As Filed with the Securities and Exchange Commission on April 29, 2021

REGISTRATION NO. 333-74844

811-05846

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 46

and

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 148

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, 2021 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, 2021

MASTERS FLEX PROSPECTUS

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

Large-Cap Equity Funds

Columbia Variable Portfolio - Large Cap Growth Fund, Class 2

CTIVP^SM - Loomis Sayles Growth Fund, Class 2

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

Invesco V.I. Capital Appreciation Fund, Series II

Invesco V.I. Comstock Fund, Series II

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

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

MFS^® Core Equity Portfolio, Service Class

MFS^® Growth Series, Service Class

MFS^® Research Series, Service Class

MFS^® Value Series, Service Class

Morgan Stanley Variable Insurance Fund, Inc. Growth Portfolio, Class II

Putnam VT Large Cap Value Fund, Class IB

Rational Trend Aggregation VA Fund

Mid-Cap Equity Funds

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

Invesco V.I. American Value Fund, Series II

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

MFS^® Mid Cap Growth Series, Service Class

MFS^® Mid Cap Value Portfolio, Service Class

Morgan Stanley Variable Insurance Fund, Inc. Discovery Portfolio, Class II

Small/Mid-Cap Equity Fund

AB Small/Mid Cap Value Portfolio, Class B

Small-Cap Equity Funds

Franklin Small Cap Value VIP Fund, Class 2

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

MFS^® New Discovery Series, Service Class

MFS^® New Discovery Value Portfolio, Service Class

Rational Insider Buying VA Fund

International/Global Equity Funds

AB International Growth Portfolio, Class B

Columbia Variable Portfolio - Overseas Core Fund, Class 2

First Eagle Overseas Variable Fund

Invesco V.I. Global Fund, Series II

Invesco V.I. International Growth Fund, Series II

MFS^® International Growth Portfolio, Service Class

MFS^® International Intrinsic Value Portfolio, Service Class

MFS^® Research International Portfolio, Service Class

PIMCO StocksPLUS^® Global Portfolio, Advisor Class

Templeton Growth VIP Fund, Class 2

Emerging Markets Equity Funds

Lazard Retirement Emerging Markets Equity Portfolio, Service Class

MFS^® Emerging Markets Equity Portfolio, Service Class

Specialty/Sector Funds

MFS^® Utilities Series, Service Class

PIMCO CommodityRealReturn^® Strategy Portfolio, Administrative Class

Real Estate Equity Fund

MFS^® Global Real Estate Portfolio, Service Class

Asset Allocation Funds

AB Balanced Wealth Strategy Portfolio, Class B

AB Dynamic Asset Allocation Portfolio, Class B

BlackRock Global Allocation V.I. Fund, Class III

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

Franklin Income VIP Fund, Class 2

Franklin Mutual Shares VIP Fund, Class 2

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

MFS^® Conservative Allocation Portfolio, Service Class

MFS^® Global Tactical Allocation Portfolio, Service Class

MFS^® Growth Allocation Portfolio, Service Class

MFS^® Moderate Allocation Portfolio, Service Class

MFS^® Total Return Series, Service Class

PIMCO All Asset Portfolio, Administrative Class

PIMCO Global Managed Asset Allocation Portfolio, Advisor Class

Putnam VT Multi-Asset Absolute Return Fund, Class IB

Target Date Funds

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

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

Money Market Fund

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

Global Bond Fund

Templeton Global Bond VIP Fund, Class 4

Short-Term Bond Fund

MFS^® Limited Maturity Portfolio, Service Class

Intermediate-Term Bond Funds

JPMorgan Insurance Trust Core Bond Portfolio, Class 2

MFS^® Corporate Bond Portfolio, Service Class

MFS^® Government Securities Portfolio, Service Class

MFS^® Total Return Bond Series, Service Class

Inflation Adjusted Bond Fund

MFS^® Inflation-Adjusted Bond Portfolio, Service Class

Multi-Sector Bond Fund

Franklin Strategic Income VIP Fund, Class 2

High Yield Bond Fund

MFS^® High Yield Portfolio, Service Class

Emerging Markets Bond Fund

PIMCO Emerging Markets Bond Portfolio, Administrative Class

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

We have filed a Statement of Additional Information dated April 30, 2021 (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 73 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.

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

Any reference in this Prospectus to receipt by us means receipt at 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	5
EXAMPLE	8
CONDENSED FINANCIAL INFORMATION	8
THE ANNUITY CONTRACT	9
COMMUNICATING TO US ABOUT YOUR CONTRACT	9
Electronic Account Information	10
DELAWARE LIFE INSURANCE COMPANY	10
THE VARIABLE ACCOUNT	10
VARIABLE ACCOUNT OPTIONS: THE FUNDS	11
Selection of Funds	13
Payments We Receive	14
THE FIXED ACCOUNT	14
THE FIXED ACCOUNT OPTIONS: THE GUARANTEE PERIODS	15
Guarantee Periods	15
Guaranteed Interest Rates	15
Early Withdrawals	15
THE ACCUMULATION PHASE	15
Issuing Your Contract	16
Amount and Frequency of Purchase Payments	16
Allocation of Net Purchase Payments	16
Your Account	16
Your Account Value	16
Variable Account Value	17
Fixed Account Value	17
Transfer Privilege	18
Waivers; Reduced Charges; Credits; Special Guaranteed Interest Rates	21
Other Programs	22
WITHDRAWALS, WITHDRAWAL CHARGES, AND MARKET VALUE ADJUSTMENT	24
Cash Withdrawals	24
Withdrawal Charge	26
Types of Withdrawals not Subject to Withdrawal Charge	27
Market Value Adjustment	28
CONTRACT CHARGES	29
Account Fee	29
Administrative Expense Charge and Distribution Fee	30
Mortality and Expense Risk Charge	30
Charges for Optional Benefits	30
Premium Taxes	31
Fund Expenses and Restrictions	31
Modification in the Case of Group Contracts	31
OPTIONAL LIVING BENEFIT: INCOME RISER	31
Determining Your Withdrawal Benefit Base	33
Determining Your Annual Withdrawal Amount	34
How SIR Works	34
Withdrawals Under SIR	36
Cost of SIR	39
Step-Up Under SIR	40
Joint-Life Coverage	41
Cancellation of SIR	42
Death of Participant Under SIR with Single-Life Coverage	43
Death of Participant Under SIR with Joint-Life Coverage	43
Annuitization Under SIR	43
Tax Issues Under SIR	44

DESIGNATED FUNDS	45
BUILD YOUR OWN PORTFOLIO	46
DEATH BENEFIT	47
Amount of Death Benefit	47
The Basic Death Benefit	47
Optional Death Benefit	48
Spousal Continuance	48
Calculating the Death Benefit	49
Method of Paying Death Benefit	49
Qualified Contracts	49
Non-Qualified Contracts	50
Selection and Change of Beneficiary	50
Payment of Death Benefit	50
THE INCOME PHASE - ANNUITY PROVISIONS	51
Selection of Annuitant(s)	51
Selection of the Annuity Commencement Date	51
Annuity Options	52
Selection of Annuity Option	53
Amount of Annuity Payments	53
Transfer of Variable Annuity Units	54
Account Fee	55
Annuity Payment Rates	55
Annuity Options as Method of Payment for Death Benefit	55
OTHER CONTRACT PROVISIONS	55
Exercise of Contract Rights	55
Change of Ownership	55
Voting of Fund Shares	56
Reports to Owners	56
Substitution of Securities	57
Change in Operation of Variable Account	57
Splitting Units	57
Modification	57
Discontinuance of New Participants	58
Reservation of Rights	58
Right to Return	58
TAX PROVISIONS	58
U.S. Federal Income Tax Provisions	59
Puerto Rico Tax Provisions	68
ADMINISTRATION OF THE CONTRACT	69
Business Disruption and Cyber Security Risks	69
DISTRIBUTION OF THE CONTRACT	70
AVAILABLE INFORMATION	71
STATE REGULATION	72
LEGAL PROCEEDINGS	72
FINANCIAL STATEMENTS	72
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION	73
APPENDIX A - GLOSSARY	74
APPENDIX B - WITHDRAWALS, WITHDRAWAL CHARGES,  & MARKET VALUE ADJUSTMENT	78
APPENDIX C - PREVIOUSLY AVAILABLE OPTIONAL DEATH BENEFITS AND EXAMPLES	81
APPENDIX D - PREVIOUSLY AVAILABLE INVESTMENT OPTIONS	86
APPENDIX E - SECURED RETURNS FOR LIFE	89
APPENDIX F - SECURED RETURNS	108
APPENDIX G - SECURED RETURNS 2	114
APPENDIX H - SECURED RETURNS FOR LIFE PLUSSM	123
APPENDIX I - RETIREMENT INCOME ESCALATORSM	156
APPENDIX J - Income ON Demand®	168
APPENDIX K - Income ON Demand® II	179
APPENDIX L - Income ON Demand® II Plus	192

APPENDIX M - RETIREMENT INCOME ESCALATORSM II	209
APPENDIX N - Income ON Demand® II Escalator	225
APPENDIX O - RETIREMENT ASSET PROTECTORSM	241
APPENDIX P - Income ON Demand® III Escalator	246
APPENDIX Q - BUILD YOUR OWN PORTFOLIO	259
APPENDIX R - CONDENSED FINANCIAL INFORMATION	267

SPECIAL TERMS

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

PRODUCT HIGHLIGHTS

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

The Annuity Contract

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

The Accumulation Phase

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

Variable Account Options: The Funds

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

The Fixed Account Options: The Guarantee Periods

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

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

Fees and Expenses

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

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

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

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

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

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

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

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

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

Optional Living Benefits

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

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

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

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

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

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

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

The Income Phase: Annuity Provisions

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

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

Death Benefit

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

Withdrawals, Withdrawal Charges and Market Value Adjustment

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

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

Right to Return

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

Tax Provisions

Your earnings are not taxed until you take them out. If you withdraw money during the Accumulation Phase, earnings come out first and are taxed as ordinary income. If your Contract is a Non-Qualified Contract, it is possible that the election of an optional living benefit might increase the taxable portion of any withdrawal you make from the Contract. If you are younger than 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 Contracts, we currently offer many other forms of annuity contracts with a wide variety of features, benefits and charges. Depending on your circumstances and needs, some of these other contracts may be at a lower cost to you. Not all of the annuity contracts that we offer are available in all jurisdictions or through all of the selling agents who offer the contracts. You should consider with your selling agent what annuity contract or financial product is most consistent with your needs and preferences.

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

Delaware Life Insurance Company
P.O. Box 758581

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

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FEES AND EXPENSES

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

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

Contract Owner Transaction Expenses

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

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

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

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

Annual Account Fee $50 ⁴ 

Variable Account Annual Expenses

(as a percentage of net Variable Account assets)⁵

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

Charges for Optional Death Benefits

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

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

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Charges for Optional Living Benefits

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

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

The table below shows the minimum and maximum total operating expenses charged by the Funds for the year ended December 31, 2020.

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%		1.56%

The expenses shown, which include any acquired fund fees and expenses, are those incurred for the year ended December 31, 2020, and were provided by the Funds. We have not independently verified the accuracy of the Fund expense information. Current or future expenses may be greater or less than those shown. For more information about Fund expenses, including a description of any applicable fee waiver or expense reimbursement arrangement, see the Fund prospectuses.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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EXAMPLE

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

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

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

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

1 year	3 years		5 years		10 years
$1,221	$	2,157	$	2,590	$	5,367

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

1 year	3 years		5 years		10 years
$501	$	1,529	$	2,590	$	5,367

(3) If you do not surrender your Contract:

1 year	3 years		5 years		10 years
$501	$	1,529	$	2,590	$	5,367

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

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

CONDENSED FINANCIAL INFORMATION

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

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THE ANNUITY CONTRACT

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

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

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

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

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

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

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

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

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

COMMUNICATING TO US ABOUT YOUR CONTRACT

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

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Unless this Prospectus states differently, we will consider all materials sent to us and all telephone communications to be received on the date we actually receive them, in Good Order, at our Service Address or at (877) 253-2323. However, we will consider all financial transactions, including Purchase Payments, withdrawal requests and transfer instructions, to be received on the next Business Day if we receive them (1) on a day that is not a Business Day or (2) after the close of regular trading on the New York Stock Exchange, which is normally 4:00 p.m., Eastern Time.

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.

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 and other variable annuity contracts that provide benefits that vary in accordance with the investment performance of the Variable Account. The assets maintained in the Variable Account will not be charged with any liabilities arising out of any other business we conduct. All obligations arising under a Contract, including the promise to make annuity payments, and the optional living benefit and death benefit guarantees, are general corporate obligations of the Company and, as such, are subject to the claims of the Company’s creditors.

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

VARIABLE ACCOUNT OPTIONS: THE FUNDS

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

Large-Cap Equity Funds

Columbia Variable Portfolio - Large Cap Growth Fund, Class 2

CTIVP^SM - Loomis Sayles Growth Fund, Class 2

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

Invesco V.I. Capital Appreciation Fund, Series II⁹

Invesco V.I. Comstock Fund, Series II

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

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

MFS^® Core Equity Portfolio, Service Class

MFS^® Growth Series, Service Class

MFS^® Research Series, Service Class

MFS^® Value Series, Service Class

Morgan Stanley Variable Insurance Fund, Inc. Growth Portfolio, Class II¹

Putnam VT Large Cap Value Fund, Class IB^1,8

Rational Trend Aggregation VA Fund³

Mid-Cap Equity Funds

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

Invesco V.I. American Value Fund, Series II¹

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

MFS^® Mid Cap Growth Series, Service Class¹

MFS^® Mid Cap Value Portfolio, Service Class¹

Morgan Stanley Variable Insurance Fund, Inc. Discovery Portfolio, Class II¹

Small/Mid-Cap Equity Fund

AB Small/Mid Cap Value Portfolio, Class B¹

Small-Cap Equity Funds

Franklin Small Cap Value VIP Fund, Class 2

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

MFS^® New Discovery Series, Service Class¹

MFS^® New Discovery Value Portfolio, Service Class¹

Rational Insider Buying VA Fund³

International/Global Equity Funds

AB International Growth Portfolio, Class B¹

Columbia Variable Portfolio - Overseas Core Fund, Class 2

First Eagle Overseas Variable Fund⁴

Invesco V.I. Global Fund, Series II¹⁰

Invesco V.I. International Growth Fund, Series II¹

MFS^® International Growth Portfolio, Service Class

MFS^® International Intrinsic Value Portfolio, Service Class

MFS^® Research International Portfolio, Service Class

PIMCO StocksPLUS^® Global Portfolio, Advisor Class¹

Templeton Growth VIP Fund, Class 2

Emerging Markets Equity Funds

Lazard Retirement Emerging Markets Equity Portfolio, Service Class¹

MFS^® Emerging Markets Equity Portfolio, Service Class

Specialty/Sector Funds

MFS^® Utilities Series, Service Class

PIMCO CommodityRealReturn^® Strategy Portfolio, Administrative Class

Real Estate Equity Fund

MFS^® Global Real Estate Portfolio, Service Class

Asset Allocation Funds

AB Balanced Wealth Strategy Portfolio, Class B¹

AB Dynamic Asset Allocation Portfolio, Class B^1,7

BlackRock Global Allocation V.I. Fund, Class III¹

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

Franklin Income VIP Fund, Class 2

Franklin Mutual Shares VIP Fund, Class 2

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

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

MFS^® Global Tactical Allocation Portfolio, Service Class^1,7

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

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

MFS^® Total Return Series, Service Class

PIMCO All Asset Portfolio, Administrative Class²

PIMCO Global Managed Asset Allocation Portfolio, Advisor Class^1,2,7

Putnam VT Multi-Asset Absolute Return Fund, Class IB¹

Target Date Funds

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

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

Money Market Fund

MFS^® U.S. Government Money Market Portfolio, Service Class⁶

Global Bond Fund

Templeton Global Bond VIP Fund, Class 4¹

Short-Term Bond Fund

MFS^® Limited Maturity Portfolio, Service Class¹

Intermediate-Term Bond Funds

JPMorgan Insurance Trust Core Bond Portfolio, Class 2¹

MFS^® Corporate Bond Portfolio, Service Class

MFS^® Government Securities Portfolio, Service Class

MFS^® Total Return Bond Series, Service Class¹

Inflation Adjusted Bond Fund

MFS^® Inflation-Adjusted Bond Portfolio, Service Class¹

Multi-Sector Bond Fund

Franklin Strategic Income VIP Fund, Class 2

High Yield Bond Fund

MFS^® High Yield Portfolio, Service Class

Emerging Markets Bond Fund

PIMCO Emerging Markets Bond Portfolio, Administrative Class

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

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

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

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

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

⁶ There is no assurance that this Fund will be able to maintain a stable net asset value per share. In addition, during extended periods of low interest rates, and partly as a result of asset based separate account charges, the yield on this investment account may become low and possibly negative.

⁷ This Fund employs a managed volatility strategy.

⁸  Formerly known as Putnam VT Equity Income Fund.

⁹  Formerly known as Invesco Oppenheimer V.I. Capital Appreciation Fund.

¹⁰  Formerly known as Invesco Oppenheimer V.I. Global Fund.

AllianceBernstein L.P. advises the AB Variable Products Series Fund, Inc. Portfolios. BlackRock Advisors, LLC advises the BlackRock Global Allocation V.I. Fund. Columbia Management Investment Advisers, LLC advises the Columbia Variable Portfolios (CTIVP^SM - Loomis Sayles Growth Fund is sub-advised by Loomis, Sayles & Company LP). Fidelity Management & Research Company advises the Fidelity^® VIP Portfolios; Fidelity^® VIP Balanced Portfolio, Fidelity^® VIP Contrafund^® Portfolio and Fidelity^® VIP Mid Cap Portfolio (sub-advised by FMR Co. Inc. and other investment advisers). First Eagle Investment Management, LLC advises the First Eagle Overseas Variable Fund. FMR Co., Inc. advises the Fidelity^® VIP Freedom Portfolios. Franklin Advisers, Inc. advises the Franklin Income VIP Fund, Franklin Strategic Income VIP Fund, and Templeton Global Bond VIP Fund. Franklin Mutual Advisers, LLC advises the Franklin Mutual Shares VIP Fund and the Franklin Small Cap Value VIP Fund. Invesco Advisers, Inc. advises the Invesco Funds. J.P. Morgan Investment Management Inc. advises the JPMorgan Portfolios. Lazard Asset Management LLC advises the Lazard Retirement Emerging Markets Equity Portfolio. Lord, Abbett & Co. LLC advises the Lord Abbett Portfolios. Massachusetts Financial Services Company advises the MFS^® Portfolios and the MFS^® Series. Morgan Stanley Investment Management Inc. advises the Morgan

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Stanley Variable Insurance Fund, Inc. Portfolios. Pacific Investment Management Company LLC advises the PIMCO Portfolios, including PIMCO All Asset Portfolio (sub-advised by Research Affiliates, LLC). Putnam Investment Management, LLC advises the Putnam Funds (Putnam VT Large Cap Value Fund is sub-advised by Putnam Investments Limited and Putnam VT Multi-Asset Absolute Return Fund is sub-advised by Putnam Advisory Company and Putnam Investments Limited). Rational Advisors Inc. advises the Rational VA Funds (Rational Trend Aggregation VA Fund sub-advised by Tuttle Tactical Management, LLC). Templeton Global Advisors Limited advises the Templeton Growth VIP Fund.

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

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

As described in more detail in the Fund prospectuses, certain Funds may employ managed volatility or hedging strategies intended to reduce overall volatility and provide for downside protection during downward movements in equity markets. These hedging strategies could limit the Fund’s upside participation in rising equity markets relative to other Funds with substantially similar investment objectives and policies that do not use such strategies. Investing in such Funds may, however, be helpful in a declining market, because the hedging strategy will reduce your equity exposure under such circumstances, and your Account Value may decline less than would have been the case if you had not invested in Funds with a managed volatility or hedging strategy. In addition, the cost of these strategies may have a negative impact on performance. There is no guarantee that a Fund employing a managed volatility or hedging strategy can achieve or maintain the Fund’s optimal risk targets, and the Fund may not perform as expected. You should consult with your registered representative to determine which combination of investment choices is appropriate for you.

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

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

Selection of Funds

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

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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.

Payments We Receive

The Funds’ investment advisers, transfer agents, underwriters and/or affiliates (“Fund Groups”) compensate us for providing administrative and recordkeeping services that they would normally be required to provide for individual shareholders or cost savings experienced by the Fund Groups. Such compensation is typically a percentage of Variable Account assets invested in a relevant Fund and generally may range up to 0.50% of net assets. In like manner, some Funds pay Rule 12b-1 fees to the Company or the principal underwriter of the Contracts for providing distribution and shareholder support services to the Funds, ranging up to 0.25% directly from the Funds in connection with a Rule 12b-1 Plan. If the Company or the principal underwriter receive Rule 12b-1 fees, combined compensation for administrative, distribution and recordkeeping related services ranges up to 0.55% annually of Variable Account assets invested in a Fund. Certain Fund Groups do not provide any compensation to us from Rule 12b-1 fees but provide up to 0.50% annually of Variable Account assets invested in a Fund.

These payments reflect in part expense savings by the Fund Groups for having, in the case of the Contracts, a sole shareholder, the Variable Account, rather than multiple shareholders in the Funds. Proceeds of these payments may be used for any corporate purpose, including the payment of expenses that Delaware Life and its affiliates incur in promoting, issuing, distributing and administering the Contracts. These payments are generally based on a percentage of the daily assets of the Funds under the Contracts and other variable contracts offered by Delaware Life and its affiliated insurers.

In addition, certain Fund Groups provide fixed dollar compensation to defray the cost of our marketing support and training services. These services may include various promotional, training or marketing meetings for distributors, wholesalers, and/or selling broker-dealers’ registered representatives, and creating materials describing the Contract, its features and the available investment options. Certain Fund Groups may also attend these meetings.

These payments create an incentive for us to offer Funds (or classes of shares of Funds) for which such payments are available to us. We consider such payments, among other things, when deciding to include a Fund (or class of shares of a Fund) as an investment option under the Contracts. Other available investment portfolios (or classes of shares of Funds) may have lower fees and better overall investment performance than the Funds (or classes of shares of the Funds) offered under the Contract.

If you purchased the Contract through a broker-dealer or other financial intermediary (such as a bank), the Fund Groups may pay the intermediary for services provided with regard to the sale of Fund shares in the Subaccounts under the Contract. The amount and/or structure of the compensation can possibly create a conflict of interest as it may influence the broker-dealer or other intermediary and your salesperson to present this Contract (and certain Subaccounts under the Contract) over other investment alternatives. The variations in compensation, however, may also reflect differences in sales effort or ongoing customer services expected of the broker-dealer or other intermediary or your salesperson. You may ask your salesperson about such variations and how he or she and his or her broker-dealer or other financial intermediary are compensated for selling the Contract.

THE FIXED ACCOUNT

The Fixed Account is made up of all the general assets of the Company (referred to as the “general account”) other than those allocated to any separate account. Amounts you allocate to Guarantee Periods become part of the Fixed Account. These general account assets are available to support our insurance and annuity obligations other than those funded by the Variable Account. Any guarantees under the Contract that exceed your Variable Account Value, such as those with any

14

optional living benefit and any death benefit, are paid from our general account (and not the Variable Account). Therefore, any amounts that we may be obligated to pay under the Contract in excess of Variable Account Value are subject to our financial strength and claims-paying ability and our long-term ability to make such payments. We issue other types of insurance policies and financial products as well, and we pay our obligations under those products from our assets in the general account. The general account is subject to claims of creditors made on the assets of the Company.

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

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

THE FIXED ACCOUNT OPTIONS: THE GUARANTEE PERIODS

Guarantee Periods

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

Guaranteed Interest Rates

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

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

Early Withdrawals

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

THE ACCUMULATION PHASE

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

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Issuing Your Contract

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

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

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

Amount and Frequency of Purchase Payments

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

Allocation of Net Purchase Payments

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

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

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 “Variable Account Value” and “Fixed Account Value.”

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Variable Account Value

Variable Accumulation Units

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

Variable Accumulation Unit Value

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

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

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

Crediting and Canceling Variable Accumulation Units

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

Fixed Account Value

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

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

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

Crediting Interest

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

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Guarantee Amounts

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

Renewals

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

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

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

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

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

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

Early Withdrawals

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

Transfer Privilege

Permitted Transfers

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

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

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

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

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

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

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

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

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

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

Requests for Transfers

You, your authorized registered representative of the broker-dealer of record, or another authorized third party may request transfers in writing or by telephone.

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.

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

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

No more than one transfer request of Account Values may be made on the same Business Day regardless of whether the request is made by you, your authorized registered representative, or another authorized third party, and regardless of whether the request is submitted in writing 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

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variety of strategies to avoid detection. Despite our efforts to prevent short-term trading, there is no assurance that we will be able to identify such Participants or intermediaries or curtail their trading. A failure to detect and curtail short-term trading could result in adverse consequences to the Participants. Short-term trading can increase costs for all Participants as a result of excessive portfolio transaction fees. In addition, short-term trading can adversely affect a Fund’s performance. If large amounts of money are suddenly transferred out of a Fund, the Fund’s investment adviser cannot effectively invest in accordance with the Fund’s investment objectives and policies.

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

Short-term trading activities whether by the Participant or a third party authorized to initiate transfer requests on behalf of Participant(s) may be subject to other restrictions as well. For example, we reserve the right to take actions against short-term trading which restrict your transfer privileges (including transfers to and from the Fixed Account) more narrowly than the policies described under “Permitted Transfers,” such as requiring transfer requests to be submitted in writing through regular first-class U.S. mail (e.g., no overnight, priority or courier delivery allowed) and refusing any and all transfer instructions.

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

We will provide you written notification of any restrictions imposed.

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

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

• when the Participant changes;

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

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

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

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

Funds’ Trading Policies

In addition to the restrictions that we impose (as described under “Permitted Transfers” and “Short-Term Trading”), most of the Funds have adopted restrictions or other policies about transfers or other purchases and sales of the Fund’s

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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 disagreement with respect to a Fund cannot be satisfactorily resolved, the Fund might be restricted or, subject to obtaining any required regulatory approval, replaced as a variable investment option.

Waivers; Reduced Charges; Credits; Special Guaranteed Interest Rates

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

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

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

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

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

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Other Programs

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

Dollar-Cost Averaging (“DCA”) Program

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

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

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

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

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

Asset Allocation

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

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

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

Our asset allocation models are “static.” That is to say, if you elect an asset allocation model, we automatically rebalance your Account Value among the Sub-Accounts represented in the model you chose. While we will not alter the Sub-Account allocation percentages used in any asset allocation model, your asset allocation model and allocation weightings could be affected by mergers, liquidations, fund substitutions, or closures.

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

Systematic Withdrawal and Interest Out Programs

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

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

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

Portfolio Rebalancing Program

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

Secured Future Program

You may only elect to participate in the Secured Future Program on or before your Issue Date. We divide your initial Purchase Payment between the Fixed Account and the Variable Account. For the Fixed Account portion, you choose a Guarantee Period from among those we offer. We then allocate to that Guarantee Period the portion of your Purchase

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Payment necessary so that, at the end of the Guarantee Period, your Fixed Account allocation, including interest, will equal the entire amount of your original Purchase Payment, less the amount of any Contract charges that have been deducted from the Fixed Account. The remainder of the initial Purchase Payment will be invested in the Sub-Accounts of your choice. At the end of the Guarantee Period, you will be guaranteed the amount of your original Purchase Payment (assuming no withdrawals or transfers), plus you will have the benefit, if any, of the investment performance of the Sub-Accounts you have chosen. Your Secured Future Program terminates at the end of the Guarantee Period and is not renewable into a new Guarantee Period. The Secured Future Program is no longer being offered. (See “THE FIXED ACCOUNT OPTIONS: THE GUARANTEE PERIODS.”)

Travel Assistance Program

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

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

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

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

• Emergency evacuation, if necessary

• Critical care monitoring of attending doctor/hospital

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

• Assistance in filling prescriptions, if required

• Receipt and transmission of necessary emergency messages

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

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

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

• Legal and interpreter referrals

• Return of mortal remains

The “person covered” is:

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

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

WITHDRAWALS, WITHDRAWAL CHARGES, AND MARKET VALUE ADJUSTMENT

Cash Withdrawals

Requesting a Withdrawal

At any time during the Accumulation Phase, you may withdraw in cash all or any portion of your Account Value. To make a withdrawal, other than a Systematic Withdrawal, you must send us a written request at our Service Address.

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Your request must specify whether you want to withdraw the entire amount of your Account or, if less, the amount you wish to receive.

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

Full Withdrawals

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

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

• we then deduct the Account Fee, if applicable;

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

• we calculate and deduct any applicable withdrawal charge.

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

Partial Withdrawals

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

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

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

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

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

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

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

Time of Payment

We will pay you the applicable amount of any full or partial withdrawal within seven days after we receive your withdrawal request, in Good Order, except in cases where we are permitted, and choose, to defer payment under the

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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

• when mandated by applicable law.

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

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

Withdrawal Restrictions for Qualified Plans

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

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

Withdrawal Charge

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

Free Withdrawal Amount

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

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

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

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

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Order of Withdrawal

Each time you make a withdrawal, we consider the free withdrawal amount to be withdrawn first. If the amount you withdraw is in excess of your free withdrawal amount, then that excess may be subject to a withdrawal charge. We will withdraw the excess, in order, from your oldest remaining Purchase Payment to your most recent Purchase Payment. Each time you make a withdrawal, we will follow this procedure until all of your Purchase Payments have been withdrawn. Once all Purchase Payments are withdrawn, the balance withdrawn (which would include the 0.15% credit described under “Mortality and Expense Risk Charge”) is not subject to a withdrawal charge. After the fourth Account Anniversary, amounts withdrawn are not subject to withdrawal charges.

Calculation of Withdrawal Charge

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

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

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

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

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

Types of Withdrawals not Subject to Withdrawal Charge

Nursing Home Waiver

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

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

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

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

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

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

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

Other Withdrawals

We do not impose withdrawal charges:

• when you annuitize your Contract;

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

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

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

Market Value Adjustment

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

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

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

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

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

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

(	1 + I	)	N/12	-	1
	1 + J + b

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

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

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

CONTRACT CHARGES

Account Fee

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

We will not charge the Account Fee if:

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

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

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

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

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Administrative Expense Charge and Distribution Fee

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

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

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

Mortality and Expense Risk Charge

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

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

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

Charges for Optional Benefits

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

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forms of optional living benefits that are no longer being offered but remain in force under currently outstanding Contracts, please see “FEES AND EXPENSES.”)

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

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

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

Premium Taxes

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

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

Fund Expenses and Restrictions

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

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

Modification in the Case of Group Contracts

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

OPTIONAL LIVING BENEFIT: INCOME RISER

Currently, you may elect to participate in Income Riser (“SIR”) on or before your Issue Date. SIR provides an annual income guarantee for life. You can withdraw up to a guaranteed amount each year and, provided you meet certain requirements, we will continue to send you the guaranteed amount even if your Account Value should go to zero. Your income amount will not decrease, provided that your withdrawals do not exceed the guaranteed amount in any year. In

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general, the longer you wait for your first withdrawal under SIR, the larger the guaranteed Annual Withdrawal Amount. To describe how SIR works, we use the following definitions:

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

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

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

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

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

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

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

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

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

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

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

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

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

• wants the option of joint-life coverage.

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

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

• anticipates the need for Excess Withdrawals or Early Withdrawals.

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

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

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SIR is inappropriate if you are an investor who:

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

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

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

You may elect to participate in SIR, provided that:

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

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

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

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

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

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

To participate in SIR, all of your Account Value must be invested in one or more of the Designated Funds at all times during the term of SIR. (The “term” of SIR is for life, unless your Withdrawal Benefit Base is reduced to zero or SIR is terminated or cancelled as described under “Cancellation of SIR,” “Depleting Your Account Value,” and “Annuitization Under SIR.”) The only Funds, dollar-cost averaging program options, and asset allocation models that currently qualify as Designated Funds are listed in the section entitled “DESIGNATED FUNDS.”

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

Determining Your Withdrawal Benefit Base

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

• increased by any applicable bonuses;

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

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

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

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

Determining Your Annual Withdrawal Amount

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

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

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

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

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

How SIR Works

Each Account Year, beginning on your SIR Coverage Date, you can take withdrawals totaling up to the amount of your Annual Withdrawal Amount, subject to the terms and conditions discussed below. Even if your Account Value is reduced to zero (other than as a result of an Early Withdrawal or an Excess Withdrawal), as long as your Withdrawal Benefit Base is greater than zero, you will receive your full Annual Withdrawal Amount every year until you die.

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

Note that the timing and amount of your withdrawals may significantly decrease, and even terminate, your total benefits under SIR, including reducing your Account Value to zero and thereby terminating your Contract

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without value, as described further under “Withdrawals Under SIR.” Note also that investing in any Fund, other than a Designated Fund, will cancel SIR, as described under “Cancellation of SIR.”

Here is an example of how SIR works.

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

Assume that, because of good investment performance of the Designated Funds during Account Year 2, your Account Value has grown to $125,000 by the beginning of Account Year 3. Your Contract is, therefore, eligible for an automatic step-up of its Withdrawal Benefit Base and SIR Bonus Base. Assume that we have not increased the percentage used to calculate the SIR Fee on newly issued Contracts; therefore we will step up your Withdrawal Benefit Base and your SIR Bonus Base to $125,000. Your new Annual Withdrawal Amount will be 5% of your new Withdrawal Benefit Base, or $6,250. Going forward, your new SIR Bonus Base will be $125,000, unless increased by another step-up or reduced by an Excess Withdrawal, and your SIR Bonus Period will now end on your 12^th Account Anniversary (i.e., ten years after the step-up). All values shown are as of the beginning of the Account Year.

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

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

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

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

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

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

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

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

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

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

Withdrawals Under SIR

Withdrawals After the SIR Coverage Date

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

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

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

• your Annual Withdrawal Amount.

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

• your free withdrawal amount permitted under this Contract,

• your Yearly Required Minimum Distribution Amount, or

• your Annual Withdrawal Amount.

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

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Excess Withdrawals

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

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

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

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

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

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

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

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

You should be aware that, if your Account Value is less than the Withdrawal Benefit Base at the time an Excess Withdrawal is taken (as in the above example), then your Withdrawal Benefit Base and your SIR Bonus Base will be reduced by an amount equal to or more than the excess amount withdrawn. Thus, Excess Withdrawals

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taken in a down market could severely reduce, and even terminate, your benefits under SIR, including reducing your Account Value to zero and thereby terminating your Contract without value.

Early Withdrawals

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

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

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

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

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

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

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

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

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

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

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

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

In addition to reducing your benefits under SIR, any withdrawal before you reach age 59¹⁄₂ could have adverse state and federal tax liabilities. You should consult a qualified tax professional for more information.

Depleting Your Account Value

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

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

Cost of SIR

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

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

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

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

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

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

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

Step-Up Under SIR

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

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

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

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

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

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

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

If your Lifetime Withdrawal Percentage has already been determined and your age at the time of step-up coincides with a higher percentage as shown in the table below, your Lifetime Withdrawal Percentage will increase. After the

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step-up, your Annual Withdrawal Amount will be your Lifetime Withdrawal Percentage multiplied by your new Withdrawal Benefit Base as follows:

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

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

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

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

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

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

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

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

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

Joint-Life Coverage

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

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

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

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

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

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

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

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

Cancellation of SIR

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

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

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

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

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SIR will also be cancelled for any of the following:

• upon a termination of the Contract;

• upon annuitization*; or

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

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

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

Death of Participant Under SIR with Single-Life Coverage

If you selected single-life coverage, SIR terminates on the death of any Participant and the Beneficiary may elect to exercise any of the available options under the Death Benefit provisions of the Contract.

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

Death of Participant Under SIR with Joint-Life Coverage

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

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

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

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

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

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

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

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

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

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

Annuitization Under SIR

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

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

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

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

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

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

Tax Issues Under SIR

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

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

If your Contract is a Qualified Contract, then the retirement plan governing that Qualified Contract may be subject to certain required minimum distribution (RMD) provisions imposed by the Internal Revenue Code (the “Code”) and Internal Revenue Service (“IRS”) regulations (collectively, the “Federal Tax Laws”). These RMD provisions require that an amount be distributed from the retirement plan each year. If you were born before July 1, 1949, your required beginning date is April 1 of the calendar year following the calendar year in which you reach age 70 ½. If you were born on or after July 1, 1949, your required beginning date is April 1 of the calendar year following the calendar year in which you reach age 72. For non-IRAs, distributions must begin no later than April 1 of the calendar year following the year in which you attain the applicable age or the date of retirement instead of age 72 if it is later. For that year, and each succeeding year, a distribution must be made on or before December 31. Your failure to withdraw your yearly RMD amount from your retirement plan could result in adverse tax treatment. Because for certain retirement plans we do not know what assets are held by the plan, we have assumed for all plans that the Qualified Contract (i.e., your Contract) is the only asset, and we determine a yearly RMD amount taking into account only your Contract (“Yearly RMD Amount”).

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

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

• you withdraw your Qualified Contract’s first Yearly RMD Amount in the calendar year you attain age 72 rather than postponing the withdrawal of that amount until the first quarter of the next calendar year, and

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

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

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

DESIGNATED FUNDS

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

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

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

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

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

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

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

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

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

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

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

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

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

BUILD YOUR OWN PORTFOLIO

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

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

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

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

DEATH BENEFIT

If the Covered Person dies during the Accumulation Phase, we may pay a death benefit to the designated

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

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

Amount of Death Benefit

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

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

The Basic Death Benefit

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

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

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

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

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

Optional Death Benefit

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

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

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

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

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

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

Spousal Continuance

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

All Contract provisions, including, if elected, the optional death benefit (subject to the optional death benefit age restriction), will continue as if your surviving spouse had purchased the Contract on the Death Benefit Date with a

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deposit equal to the death benefit amount. For purposes of calculating death benefits and expenses from that date forward, your surviving spouse’s age on the original effective date of the Contract will be used. Upon surrender or annuitization, this increased amount will not be treated as premium, but will be treated as income. If you are in a same-sex marriage, see “Definition of Spouse Under Federal Law” under “TAX PROVISIONS.”

Calculating the Death Benefit

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

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

Method of Paying Death Benefit

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

During the Accumulation Phase, you may elect the method of payment for the death benefit. This election can be made by sending us at our Service Address a completed election form, which we will provide. If no such election is in effect on the date of your death, the Beneficiary may elect either a single cash payment or an annuity that is permissible under the Federal Tax Laws.

We can defer payment of the death benefit to the extent permitted under the Investment Company Act of 1940. (See “Payment of Death Benefit.”)

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

Qualified Contracts

If your Contract is a Qualified Contract, the following rules apply to the payment of the death benefit:

The death benefit may be (1) taken as an immediate lump sum, (2) deferred for any period up to December 31st of the tenth year after your death, or (3) taken in the form of an annuity over a period that does not extend beyond December 31st of the tenth year after your death.

If, on the date of your death, the Beneficiary is not more than ten years younger than you or is “disabled” or “chronically ill” as either of those terms is defined under Federal Tax Laws, restriction (3) above does not apply and the death benefit may also be taken in the form of an annuity over the Beneficiary’s lifetime or life expectancy.

If the sole Beneficiary is your surviving spouse, the Beneficiary may also elect to continue the Contract. This election is made by sending us written notice in a form acceptable to us. If we do not receive the Beneficiary’s election within

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60 days after we receive Due Proof of Death, the Beneficiary shall be deemed to have elected to defer receipt of payment under any death benefit option until a written election is submitted to the Company or a distribution is required by law.

If the Beneficiary is your child and under the age of majority on the date of your death, the Beneficiary may elect to defer receipt of the death benefit for any period up to December 31st of the tenth year after reaching the age of majority, or take the death benefit in the form of an annuity over a period that does not extend beyond December 31st of the tenth year after reaching the age of majority.

Non-Qualified Contracts

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

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

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

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

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

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

Selection and Change of Beneficiary

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

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

Payment of Death Benefit

Payment of the death benefit in cash will be made within seven days of the Death Benefit Date, except if we are permitted to defer payment in accordance with the Investment Company Act of 1940. If an Annuity Option is elected,

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the Annuity Commencement Date will be the first day of the second calendar month following the Death Benefit Date, and your Account will remain in effect until the Annuity Commencement Date.

THE INCOME PHASE - ANNUITY PROVISIONS

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

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

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

Selection of Annuitant(s)

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

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

Selection of the Annuity Commencement Date

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

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

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

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

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

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

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

There may be other restrictions on your selection of the Annuity Commencement Date imposed by your retirement plan or applicable law. In most situations, current law requires that for a Qualified Contract, certain minimum distributions must commence as follows: If you were born before July 1, 1949, your required beginning date is April 1 of the calendar year following the calendar year in which you reach age 70 ½. If you were born on or after July 1, 1949, your required beginning date is April 1 of the calendar year following the calendar year in which you reach age 72. For non-IRAs, distributions must begin no later than April 1 of the calendar year following the year in which you attain the applicable age or the date of retirement instead of age 72 if it is later. For that year, and each succeeding year, a distribution must be made on or before December 31.

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Annuity Options

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

Annuity Option A - Life Annuity

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

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

We make monthly payments during the lifetime of the Annuitant. In addition, we guarantee that the Beneficiary will receive monthly payments for the remainder of the period certain, if the Annuitant dies during that period, subject to any conditions imposed by Federal Tax Laws. 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.

If your Contract is a Qualified Contract, in general, the Beneficiary must take any remaining payments over a period that does not extend beyond December 31st of the tenth year after your death. If, on the date of your death, the Beneficiary is your spouse, or is not more than ten years younger than you or is “disabled” or “chronically ill” as either of those terms is defined under Federal Tax Laws, this restriction does not apply and the Beneficiary may receive monthly payments for the remainder of the period certain, regardless of its duration. If the Beneficiary is your child and under the age of majority on the date of your death, the Beneficiary may take any remaining payments over a period that does not extend beyond December 31st of the tenth year after the Beneficiary attains the age of majority.

Annuity Option C - Joint and Survivor Annuity

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

If your Contract is a Qualified Contract, this Annuity Option is available only if the Annuitant and the other designated person are spouses.

Annuity Option D - Monthly Payments for a Specified Period Certain

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

If your Contract is a Qualified Contract, in general, payments cannot extend beyond December 31st of the tenth year after your death. If, on the date of your death, the Beneficiary is your spouse, or is not more than ten years younger

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than you or is “disabled” or “chronically ill” as either of those terms is defined under Federal Tax Laws, this restriction does not apply and the Beneficiary may receive monthly payments for the remainder of the period certain, regardless of its duration. If the Beneficiary is your child and under the age of majority on the date of your death, the Beneficiary may take monthly payments over a period that does not extend beyond December 31st of the tenth year after the Beneficiary attains the age of majority.

Selection of Annuity Option

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

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

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

Remember that the Annuity Option may not be changed once annuity payments begin, unless a change is required under Federal Tax Laws.

Amount of Annuity Payments

Adjusted Account Value

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

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

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

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

Variable Annuity Payments

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

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

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Annuitant requests a transfer among Sub-Accounts). However, the dollar amount of the next Variable Annuity payment, which is the sum of the number of Annuity Units for each Sub-Account times its Annuity Unit value for the Valuation Period ending just before the date of the payment, will increase, decrease, or remain the same, depending on the net investment return of the Sub-Accounts.

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

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

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

Fixed Annuity Payments

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

Minimum Payments

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

Transfer of Variable Annuity Units

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

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

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

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Account Fee

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

Annuity Payment Rates

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

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

Annuity Options as Method of Payment for Death Benefit

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

OTHER CONTRACT PROVISIONS

Exercise of Contract Rights

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

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

Change of Ownership

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

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The Owner of a Non-Qualified Contract may change the ownership of the Contract prior to the Annuity Commencement Date; and each Participant, in like manner, may change the ownership interest in a Contract. A change of ownership will not be binding on us until we receive written notification, in Good Order. When we receive such notification, the change will be effective as of the date on which the request for change was signed by the Owner or Participant, as appropriate, but the change will be without prejudice to us on account of any payment we make or any action we take before receiving the change. If you change the Owner of a Non-Qualified Contract 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.

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

Voting of Fund Shares

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

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

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

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

Reports to Owners

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

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

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

Change in Operation of Variable Account

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

Splitting Units

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

Modification

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

Discontinuance of New Participants

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

Reservation of Rights

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

Right to Return

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

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

TAX PROVISIONS

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

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

U.S. Federal Income Tax Provisions

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

Taxation of Non-Qualified Contracts

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

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

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

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

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

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

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

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

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:

(1) 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;

(2) 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

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

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:

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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 or for a period of at least ten years, those payments may be taxed as annuity payments instead of withdrawals. None of the payment options under the Contract is intended to qualify for this “partial annuitization” treatment.

Taxation of Qualified Contracts

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

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

Beginning on January 1, 2020, an exception to the 10 percent early withdrawal tax penalty applies to distributions from IRAs and other applicable eligible retirement plans (as defined under Federal Tax Laws) for the birth or adoption of a child. The maximum amount of such distribution for any individual is $5,000. The distribution must be made during the one-year period beginning on the date on which a child of the individual is born or on which the legal adoption by the individual of an eligible adoptee is finalized. In addition, such distributions, if recontributed to the eligible retirement plan will be treated as a rollover and thus not includible in income, subject to certain requirements. You will be required to represent to us in writing that you meet the requirements for this exception.

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.

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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;

• 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.

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Your TSA may contain a provision that permits loans; however, the Contract does not, and loans are therefore not available.

TSAs, like IRAs and qualified plans, 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.

If you were born before July 1, 1949, your required beginning date is April 1 of the calendar year following the calendar year in which you reach age 70 ½. If you were born on or after July 1, 1949, your required beginning date is April 1 of the calendar year following the calendar year in which you reach age 72. For that year, and each succeeding year, a distribution must be made on or before December 31.

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.

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.

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

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

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

• any required minimum distribution; or

• any hardship distribution.

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

Taxation of Qualified Death Benefit Proceeds. Generally, death benefits paid upon the death of a Participant are not life insurance benefits and will generally be includable in the income of the recipient.

If the Owner died on or before December 31, 2019, and 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 the Owner died on or before December 31, 2019, and 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 70½;

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.

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If the Owner dies after December 31, 2019, regardless of whether RMD distributions have begun, distribution of the individual’s entire interest must be completed by December 31 of the calendar year containing the tenth anniversary of the Owner’s death unless an election is made to receive distributions in accordance with the following three distribution rules:

(1) If, on the date of the Owner’s death, the Beneficiary is not more than ten years younger than the Owner or is “disabled” or “chronically ill” as either of those terms is defined under Federal Tax Laws, the death benefit may also be taken in the form of an annuity over the Beneficiary’s lifetime or life expectancy;

(2) If the Beneficiary is the Owner’s child and under the age of majority on the date of the Owner’s death, the Beneficiary may elect to defer receipt of the death benefit for any period up to December 31st of the tenth year after reaching the age of majority, or take the death benefit in the form of an annuity over a period that does not extend beyond December 31st of the tenth year after reaching the age of majority; and

(3) If the sole 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 payments start, and before the entire interest in the Contract has been distributed, the Beneficiary must take any remaining payments over a period that does not extend beyond December 31st of the tenth year after your death. If, on the date of your death, the Beneficiary is your spouse, or is not more than ten years younger than you or is “disabled” or “chronically ill” as either of those terms is defined under Federal Tax Laws, this restriction does not apply. If the Beneficiary is your child and under the age of majority on the date of your death, the Beneficiary may take any remaining payments over a period that does not extend beyond December 31st of the tenth year after the Beneficiary attains the age of majority.

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

Investment Diversification and Control

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

In certain circumstances, owners of variable annuity contracts have been considered for federal income tax purposes to be the owners of the assets of the separate account supporting their contracts due to their ability to exercise investment control over those assets. When this is the case, the contract owners have been currently taxed on income and gains attributable to the variable account assets. There is limited guidance in this area, and some features of our Contracts, such as the flexibility of an owner to allocate premium payments and transfer amounts among the investment divisions of the separate account, have not been explicitly addressed in published rulings. While we believe that the Contracts do not give Owners investment control over separate account assets, we reserve the right to modify the Contracts as necessary to prevent an Owner from being treated as the Owner of the separate account assets supporting the Contract. Nevertheless, you should consult with a qualified tax professional on the potential impact of the investor control rules

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of the IRS as they relate to the investment decisions and activities you may undertake with respect to the Contract. In addition, the IRS and/or the Treasury Department may issue new rulings, interpretations or regulations on this subject in the future. Accordingly, we therefore reserve the right to modify the Contracts as necessary to attempt to prevent you from being considered the owner, for tax purposes, of the underlying assets. We also reserve the right to notify you if we determine that it is no longer practicable to maintain the Contract in a manner that was designed to prevent you from being considered the owner of the assets of the Separate Account. You bear the risk that you may be treated as the owner of Separate Account assets and taxed accordingly.

Tax Treatment of the Company and the Variable Account

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

Impact of Optional Death Benefits and Optional Living Benefits

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

Qualified Contracts. If your Contract is a Qualified Contract other than a Roth IRA, it is subject to certain required minimum distribution (RMD) requirements imposed by the Internal Revenue Code and IRS regulations. If you were born before July 1, 1949, your required beginning date is April 1 of the calendar year following the calendar year in which you reach age 70 ½. If you were born on or after July 1, 1949, your required beginning date is April 1 of the calendar year following the calendar year in which you reach age 72. For non-IRAs, distributions must begin no later than April 1 of the calendar year following the year in which you attain the applicable age or the date of retirement instead of age 72 if it is later. For that year, and each succeeding year, a distribution must be made on or before December 31. 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.

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

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

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

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

Participants in 403(b) plans who are under age 59¹⁄₂, are subject to withdrawal restrictions under the Internal Revenue Code that may prevent them from being able to make any withdrawals under the WB Plan while they remain under age 59¹⁄₂.

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

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

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

Non-Qualified Contracts. We are required to make a determination as to the taxability of any withdrawal you make in order to be able to annually report to the IRS and your information about your withdrawal. Under the Internal Revenue Code, any withdrawal from a Non-Qualified Contract is taxable to the extent the annuity’s cash value (determined without regard to surrender charges) exceeds the investment in the contract. There is no definition of “cash value” in the Code and, for tax reporting purposes, we are currently treating it as the Account Value of the Contract. However, there can be no assurance that the IRS will agree that this is the correct cash value. The IRS could, for example, determine that the cash value is the Account Value plus an additional amount representing the value of an optional benefit. If this were to occur, election of an optional benefit could cause any withdrawal, including a withdrawal under the withdrawal benefit of any optional living benefit, to have a higher proportion of the withdrawal derived from taxable investment earnings. Prior to electing to participate in an optional benefit (or, if applicable, prior to renewing your participation in any optional living benefit), you should consult with a qualified tax professional as to the meaning of “cash value.”

Definition of Spouse Under Federal Law

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

Federal Estate Taxes

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

Generation-skipping Transfer Tax

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

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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.

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

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

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

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

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

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

ADMINISTRATION OF THE CONTRACT

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 business interruption and/or 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, interruptions of service resulting from natural disasters, 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 Funds and the issuers of securities in which the Funds invest, which may cause the Funds to lose value. There can be no assurance that we or the Funds will always be able to avoid cyber security risks.

