 31,									For the years ended December 31,
	Units		Unit Value4					Net Assets		Investment Income Ratio1			Expense Ratio lowest to highest2						Total Return3
V13
2015		2,533,709	$	17.0051	to	$	12.2855	$	33,829,593		1.58	%		0.65	%	to	2.55	%		(6.80	%)	to	(8.59	%)
2014		2,849,633		18.2467	to		13.4396		41,192,148		1.06			0.65		to	2.55			8.39		to	6.32
2013		2,946,646		12.6409	to		16.8341		39,678,147		1.48			0.65		to	2.55			32.20		to	34.77
2012		2,455,811		9.5623	to		10.3003		24,746,978		1.55			1.30		to	2.55			15.88		to	17.37
2011		2,647,256		8.3548	to		8.7759		22,814,813		1.37			1.30		to	2.30			(4.36	)	to	(3.38	)
V11
2015		7,299,418		15.0885	to		14.4270		109,646,517		2.17			0.65		to	2.10			(3.22	)	to	(4.63	)
2014		7,771,356		15.5903	to		15.1276		121,727,423		1.60			0.65		to	2.10			8.06		to	6.48
2013		6,967,224		14.0805	to		14.8512		101,917,116		1.68			0.65		to	2.25			22.08		to	24.07
2012		4,842,609		11.6196	to		12.0545		57,677,285		1.81			0.65		to	2.10			10.02		to	11.65
2011		4,795,893		10.4145	to		10.8734		51,651,570		1.59			0.65		to	2.10			(3.37	)	to	(1.94	)
AC1
2015		243,180		12.9242	to		12.5084		3,100,461		1.41			1.35		to	2.10			(3.93	)	to	(4.66	)
2014		147,542		13.4530	to		13.1200		1,963,336		1.56			1.35		to	2.10			(1.26	)	to	(2.01	)
2013		93,459		13.3271	to		13.6249		1,265,384		1.18			1.35		to	2.30			15.99		to	17.12
2012		16,040		11.5883	to		11.6337		186,262		1.24			1.35		to	1.65			13.34		to	13.69
2011		1,222		10.2183	to		10.2328		12,500		0.00			1.35		to	1.85			2.18		to	2.33
J88
2015		3,583,990		10.6765	to		10.0247		36,693,573		3.11			0.65		to	2.10			0.21		to	(1.25	)
2014		3,478,537		10.6543	to		10.1520		35,919,894		3.62			0.65		to	2.10			4.03		to	2.51
2013		2,366,142		9.9032	to		10.2415		23,724,644		3.93			0.65		to	2.10			(3.80	)	to	(2.38	)
2012		858,794		10.2340	to		10.4910		8,892,765		2.33			0.65		to	2.55			2.37		to	4.38
2011		170,792		10.0109	to		10.0506		1,712,175		—			0.65		to	2.05			0.11		to	0.51
J94
2015		613,320		18.3776	to		17.2559		10,824,807		0.91			0.65		to	2.10			(0.06	)	to	(1.52	)
2014		754,490		18.3895	to		17.5229		13,476,661		0.76			0.65		to	2.10			12.87		to	11.22
2013		325,342		15.7548	to		16.2927		5,212,710		1.08			0.65		to	2.10			33.05		to	35.01
2012		100,716		11.8494	to		11.9582		1,199,600		0.88			1.35		to	2.05			14.86		to	15.69
2011		5,184		10.3278	to		10.3366		53,540		—			1.35		to	1.65			3.28		to	3.37
L11
2015		5,273,665		7.4101	to		7.2733		40,573,672		1.13			0.65		to	2.35			(20.58	)	to	(21.94	)
2014		5,256,172		9.3297	to		9.3172		51,420,479		1.67			0.65		to	2.35			(5.26	)	to	(6.88	)
2013		5,760,595		9.8474	to		10.6476		60,059,241		1.38			0.65		to	2.35			(3.56	)	to	(1.89	)
2012		5,713,464		10.0366	to		10.9237		61,330,118		1.54			0.65		to	2.35			19.17		to	21.25
2011		6,403,042		8.2773	to		9.0510		57,264,390		2.04			0.65		to	2.35			(19.92	)	to	(18.53	)

- 144 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

10. FINANCIAL HIGHLIGHTS (CONTINUED)

	At December 31,									For the years ended December 31,
	Units		Unit Value4					Net Assets		Investment Income Ratio1		Expense Ratio lowest to highest2						Total Return3
L18
2015		1,472,427	$	17.0061	to	$	19.4230	$	31,539,261		—		0.65	%	to	2.50	%		2.06	%	to	0.15	%
2014		1,659,082		16.6636	to		19.3930		35,208,118		—		0.65		to	2.50			5.38		to	3.42
2013		2,007,338		18.6553	to		22.9112		40,883,716		—		1.30		to	2.55			33.58		to	35.30
2012		2,655,359		13.9651	to		16.9340		40,130,308		—		1.30		to	2.55			11.18		to	12.61
2011		3,079,831		10.2431	to		15.0377		41,524,761		—		0.65		to	2.55			(12.34	)	to	(10.63	)
L17
2015		2,037,566		15.8061	to		18.8657		41,432,558		1.08		0.65		to	2.30			(4.07	)	to	(5.66	)
2014		2,349,562		16.4770	to		19.9986		50,345,227		0.42		0.65		to	2.30			6.44		to	4.68
2013		2,786,160		15.4793	to		21.0606		56,663,879		0.25		0.65		to	2.30			32.64		to	34.88
2012		2,764,087		14.4039	to		15.7255		42,125,655		0.52		1.30		to	2.30			8.03		to	9.14
2011		3,280,677		13.3338	to		14.4163		45,971,939		0.19		1.30		to	2.30			(6.68	)	to	(5.73	)
EGS
2012		—		—	to		—		—		0.05		1.00		to	1.85			13.19		to	13.81
2011		9,986,814		5.7827	to		24.9499		125,072,423		0.17		1.00		to	1.85			(2.29	)	to	(1.45	)
MFF
2012		—		—	to		—		—		0.00		1.00		to	2.25			12.71		to	13.62
2011		776,655		9.9684	to		19.4686		9,830,029		—		1.00		to	2.25			(2.92	)	to	(0.10	)
M07
2015		33,503,120		11.3363	to		11.1431		377,393,483		2.58		1.15		to	1.85			(1.50	)	to	(2.21	)
2014		37,045,959		11.5073	to		11.3954		428,275,096		1.85		1.15		to	1.85			7.25		to	6.49
2013		41,621,978		10.7007	to		10.7298		449,385,727		1.77		1.15		to	1.85			7.01		to	7.30
M35
2015		38,061,626		11.4057	to		10.8944		423,982,545		2.32		0.65		to	2.55			(1.23	)	to	(3.11	)
2014		45,098,328		11.5472	to		11.2447		513,985,416		1.67		0.65		to	2.55			7.53		to	5.48
2013		54,392,986		10.6609	to		10.7384		582,198,307		1.66		0.65		to	2.55			6.61		to	7.38
M31
2015		6,024,171		11.4800	to		11.2673		136,388,570		0.15		1.00		to	1.85			6.48		to	5.57
2014		6,588,507		10.7810	to		10.6729		142,083,425		0.10		1.00		to	1.85			7.86		to	6.93
2013		7,603,903		8.9609	to		38.9941		150,048,532		0.23		1.00		to	1.85			34.32		to	35.48
2012		8,715,181		6.6678	to		28.8924		126,358,221		—		1.00		to	1.85			1.81		to	2.14
M80
2015		851,571		18.1802	to		29.7614		20,421,532		—		0.65		to	2.30			6.60		to	4.83
2014		947,342		17.0540	to		28.3893		21,392,555		—		0.65		to	2.30			7.98		to	6.18
2013		957,977		15.2725	to		30.3796		20,199,476		0.12		0.65		to	2.25			33.43		to	35.61
2012		1,067,867		11.4290	to		22.5272		17,349,507		—		1.15		to	2.25			1.57		to	1.99
MF1
2015		2,692,372		8.9176	to		7.9820		22,872,751		—		1.15		to	1.85			3.42		to	2.68
2014		2,925,086		8.6063	to		7.7739		24,193,882		—		1.15		to	1.85			7.61		to	6.85
2013		3,214,346		7.0908	to		8.0117		24,799,452		—		1.15		to	1.85			35.17		to	36.16
2012		3,355,284		5.2403	to		5.8842		19,045,900		—		1.15		to	1.85			2.92		to	3.19

- 145 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

10. FINANCIAL HIGHLIGHTS (CONTINUED)

	At December 31,									For the years ended December 31,
	Units		Unit Value4					Net Assets		Investment Income Ratio1		Expense Ratio lowest to highest2						Total Return3
M41
2015		1,724,133	$	11.8206	to	$	18.1534	$	33,576,678		—		1.15	%	to	2.35	%		3.23	%	to	1.98	%
2014		2,091,996		11.4506	to		17.8013		40,469,079		—		1.15		to	2.35			7.31		to	6.01
2013		2,385,661		9.7733	to		22.4833		43,834,880		—		1.15		to	2.35			33.99		to	35.64
2012		3,042,637		7.2567	to		16.5842		41,719,426		—		1.15		to	2.50			2.77		to	4.26
M05
2015		5,274,363		9.8226	to		9.7048		51,473,702		—		1.00		to	1.85			(2.87	)	to	(3.70	)
2014		5,838,882		10.1124	to		10.0778		59,042,352		—		1.00		to	1.85			1.12		to	0.78
M42
2015		4,234,433		13.2781	to		12.5030		51,679,700		—		0.65		to	2.55			(2.78	)	to	(4.64	)
2014		4,932,383		13.6580	to		13.1116		62,789,692		—		0.65		to	2.55			(8.10	)	to	(9.85	)
2013		1,244,536		14.6197	to		14.8611		18,296,470		—		0.65		to	2.10			38.25		to	40.30
2012		1,253,717		10.5720	to		10.5924		13,270,525		—		0.65		to	2.30			5.72		to	5.92
M89
2015		58,329,019		10.8924	to		10.0275		610,129,654		2.99		0.65		to	2.55			(1.23	)	to	(3.12	)
2014		67,490,902		11.0278	to		10.3501		721,401,282		2.69		0.65		to	2.55			4.93		to	2.93
2013		75,771,098		9.6804	to		10.5094		779,097,934		1.07		0.65		to	2.55			(3.81	)	to	(1.93	)
2012		85,754,971		10.0069	to		10.7163		907,744,211		0.19		0.65		to	2.55			0.07		to	6.36
2011		228,381		10.0346	to		10.0560		2,295,169		—		1.35		to	2.10			0.35		to	0.56
M82
2015		11,612,965		14.7576	to		14.0971		166,083,179		0.45		0.65		to	2.10			(0.12	)	to	(1.58	)
2014		13,506,075		14.7757	to		14.3235		195,371,707		0.56		0.65		to	2.10			9.22		to	7.63
2013		16,264,441		13.3085	to		13.5283		217,583,373		0.29		0.65		to	2.10			29.23		to	31.14
2012		21,332,345		10.2959	to		10.3158		219,815,489		—		0.65		to	2.30			2.96		to	3.16
M44
2015		13,586,264		8.5625	to		8.4762		115,876,289		4.13		1.15		to	1.85			(15.49	)	to	(16.10	)
2014		15,431,730		10.1315	to		10.1029		157,354,271		2.07		1.15		to	1.85			1.32		to	1.03
M40
2015		8,723,614		8.5486	to		8.3920		73,904,560		3.83		1.00		to	2.30			(15.61	)	to	(16.72	)
2014		9,602,330		10.1299	to		10.0768		97,018,095		1.93		1.00		to	2.30			1.30		to	0.77
M83
2015		22,857,789		10.5228	to		14.8028		291,415,553		2.19		1.15		to	2.55			(1.87	)	to	0.71
2014		26,443,285		10.7223	to		14.6986		348,288,933		1.87		1.15		to	2.55			7.22		to	7.69
2013		19,546,304		13.6487	to		13.8438		269,468,965		1.14		1.30		to	2.55			32.42		to	34.12
2012		25,592,147		10.3068	to		10.3219		264,127,204		—		1.30		to	2.55			3.07		to	3.22
M08
2015		10,766,656		14.9906	to		14.1384		146,351,882		2.02		0.65		to	2.50			(1.58	)	to	(3.41	)
2014		13,001,674		15.2310	to		14.6377		182,060,917		3.15		0.65		to	2.50			9.49		to	7.45
2013		1,001,872		13.6854	to		13.8022		13,784,206		0.99		1.35		to	2.10			32.75		to	33.77
2012		1,256,681		10.3091	to		10.3182		12,962,256		—		1.35		to	2.10			3.09		to	3.18
MB6
2015		11,089,198		28.4221	to		15.5391		290,589,545		1.57		1.15		to	1.85			(0.02	)	to	(0.74	)
2014		12,375,446		16.5128	to		15.6556		328,827,039		1.65		1.15		to	1.85			11.27		to	10.49
2013		13,963,398		13.5787	to		49.6504		335,078,758		2.04		1.15		to	1.85			33.88		to	34.85
2012		15,937,014		10.1375	to		36.9102		284,268,803		1.68		1.15		to	1.85			13.23		to	14.06
2011		18,480,552		8.9485	to		32.4419		288,462,302		1.86		1.00		to	1.85			0.09		to	0.96
MB7
2015		3,811,047		19.7201	to		21.0114		86,489,467		1.25		1.00		to	2.55			(0.14	)	to	1.91
2014		4,582,347		19.7475	to		20.6168		105,320,011		1.38		1.00		to	2.55			11.16		to	9.42
2013		5,813,652		15.9698	to		24.1277		121,852,464		1.74		1.00		to	2.55			32.59		to	34.70
2012		7,733,934		11.9588	to		17.9491		121,965,691		1.37		1.00		to	2.55			12.15		to	13.95
2011		9,632,098		10.5865	to		15.7844		134,401,254		1.56		1.00		to	2.55			(0.85	)	to	0.72

- 146 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

10. FINANCIAL HIGHLIGHTS (CONTINUED)

	At December 31,									For the years ended December 31,
	Units		Unit Value4					Net Assets		Investment Income Ratio1			Expense Ratio lowest to highest2						Total Return3
MC0
2015		2,988,943	$	22.4704	to	$	19.6641	$	63,529,911		3.96	%		1.15	%	to	1.85	%		(1.45	%)	to	(2.16	%)
2014		3,291,353		21.7244	to		20.0978		71,633,113		3.75			1.15		to	1.85			4.56		to	3.82
2013		3,586,004		19.0130	to		21.8027		74,837,112		4.08			1.15		to	1.85			(2.12	)	to	(1.41	)
2012		4,392,042		19.3030	to		22.1141		93,350,707		4.92			1.15		to	1.85			9.24		to	10.04
2011		4,609,175		17.6516	to		20.0962		89,181,631		4.84			1.15		to	1.85			4.66		to	5.42
MA0
2015		9,138,528		11.7876	to		13.5201		155,094,085		3.78			0.65		to	2.50			(1.23	)	to	(3.07	)
2014		10,219,566		11.9341	to		13.9480		177,253,081		3.62			0.65		to	2.50			4.91		to	2.95
2013		10,687,410		11.3759	to		18.0972		178,270,189		4.08			0.65		to	2.50			(3.00	)	to	(1.16	)
2012		9,751,262		11.5089	to		18.4014		166,516,251		4.64			0.65		to	2.55			8.16		to	10.28
2011		9,806,250		10.4364	to		16.7714		153,556,663		4.83			0.65		to	2.50			3.65		to	5.61
MC2
2015		4,776,662		26.5525	to		17.1351		99,683,494		0.55			1.15		to	1.85			(1.34	)	to	(2.05	)
2014		5,346,167		19.1135	to		17.4945		113,882,760		0.80			1.15		to	1.85			10.10		to	9.32
2013		5,928,013		15.4053	to		24.4424		114,679,328		0.99			1.15		to	1.85			32.13		to	33.09
2012		6,563,929		11.6470	to		18.3649		95,519,770		0.78			1.15		to	1.85			14.30		to	15.13
2011		7,453,731		10.1798	to		15.9514		94,329,872		0.95			1.00		to	1.85			(2.77	)	to	(1.93	)
MC1
2015		2,594,573		17.9804	to		14.5707		41,219,748		0.30			0.65		to	2.25			(1.05	)	to	(2.65	)
2014		2,832,185		18.1715	to		14.9667		46,069,765		0.56			0.65		to	2.25			10.34		to	8.57
2013		3,243,424		13.7856	to		25.4526		48,214,531		0.77			0.65		to	2.25			31.26		to	33.41
2012		3,536,923		10.4710	to		19.1846		39,795,981		0.54			0.65		to	2.30			13.55		to	15.48
2011		3,585,793		9.1984	to		16.7056		35,557,705		0.74			0.65		to	2.35			(3.57	)	to	(1.89	)
MC3
2015		796,990		22.3385	to		19.5780		17,765,433		0.94			1.00		to	1.85			(13.76	)	to	(14.51	)
2014		918,587		25.9038	to		22.8996		24,006,037		0.64			1.00		to	1.85			(7.66	)	to	(8.45	)
2013		1,069,130		25.0134	to		30.8705		30,332,889		1.55			1.00		to	1.85			(6.96	)	to	(6.16	)
2012		1,170,564		26.8859	to		33.0133		35,575,216		1.10			1.00		to	1.85			16.77		to	17.79
2011		1,418,256		23.0239	to		28.1271		36,670,610		0.53			1.00		to	1.85			(20.04	)	to	(19.34	)

- 147 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

10. FINANCIAL HIGHLIGHTS (CONTINUED)

	At December 31,									For the years ended December 31,
	Units		Unit Value4					Net Assets		Investment Income Ratio1			Expense Ratio lowest to highest2						Total Return3
MA1
2015		1,637,155	$	7.5307	to	$	10.4527	$	20,171,751		0.58	%		0.65	%	to	2.55	%		(13.65	%)	to	(15.30	%)
2014		1,778,352		8.7212	to		12.3414		25,532,430		0.41			0.65		to	2.55			(7.59	)	to	(9.36	)
2013		1,912,047		9.4376	to		34.9436		29,856,169		1.43			0.65		to	2.55			(7.81	)	to	(6.02	)
2012		1,981,331		10.0417	to		37.3877		33,553,289		0.89			0.65		to	2.50			15.62		to	17.83
2011		2,229,533		8.5224	to		31.9085		32,459,265		0.35			0.65		to	2.50			(20.75	)	to	(19.25	)
MC4
2015		689,912		16.5821	to		14.5958		12,301,550		2.44			1.00		to	1.85			(4.62	)	to	(5.44	)
2014		777,868		17.3851	to		15.4352		14,774,648		0.53			1.00		to	1.85			(0.28	)	to	(1.13	)
2013		935,239		15.6124	to		22.9637		17,862,748		—			1.00		to	1.85			(7.01	)	to	(6.21	)
2012		1,121,650		16.7896	to		24.5777		23,029,564		2.90			1.00		to	1.85			(1.23	)	to	(0.37	)
2011		1,256,337		16.9987	to		24.7647		26,008,011		2.26			1.00		to	1.85			4.10		to	5.00
MC5
2015		110,442		15.2941	to		15.0234		1,583,099		2.55			1.15		to	2.05			(4.96	)	to	(0.34	)
2014		118,757		16.0931	to		15.0741		1,804,378		0.19			1.15		to	2.05			(0.67	)	to	(1.57	)
2013		164,670		13.7755	to		16.4557		2,532,443		—			1.15		to	2.05			(7.37	)	to	(6.52	)
2012		136,568		14.8332	to		17.6563		2,246,301		2.50			1.15		to	2.05			(1.73	)	to	(0.83	)
2011		155,653		15.0563	to		17.8579		2,593,778		1.96			1.15		to	2.05			3.58		to	4.53
MC6
2015		1,741,127		30.4997	to		13.5259		46,420,205		0.95			1.15		to	1.85			(2.66	)	to	(3.36	)
2014		1,877,836		14.3617	to		13.9964		52,631,162		0.50			1.15		to	1.85			3.12		to	2.39
2013		2,092,115		12.7440	to		40.1105		57,215,898		0.67			1.15		to	1.85			19.01		to	19.88
2012		2,365,951		10.7025	to		33.5420		54,517,556		0.72			1.15		to	1.85			17.50		to	18.35
2011		2,773,868		9.1041	to		28.4107		53,695,583		0.68			1.15		to	1.85			(8.11	)	to	(7.45	)
MC7
2015		96,438		19.5480	to		19.8404		1,996,561		0.62			1.15		to	2.55			(2.95	)	to	(4.33	)
2014		108,002		20.1429	to		20.7381		2,299,179		0.19			1.15		to	2.55			2.86		to	1.40
2013		175,811		17.9370	to		26.0623		3,534,222		0.38			1.15		to	2.55			17.86		to	19.55
2012		179,854		15.1109	to		21.8117		3,076,199		0.47			1.15		to	2.10			16.97		to	18.11
2011		205,718		12.8853	to		18.4763		3,012,570		0.36			1.15		to	2.10			(8.62	)	to	(7.74	)

- 148 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

10. FINANCIAL HIGHLIGHTS (CONTINUED)

	At December 31,									For the years ended December 31,
	Units		Unit Value4					Net Assets		Investment Income Ratio1			Expense Ratio lowest to highest2						Total Return3
MC8
2015		4,325,426	$	21.1183	to	$	10.7590	$	93,596,211		1.26	%		1.15	%	to	1.85	%		(1.94	%)	to	(2.65	%)
2014		4,831,113		11.4495	to		11.0518		107,911,560		1.06			1.15		to	1.85			1.22		to	0.50
2013		5,432,212		9.9571	to		33.9097		120,583,776		1.56			1.15		to	1.85			21.71		to	22.59
2012		6,184,482		8.1769	to		27.7289		112,011,193		1.58			1.15		to	1.85			14.64		to	15.48
2011		7,166,923		7.1290	to		24.0719		112,370,557		1.19			1.15		to	1.85			(8.45	)	to	(7.79	)
MC9
2015		422,318		15.2657	to		19.1018		7,232,070		0.96			1.10		to	2.25			(2.18	)	to	(3.32	)
2014		486,816		15.6054	to		19.7568		8,587,086		0.75			1.10		to	2.25			1.03		to	(0.15	)
2013		571,136		14.0599	to		22.3523		9,984,130		1.25			1.10		to	2.25			20.90		to	22.32
2012		804,018		11.5821	to		18.2921		11,694,232		1.31			1.15		to	2.25			13.94		to	15.23
2011		969,870		10.1236	to		15.8830		12,311,637		0.87			1.10		to	2.25			(9.09	)	to	(8.02	)
MD0
2015		2,118,016		27.3178	to		17.4528		54,757,714		5.17			1.15		to	1.85			(3.34	)	to	(4.04	)
2014		2,357,689		19.8453	to		18.1874		63,972,507		2.80			1.15		to	1.85			3.26		to	2.53
2013		2,653,641		17.6120	to		34.6579		69,875,165		2.55			1.15		to	1.85			6.82		to	7.60
2012		2,816,638		16.4786	to		32.2897		69,236,431		1.92			1.15		to	1.85			7.52		to	8.31
2011		3,221,964		15.3179	to		29.8872		73,752,769		0.96			1.15		to	1.85			(0.33	)	to	0.40
M92
2015		61,825,683		11.8441	to		10.9963		724,423,931		4.89			0.65		to	2.55			(3.12	)	to	(4.98	)
2014		70,148,596		12.2261	to		11.5723		855,730,233		2.58			0.65		to	2.55			3.57		to	1.59
2013		78,489,983		11.3913	to		21.0923		933,031,187		2.33			0.65		to	2.55			5.77		to	7.84
2012		83,848,269		10.8365	to		19.6683		933,129,242		1.79			0.65		to	2.35			6.68		to	8.55
2011		83,798,499		10.0846	to		18.2205		868,419,521		1.02			0.65		to	2.10			(0.83	)	to	0.63
M96
2015		5,257,120		19.8742	to		15.4874		102,055,769		2.73			1.15		to	1.85			(0.67	)	to	(1.39	)
2014		5,893,305		17.1661	to		15.7056		116,290,449		2.42			1.15		to	1.85			3.65		to	2.92
2013		6,645,894		14.9236	to		24.4099		127,074,581		2.17			1.15		to	1.85			(4.40	)	to	(3.70	)
2012		7,678,114		15.5939	to		25.4107		153,265,951		3.16			1.15		to	1.85			0.62		to	1.36
2011		8,225,599		15.4818	to		25.1330		162,926,999		3.72			1.15		to	1.85			5.42		to	6.18
MD2
2015		18,001,929		10.5479	to		11.2494		233,787,906		2.39			0.65		to	2.55			(0.40	)	to	(0.96	)
2014		20,566,508		10.5899	to		11.3580		271,002,756		2.18			0.65		to	2.55			3.99		to	2.00
2013		24,621,249		10.1838	to		14.4102		314,785,436		1.93			0.65		to	2.55			(5.37	)	to	(3.53	)
2012		27,316,157		10.5561	to		15.0126		365,299,829		2.86			0.65		to	2.55			(0.35	)	to	1.60
2011		28,525,248		10.3897	to		15.0863		379,366,472		3.56			0.65		to	2.55			4.39		to	6.42

- 149 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

10. FINANCIAL HIGHLIGHTS (CONTINUED)

	At December 31,									For the years ended December 31,
	Units		Unit Value4					Net Assets		Investment Income Ratio1			Expense Ratio lowest to highest2						Total Return3
MA6
2015		2,734,375	$	19.3581	to	$	17.0090	$	61,795,969		6.84	%		1.00	%	to	1.85	%		(5.18	%)	to	(5.99	%)
2014		3,131,858		20.4147	to		18.0929		75,760,388		5.28			1.00		to	1.85			1.78		to	0.90
2013		3,573,022		17.9306	to		36.2344		85,666,186		2.34			1.00		to	1.85			4.46		to	5.36
2012		4,001,907		17.1657	to		34.5236		91,984,284		6.85			1.00		to	1.85			12.77		to	13.75
2011		4,271,067		15.2218	to		30.4675		87,099,806		8.60			1.00		to	1.85			2.21		to	3.10
MA3
2015		3,167,879		10.4323	to		15.9129		57,755,878		6.36			0.65		to	2.55			(5.04	)	to	(0.91	)
2014		3,662,907		10.9863	to		16.0598		71,238,179		4.98			0.65		to	2.55			1.87		to	(0.08	)
2013		4,518,884		10.6096	to		21.3599		87,287,128		2.08			0.65		to	2.55			3.39		to	5.41
2012		5,322,383		10.2150	to		20.3768		98,934,341		6.17			0.65		to	2.55			2.15		to	13.21
2011		4,304,415		13.1833	to		18.0081		72,995,788		8.28			1.00		to	2.55			1.22		to	2.83
M97
2015		2,078,687		17.9405	to		16.0552		40,049,140		1.55			1.00		to	1.85			(0.68	)	to	(1.54	)
2014		2,301,140		18.0638	to		16.3057		45,040,930		0.88			1.00		to	1.85			(5.93	)	to	(6.74	)
2013		2,560,681		17.2816	to		24.7827		53,514,206		1.32			1.00		to	1.85			11.81		to	12.78
2012		2,783,903		15.4481	to		22.0049		51,736,851		1.00			1.00		to	1.85			17.67		to	18.69
2011		3,253,080		13.1219	to		18.5655		51,034,318		1.09			1.00		to	1.85			(12.54	)	to	(11.78	)
MD5
2015		1,348,083		11.7007	to		10.7959		18,095,128		1.28			0.65		to	2.10			(0.55	)	to	(2.00	)
2014		1,551,892		11.7650	to		11.0160		21,003,226		0.64			0.65		to	2.10			(5.80	)	to	(7.18	)
2013		1,744,997		11.8682	to		28.1895		25,080,479		1.11			0.65		to	2.10			11.29		to	12.94
2012		1,795,206		10.5378	to		25.0992		23,166,934		0.75			0.65		to	2.30			16.78		to	18.76
2011		2,183,236		9.0238	to		21.2527		24,149,594		0.90			0.65		to	2.30			(13.15	)	to	(11.69	)
M98
2015		1,495,078		39.1244	to		23.9140		46,933,339		1.92			1.15		to	1.85			5.44		to	4.68
2014		1,587,611		24.9009	to		22.8449		47,933,176		1.92			1.15		to	1.85			0.18		to	(0.53	)
2013		1,731,827		22.7506	to		37.0357		52,302,066		1.51			1.15		to	1.85			25.54		to	26.45
2012		1,880,504		18.1128	to		29.2883		44,954,741		1.55			1.15		to	1.85			14.07		to	14.90
2011		2,220,602		15.8711	to		25.5126		46,177,756		1.21			1.15		to	1.85			(3.34	)	to	(2.64	)
M93
2015		8,395,446		15.7574	to		13.1434		118,129,065		1.68			0.65		to	2.25			5.63		to	3.93
2014		9,980,826		14.9177	to		12.6466		134,170,592		1.71			0.65		to	2.25			0.48		to	(1.14	)
2013		11,692,129		12.7038	to		32.8942		158,015,486		1.35			0.65		to	2.35			24.64		to	26.80
2012		13,665,036		10.1927	to		26.0852		146,947,171		1.40			0.65		to	2.35			13.19		to	15.17
2011		16,726,064		9.0046	to		22.7753		158,156,916		1.03			0.65		to	2.35			(4.08	)	to	(2.41	)

- 150 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

10. FINANCIAL HIGHLIGHTS (CONTINUED)

	At December 31,									For the years ended December 31,
	Units		Unit Value4					Net Assets		Investment Income Ratio1			Expense Ratio lowest to highest2						Total Return3
MD6
2015		19,246,726	$	11.7292	to	$	11.1109	$	311,395,276		0.49	%		1.00	%	to	1.85	%		(1.11	%)	to	(1.96	%)
2014		21,451,277		11.8614	to		11.3334		354,414,214		0.54			1.00		to	1.85			10.40		to	9.45
2013		24,362,512		9.6327	to		18.0749		365,928,868		0.71			1.00		to	1.85			27.98		to	29.09
2012		27,774,564		7.5228	to		14.0213		323,460,136		0.41			1.00		to	1.85			15.07		to	16.07
2011		31,914,695		6.5343	to		12.0968		321,011,298		0.57			1.00		to	1.85			(1.07	)	to	(0.21	)
MB3
2015		2,067,810		17.1139	to		18.6244		37,896,204		0.44			1.00		to	2.50			(1.33	)	to	(2.83	)
2014		2,375,862		17.3448	to		19.1662		44,673,723		0.27			1.00		to	2.50			10.12		to	8.45
2013		2,908,840		14.1592	to		22.7001		50,157,881		0.45			1.00		to	2.50			26.88		to	28.83
2012		3,365,777		11.0856	to		17.6557		45,257,479		0.12			1.00		to	2.55			13.86		to	15.68
2011		4,131,256		9.6664	to		15.2936		48,424,976		0.28			1.00		to	2.55			(1.99	)	to	(0.43	)
MCS
2012		—		—	to		—		—		0.00			1.15		to	1.85			11.24		to	11.75
2011		3,961,768		4.5726	to		5.1023		19,567,887		—			1.15		to	1.85			(7.73	)	to	(7.06	)
MC1
2012		—		—	to		—		—		0.00			1.15		to	2.50			10.53		to	11.50
2011		1,221,431		6.3459	to		14.4067		10,728,029		—			1.15		to	2.50			(8.62	)	to	(7.36	)
MD8
2015		5,440,048		12.0872	to		9.5310		63,450,866		—			1.15		to	1.85			(1.14	)	to	(1.85	)
2014		5,636,328		10.6572	to		9.7106		67,354,288		—			1.15		to	1.85			(1.15	)	to	(1.85	)
2013		6,262,253		9.8057	to		13.4938		75,746,727		—			1.15		to	1.85			(1.85	)	to	(1.14	)
2012		6,985,878		9.9804	to		13.6827		85,734,713		—			1.15		to	1.85			(1.86	)	to	(1.14	)
2011		7,697,443		10.1591	to		13.8753		96,023,462		—			1.15		to	1.85			(1.85	)	to	(1.13	)
MD9
2015		18,207,733		9.7989	to		8.3576		168,401,641		—			0.65		to	2.55			(0.65	)	to	(1.57	)
2014		20,418,070		9.8630	to		8.4905		191,840,751		—			0.65		to	2.55			(0.65	)	to	(2.55	)
2013		23,996,564		8.7127	to		10.3292		228,987,377		—			0.65		to	2.55			(2.55	)	to	(0.65	)
2012		28,245,079		8.9407	to		10.4335		273,733,380		—			0.65		to	2.55			(2.56	)	to	(0.08	)
2011		12,602,049		9.1760	to		10.5394		123,622,795		—			1.00		to	2.55			(2.54	)	to	(1.00	)
NWD
2014		—		—	to		—		—		—			1.00		to	1.85			(9.19	)	to	(9.66	)
2013		3,047,385		16.2186	to		33.0888		71,102,862		—			1.00		to	1.85			38.83		to	40.03
2012		3,463,596		11.6471	to		23.6629		57,662,794		—			1.00		to	1.85			18.97		to	20.00
2011		3,937,734		9.7602	to		19.7461		54,685,774		—			1.00		to	1.85			(12.03	)	to	(11.27	)
M1A
2014		—		—	to		—		—		—			1.00		to	2.55			(9.33	)	to	(10.19	)
2013		2,132,167		19.0015	to		32.2292		59,031,517		—			1.00		to	2.55			37.48		to	39.66
2012		2,886,757		13.7510	to		23.1232		58,254,104		—			1.00		to	2.55			17.78		to	19.66
2011		3,562,208		11.6151	to		19.3627		60,310,390		—			1.00		to	2.55			(12.83	)	to	(11.44	)

