As Filed with the Securities and Exchange Commission on April 29, 2019

REGISTRATION NO. 033-41628

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 43

and

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 141

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)

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

☒ on April 30, 2019 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

APRIL 30, 2019

REGATTA GOLD 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 are no longer for sale.

You may choose among a number of variable investment options and, when available, fixed interest options. The variable options are Sub-Accounts in the Variable Account. Each Sub-Account invests in one of the following investment options of the MFS^® Variable Insurance Trust and MFS^® Variable Insurance Trust II (the “Funds”):

Large-Cap Equity Funds

MFS^® Blended Research^® Core Equity Portfolio, Initial Class

MFS^® Core Equity Portfolio, Initial Class

MFS^® Growth Series, Initial Class

MFS^® Massachusetts Investors Growth Stock Portfolio, Initial Class

MFS^® Value Series, Initial Class

Mid-Cap Equity Fund

MFS^® Mid Cap Growth Series, Initial Class

Small-Cap Equity Fund

MFS^® New Discovery Series, Initial Class

International/Global Equity Funds

MFS^® Global Growth Portfolio, Initial Class

MFS^® Global Research Portfolio, Initial Class

MFS^® International Growth Portfolio, Initial Class

MFS^® International Value Portfolio, Initial Class

MFS^® Research International Portfolio, Initial Class

Emerging Markets Equity Fund

MFS^® Emerging Markets Equity Portfolio, Initial Class

Specialty/Sector Funds

MFS^® Technology Portfolio, Initial Class

MFS^® Utilities Series, Initial Class

Asset Allocation Fund

MFS^® Total Return Series, Initial Class

Global Asset Allocation Fund

MFS^® Global Tactical Allocation Portfolio, Initial Class²

Money Market Fund

MFS^® U.S. Government Money Market Portfolio, Initial Class¹

Intermediate-Term Bond Funds

MFS^® Corporate Bond Portfolio, Initial Class

MFS^® Government Securities Portfolio, Initial Class

Multi-Sector Bond Fund

MFS^® Strategic Income Portfolio, Initial Class

High Yield Bond Fund

MFS^® High Yield Portfolio, Initial Class

World Bond Fund

MFS^® Global Governments Portfolio, Initial Class

¹  There is no assurance that the MFS^® U.S. Government Money Market Portfolio 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 possibly become low and possibly negative.

²  This Fund employs a managed volatility strategy.

Massachusetts Financial Services Company serves as investment adviser to all of the Funds in the MFS^® Variable Insurance Trusts.

We have filed a Statement of Additional Information dated April 30, 2019 (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 48 of this Prospectus. You may obtain a copy without charge by writing to us at our Service Address 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.

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the shareholder reports for the Funds available under your Contract or Certificate will no longer be sent by mail, unless you specifically request paper copies of the reports from us. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you have already elected to receive shareholder reports electronically,

you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from us electronically by calling us at (877) 253-2323.

You may elect to receive all future reports in paper form free of charge. You can inform us that you wish to continue receiving paper copies of your shareholder reports by calling us at (877) 253-2323. Your election to receive reports in paper form will apply to all Funds available under your Contract or Certificate.

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 Trust 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 our Service 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	4
EXAMPLE	5
CONDENSED FINANCIAL INFORMATION	5
THE ANNUITY CONTRACT	5
COMMUNICATING TO US ABOUT YOUR CONTRACT	6
Electronic Account Information	7
DELAWARE LIFE INSURANCE COMPANY	7
THE VARIABLE ACCOUNT	7
VARIABLE ACCOUNT OPTIONS: THE TRUSTS	8
Selection of Funds	8
THE FIXED ACCOUNT	9
THE FIXED ACCOUNT OPTIONS: THE GUARANTEE PERIODS	9
Guarantee Periods	9
Guaranteed Interest Rates	10
Early Withdrawals	10
THE ACCUMULATION PHASE	10
Issuing Your Contract	10
Amount and Frequency of Purchase Payments	10
Allocation of Net Purchase Payments	11
Your Account	11
Your Account Value	11
Variable Account Value	11
Fixed Account Value	12
Transfer Privilege	13
Waivers; Reduced Charges; Credits; Bonus Guaranteed Interest Rates	16
Other Programs	16
WITHDRAWALS, WITHDRAWAL CHARGES, AND MARKET VALUE ADJUSTMENT	18
Cash Withdrawals	18
Withdrawal Charge	20
Alternate Withdrawal Charge	21
Types of Withdrawals Not Subject to Withdrawal Charge	22
Market Value Adjustment	23
CONTRACT CHARGES	24
Account Fee	24
Administrative Expense Charge	25
Mortality and Expense Risk Charge	25
Premium Taxes	25
Fund Expenses and Restrictions	25
Modification in the Case of Group Contracts	26
DEATH BENEFIT	26
Amount of Death Benefit	26
Spousal Continuance	27
Method of Paying Death Benefit	27
Selection and Change of Beneficiary	27
Payment of Death Benefit	27
Due Proof of Death	27
THE INCOME PHASE - ANNUITY PROVISIONS	28
Selection of the Annuitant or Co-Annuitant	28
Selection of the Annuity Commencement Date	28
Annuity Options	29
Selection of Annuity Option	29
Amount of Annuity Payments	30

Transfer of Variable Annuity Units	31
Account Fee	31
Annuity Payment Rates	31
Annuity Options as Method of Payment for Death Benefit	32
OTHER CONTRACT PROVISIONS	32
Exercise of Contract Rights	32
Change of Ownership	32
Death of Participant	32
Voting of Fund Shares	33
Reports to Owners	34
Substitution of Securities	34
Change in Operation of Variable Account	34
Splitting Units	34
Modification	35
Limitation or Discontinuance of New Participants	35
Reservation of Rights	35
Right to Return	35
TAX CONSIDERATIONS	36
U.S. Federal Income Tax Considerations	36
Puerto Rico Tax Provisions	44
ADMINISTRATION OF THE CONTRACTS	45
Business Disruption and Cyber Security Risks	45
DISTRIBUTION OF THE CONTRACTS	45
AVAILABLE INFORMATION	47
STATE REGULATION	47
LEGAL PROCEEDINGS	48
FINANCIAL STATEMENTS	48
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION	48
APPENDIX A - GLOSSARY	49
APPENDIX B - WITHDRAWALS, WITHDRAWAL CHARGES, AND MARKET VALUE ADJUSTMENT	52
APPENDIX C - CONDENSED FINANCIAL INFORMATION	56

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

Regatta Gold provides a number of important benefits for your retirement planning. During the Accumulation Phase, you make 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 death benefit if you die during the Accumulation Phase.

The Accumulation Phase

Under most circumstances, you can buy the Contract with an initial Purchase Payment of $5,000 or more ($10,000 or more if you live in California, Maryland, or Texas), and 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 limit additional Purchase Payments to at least $1,000. We will not normally accept a Purchase Payment if your Account Value is over $1 million or, if the Purchase Payment would cause your Account Value to exceed $1 million.

Variable Account Options: The Funds

You can allocate your Purchase Payments among Sub-Accounts, each of which invests in a separate securities portfolio of the MFS^® Variable Insurance Trust and the MFS^® Variable Insurance Trust II, open-end management investment companies registered under the Investment Company Act of 1940. Massachusetts Financial Services Company (“MFS^®”) serves as the investment adviser to the Trusts. The investment returns on the Funds are not guaranteed. You can make or lose money. You may also transfer among the Funds and, if available, the Fixed Account Options.

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 interest rate permitted 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 durations or stop offering some Guarantee Periods. Once we stop offering a Guarantee Period of a particular duration, future allocations or transfers into that Guarantee Period will not be permitted.

1

Fees and Expenses

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

Each year for the first five Account Years, we deduct an annual Account Fee equal to the lesser of $30 or 2% of your Account Value. After the fifth Account Year, we may increase the fee annually, but it will never exceed the lesser of $50 or 2% of your Account Value. During the Income Phase, the annual Account Fee is $30. We will not charge the annual Account Fee if your Account Value had been allocated only to the Fixed Account during the applicable Account Year, or your Account Value is more than $75,000 on your Account Anniversary.

During the Accumulation Phase, we deduct a mortality and expense risk charge at an annual rate of 1.25% 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 of the Contract invested in the Variable Account.

If you take more than a specified amount of money out of your Contract, we assess a withdrawal charge against each Purchase Payment withdrawn. For each Purchase Payment, the withdrawal charge (also known as a “contingent deferred sales charge”) starts at 6% and declines to 0% after the Purchase Payment has been in the Contract for seven years.

Currently, you can make 12 free transfers each year. However, we reserve the right to impose a charge of up to $15 per transfer.

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.

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 from either the Fixed Account or from the available Variable Account options. If you choose to have any part of your annuity payments come from the Variable Account, the dollar amount of the payments may fluctuate with the performance of the 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 options.

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 Contract Date. If you are 86 or older on your Contract Date, the death benefit is equal to the amount we would pay on a full surrender of your Contract (“Surrender Value”). If you are 85 or younger on your Contract Date, the death benefit pays the greatest of the following amounts: (1) your Account Value on your Death Benefit Date, (2) your Surrender Value on your Death Benefit Date, (3) your Account Value on the Seven-Year Account Anniversary (adjusted for subsequent payments, withdrawals, and charges), or (4) subject to certain limitations, your total Purchase Payments minus withdrawals, plus interest accrued on each payment and each withdrawal at 5% per year.

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. For any Account Year, this “free withdrawal amount” equals 10% of all Purchase Payments made during the last seven Account Years (including the current Account Year), plus all Purchase Payments we have held for at least seven Account Years. Withdrawals made from the Fixed Account 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.

2

Right to Return

Your Contract contains a “free look” provision. If you cancel your Contract within 10 days after receiving it (or later if required 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). We will not deduct a withdrawal charge or a Market Value Adjustment.

Tax Considerations

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 you are younger than 59¹⁄₂ 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 Contract, 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 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/

3

FEES AND EXPENSES

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

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): 6% ¹  

Number of Complete Account Years Since Purchase Payment has been in the Account	0 - 1	2 - 3	4 - 5	6	7 or more
Withdrawal Charge	6%	5%	4%	3%	0%

Maximum Fee Per Transfer (currently $0):	$152
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 average daily net Variable Account assets)

Mortality and Expense Risk Charge:	1.25%
Administrative Expenses Charge:	0.15%
Total Variable Account Annual Expenses:	1.40%

The table below shows the minimum and maximum total operating expenses charged by the Funds for the year ended December 31, 2018.

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)		0.45%		1.50%

The expenses shown, which include any acquired fund fees and expenses, are those incurred for the year ended December 31, 2018, 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  A portion of your Account may be withdrawn each year without imposition of any withdrawal charge and, after a Purchase Payment has been in your Account for seven Account Years, it may be withdrawn free of the withdrawal charge. (See “Withdrawal Charge.”)

²  Currently, we impose no fee upon transfers; however, we reserve the right to impose a fee of up to $15 per transfer. We do impose certain restrictions upon the number and frequency of transfers. (See “Transfer Privilege.”)

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

⁴  The current Annual Account Fee is equal to the lesser of $30 or 2% of your Account Value. The Annual Account Fee may be changed annually but it will never exceed the lesser of $50 or 2% of your Account Value. The Annual Account Fee is waived if your Account Value has been allocated only to the Fixed Account for the applicable Account Year or if your Account Value is $75,000 or more on your Account Anniversary. (See “Account Fee.”)

4

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. 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 purpose of converting the annual contract fee to a percentage, the Example assumes an average Contract size of $30,000. 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
$855	$	1,308	$	1,818	$	3,353

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

1 year	3 years		5 years		10 years
$303	$	927	$	1,577	$	3,353

(3) If you do not surrender your Contract:

1 year	3 years		5 years		10 years
$303	$	927	$	1,577	$	3,353

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 C.

THE ANNUITY CONTRACT

Delaware Life Insurance Company and Delaware Life Variable Account F (the “Variable Account”) offer the Contract on a group basis in connection with retirement plans. 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.

5

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

Your Contract provides a number of important benefits for your 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 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 death benefit if the Annuitant dies during the Accumulation Phase.

• 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 others 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.

COMMUNICATING TO US ABOUT YOUR CONTRACT

You may submit transaction requests or communicate with us in writing or by telephone. All materials sent to us, including Purchase Payments, must be sent to us at 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 or by telephone.

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 4:00 p.m., Eastern Time.

Certain methods of contacting us, such as by telephone, may be unavailable or delayed. Any 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.

6

Electronic Account Information

During the Accumulation Phase, instead of receiving paper copies, Contract Owners may elect to receive prospectuses, transaction confirmations, reports and other communications in electronic format. 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 Group One Thousand One, LLC, a limited liability company organized under the laws of the State of Delaware on December  12, 2012. Group One Thousand One, LLC is ultimately controlled by Mark R. Walter.

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 described in this Prospectus 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 the Contracts, including the promise to make annuity payments, 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 of the MFS^® Variable Insurance Trust or the MFS^® Variable Insurance Trust II. 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 a Fund 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 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.

7

VARIABLE ACCOUNT OPTIONS: THE TRUSTS

The MFS^® Variable Insurance Trust and the MFS^® Variable Insurance Trust II (the “Trusts”) are open-end management investment companies registered under the Investment Company Act of 1940. Massachusetts Financial Services Company (“MFS^®”) serves as the investment adviser to the Trusts.

The Trusts are composed of a number of independent portfolios of securities, each of which has separate investment objectives and policies. Shares of the Trusts are issued in a number of investment options (each, a “Fund”), each corresponding to one of the portfolios. The Contracts provide for investment by the Sub-Accounts in shares of the Funds of the Trusts. Additional portfolios may be added to the Trusts which may or may not be available for investment by the Variable Account.

Each Fund pays fees to MFS^® for its services pursuant to investment advisory agreements. MFS^® also serves as investment adviser to each of the funds in the MFS Family of Funds^®, and to certain other investment companies established by MFS^®. MFS^® and its predecessor organizations have a history of money management dating from 1924. MFS^® operates as an autonomous organization and the obligation of performance with respect to the investment advisory and underwriting agreements is solely that of MFS^®. We undertake no obligation in this regard.

MFS^® may serve as the investment adviser to other mutual funds which have similar investment goals and principal investment policies and risks as the Funds, and which 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.

The Trusts may also offer their shares to other 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 arrangement, 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 investing in the Trusts. A conflict may occur due to differences in tax laws affecting the operations of variable life and variable annuity separate accounts, or some other reason. We and each Trust’s Board of Trustees will monitor events for such conflicts, and, in the event of a conflict, we will take steps necessary to remedy the conflict, including withdrawal of the Variable Account from participation in the Fund which is involved in the conflict or substitution of shares of other Funds or other mutual 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 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.

More comprehensive information about the Trusts and the management, investment objectives, policies, restrictions, expenses and potential risks of each Fund may be found in the current Trust prospectuses. You should read the Trust prospectuses carefully before investing. The Statement of Additional Information for each of the Trusts is available on our website, www.delawarelife.com, or by calling us at (877) 253-2323.

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 premiums and/or transfers of Account Value if we determine that a Fund

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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 other than those allocated to any separate account. Amounts you allocate to Guarantee Periods become part of the Fixed Account, and are available to fund the claims of all classes of our customers, including claims for benefits under the Contracts.

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 Period(s) 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 for a particular duration, allocations or transfers into that Guarantee Period will not be permitted.

Any of your Account Value held in a Guarantee Period will not be affected by our closing the Guarantee Period to new amounts. At the end of that Guarantee Period, unless you instruct us otherwise, we will automatically renew your Guarantee Period allocation into a new Guarantee Period of the same duration as the last Guarantee Period. (See “Renewals” under “Fixed Account Value.”)

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Guaranteed Interest Rates

We publish Guaranteed Interest Rates for each Guarantee Period offered. We may change the Guaranteed Interest Rates we offer from time to time, but no Guaranteed Interest Rate will ever be less than the minimum guaranteed rate permitted by state law. Also, 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 determine Guaranteed Interest Rates at our discretion. We do not have a specific formula for establishing the rates for different Guarantee Periods. Our determination will be influenced by the interest rates on fixed income investments in which we may invest with amounts allocated to the Guarantee Periods. We will also consider other factors in determining these rates, including regulatory and tax requirements, sales commissions and administrative expenses borne by us, general economic trends and competitive factors. We cannot predict the level of future interest rates.

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

Early Withdrawals

Early withdrawals from your allocation to a Guarantee Period, including cash withdrawals, transfers, and commencement of an annuity, 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 the Annuitant dies before the Annuity Commencement Date.

Issuing Your Contract

When you purchase a Contract, a completed Application and the initial Purchase Payment are sent to us for acceptance. When we accept a Group Contract, we issue the Contract to the Owner; we issue a Certificate to you as a Participant when we accept your Application.

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 $5,000 ($10,000 if you live in California, Maryland or Texas), and, 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 approval in advance, we will not accept a Purchase Payment if your Account Value is over $1 million, or if the Purchase Payment would cause your Account Value to exceed $1 million. Within these limits, you may make Purchase Payments at any time during the Accumulation Phase.

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Allocation of Net Purchase Payments

You may allocate your Purchase Payments among the different Sub-Accounts and Guarantee Periods currently available.

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. Your allocation factors will remain in effect as long as your selected Sub-Accounts and Guarantee Periods continue to be available for investment. You may, however, change the allocation factors for future Purchase Payments by sending us notice of the change in a form acceptable to us. 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.

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 (“Variable Account Value”) and the Fixed Account portion (“Fixed Account Value”). These two components are calculated separately, as described under the headings “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.) We also may determine the value of Variable Accumulation Units of a Sub-Account on days the Exchange is closed if there is enough trading in securities held by that Sub-Account to materially affect the value of the Variable Accumulation Units. 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 Series 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 Series during the Valuation Period, by (2) the net asset value per

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share of the Series share at the end of the previous Valuation Period; we then deduct a factor representing the asset-based insurance charge (the mortality and expense risk charge and administrative expense charge) for each day in the Valuation Period.

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.

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.

The Guarantee Period begins the day we apply your allocation and ends when the number of 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 Expiration Date. 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 will extend beyond your maximum Annuity Commencement Date will result in the application of a Market Value Adjustment upon annuitization or withdrawal. 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. If you would like to change your Fixed Account option, we must receive from you prior to the Renewal Date:

• written notice 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.”)

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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. 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 next available Guarantee Period.

Early Withdrawals

If you withdraw, transfer, or annuitize an allocation from a Guarantee Period more than 30 days prior to the Expiration 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 or 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.”)

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 occurring more than 30 days before the Renewal Date or any time after the Expiration Date or any time after the Expiration 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.

If a written or telephone 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 are genuine. These procedures may require any person requesting a transfer by telephone to provide personal identifying

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information. We will not be liable for following instructions communicated by telephone that we reasonably believe are genuine.

We reserve the right to deny any and all transfer requests made by telephone 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 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 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 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, your transfer request will be priced on the next Business Day.

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 or by telephone. 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.

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”), exceed the maximum fee per transfer presented in the table of “Fees and Expenses”.

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 short-term trading which restrict your transfer privileges 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.

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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 and other shareholders, 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 or 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.

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.

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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; Bonus Guaranteed Interest Rates

We may reduce or waive the withdrawal charge or annual Account Fee, credit additional amounts, or grant bonus Guaranteed Interest Rates in certain situations. 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, sales of large Contracts, 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.”

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.”

We reserve the right to terminate each of these programs. You may terminate your participation in any of these programs at any time by written notice to us or by other means approved by us.

Dollar-Cost Averaging

You may select a dollar-cost averaging program at no extra charge by allocating a minimum amount 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.)

Dollar-cost averaging allows you to invest gradually over time. Each month or quarter, as you select, we will transfer the same amount automatically 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. If you elected to participate in dollar-cost averaging when you purchased your Contract, then all future Purchase Payments will be allocated to dollar-cost averaging, unless you specify otherwise.

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. Previously applied amounts may not be transferred to a Guarantee Period made available in connection with this program.

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No Market Value Adjustment will apply to amounts automatically transferred from the Fixed Account under the dollar-cost averaging program, except that 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 dollar-cost averaging program and may be subject to the $1,000 minimum investment limit.

The main objective of a dollar-cost averaging program is to minimize the impact of short-term price fluctuations on Account Value. Since you transfer the same dollar amount to the Sub-Accounts at set intervals, dollar-cost averaging 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. A dollar-cost averaging program allows you to take advantage of market fluctuations. However, it is important to understand that a dollar-cost averaging 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 dollar-cost averaging program.

Asset Allocation

One or more asset allocation programs may be available in connection with the Contracts, at no extra charge. 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.

Currently, you may select one of the available asset allocation models, each of which represents a combination of Sub-Accounts with a different level of risk. These models, as well as the terms and conditions of the asset allocation program, are fully described in a separate brochure. We may add or delete programs in the future.

Our asset allocation programs are “static” programs. That is to say, if you elect an asset allocation program, we automatically rebalance your Account Value among the Sub-Accounts represented in the model you chose. While we will not alter 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 issued on or after the date the new model goes into effect or to Participants who elect an asset allocation program on or after that date. Participants of any existing asset allocation programs may make an independent decision to change their asset allocations at any time. You should consult your financial adviser periodically to consider whether the 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. 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 to you, or reinvest, interest credited for all Guarantee Periods you have chosen. 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.

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

Portfolio Rebalancing Program

Under the Portfolio Rebalancing Program, we transfer funds among the 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.

No transfers to or from any Guarantee Period are permitted while this program is in effect.

Secured Future Program

Under the Secured Future Program, at issue, 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, and we 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 initial Purchase Payment, less the amount of any Contract charges that have been deducted from the Fixed Account. The remainder of the original Purchase Payment will be invested in Sub-Accounts of your choice. At the end of the Guarantee Period, you will be guaranteed the amount of your 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. The Secured Future Program is subject to availability. 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 no longer being offered. (See “The Fixed Account Options: The Guarantee Periods.”)

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”) and 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 or partial withdrawal. Withdrawals also may have adverse federal income tax consequences, including a 10% penalty tax. (See “TAX CONSIDERATIONS.”) You should carefully consider these tax consequences before requesting a cash withdrawal.

Full Withdrawals

If you request a full withdrawal, we calculate the amount we will pay you as follows: We start with your Account Value at the end of the Valuation Period during which we receive your withdrawal request; we deduct the Account Fee, if applicable, for the Account Year in which the withdrawal is made; we add the amount of any Market Value Adjustment applicable to your Fixed Account Value; and finally, we deduct any applicable withdrawal charge.

A full withdrawal results in the surrender of your Contract, and cancellation of all rights and privileges under your Contract.

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Partial Withdrawals

Unless you specify otherwise, when you request a partial withdrawal, we will pay you the amount specified in your request adjusted by any applicable charges and/or Market Value Adjustment and then reduce the value of your Account by the amount of the withdrawal.

You may specify the amount you want withdrawn from each Sub-Account and/or Guarantee Period 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.

Partial withdrawals may affect the death benefit amount. (See “Amount of Death Benefit.”)

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, except in cases where we are permitted 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;

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

• if 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 CONSIDERATIONS.”)

When you make a withdrawal, we consider the oldest Purchase Payment that you have not already withdrawn to be withdrawn first, then the second oldest Purchase Payment, and so forth. Once all Purchase Payments are withdrawn, the balance withdrawn is considered to be accumulated value.

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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.

If you purchased your Contract before November 1994, or if your state does not permit our current withdrawal charge, we use the Alternate Withdrawal Charge. (See “Alternate Withdrawal Charge.”)

The withdrawal charge will never be greater than 6% of the aggregate amount of Purchase Payments you make under the Contract.

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

Free Withdrawal Amount

In each Account Year you may withdraw a portion of your Account Value, which we will call the “free withdrawal amount,” before incurring the withdrawal charge. For any year, the free withdrawal amount is equal to (1) 10% of the amount of all Purchase Payments you have made during the last seven Account Years, including the current Account Year (the “Annual Withdrawal Allowance”), plus (2) the amount of all Purchase Payments made before the last seven Account Years that you have not previously withdrawn. Any portion of the Annual Withdrawal Allowance that you do not use in an Account Year is cumulative, that is, it is carried forward and available for use in future years.

For convenience, we refer to Purchase Payments made during the last seven Account Years (including the current Account Year) as “New Payments,” and all Purchase Payments made before the last seven Account Years as “Old Payments.”

For example, assume you wish to make a withdrawal from your Contract in Account Year 10. You made an initial Purchase Payment of $10,000 in Account Year 1, you made one additional Purchase Payment of $8,000 in Account Year 8, and you have made no previous withdrawals. Your Account Value in Account Year 10 is $35,000. The free withdrawal amount for Account Year 10 is $19,400, calculated as follows:

• $800, which is the Annual Withdrawal Allowance for Account Year 10 (10% of the $8,000 Purchase Payment made in Account Year 8, the only New Payment); plus

• $8,600, which is the total of the unused Annual Withdrawal Allowances of $1,000 for each of Account Years 1 through 7 and $800 for each of Account Years 8 and 9 that are carried forward and available for use in Account Year 10; plus

• $10,000, which is the amount of all Old Payments that you have not previously withdrawn.

Withdrawal Charge on Purchase Payments

If you withdraw more than the free withdrawal amount in any Account Year, we consider the excess amount to be withdrawn first from New Payments that you have not previously withdrawn. We impose the withdrawal charge on the amount of these New Payments. Thus, the maximum amount on which we will impose the withdrawal charge in any year will never be more than the total of all New Payments that you have not previously withdrawn.

The amount of your withdrawal, if any, that exceeds the total of the free withdrawal amount plus the aggregate amount of all New Payments not previously withdrawn, is not subject to the withdrawal charge.

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Order of Withdrawal

New Payments are withdrawn on a first-in first-out basis until all New Payments have been withdrawn. For example, assume the same facts as in the example above. In Account Year 10 you wish to withdraw $25,000. We attribute the withdrawal first to the free withdrawal amount of $19,400, which is not subject to the withdrawal charge. The remaining $5,600 is withdrawn from the Purchase Payment made in Account Year 8 (the only New Payment) and is subject to the withdrawal charge. The $2,400 balance of the Account Year 8 Purchase Payment will remain in your Account. If you make a subsequent $5,000 withdrawal in Account Year 10, $2,400 of that amount will be withdrawn from the remainder of the Account Year 8 Purchase Payment and will be subject to the withdrawal charge. The other $2,600 of your withdrawal (which exceeds the amount of all New Payments not previously withdrawn) will not be subject to the withdrawal charge.

Calculation of Withdrawal Charge

We calculate the amount of the withdrawal charge by multiplying the Purchase Payments you withdraw by a percentage. The percentage varies according to the number of Account Years the Purchase Payment has been held in your Account, including the year in which you made the Purchase Payment, but not the year in which you withdraw it. Each Purchase Payment begins a new seven-year period and moves down a declining surrender charge scale at each Account Anniversary. Purchase Payments received during the current Account Year will be charged 6% if withdrawn. On your next scheduled Account Anniversary, that Purchase Payment along with any other Purchase Payments made during that Account Year, will be considered to be in their second Account Year and will have a 5% withdrawal charge. On the next Account Anniversary, these Purchase Payments will move into their third Account Year and will have a withdrawal charge of 5%. The withdrawal charge decreases according to the number of Account Years the Purchase Payment has been in your Account. The declining withdrawal charge scale is as follows:

Number of Account Years Purchase Payment has been in your Account	Withdrawal Charge
0 - 1	6%
2 - 3	5%
4 - 5	4%
6	3%
7 or more	0%

For example, using the same facts as in the example in “Free Withdrawal Amount” above, the percentage applicable to the withdrawals in Account Year 10 of Purchase Payments made in Account Year 8 would be 5%, because the number of Account Years the Purchase Payments have been held in your Account would be 2. You may want to consider deferring a withdrawal because withdrawal charges decline the longer the Purchase Payment is held in your Account.

For additional examples of how we calculate withdrawal charges, see Appendix B.

Alternate Withdrawal Charge

If you purchased your Contract before November 1994, or if your state does not permit the withdrawal charge described above, we will impose the withdrawal charge as follows:

Free Withdrawal Amount

In each Account Year you may withdraw a portion of your Account Value, which we will call the “free withdrawal amount,” before incurring the withdrawal charge. For any year, the free withdrawal amount is equal to (1) 10% of the amount of all Purchase Payments you have made during the last seven Account Years, including the current Account Year (the “Annual Withdrawal Allowance”), plus (2) the amount of all Purchase Payments made before the last seven Account Years that you have not previously withdrawn. The Annual Withdrawal Allowance is not cumulative; any portion of the Annual Withdrawal Allowance that you do not use in an Account Year will not be carried forward or available for use in future years.

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For convenience, we refer to Purchase Payments made during the last seven Account Years (including the current Account Year) as “New Payments,” and all Purchase Payments made before the last seven Account Years as “Old Payments.” Your Account Value minus New Payments and Old Payments is called “accumulated value.”

Order of Withdrawal

When you make a withdrawal, we consider the oldest Payment that you have not already withdrawn to be withdrawn first, then the next oldest, and so forth. Once all Old Payments and New Payments are withdrawn, the balance withdrawn is considered to be accumulated value.

Calculation of Withdrawal Charge

We calculate the amount of the withdrawal charge by multiplying the Purchase Payments you withdraw by a percentage. The percentage varies according to the number of Account Years the Purchase Payment has been held in your Account, including the year in which you made the Purchase Payment, but not the year in which you withdraw it. Each Purchase Payment begins a new seven-year period and moves down a declining surrender charge scale at each Account Anniversary. Purchase Payments received during the current Account Year will be charged 6% if withdrawn. On your next scheduled Account Anniversary, that Purchase Payment along with any other Purchase Payments made during that Account Year, will be considered to be in their second Account Year and will have a 5% withdrawal charge. On the next Account Anniversary, these Purchase Payments will move into their third Account Year and will have a withdrawal charge of 5%. The withdrawal charge decreases according to the number of Account Years the Purchase Payment has been in your Account. The declining withdrawal charge scale is as follows:

Number of Account Years Purchase Payment has been in your Account	Withdrawal Charge
0 - 1	6%
2 - 3	5%
4 - 5	4%
6	3%
7 or more	0%

For additional examples of how we calculate the Alternate Withdrawal Charge, see Appendix B. You may want to consider deferring a withdrawal because withdrawal charges decline the longer the Purchase Payment is held in your Account.

Types of Withdrawals Not Subject to Withdrawal Charge

We do not impose a withdrawal charge on withdrawals from the Accounts of (a) our employees, (b) employees of our affiliates, or (c) licensed insurance agents who sell the Contracts. We also may waive withdrawal charges with respect to Purchase Payments derived from the surrender of other annuity contracts we issue.

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 we issued your Contract; and

• 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.

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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 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.

Other Withdrawals

We do not impose the withdrawal charge:

• on amounts you apply to provide an annuity;

• on amounts we pay as a death benefit;

• 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 a part of an optional program.

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 to the balance of 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 to 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

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; and
	N	is the number of complete months remaining in your Guarantee Period.

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.

CONTRACT CHARGES

Account Fee

During the Accumulation Phase of your Contract, we will deduct from your Account Value an annual Account Fee 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, which is the anniversary of the first day of the month after we issue your Contract. In Account Years 1 through 5, the Account Fee is equal to the lesser of (a) $30 and (b) 2% of your Account Value. After Account Year 5, we may change the Account Fee each year, but the Account Fee will never exceed the lesser of (a) $50 and (b) 2% of your Account Value. 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 you the annual Account Fee if:

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

• your Account Value is more than $75,000 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 $30 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

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, the Accounts and the Variable Account that are not covered by the annual Account Fee.

Depending on the amount of expenses that we incur, we expect that we may earn a profit from this charge. 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 1.25%. 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 Annuitant 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 benefit riders will exceed the amount of the charges we deduct for those riders; and (4) the risk that the Account Fee and the administrative expense charge we assess under the Contracts 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 the risks, 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 Contracts. 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.

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 of the Trust. These fees and expenses are described in the relevant Fund’s prospectus and related Statement 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.

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Modification in the Case of Group Contracts

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

DEATH BENEFIT

If the Annuitant dies during the Accumulation Phase, we will 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 you have named more than one Annuitant, the death benefit will be payable after the death of the last surviving Annuitant.) If the Beneficiary is not living on your date of death, we will pay the death benefit to the Annuitant, or, if the Annuitant is not then living, in one sum to your estate. We do not pay a death benefit if the Annuitant dies during the Income Phase. However, the Beneficiary will receive any payments provided under an Annuity Option that is in effect.

Amount of Death Benefit

To calculate the amount of your death benefit, we use a “Death Benefit Date.” The Death Benefit Date is the date we receive proof of the Annuitant’s death in an acceptable form (“Due Proof of Death”) if you have elected a death benefit payment method before the Annuitant’s death and it remains effective. Otherwise, the Death Benefit Date is the later of the date we receive Due Proof of Death or the date we receive either the Beneficiary’s election of payment method, or if the Beneficiary is the Annuitant’s spouse, Contract continuation. If we do not receive the Beneficiary’s election within 60 days after we receive Due Proof of Death, the Death Benefit Date will be the last day of the 60 day period.

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

If the Annuitant was 85 or younger on your Contract Date (the date we accepted your first Purchase Payment), 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;

(3) your Account Value on the Seven-Year Anniversary immediately before the Death Benefit Date, adjusted for subsequent Purchase Payments and partial withdrawals and charges made between the Seven-Year Anniversary and the Death Benefit Date; and

(4) your total Purchase Payments minus the sum of partial withdrawals; interest will accrue daily on each Purchase Payment and each partial withdrawal at a rate equivalent to a rate of 5% per year until the first day of the month following the Annuitant’s 80th birthday. No such accumulation will apply to a Purchase Payment or partial withdrawal once that Purchase Payment or partial withdrawal has, as a result of such accumulation, grown to double its original amount.

If the Annuitant was 86 or older on your Contract 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.

If the death benefit we pay is amount (2), (3) or (4), your Account Value will be increased by the excess, if any, of that amount over amount (1). 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). The Beneficiary may then transfer to the Fixed Account and begin a new Guarantee Period, if we are then currently offering Fixed Account Options.

If your Contract is a traditional Individual Retirement Annuity or a 403(b) TSA annuity, required minimum distributions under the Internal Revenue Code may affect the value of your death benefit. Please refer to “Required Minimum Distribution Requirements” under “TAX CONSIDERATIONS” for more information regarding tax issues that you should consider before choosing a death benefit.

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Spousal Continuance

If your spouse is your Beneficiary, upon your death (if you are the Annuitant) your spouse may elect to continue the Contract as the Participant, rather than receive the death benefit. In that case, the death benefit provisions of the Contract will not apply until the death of your spouse (see “Other Contract Provisions - Death of Participant”).

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 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 our Service Address an election form, which we will provide. If no such election is in effect on the date of the Annuitant’s death, the Beneficiary may elect either a single cash payment or an annuity. If you were the Annuitant and the Beneficiary is your spouse, the Beneficiary may elect to continue the Contract. This election is made by sending us a letter of instruction. If we do not receive the Beneficiary’s election within 60 days after we receive Due Proof of Death, we will pay the death benefit in a single cash payment.

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. (See “The Income Phase - Annuity Provisions.”) Neither you nor the Beneficiary may exercise rights that would adversely affect the treatment of the Contract as an annuity contract under the Internal Revenue Code. (See “Other Contract Provisions - Death of Participant.”)

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.

Due Proof of Death

We accept any of the following as proof of any person’s death:

• an original certified copy of an official death certificate;

• an original certified copy of a decree of a court of competent jurisdiction as to the finding of death; or

• any other proof we find satisfactory.

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THE INCOME PHASE - ANNUITY PROVISIONS

During the Income Phase, we make regular 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 below, under the Annuity Option(s) 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(s) 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 the Annuitant or Co-Annuitant

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.”

Under a Non-Qualified Contract, if you name someone other than yourself as Annuitant, you may also select a Co-Annuitant, who will become the new Annuitant if the original Annuitant dies before the Income Phase. If you have named both an Annuitant and a Co-Annuitant, you may designate one of them to become the sole Annuitant as of the Annuity Commencement Date, if both are living at that time. If you have not made that designation on the 30th day before the Annuity Commencement Date, and both the Annuitant and the Co-Annuitant are still living, the Co-Annuitant will become the Annuitant on the Annuity Commencement Date.

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

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 Contract Date.

• The latest possible Annuity Commencement Date is the first day of the month following the Annuitant’s 95th birthday (“maximum Annuity Commencement Date”) or, if there is a Co-Annuitant, the 95th birthday of 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 from time to time 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

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distributions must commence no later than April 1 following the year the Annuitant reaches age 70¹⁄₂ (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 70¹⁄₂).

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, except that Option E is available only for a Fixed Annuity. 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.

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 in effect; 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 survivor dies. There is no provision for continuance of any payments to a Beneficiary.

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 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 in effect. If the Annuitant dies during the period selected, the remaining income payments are made as described above for payments to a Beneficiary under Annuity Option B. The election of this Annuity Option may result in the imposition of a penalty tax.

Annuity Option E - Fixed Payments

We hold the portion of your Adjusted Account Value selected for this option at interest, and make fixed payments in such amounts and at such times as you and we may agree. We continue making payments until the amount we hold is exhausted. The final payment will be for the remaining balance and may be less than the previous installments. We will credit interest yearly on the amount remaining unpaid at a rate we determine from time to time, but never less than 3% per year (or a higher rate if specified in your Contract) compounded annually. We may change the rate at any time, but will not reduce it more frequently than once each calendar year. The election of this Annuity Option may result in the imposition of a penalty tax.

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

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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.

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 annuity payments will remain the same. If you do not specify a Variable Annuity or a Fixed Annuity, your Adjusted Account Value will be divided between Variable Annuities and Fixed Annuities in the same proportions as your Account Value was divided between the Variable and Fixed Accounts on the Annuity Commencement Date. You may allocate your Adjusted Account Value applied to a Variable Annuity among the Sub-Accounts, or we will use your existing allocations.

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

Remember that the Annuity Options 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 immediately prior to the Annuity Commencement Date and making the following adjustments:

• We deduct a proportional amount of the annual 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 a deduction, an addition, or no change to your Account Value.

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

Variable Annuity Payments

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 generally based on an assumed interest rate of 3% per year, compounded annually. (See “Annuity Payment Rates.”)

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.

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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, which are based on a minimum guaranteed interest rate of 3% per year, compounded annually, 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.

Transfer of Variable Annuity Units

During the Income Phase, the Annuitant may transfer Annuity Units from one Sub-Account to another, 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.

During the Income Phase, the Annuitant, the authorized representative of the broker-dealer of record, or another authorized third party may request transfers by telephone, or in writing by submitting the request to our Service Address, 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 from one Sub-Account to another, you should carefully review the relevant Fund prospectus for the investment objectives and risk disclosure of the Fund in which the Sub-Accounts invest.

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 in equal amounts from each Variable Annuity payment. We do not deduct the annual Account Fee from Fixed Annuity payments. (See “Account Fee” under “Contract Charges.”)

Annuity Payment Rates

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 (at least 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 (at least 3% per year, compounded annually). We may change these rates under Group Contracts for Accounts established after the effective date of such change. (See “Other Contract Provisions - Modification.”)

The annuity payment rates may vary according to the Annuity Option(s) elected and the adjusted age of the Annuitant. The Contract also describes the method of determining the adjusted age of the Annuitant. The mortality table used in determining the annuity payment rates for Options A, B and C is the 1983 Individual Annuitant Mortality Table.

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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 Annuitant’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/Payee. 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

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 Annuitant. 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. 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 last 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. 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 without full and adequate consideration, 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.

Death of Participant

If your Contract is a Non-Qualified Contract and you die prior to the Annuitant and before the Annuity Commencement Date, special distribution rules apply. In that case, your Account Value, plus or minus any Market Value Adjustment, must be distributed to your “designated beneficiary” within the meaning of Section 72(s) of the Internal Revenue Code, 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, with payments beginning no later than one year after your death.

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The person you have named as Beneficiary under your Contract, if any, will be the “designated beneficiary.” If the named Beneficiary is not living, the Annuitant automatically becomes the designated beneficiary.

If the designated beneficiary is your surviving spouse, your spouse may elect to continue the Contract in his or her own name as Participant. If you were the Annuitant as well as the Participant, your surviving spouse (if the designated beneficiary) may elect to be named as both Participant and Annuitant and continue the Contract; in that case, we will not pay a death benefit and the Account Value will not be increased to reflect the death benefit calculation. In all other cases where you are the Annuitant, the death benefit provisions of the Contract control, subject to the condition that any Annuity Option elected complies with the special distribution requirements described above.

If your spouse elects to continue the Contract (either in the case where you are the Annuitant or in the case where you are not the Annuitant), your spouse must give us written notification within 60 days after we receive Due Proof of Death, and the special distribution rules described above will apply on the death of your spouse.

If you are the Annuitant and you die during the Income Phase, the remaining value of the Annuity Option in place must be distributed at least as rapidly as the method of distribution under the option.

If the Participant is not a natural person, these distribution rules apply on a change in, or the death of, any Annuitant or Co-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.

If yours is a Qualified Contract, any distributions upon your death will be subject to the laws and regulations governing the particular retirement or deferred compensation plan in connection with which the Qualified Contract was issued.

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

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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, negative market value adjustments, and federal taxes on withdrawals), minimum distributions, death benefit payments, and transfers (excluding dollar-cost averaging transfers). Such confirmations will be sent within two business days after the transaction occurs.

In addition, within five business days after each calendar quarter, we will send you 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, 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 of the Trust 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 Contracts. We may also substitute shares of another Fund or shares of another registered open-end investment company or unit investment trust for the shares held in any Sub-Account, 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 we deem 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 Contracts. Any changes we make by splitting or combining Variable Accumulation Unit values must comply with federal securities laws and regulations.

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Modification

Upon notice to the Owner and Participant(s), (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”); (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 Fees, 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.

Limitation or 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 Series, 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 required by your state, after it was delivered to you. State law may also allow you to return the Contract to your sales representative. When we receive the returned Contract, it will be cancelled and we will refund to you your Account Value. However, if applicable state law requires, we will return 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 Contract 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 CONSIDERATIONS

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 Considerations

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

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 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 a Qualified Contract should be based on the assumption that the purchase of a Qualified Contract 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 to the extent the Account Value immediately prior to the withdrawal exceeds the “investment in the contract”. 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 a Participant 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 Participant 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 Participant 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 59¹⁄₂, 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 contract owner 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.

For a Non-Qualified Contract to be treated as an annuity contract for federal income tax purposes, the terms of the Contract must provide the following three distribution rules:

If the Owner dies before the date annuity payouts begin, the entire Annuity Account Value must generally be distributed within five years after the date of death;

If payable to a designated Beneficiary, the distributions may be paid over the life of that designated Beneficiary or over a period not extending beyond the life expectancy of that Beneficiary, so long as payouts start within one year of the Owner’s death; and

If the sole designated Beneficiary is the Owner’s Spouse, the Contract may be continued in the name of the Spouse as Owner.

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For Qualified Contracts, if an Owner dies after RMD distributions have begun, the remaining portion of such interest will continue to be distributed at least as rapidly as under the method of distribution being used prior to the individual’s death.

If an Owner dies before RMD distributions have begun, distribution of the individual’s entire interest must be completed by December 31 of the calendar year containing the fifth anniversary of the individual’s death unless an

election is made to receive distributions in accordance with the rules set forth below:

(1) If the Owner’s interest is payable to a designated Beneficiary, then the entire interest of the individual may be distributed in equal or substantially equal payments over the life or over a period certain not greater than the life expectancy of the designated Beneficiary commencing on or before December 31 of the calendar year immediately following the calendar year in which the Owner died;

(2) If the designated Beneficiary is the Owner’s surviving spouse, the date distributions are required to begin in accordance with (1) above must not be earlier than the later of (a) December 31 of the calendar year immediately following the calendar year in which the individual died or (b) December 31 of the calendar year in which the individual would have attained age 70¹⁄₂;

(3) If the designated Beneficiary is the Owner’s surviving spouse, the spouse may treat the Contract as his or her own Qualified Contract. This election will be deemed to have been made if such surviving spouse makes a regular Contribution to the Contract, makes a rollover to or from such Contract, or fails to elect any of the above provisions.

If the Owner dies on or after the date annuity payouts start, and before the entire interest in the Contract has been distributed, payments under the Contract must continue on the same or on a more rapid schedule than that provided for in the method in effect on the date of death.

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.

Section 1035 of the Code provides that no gain or loss will be recognized on the exchange of one annuity contract for another. Generally, an annuity contract issued in an exchange for another annuity contract is treated as new for purposes of the penalty and distribution at death rules.

In Revenue Procedure 2011-38, the IRS set forth the rules as to when a partial transfer between annuity contracts will be treated as a tax-free exchange under Section 1035 of the Code. Under Rev. Proc. 2011-38:

The period of time in which cash cannot be withdrawn from either contract after a partial transfer is 180 days beginning on the date of the transfer; and

Annuity payments that satisfy the partial annuitization rule of IRC Section 72(a)(2) will not be treated as a distribution from either the old or new contract.

Please discuss the tax consequences of any contemplated or completed transactions with a qualified tax professional.

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.

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 and 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.

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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 59¹⁄₂, 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 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

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age 59¹⁄₂, 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 59¹⁄₂, unless an exception applies. The Internal 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.

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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 59¹⁄₂ (subject to certain exceptions) or (2) during the five taxable years starting with the year in which the first contribution is made to any Roth IRA. A 10% penalty tax may apply to amounts attributable to a conversion from an IRA if they are distributed during the five taxable years beginning with the year in which the conversion was made.

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 59¹⁄₂, except in certain circumstances.

If you receive a distribution for 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, 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 to 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.

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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.

Required Minimum Distribution Requirements

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 70¹⁄₂ or, for non-IRAs, the date of retirement instead of age 70¹⁄₂ 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.

For Contracts issued in connection with traditional Individual Retirement Accounts, 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 in the Account’s RMD calculations.

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 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 requirements, a death benefit in your Contract could cause your RMD amount to be higher than it would be without such a benefit.

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

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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.

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 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 can be no assurance that the IRS will agree that this is the correct cash value. 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. 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.

Tax Cuts and Jobs Act of 2017

On December 22, 2017, the Tax Cuts and Jobs Act was enacted that included a broad range of tax reforms affecting businesses and individuals, including certain provisions related to contract owner tax reporting (effective after January 1, 2018). Please consult a qualified tax professional for more information.

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.

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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.

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 an 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 Considerations” 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 CONSIDERATIONS”, see “Pre-Distribution Taxation of Contracts”, “Distributions and Withdrawals from Non-Qualified Contracts”, “Withholding” and “Non-Qualified

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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.

ADMINISTRATION OF THE CONTRACTS

We have engaged se², llc (“se²”), a leading third-party provider of contract administration services for many other life insurance companies, located at 5801 SW 6^th Avenue, Topeka, KS 66636, 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 on technology, including digital communications and data storage networks and systems, 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 service providers and other business partners, our business is vulnerable to disruptions from utility outages, and susceptible to operational and information security risks resulting from information systems failure and cyber-attacks. We have established administrative and technical controls and cyber security plans, including a business continuity plan, to identify and protect our operations against cyber security breaches. Despite these controls, a cyber security breach could have a material, negative impact on the Company and the Variable Account, as well as on you and your Contract. Our operations also could be negatively affected by a cyber security breach impacting a third party, such as a governmental or regulatory authority, a service provider or another participant in the financial markets. Operational and information security 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 our website and other operational disruption, and unauthorized release of confidential customer information. Cyber security breaches may interfere with our processing of Contract transactions, including the processing of orders, impact our ability to calculate Variable Accumulation Unit values, cause the release or possible destruction of your confidential information or business information, impede order processing or cause other operational issues, subject us and/or our service providers and intermediaries to regulatory fines, litigation, and financial losses and/or cause reputational damage. Cyber security breaches may also impact the issuers of securities in which the Funds invest, which may cause the Funds to lose value and could subject you to identity theft and fraud. Although we continually make efforts to identify and reduce our exposure to cyber security risk, there can be no assurance that we will be able to successfully avoid this risk at all times.

DISTRIBUTION OF THE CONTRACTS

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

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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 Contract Owner 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 8.50% 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 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” compensations, 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 Company makes numerous forms of payments and engages in a variety of other activities 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 and other activities may be significantly greater or less in connection with the Contracts than in connection with other products offered and sold by the Company or by others. Accordingly, our payments and other activities 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.

46

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 2016, 2017, and 2018, approximately $1,846,452, $1,742,121, and $1,607,967, respectively, 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.

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.

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. 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. 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.

47

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 this Statement of Additional Information 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, 2018 are also included in the Statement of Additional Information.

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	7

48

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 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 of (a) 12 full calendar months plus (b) the part of the calendar month in which we issue your Contract (if not on the first day of the month), beginning with the Contract Date. Your Account Anniversary is the first day immediately after the end of an Account Year. Each Account Year after the first is the 12 calendar month period that begins on your Account Anniversary. If, for example, the Contract Date is in March, the first Account Year will be determined from the Contract Date but will end on the last day of March in the following year; your Account Anniversary is April 1 and all Account Years after the first will be measured from April 1.

ACCUMULATION PHASE: The period before the Annuity Commencement Date and during the lifetime of the Annuitant during which you make Purchase Payments under the Contract. This is called the “Accumulation Period” in the Contract.

*ANNUITANT: The person or persons named in the Application and on whose life the first annuity payment is to be made. In a Non-Qualified Contract, if you name someone other than yourself as Annuitant, you may also name a co-annuitant. If you do, all provisions of the Contract based on the death of the Annuitant will be based on the date of death of the last surviving of the persons named. By example, if the Annuitant dies prior to the Annuity Commencement Date, the co-annuitant will become the new annuitant. The death benefit will become due only on the death before the Annuity Commencement Date of the last surviving annuitant and co-annuitant named. These persons are referred to collectively in the Contract as “Annuitants.” If you have not named a sole Annuitant on the 30th day before the Annuity Commencement Date and both the Annuitant and Co-Annuitant are living, the Co-Annuitant will be the sole Annuitant during the Income Phase.

*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.

*BENEFICIARY: The person or entity having the right to receive the death benefit and, for Non-Qualified Contracts, who is the “designated beneficiary” for purposes of Section 72(s) of the Internal Revenue Code.

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.

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

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

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CONTRACT DATE: The date on which we issue your Contract. This is called the “Issue Date” in the Contract.

DEATH BENEFIT DATE: If you have elected a death benefit payment option before the Annuitant’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 Death Benefit Date will be the last day of the 60 day period and we will pay the death benefit in cash.

DUE PROOF OF DEATH: An original certified copy of an official death certificate, an original certified copy of a decree of a court of competent jurisdiction as to the finding of death, or any other proof satisfactory to the Company.

EXPIRATION DATE: The last day of a Guarantee Period.

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.

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.

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 or less than or equal to one.

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.

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.

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*PARTICIPANT: The person named in the Certificate who is entitled to exercise all rights and privileges of ownership under the Certificate, except as reserved by the Owner.

PAYEE: A recipient of payments under a Contract. The term includes an Annuitant or a Beneficiary who becomes entitled to benefits upon the death of the Annuitant.

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.

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

SEVEN-YEAR ANNIVERSARY: The seventh Account Anniversary and each succeeding Account Anniversary occurring at any seven year interval thereafter; for example, the 14th, 21st and 28th Account Anniversaries.

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

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 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, AND MARKET VALUE ADJUSTMENT

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

Withdrawal Charge Calculation for Certificates with Date of Coverage on or After November 1, 1994 Which Contain the Cumulative Withdrawal Provision:

Full Surrender:

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

	Account Year		Hypothetical Account Value		Free Withdrawal Amount			Purchase Payments Withdrawn		Withdrawal Charge Percentage			Withdrawal Charge Amount
(a)		1	$	41,000	$	4,000	(a)	$	37,000		6.00	%	$	2,220
(b)		3	$	52,000	$	12,000	(b)	$	40,000		5.00	%	$	2,000
(c)		7	$	80,000	$	28,000	(c)	$	40,000		3.00	%	$	1,200
(d)		9	$	98,000	$	68,000	(d)	$	40,000		0.00	%	$	0

(a) The free withdrawal amount during an Account Year is equal to 10% of new payments (those payments made in current Account Year or in the six immediately preceding Account Years) less any prior partial withdrawals in that Account Year. Any portion of the free withdrawal amount that is not used in the current Account Year is carried forward into future years. In the first Account Year 10% of new payments is $4,000. Therefore, on full surrender $4,000 is withdrawn free of the withdrawal charge and the Purchase Payment liquidated is $37,000 (Account Value less free withdrawal amount). The withdrawal charge amount is determined by applying the withdrawal charge percentage to the Purchase Payment withdrawn.

(b) In Account Year 3, the free withdrawal amount is equal to $12,000 ($4,000 for the current Account Year, plus an additional $8,000 for Account Years 1 and 2 because no partial withdrawals were taken and the unused free withdrawal amount is carried forward into future Account Years). The withdrawal charge percentage is applied to the Purchase Payment withdrawn (Account Value less free withdrawal amount).

(c) In Account Year 7, the free withdrawal amount is equal to $28,000 ($4,000 for the current Account Year, plus an additional $24,000 for Account Years 1 through 6, $4,000 for each Account Year because no partial withdrawals were taken and the unused free withdrawal amount is carried forward into future Account Years). The withdrawal charge percentage is applied to the Purchase Payment withdrawn (Account Value less free withdrawal amount, but not greater than actual Purchase Payments).

(d) In Account Year 9, the free withdrawal amount is $68,000, calculated as follows: There are no Annual Withdrawal Allowances for Account Years 8 or 9 because there are no New Payments in those years. The $40,000 Purchase Payment made in Account Year 1 is now an Old Payment that constitutes a portion of the free withdrawal amount. In addition, the unused Annual Withdrawal Allowances of $4,000 for each of Account Years 1 through 7 are carried forward and available for use in Account Year 9. The $98,000 full withdrawal is attributed first to the free withdrawal amount. Because the remaining $30,000 is not withdrawn from New Payments, this part of the withdrawal also will not be subject to the withdrawal charge.

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Partial Withdrawal:

Assume a single Purchase Payment of $40,000 is deposited at issue, no additional Purchase Payments are made, no partial withdrawals have been taken prior to the fifth Account Year, and there are a series of 3 partial withdrawals made during the fifth Account Year of $9,000, $12,000, and $15,000.

	Hypothetical Account Value		Partial Withdrawal Amount		Free Withdrawal Amount		Purchase Payments Withdrawn		Withdrawal Charge Percentage			Withdrawal Charge Amount
(a)	$	64,000	$	9,000	$	20,000	$	0		4.00	%	$	0
(b)	$	56,000	$	12,000	$	11,000	$	1,000		4.00	%	$	40
(c)	$	40,000	$	15,000	$	0	$	15,000		4.00	%	$	600

(a) The free withdrawal amount during an Account Year is equal to 10% of New Payments (those payments made in current account year or in the six immediately preceding Account Years) less any prior partial withdrawals in that Account Year. Any portion of the free withdrawal amount that is not used in the current account year is carried forward into future years. In Account Year 5, the free withdrawal amount is equal to $20,000 ($4,000 for the current Account Year, plus an additional $16,000 for Account Years 1 through 4, $4,000 for each Account Year because no partial withdrawals were taken). The partial withdrawal amount ($9,000) is less than the free withdrawal amount so no Purchase Payments are withdrawn and no withdrawal charge applies.

(b) Since a partial withdrawal of $9,000 was taken, the remaining free withdrawal amount is equal to $11,000. The $12,000 partial withdrawal will first be applied against the $11,000 free withdrawal amount, and then will withdraw Purchase Payments of $1,000, incurring a withdrawal charge of $40.

(c) The free withdrawal amount is zero since the previous partial withdrawals have already used the free withdrawal amount. The entire partial withdrawal amount will result in Purchase Payments being withdrawn and will incur a withdrawal charge. At the beginning of the next Account Year, 10% of Purchase Payments would be available for withdrawal requests during that Account Year.

Withdrawal Charge Calculation for Certificates with Date of Coverage Before November 1, 1994 and Certificates Issued After That Date Which Do Not Contain the Cumulative Withdrawal Provision.

This example assumes that the date of the full surrender or partial withdrawal is during the 9th Account Year.

1	2		3		4		5		6
1	$	1,000	$	1,000	$	0		0%	$	0
2	$	1,200	$	1,200	$	0		0%	$	0
3	$	1,400	$	1,280	$	120		3%	$	3.60
4	$	1,600	$	0	$	1,600		4%	$	64.00
5	$	1,800	$	0	$	1,800		4%	$	72.00
6	$	2,000	$	0	$	2,000		5%	$	100.00
7	$	2,000	$	0	$	2,000		5%	$	100.00
8	$	2,000	$	0	$	2,000		6%	$	120.00
9	$	2,000	$	0	$	2,000		6%	$	120.00
	$	15,000	$	3,480	$	11,520			$	579.60

Explanation of Columns in Table

Columns 1 and 2:

Represent Purchase Payments (“Payments”) and amounts of Payments. Each Payment was made on the first day of each Account Year.

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Column 3:

Represents the amounts that may be withdrawn without the imposition of withdrawal charges, as follows:

(a) Payments 1 and 2, $1,000 and $1,200, respectively, have been credited to the Certificate for more than 7 years.

(b) $1,280 of Payment 3 represents 10% of Payments that have been credited to the Certificate for less than 7 years. The 10% amount is applied to the oldest unliquidated Payment, then the next oldest and so forth.

Column 4:

Represents the amount of each Payment that is subject to a withdrawal charge. It is determined by subtracting the amount in Column 3 from the Payment in Column 2.

Column 5:

Represents the withdrawal charge percentages imposed on the amounts in Column 4.

Column 6:

Represents the withdrawal charge imposed on each Payment. It is determined by multiplying the amount in Column 4 by the percentage in Column 5.

For example, the withdrawal charge imposed on Payment 8

=	Payment 8, Column 4 x Payment 8, Column 5
=	$2,000 x 6%
=	$120

Full Surrender:

The total of Column 6, $579.60, represents the total amount of withdrawal charges imposed on Payments in this example.

Partial Withdrawal:

The sum of amounts in Column 6 for as many Payments as are liquidated reflects the withdrawal charges imposed in the case of a partial withdrawal.

For example, if $7,000 of Payments (Payments 1, 2, 3, 4 and 5) were withdrawn, the amount of the withdrawal charges imposed would be the sum of amounts in Column 6 for Payments 1, 2, 3, 4 and 5, which is $139.60.

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

The MVA factor is:

(	1 + I	)	N/12	-    1
	1 + J

These examples assume the following:

• The Guarantee Amount was allocated to a five year Guarantee Period with a Guaranteed Interest Rate of 6% or .06 (l).

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

• The value of the Guarantee Amount on the date of surrender is $11,910.16.

• The interest earned in the current Account Year is $674.16.

• No transfers or partial withdrawals affecting this Guarantee Amount have been made.

• 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.

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

The value of the Guarantee Amount less interested 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 - CONDENSED FINANCIAL INFORMATION

The following information for REGATTA GOLD should be read in conjunction with the Variable Account’s financial statements appearing in the Statement of Additional Information.