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In addition, we are also exposed to risks related to natural and man-made disasters and catastrophes, such as (but not limited to) storms, fires, floods, earthquakes, public health crises, malicious acts, and terrorist acts, any of which could adversely affect our ability to conduct business. A natural or man-made disaster or catastrophe, including a pandemic (such as COVID-19), could affect the ability of our employees or the employees of our service providers to perform their job responsibilities. In the event our employees and/or the employees of our service providers are required to work remotely, those remote work arrangements could result in our business operations being less efficient than under normal circumstances and could lead to delays in our processing of Contract-related transactions, including orders from Contract owners. Catastrophic events may negatively affect the computer and other systems on which we rely, impact our ability to calculate the Variable Accumulation Unit values, or have other possible negative impacts. There can be no assurance that we, our service providers, or the Funds will be able to avoid negative impacts associated with natural and man-made disasters and catastrophes.

The COVID-19 pandemic to date has led to the implementation of various responses, including government-imposed quarantines, travel restrictions and other public health-focused safety measures across the United States and in other countries. Some of these responses may increase the risk to the Company and the Variable Account of cyber security breaches or other forms of business disruption in ways that are currently unpredictable. Although we continually make efforts to identify and reduce our exposure to these risks, there is considerable uncertainty around both the severity and duration of the COVID-19 outbreak and, for that reason, the future financial and other impacts of the pandemic on the Company cannot reasonably be estimated at this time.

DISTRIBUTION OF THE CONTRACT

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

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

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

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

In addition to the compensation described above, the Company may make additional cash payments, in certain circumstances referred to as “override” compensation, or reimbursements to Selling Broker-Dealers in recognition of their marketing and distribution, transaction processing and/or administrative services support. These payments are not offered to all Selling Broker-Dealers, and the terms of any particular agreement governing the payments may vary

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

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

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

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

Commissions may be waived or reduced in connection with certain transactions described in this Prospectus under the heading “Waivers; Reduced Charges; Credits; Special Guaranteed Interest Rates.” During 2018, 2019, and 2020, respectively, approximately $34,231,853, $31,286,206, and $29,336,571, 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).

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STATE REGULATION

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

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

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

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

LEGAL PROCEEDINGS

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

FINANCIAL STATEMENTS

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

The financial statements of the Variable Account for the year ended December 31, 2020 are also included in the SAI.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

RENEWAL DATE: The last day of a Guarantee Period.

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

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

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

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

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

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

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

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

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

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

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

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

Withdrawal Charge Calculation:

Full Withdrawal:

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

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

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

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

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

Partial Withdrawal:

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

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

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

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

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

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

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

The MVA Factor is:

(	1 + I	)	N/12	-    1
	1 + J + b

These examples assume the following:

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

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

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

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

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

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

Example of a Positive MVA:

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

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

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

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

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

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APPENDIX C - PREVIOUSLY AVAILABLE OPTIONAL DEATH BENEFITS AND EXAMPLES

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

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

• the amount payable under the basic death benefit, or

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

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

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

• the day the death benefit amount under this death benefit equals twice the sum of your Adjusted Purchase Payments.

Example 1:

Assume a Purchase Payment of $60,000 is made on the Issue Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested in the Sub-Accounts. No withdrawals are made. The Owner dies in the eighth Account Year. The Account Value on the Death Benefit Date is $135,000, and the value of the Purchase Payments accumulated at 5% until the Death Benefit Date is $140,000. The calculation of the death benefit to be paid is as follows:

The Death Benefit Amount will be the greatest of:
Account Value	=	$	135,000
Cash Surrender Value	=	$	135,000
Total of Adjusted Purchase Payments	=	$	100,000
5% Premium Roll-Up Value*	=	$	140,000
The Death Benefit Amount would therefore	=	$	140,000

* The 5% Premium Roll-Up Value is capped at 2 times the Adjusted Purchase Payments. Therefore, the cap = 2 x $100,000 = $200,000.

Example 2:

Assume a Purchase Payment of $60,000 is made on the Issue Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested in the Sub-Accounts and that the Account Value is $150,000 just prior to a $30,000 withdrawal. The Owner dies in the eighth Account Year. The Account Value on the Death Benefit Date is $90,000. The calculation of the death benefit to be paid is as follows:

The Death Benefit Amount will be the greatest of:
Account Value	=	$	90,000
Cash Surrender Value*	=	$	89,950
Total of Adjusted Purchase Payments**	=	$	80,000
5% Premium Roll-Up Value***	=	$	112,000
The Death Benefit Amount would therefore	=	$	112,000

* Cash Surrender Value is the amount we would pay you if you surrendered your entire Account Value. For a description of how Cash Surrender Value is calculated, see “Full Withdrawals” under the subheading “Cash Withdrawals.”

** Adjusted Purchase Payments can be calculated as follows: Purchase Payments x (Account Value after withdrawal ÷ Account Value before withdrawal) = $100,000 x ($120,000 ÷ $150,000) = $80,000.

*** The 5% Premium Roll-Up Value is capped at 2 times the Adjusted Purchase Payments. Therefore, the cap = 2 x $80,000 = $160,000.

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EARNINGS ENHANCEMENT BENEFIT PREMIER (“EEB PREMIER”) DEATH BENEFIT

If you elected EEB Premier, your death benefit will be the amount payable under the basic death benefit, PLUS the “EEB Premier amount.” Calculated as of the Death Benefit Date, the “EEB Premier amount” is determined as follows:

• If you are 69 or younger on your Open Date, the “EEB Premier amount” will be 45% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap. The cap is 100% of (a) the Adjusted Purchase Payments made prior to your death minus (b) any Purchase Payments made within the twelve months prior to your death but not within your first Account Year.

• If you are between the ages of 70 and 79 on your Open Date, the “EEB Premier amount” will be 25% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap. The cap is 40% of (a) the Adjusted Purchase Payments made prior to your death minus (b) any Purchase Payments made in the twelve months prior to your death but not within your first Account Year. In addition, on the Account Anniversary following your 85th birthday, the “EEB Premier amount” will be locked in. Partial withdrawals, whether before or after your 85th birthday, will proportionally reduce the “EEB Premier amount.”

Example 1:

Assume a Purchase Payment of $60,000 is made on the Issue Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested into the Sub-Accounts, no withdrawals are made and the Account Value on the Death Benefit Date is $135,000. In addition, this Contract was issued prior to the owner’s 70th birthday. Assume death occurs in Account Year 7. The calculation of the Death Benefit to be paid is as follows:

The Death Benefit Amount will be the greatest of:
Account Value	=	$	135,000
Cash Surrender Value*	=	$	135,000
Total of Adjusted Purchase Payments	=	$	100,000
The Death Benefit Amount would therefore	=	$	135,000

- PLUS -

The EEB amount, calculated as follows:
Account Value minus Adjusted Purchase Payments	=	$	35,000
45% of the above amount	=	$	15,750
Cap of 100% of Adjusted Purchase Payments	=	$	100,000
The lesser of the above two amounts = the EEB Premier amount	=	$	15,750

The total Death Benefit would be the amount paid on the basic death benefit plus the EEB Premier amount = $135,000 + $15,750 = $150,750.

Example 2:

Assume a Purchase Payment of $60,000 is made on the Issue Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested into the Sub-Accounts and that the Account Value is $135,000 just prior to a $20,000 withdrawal. The Account Value on the Death Benefit Date is $115,000. In addition, this Contract was issued prior to the owner’s 70th birthday and death occurs in year 7.

The Death Benefit Amount will be the greatest of:
Account Value	=	$	115,000
Cash Surrender Value*	=	$	115,000
Total of Adjusted Purchase Payments**	=	$	85,185
The Death Benefit Amount would therefore	=	$	115,000

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- PLUS -

The EEB amount, calculated as follows:
Account Value minus Adjusted Purchase Payments	=	$	29,815
45% of the above amount	=	$	13,417
Cap of 100% of Adjusted Purchase Payments	=	$	85,185
The lesser of the above two amounts = the EEB Premier amount	=	$	13,417

The total Death Benefit would be the amount paid on the basic death benefit plus the EEB Premier amount = $115,000 + $13,417 = $128,417.

* Cash Surrender Value is the amount we would pay you if you surrendered your entire Account Value. For a description of how Cash Surrender Value is calculated, see “Full Withdrawals” under the subheading “Cash Withdrawals.”

** Adjusted Purchase Payments can be calculated as follows: Payments x (Account Value after withdrawal ÷ Account Value before withdrawal) = $100,000 x ($115,000 ÷ $135,000) = $85,185.

EARNINGS ENHANCEMENT BENEFIT PREMIER PLUS (“EEB PREMIER PLUS”) DEATH BENEFIT

If you elected EEB Premier Plus, your death benefit will be the amount payable under the basic death benefit, PLUS the “EEB Premier Plus amount.” Calculated as of the Death Benefit Date, the “EEB Premier Plus amount” is determined as follows:

• If you are 69 or younger on your Open Date, the “EEB Premier Plus amount” will be 75% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap. The cap is 150% of (a) the Adjusted Purchase Payments made prior to your death minus (b) any Purchase Payments made within the 12 months prior to your death but not within your first Account Year.

• If you are between the ages of 70 and 79 on your Open Date, the “EEB Premier Plus amount” will be 35% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap. The cap is 60% of (a) the Adjusted Purchase Payments made prior to your death minus (b) any Purchase Payments made in the twelve months prior to your death but not within your first Account Year. In addition, on the Account Anniversary following your 85th birthday, the “EEB Premier Plus amount” will be locked in. Partial withdrawals, whether before or after your 85th birthday, will proportionally reduce the “EEB Premier Plus amount.”

Example:

Assume a Purchase Payment of $60,000 is made on the Issue Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested into the Sub-Accounts, no withdrawals are made and the Account Value on the Death Benefit Date is $135,000. In addition, this Contract was issued prior to the owner’s 70th birthday. Assume death occurs in Account Year 7. The calculation of the Death Benefit to be paid is as follows:

The Death Benefit Amount will be the greatest of:
Account Value	=	$	135,000
Cash Surrender Value*	=	$	135,000
Total of Adjusted Purchase Payments	=	$	100,000
The Death Benefit Amount would therefore	=	$	135,000

- PLUS -

The EEB Premier Plus amount, calculated as follows:
Account Value minus Adjusted Purchase Payments	=	$	35,000
75% of the above amount	=	$	26,250
Cap of 150% of Adjusted Purchase Payments	=	$	150,000
The lesser of the above two amounts = the EEB Premier Plus amount	=	$	26,250

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The total Death Benefit would be the amount paid on the basic death benefit plus the EEB Premier Plus amount = $135,000 + $26,250 = $161,250.

* Cash Surrender Value is the amount we would pay you if you surrendered your entire Account Value. For a description of how Cash Surrender Value is calculated, see “Full Withdrawals” under the subheading “Cash Withdrawals.”

EARNINGS ENHANCEMENT BENEFIT PREMIER WITH MAV (“EEB PREMIER WITH MAV”) DEATH BENEFIT

If you elected EEB Premier with MAV, your death benefit will be the amount payable under the MAV death benefit PLUS the “EEB Premier amount.” Calculated as of your Death Benefit Date, the “EEB Premier amount” is as follows:

• If you are 69 or younger on your Open Date, the “EEB Premier amount” will be 45% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap. The cap is 100% of (a) the Adjusted Purchase Payments made prior to your death minus (b) any Purchase Payments made in the twelve months prior to your death but not within your first Account Year.

• If you are between the ages of 70 and 79 on your Open Date, the “EEB Premier amount” will be 25% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap. The cap is 40% of (a) the Adjusted Purchase Payments made prior to your death minus (b) any Purchase Payments made in the twelve months prior to your death but not within your first Account Year. In addition, on the Account Anniversary following your 85th birthday, the “EEB Premier amount” will be locked in. Partial withdrawals, whether before or after your 85th birthday, will proportionally reduce the “EEB Premier amount.”

Example:

Assume a Purchase Payment of $60,000 is made on the Issue Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested into the Sub-Accounts, no withdrawals are made and the Account Value on the Death Benefit Date is $135,000. The Maximum Anniversary Value on the Death Benefit Date is $140,000. Assume death occurs in Account Year 7. In addition, this Contract was issued prior to the owner’s 70th birthday. The calculation of the Death Benefit to be paid is as follows:

The Death Benefit Amount will be the greatest of:
Account Value	=	$	135,000
Cash Surrender Value*	=	$	135,000
Total of Adjusted Purchase Payments	=	$	100,000
Maximum Anniversary Value	=	$	140,000
The Death Benefit Amount would therefore	=	$	140,000

- PLUS -

The EEB Premier amount, calculated as follows:
Account Value minus Adjusted Purchase Payments	=	$	35,000
45% of the above amount	=	$	15,750
Cap of 100% of Adjusted Purchase Payments	=	$	100,000
The lesser of the above two amounts = the EEB Premier amount	=	$	15,750

The total Death Benefit would be the amount paid on the MAV death benefit plus the EEB Premier amount = $140,000 + $15,750 = $155,750.

* Cash Surrender Value is the amount we would pay you if you surrendered your entire Account Value. For a description of how Cash Surrender Value is calculated, see “Full Withdrawals” under the subheading “Cash Withdrawals.”

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EARNINGS ENHANCEMENT BENEFIT PREMIER WITH 5% ROLL-UP (“EEB PREMIER WITH 5% ROLL-UP”) DEATH BENEFIT

If you elected EEB Premier with 5% Roll-Up, your death benefit will be the amount payable under the 5% Roll-Up death benefit PLUS the “EEB Premier amount.” Calculated as of your Death Benefit Date, the “EEB Premier amount” is determined as follows:

• If you are 69 or younger on your Open Date, the “EEB Premier amount” will be 45% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap. The cap is 100% of (a) the Adjusted Purchase Payments made prior to your death minus (b) any Purchase Payments made in the twelve months prior to your death but not within your first Account Year.

• If you are between the ages of 70 and 79 on your Open Date, the “EEB Premier amount” will be 25% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap. The cap is 40% of (a) the Adjusted Purchase Payments made prior to your death minus (b) any Purchase Payments made in the twelve months prior to your death but not within your first Account Year. In addition, on the Account Anniversary following your 85th birthday, the “EEB Premier amount” will be locked in. Partial withdrawals, whether before or after your 85th birthday, will proportionally reduce the “EEB Premier amount.”

Example:

Assume a Purchase Payment of $60,000 is made on the Issue Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested into the Sub-Accounts, no withdrawals are made and the Account Value on the Death Benefit Date is $135,000. The value of the Purchase Payments accumulated at 5% until the Death Benefit Date is $140,000. In addition, this Contract was issued prior to the owner’s 70th birthday. Assume death occurs in Account Year 7. The calculation of the Death Benefit to be paid is as follows:

The Death Benefit Amount will be the greatest of:
Account Value	=	$	135,000
Cash Surrender Value*	=	$	135,000
Total of Adjusted Purchase Payments	=	$	100,000
5% Premium Roll-up Value	=	$	140,000
The Death Benefit Amount would therefore	=	$	140,000

- PLUS -

The EEB Premier amount, calculated as follows:
Account Value minus Adjusted Purchase Payments	=	$	35,000
45% of the above amount	=	$	15,750
Cap of 100% of Adjusted Purchase Payments	=	$	100,000
The lesser of the above two amounts = the EEB Premier amount	=	$	15,750

The total Death Benefit would be the amount paid on the 5% Roll-Up death benefit plus the EEB Premier amount = $140,000 + $15,750 = $155,750.

* Cash Surrender Value is the amount we would pay you if you surrendered your entire Account Value. For a description of how Cash Surrender Value is calculated, see “Full Withdrawals” under the subheading “Cash Withdrawals.”

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APPENDIX D - PREVIOUSLY AVAILABLE INVESTMENT OPTIONS

The current available variable investment options are those listed on the cover page of the prospectus.

If you purchased your Contract before February 2, 2004, you may make subsequent Purchase Payments and transfers into the following investment options that were available for investment prior to that date:

International/Global Equity Fund

MFS^® Global Growth Portfolio, Service Class

Real Estate Equity Fund

MFS^® Global Real Estate Portfolio, Initial Class

Multi-Sector Bond Fund

MFS^® Income Portfolio, Service Class¹

¹  Formerly known as MFS^® Strategic Income Portfolio.

Massachusetts Financial Services Company advises the MFS^® Portfolios.

If you purchased your Contract before March 5, 2007, you may make subsequent Purchase Payments and transfers into the following investment options that were available for investment prior to that date:

Large-Cap Equity Funds

Columbia Variable Portfolio - Large Cap Growth Fund Class 1²

MFS^® Massachusetts Investors Growth Stock Portfolio, Service Class

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

CTIVP^SM - Loomis Sayles Growth Fund, Class 1²

International/Global Equity Fund

MFS^® Global Research Portfolio, Service Class

Small-Cap Equity Fund

Invesco V.I. Main Street Small Cap Fund^®, Series II³

²  Only available if you purchased your Contract through a Bank of America representative.

³  Formerly known as Invesco Oppenheimer V.I. Main Street Small Cap Fund^®.

Columbia Management Investment Advisers, LLC, advises the Columbia Variable Portfolios (CTIVP^SM - Loomis Sayles Growth Fund sub-advised by Loomis, Sayles & Company). Invesco Advisers, Inc. advises the Invesco V.I. Main Street Small Cap Fund^®. Massachusetts Financial Services Company advises the MFS^® Portfolios.

If you purchased your Contract from a Bank of America representative before April 22, 2007, you may make subsequent Purchase Payments and transfers into the following investment options that were available for investment prior to that date:

Mid-Cap Equity Fund

Wanger Select⁴

Small-Cap Equity Funds

Wanger USA⁴

Columbia Variable Portfolio - Small Cap Value Fund, Class 2

⁴  These funds do not have different share classes.

Columbia Management Investment Advisers, LLC, advises the Columbia Variable Portfolio - Small Cap Value Fund. Columbia Wanger Asset Management, LLC advises Wanger USA and Wanger Select.

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If you purchased your Contract before March 10, 2008, you may make subsequent Purchase Payments and transfers into the following investment options that were available for investment prior to that date:

Large-Cap Equity Fund

MFS^® Value Series, Initial Class

International/Global Equity Fund

Templeton Foreign VIP Fund, Class 2

Emerging Markets Equity Fund

Templeton Developing Markets VIP Fund, Class 2

Mid-Cap Equity Fund

MFS^® Mid Cap Value Portfolio, Initial Class

Short-Term Bond Fund

MFS^® Limited Maturity Portfolio, Initial Class

Massachusetts Financial Services Company, advises the MFS^® Portfolios and the MFS^® Series. Templeton Asset Management Ltd. advises the Templeton Developing Markets VIP Fund (sub-advised by Franklin Templeton Investment Management Limited). Templeton Investment Counsel, LLC advises the Templeton Foreign VIP Fund.

If you purchased your Contract before October 20, 2008, you may make subsequent Purchase Payments and transfers into the following investment options that were available for investment prior to that date:

Large-Cap Equity Fund

Invesco V.I. Main Street Fund^®, Series II³

International/Global Equity Fund

AB International Value Portfolio, Class B²

Target Date Fund

Fidelity^® Freedom 2010 Portfolio, Service Class 2 (of Variable Insurance Products Fund IV)¹

Intermediate-Term Bond Fund

PIMCO Total Return Portfolio, Administrative Class

Inflation-Protected Bond Fund

PIMCO Real Return Portfolio, Administrative Class

¹  This is a Fund of Funds option and expenses of the Fund include the Fund level expenses of the underlying Funds as well. The Fund may be more expensive than Funds that do not invest in other Funds.

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

³  Formerly known as Invesco Oppenheimer V.I. Main Street Fund^®.

AllianceBernstein L.P. advises the AB International Value Portfolio. FMR Co., Inc. advises the Fidelity^® Freedom 2010 Portfolio (of Variable Insurance Products Fund IV). Invesco Advisers, Inc. advises the Invesco V.I. Main Street Fund^®. Pacific Investment Management Company LLC advises the PIMCO Portfolios.

If you purchased your Contract before February 17, 2009, you may make subsequent Purchase Payments and transfers into the following investment option that was available for investment prior to that date:

Asset Allocation Fund

Franklin Allocation VIP Fund, Class 2⁴

⁴  This is a Fund of Funds option and expenses of the Fund include the Fund level expenses of the underlying Funds as well. The Fund may be more expensive than Funds that do not invest in other Funds. Not available for investment if you purchased your Contract through a Bank of America representative between April 25, 2005 and April 20, 2007.

Franklin Templeton Services, LLC administers the Franklin Allocation VIP Fund (with the following advising the underlying portfolios of the fund: Franklin Advisers, Inc. advising the Franklin Income VIP Fund, Franklin Mutual Advisers, LLC advising the Franklin Mutual Shares VIP Fund and Templeton Global Advisers Limited advising the Templeton Growth VIP Fund).

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If you purchased your Contract before August 17, 2009, you may make subsequent Purchase Payments and transfers into the following investment option that was available for investment prior to that date:

Asset Allocation Fund

Invesco V.I. Conservative Balanced Fund, Series II⁵

⁵  Formerly known as Invesco Oppenheimer V.I. Conservative Balanced Fund.

Invesco Advisers, Inc. advises the Invesco V.I. Conservative Balanced Fund.

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APPENDIX E - SECURED RETURNS FOR LIFE

The following information applies to your Contract if you elected to participate in Secured Returns for Life (“Secured Returns for Life,” “Benefit,” or “the rider”) and did not replace it with Secured Returns for Life Plus, which was available for such replacements for a limited period of time beginning in April 2006. Secured Returns for Life is no longer available for sale on new Contracts. Since we are no longer offering Secured Returns for Life to new Owners, renewals are no longer available.

Secured Returns for Life guarantees a return of your initial Purchase Payment (adjusted for subsequent Purchase Payments and withdrawals) during the accumulation period, regardless of the investment performance of the Designated Funds, provided that you comply with certain requirements. The amount guaranteed can be greater than or less than your Account Value. The guaranteed amount can be paid out under a Guaranteed Minimum Accumulation Benefit (“AB”) Plan, which provides for a return of your guaranteed amount on the AB Plan Maturity Date, or a Guaranteed Minimum Withdrawal Benefit (“WB”) Plan, which provides for a return of your guaranteed amount through periodic withdrawals or, if you meet certain conditions, payments for life. Upon annuitization, Secured Returns for Life and any elected optional death benefit automatically terminate. (You should note that the benefit does not, in all cases, guarantee payments “for Life.” Certain actions you take may reduce, and even terminate, your benefit, including reducing your Account Value to zero and thereby terminating your Contract without value.)

We use the following definitions to describe how Secured Returns for Life works:

AB Plan Maturity Date: The date when the AB Plan matures which is on the 10th Account Anniversary, or if you elect to “step-up” your guaranteed values under the rider, 10 years from the date of the most recent step-up.

Guaranteed Living Benefit Amount (the “GLB amount”): The minimum amount guaranteed under the Contract while you are participating in the AB Plan. The GLB amount is initially equal to your initial Purchase Payment, which is adjusted for any subsequent Purchase Payments, step-ups, and partial withdrawals. The GLB amount is also used to set the GLB Base, Lifetime Income Base, and RGLB amount on the date you elect the WB Plan.

Guaranteed Living Benefit Base (the “GLB Base”): A value equal to the RGLB amount on the date you elect to participate in the WB Plan. The GLB Base is adjusted later for any subsequent Purchase Payments, step-ups, and partial withdrawals. The GLB Base is used to establish the Maximum WB Amount.

Lifetime Income Base: A value equal to the RGLB amount on the later of the date you elect to participate in the WB Plan if you are age 60 or older and the first Account Anniversary after your 59th birthday. The Lifetime Income Base is adjusted later for any subsequent Purchase Payments, step-ups, and partial withdrawals. The Lifetime Income Base is used to establish the Maximum WB for Life Amount.

Maximum WB Amount: The maximum guaranteed amount available for annual withdrawal until your RGLB amount has been reduced to zero. The annual Maximum WB Amount is equal to 5% of the GLB Base.

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Maximum WB For Life Amount: The maximum guaranteed amount available for annual withdrawal during your lifetime. The Maximum WB for Life Amount is equal to 4% or 5% of the current Lifetime Income Base depending upon the age of the Participant on the date of the first withdrawal under the WB Plan or most recent Step-Up Date. If your Contract is co-owned, the age of the oldest co-owner will be used to determine the Maximum WB for Life Amount. (You should be aware that the Maximum WB for Life Amount is not a guaranteed amount. Certain actions you take could reduce the value of your Maximum WB for Life Amount to zero.)

Remaining Guaranteed Living Benefit (the “RGLB amount”): If you elect the WB Plan, the minimum amount guaranteed under the Plan. The RGLB amount equals the GLB amount on the date you choose to participate in the WB Plan. This amount will be adjusted for subsequent Purchase Payments, step-ups, and partial withdrawals.

To participate in Secured Returns for Life, all of your Account Value must be invested in a Designated Fund at all times during the term of the GMAB Maturity Date. See “DESIGNATED FUNDS” in the prospectus to which this Appendix is attached.

When you elected to participate in Secured Returns for Life, you were automatically enrolled in the AB Plan. At any time, you may elect instead, to receive your benefit under the WB Plan, provided that you make the election prior to the earliest of the Contract’s Maximum Annuity Commencement Date, the date you annuitize, and the date your AB Plan matures. Once you elect to participate in the WB Plan, you may not change your election to the AB Plan. If you do not specifically elect the WB Plan, you will be deemed to have elected to remain in the AB Plan.

Guaranteed Minimum Accumulation Benefit (“AB”) Plan

Under its terms, the AB Plan matures on the AB Plan Maturity Date. On that date, we will credit your Account Value with any excess of your GLB amount over your Account Value after adjusting for any Contract charges or credits. Any such amount will be allocated to the Designated Fund in which you are invested at that time.

Your GLB amount is equal to the sum of 100% of your initial Purchase Payment plus a specified percentage of any subsequent Purchase Payments, adjusted in amount for step-ups (described in this Appendix under “Step -Up”) and partial withdrawals. If you make one or more subsequent Purchase Payments during the 10-year period, the period will not restart. Rather, the percentage of guaranteed return for each subsequent Purchase Payment after the second Account Anniversary will be reduced depending upon the Account Year in which it was made, as follows:

Account Year in which Purchase Payment was made	Percentage added to the GLB amount
1 - 2	100%
3 - 5	85%
6 - 8	70%
9 - 10	60%

Note that the timing and amount of subsequent Purchase Payments and withdrawals may significantly decrease, and even terminate, the total Secured Returns for Life Benefit, including reducing your Account Value to zero and thereby terminating your Contract without value.

If your Account Value is greater than your GLB amount on the AB Plan Maturity Date, we will credit your Account Value with an amount equal to the charges you paid for Secured Returns for Life. For examples of how we calculate benefits under the AB Plan, see Examples 1 through 3 in this Appendix.

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If you die while participating in the AB Plan, all benefits and charges under Secured Returns for Life will automatically terminate when we receive Due Proof of Death, unless your surviving spouse is the sole Beneficiary and elects to continue the Contract. In that case, your surviving spouse has two options under the Contract.

• Your spouse can automatically continue in the AB Plan even though the Account Value may have been enhanced under the provisions of the death benefit. (See “Spousal Continuance” under “DEATH BENEFIT” in the Prospectus to which this Appendix is attached.) The charges under Secured Returns for Life will be assessed against the enhanced Account Value. The GLB amount, however, will not be reset.

• Your surviving spouse can elect to switch to the WB Plan; however, such election must be made prior to the earliest of annuitization, the Maximum Annuity Commencement Date, and the scheduled AB Plan Maturity Date. The same WB Plan benefits will apply, except the surviving spouse will not be entitled to receive lifetime withdrawal benefits under the original optional living benefit rider.

If the Contract is not continued by your surviving spouse following your death while participating in the AB Plan, your Beneficiary may elect any available option under the Death Benefit provisions of the Contract.

Guaranteed Minimum Withdrawal Benefit (“WB”) Plan

Under the terms of the WB Plan, you are guaranteed a return of your RGLB amount, even if your Account Value becomes zero. Each Account Year, during which the WB Plan is in effect, you can withdraw up to your Maximum WB Amount until your RGLB amount has been depleted. Once the RGLB amount is reduced to zero, your GLB Base is permanently set to zero as well. However, if you exceed your Maximum WB Amount in any one Account Year, your RGLB and future guaranteed withdrawals will be reduced in the manner described under “Withdrawals Under Secured Returns for Life.”

The WB Plan also guarantees that, if you have chosen the WB Plan and if you are age 60 or older, you can withdraw up to your Maximum WB for Life Amount every Account Year that you are alive, even if your Account Value has been depleted. If you are younger than age 60, you may withdraw up to your Maximum WB for Life Amount every Account Year after your first Account Anniversary following your 59th birthday. If you exceed your Maximum WB for Life Amount in any one Account Year, the amount of your subsequent guaranteed lifetime withdrawals will be reduced in the manner discussed under “Withdrawals Under Secured Returns for Life.”

Your Maximum WB Amount is a set dollar amount equal to 5% of your GLB Base. On the day you elect to participate in the WB Plan, we set your RGLB amount to equal your GLB amount as described under Guaranteed Minimum Accumulation Benefit (“AB”) Plan. Your GLB Base also is set equal to the RGLB amount on the date you elect to participate in the WB Plan. This value is used to determine your Maximum WB Amount as discussed further below.

To calculate your Maximum WB for Life Amount, we must first determine your Lifetime Income Base. The Lifetime Income Base is an amount equal to the RGLB amount on:

• the date you elected to participate in the WB Plan if you are age 60 or older on that date, or

• your first Account Anniversary after your 59th birthday, if you are 59 or younger on the date you elect to participate in the WB Plan.

The Maximum WB for Life Amount will then be calculated, based upon your age on the date of the first withdrawal under the WB Plan, as follows:

Your Age on Date of First Withdrawal under WB Plan	Maximum WB for Life Amount
65 or older	5% of the Lifetime Income Base
64 or younger	4% of the Lifetime Income Base

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You are not required to make any withdrawals after you have elected the WB Plan; however, each time you make a withdrawal, we determine whether the withdrawal has exceeded the Maximum WB Amount, the Maximum WB for Life Amount, or both. If you have exceeded the Maximum WB Amount or the Maximum WB for Life Amount, we determine the new maximum amount(s) for future withdrawals. In any one Account Year, withdrawals in excess of your Maximum WB Amount or your Maximum WB for Life Amount may reduce or eliminate your future guaranteed withdrawals, possibly reducing the guaranteed minimum withdrawal benefit to an amount less than the sum of your Purchase Payments. (See “Withdrawals Under Secured Returns for Life.”)

Provided your RGLB amount and Account Value have not been reduced to zero, any Purchase Payment made after you have elected the WB Plan, and before your fourth Account Anniversary, will increase your RGLB amount, your GLB Base, and your Lifetime Income Base each by 100% of such Purchase Payment. Therefore, your Maximum WB Amount will equal 5% of your new GLB Base. Your Maximum WB for Life Amount will equal 4% or 5% of your new Lifetime Income Base, depending upon your age on the date of your first withdrawals under the WB Plan as shown in the above chart or your most recent “Step-Up Date,” described in this Appendix under “Step-Up.”

Under the WB Plan, after your fourth Account Anniversary, you may not make any additional Purchase Payments unless your benefit under the rider has been cancelled, terminated, or revoked. For examples of how we calculate benefits under the WB Plan, see Examples 4, 5, and 6 in this Appendix.

If you die while participating in the WB Plan, your Beneficiary may elect to exercise any of the available options under the Death Benefit provisions of the Contract or, alternatively, to receive the Maximum WB Amount on an annual basis until the RGLB amount has been reduced to zero (if the Contract is a Qualified Contract, and the Beneficiary is not your surviving spouse, or otherwise exempted under Federal Tax Laws, the RGLB amount must be fully distributed by December 31st of the tenth year after your death.) If your surviving spouse is the sole Beneficiary and elects to continue the Contract, your surviving spouse can automatically continue to participate in the WB Plan, but lifetime withdrawal benefits will not be available to your spouse. All other benefits under the WB Plan will continue, for your surviving spouse, even though the Account Value may have been enhanced under the provisions of the death benefit. (See “Spousal Continuance” under “DEATH BENEFIT” in the Prospectus to which this Appendix is attached.) The charges under Secured Returns for Life will be assessed against the enhanced Account Value. The RGLB amount, however, will not be reset.

Cost of Secured Returns for Life

Unlike other Contract charges, the charge for Secured Returns for Life will not be calculated as a percentage of average daily net assets as described under “Variable Accumulation Unit Value.” Instead, the charge for the Benefit will be made as a specific deduction from the Account Value, taken on the last valuation day of the Account Quarter. The charge per year for Secured Returns for Life is currently equal to 0.50% of your Account Value. The quarterly charge will be determined by multiplying the Account Value at the end of the Account Quarter by 0.00125. (See Example 7 in this Appendix.) The specific amount of the quarterly charge will be reflected on your quarterly account statement.

We will continue to deduct this charge until:

• you annuitize; or

• under the provisions of Secured Returns for Life;

• your benefit matures;

• your benefit is revoked; or

• your RGLB amount and your Lifetime Income Base are both reduced to zero under the WB Plan.

Cancellation of the Benefit (caused by a transfer out of the Designated Fund, a Purchase Payment allocation to a non-Designated Fund, or an assignment) will not terminate the charge until the 7th Account Anniversary.

Withdrawals Under Secured Returns for Life

All withdrawals under Secured Returns for Life are subject to withdrawal charges if they are in excess of the annual free withdrawal amount. (See “Free Withdrawal Amount” under “Withdrawal Charge” in the Prospectus to which this

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Appendix is attached.) In addition, any withdrawals you take under Secured Returns for Life will reduce the value of your benefit under the rider. Such withdrawals affect your benefit differently depending upon whether you are participating in the AB Plan or the WB Plan. In either case, however, a withdrawal may reduce the value of the Benefit by an amount greater than the amount withdrawn.

Assume you are participating in the AB Plan. Any withdrawals you make will reduce the dollar value of your benefits under this rider proportionally to the amount withdrawn. For example, after a partial withdrawal, the new GLB amount will equal

old GLB amount	X	Account Value immediately after partial withdrawal
		Account Value immediately before partial withdrawal

Therefore, on your AB Maturity Date, instead of crediting your Account Value with the full amount of your benefit, we will reduce the amount we credit proportionally to the amount withdrawn.

Assume you are participating in the WB Plan and you want to receive the full amount of your guaranteed benefit over a period of years. To maximize your guaranteed benefit, you may withdraw no more than a specified amount each year. In other words, each year, you may withdraw no more than your Maximum WB Amount. Your guaranteed benefit amount (the RGLB amount) will be reduced dollar for dollar, but your Maximum WB Amount will remain unchanged. In other words, you will be able to take the same maximum amount each year until your guaranteed benefit amount is completely withdrawn.

If, however, in any one Account Year, you withdraw more than the current Maximum WB Amount, the dollar value of your guaranteed benefits will be reduced and the amount of each future annual guaranteed withdrawal will be less. Here is how we calculate the benefit reduction. Your new RGLB amount will be the lesser of:

• your previous RGLB amount, reduced dollar for dollar by the amount of the withdrawal, and

• your Account Value after the withdrawal.

Your new GLB Base will be the lesser of:

• your previous GLB Base reduced dollar for dollar by the amount of the excess withdrawal, and

• your Account Value after the withdrawal.

Your new Maximum WB Amount will be 5% of your new reduced GLB Base. Going forward, this will be the maximum amount that you can withdraw annually without further reducing your benefit.

The Maximum WB Amount is not cumulative. If you withdraw less than the Maximum WB Amount in any one Account Year, you cannot add that unused portion to withdrawals made in future years to increase the Maximum WB Amount.

Assume you are participating in the WB Plan and, instead, you want to receive a guaranteed annual amount for the rest of your life. To maximize your guaranteed benefit, you may withdraw no more than a specified amount each year. Under this scenario, you may withdraw no more than your Maximum WB for Life Amount. Your guaranteed benefit amount (the RGLB amount) will be reduced dollar for dollar, but your Maximum WB for Life Amount will remain unchanged. In other words, you will be able to take the same maximum amount each year as long as you are alive, subject to the other terms and conditions described herein.

If, however, in any one Account Year, you withdraw more than the current Maximum WB for Life Amount, the dollar value of your guaranteed benefits will be reduced and the amount of each future annual guaranteed withdrawal will be less. Here is how we calculate the benefit reduction. Your new Lifetime Income Base will be the lesser of:

• your previous Lifetime Income Base reduced dollar for dollar by the amount of the excess withdrawal, and

• the Account Value after the withdrawal.

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A new Maximum WB for Life Amount will be determined based upon your age on the date of the first withdrawal under the WB Plan (or your age on the most recent “Step-Up Date,” if later) as follows:

Your Age on the later of Date of  First Withdrawal under WB Plan or Most Recent Step-Up Date	New Maximum WB for Life Amount
65 or older	5% of the new Lifetime Income Base
64 or younger	4% of the new Lifetime Income Base

The Maximum WB for Life Amount is not cumulative. That is to say, the unused portion in any Account Year cannot be applied in future years to increase the Maximum WB for Life Amount.

In general when participating in the WB Plan, you should keep the following in mind:

• A withdrawal in excess of the Maximum WB Amount or the Maximum WB for Life Amount might reduce and even terminate your Secured Returns for Life Benefits, including reducing your Account Value to zero and thereby terminating your Contract without value.

• If your Account Value drops to zero and, in the same year, you withdraw more than your Maximum WB Amount or your Maximum WB for Life Amount, your benefits under Secured Returns for Life will terminate and your Contract will terminate without value.

• If your Account Value drops to zero but you did not, in the same year, withdraw more than your Maximum WB Amount or your Maximum WB for Life Amount, your benefits under Secured Returns for Life will continue. However, no subsequent Purchase Payment will be accepted, no death benefit or annuity benefits will be payable, and all benefits under your Contract, except the right to continue annual withdrawals under this rider, will terminate. You will have two choices:

(1) You could choose to receive the Maximum WB for Life Amount, if any, until an Owner dies. In that case, after the death of an Owner, your Beneficiary receives the Maximum WB Amount until the RGLB amount, if any, is reduced to zero (if the Contract is a Qualified Contract, and the Beneficiary is not your surviving spouse, or otherwise exempted under Federal Tax Laws, the RGLB amount must be fully distributed by December 31st of the tenth year after your death.)

(2) You (or your Beneficiary if an Owner has died) could choose to receive the Maximum WB Amount until the RGLB amount, if any, is reduced to zero (if the Contract is a Qualified Contract, and the Beneficiary is not your surviving spouse, or otherwise exempted under Federal Tax Laws, the RGLB amount must be fully distributed by December 31st of the tenth year after your death.)

If you do not make a choice, we will default you to option 1.

For examples showing how withdrawals affect your benefits under the WB Plan, see Examples 10, 11, and 12 in this Appendix.

Annuitization Under the WB Plan

Under the WB Plan, if your RGLB Amount and your Account Value are greater than zero on the Maximum Annuity Commencement Date, you may annuitize your Contract rather than receiving periodic payments under the WB plan. If no prior election to annuitize is on file with the Company, on the Maximum Annuity Commencement Date, you may elect to:

• annuitize your Contract;

• surrender your Contract;

• receive the Maximum WB Amount each year until the RGLB amount is reduced to zero; or

• receive the Maximum WB for Life Amount each year until an Owner dies and, thereafter, allow the beneficiary to receive the Maximum WB Amount until the RGLB amount, if any, is reduced to zero (if the Contract is a Qualified Contract, and the Beneficiary is not your surviving spouse, or otherwise exempted under Federal Tax Laws, the RGLB amount must be fully distributed by December 31st of the tenth year after your death.)

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Regardless of whether you elect to annuitize, surrender or receive payments under the WB plan, all other Contract benefits, including the Death Benefit, will terminate on the Annuity Commencement Date. If you fail to make an election, we will automatically annuitize your Contract and provide a life annuity with 120 monthly payments certain.

Cancellation and Revocation of Secured Returns for Life

Transfers among the Designated Funds are permitted as described under “Transfer Privilege” in the prospectus to which this Appendix is attached. If, however, you transfer some or all of your Account Value out of the Designated Fund, Secured Returns for Life will be automatically cancelled. Likewise, if you allocate one or more subsequent Purchase Payments to an investment option other than one of the Designated Funds, Secured Returns for Life will be cancelled. An assignment of ownership of the Contract will also cancel Secured Returns for Life.

Once Secured Returns for Life has been cancelled, it cannot be reinstated. After cancellation, you will continue to pay the annual charge for Secured Returns for Life until your 7th Account Anniversary.

Any time after your 7th Account Anniversary, you may revoke Secured Returns for Life. Once revoked, Secured Returns for Life may not be reinstated. After Secured Returns for Life has been revoked, all benefits and charges will end.

Step-Up

On or after your third Account Anniversary, you may elect to increase your guaranteed amount to your then current Account Value (“step-up”). Currently, this step-up election may be made on any day after your third Account Anniversary. (We reserve the right to require step-up elections to occur only within 30 days following the third or any subsequent Account Anniversary.)

If you are participating in the AB Plan, on the day we receive your step-up election notice in Good Order (the “Step-Up Date”), we will increase your GLB amount to an amount equal to your Account Value on the Step-Up Date. If you elect to step-up, at least 3 full years from the Step-Up Date must pass before you can elect another step-up. You can only elect to step-up if:

• your current Account Value is greater than the current GLB amount, and

• your Account Value is $5,000,000 or less on your Step-Up Date.

If you are participating in the WB Plan on the Step-Up Date, we will step up your GLB Base, your RGLB amount, and your Lifetime Income Base to an amount equal to your Account Value on that date. If you elect to step-up, at least 3 full years from the Step-Up Date must pass before you can elect another step-up. You can only elect to step-up if:

• your current Account Value is greater than the current GLB Base and the current Lifetime Income Base, and

• your Account Value is $5,000,000 or less on your Step-Up Date.

For purposes of determining the above $5,000,000 limits, we reserve the right to aggregate your Account Value with the account values of all other Delaware Life variable annuity contracts you own.

If you are in the AB Plan, your Step-Up Date must be at least 10 years prior to your Maximum Annuity Commencement Date. If you have selected an Annuity Commencement Date that is prior to the Maximum Annuity Commencement Date but is less than 10 years after your Step-Up Date, we will automatically extend your Annuity Commencement Date to equal your AB Plan Maturity Date.

Without a step-up, your benefit under the AB Plan will “mature” on the 10th Account Anniversary (the date we credit your Account with any excess of your GLB amount over your Account Value or refund your Secured Returns for Life charge, i.e. the “AB Plan Maturity Date”). If you elect to step-up your GLB amount, the term of your benefit under the AB Plan will change. After you make a step-up election, your benefit under the AB Plan will mature 10 years from the Step-Up Date, unless you elect the WB Plan any time before the AB Plan matures. (See Examples 13, 14, and 15 in this Appendix.)

Following your step-up election, the rider fee will be changed to an amount that may be higher than your current fee as set forth above. The rider fee after the step-up will be set by us, based upon current market conditions, at the time of

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the step-up. Significant changes in stock market prices, interest rate fluctuations, and competitive industry trends are among the market conditions we consider in whether to change the fee.

If you have been receiving benefits under the WB Plan, a step-up will change your Maximum WB Amount and your Maximum WB for Life Amount. Your Step-Up Date must be a date prior to your Maximum Annuity Commencement Date. After the step-up, your Maximum WB Amount will be 5% of the new GLB Base, and your Maximum WB for Life Amount will be 4% or 5% of your new Lifetime Income Base depending upon your age. If you are 65 or older on the Step-Up Date and your Maximum WB for Life Amount has been equal to 4% of your GLB Base, your Maximum WB for Life Amount will be increased to 5% of your GLB Base. Note that, if you step-up in a particular Account Year, any withdrawals previously made in that Account Year are applied against your new Maximum WB Amount and your new Maximum WB for Life Amount. (See Example 14 in this Appendix.)

If your benefit is under the AB Plan, at the time of step-up, you can still change to the WB Plan at a later date, subject to the applicable age restrictions described under “Guaranteed Minimum Withdrawal Benefit (“WB”) Plan.” (See Examples 14 and 15 in this Appendix.)

Subsequent Purchase Payments After a Step-Up

Under the WB Plan, subsequent Purchase Payments after a step-up will increase, on a dollar for dollar basis, the RGLB amount, the GLB Base, and the Lifetime Income Base. After your fourth Account Anniversary, if you are participating in the WB Plan, subsequent Purchase Payments are not allowed.

Under the AB Plan, after your step-up election, any subsequent Purchase Payment will increase the GLB amount under your AB Plan by a specified percentage of the subsequent Purchase Payment. The percentage guaranteed depends upon the “Step-Up Year” in which the Payment was made. (A “Step-Up Year” is the 365-day period (366, if a leap year) commencing on your Step-Up Date.) The example below illustrates how we determine the percentage guaranteed after a subsequent Purchase Payment:

Assume you purchased a Contract on July 1, 2005, and elected to step-up your Contract on October 1, 2010. Under the AB Plan that you have elected, your benefit matures on October 1, 2020. For any subsequent Purchase Payments you make, your GLB amount would increase by the following percentages of such Purchase Payments:

Step-Up Year	Payments Made Between	Percentage Added to the GLB amount
1	10/02/10 - 10/01/11	100%
2	10/02/11 - 10/01/12	100%
3	10/02/12 - 10/01/13	85%
4	10/02/13 - 10/01/14	85%
5	10/02/14 - 10/01/15	85%
6	10/02/15 - 10/01/16	70%
7	10/02/16 - 10/01/17	70%
8	10/02/17 - 10/01/18	70%
9	10/02/18 - 10/01/19	60%
10	10/02/19 - 10/01/20	60%

Thus, only 70% of a subsequent Purchase Payment made on October 2, 2015, would be guaranteed whereas 85% of a subsequent Purchase Payment made on October 1, 2015, would be guaranteed. It may be disadvantageous for you to make any such Purchase Payments that increase the GLB amount by less than 100% of the payment.

Refund of Secured Returns for Life Charges Under the AB Plan

If your Contract remains in the AB Plan until the AB Plan Maturity Date, and the Account Value is greater than or equal to the GLB amount, then we will refund the charges you have paid for Secured Returns for Life (“Refund Amount”) by crediting the Refund Amount to your Account Value. The Refund Amount will be allocated to the

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Designated Fund in which you are invested on such AB Plan Maturity Date. No refund of the Secured Returns for Life rider charges will be made if you change from the AB Plan to the WB Plan.

Certain Tax Provisions

Certain state and federal income tax provisions may be important to you in connection with a living benefit, such as Secured Returns for Life. When you elect to participate in the WB Plan, we will inform you that you may withdraw annual amounts up to your Yearly RMD Amount without reducing your guaranteed withdrawal benefit. To assist you in complying with the RMD requirements, each year, we will notify you in early January of your calculated Yearly RMD Amount and inform you that you may withdraw annual amounts up to your Yearly RMD Amount without reducing your guaranteed withdrawal benefit.

In the event that your Yearly RMD Amount attributable to your Contract is greater than the maximum withdrawal amount permitted each year under the WB Plan, we are currently waiving withdrawal provisions under Secured Returns for Life as follows. If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in the WB Plan, we reduce your Account Value and your RGLB amount, dollar for dollar, by the amount of the withdrawal. We will not, however, penalize you if the current Federal Tax Laws require you to withdraw from your Contract an amount greater than either your Maximum WB Amount, or your Maximum WB for Life Amount. In other words, we will not reduce your GLB Base or Lifetime Income Base if a Yearly RMD Amount exceeds either your Maximum WB Amount or your Maximum WB for Life Amount, provided that:

• you withdraw your Qualified Contract’s first Yearly RMD Amount in the calendar year you attain age 72 rather than postponing the withdrawal of that Amount until the first quarter of the next calendar year, and

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

If there is any change to the current Code or IRS rules governing the timing or determination of RMD amounts (including, but not limited to, amendments to the current IRS regulations or the issuance of IRS guidance), then we reserve the right to reduce the GLB Base, Lifetime Income Base, or all of these amounts, per the terms of the rider regarding excess withdrawals, when a Yearly RMD Amount withdrawn from your Contract exceeds either your Maximum WB Amount or your Maximum WB for Life Amount. Notice will be given to Contract Owners before we exercise this right.

If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in the AB Plan, we reduce your Account Value by the amount of the withdrawal and your GLB amount proportionally (see “Withdrawals Under Secured Returns for Life”).

For a further discussion of some of these provisions, please refer to “Impact of Optional Death Benefits and Optional Living Benefits” under “TAX PROVISIONS” in the prospectus to which this Appendix is attached.

ALL OF THE FOLLOWING EXAMPLES ARE BASED UPON THE ASSUMPTION THAT YOU PURCHASED A CONTRACT ON JANUARY 1, 2006 WITH AN INITIAL PURCHASE PAYMENT OF $100,000 AND YOU ELECTED SECURED RETURNS FOR LIFE. YOUR INITIAL GLB AMOUNT EQUALS YOUR PURCHASE PAYMENT AMOUNT OF $100,000.

EXAMPLE 1: Calculation of Benefits under AB Plan.

• Assume that you did not elect the WB plan at any time and that your Designated Fund had low investment performance.

• Assume that on January 1, 2016, your Account Value is $85,000. Assume that your total rider charges to date are $4,625.

• Because your Account Value is less than your GLB amount by $15,000 [$100,000 - $85,000], an amount equal to $15,000 will be deposited into your Contract.

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EXAMPLE 2: Calculation of Benefits under AB Plan with Subsequent Purchase Payments.

• Assume that you did not elect the WB Plan at any time and that your Designated Fund had low investment performance.

• On June 1, 2010, you make an additional $80,000 Purchase Payment.

• Because the subsequent Purchase Payment was made in the fifth Account Year, we guarantee the return of 85% of that Purchase Payment, or $68,000. On June 1, 2010, your GLB amount is $168,000 [$100,000 + ($80,000 x 85%)].

• Assume that on January 1, 2016, your Account Value is $150,000. Assume that your total rider charges to date are $6,725.

• Because your Account Value is less than your GLB amount by $18,000 [$168,000 - $150,000], an amount equal to $18,000 will be deposited into your Contract.

EXAMPLE 3: Calculation of Benefits under AB Plan with Subsequent Purchase Payment; Refund Applies.

• Assume that you did not elect the WB Plan at any time and that your Designated Fund had low investment performance.

• On June 1, 2010, you make an additional $80,000 Purchase Payment.

• Because the subsequent Purchase Payment was made in the fifth Account Year, we guarantee the return of 85% of that Purchase Payment, or $68,000. On June 1, 2010, your GLB amount is $168,000 [$100,000 + ($80,000 x 85%)].

• Assume that on January 1, 2016, your Account Value is $200,000. Assume that your total rider charges to date are $7,500.

• Because your Account Value is greater than your GLB amount by $32,000 [$200,000 - $168,000], your Contract will be credited with an amount equal to the rider charges you have paid [$7,500], increasing your Account Value to $207,500.

EXAMPLE 4: Calculation of Benefits under WB Plan; Lifetime Withdrawals.

• Assume you are age 60 at issue. Also assume that you elect the WB plan on January 1, 2006, and that you choose to systematically withdraw the Maximum WB for Life Amount annually.

• On January 1, 2006:

• Your GLB Base is $100,000 [the value of your GLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is $100,000 [the value of your GLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB for Life Amount is $4,000 [4% of your Lifetime Income Base because you are age 60].

• On December 31, 2006, after your first systematic withdrawal of $4,000:

• Your Account Value is reduced by the amount of the withdrawal [$4,000].

• Your GLB amount, reduced by the amount of the withdrawal, is $96,000 [$100,000-$4,000].

• Your GLB Base is still $100,000 because you did not withdraw more than your Maximum WB Amount.

• Your Lifetime Income Base is $100,000 because you did not withdraw more than your Maximum WB for Life Amount.

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• Assume you take only annual systematic withdrawals of $4,000 for a total of 20 years. Assume you make no subsequent Purchase Payments. Assume that, because of poor investment performance of your Designated Fund, your Account Value equals zero. On December 31, 2025:

• Your Account Value equals zero.