- 151 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

10. FINANCIAL HIGHLIGHTS (CONTINUED)

	At December 31,									For the years ended December 31,
	Units		Unit Value4					Net Assets		Investment Income Ratio1			Expense Ratio lowest to highest2						Total Return3
ME2
2015		1,495,623	$	24.1416	to	$	12.9781	$	24,634,929		1.93	%		1.15	%	to	1.85	%		(3.08	%)	to	(3.78	%)
2014		1,702,999		14.4470	to		13.4876		29,016,513		1.83			1.15		to	1.85			(7.95	)	to	(8.60	)
2013		1,850,203		14.5705	to		27.0563		34,295,007		0.72			1.15		to	1.85			16.81		to	17.66
2012		2,040,223		12.4675	to		22.9961		32,226,095		2.15			1.15		to	1.85			14.43		to	15.26
2011		2,377,975		10.8900	to		19.9511		32,506,107		1.99			1.15		to	1.85			(12.53	)	to	(11.90	)
ME3
2015		2,946,172		17.5735	to		17.2595		57,887,140		1.69			1.15		to	2.50			(3.32	)	to	(4.64	)
2014		3,404,092		18.1773	to		18.0998		69,538,063		1.53			1.15		to	2.50			(8.23	)	to	(9.48	)
2013		3,783,762		16.6767	to		24.2405		84,627,041		0.48			1.15		to	2.55			15.75		to	17.41
2012		4,445,030		10.6668	to		20.6568		84,955,119		1.94			0.65		to	2.55			13.31		to	15.53
2011		5,379,665		12.5734	to		17.9807		90,237,045		1.71			1.15		to	2.55			(13.33	)	to	(12.08	)
MA5
2015		1,688,630		19.4153	to		17.1175		30,929,998		5.58			1.15		to	1.85			(2.97	)	to	(3.67	)
2014		1,940,309		19.3023	to		17.7693		37,074,483		3.23			1.15		to	1.85			2.09		to	1.36
2013		2,007,250		17.3367	to		19.5978		37,490,369		3.02			1.15		to	1.85			(0.41	)	to	0.31
2012		2,221,728		17.3996	to		19.5370		41,521,964		5.37			1.15		to	1.85			8.37		to	9.16
2011		2,148,862		16.0481	to		17.8981		36,916,404		5.73			1.15		to	1.85			2.74		to	3.48
MA7
2015		378,492		17.7625	to		15.2539		6,242,579		5.56			1.15		to	2.10			(3.19	)	to	(4.12	)
2014		413,576		18.3474	to		15.9092		7,109,480		3.07			1.15		to	2.10			1.80		to	0.82
2013		424,124		15.7791	to		18.0225		7,225,862		2.91			1.15		to	2.10			(1.04	)	to	(0.08	)
2012		494,514		15.6190	to		18.0370		8,481,632		5.10			1.15		to	2.30			7.74		to	9.02
2011		636,505		14.4966	to		16.5451		10,019,560		5.49			1.15		to	2.30			1.91		to	3.11
ME4
2015		1,705,852		10.0145	to		8.3903		15,593,420		—			1.15		to	1.85			9.49		to	8.70
2014		1,904,773		8.5713	to		7.7188		16,061,741		—			1.15		to	1.85			9.44		to	8.66
2013		1,991,018		7.0989	to		8.3588		15,414,639		—			1.15		to	1.85			32.68		to	33.65
2012		2,237,212		5.3448	to		6.2552		13,006,405		—			1.15		to	1.85			12.46		to	13.29
2011		2,826,156		4.7476	to		5.5223		14,582,085		—			1.15		to	1.85			(0.70	)	to	0.02
MA2
2015		75,216		20.0550	to		19.6383		1,480,354		—			1.15		to	2.05			9.26		to	8.27
2014		79,394		18.3552	to		18.1390		1,452,311		—			1.15		to	2.05			9.14		to	8.14
2013		88,657		15.4047	to		35.3976		1,488,775		—			1.15		to	1.85			32.23		to	33.17
2012		97,822		11.6499	to		26.5938		1,233,938		—			1.15		to	1.85			12.14		to	12.94
2011		130,600		10.3887	to		23.5580		1,456,301		—			1.15		to	1.85			(0.81	)	to	(0.11	)

- 152 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

10. FINANCIAL HIGHLIGHTS (CONTINUED)

	At December 31,									For the years ended December 31,
	Units		Unit Value4					Net Assets		Investment Income Ratio1			Expense Ratio lowest to highest2						Total Return3
TRS
2013		—	$	—	to	$	—	$	—		3.92	%		1.15	%	to	1.85	%		9.13	%	to	9.62	%
2012		17,540,875		14.4819	to		37.7417		436,066,585		2.59			1.15		to	1.85			9.27		to	10.07
2011		19,776,275		13.2398	to		34.3749		447,577,850		2.66			1.15		to	1.85			0.04		to	0.77
MFJ
2013		—		—	to		—		—		3.51			0.65		to	2.55			8.50		to	9.82
2012		38,375,398		11.5397	to		16.5688		595,106,199		2.31			0.65		to	2.55			8.17		to	10.29
2011		45,326,523		10.4630	to		15.1069		643,062,830		2.38			0.65		to	2.55			(0.93	)	to	1.00
UTS
2014		—		—	to		—		—		5.57			1.15		to	1.85			10.23		to	9.76
2013		4,065,665		22.3402	to		72.3830		158,211,015		2.75			1.15		to	1.85			18.38		to	19.24
2012		4,597,504		18.8620	to		60.8539		150,920,550		4.62			1.15		to	1.85			12.03		to	12.85
2011		5,272,233		16.8280	to		54.0596		153,739,354		3.42			1.15		to	1.85			5.14		to	5.91
MFE
2014		—		—	to		—		—		5.01			1.00		to	2.30			10.14		to	9.27
2013		2,522,048		26.2756	to		47.2413		106,401,617		2.53			1.00		to	2.30			17.53		to	19.09
2012		2,966,844		12.6267	to		39.7482		106,106,149		4.40			0.65		to	2.35			11.23		to	13.18
2011		3,652,256		11.1565	to		35.3163		116,649,151		3.23			0.65		to	2.35			4.33		to	6.15
MVS
2014		—		—	to		—		—		3.20			1.15		to	1.85			1.82		to	1.38
2013		4,956,976		19.7881	to		28.7356		127,041,369		2.90			1.15		to	1.85			33.35		to	34.32
2012		5,477,388		14.8015	to		21.3937		104,795,200		1.84			1.15		to	1.85			14.06		to	14.89
2011		6,332,031		12.9442	to		18.6211		105,498,403		1.62			1.15		to	1.85			(1.85	)	to	(1.13	)
MV1
2014		—		—	to		—		—		2.77			0.65		to	2.50			2.01		to	0.86
2013		8,175,633		16.4495	to		25.7119		190,701,383		2.62			0.65		to	2.50			32.09		to	34.60
2012		10,162,634		12.2213	to		19.2092		178,140,581		1.58			0.65		to	2.50			13.06		to	15.21
2011		12,369,770		10.6076	to		16.7661		189,800,608		1.36			0.65		to	2.50			(2.78	)	to	(0.93	)

- 153 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

10. FINANCIAL HIGHLIGHTS (CONTINUED)

	At December 31,									For the years ended December 31,
	Units		Unit Value4					Net Assets		Investment Income Ratio1			Expense Ratio lowest to highest2						Total Return3
MF3
2015		5,343,286	$	17.5150	to	$	13.7037	$	77,471,696		0.32	%		0.65	%	to	2.30	%		(5.00	%)	to	(6.58	%)
2014		6,334,776		18.4370	to		14.6688		97,745,208		0.69			0.65		to	2.30			6.34		to	4.58
2013		7,735,586		13.9780	to		17.3375		113,424,430		1.43			0.65		to	2.35			41.92		to	44.39
2012		10,479,693		9.7321	to		12.0077		107,498,309		0.35			0.65		to	2.55			11.46		to	13.65
2011		12,024,401		8.8182	to		10.5658		109,689,042		0.23			0.65		to	2.35			(7.32	)	to	(5.71	)
MF5
2015		45,325,104		12.3135	to		13.4082		650,867,979		2.85			0.65		to	2.55			(1.14	)	to	(3.03	)
2014		51,303,754		12.4549	to		13.8267		752,352,396		1.53			0.65		to	2.55			3.73		to	1.75
2013		58,713,818		12.0067	to		14.4817		838,071,596		2.70			0.65		to	2.55			6.72		to	8.80
2012		68,401,135		11.0351	to		13.4043		905,908,146		2.64			0.65		to	2.55			5.93		to	8.01
2011		71,730,436		10.2172	to		12.4992		888,251,353		1.27			0.65		to	2.55			(1.93	)	to	(0.02	)
MF6
2015		112,828		24.7122	to		19.1320		2,640,528		3.97			1.35		to	2.55			(0.62	)	to	(1.82	)
2014		126,247		24.8653	to		19.4876		3,002,660		2.16			1.35		to	2.55			14.06		to	12.67
2013		162,229		17.2957	to		22.0560		3,387,519		5.26			1.35		to	2.55			2.31		to	3.57
2012		187,171		16.9055	to		21.3719		3,725,321		1.04			1.35		to	2.55			26.70		to	28.27
2011		253,031		13.3426	to		16.7212		3,946,846		6.77			1.35		to	2.55			(9.94	)	to	(8.84	)
MF7
2015		4,791,411		14.1003	to		14.6231		77,277,420		3.27			0.65		to	2.50			(0.18	)	to	(2.04	)
2014		5,660,139		14.1263	to		14.9281		92,430,428		1.70			0.65		to	2.50			14.56		to	12.43
2013		7,368,766		12.3309	to		14.9157		106,126,893		4.54			0.65		to	2.55			2.09		to	4.08
2012		7,508,053		11.8471	to		14.4322		105,024,241		0.70			0.65		to	2.55			26.25		to	28.72
2011		9,929,655		9.2038	to		11.2921		108,995,302		6.03			0.65		to	2.55			(10.09	)	to	(8.34	)
MF9
2015		23,810,696		14.2233	to		17.3724		434,272,098		4.01			0.65		to	2.30			(0.35	)	to	(2.01	)
2014		27,011,031		14.2739	to		17.7287		499,182,175		1.40			0.65		to	2.30			4.35		to	2.62
2013		32,241,288		13.6785	to		18.1674		576,399,130		2.32			0.65		to	2.30			19.57		to	21.59
2012		34,834,038		11.2501	to		15.0481		517,571,863		2.34			0.65		to	2.30			9.80		to	11.66
2011		37,705,543		10.0750	to		13.5723		506,828,400		1.57			0.65		to	2.30			(6.11	)	to	(4.53	)
MG1
2015		14,182,033		10.4082	to		11.0116		164,263,639		0.40			0.65		to	2.30			(5.88	)	to	(7.45	)
2014		16,245,564		11.0586	to		11.8974		201,849,715		0.61			0.65		to	2.30			2.76		to	1.05
2013		18,852,264		10.7616	to		12.3808		229,948,348		—			0.65		to	2.35			(7.51	)	to	(5.90	)
2012		21,679,451		11.4363	to		13.2504		283,700,615		0.79			0.65		to	2.35			4.88		to	6.72
2011		21,180,067		10.7163	to		12.5047		262,236,569		2.01			0.65		to	2.30			9.16		to	10.99

- 154 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

10. FINANCIAL HIGHLIGHTS (CONTINUED)

	At December 31,									For the years ended December 31,
	Units		Unit Value4					Net Assets		Investment Income Ratio1			Expense Ratio lowest to highest2						Total Return3
MF2
2015		30,382,434	$	10.3725	to	$	9.4944	$	305,073,432		1.30	%		1.30	%	to	2.55	%		(0.83	%)	to	(0.99	%)
2014		36,736,454		10.4592	to		9.5891		373,635,108		1.25			1.30		to	2.55			(0.51	)	to	(1.77	)
2013		43,289,725		9.7617	to		10.5126		444,170,343		0.13			1.30		to	2.55			(1.86	)	to	(0.60	)
2012		45,178,189		9.9464	to		10.5758		468,269,992		1.15			1.30		to	2.55			(0.38	)	to	0.91
2011		50,037,729		9.9840	to		10.4806		516,137,066		1.18			1.30		to	2.55			(2.03	)	to	(0.78	)
MG2
2015		16,047,854		9.9493	to		9.5382		158,937,215		1.04			0.65		to	2.10			(0.37	)	to	(1.83	)
2014		19,532,086		9.9867	to		9.7158		196,087,648		1.06			0.65		to	2.10			(0.17	)	to	(1.62	)
2013		21,172,711		9.8761	to		10.3242		214,945,968		—			0.65		to	2.10			(1.63	)	to	(0.17	)
2012		16,475,522		10.0204	to		10.4153		169,107,917		0.92			0.65		to	2.10			(0.15	)	to	1.34
2011		17,502,438		9.8879	to		10.3509		178,971,071		0.93			0.65		to	2.10			(1.92	)	to	(0.48	)
MG3
2015		2,078,651		17.4222	to		16.0893		34,980,102		0.93			1.30		to	2.30			(3.60	)	to	(4.57	)
2014		2,458,735		18.0722	to		16.8605		43,133,660		0.97			1.30		to	2.30			8.93		to	7.83
2013		3,123,825		15.4055	to		16.5907		50,543,702		1.14			1.30		to	2.55			33.42		to	35.13
2012		4,163,118		11.5464	to		12.2773		50,057,208		1.03			1.30		to	2.55			13.40		to	14.86
2011		4,999,791		10.1822	to		10.6890		52,578,640		1.02			1.30		to	2.55			(0.14	)	to	1.14
MG4
2015		1,911,690		18.3596	to		15.9433		31,822,181		0.69			0.65		to	2.15			(3.29	)	to	(4.75	)
2014		2,084,776		18.9850	to		16.7971		36,217,594		0.76			0.65		to	2.10			9.45		to	7.85
2013		2,245,602		15.5745	to		17.3463		35,968,593		0.96			0.65		to	2.10			33.66		to	35.64
2012		2,464,431		11.6525	to		12.7888		29,350,708		0.82			0.65		to	2.10			13.57		to	15.26
2011		2,669,109		10.2605	to		11.0959		27,863,552		0.85			0.65		to	2.10			0.19		to	1.67
MG6
2015		102,938,721		13.3571	to		15.7817		1,700,470,142		3.65			0.65		to	2.25			(0.52	)	to	(2.12	)
2014		117,541,381		13.4270	to		16.1240		1,971,564,429		1.32			0.65		to	2.25			4.36		to	2.68
2013		126,127,582		12.8664	to		16.4701		2,046,366,884		2.37			0.65		to	2.35			13.77		to	15.75
2012		130,451,076		11.1157	to		14.3300		1,847,638,432		2.34			0.65		to	2.35			7.79		to	9.67
2011		132,031,901		10.1353	to		13.1593		1,721,386,983		1.19			0.65		to	2.35			(4.11	)	to	(2.45	)
MG7
2015		402,041		15.6921	to		18.2161		7,573,913		0.31			0.65		to	2.10			(3.53	)	to	(4.94	)
2014		460,623		16.2667	to		19.1628		9,081,918		0.28			0.65		to	2.10			2.52		to	1.02
2013		528,380		15.8667	to		19.7365		10,256,649		0.87			0.65		to	2.30			36.47		to	38.77
2012		774,792		11.4339	to		14.3234		10,950,659		—			0.65		to	2.10			7.29		to	8.88
2011		837,562		10.5009	to		13.2484		10,975,717		0.43			0.65		to	2.10			(8.46	)	to	(7.11	)

- 155 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

10. FINANCIAL HIGHLIGHTS (CONTINUED)

	At December 31,									For the years ended December 31,
	Units		Unit Value4					Net Assets		Investment Income Ratio1		Expense Ratio lowest to highest2						Total Return3
V44
2015		207,421	$	17.9962	to	$	16.7505	$	3,575,777		—		0.65	%	to	2.30	%		11.24	%	to	9.39	%
2014		217,510		16.1778	to		15.3122		3,398,500		—		0.65		to	2.30			5.40		to	3.65
2013		141,552		14.8423	to		15.1032		2,123,254		0.10		1.35		to	2.10			44.62		to	45.73
2012		66,327		10.2694	to		10.3639		684,152		—		1.35		to	2.05			11.70		to	12.51
2011		2,558		9.2014	to		9.2119		23,549		—		1.35		to	1.75			(7.99	)	to	(7.88	)
V43
2015		479,964		15.7736	to		14.8601		7,397,574		—		1.35		to	2.10			(7.26	)	to	(7.96	)
2014		611,449		17.0083	to		16.1461		10,179,165		—		1.35		to	2.10			0.47		to	(0.30	)
2013		738,540		16.1944	to		16.9294		12,247,977		0.22		1.35		to	2.10			34.60		to	35.63
2012		1,086,854		12.0317	to		12.4822		13,335,284		—		1.35		to	2.10			6.20		to	7.02
2011		1,270,344		11.2415	to		11.6637		14,623,674		0.23		1.35		to	2.30			(9.31	)	to	(8.43	)
O19
2015		911,851		18.1646	to		18.0266		20,459,674		—		0.65		to	2.35			2.60		to	0.84
2014		1,118,112		17.7049	to		17.8763		24,702,393		0.18		0.65		to	2.35			14.38		to	12.42
2013		1,235,424		15.0291	to		20.7651		24,194,235		0.75		0.65		to	2.35			26.39		to	28.59
2012		1,492,800		11.8246	to		16.2632		22,858,138		0.40		0.65		to	2.55			10.89		to	13.06
2011		1,706,163		10.5815	to		14.4868		23,384,048		0.11		0.65		to	2.55			(3.88	)	to	(2.01	)
O23
2015		1,051,993		9.8973	to		9.1845		10,095,675		2.01		1.30		to	2.10			(0.74	)	to	(1.55	)
2014		1,279,424		9.9711	to		9.3554		12,392,996		1.78		1.30		to	2.10			6.61		to	5.75
2013		1,457,258		8.8469	to		9.3527		13,279,282		2.13		1.30		to	2.10			10.46		to	11.37
2012		1,556,840		8.0088	to		8.3981		12,783,812		1.20		1.30		to	2.10			9.74		to	10.64
2011		1,674,843		7.2981	to		7.5719		12,476,713		2.09		1.35		to	2.10			(1.72	)	to	(0.97	)
O20
2015		1,162,408		15.3483	to		18.6697		24,056,298		1.06		0.65		to	2.25			3.00		to	(1.78	)
2014		1,381,266		14.9015	to		19.0074		28,038,218		0.87		0.65		to	2.25			1.39		to	(0.24	)
2013		1,563,988		14.6968	to		21.0555		31,659,251		1.15		0.65		to	2.25			24.14		to	26.17
2012		1,669,066		11.6489	to		16.7986		27,011,227		1.95		0.65		to	2.30			18.16		to	20.16
2011		2,105,725		9.6945	to		14.0727		28,580,499		1.05		0.65		to	2.30			(10.63	)	to	(9.12	)
O21
2015		10,443,174		19.2919	to		18.9782		229,753,746		0.65		1.30		to	2.55			1.77		to	3.14
2014		13,047,751		18.9570	to		18.5676		283,142,011		0.58		1.30		to	2.55			8.97		to	7.59
2013		17,117,234		16.1184	to		21.1921		341,777,797		0.86		1.30		to	2.55			28.09		to	29.73
2012		22,420,942		12.5260	to		16.3438		346,551,891		0.65		1.30		to	2.55			13.62		to	15.09
2011		27,952,286		10.9734	to		14.2086		377,082,799		0.60		1.30		to	2.55			(2.85	)	to	(1.61	)
O04
2015		208,260		23.5667	to		28.3115		6,257,962		0.64		1.30		to	2.25			(7.31	)	to	(7.24	)
2014		240,139		25.4265	to		30.8428		7,829,293		0.63		1.30		to	2.25			10.20		to	9.14
2013		295,912		22.4228	to		31.3754		8,773,000		0.70		1.30		to	2.25			37.46		to	38.80
2012		385,170		16.2044	to		22.6169		8,255,859		0.32		1.30		to	2.30			14.95		to	16.13
2011		448,379		13.7877	to		19.4849		8,319,941		0.42		1.30		to	2.30			(4.62	)	to	(3.65	)

- 156 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

10. FINANCIAL HIGHLIGHTS (CONTINUED)

	At December 31,									For the years ended December 31,
	Units		Unit Value4					Net Assets		Investment Income Ratio1			Expense Ratio lowest to highest2						Total Return3
PH2
2015		17,585	$	11.5124	to	$	11.1420	$	200,218		5.36	%		1.35	%	to	2.10	%		(10.25	%)	to	8.04	%
2014		15,812		12.8266	to		12.5091		200,985		—			1.35		to	2.10			(0.46	)	to	(1.21	)
2013		2,964		12.6629	to		12.8855		37,848		1.74			1.35		to	2.10			16.69		to	17.59
2012		3,537		10.9583	to		10.9583		38,756		0.47			1.35		to	1.35			8.28		to	8.28
2011		7,060		10.1102	to		10.1202		71,413		—			1.35		to	1.70			1.10		to	1.20
P08
2015		1,618,473		12.5788	to		11.4590		19,696,479		2.92			1.35		to	2.25			(10.22	)	to	(11.04	)
2014		2,092,555		14.0101	to		12.8805		28,444,593		5.05			1.35		to	2.25			(0.88	)	to	(1.79	)
2013		2,482,202		13.0602	to		14.1349		34,072,842		4.90			1.35		to	2.30			(2.03	)	to	(1.08	)
2012		1,672,848		13.0886	to		14.2893		23,316,562		6.80			1.35		to	2.55			12.00		to	13.39
2011		447,883		11.8723	to		12.6023		5,491,304		6.94			1.35		to	2.30			(0.38	)	to	0.58
PC0
2015		1,909,115		10.2297	to		9.6051		18,751,715		2.84			0.65		to	2.10			(9.78	)	to	(11.10	)
2014		2,156,461		11.3384	to		10.8039		23,698,600		5.13			0.65		to	2.10			(0.20	)	to	(1.65	)
2013		2,162,181		10.9857	to		11.3609		24,033,787		4.55			0.65		to	2.10			(1.99	)	to	(0.54	)
2012		1,970,809		11.2091	to		11.4228		22,244,284		5.61			0.65		to	2.10			12.38		to	14.06
2011		763,861		9.9739	to		10.0150		7,630,325		6.79			0.65		to	2.10			(0.26	)	to	0.15
P70
2015		95,997		4.8221	to		4.5374		446,503		4.02			0.65		to	2.05			(26.15	)	to	(27.19	)
2014		77,398		6.5292	to		6.2317		491,255		0.26			0.65		to	2.05			(19.15	)	to	(20.29	)
2013		98,183		7.8180	to		8.0757		777,700		1.66			0.65		to	2.05			(16.46	)	to	(15.27	)
2012		123,399		9.3588	to		9.5310		1,163,627		2.52			0.65		to	2.05			2.96		to	4.44
2011		62,501		9.0900	to		9.1261		569,007		6.68			0.65		to	2.05			(9.10	)	to	(8.74	)
P10
2015		7,094,528		5.3448	to		4.8295		36,847,209		4.54			0.65		to	2.35			(26.19	)	to	(27.45	)
2014		6,462,517		7.2412	to		6.6573		45,945,802		0.36			0.65		to	2.35			(18.96	)	to	(20.34	)
2013		6,478,457		8.3575	to		9.0834		57,375,797		1.73			0.65		to	2.35			(16.71	)	to	(15.25	)
2012		6,600,955		10.0337	to		10.8339		69,673,586		2.78			0.65		to	2.35			2.90		to	4.70
2011		7,266,721		9.7508	to		10.4158		73,969,457		14.31			0.65		to	2.35			(9.73	)	to	(8.16	)
PK8
2015		514,828		10.8266	to		16.1760		12,770,747		5.18			0.65		to	2.55			(2.88	)	to	(4.74	)
2014		664,024		11.1479	to		16.9809		17,205,673		5.23			0.65		to	2.55			0.86		to	(1.07	)
2013		807,165		11.0524	to		27.6386		21,005,673		5.00			0.65		to	2.55			(9.34	)	to	(7.57	)
2012		954,608		11.9580	to		30.1155		27,021,992		4.93			0.65		to	2.30			15.18		to	17.13
2011		1,020,777		10.2089	to		25.8937		25,025,685		5.32			0.65		to	2.30			3.89		to	5.64

- 157 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

10. FINANCIAL HIGHLIGHTS (CONTINUED)

	At December 31,									For the years ended December 31,
	Units		Unit Value4					Net Assets		Investment Income Ratio1			Expense Ratio lowest to highest2						Total Return3
P20
2015		35,308	$	10.3522	to	$	10.0190	$	361,335		5.19	%		1.35	%	to	2.10	%		(3.66	%)	to	(4.40	%)
2014		39,674		10.7458	to		10.4797		422,707		5.08			1.35		to	2.10			0.05		to	(0.71	)
2013		50,359		10.5545	to		10.7402		537,988		4.90			1.35		to	2.10			(9.01	)	to	(8.32	)
2012		55,383		11.6001	to		11.7144		647,237		4.86			1.35		to	2.10			15.30		to	16.19
2011		41,476		10.0609	to		10.0824		417,873		0.68			1.35		to	2.10			0.61		to	0.82
PD6
2015		49,587,168		10.1180	to		10.6122		549,137,374		1.58			0.65		to	2.25			(0.91	)	to	(2.50	)
2014		56,498,567		10.2107	to		10.8847		637,259,828		2.34			0.65		to	2.25			3.89		to	2.22
2013		72,498,400		9.8283	to		11.0842		794,289,727		3.11			0.65		to	2.25			(9.98	)	to	(8.51	)
2012		90,852,198		10.7422	to		12.2009		1,098,153,881		3.19			0.65		to	2.25			6.31		to	8.06
2011		92,518,029		9.9407	to		11.3711		1,044,595,551		1.81			0.65		to	2.25			(4.00	)	to	(2.44	)
P06
2015		3,448,066		13.3416	to		13.6990		51,516,094		3.70			1.30		to	2.30			(3.97	)	to	(4.94	)
2014		4,261,623		13.8932	to		14.5017		66,613,350		1.43			1.30		to	2.30			1.76		to	0.73
2013		5,155,938		13.0181	to		16.0778		79,426,344		1.64			1.30		to	2.35			(11.35	)	to	(10.40	)
2012		5,645,895		14.6029	to		17.9528		97,276,054		1.08			1.30		to	2.35			6.19		to	7.34
2011		6,421,218		13.6738	to		16.7335		103,470,424		2.14			1.30		to	2.35			9.06		to	10.23
P07
2015		12,782,699		15.3525	to		13.3552		204,323,414		4.63			1.30		to	2.55			(0.86	)	to	(2.11	)
2014		15,806,505		15.4850	to		13.6433		256,208,609		2.15			1.30		to	2.55			2.93		to	1.62
2013		19,151,407		13.4254	to		16.4258		302,435,033		2.20			1.30		to	2.55			(4.46	)	to	(3.24	)
2012		20,657,880		14.0524	to		16.9837		338,090,727		2.57			1.30		to	2.55			6.79		to	8.17
2011		24,120,523		13.1584	to		15.7088		366,194,416		2.61			1.30		to	2.55			0.98		to	2.27
PI3
2015		2,146,145		10.6752	to		10.3318		22,655,392		0.09			1.35		to	2.10			(1.88	)	to	(2.63	)
2014		2,039,866		10.8800	to		10.6106		22,002,171		—			1.35		to	2.10			2.45		to	1.68
2013		1,907,591		10.4357	to		10.7922		20,126,427		—			0.65		to	2.10			1.90		to	3.40
2012		687,110		10.2416	to		10.3425		7,077,333		—			1.35		to	2.10			2.17		to	2.95
2011		222,829		10.0243	to		10.0457		2,236,443		—			1.35		to	2.10			0.24		to	0.46
P72
2015		915,560		17.5294	to		16.6341		15,831,203		1.42			1.35		to	2.55			(4.35	)	to	(5.52	)
2014		877,251		18.3270	to		17.6051		15,909,266		1.59			1.35		to	2.55			11.14		to	9.79
2013		635,744		16.0356	to		16.4901		10,403,998		1.27			1.35		to	2.55			29.04		to	30.63
2012		212,723		12.4677	to		12.6236		2,672,455		1.41			1.35		to	2.30			16.55		to	17.69
2011		24,071		10.7052	to		10.7266		257,899		—			1.35		to	2.05			7.05		to	7.27