Sub-Account	Accumulation Unit Value Beginning of Period		Accumulation Unit Value End of Period		Number of Accumulation Units End of Period		Year
MFS® Corporate Bond Portfolio		24.0872		23.0401		692,799		2018
		22.9579		24.0872		800,149		2017
		21.9028		22.9579		881,714		2016
		22.2793		21.9028		1,018,732		2015
		21.3571		22.2793		1,121,895		2014
		21.7157		21.3571		1,200,584		2013
		19.7832		21.7157		1,510,789		2012
		18.8121		19.7832		1,565,690		2011
		17.2072		18.8121		1,672,082		2010
		13.6359		17.2072		1,701,157		2009
MFS® Core Equity Portfolio		34.9220		33.1173		788,619		2018
		28.3673		34.9220		898,649		2017
		25.8264		28.3673		1,058,700		2016
		26.2426		25.8264		1,200,476		2015
		23.8915		26.2426		1,349,137		2014
		17.9953		23.8915		1,503,199		2013
		15.6692		17.9953		1,636,855		2012
		16.0387		15.6692		1.835,472		2011
		13.8744		16.0387		2,058,859		2010
		10.5987		13.8744		2,354,246		2009
MFS® Growth Series		58.1848		58.9071		1,023,995		2018
		44.8975		58.1848		1,130,635		2017
		44.4404		44.8975		1,280,904		2016
		41.8956		44.4404		1,448,242		2015
		38.9941		41.8956		1,617,738		2014
		28.8923		38.9941		1,800,827		2013
		24.9498		28.8923		2,041,183		2012
		25.4132		24.9498		2,347,557		2011
		22.2503		25.4132		2,618,877		2010
		16.3805		22.2503		3,005,702		2009
MFS® Emerging Markets Equity Portfolio		32.3979		27.4940		183,505		2018
		23.8128		32.3979		218,784		2017
		22.0783		23.8128		240,856		2016
		25.7011		22.0783		279,144		2015
		27.9397		25.7011		321,063		2014
		29.8883		27.9397		400,655		2013
		25.4726		29.8883		448,453		2012
		31.7038		25.4726		528,076		2011
		25.9779		31.7038		626,168		2010
		15.6253		25.9779		671,941		2009
		35.2833		15.6253		709,307		2008

56

Sub-Account	Accumulation Unit Value Beginning of Period		Accumulation Unit Value End of Period		Number of Accumulation Units End of Period		Year
MFS® Global Governments Portfolio		22.6231		22.0617		163,198		2018
		21.4403		22.6231		189,766		2017
		21.6744		21.4403		223,178		2016
		22.8117		21.6744		249,860		2015
		22.9637		22.8117		287,970		2014
		24.5776		22.9637		354,976		2013
		27.7647		24.5776		435,395		2012
		23.6760		27.7647		491,345		2011
		22.9488		23.6760		550,251		2010
		22.3616		22.9488		614,603		2009
MFS® Global Growth Portfolio		54.6198		51.2582		468,962		2018
		41.9127		54.6198		522,026		2017
		40.0675		41.9127		597,117		2016
		41.2638		40.0675		672,350		2015
		40.1105		41.2638		755,545		2014
		33.5420		40.1105		853,959		2013
		28.4106		33.5420		991,565		2012
		30.7722		28.4106		1,154,321		2011
		27.9081		30.7722		1,349,039		2010
		20.2403		27.9081		1,561,749		2009
MFS® Global Research Portfolio		43.1136		38.7612		1,207,315		2018
		34.8294		43.1136		1,363,473		2017
		33.4953		34.8294		1,559,356		2016
		34.2430		33.4953		1,750,138		2015
		33.9096		34.2430		1,967,804		2014
		27.7288		33.9096		2,239,601		2013
		24.0718		27.7288		2,555,305		2012
		26.1691		24.0718		2,951,963		2011
		23.5528		26.1691		3,330,374		2010
		18.0325		23.5528		3,852,702		2009
MFS® Global Tactical Allocation Portfolio		39.4246		37.1257		615,499		2018
		36.0688		39.4246		693,467		2017
		34.4258		36.0688		792,617		2016
		35.7040		34.4258		888,587		2015
		34.6578		35.7040		1,003,974		2014
		32.2897		34.6578		1,125,068		2013
		29.8872		32.2897		1,197,513		2012
		29.8428		29.8872		1,414,610		2011
		28.6751		29.8428		1,613,041		2010
		25.2490		28.6751		1,816,836		2009
MFS® Government Securities Portfolio		25.1253		24.8922		1,189,917		2018
		24.9222		25.1253		1,384,306		2017
		25.0108		24.9222		1,511,633		2016
		25.2423		25.0108		1,668,468		2015
		24.4098		25.2423		1,895,476		2014
		25.4107		24.4098		2,192,350		2013
		25.1329		25.4107		2,579,531		2012
		23.7279		25.1329		2,798,435		2011
		22.9687		23.7279		3,238,583		2010
		22.2886		22.9687		3,736,291		2009

57

Sub-Account	Accumulation Unit Value Beginning of Period		Accumulation Unit Value End of Period		Number of Accumulation Units End of Period		Year
MFS® High Yield Portfolio		40.9857		39.1716		468,258		2018
		38.9536		40.9857		537,792		2017
		34.7016		38.9536		617,849		2016
		36.7370		34.7016		726,575		2015
		36.2343		36.7370		851,453		2014
		34.5235		36.2343		994,604		2013
		30.4674		34.5235		1,137,414		2012
		29.6662		30.4674		1,250,624		2011
		26.0372		29.6662		1,480,115		2010
		17.5590		26.0372		1,661,312		2009
MFS® International Growth Portfolio		28.3529		25.4367		359,014		2018
		21.6746		28.3529		407,245		2017
		21.4437		21.6746		458,742		2016
		23.1292		21.4437		496,721		2015
		23.1292		21.6745		568,318		2014
		20.5874		23.1292		637,781		2013
		17.4127		20.5874		682,759		2012
		19.8148		17.4127		774,883		2011
		17.4471		19.8148		870,580		2010
		12.8141		17.4471		996,642		2009
MFS® International Value Portfolio		49.8900		44.5277		342,721		2018
		39.7870		49.8900		383,991		2017
		38.7734		39.7870		435,254		2016
		36.8637		38.7734		493,375		2015
		36.8849		36.8637		535,047		2014
		29.2411		36.8849		587,576		2013
		25.5125		29.2411		622,672		2012
		26.2684		25.5125		743,674		2011
		24.4127		26.2684		843,490		2010
		19.7452		24.4127		974,379		2009
MFS® Massachusetts Investors Growth Stock Portfolio		24.9591		24.8112		4,556,495		2018
		19.7062		24.9591		5,175,129		2017
		18.8376		19.7062		5,901,306		2016
		19.1235		18.8376		6,701,592		2015
		17.3893		19.1235		7,476,201		2014
		13.5227		17.3893		8,535,565		2013
		11.6957		13.5227		9,689,635		2012
		11.7655		11.6957		11,227,315		2011
		10.5433		11.7655		13,056,050		2010
		7.6288		10.5433		15,441,534		2009
MFS® Blended Research® Core Equity Portfolio		70.0189		63.7019		1,717,183		2018
		58.7902		70.0189		1,955,530		2017
		54.9704		58.7902		2,238,402		2016
		55.1191		54.9704		2,565,512		2015
		49.6504		55.1191		2,902,183		2014
		36.9102		49.6504		3,309,628		2013
		32.4419		36.9102		3,771,841		2012
		32.2588		32.4419		4,325,476		2011
		28.0861		32.2588		4,970,181		2010
		22.7363		28.0861		5,700,012		2009

58

Sub-Account	Accumulation Unit Value Beginning of Period		Accumulation Unit Value End of Period		Number of Accumulation Units End of Period		Year
MFS® Mid Cap Growth Series		11.1326		11.1134		528,164		2018
		8.8886		11.1326		600,770		2017
		8.5912		8.8886		674,978		2016
		8.3273		8.5912		809,982		2015
		7.7565		8.3273		832,491		2014
		5.7108		7.7565		939,288		2013
		4.9643		5.7108		901,989		2012
		5.3544		4.9643		1,040,334		2011
		4.2007		5.3544		1,287,990		2010
		2.9930		4.2007		1,260,591		2009
MFS® U.S. Government Money Market Portfolio		12.8031		12.7842		1,539,561		2018
		12.9436		12.8031		1,802,014		2017
		13.1237		12.9436		2,026,365		2016
		13.3074		13.1237		2,309,741		2015
		13.4937		13.3074		2,326,054		2014
		13.6826		13.4937		2,582,917		2013
		13.8752		13.6826		2,891,794		2012
		14.0690		13.8752		3,267,909		2011
		14.2659		14.0690		3,787,383		2010
		14.4656		14.2659		4,716,665		2009
MFS® New Discovery Series		13.1243		12.7508		629,915		2018
		10.5070		13.1243		699,561		2017
		9.7698		10.5070		823,838		2016
		10.0969		9.7698		984,827		2015
		10.0000		10.0969		1,073,217		2014
MFS® Research International Portfolio		24.3133		20.5886		147,087		2018
		19.2164		24.3133		177,897		2017
		19.6232		19.2164		206,571		2016
		20.2965		19.6232		234,231		2015
		22.1012		20.2965		268,003		2014
		18.8309		22.1012		284,327		2013
		16.3780		18.8309		316,487		2012
		18.6353		16.3780		369,195		2011
		17.0807		18.6353		433,025		2010
		13.2278		17.0807		494,653		2009
MFS® Strategic Income Portfolio		20.9653		20.2629		337,289		2018
		20.0102		20.9653		374,824		2017
		18.7456		20.0102		404,153		2016
		19.3668		18.7456		501,456		2015
		19.0154		19.3668		549,237		2014
		19.0033		19.0154		576,097		2013
		17.4523		19.0033		641,812		2012
		16.9064		17.4523		617,200		2011
		15.5468		16.9064		627,839		2010
		12.3470		15.5468		664,049		2009

59

Sub-Account	Accumulation Unit Value Beginning of Period		Accumulation Unit Value End of Period		Number of Accumulation Units End of Period		Year
MFS® Technology Portfolio		13.2741		13.3163		380,882		2018
		9.6829		13.2741		388,019		2017
		9.0331		9.6829		392,565		2016
		8.2705		9.0331		418,410		2015
		7.5749		8.2705		463,416		2014
		5.6819		7.5749		417,289		2013
		5.0279		5.6819		486,716		2012
		5.0392		5.0279		539,180		2011
		4.2356		5.0392		575,801		2010
		2.4315		4.2356		607,733		2009
MFS® Total Return Series		13.4290		12.4991		11,400,941		2018
		12.1253		13.4290		13,212,700		2017
		11.2701		12.1253		14,894,329		2016
		11.4703		11.2701		16,924,743		2015
		10.7199		11.4703		18,920,670		2014
		37.7417		10.7199		21,410,649		2013
		34.3748		37.7417		6,012,960		2012
		34.1963		34.3748		6,778,021		2011
		31.5325		34.1963		7,751,602		2010
		27.0755		31.5325		8,908,301		2009
MFS® Utilities Series		10.6234		10.5867		3,450,089		2018
		9.3805		10.6234		4,005,486		2017
		8.5330		9.3805		4,662,994		2016
		10.1221		8.5330		5,404,495		2015
		10.0000		10.1221		6,262,993		2014
MFS® Value Series		13.6903		12.1382		2,005,917		2018
		11.7989		13.6903		2,277,517		2017
		10.4866		11.7989		2,799,878		2016
		10.7123		10.4866		3,036,066		2015
		10.0000		10.7123		3,397,837		2014

60

This Prospectus sets forth information about the Contracts and the Variable Account that a prospective purchaser should know before investing. Additional information about the Contracts and the Variable Account has been filed with the Securities and Exchange Commission in a Statement of Additional Information dated April 30, 2019 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
	Regatta Gold
	Delaware Life Variable Account F.
Name:
Address:
City:		State:	Zip Code:
Telephone:

61

APRIL 30, 2019

REGATTA PLATINUM 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 are no longer for sale.

You may choose among a number of variable investment options and, when available, fixed interest options. The variable options are Sub-Accounts in the Variable Account. Each Sub-Account invests in one of the following investment options of the MFS^® Variable Insurance Trust and MFS^® Variable Insurance Trust II (the “Funds”):

Large-Cap Equity Funds

MFS^® Blended Research^® Core Equity Portfolio, Initial Class

MFS^® Core Equity Portfolio, Initial Class

MFS^® Growth Series, Initial Class

MFS^® Massachusetts Investors Growth Stock Portfolio, Initial Class

MFS^® Value Series, Initial Class

Mid-Cap Equity Fund

MFS^® Mid Cap Growth Series, Initial Class

Small-Cap Equity Fund

MFS^® New Discovery Series, Initial Class

International/Global Equity Funds

MFS^® Global Growth Portfolio, Initial Class

MFS^® Global Research Portfolio, Initial Class

MFS^® International Growth Portfolio, Initial Class

MFS^® International Value Portfolio, Initial Class

MFS^® Research International Portfolio, Initial Class

Emerging Markets Equity Fund

MFS^® Emerging Markets Equity Portfolio, Initial Class

Specialty/Sector Funds

MFS^® Technology Portfolio, Initial Class

MFS^® Utilities Series, Initial Class

Asset Allocation Fund

MFS^® Total Return Series, Initial Class

Global Asset Allocation Fund

MFS^® Global Tactical Allocation Portfolio, Initial Class²

Money Market Fund

MFS^® U.S. Government Money Market Portfolio, Initial Class¹

Intermediate-Term Bond Funds

MFS^® Corporate Bond Portfolio, Initial Class

MFS^® Government Securities Portfolio, Initial Class

Multi-Sector Bond Fund

MFS^® Strategic Income Portfolio, Initial Class

High Yield Bond Fund

MFS^® High Yield Portfolio, Initial Class

World Bond Fund

MFS^® Global Governments Portfolio, Initial Class

¹  There is no assurance that the MFS^® U.S. Government Money Market Portfolio 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 possibly become low and possibly negative.

²  This Fund employs a managed volatility strategy.

Massachusetts Financial Services Company serves as investment adviser to all of the Funds in the MFS^® Variable Insurance Trusts.

We have filed a Statement of Additional Information dated April 30, 2019 (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 47 of this Prospectus. You may obtain a copy without charge by writing to us at our Service Address 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.

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the shareholder reports for the Funds available under your Contract or Certificate will no longer be sent by mail, unless you specifically request paper copies of the reports from us. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you have already elected to receive shareholder reports electronically, you

will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from us electronically by calling us at (877) 253-2323.

You may elect to receive all future reports in paper form free of charge. You can inform us that you wish to continue receiving paper copies of your shareholder reports by calling us at (877) 253-2323. Your election to receive reports in paper form will apply to all Funds available under your Contract or Certificate.

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 Trust 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 our Service 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. 6th Avenue
	Topeka, KS 66636

TABLE OF CONTENTS

SPECIAL TERMS	1
PRODUCT HIGHLIGHTS	1
FEES AND EXPENSES	4
EXAMPLE	5
CONDENSED FINANCIAL INFORMATION	5
THE ANNUITY CONTRACT	5
COMMUNICATING TO US ABOUT YOUR CONTRACT	6
Electronic Account Information	7
DELAWARE LIFE INSURANCE COMPANY	7
THE VARIABLE ACCOUNT	7
VARIABLE ACCOUNT OPTIONS: THE TRUSTS	8
Selection of Funds	8
THE FIXED ACCOUNT	9
THE FIXED ACCOUNT OPTIONS: THE GUARANTEE PERIODS	9
Guarantee Periods	9
Guaranteed Interest Rates	10
Early Withdrawals	10
THE ACCUMULATION PHASE	10
Issuing Your Contract	10
Amount and Frequency of Purchase Payments	10
Allocation of Net Purchase Payments	11
Your Account	11
Your Account Value	11
Variable Account Value	11
Fixed Account Value	12
Transfer Privilege	13
Waivers; Reduced Charges; Credits; Bonus Guaranteed Interest Rates	16
Other Programs	16
WITHDRAWALS, WITHDRAWAL CHARGES, AND MARKET VALUE ADJUSTMENT	18
Cash Withdrawals	18
Withdrawal Charge	19
Types of Withdrawals Not Subject to Withdrawal Charge	21
Market Value Adjustment	22
CONTRACT CHARGES	23
Account Fee	23
Administrative Expense Charge	24
Mortality and Expense Risk Charge	24
Premium Taxes	24
Fund Expenses and Restrictions	24
Modification in the Case of Group Contracts	25
DEATH BENEFIT	25
Amount of Death Benefit	25
Spousal Continuance	25
Calculating the Death Benefit	26
Method of Paying Death Benefit	26
Non-Qualified Contracts	26
Selection and Change of Beneficiary	27
Payment of Death Benefit	27
Due Proof of Death	27

THE INCOME PHASE - ANNUITY PROVISIONS	27
Selection of the Annuitant or Co-Annuitant	28
Selection of the Annuity Commencement Date	28
Annuity Options	28
Selection of Annuity Option	29
Amount of Annuity Payments	29
Transfer of Variable Annuity Units	30
Account Fee	31
Annuity Payment Rates	31
Annuity Options as Method of Payment for Death Benefit	31
OTHER CONTRACT PROVISIONS	31
Exercise of Contract Rights	31
Change of Ownership	31
Voting of Fund Shares	32
Reports to Owners	32
Substitution of Securities	33
Change in Operation of Variable Account	33
Splitting Units	33
Modification	33
Limitation or Discontinuance of New Participants	34
Reservation of Rights	34
Right to Return	34
TAX CONSIDERATIONS	34
U.S. Federal Income Tax Considerations	35
Puerto Rico Tax Provisions	43
ADMINISTRATION OF THE CONTRACTS	44
Business Disruption and Cyber Security Risks	44
DISTRIBUTION OF THE CONTRACTS	44
AVAILABLE INFORMATION	46
STATE REGULATION	46
LEGAL PROCEEDINGS	47
FINANCIAL STATEMENTS	47
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION	47
APPENDIX A - GLOSSARY	48
APPENDIX B - WITHDRAWALS, WITHDRAWAL CHARGES, AND MARKET VALUE ADJUSTMENT	51
APPENDIX C - CONDENSED FINANCIAL INFORMATION	54

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

Regatta Platinum provides a number of important benefits for your retirement planning. During the Accumulation Phase, you make 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 death benefit if you die during the Accumulation Phase.

The Accumulation Phase

Under most circumstances, you can buy the Contract with an initial Purchase Payment of $10,000 or more, and 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 limit additional Purchase Payments to at least $1,000. We will not normally 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.

Variable Account Options: The Funds

You can allocate your Purchase Payments among Sub-Accounts, each of which invests in a separate securities portfolio of the MFS^® Variable Insurance Trust and the MFS^® Variable Insurance Trust II, open-end management investment companies registered under the Investment Company Act of 1940. Massachusetts Financial Services Company (“MFS^®”) serves as the investment adviser to the Trusts. The investment returns on the Funds are not guaranteed. You can make or lose money. You may also transfer among the Funds and, if available, the Fixed Account Options.

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 interest rate permitted 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 durations or stop offering some Guarantee Periods. Once we stop offering a Guarantee Period of a particular duration, future allocations or transfers into that Guarantee Period will not be permitted.

1

Fees and Expenses

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

Each year for the first five Account Years, we deduct an annual Account Fee equal to the lesser of $35 or 2% of your Account Value. After the fifth Account Year, we may increase the fee annually, but it will never exceed the lesser of $50 or 2% of your Account Value. During the Income Phase, the annual Account Fee is $35. We will not charge the annual Account Fee if your Account Value had been allocated only to the Fixed Account during the applicable Account Year, or your Account Value is more than $75,000 on your Account Anniversary.

During the Accumulation Phase, we deduct a mortality and expense risk charge at an annual rate of 1.25% 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 of the Contract invested in the Variable Account.

If you take more than a specified amount of money out of your Contract, we assess a withdrawal charge against each Purchase Payment withdrawn. For each Purchase Payment, the withdrawal charge (also known as a “contingent deferred sales charge”) starts at 6% and declines to 0% after the Purchase Payment has been in the Contract for seven years.

Currently, you can make 12 free transfers each year. However, we reserve the right to impose a charge of up to $15 per transfer.

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.

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 from either the Fixed Account or from the available Variable Account options. If you choose to have any part of your annuity payments come from the Variable Account, the dollar amount of the payments may fluctuate with the performance of the 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 options.

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 Contract Date. If you are 86 or older on your Contract Date, the death benefit is equal to the amount we would pay on a full surrender of your Contract (“Surrender Value”). If you are 85 or younger on your Contract Date, the death benefit pays the greatest of the following amounts: (1) your Account Value on your Death Benefit Date, (2) your Surrender Value on your Death Benefit Date, (3) your Account Value on the Seven-Year Account Anniversary (adjusted for subsequent payments, withdrawals, and charges), (4) your highest Account Value on any Account Anniversary before your 81st birthday (adjusted for subsequent payment, withdrawals and charges), or (5) subject to certain limitations, your total Purchase Payments, adjusted for withdrawals, plus interest accrued on each Purchase Payment or transfers to the Variable Account at 5% per year.

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. For any Account Year, this “free withdrawal amount” equals 10% of all Purchase Payments made during the last seven Account Years (including the current Account Year), plus all Purchase Payments we have held for at least seven Account Years. Withdrawals made from the Fixed Account 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.

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Right to Return

Your Contract contains a “free look” provision. If you cancel your Contract within 10 days after receiving it (or later, if required 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). We will not deduct a withdrawal charge or a Market Value Adjustment.

Tax Considerations

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 you are younger than 59¹⁄₂ 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 Contract, 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 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.

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): 6% ¹  

Number of Complete Account Years Since Purchase Payment has been in the Account	0 - 1	2 - 3	4 - 5	6	7 or more
Withdrawal Charge	6%	5%	4%	3%	0%

Maximum Fee Per Transfer (currently $0):	$	152
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 average daily net Variable Account assets)

Mortality and Expense Risk Charge:	1.25%
Administrative Expenses Charge:	0.15%
Total Variable Account Annual Expenses:	1.40%

The table below shows the minimum and maximum total operating expenses charged by the Funds for the year ended December 31, 2018.

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)		0.45%		1.50%

The expenses shown, which include any acquired fund fees and expenses, are those incurred for the year ended December 31, 2018, 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  A portion of your Account may be withdrawn each year without imposition of any withdrawal charge and, after a Purchase Payment has been in your Account for seven Account Years, it may be withdrawn free of the withdrawal charge. (See “Withdrawal Charge.”)

²  Currently, we impose no fee upon transfers; however, we reserve the right to impose a fee of up to $15 per transfer. We do impose certain restrictions upon the number and frequency of transfers. (See “Transfer Privilege.”)

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

⁴  The current Annual Account Fee is equal to the lesser of $35 or 2% of your Account Value. The Annual Account Fee may be changed annually but it will never exceed the lesser of $50 or 2% of your Account Value. The Annual Account Fee is waived if your Account Value has been allocated only to the Fixed Account for the applicable Account Year or if your Account Value is $75,000 or more on your Account Anniversary. (See “Account Fee.”)

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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. 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 purpose of converting the annual contract fee to a percentage, the Example assumes an average Contract size of $35,000. 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
$855	$	1,308	$	1,818	$	3,341

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

1 year	3 years		5 years		10 years
$303	$	927	$	1,577	$	3,341

(3) If you do not surrender your Contract:

1 year	3 years		5 years		10 years
$303	$	927	$	1,577	$	3,341

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 C.

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. 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.

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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 those 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 a number of important benefits for your 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 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 death benefit if you die during the Accumulation Phase.

• 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 others 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.

COMMUNICATING TO US ABOUT YOUR CONTRACT

You may submit transaction requests or communicate with us in writing or by telephone. All materials sent to us, including Purchase Payments, must be sent to us at 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 or by telephone.

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 4:00 p.m., Eastern Time.

Certain methods of contacting us, such as by telephone, may be unavailable or delayed. Any 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.

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Electronic Account Information

During the Accumulation Phase, instead of receiving paper copies, Contract Owners may elect to receive prospectuses, transaction confirmations, reports and other communications in electronic format. 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 Group One Thousand One, LLC, a limited liability company organized under the laws of the State of Delaware on December 12, 2012. Group One Thousand One, LLC is ultimately controlled by Mark R. Walter.

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 described in this Prospectus 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 the Contracts, including the promise to make annuity payments, 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 of the MFS^® Variable Insurance Trust or the MFS^® Variable Insurance Trust II. 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 a fund 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 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.

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VARIABLE ACCOUNT OPTIONS: THE TRUSTS

The MFS^® Variable Insurance Trust and the MFS^® Variable Insurance Trust II (the “Trusts”) are open-end management investment companies registered under the Investment Company Act of 1940. Massachusetts Financial Services Company (“MFS^®”) serves as the investment adviser to the Trusts.

The Trusts are composed of a number of independent portfolios of securities, each of which has separate investment objectives and policies. Shares of the Trusts are issued in a number of investment options (each, a “Fund”), each corresponding to one of the portfolios. Additional portfolios may be added to the Trusts which may or may not be available for investment by the Variable Account.

Each Fund pays fees to MFS^® for its services pursuant to investment advisory agreements. MFS^® also serves as investment adviser to each of the funds in the MFS Family of Funds^®, and to certain other investment companies established by MFS^®. MFS^® and its predecessor organizations have a history of money management dating from 1924. MFS^® operates as an autonomous organization and the obligation of performance with respect to the investment advisory and underwriting agreements is solely that of MFS^®. We undertake no obligation in this regard.

MFS^® may serve as the investment adviser to other mutual funds which have similar investment goals and principal investment policies and risks as the Funds, and which 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.

The Trusts may also offer their shares to other 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 arrangement, 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 investing in the Trusts. A conflict may occur due to differences in tax laws affecting the operations of variable life and variable annuity separate accounts, or some other reason. We and each Trust’s Board of Trustees will monitor events for such conflicts, and, in the event of a conflict, we will take steps necessary to remedy the conflict, including withdrawal of the Variable Account from participation in the Fund which is involved in the conflict or substitution of shares of other Funds or other mutual 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 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.

More comprehensive information about the Trusts and the management, investment objectives, policies, restrictions, expenses and potential risks of each Fund may be found in the current Trust prospectuses. You should read the Trust prospectuses carefully before investing. The Statement of Additional Information for each of the Trusts is available on our website, www.delawarelife.com, or by calling us at (877) 253-2323.

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 premiums 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

8

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 other than those allocated to any separate account. Amounts you allocate to Guarantee Periods become part of the Fixed Account, and are available to fund the claims of all classes of our customers, including claims for benefits under the Contracts.

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 Period(s) 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 for a particular duration, allocations or transfers into that Guarantee Period will not be permitted.

Any of your Account Value held in a Guarantee Period will not be affected by our closing the Guarantee Period to new amounts. At the end of that Guarantee Period, unless you instruct us otherwise, we will automatically renew your Guarantee Period allocation into a new Guarantee Period of the same duration as the last Guarantee Period. (See “Renewals” under “Fixed Account Value.”)

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Guaranteed Interest Rates

We publish Guaranteed Interest Rates for each Guarantee Period offered. We may change the Guaranteed Interest Rates we offer from time to time, but no Guaranteed Interest Rate will ever be less than the minimum guaranteed rate permitted by state law. Also, 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 determine Guaranteed Interest Rates at our discretion. We do not have a specific formula for establishing the rates for different Guarantee Periods. Our determination will be influenced by the interest rates on fixed income investments in which we may invest with amounts allocated to the Guarantee Periods. We will also consider other factors in determining these rates, including regulatory and tax requirements, sales commissions and administrative expenses borne by us, general economic trends and competitive factors. We cannot predict the level of future interest rates.

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

Early Withdrawals

Early withdrawals from your allocation to a Guarantee Period, including cash withdrawals, transfers, and commencement of an annuity, 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 die before the Annuity Commencement Date.

Issuing Your Contract

When you purchase a Contract, a completed Application and the initial Purchase Payment are sent to us for acceptance. When we accept an Individual Contract, we issue the Contract to you. When we accept a Group Contract, we issue the Contract to the Owner; we issue a Certificate to you as a Participant when we accept your Application.

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, and, 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 approval in advance, 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. Within these limits, you may make Purchase Payments at any time during the Accumulation Phase, except that if you own a Contract issued in the state of Oregon, you may make Purchase Payments only during the first three Account Years, rather than at any time during the Accumulation Phase.

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Allocation of Net Purchase Payments

You may allocate your Purchase Payments among the different Sub-Accounts and Guarantee Periods currently available.

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. Your allocation factors will remain in effect as long as your selected Sub-Accounts and Guarantee Periods continue to be available for investment. You may, however, change the allocation factors for future Purchase Payments by sending us notice of the change in a form acceptable to us. 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.

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 (“Variable Account Value”) and the Fixed Account portion (“Fixed Account Value”). These two components are calculated separately, as described under the headings “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 trading is determined by the New York Stock Exchange.) We also may determine the value of Variable Accumulation Units of a Sub-Account on days the Exchange is closed if there is enough trading in securities held by that Sub-Account to materially affect the value of the Variable Accumulation Units. 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 Series 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 Series during the Valuation Period, by (2) the net asset value per share of the Series share at the end of the previous Valuation Period; we then deduct a factor representing the asset-based insurance charges (the mortality and expense risk charge and administrative expense charge) for each day in the Valuation Period.

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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.

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.

The Guarantee Period begins the day we apply your allocation and ends when the number of 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 Expiration Date. 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 will extend beyond your maximum Annuity Commencement Date will result in the application of a Market Value Adjustment upon annuitization or withdrawal. 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. If you would like to change your Fixed Account option, we must receive from you prior to the Renewal Date:

• written notice 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. 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 next available Guarantee Period.

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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 Expiration 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.”) 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 occurring more than 30 days before the Renewal Date or any time after the Expiration Date or any time after the Expiration 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.

If a written or telephone 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 are genuine. These procedures may require any person requesting a transfer by telephone to provide personal identifying information. We will not be liable for following instructions communicated by telephone that we reasonably believe are genuine.

We reserve the right to deny any and all transfer requests made by telephone 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 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 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 may also be limited due to circumstances beyond our control, such as during system outages or periods of high volume.

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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, your transfer request will be priced on the next Business Day.

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 or by telephone. 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.

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”), exceed the maximum fee per transfer presented in the table of “Fees and Expenses.”

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 short-term trading which restricts your transfer privileges 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.

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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 and other shareholders, 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 or 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. Short-term trading could increase costs for all Participants as a result of excessive portfolio transaction fees. In addition, 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.

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

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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; Bonus Guaranteed Interest Rates

We may reduce or waive the withdrawal charge or annual Account Fee, credit additional amounts, or grant bonus Guaranteed Interest Rates in certain situations. 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, sales of large Contracts, 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.”

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.”

We reserve the right to terminate each of these programs. You may terminate your participation in any of these programs at any time by written notice to us or by other means approved by us.

Dollar-Cost Averaging

You may select a dollar-cost averaging program at no extra charge by allocating a minimum amount 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.)

Dollar-cost averaging allows you to invest gradually over time. Each month or quarter, as you select, we will transfer the same amount automatically 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. If you elected to participate in dollar-cost averaging when you purchased your Contract, then all future Purchase Payments will be allocated to dollar-cost averaging, unless you specify otherwise.

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. Previously applied amounts may not be transferred to a Guarantee Period made available in connection with this program.

No Market Value Adjustment will apply to amounts automatically transferred from the Fixed Account under the dollar-cost averaging program, except that 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 dollar-cost averaging program and may be subject to the $1,000 minimum investment limit.

The main objective of a dollar-cost averaging program is to minimize the impact of short-term price fluctuations on Account Value. Since you transfer the same dollar amount to the Sub-Accounts at set intervals, dollar-cost averaging 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

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achieve a lower average cost per Variable Accumulation Unit over the long term. A dollar-cost averaging program allows you to take advantage of market fluctuations. However, it is important to understand that a dollar-cost averaging 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 dollar-cost averaging program.

Asset Allocation

One or more asset allocation programs may be available in connection with the Contracts, at no extra charge. 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.

Currently, you may select one of the available asset allocation models, each of which represents a combination of Sub-Accounts with a different level of risk. These models, as well as the terms and conditions of the asset allocation program, are fully described in a separate brochure. We may add or delete programs in the future.

Our asset allocation programs are “static” programs. That is to say, if you elect an asset allocation program, we automatically rebalance your Account Value among the Sub-Accounts represented in the model you chose. While we will not alter 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 issued on or after the date the new model goes into effect or to Participants who elect an asset allocation program on or after that date. Participants of any existing asset allocation programs may make an independent decision to change their asset allocations at any time. You should consult your financial adviser periodically to consider whether the 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. 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 to you, or reinvest, interest credited for all Guarantee Periods you have chosen. 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 may change or stop either program at any time, by written notice to us or other means approved by us.

Portfolio Rebalancing Program

Under the Portfolio Rebalancing Program, we transfer funds among the 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.

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No transfers to or from any Guarantee Period are permitted while this program is in effect.

Secured Future Program

Under the Secured Future Program, at issue, 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, and we 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 initial Purchase Payment, less the amount of any Contract charges that have been deducted from the Fixed Account. The remainder of the original Purchase Payment will be invested in Sub-Accounts of your choice. At the end of the Guarantee Period, you will be guaranteed the amount of your 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. The Secured Future Program is subject to availability. 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 no longer being offered. (See “The Fixed Account Options: The Guarantee Periods.”)

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”) and 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 or partial withdrawal. Withdrawals also may have adverse federal income tax consequences, including a 10% penalty tax. (See “TAX CONSIDERATIONS.”) You should carefully consider these tax consequences before requesting a cash withdrawal.

Full Withdrawals

If you request a full withdrawal, we calculate the amount we will pay you as follows: We start with your Account Value at the end of the Valuation Period during which we receive your withdrawal request; we deduct the Account Fee, if applicable, for the Account Year in which the withdrawal is made; we add the amount of any Market Value Adjustment applicable to your Fixed Account Value; and finally, we deduct any applicable withdrawal charge.

A full withdrawal results in the surrender of your Contract, and cancellation of all rights and privileges under your Contract.

Partial Withdrawals

Unless you specify otherwise, when you request a partial withdrawal, we will pay you the amount specified in your request adjusted by any applicable charges and/or Market Value Adjustment and then reduce the value of your Account by the amount of the withdrawal.

You may specify the amount you want withdrawn from each Sub-Account and/or Guarantee Period 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.

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Partial withdrawals may affect the death benefit amount. In calculating the amount payable under the death benefit, we may reduce the benefit amount to an amount equal to the benefit amount payable immediately before the withdrawal multiplied by the ratio of the Account Value immediately after withdrawal to the Account Value immediately before the withdrawal. (See “Calculating the Death Benefit.”)

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, except in cases where we are permitted 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;

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

• if 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 CONSIDERATIONS.”)

When you make a withdrawal, we consider the oldest Purchase Payment that you have not already withdrawn to be withdrawn first, then the second oldest Purchase Payment, and so forth. Once all Purchase Payments are withdrawn, the balance withdrawn is considered to be accumulated value.

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

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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. For any year, the free withdrawal amount is equal to (1) 10% of the amount of all Purchase Payments you have made during the last seven Account Years, including the current Account Year (the “Annual Withdrawal Allowance”), plus (2) the amount of all Purchase Payments made before the last seven Account Years that you have not previously withdrawn. Any portion of the Annual Withdrawal Allowance that you do not use in an Account Year is cumulative, that is, it is carried forward and available for use in future years.

For convenience, we refer to Purchase Payments made during the last seven Account Years (including the current Account Year) as “New Payments,” and all Purchase Payments made before the last seven Account Years as “Old Payments.”

For example, assume you wish to make a withdrawal from your Contract in Account Year 10. You made an initial Purchase Payment of $10,000 in Account Year 1, you made one additional Purchase Payment of $8,000 in Account Year 8, and you made no previous withdrawals. Your Account Value in Account Year 10 is $35,000. The free withdrawal amount for Account Year 10 is $19,400, calculated as follows:

• $800, which is the Annual Withdrawal Allowance for Account Year 10 (10% of the $8,000 Purchase Payment made in Account Year 8, the only New Payment); plus

• $8,600, which is the total of the unused Annual Withdrawal Allowances of $1,000 for each of Account Years 1 through 7 and $800 for each of Account Years 8 and 9 that are carried forward and available for use in Account Year 10; plus

• $10,000, which is the amount of all Old Payments that you have not previously withdrawn.

Withdrawal Charge on Purchase Payments

If you withdraw more than the free withdrawal amount in any Account Year, we consider the excess amount to be withdrawn first from New Payments that you have not previously withdrawn. We impose the withdrawal charge on the amount of these New Payments. Thus, the maximum amount on which we will impose the withdrawal charge in any year will never be more than the total of all New Payments that you have not previously withdrawn.

The amount of your withdrawal, if any, that exceeds the total of the free withdrawal amount plus the aggregate amount of all New Payments not previously withdrawn, is not subject to the withdrawal charge.

Order of Withdrawal

New Payments are withdrawn on a first-in first-out basis until all New Payments have been withdrawn. For example, assume the same facts as in the example above. In Account Year 10 you wish to withdraw $25,000. We attribute the withdrawal first to the free withdrawal amount of $19,400, which is not subject to the withdrawal charge. The remaining $5,600 is withdrawn from the Purchase Payment made in Account Year 8 (the only New Payment) and is subject to the withdrawal charge. The $2,400 balance of the Account Year 8 Purchase Payment will remain in your Account. If you make a subsequent $5,000 withdrawal in Account Year 10, $2,400 of that amount will be withdrawn from the remainder of the Account Year 8 Purchase Payment and will be subject to the withdrawal charge. The other $2,600 of your withdrawal (which exceeds the amount of all New Payments not previously withdrawn) will not be subject to the withdrawal charge.

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Calculation of Withdrawal Charge

We calculate the amount of the withdrawal charge by multiplying the Purchase Payments you withdraw by a percentage. The percentage varies according to the number of Account Years the Purchase Payment has been held in your Account, including the year in which you made the Purchase Payment, but not the year in which you withdraw it. Each Purchase Payment begins a new seven-year period and moves down a declining surrender charge scale at each Account Anniversary. Purchase Payments received during the current Account Year will be charged 6% if withdrawn. On your next scheduled Account Anniversary, that Purchase Payment along with any other Purchase Payments made during that Account Year, will be considered to be in their second Account Year and will have a 5% withdrawal charge. On the next Account Anniversary, these Purchase Payments will move into their third Account Year and will have a withdrawal charge of 5%. The withdrawal charge decreases according to the number of Account Years the Purchase Payment has been in your Account. The declining withdrawal charge scale is as follows:

Number of Account Years Purchase Payment Has  Been In Your Account	Withdrawal Charge
0 - 1	6%
2 - 3	5%
4 - 5	4%
6	3%
7 or more	0%

For example, using the same facts as in the example in “Free Withdrawal Amount” above, the percentage applicable to the withdrawals in Account Year 10 of Purchase Payments made in Account Year 8 would be 5%, because the number of Account Years the Purchase Payments have been held in your Account would be 2. You may want to consider deferring a withdrawal because withdrawal charges decline the longer the Purchase Payment is held in your Account.

The withdrawal charge will never be greater than 6% of the aggregate amount of Purchase Payments you make under the Contract.

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 only apply to Accounts established after the date of the modification.

For additional examples of how we calculate withdrawal charges, see Appendix B.

Types of Withdrawals Not Subject to Withdrawal Charge

We do not impose a withdrawal charge on withdrawals from the Accounts of (a) our employees, (b) employees of our affiliates, or (c) licensed insurance agents who sell the Contracts. We also may waive withdrawal charges with respect to Purchase Payments derived from the surrender of other annuity contracts we issue.

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 we issued your Contract; and

• 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.

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 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.

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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 and any amounts required to be withdrawn to comply with the minimum distribution requirement of the Internal Revenue Code. This applies only to the portion of the required minimum distribution attributable to that Qualified Contract.

Other Withdrawals

We do not impose withdrawal charges:

• on amounts you apply to provide an annuity;

• on amounts withdrawn from a Non-Qualified Contract as part of our non-qualified stretch program;

• on amounts we pay as a death benefit;

• 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 a part of an optional program.

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 to the balance of 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 to 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.

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.

No Market Value Adjustment will apply to Contracts issued in the states of Maryland, Texas and Washington, or to one-year Guarantee Periods under Contracts issued in the State of Oregon.

CONTRACT CHARGES

Account Fee

During the Accumulation Phase of your Contract, we will deduct from your Account Value an annual Account Fee 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, which is the anniversary of the first day of the month after we issue your Contract. In Account Years 1 through 5, the Account Fee is equal to the lesser of $35 or 2% of your Account Value. After Account Year 5, we may change the Account Fee each year, but the Account Fee will never exceed the lesser of $50 or 2% of your Account Value. 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 annual Account Fee if:

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

• your Account Value is more than $75,000 on your Account Anniversary.

If you make a full withdrawal of your Account, we 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 deduct an annual Account Fee of $35 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

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, the Accounts and the Variable Account that are not covered by the annual Account Fee.

Depending on the amount of expenses that we incur, we expect that we may earn a profit from this charge. 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 1.25%. 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 benefit riders will exceed the amount of the charges we deduct for those riders; and (4) the risk that the annual Account Fee and the administrative expense charge we assess under the Contracts 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 the risks, 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 Contracts. 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.

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 of the Trust. These fees and expenses are described in the relevant Fund’s prospectus and related Statement 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.

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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 Owners. However, such modification will apply only with respect to Participant Accounts established after the effective date of the modification.

DEATH BENEFIT

If you die during the Accumulation Phase, we will 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 your death, we will pay the death benefit to the Annuitant, or, if the Annuitant is not then living, in one sum to your estate. We do not pay a death benefit if you die during the Income Phase. However, the Beneficiary will receive any payments provided under an Annuity Option that is in effect.

Amount of Death Benefit

To calculate the amount of your death benefit, we use a “Death Benefit Date.” The Death Benefit Date is the date we receive proof of your death in an acceptable form (“Due Proof of Death”) if you have elected a death benefit payment method before your death and it remains effective. 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, the Death Benefit Date will be the last day of the 60 day period.

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

If you were 85 or younger on your Contract Date (the date we accepted your first Purchase Payment), 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;

(3) your Account Value on the Seven-Year Anniversary immediately before the Death Benefit Date, adjusted for subsequent Purchase Payments and partial withdrawals and charges made between the Seven-Year Anniversary and the Death Benefit Date;

(4) your highest Account Value on any Account Anniversary before your 81st birthday, adjusted for subsequent Purchase Payments and partial withdrawals made between that Account Anniversary and the Death Benefit Date; and

(5) your total Purchase Payments plus interest accruals thereon, adjusted for partial withdrawals; interest will accrue on Purchase Payments allocated to and transfers to the Variable Account while they remain in the Variable Account at a rate of 5% per year until the first day of the month following your 80th birthday, or until the Purchase Payment or amount transferred has doubled in amount, whichever is earlier.

If the Annuitant was 86 or older on your Contract 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.

If your Contract is a traditional Individual Retirement Annuity or a 403(b) TSA annuity, required minimum distributions under the Internal Revenue Code may affect the value of your death benefit. Please refer to “Required Minimum Distribution Requirements” under “TAX CONSIDERATIONS” for more information regarding tax issues that you should consider before choosing a death benefit.

Spousal Continuance

If your spouse is your Beneficiary, upon your death your spouse may elect to continue the Contract as the Participant, rather than receive the death benefit. In that case, the amount of your death benefit, calculated as described under

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“Amount of Death Benefit,” will become the Contract’s Account Value on the Death Benefit Date. All other provisions of the Contract, including any withdrawal charges, will continue as if your spouse had purchased the Contract on the original date of coverage. Upon surrender or annuitization, this increased amount will not be treated as premium, but will be treated as income.

Calculating the Death Benefit

In calculating the death benefit amount payable under (3), (4) and (5) above, any partial withdrawals will reduce the amount by the ratio of the Account Value immediately following the withdrawal to the Account Value immediately before the withdrawal.

If the death benefit is amount (2), (3), (4) or (5) above, your Account Value will be increased by the excess, if any, of that amount over amount (1). 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). The Beneficiary may then transfer 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 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 our Service Address an 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 the Participant’s spouse, the Beneficiary may elect to continue the Contract. This election is made by sending us a letter of instruction. If we do not receive the Beneficiary’s election within 60 days after we receive Due Proof of Death, we will pay the death benefit in a single cash payment.

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. (See “The Income Phase - Annuity Provisions.”)

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 five 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 a 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 Annuitant 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,” above.

During the Income Phase, if the Annuitant dies, the remaining value of the Annuity Option(s) 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, the special distribution rules apply on a change in, or the death of, any Annuitant or Co-Annuitant.

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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 7 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.

Due Proof of Death

We accept any of the following as proof of any person’s death:

• an original certified copy of an official death certificate;

• an original certified copy of a decree of a court of competent jurisdiction as to the finding of death; or

• any other proof we find satisfactory.

THE INCOME PHASE - ANNUITY PROVISIONS

During the Income Phase, we make regular 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 below, under the Annuity Option(s) 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(s) 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.”)

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Selection of the Annuitant or Co-Annuitant

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.

Under a Non-Qualified Contract, if you name someone other than yourself as the Annuitant, you may also select a Co-Annuitant, who will become the new Annuitant if the original Annuitant dies before the Income Phase. If both the Annuitant and Co-Annuitant die before the Income Phase, you become the Annuitant. If you have named both an Annuitant and a Co-Annuitant, you may designate one of them to become the sole Annuitant as of the Annuity Commencement Date, if both are living at that time. If you have not made that designation on the 30th day before the Annuity Commencement Date, and both the Annuitant and the Co-Annuitant are still living, the Co-Annuitant will become the Annuitant on the Annuity Commencement Date.

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

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 Contract Date.

• The latest possible Annuity Commencement Date is the first day of the month following the Annuitant’s 95th birthday (“maximum Annuity Commencement Date”) or, if there is a Co-Annuitant, the 95th birthday of 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 from time to time 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 70¹⁄₂ (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 70¹⁄₂).

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.

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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 survivor dies. There is no provision for continuance of any payments to a Beneficiary.

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 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 payments to a Beneficiary under Annuity Option B. The election of this Annuity Option may result in the imposition of a penalty tax.

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.

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 annuity payments will vary, while under a Fixed Annuity, the dollar amount of payments will remain the same. If you do not specify a Variable Annuity or a Fixed Annuity, your Adjusted Account Value will be divided between Variable Annuities and Fixed Annuities in the same proportions as your Account Value was divided between the Variable and Fixed Accounts on the Annuity Commencement Date. You may allocate your Adjusted Account Value applied to a Variable Annuity among the Sub-Accounts, or we will use your existing allocations.

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

Remember that the Annuity Options 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 immediately prior to the Annuity Commencement Date and making the following adjustments:

• We deduct a proportional amount of the annual 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 a deduction, an addition, or no change to your Account Value.

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

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Variable Annuity Payments

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.”)

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.

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, which are based on a minimum guaranteed interest rate of 3% per year, compounded annually, 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.

Transfer of Variable Annuity Units

During the Income Phase, the Annuitant may transfer Annuity Units from one Sub-Account to another, 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.

During the Income Phase, the Annuitant, the authorized representative of the broker-dealer of record, or another authorized third party may request transfers by telephone, or in writing by submitting the request to our Service Address, 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 from one Sub-Account to another, you should carefully review the Fund prospectus for the investment objectives and risk disclosure of the Fund 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 in equal amounts from each Variable Annuity payment. We do not deduct the annual Account Fee from Fixed Annuity payments. (See “Account Fee” under “Contract Charges.”)

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 (at least 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 (at least 3% per year, compounded annually). We may change these rates under Group Contracts for Accounts established after the effective date of such change. (See “Other Contract Provisions - Modification.”)

The annuity payment rates may vary according to the Annuity Option(s) elected and the adjusted age of the Annuitant. The Contract also describes the method of determining the adjusted age of the Annuitant. The mortality table used in determining the annuity payment rates for Options A, B, and C is the 1983 Individual Annuitant Mortality 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 your death before the Income Phase, as described under the “Death Benefit” section of this Prospectus. In that case, your Beneficiary will be the Annuitant/Payee. 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 Participant 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

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regulations governing the retirement or deferred compensation plans for which a Qualified Contract may be issued. 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 last 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. 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 without full and adequate consideration, 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.

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, negative market value adjustments, and federal taxes on withdrawals), minimum distributions, death benefit payments, and transfers (excluding dollar-cost averaging transfers). Such confirmations will be sent within two business days after the transaction occurs.

In addition, within five business days after each calendar quarter, we will send you 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, and annual contract fees assessed.

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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 of the Trust 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 Contracts. 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 for the shares held in any Sub-Account, 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 we deem 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 Contracts. 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”); (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

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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.

Limitation or 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 Series, 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 required by your state, after it was delivered to you. State law may also allow you to return the Contract to your sales representative. When we receive the returned Contract, it will be cancelled and we will refund to you your Account Value. However, if applicable state law requires, we will return 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 7 days after your Contract 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.

TAX CONSIDERATIONS

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,

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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 Considerations

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

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 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 a Qualified Contract should be based on the assumption that the purchase of a Qualified Contract 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.

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 to the extent the Account Value immediately prior to the withdrawal exceeds the “investment in the contract”. You may not treat such withdrawals as a nontaxable 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 a Participant 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 Participant 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 Participant of a Contract), less any Purchase Payments that were amounts previously received which were not includable in income).

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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 59¹⁄₂, 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 includible 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.

For a Non-Qualified Contract to be treated as an annuity contract for federal income tax purposes, the terms of the Contract must provide the following three distribution rules:

If the Owner dies before the date annuity payouts begin, the entire Annuity Account Value must generally be distributed within five years after the date of death;

If payable to a designated Beneficiary, the distributions may be paid over the life of that designated Beneficiary or over a period not extending beyond the life expectancy of that Beneficiary, so long as payouts start within one year of the Owner’s death; and

If the sole designated Beneficiary is the Owner’s Spouse, the Contract may be continued in the name of the Spouse as Owner.

For Qualified Contracts, if an Owner dies after RMD distributions have begun, the remaining portion of such interest will continue to be distributed at least as rapidly as under the method of distribution being used prior to the individual’s death.

If an Owner dies before RMD distributions have begun, distribution of the individual’s entire interest must be completed by December 31 of the calendar year containing the fifth anniversary of the individual’s death unless an

election is made to receive distributions in accordance with the rules set forth below:

(1) If the Owner’s interest is payable to a designated Beneficiary, then the entire interest of the individual may be distributed in equal or substantially equal payments over the life or over a period certain not greater than the life expectancy of the designated Beneficiary commencing on or before December 31 of the calendar year immediately following the calendar year in which the Owner died;

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(2) If the designated Beneficiary is the Owner’s surviving spouse, the date distributions are required to begin in accordance with (1) above must not be earlier than the later of (a) December 31 of the calendar year immediately following the calendar year in which the individual died or (b) December 31 of the calendar year in which the individual would have attained age 70¹⁄₂;

(3) If the designated Beneficiary is the Owner’s surviving spouse, the spouse may treat the Contract as his or her own Qualified Contract. This election will be deemed to have been made if such surviving spouse makes a regular Contribution to the Contract, makes a rollover to or from such Contract, or fails to elect any of the above provisions.

If the Owner dies on or after the date annuity payouts start, and before the entire interest in the Contract has been distributed, payments under the Contract must continue on the same or on a more rapid schedule than that provided for in the method in effect on the date of death.

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.

Section 1035 of the Code provides that no gain or loss will be recognized on the exchange of one annuity contract for another. Generally, an annuity contract issued in an exchange for another annuity contract is treated as new for purposes of the penalty and distribution at death rules.

In Revenue Procedure 2011-38, the IRS set forth the rules as to when a partial transfer between annuity contracts will be treated as a tax-free exchange under Section 1035 of the Code. Under Rev. Proc. 2011-38:

The period of time in which cash cannot be withdrawn from either contract after a partial transfer is 180 days beginning on the date of the transfer; and

Annuity payments that satisfy the partial annuitization rule of IRC Section 72(a)(2) will not be treated as a distribution from either the old or new contract.

Please discuss the tax consequences of any contemplated or completed transactions with a qualified tax professional.

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.

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 and 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.

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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 59¹⁄₂, 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 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 59¹⁄₂, 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;

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• 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 59¹⁄₂, unless an exception applies. The Internal Revenue Service imposes special information requirements with respect to IRAs and we will provide purchasers of the Contracts as Individual Retirement Annuties 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

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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 59¹⁄₂ (subject to certain exceptions) or (2) during the five taxable years starting with the year in which the first contribution is made to any Roth IRA. A 10% penalty tax may apply to amounts attributable to a conversion from an IRA if they are distributed during the five taxable years beginning with the year in which the conversion was made.

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 59¹⁄₂, except in certain circumstances.

If you receive a distribution for 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, 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 to 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.

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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.

Required Minimum Distribution Requirements

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 70¹⁄₂ or, for non-IRAs, the date of retirement instead of age 70¹⁄₂ 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.

For Contracts issued in connection with traditional Individual Retirement Accounts, 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 in the Account’s RMD calculations.

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 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 requirements, a death benefit in your Contract could cause your RMD amount to be higher than it would be without such a benefit.

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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.

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 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 can be no assurance that the IRS will agree that this is the correct cash value. 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. 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.

Tax Cuts and Jobs Act of 2017

On December 22, 2017, the Tax Cuts and Jobs Act was enacted that included a broad range of tax reforms affecting businesses and individuals, including certain provisions related to contract owner tax reporting (effective after January 1, 2018). Please consult a qualified tax professional for more information.

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

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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.

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 an 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 Considerations” 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.

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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 CONSIDERATIONS”, see “Pre-Distribution Taxation of Contracts”, “Distributions and Withdrawals from Non-Qualified Contracts”, and “Withholding”. 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.

ADMINISTRATION OF THE CONTRACTS

We have engaged se², llc (“se²”), a leading third-party provider of contract administration services for many other life insurance companies, located at 5801 SW 6^th Avenue, Topeka, KS 66636, 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 on technology, including digital communications and data storage networks and systems, 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 service providers and other business partners, our business is vulnerable to disruptions from utility outages, and susceptible to operational and information security risks resulting from information systems failure and cyber-attacks. We have established administrative and technical controls and cyber security plans, including a business continuity plan, to identify and protect our operations against cyber security breaches. Despite these controls, a cyber security breach could have a material, negative impact on the Company and the Variable Account, as well as on you and your Contract. Our operations also could be negatively affected by a cyber security breach impacting a third party, such as a governmental or regulatory authority, a service provider or another participant in the financial markets. Operational and information security 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 our website and other operational disruption, and unauthorized release of confidential customer information. Cyber security breaches may interfere with our processing of Contract transactions, including the processing of orders, impact our ability to calculate Variable Accumulation Unit values, cause the release or possible destruction of your confidential information or business information, impede order processing or cause other operational issues, subject us and/or our service providers and intermediaries to regulatory fines, litigation, and financial losses and/or cause reputational damage. Cyber security breaches may also impact the issuers of securities in which the Funds invest, which may cause the Funds to lose value and could subject you to identity theft and fraud. Although we continually make efforts to identify and reduce our exposure to cyber security risk, there can be no assurance that we will be able to successfully avoid this risk at all times.

DISTRIBUTION OF THE CONTRACTS

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

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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 Contract Owner 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 8.50% 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 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” compensations, 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 Company makes numerous forms of payments and engages in a variety of other activities that, directly or indirectly, provide incentives to, and otherwise facilitate and encourage the offer and

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sale of the Contracts by Selling Broker-Dealers and their registered representatives. Such payments and other activities may be significantly greater or less in connection with the Contracts than in connection with other products offered and sold by the Company or by others. Accordingly, our payments and other activities 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 2016, 2017, and 2018, approximately $2,955,986, $2,967,006, and $2,828,875, respectively, 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.

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.

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. 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

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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. 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.

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 Statement of Additional Information 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, 2018 are also included in the Statement of Additional Information.

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	7

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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 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 of (a) 12 full calendar months plus (b) the part of the calendar month in which we issue your Contract (if not on the first day of the month), beginning with the Contract Date. Your Account Anniversary is the first day immediately after the end of an Account Year. Each Account Year after the first is the 12 calendar month period that begins on your Account Anniversary. If, for example, the Contract Date is in March, the first Account Year will be determined from the Contract Date but will end on the last day of March in the following year; your Account Anniversary is April 1 and all Account Years after the first will be measured from April 1.

ACCUMULATION PHASE: The period before the Annuity Commencement Date and during the lifetime of the Participant during which you make Purchase Payments under the Contract. This is called the “Accumulation Period” in the Contract.

*ANNUITANT: The person or persons to whom the first annuity payment is made. If the Annuitant dies prior to the Annuity Commencement Date, the new Annuitant will be the Co-Annuitant, if any. If the Co-Annuitant dies or if no Co-Annuitant is named, the Participant becomes the Annuitant upon the Annuitant’s death prior to the Annuity Commencement Date. If you have not named a sole Annuitant on the 30th day before the Annuity Commencement Date and both the Annuitant and Co-Annuitant are living, the Co-Annuitant will be the sole Annuitant during the Income Phase.

*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: Prior to the Annuity Commencement Date, the person or entity having the right to receive the death benefit and, for Non-Qualified Contracts, who, in the event of the Participant’s death, is the “designated beneficiary” for purposes of Section 72(s) of the Internal Revenue Code. After the Annuity Commencement Date, the person or entity having the right to receive any payments due under the Annuity Option elected, if applicable, upon the death of the Payee.

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.

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

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

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CONTRACT DATE: The date on which we issue your Contract. This is called the “Date of Coverage” in the Contract.

DEATH BENEFIT DATE: If you have elected a death benefit payment option before your 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 Death Benefit Date will be the last day of the 60 day period and we will pay the death benefit in cash.

DUE PROOF OF DEATH: An original certified copy of an official death certificate, an original certified copy of a decree of a court of competent jurisdiction as to the finding of death, or any other proof satisfactory to the Company.

EXPIRATION DATE: The last day of a Guarantee Period.

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.

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.

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

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 or less than or equal to one.

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.

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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.

PAYEE: A recipient of payments under a Contract. The term includes an Annuitant or a Beneficiary who becomes entitled to benefits upon the death of the Participant.

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.

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

SEVEN-YEAR ANNIVERSARY: The seventh Account Anniversary and each succeeding Account Anniversary occurring at any seven year interval thereafter; for example, the 14th, 21st and 28th Account Anniversaries.

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

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 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, AND 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 Contract Date, no additional Purchase Payments are made and there are no partial withdrawals. The table below presents four 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		New Payments Withdrawn		Withdrawal Charge Percentage			Withdrawal Charge Amount
(a)		1	$	41,000	$	4,000	$	37,000		6.00	%	$	2,220
(b)		3	$	52,000	$	12,000	$	40,000		5.00	%	$	2,000
(c)		7	$	80,000	$	28,000	$	40,000		3.00	%	$	1,200
(d)		9	$	98,000	$	68,000	$	0		0.00	%	$	0

(a) The free withdrawal amount in any Account Year is equal to (1) the Annual Withdrawal Allowance for that year (i.e., 10% of all Purchase Payments made in the last 7 Account Years (“New Payments”)); plus (2) any unused Annual Withdrawal Allowances from previous years; plus (3) any Purchase Payments made before the last seven Account Years (“Old Payments”) not previously withdrawn. In Account Year 1, the free withdrawal amount is $4,000 (the Annual Withdrawal Allowance for that year) because there are no unused Annual Withdrawal Allowances from previous years and no Old Payments. The $41,000 full withdrawal is attributed first to the $4,000 free withdrawal amount. The remaining $37,000 is withdrawn from the Purchase Payment made in Account Year 1 and is subject to the withdrawal charge.

(b) In Account Year 3, the free withdrawal amount is $12,000 (the $4,000 Annual Withdrawal Allowance for the current year plus the unused $4,000 Annual Withdrawal Allowances for each of Account Years 1 and 2). The $52,000 full withdrawal is attributed first to the free withdrawal amount and the remaining $40,000 is withdrawn from the Purchase Payment made in Account Year 1.

(c) In Account Year 7, the free withdrawal amount is $28,000 (the $4,000 Annual Withdrawal Allowance for the current Account Year plus the unused Annual Withdrawal Allowance of $4,000 for each of Account Years 1 through 6). The $80,000 full withdrawal is attributed first to the free withdrawal amount. The next $40,000 is withdrawn from the Purchase Payment made in Account Year 1 and is subject to the withdrawal charge. The remaining $12,000 exceeds the total of the free withdrawal amount plus all New Payments not previously withdrawn, so it is not subject to the withdrawal charge.

(d) In Account Year 9, the free withdrawal amount is $68,000, calculated as follows. There are no Annual Withdrawal Allowances for Account Years 8 or 9 because there are no New Payments in those years. The $40,000 Purchase Payment made in Account Year 1 is now an Old Payment that constitutes a portion of the free withdrawal amount. In addition, the unused Annual Withdrawal Allowances of $4,000 for each of Account Years 1 through 7 are carried forward and available for use in Account Year 9. The $98,000 full withdrawal is attributed first to the free withdrawal amount. Because the remaining $30,000 is not withdrawn from New Payments, this part of the withdrawal also will not be subject to the withdrawal charge.

51

Partial Withdrawal:

Assume a single Purchase Payment of $40,000 is made on the Contract Date, no additional Purchase Payments are made, no partial withdrawals have been taken prior to the fifth Account Year, and there are a series of three partial withdrawals made during the fifth Account Year of $9,000, $12,000, and $15,000.

	Hypothetical Account Value		Partial Withdrawal Amount		Free Withdrawal Amount		New Payments Withdrawn		Withdrawal Charge Percentage			Withdrawal Charge Amount
(a)	$	64,000	$	9,000	$	20,000	$	0		4.00	%	$	0
(b)	$	56,000	$	12,000	$	11,000	$	1,000		4.00	%	$	40
(c)	$	40,000	$	15,000	$	0	$	15,000		4.00	%	$	600

(a) In Account Year 5, the free withdrawal amount is equal to $20,000 (the $4,000 Annual Withdrawal Allowance for the current year, plus the unused $4,000 for each of the Account Years 1 through 4). The partial withdrawal amount ($9,000) is less than the free withdrawal amount so no New Payments are withdrawn and no withdrawal charge applies.

(b) Since a partial withdrawal of $9,000 was taken, the remaining free withdrawal amount is equal to $11,000. The $12,000 partial withdrawal will first be applied against the $11,000 free withdrawal amount. The remaining $1,000 will be withdrawn from the $40,000 New Payment, incurring a withdrawal charge of $40.

(c) The free withdrawal amount is zero since the previous partial withdrawals have already used the free withdrawal amount. The entire partial withdrawal amount will result in New Payments being withdrawn and will incur a withdrawal charge.

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:

• The Guarantee Amount was allocated to a five year Guarantee Period with a Guaranteed Interest Rate of 6% or .06.

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

• The value of the Guarantee Amount on the date of surrender is $11,910.16.

• The interest earned in the current Account Year is $674.16.

• No transfers or partial withdrawals affecting this Guarantee Amount have been made.

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

52

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

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

The value of the Guarantee Amount less interested credit 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.

53

APPENDIX C - CONDENSED FINANCIAL INFORMATION

The following information for REGATTA PLATINUM should be read in conjunction with the Variable Account’s financial statements appearing in the Statement of Additional Information.