• Your GLB amount, reduced by the amount of the total withdrawal, is $20,000 [$100,000-($4,000 x 20)].

• Your GLB Base is still $100,000 because you did not withdraw more than your Maximum WB Amount in any Account Year.

• Your Lifetime Income Base is still $100,000 because you did not withdraw more than your Maximum WB for Life Amount in any Account Year.

Even though your rights under the annuity Contract terminated when the Account Value became zero, we will continue to make payments to you. At this point, however, you must choose between:

(1) withdrawing the Maximum WB for Life Amount each year until an Owner dies or

(2) withdrawing your Maximum WB Amount each year until your GLB amount is reduced to zero.

• Assume you elect to take annual payments of your Maximum WB for Life Amount. On December 31, 2030, when your GLB amount is reduced to zero:

• Your Account Value equals zero.

• Your GLB amount equals zero.

• Your GLB Base equals zero because your GLB amount equals zero.

• Your Lifetime Income Base is still $100,000 because you did not withdraw more than your Maximum WB for Life Amount in any Account Year.

You will continue to receive $4,000 per year as long as you are alive.

EXAMPLE 5: Calculation of Benefits under WB Plan; Early Withdrawals.

• Assume you are age 56 at issue. Also assume that you elect the WB plan on January 1, 2006, and that you choose to systematically withdraw the Maximum WB Amount annually.

• On January 1, 2006:

• Your GLB Base is $100,000 [the value of your GLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is zero because you have not passed your first Account Anniversary after your 59th birthday.

• Your Maximum WB for Life Amount is zero [4% of your Lifetime Income Base].

• On December 31, 2006, after your first systematic withdrawal of $5,000, your Maximum WB Amount:

• Your Account Value is reduced by the amount of the withdrawal [$5,000].

• Your GLB amount, reduced by the amount of the withdrawal, is $95,000 [$100,000-$5,000].

• Your GLB Base is still $100,000 because you did not withdraw more than your Maximum WB Amount.

• Your Lifetime Income Base is zero because you have not passed your first Account Anniversary after your 59th birthday.

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• Assume you take only systematic withdrawals of $5,000 for a total of 3 years. Assume you make no subsequent Purchase Payments. On December 1, 2008, you celebrate your 59th birthday. On January 1, 2009:

• Your Account Value has been reduced by the amount of the total withdrawals [$15,000].

• Your GLB amount, reduced by the amount of the total withdrawal, is $85,000 [$100,000-($5,000 x 3)].

• Your GLB Base is still $100,000 because you did not withdraw more than your Maximum WB Amount in any Account Year.

• Your Lifetime Income Base is set at $85,000 [an amount equal to the GLB amount on your first Account Anniversary after your 59th birthday].

• Your Maximum WB for Life Amount is $3,400 [4% of your Lifetime Income Base because you are less than 65 years old].

• Assume you elect to take only annual systematic withdraws of no more than your Maximum WB for Life Amount [$3,400] for an additional 20 years. Assume you make no subsequent Purchase Payments, and that your Account Value reduces to zero. On December 31, 2028:

• Your Account Value equals zero.

• Your GLB amount, reduced by the amount of the total withdrawals, is $17,000 [85,000 - ($3,400 x 20)].

• Your GLB Base is still $100,000 because you did not withdraw more than the Maximum WB Amount in any Account Year.

• Your Lifetime Income Base is still $85,000 because you did not withdraw more than the Maximum WB for Life Amount in any Account Year.

• Assume you elect to take annual payments of your Maximum WB for Life Amount until your GLB amount is reduced to zero in 2033.

• Your Account Value equals zero.

• Your GLB amount equals zero.

• Your GLB Base equals zero because your GLB amount equals zero.

• Your Lifetime Income Base is still $85,000 because you did not withdraw more than your Maximum WB for Life Amount.

You will continue to receive $3,400 per year as long as you are alive.

EXAMPLE 6: Calculation of Benefits under WB Plan with Subsequent Purchase Payments; Lifetime Withdrawals.

• Assume you are age 60 at issue. Also assume that you elect the WB plan on January 1, 2006, and that you choose to systematically withdraw the Maximum WB for Life Amount annually.

• On January 1, 2006:

• Your GLB Base is $100,000 [the value of your GLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is $100,000 [the value of your GLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB for Life Amount is $4,000 [4% of your Lifetime Income Base because you are age 60].

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• On December 31, 2006, after your first systematic withdrawal of $4,000:

• Your Account Value is reduced by the amount of the withdrawal [$4,000].

• Your GLB amount, reduced by the amount of the withdrawal, is $96,000 [$100,000-$4,000].

• Your GLB Base is still $100,000 because you did not withdraw more than your Maximum WB Amount.

• Your Lifetime Income Base is $100,000 because you did not withdraw more than your Maximum WB for Life Amount.

• Assume you take only annual systematic withdrawals of $4,000 for a total of 4 years. Assume you make a subsequent Purchase Payment of $50,000, in your 4th Account Year. Assume also that, immediately before the subsequent Purchase Payment, your Account Value was $80,000. On December 31, 2009:

• Your Account Value equals $130,000 [$80,000 + $50,000].

• Your GLB amount, reduced by the amount of the total withdrawals and increased by the subsequent Purchase Payment, is $134,000 [$100,000 - ($4,000 x 4) + $50,000].

• Your GLB Base, increased by the subsequent Purchase Payment, is $150,000.

• Your Maximum WB Amount is $7,500 [5% of your new GLB Base].

• Your Lifetime Income Base, increased by the subsequent Purchase Payment, is $150,000.

• Your Maximum WB for Life Amount is $6,000 [4% of your new Lifetime Income Base].

You may increase your annual systematic withdrawals to $6,000 without any effect on your future lifetime benefits.

• Assume you elect to take only annual systematic withdraws of no more than your Maximum WB for Life Amount [$6,000] for an additional 20 years. Assume you make no subsequent Purchase Payments, and that your Account Value reduces to zero. On December 31, 2029:

• Your Account Value equals zero.

• Your GLB amount, reduced by the amount of the total withdrawals is $14,000 [$134,000 - ($6,000 x 20)].

• Your GLB Base is still $150,000 because you did not withdraw more than your Maximum WB Amount.

• Your Lifetime Income Base is $150,000 because you did not withdraw more than your Maximum WB for Life Amount in any Account Year.

Even though your rights under the annuity Contract terminated when the Account Value became zero, we will continue to make payments to you. At this point, however, you must choose between:

(1) withdrawing the Maximum WB for Life Amount each year until an Owner dies or

(2) withdrawing your Maximum WB Amount each year until your GLB amount is reduced to zero.

• Assume you elect to take annual payments of your Maximum WB for Life Amount of $6,000 until your GLB amount is reduced to zero in 2032.

• Your Account Value equals zero.

• Your GLB amount equals zero.

• Your GLB Base equals zero because your GLB amount equals zero.

• Your Lifetime Income Base is still $150,000 because you did not withdraw more than your Maximum WB for Life Amount.

You will continue to receive $6,000 per year as long as you are alive.

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EXAMPLE 7: Calculation of Explicit Rider Charges.

• Assume that you did not elect the WB plan at any time. Assume that your Account Value increases at an annual rate of 5% per year throughout the next ten years. Also assume that you do not elect to step-up at any time.

• On March 31, 2006, your Account Value before the charge for Secured Returns for Life is taken is $101,196.79. The charge deducted on March 31, 2006 is $126.50 ($101,196.79 x .00125). Therefore, your ending Account Value on March 31, 2006 is $101,070.29 ($101,196.79 - $126.50).

• On June 30, 2006, your Account Value before the charge for Secured Returns for Life is taken is $102,307.23. The fee deducted on June 30, 2006 is $127.88 ($102,307.23 x .00125). Therefore, your ending Account Value on June 30, 2006 is $102,179.35 ($102,307.23 - $127.88).

• On September 30, 2006, your Account Value before the charge for Secured Returns for Life is taken is $103,443.69. The fee deducted on September 30, 2006 is $129.30 ($103,443.69 x .00125). Therefore, your ending Account Value on September 30, 2006 is $103,314.39 ($103,443.69 - $129.30).

• This pattern continues until the maturity date for your Benefit of January 1, 2016. On that date, your Account will be credited with a payment. If your current Account Value is less than your current GLB amount, then your Account will be credited with the difference between these two amounts. If your current Account Value is greater than your current GLB amount, then your Account will be credited with the sum of all of Secured Returns for Life charges that have been made. Note that if Secured Returns for Life was revoked or cancelled before the maturity date for your Benefit of January 1, 2016, then no Secured Returns for Life credit will be made to your Account.

EXAMPLE 8: Withdrawals under the AB Plan; low investment performance.

• Assume that you did not elect the WB plan at any time.

• Assume that on January 1, 2007, you withdraw 10% of your Account Value of $110,000 (or $11,000). Your Account Value is now $99,000.

• On January 1, 2007, your GLB amount will be reset to $90,000. This equals the previous GLB amount reduced proportional to the amount of Account Value withdrawn, or $100,000 x [$99,000 ÷ $110,000].

• Assume you make no more withdrawals or Purchase Payments and that your Account Value on January 1, 2016 is $87,000. Assume that your total rider charges to date are $4,710.

• Since your Account Value is less than your GLB amount by $3,000, an amount equal to $3,000 will be deposited into your Contract ($90,000 - $87,000).

EXAMPLE 9: Withdrawals with Subsequent Purchase Payments under the AB Plan; low investment performance.

• Assume that you did not elect the WB Plan at any time.

• On June 1, 2010, you make an additional $80,000 Purchase Payment.

• On June 1, 2010, your GLB amount is $168,000 [$100,000 + ($80,000 x 85%)].

• Assume that, on June 1, 2012, you withdraw $40,000 and that your Account Value is $240,000 at this time. After the withdrawal, your Account Value is $200,000.

• On June 1, 2012, your GLB amount is reset to $140,000. This equals the previous GLB amount reduced proportional to the amount of Account Value withdrawn, or $168,000 x [$200,000 ÷ $240,000].

• Assume you make no more withdrawals or Purchase Payments and that your Account Value on January 1, 2016, is $125,000. Assume that your total rider charges to date are $7,200.

• Since your Account Value is less than your GLB amount by $15,000, an amount equal to $15,000 will be deposited into your Contract ($140,000 - $125,000).

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EXAMPLE 10: Withdrawals under WB Plan Exceeding Maximum WB for Life Amount; Poor Investment Performance.

• Assume you are age 63 at issue. Also assume that you elect the WB plan on January 1, 2006, and that you choose to systematically withdraw the Maximum WB Amount annually. Assume that your Designated Fund had poor investment performance, losing 2% a year over the course of the Contract. On January 1, 2006:

• Your GLB Base is $100,000 [the value of your GLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is $100,000 [the value of your GLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB for Life Amount is $4,000 [4% of your Lifetime Income Base because you are age 63].

• On December 31, 2006, after you take your first systematic withdrawal of $5,000, your Account Value is $93,000:

• Your GLB amount, reduced by the amount of the withdrawal, is $95,000 [$100,000-$5,000].

• Your GLB Base is still $100,000 because you withdrew no more than your Maximum WB Amount.

• Your Lifetime Income Base is reduced to $93,000 [the lesser of (1) your current Lifetime Income Base minus the excess withdrawal [$100,000 - ($5,000 - $4,000)] and (2) your new Account Value [$93,000]].

• Your Maximum WB for Life Amount is $3,720 [4% of your new Lifetime Income Base].

• Assume you make no subsequent Purchase Payments, but you take annual systematic withdrawals of $5,000 for a total of 16 years. Because of poor investment performance of your Designated Fund, your Account Value decreases to $3,330. In addition, because you have taken withdrawals in excess of the Maximum WB for Life Amount, your Lifetime Income Base is now $3,330. Your Maximum WB for Life Amount is now 4% of $3,330 or $133.

• Assume your Designated Fund earns -2% in Account Year 17, and that you take another $5,000 withdrawal. On December 31, 2022:

• Your Account Value is zero.

• Your GLB amount is $15,000 [$100,000 - ($5,000 x 17)].

• Your GLB Base is still $100,000 because you withdrew no more than the Maximum WB Amount.

• Your Lifetime Income Base is zero [the lesser of (1) your current Lifetime Income Base minus the excess withdrawal [$3,330 - ($5,000 - $133)] and (2) your new Account Value [$0]].

• Your Maximum WB Amount is still $5,000 [5% of your GLB Base].

• Your Maximum WB for Life Amount equals zero [4% of your new Lifetime Income Base].

Even though your Contract has terminated because your Account Value has reduced to zero, we will pay you the Maximum WB Amount of $5,000 per year for three more years, until your GLB amount is reduced to zero.

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EXAMPLE 11: Withdrawals under WB Plan Exceeding Maximum WB for Life Amount; Positive Investment Performance.

• Assume you are age 63 at issue. Also assume that you elect the WB plan on January 1, 2006, and that you choose to systematically withdraw the Maximum WB Amount annually. Assume that your Designated Fund had positive investment performance, gaining 2% a year over the course of the Contract. On January 1, 2006:

• Your GLB Base is $100,000 [the value of your GLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is $100,000 [the value of your GLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB for Life Amount is $4,000 [4% of your Lifetime Income Base because you are age 63].

• On December 31, 2006, after you take your first systematic withdrawal of $5,000, your Account Value is $97,000:

• Your GLB amount, reduced by the amount of the withdrawal, is $95,000 [$100,000 - $5,000].

• Your GLB Base is still $100,000 because you withdrew no more than your Maximum WB Amount.

• Your Lifetime Income Base is reduced to $97,000 [the lesser of (1) your current Lifetime Income Base minus the excess withdrawal [$100,000 - ($5,000 - $4,000)] and (2) your new Account Value [$97,000]].

• Your Maximum WB for Life Amount is $3,880 [4% of your new Lifetime Income Base].

• Assume you make no subsequent Purchase Payments, but you take annual systematic withdrawals of $5,000 for a total of 19 years. Your GLB amount has been reduced to $5,000 [$100,000 - ($5,000 x 19)]. Because of good investment performance of your Designated Fund, your Account Value is now $31,478. In addition, because you have taken withdrawals in excess of the Maximum WB for Life Amount, your Lifetime Income Base is also now $31,478. Your Maximum WB for Life Amount is now 4% of $31,478, or $1,259.

• Assume your Designated Fund earns 2% in Account Year 20, and that you take another $5,000 withdrawal. On December 31, 2025:

• Your Account Value is $27,108.

• Your GLB amount is zero [$5,000 remaining - $5,000 withdrawal].

• Your GLB Base is zero because your GLB amount is equal to zero.

• Your Lifetime Income Base is $27,108 [the lesser of (1) your current Lifetime Income Base minus the excess withdrawal [$31,478 - ($5,000 - $1,259)] and (2) your new Account Value [$27,108]].

• Your Maximum WB for Life Amount equals $1,084 [4% of your new Lifetime Income Base of $27,108].

Because your Lifetime Income Base is greater than zero, you may take annual withdrawals up to the Maximum WB for Life Amount until you die or annuitize. If your Account Value is reduced to zero by a withdrawal that does not exceed you Maximum WB for Life Amount, we will continue to pay your then current Maximum WB for Life Amount each year as long as you are alive. If your Account Value is reduced to zero by a withdrawal that exceeds your Maximum WB for Life Amount, your Lifetime Income Base will be reduced to zero, your Maximum WB for Life Amount will become zero, and no more benefits will be paid.

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EXAMPLE 12: Withdrawals under WB Plan Exceeding Maximum WB Amount.

• Assume you are age 63 at issue. Also assume that you elect the WB plan on January 1, 2006. Assume that your Designated Fund had poor investment performance, losing 2% a year over the course of the Contract. On January 1, 2006:

• Your GLB Base is $100,000 [the value of your GLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is $100,000 [the value of your GLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB for Life Amount is $4,000 [4% of your Lifetime Income Base because you are age 63].

• On December 31, 2006, after you take a withdrawal of $6,000, your Account Value is $92,000:

• Your GLB amount is reduced to $92,000 [the lesser of (1) your current GLB amount minus the withdrawal [$100,000-$6,000] and (2) your new Account Value [$92,000]].

• Your GLB Base is reduced to $92,000 [the lesser of (1) your current GLB Base minus the excess withdrawal [$100,000 - ($6,000 - $5,000)] and (2) your new Account Value [$92,000]].

• Your Maximum WB Amount is now $4,600 [5% of your GLB Base].

• Your Lifetime Income Base is reduced to $92,000 [the lesser of (1) your current Lifetime Income Base minus the excess withdrawal [$100,000 - ($6,000 - $4,000)] and (2) your new Account Value [$92,000]].

• Your Maximum WB for Life Amount is $3,680 [4% of your new Lifetime Income Base of $92,000].

• Assume you make no subsequent Purchase Payments, but you take annual systematic withdrawals of $6,000 for a total of 13 years. Due to the of poor investment performance of your Designated Fund, your Account Value is now $7,609. Because you have taken withdrawals in excess of your Maximum WB Amount, your GLB amount is also now $7,609. Because you have taken withdrawals in excess of your Maximum WB Amount, your GLB Base is also now $7,609. Your Maximum WB Amount is 5% of $7,609, or $380. Because you have taken withdrawals in excess of your Maximum WB for Life Amount, your Lifetime Income Base is also now $7,609. Your Maximum WB for Life Amount is 4% of $7,609, or $304.

• Assume your Designated Fund earns -2% in Account Year 14, and that you take another $6,000 withdrawal. On December 31, 2022:

• Your Account Value is $1,457 [$7,609 x (1 - 0.02) - $6,000].

• Your GLB amount is $1,457 [the lesser of (1) your current GLB amount minus the withdrawal amount ($7,609 - $6,000) and (2) your new Account Value ($1,457)].

• Your GLB Base is $1,457 [the lesser of (1) your current GLB Base minus the excess withdrawal [$7,609 - ($6,000 - $380)] and (2) your new Account Value ($1,457)].

• Your Maximum WB Amount equals $73 [5% of your new Lifetime Income Base].

• Your Lifetime Income Base is $1,457 [the lesser of (1) your current Lifetime Income Base minus the excess withdrawal [$7,609 - ($6,000 - $304)] and (2) your new Account Value [$1,457]].

• Your Maximum WB for Life Amount equals $58 [4% of your new Lifetime Income Base of $1,457].

Because your GLB Base is greater than zero, you may take annual withdrawals up to the Maximum WB Amount until your GLB amount becomes zero. Because your Lifetime Income Base is greater than zero, you may take annual withdrawals up to the Maximum WB for Life Amount until you die or annuitize. Any withdrawal you take that is greater than your Maximum WB Amount will reduce your GLB Base (and hence,

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give you a new, reduced Maximum WB Amount). Any withdrawal you take that is greater than your Maximum WB for Life Amount will reduce your Lifetime Income Base (and hence, give you a new, reduced Maximum WB for Life Amount).

If your Account Value is reduced to zero by a withdrawal that does not exceed your Maximum WB for Life Amount, you must choose between:

(1) withdrawing the Maximum WB for Life Amount each year until you die, or

(2) withdrawing your Maximum WB Amount each year until your GLB amount is reduced to zero.

If your Account Value is reduced to zero by a withdrawal that exceeds your Maximum WB for Life Amount but does not exceed your Maximum WB Amount, your Lifetime Income Base will become zero, but we will continue to pay your then current Maximum WB Amount each year until your GLB is reduced to zero.

If your Account Value is reduced to zero by a withdrawal that exceeds both your Maximum WB for Life Amount and your Maximum WB Amount, your Lifetime Income Base, your GLB amount, and your GLB Base will all be reduced to zero, your Maximum WB for Life Amount and your Maximum WB Amount will both become zero, and no more benefits will be paid.

EXAMPLE 13: Step-up elected under AB Plan.

• Assume that you did not elect the WB plan at any time. Assume that your Account Value was $150,000 on January 1, 2009. Since this amount is greater than your GLB amount, you may step-up to a new 10-year period, with a new GLB amount of $150,000. Assume that you elect to step-up.

• Your Maturity Date is reset to January 1, 2019 (ten years after the date of the step-up). Assume that on January 1, 2019, your Account Value is $130,000. Assume that your total rider charges to date are $8,875.

• Since your Account Value is lower than your stepped-up GLB by $20,000, an amount equal to $20,000 will be deposited into your Contract ($150,000 - $130,000).

EXAMPLE 14: Step-up elected under WB Plan.

• Assume you are age 65 at issue. Also assume that you elect the WB plan on January 1, 2006, and that you choose to systematically withdraw the Maximum WB Amount annually. Assume that your Designated Fund had good investment performance, gaining 6% a year over the course of the Contract. On January 1, 2006:

• Your GLB Base is $100,000 [the value of your GLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is $100,000 [the value of your GLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB for Life Amount is $5,000 [5% of your Lifetime Income Base because you are age 65].

• On December 31, 2006, after you take your first systematic withdrawal of $5,000, your Account Value is $101,000:

• Your GLB amount, reduced by the amount of the withdrawal, is $95,000 [$100,000-$5,000].

• Your GLB Base is still $100,000 because you withdrew no more than your Maximum WB Amount.

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is $100,000 because you withdrew no more than your Maximum WB for Life Amount.

• Your Maximum WB for Life Amount is $5,000 [5% of your Lifetime Income Base].

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• Assume you make no subsequent Purchase Payments, but you take systematic withdrawals of $5,000 for a total of 3 years. On December 31, 2008:

• Your Account Value is $103,184.

• Your GLB amount is $85,000 [$100,000 - ($5,000 x 3)].

• Your GLB Base is still $100,000 because you withdrew no more than your Maximum WB Amount.

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is still $100,000 because you withdrew no more than your Maximum WB for Life Amount.

• Your Maximum WB for Life Amount is $5,000 [5% of your Lifetime Income Base].

Because your Account Value is greater than your GLB amount, your GLB Base, and your Lifetime Income Base, you may step-up your GLB amount, your GLB Base, and your Lifetime Income Base each to an amount equal to your current Account Value. Assume you elect to step-up. On January 1, 2009*:

• Your Account Value is $103,184.

• Your GLB amount is $103,184.

• Your GLB Base is $103,184.

• Your Maximum WB Amount is $5,159 [5% of your new GLB Base].

• Your Lifetime Income Base is $103,184.

• Your Maximum WB for Life Amount is $5,159 [5% of your new Lifetime Income Base].

* Note: Assume instead that you elected to step-up sometime in 2009 after your withdrawal of $5,000 was taken and that your Account Value at the time of the step-up was $103,184. Your new Maximum WB Amount and new Maximum WB for Life amount would apply so that you could withdraw an additional $159 without exceeding your maximum amounts.

EXAMPLE 15: Subsequent Purchase Payments after Step-up under the AB Plan; Refund Applies.

• Assume that you did not elect the WB plan at any time. Assume that your Account Value was $150,000 on January 1, 2009. Since this amount is greater than your GLB amount, you may step-up to a new 10-year period, with a new GLB amount of $150,000. Assume that you elect to step-up. Your Maturity Date is reset to January 1, 2019 (ten years after the date of the step-up).

• On June 1, 2010, you make an additional $80,000 Purchase Payment.

• On June 1, 2010, your GLB amount is $230,000 [$150,000 + ($80,000 x 100%)]. Since it has been less than two years since the step-up was elected, the GLB amount is increased by 100% of the new Purchase Payment amount.

• Assume that on January 1, 2019 (your Maturity Date), your Account Value is $280,000. Assume that your total rider charges to date are $13,850.

• Because your Account Value is greater than the GLB amount of $230,000, your account will be credited with the amount of your rider charges, increasing your Account Value to $293,850.

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APPENDIX F - SECURED RETURNS

The optional living benefit Secured Returns (“Benefit” or “the rider”) was available for all Contracts purchased prior to September 7, 2004 and certain contracts purchased on or after that date. The following information applies to your Contract if you elected to participate in Secured Returns and did not replace it with Secured Returns 2, which was available for such replacements for a limited period of time. Secured Returns is no longer available for sale on new Contracts. Since we are no longer offering Secured Returns to new Owners, renewals are no longer available.

Secured Returns guarantees a return of your Purchase Payments (adjusted for subsequent Purchase Payments and withdrawals), regardless of the investment performance of the underlying funds, provided that you comply with certain requirements. The amount guaranteed can be greater than or less than your Account Value. Upon annuitization, the Benefit and any optional death benefit automatically terminate.

To participate in Secured Returns, all of your Account Value must be invested in a Designated Fund at all times during the term of the plan: a 10-year period under the AB Plan or, if you elected the WB Plan, until your guaranteed amount is reduced to zero. See “DESIGNATED FUNDS” in the prospectus to which this Appendix is attached.

If you elected to participate in Secured Returns with the basic death benefit, we assess your Contract an annual charge of 0.40% of your average daily net assets. If you elected Secured Returns with the EEB Premier rider, we assess your Contract an annual charge of 0.65% of your average daily net assets. We will continue to deduct this annual charge until you annuitize or your Secured Returns expires or is revoked. Cancellation of the Benefit (caused by a transfer out of the Designated Fund or a Purchase Payment allocation to a non-Designated Fund) may not terminate the annual charge.

Any time after your 7^th Account Anniversary, you may revoke Secured Returns. Once revoked, the Benefit may not be reinstated. After the Benefit has been revoked, your insurance charges will be reduced by 0.40% of your average daily Account Value. If you elected the Benefit in combination with the EEB Premier rider, that optional death benefit rider will not be revoked and the charge of the rider (0.25% of your average daily Account Value) will continue.

Transfers among the Designated Funds are permitted as described under “Transfer Privilege” in the prospectus to which this Appendix is attached. If however you transfer some or all of your Account Value out of the Designated Fund into another investment option offered under your Contract, Secured Returns will be automatically cancelled. Likewise, if you allocate one or more subsequent Purchase Payments to an investment option other than one of the Designated Funds, Secured Returns will be cancelled.

Once the Benefit has been cancelled, it cannot be reinstated. After the cancellation of the Benefit, you will continue to pay the annual charge for the Benefit until your 7th Account Anniversary. After your 7th Account Anniversary, your insurance charges will be reduced by 0.40% of your average daily Account Value. If you elected the Benefit in combination with the EEB Premier rider, that optional death benefit rider will not be cancelled and the cost of such rider (0.25% of your average daily Account Value) will remain.

If you elected Secured Returns, you may choose to receive your Benefit under one of two plans: the Guaranteed Minimum Accumulation Benefit (“AB”) Plan or the Guaranteed Minimum Withdrawal Benefit (“WB”) Plan. You are automatically enrolled in the AB Plan at the time you elect Secured Returns. Any time prior to your 81st birthday, you may elect instead to receive your Benefit under the WB Plan. There is no waiting period for participation in the WB Plan, but you must make your election prior to your 10th Account Anniversary or annuitization, whichever is earlier. Once you elect to participate in the WB Plan, you may not change your election to the AB Plan. If you do not specifically elect the WB Plan, you will be deemed to have elected to remain in the AB Plan.

All withdrawals under Secured Returns are subject to withdrawal charges if they are in excess of the annual free withdrawal amount. (See “Free Withdrawal Amount” under “Withdrawal Charge” in the prospectus to which this Appendix is attached.) In addition, if you have elected Secured Returns, but have not yet elected to participate in the

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WB Plan, any withdrawals you make will reduce your GLB amount proportionally to the amount of Account Value withdrawn. For examples showing how withdrawals affect your benefits under Secured Returns, see Examples 5 through 8 in this Appendix.

Under the terms of the Guaranteed Minimum Accumulation Benefit (“AB”) Plan, on your 10th Account Anniversary, we will credit your Account Value with any excess of your Guaranteed Living Benefit Amount (“GLB amount”) over your Account Value after the application of any other Contract transactions. Any such amount will be allocated to the Designated Fund in which you are invested at that time. Your GLB amount is equal to the sum of 100% of your initial Purchase Payment plus a specified percentage of any subsequent Purchase Payments, adjusted in amount for partial withdrawals. One or more subsequent Purchase Payments during the 10-year period will not restart the 10-year period. For each subsequent Purchase Payment after the second Account Anniversary, we will increase the GLB amount by less than 100% of the Purchase Payment depending upon the Account Year in which it was made, as follows:

Account Year in which Purchase Payment was made	Percentage Guaranteed
1 - 2	100%
3 - 5	85%
6 - 8	70%
9 - 10	60%

For examples of how we calculate benefits under the AB Plan, see Examples 1 and 2 in this Appendix. Note that the timing and amount of subsequent Purchase Payments may affect the total Benefit. In particular, it may be disadvantageous for you to make Purchase Payments that increase the GLB amount by less than 100% of the payment.

To calculate the GLB amount after a partial withdrawal under the AB Plan, we multiply the GLB amount immediately before the withdrawal by the ratio of the Account Value immediately after the withdrawal to the Account Value immediately before the withdrawal. (See Examples 5 and 7 in this Appendix.)

If you die while the AB Plan is still in force, all benefits and charges under Secured Returns will automatically terminate when we receive Due Proof of Death, unless your surviving spouse is the sole Beneficiary. In that case, your surviving spouse may elect to continue the Contract. If such election is made, the same Benefit will apply. Your surviving spouse can elect the WB Plan at any time prior to the earliest of annuitization, the surviving spouse’s 81st birthday, and your 10th Account Anniversary. If your surviving spouse does not elect the WB Plan, the AB Plan will continue. In such case, the benefits under AB Plan will be determined according to the original 10-year period. In all cases, the GLB amount will not reset upon your death.

If the Contract is not continued by your surviving spouse following your death while participating in the AB Plan, your Beneficiary may elect any available option under the Death Benefit provisions of the Contract.

Under the terms of the Guaranteed Minimum Withdrawal Benefit (“WB”) Plan, you may withdraw up to a set dollar amount from your Account Value each year during which the WB Plan is in effect, until your remaining GLB amount equals zero. This set dollar amount, or “maximum WB amount,” is equal to 7% of the GLB amount on the date you elect to participate in the WB Plan. You are not required to make any withdrawals after you have elected the WB Plan; however, if you withdraw more than the maximum WB amount in any Account Year, your remaining GLB amount and future guaranteed withdrawals will be reduced in the manner discussed further below. You should be aware that a withdrawal in excess of the maximum WB amount might significantly reduce your Secured Returns Benefits if your Account Value is less than the remaining GLB amount. In addition, the value you will receive upon a full withdrawal, or “surrender” of your Contract, will be your Contract’s Surrender Value and not the remaining GLB amount. Any subsequent Purchase Payment made after you have elected the WB Plan, and before your fourth Account Anniversary, will increase your remaining GLB amount by 100% of such subsequent Purchase Payment. Your maximum WB amount will increase by 7% of such subsequent Purchase Payment. After your fourth Account Anniversary, you may not make any additional Purchase Payments if you have elected the WB Plan. For examples of how we calculate benefits under the WB Plan, see Examples 3 and 4 in this Appendix.

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Once you have elected to participate in the WB Plan, withdrawals of no more than the maximum WB amount will reduce your remaining GLB amount dollar for dollar. If you are participating in the WB Plan and you withdraw, in any one Account Year, more than the current maximum WB amount, your remaining GLB amount will be reduced to equal the lesser of:

(a) your previous remaining GLB amount reduced dollar for dollar by the amount of the withdrawal, or

(b) your Account Value.

If (b), above, is less than (a), then your maximum WB amount will be reduced so that the new remaining GLB amount will expire on the same date it would have had the maximum WB amount been withdrawn every year thereafter. (See Example 6 in this Appendix.)

The maximum WB amount is not cumulative. That is to say, if you withdraw less than the maximum WB amount in any one Account Year, you cannot add that unused portion to withdrawals made in future years to exceed the maximum WB amount.

Under the WB Plan, your Secured Returns benefits will continue until your remaining GLB amount is reduced to zero, even if your Account Value drops to zero. If your Account Value drops to zero, no subsequent Purchase Payment will be accepted and no death benefit will be payable. We will however, continue to pay the maximum WB amount each Account Year while you are alive until your remaining GLB amount has been reduced to zero.

If you die while the WB Plan is in force and your surviving spouse, as the sole Beneficiary, elects to continue the Contract, Secured Returns will continue on the same terms, for your surviving spouse, even though the Account Value may have been enhanced under the provisions of the death benefit. (See “Spousal Continuance” under “DEATH BENEFIT” in the Prospectus to which this Appendix is attached.) In all other situations, the Beneficiary may elect to exercise any of the available options under the Death Benefit provisions of the Contract, or in the alternative, to receive the maximum WB amount on an annual basis until the remaining GLB amount has been reduced to zero (if the Contract is a Qualified Contract, and the Beneficiary is not your surviving spouse, or otherwise exempted under Federal Tax Laws, the GLB amount must be fully distributed by December 31st of the tenth year after your death.)

Certain state and federal income tax provisions may be important to you in connection with a living benefit, such as Secured Returns. When you elect to participate in the WB Plan, we will inform you that you may withdraw annual amounts up to your Yearly RMD Amount without reducing your guaranteed withdrawal benefit. To assist you in complying with the RMD requirements, each year, we will notify you in early January of your calculated Yearly RMD Amount and inform you that you may withdraw annual amounts up to your Yearly RMD Amount without reducing your guaranteed withdrawal benefit.

In the event that your Yearly RMD Amount attributable to your Contract is greater than the maximum withdrawal amount permitted each year under the WB Plan, we are currently waiving withdrawal provisions under Secured Returns as follows. If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in the WB Plan, we reduce your Account Value and your remaining GLB amount, dollar for dollar, by the amount of the withdrawal. We will not, however, penalize you if the current Federal Tax Laws require you to withdraw from your Contract an amount greater than either your Maximum WB Amount. In other words, we will not reduce your remaining GLB amount if a Yearly RMD Amount exceeds either your Maximum WB Amount, provided that:

• you withdraw your Qualified Contract’s first Yearly RMD Amount in the calendar year you attain age 72 rather than postponing the withdrawal of that Amount until the first quarter of the next calendar year, and

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

If there is any change to the current Code or IRS rules governing the timing or determination of RMD amounts (including, but not limited to, amendments to the current IRS regulations or the issuance of IRS guidance), then we reserve the right to reduce the remaining GLB amount per the terms of the rider regarding excess withdrawals, when a Yearly RMD Amount withdrawn from your Contract exceeds your Maximum WB Amount. Notice will be given to Contract Owners before we exercise this right.

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If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in the AB Plan, we reduce your Account Value by the amount of the withdrawal and your GLB amount proportionally.

For a further discussion of some of these provisions, please refer to “Impact of Optional Death Benefits and Optional Living Benefits” under “TAX PROVISIONS” in the prospectus to which this Appendix is attached.

ALL OF THE FOLLOWING EXAMPLES ARE BASED UPON THE ASSUMPTION YOU SELECTED SECURED RETURNS ON OR BEFORE YOUR ISSUE DATE.

Examples 1 through 4 demonstrate how we calculate your Secured Returns Benefit assuming you make no subsequent Purchase Payments and you make no withdrawals other than those satisfying the maximum WB amount under the WB Plan. Examples 1 and 2 show your benefit under the AB Plan, and Examples 3 and 4 show your benefit under the WB Plan. Examples 5 through 8 demonstrate how withdrawals and subsequent Purchase Payments affect your Secured Returns Benefit. Examples 5 and 7 show how withdrawals affect your benefits under the AB Plan. Example 6 shows the effect of withdrawing more than the maximum WB amount under the WB Plan in any one Account Year. Examples 7 and 8 show the effects of making subsequent Purchase Payments.

EXAMPLE 1: Low investment performance; no WB election.

• Assume that on January 1, 2003, you purchased a Contract with an initial Purchase Payment of $100,000. Assume that you did not elect the WB plan at any time and that your Designated Fund had low investment performance.

• Assume that on January 1, 2013, your Account Value is $85,000. On that date, your Account Value will be increased by $15,000 ($100,000 - $85,000).

EXAMPLE 2: High investment performance; no WB election

• Assume that on January 1, 2003, you purchased a Contract with an initial Purchase Payment of $100,000. Assume that you did not elect the WB plan at any time and that your Designated Fund had high investment performance.

• Assume that on January 1, 2013, your Account Value is $200,000. Because your Account Value is greater that the GLB amount of $100,000, your Account Value will not be increased.

EXAMPLE 3: Low investment performance; WB election

• Assume that on January 1, 2003, you purchased a Contract with an initial Purchase Payment of $100,000. Assume that you elected the WB plan at issue and choose to systematically withdraw the maximum WB amount (i.e., 7% of the $100,000 or $7,000).

• On December 31, 2003, your remaining GLB amount will be $93,000 ($100,000 - $7,000). Assume that, on that date, your Account Value is $91,000.

• On December 31, 2004, your remaining GLB amount will be $86,000 ($93,000 - $7,000). Assume that, on that date, your Account Value is $80,000. These withdrawals continue for seven more years.

• On December 31, 2011, your remaining GLB amount will be $37,000 ($86,000 - ($7,000 x 7 years)). Assume that, on that date, your Account Value is $0. These withdrawals of $7,000 continue until the remaining GLB amount runs out in year 15, after the final withdrawal of $2,000 has been taken. At that time, the Benefit terminates.

EXAMPLE 4: High investment performance; WB election

• Assume that you elected the WB plan at issue and choose to systematically withdraw the maximum WB amount (i.e., 7% of the $100,000 or $7,000).

• On December 31, 2003, your remaining GLB amount will be $93,000 ($100,000 - $7,000). Assume that, on that date, your Account Value is $91,000.

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• On December 31, 2004, your remaining GLB amount will be $86,000 ($93,000 - $7,000). Assume that, on that date, your Account Value is $90,000. These withdrawals continue for seven more years.

• On December 31, 2011, your remaining GLB amount will be $37,000 ($86,000 - ($7,000 x 7 years)). Assume that, on that date, your Account Value is $50,000. These withdrawals continue for 5 more years.

• On December 31, 2016, the remaining GLB amount equals $2,000 ($37,000 - ($7,000 x 5 years)). Assume the Account Value equals $30,000.

• Assume that, on December 31, 2017, you withdraw the remaining $2,000 to exhaust the remaining GLB amount. Secured Returns thus terminates and the annual fee stops. However, because there is a remaining Account Value, the Contract continues.

EXAMPLE 5: Withdrawals under the AB Plan

• Assume that on January 1, 2003, you purchased a Contract with an initial Purchase Payment of $100,000. Your GLB amount is $100,000.

• Assume that on January 1, 2004, your Account Value is $110,000 and you withdraw 10% of your Account Value (or $11,000). Your GLB amount will be reset to $90,000, i.e., the previous GLB amount ($100,000) reduced proportional to the amount of Account Value withdrawn (10%), or $100,000 - (10% of $100,000).

• Assume you make no more withdrawals or Purchase Payments and that your Account Value, on January 1, 2013, is $85,000. Your Account Value will be increased by $5,000 ($90,000 - $85,000).

EXAMPLE 6: Withdrawals under the WB Plan

• Assume that on January 1, 2003, you purchased a Contract with an initial Purchase Payment of $100,000. Assume that you elected the WB Plan at issue. Your maximum WB amount would be $7,000 (i.e., 7% of the $100,000).

• Assume that, on January 1, 2004, your Account Value is $95,000. Assume that no withdrawals have been made. Your remaining GLB amount is still $100,000 and your maximum WB amount is still $7,000.

• Assume that, on September 3, 2004, your Account Value is $93,000 and you withdraw $5,000. Your Account Value is thus reduced to $88,000, and your remaining GLB amount is reduced to $95,000. Your maximum WB amount is still $7,000; however, you can only withdraw $2,000 more this Account Year without exceeding your maximum WB amount for the Account Year.

• Assume that, on January 4, 2005, your Account Value is $85,000 and you withdraw another $5,000. Your Account Value is thus reduced to $80,000. This is now a new Account Year, so the maximum WB amount has not yet been exceeded. Your remaining GLB amount is reduced to $90,000. Your maximum WB amount is still $7,000; however, you can only withdraw $2,000 more this Account Year without exceeding your maximum WB amount for the Account Year.

• Assume that, on November 4, 2005, your Account Value is $79,000 and you withdraw another $5,000. Your Account Value is thus reduced to $74,000. Your total withdrawals for the current Account Year equal $10,000 ($5,000 + $5,000), a total of $3,000 in excess of your maximum WB amount. Your remaining GLB amount is thus reduced to $74,000; i.e., the lesser of your Account Value ($74,000) and your previous remaining GLB amount reduced dollar for dollar by the withdrawal ($90,000 - $5,000). Your maximum WB amount is reduced so that the date on which the remaining GLB amount expires will be the same date it would have expired had the maximum WB been withdrawn every year, i.e., ($90,000 - $2,000) ÷ $7000 = 12.57 years. Thus the maximum WB amount will become $5,887 ($74,000 ÷ 12.57).

EXAMPLE 7: Withdrawals with subsequent Purchase Payments under the AB Plan

• Assume that on January 1, 2003, you purchased a Contract with an initial Purchase Payment of $100,000. Assume that you did not elect the WB Plan at any time.

• On June 1, 2007, you make a subsequent Purchase Payment of $100,000. Your GLB amount is now $185,000, i.e., ($100,000 x 100%) + ($100,000 x 85%).

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• Assume that, on June 1, 2009, your Account Value is $240,000 and you withdraw $40,000. Your Account Value is reduced to $200,000. Your GLB amount is reset to $154,167, i.e., the previous GLB amount reduced proportional to the amount of Account Value withdrawn, or $185,000 x ($200,000 ÷ $240,000). Assume you make no more withdrawals or subsequent Purchase Payments.

• Assume that, on January 1, 2013, your Account Value is $125,000. On that date, your Account Value will be increased by $29,167 ($154,167 - $125,000).

EXAMPLE 8: Withdrawals with subsequent Purchase Payments under the WB Plan

• Assume that on January 1, 2003, you purchased a Contract with an initial Purchase Payment of $100,000. Assume that you elected the WB plan at issue and choose to systematically withdraw the maximum WB amount (i.e., 7% of the $100,000 or $7,000).

• On January 1, 2004, your remaining GLB amount will be $93,000 ($100,000 - $7,000). Assume that, on that date, your Account Value is $91,000.

• Assume that, on January 6, 2004, you make an additional Purchase Payment of $50,000. Your remaining GLB amount is reset to $143,000 ($93,000 + $50,000). Your maximum WB amount is reset to $10,500 ($7,000 + (7% x $50,000)). Assume you increase your annual withdrawals to equal the maximum WB amount of $10,500.

• Assume that, on January 1, 2005, you withdraw the maximum WB amount of $10,500 and your remaining GLB amount is $132,500 ($143,000 - $10,500). Assume that no additional subsequent Purchase Payments are made and the maximum WB amount is withdrawn annually.

• Assume that, on January 1, 2013, your Account Value equals $0. Your remaining GLB amount will be $48,500, i.e., ($132,500 - ($10,500 x 8 years). Withdrawals will continue until the remaining GLB amount is reduced to zero.

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APPENDIX G - SECURED RETURNS 2

The following information applies to your Contract if you elected to participate in Secured Returns 2 (“Benefit,” “Secured Returns 2” or “the rider”) and did not replace it with Secured Returns for Life, which was available for such replacements for a limited period of time beginning in November 2005. Secured Returns 2 is no longer available for sale on new Contracts. Since we are no longer offering Secured Returns 2 to new Owners, renewals are no longer available.

Secured Returns 2 guarantees a return of your Purchase Payments (adjusted for subsequent Purchase Payments and withdrawals), regardless of the investment performance of the underlying funds, provided that you comply with certain Benefit requirements. The amount guaranteed can be greater than or less than your Account Value. All Benefits and charges under Secured Returns 2 terminate upon annuitization.

Secured Returns 2 is available only if you are age 84 or younger on the Open Date. If you choose to participate in the Benefit, you must make your election no later than your Issue Date. You may combine the Benefit with any optional death benefit other than the EEB Premier Plus. Upon annuitization, Secured Returns 2 and any elected optional death benefit automatically terminate.

To participate in Secured Returns 2, all of your Account Value must be invested in a Designated Fund at all times during the term of the plan: a 10-year period under the AB Plan or, if you elected the WB Plan, until the guaranteed amount is reduced to zero. See “DESIGNATED FUNDS” in the prospectus to which this Appendix is attached.

Unlike other Contract charges, the charge for Secured Returns 2 will not be calculated as a percentage of average daily net assets as described under “Variable Accumulation Unit Value.” Instead, the charge for the Benefit will be made as a specific deduction from the Account Value, taken on the last valuation day of the Account Quarter. The charge per year is equal to 0.50% of your Account Value. The quarterly charge will be determined by multiplying the Account Value at the end of the Account Quarter by 0.00125. (See Example 12 in this Appendix.) The specific amount of the quarterly charge will be reflected on your quarterly account statement. We will continue to deduct this charge until you annuitize or your Secured Returns 2 Benefit expires or is revoked. Cancellation of the Benefit (caused by a transfer out of a Designated Fund or a Purchase Payment allocation to a non-Designated Fund) will not terminate the charge, until the 7th Account Anniversary. Any time after your 7th Account Anniversary, you may revoke Secured Returns 2. Once revoked, Secured Returns 2 may not be reinstated. After Secured Returns 2 has been revoked, all benefits and charges will end.

Transfers among the Designated Funds are permitted as described under “Transfer Privilege” in the prospectus to which this Appendix is attached. If however you transfer some or all of your Account Value out of the Designated Fund into another investment option offered under your Contract, Secured Returns 2 will be automatically cancelled. Likewise, if you allocate one or more subsequent Purchase Payments to an investment option other than one of the Designated Funds, Secured Returns 2 will be cancelled. Once the Benefit has been cancelled, it cannot be reinstated. After the cancellation of the Benefit, you will continue to pay the annual charge for the Benefit until your 7th Account Anniversary.

If you elect Secured Returns 2, you may choose to receive your Benefit under one of two plans: the Guaranteed Minimum Accumulation Benefit (“AB”) Plan or the Guaranteed Minimum Withdrawal Benefit (“WB”) Plan.

If you elect Secured Returns 2, you are automatically enrolled in the AB Plan. After your first Account Anniversary, you may elect instead to receive your Benefit under the WB Plan, provided that you make the election prior to the earliest of your 81st birthday, the date you annuitize, and the date your AB Plan matures. Once you elect to participate in the WB Plan, you may not change your election to the AB Plan. If you do not specifically elect the WB Plan, you will be deemed to have elected to remain in the AB Plan.

All withdrawals under Secured Returns 2 are subject to withdrawal charges if they are in excess of the annual free withdrawal amount. (See “Free Withdrawal Amount” under “Withdrawal Charge” in the prospectus to which this

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Appendix is attached.) In addition, if you have elected Secured Returns 2, but have not yet elected to participate in the WB Plan, any withdrawals you make will reduce your Guaranteed Living Benefit Amount (“GLB amount”) proportionally to the amount of Account Value withdrawn. For examples showing how withdrawals affect your benefits under Secured Returns 2, see Examples 6, 7, 8, 9 and 11 in this Appendix.

Under the terms of the Guaranteed Minimum Accumulation Benefit (“AB”) Plan, on your 10th Account Anniversary, we will credit your Account Value with any excess of your GLB amount over your Account Value after the application of any other Contract transactions. Any such amount will be allocated to the Designated Fund in which you are invested at that time. Your GLB amount is equal to the sum of 100% of your initial Purchase Payment plus a specified percentage of any subsequent Purchase Payments, adjusted in amount for partial withdrawals. One or more subsequent Purchase Payments during the 10-year period will not restart the 10-year period. For each subsequent Purchase Payment after the second Account Anniversary, we will increase the GLB amount by less than 100% of the Purchase Payment depending upon the Account Year in which it was made, as follows:

Account Year in which Purchase Payment was made	Percentage guaranteed
1 - 2	100%
3 - 5	85%
6 - 8	70%
9 - 10	60%

For examples of how we calculate benefits under the AB Plan, see Examples 1, 2, and 3 in this Appendix. Note that the timing and amount of subsequent Purchase Payments may affect the total Secured Returns 2 Benefit. In particular, it may be disadvantageous for you to make Purchase Payments that increase the GLB amount by less than 100% of the payment.

If your Contract remains in the AB Plan until it “matures” on the later of your 10th Account Anniversary or 10 years from your most recent Step-Up Date, and the Account Value is greater than or equal to the GLB amount on the “maturity date,” then we will refund the charges you have paid for Secured Returns 2 (“Refund Amount”) by crediting the Refund Amount to your Account Value. The Refund Amount will be allocated to the Designated Fund in which you are invested on such “maturity date.” No refund of Secured Returns 2 charges will be made if you change from the AB Plan to the WB Plan.

To calculate the GLB amount after a partial withdrawal under the AB Plan, we multiply the GLB amount immediately before the withdrawal by the ratio of the Account Value immediately after the withdrawal to the Account Value immediately before the withdrawal. (See Examples 6 and 9 in this Appendix.)

If you die while participating in the AB Plan, all benefits and charges under Secured Returns 2 will automatically terminate when we receive Due Proof of Death, unless your surviving spouse is the sole Beneficiary. In that case, your surviving spouse may elect to continue the Contract. If such election is made, the same Secured Returns 2 Benefit will apply. Your surviving spouse can elect the WB Plan at any time prior to the earliest of annuitization, the surviving spouse’s 81st birthday, and the date the AB Plan is scheduled to “mature”. If your surviving spouse does not elect the WB Plan, the AB Plan will continue on the same terms, for your surviving spouse, even though the Account Value may have been enhanced under the provisions of the death benefit. (See “Spousal Continuance” under “DEATH BENEFIT” in the prospectus to which this Appendix is attached.) In all cases, the GLB amount will not reset upon your death, but the charges under Secured Returns 2 will be assessed against the enhanced Account Value.

If the Contract is not continued by your surviving spouse following your death while participating in the AB Plan, your Beneficiary may elect any available option under the Death Benefit provisions of the Contract.

Under the terms of the Guaranteed Minimum Withdrawal Benefit (“WB”) Plan, you may withdraw up to a set dollar amount from your Account Value each year during which the WB Plan is in effect, until your remaining GLB amount equals zero. Once the remaining GLB amount is reduced to zero, the Secured Returns 2 Benefit will expire and

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no new Purchase Payments will be accepted into the WB Plan. This set dollar amount, or “maximum WB amount,” is equal to 7% of the remaining GLB amount on the date you elect to participate in the WB Plan. You are not required to make any withdrawals after you have elected the WB Plan; however, if you withdraw more than the maximum WB amount in any Account Year, your remaining GLB amount and future guaranteed withdrawals will be reduced in the manner discussed further below. You should be aware that a withdrawal in excess of the maximum WB amount might significantly reduce your Secured Returns 2 Benefits if your Account Value is less than your remaining GLB amount. In all cases, the value you will receive upon a full withdrawal, or “surrender” of your Contract, will be your Contract’s Surrender Value and not the remaining GLB amount. Provided any remaining GLB amount is not reduced to zero, any subsequent Purchase Payment made after you have elected the WB Plan, and before your fourth Account Anniversary, will increase your remaining GLB amount by 100% of such subsequent Purchase Payment. Your maximum WB amount will increase by 7% of such subsequent Purchase Payment. After your fourth Account Anniversary, you may not make any additional Purchase Payments unless your WB Plan has expired.

Once you have elected to participate in the WB Plan, withdrawals of no more than the maximum WB amount will reduce the remaining GLB amount dollar for dollar. If you are participating in the WB Plan and you withdraw, in any one Account Year, more than the current maximum WB amount, the remaining GLB amount will be reduced to equal the lesser of:

(a) your previous remaining GLB amount reduced dollar for dollar by the amount of the withdrawal, or

(b) your Account Value.

If (b), above, is less than (a), then your maximum WB amount will be reduced so that the new remaining GLB amount will expire on the same date it would have had the maximum WB amount been withdrawn every year thereafter. (See Example 7 in this Appendix.)