- 158 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

10. FINANCIAL HIGHLIGHTS (CONTINUED)

	At December 31,									For the years ended December 31,
	Units		Unit Value4					Net Assets		Investment Income Ratio1			Expense Ratio lowest to highest2						Total Return3
3XX
2012		—	$	—	to	$	—		—		6.91	%		1.35	%	to	2.10	%		8.59	%	to	9.37	%
2011		358,397		9.7487	to		9.9895		3,542,567		2.32			1.35		to	2.10			(18.21	)	to	(17.59	)
SBI
2012		—		—	to		—		—		5.92			0.65		to	2.30			11.03		to	12.79
2011		492,505		8.5574	to		8.7044		4,250,461		0.02			0.65		to	2.25			(14.66	)	to	(13.26	)
SSA
2012		—		—	to		—		—		3.25			0.65		to	2.30			10.93		to	12.69
2011		2,632,636		9.3802	to		10.9384		26,193,175		0.72			0.65		to	2.30			(1.15	)	to	0.52
SVV
2012		—		—	to		—		—		1.24			0.65		to	2.30			8.14		to	9.86
2011		25,668,113		8.2963	to		10.3275		219,794,746		0.65			0.65		to	2.30			(6.22	)	to	(4.64	)
1XX
2012		—		—	to		—		—		—			0.01		to	0.02			11.71		to	13.48
2011		860,442		11.0483	to		14.1528		12,044,289		—			0.65		to	2.25			(3.42	)	to	(1.84	)
SLC
2012		—		—	to		—		—		1.58			1.30		to	2.55			8.18		to	9.49
2011		32,153,502		8.6350	to		9.0649		286,911,643		0.63			1.30		to	2.55			(8.54	)	to	(7.37	)
S12
2012		—		—	to		—		—		1.14			1.35		to	2.10			8.36		to	9.14
2011		1,500,444		8.6961	to		8.9528		13,280,139		0.41			1.35		to	2.10			(8.36	)	to	(7.66	)
S14
2012		—		—	to		—		—		6.20			0.65		to	2.35			10.57		to	12.38
2011		2,326,972		10.3769	to		12.5235		28,641,325		7.11			0.65		to	2.35			1.58		to	3.35
4XX
2012		—		—	to		—		—		2.91			0.65		to	2.55			5.28		to	7.21
2011		53,824,196		10.0220	to		12.2353		651,823,271		2.46			0.65		to	2.25			1.03		to	2.68
S16
2012		—		—	to		—		—		0.08			1.35		to	2.35			14.74		to	15.84
2011		3,190,123		10.1503	to		10.5521		33,258,401		—			1.35		to	2.35			(10.19	)	to	(9.27	)
LGF
2012		—		—	to		—		—		—			0.01		to	0.02			9.67		to	10.46
2011		663,785		8.1864	to		8.5485		5,569,702		0.07			1.35		to	2.10			(6.79	)	to	(6.08	)

- 159 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

10. FINANCIAL HIGHLIGHTS (CONTINUED)

	At December 31,									For the years ended December 31,
	Units		Unit Value4					Net Assets		Investment Income Ratio1			Expense Ratio lowest to highest2						Total Return3
IGB
2012		—	$	—	to	$	—		—		2.16	%		0.65	%	to	2.55	%		3.39	%	to	5.29	%
2011		13,453,290		10.4456	to		12.6212		166,269,297		3.37			0.65		to	2.35			4.28		to	6.09
CMM
2012		—		—	to		—		—		—			0.65		to	2.30			(2.16	)	to	(0.61	)
2011		14,892,335		9.2761	to		10.3511		150,078,153		—			0.65		to	2.30			(2.29	)	to	(0.65	)
W41
2015		17,210		19.1829	to		17.7642		319,237		0.01			1.35		to	2.05			(1.10	)	to	(1.81	)
2014		23,675		19.3972	to		18.0911		444,753		—			1.35		to	2.05			1.75		to	1.03
2013		28,431		17.9073	to		19.0638		526,566		0.29			1.35		to	2.05			31.82		to	32.76
2012		37,543		13.5845	to		14.3593		525,113		0.37			1.35		to	2.05			16.02		to	16.85
2011		56,247		11.7091	to		12.2887		676,190		2.12			1.35		to	2.05			(19.37	)	to	(18.79	)
W42
2015		4,229		18.1909	to		17.4081		75,099		—			1.65		to	2.05			(2.25	)	to	(2.65	)
2014		4,347		18.6096	to		17.8815		79,117		—			1.65		to	2.05			3.06		to	2.64
2013		4,578		17.4222	to		18.0578		80,974		0.14			1.65		to	2.05			31.01		to	31.55
2012		4,820		13.2981	to		13.7272		64,970		0.32			1.65		to	2.05			17.54		to	18.03
2011		4,964		11.3133	to		11.6306		56,842		—			1.65		to	2.05			(5.47	)	to	(5.08	)
W46
2015		3,851,623		11.2410	to		10.2720		41,497,667		1.24			0.65		to	2.55			(0.52	)	to	(2.42	)
2014		3,836,516		11.2995	to		10.5269		41,913,262		1.36			0.65		to	2.55			4.90		to	2.90
2013		3,349,146		10.2303	to		10.7712		35,196,445		1.25			0.65		to	2.55			(4.92	)	to	(3.07	)
2012		2,389,154		10.8060	to		11.1121		26,148,333		1.41			0.65		to	2.30			3.64		to	5.40
2011		1,392,144		10.4297	to		10.5425		14,584,779		1.53			0.65		to	2.25			4.30		to	5.43

¹  Represents the dividends, excluding distributions of capital gains, received by the Sub-Account from the underlying mutual fund, net of management fees assessed by the fund manager, divided by the average net assets. The ratio excludes those expenses, such as mortality and expense charges, that result in direct reductions in the unit values. The recognition of investment income by the Sub-Account is affected by the timing of the declaration of dividends by the underlying fund in which the Sub-Accounts invest.

²  Ratio represents the annualized contract expenses of the Sub-Account, consisting primarily of mortality and expense charges and distribution charges. The ratio includes only those expenses that result in a direct reduction to unit values. Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying fund are excluded.

³  Ratio represents the total return for the year indicated, including changes in the value of the underlying fund. The total return does not include any expenses assessed through the redemption of units; inclusion of these expenses in the calculation would result in reduction in the total return presented. The total return is calculated for each period indicated or from the effective date through the end of the reporting period. The ranges for the current year total return are based on the groupings that produced the lowest and highest expense ratios.

⁴  The unit values are not a direct calculation of net assets over the number of units allocated to the Sub-Account. The ranges for the current year unit value are based on the groupings that produced the lowest and highest expense ratios. Some unit values may be outside of the range due to timing of the related Sub-Account level’s commencement date.

- 160 -

Delaware Life Insurance Company

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

Independent Auditor’s Report,

Statutory Financial Statements as of

December 31, 2015 and 2014 and for the Years

Ended December 31, 2015, 2014 and 2013

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

TABLE OF CONTENTS

	Page
INDEPENDENT AUDITOR’S REPORT
Statutory Statements of Admitted Assets, Liabilities and Capital Stock and Surplus		1
Statutory Statements of Operations		2
Statutory Statements of Changes in Capital Stock and Surplus		3
Statutory Statements of Cash Flows		4
Notes to the Statutory Financial Statements		5

Independent Auditor’s Report

To the Board of Directors of

    Delaware Life Insurance Company

We have audited the accompanying statutory financial statements of Delaware Life Insurance Company, which comprise the statutory statements of admitted assets, liabilities and capital stock and surplus as of December 31, 2015 and 2014, and the related statutory statements of operations and changes in capital stock and surplus, and cash flows for the years ended December 31, 2015, 2014 and 2013.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the accounting practices prescribed or permitted by the Delaware Department of Insurance. Management is also responsible for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis for Adverse Opinion on U.S. Generally Accepted Accounting Principles

As described in Note 1 to the financial statements, the financial statements are prepared by the Company on the basis of the accounting practices prescribed or permitted by the Delaware Department of Insurance, which is a basis of accounting other than accounting principles generally accepted in the United States of America.

PricewaterhouseCoopers LLP, 185 Asylum Street, Suite 2400, Hartford, CT 06103-3404

T: (860) 241 7000, F: (860) 241 7590, www.pwc.com/us

The effects on the financial statements of the variances between the statutory basis of accounting described in Note 1 and accounting principles generally accepted in the United States of America, although not reasonably determinable, are presumed to be material.

Adverse Opinion on U.S. Generally Accepted Accounting Principles

In our opinion, because of the significance of the matter discussed in the “Basis for Adverse Opinion on U.S. Generally Accepted Accounting Principles” paragraph, the financial statements referred to above do not present fairly, in accordance with accounting principles generally accepted in the United States of America, the financial position of the Company as of December 31, 2015 and 2014, or the results of its operations or its cash flows for the years ended December 31, 2015, 2014 and 2013.

Opinion on Statutory Basis of Accounting

In our opinion, the financial statements referred to above present fairly, in all material respects, the admitted assets, liabilities and capital stock and surplus of the Company as of December 31, 2015 and 2014, and the results of its operations and its cash flows for the years ended December 31, 2015, 2014 and 2013, in accordance with the accounting practices prescribed or permitted by the Delaware Department of Insurance described in Note 1.

Emphasis of Matter

As discussed in Note 15, the Company recorded a restatement of gross paid-in and contributed surplus and unassigned funds under a quasi-reorganization in 2013. Our opinion is not modified with respect to this matter.

April 29, 2016

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

STATUTORY STATEMENTS OF ADMITTED ASSETS, LIABILITIES, AND CAPITAL STOCK AND SURPLUS

AS OF DECEMBER 31, 2015 AND 2014 (IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

	2015		2014
ADMITTED ASSETS
GENERAL ACCOUNT ASSETS
Debt securities	$	5,853,362	$	5,331,560
Preferred stocks		32,634		33,120
Common stocks		550,351		496,736
Mortgage loans on real estate		490,340		671,120
Properties held for sale		—		6,225
Cash, cash equivalents and short-term investments		1,536,423		2,797,104
Contract loans		630,826		623,220
Derivatives		246,437		255,524
Other invested assets		529,509		491,951
Mortgage escrow funds		3,142		6,251
Receivables for securities		8,167		33,531
Investment income due and accrued		84,071		70,786
Amounts recoverable from reinsurers		4,282		15,772
Other amounts receivable under reinsurance contracts		8,777		—
Current federal and foreign income tax recoverable		8,071		15,519
Net deferred tax asset		213,377		207,585
Receivables from parent, subsidiaries and affiliates		1,298		2,049
Cash value of Company Owned Life Insurance		89,431		89,946
Reinsurance deposit asset		1,332,097		176,764
Other assets		24,657		24,446
Total general account assets		11,647,252		11,349,209
SEPARATE ACCOUNT ASSETS		25,229,673		29,350,568
TOTAL ADMITTED ASSETS	$	36,876,925	$	40,699,777

	2015			2014
LIABILITIES, CAPITAL STOCK AND SURPLUS
GENERAL ACCOUNT LIABILITIES
Aggregate reserve for life contracts	$	7,811,011		$	7,274,572
Liability for deposit type contracts		189,353			215,544
Contract claims		45,934			36,076
Other amounts payable on reinsurance		3,232			5,327
Interest maintenance reserve		27,333			11,021
Commissions to agents due or accrued		8,358			8,248
General expenses due or accrued		51,851			58,998
Transfers from Separate Accounts due or accrued (net)		(644,905	)		(705,218	)
Remittances and items not allocated		31,013			7,302
Borrowed money and accrued interest thereon		25,000			210,022
Asset valuation reserve		151,228			154,431
Payable for securities		521,988			1,808,492
Reinsurance in unauthorized and certified companies		—			145
Funds held under reinsurance treaties with unauthorized and certified reinsurers		270,742			260,824
Funds held under coinsurance		1,332,097			176,764
Derivatives		51,090			83,125
Other liabilities		136,037			148,949
Total general account liabilities		10,011,362			9,754,622
SEPARATE ACCOUNT LIABILITIES		25,229,672			29,353,673
Total liabilities		35,241,034			39,108,295
CAPITAL STOCK AND SURPLUS:
Common capital stock, $1,000 par value – 10,000 shares authorized; 6,437 shares issued and outstanding		6,437			6,437
Surplus notes		565,000			565,000
Gross paid in and contributed surplus		653,698			653,698
Unassigned funds		410,756			366,347
Total surplus		1,629,454			1,585,045
Total capital stock and surplus		1,635,891			1,591,482
TOTAL LIABILITIES, CAPITAL STOCK AND SURPLUS	$	36,876,925		$	40,699,777

1

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

STATUTORY STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013 (IN THOUSANDS)

	2015			2014			2013
INCOME:
Premiums and annuity considerations	$	1,321,183		$	1,783,056		$	1,559,375
Considerations for supplementary contracts with life contingencies		28,768			29,190			23,283
Net investment income		381,623			50,614			(318,661	)
Amortization of interest maintenance reserve		18,777			18,502			19,884
Commissions and expense allowances on reinsurance ceded		2,932			3,676			5,402
Reserve adjustments on reinsurance ceded		—			—			(141	)
Income from fees associated with investment management, administration and contract guarantees from Separate Accounts		467,433			480,820			541,274
Change in cash value of Company Owned Life Insurance		(515	)		(54	)		—
Investment loss on reinsurance deposit asset		46,818			102,960			—
Other income		93,093			106,183			118,236
Total Income		2,360,112			2,574,947			1,948,652
BENEFITS AND EXPENSES:
Death benefits		142,344			153,679			119,471
Annuity benefits		589,120			682,288			714,186
Surrender benefits and withdrawals for life contracts		2,518,026			3,385,457			2,996,819
Interest and adjustments on contract or deposit-type contract funds		6,607			9,688			(26,269	)
Payments on supplementary contracts with life contingencies		31,740			35,769			14,146
Increase in aggregate reserves for life and accident and health contracts		536,439			644,086			(68,412	)
Total Benefits		3,824,276			4,910,967			3,749,941
Commissions on premiums, annuity considerations and deposit-type contract funds (direct business only)		119,118			109,136			105,117
Commissions and expense allowances on reinsurance assumed		123			127			132
General insurance expenses		231,294			216,356			191,813
Insurance taxes, licenses and fees, excluding federal income taxes		4,697			6,025			5,658
Net transfers (from) or to Separate Accounts net of reinsurance		(2,160,670	)		(2,749,140	)		(2,657,842	)
Investment expense (income) on funds withheld		58,979			(225,350	)		23,453
Other deductions		3,990			3,832			44,148
Total Benefits and Expenses		2,081,807			2,271,953			1,462,420
Net income (loss) from operations before federal income tax (benefit) expense and net realized capital gains (losses)		278,305			302,994			486,232
Federal income tax (benefit) expense, excluding tax on capital gains (losses)		(2,729	)		6,861			(84,275	)
Net income (loss) from operations after federal income taxes and before net realized capital gains (losses)		281,034			296,133			570,507
Net realized capital gains (losses) less capital gains tax and transfers to the interest maintenance reserve		67,719			19,628			112,373
NET INCOME	$	348,753		$	315,761		$	682,880

See notes to statutory financial statements.

2

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

STATUTORY STATEMENTS OF CHANGES IN CAPITAL STOCK AND SURPLUS

FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013 (IN THOUSANDS)

	2015			2014			2013
CAPITAL STOCK AND SURPLUS, BEGINNING OF YEAR	$	1,591,482		$	1,410,420		$	1,235,854
Net income		348,753			315,761			682,880
Change in net unrealized capital (losses) gains, net of deferred income tax		(5,299	)		424,710			(232,924	)
Change in net unrealized foreign exchange capital (losses) gains		(7,317	)		(1,413	)		(4,954	)
Change in net deferred income tax		(101,139	)		(123,660	)		(202,295	)
Change in non-admitted assets		107,496			151,478			64,940
Change in liability for reinsurance in unauthorized and certified companies		145			(129	)		(2	)
Change in asset valuation reserve		3,203			(85,470	)		(21,820	)
Surplus withdrawn (contributed to) from Separate Accounts during period		552			—			—
Changes in Separate Accounts surplus		3,106			25,443			(29,004	)
Cumulative effect of changes in accounting principles		6,255			—			—
Decrease in surplus paid in		—			—			(82,794	)
Dividends to stockholders		(311,543	)		(185,000	)		—
Stock option excess tax benefit		—			—			539
Investment benefit on funds withheld—unrealized		197			(340,658	)		—
Increase in unassigned surplus—quasi reorganization		—			—			1,851,883
Decrease in gross paid in and contributed surplus—quasi reorganization		—			—			(1,851,883	)
CAPITAL STOCK AND SURPLUS, END OF YEAR	$	1,635,891		$	1,591,482		$	1,410,420

See notes to statutory financial statements.

3

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

STATUTORY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013 (IN THOUSANDS)

	2015			2014			2013
CASH FROM OPERATIONS:
Premiums collected net of reinsurance	$	1,349,951		$	1,812,246		$	1,582,658
Net investment income		408,727			322,375			408,807
Federal and foreign income taxes received		4,077			528			73,478
Miscellaneous income		554,167			609,258			671,892
Total receipts		2,316,922			2,744,407			2,736,835
Benefits and loss related payments		3,267,558			4,317,666			3,806,068
Net transfers (from) to Separate Accounts		(2,221,535	)		(2,869,878	)		(2,693,451	)
Commissions, expenses paid and aggregate write-ins for deductions		377,301			343,135			388,367
Total payments		1,423,324			1,790,923			1,500,984
Net cash from operations		893,598			953,484			1,235,851
CASH FROM INVESTMENTS:
Proceeds from investments sold, matured, repaid or received
Debt Securities		2,287,249			2,651,165			4,130,495
Stocks		25,026			8,079			71,461
Mortgage loans		368,687			141,903			172,379
Real Estate		13,275			120,126			148,457
Other Invested Assets		83,147			285,341			139,648
Net (losses) or gains on cash, cash equivalents and short-term investments		(1,558	)		212			108
Miscellaneous proceeds		19,113			1,336,187			394,239
Total investment proceeds		2,794,939			4,543,013			5,056,787
Cost of investments acquired (long-term only):
Debt Securities		(2,827,494	)		(3,170,123	)		(1,409,340	)
Stocks		(74,352	)		(95,569	)		(715	)
Mortgage loans		(165,500	)		(61,600	)		(105,046	)
Real Estate		(173	)		(1,451	)		(16,384	)
Other Invested Assets		(94,474	)		(582,554	)		(218,365	)
Miscellaneous proceeds		(1,276,604	)		(130,491	)		(969,951	)
Total investments acquired		(4,438,597	)		(4,041,788	)		(2,719,801	)
Net (increase) decrease in contract loans and premium notes		(7,342	)		(86,505	)		27,009
Net cash from investments		(1,651,000	)		414,720			2,363,995
CASH FROM FINANCING AND MISCELLANEOUS SOURCES:
Capital and paid in surplus		—			—			(82,796	)
Borrowed funds		(185,022	)		210,023			(100,002	)
Net deposits on deposit-type contracts and other liabilities		(26,191	)		31,062			(943,849	)
Dividends to stockholders		(311,543	)		(185,000	)		—
Other cash provided (used)		19,477			(67,310	)		(1,374,505	)
Net cash from financing and miscellaneous sources		(503,279	)		(11,225	)		(2,501,152	)
Net change in cash, cash equivalents and short-term investments		(1,260,681	)		1,356,979			1,098,694
CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS:
Beginning of year		2,797,104			1,440,125			341,431
End of year	$	1,536,423		$	2,797,104		$	1,440,125

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

	2015		2014		2013
Exchanges of debt securities	$	39,626	$	192,199	$	82,024
Exchanges of preferred stock		150		—		—
Transfer of mortgages to other invested assets		—		—		11,816
Transfer of mortgages out of other invested assets		—		—		54,474
Transfer of real estate to other invested assets		—		—		11,637
Transfer of other invested assets to real estate		5,222		—		—
Transfer of bonds to common stock		18,012		—		—
Transfer of bonds to other invested assets		23,517		—		—
Distribution of previously wholly-owned subsidiary to former parent		—		—		70,700
Quasi-reorganization		—		—		1,851,883
Premium related to SPWL recapture		—		—		1,331,908

See notes to statutory financial statements.

4

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GENERAL

Delaware Life Insurance Company (the “Company”) formerly known as Sun Life Assurance Company of Canada (U.S.), is a stock life insurance company incorporated under the laws of Delaware. Effective July 21, 2014, following the receipt of all required board of directors, shareholder, and regulatory approvals, the Company’s name changed from Sun Life Assurance Company of Canada (U.S.) to Delaware Life Insurance Company. The Company is a direct wholly-owned subsidiary of Delaware Life Holdings, LLC (the “Parent”), a Delaware limited liability company. Prior to August 2, 2013, the Company was a direct wholly-owned subsidiary of Sun Life of Canada (U.S.) Holdings, Inc. (the “Former Parent”) and an indirect wholly-owned subsidiary of Sun Life Assurance Company of Canada—U.S. Operations Holdings, Inc. (“SLC—U.S. Ops Holdings”). SLC – U.S. Ops Holdings is an indirect wholly-owned subsidiary of Sun Life Financial Inc. (“SLF”), a reporting company under the Securities Exchange Act of 1934. On December 17, 2012, SLF announced the execution of a definitive agreement to sell its domestic U.S. annuity business and certain life insurance businesses to the Parent, including all of the issued and outstanding shares of the Company (the “Sale Transaction”). After receiving all required regulatory approvals, the Sale Transaction closed on August 2, 2013 with an effective date of August 1, 2013. In connection with the Sale Transaction and after receiving necessary regulatory approvals, certain transactions were executed prior to close. (Refer to Note 2 for additional information.)

The Company is authorized to transact business in 49 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands. While the Company is not authorized to transact business in the State of New York, its wholly-owned subsidiary, Delaware Life Insurance Company of New York (“DLNY”), is authorized to transact business in New York. The business of the Company and its subsidiaries includes the issuance, administration and servicing of a variety of wealth accumulation products, protection products and institutional investment contracts. These products include individual and group fixed and variable annuities, individual and group variable life insurance, individual universal life insurance, funding agreements, and group life, disability, dental and stop loss insurance.

In the normal course of business, the Company and DLNY, reinsure portions of their individual life insurance, annuity, and group insurance exposure with both affiliated and unaffiliated companies using indemnity reinsurance agreements. Effective July 31, 2013, DLNY ceded 100% of its net group life, disability, dental and stop-loss insurance to an affiliate of SLF.

On September 27, 2013, following completion of the Sale Transaction, the Company’s board of directors authorized the Company to issue funding agreements, fixed annuities, variable annuities, single premium life insurance and private placement products on a fixed and variable basis and to utilize its existing Separate Accounts in connection therewith. On November 4, 2013, the Company began writing new annuity business with the launch of a multi-year guaranteed fixed annuity.

BASIS OF PRESENTATION

The accompanying financial statements of the Company are presented on the basis of accounting principles prescribed or permitted by the Delaware Department of Insurance (the “Department”). The Department recognizes only statutory accounting practice prescribed or permitted by the State of Delaware for determining and reporting the financial condition and results of operations of an insurance company, and for determining its solvency under Delaware’s insurance laws. The National Association of Insurance Commissioners’ (“NAIC”) Accounting Practices and Procedures Manual (“NAIC SAP”) has been adopted as a component of prescribed or permitted accounting principles by the State of Delaware.

5

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

There is no difference in the Company’s net income (loss) or capital stock and surplus between NAIC SAP and practices prescribed and permitted by the State of Delaware as of and for the years ended December 31, 2015, 2014 and 2013.

Accounting principles and procedures of the NAIC as prescribed or permitted by the Department comprise a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America (“GAAP”). The more significant differences affecting the Company are as follows:

Under statutory accounting principles, financial statements are not consolidated. Investments in domestic life insurance subsidiaries, as defined by Statement of Statutory Accounting Principles (“SSAP”) No. 97— Investments in Subsidiary, Controlled and Affiliated Entities are carried at their audited net statutory equity value. The changes in value are recorded directly to surplus. Non-public, non-insurance subsidiaries and controlled partnerships are carried at their audited GAAP equity value. Dividends paid by subsidiaries to the Company are included in the Company’s net investment income.

Statutory accounting principles do not recognize the following assets or liabilities, which are recognized under GAAP: deferred policy acquisition costs, unearned premium reserve and statutory non-admitted assets. Deferred policy acquisition costs do create a temporary tax difference as disclosed in Note 14. An asset valuation reserve (“AVR”) and interest maintenance reserve (“IMR”) are established under statutory accounting principles but not under GAAP. Methods for calculating real estate investment valuation allowances differ under statutory accounting principles and GAAP. Actuarial assumptions and reserving methods differ under statutory accounting principles and GAAP. There are certain limitations on net deferred tax assets (“DTAs”) under statutory accounting principles. Contracts with a market value adjustment (“MVA”) feature are classified within the Company’s General Account under GAAP, but are classified within the Separate Accounts under statutory accounting principles.

Under GAAP, investments in fixed maturity securities classified as available-for-sale or trading are carried at their aggregate fair value. Changes in unrealized gains and losses are reported net of taxes in a separate component of stockholder’s equity for available-for-sale securities and changes in unrealized gains and losses on trading securities are recorded in net investment income. Fixed maturity securities are generally carried at amortized cost under statutory accounting principles.

All derivatives are used for hedging purposes. The majority of derivatives are carried at fair value on both a GAAP and statutory basis. Unrealized gains and losses on derivatives are recognized in income for GAAP purposes and flow through surplus on a statutory basis. The Company employs hedge accounting on a limited basis.

Life premiums are recognized as income over the premium paying period of the related policies. Annuity considerations are recognized as revenue when received. Expenses incurred in connection with acquiring new insurance business, including acquisition costs such as sales commissions, are charged to operations as incurred.

The reserves for life insurance and annuity contracts are computed in accordance with presently accepted actuarial standards, and are based on actuarial assumptions and methods (including use of published mortality tables and prescribed interest rates) which produce reserves at least as great as those required by law and/or contract provisions.

6

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

USE OF ESTIMATES

The preparation of financial statements in conformity with statutory accounting principles prescribed or permitted by the State of Delaware requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. It also requires disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. The most significant estimates are those used in determining the fair value of financial instruments, allowance for loan losses, aggregate reserves for life policies and annuity contracts, deferred income taxes, provision for income taxes, and other-than-temporary-impairments (“OTTI”) of investments.

RECLASSIFICATIONS

Effective January 1, 2014, the Company recorded $51.9 million of reserve reclassifications reducing Aggregate reserve for life contracts and increasing Liabilities for deposit type contracts. This reclassification had no impact on the Company’s net income or surplus.

Certain prior year amounts have been reclassified to conform with the current year financial statement presentation.

SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by the Company in preparing the accompanying statutory-basis financial statements:

FINANCIAL INSTRUMENTS

In the normal course of business, the Company enters into transactions involving various types of financial instruments, including cash equivalents, short-term investments, debt and equity securities, mortgage loans and derivatives. These instruments involve credit risk and also may be subject to risk of loss due to interest rate fluctuation. The Company evaluates and monitors each financial instrument individually and, when appropriate, obtains collateral or other security to minimize losses.

CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

Cash, cash equivalents and short-term investments are highly liquid securities. The Company’s cash equivalents primarily include cash, commercial paper and money market investments which have an original term to maturity of less than three months. Short-term investments include debt instruments with a term to maturity exceeding three months, but less than one year following the date of acquisition. Cash equivalents and short-term investments are stated at amortized cost, which approximates fair value.

INVESTMENTS

Debt Securities

Investments in debt securities including bonds, mortgage-backed securities (“MBS”) and asset-backed securities (“ABS”) are stated at amortized cost using the scientific method. Where the NAIC designation of the debt security has fallen to 6 and the fair value has fallen below amortized cost, they are stated at fair value. Adjustments to the value of MBS and ABS securities based on changes in cash flows, including those related to changes in prepayment assumptions, are made retrospectively. As part of this process, the NAIC

7

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

appointed a third-party vendor for each security type to develop a revised NAIC designation methodology. The ratings for residential mortgage-backed securities (“RMBS”) and commercial mortgage-backed securities (“CMBS”) are determined by comparing the insurer’s carrying value divided by the remaining par value to price ranges provided by the third-party vendor corresponding to each NAIC designation. Comparisons are initially made to the model based on amortized cost. Where the resulting rating is NAIC 6 per the model, further comparison based on fair value is required, which in some cases, results in a higher final NAIC designation.

The definition of structured securities under SSAP No. 43R, Loan Backed and Structured Securities – Revised (“SSAP No. 43R”), was modified in 2011 to include within the category of ABS certain debt securities that were previously classified by the Company as issuer obligations. The types of securities reclassified under the revised definition included certain equipment trust certificates, guaranteed contracts, secured leases and secured contracts. Certain types of ABS and MBS securities do not follow the revised rating methodology described above, including, but not limited to, equipment trust certificates, credit tenant loans, 5*/6* securities, interest-only securities, and those with Securities Valuation Office (“SVO”) assigned NAIC designations. Interest income on bonds, MBS, and ABS is recognized when earned based upon estimated principal repayments, if applicable. For debt securities subject to prepayment risk, yields are recalculated and asset balances adjusted periodically so that expected return on future cash flows matches the expected return over the life of the investment from acquisition. If the collection of all contractual cash flows is not probable, an OTTI may be indicated. The process of analyzing securities for an OTTI adjustment is further described in Note 3.

Bonds not backed by other loans are stated at amortized cost, net of OTTI, using the scientific method. Where the NAIC designation of the bond has fallen to 6 and the fair value has fallen below amortized cost, they are stated at fair value.

Preferred Stocks, Common Stocks and Other Invested Assets

Preferred stocks with an NAIC designation of 1 through 3 are stated at amortized cost. Those with NAIC designations of 4 through 6 are stated at the lower of amortized cost or fair value. Common stocks are stated at fair value, except for investments in subsidiaries. The latter are carried based on the underlying statutory equity of the subsidiary for insurance subsidiaries and GAAP equity for non-insurance subsidiaries. The Company accounts for its investments in subsidiaries in accordance with SSAP No. 97. The Company has ownership interests in joint ventures and partnerships which are carried at values based on the underlying equity of the investee in accordance with SSAP No. 48, Joint Ventures, Partnerships and Limited Liability Companies (“SSAP No. 48”), and SSAP No. 93, Accounting for Low Income Housing Tax Credit Property Investments (“SSAP No. 93”). Audited financial statements for these investments are received on an annual basis. OTTI on stocks is evaluated under the methodology described in Note 3.

Mortgage Loans on Real Estate

Mortgage loans are stated at unpaid principal balances, net of provisions for estimated losses. Mortgage loans acquired at a premium or discount are carried at amortized cost using the effective interest rate method, net of provisions for estimated losses. Purchases and sales of mortgage loans are recognized or derecognized in the Company’s Statement of Admitted Assets, Liabilities and Capital Stock and Surplus on the loan’s trade date, which is the date that the Company funds the purchase or receives the proceeds from the sale. Transaction costs on mortgage loans are capitalized on initial recognition and are recognized in the Company’s Statement of Operations using the effective interest rate method. Mortgage loans, which primarily include commercial first mortgages, are diversified by property type and geographic area throughout the United States. Mortgage loans are collateralized by the related properties and generally are no more than

8

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

75% of the property’s fair value at the time that the original loan was made. The Company regularly assesses the fair value of the collateral.

A mortgage loan is considered impaired when it is probable that the principal or interest is not collectible in accordance with the contractual terms of the loan. When a mortgage loan is classified as impaired, allowances for credit losses are established to adjust the carrying value of the loan to its net recoverable amount.

The allowance for credit losses is estimated using the present value of expected cash flows discounted at the loan’s effective interest rate or the fair value of the collateral, if the loan is collateral dependent. A specific allowance for loan loss is established for an impaired loan if the present value of expected cash flows discounted at the loan’s effective interest rate, or the fair value of the collateral less cost to sell, is less than the recorded amount of the loan. The full extent of impairment in the mortgage portfolio cannot be assessed solely by reviewing loans individually. A general allowance for loan loss is established based on an assessment of past loss experience on groups of loans with similar characteristics and current economic conditions. While management believes that it uses the best information available to establish loan loss allowances, future adjustments may become necessary if economic conditions differ from the assumptions used in calculating them.

Interest income is recognized on impaired mortgage loans when the collection of contractually specified future cash flows is probable, in which case cash receipts are recorded in accordance with the effective interest rate method. Interest income is not recognized on impaired mortgage loans and these mortgage loans are placed in a non-accrual status when the collection of contractually specified future cash flows is not probable, in which case cash receipts are applied in the following order: first against the carrying value of the loan, then against the provision, and then to income. The accrual of interest resumes when the collection of contractually specified future cash flows becomes probable based on certain facts and circumstances.