Sub-Account	Accumulation Unit Value Beginning of Period		Accumulation Unit Value End of Period		Number of Accumulation Units End of Period		Year
MFS® Corporate Bond Portfolio		23.6082		22.5783		732,335		2018
		22.5051		23.6082		831,887		2017
		21.4751		22.5051		886,689		2016
		21.8485		21.4751		963,941		2015
		20.9483		21.8485		1,047,687		2014
		21.3042		20.9483		1,159.051		2013
		19.4121		21.3042		1,405,032		2012
		18.4629		19.4121		1,520,174		2011
		16.8911		18.4629		1,641,672		2010
		13.3880		16.8911		1,702,404		2009
MFS® Core Equity Portfolio		27.3399		25.9229		1,138,558		2018
		22.2121		27.3399		1,324,729		2017
		20.2264		22.2121		1,521,900		2016
		20.5565		20.2264		1,684,374		2015
		18.7185		20.5565		1,855,356		2014
		14.1017		18.7185		1,997,137		2013
		12.2813		14.1017		2,259,021		2012
		12.5734		12.2813		2,491,713		2011
		10.8789		12.5734		2,740,341		2010
		8.3120		10.8789		3,085,747		2009
MFS® Growth Series		29.1392		29.4962		1,326,533		2018
		22.4886		29.1392		1,482,270		2017
		22.2640		22.4886		1,685,596		2016
		20.9932		22.2640		1,842,720		2015
		19.5432		20.9932		1,981,245		2014
		14.4832		19.5432		2,226,662		2013
		12.5094		14.4832		2,463,162		2012
		12.7442		12.5094		2,794,992		2011
		11.1603		12.7442		3,118,447		2010
		8.2177		11.1603		3,402,773		2009
MFS® Emerging Markets Equity Portfolio		35.3064		29.9575		190,740		2018
		25.9549		35.3064		217,982		2017
		24.0691		25.9549		247,873		2016
		28.0241		24.0691		265,433		2015
		30.4710		28.0241		290,915		2014
		32.6026		30.4710		321,649		2013
		27.7914		32.6026		347,866		2012
		34.5967		27.7914		413,318		2011
		28.3539		34.5967		431,719		2010
		17.0578		28.3539		433,432		2009

54

Sub-Account	Accumulation Unit Value Beginning of Period		Accumulation Unit Value End of Period		Number of Accumulation Units End of Period		Year
MFS® Global Governments Portfolio		16.6563		16.2404		132,786		2018
		15.7881		16.6563		160,793		2017
		15.9636		15.7881		191,973		2016
		16.8046		15.9636		198,215		2015
		16.9199		16.8046		210,827		2014
		18.1126		16.9199		246.544		2013
		18.2541		18.1126		284,521		2012
		17.4550		18.2541		324,711		2011
		16.9223		17.4550		360,389		2010
		16.4925		16.9223		356,081		2009
MFS® Global Growth Portfolio		31.6690		29.7152		338,893		2018
		24.3054		31.6690		444,309		2017
		23.2399		24.3054		434,737		2016
		23.9385		23.2399		484,474		2015
		23.2740		23.9385		515,825		2014
		19.4665		23.2740		557,716		2013
		16.4917		19.4665		607,855		2012
		17.8660		16.4917		669,519		2011
		16.2064		17.8660		731,893		2010
		11.7559		16.2064		831,059		2009
MFS® Global Research Portfolio		19.9605		17.9426		874,377		2018
		16.1278		19.9605		1,018,926		2017
		15.5131		16.1278		1,214,896		2016
		15.8625		15.5131		1,319,736		2015
		15.7112		15.8625		1,454,489		2014
		12.8500		15.7112		1,616,741		2013
		11.1575		12.8500		1,767,209		2012
		12.1320		11.1575		2,019,911		2011
		10.9212		12.1320		2,266,549		2010
		8.3631		10.9212		2,600,467		2009
MFS® Global Tactical Allocation Portfolio		23.9151		22.5170		481,729		2018
		21.8831		23.9151		539,086		2017
		20.8904		21.8831		606,018		2016
		21.6703		20.8904		651,511		2015
		21.0395		21.6703		701,782		2014
		19.6057		21.0395		781,972		2013
		18.1505		19.6057		842,652		2012
		18.1272		18.1505		918,913		2011
		17.4213		18.1272		967,964		2010
		15.3428		17.4213		1,019,466		2009
MFS® Government Securities Portfolio		17.2667		17.1037		1,297,958		2018
		17.1299		17.2667		1,401,621		2017
		17.1942		17.1299		1,532,442		2016
		17.3568		17.1942		1,634,443		2015
		16.7877		17.3568		1,804,476		2014
		17.4794		16.7877		1,992,985		2013
		17.2918		17.4794		2,217,386		2012
		16.3283		17.2918		2,323,002		2011
		15.8090		16.3283		2,827,421		2010
		15.3440		15.8090		3,080,401		2009

55

Sub-Account	Accumulation Unit Value Beginning of Period		Accumulation Unit Value End of Period		Number of Accumulation Units End of Period		Year
MFS® High Yield Portfolio		21.5332		20.5768		674,856		2018
		20.4689		21.5332		770,004		2017
		18.2383		20.4689		878,155		2016
		19.3118		18.2383		975,817		2015
		19.0513		19.3118		1,095,474		2014
		18.1553		19.0513		1,258,782		2013
		16.0255		18.1553		1,395,636		2012
		15.6071		16.0255		1,482,699		2011
		13.7006		15.6071		1,710,271		2010
		9.2413		13.7006		1,947,306		2009
MFS® International Growth Portfolio		27.7149		24.8603		465,206		2018
		21.1904		27.7149		523,935		2017
		20.9688		21.1904		618,700		2016
		21.1987		20.9688		680,432		2015
		22.6259		21.1987		741,961		2014
		20.1434		22.6259		820,121		2013
		17.0405		20.1434		877,458		2012
		19.3951		17.0405		1,008,024		2011
		17.0809		19.3951		1,122,090		2010
		12.5476		17.0809		1,253,403		2009
MFS® International Value Portfolio		39.0641		34.8599		340,845		2018
		31.1587		39.0641		404,476		2017
		30.3709		31.1587		461,648		2016
		28.8807		30.3709		492,446		2015
		28.9030		28.8807		523,258		2014
		22.9178		28.9030		551,381		2013
		19.9995		22.9178		597,362		2012
		20.5961		19.9995		670,776		2011
		19.1448		20.5961		736,199		2010
		15.4876		19.1448		822,456		2009
MFS® Massachusetts Investors Growth Stock Portfolio		24.7541		24.6035		3,296,188		2018
		19.5476		24.7541		3,838,632		2017
		18.6897		19.5476		4,464,741		2016
		18.9770		18.6897		5,004,583		2015
		17.2595		18.9770		5,515,266		2014
		13.4245		17.2595		6,176,328		2013
		11.6130		13.4245		6,897,429		2012
		11.6846		11.6130		7,785,090		2011
		10.4729		11.6846		8,853,864		2010
		7.5793		10.4729		9,955,657		2009
MFS® Blended Research® Core Equity Portfolio		23.7449		21.5992		3,210,950		2018
		19.9403		23.7449		3,716,479		2017
		18.6484		19.9403		4,291,271		2016
		18.7025		18.6484		4,742,609		2015
		16.8502		18.7025		5,212,074		2014
		12.5289		16.8502		5,859,722		2013
		11.0144		12.5289		6,606,268		2012
		10.9544		11.0144		7,561,868		2011
		9.5393		10.9544		8,615,073		2010
		7.7238		9.5393		9,701,572		2009

56

Sub-Account	Accumulation Unit Value Beginning of Period		Accumulation Unit Value End of Period		Number of Accumulation Units End of Period		Year
MFS® Mid Cap Growth Series		11.0950		11.0741		518,067		2018
		8.8600		11.0950		598,556		2017
		8.5652		8.8600		701,226		2016
		8.3038		8.5652		738,983		2015
		7.7361		8.3038		835,218		2014
		5.6970		7.7361		888,193		2013
		4.9533		5.6970		906,915		2012
		5.3436		4.9533		1,108,275		2011
		4.1930		5.3436		1,176,746		2010
		2.9881		4.1930		1,134,697		2009
MFS® U.S. Government Money Market Portfolio		10.6272		10.6098		1,156,277		2018
		10.7456		10.6272		1,358,431		2017
		10.8973		10.7456		1,249,956		2016
		11.0520		10.8973		1,432,964		2015
		11.2089		11.0520		1,483,551		2014
		11.3681		11.2089		1,629,740		2013
		11.5304		11.3681		1,735,507		2012
		11.6937		11.5304		1,849,477		2011
		11.8597		11.6937		2,005,452		2010
		12.0281		11.8597		2,493,774		2009
MFS® New Discovery Series		13.1159		12.7406		1,221,330		2018
		10.5020		13.1159		1,464,640		2017
		9.7671		10.5020		1,714,661		2016
		10.0961		9.7671		1,909,558		2015
		10.0000		10.0961		2,091,580		2014
MFS® Research International Portfolio		24.6161		20.8418		305,967		2018
		19.4591		24.6161		334,936		2017
		19.8748		19.4591		388,903		2016
		20.5609		19.8748		438,143		2015
		22.3935		20.5609		488,947		2014
		19.0837		22.3935		535,648		2013
		16.6012		19.0837		582,940		2012
		18.8929		16.6012		650,000		2011
		17.3203		18.8929		706,674		2010
		13.4160		17.3203		786,718		2009
MFS® Strategic Income Portfolio		20.7161		20.0189		456,484		2018
		19.7757		20.7161		469,998		2017
		18.5296		19.7757		526,636		2016
		19.1474		18.5296		581,987		2015
		18.8037		19.1474		656,983		2014
		18.7954		18.8037		677,581		2013
		17.2649		18.7954		767,265		2012
		16.7281		17.2649		742,537		2011
		15.3859		16.7281		763,386		2010
		12.2216		15.3859		815,056		2009
MFS® Technology Portfolio		13.2289		13.2688		259,210		2018
		9.6516		13.2289		319,561		2017
		9.0056		9.6516		347,499		2016

57

Sub-Account	Accumulation Unit Value Beginning of Period		Accumulation Unit Value End of Period		Number of Accumulation Units End of Period		Year
		8.2470		9.0056		362,592		2015
		7.5548		8.2470		411,755		2014
		5.6679		7.5548		443,121		2013
		5.0165		5.6679		483,976		2012
		5.0288		5.0165		553,369		2011
		4.2277		5.0288		567,267		2010
		2.4274		4.2277		571,059		2009
MFS® Total Return Series		13.4178		12.4868		4,866,608		2018
		12.1172		13.4178		5,628,646		2017
		11.2648		12.1172		6,343,608		2016
		11.4672		11.2648		7,107,827		2015
		10.7191		11.4672		7,672,192		2014
		17.5040		10.7191		8,646,654		2013
		15.9457		17.5040		4,921,457		2012
		15.8660		15.9457		5,471,487		2011
		14.6330		15.8660		6,043,726		2010
		12.5671		14.6330		6,831,307		2009
MFS® Utilities Series		10.6166		10.5782		2,976,745		2018
		9.3761		10.6166		3,478,111		2017
		8.5036		9.3761		4,056,714		2016
		10.1213		8.5036		4.624,698		2015
		10.0000		10.1213		5,122,822		2014
MFS® Value Series		13.6816		12.1286		2,379,461		2018
		11.7933		13.6816		2,661,971		2017
		10.4837		11.7933		3,068,422		2016
		10.7144		10.4837		3,417,637		2015
		10.0000		10.7144		3,788,127		2014

58

This Prospectus sets forth information about the Contracts and the Variable Account that a prospective purchaser should know before investing. Additional information about the Contracts and the Variable Account has been filed with the Securities and Exchange Commission in a Statement of Additional Information dated April 30, 2019, 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
	Regatta Platinum
	Delaware Life Variable Account F.
Name:
Address:
City:		State:	Zip Code:
Telephone:

59

PART B

APRIL 30, 2019

REGATTA GOLD

AND

REGATTA PLATINUM

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	7

The Statement of Additional Information sets forth information which may be of interest to prospective purchasers of Regatta Gold and Regatta Platinum (the “Contracts”) issued by Delaware Life Insurance Company (the “Company”) in connection with Delaware Life Variable Account F (the “Variable Account”) which is not included in the corresponding Prospectus dated April 30, 2019. 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

The Company changed its name from Sun Life Assurance Company of Canada (U.S.) to Delaware Life Insurance Company on July 21, 2014.

Group One Thousand One, LLC is the Company’s immediate corporate parent. Group One Thousand One, LLC is ultimately controlled by Mark R. Walter. Mr. Walter ultimately controls the Company through the following intervening companies: Group One Thousand One, LLC, Delaware Life Holdings Parent, LLC, Delaware Life Holdings Parent II, LLC, and DLICM, LLC. The nature of the business of Mr. Walter and these intervening companies is investing in companies engaged in the business of life, health, and property and casualty insurance.

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. Consult your tax advisor.

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 59¹⁄₂, 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 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 59¹⁄₂ 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.

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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; and

(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 1.00323648 as shown in the calculation above. The value for the current Valuation Period would be, therefore, determined as follows:

(14.5645672 x 1.00323648) = 14.6117052

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 1.00323648 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 1.00323648) x 0.99991902 = 12.3846325

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 Period immediately preceding the annuity payment date. Thus, the second Variable Annuity payment would be determined as follows:

70.1112 x 12.3846391 = $ 868.30

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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 the 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 Contracts, 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; Bonus Guaranteed Interest Rates.” Total commissions paid on behalf of Clarendon in connection with the Variable Account during 2016, 2017, and 2018, were approximately $76,221,651, $72,466,231, and $65,608,771, 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 as of December 31, 2018 and 2017 and for each of the three years in the period ended December 31, 2018 (the report on which expresses an unmodified opinion in accordance with accounting practices prescribed or permitted by the Delaware Department of Insurance), 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.

The financial statements of Delaware Life Variable Account F as of December 31, 2018 and 2017 and for each of the three years in the period ended December 31, 2018 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.

FINANCIAL STATEMENTS

The financial statements of the Variable Account and Delaware Life Insurance Company are included herein. The statutory-basis 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.

7

Delaware Life

Variable Account F — Regatta

Financial Statements as of and for the Year Ended December 31, 2018 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, 2018

	Page(s)
Report of Independent Registered Public Accounting Firm		1-3
Financial Statements
Statements of Assets and Liabilities		4-11
Statements of Operations		12-53
Statements of Changes in Net Assets		54-115
Notes to the Financial Statements		116-150

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Delaware Life Insurance Company and the Contract Owners of Delaware Life Variable Account F:

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities of each of the subaccounts of Delaware Life Variable Account F - Regatta indicated in the table below as of December 31, 2018, and the related statements of operations and of changes in net assets for each of the periods indicated in the table below, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the subaccounts in the Delaware Life Variable Account F - Regatta as of December 31, 2018, and the results of each of their operations and the changes in each of their net assets for the periods indicated in the table below, in conformity with accounting principles generally accepted in the United States of America.

AB VPS Balanced Wealth Strategy Portfolio (Class B) (1)	MFS VIT II Global Governments Portfolio I Class (1)
AB VPS Dynamic Asset Allocation Portfolio Class B (1)	MFS VIT II Global Governments Portfolio S Class (1)
AB VPS International Growth Portfolio (Class B) (1)	MFS VIT II Global Growth Portfolio I Class (1)
AB VPS International Value Portfolio (Class B) (1)	MFS VIT II Global Growth Portfolio S Class (1)
AB VPS Small/Mid Cap Value Portfolio (Class B) (1)	MFS VIT II Global Research Portfolio I Class (1)
BlackRock Global Allocation V.I. Fund (Class III) (1)	MFS VIT II Global Research Portfolio S Class (1)
Columbia Variable Portfolio - Large Cap Growth Fund Class 1 (1)	MFS VIT II Global Tactical Allocation Portfolio I Class (1)
Columbia Variable Portfolio - Large Cap Growth Fund Class 2 (1)	MFS VIT II Global Tactical Allocation Portfolio S Class (1)
Columbia Variable Portfolio - Overseas Core Fund Class 2 (1)	MFS VIT II Government Securities Portfolio I Class (1)
Columbia Variable Portfolio - Small Cap Value Fund Class 2 (1)	MFS VIT II Government Securities Portfolio S Class (1)
CTIVP - Loomis Sayles Growth Fund Class 1 (1)	MFS VIT II High Yield Portfolio I Class (1)
CTIVP - Loomis Sayles Growth Fund Class 2 (1)	MFS VIT II High Yield Portfolio Service Class (1)
Fidelity VIP Balanced Portfolio (Service Class 2) (1)	MFS VIT II International Growth Portfolio I Class (1)
Fidelity VIP Contrafund Portfolio (Service Class 2) (1)	MFS VIT II International Growth Portfolio S Class (1)
Fidelity VIP Freedom 2010 Portfolio (Service Class 2) (1)	MFS VIT II International Value Portfolio I Class (1)
Fidelity VIP Freedom 2015 Portfolio (Service Class 2) (1)	MFS VIT II International Value Portfolio S Class (1)
Fidelity VIP Freedom 2020 Portfolio (Service Class 2) (1)	MFS VIT II Massachusetts Investors Growth Stock Portfolio I Class (1)
Fidelity VIP Mid Cap Portfolio (Service Class 2) (1)	MFS VIT II Massachusetts Investors Growth Stock Portfolio S Class (1)
First Eagle Overseas Variable Fund (1)	MFS U.S. Government Money Market Portfolio Service Class (1)
Franklin Templeton Developing Markets VIP Fund Class 2 (1)	MFS VIT II Research International Portfolio I Class (1)
Franklin Templeton Foreign VIP Fund Class 2 (1)	MFS VIT II Research International Portfolio S Class (1)
Franklin Templeton Founding Funds Allocation VIP Fund Class 2 (1)	MFS VIT II Strategic Income Portfolio I Class (1)
Franklin Templeton Global Bond VIP Fund Class 4 (1)	MFS VIT II Strategic Income Portfolio S Class (1)
Franklin Templeton Growth VIP Fund Class 2 (1)	MFS VIT II Technology Portfolio I Class (1)
Franklin Templeton Income VIP Fund Class 2 (1)	MFS VIT II Technology Portfolio S Class (1)
Franklin Templeton Income VIP Fund Class 4 (1)	MFS VIT III Blended Research Small Cap Equity Portfolio Service Class (1)

PricewaterhouseCoopers LLP, 101 Seaport Blvd, Suite 500, Boston, MA 02110

   T: (617) 530-5000, F: (617) 530-5001, www.pwc.com/us

1

Franklin Templeton Mutual Shares VIP Fund Class 2 (1)	MFS VIT III Conservative Allocation Portfolio Service Class (1)
Franklin Templeton Mutual Shares VIP Fund Class 4 (1)	MFS VIT III Global Real Estate Portfolio Initial Class (1)
Franklin Templeton Small Cap Value VIP Fund Class 2 (1)	MFS VIT III Global Real Estate Portfolio Service Class (1)
Franklin Templeton Small Cap Value VIP Fund Class 4 (1)	MFS VIT III Growth Allocation Portfolio Service Class (1)
Franklin Templeton Strategic Income VIP Fund Class 2 (1)	MFS VIT III Inflation Adjusted Bond Portfolio Service Class (1)
Franklin Templeton Strategic Income VIP Fund Class 4 (1)	MFS VIT III Limited Maturity Portfolio Initial Class (1)
Invesco V.I. American Value Fund Series II (1)	MFS VIT III Limited Maturity Portfolio Service Class (1)
Invesco V.I. Comstock Fund Series II (1)	MFS VIT III Mid Cap Value Portfolio Initial Class (1)
Invesco V.I. Equity and Income Fund Series II (1)	MFS VIT III Mid Cap Value Portfolio Service Class (1)
Invesco V.I. International Growth Fund II (1)	MFS VIT III Moderate Allocation Portfolio Service Class (1)
JPMorgan Insurance Trust Core Bond Portfolio (Class 2) (1)	MFS VIT III New Discovery Value Portfolio Service Class (1)
JPMorgan Insurance Trust U.S. Equity Portfolio (Class 2) (1)	MFS VIT Total Return Series Initial Class (1)
Lazard Retirement Emerging Markets Equity Portfolio Service Class (1)	MFS VIT Total Return Series Service Class (1)
Lord Abbett Series Fund - Growth Opportunities Portfolio VC (1)	Morgan Stanley Variable Insurance Fund, Inc. Growth Portfolio Class II (1)
Lord Abbett Series Fund- Fundamental Equity Portfolio VC (1)	Morgan Stanley Variable Insurance Fund, Inc. Mid Cap Growth Portfolio Class II (1)
MFS U.S. Government Money Market Portfolio Initial Class (1)	Oppenheimer Capital Appreciation Fund/VA (Service Shares) (1)
MFS VIT I Growth Series Initial Class (1)	Oppenheimer Conservative Balanced Fund/VA (Service Shares) (1)
MFS VIT I Growth Series Service Class (1)	Oppenheimer Global Fund/VA (Service Shares) (1)
MFS VIT I Mid Cap Growth Series Initial Class (1)	Oppenheimer Main Street Fund/VA (Service Shares) (1)
MFS VIT I Mid Cap Growth Series Service Class (1)	Oppenheimer Main Street Small Cap Fund/VA (Service Shares) (1)
MFS VIT I New Discovery Series Initial Class (1)	PIMCO StocksPLUS Global Portfolio Advisor Class (1)
MFS VIT I New Discovery Series Service Class (1)	PIMCO VIT All Asset Portfolio Admin Class (1)
MFS VIT I Research Series Service Class (1)	PIMCO VIT All Asset Portfolio Advisor Class (1)
MFS VIT I Total Return Bond Series Service Class (1)	PIMCO VIT CommodityRealReturn Strategy Portfolio Advisor Class (1)
MFS VIT I Utilities Series Initial Class (1)	PIMCO VIT CommodityRealReturnTM Strategy Portfolio Admin Class (1)
MFS VIT I Utilities Series Service Class (1)	PIMCO VIT Emerging Markets Bond Portfolio Admin Class (1)
MFS VIT I Value Series Initial Class (1)	PIMCO VIT Emerging Markets Bond Portfolio Advisor Class (1)
MFS VIT I Value Series Service Class (1)	PIMCO VIT Global Multi-Asset Managed Allocation Portfolio Advisor Class (1)
MFS VIT II Blended Research Core Equity Portfolio I Class (1)	PIMCO VIT Real Return Portfolio Admin Class (1)
MFS VIT II Blended Research Core Equity Portfolio S Class (1)	PIMCO VIT Total Return Portfolio Admin Class (1)
MFS VIT II Core Equity Portfolio I Class (1)	Putnam VT Equity Income Fund Class IB (1)
MFS VIT II Core Equity Portfolio S Class (1)	Putnam VT Multi-Asset Absolute Return Fund Class IB (1)
MFS VIT II Corporate Bond Portfolio I Class (1)	Rational Insider Buying VA Fund (1)
MFS VIT II Corporate Bond Portfolio S Class (1)	Rational Trend Aggregation VA Fund (1)
MFS VIT II Emerging Markets Equity Portfolio I Class (1)	Wanger Select Fund (1)
MFS VIT II Emerging Markets Equity Portfolio S Class (1)	Wanger USA (1)

(1) Statement of operations for the year ended December 31, 2018, and statement of changes in net assets for the years ended December 31, 2018 and 2017.

PricewaterhouseCoopers LLP, 101 Seaport Blvd, Suite 500, Boston, MA 02110

    T: (617) 530-5000, F: (617) 530-5001, www.pwc.com/us

2

Basis for Opinions

These financial statements are the responsibility of the Delaware Life Insurance Company management. Our responsibility is to express an opinion on the financial statements of each of the subaccounts in the Delaware Life Variable Account F – Regatta based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to each of the subaccounts in the Delaware Life Variable Account F – Regatta in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of investments owned as of December 31, 2018 by correspondence with the transfer agents of the investee mutual funds. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Boston, MA

April 25, 2019

We have served as the auditor of one or more of the subaccounts in Delaware Life Variable Account F - Regatta since 2013.

PricewaterhouseCoopers LLP, 101 Seaport Blvd, Suite 500, Boston, MA 02110

   T: (617) 530-5000, F: (617) 530-5001, www.pwc.com/us

3

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 2018

			Assets								Liabilities
					Investments at fair		Receivable from				Payable to
	Shares		Cost		value		Sponsor		Total assets		Sponsor		Net Assets
AB VPS Balanced Wealth Strategy Portfolio (Class B) Sub-Account (AL1)		3,797,919	$	42,906,170	$	37,903,235	$	—	$	37,903,235	$	168	$	37,903,067
AB VPS Dynamic Asset Allocation Portfolio Class B Sub-Account (AO5)		6,226,655		72,036,996		73,599,066		—		73,599,066		150		73,598,916
AB VPS International Growth Portfolio (Class B) Sub-Account (AM2)		229,991		4,391,901		4,303,135		—		4,303,135		76		4,303,059
AB VPS International Value Portfolio (Class B) Sub-Account (A98)		2,184,071		29,518,846		26,842,230		—		26,842,230		347		26,841,883
AB VPS Small/Mid Cap Value Portfolio (Class B) Sub-Account (A74)		663,959		13,191,457		11,121,320		814		11,122,134		—		11,122,134
BlackRock Global Allocation V.I. Fund (Class III) Sub-Account (B18)		30,135,710		428,254,188		390,257,440		65,358		390,322,798		6,470		390,316,328
Columbia Variable Portfolio - Small Cap Value Fund Class 2 Sub-Account (C71)		1,311		24,212		18,507		—		18,507		—		18,507
Columbia Variable Portfolio - Large Cap Growth Fund Class 1 Sub- Account (C59)		2,569		32,138		41,354		—		41,354		—		41,354
Columbia Variable Portfolio - Large Cap Growth Fund Class 2 Sub- Account (C60)		3,333,628		42,352,565		52,537,972		2,283		52,540,255		392		52,539,863
CTIVP - Loomis Sayles Growth Fund Class 1 Sub-Account (C89) ¹		3,777		118,738		107,634		—		107,634		—		107,634
CTIVP - Loomis Sayles Growth Fund Class 2 Sub-Account (C90) ¹		571,550		12,632,149		15,946,244		2,091		15,948,335		52		15,948,283
Columbia Variable Portfolio - Overseas Core Fund Class 2 Sub-Account (C58) ¹		363,463		4,800,949		4,605,073		—		4,605,073		60		4,605,013
Fidelity VIP Balanced Portfolio (Service Class 2) Sub-Account (FD7)		5,739,362		95,644,413		93,953,352		139		93,953,491		993		93,952,498
Fidelity VIP Contrafund Portfolio (Service Class 2) Sub-Account (F24)		4,260,351		134,036,785		133,391,590		64,286		133,455,876		862		133,455,014
Fidelity VIP Freedom 2010 Portfolio (Service Class 2) Sub-Account (F88)		192,183		2,406,773		2,352,321		—		2,352,321		—		2,352,321
Fidelity VIP Freedom 2015 Portfolio (Service Class 2) Sub-Account (FB9)		937,783		11,365,213		11,440,957		—		11,440,957		410		11,440,547
Fidelity VIP Freedom 2020 Portfolio (Service Class 2) Sub-Account (F15)		1,465,623		17,380,268		18,320,292		—		18,320,292		—		18,320,292
Fidelity VIP Mid Cap Portfolio (Service Class 2) Sub-Account (F41)		2,624,551		84,985,232		76,689,391		349		76,689,740		663		76,689,077
First Eagle Overseas Variable Fund Sub-Account (FE3)		9,822,491		262,716,755		223,658,109		88		223,658,197		1,534		223,656,663
Franklin Templeton Developing Markets VIP Fund Class 2 Sub-Account (T21)		2,392,738		18,518,308		20,433,982		107		20,434,089		40		20,434,049
Franklin Templeton Foreign VIP Fund Class 2 Sub-Account (T20) ¹		6,110,003		87,693,035		77,841,438		1,003		77,842,441		28		77,842,413
Franklin Templeton Founding Funds Allocation VIP Fund Class 2 Sub- Account (FE6)		3,931,102		27,131,652		24,844,564		—		24,844,564		18		24,844,546
Franklin Templeton Global Bond VIP Fund Class 4 Sub-Account (T59)		286,088		4,912,945		4,917,856		—		4,917,856		98		4,917,758
Franklin Templeton Growth VIP Fund Class 2 Sub-Account (F56)		1,210,046		16,578,147		14,774,660		434		14,775,094		95		14,774,999
Franklin Templeton Income VIP Fund Class 2 Sub-Account (F59)		3,903,126		60,534,778		57,532,076		279		57,532,355		329		57,532,026
Franklin Templeton Income VIP Fund Class 4 Sub-Account (FF0)		119,690		1,883,851		1,804,932		—		1,804,932		—		1,804,932
Franklin Templeton Mutual Shares VIP Fund Class 2 Sub-Account (F54)		6,827,685		127,048,947		118,801,728		406		118,802,134		624		118,801,510
Franklin Templeton Mutual Shares VIP Fund Class 4 Sub-Account (FG8)		15,646		323,173		274,591		—		274,591		—		274,591
Franklin Templeton Small Cap Value VIP Fund Class 2 Sub-Account (F53)		1,536,682		27,223,749		22,435,557		—		22,435,557		608		22,434,949
Franklin Templeton Small Cap Value VIP Fund Class 4 Sub-Account (FJ9)		26,763		483,050		400,380		—		400,380		—		400,380

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)

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 2018

			Assets								Liabilities
					Investments at fair		Receivable from				Payable to
	Shares		Cost		value		Sponsor		Total assets		Sponsor		Net Assets
Franklin Templeton Strategic Income VIP Fund Class 2 Sub-Account (T28)		1,240,096	$	13,807,344	$	12,748,182	$	—	$	12,748,182	$	18	$	12,748,164
Franklin Templeton Strategic Income VIP Fund Class 4 Sub-Account (FJ0)		20,888		235,302		220,573		—		220,573		—		220,573
Rational Trend Aggregation VA Fund Sub-Account (H24) ¹		79,925		976,490		858,394		—		858,394		—		858,394
Rational Insider Buying VA Fund Sub-Account (H32)		87,942		1,174,592		1,054,424		—		1,054,424		18		1,054,406
Invesco V.I. American Value Fund Series II Sub-Account (V35)		368,348		6,083,911		5,050,051		—		5,050,051		18		5,050,033
Invesco V.I. Comstock Fund Series II Sub-Account (V13)		1,471,019		26,981,977		23,624,569		—		23,624,569		143		23,624,426
Invesco V.I. Equity and Income Fund Series II Sub-Account (V11)		5,446,929		96,447,747		87,368,746		—		87,368,746		891		87,367,855
Invesco V.I. International Growth Fund II Sub-Account (AC1)		74,634		2,616,730		2,426,341		—		2,426,341		42		2,426,299
JPMorgan Insurance Trust Core Bond Portfolio (Class 2) Sub-Account (J88)		3,634,389		39,401,088		38,270,114		—		38,270,114		477		38,269,637
JPMorgan Insurance Trust U.S. Equity Portfolio (Class 2) Sub-Account (J94)		490,075		13,663,913		12,884,062		—		12,884,062		154		12,883,908
Lazard Retirement Emerging Markets Equity Portfolio Service Class Sub- Account (L11)		1,639,823		31,699,563		30,828,680		22		30,828,702		239		30,828,463
Lord Abbett Series Fund - Growth Opportunities Portfolio VC Sub- Account (L18)		1,950,285		24,322,154		20,438,988		21		20,439,009		3		20,439,006
Lord Abbett Series Fund- Fundamental Equity Portfolio VC Sub-Account (L17)		2,220,176		39,348,047		31,371,092		69		31,371,161		34		31,371,127
MFS VIT Total Return Series Initial Class Sub-Account (M07)		13,406,691		303,907,828		291,997,719		—		291,997,719		505,611		291,492,108
MFS VIT Total Return Series Service Class Sub-Account (M35)		13,189,146		295,367,674		281,983,937		15,197		281,999,134		891		281,998,243
MFS VIT I Growth Series Initial Class Sub-Account (M31)		2,742,417		96,944,909		128,921,001		59,347		128,980,348		2,379		128,977,969
MFS VIT I Growth Series Service Class Sub-Account (M80)		416,529		17,121,293		18,852,099		106		18,852,205		166		18,852,039
MFS VIT I Mid Cap Growth Series Initial Class Sub-Account (MF1)		2,451,781		20,977,252		20,178,159		3,581		20,181,740		275		20,181,465
MFS VIT I Mid Cap Growth Series Service Class Sub-Account (M41)		3,029,766		24,868,507		23,268,604		302		23,268,906		139		23,268,767
MFS VIT I New Discovery Series Initial Class Sub-Account (M05)		2,533,401		45,926,609		44,233,173		—		44,233,173		5,856		44,227,317
MFS VIT I New Discovery Series Service Class Sub-Account (M42)		2,137,573		34,392,980		34,008,784		561		34,009,345		29		34,009,316
MFS VIT I Total Return Bond Series Service Class Sub-Account (M89)		35,376,781		463,407,482		439,733,390		58,381		439,791,771		5,955		439,785,816
MFS VIT I Research Series Service Class Sub-Account (M82)		4,426,063		113,278,967		108,925,410		92		108,925,502		837		108,924,665
MFS VIT I Utilities Series Initial Class Sub-Account (M44)		3,199,258		102,678,202		93,994,212		34,550		94,028,762		1,452		94,027,310
MFS VIT I Utilities Series Service Class Sub-Account (M40)		1,688,167		47,674,562		48,720,486		152		48,720,638		260		48,720,378
MFS VIT I Value Series Initial Class Sub-Account (M83)		11,782,971		215,032,959		203,845,393		56,113		203,901,506		1,388		203,900,118
MFS VIT I Value Series Service Class Sub-Account (M08)		5,854,920		109,852,682		99,299,439		6,496		99,305,935		462		99,305,473
MFS VIT II Blended Research Core Equity Portfolio I Class Sub-Account (MB6)		4,998,841		199,784,950		226,397,505		27,547		226,425,052		3,827		226,421,225
MFS VIT II Blended Research Core Equity Portfolio S Class Sub-Account (MB7)		1,238,998		53,186,156		55,593,851		8,645		55,602,496		31		55,602,465
MFS VIT II Corporate Bond Portfolio I Class Sub-Account (MC0)		4,495,243		52,432,344		48,593,575		9,230		48,602,805		660		48,602,145

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)

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 2018

			Assets								Liabilities
					Investments at fair		Receivable from				Payable to
	Shares		Cost		value		Sponsor		Total assets		Sponsor		Net Assets
MFS VIT II Corporate Bond Portfolio S Class Sub-Account (MA0)		10,747,689	$	122,948,400	$	114,570,361	$	—	$	114,570,361	$	2,911	$	114,567,450
MFS VIT II Core Equity Portfolio I Class Sub-Account (MC2)		4,033,619		77,062,480		87,448,860		48,682		87,497,542		1,514		87,496,028
MFS VIT II Core Equity Portfolio S Class Sub-Account (MC1)		1,665,793		36,900,946		35,714,606		3,467		35,718,073		57		35,718,016
MFS VIT II Emerging Markets Equity Portfolio I Class Sub-Account (MC3)		1,042,687		15,157,743		15,379,633		18,501		15,398,134		207		15,397,927
MFS VIT II Emerging Markets Equity Portfolio S Class Sub-Account (MA1)		1,088,650		15,278,749		15,818,080		130		15,818,210		112		15,818,098
MFS VIT II Global Governments Portfolio I Class Sub-Account (MC4)		850,243		9,109,837		8,791,511		—		8,791,511		2,554		8,788,957
MFS VIT II Global Governments Portfolio S Class Sub-Account (MC5)		81,073		835,865		822,084		—		822,084		7		822,077
MFS VIT II Global Growth Portfolio I Class Sub-Account (MC6)		1,742,455		32,034,775		41,331,044		28,576		41,359,620		828		41,358,792
MFS VIT II Global Growth Portfolio S Class Sub-Account (MC7)		73,866		1,418,372		1,746,938		—		1,746,938		—		1,746,938
MFS VIT II Global Research Portfolio I Class Sub-Account (MC8)		2,721,488		51,852,207		73,480,169		35,985		73,516,154		1,900		73,514,254
MFS VIT II Global Research Portfolio S Class Sub-Account (MC9)		168,287		3,825,102		4,525,231		—		4,525,231		—		4,525,231
MFS VIT II Global Tactical Allocation Portfolio I Class Sub-Account (MD0)		2,843,104		41,721,292		41,452,462		42,945		41,495,407		624		41,494,783
MFS VIT II Global Tactical Allocation Portfolio S Class Sub-Account (M92)		36,483,411		538,214,777		522,442,440		—		522,442,440		5,775		522,436,665
MFS VIT II Government Securities Portfolio I Class Sub-Account (M96)		6,306,184		81,503,161		75,926,460		—		75,926,460		6,144		75,920,316
MFS VIT II Government Securities Portfolio S Class Sub-Account (MD2)		12,882,524		163,148,823		154,074,985		6,708		154,081,693		655		154,081,038
MFS VIT II High Yield Portfolio I Class Sub-Account (MA6)		9,039,640		52,787,935		47,729,301		—		47,729,301		15,328		47,713,973
MFS VIT II High Yield Portfolio Service Class Sub-Account (MA3)		6,958,722		40,203,755		36,324,531		—		36,324,531		621		36,323,910
MFS VIT II International Growth Portfolio I Class Sub-Account (M97)		2,630,607		34,570,478		33,619,162		4,007		33,623,169		543		33,622,626
MFS VIT II International Growth Portfolio S Class Sub-Account (MD5)		1,191,464		16,031,861		15,072,020		—		15,072,020		46		15,071,974
MFS VIT II International Value Portfolio I Class Sub-Account (M98)		1,537,587		29,480,543		38,470,417		8,697		38,479,114		490		38,478,624
MFS VIT II International Value Portfolio S Class Sub-Account (M93)		3,299,990		68,770,770		81,179,758		485		81,180,243		208		81,180,035
MFS VIT II Massachusetts Investors Growth Stock Portfolio I Class Sub- Account (MD6)		15,711,954		221,738,261		276,530,386		311,103		276,841,489		4,921		276,836,568
MFS VIT II Massachusetts Investors Growth Stock Portfolio S Class Sub- Account (MB3)		1,779,484		27,367,030		30,927,436		8,059		30,935,495		55		30,935,440
MFS U.S. Government Money Market Portfolio Initial Class Sub-Account (MD8)		42,220,325		42,220,325		42,220,325		—		42,220,325		47,620		42,172,705
MFS U.S. Government Money Market Portfolio Service Class Sub- Account (MD9)		120,799,235		120,799,234		120,799,235		1,174		120,800,409		69		120,800,340
MFS VIT II Research International Portfolio I Class Sub-Account (ME2)		1,277,670		17,467,132		17,976,817		16,627		17,993,444		196		17,993,248
MFS VIT II Research International Portfolio S Class Sub-Account (ME3)		2,673,274		38,374,126		37,158,511		—		37,158,511		183		37,158,328
MFS VIT II Strategic Income Portfolio I Class Sub-Account (MA5)		2,632,584		26,005,057		24,377,723		23,792		24,401,515		205		24,401,310
MFS VIT II Strategic Income Portfolio S Class Sub-Account (MA7)		458,041		4,471,192		4,209,399		—		4,209,399		138		4,209,261
MFS VIT II Technology Portfolio I Class Sub-Account (ME4)		946,712		11,423,703		16,415,979		6,354		16,422,333		244		16,422,089
MFS VIT II Technology Portfolio S Class Sub-Account (MA2)		83,367		968,177		1,370,549		—		1,370,549		—		1,370,549

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)

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 2018

			Assets								Liabilities
	Shares		Cost		Investments at fair value		Receivable from Sponsor		Total assets		Payable to Sponsor		Net Assets
MFS VIT III Blended Research Small Cap Equity Portfolio Service Class Sub-Account (MF3)		4,629,971	$	57,193,214	$	50,559,278	$	473	$	50,559,751	$	214	$	50,559,537
MFS VIT III Conservative Allocation Portfolio Service Class Sub-Account (MF5)		39,063,962		444,687,783		414,468,640		1,756		414,470,396		4,794		414,465,602
MFS VIT III Global Real Estate Portfolio Initial Class Sub-Account (MF6)		125,540		1,668,109		1,644,578		104		1,644,682		—		1,644,682
MFS VIT III Global Real Estate Portfolio Service Class Sub-Account (MF7)		3,179,717		48,087,943		48,236,301		138		48,236,439		180		48,236,259
MFS VIT III Growth Allocation Portfolio Service Class Sub-Account (MF9)		28,775,612		329,905,495		306,460,272		138		306,460,410		701		306,459,709
MFS VIT III Inflation Adjusted Bond Portfolio Service Class Sub-Account (MG1)		12,214,702		125,452,815		122,513,464		359		122,513,823		1,419		122,512,404
MFS VIT III Limited Maturity Portfolio Initial Class Sub-Account (MF2)		20,138,084		206,721,845		203,394,647		—		203,394,647		687		203,393,960
MFS VIT III Limited Maturity Portfolio Service Class Sub-Account (MG2)		10,880,674		111,402,192		109,786,004		125		109,786,129		179		109,785,950
MFS VIT III Mid Cap Value Portfolio Initial Class Sub-Account (MG3)		3,122,758		26,281,378		23,170,864		—		23,170,864		78		23,170,786
MFS VIT III Mid Cap Value Portfolio Service Class Sub-Account (MG4)		2,818,201		23,235,602		20,713,778		—		20,713,778		187		20,713,591
MFS VIT III Moderate Allocation Portfolio Service Class Sub-Account (MG6)		105,172,461		1,308,882,913		1,255,759,190		231,451		1,255,990,641		21,628		1,255,969,013
MFS VIT III New Discovery Value Portfolio Service Class Sub-Account (MG7)		870,547		8,904,619		7,295,181		—		7,295,181		114		7,295,067
Morgan Stanley Variable Insurance Fund, Inc. Growth Portfolio Class II Sub-Account (V44)		360,401		10,597,661		9,712,816		130		9,712,946		95		9,712,851
Morgan Stanley Variable Insurance Fund, Inc. Mid Cap Growth Portfolio Class II Sub-Account (V43)		621,383		6,837,856		6,474,812		—		6,474,812		64		6,474,748
Oppenheimer Capital Appreciation Fund/VA (Service Shares) Sub- Account (O19)		265,276		13,983,728		12,674,895		—		12,674,895		67		12,674,828
Oppenheimer Conservative Balanced Fund/VA (Service Shares) Sub- Account (O23)		725,524		10,081,750		10,331,463		—		10,331,463		—		10,331,463
Oppenheimer Global Fund/VA (Service Shares) Sub-Account (O20)		403,658		15,966,119		15,149,283		125		15,149,408		103		15,149,305
Oppenheimer Main Street Fund/VA (Service Shares) Sub-Account (O21)		5,493,147		147,466,075		145,623,318		2,349		145,625,667		141		145,625,526
Oppenheimer Main Street Small Cap Fund/VA (Service Shares) Sub- Account (O04)		227,775		5,310,401		4,562,326		—		4,562,326		—		4,562,326
PIMCO StocksPLUS Global Portfolio Advisor Class Sub-Account (PH2)		52,344		456,339		367,455		—		367,455		—		367,455
PIMCO VIT All Asset Portfolio Admin Class Sub-Account (P08)		1,660,214		17,299,479		16,485,921		—		16,485,921		41		16,485,880
PIMCO VIT All Asset Portfolio Advisor Class Sub-Account (PC0)		1,569,904		16,648,382		15,777,531		—		15,777,531		—		15,777,531
PIMCO VIT CommodityRealReturn Strategy Portfolio Advisor Class Sub-Account (P70)		46,044		366,641		280,406		—		280,406		—		280,406
PIMCO VIT CommodityRealReturnTM Strategy Portfolio Admin Class Sub-Account (P10)		3,708,369		27,983,725		22,324,384		—		22,324,384		219		22,324,165
PIMCO VIT Emerging Markets Bond Portfolio Admin Class Sub-Account (PK8)		641,179		8,331,173		7,700,559		348		7,700,907		202		7,700,705
PIMCO VIT Emerging Markets Bond Portfolio Advisor Class Sub- Account (P20)		35,206		467,030		422,826		—		422,826		—		422,826
PIMCO VIT Global Multi-Asset Managed Allocation Portfolio Advisor Class Sub-Account (PD6)		34,628,965		414,873,660		380,572,328		27,944		380,600,272		7,020		380,593,252
PIMCO VIT Real Return Portfolio Admin Class Sub-Account (P06)		2,828,150		36,368,544		33,513,578		62		33,513,640		111		33,513,529
PIMCO VIT Total Return Portfolio Admin Class Sub-Account (P07)		13,314,446		146,752,285		139,535,394		—		139,535,394		33,338		139,502,056
Putnam VT Multi-Asset Absolute Return Fund Class IB Sub-Account (PI3) ¹		1,602,733		16,439,452		15,177,882		—		15,177,882		531		15,177,351
Putnam VT Equity Income Fund Class IB Sub-Account (P72)		521,821		12,279,773		12,064,496		—		12,064,496		355		12,064,141
Wanger Select Fund Sub-Account (W41)		14,510		281,303		236,808		—		236,808		—		236,808
Wanger USA Sub-Account (W42)		1,516		37,594		31,384		—		31,384		—		31,384

¹ This Sub-Account had a name change in 2018. Refer to Note 1 in the Variable Account’s Notes to Financial Statements for more information.

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)

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 2018

			Applicable to Owners
			of Deferred Variable		Reserve for
			Annuity Contracts		Variable
	Total Units		Value		Annuities		Net Assets
AL1		2,724,315	$	37,903,067	$	—	$	37,903,067
AO5		6,428,769		73,598,916		—		73,598,916
AM2		523,391		4,303,059		—		4,303,059
A98		4,082,299		26,740,915		100,968		26,841,883
A74		598,129		11,091,480		30,654		11,122,134
B18		25,781,054		390,237,020		79,308		390,316,328
C71		979		18,507		—		18,507
C59		3,329		41,354		—		41,354
C60		4,251,960		52,357,592		182,271		52,539,863
C89		8,279		107,634		—		107,634
C90		1,225,771		15,876,853		71,430		15,948,283
C58		464,423		4,605,013		—		4,605,013
FD7		5,648,699		93,950,917		1,581		93,952,498
F24		7,364,127		133,343,377		111,637		133,455,014
F88		156,217		2,352,321		—		2,352,321
FB9		732,093		11,440,547		—		11,440,547
F15		1,155,984		18,320,292		—		18,320,292
F41		4,372,262		76,643,458		45,619		76,689,077
FE3		16,366,264		223,637,159		19,504		223,656,663
T21		1,493,950		20,414,866		19,183		20,434,049
T20		4,384,314		77,773,564		68,849		77,842,413
FE6		1,866,104		24,844,546		—		24,844,546
T59		471,209		4,917,758		—		4,917,758
F56		740,601		14,752,961		22,038		14,774,999
F59		4,124,136		57,524,956		7,070		57,532,026
FF0		130,886		1,804,932		—		1,804,932
F54		5,410,743		118,776,693		24,817		118,801,510
FG8		17,157		274,591		—		274,591
F53		693,799		22,434,949		—		22,434,949
FJ9		21,789		400,380		—		400,380
T28		930,820		12,748,164		—		12,748,164
FJ0		19,416		220,573		—		220,573
H24		63,919		858,394		—		858,394
H32		68,180		1,054,406		—		1,054,406
V35		311,378		5,050,033		—		5,050,033
V13		1,544,863		23,624,426		—		23,624,426
V11		5,321,052		87,367,855		—		87,367,855
AC1		193,849		2,426,299		—		2,426,299
J88		3,741,153		38,269,637		—		38,269,637

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)

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 2018

			Applicable to Owners
			of Deferred Variable		Reserve for
			Annuity Contracts		Variable
	Total Units		Value		Annuities		Net Assets
J94		606,692	$	12,883,908	$	—	$	12,883,908
L11		3,351,309		30,794,958		33,505		30,828,463
L18		834,547		20,435,752		3,254		20,439,006
L17		1,358,769		31,365,436		5,691		31,371,127
M07		23,372,110		288,505,309		2,986,799		291,492,108
M35		23,179,177		281,269,828		728,415		281,998,243
M31		4,316,157		128,434,321		543,648		128,977,969
M80		581,940		18,831,903		20,136		18,852,039
MF1		1,841,013		20,024,109		157,356		20,181,465
M41		955,706		23,185,428		83,339		23,268,767
M05		3,478,746		44,102,239		125,078		44,227,317
M42		2,203,370		33,993,999		15,317		34,009,316
M89		41,255,653		439,699,854		85,962		439,785,816
M82		6,292,487		108,921,791		2,874		108,924,665
M44		8,893,730		93,303,647		723,663		94,027,310
M40		4,706,962		48,718,643		1,735		48,720,378
M83		14,114,772		202,787,889		1,112,229		203,900,118
M08		6,444,994		98,913,540		391,933		99,305,473
MB6		7,473,605		224,382,181		2,039,044		226,421,225
MB7		2,169,101		55,511,076		91,389		55,602,465
MC0		2,179,178		48,199,056		403,089		48,602,145
MA0		6,527,847		114,427,296		140,154		114,567,450
MC2		3,277,605		86,928,830		567,198		87,496,028
MC1		1,773,236		35,605,517		112,499		35,718,016
MC3		554,697		15,265,217		132,710		15,397,927
MA1		1,031,804		15,816,611		1,487		15,818,098
MC4		491,260		8,741,795		47,162		8,788,957
MC5		57,413		822,077		—		822,077
MC6		1,208,296		41,150,725		208,067		41,358,792
MC7		66,578		1,746,938		—		1,746,938
MC8		2,886,932		72,630,044		884,210		73,514,254
MC9		237,401		4,525,231		—		4,525,231
MD0		1,492,809		41,198,388		296,395		41,494,783
M92		41,927,838		522,410,091		26,574		522,436,665
M96		3,973,046		75,428,522		491,794		75,920,316
MD2		12,122,983		153,703,715		377,323		154,081,038

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)

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 2018

			Applicable to Owners
			of Deferred Variable		Reserve for
			Annuity Contracts		Variable
	Total Units		Value		Annuities		Net Assets
MA6		1,900,008	$	47,306,834	$	407,139	$	47,713,973
MA3		1,798,423		36,213,329		110,581		36,323,910
M97		1,477,939		33,257,319		365,307		33,622,626
MD5		962,074		14,980,967		91,007		15,071,974
M98		1,074,993		38,214,010		264,614		38,478,624
M93		5,081,903		81,088,790		91,245		81,180,035
MD6		13,004,247		273,986,445		2,850,123		276,836,568
MB3		1,313,651		30,858,637		76,803		30,935,440
MD8		3,729,600		41,442,748		729,957		42,172,705
MD9		13,539,953		120,673,539		126,801		120,800,340
ME2		1,042,465		17,952,265		40,983		17,993,248
ME3		1,836,472		37,144,356		13,972		37,158,328
MA5		1,231,924		24,304,835		96,475		24,401,310
MA7		237,611		4,170,531		38,730		4,209,261
ME4		1,220,819		16,284,235		137,854		16,422,089
MA2		46,625		1,370,549		—		1,370,549
MF3		2,805,821		50,401,188		158,349		50,559,537
MF5		26,810,432		414,197,519		268,083		414,465,602
MF6		62,209		1,642,702		1,980		1,644,682
MF7		2,678,520		48,159,668		76,591		48,236,259
MF9		14,628,661		306,458,132		1,577		306,459,709
MG1		10,546,363		122,460,053		52,351		122,512,404
MF2		20,371,715		203,097,024		296,936		203,393,960
MG2		11,204,328		109,773,218		12,732		109,785,950
MG3		1,245,032		23,136,690		34,096		23,170,786
MG4		1,126,976		20,713,591		—		20,713,591
MG6		68,298,700		1,255,446,142		522,871		1,255,969,013
MG7		315,136		7,295,067		—		7,295,067

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)

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 2018

			Applicable to Owners
			of Deferred Variable		Reserve for
			Annuity Contracts		Variable
	Total Units		Value		Annuities		Net Assets
V44		394,577	$	9,711,365	$	1,486	$	9,712,851
V43		315,995		6,474,748		—		6,474,748
O19		513,394		12,669,611		5,217		12,674,828
O23		1,046,363		10,331,463		—		10,331,463
O20		653,189		15,147,879		1,426		15,149,305
O21		5,849,961		145,471,438		154,088		145,625,526
O04		133,222		4,562,326		—		4,562,326
PH2		28,613		367,455		—		367,455
P08		1,178,282		16,485,880		—		16,485,880
PC0		1,390,142		15,777,531		—		15,777,531
P70		62,897		280,406		—		280,406
P10		4,476,996		22,251,901		72,264		22,324,165
PK8		278,892		7,675,836		24,869		7,700,705
P20		36,604		422,826		—		422,826
PD6		32,259,391		380,565,308		27,944		380,593,252
P06		2,212,668		33,464,677		48,852		33,513,529
P07		8,590,870		139,278,651		223,405		139,502,056
PI3		1,520,792		15,177,351		—		15,177,351
P72		593,554		12,064,141		—		12,064,141
W41		10,657		236,808		—		236,808
W42		1,368		31,384		—		31,384

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)

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2018

	AL1			AO5			AM2
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	736,215		$	1,349,560		$	20,553
Expenses:
Mortality and expense risk charges		(556,743	)		(1,030,048	)		(61,566	)
Distribution and administration charges		(177,068	)		(329,067	)		(20,498	)
Net investment income (loss)		2,404			(9,555	)		(61,511	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(1,379,613	)		2,528,503			200,642
Realized gain distributions		3,294,767			107,597			—
Net realized gains (losses)		1,915,154			2,636,100			200,642
Net change in unrealized appreciation (depreciation)		(5,255,416	)		(10,100,798	)		(1,113,581	)
Net realized and change in unrealized gains (losses)		(3,340,262	)		(7,464,698	)		(912,939	)
Net increase (decrease) in net assets from operations	$	(3,337,858	)	$	(7,474,253	)	$	(974,450	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	A98			A74			B18
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	341,185		$	27,133		$	3,689,614
Expenses:
Mortality and expense risk charges		(404,012	)		(160,824	)		(5,653,764	)
Distribution and administration charges		(132,441	)		(53,695	)		(1,803,340	)
Net investment income (loss)		(195,268	)		(187,386	)		(3,767,490	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		1,740,925			205,835			3,387,354
Realized gain distributions		—			965,690			18,778,925
Net realized gains (losses)		1,740,925			1,171,525			22,166,279
Net change in unrealized appreciation (depreciation)		(9,685,602	)		(3,063,412	)		(58,588,910	)
Net realized and change in unrealized gains (losses)		(7,944,677	)		(1,891,887	)		(36,422,631	)
Net increase (decrease) in net assets from operations	$	(8,139,945	)	$	(2,079,273	)	$	(40,190,121	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	C71			C59			C60
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	39		$	—		$	—
Expenses:
Mortality and expense risk charges		(311	)		(627	)		(800,213	)
Distribution and administration charges		(107	)		(197	)		(270,576	)
Net investment income (loss)		(379	)		(824	)		(1,070,789	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		2,229			3,850			5,693,760
Realized gain distributions		3,306			—			—
Net realized gains (losses)		5,535			3,850			5,693,760
Net change in unrealized appreciation (depreciation)		(9,528	)		(4,782	)		(6,709,814	)
Net realized and change in unrealized gains (losses)		(3,993	)		(932	)		(1,016,054	)
Net increase (decrease) in net assets from operations	$	(4,372	)	$	(1,756	)	$	(2,086,843	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	C89			C90			C58
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	—		$	—		$	138,528
Expenses:
Mortality and expense risk charges		(1,267	)		(234,527	)		(68,022	)
Distribution and administration charges		(429	)		(81,754	)		(23,878	)
Net investment income (loss)		(1,696	)		(316,281	)		46,628
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		12,259			1,850,963			156,167
Realized gain distributions		—			—			—
Net realized gains (losses)		12,259			1,850,963			156,167
Net change in unrealized appreciation (depreciation)		(18,210	)		(2,073,444	)		(1,206,332	)
Net realized and change in unrealized gains (losses)		(5,951	)		(222,481	)		(1,050,165	)
Net increase (decrease) in net assets from operations	$	(7,647	)	$	(538,762	)	$	(1,003,537	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	FD7			F24			F88
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	1,331,485		$	692,185		$	35,287
Expenses:
Mortality and expense risk charges		(1,304,196	)		(1,998,959	)		(34,585	)
Distribution and administration charges		(409,309	)		(646,459	)		(12,093	)
Net investment income (loss)		(382,020	)		(1,953,233	)		(11,391	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		2,357,398			12,544,746			39,901
Realized gain distributions		5,523,423			15,107,306			77,305
Net realized gains (losses)		7,880,821			27,652,052			117,206
Net change in unrealized appreciation (depreciation)		(13,129,382	)		(35,950,898	)		(261,342	)
Net realized and change in unrealized gains (losses)		(5,248,561	)		(8,298,846	)		(144,136	)
Net increase (decrease) in net assets from operations	$	(5,630,581	)	$	(10,252,079	)	$	(155,527	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	FB9			F15			F41
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	170,266		$	256,602		$	383,909
Expenses:
Mortality and expense risk charges		(164,628	)		(265,883	)		(1,164,253	)
Distribution and administration charges		(56,622	)		(86,131	)		(393,292	)
Net investment income (loss)		(50,984	)		(95,412	)		(1,173,636	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		393,162			1,038,763			1,938,782
Realized gain distributions		539,254			710,643			8,736,239
Net realized gains (losses)		932,416			1,749,406			10,675,021
Net change in unrealized appreciation (depreciation)		(1,756,402	)		(3,220,009	)		(22,903,360	)
Net realized and change in unrealized gains (losses)		(823,986	)		(1,470,603	)		(12,228,339	)
Net increase (decrease) in net assets from operations	$	(874,970	)	$	(1,566,015	)	$	(13,401,975	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	FE3			T21			T20
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	5,425,167		$	199,151		$	2,354,796
Expenses:
Mortality and expense risk charges		(3,198,792	)		(297,274	)		(1,144,952	)
Distribution and administration charges		(1,025,228	)		(102,588	)		(434,680	)
Net investment income (loss)		1,201,147			(200,711	)		775,164
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(429,558	)		170,496			2,699,112
Realized gain distributions		12,910,638			—			—
Net realized gains (losses)		12,481,080			170,496			2,699,112
Net change in unrealized appreciation (depreciation)		(45,025,288	)		(4,161,988	)		(19,157,107	)
Net realized and change in unrealized gains (losses)		(32,544,208	)		(3,991,492	)		(16,457,995	)
Net increase (decrease) in net assets from operations	$	(31,343,061	)	$	(4,192,203	)	$	(15,682,831	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	FE6			T59			F56
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	891,731		$	—		$	343,342
Expenses:
Mortality and expense risk charges		(374,475	)		(67,835	)		(220,245	)
Distribution and administration charges		(117,679	)		(28,823	)		(76,285	)
Net investment income (loss)		399,577			(96,658	)		46,812
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		123,429			(85,699	)		815,900
Realized gain distributions		698,329			—			1,454,111
Net realized gains (losses)		821,758			(85,699	)		2,270,011
Net change in unrealized appreciation (depreciation)		(4,390,100	)		182,229			(5,135,476	)
Net realized and change in unrealized gains (losses)		(3,568,342	)		96,530			(2,865,465	)
Net increase (decrease) in net assets from operations	$	(3,168,765	)	$	(128	)	$	(2,818,653	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	F59			FF0			F54
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	3,349,913		$	96,243		$	3,228,366
Expenses:
Mortality and expense risk charges		(855,962	)		(24,486	)		(1,782,166	)
Distribution and administration charges		(280,398	)		(7,505	)		(582,911	)
Net investment income (loss)		2,213,553			64,252			863,289
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		737,887			14,293			7,634,314
Realized gain distributions		—			—			5,026,963
Net realized gains (losses)		737,887			14,293			12,661,277
Net change in unrealized appreciation (depreciation)		(6,588,791	)		(191,268	)		(27,408,877	)
Net realized and change in unrealized gains (losses)		(5,850,904	)		(176,975	)		(14,747,600	)
Net increase (decrease) in net assets from operations	$	(3,637,351	)	$	(112,723	)	$	(13,884,311	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	FG8			F53			FJ9
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	6,862		$	247,927		$	6,136
Expenses:
Mortality and expense risk charges		(3,628	)		(341,014	)		(8,782	)
Distribution and administration charges		(1,126	)		(119,881	)		(3,209	)
Net investment income (loss)		2,108			(212,968	)		(5,855	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(141	)		(1,383,834	)		(34,655	)
Realized gain distributions		11,035			4,222,265			120,075
Net realized gains (losses)		10,894			2,838,431			85,420
Net change in unrealized appreciation (depreciation)		(44,154	)		(6,142,082	)		(156,357	)
Net realized and change in unrealized gains (losses)		(33,260	)		(3,303,651	)		(70,937	)
Net increase (decrease) in net assets from operations	$	(31,152	)	$	(3,516,619	)	$	(76,792	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	T28			FJ0			H24
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	403,996		$	6,103		$	38,663
Expenses:
Mortality and expense risk charges		(180,323	)		(2,836	)		(12,202	)
Distribution and administration charges		(63,438	)		(859	)		(4,100	)
Net investment income (loss)		160,235			2,408			22,361
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(628,160	)		(7,101	)		(28,225	)
Realized gain distributions		—			—			—
Net realized gains (losses)		(628,160	)		(7,101	)		(28,225	)
Net change in unrealized appreciation (depreciation)		(89,982	)		(4,754	)		(52,687	)
Net realized and change in unrealized gains (losses)		(718,142	)		(11,855	)		(80,912	)
Net increase (decrease) in net assets from operations	$	(557,907	)	$	(9,447	)	$	(58,551	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	H32 Sub-Account			V35 Sub-Account			V13 Sub-Account
Income:
Dividend income	$	8,356		$	11,681		$	384,415
Expenses:
Mortality and expense risk charges		(14,375	)		(79,556	)		(353,144	)
Distribution and administration charges		(5,028	)		(28,182	)		(120,213	)
Net investment income (loss)		(11,047	)		(96,057	)		(88,942	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(131,966	)		142,018			1,085,695
Realized gain distributions		55,938			842,548			2,644,075
Net realized gains (losses)		(76,028	)		984,566			3,729,770
Net change in unrealized appreciation (depreciation)		24,748			(1,608,992	)		(7,155,135	)
Net realized and change in unrealized gains (losses)		(51,280	)		(624,426	)		(3,425,365	)
Net increase (decrease) in net assets from operations	$	(62,327	)	$	(720,483	)	$	(3,514,307	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	V11 Sub-Account			AC1 Sub-Account			J88 Sub-Account
Income:
Dividend income	$	1,958,399		$	49,707		$	973,341
Expenses:
Mortality and expense risk charges		(1,249,896	)		(36,534	)		(527,391	)
Distribution and administration charges		(398,623	)		(11,060	)		(164,603	)
Net investment income (loss)		309,880			2,113			281,347
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		443,715			35,383			(605,537	)
Realized gain distributions		4,351,248			19,498			71,512
Net realized gains (losses)		4,794,963			54,881			(534,025	)
Net change in unrealized appreciation (depreciation)		(15,984,727	)		(546,550	)		(630,145	)
Net realized and change in unrealized gains (losses)		(11,189,764	)		(491,669	)		(1,164,170	)
Net increase (decrease) in net assets from operations	$	(10,879,884	)	$	(489,556	)	$	(882,823	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	J94			L11			L18
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	89,208		$	662,453		$	—
Expenses:
Mortality and expense risk charges		(175,479	)		(440,397	)		(301,630	)
Distribution and administration charges		(55,038	)		(148,282	)		(113,854	)
Net investment income (loss)		(141,309	)		73,774			(415,484	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		623,556			525,683			83,401
Realized gain distributions		1,716,019			—			4,873,629
Net realized gains (losses)		2,339,575			525,683			4,957,030
Net change in unrealized appreciation (depreciation)		(3,296,149	)		(8,004,741	)		(5,235,369	)
Net realized and change in unrealized gains (losses)		(956,574	)		(7,479,058	)		(278,339	)
Net increase (decrease) in net assets from operations	$	(1,097,883	)	$	(7,405,284	)	$	(693,823	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	L17			M07			M35
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	523,170		$	7,140,051		$	6,383,549
Expenses:
Mortality and expense risk charges		(467,924	)		(4,042,403	)		(4,084,938	)
Distribution and administration charges		(160,267	)		(600,746	)		(1,362,620	)
Net investment income (loss)		(105,021	)		2,496,902			935,991
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(932,880	)		4,111,035			4,803,556
Realized gain distributions		5,292,845			14,548,600			14,699,261
Net realized gains (losses)		4,359,965			18,659,635			19,502,817
Net change in unrealized appreciation (depreciation)		(7,615,817	)		(43,683,554	)		(44,075,970	)
Net realized and change in unrealized gains (losses)		(3,255,852	)		(25,023,919	)		(24,573,153	)
Net increase (decrease) in net assets from operations	$	(3,360,873	)	$	(22,527,017	)	$	(23,637,162	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	M31			M80			MF1
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	131,137		$	—		$	—
Expenses:
Mortality and expense risk charges		(1,807,007	)		(258,115	)		(283,091	)
Distribution and administration charges		(296,984	)		(95,441	)		(58,214	)
Net investment income (loss)		(1,972,854	)		(353,556	)		(341,305	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		10,185,058			1,894,628			1,424,157
Realized gain distributions		9,731,068			1,466,057			3,610,449
Net realized gains (losses)		19,916,126			3,360,685			5,034,606
Net change in unrealized appreciation (depreciation)		(15,099,024	)		(2,682,080	)		(4,529,576	)
Net realized and change in unrealized gains (losses)		4,817,102			678,605			505,030
Net increase (decrease) in net assets from operations	$	2,844,248		$	325,049		$	163,725