The maximum WB amount is not cumulative. That is to say, if you withdraw less than the maximum WB amount in any one Account Year, you cannot add that unused portion to withdrawals made in future years to exceed the maximum WB amount.

Under the WB Plan, your Secured Returns 2 benefits will continue until your remaining GLB amount is reduced to zero, even if your Account Value drops to zero. If your Account Value drops to zero, no subsequent Purchase Payment will be accepted and no death benefit will be payable. We will however, continue to pay the maximum WB amount each Account Year while you are alive until your remaining GLB amount has been reduced to zero.

For examples of how we calculate benefits under the WB Plan, see Examples 4 and 5 in this Appendix.

If you die while participating in the WB Plan and your surviving spouse, as the sole Beneficiary, elects to continue the Contract, Secured Returns 2 will continue on the same terms, for your surviving spouse, even though the Account Value may have been enhanced under the provisions of the death benefit. (See “Spousal Continuance” under “DEATH BENEFIT” in the Prospectus to which this Appendix is attached.) In such case, the remaining GLB amount will not reset upon your death, but the charges under Secured Returns 2 will be assessed against the enhanced Account Value. In all other situations, the Beneficiary may elect to exercise any of the available options under the Death Benefit provisions of the Contract, or in the alternative, to receive the maximum WB amount on an annual basis until the remaining GLB amount has been reduced to zero (if the Contract is a Qualified Contract, and the Beneficiary is not your surviving spouse, or otherwise exempted under Federal Tax Laws, the GLB amount must be fully distributed by December 31st of the tenth year after your death.)

After your fifth Account Anniversary, you may elect to increase (“step-up”) your GLB amount or remaining GLB amount to your then current Account Value. Currently, this step-up election may be made on any day after your fifth Account Anniversary. (We reserve the right to require step-up elections to occur only within 30 days following the fifth or any subsequent Account Anniversary.) On the day we receive your step-up election notice in Good Order (the “Step-Up Date”), we will increase your GLB or remaining GLB amount to an amount equal to your Account Value on the Step-Up Date. If you elect to step-up your GLB or remaining GLB amount, at least 5 full years from the Step-Up Date must pass before you can elect another step-up. You can only elect to step-up the GLB or remaining GLB amount if the current Account Value is greater than the current GLB or remaining GLB amount. If you are in the AB Plan, you must be less than age 85 on the Step-Up Date. If you are in the WB Plan, you must be less than age 81 on the Step-Up Date.

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Following your step-up election, the rider fee may be changed to an amount that may be higher than your current Secured Returns 2 fee as discussed above. The rider fee after the step-up will be set by us, based upon current market conditions at the time of the step-up. Significant changes in stock market prices, interest rate fluctuations, and competitive industry trends are among the market conditions we consider in whether to change the fee.

If you are participating in the AB Plan and you elect to step-up your GLB amount, the term of your benefit under the AB Plan will change. Without a step-up, your benefit under the AB Plan will “mature” on the 10th Account Anniversary (the date we credit your Account with any excess of your GLB amount over your Account Value or refund your Secured Returns 2 rider charges). After you make a step-up election, your benefit under the AB Plan will mature 10 years from the Step-Up Date. (See Example 2 in this Appendix.)

If you have been receiving benefits under the WB Plan, a step-up may change your “maximum WB amount.” After the step up, your “maximum WB amount” will become the greater of the current “maximum WB amount” and 7% of your new remaining GLB amount. Note that, if you step-up in a particular Account Year, any withdrawals previously made in that Account Year are applied against your new “maximum WB amount.” (See Example 8 in this Appendix.)

At the time of a step-up, if your benefit is under the AB Plan, you can still change to the WB Plan at a later date, subject to the applicable age restrictions described above.

Because Purchase Payments, under the WB Plan, are not allowed after your fourth Account Anniversary, you must be participating in the AB Plan to make any subsequent Purchase Payments after a Step-Up. After your step-up election, any subsequent Purchase Payment will increase the GLB amount under your AB Plan by a specified percentage of the subsequent Purchase Payment. The percentage guaranteed depends upon “Step-Up Year” in which the Payment was made. (A “Step-Up Year” is the 365-day period (366, if a leap year) commencing on your Step-Up Date.) The example below illustrates how we determine the percentage guaranteed after a subsequent Purchase Payment:

Assume you purchased a Contract on July 1, 2005, and elected to step-up your Contract on October 1, 2010. Under the AB Plan that you have elected, your benefit matures on October 1, 2020. For any subsequent Purchase Payments you make, your GLB amount will increase by the following percentages:

Step-Up Year	Payments Made Between	Percentage Guaranteed
1	10/02/10 - 10/01/11	100%
2	10/02/11 - 10/01/12	100%
3	10/02/12 - 10/01/13	85%
4	10/02/13 - 10/01/14	85%
5	10/02/14 - 10/01/15	85%
6	10/02/15 - 10/01/16	70%
7	10/02/16 - 10/01/17	70%
8	10/02/17 - 10/01/18	70%
9	10/02/18 - 10/01/19	60%
10	10/02/19 - 10/01/20	60%

Thus, a subsequent Purchase Payment made on October 2, 2015, will provide only a 70% guarantee whereas a subsequent Purchase Payment made on October 1, 2015, will provide an 85% guarantee. (See Example 10 in this Appendix.) It may be disadvantageous for you to make any such Purchase Payments that increase the GLB amount by less than 100% of the payment.

Certain state and federal income tax provisions may be important to you in connection with a living benefit, such as Secured Returns 2. When you elect to participate in the WB Plan, we will inform you that you may withdraw annual amounts up to your Yearly RMD Amount without reducing your guaranteed withdrawal benefit. To assist you in complying with the RMD requirements, each year, we will notify you in early January of your calculated Yearly RMD Amount and inform you that you may withdraw annual amounts up to your Yearly RMD Amount without reducing your guaranteed withdrawal benefit.

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In the event that your Yearly RMD Amount attributable to your Contract is greater than the maximum withdrawal amount permitted each year under the WB Plan, we are currently waiving withdrawal provisions under Secured Returns 2 as follows. If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in the WB Plan, we reduce your Account Value and your remaining GLB amount, dollar for dollar, by the amount of the withdrawal. We will not, however, penalize you if the current Federal Tax Laws require you to withdraw from your Contract an amount greater than either your Maximum WB Amount. In other words, we will not reduce your remaining GLB amount if a Yearly RMD Amount exceeds either your Maximum WB Amount, provided that:

• you withdraw your Qualified Contract’s first Yearly RMD Amount in the calendar year you attain age 72 rather than postponing the withdrawal of that Amount until the first quarter of the next calendar year, and

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

If there is any change to the current Code or IRS rules governing the timing or determination of RMD amounts (including, but not limited to, amendments to the current IRS regulations or the issuance of IRS guidance), then we reserve the right to reduce the remaining GLB amount per the terms of the rider regarding excess withdrawals, when a Yearly RMD Amount withdrawn from your Contract exceeds your Maximum WB Amount. Notice will be given to Contract Owners before we exercise this right.

If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in the AB Plan, we reduce your Account Value by the amount of the withdrawal and your GLB amount proportionally.

For a further discussion of some of these provisions, please refer to “Impact of Optional Death Benefits and Optional Living Benefits” under “TAX PROVISIONS” in the prospectus to which this Appendix is attached.

ALL OF THE FOLLOWING EXAMPLES ARE BASED UPON THE ASSUMPTION YOU ELECTED SECURED RETURNS 2 ON JANUARY 1, 2005 WITH AN INITIAL PURCHASE PAYMENT OF $100,000. YOUR INITIAL GLB AMOUNT EQUALS YOUR PURCHASE PAYMENT AMOUNT OF $100,000.

EXAMPLE 1: Low investment performance; no WB election.

• Assume that you did not elect the WB plan at any time and that your Designated Fund had low investment performance. Since your Account Value was below the GLB amount of $100,000 from January 1, 2010 through January 1, 2015, the step-up feature is not available.

• Assume that on January 1, 2015, your Account Value is $85,000. Assume that your total rider charges to date are $4,625.

• Since your Account Value is less than your GLB amount by $15,000, an amount equal to $15,000 will be deposited into your Contract ($100,000 - $85,000).

EXAMPLE 2: Low investment performance; no WB election; step-up elected.

• Assume that you did not elect the WB plan at any time and that your Designated Fund had low investment performance. However, assume that your Account Value was $150,000 on January 1, 2010. Since this amount is greater than your GLB amount, you may step-up to a new 10 year period, with a new GLB amount of $150,000. Assume that you do elect to step-up.

• Your new GMAB rider maturity date is now January 1, 2020 (ten years after the date of the step-up). Assume that on January 1, 2020, your Account Value is $130,000. Assume that your total rider charges to date are $10,125.

• Since your Account Value is lower than your stepped-up GLB by $20,000, an amount equal to $20,000 will be deposited into your Contract ($150,000 - $130,000).

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EXAMPLE 3: High investment performance; no WB election; refund applies.

• Assume that you did not elect the WB plan at any time and that your Designated Fund had high investment performance. Assume that your Account Value was $150,000 on January 1, 2010. Since this amount is greater than your GLB amount, you may step-up to a new 10-year period, with a new GLB amount of $150,000. Assume that you do not elect to step-up.

• Assume that on January 1, 2015, your Account Value is $200,000. Assume that your total rider charges to date are $7,500.

• Because your Account Value is greater than the GLB amount of $100,000, your account will be credited with the amount of your rider charges, increasing your Account Value to $207,500.

EXAMPLE 4: Low investment performance; WB election.

• Assume that you elect the WB plan at the beginning of the second Account Year and then choose to systematically withdraw the maximum WB amount (i.e., 7% of the $100,000 remaining GLB amount, or $7,000).

• On December 31, 2006, your remaining GLB amount will be $93,000. Assume that, on this date, your Account Value is $91,000.

• On December 31, 2007, your remaining GLB amount will be $86,000. Assume that, on this date, your Account Value is $80,000. The $7,000 withdrawals continue for seven more years. Assume that from January 1, 2010 through December 31, 2014, your Account Value is less than your remaining GLB amount. Therefore, the step-up feature is not available.

• On December 31, 2014, your remaining GLB amount will be $37,000. Assume that, on this date, your Account Value is $0.

• These withdrawals of $7,000 continue until the remaining GLB amount runs out in year 2020. At that time, Secured Returns 2 terminates.

EXAMPLE 5: High investment performance; WB election; step-up elected.

• Assume that you elect the WB plan at the beginning of the second Account Year and then choose to systematically withdraw the maximum WB amount (i.e., 7% of the $100,000 remaining GLB amount, or $7,000).

• On December 31, 2006, your remaining GLB amount will be $93,000. Assume that, on this date, your Account Value is $95,000.

• On December 31, 2007, your remaining GLB amount will be $86,000. Assume that, on this date, your Account Value is $90,000. The $7,000 withdrawals continue for two more years. Assume that on January 1, 2010, your Account Value is $80,000 and your remaining GLB amount is $72,000. Since your Account Value is greater than your remaining GLB amount, you may step-up your remaining GLB amount to $80,000. Assume you elect to step-up. Your maximum WB amount is calculated as 7% of $80,000 = $5,600. However, since this is less than your current maximum WB amount of $7,000, your maximum WB amount will remain at $7,000.

• Assume you continue to withdraw $7,000 per year for four more years. On December 31, 2013, your remaining GLB amount will be $52,000. Assume that, on this date, your Account Value is $56,000.

• These $7,000 withdrawals continue. On December 31, 2020, the remaining GLB amount equals $3,000. Assume that, on this date, your Account Value equals $20,000.

• Assume that you withdraw $3,000 on February 12, 2021. At this time, the remaining GLB amount is reduced to zero and Secured Returns 2 terminates and the annual fee stops. However, because there is a remaining Account Value, the Contract continues.

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EXAMPLE 6: Withdrawals under the AB Plan; low investment performance.

• Assume that you did not elect the WB plan at any time.

• Assume that on January 1, 2006, you withdraw 10% of your Account Value of $110,000 (or $11,000). Your Account Value is now $99,000.

• On January 1, 2006, your GLB amount will be reset to $90,000 (the previous GLB amount reduced proportional to the amount of Account Value withdrawn).

• Assume you make no more withdrawals or Purchase Payments and that your Account Value on January 1, 2015 is $87,000. Assume that your total rider charges to date are $4,710.

• Since your Account Value is less than your GLB amount by $3,000, an amount equal to $3,000 will be deposited into your Contract ($90,000 - $87,000).

EXAMPLE 7: Withdrawals under the WB Plan; low investment performance.

• Assume that you elect the WB plan at the beginning of your second Account Year. The maximum WB amount would be $7,000 (i.e., 7% of the $100,000 remaining GLB amount). However, assume no withdrawals are made. On July 1, 2006, assume that your Account Value is $95,000. The remaining GLB amount is still $100,000, and the maximum WB amount is still $7,000.

• Assume that you make a withdrawal of $5,000 on September 3, 2006. Your remaining GLB amount is now $95,000. Assume that your Account Value is now $88,000.

• Assume that you make another withdrawal of $5,000 on April 5, 2007. This is now a new Account Year, so the maximum WB amount has not been exceeded yet. Your remaining GLB amount is now $90,000. Assume that your Account Value is now $80,000.

• Assume that you make another withdrawal of $5,000 on September 18, 2007. Your total withdrawals in the current Account Year are now $10,000 and exceed the WB maximum of $7,000. Assume that your Account Value is $79,000 just before the withdrawal and $74,000 just after the withdrawal.

• Because your withdrawals exceeded the maximum WB amount, your remaining GLB amount is reduced to the lesser of your previous remaining GLB amount reduced dollar for dollar for the withdrawal ($90,000 - $5,000), and your current Account Value ($74,000). Therefore, your new remaining GLB amount is $74,000. Your maximum WB amount is reduced so that the date on which the remaining GLB expires will be the same date it would have expired had the maximum WB been withdrawn every year (i.e., ($90,000 - $2,000) ÷ $7,000 = 12.57 years). Thus the new maximum WB amount becomes $5,887 ($74,000 ÷ 12.57).

EXAMPLE 8: Withdrawals under the WB Plan; high investment performance; step-up elected.

• Assume that you elect the WB plan at the beginning of your second Account Year. The maximum WB amount would be $7,000 (i.e., 7% of the $100,000 remaining GLB amount). However, assume you make no withdrawals. On February 1, 2010, assume that your Account Value is $124,000. Since your Account Value is greater than your remaining GLB amount, you may step-up your remaining GLB amount to $124,000. Assume that you do not step-up. Your remaining GLB amount is still $100,000, and the maximum WB amount is still $7,000.

• Assume that on March 3, 2010, your Account Value is now $125,000. You now make a withdrawal of $5,000. Your remaining GLB amount is now $95,000. Your Account Value is now $120,000. Since your Account Value is greater than your remaining GLB amount, you may step-up your remaining GLB amount to $120,000. Assume that you do step-up. Your maximum WB amount is calculated as 7% of $120,000 = $8,400. Since this is greater than your current maximum WB amount of $7,000, your maximum WB amount increases to $8,400.

• Assume that you wish to make another withdrawal on October 5, 2010. Because you have already withdrawn $5,000 in the current Account Year, you can withdraw $3,400 ($8,400 - $5,000) without exceeding your WB maximum. Assume that you withdraw this $3,400. Your remaining GLB amount is now $116,600 ($120,000 - $3,400). Assume that your Account Value is now $118,000.

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• On January 2, 2011 you begin a new Account Year. Therefore, you can withdraw $8,400 in this new Account Year without exceeding your WB maximum. Assume that you do withdraw $8,400 in this Account Year. On December 31, 2011, the remaining GLB amount equals $108,200. Assume that, on this date, your Account Value equals $110,000.

• Assume that you continue to withdraw $8,400 each Account Year. On December 31, 2023, the remaining GLB amount equals $7,400. Assume that, on this date, your Account Value equals $30,000.

• Assume that you withdraw $7,400 on March 12, 2024. At that time, the remaining GLB amount is reduced to zero and Secured Returns 2 terminates and the annual fee stops. However, because there is a remaining Account Value, the Contract continues.

EXAMPLE 9: Withdrawals with Subsequent Purchase Payments under the AB Plan; low investment performance.

• Assume that you did not elect the WB Plan at any time.

• On June 1, 2010, you make an additional $80,000 Purchase Payment.

• On June 1, 2010, your GLB amount is $168,000 [$100,000 + ($80,000 x 85%)].

• Assume that, on June 1, 2011, you withdraw $40,000 and that your Account Value is $240,000 at this time. After the withdrawal, your Account Value is $200,000.

• On June 1, 2011, your GLB amount is reset to $140,000. This equals the previous remaining GLB amount reduced proportional to the amount of Account Value withdrawn, or $168,000 x [1 - (40,000 ÷ 240,000)].

• Assume you make no more withdrawals or Purchase Payments and that your Account Value on January 1, 2015, is $125,000. Assume that your total rider charges to date are $6,670.

• Since your Account Value is less than your GLB amount by $15,000, an amount equal to $15,000 will be deposited into your Contract ($140,000 - $125,000).

EXAMPLE 10: Step-up and Subsequent Purchase Payments under the AB Plan; high investment performance; step-up elected; refund applies.

• Assume that you did not elect the WB Plan at any time and that your Designated Fund had high investment performance. Assume that your Account Value is $150,000 on January 1, 2010. Since this amount is greater than your GLB amount, you may step-up to a new 10-year period, with a new GLB amount of $150,000. Assume that you do elect to step-up.

• On June 1, 2011, you make an additional $80,000 Purchase Payment.

• On June 1, 2011, your GLB amount is $230,000 [$150,000 + ($80,000 x 100%)]. Since it has only been one year since the step-up was elected, the GLB amount is increased by 100% of the new Purchase Payment amount.

• Your new AB Plan maturity date is now January 1, 2020 (ten years after the date of the step-up). Assume that on January 1, 2020 your Account Value is $280,000. Assume that your total rider charges to date are $15,130.

• Because your Account Value is greater than the GLB amount of $230,000, your account will be credited with the amount of your rider charges, increasing your Account Value to $295,130.

EXAMPLE 11: Withdrawals with Subsequent Purchase Payments under the WB Plan.

• Assume that you elect the WB plan at the beginning of the second Account Year and then choose to systematically withdraw the maximum WB amount (i.e., 7% of the $100,000 remaining GLB amount or $7,000).

• On January 1, 2007, your remaining GLB amount will be $93,000. Assume that, on this date, your Account Value is $91,000.

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• On January 6, 2007, you make an additional Purchase Payment of $50,000.

• Your remaining GLB amount is reset to $143,000 ($93,000 + $50,000).

• Your maximum WB amount is reset to $10,500 [$7,000 + (7% x $50,000)].

• Assume you increase your annual withdrawals to equal the maximum WB amount of $10,500.

• On January 1, 2008, your remaining GLB amount is $132,500 ($143,000 - $10,500). Assume that you make no additional Purchase Payments and the maximum WB amount is withdrawn annually.

• Assume that on January 1, 2016, your Account Value is $0. Your remaining GLB amount will be $48,500 [$132,500 - ($10,500 x 8 years)]. Withdrawals of $10,500 will continue until the remaining GLB amount runs out in year 2020. At that time, the Secured Returns 2 terminates.

EXAMPLE 12: Calculation of explicit rider charges.

• Assume that you did not elect the WB plan at any time. Assume that your Account Value increases at an annual rate of 5% per year throughout the first ten years. Also assume that you do not elect to step-up at any time.

• On March 31, 2005, your Account Value before the charge for Secured Returns 2 is taken is $101,196.79. The charge deducted on March 31, 2005 is $126.50 ($101,196.79 x .00125). Therefore, your ending Account Value on March 31, 2005 is $101,070.29 ($101,196.79 - $126.50).

• On June 30, 2005, your Account Value before the charge for Secured Returns 2 is taken is $102,307.23. The fee deducted on June 30, 2005 is $127.88 ($102,307.23 x .00125). Therefore, your ending Account Value on June 30, 2005 is $102,179.35 ($102,307.23 - $127.88).

• On September 30, 2005, your Account Value before the charge for Secured Returns 2 is taken is $103,443.69. The fee deducted on September 30, 2005 is $129.30 ($103,443.69 x .00125). Therefore, your ending Account Value on September 30, 2005 is $103,314.39 ($103,443.69 - $129.30).

• This pattern continues until the maturity date for your Benefit of January 1, 2015. On that date, your Account will be credited with a payment. If your current Account Value is less than your current GLB amount, then your Account will be credited with the difference between these two amounts. If your current Account Value is greater than your current GLB amount, then your Account will be credited with the sum of all of Secured Returns 2 charges that have been made. Note that if Secured Returns 2 was revoked or cancelled before the maturity date for your Benefit of January 1, 2015, then no Secured Returns 2 credit will be made to your Account.

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APPENDIX H - SECURED RETURNS FOR LIFE PLUS^SM

The optional living benefit known as Secured Returns for Life Plus (“Secured Returns for Life Plus,” “Benefit,” or “the rider”) was available for Contracts purchased on or after April 11, 2006, and prior to February 17, 2009. The following information applies to your Contract if you elected to participate in Secured Returns for Life Plus. Secured Returns for Life Plus is no longer available for sale on new Contracts. Since we are no longer offering Secured Returns for Life Plus to new Owners, renewals are no longer available.

Secured Returns for Life Plus provides a guarantee of a return of your initial Purchase Payment (adjusted for subsequent Purchase Payments and withdrawals), during the accumulation period regardless of the investment performance of the Designated Funds, provided that you comply with certain requirements. The amount guaranteed can be greater than or less than your Account Value. The guaranteed amount can be paid out under a Guaranteed Minimum Accumulation Benefit (“AB”) Plan, which provides for a return of your guaranteed amount on the AB Plan Maturity Date, or a Guaranteed Minimum Withdrawal Benefit (“WB”) Plan, which provides for a return of your guaranteed amount through periodic withdrawals or, if you meet certain conditions, payments for life. (You should note that the Benefit does not, in all cases, guarantee payments “for Life.” Certain actions you take may reduce, and even terminate, your Benefit, including reducing your Account Value to zero and thereby terminating your Contract without value.)

In addition, Secured Returns for Life Plus includes a bonus feature (called the “Plus 5 Program”) that may increase the guaranteed amount under the WB Plan provided no withdrawals are taken during an Account Year. These bonuses will not increase your guaranteed amount under the AB Plan. We will, however, keep track of any bonuses while you are in the AB Plan and apply them to the WB Plan, if and when you transfer into the WB Plan. The bonuses under the Plus 5 Program are discussed further in this Appendix under “Plus 5 Program.”

We use the following definitions to describe how Secured Returns for Life Plus works:

AB Plan Maturity Date: The date when the AB Plan matures. If you are younger than 85 on the Issue Date, your AB Plan Maturity Date is the later of your 10th Account Anniversary or 10 years from the date of your last step-up. (See “Step-Up.”) If you are 85 on the Issue Date, your AB Plan Maturity Date is your Maximum Annuity Commencement Date.

Plus 5 Period: The period of time equal in length to the first 10 Account Years; or, if less than 10 years, the period of time up to the Account Year in which the oldest Participant attains age 80.

Bonus Base: An amount that is equal to the initial Purchase Payment on the date the Contract is issued, and later is adjusted for any subsequent Purchase Payments, step-ups, and partial withdrawals made during the Plus 5 Period.

Guaranteed Living Benefit Amount (the “GLB amount”): The minimum amount guaranteed under the Contract while you are participating in the AB Plan. The GLB amount is initially equal to your initial Purchase Payment, which is adjusted for any subsequent Purchase Payments, step-ups, and partial withdrawals. The GLB amount is also used to set the RGLB amount on the date you elect the WB Plan.

Remaining Guaranteed Living Benefit Amount (the “RGLB amount”): The minimum amount guaranteed if you elected the WB Plan. The RGLB amount equals the GLB amount plus any accrued bonus amount on the date you choose to participate in the WB Plan. This amount will be adjusted for subsequent Purchase Payments, step-ups, bonus amounts, and partial withdrawals.

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Guaranteed Living Benefit Base (the “GLB Base”): A value equal to the RGLB amount on the date you elect to participate in the WB Plan. The GLB Base is adjusted later for any subsequent Purchase Payments, step-ups, bonus amounts, and partial withdrawals. The GLB Base is used to establish the Maximum WB Amount.

Lifetime Income Base: A value equal to the RGLB amount on the WB Plan election date, if you are age 60 or older on said date. A value equal to the RGLB amount on the Account Anniversary on or immediately following your 59th birthday, if you are less than age 60 on the WB Plan election date. The Lifetime Income Base is adjusted later for any subsequent Purchase Payments, step-ups, bonus amounts, and partial withdrawals. The Lifetime Income Base is used to establish the Maximum WB for Life Amount.

Maximum WB Amount: The maximum guaranteed amount available for annual withdrawal until your RGLB amount has been reduced to zero. The annual Maximum WB Amount is equal to 5% of the GLB Base.

Maximum WB For Life Amount: The maximum guaranteed amount available for annual withdrawal during your lifetime. The Maximum WB for Life Amount is equal to 4% or 5% of the current Lifetime Income Base depending upon the age of the Participant on the date of the first withdrawal under the WB Plan or most recent Step-Up Date. If your Contract is co-owned, the age of the oldest Participant will be used to determine the Maximum WB for Life Amount. (You should be aware that the Maximum WB for Life Amount is not a guaranteed amount. Certain actions you take could reduce the value of your Maximum WB for Life Amount to zero.)

You and Your: Under this optional living benefit, the terms “you” and “your” refer to the oldest Participant or the surviving spouse of the oldest Participant as described under “Death of Participant Under the AB Plan” and “Death of Participant Under the WB Plan.” In the case of a non-natural Participant, these terms refer to the oldest Annuitant.

We also use the following acronyms when discussing the features of Secured Returns for Life Plus:

WB Plan Guaranteed Minimum Withdrawal Benefit Plan

AB Plan Guaranteed Minimum Accumulation Benefit Plan

GLB Amount Guaranteed Living Benefit Amount

RGLB Amount Remaining Guaranteed Living Benefit Amount

Maximum WB Amount Maximum Guaranteed Minimum Withdrawal Benefit Amount

Maximum WB for Life Amount Maximum Guaranteed Minimum Withdrawal Benefit for Life Amount

To participate in Secured Returns for Life Plus, all of your Account Value must be invested in a Designated Fund at all times during the term of the plan: a 10-year period under the AB Plan or, if you elected the WB Plan, until the RGLB amount is reduced to zero and the Lifetime Income Base is zero. The only Funds, dollar-cost averaging program options, and asset allocation models that currently qualify as Designated Funds are listed in the section entitled “DESIGNATED FUNDS” in the prospectus to which this Appendix is attached.

When you elected to participate in Secured Returns for Life Plus, you are automatically enrolled in the AB Plan. At any time, you may elect instead to receive your benefits under the WB Plan, provided that you make the election

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prior to the earliest of the date your AB Plan matures, the Contract’s Maximum Annuity Commencement Date, and the date you annuitize. Once you elect to participate in the WB Plan, you may not change your election to the AB Plan. If you do not specifically elect the WB Plan, you will be deemed to have elected to remain in the AB Plan.

Guaranteed Minimum Accumulation Benefit (“AB”) Plan

Under its terms, the AB Plan matures on the AB Plan Maturity Date. On that date, we will credit your Account Value with any excess of your GLB amount over your Account Value after adjusting for any Contract charges or credits. Any such amount will be allocated to the Designated Fund in which you are invested at that time.

Your GLB amount and your Bonus Base are equal to the sum of 100% of your initial Purchase Payment plus a specified percentage of any subsequent Purchase Payments, adjusted in amount for step-ups (described in this Appendix under “Step-Up”) and partial withdrawals. If you make one or more subsequent Purchase Payments during the 10-year period, the period will not restart. Rather, the percentage of guaranteed return for each subsequent Purchase Payment after the second Account Anniversary will be reduced depending upon the Account Year in which it was made, as follows:

Account Year in which Purchase Payment was made	Percentage added to the GLB amount and to the Bonus Base
1 - 2	100%
3 - 5	85%
6 - 8	70%
9 - 10	60%

Note that the timing and amount of subsequent Purchase Payments and withdrawals may significantly affect the total Secured Returns for Life Plus Benefit. In particular, Purchase Payments made after the second Account Year may significantly reduce the value of this Benefit to you.

If your Account Value is greater than your GLB amount on the AB Plan Maturity Date, we will credit your Account Value with an amount equal to the charges you paid for Secured Returns for Life Plus. (See “Refund of Secured Returns for Life Plus Charges Under the AB Plan” in this Appendix.) For examples of how we calculate benefits under the AB Plan, see Examples 1 and 2 in this Appendix.

Guaranteed Minimum Withdrawal Benefit (“WB”) Plan

Under the terms of the WB Plan, you are guaranteed a return of your RGLB amount even if your Account Value becomes zero. Each Account Year during which the WB Plan is in effect, you can withdraw up to your Maximum WB Amount until your RGLB amount has been depleted. Once the RGLB amount is reduced to zero, your GLB Base is permanently set to zero as well. However, if you exceed your Maximum WB Amount in any one Account Year, your RGLB and future guaranteed withdrawals will be reduced in the manner described in this Appendix under “Withdrawals Under Secured Returns for Life Plus.”

The WB Plan also guarantees that, if you have chosen the WB Plan and if you are age 60 or older, you can withdraw up to your Maximum WB for Life Amount every Account Year that you are alive, even if your Account Value has been depleted. If you are younger than age 60, you may withdraw up to your Maximum WB for Life Amount every Account Year after your first Account Anniversary following your 59th birthday. If you exceed your Maximum WB for Life Amount in any one Account Year, the amount of your subsequent guaranteed lifetime withdrawals will be reduced in the manner discussed in this Appendix under “Withdrawals Under Secured Returns for Life Plus.”

Your Guaranteed Living Benefit Base is also set equal to the RGLB amount on the date you elect to participate in the Guaranteed Minimum Withdrawal Benefit Plan. Your Maximum WB Amount is a set dollar amount equal to 5% of your GLB Base. On the day you elect to participate in the WB Plan, we set your RGLB amount to equal your GLB amount as described above under “Guaranteed Minimum Accumulation Benefit (“AB”) Plan” plus any accrued bonuses. This value is used to determine your Maximum WB for Life Amount as discussed further below.

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To calculate your Maximum WB for Life Amount, we must first determine your Lifetime Income Base. The Lifetime Income Base is an amount equal to the RGLB amount on:

• the date you elected to participate in the WB Plan if you are age 60 or older on that date, or

• your first Account Anniversary after your 59th birthday, if you are 59 or younger on the date you elect to participate in the WB Plan.

The Maximum WB for Life Amount will then be calculated, based upon your age on the date of the first withdrawal under the WB Plan, as follows:

Your Age on Date of First Withdrawal under  WB Plan	Maximum WB for Life Amount
65 or older	5% of the Lifetime Income Base
64 or younger	4% of the Lifetime Income Base

You are not required to make any withdrawals after you have elected the WB Plan; however, each time you make a withdrawal, we determine whether the withdrawal has exceeded the Maximum WB Amount, the Maximum WB for Life Amount, or both. If you have exceeded the Maximum WB Amount or the Maximum WB for Life Amount, we determine the new maximum amount(s) for future withdrawals. In any one Account Year, withdrawals in excess of your Maximum WB Amount or your Maximum WB for Life Amount may reduce or eliminate your future guaranteed withdrawals, possibly reducing the guaranteed minimum withdrawal benefit to an amount less than the sum of your Purchase Payments. (See “Withdrawals Under Secured Returns for Life Plus” in this Appendix.)

Provided your RGLB amount and Account Value have not been reduced to zero, any Purchase Payment made after you have elected the WB Plan, and before your fourth Account Anniversary, will increase your RGLB amount, your GLB Base, your Bonus Base, and your Lifetime Income Base each by 100% of such Purchase Payment. Therefore, your Maximum WB Amount will equal 5% of your new GLB Base. Your Maximum WB for Life Amount will equal 4% or 5% of your new Lifetime Income Base, depending upon your age on the date of your first withdrawal under the WB Plan as shown in the above chart or your most recent “Step-Up Date,” described in this Appendix under “Step-Up.” Under the WB Plan, after your fourth Account Anniversary, you may not make any additional Purchase Payments unless your Benefit under the rider has been cancelled, terminated, or revoked. After the fourth Account Anniversary, any Purchase Payments you submit while participating in the WB Plan will be returned to you.

For examples of how we calculate benefits under the WB Plan, see Examples 5 and 6 in this Appendix.

Plus 5 Program

The Plus 5 Program gives you the opportunity to increase your Secured Returns for Life Plus Benefit if you defer taking withdrawals. That is to say, if you have selected the Benefit and you do not take any withdrawals in the early Account Years, you will be able to take larger withdrawals in the later Account Years. Under Secured Returns for Life Plus, the Plus 5 Program is automatically available to you during your first 10 Account Years (the “Plus 5 Period”). However, if you are 70 or older on the Issue Date, the Plus 5 Period ends on your 80th birthday. Under the Plus 5 Program, if you do not take any withdrawals during any one or more Account Years, we will automatically calculate a bonus based upon your initial Purchase Payment (the “Bonus Base”) and adjusted for additional Purchase Payments, step-ups, and partial withdrawals. Although we calculate the amount of your bonus each year regardless of whether you are participating in the AB Plan or the WB Plan, you can benefit from any bonus amount only if you choose to participate in the WB Plan, as follows:

• Assume you are participating in the AB Plan. Under this Plan, you only have the potential for increasing the amount of your withdrawals in later Account Years. For each year you do not take a withdrawal during the Plus 5 Period, we will calculate a bonus equal to 5% of your Bonus Base and add it to an existing accrued bonus amount. The bonuses you earn will accumulate but will not increase your Account Value, your GLB amount, or any guarantee payments you receive under the AB Plan. If you choose to switch to the WB Plan,

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that potential for larger withdrawals will be realized. When you switch to the WB Plan, we will set your RGLB amount to equal your GLB amount plus any bonuses accumulated under your Contract while you were participating in the AB Plan.

• Assume you are participating in the WB Plan. Under this Plan, the potential for larger withdrawals will be realized. Each year you do not take a withdrawal during the Plus 5 Period, we will not only calculate a bonus equal to 5% of your Bonus Base, but we will add that bonus to your RGLB amount on your Account Anniversary (prior to calculating your new GLB Base or Lifetime Income Base). In this way, your withdrawals under the WB Plan will be larger in the later years than they would have been without the Plus 5 Program. Each time we add a bonus to the RGLB amount, we will also recalculate your GLB Base and Lifetime Income Base as described below.

After the addition of any bonus, your new GLB Base will be the greater of:

• your GLB Base prior to the addition of the amount of any bonus, and

• your RGLB amount after the addition of any applicable bonus.

If your age is within our age limitations, we will calculate a new Lifetime Income Base. Your new Lifetime Income Base will be equal to the greater of:

• your Lifetime Income Base prior to the addition of the bonus amount, and

• the lesser of:

• your RGLB amount after the addition of the bonus amount, and

• your previous Lifetime Income Base plus the addition of any bonus amount.

While you are participating in the AB Plan during the Plus 5 Period, any bonuses that apply to your Contract will only accumulate and will not increase your GLB amount or any guarantee payments you receive under the AB Plan. However, for each Account Year that you do not take a withdrawal during the Plus 5 Period, the bonus will be calculated and added to the existing accrued bonus amount. Before taking a withdrawal during the Plus 5 Period, you should carefully consider the negative effect this will have on your Plus 5 bonuses.

When and if you elect to participate in the WB Plan, your RGLB amount is set equal to your GLB amount plus any bonuses accumulated under your Contract while you were participating in the AB Plan. Your accrued bonus amount will then be set at zero. Any future bonus amounts, if applicable, while you are participating in the WB Plan, will be added each year, as described above.

Bonuses under the Plus 5 Program do not increase your Account Value; you can benefit from any such bonus only if you choose the WB Plan.

Cost of Secured Returns for Life Plus

Unlike other Contract charges, the charge for Secured Returns for Life Plus will not be calculated as a percentage of average daily net assets as described under “Variable Accumulation Unit Value” in the prospectus to which this Appendix is attached. Instead, the charge for the Benefit will be made as a specific deduction from the Account Value, taken on the last valuation day of the Account Quarter. The charge per year for Secured Returns for Life Plus is currently equal to 0.50% of your Account Value. The quarterly charge will be determined by multiplying the Account Value at the end of the Account Quarter by 0.125%. (See Example 18 in this Appendix.) The specific amount of the quarterly charge will be reflected on your quarterly account statement. The maximum charge you can pay for Secured Returns for Life Plus in any one Account Year is equal to 0.50% of the highest Account Value at any point in that Account Year.

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We will continue to deduct this charge until:

• you annuitize or

• under the provisions of Secured Returns for Life Plus:

• your Benefit matures;

• your Benefit is revoked (see “Revocation of Secured Returns for Life Plus” in this Appendix); or

• your RGLB amount and your Lifetime Income Base are both reduced to zero under the WB Plan.

Cancellation of the Benefit (caused by a transfer out of the Designated Fund, a Purchase Payment allocation to a non-Designated Fund, or an assignment) will not terminate the charge, until the 7th Account Anniversary. (See “Cancellation of Secured Returns for Life Plus” in this Appendix.)

Withdrawals Under Secured Returns for Life Plus

All withdrawals under Secured Returns for Life Plus are subject to withdrawal charges if they are in excess of your annual free withdrawal amount. (See “Free Withdrawal Amount” under “Withdrawal Charge” in the prospectus to which this Appendix is attached) In addition, any withdrawals you take under Secured Returns for Life Plus may reduce the value of your Benefit under the rider. Such withdrawals affect your Benefit differently depending upon whether you are participating in the AB Plan or the WB Plan. In either case, however, a withdrawal may reduce the value of the Benefit by an amount greater than the amount of the withdrawal.

Assume you are participating in the AB Plan. Any withdrawals you make will reduce the dollar value of your Benefit under this rider proportionally to the amount withdrawn. For example, after a partial withdrawal, the new GLB amount will equal

old GLB amount	X	Account Value immediately after partial withdrawal
		Account Value immediately before partial withdrawal

Therefore, on your AB Maturity Date, instead of crediting your Account Value with the full amount of your Benefit, we will reduce the amount we credit proportionally to the amount withdrawn.

You should be aware that, if your Account Value is less than the amount of your Benefit at the time a withdrawal is taken, your GLB amount will be reduced by an amount equal to or more than the amount withdrawn. Thus, withdrawals taken in a down market could severely reduce, and even terminate, your benefits under Secured Returns for Life Plus, including reducing your Account Value to zero and thereby terminating your Contract without value.

We will also proportionally reduce your Bonus Base and any accrued bonuses using a similar calculation. (See Example 3 in this Appendix.) However, as discussed in detail in this Appendix under “Plus 5 Program,” even though the Bonus Base and accrued bonuses are calculated while you are in the AB Plan, you can benefit from any bonus amount only if you choose to participate in the WB Plan.

Assume you are participating in the WB Plan and you want to receive the full amount of your guaranteed benefit over a period of years. To maximize your guaranteed benefit, you may withdraw no more than a specified amount each year. In other words, each year, you may withdraw no more than your Maximum WB Amount. Your guaranteed benefit amount (the RGLB amount) will be reduced by the amount of the withdrawal, but your Maximum WB Amount will remain unchanged. In other words, you will be able to take the same maximum amount each year until your guaranteed benefit amount is completely withdrawn.

If, however, in any one Account Year, you withdraw more than the current Maximum WB Amount, the dollar value of your guaranteed benefits will be reduced and the amount of each future annual guaranteed withdrawal will be less. You should be aware that, if you withdraw more than your Maximum WB Amount at time when your Account Value is less than the amount of your Benefit, your RGLB amount will be reduced by an amount equal to or more than the excess

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amount withdrawn. Thus, withdrawals taken in a down market could severely reduce, and even terminate, your benefits under Secured Returns for Life Plus, including reducing your Account Value to zero and thereby terminating your Contract without value.

Here is how we calculate the benefit reduction. Your new RGLB amount will be the lesser of:

• your previous RGLB amount, reduced by the amount of the withdrawal, and

• your Account Value after the withdrawal.

Your new GLB Base will be the lesser of:

• your previous GLB Base reduced by the amount of the withdrawal in excess of the Maximum WB Amount, and

• your Account Value after the withdrawal.

Your new Bonus Base will be the lesser of:

• your previous Bonus Base reduced by the amount of the withdrawal in excess of the Maximum WB Amount, and

• your Account Value after the withdrawal.

Your new Maximum WB Amount will be 5% of your new reduced GLB Base. Going forward, this will be the maximum amount that you can withdraw annually without further reducing your Benefit.

The Maximum WB Amount is not cumulative. If you withdraw less than the Maximum WB Amount in any one Account Year, you cannot add that unused portion to withdrawals made in future years to increase the Maximum WB Amount.

Assume you are participating in the WB Plan and you want to receive a guaranteed annual amount for the rest of your life. To maximize your guaranteed benefit, you may withdraw no more than a specified amount each year. Under this scenario, you may withdraw no more than your Maximum WB for Life Amount. Your guaranteed benefit amount (the RGLB amount) will be reduced by the amount of such withdrawals, but your Maximum WB for Life Amount will remain unchanged. In other words, you will be able to take the same maximum amount each year as long as you are alive, subject to the other terms and conditions described herein.

If, however, in any one Account Year, you withdraw more than the current Maximum WB for Life Amount, the dollar value of your guaranteed benefits will be reduced and the amount of each future annual guaranteed withdrawal will be less. Here is how we calculate the benefit reduction. Your new Lifetime Income Base will be the lesser of:

• your previous Lifetime Income Base reduced by the amount of the withdrawal in excess of the Maximum WB for Life Amount, and

• the Account Value after the withdrawal.

Your new Maximum WB for Life Amount will be determined based upon your age on the date of the first withdrawal under the WB Plan (or your age on the most recent “Step-Up Date,” if later) as follows:

Your Age on the later of Date of  First Withdrawal under WB Plan or Most Recent Step-Up Date	New Maximum WB for Life Amount
65 or older	5% of the new Lifetime Income Base
64 or younger	4% of the new Lifetime Income Base

The Maximum WB for Life Amount is not cumulative. That is to say, the unused portion in any Account Year cannot be applied in future years to increase the Maximum WB for Life Amount.

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In general when participating in the WB Plan, you should keep the following in mind:

• A withdrawal in excess of the Maximum WB Amount or the Maximum WB for Life Amount might reduce and even terminate your Secured Returns for Life Plus Benefits, including reducing your Account Value to zero and thereby terminating your Contract without value.

• If your Account Value drops to zero and, in the same year, you withdraw more than your Maximum WB Amount or your Maximum WB for Life Amount, your benefits under Secured Returns for Life Plus will terminate and your Contract will terminate without value.

• If your Account Value drops to zero but you did not, in the same year, withdraw more than your Maximum WB Amount or your Maximum WB for Life Amount, your benefits under Secured Returns for Life Plus will continue. However, no subsequent Purchase Payment will be accepted, no death benefit or annuity benefits will be payable, and all benefits under your Contract, except the right to continue annual withdrawals under this rider, will terminate. You will have two choices:

(1) You could choose to receive the Maximum WB for Life Amount, if any, until you die. In that case, after your death, your Beneficiary receives the Maximum WB Amount until the RGLB amount, if any, is reduced to zero (if the Contract is a Qualified Contract, and the Beneficiary is not your surviving spouse, or otherwise exempted under Federal Tax Laws, the RGLB amount must be fully distributed by December 31st of the tenth year after your death); or

(2) You (or your Beneficiary if you have died) could choose to receive the Maximum WB Amount until the RGLB amount, if any, is reduced to zero (if the Contract is a Qualified Contract, and the Beneficiary is not your surviving spouse, or otherwise exempted under Federal Tax Laws, the RGLB amount must be fully distributed by December 31st of the tenth year after your death.)

If you do not make a choice, we will default you to option 1.

For examples showing how withdrawals affect your benefits under the WB Plan, see Examples 5 through 7 and Examples 11 and 12 in this Appendix.

Annuitization Under the WB Plan

Under the WB Plan, if your Account Value is greater than zero on the Maximum Annuity Commencement Date, you may annuitize your Contract rather than receiving periodic payments under the WB plan. If no prior election to annuitize is on file with the Company, on the Maximum Annuity Commencement Date you may elect to:

• annuitize the Contract as described under “THE INCOME PHASE - ANNUITY PROVISIONS” in the prospectus to which this Appendix is attached;

• surrender your Contract;

• receive the Maximum WB Amount each year until the RGLB amount is reduced to zero; or

• receive the Maximum WB for Life Amount each year until a Participant dies and, thereafter, allow the Beneficiary to receive the Maximum WB Amount until the RGLB amount, if any, is reduced to zero (if the Contract is a Qualified Contract, and the Beneficiary is not your surviving spouse, or otherwise exempted under Federal Tax Laws, the RGLB amount must be fully distributed by December 31st of the tenth year after your death.)

Regardless of whether you elect to annuitize, surrender or receive payments under the WB plan, all other Contract benefits, including the death benefit, will terminate on the Annuity Commencement Date. If you fail to make an election, we may automatically annuitize your Contract and provide a life annuity with 120 monthly payments certain. Note that the Maximum Annuity Commencement Date permitted under this Contract is the first day of the month following the Annuitant’s 95^th birthday. See “Selection of Annuity Commencement Date” under “THE INCOME PHASE - ANNUITY PROVISIONS” in the prospectus to which this Appendix is attached.

Cancellation of Secured Returns for Life Plus

Transfers among the Designated Funds are permitted as described in the prospectus to which this Appendix is attached under “Transfer Privilege.” If, however, you transfer some or all of your Account Value out of the Designated

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Funds, the Secured Returns for Life Plus benefits will be automatically cancelled. Likewise, if you allocate one or more subsequent Purchase Payments to an investment option other than one of the Designated Funds, the Secured Returns for Life Plus benefits will be cancelled. A change of ownership of the Contract may also cancel Secured Returns for Life Plus.

Once Secured Returns for Life Plus has been cancelled, it cannot be reinstated. After cancellation of the benefits, you will continue to pay the annual charge for Secured Returns for Life Plus until your 7th Account Anniversary.

Revocation of Secured Returns for Life Plus

Any time after your 7th Account Anniversary, you may revoke Secured Returns for Life Plus. Once revoked, Secured Returns for Life Plus may not be reinstated. After Secured Returns for Life Plus has been revoked, all benefits and charges will end.

Step-Up

On or after your first Account Anniversary, you may elect to increase your guaranteed amount to your then current Account Value. Currently, this step-up election may be made on any day after your first Account Anniversary. (We reserve the right to require step-up elections to occur only within 30 days following the first or any subsequent Account Anniversary.)

If you are participating in the AB Plan, on the day we receive your step-up election notice in Good Order (the “Step-Up Date”), we will increase your GLB amount and Bonus Base to an amount equal to your Account Value on the Step-Up Date, if eligible. If you elect to step-up, at least one full year from the Step-Up Date must pass before you can elect another step-up. You can only elect to step-up if:

• your current Account Value is greater than the current GLB amount, and

• your Account Value is $5,000,000 or less on your Step-Up Date.

If you are participating in the WB Plan on the Step-Up Date, we will step up your GLB Base, your Bonus Base, your RGLB amount, and your Lifetime Income Base to an amount equal to your Account Value on the Step-Up Date, if eligible. If you elect to step-up, at least one full year from the Step-Up Date must pass before you can elect another step-up. You can only elect to step-up if:

• your current Account Value is greater than the current GLB Base and greater than the current Lifetime Income Base, and

• your Account Value is $5,000,000 or less on your Step-Up Date.

For purposes of determining the above $5,000,000 limits, we reserve the right to aggregate your Account Value with the account values of all other Delaware Life variable annuity contracts you own.

If you are in the AB Plan, your Step-Up Date must be at least 10 years prior to your Maximum Annuity Commencement Date. If you have selected an Annuity Commencement Date that is prior to the Maximum Annuity Commencement Date but is less than 10 years after your Step-Up Date, we will automatically extend your Annuity Commencement Date to equal your AB Plan Maturity Date.

Without a step-up, your benefits under the AB Plan will “mature” on the 10th Account Anniversary (the date we credit your Account with any excess of your GLB amount over your Account Value or refund your Secured Returns for Life Plus charge, i.e. the “AB Plan Maturity Date”). If you elect to step-up your GLB amount, the term of your benefits under the AB Plan will change. After you make a step-up election, your benefits under the AB Plan will mature 10 years from the Step-Up Date, unless you elect the WB Plan any time before the AB Plan matures. (See Example 4 in this Appendix.) Accrued bonus amounts after step-up under the AB Plan will be equal to the greater of:

• the accrued bonus amount before step-up less the difference between the GLB amount after and before step-up, and

• zero.

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Thus, a step-up while the AB Plan is in effect will cause a reduction in the amount of any accrued bonuses.

Following your step-up election, the rider fee will be changed to an amount equal to the Secured Returns for Life Plus fee charged on newly issued Contracts at that time. This fee may be higher than your current fee as set forth in this Appendix under “Cost of Secured Returns for Life Plus.” If we are no longer issuing new Contracts with the Secured Returns for Life Plus Rider, then the rider fee after the step-up will be set by us, based upon current market conditions at the time of the step-up. Significant changes in stock market prices, interest rate fluctuations, and competitive industry trends are among the market conditions we consider in whether to change the fee.

If you have been receiving benefits under the WB Plan, a step-up will change your Maximum WB Amount and your Maximum WB for Life Amount. Your Step-Up Date must be a date prior to your Maximum Annuity Commencement Date. After the step-up, your Maximum WB Amount will be 5% of the new GLB Base, and your Maximum WB for Life Amount will be 4% or 5% of your new Lifetime Income Base depending upon your age. If you are 65 or older on the Step-Up Date and your Maximum WB for Life Amount has been equal to 4% of your GLB Base, your Maximum WB for Life Amount will be increased to 5% of your GLB Base. Note that, if you step-up in a particular Account Year, any withdrawals previously made in that Account Year are applied against your new Maximum WB Amount and your new Maximum WB for Life Amount. (See Example 8 in this Appendix.)

If your Benefit is under the AB Plan, at the time of step-up, you can still change to the WB Plan at a later date, subject to the applicable age restrictions described in this Appendix under “Guaranteed Minimum Withdrawal Benefit (‘WB’) Plan”. (See Example 16 in this Appendix.)

Subsequent Purchase Payments After a Step-Up

Under the WB Plan, any subsequent Purchase Payment will increase, by the full amount of the payment, the RGLB amount, the GLB Base, the Bonus Base, and the Lifetime Income Base, if applicable. After your fourth Account Anniversary, if you are participating in the WB Plan, subsequent Purchase Payments are not allowed.

Under the AB Plan, after your step-up election, any subsequent Purchase Payment will increase the GLB amount and the Bonus Base under your AB Plan by a specified percentage of the subsequent Purchase Payment. The percentage guaranteed depends upon the “Step-Up Year” in which the Payment was made. (A “Step-Up Year” is the 365-day period (366, if a leap year) commencing on your Step-Up Date.) The example below illustrates how we determine the percentage guaranteed after a subsequent Purchase Payment:

Assume you purchased a Contract on July 1, 2010, and elected to step-up your Contract on October 1, 2015. Under the AB Plan that you have elected, your Benefit matures on October 1, 2025. For any subsequent Purchase Payments you make into this Contract, your GLB amount and your Bonus Base would increase by the following percentages of such Purchase Payments:

Step-Up Year	Payments Made Between	Percentage Added to the GLB amount and the  Bonus Base
1	10/02/15 - 10/01/16	100%
2	10/02/16 - 10/01/17	100%
3	10/02/17 - 10/01/18	85%
4	10/02/18 - 10/01/19	85%
5	10/02/19 - 10/01/20	85%
6	10/02/20 - 10/01/21	70%
7	10/02/21 - 10/01/22	70%
8	10/02/22 - 10/01/23	70%
9	10/02/23 - 10/01/24	60%
10	10/02/24 - 10/01/25	60%

Thus, only 70% of a subsequent Purchase Payment made on October 2, 2020 would be guaranteed, whereas 85% of a subsequent Purchase Payment made on October 1, 2020 would be guaranteed. It may be to your disadvantage to make any such Purchase Payments that increase the GLB amount by less than 100% of the payment.