Changes in allowances for losses are recorded as changes in unrealized gains and losses to surplus. Once the conditions causing impairment improve and future payments are reasonably assured, the mortgages are no longer classified as impaired and the Company resumes accrual of income. However, if the original terms of the contract have been changed resulting in the Company providing an economic concession to the borrower at below market rates, then the mortgage is reclassified as restructured.

If the conditions causing impairment do not improve and future payments remain unassured, the Company typically derecognizes the asset through disposition or foreclosure. Uncollectible collateral-dependent loans are written off through realized losses for any difference between the carrying value and amount received for the underlying property at the time of disposition or foreclosure.

Property Held for Sale

Real estate includes properties held for sale. Properties held for sale are carried at the lower of depreciated cost or fair value, less encumbrances and disposition costs.

Contract Loans

Contract loans are carried at the amount of outstanding principal balance. Contract loans are collateralized by the related insurance policy and do not exceed the net cash surrender value of such policy.

Asset Valuation Reserve and Interest Maintenance Reserve

The AVR is established as a liability based upon a formula prescribed by the NAIC to offset potential credit-related investment losses on all invested assets, with changes in the AVR charged or credited directly to

9

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

surplus. The IMR is established as a liability to capture realized gains and losses, net of income tax, on the sale of fixed income investments, principally bonds, mortgage loans and derivatives, resulting from changes in the general level of interest rates, and is amortized into income over the remaining years to expected maturity of the assets sold.

Derivatives

As part of the Company’s overall risk management strategy, the Company uses over the counter (“OTC”) and listed options, exchange-traded futures, currency forwards, currency swaps and swaptions.

Interest rate swaps are mainly employed for duration matching purposes. Interest rate swaps are also used to hedge the guaranteed minimum living benefit in some variable annuity policies.

The Company utilizes interest rate swaps to hedge interest rate risk arising from the variability of cash flows related to certain variable rate funding agreements. These swaps were designated as cash flow hedges. Interest rate swaps that qualified for hedge accounting treatment were recognized in a manner consistent with the hedged item and were carried at amortized cost. At the date of designation, the fair value of the associated interest rate swap which had previously been recorded as an unrealized loss to surplus was fixed with subsequent amortization into income through the related policy’s maturity date. In the event a swap was not proven highly effective, it would be stated at fair value and then changes in fair value would be recorded through unrealized gains/losses within surplus. These series of funding agreements matured in 2013.

The Company utilizes listed put and call options and exchange traded futures on the Standard & Poor’s 500 Composite Stock Price Index (the “S&P 500 Index”) and other indices to hedge against stock market exposure inherent in the mortality and expense risk charges and guaranteed minimum death and living benefit features of the Company’s variable annuities. These options are stated at fair value. Changes in fair value for options are recorded in unrealized gains/losses within surplus. The daily cash variation margin settlements for futures are recorded as a component of net investment income.

Purchased OTC options on Momentum Asset Allocator (“MAA”), Cash Return on Capital Invested (“CROCI”) and certain S&P have been designated as fair value hedges of the index credits of certain fixed index annuity contracts. If proven highly effective, the options are reported at fair value. The changes in the fair value are recorded as a component of net investment income. The change in the option embedded within the policy is also marked to market through income.

The Company also purchases OTC and listed call options and exchange traded futures on the S&P 500 Index and other indices to economically hedge its obligation under certain fixed index annuity contracts. The interest credited on these 1, 3, 5, 7 and 10 year term products are based on the changes in the S&P 500 Index. Options are reported at fair value. Changes in fair value are recorded in unrealized gains/losses within surplus. The daily cash variation margin settlements for futures are recorded as a component of net investment income.

The Company uses currency swaps and currency forwards to hedge against the risk of fluctuations in foreign currency exchange rates. Currency swaps and currency forwards are marked to market. Changes in fair value are recorded as unrealized gains/losses within surplus.

Swaptions are utilized by the Company to hedge exposure to interest rate risk. At the trade date of a swaption, a premium is paid to the counterparty and recorded as an asset. At expiration, swaptions either cash settle for value, settle into an interest rate swap, or expire worthless. Swaptions are marked to market and changes in fair value are recorded in unrealized gains/losses within surplus.

10

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

POLICY AND CONTRACT RESERVES

The reserves for life insurance policies and annuity contracts are computed in accordance with presently accepted actuarial standards, and are based on actuarial assumptions and methods (including use of published mortality tables and prescribed interest rates) which produce reserves at least as great as those required by law and/or contract provisions.

Liabilities for unpaid claims consist of the estimated amount payable for claims reported but not yet settled and an estimate of claims incurred but not reported. The amounts reported are based upon historical experience, adjusted for trends and current circumstances. Management believes that the recorded liability is sufficient to provide for the associated claims adjustment expenses. Revisions of these estimates are included in operations in the year such adjustments are determined to be required.

INCOME TAXES

The Company accounts for current and deferred income taxes and recognizes reserves for income tax contingencies in accordance with SSAP No. 101, Income Taxes, A Replacement of SSAP No. 10R and SSAP No. 10 (“SSAP No. 101”). Under the applicable asset and liability method for recording deferred income taxes, deferred taxes are recognized when assets and liabilities have different values for financial statement and tax reporting purposes, using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and deferred tax liabilities (“DTLs”) is recognized in the period that includes the enactment date. Valuation allowances on DTAs are estimated based on the Company’s assessment of the reliability of such amounts. Refer to Note 14 of the Company’s financial statements for further discussion of the Company’s income taxes.

INCOME AND EXPENSES

Life insurance premiums are recognized as income over the premium paying period of the related policies. Annuity considerations are recognized as revenue when received. Expenses, such as commissions and other costs applicable to the acquisition of new business, are charged to operations as incurred.

SEPARATE ACCOUNTS

The Company has established insulated Separate Accounts applicable to various classes of contracts providing for variable benefits. Contracts for which funds are invested in insulated variable Separate Accounts include individual and group life and annuity contracts. The assets in these insulated separate accounts are carried at fair value and the investment risk associated with such assets is retained by the contract holder. These variable products provide minimum death benefits and, in certain annuity contracts, minimum accumulation, income or withdrawal benefits. The minimum guaranteed benefit reserves associated with the insulated Separate Accounts are reported in Aggregate Reserves for Life Contracts in the Company’s Statements of Admitted Assets, Liabilities, Capital Stock and Surplus.

The Company has also established non-insulated Separate Accounts for certain annuity contracts that include an MVA feature associated with fixed rates, including for amounts allocated to the fixed portion of certain combination fixed and variable deferred annuity contracts. Assets in the non-insulated Separate Accounts are carried at fair value or on a General Account basis, depending on the annuity contract being supported. The assets of the non-insulated Separate Accounts are not legally insulated and can be used by the Company to satisfy General Account obligations.

Net investment income, capital gains and losses, and changes in invested asset values on the insulated variable Separate Accounts are allocated to policyholders and therefore do not affect the operating results

11

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

of the Company. The Company earns Separate Account fees for providing administrative services and bearing the mortality risks related to contracts for which funds are invested in variable Separate Accounts.

The activity of the variable Separate Accounts is not reflected in the Company’s financial statements except for the following:

• The fees that the Company receives, which are assessed periodically and recognized as revenue when assessed.

• The activity related to the guaranteed minimum death benefit, guaranteed minimum accumulation benefit and guaranteed minimum withdrawal benefit, which is reflected in the Company’s financial statements.

• Premiums and withdrawals with offsetting transfers to/from the variable Separate Accounts are reflected in the Statement of Operations.

• Transfers from the variable Separate Accounts due and accrued, which include accrued expense allowances receivable from the variable Separate Accounts and the aggregate surplus (income) due and accrued from MVA contracts.

• The dividends-received-deduction (“DRD”), which is included in the Company’s income tax expense, is calculated based upon the variable Separate Accounts’ assets held in connection with variable contracts.

ACCOUNTING PRONOUNCEMENTS

New and Adopted Accounting Pronouncements

Effective January 1, 2015, the NAIC adopted SSAP No. 40R, “Real Estate Investments.” SSAP No. 40R provides guidance for a single real estate property investment that is wholly-owned by a limited liability company under certain conditions. The adoption of SSAP No. 40R had an impact of $6.2 million on the Company which has been recorded in Cumulative effect of changes in accounting principles, in the Statutory Statements of Changes in Capital Stock and Surplus. This amount represents the value of a previously non-admitted other invested asset which became admitted upon adoption of SSAP No. 40R.

Effective December 15, 2014, the NAIC adopted SSAP No. 107, Accounting for the Risk-Sharing Provisions of the Affordable Care Act (“SSAP No. 107”). SSAP No 107 provides guidance related to certain premium stabilization programs. The adoption of SSAP No. 107 did not have a significant impact on the financial statements of the Company.

Effective January 1, 2014, the NAIC adopted SSAP No. 106, Affordable Care Act Assessments (“SSAP No. 106”). SSAP No. 106 relates to fees paid to the federal government by health insurers. The adoption of SSAP No. 106 did not have a significant impact on the financial statements of the Company.

Effective January 1, 2014, the NAIC adopted SSAP No. 105, Working Capital Finance Investments (“SSAP No. 105”). SSAP No. 105 amended SSAP No. 20, Non-admitted Assets, to allow working capital finance investments as admitted assets to the extent they conform to the requirements of this statement. The Company currently does not have any working capital investments.

Effective January 1, 2013, the NAIC adopted SSAP No. 104, Share-Based Payments (“SSAP No. 104”). SSAP No. 104 provides statutory accounting principles for transactions in which an entity exchanges its equity instruments with employees in share-based payment transactions and adopts, with modification, GAAP guidance for stock options and stock purchase plans within Financial Accounting Standards Board (“FASB”)

12

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

Accounting Standards Codification Topic 718. The adoption of SSAP No. 104 did not have a significant impact on the financial statements of the Company.

Effective January 1, 2013, the NAIC adopted SSAP No. 103, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (“SSAP No. 103”). SSAP No. 103 replaced SSAP No. 91R of the same name and established new conditions for when a transferred financial asset is accounted for as a sale, in addition to removing the concept of a qualifying special-purpose entity. The adoption of SSAP No. 103 did not have a significant impact on the financial statements of the Company.

2. RELATED PARTY TRANSACTIONS

The Company has significant transactions with affiliates, former affiliates and other related parties. Intercompany revenues and expenses recognized under these agreements may not necessarily be indicative of costs that would be incurred if the Company operated on a stand-alone basis and if these transactions were with unrelated parties. Below is a summary of significant transactions with affiliates, former affiliates and other related parties for the reporting period.

Investments in Subsidiaries

(amounts in thousands)
		Carrying Value
		December 31,
Entity Name	Type of Subsidiary	2015		2014
DLNY	Insurance	$	401,810	$	417,563
DL Reinsurance Company	Insurance		30,573		30,000
Clarendon Insurance Agency, Inc.	Non Insurance		1,454		1,454
Total		$	433,837	$	449,017

The equity values of two other non-insurance subsidiaries; DL Information Services Canada, Inc. (“DL Canada”) and DL Information Services Ireland Limited (“DL Ireland”) totaled to $0.5 million and were non-admitted assets as of December 31, 2014. In October 2015, the Company sold its wholly-owned subsidiary, DL Information Services Ireland Limited (“DL Ireland”), for $256 thousand. The non-admitted equity value of DL Canada was $0.7 million at December 31, 2015.

In addition, the Company owns the membership interests of the following limited liability companies:DL Investment DELRE Holdings 2009-1, LLC; IDF IX, LLC; IDF X, LLC; DL Service Holdings, LLC; DL Private Placement Investment Company I, LLC; and DL Investment Holdings 2015-1, LLC. The value of certain limited liability companies without audited financial statements were non-admitted as of December 31, 2015 and as of December 31, 2014.

The Company does not own shares of an upstream intermediate entity or ultimate parent, directly or indirectly, via a downstream subsidiary, controlled, or affiliated entity.

As more fully described in Note 9, the Company is party to reinsurance transactions with affiliates and former affiliates.

13

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

Reinsurance Related Agreements

The Company entered into a reinsurance agreement with its subsidiary, DL Reinsurance Company (“DLRC”), under which the Company cedes and DLRC reinsures on a combination modified coinsurance and funds withheld coinsurance basis certain risks associated with the Company’s variable annuity contracts and associated riders (the “VA Treaty”). The VA Treaty transfers certain hedging risks from the Company to DLRC. It does not transfer insurance risks to DLRC. SSAP No. 61R–Life, Deposit-Type and Accident and Health Reinsurance, does not provide specific guidance on reinsurance contracts that do not transfer insurance risk, but transfer only hedging risk. The Department approved the VA Treaty on December 29, 2014 and it was effective December 31, 2014. As a result of the VA Treaty, gains (losses) related to the hedging, previously accounted for as other changes in capital stock and surplus and net investment income (loss), are now accounted for as investment income on reinsurance deposit asset.

The Company also entered into a reinsurance agreement with DLRC under which the Company cedes and DLRC reinsures on an indemnity coinsurance funds withheld basis the quota share of risks associated with various fixed index annuity contracts and associated riders (the “FIA Treaty”). The FIA Treaty transfers certain hedging risks from the Company to DLRC. It does not transfer insurance risks to DLRC. The Department approved the FIA Treaty on June 30, 2015, with an effective date as of January 1, 2015. As a result of the FIA Treaty, gains (losses) related to the hedging, previously accounted for as other changes in capital stock and surplus and net investment income (loss), are now accounted for as investment income on reinsurance deposit asset.

A summary of the impact of these treaties on the Company’s December 31, 2015 and December 31, 2014 Statement of Operations and Statement of Changes in Capital Stock and Surplus is set forth below:

(amounts in thousands)
	Treaty Impacts
Statement of Operations	2015			2014
Investment income on reinsurance deposit asset	$	46,818		$	102,960
Total Revenue		46,818			102,960
Investment expense on funds withheld		47,016			(237,698	)
Total policyholder benefits and expenses		47,016			(237,698	)
Net (loss) gain from operations after dividends and before federal income taxes		(198	)		340,658
Statement of Changes in Capital Stock and Surplus
Investment benefit (expense) on funds withheld—unrealized		198			(340,658	)
Net change in capital stock and surplus from reinsurance treaties		—			—

In addition, the Company recognized a reinsurance deposit accounting asset of $1,332.1 million and $176.8 million at December 31, 2015 and 2014, respectively and a corresponding amount in funds held under reinsurance liability.

14

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

On July 31, 2013, the Company consented to a Novation Agreement between its former affiliate, the U.S. Branch of the Sun Life Assurance Company of Canada (the “U.S. Branch”), and an affiliate, Delaware Life Reinsurance (Barbados) Corp. (formerly known as Sun Life Reinsurance (Barbados) No.3 Corp.) (“Barbco”).

Pursuant to the Novation Agreement, Barbco was substituted as reinsurer under a June 12, 2000 reinsurance agreement between the Company and the U.S. Branch, whereby the Company ceded to the U.S. Branch, on a yearly renewable term basis, certain risks under group flexible premium variable universal life policies. The U.S. Branch transferred $241 million of invested assets and accrued interest and $33 million of cash to Barbco to support the assumed liabilities. The Novation Agreement and transfers were effective upon the close of the Sale Transaction.

In December 2012, the Company’s board of directors approved the recapture of 100 percent of the risks under certain single premium whole life (“SPWL”) policies that were reinsured to the U.S. Branch pursuant to a December 31, 2003 reinsurance agreement. The transaction was effective for the first quarter of 2013, and the Company recorded a decrease to surplus of approximately $34.7 million.

The Company has a reinsurance agreement with Barbco, an affiliate, to cede all of the risks associated with certain of the Company’s in-force corporate and bank-owned variable universal life insurance and private placement variable universal life insurance policies on a combination coinsurance and coinsurance with funds-withheld basis. (Refer to Note 9 for more detail.)

Capital Transactions

The Company made capital contributions totaling $30 million to DLRC during the fourth quarter of 2014.

In November 2014, the Company paid a premium of $90 million to purchase life insurance through its single member limited liability company, DL Services Holdings LLC, a wholly owned subsidiary of the Company formed on November 17, 2014.

The Company made a capital contribution of $100 to IDF IX, LLC, a wholly-owned subsidiary of the Company formed on November 18, 2014.

The Company did not receive any capital contributions from the Parent or Former Parent during the years ended December 31, 2015, 2014, and 2013. In March 2014, the Company paid an ordinary dividend of $185.0 million to the Parent. In March 2015, the Company paid an ordinary dividend of $200 million to the Parent. In September 2015, the Company paid an ordinary dividend of $75 million to the Parent and received an ordinary dividend of $36.5 million from its wholly-owned subsidiary, DLNY. In November 2015, the Company paid a dividend of $36.5 million to the Parent, of which $21.1 million was ordinary and $15.4 million extraordinary. No dividends were paid during the year ended December 31, 2013.

Other Invested Assets

The Company also owned the membership interest of DL Investment DELRE Holdings 2009-1, LLC (the “LLC”), which was dissolved in 2015. The real estate asset originally held in the LLC was disposed of during 2015 (refer to Notes 1 and 5). During 2013, mortgages with a value of $11.8 million were transferred by the Company to the LLC, and $54.5 million of mortgages were transferred from the LLC. During 2013, the LLC also distributed capital of $19.4 million to the Company. There are no remaining assets as of December 31, 2015.

15

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

Debt and Surplus Note Transactions

In June 2015, Delaware Life Insurance and Annuity Company (Bermuda) Ltd (“DLIAC”), an affiliate, issued a floating rate revolving credit note payable to the Company, pursuant to which DLIAC can borrow up to $40 million from the Company. The interest on any outstanding principal amount is based on LIBOR plus 1.15%. The interest is accrued monthly and payable on the last day of the fiscal quarter. The note will mature on June 30, 2017. There was no outstanding balance at December 31, 2015.

Surplus notes previously issued by the Company to Sun Life Financial (U.S.) Finance, Inc. (“SLF Finance”), a former affiliate, were transferred as part of the Sale Transaction.

As of December 31, 2015 and 2014, the Company had $565.0 million of surplus notes outstanding. During 2013, the Company entered into an agreement with Deutsche Bank Trust Company Americas (“DBTCA”), whereby the surplus notes were taken into custody by the bank on behalf of the holders of the surplus notes (the “Noteholders”). DBTCA collects all surplus note payments and distributes such funds to the Noteholders. The DBTCA agreement allows the Noteholders to transfer any part of the surplus notes they hold, subject to the consent of the Company and with proper notice given to DBTCA. As of December 31, 2015, the Noteholders were as follows:

• EquiTrust Life Insurance Company

• Guggenheim Life and Annuity Company

• Heritage Life Insurance Company

• Midland National Life Insurance Company

• North American Company for Life and Health Insurance

• Paragon Life Insurance Company of Indiana

• Security Benefit Life Insurance Company

The details of outstanding surplus notes at December 31, 2015 and 2014 were as follows (amounts in thousands):

												Interest Paid
										Principal/		Year Ended
								Face		Carrying		December 31,
Issue Date	Type		Rate			Maturity		Amount		Value		2015 and 2014
12/15/1995		Surplus		6.150	%		12/15/2027	$	150,000	$	150,000	$	9,225
12/15/1995		Surplus		7.626	%		12/15/2032		150,000		150,000		11,439
12/15/1995		Surplus		6.150	%		12/15/2027		7,500		7,500		461
12/15/1995		Surplus		7.626	%		12/15/2032		7,500		7,500		572
12/22/1997		Surplus		8.625	%		11/6/2027		250,000		250,000		21,563
								$	565,000	$	565,000	$	43,260

The surplus notes and accrued interest thereon, shall be subordinate to payments due to policyholders, claimants and beneficiaries; as well as all other classes of creditors other than surplus note holders. After payment in full of certain obligations set forth Section 5918 of the Delaware Insurance Code, and prior to any payment to a common shareholder in respect of such shareholder’s ownership interest in the Company, the holder of a surplus note shall be entitled to receive payment in full of all amounts. The Company has no

16

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

preferred stockholders. Any redemption of a surplus note is subject to the prior written consent of the Delaware Commissioner of Insurance.

The Company expensed $43.3 million for interest on surplus notes for years ended December 31, 2015, 2014 and 2013, respectively. Total interest paid through December 31, 2015 was approximately $819.6 million. There have been no principal payments since original issuance of the notes.

Each accrual and payment of interest on the surplus notes may be made only with the prior approval of the Delaware Commissioner of Insurance and only to the extent that the Company has sufficient surplus earnings to make such payment. The Company received approval for all surplus note payments and the related accrual in the amount of $4.3 million at December 31, 2015 and 2014.

Institutional Investments Contracts

On September 12, 2006, the Company issued two floating rate funding agreements totaling $900.0 million to a former affiliate, Sun Life Financial Global Funding III, L.L.C. (“LLC III”), which matured on October 6, 2013. Total interest credited for these two funding agreements was $3.0 million for the year ended December 31, 2013. On September 19, 2006, the Company also issued a $100.0 million floating rate demand note payable to LLC III which matured during October 2013. For interest on this demand note, the Company expensed $0.5 million for the year ended December 31, 2013.

Prior to the Sale Transaction, the Company entered into an interest rate swap agreement with LLC III with an aggregate notional amount of $900.0 million that effectively converted the floating rate payment obligations under the funding agreements to fixed rate obligations.

As part of the Sale Transaction, the Company transferred bonds and cash with a value of $1,024 million to an escrow account, which was used to settle the Company’s obligations related to (1) the two floating rate funding agreements totaling $900 million issued to LLC III due in October, 2013, (2) the interest rate swap agreement with LLC III that effectively converted the floating rate payment obligations under the funding agreements to fixed rate obligations, and (3) the $100 million floating rate demand note issued to LLC III due in October 2013. The Former Parent agreed to pay any shortage of funds in the escrow account to settle the funding agreements, the interest rate swap, and the demand note. Any excess funds in the escrow account after settlement of the funding agreements, interest rate swap, and the demand note, were paid to the Former Parent.

The account values related to these funding agreements issued to LLC III were reported in the Company’s Statutory Statements of Admitted Assets, Liabilities and Capital Stock and Surplus as a component of liability for deposit-type contracts.

Administrative Services Agreements and Other

The Company is party to various related party agreements. Certain agreements with former affiliates were amended or terminated upon the close of the Sale Transaction.

For periods prior to August 1, 2013

From January 1, 2012 to July 31, 2013, the Company participated in a pension plan and other retirement plans sponsored by a former affiliate, Sun Life Financial (U.S.) Services Company, Inc. (“Sun Life Services”). Expenses under these plans were allocated to participating companies pursuant to inter-company agreements. The allocated expenses to the Company from Sun Life Services were $3.0 million for the period ended July 31, 2013.

17

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

Pursuant to an administrative services agreement between the Company and Sun Life Services. Sun Life Services agreed to provide human resource services (e.g., recruiting and maintaining appropriately trained and qualified personnel and equipment necessary for the performance of actuarial, financial, legal, administrative, and other operational support functions) to the Company, and the Company agreed to reimburse Sun Life Services for the cost of such services, plus an arms-length based profit margin to be agreed upon by the parties. Total expenses under this agreement were $38.7 million for the period ended July 31, 2013. This agreement terminated in connection with the Sale Transaction.

The Company had an administrative services agreement with Sun Life Assurance Company of Canada (“SLOC”), a former affiliate, under which the Company provided various administrative services to SLOC upon request. Pursuant to this agreement, the Company allocated amounts of $48.7 million for the period ended July 31, 2013. This agreement terminated in connection with the Sale Transaction.

The Company had an administrative services agreement with SLOC, which provided that SLOC would furnish, as requested, certain services and facilities to the Company on a cost-reimbursement basis. Expenses under this agreement amounted to approximately $12.2 million for the period ended July 31, 2013. This agreement terminated in connection with the Sale Transaction.

The Company had an administrative services agreement with Sun Life Information Services Canada, Inc. (“SLISC”), a former affiliate, under which SLISC provided administrative and support services to the Company in connection with the Company’s insurance and annuity business. Expenses under this agreement amounted to approximately $10.6 million for the period ended July 31, 2013. This agreement terminated in connection with the Sale Transaction.

The Company had service agreements with Sun Life Information Services Ireland Limited (“SLISIL”), a former affiliate, under which SLISIL provided various insurance related and information systems services to the Company. Expenses under these agreements amounted to approximately $14.1 million for the period ended July 31, 2013. These agreements terminated in connection with the Sale Transaction.

The Company had an administrative services agreement with SLC—U.S. Ops Holdings, a former affiliate, under which the Company provided administrative and investor services with respect to certain open-end management investment companies for which a former affiliate, Massachusetts Financial Services Company (“MFS”), served as the investment adviser, and which were offered to certain of the Company’s Separate Accounts established in connection with variable annuity contracts issued by the Company. Amounts recognized under this agreement amounted to approximately $11.4 million for the period ended July 31, 2013. This agreement terminated in connection with the Sale Transaction.

For periods after August 1, 2013

The Company sponsors the Delaware Life Insurance Company 401(k) Savings Plan (the “401(k) Plan”), which qualifies under Section 401(k) of the Internal Revenue Code and includes a retirement investment account feature (the “RIA”) that qualifies under Section 401(a) of the Internal Revenue Code. Income and expenses under the 401(k) Plan and the RIA are allocated to participating companies pursuant to inter-company agreements. The expenses incurred by the Company under the 401(k) Plan and the RIA were $2.8 million and $3.2 million, respectively, for the periods ended December 31, 2015 and December 31, 2014 and $1.3 million for the period August 2, 2013 to December 31, 2013, of which $0.3 million, $0.4 million and $0.1 million, respectively, were allocated to the Company’s subsidiary, DLNY.

The Company has a management services agreement with its subsidiary, DLNY, whereby the Company furnishes certain investment, actuarial and administrative services to DLNY on a cost-reimbursement basis.

18

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

The Company allocated amounts related to this agreement of $13.0 million, $14.8 million, and $12.1 million for the years ended December 31, 2015, 2014 and 2013, respectively.

The Company had an administrative services agreement with a former affiliate, Sun Capital Advisers LLC (“SCA”), an investment adviser, under which the Company provided administrative services with respect to certain open-end investment management companies for which SCA served as the investment adviser, and which were offered to certain of the Company’s Separate Accounts established in connection with variable contracts issued by the Company. Amounts recognized under this agreement amounted to approximately $0.0 million, $0.0 million, and $4.1 million for the years ended December 31, 2015, 2014 and 2013, respectively. The Company incurred $0.6 million, $1.6 million and $8.5 million in investment management fees to SCA under a separate investment services agreement for the years ended December 31, 2015, 2014 and 2013, respectively.

The Company previously leased office space to its former affiliate, SLOC, under a lease agreement with a term originally expiring on December 31, 2014. This lease was revised on January 1, 2013 in conjunction with the sale of the property to a former affiliate, the U.S. Branch.

In connection with the Company’s change in control on August 2, 2013, the Company’s controlling persons agreed that the Company would comply with the filing and other requirements contained in Section 5005(a) of the Delaware Insurance Code with respect to any transaction subject to Section 5005(a)(2) between (a) the Company, on the one hand, and (b) (I) Guggenheim Capital, LLC or a subsidiary thereof, or (II) Sammons Enterprises, Inc. or a subsidiary thereof, on the other hand. The following are agreements that the Company filed pursuant to the terms of this undertaking:

An investment management agreement between the Company and Guggenheim Partners Investment Management, LLC (“GPIM”), whereby GPIM provides investment management services for certain of the Company’s investments. Expenses incurred under this agreement amounted to approximately $9.9 million, $10.9 million and $6.7 million for the years ended December 31, 2015, 2014, and 2013 respectively.

An investment services agreement between the Company and GPIM, whereby GPIM provides services to the Company with respect to certain general account assets that GPIM does not manage for the Company under other agreements. Expenses incurred under this agreement amounted to approximately $1.6 million, $1.2 million and $0.0 million for the years ended December 31, 2015, 2014 and 2013, respectively.

A services agreement between the Company and Guggenheim Commercial Real Estate Finance, LLC (“GCREF”), whereby GCREF provides mortgage loan sourcing, origination and administration services to the Company. There were $132 thousand, $34 thousand and $0 thousand in expenses incurred related to this agreement for the years ended December 31, 2015, 2014 and 2013 respectively.

A services agreement between the Company and Guggenheim Insurance Services, LLC (“GIS”), whereby GIS provides certain personnel, facilities, systems and equipment in conjunction with the provision of accounting and general services, insurance services and other advisory services to the Company. Expenses incurred under this agreement amounted to approximately $49.5 million, $47.3 million, and $25.5 million for the years ended December 31, 2015, 2014, and 2013 respectively.

A Master Agency Agreement between the Company and Dunbarre Insurance Agency, LLC (“Dunbarre”), together with a related Commission Payment Facility Agreement and an Assignment and Assumption Agreement under which the Company authorizes Dunbarre to recruit producers to solicit and sell life insurance and annuity contracts and to accept assignment of previously recruited producers. Expenses under this agreement amounted to approximately $18.9 million in 2015. The Company did not incur expenses related to this agreement in 2014 and 2013.

19

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

A Master Agency Agreement between the Company and Divinshire Insurance Agency, LLC (“Divinshire”), together with a related Commission Payment Facility Agreement and an Assignment and Assumption Agreement under which the Company authorizes Divinshire to recruit producers to solicit and sell life insurance and annuity contracts and to accept assignment of previously recruited producers. The master agency agreement was entered into during 2015 and no expenses were incurred.

A services agreement between the Company and se², llc (“se²”), under which se² provides annuity and life insurance policy servicing and third-party administrator services to the Company. Expenses incurred under this agreement amounted to approximately $8.9 million, $3.6 million, and $0.1 million for the years ended December 31, 2015, 2014, and 2013 respectively. In addition, the Company incurred $31.4 million, $18.9 million, and $2.0 million of conversion costs related to this agreement for the years ended December 31, 2015, 2014, and 2013, respectively.

A selling agreement among the Company, GIS, and South Blacktree, LLC related to the sale of certain private placement variable universal life insurance policies and funding agreements issued by the Company as identified in the selling agreement.

The Company has an administrative services agreement dated January 1, 2002 with DLIAC, pursuant to which the Company performs various administrative services on behalf of DLIAC. Amounts allocated under this agreement amounted to approximately $0.3 million, $0.5 million and $0.2 million for the years ended December 31, 2015, 2014 and 2013, respectively.

The Company has an administrative services agreement dated December 1, 2008 with its wholly owned subsidiary, Clarendon Insurance Agency, Inc. (“Clarendon”), pursuant to which the Company provides services and facilities in connection with Clarendon’s business of supporting the wholesale distribution of the Company’s variable insurance and annuity products. The Company also has a principal underwriter’s agreement dated April 1, 2002 with Clarendon, a subsidiary, pursuant to which Clarendon serves as principal underwriter and distributor for all variable insurance and annuity products issued by the Company. There are equal and offsetting amounts incurred under these two agreements.

The Company has an administrative and tax services agreement dated January 1, 2010 with Barbco pursuant to which the Company provides administrative and tax services to Barbco on a cost-reimbursement basis. Amounts allocated under this agreement amounted to approximately $0.6 million, $35 thousand and $0.0 million for the years ended December 31, 2015, 2014 and 2013, respectively.

The Company has an assignment and assumption agreement with the Parent, pursuant to which the Parent assigned to the Company all of the Parent’s right, title and interest in and to, and the Company assumed the obligations of the Parent under, a purchaser transition services agreement dated as August 2, 2013 between the Parent and SLC—U.S. Ops Holdings.