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	M41			M05			M42
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	—		$	—		$	—
Expenses:
Mortality and expense risk charges		(340,261	)		(635,021	)		(499,524	)
Distribution and administration charges		(117,440	)		(132,386	)		(185,658	)
Net investment income (loss)		(457,701	)		(767,407	)		(685,182	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		1,908,800			649,697			2,117,316
Realized gain distributions		4,442,588			6,691,085			5,395,502
Net realized gains (losses)		6,351,388			7,340,782			7,512,818
Net change in unrealized appreciation (depreciation)		(5,411,499	)		(7,181,035	)		(6,952,594	)
Net realized and change in unrealized gains (losses)		939,889			159,747			560,224
Net increase (decrease) in net assets from operations	$	482,188		$	(607,660	)	$	(124,958	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	M89			M82			M44
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	14,823,920		$	573,332		$	1,106,225
Expenses:
Mortality and expense risk charges		(6,105,033	)		(1,651,036	)		(1,242,597	)
Distribution and administration charges		(1,936,062	)		(535,874	)		(215,839	)
Net investment income (loss)		6,782,825			(1,613,578	)		(352,211	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(7,182,359	)		9,011,164			(3,403,557	)
Realized gain distributions		—			14,755,207			384,088
Net realized gains (losses)		(7,182,359	)		23,766,371			(3,019,469	)
Net change in unrealized appreciation (depreciation)		(15,591,399	)		(28,158,400	)		3,060,437
Net realized and change in unrealized gains (losses)		(22,773,758	)		(4,392,029	)		40,968
Net increase (decrease) in net assets from operations	$	(15,990,933	)	$	(6,005,607	)	$	(311,243	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	M40			M83			M08
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	467,552		$	3,658,851		$	1,563,835
Expenses:
Mortality and expense risk charges		(691,130	)		(3,019,048	)		(1,502,122	)
Distribution and administration charges		(239,609	)		(886,725	)		(512,287	)
Net investment income (loss)		(463,187	)		(246,922	)		(450,574	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(2,687,782	)		8,929,602			253,354
Realized gain distributions		213,749			15,929,256			8,143,399
Net realized gains (losses)		(2,474,033	)		24,858,858			8,396,753
Net change in unrealized appreciation (depreciation)		2,663,761			(51,644,195	)		(21,674,331	)
Net realized and change in unrealized gains (losses)		189,728			(26,785,337	)		(13,277,578	)
Net increase (decrease) in net assets from operations	$	(273,459	)	$	(27,032,259	)	$	(13,728,152	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	MB6			MB7			MC0
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	3,657,022		$	747,360		$	2,014,255
Expenses:
Mortality and expense risk charges		(3,327,109	)		(829,957	)		(642,091	)
Distribution and administration charges		(538,472	)		(311,628	)		(119,274	)
Net investment income (loss)		(208,559	)		(394,225	)		1,252,890
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		24,244,273			7,534,864			(689,835	)
Realized gain distributions		22,736,242			5,645,623			211,606
Net realized gains (losses)		46,980,515			13,180,487			(478,229	)
Net change in unrealized appreciation (depreciation)		(68,748,916	)		(18,344,538	)		(3,241,544	)
Net realized and change in unrealized gains (losses)		(21,768,401	)		(5,164,051	)		(3,719,773	)
Net increase (decrease) in net assets from operations	$	(21,976,960	)	$	(5,558,276	)	$	(2,466,883	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	MA0			MC2			MC1
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	4,760,505		$	687,762		$	172,751
Expenses:
Mortality and expense risk charges		(1,663,308	)		(1,248,932	)		(490,366	)
Distribution and administration charges		(527,915	)		(234,583	)		(172,940	)
Net investment income (loss)		2,569,282			(795,753	)		(490,555	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(2,629,893	)		7,483,536			2,089,216
Realized gain distributions		538,123			10,607,707			4,192,415
Net realized gains (losses)		(2,091,770	)		18,091,243			6,281,631
Net change in unrealized appreciation (depreciation)		(7,571,584	)		(21,666,200	)		(7,796,386	)
Net realized and change in unrealized gains (losses)		(9,663,354	)		(3,574,957	)		(1,514,755	)
Net increase (decrease) in net assets from operations	$	(7,094,072	)	$	(4,370,710	)	$	(2,005,310	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	MC3			MA1			MC4
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	64,630		$	20,242		$	92,927
Expenses:
Mortality and expense risk charges		(230,094	)		(232,115	)		(118,870	)
Distribution and administration charges		(42,330	)		(80,573	)		(21,246	)
Net investment income (loss)		(207,794	)		(292,446	)		(47,189	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		314,353			885,555			(105,550	)
Realized gain distributions		—			—			—
Net realized gains (losses)		314,353			885,555			(105,550	)
Net change in unrealized appreciation (depreciation)		(2,950,352	)		(3,542,009	)		(107,108	)
Net realized and change in unrealized gains (losses)		(2,635,999	)		(2,656,454	)		(212,658	)
Net increase (decrease) in net assets from operations	$	(2,843,793	)	$	(2,948,900	)	$	(259,847	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	MC5			MC6			MC7
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	5,320		$	243,977		$	3,845
Expenses:
Mortality and expense risk charges		(10,892	)		(611,379	)		(26,242	)
Distribution and administration charges		(3,899	)		(93,389	)		(10,591	)
Net investment income (loss)		(9,471	)		(460,791	)		(32,988	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(4,347	)		4,635,826			196,743
Realized gain distributions		—			2,796,643			113,386
Net realized gains (losses)		(4,347	)		7,432,469			310,129
Net change in unrealized appreciation (depreciation)		(13,916	)		(9,595,343	)		(377,842	)
Net realized and change in unrealized gains (losses)		(18,263	)		(2,162,874	)		(67,713	)
Net increase (decrease) in net assets from operations	$	(27,734	)	$	(2,623,665	)	$	(100,701	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	MC8			MC9			MD0
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	860,379		$	38,598		$	358,113
Expenses:
Mortality and expense risk charges		(1,077,442	)		(66,630	)		(567,400	)
Distribution and administration charges		(157,519	)		(20,477	)		(88,154	)
Net investment income (loss)		(374,582	)		(48,509	)		(297,441	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		7,571,591			665,816			757,211
Realized gain distributions		5,054,092			317,981			1,993,307
Net realized gains (losses)		12,625,683			983,797			2,750,518
Net change in unrealized appreciation (depreciation)		(20,365,369	)		(1,450,844	)		(5,168,279	)
Net realized and change in unrealized gains (losses)		(7,739,686	)		(467,047	)		(2,417,761	)
Net increase (decrease) in net assets from operations	$	(8,114,268	)	$	(515,556	)	$	(2,715,202	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	M92			M96			MD2
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	3,007,172		$	2,582,245		$	5,080,572
Expenses:
Mortality and expense risk charges		(7,183,981	)		(984,149	)		(2,155,310	)
Distribution and administration charges		(2,263,596	)		(176,215	)		(724,979	)
Net investment income (loss)		(6,440,405	)		1,421,881			2,200,283
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		9,088,487			(1,918,056	)		(5,130,701	)
Realized gain distributions		26,195,160			—			—
Net realized gains (losses)		35,283,647			(1,918,056	)		(5,130,701	)
Net change in unrealized appreciation (depreciation)		(66,609,072	)		(451,011	)		(161,208	)
Net realized and change in unrealized gains (losses)		(31,325,425	)		(2,369,067	)		(5,291,909	)
Net increase (decrease) in net assets from operations	$	(37,765,830	)	$	(947,186	)	$	(3,091,626	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	MA6			MA3			M97
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	2,947,532		$	2,253,832		$	386,843
Expenses:
Mortality and expense risk charges		(652,209	)		(530,884	)		(474,442	)
Distribution and administration charges		(113,436	)		(193,986	)		(93,297	)
Net investment income (loss)		2,181,887			1,528,962			(180,896	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(550,790	)		(807,134	)		1,308,413
Realized gain distributions		—			—			3,328,528
Net realized gains (losses)		(550,790	)		(807,134	)		4,636,941
Net change in unrealized appreciation (depreciation)		(3,971,491	)		(2,722,844	)		(8,360,437	)
Net realized and change in unrealized gains (losses)		(4,522,281	)		(3,529,978	)		(3,723,496	)
Net increase (decrease) in net assets from operations	$	(2,340,394	)	$	(2,001,016	)	$	(3,904,392	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	MD5			M98			M93
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	141,544		$	491,054		$	837,141
Expenses:
Mortality and expense risk charges		(216,674	)		(551,209	)		(1,197,607	)
Distribution and administration charges		(73,424	)		(94,723	)		(409,833	)
Net investment income (loss)		(148,554	)		(154,878	)		(770,299	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		646,979			3,281,764			9,044,413
Realized gain distributions		1,556,572			494,475			1,040,793
Net realized gains (losses)		2,203,551			3,776,239			10,085,206
Net change in unrealized appreciation (depreciation)		(3,909,472	)		(8,408,466	)		(19,715,838	)
Net realized and change in unrealized gains (losses)		(1,705,921	)		(4,632,227	)		(9,630,632	)
Net increase (decrease) in net assets from operations	$	(1,854,475	)	$	(4,787,105	)	$	(10,400,931	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	MD6			MB3			MD8
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	1,782,566		$	117,667		$	551,886
Expenses:
Mortality and expense risk charges		(3,851,214	)		(431,192	)		(550,343	)
Distribution and administration charges		(622,440	)		(168,115	)		(84,219	)
Net investment income (loss)		(2,691,088	)		(481,640	)		(82,676	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		25,319,855			2,842,030			—
Realized gain distributions		18,136,876			2,079,454			—
Net realized gains (losses)		43,456,731			4,921,484			—
Net change in unrealized appreciation (depreciation)		(40,256,429	)		(4,468,638	)		1
Net realized and change in unrealized gains (losses)		3,200,302			452,846			1
Net increase (decrease) in net assets from operations	$	509,214		$	(28,794	)	$	(82,675	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	MD9			ME2			ME3
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	1,609,563		$	312,805		$	510,965
Expenses:
Mortality and expense risk charges		(1,614,010	)		(256,917	)		(558,637	)
Distribution and administration charges		(542,535	)		(54,345	)		(196,796	)
Net investment income (loss)		(546,982	)		1,543			(244,468	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(2	)		359,133			2,212,990
Realized gain distributions		—			529,268			1,080,186
Net realized gains (losses)		(2	)		888,401			3,293,176
Net change in unrealized appreciation (depreciation)		1			(4,195,304	)		(9,986,514	)
Net realized and change in unrealized gains (losses)		(1	)		(3,306,903	)		(6,693,338	)
Net increase (decrease) in net assets from operations	$	(546,983	)	$	(3,305,360	)	$	(6,937,806	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	MA5			MA7			ME4
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	1,012,387		$	164,895		$	—
Expenses:
Mortality and expense risk charges		(311,490	)		(54,316	)		(238,141	)
Distribution and administration charges		(59,130	)		(18,793	)		(50,696	)
Net investment income (loss)		641,767			91,786			(288,837	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(253,269	)		(33,190	)		2,466,696
Realized gain distributions		—			—			1,067,615
Net realized gains (losses)		(253,269	)		(33,190	)		3,534,311
Net change in unrealized appreciation (depreciation)		(1,298,972	)		(236,898	)		(2,904,627	)
Net realized and change in unrealized gains (losses)		(1,552,241	)		(270,088	)		629,684
Net increase (decrease) in net assets from operations	$	(910,474	)	$	(178,302	)	$	340,847

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	MA2			MF3			MF5
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	—		$	351,866		$	9,026,359
Expenses:
Mortality and expense risk charges		(23,303	)		(775,184	)		(5,883,708	)
Distribution and administration charges		(9,216	)		(263,837	)		(1,899,924	)
Net investment income (loss)		(32,519	)		(687,155	)		1,242,727
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		406,705			(2,565,399	)		(2,481,464	)
Realized gain distributions		113,366			7,359,814			19,430,996
Net realized gains (losses)		520,071			4,794,415			16,949,532
Net change in unrealized appreciation (depreciation)		(429,480	)		(6,526,352	)		(38,053,127	)
Net realized and change in unrealized gains (losses)		90,591			(1,731,937	)		(21,103,595	)
Net increase (decrease) in net assets from operations	$	58,072		$	(2,419,092	)	$	(19,860,868	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	MF6			MF7			MF9
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	80,538		$	1,854,993		$	5,479,095
Expenses:
Mortality and expense risk charges		(24,426	)		(746,631	)		(4,485,751	)
Distribution and administration charges		(10,540	)		(262,895	)		(1,438,720	)
Net investment income (loss)		45,572			845,467			(445,376	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		94,179			4,161,091			7,638,241
Realized gain distributions		30,514			765,393			22,864,481
Net realized gains (losses)		124,693			4,926,484			30,502,722
Net change in unrealized appreciation (depreciation)		(249,752	)		(8,367,087	)		(52,263,773	)
Net realized and change in unrealized gains (losses)		(125,059	)		(3,440,603	)		(21,761,051	)
Net increase (decrease) in net assets from operations	$	(79,487	)	$	(2,595,136	)	$	(22,206,427	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	MG1			MF2			MG2
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	2,006,815		$	4,610,756		$	2,124,063
Expenses:
Mortality and expense risk charges		(1,734,742	)		(2,962,010	)		(1,538,342	)
Distribution and administration charges		(566,128	)		(1,054,131	)		(494,866	)
Net investment income (loss)		(294,055	)		594,615			90,855
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(2,844,445	)		(781,904	)		(492,960	)
Realized gain distributions		—			—			—
Net realized gains (losses)		(2,844,445	)		(781,904	)		(492,960	)
Net change in unrealized appreciation (depreciation)		(5,945,327	)		(1,035,946	)		(479,827	)
Net realized and change in unrealized gains (losses)		(8,789,772	)		(1,817,850	)		(972,787	)
Net increase (decrease) in net assets from operations	$	(9,083,827	)	$	(1,223,235	)	$	(881,932	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	MG3			MG4			MG6
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	241,925		$	166,339		$	26,285,884
Expenses:
Mortality and expense risk charges		(355,704	)		(313,346	)		(17,727,428	)
Distribution and administration charges		(135,642	)		(99,523	)		(5,723,236	)
Net investment income (loss)		(249,421	)		(246,530	)		2,835,220
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(265,941	)		(341,219	)		30,417,411
Realized gain distributions		1,739,943			1,563,150			67,170,565
Net realized gains (losses)		1,474,002			1,221,931			97,587,976
Net change in unrealized appreciation (depreciation)		(4,612,691	)		(3,934,613	)		(174,910,427	)
Net realized and change in unrealized gains (losses)		(3,138,689	)		(2,712,682	)		(77,322,451	)
Net increase (decrease) in net assets from operations	$	(3,388,110)		$	(2,959,212)		$	(74,487,231)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	MG7			V44			V43
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	21,420		$	—		$	—
Expenses:
Mortality and expense risk charges		(111,202	)		(127,659	)		(86,102	)
Distribution and administration charges		(36,135	)		(41,816	)		(28,228	)
Net investment income (loss)		(125,917	)		(169,475	)		(114,330	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		122,903			800,207			500,996
Realized gain distributions		1,357,947			1,899,134			1,410,199
Net realized gains (losses)		1,480,850			2,699,341			1,911,195
Net change in unrealized appreciation (depreciation)		(2,281,768	)		(1,986,910	)		(1,092,481	)
Net realized and change in unrealized gains (losses)		(800,918	)		712,431			818,714
Net increase (decrease) in net assets from operations	$	(926,835	)	$	542,956		$	704,384

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	O19			O23			O20
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	—		$	198,847		$	142,605
Expenses:
Mortality and expense risk charges		(183,535	)		(143,629	)		(231,386	)
Distribution and administration charges		(74,703	)		(43,527	)		(82,255	)
Net investment income (loss)		(258,238	)		11,691			(171,036	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(99,582	)		331,814			930,197
Realized gain distributions		1,104,149			273,232			1,330,061
Net realized gains (losses)		1,004,567			605,046			2,260,258
Net change in unrealized appreciation (depreciation)		(1,648,774	)		(1,416,845	)		(4,600,790	)
Net realized and change in unrealized gains (losses)		(644,207	)		(811,799	)		(2,340,532	)
Net increase (decrease) in net assets from operations	$	(902,445	)	$	(800,108	)	$	(2,511,568	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	O21			O04			PH2
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	1,587,975		$	3,303		$	7,116
Expenses:
Mortality and expense risk charges		(2,220,891	)		(71,306	)		(6,018	)
Distribution and administration charges		(814,867	)		(29,874	)		(1,632	)
Net investment income (loss)		(1,447,783	)		(97,877	)		(534	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		17,504,178			177,135			(8,007	)
Realized gain distributions		15,474,234			720,934			61,657
Net realized gains (losses)		32,978,412			898,069			53,650
Net change in unrealized appreciation (depreciation)		(46,742,368	)		(1,361,863	)		(105,149	)
Net realized and change in unrealized gains (losses)		(13,763,956	)		(463,794	)		(51,499	)
Net increase (decrease) in net assets from operations	$	(15,211,739	)	$	(561,671	)	$	(52,033	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	P08			PC0			P70
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	573,546		$	534,291		$	6,400
Expenses:
Mortality and expense risk charges		(234,474	)		(217,437	)		(3,693	)
Distribution and administration charges		(81,056	)		(68,649	)		(1,310	)
Net investment income (loss)		258,016			248,205			1,397
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(140,462	)		(205,493	)		(29,631	)
Realized gain distributions		—			—			—
Net realized gains (losses)		(140,462	)		(205,493	)		(29,631	)
Net change in unrealized appreciation (depreciation)		(1,418,065	)		(1,304,321	)		(22,724	)
Net realized and change in unrealized gains (losses)		(1,558,527	)		(1,509,814	)		(52,355	)
Net increase (decrease) in net assets from operations	$	(1,300,511	)	$	(1,261,609	)	$	(50,958	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	P10			PK8			P20
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	583,462		$	386,715		$	19,429
Expenses:
Mortality and expense risk charges		(348,029	)		(115,738	)		(5,550	)
Distribution and administration charges		(115,910	)		(40,836	)		(2,202	)
Net investment income (loss)		119,523			230,141			11,677
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(4,215,017	)		(495,524	)		(10,855	)
Realized gain distributions		—			—			—
Net realized gains (losses)		(4,215,017	)		(495,524	)		(10,855	)
Net change in unrealized appreciation (depreciation)		(124,679	)		(369,777	)		(33,408	)
Net realized and change in unrealized gains (losses)		(4,339,696	)		(865,301	)		(44,263	)
Net increase (decrease) in net assets from operations	$	(4,220,173	)	$	(635,160	)	$	(32,586	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	PD6			P06			P07
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	6,989,884		$	974,095		$	4,044,332
Expenses:
Mortality and expense risk charges		(5,342,812	)		(495,934	)		(2,043,724	)
Distribution and administration charges		(1,691,332	)		(168,404	)		(703,969	)
Net investment income (loss)		(44,260	)		309,757			1,296,639
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		321,705			(2,033,268	)		(3,119,370	)
Realized gain distributions		31,581,309			—			1,799,547
Net realized gains (losses)		31,903,014			(2,033,268	)		(1,319,823	)
Net change in unrealized appreciation (depreciation)		(61,692,049	)		185,992			(3,937,414	)
Net realized and change in unrealized gains (losses)		(29,789,035	)		(1,847,276	)		(5,257,237	)
Net increase (decrease) in net assets from operations	$	(29,833,295	)	$	(1,537,519	)	$	(3,960,598	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	PI3			P72			W41
	Sub-Account			Sub-Account			Sub-Account
Income:
Dividend income	$	71,763		$	97,660		$	430
Expenses:
Mortality and expense risk charges		(222,399	)		(170,719	)		(3,486	)
Distribution and administration charges		(70,289	)		(57,204	)		(1,041	)
Net investment income (loss)		(220,925	)		(130,263	)		(4,097	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(167,086	)		649,803			(19,209	)
Realized gain distributions		741,550			626,390			29,516
Net realized gains (losses)		574,464			1,276,193			10,307
Net change in unrealized appreciation (depreciation)		(2,039,809	)		(2,419,747	)		(38,996	)
Net realized and change in unrealized gains (losses)		(1,465,345	)		(1,143,554	)		(28,689	)
Net increase (decrease) in net assets from operations	$	(1,686,270	)	$	(1,273,817	)	$	(32,786	)

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)

STATEMENTS OF OPERATIONS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31, 2018

	W42
	Sub-Account
Income:
Dividend income	$	35
Expenses:
Mortality and expense risk charges		(729	)
Distribution and administration charges		(230	)
Net investment income (loss)		(924	)
Net realized and change in unrealized gains (losses):
Net realized gains (losses) on sale of investments		(12,631	)
Realized gain distributions		13,154
Net realized gains (losses)		523
Net change in unrealized appreciation (depreciation)		432
Net realized and change in unrealized gains (losses)		955
Net increase (decrease) in net assets from operations	$	31

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)

STATEMENTS OF CHANGES IN NET ASSETS

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	AL1 Sub-Account						AO5 Sub-Account
	December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017
Operations:
Net investment income (loss)	$	2,404		$	85,720		$	(9,555	)	$	178,557
Net realized gains (losses)		1,915,154			(645,730	)		2,636,100			2,457,376
Net change in unrealized appreciation/(depreciation)		(5,255,416	)		7,156,324			(10,100,798	)		8,616,364
Increase (decrease) in net assets from operations		(3,337,858	)		6,596,314			(7,474,253	)		11,252,297
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		394,253			115,730			417,148			153,449
Transfers between Sub-Accounts (including the Fixed Account), net		(1,084,323	)		(631,950	)		912,942			(2,919,907	)
Withdrawals, surrenders, annuitizations and contract charges		(7,819,516	)		(7,717,534	)		(13,996,121	)		(10,535,481	)
Net accumulation activity		(8,509,586	)		(8,233,754	)		(12,666,031	)		(13,301,939	)
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		(8,509,586	)		(8,233,754	)		(12,666,031	)		(13,301,939	)
Total increase (decrease) in net assets		(11,847,444	)		(1,637,440	)		(20,140,284	)		(2,049,642	)
Net assets at beginning of year		49,750,511			51,387,951			93,739,200			95,788,842
Net assets at end of year	$	37,903,067		$	49,750,511		$	73,598,916		$	93,739,200

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	AM2 Sub-Account						A98 Sub-Account
	December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017
Operations:
Net investment income (loss)	$	(61,511	)	$	(40,597	)	$	(195,268	)	$	65,865
Net realized gains (losses)		200,642			542,248			1,740,925			2,188,076
Net change in unrealized appreciation/(depreciation)		(1,113,581	)		1,076,137			(9,685,602	)		5,340,479
Increase (decrease) in net assets from operations		(974,450	)		1,577,788			(8,139,945	)		7,594,420
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		3,627			19,429			533,024			319,314
Transfers between Sub-Accounts (including the Fixed Account), net		643,064			(792,812	)		4,899,754			(3,035,699	)
Withdrawals, surrenders, annuitizations and contract charges		(694,194	)		(945,628	)		(6,141,657	)		(5,568,297	)
Net accumulation activity		(47,503	)		(1,719,011	)		(708,879	)		(8,284,682	)
Annuitization Activity:
Annuitizations		—			—			149,843			—
Annuity payments and contract charges		—			—			(16,768	)		—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			(56	)		14
Net annuitization activity		—			—			133,019			14
Net increase (decrease) from contract owner transactions		(47,503	)		(1,719,011	)		(575,860	)		(8,284,668	)
Total increase (decrease) in net assets		(1,021,953	)		(141,223	)		(8,715,805	)		(690,248	)
Net assets at beginning of year		5,325,012			5,466,235			35,557,688			36,247,936
Net assets at end of year	$	4,303,059		$	5,325,012		$	26,841,883		$	35,557,688

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	A74 Sub-Account						B18 Sub-Account
	December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017
Operations:
Net investment income (loss)	$	(187,386	)	$	(197,292	)	$	(3,767,490	)	$	(2,073,153	)
Net realized gains (losses)		1,171,525			741,225			22,166,279			11,014,795
Net change in unrealized appreciation/(depreciation)		(3,063,412	)		801,485			(58,588,910	)		49,059,554
Increase (decrease) in net assets from operations		(2,079,273	)		1,345,418			(40,190,121	)		58,001,196
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		104,597			29,436			2,896,346			1,469,127
Transfers between Sub-Accounts (including the Fixed Account), net		1,581,249			3,372,158			(2,313,350	)		(19,761,741	)
Withdrawals, surrenders, annuitizations and contract charges		(1,791,077	)		(2,002,196	)		(66,821,548	)		(66,425,272	)
Net accumulation activity		(105,231	)		1,399,398			(66,238,552	)		(84,717,886	)
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		(3,683	)		(1,818	)		(10,484	)		(11,213	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		2,325			2,369			(13,268	)		15,829
Net annuitization activity		(1,358	)		551			(23,752	)		4,616
Net increase (decrease) from contract owner transactions		(106,589	)		1,399,949			(66,262,304	)		(84,713,270	)
Total increase (decrease) in net assets		(2,185,862	)		2,745,367			(106,452,425	)		(26,712,074	)
Net assets at beginning of year		13,307,996			10,562,629			496,768,753			523,480,827
Net assets at end of year	$	11,122,134		$	13,307,996		$	390,316,328		$	496,768,753

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	C71 Sub-Account						C59 Sub-Account
	December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017
Operations:
Net investment income (loss)	$	(379	)	$	(523	)	$	(824	)	$	(3,179	)
Net realized gains (losses)		5,535			4,099			3,850			50,779
Net change in unrealized appreciation/(depreciation)		(9,528	)		972			(4,782	)		3,112
Increase (decrease) in net assets from operations		(4,372	)		4,548			(1,756	)		50,712
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		7,917			764			—			267
Transfers between Sub-Accounts (including the Fixed Account), net		(143	)		(18,174	)		(1,658	)		(391,715	)
Withdrawals, surrenders, annuitizations and contract charges		(20,429	)		(1,065	)		(9,260	)		(98,591	)
Net accumulation activity		(12,655	)		(18,475	)		(10,918	)		(490,039	)
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		(12,655	)		(18,475	)		(10,918	)		(490,039	)
Total increase (decrease) in net assets		(17,027	)		(13,927	)		(12,674	)		(439,327	)
Net assets at beginning of year		35,534			49,461			54,028			493,355
Net assets at end of year	$	18,507		$	35,534		$	41,354		$	54,028

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	C60 Sub-Account						C89 Sub-Account
	December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017
Operations:
Net investment income (loss)	$	(1,070,789	)	$	(1,170,373	)	$	(1,696	)	$	(895	)
Net realized gains (losses)		5,693,760			3,750,655			12,259			10,685
Net change in unrealized appreciation/(depreciation)		(6,709,814	)		13,406,664			(18,210	)		6,629
Increase (decrease) in net assets from operations		(2,086,843	)		15,986,946			(7,647	)		16,419
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		827,342			538,449			—			—
Transfers between Sub-Accounts (including the Fixed Account), net		(2,482,113	)		(6,071,438	)		59,575			53,331
Withdrawals, surrenders, annuitizations and contract charges		(11,109,467	)		(11,314,843	)		(4,088	)		(84,797	)
Net accumulation activity		(12,764,238	)		(16,847,832	)		55,487			(31,466	)
Annuitization Activity:
Annuitizations		222,363			—			—			—
Annuity payments and contract charges		(23,985	)		(1,331	)		—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		769			3,358			—			—
Net annuitization activity		199,147			2,027			—			—
Net increase (decrease) from contract owner transactions		(12,565,091	)		(16,845,805	)		55,487			(31,466	)
Total increase (decrease) in net assets		(14,651,934	)		(858,859	)		47,840			(15,047	)
Net assets at beginning of year		67,191,797			68,050,656			59,794			74,841
Net assets at end of year	$	52,539,863		$	67,191,797		$	107,634		$	59,794

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	C90 Sub-Account						C58 Sub-Account
	December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017
Operations:
Net investment income (loss)	$	(316,281	)	$	(348,392	)	$	46,628		$	12,171
Net realized gains (losses)		1,850,963			1,519,615			156,167			161,063
Net change in unrealized appreciation/(depreciation)		(2,073,444	)		4,380,383			(1,206,332	)		1,180,870
Increase (decrease) in net assets from operations		(538,762	)		5,551,606			(1,003,537	)		1,354,104
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		453,992			264,624			216,779			23,100
Transfers between Sub-Accounts (including the Fixed Account), net		(253,613	)		(3,246,917	)		453,173			(509,564	)
Withdrawals, surrenders, annuitizations and contract charges		(3,878,020	)		(3,454,207	)		(937,360	)		(963,145	)
Net accumulation activity		(3,677,641	)		(6,436,500	)		(267,408	)		(1,449,609	)
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		4,736			(29,045	)		—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(14,183	)		33,024			—			—
Net annuitization activity		(9,447	)		3,979			—			—
Net increase (decrease) from contract owner transactions		(3,687,088	)		(6,432,521	)		(267,408	)		(1,449,609	)
Total increase (decrease) in net assets		(4,225,850	)		(880,915	)		(1,270,945	)		(95,505	)
Net assets at beginning of year		20,174,133			21,055,048			5,875,958			5,971,463
Net assets at end of year	$	15,948,283		$	20,174,133		$	4,605,013		$	5,875,958

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	FD7 Sub-Account						F24 Sub-Account
	December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017
Operations:
Net investment income (loss)	$	(382,020	)	$	(343,663	)	$	(1,953,233	)	$	(1,620,430	)
Net realized gains (losses)		7,880,821			4,552,838			27,652,052			28,077,902
Net change in unrealized appreciation/(depreciation)		(13,129,382	)		9,973,509			(35,950,898	)		6,172,116
Increase (decrease) in net assets from operations		(5,630,581	)		14,182,684			(10,252,079	)		32,629,588
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		434,228			314,854			1,708,942			664,204
Transfers between Sub-Accounts (including the Fixed Account), net		9,691,693			7,807,919			(2,503,995	)		(11,918,840	)
Withdrawals, surrenders, annuitizations and contract charges		(20,723,390	)		(14,904,077	)		(30,116,013	)		(28,529,953	)
Net accumulation activity		(10,597,469	)		(6,781,304	)		(30,911,066	)		(39,784,589	)
Annuitization Activity:
Annuitizations		187,516			—			—			—
Annuity payments and contract charges		(192,435	)		—			(16,514	)		(14,404	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(4,065	)		—			(9,293	)		31,114
Net annuitization activity		(8,984	)		—			(25,807	)		16,710
Net increase (decrease) from contract owner transactions		(10,606,453	)		(6,781,304	)		(30,936,873	)		(39,767,879	)
Total increase (decrease) in net assets		(16,237,034	)		7,401,380			(41,188,952	)		(7,138,291	)
Net assets at beginning of year		110,189,532			102,788,152			174,643,966			181,782,257
Net assets at end of year	$	93,952,498		$	110,189,532		$	133,455,014		$	174,643,966

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	F88 Sub-Account						FB9 Sub-Account
	December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017
Operations:
Net investment income (loss)	$	(11,391	)	$	(14,317	)	$	(50,984	)	$	(75,796	)
Net realized gains (losses)		117,206			188,830			932,416			1,073,708
Net change in unrealized appreciation/(depreciation)		(261,342	)		124,851			(1,756,402	)		801,332
Increase (decrease) in net assets from operations		(155,527	)		299,364			(874,970	)		1,799,244
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		1,601			328,555			49,886			309,240
Transfers between Sub-Accounts (including the Fixed Account), net		89,345			145,259			387,533			215,025
Withdrawals, surrenders, annuitizations and contract charges		(421,565	)		(936,260	)		(2,255,879	)		(3,363,417	)
Net accumulation activity		(330,619	)		(462,446	)		(1,818,460	)		(2,839,152	)
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		(330,619	)		(462,446	)		(1,818,460	)		(2,839,152	)
Total increase (decrease) in net assets		(486,146	)		(163,082	)		(2,693,430	)		(1,039,908	)
Net assets at beginning of year		2,838,467			3,001,549			14,133,977			15,173,885
Net assets at end of year	$	2,352,321		$	2,838,467		$	11,440,547		$	14,133,977

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	F15 Sub-Account						F41 Sub-Account
	December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017
Operations:
Net investment income (loss)	$	(95,412	)	$	(106,905	)	$	(1,173,636	)	$	(1,254,836	)
Net realized gains (losses)		1,749,406			2,245,386			10,675,021			8,886,670
Net change in unrealized appreciation/(depreciation)		(3,220,009	)		1,108,064			(22,903,360	)		10,448,386
Increase (decrease) in net assets from operations		(1,566,015	)		3,246,545			(13,401,975	)		18,080,220
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		91,187			207,386			1,047,954			879,804
Transfers between Sub-Accounts (including the Fixed Account), net		235,770			(240,468	)		2,823,647			(3,908,731	)
Withdrawals, surrenders, annuitizations and contract charges		(3,647,535	)		(5,392,490	)		(16,887,452	)		(18,106,162	)
Net accumulation activity		(3,320,578	)		(5,425,572	)		(13,015,851	)		(21,135,089	)
Annuitization Activity:
Annuitizations		—			—			16,490			40,047
Annuity payments and contract charges		—			—			(10,320	)		(10,957	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			1,136			(698	)
Net annuitization activity		—			—			7,306			28,392
Net increase (decrease) from contract owner transactions		(3,320,578	)		(5,425,572	)		(13,008,545	)		(21,106,697	)
Total increase (decrease) in net assets		(4,886,593	)		(2,179,027	)		(26,410,520	)		(3,026,477	)
Net assets at beginning of year		23,206,885			25,385,912			103,099,597			106,126,074
Net assets at end of year	$	18,320,292		$	23,206,885		$	76,689,077		$	103,099,597

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	FE3 Sub-Account						T21 Sub-Account
	December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017
Operations:
Net investment income (loss)	$	1,201,147		$	(1,951,918	)	$	(200,711	)	$	(195,449	)
Net realized gains (losses)		12,481,080			10,908,240			170,496			(631,442	)
Net change in unrealized appreciation/(depreciation)		(45,025,288	)		28,286,859			(4,161,988	)		9,629,337
Increase (decrease) in net assets from operations		(31,343,061	)		37,243,181			(4,192,203	)		8,802,446
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		2,284,518			1,282,432			487,990			368,601
Transfers between Sub-Accounts (including the Fixed Account), net		8,658,751			(13,392,388	)		2,102,873			(4,928,748	)
Withdrawals, surrenders, annuitizations and contract charges		(42,602,901	)		(51,759,813	)		(3,903,559	)		(4,974,505	)
Net accumulation activity		(31,659,632	)		(63,869,769	)		(1,312,696	)		(9,534,652	)
Annuitization Activity:
Annuitizations		—			—			7,148			15,984
Annuity payments and contract charges		(8,321	)		(8,419	)		(3,948	)		(4,490	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		336			11,974			440			1,197
Net annuitization activity		(7,985	)		3,555			3,640			12,691
Net increase (decrease) from contract owner transactions		(31,667,617	)		(63,866,214	)		(1,309,056	)		(9,521,961	)
Total increase (decrease) in net assets		(63,010,678	)		(26,623,033	)		(5,501,259	)		(719,515	)
Net assets at beginning of year		286,667,341			313,290,374			25,935,308			26,654,823
Net assets at end of year	$	223,656,663		$	286,667,341		$	20,434,049		$	25,935,308

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	T20 Sub-Account						FE6 Sub-Account
	December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017
Operations:
Net investment income (loss)	$	775,164		$	853,443		$	399,577		$	363,295
Net realized gains (losses)		2,699,112			3,803,771			821,758			1,416,706
Net change in unrealized appreciation/(depreciation)		(19,157,107	)		9,700,846			(4,390,100	)		1,523,346
Increase (decrease) in net assets from operations		(15,682,831	)		14,358,060			(3,168,765	)		3,303,347
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		1,873,510			1,335,942			147,241			75,203
Transfers between Sub-Accounts (including the Fixed Account), net		6,558,623			(2,342,410	)		133,648			1,007,771
Withdrawals, surrenders, annuitizations and contract charges		(15,108,371	)		(18,880,486	)		(6,012,819	)		(4,304,647	)
Net accumulation activity		(6,676,238	)		(19,886,954	)		(5,731,930	)		(3,221,673	)
Annuitization Activity:
Annuitizations		43,793			29,309			—			—
Annuity payments and contract charges		(12,748	)		(14,643	)		—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(27,867	)		(972	)		—			—
Net annuitization activity		3,178			13,694			—			—
Net increase (decrease) from contract owner transactions		(6,673,060	)		(19,873,260	)		(5,731,930	)		(3,221,673	)
Total increase (decrease) in net assets		(22,355,891	)		(5,515,200	)		(8,900,695	)		81,674
Net assets at beginning of year		100,198,304			105,713,504			33,745,241			33,663,567
Net assets at end of year	$	77,842,413		$	100,198,304		$	24,844,546		$	33,745,241

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	T59 Sub-Account						F56 Sub-Account
	December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017
Operations:
Net investment income (loss)	$	(96,658	)	$	(101,934	)	$	46,812		$	(8,531	)
Net realized gains (losses)		(85,699	)		(102,116	)		2,270,011			1,719,624
Net change in unrealized appreciation/(depreciation)		182,229			198,217			(5,135,476	)		1,482,671
Increase (decrease) in net assets from operations		(128	)		(5,833	)		(2,818,653	)		3,193,764
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		54,279			65,164			192,920			109,163
Transfers between Sub-Accounts (including the Fixed Account), net		199,573			755,659			799,010			(789,310	)
Withdrawals, surrenders, annuitizations and contract charges		(751,110	)		(959,418	)		(3,059,834	)		(4,179,384	)
Net accumulation activity		(497,258	)		(138,595	)		(2,067,904	)		(4,859,531	)
Annuitization Activity:
Annuitizations		—			—			—			24,043
Annuity payments and contract charges		—			—			(8,184	)		(8,143	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			601			1,992
Net annuitization activity		—			—			(7,583	)		17,892
Net increase (decrease) from contract owner transactions		(497,258	)		(138,595	)		(2,075,487	)		(4,841,639	)
Total increase (decrease) in net assets		(497,386	)		(144,428	)		(4,894,140	)		(1,647,875	)
Net assets at beginning of year		5,415,144			5,559,572			19,669,139			21,317,014
Net assets at end of year	$	4,917,758		$	5,415,144		$	14,774,999		$	19,669,139

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	F59 Sub-Account						FF0 Sub-Account
	December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017
Operations:
Net investment income (loss)	$	2,213,553		$	2,047,208		$	64,252		$	54,109
Net realized gains (losses)		737,887			1,622,527			14,293			15,447
Net change in unrealized appreciation/(depreciation)		(6,588,791	)		2,526,527			(191,268	)		106,854
Increase (decrease) in net assets from operations		(3,637,351	)		6,196,262			(112,723	)		176,410
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		2,366,565			842,042			31,589			1,132
Transfers between Sub-Accounts (including the Fixed Account), net		(3,524,898	)		309,257			(38,171	)		83,838
Withdrawals, surrenders, annuitizations and contract charges		(14,603,187	)		(15,357,257	)		(377,583	)		(326,781	)
Net accumulation activity		(15,761,520	)		(14,205,958	)		(384,165	)		(241,811	)
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		(8,550	)		(9,501	)		—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(891	)		3,946			—			—
Net annuitization activity		(9,441	)		(5,555	)		—			—
Net increase (decrease) from contract owner transactions		(15,770,961	)		(14,211,513	)		(384,165	)		(241,811	)
Total increase (decrease) in net assets		(19,408,312	)		(8,015,251	)		(496,888	)		(65,401	)
Net assets at beginning of year		76,940,338			84,955,589			2,301,820			2,367,221
Net assets at end of year	$	57,532,026		$	76,940,338		$	1,804,932		$	2,301,820

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	F54 Sub-Account						FG8 Sub-Account
	December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017
Operations:
Net investment income (loss)	$	863,289		$	836,637		$	2,108		$	1,704
Net realized gains (losses)		12,661,277			17,363,948			10,894			13,287
Net change in unrealized appreciation/(depreciation)		(27,408,877	)		(7,760,513	)		(44,154	)		4,309
Increase (decrease) in net assets from operations		(13,884,311	)		10,440,072			(31,152	)		19,300
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		2,037,336			908,530			5,398			—
Transfers between Sub-Accounts (including the Fixed Account), net		414,156			2,449,835			6,227			6,376
Withdrawals, surrenders, annuitizations and contract charges		(24,997,384	)		(26,938,814	)		(18,109	)		(11,580	)
Net accumulation activity		(22,545,892	)		(23,580,449	)		(6,484	)		(5,204	)
Annuitization Activity:
Annuitizations		19,811			—			—			—
Annuity payments and contract charges		(12,377	)		(9,946	)		—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		711			1,059			—			—
Net annuitization activity		8,145			(8,887	)		—			—
Net increase (decrease) from contract owner transactions		(22,537,747	)		(23,589,336	)		(6,484	)		(5,204	)
Total increase (decrease) in net assets		(36,422,058	)		(13,149,264	)		(37,636	)		14,096
Net assets at beginning of year		155,223,568			168,372,832			312,227			298,131
Net assets at end of year	$	118,801,510		$	155,223,568		$	274,591		$	312,227

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	F53 Sub-Account						FJ9 Sub-Account
	December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017
Operations:
Net investment income (loss)	$	(212,968	)	$	(377,084	)	$	(5,855	)	$	(9,555	)
Net realized gains (losses)		2,838,431			960,295			85,420			58,860
Net change in unrealized appreciation/(depreciation)		(6,142,082	)		2,149,959			(156,357	)		27,152
Increase (decrease) in net assets from operations		(3,516,619	)		2,733,170			(76,792	)		76,457
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		409,382			291,284			10,843			656
Transfers between Sub-Accounts (including the Fixed Account), net		(696,277	)		394,512			(366,445	)		(15,568	)
Withdrawals, surrenders, annuitizations and contract charges		(5,132,066	)		(6,020,413	)		(66,679	)		(39,608	)
Net accumulation activity		(5,418,961	)		(5,334,617	)		(422,281	)		(54,520	)
Annuitization Activity:
Annuitizations		48,554			—			—			—
Annuity payments and contract charges		(49,808	)		—			—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(1,025	)		—			—			—
Net annuitization activity		(2,279	)		—			—			—
Net increase (decrease) from contract owner transactions		(5,421,240	)		(5,334,617	)		(422,281	)		(54,520	)
Total increase (decrease) in net assets		(8,937,859	)		(2,601,447	)		(499,073	)		21,937
Net assets at beginning of year		31,372,808			33,974,255			899,453			877,516
Net assets at end of year	$	22,434,949		$	31,372,808		$	400,380		$	899,453

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	T28 Sub-Account						FJ0 Sub-Account
	December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017
Operations:
Net investment income (loss)	$	160,235		$	236,321		$	2,408		$	2,998
Net realized gains (losses)		(628,160	)		(871,004	)		(7,101	)		(14,177	)
Net change in unrealized appreciation/(depreciation)		(89,982	)		1,159,110			(4,754	)		20,500
Increase (decrease) in net assets from operations		(557,907	)		524,427			(9,447	)		9,321
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		359,177			467,019			10,513			25,657
Transfers between Sub-Accounts (including the Fixed Account), net		(256,442	)		345,336			(425	)		(38,609	)
Withdrawals, surrenders, annuitizations and contract charges		(3,186,450	)		(4,177,031	)		(54,362	)		(51,281	)
Net accumulation activity		(3,083,715	)		(3,364,676	)		(44,274	)		(64,233	)
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		(3,083,715	)		(3,364,676	)		(44,274	)		(64,233	)
Total increase (decrease) in net assets		(3,641,622	)		(2,840,249	)		(53,721	)		(54,912	)
Net assets at beginning of year		16,389,786			19,230,035			274,294			329,206
Net assets at end of year	$	12,748,164		$	16,389,786		$	220,573		$	274,294

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	H24 Sub-Account						H32 Sub-Account
	December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017
Operations:
Net investment income (loss)	$	22,361		$	21,650		$	(11,047	)	$	(17,093	)
Net realized gains (losses)		(28,225	)		(2,024	)		(76,028	)		(127,467	)
Net change in unrealized appreciation/(depreciation)		(52,687	)		(64,630	)		24,748			394,944
Increase (decrease) in net assets from operations		(58,551	)		(45,004	)		(62,327	)		250,384
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		9,175			—			2,939			—
Transfers between Sub-Accounts (including the Fixed Account), net		(47,101	)		121,693			(39,531	)		(105,921	)
Withdrawals, surrenders, annuitizations and contract charges		(317,234	)		(331,930	)		(377,501	)		(409,672	)
Net accumulation activity		(355,160	)		(210,237	)		(414,093	)		(515,593	)
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		(355,160	)		(210,237	)		(414,093	)		(515,593	)
Total increase (decrease) in net assets		(413,711	)		(255,241	)		(476,420	)		(265,209	)
Net assets at beginning of year		1,272,105			1,527,346			1,530,826			1,796,035
Net assets at end of year	$	858,394		$	1,272,105		$	1,054,406		$	1,530,826

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	V35 Sub-Account						V13 Sub-Account
	December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017
Operations:
Net investment income (loss)	$	(96,057	)	$	(86,876	)	$	(88,942	)	$	97,246
Net realized gains (losses)		984,566			(222,624	)		3,729,770			2,826,184
Net change in unrealized appreciation/(depreciation)		(1,608,992	)		915,703			(7,155,135	)		1,773,510
Increase (decrease) in net assets from operations		(720,483	)		606,203			(3,514,307	)		4,696,940
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		186,370			30,470			556,149			225,567
Transfers between Sub-Accounts (including the Fixed Account), net		(256,641	)		(1,103,691	)		576,958			(251,925	)
Withdrawals, surrenders, annuitizations and contract charges		(1,753,720	)		(1,158,385	)		(5,644,991	)		(5,437,605	)
Net accumulation activity		(1,823,991	)		(2,231,606	)		(4,511,884	)		(5,463,963	)
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		(1,823,991	)		(2,231,606	)		(4,511,884	)		(5,463,963	)
Total increase (decrease) in net assets		(2,544,474	)		(1,625,403	)		(8,026,191	)		(767,023	)
Net assets at beginning of year		7,594,507			9,219,910			31,650,617			32,417,640
Net assets at end of year	$	5,050,033		$	7,594,507		$	23,624,426		$	31,650,617

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	V11 Sub-Account						AC1 Sub-Account
	December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017
Operations:
Net investment income (loss)	$	309,880		$	(142,430	)	$	2,113		$	(12,716	)
Net realized gains (losses)		4,794,963			3,243,496			54,881			18,216
Net change in unrealized appreciation/(depreciation)		(15,984,727	)		6,582,432			(546,550	)		527,972
Increase (decrease) in net assets from operations		(10,879,884	)		9,683,498			(489,556	)		533,472
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		576,476			363,930			10,272			—
Transfers between Sub-Accounts (including the Fixed Account), net		3,414,361			11,230,764			280,890			103,397
Withdrawals, surrenders, annuitizations and contract charges		(17,872,826	)		(14,831,596	)		(391,264	)		(233,979	)
Net accumulation activity		(13,881,989	)		(3,236,902	)		(100,102	)		(130,582	)
Annuitization Activity:
Annuitizations		183,846			—			—			—
Annuity payments and contract charges		(185,906	)		—			—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(4,052	)		—			—			—
Net annuitization activity		(6,112	)		—			—			—
Net increase (decrease) from contract owner transactions		(13,888,101	)		(3,236,902	)		(100,102	)		(130,582	)
Total increase (decrease) in net assets		(24,767,985	)		6,446,596			(589,658	)		402,890
Net assets at beginning of year		112,135,840			105,689,244			3,015,957			2,613,067
Net assets at end of year	$	87,367,855		$	112,135,840		$	2,426,299		$	3,015,957

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	J88 Sub-Account						J94 Sub-Account
	December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017
Operations:
Net investment income (loss)	$	281,347		$	361,270		$	(141,309	)	$	(118,687	)
Net realized gains (losses)		(534,025	)		(223,205	)		2,339,575			708,342
Net change in unrealized appreciation/(depreciation)		(630,145	)		628,929			(3,296,149	)		1,822,659
Increase (decrease) in net assets from operations		(882,823	)		766,994			(1,097,883	)		2,412,314
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		430,685			254,568			130,736			8,145
Transfers between Sub-Accounts (including the Fixed Account), net		(1,357,430	)		6,862,184			2,110,498			1,107,992
Withdrawals, surrenders, annuitizations and contract charges		(6,724,265	)		(6,910,863	)		(2,018,163	)		(1,497,362	)
Net accumulation activity		(7,651,010	)		205,889			223,071			(381,225	)
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		(7,651,010	)		205,889			223,071			(381,225	)
Total increase (decrease) in net assets		(8,533,833	)		972,883			(874,812	)		2,031,089
Net assets at beginning of year		46,803,470			45,830,587			13,758,720			11,727,631
Net assets at end of year	$	38,269,637		$	46,803,470		$	12,883,908		$	13,758,720

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	L11 Sub-Account						L18 Sub-Account
	December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017
Operations:
Net investment income (loss)	$	73,774		$	21,303		$	(415,484	)	$	(465,339	)
Net realized gains (losses)		525,683			455,723			4,957,030			293,334
Net change in unrealized appreciation/(depreciation)		(8,004,741	)		8,847,491			(5,235,369	)		5,271,260
Increase (decrease) in net assets from operations		(7,405,284	)		9,324,517			(693,823	)		5,099,255
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		265,243			176,291			327,111			228,607
Transfers between Sub-Accounts (including the Fixed Account), net		3,466,802			(2,458,301	)		(1,355,272	)		(1,441,183	)
Withdrawals, surrenders, annuitizations and contract charges		(5,855,814	)		(5,582,329	)		(4,046,915	)		(4,137,507	)
Net accumulation activity		(2,123,769	)		(7,864,339	)		(5,075,076	)		(5,350,083	)
Annuitization Activity:
Annuitizations		44,912			—			756			3,476
Annuity payments and contract charges		(5,224	)		(179	)		(671	)		(2,527	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(13	)		135			(12,636	)		(533	)
Net annuitization activity		39,675			(44	)		(12,551	)		416
Net increase (decrease) from contract owner transactions		(2,084,094	)		(7,864,383	)		(5,087,627	)		(5,349,667	)
Total increase (decrease) in net assets		(9,489,378	)		1,460,134			(5,781,450	)		(250,412	)
Net assets at beginning of year		40,317,841			38,857,707			26,220,456			26,470,868
Net assets at end of year	$	30,828,463		$	40,317,841		$	20,439,006		$	26,220,456

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	L17 Sub-Account						M07 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	(105,021	)	$	(281,901	)	$	2,496,902		$	3,370,478
Net realized gains (losses)		4,359,965			2,686,445			18,659,635			14,587,618
Net change in unrealized appreciation/(depreciation)		(7,615,817	)		1,746,833			(43,683,554	)		18,923,610
Increase (decrease) in net assets from operations		(3,360,873	)		4,151,377			(22,527,017	)		36,881,706
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		401,780			124,381			4,658,650			7,085,611
Transfers between Sub-Accounts (including the  Fixed Account), net		(825,257	)		1,878,410			(1,892,802	)		2,196,207
Withdrawals, surrenders, annuitizations and contract charges		(5,372,407	)		(5,408,757	)		(47,828,508	)		(49,343,143	)
Net accumulation activity		(5,795,884	)		(3,405,966	)		(45,062,660	)		(40,061,325	)
Annuitization Activity:
Annuitizations		—			—			1,193,472			437,758
Annuity payments and contract charges		(457	)		(445	)		(645,805	)		(518,368	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		10			341			(263,368	)		(285,829	)
Net annuitization activity		(447	)		(104	)		284,299			(366,439	)
Net increase (decrease) from contract owner transactions		(5,796,331	)		(3,406,070	)		(44,778,361	)		(40,427,764	)
Total increase (decrease) in net assets		(9,157,204	)		745,307			(67,305,378	)		(3,546,058	)
Net assets at beginning of year		40,528,331			39,783,024			358,797,486			362,343,544
Net assets at end of year	$	31,371,127		$	40,528,331		$	291,492,108		$	358,797,486

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	M35 Sub-Account						M31 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	935,991		$	1,793,931		$	(1,972,854	)	$	(1,797,504	)
Net realized gains (losses)		19,502,817			16,359,007			19,916,126			13,549,770
Net change in unrealized appreciation/(depreciation)		(44,075,970	)		18,331,820			(15,099,024	)		23,059,430
Increase (decrease) in net assets from operations		(23,637,162	)		36,484,758			2,844,248			34,811,696
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		5,173,630			3,115,426			2,540,163			1,419,589
Transfers between Sub-Accounts (including the Fixed Account), net		(4,124,441	)		(4,879,719	)		(231,012	)		(1,779,395	)
Withdrawals, surrenders, annuitizations and contract charges		(57,829,987	)		(60,428,854	)		(17,340,837	)		(16,685,986	)
Net accumulation activity		(56,780,798	)		(62,193,147	)		(15,031,686	)		(17,045,792	)
Annuitization Activity:
Annuitizations		434,860			132,544			66,633			56,052
Annuity payments and contract charges		(235,973	)		(52,753	)		(114,722	)		(139,044	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		96,366			6,499			(77,191	)		(21,395	)
Net annuitization activity		295,253			86,290			(125,280	)		(104,387	)
Net increase (decrease) from contract owner transactions		(56,485,545	)		(62,106,857	)		(15,156,966	)		(17,150,179	)
Total increase (decrease) in net assets		(80,122,707	)		(25,622,099	)		(12,312,718	)		17,661,517
Net assets at beginning of year		362,120,950			387,743,049			141,290,687			123,629,170
Net assets at end of year	$	281,998,243		$	362,120,950		$	128,977,969		$	141,290,687

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	M80 Sub-Account						MF1 Sub-Account
	December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017
Operations:
Net investment income (loss)	$	(353,556	)	$	(351,328	)	$	(341,305	)	$	(297,961	)
Net realized gains (losses)		3,360,685			2,338,077			5,034,606			2,526,748
Net change in unrealized appreciation/(depreciation)		(2,682,080	)		3,478,837			(4,529,576	)		2,761,648
Increase (decrease) in net assets from operations		325,049			5,465,586			163,725			4,990,435
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		236,925			147,444			595,480			187,451
Transfers between Sub-Accounts (including the Fixed Account), net		477,225			(2,155,818	)		282,046			(26,347	)
Withdrawals, surrenders, annuitizations and contract charges		(3,622,685	)		(3,300,613	)		(3,766,172	)		(3,087,896	)
Net accumulation activity		(2,908,535	)		(5,308,987	)		(2,888,646	)		(2,926,792	)
Annuitization Activity:
Annuitizations		22,094			—			10,336			116,319
Annuity payments and contract charges		(4,295	)		(875	)		(24,635	)		(7,792	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(2,332	)		23,938			3,742			(2,043	)
Net annuitization activity		15,467			23,063			(10,557	)		106,484
Net increase (decrease) from contract owner transactions		(2,893,068	)		(5,285,924	)		(2,899,203	)		(2,820,308	)
Total increase (decrease) in net assets		(2,568,019	)		179,662			(2,735,478	)		2,170,127
Net assets at beginning of year		21,420,058			21,240,396			22,916,943			20,746,816
Net assets at end of year	$	18,852,039		$	21,420,058		$	20,181,465		$	22,916,943

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	M41 Sub-Account						M05 Sub-Account
	December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017
Operations:
Net investment income (loss)	$	(457,701)		$	(487,827)		$	(767,407)		$	(728,229)
Net realized gains (losses)		6,351,388			3,628,135			7,340,782			(138,337	)
Net change in unrealized appreciation/(depreciation)		(5,411,499	)		3,367,898			(7,181,035	)		11,986,983
Increase (decrease) in net assets from operations		482,188			6,508,206			(607,660	)		11,120,417
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		320,722			245,944			1,018,674			895,556
Transfers between Sub-Accounts (including the Fixed Account), net		(1,292,063	)		(2,684,276	)		(1,732,760	)		(732,003	)
Withdrawals, surrenders, annuitizations and contract charges		(4,851,085	)		(4,707,852	)		(6,496,373	)		(7,006,969	)
Net accumulation activity		(5,822,426	)		(7,146,184	)		(7,210,459	)		(6,843,416	)
Annuitization Activity:
Annuitizations		83,952			—			62,768			36,385
Annuity payments and contract charges		(10,692	)		(617	)		(53,601	)		(15,938	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		825			847			(23,146	)		26,158
Net annuitization activity		74,085			230			(13,979	)		46,605
Net increase (decrease) from contract owner transactions		(5,748,341	)		(7,145,954	)		(7,224,438	)		(6,796,811	)
Total increase (decrease) in net assets		(5,266,153	)		(637,748	)		(7,832,098	)		4,323,606
Net assets at beginning of year		28,534,920			29,172,668			52,059,415			47,735,809
Net assets at end of year	$	23,268,767		$	28,534,920		$	44,227,317		$	52,059,415

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	M42 Sub-Account						M89 Sub-Account
	December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017
Operations:
Net investment income (loss)	$	(685,182)		$	(743,959)		$	6,782,825		$	8,579,300
Net realized gains (losses)		7,512,818			(503,140	)		(7,182,359	)		(1,758,741	)
Net change in unrealized appreciation/(depreciation)		(6,952,594	)		10,816,140			(15,591,399	)		7,632,173
Increase (decrease) in net assets from operations		(124,958	)		9,569,041			(15,990,933	)		14,452,732
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		657,194			357,276			2,799,378			1,789,342
Transfers between Sub-Accounts (including the Fixed Account), net		(3,311,837	)		(4,837,103	)		(15,237,641	)		33,571,752
Withdrawals, surrenders, annuitizations and contract charges		(6,185,942	)		(7,274,867	)		(83,624,839	)		(77,322,044	)
Net accumulation activity		(8,840,585	)		(11,754,694	)		(96,063,102	)		(41,960,950	)
Annuitization Activity:
Annuitizations		1,539			7,121			18,865			2,403
Annuity payments and contract charges		(3,166	)		(6,171	)		(11,629	)		(11,096	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(23,375	)		798			(6,976	)		18,722
Net annuitization activity		(25,002	)		1,748			260			10,029
Net increase (decrease) from contract owner transactions		(8,865,587	)		(11,752,946	)		(96,062,842	)		(41,950,921	)
Total increase (decrease) in net assets		(8,990,545	)		(2,183,905	)		(112,053,775	)		(27,498,189	)
Net assets at beginning of year		42,999,861			45,183,766			551,839,591			579,337,780
Net assets at end of year	$	34,009,316		$	42,999,861		$	439,785,816		$	551,839,591

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	M82 Sub-Account						M44 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	(1,613,578	)	$	(855,667	)	$	(352,211	)	$	3,180,044
Net realized gains (losses)		23,766,371			19,994,921			(3,019,469)			(4,450,328)
Net change in unrealized appreciation/(depreciation)		(28,158,400	)		9,543,077			3,060,437			15,400,588
Increase (decrease) in net assets from operations		(6,005,607	)		28,682,331			(311,243	)		14,130,304
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		1,453,373			794,665			1,772,328			2,296,097
Transfers between Sub-Accounts (including the Fixed Account), net		(6,166,091	)		(15,046,842	)		(2,235,143	)		(2,611,388	)
Withdrawals, surrenders, annuitizations and contract charges		(22,406,738	)		(23,546,598	)		(14,113,525	)		(16,328,737	)
Net accumulation activity		(27,119,456	)		(37,798,775	)		(14,576,340	)		(16,644,028	)
Annuitization Activity:
Annuitizations		—			—			112,552			240,134
Annuity payments and contract charges		(1,027	)		(924	)		(212,598	)		(136,927	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		109			205			(55,388	)		(38,180	)
Net annuitization activity		(918	)		(719	)		(155,434	)		65,027
Net increase (decrease) from contract owner transactions		(27,120,374	)		(37,799,494	)		(14,731,774	)		(16,579,001	)
Total increase (decrease) in net assets		(33,125,981	)		(9,117,163	)		(15,043,017	)		(2,448,697	)
Net assets at beginning of year		142,050,646			151,167,809			109,070,327			111,519,024
Net assets at end of year	$	108,924,665		$	142,050,646		$	94,027,310		$	109,070,327

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	M40 Sub-Account						M83 Sub-Account
	December 31,			December 31,			December 31,			December 31,
	2018			2017			2018			2017
Operations:
Net investment income (loss)	$	(463,187)		$	1,537,109		$	(246,922)		$	789,135
Net realized gains (losses)		(2,474,033	)		(3,704,180	)		24,858,858			22,775,666
Net change in unrealized appreciation/(depreciation)		2,663,761			10,141,188			(51,644,195	)		15,937,114
Increase (decrease) in net assets from operations		(273,459	)		7,974,117			(27,032,259	)		39,501,915
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		992,003			542,912			4,105,227			4,555,384
Transfers between Sub-Accounts (including the Fixed Account), net		(2,992,318	)		(3,139,187	)		894,619			(5,082,118	)
Withdrawals, surrenders, annuitizations and contract charges		(10,943,659	)		(10,988,549	)		(37,090,402	)		(48,608,845	)
Net accumulation activity		(12,943,974	)		(13,584,824	)		(32,090,556	)		(49,135,579	)
Annuitization Activity:
Annuitizations		1,723			—			371,085			360,125
Annuity payments and contract charges		(88	)		—			(310,127	)		(209,796	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		152			—			(37,623	)		4,347
Net annuitization activity		1,787			—			23,335			154,676
Net increase (decrease) from contract owner transactions		(12,942,187	)		(13,584,824	)		(32,067,221	)		(48,980,903	)
Total increase (decrease) in net assets		(13,215,646	)		(5,610,707	)		(59,099,480	)		(9,478,988	)
Net assets at beginning of year		61,936,024			67,546,731			262,999,598			272,478,586
Net assets at end of year	$	48,720,378		$	61,936,024		$	203,900,118		$	262,999,598

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	M08 Sub-Account						MB6 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	(450,574)		$	70,474		$	(208,559)		$	200,641
Net realized gains (losses)		8,396,753			5,855,951			46,980,515			28,819,321
Net change in unrealized appreciation/(depreciation)		(21,674,331	)		13,712,920			(68,748,916	)		19,823,342
Increase (decrease) in net assets from operations		(13,728,152	)		19,639,345			(21,976,960	)		48,843,304
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		1,685,593			920,106			4,880,058			4,788,938
Transfers between Sub-Accounts (including the Fixed Account), net		1,326,716			(4,560,016	)		(2,642,566	)		(3,644,904	)
Withdrawals, surrenders, annuitizations and contract charges		(24,191,635	)		(19,863,534	)		(39,166,033	)		(39,547,718	)
Net accumulation activity		(21,179,326	)		(23,503,444	)		(36,928,541	)		(38,403,684	)
Annuitization Activity:
Annuitizations		376,236			103,189			629,093			520,363
Annuity payments and contract charges		(136,097	)		(22,717	)		(322,696	)		(327,206	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		106,983			24,646			(123,130	)		96,489
Net annuitization activity		347,122			105,118			183,267			289,646
Net increase (decrease) from contract owner transactions		(20,832,204	)		(23,398,326	)		(36,745,274	)		(38,114,038	)
Total increase (decrease) in net assets		(34,560,356	)		(3,758,981	)		(58,722,234	)		10,729,266
Net assets at beginning of year		133,865,829			137,624,810			285,143,459			274,414,193
Net assets at end of year	$	99,305,473		$	133,865,829		$	226,421,225		$	285,143,459