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Refund of Secured Returns for Life Plus Charges Under the AB Plan

If your Contract remains in the AB Plan until the AB Plan Maturity Date, and the Account Value is greater than or equal to the GLB amount, then we will refund the charges you have paid for Secured Returns for Life Plus (“Refund Amount”) by crediting the Refund Amount to your Account Value. The Refund Amount will be allocated to the Designated Fund in which you are invested on such AB Plan Maturity Date. No refund of the Secured Returns for Life Plus charges will be made if you change from the AB Plan to the WB Plan.

Death of Participant Under the AB Plan

If any Participant dies while participating in the AB Plan, all benefits and charges under Secured Returns for Life Plus will automatically terminate when we receive Due Proof of Death, unless the surviving spouse is the sole Beneficiary and elects to continue the Contract. In that case, the surviving spouse has three options under the Contract.

(1) The spouse can automatically continue in the AB Plan even though the Account Value may have been enhanced under the provisions of the death benefit. (See “Spousal Continuance” under “DEATH BENEFIT” in the prospectus to which this Appendix is attached.) The charges under Secured Returns for Life Plus will be assessed against the enhanced Account Value. The GLB amount, however, will not be reset.

(2) The surviving spouse can elect to switch to the WB Plan; however, such election must be made prior to the earliest of annuitization, the Maximum Annuity Commencement Date, and the scheduled AB Plan Maturity Date. The same WB Plan benefits will apply, except the surviving spouse will not be entitled to receive lifetime withdrawal benefits under the original optional living benefit rider.

(3) The surviving spouse can elect to participate in a new Secured Returns for Life Plus rider on the original Contract (assuming that the rider is available to new Participants at the time of election and the surviving spouse meets certain eligibility requirements) and, thus, be eligible to receive lifetime withdrawal benefits. If the surviving spouse makes such election: (a) the rider charge will be equal to the rider charge on newly issued Contracts; (b) the GLB amount and the Bonus Base will be equal to the Account Value after the death benefit has been credited; and (c) the spouse will be enrolled in the AB Plan. If the spouse elects to switch to the WB Plan, the GLB Base and the RGLB amount will be the GLB amount on the date the spouse elected to participate in the WB Plan. The Lifetime Income Base will be the RGLB amount on:

• the date the surviving spouse elected to participate in the WB Plan, if the spouse is age 60 or older on that date, or

• the Account Anniversary after the surviving spouse reaches age 59, if the spouse is 59 or younger on the date of the WB Plan election.

If the Contract is not continued by the surviving spouse following a Participant’s death while participating in the AB Plan, the Beneficiary may elect any available option under the Death Benefit provisions of the Contract.

Death of Participant Under the WB Plan

If any Participant dies while participating in the WB Plan, the Beneficiary may elect to exercise any of the available options under the Death Benefit provisions of the Contract or, alternatively, to receive the Maximum WB Amount on an annual basis until the RGLB amount has been reduced to zero (if the Contract is a Qualified Contract, and the Beneficiary is not your surviving spouse, or otherwise exempted under Federal Tax Laws, the RGLB amount must be fully distributed by December 31st of the tenth year after your death.) If the surviving spouse is the sole Beneficiary and elects to continue the Contract, the spouse has two additional options under the Contract:

(1) The surviving spouse can automatically continue to participate in the WB Plan, but lifetime withdrawal benefits will not be available to the spouse. All other benefits under the WB Plan will continue, for the surviving spouse, even though the Account Value may have been enhanced under the provisions of the death benefit. (See “Spousal Continuance” under “DEATH BENEFIT” in the prospectus to which this Appendix is attached) The charges under Secured Returns for Life Plus will be assessed against the enhanced Account Value. The RGLB amount, however, will not be reset.

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(2) The surviving spouse can elect to participate in a new Secured Returns for Life Plus benefit on the original contract (subject to the terms and conditions described above under “Death of Participant Under the AB Plan”) and, thus, be eligible to receive lifetime withdrawal benefits.

Certain Tax Provisions

Certain state and federal income tax provisions may be important to you in connection with a living benefit, such as Secured Returns for Life Plus. When you elect to participate in the WB Plan, we will inform you that you may withdraw annual amounts up to your Yearly RMD Amount without reducing your guaranteed withdrawal benefit. To assist you in complying with the RMD requirements, each year, we will notify you in early January of your calculated Yearly RMD Amount and inform you that you may withdraw annual amounts up to your Yearly RMD Amount without reducing your guaranteed withdrawal benefit.

In the event that your Yearly RMD Amount attributable to your Contract is greater than the maximum withdrawal amount permitted each year under the WB Plan, we are currently waiving withdrawal provisions under Secured Returns for Life Plus as follows. If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in the WB Plan, we reduce your Account Value and your RGLB amount, dollar for dollar, by the amount of the withdrawal. We will not, however, penalize you if the current Federal Tax Laws require you to withdraw from your Contract an amount greater than either your Maximum WB Amount, or your Maximum WB for Life Amount. In other words, we will not reduce your GLB Base, Lifetime Income Base, or Bonus Base, if a Yearly RMD Amount exceeds either your Maximum WB Amount or your Maximum WB for Life Amount, provided that:

• you withdraw your Qualified Contract’s first Yearly RMD Amount in the calendar year you attain age 72 rather than postponing the withdrawal of that Amount until the first quarter of the next calendar year, and

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

If there is any change to the current Code or IRS rules governing the timing or determination of RMD amounts (including, but not limited to, amendments to the current IRS regulations or the issuance of IRS guidance), then we reserve the right to reduce the GLB Base, Lifetime Income Base, Bonus Base, or all of these amounts, per the terms of the rider regarding Excess Withdrawals, when a Yearly RMD Amount withdrawn from your Contract exceeds either your Maximum WB Amount or your Maximum WB for Life Amount. Notice will be given to Contract Owners before we exercise this right.

If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in the AB Plan, we reduce your Account Value by the amount of the withdrawal and your GLB amount, Bonus Base and any accrued bonus amounts proportionally (see “Withdrawals Under Secured Returns for Life Plus” in this Appendix).

For a further discussion of some of these provisions, please refer to “Impact of Optional Death Benefits and Optional Living Benefits” under “TAX PROVISIONS” in the prospectus to which this Appendix is attached.

ALL OF THE FOLLOWING EXAMPLES ARE BASED UPON THE ASSUMPTION THAT YOU ELECTED SECURED RETURNS FOR LIFE PLUS ON JANUARY 1, 2007 WITH AN INITIAL PURCHASE PAYMENT OF $100,000. YOUR INITIAL GLB AMOUNT EQUALS YOUR PURCHASE PAYMENT AMOUNT OF $100,000.

EXAMPLE 1: Calculation of Benefits under AB Plan.

• Assume that you are age 65 at issue. Assume that you elect the AB plan. Your GLB amount at issue and your Bonus Base at issue are both equal to $100,000 (your Purchase Payment amount). Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, your accrued bonus amount is $5,000, which equals 5% of the Bonus Base. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

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• Assume that you take no withdrawals in your second Account Year. Therefore, on January 1, 2009, your accrued bonus amount is $10,000, which equals $5,000 (5% of the Bonus Base) plus your previous accrued bonus amount of $5,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that you take no withdrawals in your third Account Year. Therefore, on January 1, 2010, your accrued bonus amount is $15,000, which equals $5,000 (5% of the Bonus Base) plus your previous accrued bonus amount of $10,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that you remain in the AB plan until it “matures” on January 1, 2017. Assume that you have taken no withdrawals since your contract was issued. Your accrued bonus amount is $50,000 ($5,000 per year for ten years). Since your rider has “matured” in the AB plan, the accrued bonus amount becomes $0. Assume that your Account Value on January 1, 2017 is $88,000. Since your Account Value is less than your GLB amount by $12,000, an amount equal to $12,000 will be deposited into your Contract ($100,000 - $88,000).

EXAMPLE 2: Calculation of Benefits under AB Plan with Subsequent Purchase Payments; Refund Applies.

• Assume that you are age 65 at issue. Assume that you elect the AB plan. Your GLB amount at issue and your Bonus Base at issue are both equal to $100,000 (your Purchase Payment amount). Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, your accrued bonus amount is $5,000, which equals 5% of the Bonus Base. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that you take no withdrawals in your second Account Year. Therefore, on January 1, 2009, your accrued bonus amount is $10,000, which equals $5,000 (5% of the Bonus Base) plus your previous accrued bonus amount of $5,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that on May 20, 2009, you make a Purchase Payment of $80,000. Since you are in your third Account Year, your GLB amount is increased by 85% of this Purchase Payment. Therefore, your new GLB amount is $168,000 (old GLB amount of $100,000 plus 85% of $80,000). Your new Bonus Base is also $168,000 (old Bonus Base of $100,000 plus 85% of $80,000). Your accrued bonus amount remains at $10,000.

• Assume that you take no withdrawals in your third Account Year. Therefore, on January 1, 2010, your accrued bonus amount is $18,400, which equals $8,400 (5% of the Bonus Base) plus your previous accrued bonus amount of $10,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $168,000.

• Assume that you remain in the AB Plan until it “matures” on January 1, 2017. Assume that you have taken no withdrawals since your contract was issued. Your accrued bonus amount is $77,200 ($5,000 per year for two years plus $8,400 per year for eight years). Since your rider “matured” in the AB Plan, the accrued bonus amount becomes $0. Assume that your Account Value on January 1, 2017 is $200,000. Assume that the total rider charges you paid were $8,375.

• Because your Account Value is greater than your GLB amount ($200,000 vs. $168,000), your Contract will be credited with an amount equal to the rider charges you have paid ($8,375), increasing your Account Value to $208,375.

EXAMPLE 3: Withdrawals under AB Plan.

• Assume that you are age 65 at issue. Assume that you elect the AB plan. Your GLB amount at issue and your Bonus Base at issue are both equal to $100,000 (your Purchase Payment amount). Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, your accrued bonus amount is $5,000, which equals 5% of the Bonus Base. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

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• Assume that you take no withdrawals in your second Account Year. Therefore, on January 1, 2009, your accrued bonus amount is $10,000, which equals $5,000 (5% of the Bonus Base) plus your previous accrued bonus amount of $5,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that on March 10, 2009 (in your third Account Year), your Account Value is $80,000. Also assume that you take a withdrawal of $10,000 on this date. Therefore, your ending Account Value on March 10, 2009 is $70,000. Your GLB amount, Bonus Base, and accrued bonus amount are reduced proportionally to the amount withdrawn. Therefore, your new GLB amount is $100,000 x ($70,000 ÷ $80,000) = $87,500. Your new Bonus Base is $100,000 x ($70,000 ÷ $80,000) = $87,500. Your new accrued bonus amount is $10,000 x ($70,000 ÷ $80,000) = $8,750.

• Assume that you take no more withdrawals in your third Account Year. Therefore, on January 1, 2010, your GLB amount remains at $87,500, and your Bonus Base also remains at $87,500. Since you made a withdrawal in your third Account Year, you do not accrue a bonus amount in that Account Year. Therefore, your accrued bonus amount remains at $8,750.

• Assume that you take no withdrawals in your fourth Account Year. Therefore, on January 1, 2011, your accrued bonus amount is $13,125, which equals $4,375 (5% of the Bonus Base) plus your previous accrued bonus amount of $8,750. Since no withdrawals were been taken, your GLB amount and your Bonus Base both remain at $87,500.

• Assume that you remain in the AB plan until it “matures” on January 1, 2017. Assume that you take no more withdrawals from your contract. Your accrued bonus amount is $39,375 ($8,750 total for the first two years plus $4,375 per year for seven years). Since your rider has “matured” in the AB plan, the accrued bonus amount becomes $0. Assume that your Account Value on January 1, 2017 is $80,000. Since your Account Value is less than your GLB amount by $7,500, an amount equal to $7,500 will be deposited into your Contract ($87,500 - $80,000).

EXAMPLE 4: Step-up elected under AB Plan.

• Assume that you are age 65 at issue. Assume that you elect the AB plan. Your GLB amount at issue and your Bonus Base at issue are both equal to $100,000 (your Purchase Payment amount). Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, your accrued bonus amount is $5,000, which equals 5% of the Bonus Base. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that you take no withdrawals in your second Account Year. Therefore, on January 1, 2009, your accrued bonus amount is $10,000, which equals $5,000 (5% of the Bonus Base) plus your previous accrued bonus amount of $5,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that you take no withdrawals in your third Account Year. Therefore, on January 1, 2010, your accrued bonus amount is $15,000, which equals $5,000 (5% of the Bonus Base) plus your previous accrued bonus amount of $10,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that on January 1, 2010 your Account Value is $118,000. Since you have passed your first Account Anniversary and have not stepped-up within the past year, and since your Account Value is greater than your GLB amount, you may elect to step up to a new ten year period, with a new GLB amount of $118,000. Assume that you do elect to step up. Your GLB amount is now equal to $118,000. Also, your Bonus Base is now equal to $118,000. Your AB plan “maturity date” is now January 1, 2020. Since your new GLB amount of $118,000 is greater than the sum of your old GLB amount of $100,000 plus your old accrued bonus amount of $15,000, your new accrued bonus amount is set equal to $0.

• Assume that you take no withdrawals in your fourth Account Year. Therefore, on January 1, 2011, your accrued bonus amount is $5,900, which equals $5,900 (5% of the Bonus Base) plus your previous accrued bonus amount of $0. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $118,000.

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• Assume that you remain in the AB plan until it “matures” on January 1, 2020. Assume that you have taken no withdrawals since your contract was issued. Your accrued bonus amount is $41,300 ($5,900 per year for seven years). Since your rider has “matured” in the AB plan, the accrued bonus amount becomes $0. Assume that your Account Value on January 1, 2020 is $112,000. Since your Account Value is less than your GLB amount by $6,000, an amount equal to $6,000 will be deposited into your Contract ($118,000 - $112,000).

EXAMPLE 5: Calculation of Benefits under WB Plan; Early Withdrawals.

• Assume you are age 56 at issue. Also assume that you elect the WB plan on January 1, 2007, and that you choose to systematically withdraw the Maximum WB Amount annually.

• On January 1, 2007:

• Your GLB Base is $100,000 [the value of your RGLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is zero because you have not passed your first Account Anniversary after your 59th birthday.

• Your Maximum WB for Life Amount is zero [4% of your Lifetime Income Base].

• Your Bonus Base is $100,000 [the amount of your initial Purchase Payment]. Since you are taking withdrawals each Account Year, you do not receive any bonus credits.

• On December 31, 2007, after your first systematic withdrawal of $5,000, your Maximum WB Amount:

• Your Account Value is reduced by the amount of the withdrawal [$5,000].

• Your RGLB amount, reduced by the amount of the withdrawal, is $95,000 [$100,000-$5,000].

• Your GLB Base is still $100,000 because you did not withdraw more than your Maximum WB Amount.

• Your Lifetime Income Base is zero because you have not passed your first Account Anniversary after your 59th birthday.

• Your Bonus Base is still $100,000 because you did not withdraw more than your Maximum WB Amount.

• Assume you take only systematic withdrawals of $5,000 for a total of 3 years. Assume you make no subsequent Purchase Payments. On December 1, 2009, you celebrate your 59th birthday. On January 1, 2010:

• Your Account Value has been reduced by the amount of the total withdrawals [$15,000].

• Your RGLB amount, reduced by the amount of the total withdrawal, is $85,000 [$100,000-($5,000 x 3)].

• Your GLB Base is still $100,000 because you did not withdraw more than your Maximum WB Amount in any Account Year.

• Your Lifetime Income Base is set at $85,000 [an amount equal to the RGLB amount on your first Account Anniversary after your 59th birthday].

• Your Maximum WB for Life Amount is $3,400 [4% of your Lifetime Income Base because you are less than 65 years old].

• Your Bonus Base is still $100,000 because you did not withdraw more than your Maximum WB Amount.

• Assume you elect to take only annual systematic withdraws of no more than your Maximum WB for Life Amount [$3,400] for an additional 20 years. Assume you make no subsequent Purchase Payments, and that your Account Value reduces to zero. On December 31, 2029:

• Your Account Value equals zero.

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• Your RGLB amount, reduced by the amount of the total withdrawals, is $17,000 [85,000 – ($3,400 x 20)]

• Your GLB Base is still $100,000 because you did not withdraw more than the Maximum WB Amount in any Account Year.

• Your Lifetime Income Base is still $85,000 because you did not withdraw more than the Maximum WB for Life Amount in any Account Year.

• Your Bonus Base is $0 because bonus credits may only be given in the first ten Account Years.

Even though your rights under the annuity Contract terminated when the Account Value became zero, we will continue to make payments to you. At this point, however, you must choose between:

(1) withdrawing the Maximum WB for Life Amount each year until you die or

(2) withdrawing your Maximum WB Amount each year until your RGLB amount is reduced to zero.

• Assume you elect to take annual payments of your Maximum WB for Life Amount. Therefore you will continue to receive $3,400 per year as long as you are alive. If you die before your RGLB amount is reduced to $0, your beneficiary will receive $5,000 per year (your Maximum WB Amount) until your RGLB amount is reduced to zero.

EXAMPLE 6: Calculation of Benefits under WB Plan with Subsequent Purchase Payments; Lifetime Withdrawals.

• Assume you are age 60 at issue. Also assume that you elect the WB plan on January 1, 2007, and that you choose to systematically withdraw the Maximum WB for Life Amount annually.

• On January 1, 2007:

• Your GLB Base is $100,000 [the value of your RGLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is $100,000 [the value of your RGLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB for Life Amount is $4,000 [4% of your Lifetime Income Base because you are age 60].

• Your Bonus Base is $100,000 [the amount of your initial Purchase Payment]. Since you are taking withdrawals each Account Year, you do not receive any bonus credits.

• On December 31, 2007, after your first systematic withdrawal of $4,000:

• Your Account Value is reduced by the amount of the withdrawal [$4,000].

• Your RGLB amount, reduced by the amount of the withdrawal, is $96,000 [$100,000-$4,000].

• Your GLB Base is still $100,000 because you did not withdraw more than your Maximum WB Amount.

• Your Lifetime Income Base is $100,000 because you did not withdraw more than your Maximum WB for Life Amount.

• Your Bonus Base is still $100,000 because you did not withdraw more than your Maximum WB Amount.

• Assume you take only annual systematic withdrawals of $4,000 for a total of 4 years. Assume you make a subsequent Purchase Payment of $50,000, in your 4th Account Year. Assume also that, immediately before the subsequent Purchase Payment, your Account Value was $80,000. On December 31, 2010:

• Your RGLB amount, reduced by the amount of the total withdrawals and increased by the subsequent Purchase Payment, is $134,000 [$100,000 - ($4,000 x 4) + $50,000].

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• Your GLB Base, increased by the subsequent Purchase Payment, is $150,000.

• Your Maximum WB Amount is $7,500 [5% of your new GLB Base]

• Your Lifetime Income Base, increased by the subsequent Purchase Payment, is $150,000.

• Your Maximum WB for Life Amount is $6,000 [4% of your new Lifetime Income Base]

• Your Bonus Base, increased by the subsequent Purchase Payment, is $150,000.

You may increase your annual systematic withdrawals to $6,000 without any effect on your future lifetime benefits.

• Assume you elect to take only annual systematic withdraws of no more than your Maximum WB for Life Amount [$6,000] for an additional 20 years. Assume you make no subsequent Purchase Payments, and that your Account Value reduces to zero. On December 31, 2030:

• Your Account Value equals zero.

• Your RGLB amount, reduced by the amount of the total withdrawals is $14,000 [$134,000 – ($6,000 x 20)].

• Your GLB Base is still $150,000 because you did not withdraw more than your Maximum WB Amount.

• Your Lifetime Income Base is $150,000 because you did not withdraw more than your Maximum WB for Life Amount in any Account Year.

• Your Bonus Base is $0 because bonus credits may only be given in the first ten Account Years.

Even though your rights under the annuity Contract terminated when the Account Value became zero, we will continue to make payments to you. At this point, however, you must choose between:

(1) withdrawing the Maximum WB for Life Amount each year until you die or

(2) withdrawing your Maximum WB Amount each year until your RGLB amount is reduced to zero.

• Assume you elect to take annual payments of your Maximum WB for Life Amount of $6,000. Therefore, you will continue to receive $6,000 per year as long as you are alive. If you die before your RGLB amount is reduced to $0, your beneficiary will receive $7,500 per year (your Maximum WB Amount) until your RGLB amount is reduced to zero.

EXAMPLE 7: Withdrawals under WB Plan Exceeding Maximum WB Amount.

• Assume you are age 63 at issue. Also assume that you elect the WB plan on January 1, 2007. Assume that your Designated Fund had poor investment performance, losing 2% a year over the course of the Contract. On January 1, 2007:

• Your GLB Base is $100,000 [the value of your RGLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is $100,000 [the value of your RGLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB for Life Amount is $4,000 [4% of your Lifetime Income Base because you are age 63].

• Your Bonus Base is $100,000 [the amount of your initial Purchase Payment]. Since you are taking withdrawals each Account Year, you do not receive any bonus credits.

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• On December 31, 2007, after you take a withdrawal of $6,000, your Account Value is $92,000:

• Your RGLB amount is reduced to $92,000 [the lesser of (1) your current RGLB amount minus the withdrawal [$100,000-$6,000] and (2) your new Account Value [$92,000]].

• Your GLB Base is reduced to $92,000 [the lesser of (1) your current GLB Base minus the excess withdrawal [$100,000 - ($6,000 - $5,000)] and (2) your new Account Value [$92,000]].

• Your Maximum WB Amount is now $4,600 [5% of your GLB Base].

• Your Lifetime Income Base is reduced to $92,000 [the lesser of (1) your current Lifetime Income Base minus the excess withdrawal [$100,000 - ($6,000 - $4,000)] and (2) your new Account Value [$92,000]].

• Your Maximum WB for Life Amount is $3,680 [4% of your new Lifetime Income Base].

• Your Bonus Base is reduced to $92,000 [the lesser of (1) your current Bonus Base minus the excess withdrawal [$100,000 - ($6,000 - $5,000)] and (2) your new Account Value [$92,000]].

• Assume you make no subsequent Purchase Payments, but you take annual systematic withdrawals of $6,000 for a total of 13 years. Due to the of poor investment performance of your Designated Fund, your Account Value is now $7,609. Because you have taken withdrawals in excess of your Maximum WB Amount, your RGLB amount is also now $7,609. Because you have taken withdrawals in excess of your Maximum WB Amount, your GLB Base is also now $7,609. Your Maximum WB Amount is 5% of $7,609, or $380. Because you have taken withdrawals in excess of your Maximum WB for Life Amount, your Lifetime Income Base is also now $7,609. Your Maximum WB for Life Amount is 4% of $7,609, or $304. Your Bonus Base is $0 because bonus credits may only be given in the first ten Account Years.

• Assume your fund earns -2% in Account Year 14, and that you take another $6,000 withdrawal. On December 31, 2020:

• Your Account Value is $1,457.

• Your RGLB amount is $1,457 [the lesser of (1) your current RGLB amount minus the withdrawal amount ($7,609 - $6,000) and (2) your new Account Value ($1,457)].

• Your GLB Base is $1,457 [the lesser of (1) your current GLB Base minus the excess withdrawal [$7,609 – ($6,000 - $380)] and (2) your new Account Value [$1,457]].

• Your Maximum WB Amount equals $73 [5% of your new GLB Base].

• Your Lifetime Income Base is $1,457 [the lesser of (1) your current Lifetime Income Base minus the excess withdrawal [$7,609 - ($6,000 - $304)] and (2) your new Account Value [$1,457]].

• Your Maximum WB for Life Amount equals $58 [4% of your new Lifetime Income Base].

Because your GLB Base is greater than zero, you may take annual withdrawals up to the Maximum WB Amount until your RGLB amount becomes zero. Because your Lifetime Income Base is greater than zero, you may take annual withdrawals up to the Maximum WB for Life Amount until you die or annuitize. Any withdrawal you take that is greater than your Maximum WB Amount will reduce your GLB Base (and hence, give you a new, reduced Maximum WB Amount). Any withdrawal you take that is greater than your Maximum WB for Life Amount will reduce your Lifetime Income Base (and hence, give you a new, reduced Maximum WB for Life Amount).

If your Account Value is reduced to zero by a withdrawal that does not exceed your Maximum WB for Life Amount, you must choose between:

(1) withdrawing the Maximum WB for Life Amount each year until you die or

(2) withdrawing your Maximum WB Amount each year until your RGLB amount is reduced to zero.

If your Account Value is reduced to zero by a withdrawal that exceeds your Maximum WB for Life Amount but does not exceed your Maximum WB Amount, your Lifetime Income Base will become zero, but we will continue to pay your then current Maximum WB Amount each year until your RGLB is reduced to zero.

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If your Account Value is reduced to zero by a withdrawal that exceeds both your Maximum WB for Life Amount and your Maximum WB Amount, your Lifetime Income Base, your RGLB amount, and your GLB Base will all be reduced to zero, your Maximum WB for Life Amount and your Maximum WB Amount will both become zero, and no more benefits will be paid.

EXAMPLE 8: Step-up elected under WB Plan.

• Assume you are age 65 at issue. Also assume that you elect the WB plan on January 1, 2007, and that you choose to systematically withdraw the Maximum WB Amount annually. Assume that your Designated Fund had good investment performance, gaining 6% a year over the course of the Contract. On January 1, 2007:

• Your GLB Base is $100,000 [the value of your RGLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is $100,000 [the value of your RGLB amount on the day you elect to participate in the WB Plan].

• Your Maximum WB for Life Amount is $5,000 [5% of your Lifetime Income Base because you are age 65].

• Your Bonus Base is $100,000 [the amount of your initial Purchase Payment]. Since you are taking withdrawals each Account Year, you do not receive any bonus credits.

• On December 31, 2007, after you take your first systematic withdrawal of $5,000, your Account Value is $101,000:

• Your RGLB amount, reduced by the amount of the withdrawal, is $95,000 [$100,000-$5,000].

• Your GLB Base is still $100,000 because you withdrew no more than your Maximum WB Amount.

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is $100,000 because you withdrew no more than your Maximum WB for Life Amount.

• Your Maximum WB for Life Amount is $5,000 [5% of your Lifetime Income Base].

• Your Bonus Base is still $100,000 because you did not withdraw more than your Maximum WB Amount.

• Assume you make no subsequent Purchase Payments, but you take systematic withdrawals of $5,000 for a total of 3 years. On December 31, 2009:

• Your Account Value is $103,184.

• Your RGLB amount is $85,000 [$100,000 - ($5,000 x 3)].

• Your GLB Base is still $100,000 because you withdrew no more than your Maximum WB Amount.

• Your Maximum WB Amount is $5,000 [5% of your GLB Base].

• Your Lifetime Income Base is still $100,000 because you withdrew no more than your Maximum WB for Life Amount.

• Your Maximum WB for Life Amount is $5,000 [5% of your Lifetime Income Base].

• Your Bonus Base is still $100,000 because you withdrew no more than your Maximum WB Amount.

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Because your Account Value is greater than your RGLB amount, your GLB Base, and your Lifetime Income Base, you may step-up your RGLB amount, your GLB Base, your Bonus Base, and your Lifetime Income Base each to an amount equal to your current Account Value. Assume you elect to step-up. On January 1, 2010*:

• Your Account Value is $103,184.

• Your RGLB amount is $103,184.

• Your GLB Base is $103,184.

• Your Maximum WB Amount is $5,159 [5% of your new GLB Base].

• Your Lifetime Income Base is $103,184.

• Your Maximum WB for Life Amount is $5,159 [5% of your new Lifetime Income Base].

• Your Bonus Base is $103,184.

* Note: Assume instead that you elected to step-up sometime in 2010 after your withdrawal of $5,000 was taken and that your Account Value at the time of the step-up was $103,184. Your new Maximum WB Amount and new Maximum WB for Life amount of $5,159 would apply so that you could withdraw an additional $159 during the remainder of 2010 without exceeding your maximum amounts.

EXAMPLE 9: WB election at issue; withdrawals not taken immediately.

• Assume that you are age 65 at issue. Also assume that you elect the WB plan at issue. Your RGLB amount, your GLB Base, your Lifetime Income Base (LIB), and your Bonus Base all equal $100,000. Your Maximum WB Amount equals 5% of your GLB Base, or $5,000. Your Maximum WB for Life Amount equals 5% of your Lifetime Income Base, or $5,000.

• Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, the RGLB amount will be increased by $5,000, which equals 5% of the Bonus Base. Your new RGLB amount is now $105,000. Your GLB Base will now become the greater of:

(i) your old GLB Base of $100,000, and

(ii) your new RGLB amount of $105,000.

Therefore, your GLB Base is now $105,000, and your new Maximum WB Amount is 5% of $105,000, or $5,250. Your LIB will now become the greater of:

(i) your old LIB of $100,000, and

(ii) the lesser of:

(a) your new RGLB amount of $105,000, and

(b) your old LIB of $100,000 plus the bonus amount of $5,000.

Therefore, your LIB is now $105,000, and your new Maximum WB for Life Amount is 5% of $105,000, or $5,250. Your Bonus Base remains at $100,000.

• Assume that you take no withdrawals in your second Account Year. Therefore, on January 1, 2009, the RGLB amount will be increased by $5,000, which equals 5% of the Bonus Base. Your new RGLB amount is now $110,000. Your GLB Base will now become the greater of:

(i) your old GLB Base of $105,000, and

(ii) your new RGLB amount of $110,000.

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Therefore, your GLB Base is now $110,000, and your new Maximum WB Amount is 5% of $110,000, or $5,500. Your LIB will now become the greater of:

(i) your old LIB of $105,000, and

(ii) the lesser of:

(a) your new RGLB amount of $110,000, and

(b) your old LIB of $105,000 plus the bonus amount of $5,000.

Therefore, your LIB is now $110,000, and your new Maximum WB for Life Amount is 5% of $110,000, or $5,500. Your Bonus Base remains at $100,000.

• Assume that you take a withdrawal equal to your Maximum WB for Life Amount of $5,500 in your third Account Year. Your RGLB amount will be reduced by the amount of the withdrawal, so that it will equal $110,000 - $5,500, or $104,500. Your GLB Base will remain at $110,000, so your Maximum WB Amount will remain at 5% of $110,000, or $5,500. Your LIB will also remain at $110,000, so your Maximum WB for Life Amount will remain at 5% of $110,000, or $5,500.

• Assume that you remain alive and that you continue to make withdrawals of $5,500 until the RGLB amount runs out in year 2028. Because the RGLB amount is now $0, the GLB Base also becomes $0. Your LIB is still $110,000. Therefore, you can continue to receive $5,500 per year as long as you are alive. Also, if there is a remaining Account Value, the Contract continues.

EXAMPLE 10: WB election at issue; subsequent Purchase Payments made; withdrawals not taken immediately.

• Assume that you are age 65 at issue. Also assume that you elect the WB plan at issue. Your RGLB amount, your GLB Base, your Lifetime Income Base (LIB), and your Bonus Base all equal $100,000. Your Maximum WB Amount equals 5% of your GLB Base, or $5,000. Your Maximum WB for Life Amount equals 5% of your Lifetime Income Base, or $5,000.

• Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, the RGLB amount will be increased by $5,000, which equals 5% of the Bonus Base. Your new RGLB amount is now $105,000. Your GLB Base will now become the greater of:

(i) your old GLB Base of $100,000, and

(ii) your new RGLB amount of $105,000.

Therefore, your GLB Base is now $105,000, and your new Maximum WB Amount is 5% of $105,000, or $5,250. Your LIB will now become the greater of:

(i) your old LIB of $100,000, and

(ii) the lesser of:

(a) your new RGLB amount of $105,000, and

(b) your old LIB of $100,000 plus the bonus amount of $5,000.

Therefore, your LIB is now $105,000, and your new Maximum WB for Life Amount is 5% of $105,000, or $5,250. Your Bonus Base remains at $100,000.

• Assume that you make a Purchase Payment of $60,000 in your second Account Year. Your RGLB amount, GLB Base, LIB, and Bonus Base are all increased by the amount of the Purchase Payment. Therefore, your RGLB amount, GLB Base, and LIB are all now equal to $105,000 plus $60,000 = $165,000. Your Bonus Base is now equal to $100,000 plus $60,000 = $160,000.

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• Assume that you take no withdrawals in your second Account Year. Therefore, on January 1, 2009, the RGLB amount will be increased by $8,000, which equals 5% of the Bonus Base. Your new RGLB amount is now $173,000. Your GLB Base will now become the greater of:

(i) your old GLB Base of $165,000, and

(ii) your new RGLB amount of $173,000.

Therefore, your GLB Base is now $173,000, and your new Maximum WB Amount is 5% of $173,000, or $8,650. Your LIB will now become the greater of:

(i) your old LIB of $165,000, and

(ii) the lesser of:

(a) your new RGLB amount of $173,000, and

(b) your old LIB of $165,000 plus the bonus amount of $8,000.

Therefore, your LIB is now $173,000, and your new Maximum WB for Life Amount is 5% of $173,000, or $8,650. Your Bonus Base remains at $160,000.

• Assume that you take a withdrawal equal to your Maximum WB for Life Amount of $8,650 in your third Account Year. Your RGLB amount will be reduced by the amount of the withdrawal, so that it will equal $173,000 - $8,650, or $164,350. Your GLB Base will remain at $173,000, so your Maximum WB Amount will remain at 5% of $173,000, or $8,650. Your LIB will also remain at $173,000, so your Maximum WB for Life Amount will remain at 5% of $173,000, or $8,650. Your Bonus Base will remain at $160,000.

• Assume that you remain alive and that you continue to make withdrawals of $8,650 until the RGLB amount runs out in year 2028. Because the RGLB amount is now $0, the GLB Base also becomes $0. Your Bonus Base is $0 because bonus credits may only be given in the first ten Account Years. Your LIB is still $173,000. Therefore, you can continue to receive $8,650 per year as long as you are alive. Also, if there is a remaining Account Value, the Contract continues.

EXAMPLE 11: WB election at issue; withdrawals taken.

• Assume that you are age 65 at issue. Also assume that you elect the WB plan at issue. Your RGLB amount, your GLB Base, your Lifetime Income Base (LIB), and your Bonus Base all equal $100,000. Your Maximum WB Amount equals 5% of your GLB Base, or $5,000. Your Maximum WB for Life Amount equals 5% of your Lifetime Income Base, or $5,000.

• Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, the RGLB amount will be increased by $5,000, which equals 5% of the Bonus Base. Your new RGLB amount is now $105,000. Your GLB Base will now become the greater of:

(i) your old GLB Base of $100,000, and

(ii) your new RGLB amount of $105,000

Therefore, your GLB Base is now $105,000, and your new Maximum WB Amount is 5% of $105,000, or $5,250. Your LIB will now become the greater of:

(i) your old LIB of $100,000, and

(ii) the lesser of:

(a) your new RGLB amount of $105,000, and

(b) your old LIB of $100,000 plus the bonus amount of $5,000.

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Therefore, your LIB is now $105,000, and your new Maximum WB for Life Amount is 5% of $105,000, or $5,250. Your Bonus Base remains at $100,000.

• Assume that you take a withdrawal equal to your Maximum WB for Life Amount of $5,250 in your second Account Year. Your RGLB amount will be reduced by the amount of the withdrawal, so that it will equal $105,000 - $5,250, or $99,750. Your GLB Base will remain at $105,000, so your Maximum WB Amount will remain at 5% of $105,000, or $5,250. Your LIB will also remain at $105,000, so your Maximum WB for Life Amount will remain at 5% of $105,000, or $5,250. Since your withdrawal did not exceed your Maximum WB Amount, your Bonus Base will remain at $100,000.

• Assume that you take no withdrawals in your third Account Year. Therefore, on January 1, 2010, the RGLB amount will be increased by $5,000, which equals 5% of the Bonus Base. Your new RGLB amount is now $104,750. Your GLB Base will now become the greater of:

(i) your old GLB Base of $105,000, and

(ii) your new RGLB amount of $104,750.

Therefore, your GLB Base remains at $105,000, and your Maximum WB Amount remains at 5% of $105,000, or $5,250. Your LIB will now become the greater of:

(i) your old LIB of $105,000, and

(ii) the lesser of:

(a) your new RGLB amount of $104,750, and

(b) your old LIB of $105,000 plus the bonus amount of $5,000.

Therefore, your LIB remains at $105,000, and your Maximum WB for Life Amount remains at 5% of $105,000, or $5,250. Your Bonus Base remains at $100,000.

• Assume that you take no withdrawals in your fourth Account Year. Therefore, on January 1, 2011, the RGLB amount will be increased by $5,000, which equals 5% of the Bonus Base. Your new RGLB amount is now $109,750. Your GLB Base will now become the greater of:

(i) your old GLB Base of $105,000, and

(ii) your new RGLB amount of $109,750.

Therefore, your GLB Base is now $109,750, and your new Maximum WB Amount is 5% of $109,750, or $5,487. Your LIB will now become the greater of:

(i) your old LIB of $105,000, and

(ii) the lesser of:

(a) your new RGLB amount of $109,750, and

(b) your old LIB of $105,000 plus the bonus amount of $5,000.

Therefore, your LIB is now $109,750, and your new Maximum WB for Life Amount is 5% of $109,750, or $5,487. Your Bonus Base remains at $100,000.

• Assume that you take a withdrawal equal to your Maximum WB for Life Amount of $5,487 in 2011. Also assume that you remain alive and continue to take annual withdrawals of $5,487 until the RGLB amount runs out in year 2030. Because the RGLB amount is now $0, the GLB Base also becomes $0. Your Bonus Base is $0 because bonus credits may only be given in the first ten Account Years. Your LIB is still $109,750. Therefore, you can continue to receive $5,487 per year as long as you are alive. Also, if there is a remaining Account Value, the Contract continues.

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EXAMPLE 12: WB election at issue; Excess Withdrawal taken.

• Assume that you are age 65 at issue. Also assume that you elect the WB plan at issue. Your RGLB amount, your GLB Base, your Lifetime Income Base (LIB), and your Bonus Base all equal $100,000. Your Maximum WB Amount equals 5% of your GLB Base, or $5,000. Your Maximum WB for Life Amount equals 5% of your Lifetime Income Base, or $5,000.

• Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, the RGLB amount will be increased by $5,000, which equals 5% of the Bonus Base. Your new RGLB amount is now $105,000. Your GLB Base will now become the greater of:

(i) your old GLB Base of $100,000, and

(ii) your new RGLB amount of $105,000.

Therefore, your GLB Base is now $105,000, and your new Maximum WB Amount is 5% of $105,000, or $5,250. Your LIB will now become the greater of:

(i) your old LIB of $100,000, and

(ii) the lesser of:

(a) your new RGLB amount of $105,000, and

(b) your old LIB of $100,000 plus the bonus amount of $5,000.

Therefore, your LIB is now $105,000, and your new Maximum WB for Life Amount is 5% of $105,000, or $5,250. Your Bonus Base remains at $100,000.

• Assume that you take a withdrawal of $6,000 in your second Account Year. This withdrawal exceeds both your Maximum WB Amount and your Maximum WB for Life Amount of $5,250. Assume that your Account Value equals $90,000 after you make this withdrawal. Your RGLB amount will be reduced to the lesser of:

(i) your old RGLB amount of $105,000 minus the $6,000 withdrawal, and

(ii) your Account Value of $90,000.

Therefore, your new RGLB amount is $90,000.

Your GLB Base will be reduced to the lesser of:

(i) your old GLB Base of $105,000 minus the $750 excess withdrawal, and

(ii) your Account Value of $90,000.

Therefore, your new GLB Base is $90,000. Your new Maximum WB Amount is 5% of $90,000, or $4,500. Your Bonus Base will be reduced to the lesser of:

(i) your old Bonus Base of $100,000 minus the $750 excess withdrawal, and

(ii) your Account Value of $90,000.

Therefore, your new Bonus Base is $90,000.

Your LIB will be reduced to the lesser of:

(i) your old LIB of $105,000 minus the $750 excess withdrawal, and

(ii) your Account Value of $90,000.

Therefore, your new LIB is $90,000. Your new Maximum WB for Life Amount is 5% of $90,000, or $4,500.

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• Assume that you take no withdrawals in your third Account Year. Therefore, on January 1, 2010, the RGLB amount will be increased by $4,500, which equals 5% of the Bonus Base. Your new RGLB amount is now $94,500. Your GLB Base will now become the greater of:

(i) your old GLB Base of $90,000, and

(ii) your new RGLB amount of $94,500.

Therefore, your GLB Base is now $94,500, and your new Maximum WB Amount is 5% of $94,500, or $4,725.

Your LIB will now become the greater of:

(i) your old LIB of $90,000, and

(ii) the lesser of:

(a) your new RGLB amount of $94,500, and

(b) your old LIB of $90,000 plus the bonus amount of $4,500.

Therefore, your LIB is now $94,500, and your new Maximum WB for Life Amount is 5% of $94,500, or $4,725. Your Bonus Base remains at $90,000.

• Assume that you take no withdrawals in your fourth Account Year. Therefore, on January 1, 2011, the RGLB amount will be increased by $4,500, which equals 5% of the Bonus Base. Your new RGLB amount is now $99,000. Your GLB Base will now become the greater of:

(i) your old GLB Base of $94,500, and

(ii) your new RGLB amount of $99,000.

Therefore, your GLB Base is now $99,000, and your new Maximum WB Amount is 5% of $99,000, or $4,950.

Your LIB will now become the greater of:

(i) your old LIB of $94,500, and

(ii) the lesser of:

(a) your new RGLB amount of $99,000, and

(b) your old LIB of $94,500 plus the bonus amount of $4,500.

Therefore, your LIB is now $99,000, and your new Maximum WB for Life Amount is 5% of $99,000, or $4,950. Your Bonus Base remains at $90,000.

• Assume that you take a withdrawal equal to your Maximum WB for Life Amount of $4,950 in 2011. Also assume that you remain alive and continue to take annual withdrawals of $4,950 until the RGLB amount runs out in year 2030. Because the RGLB amount is now $0, the GLB Base also becomes $0. Your Bonus Base is $0 because bonus credits may only be given in the first ten Account Years. Your LIB is still $99,000. Therefore, you can continue to receive $4,950 per year as long as you are alive. Also, if there is a remaining Account Value, the Contract continues.

EXAMPLE 13: WB election at issue; withdrawals not taken immediately; Step-up elected.

• Assume that you are age 65 at issue. Also assume that you elect the WB plan at issue. Your RGLB amount, your GLB Base, your Lifetime Income Base (LIB), and your Bonus Base all equal $100,000. Your Maximum WB Amount equals 5% of your GLB Base, or $5,000. Your Maximum WB for Life Amount equals 5% of your Lifetime Income Base, or $5,000.

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• Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, the RGLB amount will be increased by $5,000, which equals 5% of the Bonus Base. Your new RGLB amount is now $105,000. Your GLB Base will now become the greater of:

(i) your old GLB Base of $100,000, and

(ii) your new RGLB amount of $105,000.

Therefore, your GLB Base is now $105,000, and your new Maximum WB Amount is 5% of $105,000, or $5,250.

Your LIB will now become the greater of:

(i) your old LIB of $100,000, and

(ii) the lesser of:

(a) your new RGLB amount of $105,000, and

(b) your old LIB of $100,000 plus the bonus amount of $5,000.

Therefore, your LIB is now $105,000, and your new Maximum WB for Life Amount is 5% of $105,000, or $5,250. Your Bonus Base remains at $100,000.

• Assume that you take no withdrawals in your second Account Year. Therefore, on January 1, 2009, the RGLB amount will be increased by $5,000, which equals 5% of the Bonus Base. Your new RGLB amount is now $110,000. Your GLB Base will now become the greater of:

(i) your old GLB Base of $105,000, and

(ii) your new RGLB amount of $110,000.

Therefore, your GLB Base is now $110,000, and your new Maximum WB Amount is 5% of $110,000, or $5,500.

Your LIB will now become the greater of:

(i) your old LIB of $105,000, and

(ii) the lesser of:

(a) your new RGLB amount of $110,000, and

(b) your old LIB of $105,000 plus the bonus amount of $5,000.

Therefore, your LIB is now $110,000, and your new Maximum WB for Life Amount is 5% of $110,000, or $5,500. Your Bonus Base remains at $100,000.

• Assume that you take no withdrawals in your third Account Year. Therefore, on January 1, 2010, the RGLB amount will be increased by $5,000, which equals 5% of the Bonus Base. Your new RGLB amount is now $115,000. Your GLB Base will now become the greater of:

(i) your old GLB Base of $110,000, and

(ii) your new RGLB amount of $115,000.

Therefore, your GLB Base is now $115,000, and your new Maximum WB Amount is 5% of $115,000, or $5,750.

Your LIB will now become the greater of:

(i) your old LIB of $115,000, and

(ii) the lesser of:

(a) your new RGLB amount of $115,000, and

(b) your old LIB of $110,000 plus the bonus amount of $5,000.

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Therefore, your LIB is now $115,000, and your new Maximum WB for Life Amount is 5% of $115,000, or $5,750. Your Bonus Base remains at $100,000.

• Assume that on January 2, 2010 your Account Value is $118,000. Since you have passed your first Account Anniversary and have not stepped-up within the past year, and since your Account Value is greater than both the GLB Base and the LIB, you may step up your WB plan guarantees. Assume that you do elect to step up. Your RGLB amount, your GLB Base, your LIB and your Bonus Base are all now equal to $118,000. Your new Maximum WB Amount is 5% of $118,000, or $5,900. Your new Maximum WB for Life Amount is 5% of $118,000, or $5,900.

• Assume that you take no withdrawals in your fourth Account Year. Therefore, on January 1, 2011, the RGLB amount will be increased by $5,900, which equals 5% of the Bonus Base. Your new RGLB amount is now $123,900. Your GLB Base will now become the greater of:

(i) your old GLB Base of $118,000, and

(ii) your new RGLB amount of $123,900.

Therefore, your GLB Base is now $123,900, and your new Maximum WB Amount is 5% of $123,900, or $6,195.

Your LIB will now become the greater of:

(i) your old LIB of $118,000, and

(ii) the lesser of:

(a) your new RGLB amount of $123,900, and

(b) your old LIB of $118,000 plus the bonus amount of $5,900.

Therefore, your LIB is now $123,900, and your new Maximum WB for Life Amount is 5% of $123,900, or $6,195. Your Bonus Base remains at $118,000.

• Assume that you take a withdrawal equal to your Maximum WB for Life Amount of $6,195 in your fifth Account Year. Your RGLB amount will be reduced by the amount of the withdrawal, so that it will equal $123,900 - $6,195, or $117,705. Your GLB Base will remain at $123,900, so your Maximum WB Amount will remain at 5% of $123,900, or $6,195. Your LIB will also remain at $123,900, so your Maximum WB for Life Amount will remain at 5% of $123,900, or $6,195. Your Bonus Base remains at $118,000.

• Assume that you remain alive and that you continue to make withdrawals of $6,195 until the RGLB amount runs out in year 2030. Because the RGLB amount is now $0, the GLB Base also becomes $0. Your Bonus Base is $0 because bonus credits may only be given in the first ten Account Years. Your LIB is still $123,900. Therefore, you can continue to receive $6,195 per year as long as you are alive. Also, if there is a remaining Account Value, the Contract continues.

EXAMPLE 14: Switch from AB to WB; No withdrawals under the AB Plan.

• Assume that you are age 65 at issue. Assume that you elect the AB plan. Your GLB amount at issue and your Bonus Base at issue are both equal to $100,000 (your Purchase Payment amount). Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, your accrued bonus amount is $5,000, which equals 5% of the Bonus Base. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that you take no withdrawals in your second Account Year. Therefore, on January 1, 2009, your accrued bonus amount is $10,000, which equals $5,000 (5% of the Bonus Base) plus your previous accrued bonus amount of $5,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

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• Assume that you take no withdrawals in your third Account Year. Therefore, on January 1, 2010, your accrued bonus amount is $15,000, which equals $5,000 (5% of the Bonus Base) plus your previous accrued bonus amount of $10,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that while you are in your fourth Account Year, you switch to the WB plan. Assume that you have not taken any withdrawals yet. Your RGLB amount is now equal to your old GLB amount of $100,000 plus your accrued bonus amount of $15,000, for a total of $115,000. Your GLB Base and your LIB are both set equal to the RGLB amount at the time of conversion to the WB plan. Therefore, both the GLB Base and the LIB are equal to $115,000. Your Maximum WB Amount equals 5% of your GLB Base, or $5,750. Your Maximum WB for Life Amount equals 5% of your LIB, or $5,750. Your Bonus Base remains at $100,000. Since you have switched to the WB plan, your accrued bonus amount becomes $0.

• Assume that you take no withdrawals in your fourth Account Year. Therefore, on January 1, 2011, the RGLB amount will be increased by $5,000, which equals 5% of the Bonus Base. Your new RGLB amount is now $120,000. Your GLB Base will now become the greater of:

(i) your old GLB Base of $115,000, and

(ii) your new RGLB amount of $120,000.

Therefore, your GLB Base is now $120,000, and your new Maximum WB Amount is 5% of $120,000, or $6,000.

Your LIB will now become the greater of:

(i) your old LIB of $115,000, and

(ii) the lesser of:

(a) your new RGLB amount of $120,000, and

(b) your old LIB of $115,000 plus the bonus amount of $5,000.

Therefore, your LIB is now $120,000, and your new Maximum WB for Life Amount is 5% of $120,000, or $6,000. Your Bonus Base remains at $100,000.

• Assume that you take a withdrawal equal to your Maximum WB for Life Amount of $6,000 in your fifth Account Year. Your RGLB amount will be reduced by the amount of the withdrawal, so that it will equal $120,000 - $6,000, or $114,000. Your GLB Base will remain at $120,000, so your Maximum WB Amount will remain at 5% of $120,000, or $6,000. Your LIB will also remain at $120,000, so your Maximum WB for Life Amount will remain at 5% of $120,000, or $6,000. Your Bonus Base remains at $100,000.

• Assume that you remain alive and that you continue to make withdrawals of $6,000 until the RGLB amount runs out in year 2030. Because the RGLB amount is now $0, the GLB Base also becomes $0. Your Bonus Base is $0 because bonus credits may only be given in the first ten Account Years. Your LIB is still $120,000. Therefore, you can continue to receive $6,000 per year as long as you are alive. Also, if there is a remaining Account Value, the Contract continues.

EXAMPLE 15: Switch from AB to WB; Withdrawals under the AB Plan.

• Assume that you are age 65 at issue. Assume that you elect the AB plan. Your GLB amount at issue and your Bonus Base at issue are both equal to $100,000 (your Purchase Payment amount). Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, your accrued bonus amount is $5,000, which equals 5% of the Bonus Base. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that you take no withdrawals in your second Account Year. Therefore, on January 1, 2009, your accrued bonus amount is $10,000, which equals $5,000 (5% of the Bonus Base) plus your previous accrued bonus amount of $5,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

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• Assume that on March 10, 2009 (in your third Account Year), your Account Value is $80,000. Also assume that you take a withdrawal of $10,000 on this date. Therefore, your ending Account Value on March 10, 2009 is $70,000. Your GLB amount, Bonus Base, and accrued bonus amount are reduced proportionally to the amount withdrawn.