The Company has an administrative services agreement with its subsidiary, DL Canada, pursuant to which DL Canada provides administrative and support services to the Company and its U.S. affiliates. Expenses incurred under this agreement amounted to $5.1 million and $8.2 million for the years ended December 31, 2015, and 2014, respectively and $2.9 million for the period August 2, 2013 through December 31, 2013.

The Company has an administrative services agreement dated December 22, 2014 with DLRC, pursuant to which the Company furnishes certain investment, actuarial, and administrative services to DLRC.

The Company had $1.3 million and $2.0 million due from affiliates, $0.3 million and $1.3 million due to affiliates and $13.4 million and $13.1 million, included in general expenses due or accrued to other related parties as

20

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

of December 31, 2015 and 2014, respectively, under the terms of various management and services contracts which provide for cash settlements on a quarterly or more frequent basis.

During 2015, the Company purchased several short-term investments from four affiliates, Armstrong STF IV, LLC, Marcy STF I, LLC, Redfield STF II, LLC and Wright STF III, LLC, totaling $784 million. The Company also sold a portion of these investments back to these affiliates, totaling $461 million, resulting in a pre-tax gain of $0.2 million. The Company recorded $21.7 million of investment income related to affiliated short-term investments in 2015 and the average yield was 7.23%. As of December 31, 2015, the Company held $458 million of affiliated short-term investments.

During 2014, the Company purchased several short-term investments from four affiliates, Armstrong STF IV, LLC, Marcy STF I, LLC, Redfield STF II, LLC and Wright STF III, LLC, totaling $344 million. The Company also sold a portion of these investments back to these affiliates, totaling $209 million, resulting in a pre-tax gain of $0.1 million. The Company recorded $3.9 million of investment income related to these short-term investments in 2014 and the average yield was 7.02%. As at December 31, 2014, the Company held $135 million of affiliated short-term investments.

In 2014, the Company’s wholly-owned subsidiary, DL Service Holdings, LLC, purchased corporate-owned life insurance (“COLI”) with a cash value of $89.9 million as of December 31, 2014 on the lives of key executives of the Company from Equitrust Life Insurance Company (“ELIC”), a related party. At December 31, 2015 the cash value of COLI was $89.4 million which includes policy loans incurred from ELIC totaling $68.4 million and $38.6 million during 2015 and 2014 respectively.

In 2014, the Company issued private placement variable universal life policies to ELIC through a single member LLC with a total value of $177.1 million and outstanding policy loans of $115.3 million and recognized premium income of $177.3 million. During 2015 the Company recognized additional premium income of $25.0 million. Outstanding policy loans totaled $148.1 million, including capitalized interest at December 31, 2015. The net cash value of the policies were $211.2 million and $177.4 million at December 31, 2015 and 2014, respectively.

At December 31, 2015 and 2014, the Company had investments in parties related to or managed by Guggenheim Capital, LLC or Sammons Enterprises, Inc. as follows:

	December 31
(In Thousands)	2015		2014
Debt securities	$	911,485	$	945,239
Common stocks		67,849		29,270
Short-term investments		—		69,203
Other invested assets		48,000		101,460
Total	$	1,027,334	$	1,145,172

21

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

Other Sale Transaction Related Transactions

During 2013, the Company executed the following transactions in conjunction with the Sale Transaction:

The Company sold its home office real estate property and three other properties (collectively, the “Property”) to the U.S. Branch, for a total sale price of $88.0 million. The Property was recorded as Properties held for sale as of December 31, 2012. The sale price was equal to the fair market value of the Property, including personal property, fixtures, and equipment installed in or attached to the Property. The sale of the Property resulted in a gain of $32.3 million.

Two of the Company’s real estate subsidiaries, 7101 France Avenue, LLC and 7101 France Avenue Manager, LLC, were dissolved. The conduit loan secured by the real estate owned by 7101 France Avenue, LLC was paid and the real estate was conveyed to the Company. The real estate was subsequently sold to the U.S. Branch, at a fair market value totaling $16.5 million resulting in a pre-tax gain of $4.9 million. In addition, another of the Company’s real estate subsidiaries, Sun MetroNorth, LLC, was sold to the U.S. Branch at a fair market value totaling $4.9 million, resulting in a loss of $1.5 million.

Four additional real estate properties were also sold to the U.S. Branch, a former affiliate, totaling $44.5 million and resulting in a gain of $6.8 million, including one property from the Company’s Separate Accounts for a fair market value of $0.6 million and a loss of $0.3 million.

The Company sold several mortgage loans to a former affiliate, SLOC, including its U.S. Branch, totaling $28.0 million, resulting in a gain of $0.7 million. This amount included $7.0 million in mortgage loans from the Company’s Separate Accounts. The Company also purchased mortgage loans from the U.S. Branch and other former and existing affiliates totaling $34.6 million.

On July 30, 2013, the Company sold a portfolio of externally-managed RMBS and CMBS to a former affiliate, SLOC, at a fair market value, totaling $821 million (including $283 million purchased by the U.S. Branch). Realized gains of approximately $108 million were recognized upon the sale of these securities.

The Company, as successor to Keyport Life Insurance Company (“Keyport”), which merged with and into the Company on December 31, 2003, unconditionally guaranteed the full and punctual payment when due of any obligations of its previously wholly-owned subsidiary, Independence Life and Annuity Company (“ILAC”), arising out of or in connection with any insurance or annuity contract (“Contract”) issued by ILAC on or after June 25, 1998. No Contracts were issued by ILAC after June 25, 1998. In conjunction with the Sale Transaction and the Company’s distribution of ILAC to the Former Parent, this guaranty was terminated in 2013.

The Company, as successor to Keyport, unconditionally guarantees the full and punctual payment when due of any obligations of the former Keyport Benefit Life Insurance Company (“KBL”) arising out of or in connection with any Contract issued by KBL on or after June 25, 1998 and before December 31, 2002, the date that KBL merged with and into the Company’s wholly-owned subsidiary, DLNY. The purpose of this guaranty was to enhance the financial strength of KBL. The liability of the Company under the guaranty is unlimited to any specific sum. The guaranty will not exceed contractual obligations to the policyholders of the Contracts. The cash surrender value of the Contracts at December 31, 2015 was approximately $272.5 million. At December 31, 2015 and 2014, there was no liability accrued for this guaranty.

The Company guarantees on a subordinated basis all amounts payable by DLNY to holders of certain deferred combination fixed and variable annuity contracts (“MVA Contracts”) issued by DLNY which include the option to earn a guaranteed fixed return for specified periods (“Guarantee Period”). The Company unconditionally and irrevocably guarantees the full and punctual payment when due of all amounts payable by DLNY from a

22

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

Guarantee Period to any holder. The guaranty is subject to no preconditions other than the failure by DLNY to pay when due any Guarantee Period interests. DLNY registered such Guarantee Period interests under the Securities Act of 1933 with the U.S. Securities and Exchange Commission (the “SEC”). Under the SEC’s rules, implementation of the guaranty permitted DLNY to stop filing periodic reports with the SEC pursuant to the Securities Exchange Act of 1934, and the purpose of the guaranty was to achieve that result. The Company’s guaranty in this regard guarantees the payment of amounts payable by DLNY from a Guarantee Period but does not guaranty any other obligations of DLNY under the MVA Contracts.

The obligations under the foregoing guaranty are unsecured obligations of the Company and subordinate in right of payment to the prior payment in full of all other obligations of the Company, except for guarantees which by their terms are designated as ranking equally in right of payment with or subordinate to this guaranty. The liability of the Company under the guaranty is unlimited to any specific sum. The guaranty will not exceed contractual obligations to the holders of the MVA Contracts. The total account value of the MVA Contracts was approximately $9.3 million and $9.8 million at December 31, 2015 and 2014 respectively. There is no liability accrued for this guaranty.

The Company guaranteed the full and timely payment of the obligations of Sun Life Financial Distributors, Inc. (“SLFD”), as tenant under a commercial office lease dated April 13, 2007. Prior to December 31, 2011, SLFD provided written notice to the landlord of its intention to terminate the lease effective January 14, 2013 and paid $3.5 million in surrender considerations. The maximum potential amount of future payments (undiscounted) that the Company could have been required to make under the guaranty was $0. This guaranty terminated with the termination of the office lease.

The Company recorded tax benefits (expenses) from stock options of approximately $0.5 million for the year ended December 31, 2013. Employees of the Company’s former affiliates were participants in a restricted share unit (“RSU”) plan with the Company’s former indirect parent, SLF.

The Company had an RSU plan, pursuant to which participants were granted units that were equivalent to one common share of SLF stock and had a fair value of a common share of SLF stock on the date of grant. RSUs earned dividend equivalents in the form of additional RSUs at the same rate as the dividends on common shares of SLF stock. The redemption value, upon vesting, was the fair value of an equal number of common shares of SLF stock. The Company incurred expenses of $13 thousand, $1.6 million, and $7.0 million relating to RSUs for the years ended December 31, 2015, 2014 and 2013, respectively.

23

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

3. DEBT SECURITIES AND PREFERRED STOCKS

The statement value and fair value of the Company’s debt securities and preferred stocks were as follows:

	December 31, 2015
			Gross		Gross
	Statement		Unrealized		Unrealized			Estimated
(In Thousands)	Value		Gains		Losses			Fair Value
Debt Securities:
Foreign Government	$	—	$	—	$	—		$	—
U.S. Governments		225,249		518		(1,034	)		224,733
All Other Governments		20,059		1,378		(18	)		21,419
U.S. States, Territories and Possessions (Direct and Guaranteed)		8,805		185		(188	)		8,802
U.S. Special Revenue and Special Assessment Obligations and all Non-Guaranteed Obligations of Agencies and Authorities of Governments and Their Political Subdivisions		213,464		5,949		(2,171	)		217,242
Industrial and Miscellaneous (Unaffiliated)		5,352,038		66,553		(162,162	)		5,256,429
Hybrid Securities		33,747		760		(6,535	)		27,972
Total debt securities	$	5,853,362	$	75,343	$	(172,108	)	$	5,756,597
Preferred Stocks	$	32,634	$	424	$	(997	)	$	32,061
	December 31, 2014
			Gross		Gross
	Statement		Unrealized		Unrealized			Estimated
(In Thousands)	Value		Gains		Losses			Fair Value
Debt Securities:
Foreign Government	$	—	$	—	$	—		$	—
U.S. Governments		267,085		3,191		(564	)		269,712
All Other Governments		7,915		335		—			8,250
U.S. States, Territories and Possessions (Direct and Guaranteed)		936		115		—			1,051
U.S. Special Revenue and Special Assessment Obligations and all Non-Guaranteed Obligations of Agencies and Authorities of Governments and Their Political Subdivisions		238,855		8,839		(1,034	)		246,660
Industrial and Miscellaneous (Unaffiliated)		4,723,043		147,402		(28,089	)		4,842,356
Hybrid Securities		93,726		7,151		(2,504	)		98,373
Total Debt Securities	$	5,331,560	$	167,033	$	(32,191	)	$	5,466,402
Preferred Stocks	$	33,120	$	273	$	(743	)	$	32,650

The statement value and estimated fair value by maturity periods for debt securities, other than ABS and MBS are shown below. Actual maturities may differ from contractual maturities on ABS and MBS because

24

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

borrowers may have the right to call or prepay obligations with or without call or prepayment penalties; accordingly, the contractual maturities for those securities are not shown.

	December 31, 2015
	Statement		Estimated
(In Thousands)	Value		Fair Value
Due in one year or less	$	64,183	$	64,337
Due after one year through five years		817,503		819,377
Due after five years through ten years		1,087,720		1,075,160
Due after ten years		1,252,095		1,205,609
Total before asset and mortgage-backed securities		3,221,501		3,164,483
Asset and mortgage-backed securities		2,631,861		2,592,114
Total	$	5,853,362	$	5,756,597

Proceeds from sales and maturities of investments in debt securities and preferred stock during 2015, 2014 and 2013, were $2.4 billion, $2.7 billion and $4.1 billion, including non-cash transactions of $41.5 million, $192.2 million and $82.0 million, respectively; gross gains were $45.6 million, $69.1 million and $264.3 million respectively; and gross losses were $10.3 million, $8.6 million and $23.4 million, respectively.

Debt securities included above with a statement value of approximately $4.1 million, $4.1 million and $4.2 million for the years ended December 31, 2015, 2014 and 2013, respectively were on deposit with governmental authorities as required by law.

Investment grade debt securities were 94.1%, 91.0% and 96.3% of the Company’s total debt securities as of December 31, 2015, 2014 and 2013, respectively.

The fair value of publicly-traded debt securities is determined using three primary pricing methods: third-party pricing services, non-binding broker quotes and pricing models. Prices are first sought from third- party pricing services with the remaining unpriced securities priced using one of the other two methods. For privately-placed fixed maturity securities, fair values are estimated using model prices or broker quotes. A portion of privately-placed fixed maturity securities (typically SEC Rule 144A securities) are priced using market prices.

Structured securities, such as ABS, RMBS and CMBS, are priced using third-party pricing services, a fair value model, or independent broker quotations. Typical inputs used by these three pricing methods include, but are not limited to, reported trades, benchmark yields, issuer spreads, bids and/or estimated cash flows and prepayment speeds. In addition, estimates of expected future prepayments are factors in determining the price of ABS, RMBS and CMBS. These estimates are based on the underlying collateral and structure of the security, as well as prepayment speeds previously experienced in the market at interest rate levels projected for the underlying collateral. Actual prepayment experience may vary from these estimates. Exposure to any single issuer is less than 10% of net admitted assets.

The fair value of the Company’s preferred stocks is first based on quoted market prices. Similar to fixed-maturity securities, the Company uses pricing services and broker quotes to price preferred stocks for which the quoted market price is not available.

Other-than-temporary-impairment

The Company recognizes and measures OTTI for loan-backed and structured securities (“LBSS”) in accordance with SSAP No. 43R. In accordance with SSAP No. 43R, if the fair value of a LBSS is less than

25

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

its amortized cost basis at the Statutory Statements of Admitted Assets, Liabilities and Capital Stock and Surplus date, the Company assesses whether the impairment is an OTTI. When an OTTI has occurred, the amount of OTTI recognized in earnings is the difference between the amortized cost basic of the security and the present value of its expected future cash flows, discounted at the effective interest rate implicit in the security.

If the Company intends to sell the LBSS, or if it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis, an OTTI is considered to have occurred. The amount of the OTTI recognized in earnings is the difference between the amortized cost basis and the fair value of the security.

If the Company does not intend to sell the LBSS, or if it is not more likely than not that it will be required to sell the security before recovery of its amortized cost basis, the Company performs cash-flow based testing to determine if the present value of its expected future cash flows discounted at the effective interest rate implicit in the security is less than its amortized cost basis.

Estimating future cash flows is a quantitative and qualitative process that incorporates information received from third parties, along with assumptions and judgments about the future performance of the underlying collateral. Losses incurred on the respective portfolios are based on loss models using assumptions about key systematic risks, such as unemployment rates and housing prices, and loan specific information, such as delinquency rates and loan-to-value ratios.

OTTI was recognized during 2013 on LBSS that the Company had intent to sell in conjunction with the Sale Transaction, as defined in Note 1. OTTI was recognized during 2013 for preferred hybrid securities. There were no credit impairments recorded in 2015 and 2014 on LBSS held as of December 31, 2015 and 2014 pursuant to SSAP No. 43R.

If the fair value of a debt security, other than those subject to SSAP No. 43R, is less than its amortized cost basis at the Statement of Admitted Assets, Liabilities and Capital Stock and Surplus date, the Company assesses whether the impairment is an OTTI. When an OTTI has occurred, the amount of OTTI recognized in earnings is the difference between the amortized cost basis of the security and its fair value.

If the Company intends to sell the debt security, or if it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis, an OTTI is considered to have occurred. If the Company does not intend to sell the debt security, or if it is not more likely than not that it will be required to sell the security before recovery of its amortized cost basis, the Company employs a portfolio monitoring process to identify securities that are OTTI.

The Company has a credit committee composed of investment and finance professionals which meets at least quarterly to review individual issues or issuers that may be of concern.In determining whether a security is OTTI, the credit committee considers the factors described below. The process involves a quarterly screening of all securities where fair value is less than the amortized cost basis. Discrete credit events, such as a ratings downgrade, are also used to identify securities that may be OTTI. The securities identified are then evaluated based on issuer-specific facts and circumstances, such as the issuer’s ability to meet current and future interest and principal payments, an evaluation of the issuer’s financial position and its near-term recovery prospects, difficulties being experienced by an issuer’s parent or affiliate, and management’s assessment of the outlook for the issuer’s sector. In making these evaluations, the credit committee exercises considerable judgment. Based on the credit committee’s evaluation, issues or issuers are considered for inclusion on one of the Company’s following credit lists:

“Monitor List”—A security is undergoing a heightened level of monitoring either individually or because its industry, sector, geographic location or political operating environment has been under stress.

26

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

“Watch List”—There is a preponderance of likelihood that either interest or principal will not be received according to the committee’s expectations and may result in impairment or write-offs.

“Impaired List” – The Credit Committee has concluded that the Company has the intent to sell the security, it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, or the amortized cost basis of the security is not expected to be recovered due to expected delays or shortfalls in the contractually specified cash flows. For these investments, the amount of OTTI recognized in the Company’s Statement of Operations is the difference between the amortized cost basis of the security and its fair value or discounted cash flows.

Should it be determined that a security is OTTI, the Company records a loss through an appropriate adjustment in carrying value. For the years ended December 31, 2015, 2014 and 2013, the Company incurred write-downs of debt securities totaling $1.4 million, $0.0 million and $38.6 million, respectively, including those subject to SSAP No. 43R and those which the Company had the intent to sell in connection with the Sale Transaction defined in Note 1. Of these amounts, no OTTI was related to sub-prime loans.

There are inherent risks and uncertainties in management’s evaluation of securities for OTTI. These risks and uncertainties include factors both external and internal to the Company, such as general economic conditions, an issuer’s financial condition or near-term recovery prospects, market interest rates, unforeseen events which affect one or more issuers or industry sectors, and portfolio management parameters, including asset mix, interest rate risk, portfolio diversification, duration matching, and greater than expected liquidity needs. All of these factors could impact management’s evaluation of securities for OTTI.

The gross unrealized losses and fair value of investments, which have been deemed temporarily impaired, aggregated by investment category, number of securities and length of time that the securities have been in an unrealized loss position at December 31, 2015 were as follows:

(in Thousands except # of securities)
	Less than 12 months							12 months or more							Total
			Fair		Unrealized					Fair		Unrealized					Fair		Unrealized
	#		Value		Losses			#		Value		Losses			#		Value		Losses
Debt Securities:
U.S. Governments		9	$	167,294	$	(661	)		1	$	49,734	$	(373	)		10	$	217,028	$	(1,034	)
All Other Governments		4		3,038		(18	)		—		—		—			4		3,038		(18	)
U.S. States, Territories and Possessions (Direct and Guaranteed)		3		4,325		(188	)		—		—		—			3		4,325		(188	)
U.S. Special Revenue and Special Assessment Obligations and all Non-Guaranteed Obligations of Agencies and Authorities of Governments and Their Political Subdivisions		43		80,212		(1,644	)		15		10,372		(527	)		58		90,584		(2,171	)
Industrial and Miscellaneous (Unaffiliated)		1,124		2,890,637		(143,174	)		61		225,126		(18,988	)		1,185		3,115,763		(162,162	)
Hybrid Securities		4		10,076		(2,709	)		2		10,650		(3,826	)		6		20,726		(6,535	)
Total debt securities		1,187	$	3,155,582	$	(148,394	)		79	$	295,882	$	(23,714	)		1,266	$	3,451,464	$	(172,108	)
Preferred Stocks		2	$	10,725	$	(289	)		1	$	15,412	$	(708	)		3	$	26,137	$	(997	)

27

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

The gross unrealized losses and fair value of investments, which have been deemed temporarily impaired, aggregated by investment category, number of securities and length of time that the securities have been in an unrealized loss position at December 31, 2014 were as follows:

(in Thousands except # of securities)
	Less than 12 months							12 months or more							Total
			Fair		Unrealized					Fair		Unrealized					Fair		Unrealized
	#		Value		Losses			#		Value		Losses			#		Value		Losses
Debt Securities:
U.S. Governments		—	$	—	$	—			1	$	49,602	$	(564	)		1	$	49,602	$	(564	)
U.S. States, Territories and Possessions (Direct and Guaranteed)		—		—		—			—		—		—			—		—		—
U.S. Special Revenue and Special Assessment Obligations and all Non-Guaranteed Obligations of Agencies and Authorities of Governments and Their Political Subdivisions		10		3,351		(10	)		14		23,309		(1,024	)		24		26,660		(1,034	)
Industrial and Miscellaneous (Unaffiliated)		251		1,979,021		(18,792	)		40		234,617		(9,297	)		291		2,213,638		(28,089	)
Hybrid Securities		2		18,705		(477	)		3		18,434		(2,027	)		5		37,139		(2,504	)
Total Debt Securities		263	$	2,001,077	$	(19,279	)		58	$	325,962	$	(12,912	)		321	$	2,327,039	$	(32,191	)
Preferred Stocks		2	$	8,779	$	(71	)		1	$	15,448	$	(672	)		3	$	24,227	$	(743	)

As summarized in the table below, the Company had indirect exposure to sub-prime loans with a book adjusted carrying value of $2.5 million as of December 31, 2015. This amount represented approximately three-tenths of a percent of the Company’s total invested assets. In terms of managing and mitigating sub-prime mortgage risk, the Company’s overall exposure to these investments was minimal, as shown below (in thousands):

			Book/Adjusted
			Carrying Value
			(excluding
Type	Actual Cost		interest)		Fair Value
Residential mortgage backed securities	$	4,371	$	2,483	$	2,485
Collateralized debt obligations		—		—		—
	$	4,371	$	2,483	$	2,485

28

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

As summarized in the table below, the Company had indirect exposure to sub-prime loans with a book adjusted carrying value of $3.2 million as of December 31, 2014. This amount represented approximately two-tenths of a percent of the Company’s total invested assets. The Company’s overall exposure to sub-prime mortgage risk was minimal, as shown below (in thousands):

			Book/Adjusted
			Carrying Value
			(excluding
Type	Actual Cost		interest)		Fair Value
Residential mortgage backed securities	$	3,113	$	3,154	$	3,234
Collateralized debt obligations		—		—		—
	$	3,113	$	3,154	$	3,234

4. MORTGAGE LOANS

The Company invests in commercial first mortgage loans throughout the United States. Investments are diversified by property type and geographic area. The Company monitors the condition of the mortgage loans in its portfolio. In those cases, where mortgages have been restructured, appropriate allowances for losses have been made. In those cases, where, in management’s judgment, the mortgage loans’ values are impaired, appropriate losses are recorded.

29

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

The following table shows the geographical distribution of the statement value of the Company’s mortgage loan portfolio as of December 31, 2015 and 2014 (in thousands):

	2015			2014
Alabama	$	3,850		$	8,022
Alaska		—			4,925
Arizona		9,807			11,782
California		22,566			66,065
Colorado		18,994			48,381
District of Columbia		61,401			11,658
Florida		3,274			74,456
Georgia		2,564			18,366
Idaho		1,636			1,693
Illinois		1,227			32,610
Indiana		—			1,563
Kansas		1,451			1,541
Kentucky		3,608			7,531
Louisiana		8,636			9,202
Maryland		1,376			9,488
Massachusetts		1,945			4,743
Michigan		7,821			8,101
Minnesota		21,349			22,590
Missouri		9,381			20,222
Mississippi		2,901			3,003
Montana		—			1,400
Nebraska		945			979
New Jersey		6,574			6,913
New Mexico		4,857			5,072
New York		141,387			86,679
North Carolina		11,668			19,042
North Dakota		—			—
Ohio		16,070			28,584
Oklahoma		—			—
Oregon		9,981			12,709
Pennsylvania		8,633			20,914
Rhode Island		321			405
South Carolina		18,653			22,393
Tennessee		1,533			9,186
Texas		26,580			72,912
Utah		8,557			12,236
Virginia		52,602			2,998
Washington		2,776			6,821
West Virginia		3,218			3,447
Wisconsin		4,158			4,448
General allowance for loan loss		(11,960	)		(11,960	)
Total Mortgage Loans on Real Estate	$	490,340		$	671,120

The Company had no outstanding mortgage loan commitments on real estate as of December 31, 2015 and 2014.

30

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

The Company originated 3 mortgage loans with a total cost of $165.5 million during the year ended December 31, 2015 with rates ranging from 5.24% to 6.25%, and the Company originated six mortgage loans with a total cost of $61.6 million during the year ended December 31, 2014 with rates ranging from 4.95% to 5.65% and the Company originated one mortgage loan with a total cost of $15.9 million during the year ended December 31, 2013 with a rate of 4.54%. During the years ended December 31, 2015, 2014 and 2013, the Company did not reduce interest rates on any outstanding mortgage loans. Mortgage loans are collateralized by the related properties and generally are no more than 75% of the property’s value at the time the original loan is made.

A loan is considered impaired when it is probable that the principal or interest is not collectible in accordance with the contractual terms of the loan. The allowance for credit losses is estimated using the present value of expected cash flows discounted at the loan’s effective interest rate or the fair value of the collateral, if the loan is collateral dependent. A specific allowance for loan loss is established for an impaired loan if the present value of expected cash flows discounted at the loan’s effective interest rate, or the fair value of the loan collateral, less cost to sell, is less than the recorded amount of the loan. The specific allowance for loan loss was $0.0 million and $3.5 million at December 31, 2015 and 2014, respectively. A general allowance for loan loss is established based on an assessment of past loss experience on groups of loans with similar characteristics and current economic conditions. The general allowance for loan loss was $12.0 million at December 31, 2015 and 2014. While management believes that it uses the best information available to establish the allowances, future adjustments may become necessary if economic conditions differ from the assumptions used in calculating them. At December 31, 2015 and 2014, the Company individually and collectively evaluated loans with a gross carrying value of $502.3 million and $686.5 million, respectively.

As of December 31, 2015, the Company held no restructured loans and as of December 31, 2014 the Company held 14 restructured loans with a gross book value of $35.0 million. Should the Company hold any troubled debt, the Company may modify the terms of a loan by adjusting the interest rate, extending the maturity date, or both.

Delinquency status is determined based upon the occurrence of a missed contract payment. One loan with carrying value of $1.7 million was past due for a period greater than 90 days at December 31, 2015 and was a non-admitted asset at December 31, 2015. There were no loans past due greater than 90 days at December 31, 2014.

The Company accrues interest income on impaired loans to the extent it is deemed collectible. Otherwise, receipts on non-performing loans are not recognized as interest income until the loan is no longer impaired, is sold, or is otherwise made whole. Any cash collected during the period where the loan is impaired is applied to lower its carrying value.

31

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

Other information is as follows:

Age Analysis of Mortgage Loans:

				Residential						Commercial
(In Thousands)	Farm			Insured			All Other			Insured			All Other			Mezzanine			Total
December 31, 2015
Recorded Investment (All)
Current	$	—		$	—		$	—		$	—		$	499,911		$	—		$	499,911
30—59 Days Past Due		—			—			—			—			232			—			232
60—89 Days Past Due		—			—			—			—			2,157			—			2,157
90—179 Days Past Due		—			—			—			—			—			—			—
180 + Days Past Due		—			—			—			—			—			—			—
Accruing Interest 90-179 Days Past Due
Recorded Investment	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Interest Accrued		—			—			—			—			—			—			—
Accruing Interest 180+ Days Past Due
Recorded Investment	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Interest Accrued		—			—			—			—			—			—			—
Interest Reduced
Recorded Investment	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Number of Loans		—			—			—			—			—			—			—
Percent Reduced		0	%		0	%		0	%		0	%		0	%		0	%		0	%
December 31, 2014
Recorded Investment
Current	$	—		$	—		$	—		$	—		$	682,418		$	—		$	682,418
30—59 Days Past Due		—			—			—			—			4,117			—			4,117
60—89 Days Past Due		—			—			—			—			—			—			—
90—179 Days Past Due		—			—			—			—			—			—			—
180 + Days Past Due		—			—			—			—			—			—			—
Accruing Interest 90-179 Days Past Due
Recorded Investment	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Interest Accrued		—			—			—			—			—			—			—
Accruing Interest 180+ Days Past Due
Recorded Investment	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Interest Accrued		—			—			—			—			—			—			—
Interest Reduced
Recorded Investment	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Number of Loans		—			—			—			—			—			—			—
Percent Reduced		0	%		0	%		0	%		0	%		0	%		0	%		0	%

32

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

Investment in Impaired Loans With or Without Allowance for Credit Losses:

			Residential				Commercial
(In Thousands)	Farm		Insured		All Other		Insured		All Other		Mezzanine		Total
December 31, 2015
With Allowance for Credit Losses	$	—	$	—	$	—	$	—	$	—	$	—	$	—
No Allowance for Credit Losses		—		—		—		—		—		—		—
December 31, 2014
With Allowance for Credit Losses	$	—	$	—	$	—	$	—	$	15,671	$	—	$	15,671
No Allowance for Credit Losses		—		—		—		—		35,002		—		35,002

Investment in Impaired Loans—Average Recorded Investment, Interest Income Recognized, Recorded Investments on Nonaccrual Status and Amount of Interest Income Recognized Using a Cash-Basis Method of Accounting:

			Residential				Commercial
(In Thousands)	Farm		Insured		All Other		Insured		All Other		Mezzanine		Total
December 31, 2015
Average Recorded Investment	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Interest Income Recognized		—		—		—		—		—		—		—
Recorded Investments on Nonaccrual Status		—		—		—		—		—		—		—
Amount of Interest Income Recognized Using a Cash- Basis Method of Accounting		—		—		—		—		—		—		—
December 31, 2014
Average Recorded Investment	$	—	$	—	$	—	$	—	$	2,303	$	—	$	2,303
Interest Income Recognized		—		—		—		—		2,468		—		2,468
Recorded Investments on Nonaccrual Status		—		—		—		—		15,671		—		15,671
Amount of Interest Income Recognized Using a Cash- Basis Method of Accounting		—		—		—		—		—		—		—

Allowance for Credit Losses:

(In Thousands)	2015			2014			2013
Balance at beginning of period	$	15,415		$	15,727		$	15,701
Additions charged to operations		—			1,108			1,851
Direct write-downs charged against the allowances		—			—			(96	)
Recoveries of amounts previously charged off		(3,455	)		(1,420	)		(1,729	)
Balance at end of period	$	11,960		$	15,415		$	15,727

33

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

The credit quality indicator for the Company’s mortgage loans is an internal risk-rated measure based on the borrowers’ ability to pay and the value of the underlying collateral. The internal risk rating is related to an increasing likelihood of loss, with a low quality rating representing the category in which a loss is first expected. The following table shows the recorded investment of the Company’s mortgage loans, net of allowances for credit losses, disaggregated by credit quality indicator as of December 31, 2015 and 2014:

(In Thousands) Internal Risk Rating	2015			2014
AAA	$	—		$	—
AA		127,201			26,385
A		117,797			43,541
BBB		44,837			99,276
BB and Lower		212,465			466,660
Impaired		—			50,673
Total	$	502,300		$	686,535
Total allowance for loan loss		(11,960	)		(15,415	)
Total mortgage loans on real estate	$	490,340		$	671,120

The following table provides an aging of past due commercial mortgage loans as of December 31, 2015 and 2014, based on the recorded investment net of allowances for credit losses.