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	MB7 Sub-Account						MC0 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	(394,225)		$	(312,557)		$	1,252,890		$	1,316,687
Net realized gains (losses)		13,180,487			12,658,357			(478,229)			(69,641)
Net change in unrealized appreciation/(depreciation)		(18,344,538	)		385,573			(3,241,544	)		1,514,260
Increase (decrease) in net assets from operations		(5,558,276	)		12,731,373			(2,466,883	)		2,761,306
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		1,441,953			858,198			848,773			1,129,194
Transfers between Sub-Accounts (including the Fixed Account), net		(1,763,627	)		(4,654,782	)		(245,951	)		1,772,316
Withdrawals, surrenders, annuitizations and contract charges		(10,583,591	)		(12,961,421	)		(6,575,847	)		(7,474,079	)
Net accumulation activity		(10,905,265	)		(16,758,005	)		(5,973,025	)		(4,572,569	)
Annuitization Activity:
Annuitizations		3,425			15,034			97,056			55,535
Annuity payments and contract charges		(20,529	)		(26,061	)		(76,438	)		(53,817	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(45,664	)		(5,489	)		3,293			20,098
Net annuitization activity		(62,768	)		(16,516	)		23,911			21,816
Net increase (decrease) from contract owner transactions		(10,968,033	)		(16,774,521	)		(5,949,114	)		(4,550,753	)
Total increase (decrease) in net assets		(16,526,309	)		(4,043,148	)		(8,415,997	)		(1,789,447	)
Net assets at beginning of year		72,128,774			76,171,922			57,018,142			58,807,589
Net assets at end of year	$	55,602,465		$	72,128,774		$	48,602,145		$	57,018,142

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	MA0 Sub-Account						MC2 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	2,569,282		$	2,776,550		$	(795,753)		$	(505,495)
Net realized gains (losses)		(2,091,770)			(1,122,488)			18,091,243			11,834,094
Net change in unrealized appreciation/(depreciation)		(7,571,584	)		4,859,294			(21,666,200	)		9,561,086
Increase (decrease) in net assets from operations		(7,094,072	)		6,513,356			(4,370,710	)		20,889,685
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		1,714,930			683,950			2,115,489			1,492,886
Transfers between Sub-Accounts (including the Fixed Account), net		(1,627,731	)		14,287,218			(1,101,604	)		(434,046	)
Withdrawals, surrenders, annuitizations and contract charges		(27,291,614	)		(22,153,429	)		(13,931,442	)		(14,826,503	)
Net accumulation activity		(27,204,415	)		(7,182,261	)		(12,917,557	)		(13,767,663	)
Annuitization Activity:
Annuitizations		196,413			—			91,184			129,543
Annuity payments and contract charges		(64,597	)		(1,082	)		(119,287	)		(98,707	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(1,558	)		(15	)		(39,368	)		80,919
Net annuitization activity		130,258			(1,097	)		(67,471	)		111,755
Net increase (decrease) from contract owner transactions		(27,074,157	)		(7,183,358	)		(12,985,028	)		(13,655,908	)
Total increase (decrease) in net assets		(34,168,229	)		(670,002	)		(17,355,738	)		7,233,777
Net assets at beginning of year		148,735,679			149,405,681			104,851,766			97,617,989
Net assets at end of year	$	114,567,450		$	148,735,679		$	87,496,028		$	104,851,766

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	MC1 Sub-Account						MC3 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	(490,555)		$	(380,484)		$	(207,794)		$	(68,320)
Net realized gains (losses)		6,281,631			4,465,261			314,353			(409,296)
Net change in unrealized appreciation/(depreciation)		(7,796,386	)		3,916,070			(2,950,352	)		6,245,265
Increase (decrease) in net assets from operations		(2,005,310	)		8,000,847			(2,843,793	)		5,767,649
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		590,764			160,204			310,156			195,538
Transfers between Sub-Accounts (including the Fixed Account), net		3,055,795			1,100,049			16,433			148,334
Withdrawals, surrenders, annuitizations and contract charges		(6,633,970	)		(6,132,171	)		(2,834,742	)		(2,150,922	)
Net accumulation activity		(2,987,411	)		(4,871,918	)		(2,508,153	)		(1,807,050	)
Annuitization Activity:
Annuitizations		39,062			(676	)		6,740			67,477
Annuity payments and contract charges		(25,581	)		(16,984	)		(38,976	)		(40,182	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(674	)		3,973			(606	)		(71,778	)
Net annuitization activity		12,807			(13,687	)		(32,842	)		(44,483	)
Net increase (decrease) from contract owner transactions		(2,974,604	)		(4,885,605	)		(2,540,995	)		(1,851,533	)
Total increase (decrease) in net assets		(4,979,914	)		3,115,242			(5,384,788	)		3,916,116
Net assets at beginning of year		40,697,930			37,582,688			20,782,715			16,866,599
Net assets at end of year	$	35,718,016		$	40,697,930		$	15,397,927		$	20,782,715

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	MA1 Sub-Account						MC4 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	(292,446)		$	(153,711)		$	(47,189)		$	(154,714)
Net realized gains (losses)		885,555			284,018			(105,550)			(114,246)
Net change in unrealized appreciation/(depreciation)		(3,542,009	)		5,843,859			(107,108	)		849,796
Increase (decrease) in net assets from operations		(2,948,900	)		5,974,166			(259,847	)		580,836
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		117,887			32,604			168,067			167,650
Transfers between Sub-Accounts (including the Fixed Account), net		1,143,659			(1,335,128	)		(49,587	)		(6,156	)
Withdrawals, surrenders, annuitizations and contract charges		(3,216,388	)		(2,662,978	)		(1,399,312	)		(1,665,907	)
Net accumulation activity		(1,954,842	)		(3,965,502	)		(1,280,832	)		(1,504,413	)
Annuitization Activity:
Annuitizations		1,469			—			12,592			2,075
Annuity payments and contract charges		(76	)		(94	)		(3,153	)		(3,310	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(739	)		1,023			963			(5,009	)
Net annuitization activity		654			929			10,402			(6,244	)
Net increase (decrease) from contract owner transactions		(1,954,188	)		(3,964,573	)		(1,270,430	)		(1,510,657	)
Total increase (decrease) in net assets		(4,903,088	)		2,009,593			(1,530,277	)		(929,821	)
Net assets at beginning of year		20,721,186			18,711,593			10,319,234			11,249,055
Net assets at end of year	$	15,818,098		$	20,721,186		$	8,788,957		$	10,319,234

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	MC5 Sub-Account						MC6 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	(9,471	)	$	(21,735	)	$	(460,791	)	$	(163,135	)
Net realized gains (losses)		(4,347	)		(28,304	)		7,432,469			5,749,236
Net change in unrealized appreciation/(depreciation)		(13,916	)		122,413			(9,595,343	)		7,034,199
Increase (decrease) in net assets from operations		(27,734	)		72,374			(2,623,665	)		12,620,300
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		34,227			30,746			950,242			603,203
Transfers between Sub-Accounts (including the Fixed Account), net		(51,716	)		(378,055	)		(97,250	)		411,850
Withdrawals, surrenders, annuitizations and contract charges		(162,411	)		(263,784	)		(8,148,077	)		(5,774,264	)
Net accumulation activity		(179,900	)		(611,093	)		(7,295,085	)		(4,759,211	)
Annuitization Activity:
Annuitizations		—			—			41,396			11,882
Annuity payments and contract charges		—			(88	)		(55,787	)		(44,662	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(649	)		828			(54,594	)		11,916
Net annuitization activity		(649	)		740			(68,985	)		(20,864	)
Net increase (decrease) from contract owner transactions		(180,549	)		(610,353	)		(7,364,070	)		(4,780,075	)
Total increase (decrease) in net assets		(208,283	)		(537,979	)		(9,987,735	)		7,840,225
Net assets at beginning of year		1,030,360			1,568,339			51,346,527			43,506,302
Net assets at end of year	$	822,077		$	1,030,360		$	41,358,792		$	51,346,527

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	MC7 Sub-Account						MC8 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	(32,988	)	$	(19,920	)	$	(374,582	)	$	140,293
Net realized gains (losses)		310,129			227,832			12,625,683			6,900,817
Net change in unrealized appreciation/(depreciation)		(377,842	)		420,417			(20,365,369	)		12,425,575
Increase (decrease) in net assets from operations		(100,701	)		628,329			(8,114,268	)		19,466,685
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		9,891			22,618			1,406,635			1,051,902
Transfers between Sub-Accounts (including the Fixed Account), net		(425,058	)		(143,115	)		(806,848	)		(1,306,198	)
Withdrawals, surrenders, annuitizations and contract charges		(230,506	)		(339,790	)		(12,439,064	)		(12,534,539	)
Net accumulation activity		(645,673	)		(460,287	)		(11,839,277	)		(12,788,835	)
Annuitization Activity:
Annuitizations		—			—			77,704			38,823
Annuity payments and contract charges		—			—			(95,584	)		(125,163	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			(76,276	)		58,604
Net annuitization activity		—			—			(94,156	)		(27,736	)
Net increase (decrease) from contract owner transactions		(645,673	)		(460,287	)		(11,933,433	)		(12,816,571	)
Total increase (decrease) in net assets		(746,374	)		168,042			(20,047,701	)		6,650,114
Net assets at beginning of year		2,493,312			2,325,270			93,561,955			86,911,841
Net assets at end of year	$	1,746,938		$	2,493,312		$	73,514,254		$	93,561,955

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	MC9 Sub-Account						MD0 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	(48,509	)	$	(16,013	)	$	(297,441	)	$	845,728
Net realized gains (losses)		983,797			726,536			2,750,518			960,579
Net change in unrealized appreciation/(depreciation)		(1,450,844	)		649,635			(5,168,279	)		2,727,450
Increase (decrease) in net assets from operations		(515,556	)		1,360,158			(2,715,202	)		4,533,757
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		178,206			42,226			627,924			753,661
Transfers between Sub-Accounts (including the Fixed Account), net		50,622			(592,262	)		(399,574	)		(840,210	)
Withdrawals, surrenders, annuitizations and contract charges		(1,353,039	)		(1,135,171	)		(5,241,983	)		(6,539,210	)
Net accumulation activity		(1,124,211	)		(1,685,207	)		(5,013,633	)		(6,625,759	)
Annuitization Activity:
Annuitizations		—			—			49,775			13,671
Annuity payments and contract charges		—			—			(46,516	)		(88,495	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			554			(22,626	)
Net annuitization activity		—			—			3,813			(97,450	)
Net increase (decrease) from contract owner transactions		(1,124,211	)		(1,685,207	)		(5,009,820	)		(6,723,209	)
Total increase (decrease) in net assets		(1,639,767	)		(325,049	)		(7,725,022	)		(2,189,452	)
Net assets at beginning of year		6,164,998			6,490,047			49,219,805			51,409,257
Net assets at end of year	$	4,525,231		$	6,164,998		$	41,494,783		$	49,219,805

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	M92 Sub-Account						M96 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	(6,440,405	)	$	9,070,344		$	1,421,881		$	1,505,524
Net realized gains (losses)		35,283,647			11,297,876			(1,918,056	)		(936,841	)
Net change in unrealized appreciation/(depreciation)		(66,609,072	)		37,686,531			(451,011	)		160,518
Increase (decrease) in net assets from operations		(37,765,830	)		58,054,751			(947,186	)		729,201
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		3,992,372			1,192,457			2,137,998			2,064,275
Transfers between Sub-Accounts (including the Fixed Account), net		(7,673,837	)		(5,393,620	)		951,512			3,678,841
Withdrawals, surrenders, annuitizations and contract charges		(96,296,080	)		(79,894,582	)		(13,164,918	)		(12,138,574	)
Net accumulation activity		(99,977,545	)		(84,095,745	)		(10,075,408	)		(6,395,458	)
Annuitization Activity:
Annuitizations		—			—			46,175			112,031
Annuity payments and contract charges		(7,628	)		(8,397	)		(71,594	)		(59,567	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		115			23,478			26,896			(130,111	)
Net annuitization activity		(7,513	)		15,081			1,477			(77,647	)
Net increase (decrease) from contract owner transactions		(99,985,058	)		(84,080,664	)		(10,073,931	)		(6,473,105	)
Total increase (decrease) in net assets		(137,750,888	)		(26,025,913	)		(11,021,117	)		(5,743,904	)
Net assets at beginning of year		660,187,553			686,213,466			86,941,433			92,685,337
Net assets at end of year		$ 522,436,665			$ 660,187,553			$ 75,920,316			$ 86,941,433

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	MD2 Sub-Account						MA6 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	2,200,283		$	2,334,633		$	2,181,887		$	2,934,903
Net realized gains (losses)		(5,130,701	)		(3,597,953	)		(550,790	)		246,909
Net change in unrealized appreciation/(depreciation)		(161,208	)		2,172,077			(3,971,491	)		(176,973	)
Increase (decrease) in net assets from operations		(3,091,626	)		908,757			(2,340,394	)		3,004,839
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		2,104,664			1,305,458			1,759,113			1,274,885
Transfers between Sub-Accounts (including the Fixed Account), net		(5,562,489	)		9,117,945			(738,549	)		576,350
Withdrawals, surrenders, annuitizations and contract charges		(30,603,443	)		(34,724,166	)		(7,536,181	)		(7,962,346	)
Net accumulation activity		(34,061,268	)		(24,300,763	)		(6,515,617	)		(6,111,111	)
Annuitization Activity:
Annuitizations		60,348			58,735			235,677			39,125
Annuity payments and contract charges		(49,346	)		(49,657	)		(111,129	)		(67,130	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		299			2,717			(26,139	)		64,033
Net annuitization activity		11,301			11,795			98,409			36,028
Net increase (decrease) from contract owner transactions		(34,049,967	)		(24,288,968	)		(6,417,208	)		(6,075,083	)
Total increase (decrease) in net assets		(37,141,593	)		(23,380,211	)		(8,757,602	)		(3,070,244	)
Net assets at beginning of year		191,222,631			214,602,842			56,471,575			59,541,819
Net assets at end of year	$	154,081,038		$	191,222,631		$	47,713,973		$	56,471,575

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	MA3 Sub-Account						M97 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	1,528,962		$	2,242,127		$	(180,896	)	$	(38,300	)
Net realized gains (losses)		(807,134	)		(237,955	)		4,636,941			2,828,668
Net change in unrealized appreciation/(depreciation)		(2,722,844	)		277,070			(8,360,437	)		7,658,687
Increase (decrease) in net assets from operations		(2,001,016	)		2,281,242			(3,904,392	)		10,449,055
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		769,728			561,073			1,113,343			636,719
Transfers between Sub-Accounts (including the Fixed Account), net		(948,043	)		(332,700	)		832,320			(984,598	)
Withdrawals, surrenders, annuitizations and contract charges		(8,101,451	)		(8,711,530	)		(5,918,736	)		(5,219,360	)
Net accumulation activity		(8,279,766	)		(8,483,157	)		(3,973,073	)		(5,567,239	)
Annuitization Activity:
Annuitizations		59,682			30,192			141,615			176,865
Annuity payments and contract charges		(32,258	)		(12,061	)		(76,936	)		(25,009	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(100	)		5,319			437			36,145
Net annuitization activity		27,324			23,450			65,116			188,001
Net increase (decrease) from contract owner transactions		(8,252,442	)		(8,459,707	)		(3,907,957	)		(5,379,238	)
Total increase (decrease) in net assets		(10,253,458	)		(6,178,465	)		(7,812,349	)		5,069,817
Net assets at beginning of year		46,577,368			52,755,833			41,434,975			36,365,158
Net assets at end of year	$	36,323,910		$	46,577,368		$	33,622,626		$	41,434,975

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	MD5 Sub-Account						M98 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	(148,554	)	$	(91,326	)	$	(154,878	)	$	15,752
Net realized gains (losses)		2,203,551			1,024,012			3,776,239			2,974,889
Net change in unrealized appreciation/(depreciation)		(3,909,472	)		3,807,380			(8,408,466	)		7,533,887
Increase (decrease) in net assets from operations		(1,854,475	)		4,740,066			(4,787,105	)		10,524,528
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		223,055			124,396			590,056			708,585
Transfers between Sub-Accounts (including the Fixed Account), net		810,036			(373,067	)		(203,658	)		328,668
Withdrawals, surrenders, annuitizations and contract charges		(3,186,881	)		(2,486,284	)		(5,388,453	)		(6,499,066	)
Net accumulation activity		(2,153,790	)		(2,734,955	)		(5,002,055	)		(5,461,813	)
Annuitization Activity:
Annuitizations		113,254			—			13,722			2,012
Annuity payments and contract charges		(12,739	)		(187	)		(25,998	)		(27,828	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(1,823	)		2,058			(245	)		(81,435	)
Net annuitization activity		98,692			1,871			(12,521	)		(107,251	)
Net increase (decrease) from contract owner transactions		(2,055,098	)		(2,733,084	)		(5,014,576	)		(5,569,064	)
Total increase (decrease) in net assets		(3,909,573	)		2,006,982			(9,801,681	)		4,955,464
Net assets at beginning of year		18,981,547			16,974,565			48,280,305			43,324,841
Net assets at end of year	$	15,071,974		$	18,981,547		$	38,478,624		$	48,280,305

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	M93 Sub-Account						MD6 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	(770,299	)	$	(461,085	)	$	(2,691,088	)	$	(2,376,173	)
Net realized gains (losses)		10,085,206			14,902,062			43,456,731			36,671,513
Net change in unrealized appreciation/(depreciation)		(19,715,838	)		9,376,184			(40,256,429	)		37,810,248
Increase (decrease) in net assets from operations		(10,400,931	)		23,817,161			509,214			72,105,588
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		945,791			1,140,397			5,980,877			3,777,231
Transfers between Sub-Accounts (including the Fixed Account), net		3,847,794			(10,084,568	)		(4,804,151	)		(6,762,792	)
Withdrawals, surrenders, annuitizations and contract charges		(16,686,793	)		(19,079,863	)		(43,724,030	)		(37,988,426	)
Net accumulation activity		(11,893,208	)		(28,024,034	)		(42,547,304	)		(40,973,987	)
Annuitization Activity:
Annuitizations		30,760			76,808			510,394			570,682
Annuity payments and contract charges		(18,556	)		(20,671	)		(458,906	)		(384,156	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		2,061			1,404			(49,327	)		125,578
Net annuitization activity		14,265			57,541			2,161			312,104
Net increase (decrease) from contract owner transactions		(11,878,943	)		(27,966,493	)		(42,545,143	)		(40,661,883	)
Total increase (decrease) in net assets		(22,279,874	)		(4,149,332	)		(42,035,929	)		31,443,705
Net assets at beginning of year		103,459,909			107,609,241			318,872,497			287,428,792
Net assets at end of year	$	81,180,035		$	103,459,909		$	276,836,568		$	318,872,497

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	MB3 Sub-Account						MD8 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	(481,640	)	$	(459,804	)	$	(82,676	)	$	(572,267	)
Net realized gains (losses)		4,921,484			4,710,888			—			(1	)
Net change in unrealized appreciation/(depreciation)		(4,468,638	)		4,249,832			1			—
Increase (decrease) in net assets from operations		(28,794	)		8,500,916			(82,675	)		(572,268	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		618,923			231,478			3,654,292			3,437,474
Transfers between Sub-Accounts (including the Fixed Account), net		(1,544,843	)		(1,838,781	)		6,937,355			7,915,060
Withdrawals, surrenders, annuitizations and contract charges		(5,446,561	)		(4,546,441	)		(17,416,173	)		(15,354,664	)
Net accumulation activity		(6,372,481	)		(6,153,744	)		(6,824,526	)		(4,002,130	)
Annuitization Activity:
Annuitizations		18,245			(747	)		(138,342	)		—
Annuity payments and contract charges		(16,743	)		(14,283	)		(51,963	)		(100,521	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(532	)		4,641			(10,445	)		(150,453	)
Net annuitization activity		970			(10,389	)		(200,750	)		(250,974	)
Net increase (decrease) from contract owner transactions		(6,371,511	)		(6,164,133	)		(7,025,276	)		(4,253,104	)
Total increase (decrease) in net assets		(6,400,305	)		2,336,783			(7,107,951	)		(4,825,372	)
Net assets at beginning of year		37,335,745			34,998,962			49,280,656			54,106,028
Net assets at end of year	$	30,935,440		$	37,335,745		$	42,172,705		$	49,280,656

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	MD9 Sub-Account						ME2 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	(546,982	)	$	(2,080,344	)	$	1,543		$	96,613
Net realized gains (losses)		(2	)		(2	)		888,401			282,515
Net change in unrealized appreciation/(depreciation)		1			—			(4,195,304	)		4,948,045
Increase (decrease) in net assets from operations		(546,983	)		(2,080,346	)		(3,305,360	)		5,327,173
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		2,473,627			2,165,619			414,900			171,701
Transfers between Sub-Accounts (including the Fixed Account), net		34,874,529			36,779,597			(93,566	)		(897,815	)
Withdrawals, surrenders, annuitizations and contract charges		(52,556,996	)		(71,342,196	)		(2,381,207	)		(2,548,712	)
Net accumulation activity		(15,208,840	)		(32,396,980	)		(2,059,873	)		(3,274,826	)
Annuitization Activity:
Annuitizations		6,916			97,275			—			6,641
Annuity payments and contract charges		(27,000	)		(30,485	)		(4,171	)		(4,486	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		179			4,216			(8,784	)		15,492
Net annuitization activity		(19,905	)		71,006			(12,955	)		17,647
Net increase (decrease) from contract owner transactions		(15,228,745	)		(32,325,974	)		(2,072,828	)		(3,257,179	)
Total increase (decrease) in net assets		(15,775,728	)		(34,406,320	)		(5,378,188	)		2,069,994
Net assets at beginning of year		136,576,068			170,982,388			23,371,436			21,301,442
Net assets at end of year	$	120,800,340		$	136,576,068		$	17,993,248		$	23,371,436

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	ME3 Sub-Account						MA5 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	(244,468	)	$	(66,597	)	$	641,767		$	875,329
Net realized gains (losses)		3,293,176			3,411,525			(253,269	)		(1,174	)
Net change in unrealized appreciation/(depreciation)		(9,986,514	)		8,263,327			(1,298,972	)		418,816
Increase (decrease) in net assets from operations		(6,937,806	)		11,608,255			(910,474	)		1,292,971
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		714,536			548,521			413,038			283,215
Transfers between Sub-Accounts (including the Fixed Account), net		2,577,530			(4,718,786	)		979,144			1,190,762
Withdrawals, surrenders, annuitizations and contract charges		(7,988,802	)		(9,058,363	)		(3,349,239	)		(3,801,574	)
Net accumulation activity		(4,696,736	)		(13,228,628	)		(1,957,057	)		(2,327,597	)
Annuitization Activity:
Annuitizations		17,857			—			46,742			1,978
Annuity payments and contract charges		(3,170	)		(2,662	)		(55,330	)		(57,059	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(17,146	)		(582	)		(7,313	)		13,905
Net annuitization activity		(2,459	)		(3,244	)		(15,901	)		(41,176	)
Net increase (decrease) from contract owner transactions		(4,699,195	)		(13,231,872	)		(1,972,958	)		(2,368,773	)
Total increase (decrease) in net assets		(11,637,001	)		(1,623,617	)		(2,883,432	)		(1,075,802	)
Net assets at beginning of year		48,795,329			50,418,946			27,284,742			28,360,544
Net assets at end of year	$	37,158,328		$	48,795,329		$	24,401,310		$	27,284,742

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	MA7 Sub-Account						ME4 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	91,786		$	170,728		$	(288,837	)	$	(252,813	)
Net realized gains (losses)		(33,190	)		(16,162	)		3,534,311			2,477,543
Net change in unrealized appreciation/(depreciation)		(236,898	)		107,797			(2,904,627	)		3,152,642
Increase (decrease) in net assets from operations		(178,302	)		262,363			340,847			5,377,372
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		129,311			77,230			462,245			162,102
Transfers between Sub-Accounts (including the Fixed Account), net		(162,323	)		(782,189	)		(381,645	)		(540,205	)
Withdrawals, surrenders, annuitizations and contract charges		(628,764	)		(1,006,008	)		(2,544,186	)		(1,650,110	)
Net accumulation activity		(661,776	)		(1,710,967	)		(2,463,586	)		(2,028,213	)
Annuitization Activity:
Annuitizations		41,770			—			15,644			12,445
Annuity payments and contract charges		(6,234	)		(631	)		(22,484	)		(12,622	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(210	)		45			(466	)		7,959
Net annuitization activity		35,326			(586	)		(7,306	)		7,782
Net increase (decrease) from contract owner transactions		(626,450	)		(1,711,553	)		(2,470,892	)		(2,020,431	)
Total increase (decrease) in net assets		(804,752	)		(1,449,190	)		(2,130,045	)		3,356,941
Net assets at beginning of year		5,014,013			6,463,203			18,552,134			15,195,193
Net assets at end of year	$	4,209,261		$	5,014,013		$	16,422,089		$	18,552,134

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	MA2 Sub-Account						MF3 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	(32,519	)	$	(28,396	)	$	(687,155	)	$	(742,965	)
Net realized gains (losses)		520,071			139,361			4,794,415			4,649,046
Net change in unrealized appreciation/(depreciation)		(429,480	)		418,115			(6,526,352	)		4,426,843
Increase (decrease) in net assets from operations		58,072			529,080			(2,419,092	)		8,332,924
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		47,590			1,633			790,778			732,131
Transfers between Sub-Accounts (including the Fixed Account), net		(164,955	)		10,939			(3,768,957	)		281,197
Withdrawals, surrenders, annuitizations and contract charges		(463,477	)		(104,535	)		(10,878,234	)		(12,354,369	)
Net accumulation activity		(580,842	)		(91,963	)		(13,856,413	)		(11,341,041	)
Annuitization Activity:
Annuitizations		—			—			150,886			28,072
Annuity payments and contract charges		—			—			(24,149	)		(8,380	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			1,434			2,623
Net annuitization activity		—			—			128,171			22,315
Net increase (decrease) from contract owner transactions		(580,842	)		(91,963	)		(13,728,242	)		(11,318,726	)
Total increase (decrease) in net assets		(522,770	)		437,117			(16,147,334	)		(2,985,802	)
Net assets at beginning of year		1,893,319			1,456,202			66,706,871			69,692,673
Net assets at end of year	$	1,370,549		$	1,893,319		$	50,559,537		$	66,706,871

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	MF5 Sub-Account						MF6 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	1,242,727		$	1,316,614		$	45,572		$	52,119
Net realized gains (losses)		16,949,532			14,191,998			124,693			250,125
Net change in unrealized appreciation/(depreciation)		(38,053,127	)		34,852,255			(249,752	)		(64,600	)
Increase (decrease) in net assets from operations		(19,860,868	)		50,360,867			(79,487	)		237,644
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		2,988,398			2,181,191			24,404			20,199
Transfers between Sub-Accounts (including the Fixed Account), net		(943,151	)		(8,851,951	)		(209,176	)		(66,081	)
Withdrawals, surrenders, annuitizations and contract charges		(86,630,923	)		(101,029,190	)		(214,603	)		(337,405	)
Net accumulation activity		(84,585,676	)		(107,699,950	)		(399,375	)		(383,287	)
Annuitization Activity:
Annuitizations		—			356,909			20,820			—
Annuity payments and contract charges		(47,997	)		(50,217	)		(22,346	)		(2,179	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		916			1,552			(405	)		15,698
Net annuitization activity		(47,081	)		308,244			(1,931	)		13,519
Net increase (decrease) from contract owner transactions		(84,632,757	)		(107,391,706	)		(401,306	)		(369,768	)
Total increase (decrease) in net assets		(104,493,625	)		(57,030,839	)		(480,793	)		(132,124	)
Net assets at beginning of year		518,959,227			575,990,066			2,125,475			2,257,599
Net assets at end of year	$	414,465,602		$	518,959,227		$	1,644,682		$	2,125,475

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	MF7 Sub-Account						MF9 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	845,467		$	1,103,582		$	(445,376	)	$	(244,450	)
Net realized gains (losses)		4,926,484			8,420,471			30,502,722			22,611,806
Net change in unrealized appreciation/(depreciation)		(8,367,087	)		(2,334,907	)		(52,263,773	)		41,196,617
Increase (decrease) in net assets from operations		(2,595,136	)		7,189,146			(22,206,427	)		63,563,973
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		976,962			599,848			1,838,912			1,106,943
Transfers between Sub-Accounts (including the Fixed Account), net		(3,882,639	)		(977,218	)		(133,135	)		1,579,938
Withdrawals, surrenders, annuitizations and contract charges		(11,142,616	)		(11,961,945	)		(60,125,613	)		(69,652,570	)
Net accumulation activity		(14,048,293	)		(12,339,315	)		(58,419,836	)		(66,965,689	)
Annuitization Activity:
Annuitizations		66,403			20,760			1,614			—
Annuity payments and contract charges		(11,244	)		(7,054	)		(83	)		—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(11,654	)		(136	)		138			—
Net annuitization activity		43,505			13,570			1,669			—
Net increase (decrease) from contract owner transactions		(14,004,788	)		(12,325,745	)		(58,418,167	)		(66,965,689	)
Total increase (decrease) in net assets		(16,599,924	)		(5,136,599	)		(80,624,594	)		(3,401,716	)
Net assets at beginning of year		64,836,183			69,972,782			387,084,303			390,486,019
Net assets at end of year	$	48,236,259		$	64,836,183		$	306,459,709		$	387,084,303

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	MG1 Sub-Account						MF2 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	(294,055	)	$	(2,504,170	)	$	594,615		$	(358,230	)
Net realized gains (losses)		(2,844,445	)		(2,993,246	)		(781,904	)		(274,591	)
Net change in unrealized appreciation/(depreciation)		(5,945,327	)		15,012,512			(1,035,946	)		731,375
Increase (decrease) in net assets from operations		(9,083,827	)		9,515,096			(1,223,235	)		98,554
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		1,324,312			294,412			3,810,791			3,708,170
Transfers between Sub-Accounts (including the Fixed Account), net		277,391			7,396,104			(9,800,389	)		21,651,149
Withdrawals, surrenders, annuitizations and contract charges		(24,199,221	)		(20,148,418	)		(40,310,509	)		(50,596,340	)
Net accumulation activity		(22,597,518	)		(12,457,902	)		(46,300,107	)		(25,237,021	)
Annuitization Activity:
Annuitizations		4,791			—			112,619			169,715
Annuity payments and contract charges		(7,408	)		(7,951	)		(48,024	)		(47,989	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		1,109			429			5,195			(8,655	)
Net annuitization activity		(1,508	)		(7,522	)		69,790			113,071
Net increase (decrease) from contract owner transactions		(22,599,026	)		(12,465,424	)		(46,230,317	)		(25,123,950	)
Total increase (decrease) in net assets		(31,682,853	)		(2,950,328	)		(47,453,552	)		(25,025,396	)
Net assets at beginning of year		154,195,257			157,145,585			250,847,512			275,872,908
Net assets at end of year	$	122,512,404		$	154,195,257		$	203,393,960		$	250,847,512

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	MG2 Sub-Account						MG3 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	90,855		$	(420,221	)	$	(249,421	)	$	(164,935	)
Net realized gains (losses)		(492,960	)		(164,415	)		1,474,002			643,068
Net change in unrealized appreciation/(depreciation)		(479,827	)		352,772			(4,612,691	)		3,005,887
Increase (decrease) in net assets from operations		(881,932	)		(231,864	)		(3,388,110	)		3,484,020
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		878,858			604,017			525,266			362,286
Transfers between Sub-Accounts (including the Fixed Account), net		(1,820,563	)		10,028,017			298,936			609,277
Withdrawals, surrenders, annuitizations and contract charges		(20,943,488	)		(19,900,851	)		(4,646,012	)		(6,034,092	)
Net accumulation activity		(21,885,193	)		(9,268,817	)		(3,821,810	)		(5,062,529	)
Annuitization Activity:
Annuitizations		—			—			43,835			—
Annuity payments and contract charges		(1,770	)		(1,980	)		(4,909	)		(1,697	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		872			5,468			(11,758	)		872
Net annuitization activity		(898	)		3,488			27,168			(825	)
Net increase (decrease) from contract owner transactions		(21,886,091	)		(9,265,329	)		(3,794,642	)		(5,063,354	)
Total increase (decrease) in net assets		(22,768,023	)		(9,497,193	)		(7,182,752	)		(1,579,334	)
Net assets at beginning of year		132,553,973			142,051,166			30,353,538			31,932,872
Net assets at end of year	$	109,785,950		$	132,553,973		$	23,170,786		$	30,353,538

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	MG4 Sub-Account						MG6 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	(246,530	)	$	(175,339	)	$	2,835,220		$	2,519,109
Net realized gains (losses)		1,221,931			130,545			97,587,976			88,132,563
Net change in unrealized appreciation/(depreciation)		(3,934,613	)		3,285,492			(174,910,427	)		108,545,306
Increase (decrease) in net assets from operations		(2,959,212	)		3,240,698			(74,487,231	)		199,196,978
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		253,805			95,016			14,418,888			4,654,240
Transfers between Sub-Accounts (including the Fixed Account), net		(211,073	)		831,337			714,091			(21,150,057	)
Withdrawals, surrenders, annuitizations and contract charges		(5,449,557	)		(4,505,850	)		(239,069,385	)		(218,405,785	)
Net accumulation activity		(5,406,825	)		(3,579,497	)		(223,936,406	)		(234,901,602	)
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		—			—			(144,951	)		(94,395	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			123,493			117,290
Net annuitization activity		—			—			(21,458	)		22,895
Net increase (decrease) from contract owner transactions		(5,406,825	)		(3,579,497	)		(223,957,864	)		(234,878,707	)
Total increase (decrease) in net assets		(8,366,037	)		(338,799	)		(298,445,095	)		(35,681,729	)
Net assets at beginning of year		29,079,628			29,418,427			1,554,414,108			1,590,095,837
Net assets at end of year	$	20,713,591		$	29,079,628		$	1,255,969,013		$	1,554,414,108

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	MG7 Sub-Account						V44 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	(125,917	)	$	(84,791	)	$	(169,475	)	$	(122,606	)
Net realized gains (losses)		1,480,850			1,152,841			2,699,341			630,876
Net change in unrealized appreciation/(depreciation)		(2,281,768	)		135,277			(1,986,910	)		1,811,472
Increase (decrease) in net assets from operations		(926,835	)		1,203,327			542,956			2,319,742
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		97,720			17,470			267,843			1,864
Transfers between Sub-Accounts (including the Fixed Account), net		(63,135	)		2,462,254			2,517,213			2,154,749
Withdrawals, surrenders, annuitizations and contract charges		(1,602,767	)		(1,429,491	)		(2,492,168	)		(1,206,781	)
Net accumulation activity		(1,568,182	)		1,050,233			292,888			949,832
Annuitization Activity:
Annuitizations		—			—			1,548			—
Annuity payments and contract charges		—			—			(80	)		—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			130			—
Net annuitization activity		—			—			1,598			—
Net increase (decrease) from contract owner transactions		(1,568,182	)		1,050,233			294,486			949,832
Total increase (decrease) in net assets		(2,495,017	)		2,253,560			837,442			3,269,574
Net assets at beginning of year		9,790,084			7,536,524			8,875,409			5,605,835
Net assets at end of year	$	7,295,067		$	9,790,084		$	9,712,851		$	8,875,409

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	V43 Sub-Account						O19 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	(114,330	)	$	(108,740	)	$	(258,238	)	$	(283,523	)
Net realized gains (losses)		1,911,195			(699,667	)		1,004,567			1,811,180
Net change in unrealized appreciation/(depreciation)		(1,092,481	)		2,872,441			(1,648,774	)		2,134,411
Increase (decrease) in net assets from operations		704,384			2,064,034			(902,445	)		3,662,068
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		198,185			23,203			235,610			141,457
Transfers between Sub-Accounts (including the Fixed Account), net		338,264			(501,105	)		329,120			(1,500,079	)
Withdrawals, surrenders, annuitizations and contract charges		(1,602,340	)		(1,219,696	)		(2,931,831	)		(3,126,231	)
Net accumulation activity		(1,065,891	)		(1,697,598	)		(2,367,101	)		(4,484,853	)
Annuitization Activity:
Annuitizations		—			—			6,813			—
Annuity payments and contract charges		—			—			(2,940	)		(3,999	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			(6	)		1,340
Net annuitization activity		—			—			3,867			(2,659	)
Net increase (decrease) from contract owner transactions		(1,065,891	)		(1,697,598	)		(2,363,234	)		(4,487,512	)
Total increase (decrease) in net assets		(361,507	)		366,436			(3,265,679	)		(825,444	)
Net assets at beginning of year		6,836,255			6,469,819			15,940,507			16,765,951
Net assets at end of year	$	6,474,748		$	6,836,255		$	12,674,828		$	15,940,507

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	O23 Sub-Account						O20 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	11,691		$	7,186		$	(171,036	)	$	(189,044	)
Net realized gains (losses)		605,046			426,153			2,260,258			1,354,214
Net change in unrealized appreciation/(depreciation)		(1,416,845	)		336,860			(4,600,790	)		4,612,518
Increase (decrease) in net assets from operations		(800,108	)		770,199			(2,511,568	)		5,777,688
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		23,308			25,102			303,997			213,530
Transfers between Sub-Accounts (including the Fixed Account), net		63,821			1,620,559			1,423,490			(445,701	)
Withdrawals, surrenders, annuitizations and contract charges		(987,227	)		(1,402,462	)		(4,321,877	)		(3,932,500	)
Net accumulation activity		(900,098	)		243,199			(2,594,390	)		(4,164,671	)
Annuitization Activity:
Annuitizations		—			—			1,487			—
Annuity payments and contract charges		—			—			(77	)		—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			125			—
Net annuitization activity		—			—			1,535			—
Net increase (decrease) from contract owner transactions		(900,098	)		243,199			(2,592,855	)		(4,164,671	)
Total increase (decrease) in net assets		(1,700,206	)		1,013,398			(5,104,423	)		1,613,017
Net assets at beginning of year		12,031,669			11,018,271			20,253,728			18,640,711
Net assets at end of year	$	10,331,463		$	12,031,669		$	15,149,305		$	20,253,728

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	O21 Sub-Account						O04 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	(1,447,783	)	$	(1,378,242	)	$	(97,877	)	$	(74,311	)
Net realized gains (losses)		32,978,412			33,671,527			898,069			767,254
Net change in unrealized appreciation/(depreciation)		(46,742,368	)		(4,689,086	)		(1,361,863	)		53,493
Increase (decrease) in net assets from operations		(15,211,739	)		27,604,199			(561,671	)		746,436
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		3,154,271			2,442,343			252,734			80,396
Transfers between Sub-Accounts (including the Fixed Account), net		(2,412,025	)		(8,619,362	)		(173,868	)		(595,493	)
Withdrawals, surrenders, annuitizations and contract charges		(29,668,893	)		(36,767,654	)		(1,299,780	)		(978,911	)
Net accumulation activity		(28,926,647	)		(42,944,673	)		(1,220,914	)		(1,494,008	)
Annuitization Activity:
Annuitizations		49,875			100,980			—			—
Annuity payments and contract charges		(30,654	)		(40,733	)		—			—
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(55,277	)		(12,138	)		—			—
Net annuitization activity		(36,056	)		48,109			—			—
Net increase (decrease) from contract owner transactions		(28,962,703	)		(42,896,564	)		(1,220,914	)		(1,494,008	)
Total increase (decrease) in net assets		(44,174,442	)		(15,292,365	)		(1,782,585	)		(747,572	)
Net assets at beginning of year		189,799,968			205,092,333			6,344,911			7,092,483
Net assets at end of year	$	145,625,526		$	189,799,968		$	4,562,326		$	6,344,911

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	PH2 Sub-Account						P08 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	(534	)	$	8,174		$	258,016		$	634,694
Net realized gains (losses)		53,650			(10,416	)		(140,462	)		(258,879	)
Net change in unrealized appreciation/(depreciation)		(105,149	)		88,394			(1,418,065	)		1,954,562
Increase (decrease) in net assets from operations		(52,033	)		86,152			(1,300,511	)		2,330,377
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		—			—			103,255			9,391
Transfers between Sub-Accounts (including the Fixed Account), net		(32,214	)		198,542			(657,106	)		2,897,521
Withdrawals, surrenders, annuitizations and contract charges		(100,508	)		(46,238	)		(2,760,347	)		(3,422,631	)
Net accumulation activity		(132,722	)		152,304			(3,314,198	)		(515,719	)
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		(132,722	)		152,304			(3,314,198	)		(515,719	)
Total increase (decrease) in net assets		(184,755	)		238,456			(4,614,709	)		1,814,658
Net assets at beginning of year		552,210			313,754			21,100,589			19,285,931
Net assets at end of year	$	367,455		$	552,210		$	16,485,880		$	21,100,589

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	PC0 Sub-Account						P70 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	248,205		$	580,273		$	1,397		$	32,269
Net realized gains (losses)		(205,493	)		(155,222	)		(29,631	)		(75,331	)
Net change in unrealized appreciation/(depreciation)		(1,304,321	)		1,657,812			(22,724	)		42,959
Increase (decrease) in net assets from operations		(1,261,609	)		2,082,863			(50,958	)		(103	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		70,367			47,052			—			13,238
Transfers between Sub-Accounts (including the Fixed Account), net		(374,351	)		2,234,345			125			726
Withdrawals, surrenders, annuitizations and contract charges		(2,741,140	)		(1,455,084	)		(19,294	)		(37,233	)
Net accumulation activity		(3,045,124	)		826,313			(19,169	)		(23,269	)
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		(3,045,124	)		826,313			(19,169	)		(23,269	)
Total increase (decrease) in net assets		(4,306,733	)		2,909,176			(70,127	)		(23,372	)
Net assets at beginning of year		20,084,264			17,175,088			350,533			373,905
Net assets at end of year	$	15,777,531		$	20,084,264		$	280,406		$	350,533

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	P10 Sub-Account						PK8 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	119,523		$	3,007,508		$	230,141		$	380,365
Net realized gains (losses)		(4,215,017	)		(5,263,966	)		(495,524	)		(334,070	)
Net change in unrealized appreciation/(depreciation)		(124,679	)		2,439,707			(369,777	)		835,257
Increase (decrease) in net assets from operations		(4,220,173	)		183,249			(635,160	)		881,552
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		339,488			223,079			113,360			83,173
Transfers between Sub-Accounts (including the Fixed Account), net		(306,040	)		2,972,093			(100,961	)		(169,215	)
Withdrawals, surrenders, annuitizations and contract charges		(4,946,357	)		(5,031,798	)		(2,177,283	)		(1,912,229	)
Net accumulation activity		(4,912,909	)		(1,836,626	)		(2,164,884	)		(1,998,271	)
Annuitization Activity:
Annuitizations		93,477			—			—			—
Annuity payments and contract charges		(10,785	)		(130	)		(2,653	)		(1,428	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		109			174			1,682			1,423
Net annuitization activity		82,801			44			(971	)		(5	)
Net increase (decrease) from contract owner transactions		(4,830,108	)		(1,836,582	)		(2,165,855	)		(1,998,276	)
Total increase (decrease) in net assets		(9,050,281	)		(1,653,333	)		(2,801,015	)		(1,116,724	)
Net assets at beginning of year		31,374,446			33,027,779			10,501,720			11,618,444
Net assets at end of year	$	22,324,165		$	31,374,446		$	7,700,705		$	10,501,720

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	P20 Sub-Account						PD6 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	11,677		$	14,902		$	(44,260	)	$	2,534,298
Net realized gains (losses)		(10,855	)		(2,435	)		31,903,014			(2,456,912	)
Net change in unrealized appreciation/(depreciation)		(33,408	)		20,036			(61,692,049	)		56,810,365
Increase (decrease) in net assets from operations		(32,586	)		32,503			(29,833,295	)		56,887,751
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		10,702			1,031			2,279,834			1,242,285
Transfers between Sub-Accounts (including the Fixed Account), net		(2,752	)		157,850			(3,134,058	)		(16,237,735	)
Withdrawals, surrenders, annuitizations and contract charges		(77,582	)		(36,387	)		(67,876,727	)		(61,009,557	)
Net accumulation activity		(69,632	)		122,494			(68,730,951	)		(76,005,007	)
Annuitization Activity:
Annuitizations		—			—			—			—
Annuity payments and contract charges		—			—			(10,487	)		(11,212	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		—			—			(4,969	)		4,942
Net annuitization activity		—			—			(15,456	)		(6,270	)
Net increase (decrease) from contract owner transactions		(69,632	)		122,494			(68,746,407	)		(76,011,277	)
Total increase (decrease) in net assets		(102,218	)		154,997			(98,579,702	)		(19,123,526	)
Net assets at beginning of year		525,044			370,047			479,172,954			498,296,480
Net assets at end of year	$	422,826		$	525,044		$	380,593,252		$	479,172,954

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	P06 Sub-Account						P07 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	309,757		$	299,923		$	1,296,639		$	576,682
Net realized gains (losses)		(2,033,268	)		(1,302,302	)		(1,319,823	)		(1,105,974	)
Net change in unrealized appreciation/(depreciation)		185,992			1,856,393			(3,937,414	)		6,321,993
Increase (decrease) in net assets from operations		(1,537,519	)		854,014			(3,960,598	)		5,792,701
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		467,193			451,718			2,700,980			1,995,967
Transfers between Sub-Accounts (including the Fixed Account), net		(939,489	)		2,652,202			(4,717,636	)		7,648,683
Withdrawals, surrenders, annuitizations and contract charges		(7,261,832	)		(7,457,742	)		(28,536,400	)		(30,787,701	)
Net accumulation activity		(7,734,128	)		(4,353,822	)		(30,553,056	)		(21,143,051	)
Annuitization Activity:
Annuitizations		84,107			—			148,343			67,294
Annuity payments and contract charges		(73,847	)		(6,373	)		(98,188	)		(26,011	)
Transfers between Sub-Accounts, net		—			—			—			—
Adjustments to annuity reserves		(1,291	)		112			(9,951	)		23,767
Net annuitization activity		8,969			(6,261	)		40,204			65,050
Net increase (decrease) from contract owner transactions		(7,725,159	)		(4,360,083	)		(30,512,852	)		(21,078,001	)
Total increase (decrease) in net assets		(9,262,678	)		(3,506,069	)		(34,473,450	)		(15,285,300	)
Net assets at beginning of year		42,776,207			46,282,276			173,975,506			189,260,806
Net assets at end of year	$	33,513,529		$	42,776,207		$	139,502,056		$	173,975,506

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	PI3 Sub-Account						P72 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	(220,925	)	$	(349,739	)	$	(130,263	)	$	14,804
Net realized gains (losses)		574,464			17,623			1,276,193			1,098,491
Net change in unrealized appreciation/(depreciation)		(2,039,809	)		1,452,009			(2,419,747	)		1,183,356
Increase (decrease) in net assets from operations		(1,686,270	)		1,119,893			(1,273,817	)		2,296,651
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		35,327			80,239			205,600			(22,187	)
Transfers between Sub-Accounts (including the Fixed Account), net		(329,434	)		1,413,275			1,200,905			1,312,542
Withdrawals, surrenders, annuitizations and contract charges		(3,497,291	)		(2,919,507	)		(2,668,458	)		(3,199,305	)
Net accumulation activity		(3,791,398	)		(1,425,993	)		(1,261,953	)		(1,908,950	)
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		(3,791,398	)		(1,425,993	)		(1,261,953	)		(1,908,950	)
Total increase (decrease) in net assets		(5,477,668	)		(306,100	)		(2,535,770	)		387,701
Net assets at beginning of year		20,655,019			20,961,119			14,599,911			14,212,210
Net assets at end of year	$	15,177,351		$	20,655,019		$	12,064,141		$	14,599,911

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)

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

	W41 Sub-Account						W42 Sub-Account
	December 31, 2018			December 31, 2017			December 31, 2018			December 31, 2017
Operations:
Net investment income (loss)	$	(4,097	)	$	(4,818	)	$	(924	)	$	(873	)
Net realized gains (losses)		10,307			15,704			523			7,539
Net change in unrealized appreciation/(depreciation)		(38,996	)		59,629			432			1,455
Increase (decrease) in net assets from operations		(32,786	)		70,515			31			8,121
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received		—			2,303			7,585			313
Transfers between Sub-Accounts (including the Fixed Account), net		(4,884	)		(20,146	)		(1,043	)		(1,314	)
Withdrawals, surrenders, annuitizations and contract charges		(29,338	)		(59,587	)		(28,099	)		(399	)
Net accumulation activity		(34,222	)		(77,430	)		(21,557	)		(1,400	)
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		(34,222	)		(77,430	)		(21,557	)		(1,400	)
Total increase (decrease) in net assets		(67,008	)		(6,915	)		(21,526	)		6,721
Net assets at beginning of year		303,816			310,731			52,910			46,189
Net assets at end of year	$	236,808		$	303,816		$	31,384		$	52,910

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)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2018

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, Masters Prime 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 and is an investment company. Accordingly, the Variable Account follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 Financial Services – Investment Companies.

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
P13	Putnam VT Absolute Return 500 Fund Class IB	April 30, 2018
C89	Columbia Variable Portfolio - Loomis Sayles Growth Fund Class 1	May 1, 2018
C90	Columbia Variable Portfolio - Loomis Sayles Growth Fund Class 2	May 1, 2018
C58	Columbia Variable Portfolio - Select International Equity Fund Class 2	May 1, 2018
H24	Rational Dividend Capture VA Fund	November 1, 2018

There were no liquidated or merged Sub-Accounts during the current year.

- 116 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

1. BUSINESS AND ORGANIZATION (CONTINUED)

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
C59, C60, C58, C89, C90	April 29, 2016
M44, M40, M05, M44	August 11, 2014

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, 2018. 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.

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.

- 117 -

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.

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.

- 118 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Subsequent events

Management has evaluated events subsequent to December 31, 2018 noting there are no subsequent events requiring accounting adjustments or disclosure.

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, FASB ASC Topic 820, “Fair Value Measurements and Disclosures”, 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.    

The Variable Account uses the Funds’ closing net asset value to determine the fair value of its Sub-Accounts. As of December 31, 2018, the net assets held in the Variable Account were 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, 2018. There were no transfers between levels during the year ended December 31, 2018.

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.

- 119 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

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 Statements 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, 2018, the deduction is at an effective annual rate as follows:

	Level			Level			Level			Level			Level			Level			Level			Level			Level
	1			2			3			4			5			6			7			8			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	%		—			—			—			—			—			—			—			—
Masters Prime		0.85	%

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, Masters Flex II and Masters Prime. There are no distribution charges associated with the other contracts listed in Note 1.

- 120 -

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, Masters Choice II and Masters Prime 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 Statements 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, $30 in cash Masters Prime, $35 in the case of Regatta Extra and Regatta Platinum 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 Statements 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 Statements 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, Masters VII, and Masters Prime; 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 Statements 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	%

- 121 -

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 Statements 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 make this deduction 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.

- 122 -

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, 2018 were as follows:

	Purchases		Sales
AL1	$	5,536,146	$	10,748,393
AO5		5,243,431		17,811,270
AM2		1,069,356		1,178,294
A98		6,291,812		7,062,593
A74		3,949,820		3,278,922
B18		35,365,024		86,594,698
C71		13,057		22,785
C59		992		12,734
C60		4,609,721		18,245,266
C89		123,338		69,547
C90		1,815,040		5,781,263
C58		957,408		1,178,128
FD7		21,551,084		27,015,280
F24		28,017,385		45,787,280
F88		222,318		487,023
FB9		1,403,068		2,732,848
F15		1,844,672		4,550,019
F41		18,952,506		24,398,779
FE3		35,271,938		52,825,787
T21		4,182,537		5,692,670
T20		11,939,902		17,840,199
FE6		2,555,032		7,189,038
T59		945,901		1,539,719
F56		3,179,814		3,754,579
F59		7,101,051		20,656,614
FF0		167,546		487,459
F54		13,778,620		30,425,408
FG8		31,175		24,516
F53		7,259,244		8,670,579
FJ9		178,250		486,311
T28		1,298,180		4,221,642
FJ0		21,452		63,318
H24		98,768		431,567
H32		199,007		568,191
V35		1,807,456		2,884,938

- 123 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

7. INVESTMENT PURCHASES AND SALES (CONTINUED)

	Purchases		Sales
V13	$	7,432,491	$	9,389,099
V11		15,378,539		24,604,621
AC1		576,184		654,633
J88		5,600,585		12,898,259
J94		5,690,388		3,892,453
L11		8,164,235		10,174,303
L18		6,441,480		7,071,523
L17		8,093,392		8,701,875
M07		27,973,610		55,466,626
M35		29,230,266		70,081,522
M31		14,520,910		21,884,611
M80		5,742,960		7,521,818
MF1		5,017,096		4,650,866
M41		7,698,132		9,461,756
M05		9,119,364		10,407,439
M42		10,064,275		14,219,272
M89		33,976,957		123,243,819
M82		20,217,519		34,195,580
M44		3,387,873		17,962,746
M40		4,397,441		17,588,958
M83		30,877,082		47,189,972
M08		17,804,686		30,943,834
MB6		31,895,906		46,043,232
MB7		9,776,146		15,494,298
MC0		3,936,900		8,418,661
MA0		17,722,158		41,686,613
MC2		14,536,485		17,637,367
MC1		12,182,393		11,454,406
MC3		1,066,787		3,815,211
MA1		3,520,195		5,766,308
MC4		402,037		1,720,010
MC5		151,801		341,433
MC6		4,481,988		9,477,271
MC7		270,546		835,821
MC8		7,326,097		14,520,413
MC9		840,805		1,695,544
MD0		3,694,163		7,006,477
M92		39,182,939		119,408,539
M96		7,917,052		16,603,571
MD2		15,117,576		46,970,277
MA6		6,798,763		11,007,271
MA3		4,500,566		11,224,158
M97		6,097,957		6,858,377
MD5		4,429,804		5,075,755
M98		2,460,810		7,136,352
M93		7,867,067		19,477,214
MD6		25,302,943		52,388,901
MB3		3,421,960		8,195,605
MD8		16,956,508		24,060,469

- 124 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

7. INVESTMENT PURCHASES AND SALES (CONTINUED)

	Purchases		Sales
MD9	$	51,992,629	$	67,768,735
ME2		1,552,147		3,085,370
ME3		5,882,334		9,746,046
MA5		3,012,614		4,341,576
MA7		435,265		969,717
ME4		2,511,248		4,202,490
MA2		484,145		984,140
MF3		13,015,645		20,071,939
MF5		38,129,668		102,084,837
MF6		230,366		555,580
MF7		6,540,712		18,935,585
MF9		41,563,435		77,561,934
MG1		13,937,125		36,829,912
MF2		12,444,897		58,085,423
MG2		10,198,222		31,993,744
MG3		4,045,776		6,350,127
MG4		4,305,220		8,395,238
MG6		123,416,475		277,470,425
MG7		2,965,021		3,301,059
V44		6,242,156		4,218,046
V43		4,191,536		3,961,494
O19		2,992,341		4,509,455
O23		1,016,625		1,631,800
O20		4,738,980		6,172,832
O21		23,659,571		38,601,345
O04		1,313,072		1,910,929
PH2		111,788		183,387
P08		2,284,165		5,340,306
PC0		1,444,182		4,241,101
P70		34,556		52,328
P10		2,738,386		7,448,758
PK8		1,176,903		3,113,042
P20		48,266		106,221
PD6		46,452,705		83,649,443
P06		2,953,063		10,368,411
P07		14,411,410		41,819,685
PI3		1,983,855		5,254,097
P72		3,708,864		4,474,335
W41		62,017		70,820
W42		21,432		30,759

- 125 -

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, 2018 were as follows:

	Units		Units		Net Increase
	Issued		Redeemed		(Decrease)
AL1		134,287		701,601		(567,314	)
AO5		407,618		1,441,950		(1,034,332	)
AM2		128,144		129,296		(1,152	)
A98		871,819		884,210		(12,391	)
A74		149,898		147,574		2,324
B18		1,231,342		5,269,642		(4,038,300	)
C71		416		968		(552	)
C59		114		891		(777	)
C60		454,897		1,327,459		(872,562	)
C89		8,527		4,624		3,903
C90		156,981		412,517		(255,536	)
C58		76,713		97,028		(20,315	)
FD7		982,399		1,562,785		(580,386	)
F24		895,837		2,376,468		(1,480,631	)
F88		7,867		28,681		(20,814	)
FB9		43,351		153,012		(109,661	)
F15		63,035		260,091		(197,056	)
F41		626,702		1,178,590		(551,888	)
FE3		1,472,322		3,556,874		(2,084,552	)
T21		299,988		374,858		(74,870	)
T20		563,052		868,538		(305,486	)
FE6		72,570		460,642		(388,072	)
T59		94,388		142,878		(48,490	)
F56		71,322		154,939		(83,617	)
F59		346,073		1,412,978		(1,066,905	)
FF0		5,565		31,892		(26,327	)
F54		329,682		1,238,796		(909,114	)
FG8		1,135		1,419		(284	)
F53		91,852		226,966		(135,114	)
FJ9		2,748		22,566		(19,818	)
T28		79,559		299,161		(219,602	)
FJ0		1,357		5,240		(3,883	)
H24		4,487		29,419		(24,932	)

- 126 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

8. CHANGES IN UNITS OUTSTANDING (CONTINUED)

	Units		Units		Net Increase
	Issued		Redeemed		(Decrease)
H32		8,613		30,835		(22,222	)
V35		58,249		147,202		(88,953	)
V13		300,263		535,750		(235,487	)
V11		670,395		1,410,942		(740,547	)
AC1		36,589		43,536		(6,947	)
J88		528,835		1,278,284		(749,449	)
J94		191,191		180,266		10,925
L11		796,474		953,662		(157,188	)
L18		73,517		259,662		(186,145	)
L17		116,136		341,307		(225,171	)
M07		1,017,977		4,394,642		(3,376,665	)
M35		938,732		5,323,146		(4,384,414	)
M31		273,952		747,122		(473,170	)
M80		114,199		210,953		(96,754	)
MF1		167,684		410,754		(243,070	)
M41		156,462		352,700		(196,238	)
M05		252,884		748,984		(496,100	)
M42		317,335		795,571		(478,236	)
M89		2,731,278		11,728,186		(8,996,908	)
M82		369,532		1,772,430		(1,402,898	)
M44		412,623		1,784,249		(1,371,626	)
M40		414,598		1,640,484		(1,225,886	)
M83		983,703		2,942,816		(1,959,113	)
M08		721,408		1,911,360		(1,189,952	)
MB6		386,031		1,483,882		(1,097,851	)
MB7		153,914		522,021		(368,107	)
MC0		129,282		391,368		(262,086	)
MA0		952,795		2,486,450		(1,533,655	)
MC2		164,101		607,307		(443,206	)
MC1		408,647		542,129		(133,482	)
MC3		47,432		127,574		(80,142	)
MA1		246,139		357,663		(111,524	)
MC4		27,201		96,068		(68,867	)
MC5		10,836		23,469		(12,633	)
MC6		61,221		271,361		(210,140	)
MC7		9,837		29,634		(19,797	)
MC8		132,346		581,321		(448,975	)
MC9		24,493		73,970		(49,477	)
MD0		71,539		239,434		(167,895	)
M92		1,462,806		9,163,496		(7,700,690	)
M96		407,761		924,658		(516,897	)
MD2		1,069,015		3,758,310		(2,689,295	)
MA6		224,162		462,718		(238,556	)
MA3		143,235		541,740		(398,505	)

- 127 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

8. CHANGES IN UNITS OUTSTANDING (CONTINUED)

	Units		Units		Net Increase
	Issued		Redeemed		(Decrease)
M97		133,066		281,803		(148,737	)
MD5		202,504		318,935		(116,431	)
M98		60,374		184,248		(123,874	)
M93		440,732		1,111,294		(670,562	)
MD6		2,075,854		3,958,183		(1,882,329	)
MB3		59,492		304,184		(244,692	)
MD8		1,757,546		2,374,027		(616,481	)
MD9		6,585,723		8,239,542		(1,653,819	)
ME2		47,370		146,234		(98,864	)
ME3		250,936		442,784		(191,848	)
MA5		124,684		223,983		(99,299	)
MA7		16,025		51,680		(35,655	)
ME4		115,844		280,690		(164,846	)
MA2		11,323		30,964		(19,641	)
MF3		339,420		976,609		(637,189	)
MF5		892,881		6,128,409		(5,235,528	)
MF6		5,085		19,378		(14,293	)
MF7		310,004		1,049,062		(739,058	)
MF9		796,483		3,343,563		(2,547,080	)
MG1		1,225,399		3,112,952		(1,887,553	)
MF2		1,232,615		5,867,500		(4,634,885	)
MG2		1,208,275		3,433,369		(2,225,094	)
MG3		124,496		297,934		(173,438	)
MG4		151,319		399,938		(248,619	)
MG6		2,597,158		13,982,208		(11,385,050	)
MG7		66,290		120,707		(54,417	)
V44		187,047		172,320		14,727
V43		140,270		186,545		(46,275	)
O19		78,257		161,542		(83,285	)
O23		66,883		152,836		(85,953	)
O20		137,929		227,565		(89,636	)
O21		361,949		1,397,427		(1,035,478	)
O04		18,757		48,665		(29,908	)
PH2		3,094		12,204		(9,110	)
P08		124,585		345,680		(221,095	)
PC0		88,861		346,030		(257,169	)
P70		5,848		9,368		(3,520	)
P10		527,137		1,360,136		(832,999	)
PK8		47,732		121,934		(74,202	)
P20		2,445		8,408		(5,963	)
PD6		963,822		6,407,267		(5,443,445	)
P06		175,093		676,852		(501,759	)
P07		809,097		2,685,153		(1,876,056	)
PI3		146,684		501,848		(355,164	)
P72		143,060		194,936		(51,876	)
W41		1,378		2,474		(1,096	)
W42		307		1,173		(866	)

- 128 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

8. CHANGES IN UNITS OUTSTANDING (CONTINUED)

The changes in units outstanding for the year ended December 31, 2017 were as follows:

	Units		Units		Net Increase
	Issued		Redeemed		(Decrease)
AL1		201,244		774,871		(573,627	)
AO5		435,609		1,557,568		(1,121,959	)
AM2		69,063		257,963		(188,900	)
A98		120,231		1,159,158		(1,038,927	)
A74		403,403		330,956		72,447
B18		925,883		6,252,130		(5,326,247	)
C71		153		988		(835	)
C59		565		43,684		(43,119	)
C60		329,968		1,729,693		(1,399,725	)
C89		4,995		7,776		(2,781	)
C90		210,208		749,228		(539,020	)
C58		36,233		167,432		(131,199	)
FD7		949,574		1,357,963		(408,389	)
F24		517,152		2,678,268		(2,161,116	)
F88		41,893		72,505		(30,612	)
FB9		68,010		246,715		(178,705	)
F15		49,422		387,749		(338,327	)
F41		362,536		1,445,723		(1,083,187	)
FE3		747,113		5,032,458		(4,285,345	)
T21		86,084		741,726		(655,642	)
T20		306,287		1,285,315		(979,028	)
FE6		150,280		371,858		(221,578	)
T59		188,740		200,917		(12,177	)
F56		33,180		249,241		(216,061	)
F59		409,565		1,400,365		(990,800	)
FF0		8,889		26,354		(17,465	)
F54		508,006		1,484,649		(976,643	)
FG8		1,070		1,379		(309	)
F53		126,291		272,860		(146,569	)
FJ9		2,719		5,339		(2,620	)
T28		167,686		403,093		(235,407	)
FJ0		3,030		8,475		(5,445	)
H24		10,187		24,585		(14,398	)

- 129 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

8. CHANGES IN UNITS OUTSTANDING (CONTINUED)

	Units		Units		Net Increase
	Issued		Redeemed		(Decrease)
H32		2,190		34,500		(32,310	)
V35		53,996		177,609		(123,613	)
V13		311,808		640,616		(328,808	)
V11		1,180,659		1,344,532		(163,873	)
AC1		39,611		48,832		(9,221	)
J88		1,195,432		1,172,559		22,873
J94		173,703		187,982		(14,279	)
L11		555,634		1,299,041		(743,407	)
L18		55,342		277,743		(222,401	)
L17		190,202		326,756		(136,554	)
M07		1,669,519		4,830,785		(3,161,266	)
M35		1,065,798		6,024,806		(4,959,008	)
M31		198,926		835,604		(636,678	)
M80		102,499		287,719		(185,220	)
MF1		159,399		436,155		(276,756	)
M41		89,594		398,451		(308,857	)
M05		283,084		858,649		(575,565	)
M42		225,404		1,016,096		(790,692	)
M89		5,097,748		8,942,668		(3,844,920	)
M82		282,071		2,494,556		(2,212,485	)
M44		560,480		2,183,355		(1,622,875	)
M40		884,509		2,239,479		(1,354,970	)
M83		1,220,164		4,350,047		(3,129,883	)
M08		520,240		1,949,783		(1,429,543	)
MB6		447,213		1,703,087		(1,255,874	)
MB7		198,090		826,363		(628,273	)
MC0		236,842		435,262		(198,420	)
MA0		1,394,887		1,779,829		(384,942	)
MC2		212,304		749,986		(537,682	)
MC1		365,194		619,706		(254,512	)
MC3		66,336		131,301		(64,965	)
MA1		175,294		435,796		(260,502	)
MC4		50,793		131,107		(80,314	)
MC5		17,412		58,764		(41,352	)
MC6		119,464		267,618		(148,154	)
MC7		12,186		30,045		(17,859	)
MC8		117,040		617,585		(500,545	)
MC9		15,371		97,530		(82,159	)
MD0		97,233		335,806		(238,573	)
M92		1,762,851		8,306,295		(6,543,444	)
M96		573,051		883,017		(309,966	)
MD2		1,662,524		3,532,249		(1,869,725	)
MA6		225,867		438,194		(212,327	)
MA3		216,437		612,494		(396,057	)

- 130 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

8. CHANGES IN UNITS OUTSTANDING (CONTINUED)

	Units		Units		Net Increase
	Issued		Redeemed		(Decrease)
M97		125,888		363,124		(237,236	)
MD5		189,172		371,615		(182,443	)
M98		97,920		244,045		(146,125	)
M93		375,190		2,102,753		(1,727,563	)
MD6		615,090		2,698,976		(2,083,886	)
MB3		85,635		361,177		(275,542	)
MD8		1,820,395		2,172,667		(352,272	)
MD9		7,966,460		11,557,986		(3,591,526	)
ME2		41,430		215,766		(174,336	)
ME3		159,766		764,300		(604,534	)
MA5		140,063		258,432		(118,369	)
MA7		30,196		126,353		(96,157	)
ME4		136,786		300,293		(163,507	)
MA2		4,196		7,222		(3,026	)
MF3		375,450		988,024		(612,574	)
MF5		1,582,642		8,465,443		(6,882,801	)
MF6		25,930		39,890		(13,960	)
MF7		294,808		975,561		(680,753	)
MF9		1,348,736		4,531,827		(3,183,091	)
MG1		1,265,493		2,297,200		(1,031,707	)
MF2		3,418,575		5,902,607		(2,484,032	)
MG2		1,708,527		2,644,406		(935,879	)
MG3		154,685		401,966		(247,281	)
MG4		165,674		342,510		(176,836	)
MG6		2,354,432		15,068,612		(12,714,180	)
MG7		169,461		120,684		48,777
V44		169,065		126,833		42,232
V43		70,496		176,362		(105,866	)
O19		42,180		223,577		(181,397	)
O23		163,610		145,252		18,358
O20		134,227		308,406		(174,179	)
O21		370,361		2,008,360		(1,637,999	)
O04		53,941		95,525		(41,584	)
PH2		16,978		5,123		11,855
P08		360,933		387,511		(26,578	)
PC0		294,046		219,869		74,177
P70		13,544		18,223		(4,679	)
P10		1,012,730		1,316,720		(303,990	)
PK8		38,019		104,807		(66,788	)
P20		14,663		4,568		10,095
PD6		820,829		7,106,737		(6,285,908	)
P06		305,626		583,678		(278,052	)
P07		1,164,647		2,430,350		(1,265,703	)
PI3		638,587		765,819		(127,232	)
P72		286,211		375,328		(89,117	)
W41		968		4,235		(3,267	)
W42		16		74		(58	)

- 131 -

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.