Therefore, your new GLB amount is $100,000 x ($70,000 ÷ $80,000) = $87,500. Your new Bonus Base is $100,000 x ($70,000 ÷ $80,000) = $87,500. Your new accrued bonus amount is $10,000 x ($70,000 ÷ $80,000) = $8,750

• Assume that while you are in your fourth Account Year, you switch to the WB plan. Your RGLB amount is now equal to your old GLB amount of $87,500 plus your accrued bonus amount of $8,750, for a total of $96,250. Your GLB Base and your LIB are both set equal to the RGLB amount at the time of conversion to the WB plan. Therefore, both the GLB Base and the LIB are equal to $96,250. Your Maximum WB Amount equals 5% of your GLB Base, or $4,812. Your Maximum WB for Life Amount equals 5% of your LIB, or $4,812. Your Bonus Base remains at $87,500. Since you have switched to the WB plan, your accrued bonus amount becomes $0.

• Assume that you take no withdrawals in your fourth Account Year. Therefore, on January 1, 2011, the RGLB amount will be increased by $4,375, which equals 5% of the Bonus Base. Your new RGLB amount is now $100,625. Your GLB Base will now become the greater of:

(i) your old GLB Base of $96,250, and

(ii) your new RGLB amount of $100,625.

Therefore, your GLB Base is now $100,625, and your new Maximum WB Amount is 5% of $100,625, or $5,031.

Your LIB will now become the greater of:

(i) your old LIB of $96,250, and

(ii) the lesser of:

(a) your new RGLB amount of $100,625, and

(b) your old LIB of $96,250 plus the bonus amount of $4,375.

Therefore, your LIB is now $100,625, and your new Maximum WB for Life Amount is 5% of $100,625, or $5,031. Your Bonus Base remains at $87,500.

• Assume that you take a withdrawal equal to your Maximum WB for Life Amount of $5,031 in your fifth Account Year. Your RGLB amount will be reduced by the amount of the withdrawal, so that it will equal $100,625 - $5,031, or $95,594. Your GLB Base will remain at $100,625, so your Maximum WB Amount will remain at 5% of $100,625, or $5,031. Your LIB will also remain at $100,625, so your Maximum WB for Life Amount will remain at 5% of $100,625, or $5,031. Your Bonus Base remains at $87,500.

• Assume that you remain alive and that you continue to make withdrawals of $5,031 until the RGLB amount runs out in year 2030. Because the RGLB amount is now $0, the GLB Base also becomes $0. Your Bonus Base is $0 because bonus credits may only be given in the first ten Account Years. Your LIB is still $100,625. Therefore, you can continue to receive $5,031 per year as long as you are alive. Also, if there is a remaining Account Value, the Contract continues.

EXAMPLE 16: Switch from AB to WB; Step-up while in AB Plan.

• Assume that you are age 65 at issue. Assume that you elect the AB plan. Your GLB amount at issue and your Bonus Base at issue are both equal to $100,000 (your Purchase Payment amount). Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, your accrued bonus amount is $5,000, which equals 5% of the Bonus Base. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

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• Assume that you take no withdrawals in your second Account Year. Therefore, on January 1, 2009, your accrued bonus amount is $10,000, which equals $5,000 (5% of the Bonus Base) plus your previous accrued bonus amount of $5,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that you take no withdrawals in your third Account Year. Therefore, on January 1, 2010, your accrued bonus amount is $15,000, which equals $5,000 (5% of the Bonus Base) plus your previous accrued bonus amount of $10,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that on January 2, 2010 your Account Value is $118,000. Since you have passed your first Account Anniversary and have not stepped-up within the past year, and since your Account Value is greater than your GLB amount, you may elect to step up to a new ten year period, with a new GLB amount of $118,000. Assume that you do elect to step up. Your GLB amount is now equal to $118,000. Also, your Bonus Base is now equal to $118,000. Your AB plan “maturity date” is now January 2, 2020. Since your new GLB amount of $118,000 is greater than the sum of your old GLB amount of $100,000 plus your old accrued bonus amount of $15,000, your new accrued bonus amount is set equal to $0.

• Assume that you take no withdrawals in your fourth Account Year. Therefore, on January 1, 2011, your accrued bonus amount is $5,900, which equals $5,900 (5% of the Bonus Base) plus your previous accrued bonus amount of $0. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $118,000.

• Assume that while you are in your fifth Account Year, you switch to the WB plan. Assume that you have not taken any withdrawals yet. Your RGLB amount is now equal to your old GLB amount of $118,000 plus your accrued bonus amount of $5,900, for a total of $123,900. Your GLB Base and your LIB are both set equal to the RGLB amount at the time of conversion to the WB plan. Therefore, both the GLB Base and the LIB are equal to $123,900. Your Maximum WB Amount equals 5% of your GLB Base, or $6,195. Your Maximum WB for Life Amount equals 5% of your LIB, or $6,195. Your Bonus Base remains at $118,000. Since you have switched to the WB plan, your accrued bonus amount becomes $0.

• Assume that you take no withdrawals in your fifth Account Year. Therefore, on January 1, 2012, the RGLB amount will be increased by $5,900, which equals 5% of the Bonus Base. Your new RGLB amount is now $129,800. Your GLB Base will now become the greater of:

(i) your old GLB Base of $123,900, and

(ii) your new RGLB amount of $129,800.

Therefore, your GLB Base is now $129,800, and your new Maximum WB Amount is 5% of $129,800, or $6,490.

Your LIB will now become the greater of:

(i) your old LIB of $123,900, and

(ii) the lesser of:

(a) your new RGLB amount of $129,800, and

(b) your old LIB of $123,900 plus the bonus amount of $5,900.

Therefore, your LIB is now $129,800, and your new Maximum WB for Life Amount is 5% of $129,800, or $6,490. Your Bonus Base remains at $118,000.

• Assume that you take a withdrawal equal to your Maximum WB for Life Amount of $6,490 in your sixth Account Year. Your RGLB amount will be reduced by the amount of the withdrawal, so that it will equal $129,800 - $6,490, or $123,310. Your GLB Base will remain at $129,800, so your Maximum WB Amount will remain at 5% of $129,800, or $6,490. Your LIB will also remain at $129,800, so your Maximum WB for Life Amount will remain at 5% of $129,800, or $6,490. Your Bonus Base remains at $118,000.

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• Assume that you remain alive and that you continue to make withdrawals of $6,490 until the RGLB amount runs out in year 2031. Because the RGLB amount is now $0, the GLB Base also becomes $0. Your Bonus Base is $0 because bonus credits may only be given in the first ten Account Years. Your LIB is still $129,800. Therefore, you can continue to receive $6,490 per year as long as you are alive. We will continue to charge the rider fee for as long as you are eligible to receive benefits under the WB Plan. The Owner can annuitize as long as there is a remaining Account Value, but if Account Value drops to zero, the Contract terminates.

EXAMPLE 17: Switch from AB to WB; Step-up while in AB Plan.

• Assume that you are age 65 at issue. Assume that you elect the AB plan. Your GLB amount at issue and your Bonus Base at issue are both equal to $100,000 (your Purchase Payment amount). Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, your accrued bonus amount is $5,000, which equals 5% of the Bonus Base. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that you take no withdrawals in your second Account Year. Therefore, on January 1, 2009, your accrued bonus amount is $10,000, which equals $5,000 (5% of the Bonus Base) plus your previous accrued bonus amount of $5,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that you take no withdrawals in your third Account Year. Therefore, on January 1, 2010, your accrued bonus amount is $15,000, which equals $5,000 (5% of the Bonus Base) plus your previous accrued bonus amount of $10,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that on January 2, 2010 your Account Value is $112,000. Since you have passed your first Account Anniversary and have not stepped-up within the past year, and since your Account Value is greater than your GLB amount, you may elect to step up to a new ten year period, with a new GLB amount of $112,000. Assume that you do elect to step up. Your GLB amount is now equal to $112,000. Also, your Bonus Base is now equal to $112,000. Your AB plan “maturity date” is now January 2, 2020. Since your new GLB amount of $112,000 is less than the sum of your old GLB amount of $100,000 plus your old accrued bonus amount of $15,000, your new accrued bonus amount is set equal to the sum of your old GLB amount of $100,000 plus your old accrued bonus amount of $15,000, less your new GLB amount of $112,000. Therefore, your new accrued bonus amount is $3,000.

• Assume that you take no withdrawals in your fourth Account Year. Therefore, on January 1, 2011, your accrued bonus amount is $8,600, which equals $5,600 (5% of the Bonus Base) plus your previous accrued bonus amount of $3,000. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $112,000.

• Assume that while you are in your fifth Account Year, you switch to the WB plan. Assume that you have not taken any withdrawals yet. Your RGLB amount is now equal to your old GLB amount of $112,000 plus your accrued bonus amount of $8,600, for a total of $120,600. Your GLB Base and your LIB are both set equal to the RGLB amount at the time of conversion to the WB plan. Therefore, both the GLB Base and the LIB are equal to $120,600. Your Maximum WB Amount equals 5% of your GLB Base, or $6,030. Your Maximum WB for Life Amount equals 5% of your LIB, or $6,030. Your Bonus Base remains at $112,000. Since you have switched to the WB plan, your accrued bonus amount becomes $0.

• Assume that you take no withdrawals in your fifth Account Year. Therefore, on January 1, 2012, the RGLB amount will be increased by $5,600, which equals 5% of the Bonus Base. Your new RGLB amount is now $126,200. Your GLB Base will now become the greater of:

(i) your old GLB Base of $120,600, and

(ii) your new RGLB amount of $126,200.

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Therefore, your GLB Base is now $126,200, and your new Maximum WB Amount is 5% of $126,200, or $6,310.

Your LIB will now become the greater of:

(i) your old LIB of $120,600, and

(ii) the lesser of:

(a) your new RGLB amount of $126,200, and

(b) your old LIB of $120,600 plus the bonus amount of $5,600.

Therefore, your LIB is now $126,200, and your new Maximum WB for Life Amount is 5% of $126,200, or $6,310. Your Bonus Base remains at $112,000.

• Assume that you take a withdrawal equal to your Maximum WB for Life Amount of $6,310 in your sixth Account Year. Your RGLB amount will be reduced by the amount of the withdrawal, so that it will equal $126,200 - $6,310, or $119,890. Your GLB Base will remain at $126,200, so your Maximum WB Amount will remain at 5% of $126,200, or $6,310. Your LIB will also remain at $126,200, so your Maximum WB for Life Amount will remain at 5% of $126,200, or $6,310. Your Bonus Base remains at $112,000.

• Assume that you remain alive and that you continue to make withdrawals of $6,310 until the RGLB amount runs out in year 2031. Because the RGLB amount is now $0, the GLB Base also becomes $0. Your Bonus Base is $0 because bonus credits may only be given in the first ten Account Years. Your LIB is still $126,200. Therefore, you can continue to receive $6,310 per year as long as you are alive. We will continue to charge the rider fee for as long as you are eligible to receive benefits under the WB Plan. The Owner can annuitize as long as there is a remaining Account Value, but if the Account Value drops to zero, the Contract terminates.

EXAMPLE 18: Calculation of Explicit Rider Charges.

• Assume that you did not elect the WB plan at any time. Assume that your Account Value increases at an annual rate of 5% per year throughout the next ten years. Also assume that you do not elect to step-up at any time.

• On March 31, 2007, your Account Value before the charge for Secured Returns for Life Plus is taken is $101,196.79. The charge deducted on March 31, 2007 is $126.50 ($101,196.79 x .00125). Therefore, your ending Account Value on March 31, 2007 is $101,070.29 ($101,196.79 - $126.50).

• On June 30, 2007, your Account Value before the charge for Secured Returns for Life Plus is taken is $102,307.23. The fee deducted on June 30, 2007 is $127.88 ($102,307.23 x .00125). Therefore, your ending Account Value on June 30, 2007 is $102,179.35 ($102,307.23 - $127.88).

• On September 30, 2007, your Account Value before the charge for Secured Returns for Life Plus is taken is $103,443.69. The fee deducted on September 30, 2007 is $129.30 ($103,443.69 x .00125). Therefore, your ending Account Value on September 30, 2007 is $103,314.39 ($103,443.69 - $129.30).

• This pattern continues until the maturity date for your Benefit of January 1, 2017. On that date, your Account will be credited with a payment. If your current Account Value is less than your current GLB amount, then your Account will be credited with the difference between these two amounts. If your current Account Value is greater than your current GLB amount, then your Account will be credited with the sum of all of Secured Returns for Life Plus charges that have been made. Note that if Secured Returns for Life Plus was revoked or cancelled before the maturity date for your Benefit of January 1, 2017, then no Secured Returns for Life Plus credit will be made to your Account.

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EXAMPLE 19: One Year Step-up elected under AB Plan.

• Assume that you are age 65 at issue. Assume that you elect the AB plan. Your Guaranteed Living Benefit amount (“GLB amount”) at issue and your Bonus Base at issue are both equal to $100,000 (your Purchase Payment amount). Assume that you take no withdrawals in your first Account Year. Therefore, on January 1, 2008, your accrued bonus amount is $5,000, which equals 5% of the Bonus Base. Since no withdrawals have been taken, your GLB amount and your Bonus Base both remain at $100,000.

• Assume that on January 1, 2008 your Account Value is $118,000. Since your Account Value is greater than your GLB amount, you may elect to step up to a new ten year period, with a new GLB amount of $118,000. Assume that you do elect to step up. Your GLB amount is now equal to $118,000. Also, your Bonus Base is now equal to $118,000. Your AB plan Maturity Date is now January 1, 2018. Since your new GLB amount of $118,000 is greater than the sum of your old GLB amount of $100,000 plus your old accrued bonus amount of $5,000, your new accrued bonus amount is set equal to $0.

• Assume that you remain in the AB plan until it “matures” on January 1, 2018. Assume that you have taken no withdrawals since your Contract was issued. Your accrued bonus amount is $53,100 ($5,900 per year for nine years). Since your rider has “matured” in the AB plan, the accrued bonus amount becomes $0. Assume that your Account Value on January 1, 2018 is $112,000. Since your Account Value is less than your GLB amount by $6,000, an amount equal to $6,000 will be deposited into your Contract ($118,000 - $112,000).

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APPENDIX I - RETIREMENT INCOME ESCALATOR^SM

The optional living benefit known as Retirement Income Escalator (“RIE” or “the rider”) was available for all Contracts purchased on or after May 5, 2008 and prior to October 20, 2008 and certain contracts purchased on or after October 20, 2008. The following information applies to your Contract if you elected to participate in RIE. RIE is no longer available for sale on new Contracts.

RIE provides an annual income guarantee for life. You can withdraw up to a guaranteed amount each year and, provided you meet certain requirements, we will continue to send you the guaranteed amount even if your Account Value should go to zero. Your income amount will not decrease, provided that your withdrawals do not exceed the guaranteed amount in any year. In general, the longer you wait for your first withdrawal under RIE, the larger the guaranteed annual income amount. To describe how RIE works, we use the following definitions:

RIE Coverage Date: Your Issue Date if you are at least age 59¹⁄₂ at issue; otherwise, the first Account Anniversary after you attain age 59¹⁄₂.

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

Lifetime Withdrawal Percentage: The percentage used to calculate your Annual Withdrawal Amount. The percentage will be 5%, 6%, or 7% depending upon your age on your first withdrawal under the Contract after your RIE Coverage Date. Once determined, the percentage is set for the life of your RIE.

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

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

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

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

Upon annuitization, RIE and any elected optional death benefit automatically terminate.

RIE allows you to withdraw a guaranteed amount of money each year, beginning on your RIE Coverage Date, until the death of any Participant if single-life coverage is elected (or until the death of both the Participant and the Participant’s spouse if joint-life coverage is elected). Your right to take withdrawals under RIE continues regardless of the investment performance of a Designated Fund, provided that you comply with certain requirements. The amount you can withdraw, in any one year, is 5%, 6% or 7% of your Withdrawal Benefit Base, depending upon your age on the date of your first withdrawal after your RIE Coverage Date.

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In addition, if you make no withdrawals in an Account Year during your RIE Bonus Period, we will increase your Withdrawal Benefit Base by an amount equal to 7% of your Bonus Base. The RIE Bonus Period is a 10-year period commencing on your Issue Date. The period will be extended for an additional 10 years commencing on each step-up of the Withdrawal Benefit Base (see “Step-Up Under RIE” in this Appendix), provided that the step up occurs prior to the conclusion of the current 10-year period.

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

To participate in RIE, all of your Account Value must be invested in a Designated Fund at all times during the term of RIE. (The “term” of RIE is for life, unless your Withdrawal Benefit Base is reduced to zero or your RIE is terminated or cancelled as described in this Appendix under “Cancellation of RIE,” “Depleting Your Account Value,” and “Annuitization Under RIE.”) See “DESIGNATED FUNDS” in the prospectus to which this Appendix is attached.

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

Determining Your Withdrawal Benefit Base

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

• decreased following any withdrawals you take prior to your RIE Coverage Date;

• decreased following any withdrawals you take after your RIE Coverage Date, if such withdrawal is in excess of the Annual Withdrawal Amount at the time of the withdrawal;

• increased by any applicable bonuses;

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

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

Determining Your Annual Withdrawal Amount

Your Annual Withdrawal Amount is calculated when you make your first withdrawal after your RIE Coverage Date. It is a set percentage of your Withdrawal Benefit Base. This percentage, known as the Lifetime Withdrawal Percentage, is determined based upon your age at that time, as follows:

Your Age on the Date of the First  Withdrawal After Your RIE Coverage Date*	Lifetime Withdrawal Percentage
591⁄2 - 69	5%
70 - 79	6%
80 or older	7%

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

Once set, your Lifetime Withdrawal Percentage will remain the same for the life of your RIE. Your Annual Withdrawal Amount equals your Withdrawal Benefit Base multiplied by your Lifetime Withdrawal Percentage. Therefore, if your Withdrawal Benefit Base changes after your Annual Withdrawal Amount is determined, your Annual Withdrawal Amount will also change. The new Annual Withdrawal Amount will be effective on the next Account Anniversary and, at that time, will reflect any increases caused by a step-up or a bonus that took place during the prior Account Year and any decreases caused by excess withdrawals (described under “Withdrawals under RIE”) that were taken during the prior Account Year. The new Annual Withdrawal Amount will be in effect for all subsequent Account Years, unless and until there is a further change in your Withdrawal Benefit Base.

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How RIE Works

Each Account Year, beginning on your RIE Coverage Date, you can take withdrawals totaling up to the amount of your Annual Withdrawal Amount, subject to the terms and conditions discussed below. Even if your Account Value is reduced to zero (other than as a result of an “early withdrawal” or an “excess withdrawal”), as long as your Withdrawal Benefit Base is greater than zero, you will receive your full Annual Withdrawal Amount every year until you die.

If you defer taking any withdrawals in an Account Year during the RIE Bonus Period, your Withdrawal Benefit Base will be increased by an amount equal to 7% of your Bonus Base, thereby increasing your Annual Withdrawal Amount. In this way, if you defer taking withdrawals during your early Account Years, you will be able to take larger withdrawals in later Account Years. Your Annual Withdrawal Amount is not, however, cumulative: any unused portion of your Annual Withdrawal Amount in any Account Year cannot be applied to a future year.

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

Here is an example of how RIE works:

Assume that you are age 60 when your Contract is issued with an initial Purchase Payment of $100,000 and that you elected to participate in RIE with single-life coverage. (If you selected joint-life coverage the numbers shown in the example could be different.) Your Withdrawal Benefit Base and your Bonus Base are each set equal to your initial Purchase Payment on your Issue Date. Because you reached age 59¹⁄₂ prior to your Issue Date, your RIE Coverage Date is your Issue Date. You can begin at any time to withdraw up to your Annual Withdrawal Amount each Account Year without reducing your Withdrawal Benefit Base. During the RIE Bonus Period, your Withdrawal Benefit Base will increase by 7% of your Bonus Base each Account Year in which you do not take a withdrawal. By deferring your withdrawals during a RIE Bonus Period you will increase your Withdrawal Benefit Base, which in turn may maximize your Annual Withdrawal Amount. After the RIE Bonus Period, you will still be eligible to take your Annual Withdrawal Amount each year and to step-up your Withdrawal Benefit Base. However, you will no longer be eligible for the 7% bonus each year. (For convenience, assume that the investment performance on your underlying investments remains constant throughout the life of your Contract, except for Account Year 2.)

Assume that, because of good investment performance of the Designated Funds during Account Year 2, your Account Value has grown to $125,000 by the beginning of Account Year 3. Your Contract is, therefore, eligible for an automatic step-up of its Withdrawal Benefit Base and Bonus Base. Assume that we have not increased the percentage used to calculate the RIE Fee on newly issued Contracts; therefore we will step up your Withdrawal Benefit Base and your Bonus Base to $125,000. Your new Annual Withdrawal Amount will be 5% of your new Withdrawal Benefit Base, or $6,250. Going forward, your new Bonus Base will be $125,000, unless increased by another step-up or reduced by an excess withdrawal, and your RIE Bonus Period will now end on your 12^th Account Anniversary (i.e., ten years after the step-up). All values shown are as of the beginning of the Account Year.

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

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Assume you take your first withdrawal when you are age 66 in Account Year 7. Using the above chart, we set your Lifetime Withdrawal Percentage at 5%. Your Annual Withdrawal Amount will be equal to 5% of your Withdrawal Benefit Base. You can begin withdrawing up to $8,000 each Account Year without reducing your Withdrawal Benefit Base, as shown in the following table:

Account Year	Account Value	Withdrawal Benefit Base	Bonus Base	Annual Withdrawal Amount	Withdrawals
4	$125,000	$133,750	$125,000	$6,688	0
5	$125,000	$142,500	$125,000	$7,125	0
6	$125,000	$151,250	$125,000	$7,563	0
7	$125,000	$160,000	$125,000	$8,000	$8,000
8	$117,000	$160,000	$125,000	$8,000	$8,000

Assume in Account Year 9, you decide to defer taking a withdrawal. Your Withdrawal Benefit Base will increase by 7% of your Bonus Base. Your new Annual Withdrawal Amount will be set equal to 5% of your new Withdrawal Benefit Base, as shown below:

Account Year	Account Value	Withdrawal Benefit Base	Bonus Base	Annual Withdrawal Amount	Withdrawals
9	$109,000	$160,000	$125,000	$8,000	$0
10	$109,000	$168,750	$125,000	$8,438	$8,438

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

Account Year	Account Value	Withdrawal Benefit Base	Bonus Base	Annual Withdrawal Amount	Withdrawals
11	$100,563	$168,750	$125,000	$8,438	$8,438
12	$92,125	$168,750	$125,000	$8,438	$8,438
13	$83,688	$168,750	$125,000	$8,438	$8,438
14	$75,250	$168,750	$125,000	$8,438	$0
15	$75,250	$168,750	$125,000	$8,438	$8,438

There is no way to know for certain whether forgoing income in one or more years will increase or decrease the total income paid to the Participant over the life of the annuity. Generally speaking, not taking income in a year will increase the Annual Withdrawal Amount due to the bonus and the potential for step-ups. Therefore, not taking income in one or more years will mean that the Participant will take income in fewer years, but will be entitled to more income in those years.

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

In general the Company’s risk is greater when the Participant takes the Annual Withdrawal Amount each year beginning on the RIE Coverage Date.

Withdrawals Under RIE

Withdrawals After the RIE Coverage Date

Starting on your RIE Coverage Date, you may take withdrawals totaling up to your Annual Withdrawal Amount each Account Year without reducing your Withdrawal Benefit Base. These withdrawals will reduce your Account Value by

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the amount of the withdrawal, but will not change your Withdrawal Benefit Base. These withdrawals are subject to withdrawal charges only to the extent they are in excess of the greatest of:

• the free withdrawal amount permitted under your Contract (discussed under “Free Withdrawal Amount” under “Withdrawal Charge” in the prospectus to which this Appendix is attached);

• your yearly Required Minimum Distribution Amount (subject to conditions discussed under “Certain Tax Provisions” in this Appendix); and

• your Annual Withdrawal Amount.

Above is an example of withdrawals taken after your RIE Coverage Date. Because they do not exceed your Annual Withdrawal Amount, the withdrawals do not reduce your Withdrawal Benefit Base or your Annual Withdrawal Amount. Because the withdrawals in the example do not exceed your free withdrawal amount permitted under this Contract, your Required Minimum Distribution Amount, or your Annual Withdrawal Amount, they are not subject to any withdrawal charges. If a withdrawal exceeds the greatest of these amounts, then the withdrawal would be subject to withdrawal charges.

Excess Withdrawals

If you take a withdrawal that exceeds your Annual Withdrawal Amount (or your Required Minimum Distribution Amount, if higher), your Withdrawal Benefit Base and your Bonus Base will be reduced proportionately by the excess amount of the withdrawal. In other words, after an “excess withdrawal,” your Bonus Base and your Withdrawal Benefit Base will be reduced according to the following formulas:

Your new Bonus Base	=	A x	(	C	)
				D - E
Your new Withdrawal Benefit Base	=	B x	(	C	)
				D - E

Where:
	A	=	Your Bonus Base immediately prior to the excess withdrawal.
	B	=	Your Withdrawal Benefit Base immediately prior to the excess withdrawal.
	C	=	Your Account Value immediately after the excess withdrawal.
	D	=	Your Account Value immediately prior to the excess withdrawal.
	E	=	Your Annual Withdrawal Amount minus any prior partial withdrawals taken during the current Account Year.

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

Your new Bonus Base	=	125,000	x	121,000 - 6,000
				121,000 - (8,000 - 4,000)
	=	125,000	x	115,000
				117,000
	=	125,000	x	0.98291
	=	122,863
Your new Withdrawal Benefit Base	=	160,000	x	121,000 - 6,000
				121,000 -(8,000 -4,000)
	=	160,000	x	115,000
				117,000
	=	160,000	x	0.98291
	=	157,265

Going forward, your new Annual Withdrawal Amount will be reduced to 5% of your new Withdrawal Benefit Base or $7,863.

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

Withdrawals Prior to the RIE Coverage Date (Early Withdrawals)

Withdrawals taken prior to your RIE Coverage Date are subject to withdrawal charges, to the extent such withdrawals are in excess of the “free withdrawal amount” permitted under your Contract. In addition, all withdrawals taken prior to your RIE Coverage Date, including any “free withdrawal amounts,” will be treated as “early withdrawals” and your Bonus Base and your Withdrawal Benefit Base will be reduced proportionately to the amount of the withdrawal. In other words, your Bonus Base and your Withdrawal Benefit Base will be reduced by the following formulas:

Your new Bonus Base	=	W x	(	Y	)
				Z
Your new Withdrawal Benefit Base	=	X x	(	Y	)
				Z

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Where:
	W	=	Your Bonus Base immediately prior to the early withdrawal.
	X	=	Your Withdrawal Benefit Base immediately prior to the early withdrawal.
	Y	=	Your Account Value immediately after the early withdrawal.
	Z	=	Your Account Value immediately prior to the early withdrawal.

Assume that you are age 45 when your Contract is issued with an initial Purchase Payment of $100,000 and that you elected to participate in RIE with single-life coverage. (If you selected joint-life coverage the number shown in the example could be different.) Your Withdrawal Benefit Base and your Bonus Base are each set equal to your initial Purchase Payment on your Issue Date. Your Withdrawal Benefit Base will increase by 7% of your Bonus Base each year in which you do not take a withdrawal. Your RIE Coverage Date will not occur until your 15^th Account Anniversary (the first Account Anniversary after you reach age 59¹⁄₂). Any withdrawals, including any “free withdrawal amount,” you take prior to that time will be “early withdrawals.”

Assume that because of good investment performance of the Designated Funds during Account Year 2, your Account Value has grown to $125,000 by the beginning of Account Year 3. Your Contract is therefore eligible for an automatic step-up of its Withdrawal Benefit Base and Bonus Base. Assume that we have not increase the percentage used to calculate the RIE Fee on newly issued Contracts; therefore we will step-up your Withdrawal Benefit Base and your Bonus Base to $125,000.

Assume that, in your Account Year 7, you withdraw $10,000. Because you are age 51 (and younger than age 59¹⁄₂), this is an early withdrawal. All values shown are as of the beginning of the Account Year.

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

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

Your new Bonus Base	=	125,000	x	125,000 - 10,000
				125,000
	=	125,000	x	115,000
				125,000
	=	125,000	x	0.92000
	=	115,000
Your new Withdrawal Benefit Base	=	160,000	x	125,000 - 10,000
				125,000
	=	160,000	x	115,000
				125,000
	=	160,000	x	0.92000
	=	147,200

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

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You should be aware that early withdrawals could severely reduce, and even terminate, your RIE Benefit, including reducing your Account Value to zero and thereby terminating your Contract without value.

In addition to reducing your RIE, any withdrawal before you reach age 59¹⁄₂ could have adverse state and federal tax liabilities. You should consult a qualified tax professional for more information.

Depleting Your Account Value

If your Account Value is reduced to zero immediately following an “excess withdrawal” or an “early withdrawal” (as described above), then your Withdrawal Benefit Base will also be reduced to zero and your Contract will terminate without value. Therefore, your Contract, as well as any benefits available with RIE, will end.

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

Cost of RIE

If you elected RIE, we deduct a quarterly fee from your Account Value (“RIE Fee”). The RIE Fee will be taken as a specific deduction from your Account Value on the last valuation day of each Account Quarter. The RIE Fee will be a percentage of your Withdrawal Benefit Base. This percentage will equal 0.1875% of your Withdrawal Benefit Base on the last day of the Account Quarter, if you elected single-life coverage (0.2375% for joint-life coverage). The maximum RIE Fee you can pay in any one Account Year is equal to 0.75% of the highest Withdrawal Benefit Base at any point in that Account Year, if you elected single-life coverage (0.95% for joint-life coverage).

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

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

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

The investment performance of the Designated Funds will not affect your RIE Fee during an Account Year. However, as explained in this Appendix under “Step-Up Under RIE,” favorable investment performance may cause the Withdrawal Benefit Base to increase on an Account Anniversary. That would also increase your RIE Fee.

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

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

Step-Up Under RIE

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

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

• Your Account Value must be greater than your current Withdrawal Benefit Base, adjusted for any 7% bonus increases.

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Note that we have reserved the right to add another requirement for eligibility. We have reserved the right to only allow step-ups if your money is invested in a Fund that is a Designated Fund for newly issued contracts. (See “DESIGNATED FUNDS” in the prospectus to which this Appendix is attached)

If you satisfy the eligibility requirements, then we consider whether market conditions have caused us to increase the percentage used to calculate the RIE Fee on newly issued Contracts. If we are no longer issuing Contracts with the RIE rider then the percentage we use to calculate your RIE Fee will be set based upon current market conditions at that time. Significant changes in stock market prices, interest rate fluctuations, and competitive industry trends are among the market conditions we consider in whether to change the fee.

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

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

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

Assume that you are age 60 when your Contract is issued with an initial Purchase Payment of $100,000 and that you elected to participate in RIE with single-life coverage. (If you selected joint-life coverage the numbers shown in the example could be different.) Assume that, because of good investment performance of the Designated Funds during Account Year 2, your Account Value has grown to $125,000 by the beginning of Account Year 3. Your Contract is, therefore, eligible for an automatic step-up of its Withdrawal Benefit Base and Bonus Base. Assume that we have not increased the percentage used to calculate the RIE Fee on newly issued Contracts; therefore we will step up your Withdrawal Benefit Base and your Bonus Base to $125,000. Your new Annual Withdrawal Amount will be 5% of your new Withdrawal Benefit Base, or $6,250. All values shown are as of the beginning of the Account Year.

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

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

Joint-Life Coverage

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

Joint-life coverage can be elected on an individually-owned Contract or on a co-owned Contract. On an individually-owned Contract, joint-life coverage is available only if your spouse is the sole beneficiary on the Issue Date and

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

If you elected joint-life coverage, the RIE Coverage Date will be your Issue Date if the younger spouse is at least age 59¹⁄₂ on the Issue Date, and will be the first Account Anniversary after the younger spouse attains (or would have attained) age 59¹⁄₂ if the younger spouse is less than age 59¹⁄₂ on the Issue Date. (For purposes of joint-life coverage, the younger spouse refers to the person who was the younger spouse on the Issue Date, even if that person has died or is no longer married to the person who was his or her spouse on the Issue Date.) Thus, “early withdrawals” will be determined based upon this definition of your RIE Coverage Date. Your Lifetime Withdrawal Percentage will be determined based on the age that the younger spouse is (or would have been) on the date of the first withdrawal under the Contract after the RIE Coverage Date, as follows:

Age of Younger Spouse on Date of the  First Withdrawal After Your RIE Coverage Date	Lifetime Withdrawal Percentage
591⁄2 - 69	5%
70 - 79	6%
80 - or older	7%

Once set, your Lifetime Withdrawal Percentage will remain the same for the life of your RIE. Your Annual Withdrawal Amount equals your Withdrawal Benefit Base multiplied by your Lifetime Withdrawal Percentage.

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

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

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

Cancellation of RIE

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

Although transfers among the Designated Funds are permitted as described under “Transfer Privilege” in this prospectus to which this Appendix is attached, RIE will be cancelled automatically:

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

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

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

Death of Participant Under RIE with Single-Life Coverage

If you selected single-life coverage, RIE terminates on the death of any Participant and the Beneficiary may elect to exercise any of the available options under the Death Benefit provisions of the Contract. If your surviving spouse is the

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sole Beneficiary and elects to continue the Contract, your spouse has the additional option of electing to participate in a new RIE rider on the original Contract (assuming that at the time of election RIE is available to new Participants and your surviving spouse meets certain eligibility requirements). If the surviving spouse makes such election:

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

• the new RIE Fee will be set by us based on market conditions at the time and may be higher than the current RIE Fee.

Death of Participant Under RIE with Joint-Life Coverage

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

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

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

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

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

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

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

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

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

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

Annuitization Under RIE

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

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

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

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

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

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

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Certain Tax Provisions

Certain state and federal income tax provisions may be important to you in connection with a living benefit, such as RIE. When you elect to participate in the Retirement Income Escalator Benefit, we will inform you that you may withdraw annual amounts up to your Yearly RMD Amount without reducing your guaranteed withdrawal benefit. To assist you in complying with the RMD requirements, each year, we will notify you in early January of your calculated Yearly RMD Amount and inform you that you may withdraw annual amounts up to your Yearly RMD Amount without reducing your guaranteed withdrawal benefit.

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

• you withdraw your Qualified Contract’s first Yearly RMD Amount in the calendar year you attain age 72 rather than postponing the withdrawal of that Amount until the first quarter of the next calendar year, and

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

If there is any change to the current Code or IRS rules governing the timing or determination of RMD amounts (including, but not limited to, amendments to the current IRS regulations or the issuance of IRS guidance), then we reserve the right to reduce the Annual Withdrawal Amount, Withdrawal Benefit Base or Bonus Base per the terms of the rider regarding excess withdrawals, when a Yearly RMD Amount withdrawn from your Contract exceeds your Annual Withdrawal Amount. (See “Withdrawals under RIE” in this Appendix) Notice will be given to Contract Owners before we exercise this right.

For further discussion of some of these provisions, please refer to “Impact of Optional Death Benefits and Optional Living Benefits” under “TAX PROVISIONS” in the prospectus to which this Appendix is attached.

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APPENDIX J - Income ON Demand^®

The optional living benefit known as Income ON Demand (“Income ON Demand,” “Benefit,” or “the rider”) was available for all Contracts purchased on or after March 5, 2007 and prior to October 20, 2008 and certain contracts purchased on or after October 20, 2008. The following information applies to your Contract if you elected to participate in Income ON Demand. Income ON Demand is no longer available for sale on new Contracts.

To describe how Income ON Demand works, we use the following definitions:

Income ON Demand Coverage Date: Your Issue Date if you are at least age 55 at issue, otherwise the first Account Anniversary following your 55^th birthday.

Annual Income Amount: The amount added to your Stored Income Balance on each Account Anniversary beginning on the Income ON Demand Coverage Date; it is equal to 5% of your Income Benefit Base on the date of crediting.

Stored Income Balance: The amount you may withdraw at any time after age 59¹⁄₂ without reducing the Benefit.

Income Benefit Base: The amount used to calculate your Annual Income Amount and your “Income ON Demand Fee” (see “Cost of Income ON Demand”).

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

Upon annuitization, Income ON Demand and any elected optional death benefit automatically terminate.

Income ON Demand allows you to withdraw a guaranteed amount each year, beginning at age 59¹⁄₂, until the death of any Participant if single-life coverage is elected (or until the death of both the Participant and the Participant’s spouse if joint-life coverage is elected), regardless of the investment performance of the Designated Funds, provided that you comply with certain requirements. The amount you can withdraw, in any one year, is based on 5% of your Income Benefit Base. Any amount that you do not withdraw in a given year will be stored in the Stored Income Balance and can be withdrawn at any time in the future. The amount you can withdraw each year can be increased or decreased as described below under “Determining Your Stored Income Balance.”

In addition, if you make no withdrawals during the first 10 Account Years, regardless of your age on the Issue Date, we will credit to your Account Value an amount equal to the excess, if any, of your total Purchase Payments over your then Account Value. If you are participating in Income ON Demand, you may make Purchase Payments only during your first Account Year. After the first Account Anniversary, any Purchase Payments you submit will be returned to you.

You also have the option of choosing between single-life coverage and joint-life coverage. These options are described in greater detail in this Appendix under “Joint-Life Coverage” and the sections entitled “Death of Participant Under Income ON Demand with Single-Life Coverage” and “Death of Participant Under Income ON Demand with Joint-Life Coverage.”

To participate in Income ON Demand, all of your Account Value must be invested in a Designated Fund at all times during the term of Income ON Demand. (The term of Income ON Demand is for life, unless your Income Benefit Base

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is reduced to zero or Income ON Demand is terminated or cancelled as described in this Appendix under “Cancellation of Income ON Demand,” “Depleting Your Account Value,” and “Annuitization Under Income ON Demand.”) See “DESIGNATED FUNDS” in the prospectus to which this Appendix is attached.

Determining Your Income Benefit Base

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

• decreased following any withdrawals you take prior to becoming age 59¹⁄₂;

• decreased following any withdrawals you take after becoming age 59¹⁄₂, if such withdrawal is in excess of the Stored Income Balance at the time of the withdrawal;

• increased by any step-ups as described under “Step-Up Under Income ON Demand” in this Appendix;

• increased to the extent you exercise your one-time option to use any amount of your Stored Income Balance to increase your Income Benefit Base, as described in this Appendix under “How Income ON Demand Works”; and

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

Determining Your Stored Income Balance

On the Income ON Demand Coverage Date, your Stored Income Balance will equal your Annual Income Amount (i.e., 5% of your Income Benefit Base on that Date). After the initial Stored Income Balance has been set, your Stored Income Balance:

• increases by 5% of any subsequent Purchase Payments you make during the first year following the Issue Date,

• increases on each Account Anniversary by the amount of your Annual Income Amount determined on that Anniversary,

• decreases by the amount of any withdrawals you take, and

• decreases by the amount you use in exercising your “one-time” option to increase your Income Benefit Base (described below under “How Income ON Demand Works”).

How Income ON Demand Works

Under the terms of Income ON Demand, you can take withdrawals up to the amount of your Stored Income Balance at any time, subject to the terms and conditions discussed below. If your Account Value is reduced to zero(other than as a result of an “early withdrawal” or an “excess withdrawal”), as long as your Income Benefit Base is greater than zero, you will receive your full Annual Income Amount every year until you die. Although your Stored Income Balance will begin accumulating on the Income ON Demand Coverage Date, you may not begin withdrawing your Stored Income Balance until you are (or, for joint-life coverage, the younger spouse is) at least age 59¹⁄₂ without reducing your Income Benefit Base. You can continue to withdraw your Stored Income Balance until your Annuity Commencement Date.

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

Your Stored Income Balance can be used in two ways. You can withdraw all or a portion of your Stored Income Balance through partial withdrawals, or you can use all or a portion of your Stored Income Balance to effect a “one-time” increase of your Income Benefit Base.

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Withdrawals from your Stored Income Balance can be taken at any time after age 59¹⁄₂ without affecting your Income Benefit Base. If, at any time after age 59¹⁄₂ and prior to your Annuity Commencement Date, you make a withdrawal that does not exceed your Stored Income Balance:

• your Stored Income Balance will be decreased by the amount withdrawn, and

• the withdrawal will not be subject to surrender charges.

You also have the option to use all or a portion of your Stored Income Balance to increase your Income Benefit Base. This option allows you to increase your future Annual Income Amount. This option may be exercised only once and must occur prior to your Annuity Commencement Date and prior to the later of your tenth Account Anniversary and the Account Anniversary following your 65th birthday. If you choose to use any portion of your Stored Income Balance to increase your Income Benefit Base:

• your Stored Income Balance will be decreased by the amount used;

• the amount of Stored Income Balance used will be added to your Income Benefit Base; and

• your Annual Income Amount will be reset on your next Account Anniversary to equal 5% of the then Income Benefit Base.

After you exercise this “one-time” option, your new Annual Income Amount will be added to your Stored Income Balance on each Account Anniversary, unless and until there is another occurrence (as noted in this section) that changes your Annual Income Amount.

Here is an example of how Income ON Demand works.

Assume that you are age 60 when your Contract is issued with an initial Purchase Payment of $100,000. Assume you elected to participate in Income ON Demand. Your Income Benefit Base is equal to your initial Purchase Payment on your Issue Date. Your Annual Income Amount is $5,000 (5% of your Income Benefit Base). Therefore, $5,000 will be added each year to your Stored Income Balance.

Year	Annual Income Amount		Stored Income Balance
	(Amount Added to Stored Income Balance)		(Cumulative Balance if No Withdrawals Taken)
1	$5,000	®	$5,000
2	$5,000	®	$10,000
3	$5,000	®	$15,000
4	$5,000	®	$20,000
5	$5,000	®	$25,000
6	$5,000	®	$30,000
7	$5,000	®	$35,000
8	$5,000	®	$40,000
9	$5,000	®	$45,000
10	$5,000	®	$50,000

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Assume that, immediately prior to your tenth Account Anniversary, you decide to use the full amount of your Stored Income Balance ($50,000) to increase your Income Benefit Base. Your Income Benefit Base will be increased to $150,000. Your Annual Income Amount will be $7,500 (5% of your Income Benefit Base). Therefore $7,500 will be added each year to your Stored Income Balance.

Year	Annual Income Amount		Stored Income Balance
	(Amount Added to Stored Income Balance)		(Cumulative Balance if No Withdrawals Taken)
11	$7,500	®	$7,500
12	$7,500	®	$15,000
13	$7,500	®	$22,500
14	$7,500	®	$30,000
15	$7,500	®	$37,500

Assume instead that you decide to take a lump sum withdrawal of $50,000, thus depleting your Stored Income Balance. Your Income Benefit Base will remain at $100,000. Your Annual Income Amount remains at $5,000 (5% of your Income Benefit Base). Therefore $5,000 will be added each year to your Stored Income Balance.

Year	Annual Income Amount		Stored Income Balance
	(Amount Added to Stored Income Balance)		(Cumulative Balance if No Additional Withdrawals)
11	$5,000	®	$5,000
12	$5,000	®	$10,000
13	$5,000	®	$15,000
14	$5,000	®	$20,000
15	$5,000	®	$25,000

Withdrawals Under Income ON Demand

Withdrawals After Age 59¹⁄₂

Starting at age 59¹⁄₂, you may take annual withdrawals up to your Stored Income Balance without reducing your future Annual Income Amount. These withdrawals will reduce your Stored Income Balance by the full amount of the withdrawal, but will not change your Income Benefit Base. Withdrawals taken after you reach age 59¹⁄₂ are subject to withdrawal charges only to the extent they are in excess of the greatest of:

• the free withdrawal amount permitted under your Contract,

• your Stored Income Balance, or

• your yearly Required Minimum Distribution Amount (subject to conditions discussed in this Appendix under “Certain Tax Provisions”).

Here is an example of a partial withdrawal that does not exceed your Stored Income Balance.

Using the facts of the first example, assume that, immediately prior to your tenth Account Anniversary, you decide to take a lump sum withdrawal of $30,000 from the $50,000 in your Stored Income Balance, thus reducing your Stored Income Balance to $20,000. Your Income Benefit Base will remain at $100,000. Your Annual Income Amount will remain at $5,000 (5% of your Income Benefit Base). Therefore $5,000 will be added each year to your Stored Income Balance.

Year	Annual Income Amount		Stored Income Balance
	(Amount Added to Stored Income Balance)		(Cumulative Balance if No Additional Withdrawals)
11	$5,000	®	$25,000
12	$5,000	®	$30,000
13	$5,000	®	$35,000
14	$5,000	®	$40,000
15	$5,000	®	$45,000

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Excess Withdrawals

If you take a withdrawal that exceeds your Stored Income Balance (or your Required Minimum Distribution Amount, if higher), your Income Benefit Base will be reset to equal the lesser of:

• the Income Benefit Base prior to the withdrawal reduced by the amount of the withdrawal in excess of the Stored Income Balance (or your yearly Required Minimum Distribution Amount, if higher), and

• the Account Value after the withdrawal.

Your Annual Income Amount will be recalculated based on the reduced Income Benefit Base. Here is an example of a withdrawal that exceeds your Stored Income Balance, thus reducing future Annual Income Amounts even if the market has performed well.

Using the facts of the first example, assume that, immediately prior to your tenth Account Anniversary, you decide to take a lump sum payment of $60,000 thus exceeding your Stored Income Balance of $50,000. Assume also that your Account Value immediately prior to the withdrawal is $120,000. Your Income Benefit Base will be reset to the lesser of (a) your old Income Benefit Base reduced by the excess of your withdrawal over the Stored Income Balance [$100,000 - ($60,000 - $50,000) = $90,000)] or (b) your new Account Value after the withdrawal ($120,000 - $60,000 = $60,000) or $60,000. Your new Annual Income Amount will be $3,000 (5% of your Income Benefit Base). Therefore $3,000 will be added each year to your Stored Income Balance.

Year	Annual Income Amount		Stored Income Balance
	(Amount Added to Stored Income Balance)		(Cumulative Balance if No Additional Withdrawals)
11	$3,000	®	$3,000
12	$3,000	®	$6,000
13	$3,000	®	$9,000
14	$3,000	®	$12,000
15	$3,000	®	$15,000

Excess withdrawals taken in a down market could even more severely reduce, and even terminate, your benefits under Income ON Demand, including reducing your Account Value to zero and thereby terminating your Contract without value. Here is an example of an excess withdrawal taken after the investment performance of the Designated Funds has reduced your Account Value:

Using the facts of the preceding example, assume that your Account Value immediately prior to the withdrawal is $80,000. Your Income Benefit Base will be reset to equal the lesser of (a) your previous Income Benefit Base reduced by the excess of your withdrawal over the Stored Income Balance [$100,000 - ($60,000 - $50,000) = $90,000)] and (b) your Account Value immediately after the withdrawal ($80,000 - $60,000 = $20,000) or $20,000. Your new Annual Income Amount will be $1,000 (5% of your Income Benefit Base). Therefore, only $1,000 will be added each year to your Stored Income Balance.

Year	Annual Income Amount		Stored Income Balance
	(Amount Added to Stored Income Balance)		(Cumulative Balance if No Additional Withdrawals)
11	$1,000	®	$1,000
12	$1,000	®	$2,000
13	$1,000	®	$3,000
14	$1,000	®	$4,000
15	$1,000	®	$5,000

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Withdrawals Prior to Age 59¹⁄₂ (Early Withdrawals)

All withdrawals taken before age 59¹⁄₂, including any “free withdrawal amounts,” will be considered “early withdrawals” and the Income Benefit Base will be reset to equal the lesser of:

• the Income Benefit Base prior to the withdrawal reduced by the amount of the withdrawal in excess of the Stored Income Balance (or your yearly Required Minimum Distribution Amount, if higher), and

• the Account Value after the withdrawal.

Your Annual Income Amount will be recalculated based on the reduced Income Benefit Base.

In addition, withdrawals prior to age 59¹⁄₂ will also be subject to withdrawal charges, to the extent such withdrawals are in excess of the “free withdrawal amount” permitted under your Contract. Early withdrawals could severely reduce, and even terminate, your benefits under Income ON Demand, including reducing your Account Value to zero and thereby terminating your Contract without value. Here is an example of an early withdrawal taken after the investment performance of the Designated Funds has reduced your Account Value.

Assume that you are age 50 when your Contract is issued with an initial Purchase Payment of $100,000 and that you elected to participate in Income ON Demand. Your Income Benefit Base is set equal to your initial Purchase Payment on your Issue Date ($100,000), but benefits under Income ON Demand do not begin to accrue until the first Account Anniversary after your 55th birthday (your Income ON Demand Coverage Date). Assume also that poor investment performance of your underlying funds has reduced your Account Value to $85,000 by the end of your second Account Year. At that time, you decide to withdraw $5,000, further reducing your Account Value to $80,000. Your Income Benefit Base will be reset to $80,000 which is the lesser of (1) your previous Income Benefit Base reduced by the amount of the withdrawal in excess of the Stored Income Balance ($100,000 - $5,000 = $95,000) and (2) your Account Value immediately after the withdrawal ($85,000 - $5,000 = $80,000). Assuming you take no additional withdrawals prior to your Income ON Demand Coverage Date, your Annual Income Amount will be $4,000 (5% of your Income Benefit Base.)

Year	Income Benefit Base	Annual Income Amount		Stored Income Balance
	(beginning of Account Year)	(Amount Added to Stored Income Balance)		(Cumulative Balance if No Withdrawals Taken)
1	$100,000	$0	®	$0
2	$100,000	$0	®	$0
3	$80,000	$0	®	$0
4	$80,000	$0	®	$0
5	$80,000	$0	®	$0
6	$80,000	$4,000	®	$4,000
7	$80,000	$4,000	®	$8,000
8	$80,000	$4,000	®	$12,000
9	$80,000	$4,000	®	$16,000
10	$80,000	$4,000	®	$20,000

In addition to reducing your benefits under Income ON Demand, any withdrawal before age 59¹⁄₂ could have adverse state and federal tax liabilities. You should consult a qualified tax professional for more information.

Depleting Your Account Value

If your Account Value is reduced to zero immediately following an “excess withdrawal” or an “early withdrawal” (as described above), then your Stored Income Balance and your Income Benefit Base will both be reduced to zero and your Contract will terminate without value. Therefore, your Contract, as well as any benefits available with Income ON Demand, will end.

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If, on the other hand, your Account Value is reduced to zero through any combination of poor investment performance of the Designated Funds, Contract charges, and withdrawals other than excess or early withdrawals, your Income Benefit Base will not be reduced. Your Contract will therefore end, but Income ON Demand will continue. That is to say, regardless of your age on the day the Account Value is reduced to zero, you will be entitled to receive annual payments. These payments will be equal to 5% of the amount of your Income Benefit Base, as determined on that day and increased (if you choose) by any remaining Stored Income Balance as described below. These payments will begin on the first Account Anniversary after your Account Value goes to zero and continue for as long as you live. If you elected joint-life coverage, the payments will continue until the death of both you and your spouse as described in this Appendix under “Death of Participant Under Income ON Demand with Joint-Life Coverage.” If you have any remaining Stored Income Balance on the day your Account Value is reduced to zero, you will be notified that, before you begin to receive your “annual lifetime payments,” you must deplete your Stored Income Balance by:

(a) taking a lump sum withdrawal of your remaining Stored Income Balance,

(b) using the remaining amount of your Stored Income Balance to increase your Income Benefit Base (and thus the amount of your “annual lifetime payments”), if you have not already exercised this one-time option as described in this Appendix under “How Income ON Demand Works,” or

(c) using a combination of (a) and (b).

Because the Contract has ended, a lump sum withdrawal will not be subject to any withdrawal charges. You should be aware, however, that a lump sum withdrawal could be subject to state and federal income tax liability. You should consult a qualified tax professional for more information.