(In Thousands)	2015			2014
Current	$	499,911		$	682,418
30-59 Days Past Due		232			4,117
60-89 Days Past Due		2,157			—
Greater Than 90 Days—Accruing		—			—
Greater Than 90 Days—Not Accruing		—			—
Total Past Due	$	2,389		$	4,117
Total allowance for loan loss		(11,960	)		(15,415	)
Total mortgage loans on real estate	$	490,340		$	671,120

5. REAL ESTATE

The Company held no real estate property at the end of December 31, 2015. The Company sold its remaining two real estate properties during the statement period. The sale resulted in a net realized gain of $1.7 million. The Company sold nine properties throughout the year ended December 31, 2014 that resulted in net realized gains of $32.0 million. This amount is shown in the Company’s Statement of Operations as part of net realized capital gains and losses.

34

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

The Company sold five properties during 2013 that resulted in net realized gains of $44.3 million. This amount is shown in the Company’s Statement of Operations as part of net realized capital gains and losses. All five properties were disposed of to a former related party in conjunction with the Sale Transaction defined in Note 1.

The Company recognized impairment losses of $11.3 million related to five properties that were deemed “held for sale” and subsequently sold during 2014. The impairment loss is the difference between estimated fair value less costs to sell. This amount is shown in the Company’s Statement of Operations as part of net realized capital gains and losses.

6. INVESTMENT GAINS AND LOSSES

Realized capital gains and losses on debt securities, preferred stock, mortgages and interest rate swaps which relate to changes in levels of interest rates are charged or credited to the IMR, net of tax, and amortized into income over the remaining contractual life of the security sold. Realized gains and losses from the remaining investments are reported, net of tax, in the Statement of Operations but are not included in the computation of net gain from operations.

Changes in unrealized gains and losses from investments are reported as a component of Capital Stock and Surplus, net of deferred income taxes.

	Years Ended December 31,
(In Thousands)	2015			2014			2013
Realized gains (losses):
Debt securities	$	35,808		$	60,537		$	202,265
Preferred stocks		141			79			—
Common stocks		(209	)		—			761
Common stocks of affiliates		278			—			50,283
Mortgage loans		17,486			—			246
Real estate		1,678			21,273			44,289
Cash, cash equivalents and short-term investments		265			212			108
Other invested assets		(1,864	)		(2	)		(1,965	)
Other hedging investments		(143	)		(62,216	)		—
Derivative instruments		56,014			51,430			(185,784	)
Subtotal		109,454			71,313			110,203
Capital gains tax expense (benefit)		6,100			(3,669	)		28,847
Net realized gains (losses)		103,354			74,982			81,356
(Gains) losses transferred to IMR (net of taxes)		(35,635	)		(55,354	)		31,017
Total	$	67,719		$	19,628		$	112,373

35

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

	Years Ended December 31,
(In Thousands)	2015			2014		2013
Changes in net unrealized capital (losses)gains, net of deferred income tax:
Debt securities	$	(267	)	$	2,659	$	(2,692	)
Common stocks of non-affiliates		759			—		—
Common stocks of affiliates		(15,020	)		18,189		7,614
Mortgage loans		2,246			203		(17	)
Derivative instruments		14,374			392,514		(237,782	)
Other hedging investments		(9,597	)		9,597		—
Other invested assets		2,206			1,548		(47	)
Total	$	(5,299	)	$	424,710	$	(232,924	)

The deferred tax netted in unrealized capital gains (losses) above, except for common stock of affiliates and other affiliated invested assets, was ($4.9) million, ($26.6) million and ($129.5) million at December 31, 2015, 2014 and 2013, respectively.

7. NET INVESTMENT INCOME

Net investment income consisted of:

	Years Ended December 31,
(In Thousands)	2015			2014			2013
Debt securities (unaffiliated)	$	259,795		$	197,595		$	260,539
Debt securities (affiliated)		1,246			—			—
Preferred stocks (unaffliated)		1,992			1,813			1,342
Common stocks (unaffiliated)		11,212			—			13
Common stocks (affiliated)		37,047			—			—
Mortgage loans		41,268			50,062			48,116
Real estate		1,664			8,822			19,232
Contract loans		26,230			22,837			23,299
Cash, cash equivalents and short-term investments		48,296			62,575			14,023
Derivative instruments		(11,850	)		(225,328	)		(616,216	)
Other invested assets		35,822			22,160			9,854
Other investment income		—			—			3,141
Gross investment income (loss)		452,722			140,536			(236,657	)
Interest expense on surplus notes		43,260			43,260			43,260
Investment expenses and other interest expense on borrowed money		27,839			46,662			38,744
Net investment income (loss)	$	381,623		$	50,614		$	(318,661	)

36

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

The Company’s policy is to exclude investment income due and accrued with amounts that are over 90 days past due or where the collection of interest is uncertain. The total amount of investment income due and accrued excluded from surplus for the years ended December 31, 2015 and 2014 was $309.5 thousand and $10.3 thousand, respectively.

8. DERIVATIVES

The Company uses derivatives for hedging or replication purposes only. Interest rate swaps are mainly employed for hedging guaranteed minimum living benefits for certain variable annuity contracts and for duration matching purposes.

Options and swaptions are used to hedge equity exposure embedded in the Company’s fixed and variable annuity products. Futures are used to hedge equity exposure included in fixed indexed annuities, as well as the guaranteed minimum death and living benefit features of the Company’s variable annuities. Currency forwards and swaps are used to hedge changes in foreign currency exchange (“FX”) rates.

Interest swaps, options, swaptions, and currency swaps, are reported at fair value with the unrealized gain or loss reported as an adjustment to surplus. All futures are marked to market and settled on a daily basis with the gain or loss reported as a component of net investment income (loss).

Beginning in July 2015 the Company began hedging its new Fixed Index Annuity product with OTC options on the CROCI, sector III and MAA indices. The equity exposure embedded in the annuity contract is hedged using these options. These options have been designated as fair value hedges. The mark to market on the options is recorded as a component of net investment income and the offsetting change in liability is recorded through income.

Market risk is the risk of loss due to market price changes of the derivative instrument or the underlying security or index. To mitigate this risk, the Company matches the market sensitivity of the hedge with the market sensitivity of the underlying asset or liability being hedged.

Credit risk is the counterparty credit risk or risk of loss as a result of default or a decline in market value stemming from a credit downgrade of the counterparty to the derivative transaction. The Company minimizes this risk by entering into derivatives only with counterparties that meet certain criteria, by utilizing standardized agreements, and by limiting counterparty concentrations.

All derivative transactions are covered under standardized contractual agreements with counterparties, all of which include credit-related contingent features. Certain counterparty relationships also may include supplementary agreements with tailored terms, such as additional triggers for early terminations, acceptable practices related to cross-transaction netting, and minimum thresholds for determining collateral.

Credit-related triggers include failure to pay or deliver on an obligation past certain grace periods, bankruptcy or the downgrade of credit ratings to below a stipulated level. These triggers apply to both the Company and its counterparty.

At December 31, 2015 and 2014, the Company pledged $175.5 million and $151.3 million, respectively, in U.S. Treasury securities and corporate bonds as collateral to counterparties. At December 31, 2015 and 2014, counterparties pledged to the Company $128.6 million and $123.6 million, respectively, in collateral comprised of cash and U.S. Treasury securities and corporate bonds.

37

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

Derivatives are carried in accordance with SSAP No. 86. The Company’s underlying notional or principal amounts associated with open derivatives positions were as follows (in thousands):

	Outstanding at
	December 31, 2015
	(per SSAP No. 86)
	Notional		Fair Value/
	Principal		Statement			Amortized		Unrealized
	Amounts		Value			Cost		Gain (Loss)
Interest rate swaps	$	2,410,000	$	47,101		$	—	$	47,101
Currency swaps		73,099		5,013			—		5,013
TBA’s		5,565		5,750			5,755		(5	)
FX Forwards		—		—			—		—
Payor swaptions		800,000		3,720			7,890		(4,170	)
Receiver swaptions		75,000		1,341			2,126		(785	)
Equity index options		1,898,914		111,472			28,056		83,416
Total	$	5,262,578	$	174,397		$	43,827	$	130,570
	Outstanding at
	December 31, 2014
	(per SSAP No. 86)
	Notional		Fair Value/
	Principal		Statement			Amortized		Unrealized
	Amounts		Value			Cost		Gain (Loss)
Interest rate swaps	$	2,669,000	$	32,515		$	—	$	32,515
Currency swaps		94,502		(843	)		—		(843	)
FX Forwards		563		3			—		3
Payor swaptions		3,040,000		5,578			11,911		(6,333	)
Receiver swaptions		75,000		1,254			2,126		(872	)
Equity index options		7,771,702		115,216			31,266		83,950
Total	$	13,650,767	$	153,723		$	45,303	$	108,420

At December 31, 2015 and 2014, open futures contracts had a notional value of $4,324.4 million and $3,111.0 million and a fair value of $20.9 million and $19.8 million, respectively. These amounts do not include the component of variation margin that has already been cash settled.

38

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

9. REINSURANCE

Reinsurance ceded contracts do not relieve the Company from its obligations to policyholders. The Company remains liable to its policyholders for the portion reinsured to the extent that any reinsurer does not meet the obligations assumed under the reinsurance agreement. To minimize its exposure to significant losses from reinsurer insolvencies, the Company regularly evaluates the financial condition of its reinsurers and monitors concentrations of credit risk. Management believes that any liability arising from this contingency is unlikely.

The Company manages a closed block of SPWL insurance policies, a retirement-oriented tax-advantaged life insurance product. The Company discontinued sales of SPWLs in response to certain tax law changes in the 1980s. The Company had SPWL policyholder balances of $1.2 billion and $1.3 billion as of December 31, 2015 and 2014, respectively. On December 31, 2003, this entire block of business was reinsured on a funds withheld basis to SLOC. As discussed in Note 2, in connection with the Sale Transaction, the Company recaptured 100% of the risks reinsured pursuant to this agreement. The recapture occurred during the first quarter of 2013.

The Company has a reinsurance agreement with Barbco, an affiliate, to cede all of the risks associated with certain in-force corporate and bank-owned variable universal life and private placement variable universal life policies on a combination coinsurance and coinsurance with funds-withheld basis. This agreement also provides for the ceding of new business written after the effective date.

Effective January 1, 2010, the Company and Barbco amended the agreement to include coverage of certain corporate and bank-owned variable universal life and private placement variable universal life insurance policies sold between December 31, 2009 and March 31, 2010, inclusive. Reinsurance coverage continued for all policies sold prior to April 1, 2010. However, policies sold on or after April 1, 2010 have not been reinsured. This amendment also enabled the Company to discontinue reinsuring a portion of the covered business that was previously reinsured on a modified coinsurance basis, effective April 1, 2010. The discontinuance of the business reinsured on a modified coinsurance basis did not have a material impact on the Company’s financial statements.

On July 31, 2013, the Company consented to a novation agreement between the U.S. Branch, a former affiliate, and Barbco. Pursuant to the novation agreement, Barbco was substituted as reinsurer under a June 12, 2000 reinsurance agreement between the Company and the U.S. Branch, whereby the Company ceded to the U.S. Branch, on a yearly renewable term basis, certain risks under its group flexible premium variable universal life policies. Refer to Note 2 for further details.

The Company has agreements with several unrelated companies, which provide for reinsurance of portions of the net amount at risk under certain of the Company’s individual variable universal life, individual universal life, individual private placement variable universal life, and corporate and bank-owned life insurance policies. These amounts are reinsured on either a monthly renewable, yearly renewable term, or modified coinsurance basis.

The Company has agreements with unrelated companies that provide for reinsurance of guaranteed minimum death benefits under certain of its variable annuity contracts. These amounts are reinsured on a monthly renewable term basis.

39

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

The effects of reinsurance were as follows:

	Years Ended December 31,
(In Thousands)	2015			2014			2013
Premiums and annuity considerations:
Direct	$	1,369,407		$	1,848,605		$	238,879
Recaptured amount from former affilate—SPWL		—			—			1,331,908
Ceded—Affiliated (former affiliate effective August, 2013)		—			—			(18,449	)
Ceded—Affiliated		(33,974	)		(51,827	)		20,104
Ceded—Non-affiliated		(14,250	)		(13,722	)		(13,067	)
Net premiums and annuity considerations	$	1,321,183		$	1,783,056		$	1,559,375
Insurance and other individual policy benefits and claims:
Direct	$	804,664		$	915,197		$	938,717
Assumed—Non-affiliated		4,621			6,978			9,254
Recaptured amount from former affilate—SPWL		—			—			(27,904	)
Ceded—Affiliated (former affiliate effective August, 2013)		—			—			(19,825	)
Ceded—Affiliated		(29,383	)		(41,766	)		(22,462	)
Ceded—Non-affiliated		(16,698	)		(8,673	)		(29,977	)
Net policy benefits and claims	$	763,204		$	871,736		$	847,803

10. RESERVES FOR LIFE CONTRACTS AND DEPOSIT TYPE CONTRACTS

The reserves for life insurance and annuity contracts are computed in accordance with presently accepted actuarial standards, and are based on actuarial assumptions and methods (including use of published mortality tables and prescribed interest rates and methodologies) which produce reserves at least as great as those required by law and contract provisions.

Deduction of deferred fractional premiums upon death of the insured and return of any portion of the final premium for the period beyond the date of death are not applicable to the business of the Company. Surrender values are not promised in excess of reserves legally computed.

For policies with annual extra premiums, additional reserves are held equal to one-half the extra premium. Extra premiums on single premium policies are amortized over ten years. Policies issued with premiums corresponding to ages higher than the true ages are valued at the rated-up ages. Policies issued subject to a lien are valued as if the full amount were payable without any deduction. For interest sensitive policies, substandard risks are reflected in the cost of insurance charges.

As of December 31, 2015 and 2014, the Company had $15.5 million and $15.0 million, respectively, of insurance in force (direct and assumed), for which gross premiums were less than the net premiums according to the standard of valuation required by the State of Delaware. Reserves (direct and assumed) to cover the above insurance totaled of $3.3 million and $2.6 million as of December 31, 2015 and 2014, respectively.

40

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

The Tabular Interest has been determined by formula as described in the NAIC instructions, except for some business which is determined from basic policy data for reserving. The Tabular less Actual Reserve Released has been determined by formula as described in the NAIC instructions. The Tabular Cost has been determined by formula as described in the NAIC instructions, except for universal life products which use cost of insurance and some business which uses basic policy data for reserving. The Tabular Interest on funds not involving life contingencies was determined from the interest credited to the deposits, except for certain guaranteed interest contracts which are determined by formula as described in the NAIC instructions. Other than normal updates of reserves, the only significant reserve changes as of December 31, 2015 and 2014 were the changes in additional reserves held due to asset adequacy analysis testing. Direct asset adequacy reserves were $236.4 million at December 31, 2015 and 2014.

11. WITHDRAWAL CHARACTERISTICS OF ANNUITY RESERVES AND DEPOSIT LIABILITIES

The withdrawal characteristics of General Account and Separate Account annuity reserves and deposits were as follows:

December 31, 2015

(In Thousands)	General Account		Separate Account with Guarantees		Separate Account Nonguaranteed		Total 12/31/2015		% of Total
Subject to discretionary withdrawal:
With fair value adjustment	$	2,500,107	$	769,505	$	—	$	3,269,612		15.39	%
At book value less current surrender charge of 5% or more		1,101,664		—		—		1,101,664		5.19	%
At fair value		—		—		14,397,807		14,397,807		67.77	%
Total with adjustment or at fair value	$	3,601,771	$	769,505	$	14,397,807	$	18,769,083		88.35	%
At book value without adjustment (minimal or no charge or adjustment)		1,707,249		—		—		1,707,249		8.04	%
Not subject to discretionary withdrawal		746,407		—		20,837		767,244		3.61	%
Total (Gross: Direct and Assumed)		6,055,427		769,505		14,418,644		21,243,576		100.00	%
Reinsurance ceded		29,210		—		—		29,210
Total (net)	$	6,026,217	$	769,505	$	14,418,644	$	21,214,366

41

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

December 31, 2014

(In Thousands)	General Account		Separate Account with Guarantees		Separate Account Nonguaranteed		Total 12/31/2014		% of Total
Subject to discretionary withdrawal:
With fair value adjustment	$	1,387,312	$	902,532	$	—	$	2,289,844		9.89	%
At book value less current surrender charge of 5% or more		1,372,834		—		—		1,372,834		5.93	%
At fair value		—		—		16,792,405		16,792,405		72.56	%
Total with adjustment or at fair value	$	2,760,146	$	902,532	$	16,792,405	$	20,455,083		88.38	%
At book value without adjustment (minimal or no charge or adjustment)	$	1,881,167	$	—	$	—	$	1,881,167		8.13	%
Not subject to discretionary withdrawal		784,941		—		22,481		807,422		3.49	%
Total (Gross: Direct +Assumed)		5,426,254		902,532		16,814,886		23,143,672		100.00	%
Reinsurance ceded		28,288		—		—		28,288
Total (net)	$	5,397,966	$	902,532	$	16,814,886	$	23,115,384

12. SEPARATE ACCOUNTS

The Company has established insulated Separate Accounts applicable to various classes of contracts providing for variable benefits. Contracts for which funds are invested in insulated variable Separate Accounts include individual and group life and annuity contracts. The assets (securities) in these insulated accounts are carried at fair value and the investment risk associated with such assets is retained by the contract holder. These variable products provide minimum death benefits and, in certain annuity contracts, minimum accumulation or withdrawal benefits. The minimum guaranteed benefit reserves associated with the insulated Separate Accounts are reported in Aggregate reserve for the life contracts in the Company’s Statement of Admitted Assets, Liabilities and Capital Stock and Surplus.

The Company has also established non-insulated Separate Accounts for certain contracts that include an MVA feature associated with fixed rates, including for amounts allocated to the fixed portion of certain combination fixed and variable deferred annuity contracts. The assets in the variable deferred annuity separate account are carried at fair value. For some MVA contracts, the assets in the fixed deferred annuity separate account are carried on a General Account basis. The assets of the non-insulated Separate Account are not legally insulated and can be used by the Company to satisfy claims resulting from the General Account.

The Company earns Separate Account fees for providing administrative services and bearing the mortality risks related to variable contracts. Net investment income, capital gains and losses, and changes in mutual fund asset values in variable Separate Accounts are allocated to policyholders and therefore are not reflected in the Company’s Statement of Operations for the General Account.

42

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

For the current reporting year, the Company reported assets and liabilities from the following products in a Separate Account:

• Variable Life

• Variable Annuity

• MVA Annuity

A majority of the variable Separate Account assets are legally insulated from the Company’s General Account, whereas the non-insulated Separate Account assets are not legally insulated. The legal insulation of the Separate Account assets prevents such assets from being generally available to satisfy claims resulting from the General Account. The Separate Account classification of legally insulated, vs. not legally insulated, is supported by Section 2932 of the Delaware Insurance Code.

As of December 31, 2015 and 2014, the Company’s Separate Account statement included legally insulated assets of $24,042.0 million and $28,051.0 million, respectively.

The assets legally insulated and non-legally insulated from the General Account as of December 31, 2015 were attributed to the following products:

Product (In thousands)	Legally Insulated Assets		Non - Legally Insulated Assets
Variable Life	$	9,373,590	$	—
Variable Annuity		14,668,410		—
MVA Annuity		—		1,187,673
Total	$	24,042,000	$	1,187,673

Separate Account liabilities are determined in accordance with prescribed actuarial methodologies, which approximate the fair value of the related assets less applicable surrender charges. The resulting surplus is recorded in the Statement of Operations for the General Account as a component of Net transfers from (to) Separate Accounts. The variable Separate Accounts are non-guaranteed Separate Accounts, wherein the policyholder assumes substantially all the investment risks and rewards. MVA Separate Accounts are guaranteed Separate Accounts, wherein the Company contractually guarantees either a minimum return or account value to the policyholder. In accordance with the guarantees provided, if the investment proceeds are insufficient to cover the rate of return guaranteed for the product, the policyholder proceeds will be remitted by the General Account.

The Company had $21,883.7 million and $24,229.3 million of non-guaranteed Separate Account reserves and $769.5 million and $902.5 million of guaranteed Separate Account reserves as of December 31, 2015 and 2014, respectively.

As of December 31, 2015 and 2014, the General Account of the Company had a maximum guarantee for Separate Account liabilities of $17,247.9 million and $18,173.1 million, respectively.

43

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

To compensate the General Account for the risk associated with Separate Account guarantees, risk charges of $206.8 million, $194.2 million and $238.7 million were received by the General Account from the Separate Accounts during the years ended December 31, 2015, 2014 and 2013, respectively.

For the years ended December 31, 2015, 2014 and 2013, the Company’s General Account paid $81.0 million, $81.6 million and $115.6 million for Separate Account guarantees, respectively.

The Company does not engage in securities lending transactions within its Separate Account.

An analysis of the Separate Account reserves as of December 31, 2015 is as follows:

(In Thousands)	Nonindexed Guarantee Less than/ equal to 4%		Nonguaranteed Separate Accounts		Total
Premiums, considerations or deposits for year ended 12/31/2015	$	14,225	$	205,027	$	219,252
Reserves at 12/31/2015
For accounts with assets at:
Fair value		240,838		21,883,718		22,124,556
Amortized cost		528,667		—		528,667
Total reserves	$	769,505	$	21,883,718	$	22,653,223
By withdrawal characteristics:
With fair value adjustment	$	769,505	$	—	$	769,505
At fair value		—		21,862,881		21,862,881
Subtotal		769,505		21,862,881		22,632,386
Not subject to discretionary withdrawal		—		20,837		20,837
Total	$	769,505	$	21,883,718	$	22,653,223

44

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

An analysis of the Separate Account reserves as of December 31, 2014 is as follows:

(In Thousands)	Nonindexed Guarantee Less than/ equal to 4%		Nonguaranteed Separate Accounts		Total
Premiums, considerations or deposits for year ended 12/31/2014	$	21,539	$	367,484	$	389,023
Reserves at 12/31/2014
For accounts with assets at:
Fair value		287,192		24,229,310		24,516,502
Amortized cost		615,340		—		615,340
Total reserves	$	902,532	$	24,229,310	$	25,131,842
By withdrawal characteristics:
With fair value adjustment	$	902,532	$	—	$	902,532
At fair value		—		24,206,829		24,206,829
Subtotal		902,532		24,206,829		25,109,361
Not subject to discretionary withdrawal		—		22,481		22,481
Total	$	902,532	$	24,229,310	$	25,131,842

Below is the reconciliation of Net Transfers (from) to Separate Accounts in the Statement of Operations of the Company:

	Years Ended December 31,
(In Thousands)	2015			2014			2013
Transfers to Separate Accounts	$	219,252		$	389,023		$	287,870
Transfers (from) Separate Accounts		(2,379,922	)		(3,138,163	)		(2,945,712	)
Net Transfers (from) to Separate Accounts in the Statement of Operations	$	(2,160,670	)	$	(2,749,140	)	$	(2,657,842	)

45

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

13. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods including market, income and cost approaches. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

The Company has categorized its financial instruments into a three-level hierarchy based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument.

Financial assets and liabilities recorded at fair value in the Company’s Statutory Statements of Admitted Assets, Liabilities and Capital Stock and Surplus are categorized as follows:

Level 1

• Unadjusted quoted prices for identical assets or liabilities in an active market.

The types of assets and liabilities utilizing Level 1 valuations include U.S. Treasury and agency securities, investments in publicly-traded mutual funds with quoted market prices, and exchange traded derivatives.

Level 2

• Quoted prices in markets that are not active or significant inputs that are observable either directly or indirectly.

Level 2 inputs include the following:

• Quoted prices for similar assets or liabilities in active markets,

• Quoted prices for identical or similar assets or liabilities in non-active markets,

• Inputs other than quoted market prices that are observable, and

• Inputs that are derived principally from or corroborated by observable market data through correlation or other means.

The types of assets and liabilities utilizing Level 2 valuations generally include U.S. Government securities not backed by the full faith and credit of the U.S. government, municipal bonds, structured notes, certain ABS (including collateralized debt obligations, RMBS and CMBS), certain corporate debt, certain private equity investments and certain derivatives.

46

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

Level 3

Prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. They reflect management’s opinions regarding the assumptions a market participant would use in pricing the asset or liability. Generally, the types of assets and liabilities utilizing Level 3 valuations are certain ABS, RMBS and CMBS, certain corporate debt, certain private equity investments, certain mutual fund holdings, and certain derivatives.

There were no significant changes made in valuation techniques during 2015 or 2014.

The Company’s assets and liabilities by classification measured at fair value as of December 31, 2015 were as follows:

(In Thousands) Description for each class of asset or liability	Level 1			Level 2			Level 3		Total
Assets at fair value:
Common stock—Unaffiliated (a)
Industrial and miscellaneous	$	—		$	—		$	116,514	$	116,514
Debt securities—Unaffiliated (b)
Asset-backed securities		—			—			1,093		1,093
Residential mortgage-backed		—			—			—		—
Commercial mortgage-backed		—			—			—		—
Industrial and miscellaneous		—			32			—		32
Derivative assets (d)
Interest rate contracts		30,169			65,042			2,647		97,858
Equity contracts		18,557			122,030			—		140,587
Foreign exchange contracts		2,978			5,014			—		7,992
Separate Accounts assets (c)		16,696,658			5,899,526			743,469		23,339,653
Total assets at fair value	$	16,748,362		$	6,091,644		$	863,723	$	23,703,729
Liabilities at fair value:
Separate Accounts (c)	$	—		$	(38,321	)	$	—	$	(38,321	)
Derivative liabilities (d)
Interest rate contracts		(4,375	)		(35,581	)		—		(39,956	)
Equity contracts		(10,577	)		—			—		(10,577	)
Foreign exchange contracts		(557	)		—			—		(557	)
Total liabilities at fair value	$	(15,509	)	$	(73,902	)	$	—	$	(89,411	)

47

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

The Company’s assets and liabilities by classification measured at fair value as of December 31, 2014 were as follows:

(In Thousands) Description for each class of asset or liability	Level 1			Level 2			Level 3		Total
Assets at fair value:
Common stock-Unaffiliated (a)
Industrial and miscellaneous	$	—		$	—		$	47,719	$	47,719
Debt securities-Unaffiliated (b)
Asset-backed securities		—			—			1,471		1,471
Residential mortgage-backed		—			—			—		—
Commercial mortgage-backed		—			—			—		—
Industrial and miscellaneous		—			—			—		—
Derivative assets (d)
Interest rate contracts		—			83,826			—		83,826
Equity contracts		35,320			134,875			—		170,195
Foreign exchange contracts		1,311			193			—		1,504
Separate Accounts assets (c)		20,551,924			5,787,446			605,705		26,945,075
Total assets at fair value	$	20,588,555		$	6,006,340		$	654,895	$	27,249,790
Liabilities at fair value:
Separate Accounts (c)	$	—		$	(38,603	)	$	—	$	(38,603	)
Derivative liabilities (d)
Interest rate contracts		—			(44,478	)		—		(44,478	)
Equity contracts		(37,382	)		—			—		(37,382	)
Foreign exchange contracts		(231	)		(1,033	)		—		(1,264	)
Total liabilities at fair value	$	(37,613	)	$	(84,114	)	$	—	$	(121,727	)

(a) Common stocks are carried at fair value.

(b) Debt securities with NAIC designations of 6 are carried at the lower of amortized cost or fair value. Where fair value is less than amortized cost, amounts are included in the table above.

(c) Separate Account invested assets are typically carried at fair value. In instances where market risk is guaranteed by the Company, debt securities and preferred stocks are carried at amortized cost based on their respective NAIC designation. Separate Account assets also include $1,202 million and $1,633 million of investment income and receivables due at December 31, 2015 and 2014, respectively. Separate Account liabilities include derivative liabilities carried at fair value.

(d) The derivatives included in the leveling descriptions are carried at fair value.

None of the Company’s assets measured at fair value transferred between Levels 1 and 2 during the years ended December 31, 2015 and December 31, 2014.

48

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

The following table is a reconciliation of the beginning and ending balances for assets and liabilities which were categorized as Level 3 for the year ended December 31, 2015:

											Total gains
								Total gains			and
	Beginning				Transfers)			and (losses			(losses)													Ending
	Balance at		Transfers		Out of			included in			included in													Balance at
(In Thousands)	01/01/2015		Into Level 3		Level 3			Net Income			Surplus			Purchases		Issuances		Sales			Settlements			12/31/2015
Assets:
Common stock Unaffiliated	$	47,719	$	17,647	$	—		$	24		$	759		$	69,122	$	—	$	(18,640	)	$	(117	)	$	116,514
Debt securities-Unaffiliated
Asset-backed securities		1,471		—		—			—			(378	)		—		—		—			—			1,093
Residential mortgage-backed securities		—		—		—			—			—			—		—		—			—			—
Commercial mortgage-backed securities		—		—		—			—			—			—		—		—			—			—
Industrial and miscellaneous		—		—		—			—			—			—		—		—			—			—
Derivative assets		—		16,262		(13,557	)		(58	)		—			—		—		—			—			2,647
Separate Accounts assets		605,705		92,739		(34,555	)		2,304			(3,678	)		278,754		—		(164,521	)		(33,279	)		743,469
Total assets	$	654,895	$	126,648	$	(48,112	)	$	2,270		$	(3,297	)	$	347,876	$	—	$	(183,161	)	$	(33,396	)	$	863,723

The following table is a reconciliation of the beginning and ending balances for assets and liabilities which were categorized as Level 3 for the year ended December 31, 2014:

											Total gains
								Total gains			and
	Beginning				Transfers			and (losses)			(losses)													Ending
	Balance at		Transfers		Out of			included in			included in													Balance at
(In Thousands)	01/01/2014		Into Level 3		Level 3			Net Income			Surplus			Purchases		Issuances		Sales			Settlements			12/31/2014
Assets:
Common stock Unaffiliated	$	—	$	—	$	—		$	(909	)	$	—		$	50,420	$	—	$	(2,730	)	$	938		$	47,719
Debt securities—Unaffiliated
Asset-backed securities		1,637		—		—			—			(77	)		—		—		—			(89	)		1,471
Residential mortgage-backed securities		—		—		—			—			—			—		—		—			—			—
Commercial mortgage-backed securities		9,751		—		(9,751	)		—			—			—		—		—			—			—
Industrial and miscellaneous		—		—		—			—			—			—		—		—			—			—
Derivative assets		17,909		1,713		(19,622	)		—			—			—		—		—			—			—
Separate Accounts assets		585,422		14,348		(12,076	)		2,979			24,887			104,779		1,450		(57,787	)		(58,297	)		605,705
Total assets	$	614,719	$	16,061	$	(41,449	)	$	2,070		$	24,810		$	155,199	$	1,450	$	(60,517	)	$	(57,448	)	$	654,895

The Company transfers assets into or out of Level 3 at fair value as of the beginning of the reporting period. Transfers made were the result of changes in the level of observability of inputs used to price the assets or changes in NAIC designations.

49

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

The table below presents the balances of Level 3 assets measured at fair value with their corresponding pricing sources as of December 31, 2015:

	Valuation Techniques	Significant Unobservable Inputs	Fair Value		Range		Weighted Average
(In Thousands)
Debt securities-Unaffiliated
Asset-backed securities	Matrix Pricing	Spreads	$	1,093	$	26	$	26
Common Stock	Matrix Pricing	Spreads		114,781		1-192		25
	Matrix Pricing	Quoted Prices		1,733		58		58
Separate Accounts assets	Matrix Pricing	Spreads		16,845		29-109		96
	Matrix Pricing	Quoted Prices		125,820		60-115		100
	Amortized Cost	None		252		50		50
Total assets			$	260,524

The table below presents the balances of Level 3 assets measured at fair value with their corresponding pricing sources as of December 31, 2014:

	Valuation Techniques	Significant Unobservable Inputs	Fair Value		Range		Weighted Average
(In Thousands)
Debt securities—Unaffiliated
Asset-backed securities	Held at Cost	N/A	$	1,471		N/A		N/A
Separate Accounts assets	Matrix Pricing	Spreads		80,497		N/A		N/A
	Market Pricing	Quoted Prices		57,718		91-113		99
Total assets			$	139,686

There were no significant changes made in valuation techniques during 2015 and 2014.