- 132 -

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,
										Investment
			Unit Value					Net		Income			Expense Ratio
	Units		lowest to highest4					Assets		Ratio1			lowest to highest2						Total Return3
AL1
2018		2,724,315	$	15.3649	to	$	12.9921	$	37,903,067		1.65	%		0.65	%	to	2.25	%		(7.02	%)	to	(8.51	%)
2017		3,291,629		16.5251	to		14.2013		49,750,511		1.79			0.65		to	2.25			14.87		to	13.04
2016		3,865,256		14.3855	to		12.5630		51,387,951		1.79			0.65		to	2.25			3.76		to	2.09
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
AO5
2018		6,428,769		12.3054	to		10.6142		73,598,916		1.58			0.65		to	2.55			(7.95	)	to	(9.71	)
2017		7,463,101		13.3685	to		11.7555		93,739,200		1.77			0.65		to	2.55			13.58		to	11.43
2016		8,585,060		11.7699	to		10.5496		95,788,842		0.56			0.65		to	2.55			2.69		to	0.73
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
AM2
2018		523,391		8.4878	to		7.7730		4,303,059		0.42			1.35		to	2.15			(18.72	)	to	(19.38	)
2017		524,543		10.4423	to		9.6410		5,325,012		0.90			1.35		to	2.15			32.83		to	31.76
2016		713,443		7.8616	to		7.3171		5,466,235		—			1.35		to	2.15			(8.32	)	to	(9.07	)
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	)
A98
2018		4,082,299		6.8457	to		6.2693		26,841,883		1.07			1.30		to	2.10			(23.98	)	to	(24.60	)
2017		4,094,690		9.0054	to		8.1495		35,557,688		1.85			1.30		to	2.10			23.48		to	22.24
2016		5,133,617		7.2932	to		6.6668		36,247,936		1.05			1.30		to	2.30			(2.09	)	to	(3.08	)
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	)
A74
2018		598,129		20.0747	to		17.7721		11,122,134		0.22			0.65		to	2.30			(15.85	)	to	(17.24	)
2017		595,805		23.8553	to		21.4756		13,307,996		0.27			0.65		to	2.30			12.12		to	10.27
2016		523,358		21.2769	to		19.4750		10,562,629		0.42			0.65		to	2.30			23.98		to	21.92
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
B18
2018		25,781,054		13.1029	to		14.0473		390,316,328		0.81			0.65		to	2.35			(8.18	)	to	(9.75	)
2017		29,819,354		14.2705	to		15.5648		496,768,753		1.22			0.65		to	2.35			12.97		to	11.06
2016		35,145,601		12.6320	to		14.0152		523,480,827		1.15			0.65		to	2.35			3.13		to	1.37
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	)
C655
2016		—		9.8054	to		12.3340		—		0.80			1.30		to	2.10			(4.24	)	to	(4.49	)
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	)
C616
2016		—		17.1122	to		16.0816		—		—			1.35		to	1.90			(6.80	)	to	(6.97	)
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

- 133 -

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,
										Investment
								Net		Income		Expense Ratio
	Units		Unit Value4					Assets		Ratio1		lowest to highest2						Total Return3
C627
2016		—	$	15.5095	to	$	11.8811	$	—		—		0.65	%	to	2.30	%		(6.66	%)	to	(7.17	%)
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
C638
2014		—		—	to		—		1		0.04		1.65		to	1.75			7.62		to	7.51
C649
2016		—		17.4651	to		14.6266		—		0.19		0.65		to	2.25			(0.66	)	to	(1.19	)
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
C71
2018		979		18.9315	to		18.4082		18,507		0.20		1.65		to	1.85			(19.52	)	to	(19.69	)
2017		1,531		23.8314	to		22.9200		35,534		0.33		1.65		to	1.85			12.23		to	11.89
2016		2,366		21.2353	to		20.4850		49,461		0.39		1.55		to	1.85			30.68		to	30.29
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
C59
2018		3,329		12.4742	to		12.3734		41,354		—		1.55		to	1.85			(5.43	)	to	(5.72	)
2017		4,106		13.2350	to		13.1127		54,028		—		1.55		to	1.85			26.41		to	25.72
2016		47,225		10.4695	to		10.5251		493,355		—		1.35		to	2.10			4.70		to	5.25
C60
2018		4,251,960		12.7053	to		12.2179		52,539,863		—		0.65		to	2.10			(4.76	)	to	(6.15	)
2017		5,124,522		13.3407	to		12.9747		67,191,797		—		0.65		to	2.10			27.01		to	24.92
2016		6,524,247		10.5036	to		10.3862		68,050,656		—		0.65		to	2.30			5.04		to	3.86
C89
2018		8,279		13.2139	to		13.0013		107,634		—		1.35		to	1.95			(3.72	)	to	(4.30	)
2017		4,376		13.7243	to		13.6550		59,794		—		1.35		to	1.65			31.24		to	30.85
2016		7,157		10.4571	to		10.4571		74,841		—		1.35		to	1.35			4.57		to	4.57
C90
2018		1,225,771		13.3747	to		12.8616		15,948,283		—		0.65		to	2.10			(3.29	)	to	(4.70	)
2017		1,481,307		13.8294	to		13.4615		20,174,133		—		0.65		to	2.10			31.83		to	29.72
2016		2,020,327		10.4906	to		10.3770		21,055,048		—		0.65		to	2.25			4.91		to	3.77
C58
2018		464,423		10.0185	to		9.8039		4,605,013		2.57		1.30		to	2.10			(17.90	)	to	(18.56	)
2017		484,738		12.2025	to		12.0386		5,875,958		1.89		1.30		to	2.10			25.54		to	24.53
2016		615,937		9.8447	to		9.6674		5,971,463		1.10		1.30		to	2.10			(1.55	)	to	(3.33	)
FD7
2018		5,648,699		17.6458	to		15.3970		93,952,498		1.26		0.65		to	2.25			(5.06	)	to	(6.59	)
2017		6,229,085		18.5872	to		16.4832		110,189,532		1.29		0.65		to	2.25			15.36		to	13.52
2016		6,637,474		16.1118	to		14.5197		102,788,152		1.13		0.65		to	2.25			6.28		to	4.57
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
F24
2018		7,364,127		21.1113	to		16.7628		133,455,014		0.43		0.65		to	2.35			(7.25	)	to	(8.83	)
2017		8,844,758		22.7613	to		18.3870		174,643,966		0.75		0.65		to	2.35			20.80		to	18.75
2016		11,005,874		18.8423	to		15.4835		181,782,257		0.58		0.65		to	2.35			7.03		to	5.20
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
F88
2018		156,217		15.8877	to		14.3697		2,352,321		1.34		1.35		to	2.10			(5.56	)	to	(6.27	)
2017		177,031		16.8227	to		15.3314		2,838,467		1.24		1.35		to	2.10			11.28		to	10.44
2016		207,643		15.1173	to		13.8816		3,001,549		1.27		1.35		to	2.10			3.81		to	3.02
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
FB9
2018		732,093		16.4691	to		14.5012		11,440,547		1.33		1.30		to	2.25			(6.52	)	to	(7.41	)
2017		841,754		17.6171	to		15.6620		14,133,977		1.18		1.30		to	2.25			13.31		to	12.24
2016		1,020,459		15.5472	to		13.9546		15,173,885		1.17		1.30		to	2.25			4.20		to	3.20
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

- 134 -

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,
										Investment
								Net		Income			Expense Ratio
	Units		Unit Value4					Assets		Ratio1			lowest to highest2						Total Return3
F15
2018		1,155,984	$	16.5860	to	$	14.5061	$	18,320,292		1.21	%		1.30	%	to	2.30	%		(7.30	%)	to	(8.24	%)
2017		1,353,040		17.8926	to		15.8083		23,206,885		1.20			1.30		to	2.30			14.76		to	13.61
2016		1,691,367		15.5919	to		13.9150		25,385,912		1.20			1.30		to	2.30			4.43		to	3.37
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
F41
2018		4,372,262		17.0599	to		16.3429		76,689,077		0.41			0.65		to	2.25			(15.33	)	to	(16.69	)
2017		4,924,150		20.1484	to		19.6170		103,099,597		0.48			0.65		to	2.25			19.76		to	17.85
2016		6,007,337		16.8246	to		15.6761		106,126,074		0.28			0.65		to	2.30			11.20		to	3.49
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
FE3
2018		16,366,264		13.3179	to		12.2318		223,656,663		2.11			0.65		to	2.55			(11.13	)	to	(12.83	)
2017		18,450,816		14.9865	to		14.0320		286,667,341		0.99			0.65		to	2.55			13.83		to	11.68
2016		22,736,161		13.1653	to		12.5649		313,290,374		0.53			0.65		to	2.55			4.49		to	2.49
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	)
T21
2018		1,493,950		14.4474	to		12.6351		20,434,049		0.86			1.30		to	2.30			(16.89	)	to	(17.73	)
2017		1,568,820		17.3842	to		15.3587		25,935,308		0.99			1.30		to	2.30			38.59		to	37.20
2016		2,224,462		12.5433	to		11.1941		26,654,823		0.83			1.30		to	2.30			15.92		to	14.74
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	)
T20
2018		4,384,314		15.1872	to		16.0195		77,842,413		2.62			1.30		to	2.50			(16.54	)	to	(17.56	)
2017		4,689,800		18.1981	to		19.4305		100,198,304		2.57			1.30		to	2.50			15.18		to	13.80
2016		5,668,828		15.7992	to		17.0744		105,713,504		2.01			1.30		to	2.50			5.78		to	4.50
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	)
FE6
2018		1,866,104		13.7288	to		12.0292		24,844,546		2.98			1.35		to	2.55			(10.87	)	to	(11.95	)
2017		2,254,176		15.4036	to		13.6620		33,745,241		2.69			1.35		to	2.55			10.47		to	9.15
2016		2,475,754		13.9431	to		12.5173		33,663,567		3.95			1.35		to	2.55			11.65		to	10.29
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
T59
2018		471,209		11.3537	to		9.8660		4,917,758		—			0.65		to	2.55			1.23		to	(0.70	)
2017		519,699		11.2156	to		9.9355		5,415,144		—			0.65		to	2.55			1.10		to	(0.81	)
2016		531,876		11.0934	to		10.0171		5,559,572		—			0.65		to	2.55			2.20		to	0.25
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	)
F56
2018		740,601		15.5885	to		18.3774		14,774,999		1.96			1.30		to	2.25			(15.96	)	to	(16.77	)
2017		824,218		18.5490	to		22.0791		19,669,139		1.63			1.30		to	2.25			16.97		to	15.85
2016		1,040,279		15.8582	to		19.0576		21,317,014		2.04			1.30		to	2.25			8.19		to	7.15
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	)
F59
2018		4,124,136		14.9993	to		12.8840		57,532,026		4.88			0.65		to	2.30			(4.93	)	to	(6.51	)
2017		5,191,041		15.7769	to		13.7804		76,940,338		4.16			0.65		to	2.30			8.96		to	7.17
2016		6,181,841		14.4793	to		12.8587		84,955,589		4.95			0.65		to	2.30			13.28		to	11.40
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

- 135 -

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,
										Investment
								Net		Income			Expense Ratio
	Units		Unit Value4					Assets		Ratio1			lowest to highest2						Total Return3
FF0
2018		130,886	$	13.9607	to	$	13.2072	$	1,804,932		4.63	%		1.35	%	to	2.10	%		(5.71	%)	to	(6.42	%)
2017		157,213		14.8062	to		14.1139		2,301,820		3.85			1.35		to	2.10			8.08		to	7.26
2016		174,678		13.6995	to		13.1580		2,367,221		4.61			1.35		to	2.10			12.33		to	11.48
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
F54
2018		5,410,743		16.8922	to		18.0108		118,801,510		2.29			0.65		to	2.55			(9.66	)	to	(11.38	)
2017		6,319,857		18.6985	to		20.3246		155,223,568		2.18			0.65		to	2.55			7.65		to	5.61
2016		7,296,500		17.3704	to		19.2457		168,372,832		1.98			0.65		to	2.55			15.30		to	13.10
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
FG8
2018		17,157		16.2532	to		15.4333		274,591		2.27			1.35		to	2.05			(10.39	)	to	(11.02	)
2017		17,441		18.1374	to		17.3450		312,227		2.13			1.35		to	2.05			6.80		to	6.05
2016		17,750		16.9831	to		16.3559		298,131		1.91			1.35		to	2.05			14.38		to	13.56
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
F53
2018		693,799		19.6805	to		26.3599		22,434,949		0.90			0.65		to	2.55			(13.45	)	to	(15.10	)
2017		828,913		22.7376	to		31.0472		31,372,808		0.52			0.65		to	2.55			9.93		to	7.85
2016		975,482		20.6828	to		28.7869		33,974,255		0.83			0.65		to	2.55			29.34		to	26.87
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	)
FJ9
2018		21,789		18.7476	to		17.8018		400,380		0.79			1.35		to	2.05			(14.19	)	to	(14.79	)
2017		41,607		21.8470	to		20.8925		899,453		0.44			1.35		to	2.05			9.08		to	8.31
2016		44,227		20.0288	to		19.2891		877,516		0.65			1.35		to	2.05			28.36		to	27.45
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	)
T28
2018		930,820		12.2867	to		12.8155		12,748,164		2.76			0.65		to	2.25			(2.77	)	to	(4.34	)
2017		1,150,422		12.6373	to		13.3963		16,389,786		2.97			0.65		to	2.25			3.88		to	2.22
2016		1,385,829		12.1651	to		13.1050		19,230,035		3.46			0.65		to	2.25			7.24		to	5.51
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	)
FJ0
2018		19,416		11.4511	to		10.8734		220,573		2.44			1.35		to	2.05			(3.56	)	to	(4.24	)
2017		23,299		11.8738	to		11.3549		274,294		2.49			1.35		to	2.05			3.06		to	2.33
2016		28,744		11.5214	to		11.0959		329,206		3.06			1.35		to	2.05			6.41		to	5.65
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	)
HBF10
2014		—		—	to		—		—		3.15			1.35		to	2.10			0.29		to	—

- 136 -

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,
										Investment
								Net		Income			Expense Ratio
	Units		Unit Value4					Assets		Ratio1			lowest to highest2						Total Return3
H24
2018		63,919	$	13.6922	to	$	12.8733	$	858,394		3.63	%		1.35	%	to	1.90	%		(5.86	%)	to	(6.39	%)
2017		88,851		14.5448	to		13.7514		1,272,105		3.12			1.35		to	1.90			(2.91	)	to	(3.45	)
2016		103,249		14.9810	to		14.2426		1,527,346		4.49			1.35		to	1.90			5.52		to	4.94
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
HVG11
2014		—		—	to		—		—		0.13			1.35		to	1.90			(3.00	)	to	(3.20	)
HVI12
2014		—		—	to		—		—		5.00			1.35		to	2.10			6.41		to	6.03
H2713
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	)
HVC14
2014		—		—	to		—		—		0.52			1.35		to	2.10			2.14		to	1.78
HVS15
2014		—		—	to		—		—		3.60			1.35		to	2.10			0.48		to	0.19
HRS16
2014		—		—	to		—		—		2.83			1.35		to	2.10			(2.24	)	to	(2.52	)
HVR17
2014		—		—	to		—		—		0.23			1.35		to	2.10			(1.42	)	to	(1.70	)
H32
2018		68,180		15.7616	to		14.4888		1,054,406		0.66			1.35		to	2.10			(8.44	)	to	(9.13	)
2017		90,402		17.2141	to		15.9449		1,530,826		0.52			1.35		to	2.10			15.94		to	15.07
2016		122,712		14.8475	to		13.8570		1,796,035		0.62			1.35		to	2.10			9.51		to	8.67
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	)
V35
2018		311,378		16.8049	to		15.4750		5,050,033		0.18			1.35		to	2.10			(14.05	)	to	(14.70	)
2017		400,331		19.5512	to		18.1415		7,594,507		0.58			1.35		to	2.10			8.21		to	7.39
2016		523,944		18.0681	to		15.3400		9,219,910		0.11			1.35		to	2.10			13.66		to	12.80
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

- 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,
										Investment
								Net		Income			Expense Ratio
	Units		Unit Value4					Assets		Ratio1			lowest to highest2						Total Return3
V13
2018		1,544,863	$	20.1003	to	$	13.7074	$	23,624,426		1.36	%		0.65	%	to	2.55	%		(12.94	%)	to	(14.60	%)
2017		1,780,350		23.0876	to		16.0509		31,650,617		1.95			0.65		to	2.55			16.81		to	14.60
2016		2,109,158		19.7645	to		14.0059		32,417,640		1.29			0.65		to	2.55			16.23		to	14.00
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
V11
2018		5,321,052		16.9917	to		15.5479		87,367,855		1.92			0.65		to	2.10			(10.32	)	to	(11.62	)
2017		6,061,599		18.9464	to		17.5930		112,135,840		1.47			0.65		to	2.10			10.06		to	8.47
2016		6,225,472		17.2143	to		16.2194		105,689,244		1.61			0.65		to	2.10			14.09		to	12.42
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
AC1
2018		193,849		12.8226	to		12.1304		2,426,299		1.77			1.35		to	2.10			(16.35	)	to	(16.99	)
2017		200,796		15.3295	to		14.6127		3,015,957		1.22			1.35		to	2.10			21.08		to	20.17
2016		210,017		12.6609	to		12.1604		2,613,067		1.15			1.35		to	2.10			(2.04	)	to	(2.78	)
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	)
J88
2018		3,741,153		10.9890	to		9.8743		38,269,637		2.30			0.65		to	2.10			(0.88	)	to	(2.32	)
2017		4,490,602		11.0863	to		9.9802		46,803,470		2.39			0.65		to	2.10			2.63		to	0.94
2016		4,467,729		10.8018	to		9.8869		45,830,587		2.50			0.65		to	2.30			1.17		to	(0.51	)
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
J94
2018		606,692		22.7832	to		20.4724		12,883,908		0.62			0.65		to	2.10			(7.03	)	to	(8.39	)
2017		595,767		24.5064	to		22.3467		13,758,720		0.69			0.65		to	2.10			21.25		to	19.50
2016		610,046		20.2108	to		18.7003		11,727,631		0.71			0.65		to	2.10			9.97		to	8.37
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
L11
2018		3,351,309		9.1367	to		8.5174		30,828,463		1.85			0.65		to	2.35			(19.09	)	to	(20.47	)
2017		3,508,497		11.2922	to		10.7098		40,317,841		1.68			0.65		to	2.35			27.00		to	24.85
2016		4,251,904		8.8917	to		8.5784		38,857,707		1.00			0.65		to	2.35			19.99		to	17.94
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	)
L18
2018		834,547		20.1504	to		21.7574		20,439,006		—			0.65		to	2.50			(3.52	)	to	(5.32	)
2017		1,020,692		20.8862	to		22.9788		26,220,456		—			0.65		to	2.50			22.11		to	19.86
2016		1,243,093		17.1039	to		19.1710		26,470,868		—			0.65		to	2.50			0.58		to	(1.30	)
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
L17
2018		1,358,769		18.5489	to		21.0581		31,371,127		1.43			0.65		to	2.30			(8.76	)	to	(10.27	)
2017		1,583,940		20.3289	to		23.4681		40,528,331		1.01			0.65		to	2.30			11.85		to	10.00
2016		1,720,494		18.1758	to		21.3338		39,783,024		1.08			0.65		to	2.30			14.99		to	13.08
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

- 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,
										Investment
								Net		Income			Expense Ratio
	Units		Unit Value4					Assets		Ratio1			lowest to highest2						Total Return3
M07
2018		23,372,110	$	12.6662	to	$	12.1847	$	291,492,108		2.16	%		1.15	%	to	1.85	%		(6.69	%)	to	(7.36	%)
2017		26,748,775		13.5747	to		13.1528		358,797,486		2.33			1.15		to	1.85			11.02		to	10.23
2016		29,910,041		12.2267	to		11.9316		362,343,544		2.88			1.15		to	1.85			7.85		to	7.08
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
M35
2018		23,179,177		12.8336	to		11.5711		281,998,243		1.94			0.65		to	2.55			(6.49	)	to	(8.27	)
2017		27,563,591		13.7237	to		12.6143		362,120,950		2.12			0.65		to	2.55			11.30		to	9.19
2016		32,522,599		12.3304	to		11.5526		387,743,049		2.61			0.65		to	2.55			8.11		to	6.04
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
M31
2018		4,316,157		15.3951	to		14.7254		128,977,969		0.09			1.00		to	1.85			1.64		to	0.77
2017		4,789,327		15.1470	to		14.6133		141,290,687		0.10			1.00		to	1.85			30.10		to	28.99
2016		5,426,005		11.6429	to		11.3291		123,629,170		0.04			1.00		to	1.85			1.42		to	0.55
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
M80
2018		581,940		24.4544	to		38.3992		18,852,039		—			0.65		to	2.25			1.74		to	0.11
2017		678,694		24.0356	to		38.3580		21,420,058		—			0.65		to	2.25			30.24		to	28.16
2016		863,914		18.4555	to		28.9819		21,240,396		—			0.65		to	2.30			1.51		to	(2.62	)
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
MF1
2018		1,841,013		11.6216	to		10.1803		20,181,465		—			1.15		to	1.85			0.08		to	(0.64	)
2017		2,084,083		11.6128	to		10.2460		22,916,943		0.12			1.15		to	1.85			25.56		to	24.66
2016		2,360,839		9.2491	to		8.2190		20,746,816		—			1.15		to	1.85			3.72		to	2.97
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
M41
2018		955,706		20.8824	to		24.8865		23,268,767		—			0.65		to	2.30			0.29		to	(1.37	)
2017		1,151,944		15.3076	to		22.9447		28,534,920		—			1.15		to	2.30			25.23		to	23.72
2016		1,460,801		12.2240	to		18.5451		29,172,668		—			1.15		to	2.35			3.41		to	2.16
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
M05
2018		3,478,746		12.9696	to		12.4881		44,227,317		—			1.00		to	1.85			(2.47	)	to	(3.30	)
2017		3,974,846		13.2975	to		12.9145		52,059,415		—			1.00		to	1.85			25.39		to	24.33
2016		4,550,411		10.6045	to		10.3875		47,735,809		—			1.00		to	1.85			7.96		to	7.03
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
2018		2,203,370		17.5893	to		15.6340		34,009,316		—			0.65		to	2.55			(2.36	)	to	(4.22	)
2017		2,681,606		18.0142	to		16.3232		42,999,861		—			0.65		to	2.55			25.51		to	23.14
2016		3,472,298		14.3524	to		13.2562		45,183,766		—			0.65		to	2.55			8.09		to	6.02
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	)

- 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,
										Investment
								Net		Income			Expense Ratio
	Units		Unit Value4					Assets		Ratio1			lowest to highest2						Total Return3
M89
2018		41,255,653	$	11.4207	to	$	9.9244	$	439,785,816		2.95	%		0.65	%	to	2.55	%		(1.97	%)	to	(3.84	%)
2017		50,252,561		11.6505	to		10.3209		551,839,591		3.10			0.65		to	2.55			3.51		to	1.55
2016		54,097,481		11.2556	to		10.1637		579,337,780		3.20			0.65		to	2.55			3.33		to	1.36
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
M82
2018		6,292,487		18.4283	to		16.8461		108,924,665		0.44			0.65		to	2.10			(5.25	)	to	(6.63	)
2017		7,695,385		19.4490	to		18.0426		142,050,646		1.09			0.65		to	2.10			22.27		to	20.50
2016		9,907,870		15.9063	to		14.6264		151,167,809		0.51			0.65		to	2.30			7.78		to	4.42
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
M44
2018		8,893,730		10.7023	to		10.3685		94,027,310		1.09			1.15		to	1.85			(0.10	)	to	(0.81	)
2017		10,265,356		10.7128	to		10.4535		109,070,327		4.23			1.15		to	1.85			13.53		to	12.72
2016		11,888,231		9.4362	to		9.2738		111,519,024		3.84			1.15		to	1.85			10.20		to	9.41
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
2018		4,706,962		10.6496	to		10.0500		48,720,378		0.83			1.00		to	2.30			(0.20	)	to	(1.51	)
2017		5,932,848		10.6711	to		10.2037		61,936,024		3.99			1.00		to	2.30			13.35		to	11.88
2016		7,287,818		9.4141	to		9.1202		67,546,731		3.56			1.00		to	2.30			10.12		to	8.68
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
2018		14,114,772		12.2708	to		15.9337		203,900,118		1.52			1.15		to	2.50			(11.12	)	to	(12.33	)
2017		16,073,885		13.7996	to		18.1754		262,999,598		1.90			1.15		to	2.50			16.30		to	14.73
2016		19,203,768		11.8689	to		15.8414		272,478,586		2.08			1.15		to	2.50			12.79		to	11.24
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
M08
2018		6,444,994		17.5939	to		15.8843		99,305,473		1.29			0.65		to	2.30			(10.94	)	to	(12.42	)
2017		7,634,946		19.7556	to		18.0898		133,865,829		1.70			0.65		to	2.30			16.59		to	14.61
2016		9,064,489		16.9448	to		14.9209		137,624,810		1.86			0.65		to	2.50			13.04		to	5.53
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
MB6
2018		7,473,605		19.5217	to		17.7543		226,421,225		1.35			1.15		to	1.85			(8.80	)	to	(9.45	)
2017		8,571,456		21.1244	to		19.6069		285,143,459		1.49			1.15		to	1.85			19.38		to	18.54
2016		9,827,330		30.4722	to		16.5398		274,414,193		1.43			1.15		to	1.85			7.21		to	6.44
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
MB7
2018		2,169,101		22.9432	to		22.6747		55,602,465		1.12			1.00		to	2.50			(8.91	)	to	(10.29	)
2017		2,537,208		25.1886	to		25.2752		72,128,774		1.29			1.00		to	2.50			19.27		to	17.48
2016		3,165,481		21.1190	to		21.5140		76,171,922		1.25			1.00		to	2.50			7.09		to	5.47
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
MC0
2018		2,179,178		23.8130	to		20.3944		48,602,145		3.83			1.15		to	1.85			(4.11	)	to	(4.80	)
2017		2,441,264		23.6529	to		21.4218		57,018,142		3.71			1.15		to	1.85			5.17		to	4.43
2016		2,639,684		23.6109	to		20.5132		58,807,589		4.07			1.15		to	1.85			5.08		to	4.32
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

- 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,
										Investment
								Net		Income			Expense Ratio
	Units		Unit Value4					Assets		Ratio1			lowest to highest2						Total Return3
MA0
2018		6,527,847	$	12.5691	to	$	14.0727	$	114,567,450		3.56	%		0.65	%	to	2.30	%		(3.94	%)	to	(5.53	%)
2017		8,061,502		13.0848	to		14.8968		148,735,679		3.48			0.65		to	2.30			5.42		to	3.69
2016		8,446,444		12.4116	to		14.0494		149,405,681		3.90			0.65		to	2.50			5.29		to	3.91
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
MC2
2018		3,277,605		34.3018	to		21.6637		87,496,028		0.67			1.15		to	1.85			(4.93	)	to	(5.61	)
2017		3,720,811		36.0812	to		22.9519		104,851,766		0.94			1.15		to	1.85			23.41		to	22.53
2016		4,258,493		29.2369	to		18.7314		97,617,989		0.76			1.15		to	1.85			10.11		to	9.32
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
MC1
2018		1,773,236		23.3905	to		18.0574		35,718,016		0.44			0.65		to	2.25			(4.69	)	to	(6.23	)
2017		1,906,718		24.5425	to		19.2561		40,697,930		0.69			0.65		to	2.25			23.70		to	21.73
2016		2,161,230		19.8405	to		15.8192		37,582,688		0.45			0.65		to	2.25			10.35		to	8.57
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
MC3
2018		554,697		28.1431	to		24.0378		15,397,927		0.34			1.00		to	1.85			(14.80	)	to	(15.53	)
2017		634,839		33.0334	to		28.4588		20,782,715		1.07			1.00		to	1.85			36.58		to	35.42
2016		699,804		24.1864	to		21.0156		16,866,599		0.62			1.00		to	1.85			8.27		to	7.34
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	)
MA1
2018		1,031,804		9.5190	to		12.4719		15,818,098		0.11			0.65		to	2.55			(14.69	)	to	(16.32	)
2017		1,143,328		11.1584	to		14.9044		20,721,186		0.87			0.65		to	2.55			36.77		to	34.18
2016		1,403,830		8.1584	to		11.1075		18,711,593		0.37			0.65		to	2.55			8.33		to	6.26
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	)
MC4
2018		491,260		17.0758	to		14.6479		8,788,957		0.96			1.00		to	1.85			(2.10	)	to	(2.94	)
2017		560,127		17.4420	to		15.0913		10,319,234		—			1.00		to	1.85			5.93		to	5.02
2016		640,441		16.4663	to		14.3695		11,249,055		—			1.00		to	1.85			(0.70	)	to	(1.55	)
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	)
MC5
2018		57,413		15.5555	to		13.7522		822,077		0.59			1.15		to	1.85			(2.46	)	to	(3.15	)
2017		70,046		15.9475	to		14.1990		1,030,360		—			1.15		to	1.85			5.49		to	4.75
2016		111,398		15.1182	to		13.5556		1,568,339		—			1.15		to	1.85			(1.15	)	to	(1.85	)
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	)
MC6
2018		1,208,296		39.3087	to		17.0605		41,358,792		0.50			1.15		to	1.85			(5.92	)	to	(6.59	)
2017		1,418,436		41.7825	to		18.2650		51,346,527		1.08			1.15		to	1.85			30.64		to	29.71
2016		1,566,590		31.9832	to		14.0815		43,506,302		0.58			1.15		to	1.85			4.86		to	4.11
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

- 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,
										Investment
								Net		Income			Expense Ratio
	Units		Unit Value4					Assets		Ratio1			lowest to highest2						Total Return3
MC7
2018		66,578	$	25.0026	to	$	24.3194	$	1,746,938		0.18	%		1.15	%	to	2.55	%		(6.16	%)	to	(7.48	%)
2017		86,375		26.6434	to		26.2859		2,493,312		0.82			1.15		to	2.55			30.26		to	28.44
2016		104,234		20.4535	to		20.4656		2,325,270		0.35			1.15		to	2.55			4.63		to	3.15
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
MC8
2018		2,886,932		24.6202	to		12.2754		73,514,254		0.98			1.15		to	1.85			(9.87	)	to	(10.52	)
2017		3,335,907		27.3168	to		13.7182		93,561,955		1.55			1.15		to	1.85			24.09		to	23.21
2016		3,836,452		22.0136	to		11.1342		86,911,841		1.12			1.15		to	1.85			4.24		to	3.49
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
MC9
2018		237,401		17.6857	to		20.3047		4,525,231		0.69			1.10		to	2.10			(10.07	)	to	(10.97	)
2017		286,878		19.6652	to		24.0412		6,164,998		1.31			1.10		to	2.10			23.80		to	22.38
2016		369,037		15.8845	to		19.6450		6,490,047		0.81			1.10		to	2.25			4.05		to	2.84
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	)
MD0
2018		1,492,809		29.6796	to		18.5572		41,494,783		0.78			1.15		to	1.85			(5.60	)	to	(6.27	)
2017		1,660,704		31.4392	to		19.7991		49,219,805		3.09			1.15		to	1.85			9.57		to	8.79
2016		1,899,277		28.6923	to		18.1988		51,409,257		0.00			1.15		to	1.85			5.03		to	4.27
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
M92
2018		41,927,838		12.9584	to		11.3564		522,436,665		0.50			0.65		to	2.55			(5.42	)	to	(7.23	)
2017		49,628,528		13.7016	to		12.2413		660,187,553		2.90			0.65		to	2.55			9.87		to	7.79
2016		56,171,972		12.4709	to		11.3569		686,213,466		0.00			0.65		to	2.55			5.29		to	3.28
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
M96
2018		3,973,046		19.9272	to		15.1974		75,920,316		3.21			1.15		to	1.85			(0.68	)	to	(1.39	)
2017		4,489,943		17.2070	to		15.4120		86,941,433		3.10			1.15		to	1.85			1.05		to	0.34
2016		4,799,909		19.8527	to		15.3592		92,685,337		2.68			1.15		to	1.85			(0.11	)	to	(0.83	)
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
MD2
2018		12,122,983		10.6424	to		10.6537		154,081,038		2.92			0.65		to	2.50			(0.48	)	to	(2.33	)
2017		14,812,278		10.6942	to		10.9081		191,222,631		2.80			0.65		to	2.50			1.37		to	(0.51	)
2016		16,682,003		10.5502	to		10.9635		214,602,842		2.37			0.65		to	2.50			0.02		to	(1.84	)
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
MA6
2018		1,900,008		22.1072	to		18.9302		47,713,973		5.56			1.00		to	1.85			(4.05	)	to	(4.87	)
2017		2,138,564		23.0408	to		19.9002		56,471,575		6.41			1.00		to	1.85			5.62		to	4.73
2016		2,350,891		21.8140	to		19.0023		59,541,819		6.62			1.00		to	1.85			12.69		to	11.72
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
MA3
2018		1,798,423		11.9591	to		16.3168		36,323,910		5.31			0.65		to	2.50			(3.87	)	to	(5.66	)
2017		2,196,928		12.4407	to		17.2951		46,577,368		6.18			0.65		to	2.50			5.62		to	3.67
2016		2,592,985		11.7787	to		16.6825		52,755,833		6.38			0.65		to	2.50			12.91		to	10.80
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	)

- 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,
										Investment
								Net		Income			Expense Ratio
	Units		Unit Value4					Assets		Ratio1			lowest to highest2						Total Return3
M97
2018		1,477,939	$	21.5299	to	$	18.7772	$	33,622,626		1.00	%		1.00	%	to	1.85	%		(9.93%	)	to	(10.71%	)
2017		1,626,676		23.9046	to		21.0285		41,434,975		1.35			1.00		to	1.85			31.32		to	30.20
2016		1,863,912		18.2037	to		16.1509		36,365,158		1.15			1.00		to	1.85			1.47		to	0.60
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	)
MD5
2018		962,074		14.0694	to		12.4231		15,071,974		0.80			0.65		to	2.10			(9.89	)	to	(11.21	)
2017		1,078,505		15.6143	to		13.9913		18,981,547		1.11			0.65		to	2.10			31.49		to	29.59
2016		1,260,948		11.8749	to		10.7967		16,974,565		0.88			0.65		to	2.10			1.49		to	0.01
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	)
M98
2018		1,074,993		45.2653	to		27.0771		38,478,624		1.09			1.15		to	1.85			(10.53	)	to	(11.17	)
2017		1,198,867		50.5904	to		30.4809		48,280,305		1.46			1.15		to	1.85			25.70		to	24.81
2016		1,344,992		40.2464	to		24.4224		43,324,841		1.33			1.15		to	1.85			2.87		to	2.13
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	)
M93
2018		5,081,903		18.3700	to		14.5970		81,180,035		0.89			0.65		to	2.25			(10.31	)	to	(11.76	)
2017		5,752,465		20.4825	to		16.5415		103,459,909		1.25			0.65		to	2.25			26.00		to	23.99
2016		7,480,028		16.2563	to		13.3412		107,609,241		1.11			0.65		to	2.25			3.17		to	1.51
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	)
MD6
2018		13,004,247		15.6292	to		14.4286		276,836,568		0.57			1.00		to	1.85			(0.20	)	to	(1.06	)
2017		14,886,576		15.6611	to		14.5830		318,872,497		0.64			1.00		to	1.85			27.15		to	26.06
2016		16,970,462		12.3173	to		11.5679		287,428,792		0.59			1.00		to	1.85			5.01		to	4.11
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
MB3
2018		1,313,651		22.6443	to		24.3110		30,935,440		0.33			1.00		to	2.30			(0.43	)	to	(1.74	)
2017		1,558,343		22.7430	to		24.5561		37,335,745		0.41			1.00		to	2.30			26.82		to	25.11
2016		1,833,885		17.9326	to		19.3889		34,998,962		0.37			1.00		to	2.50			4.78		to	4.10
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
MD8
2018		3,729,600		11.8621	to		9.1539		42,172,705		1.24			1.15		to	1.85			0.10		to	(0.62	)
2017		4,346,081		11.8502	to		9.2106		49,280,656		0.29			1.15		to	1.85			(0.84	)	to	(1.55	)
2016		4,698,353		11.9508	to		9.3554		54,106,028		0.01			1.15		to	1.85			(1.13	)	to	(1.84	)
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	)
MD9
2018		13,539,953		9.7586	to		7.7780		120,800,340		1.24			0.65		to	2.55			0.60		to	(1.32	)
2017		15,193,772		9.7005	to		7.8820		136,576,068		0.27			0.65		to	2.55			(0.36	)	to	(2.25	)
2016		18,785,298		9.7360	to		8.0637		170,982,388		0.01			0.65		to	2.55			(0.64	)	to	(2.54	)
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	)

- 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,
										Investment
								Net		Income			Expense Ratio
	Units		Unit Value4					Assets		Ratio1			lowest to highest2						Total Return3
NWD18
2014		—	$	—	to	$	—	$	—		—	%		1.00	%	to	1.85	%		(9.19	%)	to	(9.66	%)
M1A19
2014		—		—	to		—		—		—			1.00		to	2.55			(9.33	)	to	(10.19	)
ME2
2018		1,042,465		25.5179	to		13.4252		17,993,248		1.45			1.15		to	1.85			(15.11	)	to	(15.72	)
2017		1,141,329		17.4281	to		15.9287		23,371,436		1.86			1.15		to	1.85			26.82		to	25.93
2016		1,315,665		23.6996	to		12.6486		21,301,442		1.57			1.15		to	1.85			(1.83	)	to	(2.54	)
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	)
ME3
2018		1,836,472		18.4314	to		17.9397		37,158,328		1.16			1.15		to	2.30			(15.31	)	to	(16.29	)
2017		2,028,320		21.7632	to		22.3708		48,795,329		1.56			1.15		to	2.30			26.44		to	24.98
2016		2,632,854		17.2127	to		16.9084		50,418,946		1.34			1.15		to	2.50			(2.05	)	to	(2.03	)
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	)
MA5
2018		1,231,924		21.1430	to		18.2429		24,401,310		3.97			1.15		to	1.85			(3.11	)	to	(3.80	)
2017		1,331,223		21.8216	to		18.9642		27,284,742		4.59			1.15		to	1.85			5.03		to	4.28
2016		1,449,592		20.7762	to		18.1852		28,360,544		3.06			1.15		to	1.85			7.01		to	6.24
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
MA7
2018		237,611		19.2064	to		16.0251		4,209,261		3.62			1.15		to	2.10			(3.24	)	to	(4.16	)
2017		273,266		19.8489	to		16.7212		5,014,013		4.47			1.15		to	2.10			4.67		to	3.68
2016		369,423		18.9631	to		16.1284		6,463,203		2.85			1.15		to	2.10			6.76		to	5.73
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
ME4
2018		1,220,819		13.9374	to		12.1950		16,422,089		—			1.15		to	1.85			0.57		to	(0.15	)
2017		1,385,665		14.7855	to		12.2136		18,552,134		—			1.15		to	1.85			37.41		to	36.45
2016		1,549,172		10.7600	to		8.9511		15,195,193		—			1.15		to	1.85			7.46		to	6.68
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
MA2
2018		46,625		29.5533	to		28.1602		1,370,549		—			1.15		to	2.05			0.35		to	(0.56	)
2017		66,266		29.4506	to		28.3191		1,893,319		—			1.15		to	2.05			37.06		to	35.83
2016		69,292		21.4868	to		20.8489		1,456,202		—			1.15		to	2.05			7.14		to	6.16
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

- 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,
										Investment
								Net		Income			Expense Ratio
	Units		Unit Value4					Assets		Ratio1			lowest to highest2						Total Return3
UTS20
2014		—	$	—	to	$	—	$	—		5.57	%		1.15	%	to	1.85	%		10.23	%	to	9.76	%
MFE21
2014		—		—	to		—		—		5.01			1.00		to	2.30			10.14		to	9.27
MVS22
2014		—		—	to		—		—		3.20			1.15		to	1.85			1.82		to	1.38
MV123
2014		—		—	to		—		—		2.77			0.65		to	2.50			2.01		to	0.86
MF3
2018		2,805,821		22.4828	to		16.7318		50,559,537		0.58			0.65		to	2.30			(5.97	)	to	(7.53	)
2017		3,443,010		23.9106	to		18.0944		66,706,871		0.61			0.65		to	2.30			13.95		to	12.08
2016		4,055,584		20.9829	to		16.1445		69,692,673		0.92			0.65		to	2.30			19.80		to	17.81
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
MF5
2018		26,810,432		13.6551	to		14.0355		414,465,602		1.89			0.65		to	2.55			(3.56	)	to	(5.40	)
2017		32,045,960		14.1589	to		14.8364		518,959,227		1.86			0.65		to	2.55			10.52		to	8.42
2016		38,928,761		12.8118	to		13.6840		575,990,066		2.42			0.65		to	2.55			4.05		to	2.06
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
MF6
2018		62,209		28.1431	to		21.0070		1,644,682		4.07			1.35		to	2.55			(4.34	)	to	(5.50	)
2017		76,502		29.4215	to		22.2303		2,125,475		4.14			1.35		to	2.55			11.81		to	10.46
2016		90,462		26.3141	to		20.1245		2,257,599		2.55			1.35		to	2.55			6.48		to	5.19
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
MF7
2018		2,678,520		16.2765	to		15.9585		48,236,259		3.15			0.65		to	2.50			(3.97	)	to	(5.75	)
2017		3,417,578		16.9486	to		16.9319		64,836,183		3.34			0.65		to	2.50			12.33		to	10.26
2016		4,098,331		15.0877	to		15.3561		69,972,782		1.97			0.65		to	2.50			7.00		to	5.01
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
MF9
2018		14,628,661		16.8520	to		19.5785		306,459,709		1.53			0.65		to	2.30			(6.08	)	to	(7.63	)
2017		17,175,741		17.9426	to		21.1967		387,084,303		1.58			0.65		to	2.30			18.74		to	16.78
2016		20,358,832		15.1113	to		18.1505		390,486,019		2.45			0.65		to	2.30			6.24		to	4.48
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

- 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,
										Investment
								Net		Income			Expense Ratio
	Units		Unit Value4					Assets		Ratio1			lowest to highest2						Total Return3
MG1
2018		10,546,363	$	10.7537	to	$	10.8217	$	122,512,404		1.41	%		0.65	%	to	2.30	%		(5.32	%)	to	(6.89	%)
2017		12,433,916		11.3584	to		11.6227		154,195,257		—			0.65		to	2.30			7.29		to	5.52
2016		13,465,623		10.5868	to		11.0145		157,145,585		—			0.65		to	2.30			1.72		to	0.03
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
MF2
2018		20,371,715		10.4484	to		9.1557		203,393,960		1.99			1.30		to	2.50			(0.04	)	to	(1.25	)
2017		25,006,600		10.4531	to		9.2719		250,847,512		1.58			1.30		to	2.50			0.41		to	(0.79	)
2016		27,490,632		10.4101	to		9.3462		275,872,908		1.35			1.30		to	2.50			0.36		to	(0.86	)
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	)
MG2
2018		11,204,328		10.1434	to		9.3060		109,785,950		1.72			0.65		to	2.10			0.33		to	(1.13	)
2017		13,429,422		10.1103	to		9.4127		132,553,973		1.32			0.65		to	2.10			0.79		to	(0.67	)
2016		14,365,301		10.0311	to		9.4762		142,051,166		1.05			0.65		to	2.10			0.82		to	(0.65	)
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	)
MG3
2018		1,245,032		19.5567	to		17.5199		23,170,786		0.87			1.30		to	2.30			(12.60	)	to	(13.49	)
2017		1,418,470		22.3771	to		20.2510		30,353,538		1.23			1.30		to	2.30			12.20		to	11.08
2016		1,665,751		19.9432	to		18.2309		31,932,872		0.86			1.30		to	2.30			14.47		to	13.31
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
MG4
2018		1,126,976		20.8908	to		17.4300		20,713,591		0.66			0.65		to	2.10			(12.19	)	to	(13.47	)
2017		1,375,595		23.7913	to		20.1438		29,079,628		1.03			0.65		to	2.10			12.67		to	11.04
2016		1,552,431		21.1154	to		16.1967		29,418,427		0.67			0.65		to	2.15			15.01		to	1.59
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
MG6
2018		68,298,700		15.3192	to		17.5137		1,255,969,013		1.83			0.65		to	2.10			(4.75	)	to	(6.14	)
2017		79,683,750		16.0837	to		18.3989		1,554,414,108		1.78			0.65		to	2.10			14.49		to	12.66
2016		92,397,930		14.0486	to		16.3314		1,590,095,837		2.53			0.65		to	2.25			5.18		to	3.48
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
MG7
2018		315,136		19.9625	to		22.1766		7,295,067		0.25			0.65		to	2.10			(11.58	)	to	(12.87	)
2017		369,553		22.5770	to		25.4523		9,790,084		0.77			0.65		to	2.10			14.27		to	12.61
2016		320,776		19.7581	to		20.1485		7,536,524		0.64			0.65		to	2.25			25.91		to	11.84
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
V44
2018		394,577		26.5236	to		23.8336		9,712,851		—			0.65		to	2.10			6.60		to	5.04
2017		379,850		24.8821	to		22.4004		8,875,409		—			0.65		to	2.10			41.90		to	39.56
2016		337,618		17.5355	to		16.0506		5,605,835		—			0.65		to	2.30			(2.56	)	to	(4.18	)
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

- 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,
										Investment
								Net		Income			Expense Ratio
	Units		Unit Value4					Assets		Ratio1			lowest to highest2						Total Return3
V43
2018		315,995	$	19.4551	to	$	19.4736	$	6,474,748		—	%		0.65	%	to	2.10	%		9.81	%	to	8.20	%
2017		362,270		19.3957	to		17.9971		6,836,255		—			1.35		to	2.10			36.74		to	35.71
2016		468,136		14.1847	to		13.2616		6,469,819		—			1.35		to	2.10			(10.07	)	to	(10.76	)
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	)
O19
2018		513,394		20.3759	to		19.4884		12,674,828		—			1.30		to	2.35			(7.18	)	to	(8.16	)
2017		596,679		22.1306	to		21.2210		15,940,507		0.01			1.30		to	2.35			25.68		to	23.55
2016		778,076		16.9815	to		17.1754		16,765,951		0.12			0.65		to	2.35			(6.51	)	to	(4.72	)
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
O23
2018		1,046,363		10.2190	to		9.3377		10,331,463		1.76			1.35		to	2.10			(6.81	)	to	(7.52	)
2017		1,132,316		11.0263	to		10.0966		12,031,669		1.73			1.30		to	2.10			7.54		to	6.68
2016		1,113,958		10.3640	to		9.4228		11,018,271		2.12			1.30		to	2.10			4.72		to	2.76
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
O20
2018		653,189		17.7414	to		21.2107		15,149,305		0.76			0.65		to	2.25			(13.96	)	to	(15.34	)
2017		742,825		20.6196	to		25.0546		20,253,728		0.70			0.65		to	2.25			35.44		to	33.28
2016		917,004		15.2246	to		18.7989		18,640,711		0.79			0.65		to	2.25			(0.81	)	to	(2.40	)
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	)
O21
2018		5,849,961		22.1301	to		20.7688		145,625,526		0.91			1.30		to	2.50			(9.30	)	to	(10.39	)
2017		6,885,439		24.3981	to		23.1777		189,799,968		1.04			1.30		to	2.50			15.13		to	13.74
2016		8,523,438		21.1924	to		20.3773		205,092,333		0.86			1.30		to	2.50			9.85		to	8.52
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
O04
2018		133,222		36.8575	to		31.7147		4,562,326		0.06			1.35		to	2.25			(11.75	)	to	(12.55	)
2017		163,130		30.7748	to		36.2667		6,344,911		0.64			1.35		to	2.25			12.44		to	11.37
2016		204,714		27.3709	to		29.8788		7,092,483		0.25			1.30		to	2.25			16.14		to	15.02
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
PH2
2018		28,613		13.0736	to		12.5993		367,455		1.48			1.35		to	1.85			(11.95	)	to	(12.40	)
2017		37,723		14.8480	to		14.3363		552,210		3.35			1.35		to	1.85			21.34		to	20.67
2016		25,868		12.2369	to		11.4183		313,754		4.98			1.35		to	2.10			6.29		to	2.48
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		0.00			1.35		to	2.10			(0.46	)	to	(1.21	)
P08
2018		1,178,282		14.6475	to		12.9838		16,485,880		3.10			1.35		to	2.25			(6.69	)	to	(7.53	)
2017		1,399,377		15.6974	to		14.0418		21,100,589		4.65			1.35		to	2.25			12.02		to	11.01
2016		1,425,955		14.0135	to		12.6495		19,285,931		2.56			1.35		to	2.25			11.41		to	10.39
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	)

- 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,
										Investment
								Net		Income			Expense Ratio
	Units		Unit Value4					Assets		Ratio1			lowest to highest2						Total Return3
PC0
2018		1,390,142	$	12.1418	to	$	10.9101	$	15,777,531		2.96	%		0.65	%	to	2.10	%		(6.06	%)	to	(7.43	%)
2017		1,647,311		12.9256	to		11.7862		20,084,264		4.59			0.65		to	2.10			12.64		to	11.01
2016		1,573,134		11.4748	to		10.6169		17,175,088		2.42			0.65		to	2.10			12.17		to	10.53
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	)
P70
2018		62,897		4.7559	to		4.2891		280,406		1.97			0.65		to	2.05			(14.76	)	to	(15.96	)
2017		66,417		5.5796	to		5.1038		350,533		10.69			0.65		to	2.05			1.39		to	(0.03	)
2016		71,096		5.5293	to		5.1053		373,905		0.96			0.65		to	2.05			14.13		to	12.52
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	)
P10
2018		4,476,996		5.2941	to		4.5432		22,324,165		2.10			0.65		to	2.35			(14.69	)	to	(16.15	)
2017		5,309,995		6.2059	to		5.4182		31,374,446		11.24			0.65		to	2.35			1.49		to	(0.23	)
2016		5,613,985		6.1148	to		5.4308		33,027,779		1.09			0.65		to	2.35			14.41		to	12.45
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	)
PK8
2018		278,892		12.5980	to		17.7675		7,700,705		4.12			0.65		to	2.55			(5.36	)	to	(7.16	)
2017		353,094		13.3109	to		19.1381		10,501,720		5.08			0.65		to	2.55			9.18		to	7.11
2016		419,882		12.1916	to		17.8672		11,618,444		5.26			0.65		to	2.55			12.61		to	10.45
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	)
P20
2018		36,604		11.7584	to		11.1236		422,826		4.02			1.35		to	2.10			(6.12	)	to	(6.83	)
2017		42,567		12.5246	to		11.9389		525,044		4.96			1.35		to	2.10			8.31		to	7.49
2016		32,472		11.5638	to		11.1066		370,047		5.17			1.35		to	2.10			11.70		to	10.85
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	)
PD6
2018		32,259,391		11.0943	to		11.0850		380,593,252		1.59			0.65		to	2.25			(6.23	)	to	(7.73	)
2017		37,702,836		11.8310	to		12.0142		479,172,954		2.10			0.65		to	2.25			13.26		to	11.45
2016		43,988,744		10.4463	to		10.7801		498,296,480		2.31			0.65		to	2.25			3.24		to	1.58
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
P06
2018		2,212,668		13.6804	to		13.7114		33,513,529		2.50			1.30		to	2.30			(3.48	)	to	(4.45	)
2017		2,714,427		14.1736	to		14.3506		42,776,207		2.37			1.30		to	2.30			2.32		to	1.29
2016		2,992,479		13.8527	to		14.0798		46,282,276		2.24			1.30		to	2.30			3.83		to	2.78
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
P07
2018		8,590,870		15.8193	to		13.2477		139,502,056		2.53			1.30		to	2.55			(1.83	)	to	(3.06	)
2017		10,466,926		16.1136	to		13.6664		173,975,506		2.02			1.30		to	2.55			3.56		to	2.26
2016		11,732,629		15.5594	to		13.3638		189,260,806		2.06			1.30		to	2.55			1.35		to	0.06
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

- 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,
										Investment
								Net		Income			Expense Ratio
	Units		Unit Value4					Assets		Ratio1			lowest to highest2						Total Return3
PI3
2018		1,520,792	$	10.7129	to	$	9.6262	$	15,177,351		0.40	%		0.65	%	to	2.10	%		(8.44	%)	to	(9.77	%)
2017		1,875,956		11.7004	to		10.6690		20,655,019		—			0.65		to	2.10			6.29		to	4.75
2016		2,003,188		10.6047	to		10.1855		20,961,119		3.83			1.35		to	2.10			(0.66	)	to	(1.42	)
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
P72
2018		593,554		21.8856	to		19.0187		12,064,141		0.71			0.65		to	2.55			(9.09	)	to	(10.82	)
2017		645,430		24.0728	to		21.3263		14,599,911		1.74			0.65		to	2.55			18.00		to	15.77
2016		734,547		20.4002	to		18.4216		14,212,210		1.82			0.65		to	2.55			12.90		to	10.75
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
W41
2018		10,657		23.1626	to		20.9987		236,808		0.16			1.35		to	2.05			(13.60	)	to	(14.21	)
2017		11,753		26.8083	to		24.4767		303,816		0.16			1.35		to	2.05			24.97		to	24.09
2016		15,020		21.4519	to		19.7246		310,731		0.16			1.35		to	2.05			11.83		to	11.04
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
W42
2018		1,368		23.1836	to		21.9184		31,384		0.07			1.65		to	2.05			(3.09	)	to	(3.48	)
2017		2,234		23.9234	to		22.7093		52,910		—			1.65		to	2.05			17.62		to	17.15
2016		2,292		20.3397	to		15.6813		46,189		—			1.65		to	2.05			11.81		to	11.36
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
W4624
2016		—		11.5298	to		10.4698		—		0.48			0.65		to	2.55			2.57		to	1.93
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

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 using the unit value of the beginning period that corresponds to the lowest or highest ending period unit value disclosed. The total returns are presented as a range of maximum to minimum values based on the product grouping representing the corresponding lowest to highest expense ratio amounts.

⁴  The unit values are not a direct calculation of net assets over the number of units allocated to the Sub-Account. The unit values are presented as a range of maximum to minimum values based on the product grouping representing the corresponding lowest to highest expense ratio amounts. Some unit values may be outside of the range due to timing of the related Sub-Account level’s commencement date. Unit values of product pricing levels with zero units during the period are excluded when determining the range.

- 149 -

DELAWARE LIFE VARIABLE ACCOUNT F - REGATTA

(A Separate Account of Delaware Life Insurance Company)

10. FINANCIAL HIGHLIGHTS (CONTINUED)

⁵  Columbia Variable Portfolio - International Opportunities Fund - Class 2 Sub-Account (C65) merged into fund C58 on April 29, 2016.

⁶  Columbia Variable Portfolio - Large Cap Growth Fund II Class 1 Sub-Account (C61) merged into fund C59 on April 29, 2016.

⁷  Columbia Variable Portfolio - Large Cap Growth Fund II - Class 2 Sub-Account (C62) merged into fund C60 on April 29, 2016.

⁸  Columbia Variable Portfolio - Loomis Sayles Growth Fund II Class 1 Sub-Account (C63) merged into fund C89 on April 29, 2016.

⁹  Columbia Variable Portfolio- Loomis Sayles Growth Fund II Class 2 Sub-Account (C64) merged into fund C90 on April 29, 2016.

¹⁰  Huntington VA Balanced Fund Sub-Account (HBF) merged into fund MD9 on May 16, 2014.

¹¹  Huntington VA Growth Fund Sub-Account (HVG) merged into fund MD8 on May 16, 2014.

¹²  Huntington VA Income Equity Fund Sub-Account (HVI) merged into fund H24 on June 20, 2014.

¹³  Huntington VA International Equity Sub-Account (H27) merged into fund MD9 on March 6, 2015.

¹⁴  Huntington VA Mid Corp America Fund Sub-Account (HVC) merged into fund H32 on June 20, 2014.

¹⁵  Huntington VA Mortgage Securities Fund Sub-Account (HVS) merged into fund MD9 on May 16, 2014.

¹⁶  Huntington VA Real Strategies Fund Sub-Account (HRS) merged into fund MD9 on May 16, 2014.

¹⁷  Huntington VA Rotating Markets Fund Sub-Account (HVR) merged into fund MD9 on May 16, 2014.

¹⁸  MFS VIT II New Discovery Portfolio Initial Class Sub-Account (NWD) merged into fund M05 on August 11, 2014.

¹⁹  MFS VIT II New Discovery Portfolio Service Class Sub-Account (M1A) merged into fund M42 on August 11, 2014.

²⁰  MFS VIT II Utilities Portfolio Initial Class Sub-Account (UTS) merged into fund M44 on August 11, 2014.

²¹  MFS VIT II Utilities Portfolio Service Class Sub-Account (MFE) merged into fund M40 on August 11, 2014.

²²  MFS VIT II Value Portfolio Initial Class Sub-Account (MVS) merged into fund M83 on August 11, 2014.

²³  MFS VIT II Value Portfolio Service Class Sub-Account (MV1) merged into fund M08 on August 11, 2014.

²⁴  Wells Fargo VT Total Return Bond Fund Class 2 Sub-Account (W46) merged into MD9 on April 29, 2016.

- 150 -

Delaware Life Insurance Company

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

Report of Independent Auditors

Statutory Financial Statements as of

December 31, 2018 and 2017 and for the Years

Ended December 31, 2018, 2017 and 2016

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

TABLE OF CONTENTS

	Page
REPORT OF INDEPENDENT AUDITORS		1
Statutory Statements of Admitted Assets, Liabilities and Capital Stock and Surplus		3
Statutory Statements of Operations		5
Statutory Statements of Changes in Capital Stock and Surplus		6
Statutory Statements of Cash Flows		7
Notes to the Statutory Financial Statements		8

Report of Independent Auditors

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, 2018 and 2017, and the related statutory statements of operations and changes in capital stock and surplus, and of cash flows for the years ended December 31, 2018, 2017 and 2016.

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.

Auditors’ 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.

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.

PricewaterhouseCoopers LLP, 185 Asylum Street, Suite 2400, Hartford, CT 06103-3404

T: (860) 241 7000, F: (860) 241 7590, www.pwc.com/us

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, 2018 and 2017, or the results of its operations or its cash flows for the years ended December 31, 2018, 2017 and 2016.