Cost of Income ON Demand

If you elected Income ON Demand, we will deduct a quarterly fee from your Account Value (“Income ON Demand Fee”). The Income ON Demand Fee will be taken as a specific deduction from your Account Value on the last valuation day of each Account Quarter. The Fee will be a percentage of your Income Benefit Base. This percentage rate will equal 0.1625% of your Income Benefit Base on the last day of the Account Quarter, if you elected single-life coverage (0.2125% for joint-life coverage). The maximum Income ON Demand Fee you can pay in any one Account Year is equal to 0.65% of the highest Income Benefit Base at any point in that Account Year, if you elected single-life coverage (0.85% for joint-life coverage).

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

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

• If you take advantage of the one-time option to use all or a portion of your Stored Income Balance to increase your Income Benefit Base and thus your Income ON Demand Fee.

• If you make a withdrawal prior to age 59¹⁄₂ or a withdrawal in excess of your Stored Income Balance, you will decrease your Income Benefit Base and thus your Income ON Demand Fee.

The investment performance of the Designated Funds will not affect your Income ON Demand Fee during an Account Year. However, as stated in this Appendix under “Step-Up Under Income ON Demand,” favorable investment performance may cause the Income Benefit Base to increase on an Account Anniversary. That would also increase your Income ON Demand Fee.

We will continue to deduct the Income ON Demand Fee until you annuitize your Contract, your Account Value reduces to zero, or your Income ON Demand Benefit is cancelled as described under “Cancellation of Income ON Demand” in this Appendix.

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Tenth-Year Credit

If you make no withdrawals during your first ten Account Years, on your tenth Account Anniversary, we will credit your Account Value with an amount equal to the excess, if any, of your total Purchase Payments over your then Account Value. Your Income Benefit Base will not change. This tenth-year credit will be allocated to the Designated Fund in which you are invested at the time.

Step-Up Under Income ON Demand

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

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

• Your Account Value less your Stored Income Balance must be greater than your current Income Benefit Base. (If you have not yet reached your Income ON Demand Coverage Date and therefore do not yet have a Stored Income Balance, your Account Value must only be greater than your current Income Benefit Base.)

If you satisfy the eligibility requirements, we then consider whether market conditions have caused us to increase the percentage rate used to calculate the Income ON Demand Fee on newly issued Contracts. If we are no longer issuing Contracts with the Income ON Demand rider then the percentage rate we use to calculate your Income ON Demand Fee will be set based upon current market conditions at that time. Significant changes in stock market prices, interest rate fluctuations, and competitive industry trends are among the market conditions we consider in whether to change the fee.

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

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

At the time of step-up, the step-up will increase your Income Benefit Base to an amount equal to your Account Value less your Stored Income Balance. After the step-up, your Annual Income Amount will be 5% of your new Income Benefit Base.

Joint-Life Coverage

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

Joint-life coverage can be elected on an individually-owned Contract or on a co-owned Contract. On an individually-owned Contract, joint-life coverage is available only if your spouse is the sole beneficiary on the Issue Date and remains the sole beneficiary while Income ON Demand is in effect. On a co-owned Contract, joint-life coverage is available only if you and your spouse are the only co-owners on the Issue Date and remain so while Income ON

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Demand is in effect. Whereas single-life coverage provides an Annual Income Amount only until any Participant dies, joint-life coverage provides an Annual Income Amount for as long as either you or your spouse is alive. Note that, for joint-life coverage to continue after the death of any Participant, the surviving spouse must elect to continue the contract through the “Spousal Continuance” provision. See also “Death of Participant Under Income ON Demand with Joint-Life Coverage” in this Appendix.

If you have elected joint-life coverage, the Income On Demand Coverage Date will be your Issue Date if the younger spouse is at least age 55 on the Issue Date, and will be the first Account Anniversary after the younger spouse attains (or would have attained) age 55 if the younger spouse is less than age 55 on the Issue Date. (For purposes of joint-life coverage, the younger spouse refers to the person who was the younger spouse on the Issue date, even if that person has died or is no longer married to the person who was his or her spouse on the Issue Date.) On the Income On Demand Coverage Date, your Annual Income Amount will be calculated and begin accumulating. If withdrawals of the Stored Income Balance are taken before the date the younger spouse attains (or would have attained) age 59¹⁄₂, the withdrawal will be considered an “early withdrawal,” and the Income Benefit Base will be reduced.

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

If one spouse is significantly younger than the other spouse, you should carefully consider whether joint-life coverage is an appropriate choice in light of the possibly long waiting period before the benefit begins to store income and in light of the higher fee for joint-life coverage.

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

Cancellation of Income ON Demand

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

Although transfers among the Designated Funds are permitted as described under “Transfer Privilege” in the prospectus to which this Appendix is attached, Income ON Demand will be cancelled automatically:

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

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

A change of ownership of the Contract may also cancel Income ON Demand.

Death of Participant Under Income ON Demand with Single-Life Coverage

If you selected single-life coverage, Income ON Demand terminates on the death of any Participant and the Beneficiary may elect to exercise any of the available options under the Death Benefit provisions of the Contract. Alternately, the Beneficiary may elect to receive the Stored Income Balance. If your surviving spouse is the sole Beneficiary and elects to continue the Contract, your spouse has the additional option of electing to participate in a new Income ON Demand Rider on the original Contract (assuming that, at the time of such election, Income ON Demand is available to new Participants and your surviving spouse meets certain eligibility requirements). If the surviving spouse makes such election:

• the new Account Value will be the greater of the Stored Income Balance on the original Contract or the Death Benefit;

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• the new Income ON Demand Fee will be set by us based on market conditions at the time and may be higher than the current Income ON Demand Fee;

• the new Income Benefit Base will be equal to the Account Value after any Death Benefit has been credited; and

• the new Stored Income Balance will be reset to zero.

Death of Participant Under Income ON Demand with Joint-Life Coverage

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

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

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

• the Stored Income Balance will remain unchanged;

• the Income Benefit Base will remain unchanged until the next Account Anniversary when a step-up could apply due to an increase in Account Value (see “Step-Up Under Income ON Demand” in this Appendix);

• on each Account Anniversary, the Annual Income Amount will be equal to the Income Benefit Base multiplied by 5%; and

• the Income ON Demand fee for the joint-life coverage option will continue for the surviving spouse as it was immediately prior to the death of the Participant.

At the death of the surviving spouse, the Contract, including Income ON Demand, terminates.

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

Annuitization Under Income ON Demand

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

(1) surrender your Contract and receive your Cash Surrender Value (or your Stored Income Balance, if greater),

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

(3) (a) receive any remaining Stored Income Balance in a single sum and (b) annuitize your remaining Account Value as a single-life annuity (or a joint-life annuity, if joint-life coverage was elected at issue and you are still eligible to receive it) with an annualized annuity payment of not less than 5% of your then current Income Benefit Base.

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

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

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Certain Tax Provisions

Certain state and federal income tax provisions may be important to you in connection with a living benefit, such as Income ON Demand. When you elect to participate in Income ON Demand, you may withdraw annual amounts up to the Yearly RMD Amount without affecting your benefits under Income ON Demand, subject to the conditions stated below. In the event that your Yearly RMD Amount attributable to your Contract is greater than your Stored Income Balance, we are currently waiving the withdrawal provisions under Income ON Demand as follows. If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in Income ON Demand, we reduce your Account Value and your Stored Income Balance, dollar for dollar, by the amount of the withdrawal to a value not less than zero. We will not, however, penalize you if the current Federal Tax Laws require you to withdraw from your Contract an amount greater than your Stored Income Balance. In other words, if a Yearly RMD Amount exceeds your Stored Income Balance, we will reduce your Stored Income Balance, but we will not reduce your Income Benefit Base, provided that:

• you withdraw your Qualified Contract’s first Yearly RMD Amount in the calendar year you attain age 72 rather than postponing the withdrawal of that Amount until the first quarter of the next calendar year, and

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

If there is any change to the current Code or IRS rules governing the timing or determination of RMD Amounts (including, but not limited to, amendments to the current IRS regulations or the issuance of IRS guidance), we reserve the right, in our sole discretion, to reduce your Stored Income Balance and your Income Benefit Base, or both of these amounts, per the terms of the Income ON Demand Rider regarding excess withdrawals (see “Withdrawals Under Income ON Demand”), when a Yearly RMD Amount withdrawn from your Contract exceeds your Stored Income Balance. Notice will be given to Contract Owners before we exercise this right.

For further discussion of some of these provisions, please refer to “Impact of Optional Death Benefits and Optional Living Benefits” under “TAX PROVISIONS” in the prospectus to which this Appendix is attached.

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APPENDIX K -

Income ON Demand^® II

The optional living benefit known as Income ON Demand II (“IOD II” or “the rider”) was available for Contracts purchased on or after October 20, 2008 and prior to February 17, 2009. The following information applies to your Contract if you elected to participate in IOD II. IOD II is no longer available for sale on new Contracts.

To describe how IOD II works, we use the following definitions:

Annual Income Amount: The amount added to your Stored Income Balance on each Account Anniversary during your Stored Income Period. It is equal to 5% of your Income Benefit Base on the date of crediting.

Early Withdrawal: Any withdrawal taken prior to your First Withdrawal Date.

Excess Withdrawal: Any withdrawal taken after your First Withdrawal Date that exceeds your Stored Income Balance (or your Required Minimum Distribution Amount, if greater).

Fee Base: The amount used to calculate your “IOD II Fee” (see “Cost of IOD II”).

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

Income Benefit Base: The amount used to calculate your Annual Income Amount for IOD II.

Stored Income Balance: The amount you may withdraw at any time after your First Withdrawal Date without reducing your benefits under IOD II.

Stored Income Period: A period beginning on your Issue Date if you are at least age 50 at issue, otherwise the first Account Anniversary following your 50^th birthday, ending on your Annuity Commencement Date.

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

Upon annuitization, IOD II and any elected optional death benefit automatically terminate.

IOD II allows you to withdraw a guaranteed amount each year, beginning after your First Withdrawal Date, until the death of any Participant if single-life coverage is elected (or until the death of both the Participant and the Participant’s spouse if joint-life coverage is elected), regardless of the investment performance of the Designated Funds, provided that you comply with certain requirements. The amount you can withdraw, in any one year, is based on 5% of your Income Benefit Base. Any amount that you do not withdraw in a given Account Year will remain in the Stored Income Balance and can be withdrawn at any time in the future.

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

To participate in IOD II, all of your Account Value must be invested only in Designated Funds at all times during the term of IOD II. (The term of IOD II is for life, unless your Income Benefit Base is reduced to zero or your benefits under IOD II are terminated or cancelled as described in this Appendix under “Cancellation of IOD II,” “Depleting Your Account Value,” and “Annuitization Under IOD II.”) The only Funds, dollar-cost averaging program options, and asset allocation models that currently qualify as Designated Funds are shown in the section entitled “DESIGNATED FUNDS” in the prospectus to which this Appendix is attached.

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You also have the option of choosing between single-life coverage and joint-life coverage. These options are described in greater detail in this Appendix under “Joint-Life Coverage” and the sections entitled “Death of Participant Under IOD II with Single-Life Coverage” and “Death of Participant Under IOD II with Joint-Life Coverage.”

Determining Your Income Benefit Base

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

• increased on each Account Anniversary by any step-ups as described under “Step-Up Under IOD II” in this Appendix;

• increased to the extent that you exercise your one-time option to use any amount of your Stored Income Balance to increase your Income Benefit Base, as described under “How IOD II Works” in this Appendix;

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

• decreased following any Early Withdrawals you take, as described under “Early Withdrawals” in this Appendix; and

• decreased following any Excess Withdrawals you take, as described under “Excess Withdrawals” in this Appendix.

Determining Your Stored Income Balance

At the beginning of the Stored Income Period, your Stored Income Balance will equal your Annual Income Amount (i.e., 5% of your Income Benefit Base on that Date). Thereafter, your Stored Income Balance is:

• increased by 5% of any subsequent Purchase Payments you make during the first year following the Issue Date;

• increased on each Account Anniversary by your Annual Income Amount determined on that Anniversary;

• decreased by the amount of any withdrawals you take, on or after your First Withdrawal Date, up to the amount of your Stored Income Balance;

• decreased to $0 if you take an Excess Withdrawal;

• decreased in proportion to the change in your Account Value if you take an Early Withdrawal; and

• decreased by the amount you use in exercising your one-time option to increase your Income Benefit Base (described under “How IOD II Works”).

How IOD II Works

Under the terms of IOD II, you can take withdrawals up to the amount of your Stored Income Balance beginning on your First Withdrawal Date, subject to the terms and conditions discussed below. You can use all or a portion of your Stored Income Balance to effect a one-time increase of your Income Benefit Base prior to your Annuity Commencement Date. If your Account Value is reduced to zero (other than as a result of an Early Withdrawal or an Excess Withdrawal), and your Income Benefit Base is greater than zero, you will receive your full Annual Income Amount every year until you die.

Withdrawals from your Stored Income Balance can be taken at any time beginning on your First Withdrawal Date and prior to your Annuity Commencement Date without affecting your Income Benefit Base. If, beginning on your First Withdrawal Date, you make a withdrawal that does not exceed your Stored Income Balance:

• your Stored Income Balance will be decreased by the amount withdrawn; and

• the withdrawal will not be subject to withdrawal charges.

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You also have the option to use all or a portion of your Stored Income Balance to increase your Income Benefit Base. This option allows you to increase your future Annual Income Amount. While your Contract is in force, you may exercise this option only once and you must do so prior to your Annuity Commencement Date. If you choose to use any portion of your Stored Income Balance to increase your Income Benefit Base:

• your Stored Income Balance will be decreased by the amount used;

• the amount of your Stored Income Balance used will be added to your Income Benefit Base; and

• your new Annual Income Amount on your next Account Anniversary will equal 5% of your new Income Benefit Base.

Here is an example of how IOD II works:

Assume that you are age 60 when your Contract is issued with an initial Purchase Payment of $100,000. Assume you elect to participate in IOD II with single-life coverage and investment performance of the Designated Funds is constant over the years. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Income Benefit Base is equal to your initial Purchase Payment on your Issue Date. Your Annual Income Amount is $5,000 (5% of your Income Benefit Base). Therefore, $5,000 will be added each year to your Stored Income Balance. All values shown are as of the beginning of the Account Year.

Year	Account Value		Income Benefit Base		Annual Income Amount		Withdrawal		Stored Income Balance
1	$	100,000	$	100,000	$	5,000	$	0	$	5,000
2	$	100,000	$	100,000	$	5,000	$	0	$	10,000
3	$	100,000	$	100,000	$	5,000	$	0	$	15,000
4	$	100,000	$	100,000	$	5,000	$	0	$	20,000

During your fifth Account Year, you use the full amount of your Stored Income Balance ($25,000) to increase your Income Benefit Base. On your next Account Anniversary, your Income Benefit Base will be increased to $125,000 and your Annual Income Amount will be $6,250 (5% of your Income Benefit Base). Therefore $6,250 will be added each year to your Stored Income Balance unless your Annual Income Amount changes.

Year	Account Value	Income Benefit Base	Annual Income Amount	Withdrawal	Stored Income Balance
5	$100,000	$100,000	$5,000	$0	$25,000
6	$100,000	$125,000	$6,250	$0	$6,250
7	$100,000	$125,000	$6,250	$0	$12,500
8	$100,000	$125,000	$6,250	$0	$18,750

Each year thereafter, the Annual Income Amount will be added to the Stored Income Balance in the same manner.

Assume instead that, during your fifth Account Year, you take a withdrawal of $25,000, thereby reducing your Stored Income Balance to $0. On your next Account Anniversary your Income Benefit Base will remain at $100,000 and your Annual Income Amount remains at $5,000 (5% of your Income Benefit Base). Therefore $5,000 will be added each year to your Stored Income Balance unless your Annual Income Amount changes.

Year	Account Value	Income Benefit Base	Annual Income Amount	Withdrawal	Stored Income Balance
5	$100,000	$100,000	$5,000	$25,000	$0
6	$75,000	$100,000	$5,000	$0	$5,000
7	$75,000	$100,000	$5,000	$0	$10,000
8	$75,000	$100,000	$5,000	$0	$15,000

Each year thereafter, the Annual Income Amount will be added to the Stored Income Balance in the same manner.

Early Withdrawals and Excess Withdrawals may significantly decrease, and even terminate your benefits under IOD II, including reducing your Account Value to zero and thereby terminating your Contract without value, as

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described further in this Appendix under “Withdrawals Under IOD II.” Even if your Stored Income Period has begun, withdrawals prior to your First Withdrawal Date are considered Early Withdrawals. Investing in any Fund, other than a Designated Fund, will cancel IOD II as described under “Cancellation of IOD II” in this Appendix.

Withdrawals Under IOD II

Withdrawals After Your First Withdrawal Date

Starting on your First Withdrawal Date and continuing to your Annuity Commencement Date you may take annual withdrawals up to your Stored Income Balance without reducing your future Annual Income Amount. These withdrawals will reduce your Stored Income Balance by the full amount of the withdrawal, but will not change your Income Benefit Base. This is shown in the example above.

Withdrawals taken after your First Withdrawal Date and during the withdrawal charge period permitted under your Contract are subject to withdrawal charges only to the extent they are in excess of the greatest of:

• the free withdrawal amount permitted under your Contract;

• your Stored Income Balance; or

• your Yearly Required Minimum Distribution Amount (subject to conditions discussed in this Appendix under “Certain Tax Provisions”).

Excess Withdrawals

If you take an Excess Withdrawal, your Income Benefit Base will be reduced according to the following formula:

Your new Income Benefit Base	=	IBB x	(	AV - WD	)
				AV - SB

Where:
	IBB	=	Your Income Benefit Base immediately prior to the Excess Withdrawal.
	WD	=	The amount of the Excess Withdrawal.
	SB	=	Your Stored Income Balance (or your Required Minimum Distribution Amount, if greater) immediately prior to the Excess Withdrawal.
	AV	=	Your Account Value immediately prior to the Excess Withdrawal.

Your Annual Income Amount will be recalculated based on the reduced Income Benefit Base. Here is an example of an Excess Withdrawal.

Using the same facts as the previous example, assume that in your fifth Account Year you take a withdrawal of $50,000, exceeding your Stored Income Balance. Assume that, due to poor investment performance during the fifth Account Year, your Account Value was $90,000 immediately prior to the withdrawal. Your Income Benefit Base will be reduced to $61,538 as shown below.

Year	Account Value	Income Benefit Base	Annual Income Amount	Withdrawal	Stored Income Balance
5	$100,000	$100,000	$5,000	$50,000	$0
6	$40,000	$61,538	$3,077	$0	$3,077
7	$40,000	$61,538	$3,077	$0	$6,154
8	$40,000	$61,538	$3,077	$0	$9,231

Each year thereafter, the Annual Income Amount will be added to the Stored Income Balance in the same manner.

Your new Income Benefit Base	=	$	100,000 x	(	$90,000 -  $50,000	)	=	$	61,538
					$90,000 - $25,000

Excess Withdrawals taken in a down market could severely reduce, and even terminate, your benefits under IOD II, including reducing your Account Value to zero and thereby terminating your Contract without value.

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Early Withdrawals

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

Your new Income Benefit Base	=	IBB x	(	AV - WD	)
				AV
Your new Stored Income Balance	=	SB x	(	AV - WD	)
				AV

Where:
	IBB	=	Your Income Benefit Base immediately prior to the Early Withdrawal.
	SB	=	Your Stored Income Balance immediately prior to the Early Withdrawal.
	WD	=	The amount of the Early Withdrawal.
	AV	=	Your Account Value immediately prior to the Early Withdrawal.

Your future Annual Income Amount will be recalculated based on the reduced Income Benefit Base.

In addition, Early Withdrawals will also be subject to withdrawal charges, to the extent that such withdrawals are in excess of the “free withdrawal amount” permitted under your Contract. Early Withdrawals could severely reduce, and even terminate, your benefits under IOD II, including reducing your Account Value to zero and thereby terminating your Contract without value.

In addition to reducing your benefits under IOD II, any withdrawal before age 59¹⁄₂ could have adverse state and federal tax liabilities. You should consult a qualified tax professional for more information.

Depleting Your Account Value

If your Account Value is reduced to zero immediately following an Early Withdrawal or an Excess Withdrawal (as described above), then your Stored Income Balance and your Income Benefit Base will both be reduced to zero and your Contract will terminate without value. Therefore, your Contract, as well as any benefits available with IOD II will end.

If your Account Value is reduced to zero through any combination of poor investment performance of the Designated Funds, Contract charges, and withdrawals other than Excess Withdrawals or Early Withdrawals, your Income Benefit Base will not be reduced. Your Contract will end. You will be entitled to receive annual payments equal to 5% of the amount of your Income Benefit Base. Prior to determining your annual payments, you may increase your Income Benefit Base by any remaining Stored Income Balance as described below. These payments will continue for as long as you live. If you elected joint-life coverage, the payments will continue as long as either you or your spouse are alive as described in this Appendix under “Death of Participant Under IOD II with Joint-Life Coverage.” If you have any remaining Stored Income Balance on the day your Account Value is reduced to zero, you will be notified that, before you begin to receive your “annual lifetime payments,” you must deplete your Stored Income Balance by:

(a) withdrawing your remaining Stored Income Balance;

(b) applying the remaining amount of your Stored Income Balance to increase your Income Benefit Base (and thus the amount of your “annual lifetime payments”); or

(c) using a combination of (a) and (b).

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Because the Contract has ended, the amount of these annual lifetime payments will not change and they will not be subject to any withdrawal charges. You should be aware, however, that they could be subject to state and federal income tax liability. You should consult a qualified tax professional for more information.

Cost of IOD II

If you elected IOD II, we will deduct a quarterly fee from your Account Value (“IOD II Fee”). The IOD II Fee will be taken as a specific deduction from your Account Value on the last valuation day of each Account Quarter and will equal 0.1625 % of your Fee Base on that day, if you elected single-life coverage (0.2125% for joint-life coverage). On an annual basis, the IOD II Fee is equal to 0.65% of your Fee Base if you elected single-life coverage (0.85% for joint-life coverage). We reserve the right to increase the percentage rate used to calculate the IOD II Fee on newly issued Contracts.

During the first Account Year, your Fee Base is equal to your Income Benefit Base. On each Account Anniversary, the Fee Base is recalculated. Your new Fee Base will be reset to equal your Income Benefit Base plus your Stored Income Balance (if any) less your Annual Income Amount for that year if this recalculated amount is higher than your current Fee Base. In the event that the recalculated amount is not greater than your current Fee Base, we will continue to calculate your IOD II Fee based upon your current Fee Base until, at least, your next Account Anniversary. Note that, although your IOD II Fee may increase, it will never decrease.

For the most part, we calculate your Fee Base only on your Account Anniversary. However, we will recalculate your Fee Base between Account Anniversaries, if you take an Early Withdrawal or Excess Withdrawal or make additional Purchase Payments during your first Account Year.

If you take an Excess Withdrawal during your Stored Income Period, your Fee Base will be decreased by the following formula:

Your new Fee Base	=	Fee Base x	(	AV - WD	)
				AV - SB

If you take an Early Withdrawal, your Fee Base will be decreased by the following formula:

Your new Fee Base	=	Fee Base x	(	AV - WD	)
				AV

Where:
	Fee Base	=	Your Fee Base immediately prior to the Early/Excess Withdrawal.
	WD	=	The amount of the Early/Excess Withdrawal.
	SB	=	Your Stored Income Balance (if any) immediately prior to the Excess Withdrawal.
	AV	=	Your Account Value immediately prior to the Early/Excess Withdrawal.

Any additional Purchase Payment you make during your first Account Year will increase your Income Benefit Base as described in this Appendix under “Determining Your Income Benefit Base.” Therefore, your Fee Base will increase by any additional Purchase Payments made.

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Here is an example of how we calculate your Fee Base:

Assume that you are age 60 when your Contract is issued with an initial Purchase Payment of $100,000. Assume you elected to participate in IOD II with single-life coverage and investment performance of the Designated Funds is constant over the years. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Income Benefit Base is equal to your initial Purchase Payment on your Issue Date. At issue, your Annual Income Amount is $5,000 (5% of your Income Benefit Base). All values are shown as of the beginning of the Account Year.

During the Stored Income Period, the Fee Base is reset at the beginning of the Contract Year to equal your Income Benefit Base plus your Stored Income Balance less your Annual Income Amount, if that amount is greater than the previous Fee Base. For example, in Contract Year 4, the Fee Base is set equal to the Income Benefit Base ($100,000) plus the Stored Income Balance ($20,000) less your Annual Income Amount ($5,000) if that amount ($115,000) is greater than the previous Fee Base ($110,000).

Year	Income Benefit Base	Annual Income Amount	Stored Income Balance			Fee Base
			Beginning of year	Withdrawal Amount	End of year
1	$100,000	$5,000	$5,000	$0	$5,000	$100,000
2	$100,000	$5,000	$10,000	$0	$10,000	$105,000
3	$100,000	$5,000	$15,000	$0	$15,000	$110,000
4	$100,000	$5,000	$20,000	$0	$20,000	$115,000

Assume, instead, that in your fourth Account Year you take a $20,000 withdrawal. At the beginning of your fifth Account Year, your Income Benefit Base ($100,000) plus your Stored Income Balance ($5,000) less your Annual Income Amount ($5,000) is less than the current Fee Base ($115,000), so there is no change to the Fee Base, as shown below.

Year	Income Benefit Base	Annual Income Amount	Stored Income Balance			Fee Base
			Beginning of year	Withdrawal Amount	End of year
4	$100,000	$5,000	$20,000	$20,000	$0	$115,000
5	$100,000	$5,000	$5,000	$0	$5,000	$115,000
6	$100,000	$5,000	$10,000	$0	$10,000	$115,000
7	$100,000	$5,000	$15,000	$0	$15,000	$115,000
8	$100,000	$5,000	$20,000	$0	$20,000	$115,000
9	$100,000	$5,000	$25,000	$0	$25,000	$120,000

On each Account Anniversary thereafter, your Fee Base is recalculated and reset if necessary.

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

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

• If you make an Early Withdrawal or an Excess Withdrawal, you will decrease your Fee Base and thus your IOD II Fee.

In addition, on your Account Anniversary, the IOD II Fee may also change if we increase the percentage used to calculate the IOD II Fee as described below under “Step-Up Under IOD II.”

The investment performance of the Designated Funds will not affect your IOD II Fee during an Account Year. However, as stated below under “Step-Up Under IOD II,” favorable investment performance may cause the Income Benefit Base to increase on an Account Anniversary, and thus increase your IOD II Fee.

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We will continue to deduct the IOD II Fee until you annuitize your Contract, your Account Value reduces to zero, or your benefits under IOD II are cancelled as described under “Cancellation of IOD II” in this Appendix.

Step-Up Under IOD II

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

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

• Your highest quarter-end Account Value (adjusted for subsequent purchase payments and withdrawals) during the most recent Account Year (“Highest Quarterly Value”) minus your Stored Income Balance must be greater than your current Income Benefit Base. (If you have not yet reached your Stored Income Period and therefore do not yet have a Stored Income Balance, your highest quarter-end Account Value must only be greater than your current Income Benefit Base.)

Second, if you satisfy the eligibility requirements, we then consider whether market conditions have caused us to increase the percentage rate used to calculate the IOD II Fee on newly issued Contracts. If we are no longer issuing Contracts with IOD II, then the percentage rate we use to calculate your IOD II Fee will be set based upon current market conditions at that time. Significant changes in stock market prices, interest rate fluctuations, and competitive industry trends are among the market conditions we consider in whether to change the fee.

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

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

At the time of step-up, we will increase your Income Benefit Base to an amount equal to the highest adjusted quarterly Account Value less your Stored Income Balance, if such amount exceeds your current Income Benefit Base. After the step-up, your Annual Income Amount will be 5% of your new Income Benefit Base.

Here are examples of how step-up works under a few different circumstances:

Assume that you are 60 years old when you purchase a Contract with an initial Purchase Payment of $100,000, and that you elect to participate in IOD II with single-life coverage. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Income Benefit Base is equal to your initial Purchase Payment. Your Annual Income Amount is $5,000 (5% of your Income Benefit Base). Your initial Stored Income Balance is $5,000.

In each of the four examples, Account Values shown are as of the last day of each Account Quarter. Adjustments are made on the day a Purchase Payment or withdrawal is made.

The Account Values on each of your four Account Quarters are $113,000, $108,000, $90,000, and $103,000, respectively. No additional Purchase Payments are made and no withdrawals are taken, so no adjustments to these values are necessary. Your Stored Income Balance at the end of the fourth Account Quarter is $5,000. The highest adjusted quarterly value is $113,000. Your new Income Benefit Base is set to equal $108,000 ($113,000 - $5,000) since that amount exceeds your previous Income Benefit Base.

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Time	Account Value		Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)		Income Benefit Base
Issue		$100,000	n/a		n/a		$100,000
End of First Quarter		$113,000	n/a		$113,000		$100,000
End of Second Quarter		$108,000	n/a		$108,000		$100,000
End of Third Quarter		$90,000	n/a		$90,000		$100,000
End of Fourth Quarter (before step-up)		$103,000	n/a		$103,000		$100,000
Highest Quarterly Value (after adjustments)					$113,000
Stored Income Balance at end of fourth quarter			$5,000
Step-up comparison		Is ($113,000 - $5,000) greater than $100,000? Yes, so step-up.
On the Account Anniversary (after step-up):
New Income Benefit Base =		$108,000	Highest Quarterly Value (after adjustments) less the Stored Income Balance.
New Annual Income Amount =		$5,400	$108,000 x 5%
New Stored Income Balance =		$10,400	Stored Income Balance at the end of the fourth Account Quarter plus the new Annual Income Amount.
Please note: The end of the fourth Account Quarter and the Account Anniversary are the same day. We only make the distinction to separate values before and after step-up.

If you make an additional Purchase Payment during your first Account Year, your Account Value and your Income Benefit Base are each immediately increased by the amount of the additional Purchase Payment. Your Stored Income Balance is increased by 5% of the additional Purchase Payment.

Here is an example of how an additional Purchase Payment of $50,000 made in the second Account Quarter would affect your step-up:

Time	Account Value		Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)	Income Benefit Base
Issue		$100,000	n/a	n/a	$100,000
End of First Quarter		$113,000	$50,000	$163,000	$100,000
$50,000 Purchase Payment		$163,000	n/a	n/a	$150,000
End of Second Quarter		$158,000	n/a	$158,000	$150,000
End of Third Quarter		$140,000	n/a	$140,000	$150,000
End of Fourth Quarter (before step-up)		$153,000	n/a	$153,000	$150,000
Highest Quarterly Value (after adjustments)				$163,000
Stored Income Balance at end of fourth quarter			$7,500 (initial $5,000 plus 5% x $50,000)
Step-up comparison		Is ($163,000 - $7,500) greater than $150,000? Yes, so step-up.
On the Account Anniversary (after step-up):
New Income Benefit Base =		$155,500	Highest Quarterly Value (after adjustments) less the Stored Income Balance.
New Annual Income Amount =		$7,775	$155,500 x 5%
New Stored Income Balance =		$15,275	Stored Income Balance at the end of the fourth Account Quarter plus the new Annual Income Amount.
Please note: Since the additional Purchase Payment occurred after the first Account Quarter, the first Account Quarter value was adjusted.

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Here is an example of how a $4,000 withdrawal taken in the second Account Quarter would affect your step-up:

Time	Account Value	Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)	Income Benefit Base
Issue	$100,000	n/a	n/a	$100,000
End of First Quarter	$113,000	- $4,000	$109,000	$100,000
$4,000 withdrawal	$109,000	n/a	n/a	$100,000
End of Second Quarter	$104,000	n/a	$104,000	$100,000
End of Third Quarter	$86,000	n/a	$86,000	$100,000
End of Fourth Quarter (before step-up)	$99,000	n/a	$99,000	$100,000
Highest Quarterly Value (after adjustments)			$109,000
Stored Income Balance at end of fourth quarter		$1,000 (initial $5,000 less $4,000 withdrawal)
Step-up comparison	Is ($109,000 - $1,000) greater than $100,000? Yes, so step-up.
On the Account Anniversary (after step-up):
New Income Benefit Base =	$108,000	Highest Quarterly Value (after adjustments) less the Stored Income Balance.
New Annual Income Amount =	$5,400	$108,000 x 5%
New Stored Income Balance =	$6,400	Stored Income Balance at the end of the fourth Account Quarter plus the new Annual Income Amount.
Please note: Since the withdrawal occurred after the first Account Quarter, the first Account Quarter value was adjusted.

Assume instead you take a $40,000 withdrawal in the second Account Quarter at a point when the Account Value equaled $99,000 immediately before the withdrawal. Since this withdrawal exceeds your Stored Income Balance, it is considered an Excess Withdrawal. The Excess Withdrawal reduces your Income Benefit Base as described in this Appendix under “Excess Withdrawals.” All previous quarter-end Account Values are first reduced by the amount of the Stored Income Balance and then adjusted in the same proportion that the Income Benefit Base was adjusted after the Excess Withdrawal. (See the two-step calculation shown in the box below the following example.)

Time	Account Value		Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)		Income Benefit Base
Issue		$100,000	n/a		n/a		$100,000
End of First Quarter		$113,000	- $45,213		$67,787		$100,000
$40,000 withdrawal		$59,000	n/a		n/a		$62,766
End of Second Quarter		$68,000	n/a		$68,000		$62,766
End of Third Quarter		$50,000	n/a		$50,000		$62,766
End of Fourth Quarter (before step-up)		$63,000	n/a		$63,000		$62,766
Highest Quarterly Value (after adjustments)					$68,000
Stored Income Balance at end of fourth quarter			$0
Step-up comparison		Is ($68,000 - $0) greater than $62,766? Yes, so step-up.
On the Account Anniversary (after step-up)
New Income Benefit Base =		$68,000	Highest Quarterly Value (after adjustments) less the Stored Income Balance.
New Annual Income Amount =		$3,400	$68,000 x 5%
New Stored Income Balance =		$3,400	Stored Income Balance at the end of the fourth Account Quarter plus the new Annual Income Amount.

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(1)	Reduce the end of First Quarter Account Value by the Stored Income Balance	=	$113,000	-	$5,000		=	$108,000
(2)	Adjust Account Value for the first Account Quarter	=	$108,000 x	(	$99,000 - $40,000	)	=	$67,787
					$99,000 - $5,000
	The total adjustment	=	$113,000	-	$67,787		=	$45,213

Joint-Life Coverage

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

Joint-life coverage can be elected on an individually-owned Contract or on a co-owned Contract. On an individually-owned Contract, joint-life coverage is available only if your spouse is the sole primary beneficiary on the Issue Date and remains the sole primary beneficiary while IOD II is in effect. On a co-owned Contract, joint-life coverage is available only if you and your spouse are the only co-owners on the Issue Date and remain so while IOD II is in effect. Whereas single-life coverage provides an Annual Income Amount only until any Participant dies, joint-life coverage provides an Annual Income Amount for as long as either you or your spouse is alive. Note that, for joint-life coverage to continue after the death of any Participant, the surviving spouse must elect to continue the contract through the “Spousal Continuance” provision. See also “Death of Participant Under IOD II with Joint-Life Coverage” in this Appendix.

If you have elected joint-life coverage, the Stored Income Period will begin on your Issue Date if the younger spouse is at least age 50 on the Issue Date. Otherwise it will begin on the first Account Anniversary after the younger spouse attains (or would have attained) age 50. (For purposes of joint-life coverage, the younger spouse refers to the person who was the younger spouse on the Issue Date, even if that person has died or is no longer married to the person who was his or her spouse on the Issue Date.) The First Withdrawal Date will be your Issue Date if the younger spouse is at least age 59 at issue. Otherwise it will be the first Account Anniversary after the younger spouse attains (or would have attained) age 59.

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

If one spouse is significantly younger than the other spouse, you should carefully consider whether joint-life coverage is an appropriate choice in light of the possibly long waiting period before the benefit begins to store income and in light of the higher fee for joint-life coverage.

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

Cancellation of IOD II

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

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Although transfers among the Designated Funds are permitted as described under “Transfer Privilege” in the prospectus to which this Appendix is attached, IOD II will be cancelled automatically:

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

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

IOD II will also be cancelled for any of the following:

• upon a termination of the Contract;

• upon annuitization*; or

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

* Note that the Maximum Annuity Commencement Date permitted under this Contract is the first day of the month following the Annuitant’s 95^th birthday. See “Selection of Annuity Commencement Date” under “THE INCOME PHASE - ANNUITY PROVISIONS” in the prospectus to which this Appendix is attached.

A change of ownership may also cancel your benefits under IOD II.

Death of Participant Under IOD II with Single-Life Coverage

If you elected single-life coverage, IOD II terminates on the death of any Participant and the Beneficiary may elect to exercise any of the available options under the Death Benefit provisions of the Contract. Alternately, the Beneficiary may elect to receive the Stored Income Balance.

Death of Participant Under IOD II with Joint-Life Coverage

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

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

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

• the Stored Income Balance will remain unchanged;

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

• on each Account Anniversary, the Annual Income Amount will be equal to the Income Benefit Base multiplied by 5%; and

• the percentage rate of the IOD II Fee for the joint-life coverage option will continue for the surviving spouse as it was immediately prior to the death of the Participant.

At the death of the surviving spouse, the Contract, including IOD II, terminates.

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

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Annuitization Under IOD II

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

(1) surrender your Contract and receive your Cash Surrender Value (or your Stored Income Balance, if greater);

(2) annuitize your Account Value under one of the Annuity Options available on that date; or

(3) (a) receive any remaining Stored Income Balance in a single sum and (b) annuitize your remaining Account Value as a single-life annuity (or a joint-life annuity, if joint-life coverage was elected at issue and you are still eligible to receive it) with an annualized annuity payment of not less than 5% of your then current Income Benefit Base.

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

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

Certain Tax Provisions

Certain state and federal income tax provisions may be important to you in connection with a living benefit, such as IOD II. When you elect to participate in IOD II, you may withdraw annual amounts up to the Yearly RMD Amount without affecting your benefit, subject to the conditions stated below. In the event that your Yearly RMD Amount attributable to your Contract is greater than your Stored Income Balance, we are currently waiving the withdrawal provisions under IOD II as follows. If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in IOD II, we reduce your Account Value and your Stored Income Balance, dollar for dollar, by the amount of the withdrawal to a value not less than zero. We will not, however, penalize you if the current Federal Tax Laws require you to withdraw from your Contract an amount greater than your Stored Income Balance. In other words, if a Yearly RMD Amount exceeds your Stored Income Balance, we will reduce your Stored Income Balance, but we will not reduce your Income Benefit Base, provided that:

• you withdraw your Qualified Contract’s first Yearly RMD Amount in the calendar year you attain age 72 rather than postponing the withdrawal of that Amount until the first quarter of the next calendar year, and

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

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

For a further discussion of some of these provisions, please refer to “Impact of Optional Death Benefits and Optional Living Benefits” under “TAX PROVISIONS” in the prospectus to which this Appendix is attached.

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APPENDIX L - Income ON Demand^® II Plus

The optional living benefit known as Income ON Demand II Plus (“IOD II Plus” or “the rider”) was available for Contracts purchased on or after October 20, 2008 and prior to February 17, 2009. The following information applies to your Contract if you elected to participate in IOD II Plus. IOD II Plus is no longer available for sale on new Contracts.

Income ON Demand II Plus provides an annual income guarantee for life. In early years, you can increase your guarantee if you defer withdrawals. In later years, you can store the annual guarantee amounts not withdrawn. To describe how IOD II Plus works, we use the following definitions:

Annual Income Amount: An amount equal to your current Income Benefit Base multiplied by 5%, calculated on each Account Anniversary.

Early Withdrawal: Any withdrawal taken prior to your First Withdrawal Date.

Excess Withdrawal: Any withdrawal taken after your First Withdrawal Date that (a) when added to all prior withdrawals taken in that Account Year, exceeds the Annual Income Amount (or your Required Minimum Distribution Amount, if greater) while in the IOD II Plus Bonus Period or (b) exceeds your Stored Income Balance (or your Required Minimum Distribution Amount, if greater) while in the Stored Income Period.

Fee Base: The amount used to calculate your “IOD II Plus Fee” (see “Cost of IOD II Plus”).

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

Income Benefit Base: The amount used to calculate your Annual Income Amount for IOD II Plus.

IOD II Plus Bonus Base: The amount on which bonuses are calculated. The IOD II Plus Bonus Base is equal to the sum of your Purchase Payments, increased by any “step-ups” (described below) and reduced for any Early Withdrawals or any Excess Withdrawals.

IOD II Plus Bonus Period: A ten-year period commencing on the Issue Date. If you “step-up” IOD II Plus, (described below) during the IOD II Plus Bonus Period, the IOD II Plus Bonus Period is extended to ten years from the date of the step-up.

Stored Income Balance: The amount you may withdraw at any time during your Stored Income Period and after your First Withdrawal Date without reducing your benefits under IOD II Plus.

Stored Income Period: A period beginning on the latest of your first Account Anniversary, the end of your IOD II Plus Bonus Period, or the first Account Anniversary following your 50^th birthday, and ending on your Annuity Commencement Date.

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

Upon annuitization, IOD II Plus and any elected optional death benefit automatically terminate.

IOD II Plus allows you to withdraw a guaranteed amount each year, beginning after your First Withdrawal Date, until the death of any Participant if single-life coverage is elected (or until the death of both the Participant and the

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Participant’s spouse if joint-life coverage is elected), regardless of the investment performance of the Designated Funds, provided that you comply with certain requirements. The amount you can withdraw, in any one year, is based on 5% of your Income Benefit Base. If you make no withdrawals (including Required Minimum Distribution Amounts) in an Account Year during your IOD II Plus Bonus Period, we will increase your Income Benefit Base by an amount equal to 7% of your IOD II Plus Bonus Base.

You may choose to end the current Bonus Period at any time as long as you are at least age 50. The Stored Income Period will begin on the first Account Anniversary following your election. You can elect to end the Bonus Period by notifying us by written request, mailed to our Service Address.

After your IOD II Plus Bonus Period ends and your Stored Income Period begins, we will not increase your Income Benefit Base by an amount equal to 7% of your IOD II Plus Bonus Base. Instead, your Annual Income Amount will be added each year to your Stored Income Balance.

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

To participate in IOD II Plus, all of your Account Value must be invested only in Designated Funds at all times during the term of IOD II Plus. (The term of IOD II Plus is for life, unless your Income Benefit Base is reduced to zero or your benefits under IOD II Plus are terminated or cancelled as described in this Appendix under “Cancellation of IOD II Plus,” “Depleting Your Account Value,” and “Annuitization Under IOD II Plus.”) The only Funds, dollar-cost averaging program options, and asset allocation models that currently qualify as Designated Funds are as shown in the section entitled “DESIGNATED FUNDS” in the prospectus to which this Appendix is attached.

You also have the option of choosing between single-life coverage and joint-life coverage. These options are described in greater detail in this Appendix under “Joint-Life Coverage” and the sections entitled “Death of Participant Under IOD II Plus with Single-Life Coverage” and “Death of Participant Under IOD II Plus with Joint-Life Coverage.”

Determining Your Income Benefit Base

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

• increased on each Account Anniversary by any applicable bonus amount during the IOD II Plus Bonus Period;

• increased on each Account Anniversary by any step-ups as described under “Step-Up Under IOD II Plus” in this Appendix;

• increased to the extent that you exercise your one-time option to use any amount of your Stored Income Balance to increase your Income Benefit Base, as described under “How IOD II Plus Works” in this Appendix;

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

• decreased following any Early Withdrawals you take, as described under “Early Withdrawals” in this Appendix; and

• decreased following any Excess Withdrawals you take, as described under “Excess Withdrawals” in this Appendix.

Determining Your Stored Income Balance

At the beginning of the Stored Income Period, your Stored Income Balance will equal your Annual Income Amount (i.e., 5% of your Income Benefit Base on that Date). Thereafter, your Stored Income Balance is:

• increased on each Account Anniversary by your Annual Income Amount determined on that Anniversary;

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• decreased by the amount of any withdrawals you take, on or after your First Withdrawal Date, up to the amount of your Stored Income Balance;

• decreased to $0 if you take an Excess Withdrawal;

• decreased in proportion to the change in your Account Value if you take an Early Withdrawal; and

• decreased by the amount you use in exercising your one-time option to increase your Income Benefit Base (described below under “How IOD II Plus Works”).

How IOD II Plus Works

During the IOD II Plus Bonus Period

During the IOD II Plus Bonus Period, in each year that you do not take a withdrawal, your Income Benefit Base will be increased by an amount equal to 7% of your IOD II Plus Bonus Base. However, if this amount is less than the amount you will receive under a step-up, the Income Benefit Base will instead be increased by the step-up amount, unless there is a fee increase as described under “Step-Up Under IOD II Plus.” In the case of a fee increase, we will notify you in writing, in advance of your Contract Anniversary, and seek your written consent to the step-up and fee increase. If you do take a withdrawal, you are still eligible for step-up. (See “Step-Up under IOD II Plus” in this Appendix.) In this way, if you defer taking withdrawals during your early Account Years, you will be able to take larger withdrawals in later Account Years. Your Annual Income Amount, during this period, is not cumulative. Any unused portion of your Annual Income Amount in any Account Year, during the IOD II Plus Bonus Period cannot be applied to a future year.

During each Account Year, beginning on your First Withdrawal Date, you can take withdrawals totaling up to the amount of your Annual Income Amount, subject to the terms and conditions discussed below. Even if your Account Value is reduced to zero (other than as a result of an Early Withdrawal or an Excess Withdrawal), as long as your Income Benefit Base is greater than zero, you will receive your full Annual Income Amount every year until you die.

During the Stored Income Period

During the Stored Income Period on each Account Anniversary, your Annual Income Amount is added to your Stored Income Balance. You can take withdrawals up to the amount of your Stored Income Balance beginning on your First Withdrawal Date, subject to the terms and conditions discussed below. You can use all or a portion of your Stored Income Balance to effect a one-time increase of your Income Benefit Base prior to your Annuity Commencement Date. If your Account Value is reduced to zero(other than as a result of an Early Withdrawal or an Excess Withdrawal), and your Income Benefit Base is greater than zero, you will receive your full Annual Income Amount every year until you die.

Withdrawals from your Stored Income Balance can be taken at any time beginning on your First Withdrawal Date and prior to your Annuity Commencement Date without affecting your Income Benefit Base. If, beginning on your First Withdrawal Date, you make a withdrawal that does not exceed your Stored Income Balance:

• your Stored Income Balance will be decreased by the amount withdrawn; and

• the withdrawal will not be subject to withdrawal charges.

You also have the option to use all or a portion of your Stored Income Balance to increase your Income Benefit Base. This option allows you to increase your future Annual Income Amount. While your Contract is in force, you may exercise this option only once and you must do so prior to your Annuity Commencement Date. If you choose to use any portion of your Stored Income Balance to increase your Income Benefit Base:

• your Stored Income Balance will be decreased by the amount used;

• the amount of your Stored Income Balance used will be added to your Income Benefit Base; and

• your new Annual Income Amount on your next Account Anniversary will equal 5% of your new Income Benefit Base.

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Here is an example of how IOD II Plus works:

Assume that you are age 60 when your Contract is issued with an initial Purchase Payment of $100,000. Assume you elect to participate in IOD II Plus with single-life coverage and investment performance of the Designated Funds is constant over the years. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Income Benefit Base is equal to your initial Purchase Payment on your Issue Date. You decide to remain in the IOD II Plus Bonus Period for two years. The IOD II Plus Bonus Base is $100,000 for year one and year two. The bonus amount is 7% of the IOD II Plus Bonus Base. You wait until your third Account Year before you begin your Stored Income Period. At issue, your Annual Income Amount is $5,000 (5% of your Income Benefit Base). All values are shown as of the beginning of the Account Year, except for the bonus which occurs at the end of the Account Year.

Year	Account Value	Income Benefit Base	Annual Income Amount	Bonus Amount	Stored Income Balance
1	$100,000	$100,000	$5,000	$7,000	$0
2	$100,000	$107,000	$5,350	$7,000	$0
3	$100,000	$114,000	$5,700	n/a	$5,700
4	$100,000	$114,000	$5,700	n/a	$11,400

During your fifth Account Year, you use the full amount of your Stored Income Balance ($17,100) to increase your Income Benefit Base thereby reducing your Stored Income balance to $0. On your next Account Anniversary, your Income Benefit Base of $114,000 will be increased to $131,100 and your Annual Income Amount will be $6,555 (5% of your Income Benefit Base). Therefore $6,555 will be added each year to your Stored Income Balance unless your Annual Income Amount changes.

Year	Account Value	Income Benefit Base	Annual Income Amount	Bonus Amount	Stored Income Balance
5	$100,000	$114,000	$5,700	n/a	$17,100
6	$100,000	$131,100	$6,555	n/a	$6,555
7	$100,000	$131,100	$6,555	n/a	$13,110
8	$100,000	$131,100	$6,555	n/a	$19,665

Each year thereafter, the Annual Income Amount will be added to the Stored Income Balance in the same manner.

Assume instead that, during your fifth Account Year, you take a withdrawal of $17,100, thereby reducing your Stored Income Balance to $0. On your next Account Anniversary, your Income Benefit Base will remain at $114,000 and your Annual Income Amount remains at $5,700 (5% of your Income Benefit Base). Therefore $5,700 will be added each year to your Stored Income Balance unless your Annual Income Amount changes.

Year	Account Value	Income Benefit Base	Annual Income Amount	Withdrawal	Stored Income Balance
5	$100,000	$114,000	$5,700	$17,100	$0
6	$82,900	$114,000	$5,700	$0	$5,700
7	$82,900	$114,000	$5,700	$0	$11,400
8	$82,900	$114,000	$5,700	$0	$17,100

Each year thereafter, the Annual Income Amount will be added to the Stored Income Balance in the same manner.

Early Withdrawals and Excess Withdrawals may significantly decrease, and even terminate, your benefits under IOD II Plus, including reducing your Account Value to zero and thereby terminating your Contract without value, as described further under “Withdrawals Under IOD II Plus.” Even if your Stored Income Period has begun, withdrawals prior to your First Withdrawal Date are considered Early Withdrawals. Investing in any Fund, other than a Designated Fund, will cancel IOD II Plus as described under “Cancellation of IOD II Plus” in this Appendix.

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Withdrawals Under IOD II Plus

Withdrawals After Your First Withdrawal Date

Your First Withdrawal Date may occur during either your IOD II Plus Bonus Period or your Stored Income Period. If your First Withdrawal Date occurs during the IOD II Plus Bonus Period, you may take withdrawals up to your Annual Income Amount each year without reducing your future Annual Income Amount. Each withdrawal will reduce your Annual Income Amount for that year by the full amount of that withdrawal. You will not be eligible for a 7% bonus during any Account Year in which you have taken a withdrawal. If your First Withdrawal Date occurs during your Stored Income Period, withdrawals, up to the amount of your Stored Income Balance, will reduce your Stored Income Balance by the full amount of the withdrawal, but will not change your Income Benefit Base. This is shown in the example above.

Withdrawals taken after your First Withdrawal Date and during the withdrawal charge period permitted under your Contract are subject to withdrawal charges only to the extent they are in excess of the greatest of:

• the free withdrawal amount permitted under your Contract;

• either your Annual Income Amount (during the IOD II Plus Bonus Period) or your Stored Income Balance (during the Stored Income Period); or

• your Yearly Required Minimum Distribution Amount (subject to conditions discussed in this Appendix under “Certain Tax Provisions”).