Derivative values in the above tables are presented on a gross basis.

50

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

Aggregate Fair Value of all Financial Instruments

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments as of December 31, 2015:

(In Thousands) Type of Financial Instrument	Aggregate Fair Value			Statement Value			Level 1			Level 2			Level 3			Not Practicable (Carrying Value)
Cash, cash equivalents and short-term investments	$	1,536,423		$	1,536,423		$	678,448		$	857,975		$	—		$	—
Debt securities		5,756,624			5,853,362			217,169			2,682,365			2,857,090			—
Preferred stocks		32,061			32,634			—			32,061			—			—
Common stocks		116,514			116,514			—			—			116,514			—
Mortgages loans on real estate		497,360			490,340			—			—			497,360			—
Derivatives – options and swaptions		127,089			127,089			—			124,442			2,647			—
Derivatives – swaps and forwards		97,810			97,810			30,167			67,643			—			—
Derivatives—futures		21,538			21,538			21,538			—			—			—
Contract loans		669,276			630,826			—			—			669,276			—
Other invested assets		533,221			529,509			—			8,720			524,501			—
Separate account assets		24,027,637			24,026,930			16,717,221			6,343,844			966,572			—
Contractholder deposit funds and other policyholder liabilities		(199,186	)		(189,353	)		—			—			(199,186	)		—
Derivatives – options and swaptions		(10,557	)		(10,557	)		(10,557	)		—			—			—
Derivatives – swaps and forwards		(39,945	)		(39,945	)		(4,365	)		(35,580	)		—			—
Derivatives—futures		(588	)		(588	)		(588	)		—			—			—
Societe Generale		(25,000	)		(25,000	)		(25,000	)		—			—			—
Separate account liabilities		(67,698	)		(67,698	)		—			(38,321	)		(29,377	)		—

51

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

The following table presents the carrying amounts and estimated fair value of the Company’s financial instruments as of December 31, 2014:

(In Thousands)	Aggregate			Statement												Not Practicable
Type of Financial Instrument	Fair Value			Value			Level 1			Level 2			Level 3			(Carrying Value)
Cash, cash equivalents and short-term investments	$	2,797,104		$	2,797,104		$	2,203,305		$	593,799		$	—		$	—
Debt securities		5,466,402			5,331,560			233,315			2,338,203			2,894,884			—
Preferred stocks		32,650			33,120			—			31,561			1,089			—
Common stocks		47,719			47,719			—			—			47,719			—
Mortgages loans on real estate		709,620			671,120			—			—			709,620			—
Derivatives – options and swaptions		157,623			157,623			15,916			141,707			—			—
Derivatives – swaps and forwards		77,187			77,187			—			77,187			—			—
Derivatives—futures		20,714			20,714			20,714			—			—			—
Contract loans		654,111			623,220			—			—			654,111			—
Other invested assets		408,013			406,249			—			9,220			398,793			—
Separate account assets		27,741,024			27,711,741			20,585,989			6,256,718			898,317			—
Contractholder deposit funds and other policyholder liabilities		(225,938	)		(215,544	)		—			—			(225,938	)		—
Derivatives – options and swaptions		(35,577	)		(35,577	)		(35,577	)		—			—			—
Derivatives – swaps and forwards		(45,511	)		(45,511	)		—			(45,511	)		—			—
Derivatives—futures		(2,037	)		(2,037	)		(2,037	)		—			—			—
FHLB Loan		(210,000	)		(210,022	)		—			(210,000	)		—
Separate account liabilities		(73,283	)		(73,283	)		—			(38,603	)		(34,680	)		—

The methods and assumptions that the Company uses in determining the estimated fair value of its financial instruments are summarized below:

Cash, cash equivalents and short-term investments – The carrying value for cash, cash equivalents and short-term investments approximates fair value due to the short-term nature and liquidity of the balances.

Debt securities – The Company determines the fair value of its publicly-traded fixed maturity securities using three primary pricing methods: third-party pricing services, non-binding broker quotes and pricing models. Prices are first sought from third-party pricing services with the remaining unpriced securities priced using one of the other two methods. Third-party pricing services derive the security prices through recently reported trades for identical or similar securities with adjustments for trading volumes and market observable information through the reporting date. In the event that there are no recent market trades, pricing services and brokers may use pricing models to develop a security price based on future expected cash flows discounted at an estimated market rate using collateral performance and vintages. The Company generally does not adjust quotes or prices obtained from brokers or pricing services.

Structured securities, such as ABS, RMBS and CMBS, are priced using third-party pricing services, a fair value model, or independent broker quotations. Typical inputs used by these three pricing methods include, but are not limited to, reported trades, benchmark yields, issuer spreads, bids and/or estimated cash flows and prepayment speeds.In addition, estimates of expected future prepayments are factors in determining

52

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

the price of ABS, RMBS and CMBS. These estimates are based on the underlying collateral and structure of the security, as well as prepayment speeds previously experienced in the market at interest rate levels projected for the underlying collateral. Actual prepayment experience may vary from these estimates.

For privately-placed fixed maturity securities, fair values are estimated using model prices or broker quotes. A portion of privately-placed fixed maturity securities (typically SEC Rule 144A securities) are priced using market prices. Also, a small subset of privately-placed fixed maturity securities are priced using matrix applications which take into account credit spreads for a variety of public and private securities of similar credit risk, maturity, prepayment and liquidity characteristics.

The Company’s ability to liquidate positions in privately-placed fixed securities and mortgages could be impacted to a significant degree by the lack of an actively-traded market. Although the Company believes that its estimates reasonably reflect the fair value of those instruments, its key assumptions about risk-free interest rates, risk premiums, performance of underlying collateral (if any), and other factors may not reflect those of an active market.

Equity securities – The fair value of the Company’s equity securities not accounted for under the equity method is first based on quoted market prices. Similar to fixed maturity securities, the Company uses pricing services and broker quotes to price equity securities for which a quoted market price is not available.

Mortgage loans on real estate – The fair value of mortgage loans is estimated by discounting future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Derivatives – The fair values of swaps are based on current settlement values, dealer quotes and market prices. Fair values for options and futures are also based on dealer quotes and market prices.

Contract loans – The fair value of policy loans is determined by estimating future policy loan cash flows and discounting the cash flows at a current market interest rate.

Other invested assets – Other invested assets (excluding investments accounted for under the equity method) include low income housing tax credits (“LIHTCs”), surplus debentures, collateral loans and equipment lease trusts. The fair value of LIHTCs and equipment leases approximate their carrying values. The fair values of surplus debentures are obtained from third party pricing services, and collateral loans which are carried at amortized cost using pricing methods similar to private placements.

Separate Accounts – The estimated fair value of Separate Account assets and liabilities is determined using the same methodology described in Note 12. The difference between Separate Account assets and liabilities reflected in the chart above and the total recognized in the Statement of Admitted Assets, Liabilities and Capital and Surplus represents amounts that are considered non-financial instruments.

Contract holder deposit funds – The fair values of the Company’s General Account liabilities under investment-type contracts (insurance and annuity contracts that do not involve mortality or morbidity risks) is estimated using discounted cash flow analyses or surrender values. Those contracts that are deemed to have short-term guarantees have a carrying amount equal to their estimated fair value.

Debt – The fair value of debt is based on future cash flows discounted at the stated interest rate, considering all appropriate terms of the related agreements. Where the issuer of a note has the ability to call the note at par, the fair value is equal to par value.

53

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

14. FEDERAL INCOME TAXES

The application of SSAP No. 101 requires a company to evaluate the recoverability of DTAs and, if necessary, to establish a valuation allowance to reduce the DTA to an amount which is more likely than not to be realized. Considerable judgment is required in determining whether a valuation allowance is necessary and, if so, the amount of such valuation allowance. Although the realization is not assured, management believes it is more likely than not that DTAs will be realized. Therefore, the Company has not recorded a valuation allowance as of December 31, 2015 and December 31, 2014.

The components of the DTAs/DTLs as of December 31, 2015 and December 31, 2014 were as follows:

(In Thousands)	December 31, 2015						December 31, 2014						Change
Description	Ordinary		Capital		Total		Ordinary		Capital		Total		Ordinary			Capital		Total
Gross Deferred Tax Assets	$	368,714	$	—	$	368,714	$	465,109	$	—	$	465,109	$	(96,395	)	$	—	$	(96,395	)
Statutory Valuation Allowance Adjustments		—		—		—		—		—		—		—			—		—
Adjusted Gross Deferred Tax Assets		368,714		—		368,714		465,109		—		465,109		(96,395	)		—		(96,395	)
Deferred Tax Assets Nonadmitted		64,719		—		64,719		176,583		—		176,583		(111,864	)		—		(111,864	)
Subtotal Net Admitted Deferred Tax Assets		303,995		—		303,995		288,526		—		288,526		15,469			—		15,469
Deferred Tax Liabilities		90,618		—		90,618		80,941		—		80,941		9,677			—		9,677
Net Admitted Deferred Tax Assets / (Net Deferred Tax Liabilities)	$	213,377	$	—	$	213,377	$	207,585	$	—	$	207,585	$	5,792		$	—	$	5,792

The following table provides component amounts of the Company’s calculation by tax character of paragraphs 11.a, 11.b.i, 11.b.ii and 11.c of SSAP No. 101:

(In Thousands)	December 31, 2015						December 31, 2014						Change
Description	Ordinary		Capital		Total		Ordinary		Capital		Total		Ordinary		Capital		Total
Admission Calculation Components SSAP No. 101
(a) Admitted pursuant to 11.a.	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
(b) Admitted pursuant to 11.b. (lesser of 11.b.i. or 11.b.ii.)		213,377		—		213,377		207,585		—		207,585		5,792		—		5,792
(c) 11.b.i		—		—		228,470		—		—		222,477		—		—		5,993
(d) 11.b.ii		—		—		213,377		—		—		207,585		—		—		5,792
(e) Admitted pursuant to 11.c.		90,618		—		90,618		80,941		—		80,941		9,677		—		9,677
(f) Total admitted under 11.a.—11.c.		303,995		—		303,995		288,526		—		288,526		15,469		—		15,469
(g) Deferred tax liabilitiess		90,618		—		90,618		80,941		—		80,941		9,677		—		9,677
Net admitted deferred tax assets /deferred tax liabilities	$	213,377	$	—	$	213,377	$	207,585	$	—	$	207,585	$	5,792	$	—	$	5,792

54

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

	2015			2014
Ratio Percentage Used To Determine Recovery Period And Threshold Limitation Amount		1286	%		1021	%
Amount Of Adjusted Capital And Surplus Used To Determine Recovery Period And Threshold Limitation Above	$	1,422,514,602		$	1,383,898,004

The following table provides the impact of tax planning strategies on adjusted gross and net admitted DTAs, as used in the Company’s SSAP No. 101 calculation.

	December 31, 2015						December 31, 2014						Change
(In Thousands)
Description	Ordinary			Capital			Ordinary			Capital			Ordinary			Capital
Impact of Tax Planning Strategies
Determination of Adjusted Gross Deferred Tax Assets and Net Admitted Deferred Tax Assets, by Tax Character as a Percentage.
Adjusted Gross Deferred Tax Assets	$	368,714		$	—		$	465,109		$	—		$	(96,395	)	$	—
Percentage of Adjusted Gross Deferred Tax Assets by Tax Character Attributable to the Impact of Tax Planning Strategies		4.00	%		0.00	%		0.00	%		0.00	%		4.00	%		0.00	%
Net Admitted Adjusted Gross Deferred Tax Assets	$	303,995		$	—		$	288,526		$	—		$	15,469		$	—
Percentage of Net Admitted Adjusted
Gross Deferred Tax Assets by Tax Character Because of the Impact of Tax Planning Strategies		6.00	%		0.00	%		0.00	%		0.00	%		6.00	%		0.00	%

The Company’s tax planning strategies included the use of reinsurance.

The Company has no temporary difference for which a DTL has not been established.

The following tables provide the Company’s significant components of income taxes incurred and the changes in DTAs and DTLs.

(In Thousands)	December 31, 2015			December 31, 2014			December 31, 2013
Current Income Tax
Federal tax benefit from operations	$	(2,729	)	$	6,861		$	(84,275	)
Federal income tax on net capital gains		6,099			(3,669	)		28,847
Federal tax (benefit) expense on stock options		—			—			(539	)
Current income tax expense (benefit)	$	3,370		$	3,192		$	(55,967	)

55

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

The main components of DTAs and DTLs as of December 31, 2015 and 2014 were as follows:

(In Thousands)	December 31, 2015		December 31, 2014		Change
Deferred Tax Assets:
Ordinary
Policyholder reserves	$	242,840	$	255,322	$	(12,482	)
Investments		40,433		68,253		(27,820	)
Deferred acquisition costs		14,715		15,202		(487	)
Net operating loss carry-forward		29,529		82,000		(52,471	)
Other (including items <5% of total ordinary tax assets)		41,197		44,332		(3,135	)
Total ordinary Deferred Tax Assets	$	368,714	$	465,109	$	(96,395	)
Statutory valuation allowance adjustment	$	—	$	—	$	—
Nonadmitted		64,719		176,583		(111,864	)
Admitted ordinary Deferred Tax Assets	$	303,995	$	288,526	$	15,469
Capital:
Investments		—		—		—
Net capital loss carry-forward		—		—		—
Subtotal	$	—	$	—	$	—
Statutory valuation allowance adjustment	$	—	$	—	$	—
Nonadmitted		—		—		—
Admitted capital Deferred Tax Assets	$	—	$	—	$	—
Admitted Deferred Tax Assets	$	303,995	$	288,526	$	15,469
Deferred Tax Liabilities:
Ordinary
Investments	$	17,154	$	13,240	$	3,914
Policyholder reserves		73,464		67,701		5,763
Other (including items <5% of total ordinary tax liabilities)		—		—		—
Subtotal	$	90,618	$	80,941	$	9,677
Capital:
Investments		—		—		—
Subtotal	$	—	$	—	$	—
Deferred Tax Liabilities	$	90,618	$	80,941	$	9,677
Net admitted Deferred Tax Assets / Deferred Tax Liabilities	$	213,377	$	207,585	$	5,792

56

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

The change in net deferred income taxes was comprised of the following:

(In Thousands) Description	December 31, 2015		December 31, 2014		Change
Total Deferred Tax Assets	$	368,714	$	465,109	$	(96,395	)
Total Deferred Tax Liabilities		90,618		80,941		9,677
Net Deferred Tax Assets / Deferred Tax Liabilities	$	278,096	$	384,168	$	(106,072	)
Statutory valuation allowance		—		—		—
Net Deferred Tax Assets / Deferred Tax Liabilities	$	278,096	$	384,168	$	(106,072	)
Tax effect of unrealized (gains)/losses						(4,932	)
Change in net deferred income tax					$	(101,140	)

The provision for federal income taxes incurred for the current year is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. The significant items causing this difference at December 31, 2015, 2014 and 2013 were as follows:

(In Thousands)	December 31, 2015								December 31, 2014								December 31, 2013
Description	Amount		Tax Effect @ 35%			Effective Tax Rate			Amount		Tax Effect @ 35%			Effective Tax Rate			Amount		Tax Effect @ 35%			Effective Tax Rate
Net income before taxes	$	278,305	$	97,407			25.1	%	$	302,994	$	106,048			28.3	%	$	486,232	$	170,182			28.5	%
Pre-tax capital gains—Pre IMR		109,454		38,309			9.9	%		71,313		24,960			6.7	%		110,202		38,571			6.5	%
Dividends received deduction				(23,864	)		-6.2	%				(11,550	)		-3.1	%				(14,000	)		-2.3	%
Tax credits				(2,594	)		-0.7	%				(932	)		-0.2	%				(4,752	)		-0.8	%
Non-deductible expenses				99			0.1	%				119			0.0	%				496			0.1	%
Change in tax contingency reserves				—			0.0	%				—			0.0	%				(2,271	)		-0.4	%
Reversal of IMR				(5,939	)		-1.5	%				(1,928	)		-0.5	%				(20,514	)		-3.4	%
Change in non-admitted assets				1,283			0.3	%				2,520			0.7	%				(2,259	)		-0.4	%
Prior year adjustments				(301	)		-0.1	%				(4,839	)		-1.3	%				(572	)		-0.1	%
Retained deferred tax asset				—			0.0	%				5,133			1.4	%				347,765			58.2	%
Change in statutory valuation allowance				—			0.0	%				—			0.0	%				(379,797	)		-63.7	%
Other				110			0.1	%				7,321			2.0	%				13,479			2.3	%
Total statutory income taxes			$	104,510			27.0	%			$	126,852			34.0	%			$	146,328			24.5	%
Federal income taxes incurred			$	3,370			0.9	%			$	3,192			0.9	%			$	(55,967	)		-9.4	%
Change in net deferred income taxes				101,140			26.1	%				123,660			33.1	%				202,295			33.9	%
Total statutory income taxes			$	104,510			27.0	%			$	126,852			34.0	%			$	146,328			24.5	%

At December 31, 2015, the Company had $84.4 million of net operating loss carry forward which will begin to expire, if not utilized, by 2028. At December 31, 2015, the Company had no capital loss carry forward. At December 31, 2015, the Company had $17.9 million of foreign tax credit carry forward, which will begin to expire, if not utilized, by 2019. At December 31, 2015, the Company had $10.3 million of LIHTC carry forward, which will begin to expire, if not utilized, by 2030. At December 31, 2015, the Company had no minimum tax credit carry forward.

At December 31, 2015, the Company has no income taxes incurred in the current or preceding years that will be available for recoupment in the event of future net losses.

57

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

The Company has no deposits admitted under Section 6603 of the Internal Revenue code.

Tax years prior to 2003 are closed to examination and audit adjustments under the applicable statute of limitations. The Company is subject to ongoing examinations for subsequent tax years as a member of the Former Parent’s consolidated federal income tax returns. On October 7, 2014, an opening conference for appeals was held for tax years 2007, 2008 and 2009 for the former consolidated return. The 2003 through 2006 tax years for the consolidated return are still in the appeals process with the Internal Revenue Service (the “IRS”). The 2010 through 2013 tax years are currently being examined by the IRS. The opening conference was held on June 17, 2014. Although the Company remains jointly and severally liable for consolidated tax liabilities, the Company is held harmless in accordance with the Sale Transaction agreement and believes that the possibility of a tax liability for the pre-sale tax years is remote. Additionally, the Company does not believe it has any uncertain tax positions for its federal income tax return that would be material to its financial condition, results of income, or cash flows. Therefore, the Company did not record a liability for unrecognized tax benefits (“UTBs”) as of December 31, 2015 and 2014. As of December 31, 2015 there were no positions for which management believes it is reasonably possible that the total amounts of tax contingencies will significantly increase within 12 months of the reporting date.

The Company recognizes interest accrued related to UTBs in income tax expense. The Company had no accrued interest balance as of December 31, 2015 and December 31, 2014. The Company recognized no gross interest benefit related to UTBs during the years ended December 31, 2015, 2014, and 2013. The Company has not accrued any penalties related to UTBs.

The Company will file a consolidated federal income tax return for the December 31, 2015 tax year with its wholly owned subsidiary, DLNY, and will continue to do so in future tax years under Internal Revenue Code Section 1504(c)(1). A formal tax allocation agreement has been implemented and allocation is based upon separate return calculations with current credit (benefit) given for losses and tax attributes that are utilized by the consolidated group. Intercompany tax balances are settled on a quarterly basis and a final true up is made after the filing of the federal income tax return, as prescribed by the terms of the agreement.

15. CAPITAL STOCK AND SURPLUS AND DIVIDEND RESTRICTIONS

The Company is authorized to issue 10,000 shares of common stock with a par value of $1,000 per share; 6,437 shares of common stock are issued and outstanding. The Company is not authorized to issue preferred stock.

The Company’s ability to pay dividends is subject to certain statutory restrictions. The State of Delaware has enacted laws governing the payment of dividends to stockholders by domestic insurers. Pursuant to Delaware’s statute, the maximum amount of dividends and other distributions that a domestic insurer may pay in any twelve-month period without the prior approval of the Delaware Commissioner of Insurance is limited to the greater of: (i) 10% of its statutory surplus as of the preceding December 31; or (ii) the Company’s statutory net gain from operations for the preceding calendar year. Any dividends to be paid by an insurer, whether or not in excess of the aforementioned threshold, from a source other than statutory surplus would also require the prior approval of the Commissioner. In connection with the change in control of the Company on August 2, 2013, any portion of a dividend which would cause the Company’s total adjusted capital as of the most recent calendar quarter end to fall below 300% of Company Action Level NAIC Risk-Based Capital as of such calendar quarter end, after taking into account the payment of such dividend, requires the prior approval of the Department.

58

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

In March 2014, the Company paid an ordinary dividend of $185.0 million to the Parent. In March 2015, the Company paid an ordinary dividend of $200 million to the Parent. In September 2015, the Company paid an ordinary dividend of $75 million to the Parent and received an ordinary dividend of $36.5 million from its wholly-owned subsidiary, DLNY. In November 2015, the Company paid a dividend of $36.5 million to the Parent, of which $21.1 million was ordinary and $15.4 million extraordinary. Per the limitation described above, the Company was not permitted to pay dividends in 2014 without prior approval from the Delaware Commissioner of Insurance. No dividends were paid during 2013.

Effective July 21, 2014, following the receipt of all required board of directors, shareholder, and regulatory approvals, the Company’s name changed from Sun Life Assurance Company of Canada (U.S.) to Delaware Life Insurance Company.

The Company recorded a restatement of gross paid-in and contributed surplus and unassigned funds under a quasi-reorganization pursuant to SSAP No. 72, Surplus and Quasi-reorganizations. The restatement was recorded as of June 30, 2013 and did not change the Company’s total surplus. The quasi-reorganization was approved by the Department.

The impact of the quasi-reorganization was as follows:

(In Thousands)
	Change in Year Surplus		Change in Gross Paid-in
	(Unassigned Funds)		and Contributed Surplus
2013	$	1,851,883	$	(1,851,883	)

Reset of surplus effective June 30, 2013. Unassigned surplus adjusted for the net impact of OTTI recorded on hybrid securities totaling $12.6 million.

16. RISK-BASED CAPITAL

Life and health insurance companies are subject to certain Risk-Based Capital (“RBC”) requirements as specified by the NAIC. The RBC requirements provide a method for measuring the minimum acceptable amount of adjusted capital that a life insurer should have, as determined under statutory accounting principles, taking into account the risk characteristics of its investments and products. The Company met the minimum RBC requirements at December 31, 2015 and 2014.

17. COMMITMENTS AND CONTINGENT LIABILITIES

Contingent commitments

The Company had commitments for future private placement findings and limited partnership investments of $390.1 million and $25.0 million as of December 31, 2015 and 2014, respectively.

59

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

Regulatory and industry developments

Under insurance guaranty fund laws in each state, the District of Columbia and Puerto Rico, insurers licensed to do business can be assessed by state insurance guaranty associations for certain obligations of insolvent insurance companies to policyholders and claimants. Most of these laws do provide, however, that an assessment may be excused or deferred if it would threaten an insurer’s solvency and further provide annual limits on such assessments. Part of the assessments paid by the Company pursuant to these laws may be used as credits for a portion of the associated premium taxes.

Various insolvencies reported by the National Organization of Life and Health Insurance Guaranty Associations, will result in retrospective premium-based guaranty fund assessments against the Company. Based on the best information available, the Company has recorded an accrued liability of $3.5 million for guaranty fund assessments as of December 31, 2015 and 2014. The Company does not know the period over which the guaranty fund assessments are expected to be paid.

The Company has not established any asset for premium tax credits or policy surcharges as their recoveries are not estimable.

Litigation, Income Taxes and Other Matters

In Revenue Ruling 2007-61, issued on September 25, 2007, the IRS announced its intention to issue regulations with respect to certain computational aspects of the dividend received deduction (the “DRD”) on separate account assets held in connection with variable annuity contracts. Revenue Ruling 2007-61 suspended Revenue Ruling 2007-54, issued on August 16, 2007, that purported to change accepted industry and IRS interpretations of the statutes governing computational questions impacting the DRD. On May 30, 2010, the IRS issued an Industry Director Directive which makes it clear that IRS interpretations prior to Revenue Ruling 2007-54 should be followed until new regulations are issued.

On February 4, 2014, the IRS issued Rev. Rul. 2014-7, 2014-9 I.R.B. 539, which stated that Rev. Rul. 2007-54 is thereby modified and superseded, and that Rev. Rul. 2007-61 is obsoleted. Accordingly, the required interest holding, which was used in calculation of the company’s share of DRD, is no longer a published position of the IRS and is viewed as effectively being revoked. Priority Guidance Plans released subsequent to the publication of Rev. Rul. 2014-7 do not include a project concerning the determination of the company’s share under section 812. For now, the issue has been resolved by the LB&I Industry Director’s Directive, Examination of Dividends Received Deduction on Separate Accounts of Life Insurance Companies, LMSB-4-0510-015 (May 20, 2010), which permits calculating required interest at another appropriate rate using a modified version of the formula, set forth in Treas. Reg. § 801-8(e). For the years ended December 31, 2015 and 2014, the Company’s financial statements reflect benefits of $10.6 million and $8.9 million, respectively, related to the separate account DRD.

The Company is not aware of any contingent liabilities arising from litigation or other matters that could have a material effect upon the financial condition, results of operations or cash flows of the Company.

Indemnities

In the normal course of its business, the Company has entered into agreements that include indemnities in favor of third parties, such as contracts with advisors and consultants, outsourcing agreements, underwriting and agency agreements, information technology agreements, distribution agreements, and service agreements. The Company has also agreed to indemnify its directors, officers and employees in accordance with the Company’s by-laws. The Company believes any potential liability under these agreements is neither probable nor estimable. Therefore, the Company has not recorded any associated liability.

60

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

Under the Sale Transaction Agreement, the acquired companies, including the Company and DLNY, and their respective affiliates are indemnified from and against (i) breach of customary representations, warranties and covenants of SLF set forth in the Sale Transaction Agreement and (ii) other specified matters, including losses arising from pending or threatened litigation as of the closing of the Sale Transaction (August 2, 2013), certain excluded assets that were transferred from the acquired companies to SLF’s affiliates at or prior to closing of the Sale Transaction, including the group insurance business previously conducted by DLNY, certain environmental liabilities and certain liabilities arising under unclaimed property laws.

Pledged or Restricted Assets

The following assets were restricted at December 31, 2015 and reported in the current financial statements:

• Posted collateral under repurchase agreements which were reported as bonds and preferred stocks.

• Cash collateral posted under reverse repurchase agreement which were reported as cash equivalents.

• Certain FHLB capital stock.

• Certain bonds were on deposit with governmental authorities as required by law.

• Certain cash deposits were held in a mortgage escrow account (see “Other restricted assets” below).

• Derivative cash collateral received was reported as cash equivalents (see “Assets pledged as collateral not captured in other categories” below).

61

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

The following are restricted assets (including pledged assets):

Gross Restricted
(In Thousands)																		Percentage
Restricted Asset Category	Total General Account (G/A)		G/A Supporting S/A Activity		Current Year Total Separate Account S/A Assets Restricted		S/A Assets Supporting G/A Activity		Total		Total From Prior Year		Increase/ (Decrease)			Total Current Year Admitted Restricted		Gross Restricted Total Assets			Admitted Restricted to Total Admitted
Subject to contractual obligation for which liability is not shown	$	—	$	—	$	—	$	—	$	—	$	—	$	—		$	—		0	%		0	%
Collateral held under security lending agreements		—		—		—		—		—		—		—			—		0	%		0	%
Subject to repurchase agreements		440,852		—		—		—		440,852		547,642		(106,790	)		440,852		1.19	%		1.19	%
Subject to reverse repurchase agreements		271,730		—		—		—		271,730		332,969		(61,239	)		271,730		0.73	%		0.74	%
Subject to dollar repurchase agreements		—		—		—		—		—		—		—			—		0	%		0.00	%
Subject to dollar reverse repurchase agreements		—		—		—		—		—		—		—			—		0	%		0	%
Placed under option contracts		—		—		—		—		—		—		—			—		0	%		0	%
Letter stock or securities restricted as to sale		—		—		—		—		—		—		—			—		0	%		0	%
FHLB capital stock		5,981		—		—		—		5,981		10,500		(4,519	)		5,981		0.02	%		0.02	%
On deposit with states		4,050		—		—		—		4,050		4,051		(1	)		4,050		0.01	%		0.01	%
On deposit with other regulatory bodies		—		—		—		—		—		—		—			—		0	%		0	%
Pledged as collateral to FHLB (including securities and CML)		607,594		—		—		—		607,594		269,387		338,207			607,594		1.64	%		1.64	%
Pledged as collateral not captured (including assets backing funding agreements)		141,002		—		—		—		141,002		103,987		37,015			141,002		0.38	%		0.38	%
Other restricted assets		349,705		—		—		—		349,705		1,415,320		(1,065,615	)		349,705		0.94	%		0.94	%
Total restricted assets	$	1,820,914	$	—	$	—	$	—	$	1,820,914	$	2,683,856	$	(862,942	)	$	1,820,914		4.91	%		4.92	%

62

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

The following are assets pledged as collateral in other categories (contracts that share similar characteristics, such as reinsurance and derivatives, are reported in the aggregate):

Gross Restricted
(In Thousands)	Current Year																	Percentage
Description of Assets	Total General Account (G/A)		G/A Supporting S/A Activity		Total Separate Account (S/A) Restricted Assets		S/A Assets Supporting G/A Activity		Total		Total From Prior Year		Increase/ (Decrease)			Total Current Year Admitted Restricted		Gross Restricted Total Assets			Admitted Restricted to Total Admitted Assets
Bond collateral to Societe Generale	$	37,610	$	37,610	$	—	$	—	$	37,610	$	—	$	37,610		$	37,610		0.10	%		0.10	%
Derivative collateral		103,392		103,392		—		—		103,392		103,987		(595	)		103,392		0.28	%		0.28	%
Total	$	141,002	$	141,002	$	—	$	—	$	141,002	$	103,987	$	37,015		$	141,002		0.38	%		0.38	%

The following are other restricted assets pledged as collateral in other categories (contracts that share similar characteristics, such as reinsurance and derivatives, are reported in the aggregate):

Gross Restricted
(In Thousands)	Current Year																	Percentage
Description of Assets	Total General Account (G/A)		G/A Supporting S/A Activity		Total Separate Account (S/A) Restricted Assets		S/A Assets Supporting G/A Activity		Total		Total From Prior Year		Increase/ (Decrease)			Total Current Year Admitted Restricted		Gross Restricted Total Assets			Admitted Restricted to Total Admitted Assets
Mortgage escrow	$	3,142	$	—	$	—	$	—	$	3,142	$	6,251	$	(3,109	)	$	3,142		0.01	%		0.01	%
Restricted Cash -from policy holders		57,070		—		—		—		57,070		—		57,070			57,070		0.15	%		0.15	%
Restricted Cash -Collateral from unsettled trades		289,493		—		—		—		289,493		1,409,069		(1,119,576	)		289,493		0.78	%		0.78	%
Total	$	349,705	$	—	$	—	$	—	$	349,705	$	1,415,320	$	(1,065,615	)	$	349,705		0.94	%		0.94	%

Collateral for unsettled trades includes cash received from sales of S&P 500 Index exchange traded funds which funds were not yet purchased. A liability for the future purchase of the funds is included as payable for securities.