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, 2018 and 2017, and the results of its operations and its cash flows for the years ended December 31, 2018, 2017 and 2016, in accordance with the accounting practices prescribed or permitted by the Delaware Department of Insurance described in Note 1.

/s/ PricewaterhouseCoopers LLP

April 25, 2019

Hartford, Connecticut

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

STATUTORY STATEMENTS OF ADMITTED ASSETS, LIABILITIES AND CAPITAL STOCK AND SURPLUS

AS OF DECEMBER 31, 2018 AND 2017 (IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

	2018		2017
ADMITTED ASSETS
GENERAL ACCOUNT ASSETS
Bonds	$	10,497,705	$	8,089,119
Preferred stocks		566,677		174,641
Common stocks		592,218		551,243
Mortgage loans on real estate		544,207		491,362
Cash, cash equivalents and short-term investments		982,422		1,106,031
Contract loans		405,685		595,367
Derivatives		250,525		314,694
Other invested assets		451,955		777,825
Mortgage escrow funds		3,430		3,213
Receivables for securities		4,970		9,550
Investment income due and accrued		105,522		103,782
Amounts recoverable from reinsurers		17,199		3,446
Other amounts receivable under reinsurance contracts		5,435		5,445
Current federal and foreign income tax recoverable		23,865		54,178
Net deferred tax asset		83,265		87,558
Electronic data processing equipment and software		837		—
Receivables from parent, subsidiaries and affiliates		12,864		9,950
Cash value of company owned life insurance		—		74,774
Reinsurance deposit asset		1,051,960		861,444
Other assets		73,989		23,377
Total general account assets		15,674,730		13,336,999
SEPARATE ACCOUNT ASSETS		21,177,841		23,870,351
TOTAL ADMITTED ASSETS	$	36,852,571	$	37,207,350

See notes to the statutory financial statements.

3

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

STATUTORY STATEMENTS OF ADMITTED ASSETS, LIABILITIES AND CAPITAL STOCK AND SURPLUS

AS OF DECEMBER 31, 2018 AND 2017 (IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

	2018			2017
LIABILITIES, CAPITAL STOCK AND SURPLUS
GENERAL ACCOUNT LIABILITIES
Aggregate reserve for life contracts	$	12,168,958		$	10,087,846
Liability for deposit type contracts		475,872			464,401
Contract claims		31,574			32,274
Other amounts payable on reinsurance		13,315			6,484
Interest maintenance reserve		14,497			118,766
Commissions to agents due or accrued		15,770			12,567
General expenses due or accrued		61,193			54,162
Transfers from Separate Accounts due or accrued (net)		(252,664	)		(421,403	)
Remittances and items not allocated		38,084			25,180
Asset valuation reserve		71,674			93,754
Payable for securities		65,607			106,522
Funds held under reinsurance treaties with unauthorized and certified reinsurers		246,959			247,534
Funds held under coinsurance		1,052,175			861,444
Derivatives		77,319			44,259
Other liabilities		39,114			139,820
Total general account liabilities		14,119,447			11,873,610
SEPARATE ACCOUNT LIABILITIES		21,177,839			23,870,350
Total liabilities		35,297,286			35,743,960
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		330,150			238,255
Total surplus		1,548,848			1,456,953
Total capital stock and surplus		1,555,285			1,463,390
TOTAL LIABILITIES, CAPITAL STOCK AND SURPLUS	$	36,852,571		$	37,207,350

See notes to the statutory financial statements.

4

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

STATUTORY STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016 (IN THOUSANDS)

	2018			2017			2016
INCOME:
Premiums and annuity considerations		$(10,314,071)		$	2,033,394		$	1,814,434
Considerations for supplementary contracts with life contingencies		41,368			31,253			28,598
Net investment income		719,167			204,701			171,895
Amortization of interest maintenance reserve		12,414			20,548			22,067
Commissions and expense allowances on reinsurance ceded		243,365			2,288			2,442
Reserve adjustments on reinsurance ceded		10,705,103			—			—
Income from fees associated with investment management, administration and contract guarantees from Separate Accounts		375,076			421,373			436,129
Change in cash value of company owned life insurance		3,513			6,877			1,109
Investment income (loss) on reinsurance deposit asset		19,592			(262,531	)		(327,872	)
Reinsurance experience refund		129,967			—			—
Other income		57,899			65,750			70,917
Total Income		1,993,393			2,523,653			2,219,719
BENEFITS AND EXPENSES:
Death benefits		123,612			132,771			128,678
Annuity benefits		267,802			588,661			588,881
Surrender benefits and withdrawals for life contracts		1,009,649			2,206,148			2,112,722
Interest and adjustments on contract or deposit-type contract funds		22,140			23,571			(38,729	)
Payments on supplementary contracts with life contingencies		41,136			36,609			35,940
Increase in aggregate reserves for life and accident and health contracts		2,081,112			1,277,372			971,605
Total Benefits		3,545,451			4,265,132			3,799,097
Commissions on premiums, annuity considerations and deposit-type contract funds (direct business only)		152,103			133,038			118,388
Commissions and expense allowances on reinsurance assumed		123			112			121
General insurance expenses		219,357			236,239			228,521
Insurance taxes, licenses and fees, excluding federal income taxes		5,103			3,737			2,820
Net transfers from Separate Accounts net of reinsurance		(2,270,518	)		(2,020,178	)		(1,949,196	)
Investment expense (income) on funds held		135,750			(288,371	)		(178,151	)
Other deductions		222			2,021			2,751
Total Benefits and Expenses		1,787,591			2,331,730			2,024,351
Net income from operations before federal income tax benefit and net realized capital gains (losses)		205,802			191,923			195,368
Federal income tax benefit, excluding tax on capital gains (losses)		(3,553	)		(65,461	)		(39,991	)
Net income from operations after federal income taxes and before net realized capital gains		209,355			257,384			235,359
Net realized capital gains (losses) less capital gains tax and transfers to the interest maintenance reserve		(10,566	)		24,045			74,587
NET INCOME	$	198,789		$	281,429		$	309,946

See notes to statutory financial statements.

5

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

STATUTORY STATEMENTS OF CHANGES IN CAPITAL STOCK AND SURPLUS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016 (IN THOUSANDS)

	2018			2017			2016
CAPITAL STOCK AND SURPLUS, BEGINNING OF YEAR	$	1,463,390		$	1,635,897		$	1,635,891
Net income		198,789			281,429			309,946
Change in net unrealized capital (losses) gains, net of deferred income tax		(105,877	)		(95,725	)		(155,105	)
Change in net unrealized foreign exchange capital (losses) gains		(3,123	)		(15,426	)		(3,686	)
Change in net deferred income tax		27,017			(89,076	)		(68,842	)
Change in nonadmitted assets		(16,961	)		(3,784	)		62,747
Change in asset valuation reserve		22,080			22,072			35,402
Dividends to stockholder		(157,384	)		(235,358	)		(300,000	)
Prior period adjustment net of tax		—			—			(18,108	)
Investment income (expense) on funds held—unrealized		127,354			(36,639	)		137,652
CAPITAL STOCK AND SURPLUS, END OF YEAR	$	1,555,285		$	1,463,390		$	1,635,897

See notes to statutory financial statements.

6

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

STATUTORY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016 (IN THOUSANDS)

	2018			2017			2016
CASH FROM OPERATIONS:
Premiums collected net of reinsurance	$	2,735,182		$	2,064,646		$	1,843,032
Net investment income		593,150			522,677			430,578
Miscellaneous income		433,475			489,411			519,373
Total receipts		3,761,807			3,076,734			2,792,983
Benefits and loss related payments		(3,146,388	)		(2,997,833	)		(2,833,510	)
Net transfers from Separate Accounts		2,083,619			2,221,156			1,971,722
Commissions, expenses paid and aggregate write-ins for deductions		(377,617	)		(387,448	)		(356,543	)
Federal and foreign income taxes recovered (paid)		33,867			11,280			(20,405	)
Total payments		(1,406,519	)		(1,152,845	)		(1,238,736	)
Net cash from operations		2,355,288			1,923,889			1,554,247
CASH FROM INVESTMENTS:
Proceeds from investments sold, matured, repaid or received
Bonds		3,963,764			7,792,594			13,130,777
Stocks		151,520			46,290			84,939
Mortgage loans		80,758			114,292			129,924
Other Invested Assets		60,752			3,587			89,713
Net gains or (losses) on cash, cash equivalents and short-term investments		1,079			(1,388	)		89
Miscellaneous proceeds		51,913			—			—
Total investment proceeds		4,309,786			7,955,375			13,435,442
Cost of investments acquired (long-term only):
Bonds		(6,155,024	)		(8,581,956	)		(14,162,654	)
Stocks		(349,366	)		(208,860	)		(81,889	)
Mortgage loans		(131,649	)		(229,405	)		(118,719	)
Other Invested Assets		(10,965	)		(113,041	)		(607,204	)
Miscellaneous applications		(36,335	)		(522,792	)		(401,611	)
Total investments acquired		(6,683,339	)		(9,656,054	)		(15,372,077	)
Net decrease (increase) in contract loans and premium notes		23,436			23,591			11,876
Net cash from investments		(2,350,117	)		(1,677,088	)		(1,924,759	)
CASH FROM FINANCING AND MISCELLANEOUS SOURCES:
Borrowed funds		—			—			(25,000	)
Net deposits on deposit-type contracts and other liabilities		11,471			(2,899	)		277,947
Dividends to stockholders		(157,384	)		(235,358	)		(300,000	)
Other cash (used) provided		17,133			14,763			(36,134	)
Net cash from financing and miscellaneous sources		(128,780	)		(223,494	)		(83,187	)
Net change in cash, cash equivalents and short-term investments		(123,609	)		23,307			(453,699	)
CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS:
Beginning of year		1,106,031			1,082,724			1,536,423
End of year	$	982,422		$	1,106,031		$	1,082,724
SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES
	2018			2017			2016
Exchanges of bonds	$	342,445		$	191,862		$	103,085
Transfer of other invested assets to bonds		—			134,445			—
Transfer of other invested assets to common stock		—			40			—
Modified coinsurance reserve adjustment—net (including premium, miscellaneous income and benefits)		10,705,103			—			—
Exchange of PPVUL policies for funding agreements		255,773			—			—
Transfer of other invested assets to preferred stocks		255,000			—			—
Transfer of bonds to preferred stocks		14,344			—			—
Transfer preferred stocks to bonds		18,620			—			—
Exchange of policy loans for bonds		166,220			—			—
Transfer of separate account MVA bonds to general account		99,864			—			—
Transfer of mortgage loan to bonds		—			—			117,601
See notes to statutory financial statements.

7

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GENERAL

Delaware Life Insurance Company (the “Company”), is a stock life insurance company incorporated under the laws of Delaware. The Company is a direct, wholly-owned subsidiary of Group One Thousand One, LLC (formerly known as Delaware Life Holdings, LLC, the “Parent”), a Delaware limited liability company.

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 as well as Rhode Island. 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 and disability 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. DLNY cedes 100% of its net group life and disability insurance to a former affiliate.

BASIS OF PRESENTATION—ACCOUNTING PRACTICES

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.

There was 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 December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016.

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, including limited liability companies (“LLCs”) 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 and unearned premium reserves. Deferred policy acquisition costs 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. Methods for calculating 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

8

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

limitations on the admissibility of 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 Company’s non-insulated 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.

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 are recognized in surplus on a statutory basis. The Company designates derivatives as hedges on a limited basis which results in unrealized gains and losses on those derivatives being recognized in income.

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.

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.

GOING CONCERN

There are no conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern.

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 potential losses.

9

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

CASH, CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS

Cash, cash equivalents, and short-term investments are liquid assets. The Company’s cash equivalents primarily include commercial paper and money market instruments, which have an original term to maturity of less than three months. The carrying value for cash, cash equivalents, and short-term investments is stated at amortized cost, which approximates fair value. Short-term investments, with the exception of money markets which are carried at fair value per SSAP No. 2R, Cash, Cash Equivalents, Drafts and Short Term Investments, include bonds with a term to maturity exceeding three months, but less than one year on the date of acquisition.

INVESTMENTS

Bonds

Investments in 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 bond 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 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 designation 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, includes certain types of ABS and MBS securities that 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 bonds 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.

Preferred Stocks, Common Stocks, and Other lnvested 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 including LLC’s. 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, and SSAP No. 93, Low Income Housing Tax Credit Property Investments. Audited financial statements for these investments are received on an annual basis. OTTI on stocks is evaluated under the methodology described in Note 3.

10

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

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 Statements 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 Statements 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 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.

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.

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 asset valuation reserve (“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 surplus. The interest maintenance reserve (“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

11

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

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, interest rate swaps and swaptions. Derivatives are accounted for in accordance with SSAP No. 86, Derivatives.

Interest rate swaps are employed for duration matching purposes, and in replication transactions, which are used to hedge the guaranteed minimum living benefit offered in some of the Company’s variable annuity policies. Interest rate swaps are reported at fair value except those used in replication transactions which are reported at amortized cost. Changes in fair value are recorded as unrealized gains/losses within surplus.

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 reported 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.

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 obligations under certain fixed index annuity contracts. The interest credited on these products is based on the changes in the indices. 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 reported at fair value. 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 reported at fair value and changes in fair value are recorded in unrealized gains/losses within surplus.

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. These liabilities include estimates of the expenses that will be incurred in connection with the payment of the benefit payments. 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.

12

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

DEPOSIT TYPE CONTRACTS

Liabilities for funding agreements, investment-type contracts such as supplementary contracts not involving life contingencies, and certain structured settlement annuities are based on account value or accepted actuarial standards and methods including use of prescribed interest rates.

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. 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 realization of such DTAs. Refer to Note 14 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 of the Company. The Company earns Separate Account fees for providing administrative services and bearing the mortality and other guaranteed benefit risks related to contracts for which funds are invested in variable Separate Accounts.

Certain activity from the variable Separate Accounts is reflected in the Company’s financial statements as follows:

• 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,

13

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

guaranteed minimum income 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 Statements 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. Refer to Note 16 for further discussion of the DRD.

ACCOUNTING PRONOUNCEMENTS

New and Adopted Accounting Pronouncements

Effective January 1, 2018, the NAIC adopted changes to SSAP No. 100, Fair Value, to allow net asset value per share as a practical expedient to fair value, either when specifically named in a SSAP or when specific conditions exist. The Company elected to early adopt this guidance in its 2017 reporting. The adoption of the revisions within SSAP No. 100 did not have a significant impact on the financial statements of the Company.

Effective December 31, 2017, the NAIC adopted changes to SSAP No. 26, Bonds. The changes include removing SVO-identified instruments from the definition of a bond and providing separate statutory accounting guidance for exchange-traded bond funds (“ETFs”). The Company has elected to use a documented systematic value measurement method for ETFs. Revisions also incorporate the definition of a security within the definition of a bond, and incorporate definitions for non-bond, fixed-income instruments. The adoption of the revisions within SSAP No. 26 did not have a significant impact on the financial statements of the Company.

Effective January 1, 2017, the NAIC adopted changes to SSAP No. 35R, Guaranty Fund and Other Assessments, to require revisions to the discounting of long-term care guaranty fund assessments and related assets. The adoption of the revisions within SSAP No. 35R did not have a significant impact on the financial statements of the Company.

Effective January 1, 2017, the NAIC adopted changes to SSAP No. 41R, Surplus Notes, to provide guidance on howto determine the measurement method for surplus notes. The adoption of the revisions within SSAP No. 41R did not have a significant impact on the financial statements of the Company.

Effective January 1, 2017, the NAIC adopted changes to SSAP No. 103R, Transfers and Servicing of Financial Assets and Extinguishment Liabilities, to provide accounting and reporting guidance for short sales. The adoption of the revisions within SSAP No. 103R did not have a significant impact on the financial statements of the Company.

2. RELATED-PARTY TRANSACTIONS

The Company has significant transactions with 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 and other related parties.

14

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

In October 2017, the Parent changed its name to Group One Thousand One, LLC from Delaware Life Holdings, LLC, and the name of the Company’s group, which is associated with NAIC Group Code No. 4794, was changed to Group One Thousand One from Delaware Life Holdings Group.

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.

Investments in Subsidiaries – Common Stocks

(In Thousands)
			Carrying Value
			December 31,
Entity Name	Type of Subsidiary		2018		2017
DLNY		Insurance	$	366,354	$	369,198
DL Reinsurance Company		Insurance		32,357		32,878
Delaware Life Reinsurance (U.S.) Corp.		Insurance		21,557		20,335
Clarendon Insurance Agency, Inc.		Non Insurance		1,454		1,454
Total			$	421,722	$	423,865

The Company values Clarendon Insurance Agency, Inc. (“Clarendon”) as described in paragraph 8.b.ii of SSAP No. 97. At December 31, 2018 and 2017, the admitted amount was $1,454 thousand. The Company’s Sub-2 filing for Clarendon will be completed in accordance with SSAP No. 97.

Investments in Affiliates – Preferred Interests

In December 2018, DL Investment Holdings 2015-1, LLC (“DLIH 2015”) amended and restated its Limited Liability Company Agreement to restructure its membership interests and include an affiliate of the Company, DLHP II AH, LLC (“DLHP”), as a party to the agreement. As part of the restructuring, the Company received $255.0 million par value of Series A Preferred Units (non-voting interests) in exchange for the equity of DLIH 2015 that was held by the Company prior to the restructuring. The Series A Preferred Units pay a cumulative annual rate of 6% and are redeemable at the option of DLIH 2015. DLHP received 100% of the Series A Common Units (voting interests). The Company recorded an unrealized gain as a result of the restructuring equal to $98.0 million. The carrying value of the Series A Preferred Units as of December 31, 2018 was $255.0 million.

Investments in Affiliates – Other lnvested Assets

The Company owns controlling membership interests in 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; Conway Capital, LLC; Clear Spring PC Holdings, LLC, Clear Spring Health Holdings, LLC, Ellendale Insurance Agency, LLC; DL Investment Holdings 2016-1, LLC; and DL Investment Holdings 2016-2, LLC. The value of certain of these limited liability companies without audited financial statements was non-admitted as of December 31, 2018 and December 31, 2017.

The Company contributed a total of $10.0 million of capital to DL Investment Holdings 2016 -1, LLC during 2017.

Effective January 2017, SeaBright Insurance Company (“SeaBright”), a Texas domestic property and casualty insurance company, became a controlled insurer of the Company through an indirect subsidiary, Clear Spring PC Acquisition Corp., a Delaware corporation, which in turn is wholly owned by the Company’s direct subsidiary, Clear Spring PC Holdings, LLC (“CSPCH”), a Delaware limited liability company. The Company is an 80% owner of CSPCH. During 2018, SeaBright’s name was changed to Clear Spring Property and Casualty Company (“CSP&C”).

15

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

The Company invested a total of $48.8 million for the acquisition of CSP&C and for additional capital contributions during 2017.

In 2017, the Company organized Clear Spring Health Holdings, LLC(“CSHH”), a Delaware limited liability company, that was formed in connection with the group’s entry into the health benefits business. The Company contributed approximately $2.0 million to CSHH during 2017, which was then transferred to Clear Spring Health of Illinois, Inc. During 2018, the Company contributed $8.5 million to CSHH, of which $3.5 million was used to purchase Eon Health Plan LLC (“EHP”) and $5.0 million was transferred upon purchase as a capital contribution.

The Company values its investments in CSPCH and CSHH at $44.8 million and ($2.3) million, respectively, using the look-through approach.

The financial statements of CSPCH and its wholly-owned non-insurance subsidiary are not audited; therefore, the Company limited the value of CSPCH to 80% of the statutory value contained in the audited financial statements of CSPCH’s downstream insurance subsidiary, adjusted for unamortized goodwill in accordance with SSAP 97. All liabilities, commitments, contingencies, guarantees or obligations required to be recorded were considered by the Company in the determination of the carrying value.

The financials of CSHH and its wholly-owned non-insurance subsidiaries are also not audited; therefore, the Company limited the value of CSHH to the sum of the statutory values of CSHH’s insurance subsidiaries, modified to exclude accrued and unpaid capital contributions, and adjusted for any unamortized goodwill, liabilities, commitments, contingencies, guarantees or obligations required to be recorded in accordance with SSAP 97.

Dividends/Distributions

In December 2018, December 2017, and November 2016, the Company received ordinary dividends from DLNY in the amounts of $20.3 million, $40.4 million, and $17.2 million, respectively. In September 2018, DLIH 2015 distributed $15.0 million of capital back to the Company. In October 2018, the Company received an ordinary dividend of $2.9 million from DL Reinsurance Company (“DLRC”). In December 2018, Ellendale Insurance Agency, LLC paid a distribution in the amount of $20.0 million to the Company. Refer to Note 15 for a summary of dividends paid to the Parent.

Reinsurance-Related Agreements

The Company has two reinsurance agreements with DLRC. Under one agreement, the Company cedes certain risks associated with the Company’s variable annuity contracts and associated riders on a combination modified coinsurance and funds withheld coinsurance basis to DLRC (the “VA Treaty”). Under the second agreement, the Company cedes a quota share of certain risks associated with various fixed index annuity products and associated riders to DLRC (the “FIA Treaty”). The VA Treaty and the FIA Treaty transfer hedging risks to DLRC, but do not transfer insurance risks. Both treaties are accounted for using deposit accounting. As a result of the treaties between the Company and DLRC, certain gains (losses), previously accounted for as other changes in capital stock and surplus, net investment income (loss), and net realized capital gains (losses), are now accounted for as investment income (loss) on reinsurance deposit asset. During 2018 and 2017, there were changes in the hedging strategy by the Company and certain hedges were excluded or added from/to the two treaties. DLRC, as reinsurer, consented to these changes as required by the treaties.

Hedging risk is defined as changes in unrealized hedging instrument gains or losses, realized gains and losses on dispositions of hedging instruments, and investment income or loss from hedging instruments. “Investment expense (income) on funds held” represents amounts paid or received on hedging instruments that were ceded under the treaties, and for 2017 and 2016, ceded realized gains and losses on dispositions of hedging instruments. Beginning in 2018, the ceded realized gains and losses were reported in “Net realized capital gains (losses)”. “Investment income (expense) on funds held – unrealized” represents the unrealized gain or loss for the period on

16

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

hedging instruments that has been ceded to DLRC. “Investment income (loss) on reinsurance deposit asset” represents the net gains and losses on all hedging instruments ceded under the treaties.

A summary of the pretax impacts of these two treaties on the Company’s Statements of Operations and Statements of Changes in Capital Stock and Surplus is set forth below as of December 31:

(In Thousands)
	Treaty Impacts
Statements of Operations	2018			2017			2016
Investment Income (Loss) on Reinsurance Deposit Asset	$	19,592		$	(262,531	)	$	(327,872	)
Total Revenue		19,592			(262,531	)		(327,872	)
Investment Expense (Income) on Funds Held		123,723			(299,170	)		(190,220	)
Total Policyholder Benefits and Expenses		123,723			(299,170	)		(190,220	)
Net Realized Capital Gains (Losses)		(23,223	)		—			—
Net (loss) income		(127,354	)		36,639			(137,652	)
Statements of Changes in Capital Stock and Surplus
Investment Income (Expense) on Funds Held—Unrealized		127,354			(36,639	)		137,652
Net Change in Capital Stock and Surplus from VA and FIA Treaties (excluding reinsurance fee)	$	—		$	—		$	—

In addition, the Company recognized a reinsurance deposit accounting asset of $1,052.0 million and $861.4 million at December 31, 2018 and 2017, respectively, and a corresponding amount in funds held under coinsurance liability.

The Company has a reinsurance agreement with Delaware Life Reinsurance (Barbados) Corp. (“Barbco”), an affiliate, under which it cedes risks associated with certain of the Company’s in-force corporate-owned variable universal life insurance and private placement variable universal life insurance policies on a combination coinsurance and coinsurance with funds-held basis.

The Company has a reinsurance agreement with Barbco under which it cedes mortality risks associated with certain of the Company’s in-force bank-owned variable universal life insurance policies on a yearly renewable term basis.

Debt and Surplus Note Transactions

In June 2017, Delaware Life Insurance and Annuity Company (Bermuda) Ltd. (“DLIAC”) entered into a $40.0 million demand promissory note (the “DLIAC Note”) with the Company. DLlAC’s borrowings under the DLIAC Note may be used for general corporate purposes. Borrowings bear interest at LIBOR plus 115 basis points, with a commitment fee of 48 basis points for any unused portion of the DLIAC Note. No amounts were outstanding at December 31, 2018 or 2017.

In May 2017, DLNY entered into a $35.0 million demand promissory note (the “DLNY Note”) with the Company. DLNY’s borrowings under the DLNY Note may be used for general corporate purposes. Borrowings bear interest at LIBOR plus 115 basis points, with a commitment fee of 48 basis points for any unused portion of the DLNY Note. No amounts were outstanding at December 31, 2018 or 2017.

17

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

As of December 31, 2018 and 2017, the Company had $565.0 million of surplus notes outstanding. The Company has 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, some of which were related parties as of December 31, 2018 and 2017 (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, 2018, the Noteholders were as follows: Eisenhower LLC, EquiTrust Life Insurance Company, Estate of Jeffrey S. Lange, Guggenheim Life and Annuity Company, Heritage Life Insurance Company, Midland National Life Insurance Company, Naismith LLC, North American Company for Life and Health Insurance, and Security Benefit Life Insurance Company.

The details of outstanding surplus notes at December 31, 2018 and 2017 were as follows (amounts in thousands):

Issue Date	Type		Rate			Maturity		Face Amount		Principal/ Carrying Value		Interest Paid Years Ended December 31, 2018 and 2017
12/15/1995		Surplus		6.15	%		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		6.15	%		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 are subordinate to payments due to policyholders, claimants and beneficiaries, as well as all other classes of creditors other than the Noteholders. After payment in full of certain obligations set forth in 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 is entitled to receive payment in full. The Company has no 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 the surplus notes for the years ended December 31, 2018, 2017 and 2016, respectively. Total interest paid from inception through December 31, 2018 was approximately $949.4 million. There have been no principal payments since original issuance of the surplus 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 interest payments and the related accrual in the amount of $4.3 million at December31, 2018 and 2017.

18

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

Administrative Services Agreements

The Company is party to various related-party agreements. The following agreements were in effect at December 31, 2018 and 2017.

The Company sponsored the Delaware Life Insurance Company 401(k) Savings Plan (the “401(k) Plan”), which qualified under Section 401(k) of the Internal Revenue Code and included 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 affiliates pursuant to inter-company service agreements. The expenses incurred by the Company under the 401(k) Plan and the RIA were $2.3 million, $2.1 million, and $1.8 million, respectively, for the years ended December 31, 2018, 2017 and 2016, of which $0.1 million, $0.1 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. The Company allocated amounts related to this agreement of $9.4 million, $8.6 million, and $9.2 million for the years ended December31, 2018, 2017 and 2016, respectively.

The Company has an administrative services agreement with DLIAC, pursuant to which the Company performs various administrative services on behalf of DLIAC. Amounts allocated under this agreement amounted to approximately $0.4 million, $0.3 million, and $0.2 million for the years ended December 31, 2018, 2017 and 2016, respectively.

The Company has an administrative services agreement with 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, pursuant to which Clarendon serves as principal underwriter and distributor for all variable insurance and annuity products issued by the Company. There were equal and offsetting amounts incurred under these two agreements.

The Company has a services agreement with Barbco, pursuant to which the Company provides certain administrative and functional services to Barbco on a cost-reimbursement basis. Amounts allocated under this agreement amounted to approximately $0.4 million, $0.3 million, and $0.2 million for the years ended December 31, 2018, 2017 and 2016, respectively.

The Company has an administrative services agreement with DLRC, pursuant to which the Company furnishes certain investment, actuarial and administrative services to DLRC. Amounts allocated in 2018, 2017 and 2016 were negligible.

The Company has a services agreement with CSP&C, pursuant to which the Company furnishes certain administrative and functional services to CSP&C. Amounts allocated under this agreement were $0.6 million and $0.6 million for the years ended December 31, 2018 and 2017, respectively.

A federal tax allocation agreement has been implemented with the Company as the common parent of an affiliated group of companies that includes DLNY, as described in Note 14.

An administrative services agreement between the Company and Delaware Life Reinsurance (U.S.) Corp. (“DLOK”), pursuant to which the Company provides certain services to DLOK, including finance, legal, compliance, administrative, information technology and other operational and support functions. No amounts were allocated under this agreement for the years ended December 31, 2018 and 2017, respectively.

A services and resource sharing agreement between the Company and EHP, pursuant to which the Company provides certain services and resources to EHP, including finance, legal, compliance, human resources, investment,

19

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

administrative, information technology and other support functions. No amounts were allocated under this agreement for the year ended December 31, 2018.

A services and resource sharing agreement between the Company and Group One Thousand One Advisory Services, LLC (“GOTO Advisory”), pursuant to which the Company provides certain services and resources to GOTO Advisory, including the provisions of investment management services and related resources. No amounts were allocated under this agreement for the year ended December 31, 2018.

A services and resource sharing agreement between the Company and CSHH pursuant to which the company provides certain services and resources to CSHH, including personnel for finance, legal, compliance, human resources, administrative, information technology and other operational support functions. No amounts were allocated under this agreement for the year ended December31, 2018.

On August 2, 2013, the Parent acquired all of the issued and outstanding shares of the Company from Sun Life Canada (U.S.) Holdings, Inc. (the “Sale Transaction”). In connection with the Sale Transaction, 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 in effect that the Company has filed pursuant to the terms of this undertaking:

The Company has an investment management agreement with 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 $5.8 million, $4.2 million, and $5.3 million for the years ended December 31, 2018, 2017 and 2016, respectively.

The Company has an investment services agreement with GPIM, whereby GPIM provides services to the Company with respect to certain General Account assets that GPIM does not manage for the Company under the above cited agreement. Expenses incurred under this agreement amounted to approximately $2.2 million, $2.9 million, and $2.8 million for the years ended December 31, 2018, 2017 and 2016, respectively.

The Company has a services agreement with Guggenheim Commercial Real Estate Finance, LLC (“GCREF”), whereby GCREF provides mortgage loan sourcing, origination and administration services to the Company. No expenses related to this agreement were incurred during 2018, 2017 or 2016.

The Company has a services agreement with 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 $65.5 million, $58.6 million and $57.0 million for the years ended December 31,2018, 2017 and 2016, 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 incurred under this agreement amounted to approximately $15.5 million, $16.8 million and $20.1 million for the years ended December 31, 2018, 2017 and 2016, respectively.

A limited discretionary investment advisory agreement between the Company and Guggenheim Investment Advisors, LLC (“GIA”), pursuant to which GIA provides investment advisory services to the Company. No amounts were allocated under this agreement for the years ended December 31, 2018.

The Company has a services agreement with se², llc (“SE2”), under which SE2 provides annuity and life insurance policy servicing and third-party administrator services to the Company. Refunds received and expenses incurred

20

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

under this agreement amounted to approximately $(17.9) million, $27.2 million, and $24.4 million for the years ended December 31, 2018, 2017 and 2016, respectively. In addition, the Company incurred $20.1 million, $25.2 million and $35.9 million of administration system conversion costs related to this agreement for the years ended December 31, 2018, 2017 and 2016, respectively (SE2 became disaffiliated with Guggenheim Capital, LLC during 2017).

The Company has a selling agreement among the Company, GIS, and South Blacktree Insurance Agency, 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 did not incur expenses under this agreement for the years ended December 31, 2018, 2017 and 2016.

The Company had $12.9 million and $10.0 million due from affiliates, $0 and $0 due to affiliates, and $19.0 million and $19.1 million included in general expenses due or accrued to other related parties as of December 31, 2018 and 2017, respectively, under the terms of various management and services contracts which provide for cash settlements on a quarterly or more frequent basis.

Other

As of December 31, 2018 and 2017, the Company held $171.0 million and $110.6 million of affiliated short-term investments. All of the 2017 affiliated short-term investments matured in 2018, resulting in no gain. These investments were from Armstrong STF IV, LLC, Marcy STF I, LLC, Delaware Life Marketing, LLC (formerly Redfield STF II, LLC), and Wright STF III, LLC. The Company recorded $9.1 million of investment income in 2018 from these investments, and the average yield was 7.4%. During 2018, the Company purchased a short-term investment from a new affiliate, WPH Holdings II Parent, LLC, totaling $256.0 million and also disposed of $85.0 million of this investment, resulting in no gain. $10.0 million of the $85.0 million disposal was sold to Aureum Reinsurance Company, Ltd. (“ARC”) as part of a related-party transaction. The Company recorded $13.8 million of investment income related to these short-term investments in 2018, and the average yield was 8.0%.

The Company’s wholly-owned subsidiary, DL Service Holdings, LLC, held company owned life insurance (“COLI”) policies on the lives of key executives of the Company issued by EquiTrust Life Insurance Company (“ELIC”), a former related party, in 2014. At December 31, 2017, the net cash surrender value of these COLI policies was $74.8 million. These policies were surrendered during 2018 and the Company received cash equal to the net cash surrender value of $78.3 million.

In 2014, the Company issued private placement variable universal life (“PPVUL”) policies to ELIC through a subsidiary single member limited liability company, IDF IX, LLC, which had a total value of $240.8 million and outstanding policy loans of $169.9 million at December 31, 2017. During 2018, ELIC surrendered the policies with a total value of $255.8 million, and the Company demanded repayment of the $182.4 million of related policy loans, including capitalized interest. In December 2018, prior to the settlement of the surrender and related policy loans, ELIC sold its rights to the cash surrender value of the PPVUL policies and its obligations of the related policy loans to an external party. As a result of the sale and subsequent settlement transactions, the Company exchanged the PPVUL policies for funding agreements at the same total value and received $166.2 million of corporate term loans and $16.2 million of cash to extinguish the policy loan debt assumed by the external party.

21

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

At December 31, 2018 and 2017, the Company had investments in parties related to or managed by Guggenheim Capital, LLC, Inc. as follows:

	December 31,
(In Thousands)	2018		2017
Bonds	$	738,483	$	570,765
Commercial Mortgage Loans		2,534		—
Common Stocks		54,773		70,685
Other Invested Assets		43,495		61,891
Total	$	839,285	$	703,341

Guarantees

The Company, as successor to Keyport Life Insurance Company (“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, 2018 and December 31, 2017 was approximately $207.9 million and $230.7 million, respectively. At December31, 2018 and 2017, 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 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 $6.8 million and $7.9 million at December 31, 2018 and 2017, respectively. There is no liability accrued for this guaranty.

Pursuant to an agreement effective January 20, 2017, the Company guarantees punctual payment to Merrill Lynch Professional Clearing Corp. (“ML Pro”) and certain affiliates of ML Pro (collectively, the “Guaranteed Parties”) by DLIH 2015, and other subsidiaries of the Company that may be added to the guaranty (collectively, the “ML Customers”), in connection with accounts the ML Customers have with the Guaranteed Parties. The obligations of the Company under the guaranty agreement are limited to $300.0 million.

22

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

In 2018, CSP&C entered into a lease agreement for an office in Boca Raton, Florida that expires February 2021. The Company is a guarantor of the lease which has future minimum lease commitments of approximately $0.4 million.

3. BONDS AND PREFERRED STOCKS

The statement value and fair value of the Company’s bonds and preferred stocks were as follows:

	December 31, 2018
	Statement		Gross Unrealized		Gross Unrealized			Estimated
(In Thousands)	Value		Gains		Losses			Fair Value
Bonds:
U.S. Governments	$	265,444	$	163	$	(1,577	)	$	264,030
All Other Governments		12,905		34		(260	)		12,679
U.S. States, Territories and Possessions (Direct and Guaranteed)		3,732		35		(5	)		3,762
U.S. Special Revenue and Special Assessment Obligations and all Non-Guaranteed Obligations of Agencies and Authorities of Governments and Their Political Subdivisions		254,762		5,096		(2,165	)		257,693
Industrial and Miscellaneous (Unaffiliated)		9,384,291		43,610		(355,599	)		9,072,302
Hybrid Securities		167,960		1,432		(9,172	)		160,220
SVO Identified Exchange Traded Funds		408,611		—		(31,727	)		376,884
Total Bonds	$	10,497,705	$	50,370	$	(400,505	)	$	10,147,570
Preferred Stocks	$	566,677	$	3,061	$	(938	)	$	568,800

	December 31, 2017
			Gross		Gross
	Statement		Unrealized		Unrealized			Estimated
(In Thousands)	Value		Gains		Losses			Fair Value
Bonds:
U.S. Governments	$	259,460	$	199	$	(1,934	)	$	257,725
All Other Governments		17,721		39		(74	)		17,686
U.S. States, Territories and Possessions (Direct and Guaranteed)		1,055		38		—			1,093
U.S. Special Revenue and Special Assessment Obligations and all Non- Guaranteed Obligations of Agencies and Authorities of Governments and Their Political Subdivisions		136,639		5,286		(891	)		141,034
Industrial and Miscellaneous (Unaffiliated)		7,126,264		133,776		(48,375	)		7,211,665
Hybrid Securities		29,829		2,394		(1,477	)		30,746
SVO Identified Exchange Traded Funds		518,151		2,220		(840	)		519,531
Total Bonds	$	8,089,119	$	143,952	$	(53,591	)	$	8,179,480
Preferred Stocks	$	174,641	$	4,388	$	(45	)	$	178,984

23

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

The statement value and estimated fair value by maturity periods for bonds, other than ABS and MBS, are shown below. Actual maturities may differ from contractual maturities on ABS and MBS because 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, 2018
(In Thousands)	Statement Value		Estimated Fair Value
Due in one year or less	$	436,382	$	435,354
Due after one year through five years		2,858,751		2,807,879
Due after five years through ten years		1,622,224		1,586,274
Due after ten years		2,745,311		2,540,788
SVO Identified Exchange Traded Funds		408,611		376,884
Total before asset and mortgage-backed securities		8,071,279		7,747,179
Asset and mortgage-backed securities		2,426,426		2,400,391
Total	$	10,497,705	$	10,147,570

Proceeds from sales and maturities of investments in bonds and preferred stock during 2018, 2017 and 2016, were $4.4 billion, $8.0 billion, and $13.2 billion, including non-cash transactions of $375.4 million, $195.8 million and $103.1 million, respectively; gross gains were $41.4 million, $63.6 million and $198.3 million respectively; and gross losses were $77.2 million, $22.9 million, and $12.7 million, respectively.

The Company had unfunded commitments for future fixed income fundings of $1,083.7 million and $716.6 million as of December 31, 2018 and 2017 respectively.

Bonds included above with a statement value of approximately $5.2 million for the years ended December 31, 2018 and 2017 were on deposit with governmental authorities as required by law.

Investment-grade bonds were 97.8% and 95.3% of the Company’s total bonds as of December 31, 2018, and 2017, respectively.

The fair value of publicly-traded bonds 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.

24

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

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 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 basis 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.

There were no credit impairments recorded in 2018, 2017 and 2016 on LBSS held as of December 31, 2018, 2017 and 2016, respectively, pursuant to SSAP No. 43R.

If the fair value of a bond, other than those subject to SSAP No. 43R, is less than its amortized cost basis at the 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 basis of the security and its fair value.

If the Company intends to sell the bond, 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 bond, 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 with a fair value 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 on this list is subject to a heightened level of monitoring because either the issue or the issuer or its industry, sector, geographic location, or political operating environment has been under stress.

25

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

“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 an 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 Statements 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, 2018, 2017 and 2016, the Company incurred write-downs of bonds totaling $5.8 million, $27.9 million, and $0.3 million respectively, including those subject to SSAP No. 43R. Of these amounts, no OTTI was related to sub-prime loans. $27.9 million of the 2017 OTTI was related to securities the Company intended to sell. All such OTTI was interest related.

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 were deemed temporarily impaired, aggregated by investment category, number of securities, and the length of time in an unrealized loss position, at December 31, 2018 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
Bonds:
U.S. Governments		2	$	4,891	$	(82	)		3	$	256,308	$	(1,495	)		5	$	261,199	$	(1,577	)
All Other Governments		2		250		(3	)		3		10,906		(257	)		5		11,156		(260	)
U.S. States, Territories and Possessions (Direct and Guaranteed)		2		2,251		(5	)		—		—		—			2		2,251		(5	)
U.S. Special Revenue and Special Assessment Obligations and all Non-Guaranteed Obligations of Agencies and Authorities of Governments and Their Political Subdivisions		20		22,053		(436	)		24		67,120		(1,729	)		44		89,173		(2,165	)
Industrial and Miscellaneous (Unaffiliated)		894		4,194,663		(167,435	)		218		1,587,043		(188,163	)		1,112		5,781,706		(355,598	)
Hybrid Securities		28		91,258		(6,000	)		5		36,135		(3,173	)		33		127,393		(9,173	)
SVO Identified Exchange Traded Funds		—		—		—			3		376,884		(31,727	)		3		376,884		(31,727	)
Total Bonds		948	$	4,315,366	$	(173,961	)		256	$	2,334,396	$	(226,544	)		1,204	$	6,649,762	$	(400,505	)
Preferred Stocks		3	$	40,000	$	(938	)		—	$	—	$	—			3	$	40,000	$	(938	)

26

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

The gross unrealized losses and fair value of investments, which were deemed temporarily impaired, aggregated by investment category, number of securities, and the length of time in an unrealized loss position, at December 31, 2017 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
Bonds: U.S. Governments		3	$	255,834	$	(1,934	)		—	$	—	$	—			3	$	255,834	$	(1,934	)
All Other Governments		1		13,115		(74	)		—		—		—			1		13,115		(74	)
U.S. Special Revenue and Special Assessment Obligations and all Non-Guaranteed Obligations of Agencies and Authorities of Governments and Their Political Subdivisions		9		18,281		(75	)		6		22,557		(816	)		15		40,838		(891	)
Industrial and Miscellaneous (Unaffiliated)		131		1,130,171		(11,313	)		126		1,311,103		(37,062	)		257		2,441,274		(48,375	)
Hybrid Securities		—		—		—			1		11,000		(1,477	)		1		11,000		(1,477	)
SVO Identified Exchange Traded Funds		2		113,488		(840	)		—		—		—			2		113,488		(840	)
Total Bonds		146	$	1,530,889	$	(14,236	)		133	$	1,344,660	$	(39,355	)		279	$	2,875,549	$	(53,591	)
Preferred Stocks		1	$	10,075	$	(45	)		—	$	—	$	—			1	$	10,075	$	(45	)

As summarized in the table below, the Company had indirect exposure to sub-prime loans with a book adjusted carrying value of $1.4 million as of December 31, 2018. This amount represented approximately one-tenth 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 as shown below (in thousands):

Type	Actual Cost		Book/Adjusted Carrying Value (excluding interest)		Fair Value
Residential Mortgage Backed Securities	$	864	$	864	$	915
Structured Securities		500		500		504
	$	1,364	$	1,364	$	1,419

As summarized in the table below, the Company had indirect exposure to sub-prime loans with a book adjusted carrying value of $1.5 million as of December 31, 2017. 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 as shown below (in thousands):

Type	Actual Cost		Book/Adjusted Carrying Value (excluding interest)		Fair Value
Residential Mortgage Backed Securities	$	1,032	$	1,032	$	1,174
Structured Securities		500		500		509
	$	1,532	$	1,532	$	1,683

27

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

5 GI Securities

The Company’s overall exposure to 5GI securities was as shown below:

(In thousands except for number of securities):

Investment	Number of 5 GI Securities				Aggregate Book Adjusted Carry Value				Aggregate Fair Value
	Current Year		Prior Year		Current Year		Prior Year		Current Year		Prior Year
LBSS		1		2	$	1	$	2,539	$	2	$	2,745
Total		1		2	$	1	$	2,539	$	2	$	2,745

4. MORTGAGE LOANS ON REAL ESTATE

The Company invests in commercial first mortgage loans throughout the United States and Great Britain. Investments are diversified by property type and geographic area in order to manage credit risk. The Company monitors the condition of the mortgage loans in its portfolio.

In those cases, where mortgages have been restructured, appropriate allowances for losses are made. In those cases where, in management’s judgment, the mortgage loan’s value is impaired, appropriate losses are recorded.

28

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

The following table shows the geographical distribution of the statement value of the Company’s mortgage loan portfolio as of December 31, 2018 and 2017 (in thousands):

	2018		2017
Alabama	$	3,331	$	3,512
Arizona		2,352		2,493
California		73,401		79,835
Colorado		17,187		17,823
Connecticut		10,925		10,925
Florida		130		485
Georgia		10,813		1,260
Idaho		1,438		1,508
Illinois		48,523		33,917
Kansas		13,300		13,300
Kentucky		1,744		1,830
Louisiana		577		742
Maine		2,534		2,478
Massachusetts		979		1,026
Michigan		7,669		7,669
Minnesota		4,322		631
Mississippi		2,567		2,684
New Jersey		5,426		5,832
New Mexico		4,125		4,385
New York		291,638		246,421
North Carolina		6,972		7,479
Ohio		4,148		9,545
Oregon		5,202		5,744
Pennsylvania		3,011		4,332
Rhode Island		—		153
South Carolina		1,535		1,993
Texas		7,323		13,320
Utah		3,549		3,945
Virginia		1,252		1,731
Washington		1,656		1,986
Wisconsin		43		209
Great Britain		8,995		4,629
General allowance for loan loss		(2,460)		(2,460	)
Total Mortgage Loans on Real Estate	$	544,207	$	491,362

The Company had $79.8 million and $36.3 million of outstanding mortgage loan commitments on real estate as of December 31, 2018 and December 31, 2017 respectively.

The Company originated nine mortgage loans and made four additional investments after acquisition with a total cost of $131.7 million during the year ended December 31, 2018 with rates ranging from 4.87% to 11.00%, eighteen mortgage loans with a total cost of $229.4 million during the year ended December 31, 2017 with rates ranging from 3.36% to 9.83%, and seventeen mortgage loans with a total cost of $118.7 million during the year ended December 31, 2016 with rates ranging from 3.0% to 13.68%. During the years ended December 31, 2018, 2017

29

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

and 2016, the Company did not reduce interest rates on any outstanding mortgage loans. Mortgage loans are collateralized by the related properties and are no more than 75% of the property’s value at the time the original loan is made.

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. 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. 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 Company did not have a specific allowance for loan loss at December 31, 2018 and 2017. 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 $2.5 million at December 31, 2018 and 2017. While management believes that it uses the best information available to establish allowances, future adjustments may become necessary if economic conditions differ from the assumptions used in calculating them. At December 31, 2018 and 2017, the Company individually and collectively evaluated loans with a gross carrying value of $546.7 million and $493.8 million, respectively.

As of December 31, 2018 and 2017, the Company held no restructured loans. 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. There were no loans past due greater than 90 days at December 31, 2018 or December 31, 2017.

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.

Other information is as follows:

			Residential				Commercial
(In Thousands)	Farm		Insured		All Other		Insured		All Other		Mezzanine		Total
December 31, 2018
Recorded Investment
Current	$	—	$	—	$	—	$	—	$	546,667	$	—	$	546,667
December 31, 2017
Recorded Investment
Current	$	—	$	—	$	—	$	—	$	493,822	$	—	$	493,822

The Company did not have any mortgages accruing interest more than 90 days past due or interest reduced during 2018 or 2017.

The Company did not have any investments in impaired loans during 2018 or 2017.

30

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

Allowance for Credit Losses:

(In Thousands)	2018		2017
Balance at Beginning of Period	$	2,460	$	2,460
Additions Charged to Operations		—		—
Recoveries of Amounts Previously Charged Off		—		—
Balance at End of Period	$	2,460	$	2,460

The following table provides an aging of commercial mortgage loans as of December 31, 2018 and 2017, based on the recorded investment net of allowances for credit losses:

(In Thousands)	2018			2017
Current	$	546,667		$	493,822
Total Allowance for Loan Loss		(2,460	)		(2,460	)
Total Mortgage Loans on Real Estate	$	544,207		$	491,362

5. REPURCHASE AGREEEMENTS AND REVERSE REPURCHASE AGREEMENTS TRANSACTIONS ACCOUNTED FOR AS SECURED BORROWING

REPURCHASE TRANSACTION - CASH PROVIDER - OVERVIEW OF SECURED BORROWING TRANSACTIONS

(1) The Company opportunistically uses repurchase transactions in conjunction with its liquidity management program to temporarily provide short-term liquidity from time-to-time as needed and determined by the Company. Using repurchase transactions to meet the short-term liquidity needs positions the Company to be prepared to execute on opportunistic investments as they arise. The collateral posted by the Company is subject to fair value change and a decline in fair value could require the company to post additional collateral to the counterparty. This risk is mitigated by the company’s internal policy of limiting repurchase transactions to 5.0% of its available collateral. Potential liquidity risks arising from a duration mismatch between the collateral and repurchase transaction are mitigated by the Company’s other sources of liquidity, such as monthly principal and interest payments, premium sales by the Company, and other lines of credit established by the Company. The Company typically receives cash for its repurchase transactions, however on occasion the company has received United States Treasuries. In the case of United State Treasuries, the Company monitors the price of the Treasury collateral to ensure the Company is adequately collateralized.

(2)    Type of Repurchase Trades Used

	1 FIRST	2 SECOND	3 THIRD	4 FOURTH
a. Bilateral (YES/NO)	Yes	Yes	Yes	Yes
b. Tri-Party (YES/NO)	No	No	No	No

31

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(3)    Original (Flow) & Residual Maturity

(in Thousands)	FIRST QUARTER								SECOND QUARTER
	MINIMUM		MAXIMUM		AVERAGE DAILY BALANCE		ENDING BALANCE		MINIMUM		MAXIMUM		AVERAGE DAILY BALANCE		ENDING BALANCE
a. Open - No Maturity	$	25,000	$	25,000	$	25,000	$	25,000	$	25,000	$	25,000	$	25,000	$	25,000
b. Overnight		—		—		—		—		—		—		—		—
c. 2 Days to 1 Week		—		—		—		—		—		—		—		—
d. > 1 Week to 1 Month		—		—		—		—		—		—		—		—
e. > 1 Month to 3 Months		—		—		—		—		—		—		—		—
f. > 3 Months to 1 Year		—		—		—		—		—		—		—		—
g. > 1 Year		—		—		—		—		—		—		—		—

(in Thousands)	THIRD QUARTER								FOURTH QUARTER
	MINIMUM		MAXIMUM		AVERAGE DAILY BALANCE		ENDING BALANCE		MINIMUM		MAXIMUM		AVERAGE DAILY BALANCE		ENDING BALANCE
a. Open - No Maturity	$	25,000	$	25,000	$	25,000	$	25,000	$	25,000	$	25,000	$	25,000	$	25,000
b. Overnight		—		—		—		—		—		—		—		—
c. 2 Days to 1 Week		—		—		—		—		—		—		—		—
d. > 1 Week to 1 Month		—		—		—		—		—		—		—		—
e. > 1 Month to 3 Months		—		—		—		—		—		—		—		—
f. > 3 Months to 1 Year		—		—		—		—		—		—		—		—
g. > 1 Year		—		—		—		—		—		—		—		—

32

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(4) Counterparty, Jurisdiction and Fair Value (FV)

			FIRST QUARTER								SECOND QUARTER
(In Thousands)	JURISDICTION		MINIMUM		MINIMUM		AVERAGE DAILY BALANCE		ENDING BALANCE		MINIMUM		MAXIMUM		AVERAGE DAILY BALANCE		ENDING BALANCE
a. Default (Fair Value of Securities Sold/ Outstanding for Which the Repurchase Agreement Defaulted)		XX		XX		XX		XX		XX		XX		XX		XX		XX
b. Counterparty Credit Suisse Securities (USA) LLC		NY	$	25,000	$	25,000	$	25,000	$	25,000	$	25,000	$	25,000	$	25,000	$	25,000

			THIRD QUARTER								FOURTH QUARTER
(in Thousands)	JURISDICTION		MINIMUM		MINIMUM		AVERAGE DAILY BALANCE		ENDING BALANCE		MINIMUM		MAXIMUM		AVERAGE DAILY BALANCE		ENDING BALANCE
a. Default (Fair Value of Securities Sold/ Outstanding for Which the Repurchase Agreement Defaulted)		XX		XX		XX		XX		XX		XX		XX		XX		XX
b. Counterparty Credit Suisse Securities (USA) LLC		NY	$	25,000	$	25,000	$	25,000	$	25,000	$	25,000	$	25,000	$	25,000	$	25,000

5) Securities “Sold” Under Repurchase - Secured Borrowing

(In Thousands)	FIRST QUARTER								SECOND QUARTER
	MINIMUM		MAXIMUM		AVERAGE DAILY BALANCE		ENDING BALANCE		MINIMUM		MAXIMUM		AVERAGE DAILY BALANCE		ENDING BALANCE
a. BACV		XXX		XXX		XXX	$	23,187		XXX		XXX		XXX	$	23,177
b. Nonadmitted - Subset of BACV		XXX		XXX		XXX		XXX		XXX		XXX		XXX		XXX
c. Fair Value	$	25,102	$	26,108	$	25,559	$	25,240	$	24,543	$	24,543	$	24,543	$	24,543

33

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(In Thousands)	THIRD QUARTER								FOURTH QUARTER
	MINIMUM		MAXIMUM		AVERAGE DAILY BALANCE		ENDING BALANCE		MINIMUM		MAXIMUM		AVERAGE DAILY BALANCE		ENDING BALANCE
a. BACV		XXX		XXX		XXX	$	25,843		XXX		XXX		XXX	$	26,053
b. Nonadmitted - Subset of BACV		XXX		XXX		XXX		XXX		XXX		XXX		XXX		XXX
c. Fair Value	$	25,750	$	25,750	$	25,750	$	25,750	$	26,116	$	26,116	$	26,116	$	26,116

(6) Securities Sold Under Repurchase - Secured Borrowing by NAIC Designation

(In Thousands)	NONE		NAIC 1		NAIC 2		NAIC 3		NAIC 4		NAIC 5		NAIC 6		Nonadmitted
Bonds - BACV	$	—	$	22,793	$	3,260	$	—	$	—	$	—	$	—	$	—
Bonds - FV		—		22,933		3,183		—		—		—		—		—
LB & SS - BACV		—		—		—		—		—		—		—		—
LB & SS - FV		—		—		—		—		—		—		—		—
Preferred Stock - BACV		—		—		—		—		—		—		—		—
Preferred Stock - FV		—		—		—		—		—		—		—		—
Common Stock		—		—		—		—		—		—		—		—
Total Assets - BACV		—		22,793		3,260		—		—		—		—		—
Total Assets - FV		—		22,933		3,183		—		—		—		—		—

(7) Collateral Received - Secured Borrowing

FIRST QUARTER

SECOND QUARTER

(in Thousands)

MINIMUM

MAXIMUM

AVERAGE DAILY BALANCE

ENDING BALANCE

MINIMUM

MAXIMUM

AVERAGE DAILY BALANCE

ENDING BALANCE

Cash

XX

XX

XX

$

—

XX

XX

XX

$

—

Securities (FV)

XX

XX

XX

25,240

XX

XX

XX

24,543

Nonadmitted

XX

XX

XX

—

XX

XX

XX

—

THIRD QUARTER

FOURTH QUARTER

(in Thousands)

MINIMUM

MAXIMUM

AVERAGE DAILY BALANCE

ENDING BALANCE

MINIMUM

MAXIMUM

AVERAGE DAILY BALANCE

ENDING BALANCE

Cash

XX

XX

XX

$

—

XX

XX

XX

$

—

Securities (FV)

XX

XX

XX

25,750

XX

XX

XX

26,116

Nonadmitted

XX

XX

XX

—

XX

XX

XX

—

34

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(8) Cash & Non Cash Collateral Received – Secured Borrowing by NAIC Designation

(In Thousands)	NONE		NAIC 1		NAIC 2		NAIC 3		NAIC 4		NAIC 5		NAIC 6		Nonadmitted
a. Cash	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
b. Bonds - FV		—		26,116		—		—		—		—		—		—
c. LB & SS - FV		—		—		—		—		—		—		—		—
d. Preferred Stock - FV		—		—		—		—		—		—		—		—
e. Common Stock		—		—		—		—		—		—		—		—
f. Mortgage Loans - FV		—		—		—		—		—		—		—		—
g. Real Estate - FV		—		—		—		—		—		—		—		—
h. Derivatives - FV		—		—		—		—		—		—		—		—
i. Other Invested Assets - FV		—		—		—		—		—		—		—		—
j. Total Collateral Assets - FV (Sum of a through i)		—		26,116		—		—		—		—		—		—

(9) Allocation of Aggregate Collateral by Remaining Contractual Maturity

(in Thousands)	FAIR VALUE
a. Overnight and Continuous	$	—
b. 30 Days or Less		—
c. 31 to 90 Days		—
d. > 90 Days		26,116

(10) Allocation of Aggregate Collateral Reinvested by Remaining Contractual Maturity

Not applicable

(11) Liability to Return Collateral – Secured Borrowing (Total)

Not applicable

REVERSE REPURCHASE TRANSACTION – CASH PROVIDER -OVERVIEW OF SECURED BORROWING TRANSACTIONS

(1) The Company engages in a reverse repurchase agreement program. This program is intended to provide opportunistic, short-term financing to counterparties. Each repurchase agreement entered into is governed by the terms of the Master Repurchase Agreement (MRA) as agreed to between the parties. Under the terms of the MRA, the Company purchases investments from the counterparty and the counterparty agrees to repurchase the same, or similar investments, back from the Company on a specified date at a specified price. On the maturity date, the Company may elect to enter into a new repurchase agreement with that same repo counterparty. The Company’s decision to do so will be dependent on the Company’s liquidity needs and their assessment of the counterparty and collateral’s performance.

As a risk-mitigant, the Company requires its counterparties to post collateral in excess of the loan amount, otherwise known as over collateralization. The amount of over collateralization is up to the Company’s discretion, but will not be less than 102%. On average, the Company has required over collateralization of 120%. The short duration of the

35

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

repurchase agreements and the overcollateralization required by the Company mitigate potential financial risks associated with the transactions.

(2) Type of Repurchase Trades Used

	1 FIRST QUARTER	2 SECOND QUARTER	3 THIRD QUARTER	4 FOURTH QUARTER
a. Bilateral (Yes/No)	Yes	Yes	Yes	Yes
b. Tri-Party (Yes/No)	No	No	No	No

3) Original (Flow) & Residual Maturity

	FIRST QUARTER								SECOND QUARTER
(in Thousands)	MINIMUM		MAXIMUM		AVERAGE DAILY BALANCE		ENDING BALANCE		MINIMUM		MAXIMUM		AVERAGE DAILY BALANCE		ENDING BALANCE
a. Open - No Maturity	$	25,000	$	25,000	$	25,000	$	25,000	$	25,000	$	25,000	$	25,000	$	25,000
b. Overnight		—		—		—		—		—		—		—		—
c. 2 Days to 1 Week		—		—		—		—		—		—		—		—
d. > 1 Week to 1 Month		—		18,989		6,321		—		—		17,355		5,607		—
e. > 1 Month to 3 Months		—		127,100		104,585		99,900		—		99,900		23,495		16,260
f. > 3 Months to 1 Year		398,352		488,302		452,817		488,302		470,409		570,309		558,014		570,309
g. > 1 Year		—		—		—		—		—		—		—		—

	THIRD QUARTER								FOURTH QUARTER
(in Thousands)	MINIMUM		MAXIMUM		AVERAGE DAILY BALANCE		ENDING BALANCE		MINIMUM		MAXIMUM		MINIMUM		ENDING BALANCE
a. Open - No Maturity	$	25,000	$	25,000	$	25,000	$	25,000	$	25,000	$	25,000	$	25,000	$	25,000
b. Overnight		—		—		—		—		—		—		—		—
c. 2 Days to 1 Week		—		—		—		—		—		—		—		—
d. > 1 Week to 1 Month		—		16,260		5,324		—		—		241,144		36,953		12,904
e. > 1 Month to 3 Months		—		101,200		9,192		101,200		23,475		163,375		104,670		40,000
f. > 3 Months to 1 Year		483,709		584,909		571,014		483,709		244,069		560,309		417,471		269,909
g. > 1 Year		—		—		—		—		—		—		—		—

36

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(4) Counterparty, Jurisdiction and Fair Value (FV)

			FIRST QUARTER								SECOND QUARTER
(In Thousands)	JURISDICTION		MINIMUM		MAXIMUM		AVERAGE DAILY BALANCE		ENDING BALANCE		MINIMUM		MAXIMUM		AVERAGE DAILY BALANCE		ENDING BALANCE
a. Default (Fair Value of Securities Sold/ Outstanding for Which the Repurchase Agreement Defaulted)		XX		XX		XX		XX		XX		XX		XX		XX		XX
b. Counterparty Albatross AH, LLC		DE	$	40,000	$	40,000	$	40,000	$	40,000	$	40,000	$	40,000	$	40,000	$	40,000
Auburndale Asset Holdings, LTD		Cayman		18,000		18,000		18,000		18,000		18,000		18,000		18,000		18,000
Berentson Collateral Holding Company		DE		—		34,000		32,867		34,000		34,000		34,000		34,000		34,000
Bridger Financial, LLC		DE		35,250		35,250		35,250		35,250		35,250		35,250		35,250		35,250
Credit Suisse Securities (USA) LLC		NY		25,000		25,000		25,000		25,000		25,000		25,000		25,000		25,000
Erikson AH, LLC		DE		—		40,000		38,667		40,000		40,000		40,000		40,000		40,000
Fairplane AH, LLC		DE		—		10,000		2,167		10,000		10,000		10,000		10,000		10,000
FCE Funding, LLC		DE		10,000		10,000		10,000		10,000		10,000		10,000		10,000		10,000
Fleetwood Funding Company, LLC		DE		—		27,200		26,747		27,200		27,200		27,200		27,200		27,200
Lakefield Funding, LLC		DE		25,840		25,840		25,840		25,840		25,840		25,840		25,840		25,840
MPR Asset Funding, LLC		DE		44,000		78,200		73,640		78,200		78,200		78,200		78,200		78,200
Pennington Asset Holdings LTD		Cayman		22,500		22,500		22,500		22,500		22,500		22,500		22,500		22,500
Platler Financial Holdings, LLC		NJ		42,362		43,988		42,915		42,362		40,729		42,362		41,300		40,729
Secured Loan Funding 06-1, LLC		DE		36,000		101,700		92,940		101,700		101,700		101,700		101,700		101,700
Shook Hill Asset Holdings, LTD		Cayman		40,000		40,000		40,000		40,000		40,000		40,000		40,000		40,000
Solent Loan Investor, LLC		DE		—		28,750		27,792		28,750		28,750		28,750		28,750		28,750
Wickston Funding, LLC		DE		34,400		34,400		34,400		34,400		34,400		34,400		34,400		34,400

37

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

			THIRD QUARTER								FOURTH QUARTER
(In Thousands)	JURISDICTION		MINIMUM		MAXIMUM		AVERAGE DAILY BALANCE		ENDING BALANCE		MINIMUM		MAXIMUM		AVERAGE DAILY BALANCE		ENDING BALANCE
a. Default (Fair Value of Securities Sold/ Outstanding for Which the Repurchase Agreement Defaulted)		XX		XX		XX		XX		XX		XX		XX		XX		XX
b. Counterparty Albatross AH, LLC		DE	$	40,000	$	40,000	$	40,000	$	40,000	$	40,000	$	40,000	$	40,000	$	40,000
Auburndale Asset Holdings, LTD		Cayman		18,000		18,000		18,000		18,000		—		18,000		16,615		—
Berentson Collateral Holding Company		DE		34,000		34,000		34,000		34,000		34,000		34,000		34,000		34,000
Bridger Financial, LLC		DE		35,250		35,250		35,250		35,250		35,250		35,250		35,250		35,250
Credit Suisse Securities (USA) LLC		NY		25,000		25,000		25,000		25,000		25,000		25,000		25,000		25,000
Erikson AH, LLC		DE		40,000		40,000		40,000		40,000		40,000		40,000		40,000		40,000
Fairplane AH, LLC		DE		10,000		10,000		10,000		10,000		10,000		10,000		10,000		10,000
FCE Funding, LLC		DE		10,000		10,000		10,000		10,000		10,000		10,000		10,000		10,000
Fleetwood Funding Company, LLC		DE		27,200		27,200		27,200		27,200		27,200		27,200		27,200		27,200
Lakefield Funding, LLC		DE		25,840		25,840		25,840		25,840		25,840		25,840		25,840		25,840
MPR Asset Funding, LLC		DE		78,200		78,200		78,200		78,200		—		78,200		72,185		—
Pennington Asset Holdings LTD		Cayman		22,500		22,500		22,500		22,500		—		22,500		20,769		—
Platler Financial Holdings, LLC		NJ		39,069		40,729		39,698		39,069		37,374		39,069		37,993		37,374
Secured Loan Funding 06-1, LLC		DE		101,700		101,700		101,700		101,700		—		101,700		93,877		—
Shook Hill Asset Holdings, LTD		Cayman		40,000		40,000		40,000		40,000		—		40,000		36,923		—
Solent Loan Investor, LLC		DE		28,750		28,750		28,750		28,750		28,750		28,750		28,750		28,750
Wickston Funding, LLC		DE		34,400		34,400		34,400		34,400		34,400		34,400		34,400		34,400

(5) Fair Value of Securities Acquired Under Repurchase - Secured Borrowing    

	FIRST QUARTER								SECOND QUARTER
(In Thousands)	MINIMUM		MAXIMUM		AVERAGE DAILY BALANCE		ENDING BALANCE		MINIMUM		MAXIMUM		AVERAGE DAILY BALANCE		ENDING BALANCE
Fair Value of Securities Acquired Under Repurchase—Secured Borrowing	$	601,537	$	720,817	$	689,008	$	720,817	$	721,796	$	723,838	$	722,511	$	721,796

38

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

	THIRD QUARTER								FOURTH QUARTER
(In Thousands)	MINIMUM		MAXIMUM		AVERAGE DAILY BALANCE		ENDING BALANCE		MINIMUM		MAXIMUM		AVERAGE DAILY BALANCE		ENDING BALANCE
Fair Value of Securities Acquired Under Repurchase—Secured Borrowing	$	719,721	$	721,796	$	720,508	$	719,721	$	428,269	$	71,921	$	696,120	$	428,269

(6) Securities Acquired Under Repurchase – Secured Borrowing by NAIC Designation

(In Thousands)	1 NONE		2 NAIC 1		3 NAIC 2		4 NAIC 3		5 NAIC 4		6 NAIC 5		7 NAIC 6		8 NONADMITTED
Bonds—FV	$	403,517	$	24,752	$	—	$	—	$	—	$	—	$	—	$	—
LB & SS—FV		—		—		—		—		—		—		—		—
Preferred Stock—FV		—		—		—		—		—		—		—		—
Common Stock		—		—		—		—		—		—		—		—
Mortgage Loans—FV		—		—		—		—		—		—		—		—
Real Estate—FV		—		—		—		—		—		—		—		—
Derivatives—FV		—		—		—		—		—		—		—		—
Other Invested Assets—FV		—		—		—		—		—		—		—		—
Total Assets	$	403,517	$	24,752	$	—	$	—	$	—	$	—	$	—	$	—

(7) Collateral Pledged – Secured Borrowing

Not applicable

(8) Allocation of Aggregate Collateral Pledged by Remaining Contractual Maturity

Not applicable

(9) Allocation of Aggregate Collateral Pledged by Remaining Contractual Maturity

Not applicable

(10) Recognized Liability to Return Collateral—Secured Borrowing (Total)

Not applicable

6. INVESTMENT GAINS AND LOSSES

Realized capital gains and losses on bonds, preferred stock, mortgages and interest rate swaps, which relate to changes in the general level of interest rates, are charged or credited to the IMR, net of tax, and amortized into operations over the remaining contractual life of the security sold. Realized gains and losses from all other investments are reported, net of tax, in the Statements of Operations but are not included in the computation of net gain from operations.

39

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

Changes in unrealized gains and losses on investments are reported as a component of Capital Stock and Surplus, net of deferred income taxes.

	Years Ended December 31,
(In Thousands)	2018			2017			2016
Realized Gains (Losses):
Bonds	$	(41,605	)	$	12,901		$	185,285
Preferred Stocks		23			(46	)		16
Common Stocks		566			—			7,060
Mortgage Loans		374			(57	)		63
Cash, Cash Equivalents and Short-term Investments		—			155			88
Other Invested Assets		(54,476	)		(590	)		950
Other Hedging Investments		—			—			4,783
Derivative Instruments		16,576			27,896			63,478
Reinsurance Realized Gains (Losses)		(23,223	)		—			—
Subtotal		(101,765	)		40,259			261,723
Capital Gains Tax Expense		—			8,105			60,364
Net Realized Gains (Losses)		(101,765	)		32,154			201,359
Losses (Gains) Transferred to IMR (Net of Taxes)	$	91,199		$	(8,109	)	$	(126,772	)
Total	$	(10,566	)	$	24,045		$	74,587

	Years Ended December 31,
	2018			2017			2016
(In Thousands)
Changes in Net Unrealized Capital Gains (Losses)
Net of Deferred Income Tax:
Bonds	$	(38	)	$	(77	)	$	119
Common Stocks of Non-affiliates		(2,144	)		(1,473	)		8,003
Common Stocks of Affiliates		(14,004	)		(33,845	)		2,897
Preferred Stocks		77,368			—			—
Mortgage Loans		—			—			6,175
Derivative Instruments		(72,222	)		26,171			(39,386	)
Other Hedging Investments		(26,744	)		7,694			(135,495	)
Other Invested Assets		(68,093	)		(115,335	)		2,582
Tax Rate change impact		—			21,140			—
Total	$	(105,877	)	$	(95,725	)	$	(155,105	)

The deferred tax netted in unrealized capital gains (losses) above, except for common stock of affiliates and other affiliated invested assets, was $26.6 million, ($21.6) million, and $57.6 million at December 31, 2018, 2017 and 2016, respectively.

In 2015, the Company implemented a public bond trading strategy which results in the increase in investment cash flows from both sales and acquisitions of bonds. Included in the investment cash flows are proceeds from sales of bonds to related parties and the cost of bonds acquired from related parties totaling $736.9 million and $7.7

40

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

million, respectively, for the year ended December 31, 2018, $1,060.9 million and $1,001.2 million, respectively, for the year ended December 31, 2017, and $4,162.8 million and $3,961.5 million, respectively, for the year ended December 31, 2016. Net realized gains before taxes and transfers to the IMR associated with the related-party sales totaled $13.4 million, $9.0 million, and $50.5 million for the years ended December 31, 2018, 2017, and 2016, respectively.

7. NET INVESTMENT INCOME

Net investment income consisted of:

	Years Ended December 31,
(In Thousands)	2018			2017			2016
Bonds (Unaffiliated)	$	426,102		$	359,474		$	296,501
Preferred Stocks (Unaffiliated)		21,777			14,351			1,943
Common Stocks (Unaffiliated)		13,033			23,086			11,747
Common Stocks (Affiliated)		23,190			40,436			18,038
Mortgage Loans		36,349			27,277			26,223
Contract Loans		28,459			29,563			34,293
Cash, Cash Equivalents and Short-term Investments		65,998			47,434			62,031
Derivative Instruments		133,172			(285,985	)		(243,007	)
Other Invested Assets		43,933			27,054			37,645
Other Investment Income		—			—			3
Gross Investment Income		792,013			282,690			245,417
Interest Expense on Surplus Notes		(43,260	)		(43,260	)		(43,260	)
Investment Expenses		(29,586)			(34,729	)		(30,262	)
Net Investment Income	$	719,167		$	204,701		$	171,895

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 Company did not have investment income due and accrued excluded from surplus for the years ended December 31, 2018 and 2017.

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 and interest exposure embedded in the Company’s fixed, fixed index, 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 rate swaps, options, swaptions and currency swaps are reported at fair value, with the unrealized gain or loss reported as an adjustment to surplus if not designated an effective hedge. 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 the equity exposure embedded in its new fixed index annuity products with OTC options utilizing the Cash Return on Capital Invested, Sector III, and MAA indices. Fair value

41

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

change in the options embedded within the policies are recorded in income. The OTC options were designated as fair value hedges with changes in fair value also recorded in income through September 30, 2018. On October 1, 2018, the Company elected to discontinue hedge accounting and de-designate the options and offsetting liabilities as hedge pairs. As a result, changes in the fair value of these options from October 1, 2018 to December 31, 2018 were recorded as unrealized losses in surplus.

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, 2018 and 2017, the Company pledged $208.1 million and $101.1 million, respectively, in U.S. Treasury securities and cash as collateral to counterparties. At December 31, 2018 and 2017, counterparties pledged to the Company $144.4 million and $224.3 million, respectively, in collateral comprised of cash and U.S. Treasury securities and corporate bonds.

42

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

The Company’s underlying notional or principal amounts associated with open derivatives positions were as follows:

	Outstanding at December 31, 2018
(In Thousands)	Notional Principal Amounts		Fair Value/ Statement Value			Amortized Cost		Unrealized Gain (Loss)
Interest Rate Swaps	$	4,478,512	$	9,315		$	—	$	9,315
Currency Swaps		152,157		25,594			—		25,594
Credit Default Swaps		30,500		1,420			1,622		(202	)
FX Forwards		4,216		91			—		91
Payor Swaptions		800,000		863			7,890		(7,027	)
Equity Index Options		1,699,337		147,679			84,957		62,722
Total	$	7,164,722	$	184,962		$	94,469	$	90,493
			Outstanding at
			December 31, 2017
	Notional		Fair Value/
	Principal		Statement			Amortized		Unrealized
(In Thousands)	Amounts		Value			Cost		Gain (Loss)
Interest Rate Swaps	$	2,935,893	$	40,144		$	—	$	40,144
Currency Swaps		182,148		15,892			—		15,892
FX Forwards		4,012		(308	)		—		(308	)
Payor Swaptions		800,000		751			7,890		(7,139	)
Equity Index Options		2,012,068		212,356			60,141		152,215
Total	$	5,934,121	$	268,835		$	68,031	$	200,804

At December 31, 2018 and 2017, open futures contracts had a notional value of $2,232.6 million and $1,676.4 million and a fair value of ($11.8) million and $1.6 million, respectively. These amounts did not include the component of variation margin that had already been cash settled.

On November 1, 2018, the Company created 4 Replication Synthetic Asset Transactions (“RSATs”) which were approved by the SVO. Each of the four RSATs are the combination of a long dated interest rate swap that pays fixed and receives floating rate coupons with a group of long dated fixed rate investment grade corporate bonds. The resulting synthetic asset is a long dated floating rate bond. The net unrealized loss on the four interest rate swaps was $2.5 million at November 1, 2018. This amount is being amortized over the remaining life of the swaps.

The Company did not have derivative contracts with financing premiums during 2018 or 2017.

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.

43

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

The Company has two reinsurance agreements with Barbco, refer to Note 2 for additional details. The Company has liabilities for the funds held under the coinsurance with funds held treaty with Barbco of $247.0 million and $247.5 million at December 31, 2018 and 2017, respectively.

The Company cedes certain risks to DLRC through the VA Treaty and the FIA Treaty. 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, corporate and bank-owned life insurance policies and accidental death benefit. These amounts are reinsured on either a monthly renewable term, yearly renewable term, or 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.

In 2018, the Company ceded, on a coinsurance and modified coinsurance basis, in-force variable annuity base contracts to an unaffiliated reinsurer. For the year ended December 31, 2018, premiums ceded under the treaty were $13.0 billion, and benefits ceded (including policy surrenders) were $2.0 billion.

The effects of reinsurance on premiums and benefits were as follows:

	Years Ended December 31,
(In Thousands)	2018			2017			2016
Premiums and Annuity Considerations:
Direct	$	2,735,942		$	2,079,789		$	1,891,709
Ceded—Affiliated		(22,573	)		(29,101	)		(60,552	)
Ceded—Non-affiliated		(13,027,440	)		(17,295	)		(16,723	)
Net Premiums and Annuity Considerations	$	(10,314,071	)	$	2,033,393		$	1,814,434
Insurance and Other Individual Policy Benefits and Claims:
Direct		862,511			806,146			824,340
Assumed—Non-affiliated		4,214			4,182			4,287
Ceded—Affiliated		(22,493	)		(26,772	)		(62,746	)
Ceded—Non-affiliated		(411,682	)		(25,515	)		(12,381	)
Net Policy Benefits and Claims	$	432,550		$	758,041		$	753,500

10. RESERVES

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.

44

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

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, 2018 and 2017, the Company had $10.9 million and $11.4 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 $3.1 million and $2.7 million as of December 31, 2018 and 2017, respectively.

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, 2018 and 2017 were the changes in additional reserves held due to asset adequacy analysis testing. Direct asset adequacy reserves were $63.4 million and $58.4 million at December 31, 2018 and 2017, respectively.

11. WITHDRAWAL CHARACTERISTICS OF ANNUITY ACTUARIAL RESERVES AND DEPOSIT-TYPE LIABILITIES

The withdrawal characteristics of annuity actuarial reserves and deposit-type contract funds and other liabilities without life or disability contingencies were as follows:

December 31, 2018

(In Thousands)	General Account		Separate Account with Guarantees		Separate Account Nonguaranteed		Total 12/31/2018		% of Total
Subject to Discretionary Withdrawal:
With Market Value Adjustment	$	8,024,252	$	467,316	$	—	$	8,491,568		37.728	%
At Book Value Less Current Surrender Charge of 5% or More		1,052,279		—		—		1,052,279		4.675	%
At Fair Value		—		—		10,671,265		10,671,265		47.412	%
Total with Adjustment or at Market Value		9,076,531		467,316		10,671,265		20,215,112		89.815	%
At Book Value Without Adjustment (Minimal or no Charge or Adjustment)		1,268,696		—		—		1,268,696		5.637	%
Not Subject to Discretionary Withdrawal		999,454		—		24,345		1,023,799		4.548	%
Total (Gross: Direct and Assumed)		11,344,681		467,316		10,695,610		22,507,607		100.000	%
Reinsurance Ceded		36,646		—		—		36,646
Total (Net)	$	11,308,035	$	467,316	$	10,695,610	$	22,470,961

45

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

December 31, 2017

(In Thousands)	General Account		Separate Account with Guarantees		Separate Account Nonguaranteed		Total 12/31/2017		% of Total
Subject to Discretionary Withdrawal:
With Market Value Adjustment	$	5,857,681	$	549,153	$	—	$	6,406,834		28.092	%
At Book Value Less Current Surrender Charge of 5% or More		979,337		—		—		979,337		4.294	%
At Fair Value		—		—		12,970,762		12,970,762		56.874	%
Total with Adjustment or at Market Value		6,837,018		549,153		12,970,762		20,356,933		89.260	%
At Book Value Without Adjustment (Minimal or no Charge or Adjustment)		1,428,649		—		—		1,428,649		6.264	%
Not Subject to Discretionary Withdrawal		996,612		—		24,046		1,020,658		4.476	%
Total (Gross: Direct +Assumed)		9,262,279		549,153		12,994,808		22,806,240		100.000	%
Reinsurance Ceded		30,353		—		—		30,353
Total (Net)	$	9,231,926	$	549,153	$	12,994,808	$	22,775,887

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 income 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 Statements 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 and the other guaranteed benefit 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 Statements of Operations for the General Account.

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

46

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

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.

The Company maintained Separate Account assets totaling $21,177.8 million and $23,870.4 million as of December 31, 2018 and 2017, respectively. As of December 31, 2018 and 2017, the Company’s Separate Account statements, included legally insulated assets of $20,542.8 million and $23,004.7 million, respectively.

The assets legally insulated and non-legally insulated from the General Account as of December 31, 2018 were attributed to the following products:

Product	Legally Insulated Assets		Not - Legally Insulated Assets		Total
(In Thousands)
Variable Life	$	9,732,260	$	—	$	9,732,260
Variable Annuity		10,810,504		—		10,810,504
MVA Annuity		—		635,076		635,076
Total	$	20,542,764	$	635,076	$	21,177,840

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 Statements of Operations for the General Account as a component of “Net transfers (from) or to Separate Accounts net of reinsurance.” 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 $18,071.3 million and $20,706.7 million of non-guaranteed Separate Account reserves and $467.3 million and $549.1 million of guaranteed Separate Account reserves as of December 31, 2018 and 2017, respectively.

To compensate the General Account for the risk associated with Separate Account guarantees, risk charges of $179.3 million, $206.1 million, and $207.6 million were received by the General Account from the Separate Accounts during the years ended December 31, 2018, 2017 and 2016, respectively.

For the years ended December 31, 2018, 2017 and 2016, the Company’s General Account paid $62.9 million, $84.0 million, and $95.7 million for Separate Account guarantees, respectively.

The Company does not engage in securities lending transactions within its Separate Account.

47

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

An analysis of the Separate Account reserves as of December 31, 2018 is as follows:

(In Thousands)	Nonindexed Guarantee Less than/ Equal to 4%		Nonguarantee Separate Accounts		Total
Premiums, Considerations or Deposits for Year Ended 12/31/2018	$	11,608	$	186,607	$	198,215
Reserves at 12/31/2018
For Accounts with Assets at:
Fair Value		147,437		18,071,347		18,218,784
Amortized Cost		319,879		—		319,879
Total Reserves	$	467,316	$	18,071,347	$	18,538,663
By Withdrawal Characteristics:
With Market Value Adjustment	$	467,316	$	—	$	467,316
At Fair Value		—		18,047,002		18,047,002
Subtotal		467,316		18,047,002		18,514,318
Not Subject to Discretionary Withdrawal		—		24,345		24,345
Total	$	467,316	$	18,071,347	$	18,538,663

An analysis of the Separate Account reserves as of December 31, 2017 is as follows:

(In Thousands)	Nonindexed Guarantee Less than/ equal to 4%		Nonguaranteed Separate Accounts		Total
Premiums, Considerations or Deposits for Year Ended 12/31/2017	$	8,922	$	143,332	$	152,254
Reserves at 12/31/2017
For Accounts with Assets at:
Fair Value		167,560		20,706,728		20,874,288
Amortized Cost		381,593		—		381,593
Total Reserves	$	549,153	$	20,706,728	$	21,255,881
By Withdrawal Characteristics:
With Market Value Adjustment	$	549,153	$	—	$	549,153
At Fair Value		—		20,682,682		20,682,682
Subtotal		549,153		20,682,682		21,231,835
Not Subject to Discretionary Withdrawal		—		24,046		24,046
Total	$	549,153	$	20,706,728	$	21,255,881

48

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

Below is the reconciliation of “Net Transfers (from) or to Separate Accounts net of reinsurance” in the Statements of Operations of the Company:

	Years Ended December 31,
(In Thousands)	2018			2017			2016
Transfers to Separate Accounts	$	198,215		$	152,254		$	119,314
Transfers (from) Separate Accounts		(2,468,733	)		(2,172,432	)		(2,068,510	)
Net Transfers (from) Separate Accounts net of reinsurance in the Statement of Operations	$	(2,270,518	)	$	(2,020,178	)	$	(1,949,196	)

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

• Valuation inputs are unadjusted quoted prices for identical assets or liabilities in an active market.

The types of assets and liabilities utilizing Level 1 valuation inputs generally include cash, cash equivalents, short term investments, U.S. Treasury and agency securities, investments in publicly-traded mutual funds with quoted market prices, and exchange-traded derivatives.

Level 2

• Valuation is based upon 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

49

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

collateralized debt obligations, RMBS and CMBS), certain corporate debt, certain private equity investments, and certain derivatives.

Level 3

• Valuation utilizes techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

These valuations 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 commercial mortgages, certain corporate debt, certain private equity investments, certain mutual fund holdings, and certain derivatives.

The fair value of the Company’s assets and liabilities classified by these levels as of December 31, 2018 were as follows:

(In Thousands) Description for Each Class of Asset or Liability	Level 1			Level 2			Level 3		Net Asset Value (“NAV”)		Total
Assets at Fair Value:
Common Stock—Unaffiliated (a)
Industrial and Miscellaneous	$	—		$	1,856		$	168,640	$	—	$	170,496
Bonds—Unaffiliated (b)												—
Asset-backed Securities		—			—			1,068		—		1,068
Derivative Assets (d)												—
Interest Rate Contracts		45,885			21,247			—		—		67,132
Equity Contracts		93			147,679			—		—		147,772
Foreign Exchange Contracts		—			25,684			—		—		25,684
Separate Accounts Assets (c) (e)		12,356,549			5,656,089			323,517		179,611		18,515,766
Total Assets at Fair Value	$	12,402,527		$	5,852,555		$	493,225	$	179,611	$	18,927,918
Liabilities at Fair Value:
Separate Accounts (c)	$	—		$	(28,142	)	$	—	$	—	$	(28,142	)
Derivative Liabilities (d)
Interest Rate Contracts		(23,242	)		(30,029	)		—		—		(53,271	)
Equity Contracts		(10,227	)		—			—		—		(10,227	)
Foreign Exchange Contracts		(1,622	)		—			—		—		(1,622	)
Total Liabilities at Fair Value	$	(35,091	) $		(58,171	)	$	—	$	—	$	(93,262	)

50

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

The fair value of the Company’s assets and liabilities classified by these levels as of December 31, 2017 were as follows:

(In Thousands) Description for each class of asset or liability	Level 1			Level 2			Level 3		NAV		Total
Assets at Fair Value:
Common Stock—Unaffiliated (a)
Industrial and Miscellaneous	$	—		$	1,905		$	125,472	$	—	$	127,377
Bonds—Unaffiliated (b)
Asset-backed Securities		—			—			1,118		—		1,118
Industrial and Miscellaneous		—			19			—		—		19
Derivative Assets (d) Interest Rate Contracts		40,912			41,143			—		—		82,055
Equity Contracts		4,339			212,356			—		—		216,695
Foreign Exchange Contracts		—			15,944			—		—		15,944
Separate Accounts Assets (c) (e)		14,955,094			5,575,017			653,171		199,884		21,383,166
Total Assets at Fair Value	$	15,000,345		$	5,846,384		$	779,761	$	199,884	$	21,826,374
Liabilities at Fair Value:
Separate Accounts (c) (e)	$	—		$	(34,040	)	$	—	$	—	$	(34,040	)
Derivative Liabilities (d)
Interest Rate Contracts		(14,264	)		(26,895	)		—		—		(41,159	)
Equity Contracts		(1,000	)		—			—		—		(1,000	)
Foreign Exchange Contracts		(1,740	)		(360	)		—		—		(2,100	)
Total Liabilities at Fair Value	$	(17,004	)	$	(61,295	)	$	—	$	—	$	(78,299	)

(a) Common stocks are carried at fair value.

(b) Bonds 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 tables above.

(c) Separate Account invested assets are typically carried at fair value. In instances where market risk is guaranteed by the Company, bonds and preferred stocks are carried at amortized cost based on their respective NAIC designation. Separate Account assets also include $2,233.1 million and $2,001.9 million of investment income and receivables due at December 31, 2018 and 2017, respectively. Separate Account liabilities include derivative liabilities carried at fair value.

(d) The derivatives included in the leveling descriptions are carried at fair value.

(e) Includes assets with a fair value of $179.6 million and $199.9 million at December 31, 2018 and 2017 respectively, in hedge funds, private equities and other alternative investments for which fair value is measured at NAV using the practical expedient. These investments are not quoted on a securities exchange or in the over the counter market. As of December 31, 2018 or 2017, there were no unfunded commitments. The investments have liquidity restrictions consisting of notice periods (typically 60 days), redemption schedules

51

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

(typically quarterly) and hold backs (typically 3% of the investment is held back until the next annual audit is completed). The redemption period may be extended if there is a delay in liquidating underlying holdings within an investment. The investments are within the policyholders separate accounts so any fluctuation in NAV will result in a corresponding change in the policyholder reserve liability and therefore will have no impact on income.

None of the Company’s assets measured at fair value transferred between Levels 1 and 2 during the years ended December 31, 2018 and December 31, 2017.

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, 2018:

(In Thousands)	Beginning Balance at 01/01/2018		Transfers Into Level 3		Transfers Out of Level 3			Total Gains and (Losses) Included in Net Income		Total Gains and (Losses) Included in Surplus			Purchases		Issuances		Sales			Settlements			Ending Balance at 12/31/2018
Assets:
Common Stock Unaffiliated	$	125,472	$	—	$	—		$	—	$	(13,956	)	$	70,470		—	$	(13,308	)	$	(38	)	$	168,640
Bonds—Unaffiliated:
Asset-backed Securities		1,118		—		—			—		(50	)		—		—		—			—			1,068
Separate Accounts Assets		653,171		27,077		(409,933	)		236		(19,364	)		117,300		16		(19,163	)		(25,723	)		323,517
Total Assets	$	779,761	$	27,077	$	(409,933	)	$	236	$	(33,370	)	$	187,670	$	16	$	(32,471	)	$	(25,761	)	$	493,225

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, 2017:

(In Thousands)	Beginning Balance at 01/01/2017		Transfers Into Level 3		Transfers Out of Level 3			Total Gains and (Losses) Included in Net Income			Total Gains and (Losses) Included in Surplus			Purchases		Issuances		Sales			Settlements			Ending Balance at 12/31/2017
Assets:
Common Stock Unaffiliated	$	105,124	$	—	$	—		$	—		$	(1,166	)	$	21,695	$	—		—		$	(181	)	$	125,472
Bonds—Unaffiliated:
Asset-backed Securities		1,219		—		—			—			(101	)		—		—		—			—			1,118
Derivative Assets		1,551		781		—			(2,332	)		—			—		—		—			—			—
Separate Accounts Assets		418,867		19,526		(77,204	)		773			2,139			443,652		217		(120,971	)		(33,828	)		653,171
Total Assets	$	526,761	$	20,307	$	(79,536	)	$	773		$	872		$	465,347	$	217	$	(120,971	)	$	(34,009	)	$	779,761

The Company transfers assets into or out of Level 3 at fair value as of the beginning of the reporting period. Transfers are made as a result of changes in the level of observability of inputs used to price the assets or changes in NAIC designations.

52

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

The table below presents the balances of Level 3 assets measured at fair value with their corresponding pricing sources as of December 31,2018:

	Valuation Techniques	Significant Unobservable Inputs		Fair Value		Range		Weighted Average
(In Thousands)
Bonds—Unaffiliated
Asset-backed Securities	Matrix Pricing		Spreads	$	1,068		25		25
Common Stocks	Matrix Pricing		Spreads		168,640		1-216		46
Separate Accounts Assets	Matrix Pricing		Spreads		228,664		1-100		92
	Matrix Pricing		Spreads		7,359		94-103		100
	Market Pricing		Quoted Prices		20,156		40-106		100
	Market Pricing		Quoted Prices		34,492		94-104		98
Total Assets				$	460,379

The table below presents the balances of Level 3 assets measured at fair value with their corresponding pricing sources as of December 31, 2017:

	Valuation Techniques	Significant Unobservable Inputs		Fair Value		Range		Weighted Average
(In Thousands)
Bonds—Unaffiliated
Asset-backed securities	Matrix Pricing		Spreads	$	1,118		27		27
Common Stocks	Market Pricing		Spreads		125,472		1-193		34
Separate Accounts assets	Market Pricing		Quoted Prices		333,462		98-107		106
	Matrix Pricing		Spreads		46,675		35-189		102
	Market Pricing		Quoted Prices		4,569		99-105		102
Total assets				$	511,296

There were no significant changes made in valuation techniques during 2018 and 2017.

Derivative values in the above tables are presented on a gross basis.

53

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

Aggregate Fair Value of all Financial Instruments

The following table presents the estimated fair values and carrying amounts of the Company’s financial instruments as of December 31, 2018:

(In Thousands) Type of Financial Instrument	Aggregate Fair Value		Statement Value			Level 1			Level 2			Level 3			NAV		Not Practicable (Carrying Value)
Cash, Cash Equivalents and Short-term Investments		$ 982,420	$	982,422 $			261,757		$	720,663		$	—		$	—	$	—
Bonds		10,147,570		10,497,705			255,301			8,810,613			1,081,656			—		—
Preferred Stocks		569,036		566,677			—			459,536			109,500			—		—
Common Stocks		170,496		170,496			—			1,856			168,640			—		—
Mortgages Loans on Real Estate		556,226		544,207			—			—			556,226			—		—
Derivatives – Options and Swaptions		148,542		148,542			—			148,542			—			—		—
Derivatives – Swaps and Forwards		95,083		101,890			49,015			46,068			—			—		—
Derivatives—Futures		93		93			93			—			—			—		—
Contract Loans		418,546		405,685			—			—			418,546			—		—
Other Invested Assets (a)		378,388		399,350			—			6			272,592			105,790		—
Separate Account Assets		18,912,208		18,944,772			12,363,762			6,005,960			362,875			179,611		—
Contractholder Deposit Funds and Other Policyholder Liabilities		(490,792)		(475,872	)		—			—			(490,792	)		—		—
Derivatives – Swaps and Forwards		(68,674)		(65,470	)		(23,242	)		(45,431	)		—			—		—
Derivatives—Futures		(11,849)		(11,849	)		(11,849	)		—			—			—		—
Separate Account Liabilities		(306,432)		(306,432	)		—			(28,142	)		(278,290	)		—		—

54

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

The following table presents the estimated fair value and carrying amounts of the Company’s financial instruments as of December 31, 2017:

(In Thousands) Type of Financial Instrument	Aggregate Fair Value			Statement Value			Level 1			Level 2			Level 3			NAV		Not Practicable (Carrying Value)
Cash, Cash Equivalents and Short-term Investments	$	1,106,031		$	1,106,031		$	490,545		$	615,486		$	—			—		—
Bonds		8,179,480			8,089,119			252,974			6,132,260			1,794,246			—		—
Preferred Stocks		178,984			174,641			—			30,347			148,637			—		—
Common Stocks		127,377			127,377			—			1,905			125,472			—		—
Mortgages Loans on Real Estate		502,935			491,362			—			—			502,935			—		—
Derivatives – Options and Swaptions		213,107			213,107			—			213,107			—			—		—
Derivatives – Swaps and Forwards		97,248			97,248			40,912			56,336			—			—		—
Derivatives—Futures		4,339			4,339			4,339			—			—			—		—
Contract Loans		644,104			595,367			—			—			644,104			—		—
Other Invested Assets (a)		431,441			431,733			—			—			329,540			101,901		—
Separate Account Assets		21,873,899			21,867,696			14,971,158			5,993,125			709,732			199,884		—
Contractholder Deposit Funds and Other Policyholder Liabilities		(503,609	)		(464,401	)		—			—			(503,609	)		—		—
Derivatives – Swaps and Forwards		(41,520	)		(41,520	)		(14,264	)		(27,256	)		—			—		—
Derivatives—Futures		(2,739	)		(2,739	)		(2,739	)		—			—			—		—
Separate Account Liabilities		(59,459	)		(59,459	)		—			(34,040	)		(25,419	)		—		—

(a)—Other invested assets includes assets with a fair value of $105.8 million and $199.9 million at December 31, 2018 and 2017 respectively in limited partnership investments as they are valued using equity values which are a proxy for fair value. As of December 31, 2018 and December 31, 2017, there were $112.9 million and $121.3 million of unfunded commitments for limited partnership investments. The investments have liquidity restrictions consisting of either general partner approval or no ability for early redemption.

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.

Bonds—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

55

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

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 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, swaptions, and forwards 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. Collateral loans 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 Statements of Admitted Assets, Liabilities and Capital and Surplus represents amounts that are attributable to 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.

56

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

14. FEDERAL INCOME TAXES

The application of SSAP No.101, “Income Taxes,” 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 did not record a valuation allowance as of December 31, 2018 and December 31, 2017.

The components of the Company’s DTAs and DTLs as of December 31, 2018 and December 31, 2017 were as follows:

(In Thousands)	December 31, 2018						December 31, 2017						Change
Description	Ordinary		Capital		Total		Ordinary		Capital		Total		Ordinary			Capital		Total
Gross Deferred Tax Assets	$	172,389	$	—	$	172,389	$	190,165	$	—	$	190,165	$	(17,776	)	$	—	$	(17,776	)
Statutory Valuation Allowance Adjustments		—		—		—		—		—		—		—			—		—
Adjusted Gross Deferred Tax Assets		172,389		—		172,389		190,165		—		190,165		(17,776	)		—		(17,776	)
Deferred Tax Assets Nonadmitted		10,997		—		10,997		6,301		—		6,301		4,696			—		4,696
Subtotal Net Admitted Deferred Tax Assets		161,392		—		161,392		183,864		—		183,864		(22,472	)		—		(22,472	)
Deferred Tax Liabilities		78,127		—		78,127		96,306		—		96,306		(18,179	)		—		(18,179	)
Net Admitted Deferred Tax Assets / (Net Deferred Tax Liabilities)	$	83,265	$	—	$	83,265	$	87,558	$	—	$	87,558	$	(4,293	)	$	—	$	(4,293	)

57

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

The following table provides component amounts of the Company’s calculation by tax character in accordance with paragraphs 11.a, 11.b.i, 11.b.ii and 11.c of SSAP No. 101:

(In Thousands)	December 31, 2018						December 31,2017						Change
Description	Ordinary		Capital		Total		Ordinary		Capital		Total		Ordinary			Capital		Total
Admission Calculation Components SSAP No. 101
(a) Federal Income Taxes Paid in Prior Years Recoverable Through Loss Carrybacks	$	—	$	—	$	—	$	—	$	—	$	—	$	—		$	—	$	—
(b) Adjusted Gross Deferred Tax Assets Expected to Be Realized (Excluding the amount of Deferred Tax Assets From 2(a) above) After Application of the Threshold Limitation. (The Lesser of 2(b)1 and 2 (b)2 Below)		83,265		—		83,265		87,558		—		87,558		(4,293	)		—		(4,293	)
1. Adjusted Gross Deferred Tax Assets Expected to be Realized Following the Balance Sheet Date.		83,265		—		83,265		87,558		—		87,558		(4,293	)		—		(4,293	)
2. Adjusted Gross Deferred Tax Assets Allowed per Limitation Threshold.		XXX		XXX		219,153		XXX		XXX		205,430		XXX			XXX		13,723
(c) Adjusted Gross Deferred Tax Assets (Excluding the Amount Of Deferred Tax Assets From 2(a) and 2(b) above) Offset by Gross Deferred Tax Liabilities.		—		—		—		—		—		—		—			—		—
(d) Deferred Tax Assets Admitted as the result of application of SSAP No. 101. Total (2(a) + 2(b) + 2 (c))	$	83,265		—	$	83,265	$	87,558		—	$	87,558	$	(4,293	)		—	$	(4,293	)

	2018			2017
Ratio Percentage Used To Determine Recovery Period And Threshold Limitation Amount		923	%		1,024	%
Amount Of Adjusted Capital And Surplus Used To Determine Recovery Period And Threshold Limitation Above (In Thousands)	$	1,472,020		$	1,375,832

58

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

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, 2018						December 31, 2017						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	$	172,389			—		$	190,165			—		$	(17,776	)		—
Percentage of Adjusted Gross Deferred Tax Assets by Tax
Character Attributable to the Impact of Tax Planning Strategies		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Net Admitted Adjusted Gross Deferred Tax Assets	$	161,392			—		$	183,864			—		$	(22,472	)		—
Percentage of Net Admitted Adjusted Gross Deferred Tax
Assets by Tax Character Because of the Impact of Tax Planning Strategies		26.06	%		0.00	%		5.00	%		0.00	%		21.06	%		0.00	%

The Company’s tax planning strategies include the use of reinsurance.

The Company had no temporary difference for which a DTL was not established.

The following tables provide the Company’s main components of income taxes incurred and DTAs and DTLs.

(In Thousands)	December 31, 2018			December 31, 2017			December 31, 2016
Current Income Tax
Federal Tax (Benefit) Expense from Operations	$	(3,553	)	$	(65,461	)	$	(39,991	)
Federal Income Tax Expense on Net Capital Gains		—			8,105			60,364
Current Income Tax (Benefit) Expense	$	(3,553	)	$	(57,356	)	$	20,373

59

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

The main components of the Company’s DTAs and DTLs as of December 31, 2018 and 2017 were as follows:

(In Thousands)	December 31, 2018		December 31, 2017		Change
Deferred Tax Assets:
Ordinary
Policyholder Reserves	$	97,382	$	81,244	$	16,138
Investments		23,255		23,159		96
Deferred Acquisition Costs		22,997		15,403		7,594
Net Operating Loss Carryforward		—		44,573		(44,573	)
Other (Including Items <5% of Total Ordinary Tax Assets)		28,755		25,786		2,969
Total Ordinary Deferred Tax Assets	$	172,389	$	190,165	$	(17,776	)
Statutory Valuation Allowance Adjustment		—		—		—
Nonadmitted		10,997		6,301		4,696
Admitted Ordinary Deferred Tax Assets	$	161,392	$	183,864	$	(22,472	)
Capital:
Investments		—		—		—
Net Capital Loss Carryforward		—		—		—
Subtotal		—		—		—
Statutory Valuation Allowance Adjustment		—		—		—
Nonadmitted		—		—		—
Admitted Capital Deferred Tax Assets		—		—		—
Admitted Deferred Tax Assets	$	161,392	$	183,864	$	(22,472	)
Deferred Tax Liabilities:
Ordinary
Investments	$	26,602	$	36,335	$	(9,733	)
Policyholder Reserves		51,525		59,971		(8,446	)
Subtotal	$	78,127	$	96,306	$	(18,179	)
Capital:
Investments		—		—		—
Subtotal		—		—		—
Deferred Tax Liabilities	$	78,127	$	96,306	$	(18,179	)
Net Admitted Deferred Tax Assets / Deferred Tax Liabilities	$	83,265	$	87,558	$	(4,293	)

60

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

The change in net deferred income taxes was comprised of the following:

(In Thousands) Description	December 31, 2018		December 31, 2017		Change
Total Deferred Tax Assets	$	172,389	$	190,165	$	(17,776	)
Total Deferred Tax Liabilities		78,127		96,306		(18,179	)
Net Deferred Tax Assets / Deferred Tax Liabilities	$	94,262	$	93,859	$	403
Statutory Valuation Allowance		—		—		—
Net Deferred Tax Assets / Deferred Tax Liabilities	$	94,262	$	93,859	$	403
Tax Effect of Unrealized (Gains)/Losses						(26,614	)
Change in Net Deferred Income Tax					$	27,017

On December 22, 2017, the Tax Cuts and Jobs Act (“The Act”) was enacted that included a broad range of tax reform proposals affecting businesses, including a reduction of the corporate tax rate, repeal of the alternative minimum tax (AMT), the timing and amount of taxable income recognition and allowable deductions, and a new territorial tax system to address taxation of foreign earnings.

The Company has quantified the impact of these provisions, as applicable, in the following schedules and disclosures, as appropriate, consistent with Staff Accounting Bulletin No. 118 (SAB 118), as interpreted and adopted by NAIC SAPWG INT 18-01 on February 8, 2018.

The Company has accounted for the impact of the corporate tax rate change from 35% to 21% with respect to its deferred taxes. As a result of the decrease in the corporate tax rate, the Company recorded a net charge of $62.6 million through statutory surplus as of December 31, 2017. This included a charge of $83.4 million related to the re-measurement of gross deferred tax balances related to operations, and a benefit of $20.8 million related to unrealized gains and losses.

The Act modified the provisions applicable to the determination of the tax basis of policy contract reserves. Broadly, these modifications eliminate the prior law federally prescribed reserve and require determination of reserves, by contract, using NAIC reserving standards multiplied by a discount factor. The amount of the remeasurement included in the December 31, 2017 financial statements complies with the modifications of the Act.

61

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

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 for the years ended December 31, 2018, 2017 and 2016 were as follows:

(In Thousands)	December 31, 2018									December 31, 2017								December 31, 2016
Description	Amount			Tax Effect @ 21%			Effective Tax Rate			Amount		Tax Effect @ 35%			Effective Tax Rate			Amount		Tax Effect @ 35%			Effective Tax Rate
Net Income Before Taxes	$	205,802		$	43,218			41.5	%	$	191,923	$	67,173			28.9	%	$	195,368	$	68,378			15.0	%
Pre-tax Capital Gains—Pre IMR		(101,765	)		(21,370	)		(20.5	)%		40,259		14,091			6.1	%		261,723		91,603			20.0	%
Dividends Received Deduction					(16,026	)		(15.4	)%				(25,309	)		(10.9	)%				(10,581	)		(2.3	)%
Tax Credits					—			—	%				—			—	%				(764	)		(0.2	)%
Non-deductible Expenses					60			0.1	%				61			—	%				59			—	%
Prior Period Adjustment					—			—	%				—			—	%				(9,750	)		(0.3	)%
Reversal of IMR					(3,179	)		(3.1	)%				(8,981	)		(3.9	)%				1,209			0.3	%
Change in Non-admitted assets					(2,576	)		(2.5	)%				881			0.4	%				(1,540	)		(0.3	)%
Prior Year Over/Under Accrual					2,083			2.0	%				(8,058	)		(3.5	)%				(1,201	)		(2.1	)%
Deferred Tax Adjustment for Rate Change					—			—	%				83,440			35.9	%				—			—	%
Non-consolidated Wholly Owned Subsidiaries					(32,785	)		(31.5	)%				(91,695	)		(39.5	)%				(57,572	)		(12.6	)%
Other					5			—	%				117			0.2	%				(376	)		(0.1	)%
Total Statutory Income Taxes				$	(30,570	)		(29.4	)%			$	31,720			13.7	%			$	79,465			17.4	%
Federal Income Taxes Incurred				$	(3,553	)		(3.4	)%			$	(57,356	)		(24.7	)%			$	20,373			4.5	%
Change in Net Deferred Income Taxes					(27,017	)		(26.0	)%				89,076			38.4	%				59,092			12.9	%
Total Statutory Income Taxes				$	(30,570	)		(29.4	)%			$	31,720			13.7	%			$	79,465			17.4	%

At December 31, 2018, the Company had no net operating loss or capital loss carryforwards. At December 31, 2018, the Company had $21.0 million of foreign tax credit carryforward, which will begin to expire if not utilized, by 2019. At December 31, 2018, the Company has $13.4 million of LIHTC carryforward, which will begin to expire, if not utilized, by 2030. At December 31, 2018, the Company had $1.6 million minimum tax credit carryforward which due to the Act will be refunded starting 2019.

The Company has no deposits admitted under Section 6603 of the Internal Revenue code.

Tax years prior to 2013 are closed for audit or examination under the applicable statute of limitations. On August 8, 2017 the Internal Revenue Service (the “IRS”) held open conference for tax years 2014 and 2015. The audit is ongoing and the Company has received information requests for those tax years. 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 operations, or cash flows. Therefore, the Company did not record a liability for unrecognized tax benefits (“UTBs”) as of December 31, 2018 and 2017. As of December 31, 2018, 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, 2018 and December 31, 2017. The Company recognized no gross interest benefit related to UTBs during the years ended December 31, 2018, 2017 and 2016. The Company has not accrued any penalties related to UTBs.

62

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

The Company will file a consolidated federal income tax return for the December 31, 2018 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 the 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 Sale Transaction 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.

In April 2018, October 2017 and April 2017, the Company paid an ordinary dividend $157.4 million, $100.0 million and $135.4 million, respectively, to the Parent. In March 2016, the Company paid a $200.0 million dividend to the Parent, of which $169.5 million was ordinary and $30.5 million extraordinary. In September 2016, the Company paid a $100.0 million extraordinary dividend to the Parent.

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 exceeded the minimum RBC requirements at December 31, 2018 and 2017.

16. COMMITMENTS AND CONTINGENT LIABILITIES

Contingent Commitments

The Company had unfunded commitments for limited partnership investments of $112.9 million and $121.3 million as of December 31, 2018 and December 31, 2017, respectively.

In December 2018, the Company committed to pay $19.4 million of capital contributions to CSHH.

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 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

63

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

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 $3.2 million for guaranty fund assessments as of December 31, 2018 and 2017. The Company does not know the period over which the guaranty fund assessments may be paid.

As of December 31, 2018 and 2017, the Company did not have any guaranty fund liabilities or assets related to assessments from insolvencies of entities that wrote long-term care contracts.

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 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 made 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 Revenue Ruling 2014-7, 2014-9I.R.B. 539, which stated that Revenue Ruling 2007-54 is thereby modified and superseded, and that Revenue Ruling 2007-61 is obsolete. 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 Revenue Ruling 2014-7 do not include a project concerning the determination of the Company’s share under Section 812 of the Internal Revenue Code (“IRC”). On December 22, 2017, the Tax Cuts and Jobs Act (“2017 Act”) was passed introducing a broad range of tax reform changes including resolution to the company share percentage issue. The 2017 Act replaced the prior law calculation of the Company’s share and policyholders’ share with a fixed percentage of 70% and 30%, respectively, effective for tax years beginning after December 31, 2017. For the years ended December 31, 2018 and 2017, the Company’s financial statements reflect benefits of $7.2 million and $11.7 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.

Pursuant to the terms of the Sale Transaction, 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 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

64

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

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, 2018 and reported in the current financial statements:

• Collateral posted under repurchase agreements which was reported as bonds and preferred stocks.

• Cash collateral posted under reverse repurchase agreements which was reported as cash equivalents.

• Certain Federal Home Loan Bank (“FHLB”) capital stock.

• Certain bonds on deposit with governmental authorities as required by law.

• Certain cash deposits held in a mortgage escrow account (see “Other restricted assets” below).

• Derivative cash collateral which was reported as cash equivalents (see “Assets pledged as collateral not captured in other categories” below).

• Certain cash collateral for brokerage margin.

• Cash held in a tax escrow account.

The following were restricted assets (including pledged assets):

(In Thousands)
																				Percentage
Restricted Asset Category	Total General Account (G/A)		G/A Supporting S/A Activity		Current Year Total Separate Account (S/A) Restricted Assets		S/A Assets Supporting G/A Activity		Total		Total From Prior Year		Increase/ (Decrease)			Total Current Year Non Admitted Restricted		Total Current Year Admitted Restricted		Gross Restricted Total Assets			Admitted Restricted to Total Admitted Assets
Subject to Repurchase Agreements	$	25,000	$	—	$	—	$	—	$	25,000	$	25,000	$	—		$	—	$	25,000		0.07	%		0.07	%
Subject to Reverse Repurchase Agreements		347,813		—		—		—		347,813		504,928		(157,115	)		—		347,813		0.94	%		0.94	%
FHLB Capital Stock		16,425		—		—		—		16,425		16,425		—			—		16,425		0.04	%		0.04	%
On Deposit with States		5,193		—		—		—		5,193		5,191		2			—		5,193		0.01	%		0.01	%
Pledged as Collateral to FHLB (Including Securities and Commercial Mortgage Loans)		603,518		—		—		—		603,518		463,248		140,270			—		603,518		1.64	%		1.64	%
Other Restricted Assets		139,833		—		—		—		139,833		477,964		(338,131	)		—		139,833		0.38	%		0.38	%
Total Restricted Assets	$	1,012,659	$	—	$	—	$	—	$	1,012,659	$	1,434,722	$	(305,099	)	$	—	$	1,012,659		2.74	%		2.74	%

65

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

The following were 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	$	3,430	$	—	$	—	$	—	$	3,430	$	3,213	$	217		$	3,430		0.01	%		0.01	%
Restricted Cash—Tax Escrow		11,280		—		—		—		11,280		11,280		—			11,280		0.03	%		0.03	%
Restricted Cash—Brokerage Margin		—		—		—		—		—		288,473		(288,473	)		—		—	%		—	%
Restricted Cash—Derivative Collateral		125,123		—		—		—		125,123		174,998		(49,875	)		125,123		0.34	%		0.34	%
Total	$	139,833	$	—	$	—	$	—	$	139,833	$	477,964	$	(338,131	)	$	139,833		0.38	%		0.38	%

Lease Commitments

Effective September 24, 2014, the Company entered into a lease agreement for its Waltham, Massachusetts office. On February 19, 2016, the original lease agreement was amended to add additional space. The lease, as amended, expires on April 30, 2023. Rental expenses for 2018, 2017 and 2016 were $2.4 million, $2.3 million, and $1.7 million, respectively, under this lease.

Effective January 22, 2014, the Company entered into a lease agreement for its Indianapolis, Indiana office. This lease expires on December 31, 2024. Rental expenses for 2018, 2017 and 2016 were $0.2 million under this lease.

Effective July 27, 2016, the Company entered into a sublease agreement for additional space for its Indianapolis office, with this sublease expiring on November 30, 2026. Rental expenses for 2018, 2017 and 2016 were $0.4 million, $0.4 million and $0.2 million, respectively, under this sublease.

Effective February 26, 2016, the Company entered into a sublease agreement for its Chicago, Illinois office. This sublease expires on August 31, 2019. Rental expenses for 2018, 2017 and 2016 were $0.3 million, $0.3 million and $0.2 million, respectively, under this sublease. These rental expenses are reimbursed by CSP&C under its services agreement with the Company.

Effective December 20, 2018, the Company entered into a lease agreement for a Chicago office that expires on May 31, 2025. Rental expense for 2018 was $0 due to the abatement of the first five months of rent.

Effective December 1, 2017, the Company entered into a six-month lease agreement for a New York, New York office with a monthly rental expense of approximately $13.6 thousand that expired May 31, 2018. Effective June 1, 2018, the Company renewed the lease with additional space for another six months with a monthly rental expense of approximately $17.8 thousand that expired on November 30, 2018. Effective December 1, 2018 the Company renewed the lease for an additional six months with a monthly rental expense of approximately $18.8 thousand.

Effective July 23, 2018, the Company entered into a month-to-month lease agreement for an office in New York, New York.

The monthly rental expense is approximately $3.9 thousand. The lease ended March 31, 2019.

66

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

Effective September 10, 2018, the Company entered into a lease agreement for an office in Miramar, Florida that expires on May 31, 2024. Rental payments will commence once the Company takes possession of the space which is currently projected to be March 1, 2019. The first three months of rent in 2019 will be abated.

a. At December 31, 2018, future minimum aggregate rental commitments were as follows:

Year Ending December 31,	(In Thousands) Operating Leases
2019	$	2,995
2020		3,073
2021		2,936
2022		3,077
2023		1,685
Aggregate Total All Future Years	$	1,824

17. DEBT

On December 12, 2014, the Company entered into a $350.0 million revolving credit facility (the “Facility”) with Societe Generale, which was amended effective December 29, 2017 to a $200.0 million revolving credit facility. Borrowings under the 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 Facility, and the Facility has a 270 days rolling margin commitment. The 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 2018, 2017, and 2016 were approximately $0.9 million, $1.7 million, and $1.5 million, respectively, and the total interest paid under the Facility in 2016 was approximately $200 thousand. At December 31, 2018 and 2017, there was no amounts outstanding under the Facility.

18. FEDERAL HOME LOAN BANK

The Company is a member of the FHLB of Indianapolis. Through its membership, the Company utilizes funding agreements obtained from the FHLB. The Company manages these funds in an investment spread strategy, consistent with its other investment spread operations. Accordingly, the Company considers these funds policyholder liabilities. It is not part of the Company’s strategy to utilize these funds for operations, and any funds obtained from the FHLB for use in the Company’s general operations would be accounted for as borrowed money. As of December 31, 2018 and 2017, there was $365.0 million outstanding to the FHLB.

67

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

FHLB Capital Stock

Aggregate Totals

			General		Separate
Year Ended 2018 (In Thousands)	Total		Account		Accounts
Membership Stock – Class A	$	—	$	—	$	—
Membership Stock – Class B		2,587		2,587		—
Activity Stock		13,838		13,838		—
Excess Stock		—		—		—
Aggregate Total	$	16,425	$	16,425	$	—
Actual or Estimated Borrowing Capacity as Determined by the Insurer	$	471,449		XXX		XXX
Year Ended 2017 (In Thousands)
Membership Stock – Class A	$	—	$	—	$	—
Membership Stock – Class B		2,471		2,471		—
Activity Stock		13,954		13,954		—
Excess Stock		—		—		—
Aggregate Total	$	16,425	$	16,425	$	—
Actual or Estimated Borrowing Capacity as Determined by the Insurer	$	366,408		XXX		XXX

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		16,425		16,425		—		—		—		—

Collateral Pledged to FHLB

Amount Pledged as of Reporting Date

(In Thousands)	Fair Value		Carrying Value		Aggregate Total Borrowing
Current Year General Account Total Collateral Pledged	$	531,213	$	527,623	$	365,000
Current Year Separate Accounts Total Collateral Pledged		76,461		75,895		—
Current Year Total General and Separate Accounts Total Collateral Pledged	$	607,674	$	603,518	$	365,000
Prior Year End Total General and Separate Accounts Total Collateral Pledged	$	478,624	$	463,247	$	365,000

68

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

Maximum Amount Pledged During Reporting Period

(In Thousands)	Fair Value		Carrying Value		Aggregate Total Borrowing
Current Year General Account Maximum Collateral Pledged	$	547,842	$	545,485	$	365,000
Current Year Separate Accounts Maximum Collateral Pledged		96,957		95,763		—
Current Year Total General and Separate Accounts Maximum Collateral Pledged	$	644,799	$	641,248	$	365,000
Prior Year End Total General and Separate Accounts Total Collateral Pledged	$	528,132	$	507,986	$	365,000

Borrowing from FHLB

Amount as of Reporting Date

Current Year (In Thousands)	Total		General Account		Separate Accounts		Funding Agreements Reserves Established
Debt	$	—	$	—	$	—		XXX
Funding Agreements		365,000		365,000		—		320,507
Other		—		—		—		XXX
Aggregate Total	$	365,000	$	365,000	$	—	$	320,507
Prior Year (In Thousands)	Total		General Account		Separate Accounts		Funding Agreements Reserves Established
Debt	$	—	$	—	$	—		XXX
Funding Agreements		365,000		365,000		—		312,552
Other		—		—		—		XXX
Aggregate Total	$	365,000	$	365,000	$	—	$	312,552

Maximum Amount during Reporting Period (Current Year)    

(In Thousands)	Total		General Account		Separate Accounts
Debt	$	—	$	—	$	—
Funding Agreements		365,000		365,000		—
Other		—		—		—
Aggregate Total	$	365,000	$	365,000	$	—

69

DELAWARE LIFE INSURANCE COMPANY

(A Wholly-Owned Subsidiary of Group One Thousand One, LLC)

NOTES TO STATUTORY FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

	Does the Company have prepayment Obligations under the following arrangements (YES/NO)
Debt	YES
Funding Agreements	YES
Other	NO

19.    SUBSEQUENT  EVENTS

The Company has evaluated events or transactions that occurred from January 1, 2019 to April 25, 2019, the date the financial statements were available to be issued. The Company is not aware of any Type I events or transactions that occurred subsequent to December 31, 2018 having a material effect on the financial statements.

Type II—Nonrecognized Subsequent Events:

During 2019, the Company recaptured the policies previously ceded to DLRC under the FIA Treaty with the consent of DLRC. This transaction reduced the reinsurance deposit asset and funds held liabilities by $724.4 million. The recaptures had no effect on the surplus of the Company.

During 2019, the Company contributed certain hedging instruments totaling $167.5 million to DL Investment Holdings 2016-1, LLC.

On April 1, 2019, after receipt of all required regulatory approvals, the Company acquired the Pennsylvania domiciled Lackawanna Casualty Group, consisting of Lackawanna Casualty Company and its two subsidiaries, Lackawanna National Insurance Company and Lackawanna American Insurance Company, for the purchase price of $168.7 million.

On April 5, 2019, the Company paid an ordinary dividend of $200.0 million to the Parent.

70

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)
	C.	Financial Statements of the Registrant (Part B)
(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)		Distribution Agreement between the depositor, Massachusetts Financial Services Company 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 28, 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 28, 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 27, 2010);
(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 27, 2010);
(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)(i)		Flexible Payment Combination Fixed/Variable Group Annuity Contract (Regatta Gold) (Incorporated herein by reference to Post-Effective Amendment No. 42 to the Registration Statement on Form N-4, File No. 033-41628, filed on June 26, 2018);
(4)(a)(ii)		Flexible Payment Combination Fixed/Variable Group Annuity Contract (Regatta Platinum) (Incorporated herein by reference to Post-Effective Amendment No. 9 to the Registration Statement on Form N-4, File No. 033-41628, filed on March 2, 1998);

(4)(b)(i)	Certificate to be issued in connection with Contract filed as Exhibit 4(a)(i) (Incorporated herein by reference to Post-Effective Amendment No. 42 to the Registration Statement on Form N-4, File No. 033-41628, filed on June 26, 2018);
(4)(b)(ii)	Certificate (Regatta Platinum) to be issued in connection with Contract filed as Exhibit 4(a)(ii) (Incorporated herein by reference to Post-Effective Amendment No. 9 to the Registration Statement on Form N-4, File No. 033-41628, filed on March 2, 1998);
(5)(a)(i)	Application to be used with the annuity contract filed as Exhibit 4(a)(i) (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Registration Statement on Form N-4, File No. 033-41628, filed on April 28, 1998);
(5)(a)(ii)	Application to be used with the annuity contract filed as Exhibit 4(a)(ii) (Incorporated herein by reference to Post-Effective Amendment No. 9 to the Registration Statement on Form N-4, File No. 033-41628, filed on March 2, 1998);
(5)(b)(i)	Application to be used with the Certificate filed as Exhibit 4(b)(i) (Incorporated herein be reference to Post-Effective Amendment No. 7 to the Registration Statement on Form N-4, File No. 033-41628, filed on April 28, 1998);
(5)(b)(ii)	Application to be used with the Certificate filed as Exhibit 4(b)(ii) (Incorporated herein by reference to Post-Effective Amendment No. 9 to the Registration Statement on Form N-4, File 033-41628, filed on March 2, 1998);
(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)	Amended and Restated Reinsurance Agreement between Delaware Life Insurance Company and Hannover Reinsurance Company of America (Incorporated herein by reference to Post-Effective Amendment No. 56 to the Registration Statement on Form N-4, File No. 333-83516, filed on April 26, 2019);
(8)(a)	Participation Agreement by and between The Alger American Fund, Sun Life Assurance Company of Canada, 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 April 23, 1999);
(8)(b)	Participation Agreement, dated September 27, 2018, by and among Goldman Sachs Variable Insurance Trust and Goldman Sachs & Co. LLC, dated September 27, 2018 (Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-225901, filed on October 1, 2018);
(8)(c)	Participation Agreement, dated April 24, 2009, as amended through May 29, 2018, by and among Delaware Life Insurance Company of New York and Delaware Life Insurance Company, JPMorgan Insurance Trust and J. P. Morgan Investment Management Inc. (Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-225901, filed on October 1, 2018);
(8)(d)	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)(e)	Participation Agreement, dated May 1, 2001, as amended through March 26, 2018, by and among Delaware Life Insurance Company, Clarendon Insurance Agency, Inc., AllianceBernstein L.P. and AllianceBernstein Investments, Inc. (Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-225901, filed on October 1, 2018);
(8)(f)	Participation Agreement, dated February 17, 1998, as amended through September 18, 2014, by and among Delaware Life Insurance Company, Clarendon Insurance Agency, Inc., AIM Variable Insurance Funds (Invesco Variable Insurance Funds) and Invesco Distributors, Inc. (Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-225901, filed on October 1, 2018):

(8)(g)	Participation Agreement, dated December 1, 2012, as amended through September 8, 2014, by and among Delaware Life Insurance Company of New York and Delaware Life Insurance Company, MFS Variable Insurance Trusts I, II and III, and MFS Fund Distributors, Inc. (Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-225901, filed on October 1, 2018);
(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 of the Registrant 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 24, 2019, authorizing the use of powers of attorney for Officer signatures (Incorporated by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-225901, filed on April 26, 2019);
(15)	Organizational Chart (Incorporated by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-225901, filed on April 26, 2019);
(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 of Delaware Life Variable Account I 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	Chairman and Director
Daniel J. Towriss Delaware Life Insurance Company 1601 Trapelo Road, Suite 30 Waltham, MA 02451	Chief Executive Officer and President 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
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 Group One Thousand One, LLC.

The organization chart of Group One Thousand One, LLC, the Depositor and Registrant is incorporated by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-225901, filed April 26, 2019.

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 1, 2019 there were 7,243 qualified and 13,230 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, Keyport Variable Account A, KMA Variable Account, Keyport Variable Account I, KBL Variable Account A, KBL Variable Annuity Account and Delaware Life NY Variable Accounts A, B, C, D, J and N.

(b)	Name and Principal	Position and Offices
	Business Address*	with Underwriter
	Thomas G. Seitz	President and Director
	Michael K. Moran	Financial Operations Principal and Treasurer and Director
	Michael S. Bloom	Secretary and Director
	Christopher J. Vellante	Chief Compliance Officer

* 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 by Delaware Life Insurance Company, in whole or in part, at its executive office 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, llc 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 29th day of April, 2019.

DELAWARE LIFE VARIABLE ACCOUNT F
(Registrant)
DELAWARE LIFE INSURANCE COMPANY
(Depositor)
By:	/s/ Daniel J. Towriss *
	Daniel J. Towriss
	Chief Executive Officer and President

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.*	Chairman and Director	April 29, 2019
David E. Sams, Jr.	(Principal Executive Officer)
/s/ Daniel J. Towriss*	Chief Executive Officer and President and Director	April 29, 2019
Daniel J. Towriss	(Principal Executive Officer)
/s/ Michael K. Moran*	Senior Vice President and Chief Accounting	April 29, 2019
Michael K. Moran	Officer and Treasurer
	(Principal Financial Officer and Principal
	Accounting Officer)
/s/ Dennis A. Cullen*	Director	April 29, 2019
Dennis A. Cullen
*   By: /s/ Kenneth N. Crowley	Attorney-in-Fact for:	April 29, 2019
Kenneth N. Crowley	Dennis A. Cullen, Director
	David E. Sams, Jr., Chairman and Director
	Daniel J. Towriss, Chief Executive Officer, President, and Director;
	Michael K. Moran, Senior Vice President,   Chief Accounting Officer, and Treasurer

* 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. 1 to the Registration Statement on Form N-4, File No. 333-225901, filed on or about April 26, 2019. Powers of attorney are included herein as Exhibit 14(a).

Exhibits

(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