Lease Commitments

Effective August 1, 2013, the Company entered into a lease agreement for its former Massachusetts office. Rental expenses for 2015, 2014 and 2013 were $2.1 million, $2.1 million and $0.9 million, respectively.

63

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

From January 1, 2013 to July 31, 2013, the Company leased equipment under non-cancelable operating lease agreements. Rental expenses, including allocated amounts, for 2013 were approximately $2.5 million.

Effective January 22, 2014, the Company entered into a lease agreement for its Indiana office. Rental expenses for 2015 and 2014 were $0.2 million and $0.1 million, respectively.

Effective September 24, 2014, the Company entered into a lease agreement for its new Massachusetts office. Rental expense for 2015 was $0.9 million. No rental expense was incurred for 2014.

a. At January 1, 2016, minimum aggregate rental commitments were as follows:

Year Ending December 31	(In Thousands) Operating Leases
1. 2016		1,357
2. 2017		1,362
3. 2018		1,366
4. 2019		1,371
5. 2020		1,375
6. Aggregate total all future years	$	2,862

18. DEBT

On April 1, 2014, the Company entered into a $500.0 million revolving credit facility (the “Facility”) with Bank of America Merrill Lynch. Borrowings under the Facility were for general corporate purposes. Borrowings bear interest at LIBOR + 125 basis points, with a commitment fee of 30 basis points for any unused portion of the Facility, and the Facility had a 180 day tenor. The Facility was secured by certain securities held in an account established for this purpose, and borrowings were limited to a specified percentage of the value of the securities in this account. The total interest paid under the Facility in 2014 was approximately $1.1 million. This facility was terminated on December 22, 2014.

On December 12, 2014, the Company entered into a $350.0 million revolving credit facility (the “Replacement Facility”) with Societe Generale. Borrowings under the Replacement Facility may be used for general corporate purposes. Borrowings bear interest at LIBOR + 115 basis points, with a commitment fee of 48 basis points for any unused portion of the Replacement Facility, and the Replacement Facility has a 270 days rolling margin commitment. The Replacement Facility is secured by certain securities held in an account established for this purpose, and borrowings are limited to a specified percentage of the value of the securities in this account. The total commitment fees paid in 2015 and 2014 were approximately $1.7 million and $90 thousand respectively and the total interest paid under the Replacement Facility in 2015 and 2014 was approximately $27 thousand and $90 thousand, respectively. At December 31, 2015, there was $25 million outstanding under the Replacement Facility.

The Company is a member of the Federal Home Loan Bank of Indianapolis (the “FHLB”). Through its membership, the Company has conducted business activity (borrowings) with the FHLB. It is part of the Company’s strategy to utilize these funds for back-up liquidity. The Company determined that its estimated maximum borrowing capacity available at December 31, 2015 as $132.9 million. The Company calculated this amount in accordance with its current FHLB capital stock. At December 31, 2015 there were no amounts outstanding.

64

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

FHLB Capital Stock

a. Aggregate Totals

1 Year Ended 2015 (In Thousands)	1 Total 2+3		2 General Account		3 Separate Accounts
(a) Membership Stock – Class A	$	—	$	—	$	—
(b) Membership Stock – Class B		2,640		2,640		—
(c) Activity Stock		—		—		—
(d) Excess Stock		3,341		3,341		—
(e) Aggregate Total (a+b+c+d)		5,981		5,981		—
(f) Actual or estimated Borrowing Capacity as Determined by the Insurer		132,916		XXX		XXX
2 Year Ended 2014 (In Thousands)
(a) Membership Stock – Class A	$	—	$	—	$	—
(b) Membership Stock – Class B		641		641		—
(c) Activity Stock		8,809		8,809		—
(d) Excess Stock		1,050		1,050		—
(e) Aggregate Total (a+b+c+d)		10,500		10,500		—
(f) Actual or estimated Borrowing Capacity as Determined by the Insurer		233,333		XXX		XXX

b. Membership Stock (Class A and B) Eligible for Redemption

(In Thousands)
Membership stock	Current Year Total		Not Eligible for Redemption		Less Than 6 Months		6 months to Less Than 1 Year		1 to Less Than 3 Years		3 to 5 Years
Class A		—		—		—		—		—		—
Class B	$	5,981	$	5,981		—		—		—		—

65

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

Collateral Pledged to FHLB

a. Amount Pledged as of Reporting Date

	1		2		3
(in thousands)	Fair Value		Carrying Value		Aggregate Total Borrowing
1. Current Year Total General and Separate Accounts Total Collateral Pledged (Lines 2+3)	$	616,227	$	607,594	$	396,439
2. Current Year General Account Total Collateral Pledged		526,738		518,917		329,983
3. Current Year Separate Accounts Total Collateral Pledged		89,489		88,677		66,456
4. Prior Year-end Total General and Separate Accounts Total Collateral Pledged	$	276,982	$	269,387	$	229,589

b. Maximum Amount Pledged During Reporting Period

	1		2		3
(in thousands)	Fair Value		Carrying Value		Aggregate Total Borrowing
1. Current Year Total General and Separate Accounts Maximum Collateral Pledged (Lines 2+3)	$	616,227	$	607,594	$	396,439
2. Current Year General Account Maximum Collateral Pledged		526,738		518,917		329,983
3. Current Year Separate Accounts Maximum Collateral Pledged		89,489		88,677		66,456
4. Prior Year-end Total General and Separate Accounts Maximum Collateral Pledged	$	276,982	$	269,387	$	229,589

66

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

Borrowing from FHLB

a. Amount as of Reporting Date

	1		2		3		4
	Total		General		Separate		Funding Agreements
1 Current Year (In Thousands)	2+3		Account		Accounts		reserves Established
(a) Debt	$	—	$	—	$	—		XXX
(b) Funding Agreements		—		—		—		XXX
(c) Other		—		—		—
(d) Aggregate Total	$	—	$	—	$	—
`	1		2		3		4
	Total		General		Separate		Funding Agreements
1 Prior Year (In Thousands)	2+3		Account		Accounts		reserves Established
(a) Debt	$	210,000	$	210,000	$	—		XXX
(b) Funding Agreements		—		—		—		XXX
(c) Other		—		—		—
(d) Aggregate Total	$	210,000	$	210,000	$	—

b. Maximum Amount during Reporting Period (Current Year)

	1		2		3
(In Thousands)	Total		General		Separate
	2+3		Account		Accounts
(1) Debt	$	210,000	$	210,000	$	—
(2) Funding Agreements		—		—		—
(3) Other		—		—		—
(4) Aggregate Total	$	210,000	$	210,000	$	—

c. FHLB – Prepayment Obligations

	Does the Company have prepayment Obligations under the following arrangements (YES/NO)
(1) Debt	YES
(2) Funding Agreements	NO
(3) Other	NO

67

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Delaware Life Holdings, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

19. SUBSEQUENT EVENTS

On March 28, 2016, the Company paid a $200 million dividend, of which $169.5 million was ordinary and $30.5 million was extraordinary, to the Parent. The Company is not aware of any other events that occurred subsequent December 31, 2015 that would have had a material effect on the financial statements. The Company has evaluated events that occurred from January 1, 2016 to April 29, 2016, the date the financial statements were available to be issued.

68

PART C

OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) The following Financial Statements are included in the Registration Statement:

A. Condensed Financial Information - Accumulation Unit Values (Part A)

B. Financial Statements of the Depositor (Part B)

1. Independent Auditors’ Reports;

2. Statutory-Basis Statements of Admitted Assets, Liabilities, and Capital Stock and Surplus as of December 31, 2015 and 2014;

3. Statutory-Basis Statements of Operations for the Years Ended December 31, 2015, 2014 and 2013;

4. Statutory-Basis Statements of Changes in Capital Stock and Surplus for the Years Ended December 31, 2015, 2014 and 2013;

5. Statutory-Basis Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013; and

6. Notes to Statutory-Basis Financial Statements.

C. Financial Statements of the Registrant (Part B)

1. Report of Independent Registered Public Accounting Firm;

2. Statement of Assets and Liabilities, December 31, 2015;

3. Statement of Operations, Year Ended December 31, 2015;

4. Statements of Changes in Net Assets, Years Ended December 31, 2015 and December 31, 2014; and

5. Notes to Financial Statements.

(b) The following Exhibits are incorporated in the Registration Statement by reference unless otherwise indicated:

(1)	Resolution of Board of Directors of the Depositor dated December 3, 1985 authorizing the establishment of the Registrant (Incorporated herein by reference to the Registration Statement on Form N-4, File No. 333-37907, filed on October 14, 1997);
(2)	Not Applicable;
(3)(a)	Marketing Services Agreement between Sun Life Assurance Company of Canada (U.S.), Sun Life of Canada (U.S.) Distributors, Inc. and Clarendon Insurance Agency, Inc. (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-37907, filed on January 16, 1998);
(3)(b)(i)	Principal Underwriter’s Agreement by and between Sun Life Assurance Company of Canada (U.S.) and Clarendon Insurance Agency, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, File No. 333-83364, filed on or about April 27, 2009);
(3)(b)(ii)	Amendment No. 1 to Principal Underwriter’s Agreement by and between Sun Life Assurance Company of Canada (U.S.) and Clarendon Insurance Agency, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, File No. 333-83364, filed on or about April 27, 2009);
(3)(b)(iii)	Amendment No. 2 to Principal Underwriter’s Agreement by and between Sun Life Assurance Company of Canada (U.S.) and Clarendon Insurance Agency, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 12 to the Registration Statement of Delaware Life Variable Account I on Form N-6, File No. 333-100829, filed on April 30, 2009);
(3)(b)(iv)	Amendment No. 3 to Principal Underwriter’s Agreement by and between Sun Life Assurance Company of Canada (U.S.) and Clarendon Insurance Agency, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 12 to the Registration Statement of Delaware Life Variable Account I on Form N-6, File No. 333-100829, filed on April 30, 2009);
(3)(c)(i)	Sales Operations and General Agent Agreement (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-37907, filed on January 16, 1998);

(3)(c)(ii)	Broker-Dealer Supervisory and Service Agreement (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-37907, filed on January 16, 1998);
(3)(c)(iii)	General Agent Agreement (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-37907, filed on January 16, 1998);
(4)(a)	Flexible Payment Combination Fixed/Variable Group Annuity Contract (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-74844, filed on February 14, 2002);
(4)(b)	Certificate to be issued in connection with Contract filed as Exhibit 4(a) (Incorporated herein by reference to the Registration Statement on Form N-4, File No. 333-74844, filed on December 10, 2001);
(4)(c)	Flexible Payment Combination Fixed/Variable Individual Annuity Contract (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-74844, filed on February 14, 2002);
(4)(d)	Secured Returns 2 Rider to Certificate filed as Exhibit (4)(b) (Incorporated herein by reference to the Registration Statement on Form N-4, File No. 333-115525, filed on May 14, 2004);
(4)(e)	Secured Returns 2 Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(c) (Incorporated herein by reference to the Registration Statement on Form N-4, File No. 333-115525, filed on May 14, 2004);
(4)(f)	Secured Returns for Life Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(c) (Incorporated herein by reference to Post-Effective Amendment No. 9 to the Registration Statement on Form N-4, File No. 333-83516, filed on August 2, 2005);
(4)(g)	Secured Returns for Life Plus Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(c) (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, File No. 333-83516, filed on February 3, 2006);
(4)(h)	Income ON Demand Benefit Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(c) (Incorporated herein by reference to Post-Effective Amendment No. 19 to the Registration Statement on Form N-4, File No. 333-83516, filed on September 22, 2006);
(4)(i)	Retirement Asset Protector Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(c) (Incorporated herein by reference to Post-Effective Amendment No. 19 to the Registration Statement on Form N-4, File No. 333-83516, filed on September 22, 2006);
(4)(j)	Retirement Income Escalator Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(c) (Incorporated herein by reference to Post-Effective Amendment No. 25 to the Registration Statement on Form N-4, File No. 333-83516, filed on February 12, 2008);
(4)(k)	Income ON Demand Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(c) (Incorporated herein by reference to Post-Effective Amendment No. 25 to the Registration Statement on Form N-4, File No. 333-83516, filed on February 12, 2008);
(4)(l)	Retirement Income Escalator II Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(c) (Incorporated herein by reference to Post-Effective Amendment No. 28 to the Registration Statement on Form N-4, File No. 333-83516, filed on July 3, 2008);
(4)(m)	Income ON Demand II Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(c) (Incorporated herein by reference to Post-Effective Amendment No. 28 to the Registration Statement on Form N-4, File No. 333-83516, filed on July 3, 2008);
(4)(n)	Income ON Demand II Escalator Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(c) (Incorporated herein by reference to Post-Effective Amendment No. 28 to the Registration Statement on Form N-4, File No. 333-83516, filed on July 3, 2008);
(4)(o)	Income ON Demand II Plus Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(c) (Incorporated herein by reference to Post-Effective Amendment No. 28 to the Registration Statement on Form N-4, File No. 333-83516, filed on July 3, 2008);

(4)(p)	Income ON Demand III Escalator Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(c) (Incorporated herein by reference to Post-Effective Amendment No. 23 to the Registration Statement on Form N-4, File No. 333-83362, filed on June 10, 2009);
(4)(q)	Sun Income Riser Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(c) (Incorporated herein by reference to Post-Effective Amendment No. 23 to the Registration Statement on Form N-4, File No. 333-83362, filed on June 10, 2009);
(5)(a)	Application to be used with Contract filed as Exhibit 4(a) (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-74884, filed on February 14, 2002);
(5)(b)	Application to be used with Certificate filed as Exhibit 4(b) and Contract filed as Exhibit 4(c) (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-74884, filed on February 14, 2002);
(6)(a)	Certificate of Incorporation of the Depositor (Incorporated herein by reference to Post-Effective Amendment No. 51 to the Registration Statement on Form N-4, File No. 333-83516, filed on August 11, 2014);
(6)(b)	By-Laws of the Depositor (Incorporated herein by reference to Post-Effective Amendment No. 51 to the Registration Statement on Form N-4, File No. 333-83516, filed on August 11, 2014);
(7)	Not Applicable;
(8)(a)	Participation Agreement by and between The Alger American Fund, the Depositor, and Fred Alger and Company, Incorporated (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, File No. 033-41628, filed on April 23, 1999);
(8)(b)	Participation Agreement dated February 17, 1998 by and between Goldman Sachs Variable Insurance Trust, Goldman Sachs & Co. and the Depositor (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, File No. 033-41628, filed on April 23, 1999);
(8)(c)	Participation Agreement dated February 17, 1998 by and among the Depositor, AIM Variable Insurance Funds, Inc., AIM Distributors, Inc., and Clarendon Insurance Agency, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-82957, filed on February 3, 2000);
(8)(d)	Participation Agreement dated April 30, 2001 by and among Rydex Variable Trust, Rydex Distributors, Inc., and Sun Life Assurance Company of Canada (U.S.). (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Registration Statement on Form N-4, File No. 333-82957, filed on July 27, 2001);
(8)(e)	Amended and Restated Participation Agreement dated September 1, 2004 by and among Sun Life Assurance Company of Canada (U.S.), Variable Insurance Products Funds, and Fidelity Distributors Corporation. (Incorporated herein by reference to Post-Effective Amendment No. 8 to the Registration Statement of on Form N-4, File No. 333-83516, filed on April 26, 2005);
(8)(f)	Participation Agreement dated May 1, 2001 by and among Sun Life Assurance Company of Canada (U.S.), the Depositor, Alliance Capital Management L.P., and Alliance Fund Distributors, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Registration Statement on Form N-4, File No. 333-82957, filed on July 27, 2001);
(8)(g)	Participation Agreement dated February 17, 1998 by and among Sun Life Assurance Company of Canada (U.S.), Lord Abbett Series Fund, Inc. and Lord, Abbett & Co. (Incorporated herein by reference to the Registration Statement of Keyport Variable Account A on Form N-4, File No. 333-112506, filed on February 5, 2004);
(8)(h)	Participation Agreement Among Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributors, Inc., Sun Life Assurance Company of Canada (U.S.), Sun Life Insurance and Annuity Company of New York and Clarendon Insurance Agency, Inc. (Incorporated herein by reference to the Registration Statement of KBL Variable Account A on Form N-4, File No. 333-102278, filed on December 31, 2002);

(8)(i)	Participation Agreement Among Sun Life Assurance Company of Canada (U.S.), Sun Life Insurance and Annuity Company of New York, PIMCO Variable Insurance Trust, and PIMCO Funds Distributors LLC (Incorporated herein by reference to the Registration Statement of Keyport Variable Account A on Form N-4, File No. 333-112506, filed on February 5, 2004);
(8)(j)	Participation Agreement Among Oppenheimer Variable Account Funds, Oppenheimer Funds, Inc. and Sun Life Assurance Company of Canada (U.S.) (Incorporated herein by reference to the Registration Statement of Keyport Variable Account A on Form N-4, File No. 333-112506, filed on February 5, 2004);
(8)(k)	Participation Agreement by and among Wanger Advisors Trust, Columbia Funds Distributors, Inc., Sun Life Assurance Company of Canada (U.S.), and Sun Life Insurance and Annuity Company of New York (Incorporated herein by reference to Post-Effective Amendment No. 8 to Registration Statement on Form N-4, File No. 333-83516, filed on April 26, 2005);
(8)(l)	Participation Agreement, dated December 3, 2007, by and among Sun Life Assurance Company of Canada (U.S.), Sun Life Insurance and Annuity Company of New York, Lazard Asset Management Securities LLC, and Lazard Retirement Series, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 25 to the Registration Statement on Form N-4, File No. 333-83516, filed on February 12, 2008);
(8)(m)	Participation Agreement, dated May 1, 2004, by and among Sun Life Assurance Company of Canada (U.S.), The Universal Institutional Funds, Inc., Morgan Stanley & Co. Incorporated and Morgan Stanley Investment Management Inc. (Incorporated herein by reference to Post-Effective Amendment No. 5 to the Registration Statement on Form N-6 of Delaware Life Variable Account G, File No. 333-111688, filed on April 27, 2007);
(8)(n)	Participation Agreement, dated December 3, 2007, by and among Sun Life Assurance Company of Canada (U.S.), The Huntington Funds, Edgewood Services, Inc., and Huntington Asset Advisors, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 25 to the Registration Statement on Form N-4, File No. 333-83516, filed on February 12, 2008);
(8)(o)	Participation Agreement, dated May 13, 2004, by and among Sun Life Assurance Company of Canada (U.S.), Merrill Lynch Variable Series Funds, Inc., Merrill Lynch Investment Managers, L.P. and FAM Distributors, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 2 to the Registration Statement of Delaware Life Variable Account G on Form N-6, File No. 333-111688, filed on December 30, 2005);
(8)(p)	Participation Agreement, dated September 30, 2002, by and among Sun Life Assurance Company of Canada (U.S.), Sun Life Insurance and Annuity Company of New York, First Eagle Sogen Variable Funds, Inc. and Arnhold and S. Bleichroeder, Inc. (Incorporated herein by reference to the Registration Statement of Delaware Life Variable Account I on Form N-6, File No. 333-143353, filed on May 30, 2007);
(8)(q)	Participation Agreement, dated August 1, 2011, among Putnam Variable Trust, Putnam Retail Management Limited Partnership, Sun Life Assurance Company of Canada (U.S.) and Sun Life Insurance and Annuity Company of New York (Incorporated herein by reference to Pre-Effective Amendment No. 2 the Registration Statement of Delaware Life Variable Account K on Form N-4, File No. 333-173301, filed on August 10, 2011);
(8)(r)	Participation Agreement, dated August 1, 2011, among Sun Life Assurance Company of Canada (U.S.), Sun Life Insurance and Annuity Company of New York, PIMCO Equity Series VIT, and PIMCO Investments LLC (Incorporated herein by reference to Pre-Effective Amendment No. 2 the Registration Statement of Delaware Life Variable Account K on Form N-4, File No. 333-173301, filed on August 10, 2011);
(8)(s)	Participation Agreement, dated May 1, 2011, among Wells Fargo Variable Trust, Sun Life Assurance Company of Canada (U.S.) and Sun Life Insurance and Annuity Company of New York (Incorporated herein by reference to Pre-Effective Amendment No. 1 the Registration Statement on Form N-4, File No. 333-173301, filed on June 8, 2011);
(8)(t)	Participation Agreement dated April 24, 2009, by and among Sun Life Assurance Company of Canada (U.S.), Sun Life Insurance and Annuity Company of New York, JPMorgan Insurance Trust, JPMorgan Investment Advisors Inc., J. P. Morgan Investment Management Inc., and, JPMorgan Funds

	Management, Inc. (Incorporated herein by reference to Pre-Effective Amendment No. 1 the Registration Statement on Form N-4, File No. 333-173301, filed on June 8, 2011);
(8)(u)	Participation Agreement, dated December 10, 2012, by and among MFS Variable Insurance Trusts I, II and III, Sun Life Assurance Company of Canada (U.S.), Sun Life Insurance and Annuity Company of New York, and Massachusetts Financial Services Company (Incorporated herein by reference to Post-Effective Amendment No. 24 to the Registration Statement of Delaware Life Variable Account G on Form N-6, File No. 333-65048, filed on December 10, 2012);
(8)(v)	Participation Agreement, restated April 1, 2007, by and among Sun Life Assurance Company of Canada (U.S.), Sun Life Insurance and Annuity Company of New York, Independence Life and Annuity Company, Columbia Funds Variable Insurance Trust I, Columbia Management Advisors, LLC, and Columbia Management Distributors, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 47 to the Registration Statement on Form N-4, File No. 333-83516, filed on April 29, 2013);
(8)(w)	Participation Agreement, restated April 1, 2007, by and among Sun Life Assurance Company of Canada (U.S.), Sun Life Insurance and Annuity Company of New York, Independence Life and Annuity Company, Columbia Funds Variable Insurance Trust, Columbia Management Advisors, LLC, and Columbia Management Distributors, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 47 to the Registration Statement on Form N-4, File No. 333-83516, filed on April 29, 2013);
(8)(x)	Participation Agreement, dated April 29, 2011, by and among Sun Life Assurance Company of Canada (U.S.), Sun Life Insurance and Annuity Company of New York, Independence Life and Annuity Company, RiverSource Variable Series Trust, Columbia Management Investment Advisers, LLC, and Columbia Management Investment Distributors, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 47 to the Registration Statement on Form N-4, File No. 333-83516, filed on April 29, 2013);
(9)	Opinion of Counsel as to the legality of the securities being registered and Consent to its use;*
(10)(a)	Consent of Independent Registered Public Accounting Firm;*
(10)(b)	Representation of Counsel pursuant to Rule 485(b);*
(11)	Not Applicable;
(12)	Not Applicable;
(13)	Schedule for Computation of Performance Quotations (Incorporated herein by reference to Post-Effective Amendment No. 10 to the Registration Statement on Form N-4, File No. 033-41628, filed on April 29, 1998);
(14)(a)	Powers of Attorney;*
(14)(b)	Resolution of the Board of Directors of the depositor dated April 27, 2016, authorizing the use of powers of attorney for Officer signatures (Incorporated herein by reference to Post-Effective Amendment No. 53 to the Registration Statement on Form N-4, File No. 333-83516, filed on May 2, 2016);
(15)	Organizational Chart (Incorporated herein by reference to Post-Effective Amendment No. 53 to the Registration Statement on Form N-4, File No. 333-83516, filed on May 2, 2016);
(16)	Master Services Agreement by and between Sun Life Assurance Company of Canada (U.S.) and se2, Inc., dated December 1, 2013 (Incorporated herein by reference to Post-Effective Amendment No. 15 to the Registration Statement on Form N-6, File No. 333-143354, filed on April 29, 2015).

* Filed herewith

Item 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

Name and Principal Business Address	Positions and Offices With Depositor
Dennis A. Cullen 811 Turnberry Lane Northbrook, IL 60062	Director
David E. Sams, Jr. Delaware Life Insurance Company 1601 Trapelo Road, Suite 30 Waltham, MA 02451	Chief Executive Officer and Director
Daniel J. Towriss Delaware Life Insurance Company 1601 Trapelo Road, Suite 30 Waltham, MA 02451	President, Chief Risk Officer and Director
Michael S. Bloom Delaware Life Insurance Company 1601 Trapelo Road, Suite 30 Waltham, MA 02451	Senior Vice President and General Counsel and Secretary
Keith A. Dall Delaware Life Insurance Company 1601 Trapelo Road, Suite 30 Waltham, MA 02451	Executive Vice President, Chief Actuary
Andrew F. Kenney Delaware Life Insurance Company 1601 Trapelo Road, Suite 30 Waltham, MA 02451	Chief Investment Officer
Michael K. Moran Delaware Life Insurance Company 1601 Trapelo Road, Suite 30 Waltham, MA 02451	Senior Vice President and Chief Accounting Officer and Treasurer
James D. Purvis Delaware Life Insurance Company 1601 Trapelo Road, Suite 30 Waltham, MA 02451	Chief Operating Officer
Robert S. Sabatino Delaware Life Insurance Company 1601 Trapelo Road, Suite 30 Waltham, MA 02451	Senior Vice President, Information Technology and Operations
Michelle B. Wilcon Delaware Life Insurance Company 1601 Trapelo Road, Suite 30 Waltham, MA 02451	Senior Vice President, Human Resources

Item 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR REGISTRANT

No person is directly or indirectly controlled by the Registrant. The Registrant is a separate account of the Depositor, Delaware Life Insurance Company, which is a wholly-owned subsidiary of Delaware Life Holdings, LLC.

The organization chart of the Depositor and Registrant is incorporated by reference to Post-Effective Amendment No. 53 to the Registration Statement on Form N-4, File No. 333-83516, filed May 2, 2016.

None of the companies listed in such Exhibit 15 is a subsidiary of the Registrant; therefore, the only financial statements being filed are those of Delaware Life Insurance Company.

Item 27. NUMBER OF CONTRACT OWNERS

As of March 9, 2016, there were 19,332 qualified and 12,718 non-qualified contract owners.

Item 28. INDEMNIFICATION

Pursuant to Section 145 of the Delaware Corporation Law, Article 8 of the By-laws of Delaware Life Insurance Company (a copy of which was filed as Exhibit (6)(b) to Post-Effective Amendment No. 51 to the Registration Statement on Form N-4, File No. 333-83516, on August 11, 2014), provides for the indemnification of directors, officers and employees of Delaware Life Insurance Company. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Delaware Life Insurance Company pursuant to the certificate of incorporation, by-laws, or otherwise, Delaware Life Insurance Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Delaware Life Insurance Company of expenses incurred or paid by a director, officer, controlling person of Delaware Life Insurance Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Delaware Life Insurance Company will submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Act, unless in the opinion of their counsel the matter has been settled by controlling precedent, and will be governed by the final adjudication of such issue.

Item 29. PRINCIPAL UNDERWRITERS

(a) Clarendon Insurance Agency, Inc., a wholly-owned subsidiary of Delaware Life Insurance Company, acts as general distributor for the Registrant, Delaware Life Variable Accounts C, D, E, G, I, K and L, and Keyport Variable Account A, KMA Variable Account, Keyport Variable Account I, KBL Variable Account A, KBL Variable Annuity Account, Delaware Life NY Variable Accounts A, B, C, D, J and N.

(b)	Name and Principal Business Address*	Position and Offices with Underwriter
	Thomas G. Seitz	President and Director
	Michael K. Moran	Financial Operations Principal and Treasurer and Director
	Michael S. Bloom	Secretary and Director
	Kathleen T. Baron	Chief Anti-Money Laundering Compliance Officer
	Kenneth N. Crowley	Assistant Vice President and Senior Counsel
	Lakshmi S. Krishnan	Tax Officer
	Maura A. Murphy	Assistant Vice President and Senior Counsel
	Maryellen Percuoco	Clerk and Assistant Secretary

* The principal business address of all directors and officers of the principal underwriter is 1601 Trapelo Road, Suite 30, Waltham, Massachusetts 02451.

(c) Inapplicable.

Item 30. LOCATION OF ACCOUNTS AND RECORDS

Accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder are maintained, in whole or in part, by Delaware Life Insurance Company at its offices at 1601 Trapelo Road, Suite 30, Waltham, Massachusetts 02451, at the offices of Clarendon Insurance Agency, Inc., at 1601 Trapelo Road, Suite 30, Waltham, Massachusetts 02451, or at the offices of se², Inc. at 5801 SW 6th Avenue, Topeka, Kansas 66606-0001.

Item 31. MANAGEMENT SERVICES

Not Applicable.

Item 32. UNDERTAKINGS

The Registrant hereby undertakes:

(a) To file a post-effective amendment to this Registration Statement as frequently as is necessary to ensure that the audited financial statements in the Registration Statement are never more than 16 months old for so long as payments under the variable annuity Contracts may be accepted;

(b) To include either (1) as part of any application to purchase a Contract offered by the prospectus, a space that an Applicant can check to request a Statement of Additional Information, or (2) a post card or similar written communication affixed to or included in the prospectus that the Applicant can remove to send for a Statement of Additional Information;

(c) To deliver any Statement of Additional Information and any financial statements required to be made available under SEC Form N-4 promptly upon written or oral request.

(d) Representation with respect to Section 26(f)(2)(A) of the Investment Company Act of 1940: Delaware Life Insurance Company represents that the fees and charges deducted under the Contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the insurance company.

The Registrant is relying on the no-action letter issued by the Division of Investment Management of the Securities and Exchange Commission to American Council of Life Insurance, Ref. No. IP-6-88, dated November 28, 1988, the requirements for which have been complied with by the Registrant.

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements of Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment to the Registration Statement and has caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf, in the City of Waltham, and Commonwealth of Massachusetts on this 2nd day of May, 2016.

DELAWARE LIFE VARIABLE ACCOUNT F
(Registrant)
DELAWARE LIFE INSURANCE COMPANY
(Depositor)
By:	/s/ Daniel J. Towriss*
	Daniel J. Towriss
	President

*By:	/s/ Kenneth N. Crowley
	Kenneth N. Crowley
	Assistant Vice President and Senior Counsel

As required by the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities with the Depositor, Delaware Life Insurance Company, and on the dates indicated.

SIGNATURE		TITLE	DATE
/s/ David E. Sams, Jr*		Chief Executive Officer and Director (Principal Executive Officer)	May 2, 2016
David E. Sams, Jr.
/s/ Michael K. Moran* Michael K. Moran		Senior Vice President and Chief Accounting Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	May 2, 2016
*By:	/s/ Kenneth N. Crowley	Attorney-in-Fact for: Dennis A. Cullen, Director Daniel J. Towriss, Director	May 2, 2016
	Kenneth N. Crowley

* Kenneth N. Crowley has signed this document on the indicated date on behalf of the above Directors for the Depositor pursuant to powers of attorney duly executed by such persons and a resolution of the Board of Directors authorizing use of powers of attorney for Officer signatures. Resolution of the Board of Directors is incorporated herein by reference to Post-Effective Amendment No. 53 to the Registration Statement on Form N-4, File No. 333-83516, filed on or about May 2, 2016. Powers of attorney are included herein as Exhibit 14(a).

EXHIBIT INDEX

(9)	Opinion of Counsel as to the legality of the securities being registered and Consent to its use
(10)(a)	Consent of Independent Registered Public Accounting Firm
(10)(b)	Representation of Counsel pursuant to Rule 485(b)
(14)(a)	Powers of Attorney