Excess Withdrawals

An Excess Withdrawal can occur during the IOD II Plus Bonus Period or the Stored Income Period. During the IOD II Plus Bonus Period, if you take an Excess Withdrawal, both your Income Benefit Base and your IOD II Plus Bonus Base will be reduced according to the following formulas:

Your new Income Benefit Base	=	IBB x	(	AV - WD	)
				AV - AIA
Your new IOD II Plus Bonus Base	=	BB x	(	AV - WD	)
				AV - AIA

Where:
	IBB	=	Your Income Benefit Base immediately prior to the Excess Withdrawal.
	BB	=	Your IOD II Plus Bonus Base immediately prior to the Excess Withdrawal.
	WD	=	The amount of the Excess Withdrawal.
	AIA	=	Your remaining Annual Income Amount immediately prior to the Excess Withdrawal minus any prior partial withdrawals taken during the current Account Year.
	AV	=	Your Account Value immediately prior to the Excess Withdrawal.

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During the Stored Income Period, if you take an Excess Withdrawal, your Stored Income Balance will be reduced to zero. In addition, your Income Benefit Base will be reduced according to the following formula:

Your new Income Benefit Base	=	IBB x	(	AV - WD	)
				AV - SB

Where:
	IBB	=	Your Income Benefit Base immediately prior to the Excess Withdrawal.
	WD	=	The amount of the Excess Withdrawal.
	SB	=	Your Stored Income Balance immediately prior to the Excess Withdrawal (or your Required Minimum Distribution Amount, if greater).
	AV	=	Your Account Value immediately prior to the Excess Withdrawal.

Your Annual Income Amount will be recalculated on your next Account Anniversary based on the reduced Income Benefit Base. Here is an example of an Excess Withdrawal.

Using the same facts as the previous example, assume that in your fifth Account Year you take a withdrawal of $50,000, exceeding your Stored Income Balance. Assume that due to poor investment performance during the fifth Account Year, your Account Value was $90,000 immediately prior to the withdrawal. Your Income Benefit Base will be reduced to $62,551 as shown below and your new Annual Income Amount will be 5% of your new Income Benefit base ($3,128). The Annual Withdrawal Amount of $3,128 will be added to your Stored Income Balance.

Year	Account Value	Income Benefit Base	Annual Income Amount	Withdrawal	Stored Income Balance
5	$100,000	$114,000	$5,700	$50,000	$0
6	$50,000	$62,551	$3,128	$0	$3,128
7	$50,000	$62,551	$3,128	$0	$6,2561
8	$50,000	$62,551	$3,128	$0	$9,384

Each year thereafter, the Annual Income Amount will be added to the Stored Income Balance in the same manner.

Your new Income Benefit Base	=	$	114,000 x	(	$90,000 -  $50,000	)	=	$	62,551
					$90,000 - $17,100

Excess Withdrawals taken in a down market could severely reduce, and even terminate, your benefits under IOD II Plus, including reducing your Account Value to zero and thereby terminating your Contract without value.

Early Withdrawals

An Early Withdrawal can occur during the IOD II Plus Bonus Period or the Stored Income Period. Any withdrawals, including any “free withdrawal amounts,” taken before the First Withdrawal Date are Early Withdrawals. If an Early Withdrawal occurs during your IOD II Plus Bonus Period, your Annual Income Amount will be reduced by the full amount of the withdrawal. In addition, your IOD II Plus Bonus Base will be reduced according to the following formula:

Your new IOD II Plus Bonus Base	=	BB x	(	AV - WD	)
				AV

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If the Early Withdrawal occurs during the Stored Income Period, your Stored Income Balance will be reduced using the following formula:

Your new Stored Income Balance	=	SB x	(	AV - WD	)
				AV

In either the IOD II Plus Bonus Period or Stored Income Period, your new Income Benefit Base will equal:

Your new Income Benefit Base	=	IBB x	(	AV - WD	)
				AV

Where:
	IBB	=	Your Income Benefit Base immediately prior to the Early Withdrawal.
	BB	=	Your IOD II Plus Bonus Base immediately prior to the Early Withdrawal.
	SB	=	Your Stored Income Balance immediately prior to the Early Withdrawal.
	WD	=	The amount of the Early Withdrawal.
	AV	=	Your Account Value immediately prior to the Early Withdrawal.

Your future Annual Income Amount will be recalculated based on the reduced Income Benefit Base.

In addition, Early Withdrawals will also be subject to withdrawal charges, to the extent that such withdrawals are in excess of the “free withdrawal amount” permitted under your Contract. Early Withdrawals could severely reduce, and even terminate, your benefits under IOD II Plus, including reducing your Account Value to zero and thereby terminating your Contract without value.

In addition to reducing your benefits under IOD II Plus, any withdrawal before your First Withdrawal Date could have state and federal income tax liability. You should consult a qualified tax professional for more information.

Depleting Your Account Value

If your Account Value is reduced to zero immediately following an Early Withdrawal or an Excess Withdrawal (as described above), then your Stored Income Balance (if any), your IOD II Plus Bonus Base (if any), and your Income Benefit Base will all be reduced to zero and your Contract will terminate without value. Therefore, your Contract, as well as any benefits available with IOD II Plus, will end.

If your Account Value is reduced to zero through any combination of poor investment performance of the Designated Funds, Contract charges, and withdrawals other than Excess Withdrawals or Early Withdrawals, your Income Benefit Base will not be reduced. Your Contract will end, but you will be entitled to receive annual payments as follows.

If you were in the IOD II Plus Bonus Period on the day the Account Value was reduced to zero, regardless of your age, you will be entitled to receive annual amounts equal to 5% of your Income Benefit Base each year for as long as you live.

If you were in the Stored Income Period on the day the Account Value was reduced to zero, you will be entitled to receive annual amounts equal to 5% of your Income Benefit Base. Prior to determining your annual payments, you may increase your Income Benefit Base by any remaining Stored Income Balance as described below. These payments will continue for as long as you live. If you elected joint-life coverage, the payments will continue as long as either you or your spouse are alive as described in this Appendix under “Death of Participant Under IOD II Plus with Joint-Life Coverage.” If you have any remaining Stored Income Balance on the day your Account Value is reduced to zero, you

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will be notified that, before you begin to receive your “annual lifetime payments,” you must deplete your Stored Income Balance by:

(a) withdrawing your remaining Stored Income Balance;

(b) applying the remaining amount of your Stored Income Balance to increase your Income Benefit Base (and thus the amount of your “annual lifetime payments”); or

(c) using a combination of (a) and (b).

Because the Contract has ended, the amount of these annual lifetime payments will not change and they will not be subject to any withdrawal charges. You should be aware, however, that they could be subject to state and federal income tax liability. You should consult a qualified tax professional for more information.

Cost of IOD II Plus

If you elected IOD II Plus, we will deduct a quarterly fee from your Account Value (“IOD II Plus Fee”). The IOD II Plus Fee will be taken as a specific deduction from your Account Value on the last valuation day of each Account Quarter and will equal 0.2375 % of your Fee Base on that day, if you elected single-life coverage (0.2875% for joint-life coverage). On an annual basis, the IOD II Plus Fee is equal to 0.95% of your Fee Base if you elected single-life coverage (1.15% for joint-life coverage). We reserve the right to increase the percentage rate used to calculate the IOD II Plus Fee on newly issued Contracts.

During the first Account Year, your Fee Base is equal to your Income Benefit Base. On each Account Anniversary, the Fee Base is recalculated. During the IOD II Plus Bonus Period, your new Fee Base will be reset to equal your Income Benefit Base, if your Income Benefit Base is higher than your current Fee Base. During the Stored Income Period, your new Fee Base will be reset to equal your Income Benefit Base plus your Stored Income Balance (if any) less your Annual Income Amount for that year if this recalculated amount is higher than your current Fee Base. In the event that the recalculated amount is not greater than your current Fee Base, we will continue to calculate your IOD II Plus Fee based upon your current Fee Base until, at least, your next Account Anniversary. Note that, although your IOD II Plus Fee may increase, it will never decrease.

For the most part, we calculate your Fee Base only on your Account Anniversary. However, we will recalculate your Fee Base between Account Anniversaries, if you take an Early Withdrawal or Excess Withdrawal or make additional Purchase Payments during your first Account Year.

If you take an Excess Withdrawal during your IOD II Plus Bonus Period, your Fee Base will be decreased by the following formula:

Your new Fee Base	=	Fee Base x	(	AV - WD	)
				AV - AIA

If you take an Excess Withdrawal during your Stored Income Period, your IOD II Plus Fee Base will be decreased by the following formula:

Your new Fee Base	=	Fee Base x	(	AV - WD	)
				AV - SB

If you take an Early Withdrawal, your IOD II Plus Fee Base will be decreased by the following formula:

Your new Fee Base	=	Fee Base x	(	AV - WD	)
				AV

Where:
	Fee Base	=	Your IOD II Plus Fee Base immediately prior to the Early/Excess Withdrawal.
	WD	=	The amount of the Early/Excess Withdrawal.
	SB	=	Your Stored Income Balance (if any) immediately prior to the Excess Withdrawal.
	AIA	=	Your Annual Income Amount immediately prior to the Excess Withdrawal minus any prior partial withdrawals taken during the current Account Year.
	AV	=	Your Account Value immediately prior to the Early/Excess Withdrawal.

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Any additional Purchase Payment you make during your first Account Year will increase your Income Benefit Base as described in this Appendix under “Determining Your Income Benefit Base.” Therefore, your Fee Base will increase by any additional Purchase Payments made.

Here is an example of how we calculate your Fee Base:

Assume that you are age 60 when your Contract is issued with an initial Purchase Payment of $100,000. Assume you elected to participate in IOD II Plus with single-life coverage and investment performance of the Designated Funds is constant over the years. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Income Benefit Base is equal to your initial Purchase Payment ($100,000) on your Issue Date. Your IOD II Plus Bonus Base is equal to your initial Purchase Payment ($100,000). At issue, your Annual Income Amount is $5,000 (5% of your Income Benefit Base). You wait until your third Account Year before you elect to begin your Stored Income Period. During the IOD II Plus Bonus Period, in years that withdrawals are not taken, your Income Benefit Base increases by 7% of your IOD II Plus Bonus Base (assuming no step-up). At the beginning of your Stored Income Period, Year 3, your Annual Income Amount has increased to $5,700. All values are shown as of the beginning of the Account Year unless otherwise stated.

During the IOD II Plus Bonus Period (Account Years 1and 2), the Fee Base is set equal to your Income Benefit Base. During the Stored Income Period, the Fee Base is reset at the beginning of the Account Year to equal your Income Benefit Base plus your Stored Income Balance less your Annual Income Amount, if that amount is greater than the previous Fee Base. For example, in Account Year 4, the Fee Base is set equal to the Income Benefit Base ($114,000) plus the Stored Income Balance ($11,400) less your Annual Income Amount ($5,700) if that amount ($119,700) is greater than the previous Fee Base ($114,000).

Year	Income Benefit Base	Annual Income Amount	Stored Income Balance			Fee Base
			Beginning of year	Withdrawal Amount	End of year
1	$100,000	$5,000	$0	$0	$0	$100,000
2	$107,000	$5,350	$0	$0	$0	$107,000
3	$114,000	$5,700	$5,700	$0	$5,700	$114,000
4	$114,000	$5,700	$11,400	$0	$11,400	$119,700

Assume, instead, that in your fourth Account Year you take an $11,400 withdrawal. At the beginning of your fifth Account Year, your Income Benefit Base ($114,000) plus your Stored Income Balance ($0) less your Annual Income Amount ($5,700) is less than the current Fee Base ($119,700), so there is no change to the Fee Base as shown below. In Account Year 7, the Fee Base is reset. Your Income Benefit Base ($114,000) plus your Stored Income Balance ($17,100) less your Annual income Amount ($5,700), results in an amount of $125,400, an amount that is greater than the previous Fee Base ($119,700).

Year	Income Benefit Base	Annual Income Amount	Stored Income Balance			Fee Base
			Beginning of year	Withdrawal Amount	End of year
4	$114,000	$5,700	$11,400	$11,400	$0	$119,700
5	$114,000	$5,700	$5,700	$0	$5,700	$119,700
6	$114,000	$5,700	$11,400	$0	$11,400	$119,700
7	$114,000	$5,700	$17,100	$0	$17,100	$125,400

On each Account Anniversary thereafter, your Fee Base is recalculated and reset if necessary.

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

• If you make an additional Purchase Payment during your first Account Year, you will increase your Fee Base and thus your IOD II Plus Fee.

• If you make an Early Withdrawal or an Excess Withdrawal, you will decrease your Fee Base and thus your IOD II Plus Fee.

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In addition, on your Account Anniversary, the IOD II Plus Fee may also change, if we increase the percentage used to calculate the IOD II Plus Fee as described below under “Step-Up Under IOD II Plus.”

The investment performance of the Designated Funds will not affect your IOD II Plus Fee during an Account Year. However, as stated below under “Step-Up Under IOD II Plus,” favorable investment performance may cause the Income Benefit Base to increase on an Account Anniversary, and thus increase your IOD II Plus Fee.

We will continue to deduct the IOD II Plus Fee until you annuitize your Contract, your Account Value reduces to zero, or your benefits under IOD II Plus are cancelled as described under “Cancellation of IOD II Plus” in this Appendix.

Step-Up Under IOD II Plus

You can step-up your Income Benefit Base and IOD II Plus Bonus Base each Account Anniversary prior to your Annuity Commencement Date, provided that you satisfy certain requirements. First, you must meet eligibility requirements:

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

• If your Contract is in the Stored Income Period, your highest quarter-end Account Value (adjusted for subsequent Purchase Payments and withdrawals) during the most recent Account Year (“Highest Quarterly Value”) minus your Stored Income Balance must be greater than your current Income Benefit Base.

• If your Contract has not started the Stored Income Period, your Highest Quarterly Value during the most recent Account Year must be greater than your current Income Benefit Base (adjusted for any applicable bonus if the Contract is in the IOD II Plus Bonus Period).

Second, if you satisfy the eligibility requirements, we then consider whether market conditions have caused us to increase the percentage rate used to calculate the IOD II Plus Fee on newly issued Contracts. If we are no longer issuing Contracts with IOD II Plus, then the percentage rate we use to calculate your IOD II Plus Fee will be set based upon current market conditions at that time. Significant changes in stock market prices, interest rate fluctuations, and competitive industry trends are among the market conditions we consider in whether to change the fee.

• If we have not had to increase the percentage rate as described above, the percentage rate we use to calculate your IOD II Plus Fee will remain unchanged and we will automatically step-up your Income Benefit Base and your IOD II Plus Bonus Base (if applicable).

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

At the time of step-up prior to the Stored Income Period, we will increase your Income Benefit Base and your IOD II Plus Bonus Base each to an amount equal to the highest adjusted quarterly Account Value, if such amount exceeds your current Income Benefit Base (adjusted for any applicable bonus if the Contract is in the IOD II Plus Bonus Period). If the step-up occurred during the IOD II Plus Bonus Period, your IOD II Plus Bonus Period will be renewed for another 10-year period.

At the time of step-up during the Stored Income Period, we will increase your Income Benefit Base to an amount equal to the highest adjusted quarterly Account Value less your Stored Income Balance, if such amount exceeds your current Income Benefit Base. After the step-up, your Annual Income Amount will be 5% of your new Income Benefit Base.

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Below are examples of how step-up works under a few different circumstances.

Assume that you are 60 years old when you purchase a Contract with an initial Purchase Payment of $100,000, and that you elect to participate in IOD II Plus with single-life coverage. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Income Benefit Base and your IOD II Plus Bonus Base are equal to your initial Purchase Payment. Your Annual Income Amount is $5,000 (5% of your Income Benefit Base). The example assumes you are in the IOD II Plus Bonus Period.

In each of the five examples, Account Values shown are as of the last day of each Account Quarter. Adjustments are made on the day a Purchase Payment or withdrawal is made.

The Account Values on each of your four Account Quarters are $113,000, $108,000, $90,000, and $103,000, respectively. No additional Purchase Payments are made and no withdrawals are taken, so no adjustments to these values are necessary. The highest adjusted quarterly value is $113,000. Both your new Income Benefit Base and IOD II Plus Bonus Base are set to equal $113,000 since that amount exceeds your previous Income Benefit Base increased by 7% of your IOD II Plus Bonus Base ($100,000 + $7,000).

Time	Account Value	Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)	Income Benefit Base
Issue	$100,000	n/a	n/a	$100,000
End of First Quarter	$113,000	n/a	$113,000	$100,000
End of Second Quarter	$108,000	n/a	$108,000	$100,000
End of Third Quarter	$90,000	n/a	$90,000	$100,000
End of Fourth Quarter (before step-up)	$103,000	n/a	$103,000	$100,000
Highest Quarterly Value (after adjustments)			$113,000
Stored Income Balance at end of fourth quarter		n/a (since you are in the IOD II Plus Bonus Period)
Step-up comparison	Is $113,000 greater than $100,000 + $7,000? Yes, so step-up.
On the Account Anniversary (after step-up)
New Income Benefit Base =	$113,000	Highest Quarterly Value (after adjustments)
New Annual Income Amount =	$5,650	$113,000 x 5%
New Stored Income Balance =	n/a	(since you are in the IOD II Plus Bonus Period)
New IOD II Plus Bonus Base =	$113,000

Please note: The end of the fourth Account Quarter and the Account Anniversary are the same day. We only make the distinction to separate values before and after step-up.

If you make an additional Purchase Payment during your first Account Year, your Account Value, your Income Benefit Base, and your IOD II Plus Bonus Base are each immediately increased by the amount of the additional Purchase Payment.

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Here is an example of how an additional Purchase Payment of $50,000 made in the second Account Quarter would affect your step-up and assumes that you are in the IOD II Plus Bonus Period:

Time	Account Value	Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)	Income Benefit Base
Issue	$100,000	n/a	n/a		$100,000
End of First Quarter	$113,000	$50,000	$163,000		$100,000
$50,000 Purchase Payment	$163,000	n/a	n/a		$150,000
End of Second Quarter	$158,000	n/a	$158,000		$150,000
End of Third Quarter	$140,000	n/a	$140,000		$150,000
End of Fourth Quarter (before step-up)	$153,000	n/a	$153,000		$150,000
Highest Quarterly Value (after adjustments)			$163,000
Stored Income Balance at end of fourth quarter		n/a (since you are in the IOD II Plus Bonus Period)
Step-up comparison	Is $163,000 greater than $150,000 + $10,500? Yes, so step-up.
On the Account Anniversary (after step-up)
New Income Benefit Base =	$163,500	Highest Quarterly Value (after adjustments).
New Annual Income Amount =	$8,150	$163,500 x 5%
New Stored Income Balance =	n/a	(since you are in the IOD II Plus Bonus Period)
New IOD II Plus Bonus Base =	$163,000

Please note: Since the additional Purchase Payment occurred after the first Account Quarter, the first Account Quarter value was adjusted.

Here is an example of how a $4,000 withdrawal taken in the second Account Quarter would affect your step-up and assumes you are in the IOD II Plus Bonus Period:

Time	Account Value	Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)	Income Benefit Base
Issue	$100,000	n/a	n/a		$100,000
End of First Quarter	$113,000	$4,000	$109,000		$100,000
$4,000 withdrawal	$109,000	n/a	n/a		$100,000
End of Second Quarter	$104,000	n/a	$104,000		$100,000
End of Third Quarter	$86,000	n/a	$86,000		$100,000
End of Fourth Quarter (before step-up)	$99,000	n/a	$99,000		$100,000
Highest Quarterly Value (after adjustments)			$109,000
Stored Income Balance at end of fourth quarter		n/a (since you are in the IOD II Plus Bonus Period)
Step-up comparison	Is $109,000 greater than $100,000 + $0 (no bonus since withdrawal taken? Yes, so step-up.
On the Account Anniversary (after step-up)
New Income Benefit Base =	$109,000	Highest Quarterly Value (after adjustments)
New Annual Income Amount =	$5,450	$109,000 x 5%
New Stored Income Balance =	n/a	(since you are in the IOD II Plus Bonus Period)
New IOD II Plus Bonus Base =	$109,000

Please note: Since the withdrawal occurred after the first Account Quarter, the first Account Quarter value was adjusted.

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Assume instead you take a $40,000 withdrawal in the second Account Quarter at a point when the Account Value equaled $99,000 immediately before the withdrawal. Since this withdrawal exceeds your Annual Income Amount, it is considered an Excess Withdrawal. The Excess Withdrawal reduces your Income Benefit Base and your IOD II Plus Bonus Base as described under “Excess Withdrawals” in this Appendix. All previous quarterly Account Values are first reduced by the amount of the Annual Income Amount less any prior withdrawals taken in that Account Year and then adjusted in the same proportion that the Income Benefit Base was adjusted after the Excess Withdrawal. (See the two-step calculation shown in the box below the following example.) The example assumes you are in the IOD II Plus Bonus Period.

Time	Account Value	Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)	Income Benefit Base
Issue	$100,000	n/a	n/a		$100,000
End of First Quarter	$113,000	$45,213	$67,787		$100,000
$40,000 withdrawal	$59,000	n/a	n/a		$62,766
End of Second Quarter	$68,000	n/a	$68,000		$62,766
End of Third Quarter	$50,000	n/a	$50,000		$62,766
End of Fourth Quarter (before step-up)	$63,000	n/a	$63,000		$62,766
Highest Quarterly Value (after adjustments)			$68,000
Stored Income Balance at end of fourth quarter		n/a (since you are in the IOD II Plus Bonus Period)
Step-up comparison	Is $68,000 greater than $62,766 + $0 (no bonus since withdrawal taken)? Yes, so step-up.
On the Account Anniversary (after step-up)
New Income Benefit Base =	$68,000	Highest Quarterly Value (after adjustments)
New Annual Income Amount =	$3,400	$68,000 x 5%
New Stored Income Balance =	n/a	(since you are in the IOD II Plus Bonus Period)
New IOD II Plus Bonus Base =	$68,000

(1)	Reduce the end of First Quarter Account Value by the Annual Income Amount less any prior withdrawals taken in that Account Year	=	$113,000	-	$5,000		=	$108,000
(2)	Adjust the Account Value for the first Account Quarter	=	$108,000 x	(	$99,000 - $40,000	)	=	$67,787
					$99,000 - $5,000
	The total adjustment	=	$113,000	-	$67,787		=	$45,213

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Using the facts of the above example where no withdrawals or additional premiums have taken place, assume that for Account Year 2 you have elected to begin the Stored Income Period. As stated in the above example the Income Benefit Base is $113,000 beginning of Account Year 2. Your Annual Income Amount is $5,650 (5% of your Income Benefit Base). Because you have elected to begin the Stored Income Period, your Stored Income Balance is initially equal to your Annual Income Amount ($5,650).

The Account Values on each of your four Account Quarters for Account Year 2 are $105,000, $111,000, $116,000, and $120,000, respectively. No additional Purchase Payments are made and no withdrawals are taken, so no adjustments to these values are necessary. The highest adjusted quarterly value is $120,000. Your new Income Benefit Base is set to equal $114,350 ($120,000 - $5,650) since that amount exceeds your previous Income Benefit Base.

Time	Account Value		Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)		Income Benefit Base
End of First Quarter		$105,000	n/a		$105,000		$113,000
End of Second Quarter		$111,000	n/a		$111,000		$113,000
End of Third Quarter		$116,000	n/a		$116,000		$113,000
End of Fourth Quarter (before step-up)		$120,000	n/a		$120,000		$113,000
Highest Quarterly Value (after adjustments)					$120,000
Stored Income Balance at end of fourth quarter			$5,650
Step-up comparison		Is ($120,000 - $5,650) greater than $113,000? Yes, so step-up.
On the Contract Anniversary (after step-up)
New Income Benefit Base =		$114,350	Highest Quarterly Value (after adjustments) less the Stored Income Balance
New Annual Income Amount =		$5,718	$114,350 x 5%
New Stored Income Balance =		$11,367
New IOD II Plus Bonus Base =		n/a	No longer applicable for the Stored Income Period

Please note: The end of the fourth Account Quarter and the Contract Anniversary are the same day. We only make the distinction to separate values before and after step-up.

Joint-Life Coverage

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

Joint-life coverage can be elected on an individually-owned Contract or on a co-owned Contract. On an individually-owned Contract, joint-life coverage is available only if your spouse is the sole primary beneficiary on the Issue Date and remains the sole primary beneficiary while IOD II Plus is in effect. On a co-owned Contract, joint-life coverage is available only if you and your spouse are the only co-owners on the Issue Date and remain so while IOD II Plus is in effect. Whereas single-life coverage provides an Annual Income Amount only until any Participant dies, joint-life coverage provides an Annual Income Amount for as long as either you or your spouse is alive. Note that, for joint-life coverage to continue after the death of any Participant, the surviving spouse must elect to continue the contract through the “Spousal Continuance” provision. See also “Death of Participant Under IOD II Plus with Joint-Life Coverage” in this Appendix.

If you have elected joint-life coverage, the IOD II Plus Bonus Period and the Stored Income Period are determined based on the age of the younger spouse if the younger spouse attains (or would have attained) age 50. (For purposes of

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joint-life coverage, the younger spouse refers to the person who was the younger spouse on the Issue Date, even if that person has died or is no longer married to the person who was his or her spouse on the Issue Date.) On the first day of the Stored Income Period, your Annual Income Amount will be added to your Stored Income Balance. The First Withdrawal Date will be your Issue Date if the younger spouse is at least age 59 at issue. Otherwise it will be the first Account Anniversary after the younger spouse attains (or would have attained) age 59.

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

If one spouse is significantly younger than the other spouse, you should carefully consider whether joint-life coverage is an appropriate choice in light of the possibly long waiting period before the benefit begins to store income and in light of the higher fee for joint-life coverage.

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

Cancellation of IOD II Plus

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

Although transfers among the Designated Funds are permitted as described under “Transfer Privilege” in the prospectus to which this Appendix is attached, IOD II Plus will be cancelled automatically:

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

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

IOD II Plus will also be cancelled for any of the following:

• upon a termination of the Contract;

• upon annuitization*; or

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

* Note that the Maximum Annuity Commencement Date permitted under this Contract is the first day of the month following the Annuitant’s 95^th birthday. See “Selection of Annuity Commencement Date” under “THE INCOME PHASE - ANNUITY PROVISIONS” in the prospectus to which this Appendix is attached.

A change of ownership may also cancel your benefits under IOD II Plus.

Death of Participant Under IOD II Plus with Single-Life Coverage

If you elected single-life coverage, IOD II Plus terminates on the death of any Participant and the Beneficiary may elect to exercise any of the available options under the Death Benefit provisions of the Contract. Alternately, the Beneficiary may elect to receive the Stored Income Balance, if any.

Death of Participant Under IOD II Plus with Joint-Life Coverage

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

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

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

• the Stored Income Balance, if any, will remain unchanged;

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

• on each Account Anniversary, the Annual Income Amount will be equal to the Income Benefit Base multiplied by 5%; and

• the percentage rate of the IOD II Plus Fee for the joint-life coverage option will continue for the surviving spouse as it was immediately prior to the death of the Participant.

At the death of the surviving spouse, the Contract, including IOD II Plus, terminates.

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

Annuitization Under IOD II Plus

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

(1) surrender your Contract and receive the greater of your Cash Surrender Value or your Stored Income Balance, if any;

(2) annuitize your Account Value under one of the Annuity Options available on that date; or

(3) (a) receive the remaining Stored Income Balance, if any, in a single sum and (b) annuitize your remaining Account Value as a single-life annuity (or a joint-life annuity, if joint-life coverage was elected at issue and you are still eligible to receive it) with an annualized annuity payment of not less than 5% of your then current Income Benefit Base.

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

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

Certain Tax Provisions

Certain state and federal income tax provisions may be important to you in connection with a living benefit, such as IOD II Plus. When you elect to participate in IOD II Plus, you may withdraw annual amounts up to the Yearly RMD Amount without affecting your benefit, subject to the conditions stated below. In the event that your Yearly RMD Amount attributable to your Contract is greater than your Stored Income Balance, we are currently waiving the withdrawal provisions under IOD II Plus as follows. If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in IOD II Plus, we reduce your Account Value and your Stored Income Balance, dollar for dollar, by the amount of the withdrawal to a value not less than zero. We will not, however, penalize you if the current Federal Tax Laws require you to withdraw from your Contract an amount greater than your Stored Income Balance. In other words, if a Yearly RMD Amount exceeds your Stored Income Balance, we will reduce your Stored Income Balance, but we will not reduce your Income Benefit Base, provided that:

• you withdraw your Qualified Contract’s first Yearly RMD Amount in the calendar year you attain age 72 rather than postponing the withdrawal of that Amount until the first quarter of the next calendar year, and

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

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

For a further discussion of some of these provisions, please refer to “Impact of Optional Death Benefits and Optional Living Benefits” under “TAX PROVISIONS” in the prospectus to which this Appendix is attached.

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APPENDIX M -

RETIREMENT INCOME ESCALATOR^SM II

The optional living benefit known as Retirement Income Escalator II (“RIE II”) was available on Contracts purchased on or after October 20, 2008, and prior to August 17, 2009, and on certain limited Contracts purchased on or after August 17, 2009. If you elected to participate in RIE II, the following information applies to your Contract. RIE II is no longer available for sale on new Contracts.

If you purchased your Contract prior to February 17, 2009, and elected to participate in RIE II, your Lifetime Withdrawal Percentage (defined below) is different from the Lifetime Withdrawal Percentage available on Contracts purchased on or after that date. (See “Determining Your Annual Withdrawal Amount,” “Step-Up Under RIE II,” and “Joint-Life Coverage” in this Appendix.) In addition, unless you “step-up” as described under “Step-Up Under RIE II,” the fee charged for your RIE II is lower than the fee charged on Contracts purchased on or after February 17, 2009. (See “Cost of RIE II” in this Appendix.)

RIE II provides an annual income guarantee for life. You can withdraw up to a guaranteed amount each year and, provided you meet certain requirements, we will continue to send you the guaranteed amount even if your Account Value should go to zero. Your income amount will not decrease, provided that your withdrawals do not exceed the guaranteed amount in any year. In general, the longer you wait for your first withdrawal under RIE II, the larger the guaranteed Annual Withdrawal Amount. To describe how RIE II works, we use the following definitions:

Annual Withdrawal Amount:	The total guaranteed amount available for withdrawal each Account Year during your life, provided that you comply with certain conditions. The Annual Withdrawal Amount is equal to your current Withdrawal Benefit Base multiplied by your Lifetime Withdrawal Percentage. (You should be aware that certain actions you take could significantly reduce the amount of your Annual Withdrawal Amount.)
Early Withdrawal:	Any withdrawal taken prior to your RIE II Coverage Date.
Excess Withdrawal:	Any withdrawal taken after your RIE II Coverage Date that exceeds your Annual Withdrawal Amount (or your Required Minimum Distribution Amount, if greater).
Lifetime Withdrawal Percentage:	The percentage used to calculate your Annual Withdrawal Amount.
RIE II Bonus Base:	The amount on which bonuses are calculated. The RIE II Bonus Base is equal to the sum of your Purchase Payments, increased by any “step-ups” (described below) and reduced proportionately by any withdrawal taken prior to your RIE II Coverage Date or any Excess Withdrawals (see “Excess Withdrawals” under “Withdrawals Under RIE II”).
RIE II Bonus Period:	A ten-year period commencing on the Issue Date and ending on your tenth Account Anniversary. If you “step up” RIE II (described below) during the RIE II Bonus Period, the RIE II Bonus Period is extended to ten years from the date of the step-up.
RIE II Coverage Date:	Your Issue Date if you are at least age 59 at issue; otherwise, the first Account Anniversary after you attain age 59.
Withdrawal Benefit Base:	The amount used to calculate (1) your Annual Withdrawal Amount and (2) your “RIE II Fee” (see “Cost of RIE II”).
You and Your:	The terms “you” and “your” refer to the oldest living Participant or the surviving spouse of the oldest Participant, as described under “Death of Participant Under RIE II with Joint-Life Coverage.” In the case of a non-natural Participant, these terms refer to the oldest living Annuitant.

Upon annuitization, RIE II and any elected optional death benefit automatically terminate.

RIE II allows you to withdraw a guaranteed amount of money each year, beginning on your RIE II Coverage Date, until the death of any Participant if single-life coverage is elected (or until the death of both the Participant and the

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Participant’s spouse if joint-life coverage is elected). Your right to take withdrawals under RIE II continues regardless of the investment performance of the Designated Funds, provided that you comply with certain requirements. After your RIE II Coverage Date, the amount you can withdraw, in any one year, can be 4%, 5%, 6%, or 7% of your Withdrawal Benefit Base, depending upon your age (or the younger spouse’s age in case of joint-life coverage) on the date of your first withdrawal.

In addition, if you make no withdrawals in an Account Year during your RIE II Bonus Period, we will increase your Withdrawal Benefit Base by an amount equal to 7% of your RIE II Bonus Base. The RIE II Bonus Period is a 10-year period commencing on your Issue Date. The period will be extended for an additional 10 years commencing on each step-up of the Withdrawal Benefit Base (see “Step-Up Under RIE II” in this Appendix), provided that the step-up occurs during the RIE II Bonus Period.

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

To participate in RIE II, all of your Account Value must be invested in one or more of the Designated Funds at all times during the term of RIE II. (The “term” of RIE II is for life, unless your Withdrawal Benefit Base is reduced to zero or RIE II is terminated or cancelled as described under “Cancellation of RIE II,” “Depleting Your Account Value,” and “Annuitization Under RIE II” in this Appendix.) The only Funds, dollar-cost averaging program options, and asset allocation models that currently qualify as Designated Funds are listed in the section entitled “DESIGNATED FUNDS” in the prospectus to which this Appendix is attached.

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

Determining Your Withdrawal Benefit Base

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

• increased by any applicable bonuses;

• increased by any step-ups as described under “Step-Up Under RIE II” in this Appendix;

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

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

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

Determining Your Annual Withdrawal Amount

Your Annual Withdrawal Amount is first determined when you make your first withdrawal after your RIE II Coverage Date and then on each subsequent Account Anniversary. Your Annual Withdrawal Amount is equal to your Withdrawal Benefit Base multiplied by your Lifetime Withdrawal Percentage. The Lifetime Withdrawal Percentage depends upon your age at the time you make your first withdrawal after your RIE II Coverage Date as shown in the tables below. If you purchased your Contract on or after February 17, 2009, your Lifetime Withdrawal Percentage is determined, as follows:

Your Age on the Date of the First  Withdrawal After Your RIE II Coverage Date*	Lifetime Withdrawal Percentage
59 - 64	4%
65 - 74	5%
75 - 79	6%
80 or older	7%

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

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If you purchased your Contract prior to February 17, 2009, your Lifetime Withdrawal Percentage is determined, as follows:

Your Age on the Date of the First  Withdrawal After Your RIE II Coverage Date*	Lifetime Withdrawal Percentage
59 - 69	5%
70 - 79	6%
80 or older	7%

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

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

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

How RIE II Works

Each Account Year, beginning on your RIE II Coverage Date, you can take withdrawals totaling up to the amount of your Annual Withdrawal Amount, subject to the terms and conditions discussed below. Even if your Account Value is reduced to zero (other than as a result of an Early Withdrawal or an Excess Withdrawal), as long as your Withdrawal Benefit Base is greater than zero, you will receive your full Annual Withdrawal Amount every year until you die.

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

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

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Here is an example of how RIE II works. This example assumes that your Contract was purchased on or after February 17, 2009.

Assume that you are age 65 when your Contract is issued with an initial Purchase Payment of $100,000 and that you elected to participate in RIE II with single-life coverage. (If you selected joint-life coverage the numbers shown in the example could be different.) Your Withdrawal Benefit Base and your RIE II Bonus Base are each set equal to your initial Purchase Payment on your Issue Date. Because you reached age 59 prior to your Issue Date, your RIE II Coverage Date is your Issue Date. You can begin at any time to withdraw up to your Annual Withdrawal Amount each Account Year without reducing your Withdrawal Benefit Base. During the RIE II Bonus Period, your Withdrawal Benefit Base will increase by 7% of your RIE II Bonus Base each Account Year in which you do not take a withdrawal. By deferring your withdrawals during a RIE II Bonus Period you will increase your Withdrawal Benefit Base, which in turn may maximize your Annual Withdrawal Amount. After the RIE II Bonus Period, you will still be eligible to take your Annual Withdrawal Amount each year and to step-up your Withdrawal Benefit Base. However, you will no longer be eligible for the 7% bonus each year. (For convenience, assume that the investment performance on your underlying investments remains constant throughout the life of your Contract, except for Account Year 2.)

Assume that, because of good investment performance of the Designated Funds during Account Year 2, your Account Value has grown to $125,000 on your second Account Anniversary. Your Contract is, therefore, eligible for an automatic step-up of its Withdrawal Benefit Base and RIE II Bonus Base. Assume that we have not increased the percentage used to calculate the RIE II Fee on newly issued Contracts; therefore we will step up your Withdrawal Benefit Base and your RIE II Bonus Base to $125,000. Your new Annual Withdrawal Amount will be 5% of your new Withdrawal Benefit Base, or $6,250. Going forward, your new RIE II Bonus Base will be $125,000, unless increased by another step-up or reduced by an Excess Withdrawal, and your RIE II Bonus Period will now end on your 12^th Account Anniversary (i.e., ten years after the step-up). All values shown are as of the beginning of the Account Year.

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

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

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

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

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

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

11	$100,563	$168,750	$125,000	$8,438	$8,438
12	$92,125	$168,750	$125,000	$8,438	$8,438
13	$83,688	$168,750	$125,000	$8,438	$8,438
14	$75,250	$168,750	$125,000	$8,438	$0
15	$75,250	$168,750	$125,000	$8,438	$8,438

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

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

Withdrawals Under RIE II

Withdrawals After the RIE II Coverage Date

Starting on your RIE II Coverage Date and continuing to your Annuity Commencement Date, you may take withdrawals totaling up to your Annual Withdrawal Amount each Account Year without reducing your Withdrawal Benefit Base. These withdrawals will reduce your Account Value by the amount of the withdrawal, but will not change your Withdrawal Benefit Base. These withdrawals are subject to withdrawal charges only to the extent they are in excess of the greatest of:

• the free withdrawal amount permitted under your Contract (discussed under “Free Withdrawal Amount” under “Withdrawal Charge” in the prospectus to which this Appendix is attached);

• your Yearly Required Minimum Distribution Amount (subject to conditions discussed under “Certain Tax Provisions” in this Appendix); and

• your Annual Withdrawal Amount.

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

• your free withdrawal amount permitted under this Contract,

• your Required Minimum Distribution Amount, or

• your Annual Withdrawal Amount.

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

Excess Withdrawals

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

Your new RIE II Bonus Base	=	BB x	(	AV - WD	)
				AV - AWA
Your new Withdrawal Benefit Base	=	WBB x	(	AV - WD	)
				AV - AWA

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Where:
	BB	=	Your RIE II Bonus Base immediately prior to the Excess Withdrawal.
	WBB	=	Your Withdrawal Benefit Base immediately prior to the Excess Withdrawal.
	WD	=	The amount of the Excess Withdrawal.
	AV	=	Your Account Value immediately prior to the Excess Withdrawal.
	AWA	=	Your Annual Withdrawal Amount minus any prior partial withdrawals taken during the current Account Year.

Using the facts of the above example, assume that in Account Year 7, you take two withdrawals: a $4,000 withdrawal followed by a $6,000 withdrawal. Your first withdrawal reduces your Account Value to $121,000 but does not affect your RIE II Bonus Base or Withdrawal Benefit Base because it is not in excess of your Annual Withdrawal Amount. Your second withdrawal (when combined with the first) is in excess of your $8,000 Annual Withdrawal Amount. After your second withdrawal, your RIE II Bonus Base and your Withdrawal Benefit Base will be reduced as follows:

Your new RIE II Bonus Base	=	$	125,000	x	$121,000 - $6,000
					$121,000 - ($8,000 - $4,000)
	=	$	125,000	x	$115,000
					$117,000
	=	$	125,000	x	0.98291
	=	$	122,863
Your new Withdrawal Benefit Base	=	$	160,000	x	$121,000 - $6,000
					$121,000 - ($8,000 - $4,000)
	=	$	160,000	x	$115,000
					$117,000
	=	$	160,000	x	0.98291
	=	$	157,265

Beginning on your Account Anniversary and going forward, your new Annual Withdrawal Amount will be reduced to 5% of your new Withdrawal Benefit Base, or $7,863.

You should be aware that, if your Account Value is less than the Withdrawal Benefit Base at the time an Excess Withdrawal is taken (as in the above example), then your Withdrawal Benefit Base and your RIE II Bonus Base will be reduced by an amount equal to or more than the excess amount withdrawn. Thus, Excess Withdrawals taken in a down market could severely reduce, and even terminate, your benefits under RIE II, including reducing your Account Value to zero and thereby terminating your Contract without value.

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Early Withdrawals

All withdrawals taken before your RIE II Coverage Date, including any “free withdrawal amounts” permitted under your Contract, will be considered Early Withdrawals and your RIE II Bonus Base and your Withdrawal Benefit Base will be reduced using the following formulas:

Your new RIE II Bonus Base	=	BB x	(	AV - WD	)
				AV
Your new Withdrawal Benefit Base	=	WBB x	(	AV - WD	)
				AV

Where:
	BB	=	Your RIE II Bonus Base immediately prior to the Early Withdrawal.
	WBB	=	Your Withdrawal Benefit Base immediately prior to the Early Withdrawal.
	WD	=	The amount of the Early Withdrawal.
	AV	=	Your Account Value immediately prior to the Early Withdrawal.

Assume that you are age 45 when your Contract is issued with an initial Purchase Payment of $100,000 and that you elected to participate in RIE II with single-life coverage. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Withdrawal Benefit Base and your RIE II Bonus Base are each set equal to your initial Purchase Payment on your Issue Date. Your Withdrawal Benefit Base will increase by 7% of your RIE II Bonus Base each year in which you do not take a withdrawal. Your RIE II Coverage Date will not occur until your 15^th Account Anniversary (the first Account Anniversary after you reach age 59). Any withdrawals you take prior to that time will be Early Withdrawals.

Assume that because of good investment performance of the Designated Funds during Account Year 2, your Account Value has grown to $125,000 on your second Account Anniversary. Your Contract is therefore eligible for an automatic step-up of its Withdrawal Benefit Base and RIE II Bonus Base. Assume that we have not increased the percentage used to calculate the RIE II Fee on newly issued Contracts; therefore we will step-up your Withdrawal Benefit Base and your RIE II Bonus Base to $125,000.

Assume that, in your Account Year 7, you withdraw $10,000. Because you are age 51 (and younger than age 59), this is an Early Withdrawal. All values shown are as of the beginning of the Account Year.

Account Year	Account Value	Withdrawal Benefit Base	RIE II Bonus Base	Annual Withdrawal Amount	Withdrawals
1	$100,000	$100,000	$100,000	$0	$0
2	$100,000	$107,000	$100,000	$0	$0
3	$125,000	$125,000	$125,000	$0	$0
4	$125,000	$133,750	$125,000	$0	$0
5	$125,000	$142,500	$125,000	$0	$0
6	$125,000	$151,250	$125,000	$0	$0
7	$125,000	$160,000	$125,000	$0	$10,000

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At this point, your RIE II Bonus Base and your Withdrawal Benefit Base will be recalculated as follows:

Your new RIE II Bonus Base	=	$	125,000	x	$125,000 - $10,000
					$125,000
	=	$	125,000	x	$115,000
					$125,000
	=	$	125,000	x	0.92000
	=	$	115,000
Your new Withdrawal Benefit Base	=	$	160,000	x	$125,000 - $10,000
					$125,000
	=	$	160,000	x	$115,000
					$125,000
	=	$	160,000	x	0.92000
	=	$	147,200

Your Annual Withdrawal Amount will still be $0 because you have not reached your RIE II Coverage Date.

You should be aware that Early Withdrawals could severely reduce, and even terminate, your benefits under RIE II, including reducing your Account Value to zero and thereby terminating your Contract without value.

In addition to reducing your benefits under RIE II, any withdrawal before you reach age 59¹⁄₂ could have adverse state and federal tax liabilities. You should consult a qualified tax professional for more information.

Depleting Your Account Value

If your Account Value is reduced to zero immediately following an Excess Withdrawal or an Early Withdrawal, then your Withdrawal Benefit Base and the RIE II Bonus Base will both be reduced to zero and your Contract will terminate without value. Therefore, your Contract, as well as benefits available with RIE II, will end.

If, on the other hand, your Account Value is reduced to zero through any combination of poor investment performance of the Designated Funds, Contract charges, and withdrawals other than Excess Withdrawals or Early Withdrawals, your Withdrawal Benefit Base will not be reduced. Your Contract will end, but your right to receive an annual withdrawal amount will continue. That is to say, regardless of your age on the day the Account Value is reduced to zero, you will be entitled to receive your Annual Withdrawal Amount each year for as long as you live.

Cost of RIE II

If you elect RIE II, we will deduct a quarterly fee from your Account Value (“RIE II Fee”). The RIE II Fee will be taken as a specific deduction from your Account Value on the last valuation day of each Account Quarter. The RIE II Fee will be a percentage of your Withdrawal Benefit Base. This percentage will equal 0.2375% of your Withdrawal Benefit Base on the last day of the Account Quarter if you elected single-life coverage (0.2875% for joint-life coverage). The maximum RIE II Fee you can pay in any one Account Year is equal to 0.95% of the highest Withdrawal Benefit Base at any point in that Account Year if you elected single-life coverage (1.15% for joint-life coverage).

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If you purchased your Contract prior to February 17, 2009, your cost for RIE II was initially, on an annual basis, 0.80% of the highest Withdrawal Benefit Base for single-life coverage (1.00% for joint-life coverage). Your cost for RIE II will not increase unless:

• you decide to step-up your Withdrawal Benefit Base, as described below under “Step-Up Under RIE II,” and

• you consent in writing, at the time of step-up, to accept an increase in your RIE II Fee to 0.95% for single-life coverage (1.15% for joint-life coverage).

If you do not consent to the higher fee, the step-up will not be implemented and all subsequent step-ups will be suspended unless and until we receive your written consent to the higher fee.

Your RIE II Fee will not change during an Account Year, unless you take one of the following specific actions:

• If you make an additional Purchase Payment during your first Account Year, you will increase your Withdrawal Benefit Base and thus your RIE II Fee.

• If you make a withdrawal before your RIE II Coverage Date or a withdrawal in excess of your Annual Withdrawal Amount, you will decrease your Withdrawal Benefit Base and thus your RIE II Fee.

However, on each Account Anniversary, we determine whether favorable investment performance of the Designated Funds may cause the Withdrawal Benefit Base to increase as described below under “Step-Up Under RIE II.” If your Withdrawal Benefit Base increases because of favorable investment performance, your RIE II fee will also increase because it is recalculated on each Account Anniversary based upon your highest Withdrawal Benefit Base during that Account Year.

We will continue to deduct the RIE II Fee until you annuitize your Contract, your Account Value reduces to zero, or your RIE II is terminated or cancelled as described under “Cancellation of RIE II” in this Appendix.

Step-Up Under RIE II

Regardless of your age on the Issue Date, on each Account Anniversary prior to your Annuity Commencement Date, we will automatically step-up your Withdrawal Benefit Base and your RIE II Bonus Base, provided that you satisfy certain requirements. First, you must meet eligibility requirements:

• Your Account Value must equal no more than $5,000,000. (For purposes of determining the $5,000,000 limit, we reserve the right, in our sole discretion, to aggregate your Account Value with the account values of all other variable annuity contracts you own issued by Delaware Life or its affiliates.)

• Your highest quarter-end Account Value (adjusted for subsequent Purchase Payments and withdrawals) during the most recent Account Year (“Highest Quarterly Value”) must be greater than your current Withdrawal Benefit Base (adjusted for any applicable 7% bonus increases).

Second, if you satisfy the eligibility requirements, we then consider whether market conditions have caused us to increase the percentage rate used to calculate the RIE II Fee.

• If we have not had to increase the percentage rate as described above, the percentage rate we use to calculate your RIE II Fee will remain unchanged and we will automatically step-up your Withdrawal Benefit Base and your RIE II Bonus Base

• If we have had to increase the percentage rate as described above, we offer you the opportunity to step-up at the higher percentage rate. In this case, your written consent is required to accept the higher percentage rate used to calculate your RIE II Fee and step-up your Withdrawal Benefit Base and RIE II Bonus Base. If you do not consent to the step-up and higher percentage, the step-up will not be implemented and all subsequent step-ups of your Withdrawal Benefit Base and RIE II Bonus Base will also be suspended. You may thereafter submit an election form to us, however, in order to consent to the then-applicable percentage rate and thus reactivate subsequent automatic step-ups.

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At the time of step-up, we will increase your Withdrawal Benefit Base and RIE II Bonus Base to an amount equal to the Highest Quarterly Value, if such amount exceeds your current Withdrawal Benefit Base (adjusted for any applicable 7% bonus increases). If the step-up occurs during the RIE II Bonus Period, your RIE II Bonus Period will renew for another 10-year period commencing at the time of step-up.

If your Lifetime Withdrawal Percentage has already been determined and your age at the time of step-up coincides with a higher percentage as shown in the applicable table below, your Lifetime Withdrawal Percentage will increase. After the step-up, your Annual Withdrawal Amount will be your Lifetime Withdrawal Percentage multiplied by your new Withdrawal Benefit Base. If you purchased your Contract on or after February 17, 2009, your Lifetime Withdrawal Percentage is determined, based upon your age at time of step-up, as follows:

Your Age at Step-up*	Lifetime Withdrawal Percentage
59 - 64	4%
65 - 74	5%
75 - 79	6%
80 or older	7%

* If you elected joint-life coverage, the age ranges are based upon the age of the younger spouse as described under “Joint-Life Coverage” in this Appendix.

If you purchased your Contract prior to February 17, 2009, your Lifetime Withdrawal Percentage is determined, based upon your age at time of step-up, as follows:

Your Age at Step-up*	Lifetime Withdrawal Percentage
59 - 69	5%
70 - 79	6%
80 or older	7%

* If you elected joint-life coverage, the age ranges are based upon the age of the younger spouse as described under “Joint-Life Coverage” in this Appendix.

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Here are examples of how step-up works under a few different circumstances. In each of the four examples, Account Values shown are as of the last day of each Account Quarter. Adjustments are made on the day a Purchase Payment or withdrawal is made. All four examples assume that the Contract was purchased on or after February 17, 2009.

Assume that you are 65 years old when you purchase a Contract with an initial Purchase Payment of $100,000, and that you elect to participate in RIE II with single-life coverage. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Withdrawal Benefit Base and your RIE II Bonus Base are each equal to your initial Purchase Payment. Your Annual Withdrawal Amount is $5,000 (5% of your Withdrawal Benefit Base).

The Account Values on each of your four Account Quarters are $113,000, $108,000, $90,000, and $103,000, respectively. No additional Purchase Payments are made and no withdrawals are taken, so no adjustments to these values are necessary. The highest adjusted quarterly value is $113,000. Your new Withdrawal Benefit Base is set to equal to $113,000 since that amount exceeds your previous Withdrawal Benefit Base increased by 7% of your RIE II Bonus Base ($100,000 + $7,000).

Time	Account Value		Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)		Withdrawal Benefit Base
Issue		$100,000	n/a		n/a		$100,000
End of First Quarter		$113,000	n/a		$113,000		$100,000
End of Second Quarter		$108,000	n/a		$108,000		$100,000
End of Third Quarter		$90,000	n/a		$90,000		$100,000
End of Fourth Quarter (before step-up)		$103,000	n/a		$103,000		$100,000
Highest Quarterly Value (after adjustments)					$113,000
Step-up comparison		Is $113,000 greater than $100,000 + $7,000? Yes, so step-up.
On the Account Anniversary (after step-up)
New Withdrawal Benefit Base =		$113,000	Highest Quarterly Value (after adjustments)
New Annual Withdrawal Amount =		$5,650	$113,000 x 5%
New RIE II Bonus Base =		$113,000

Please note: The end of the fourth Account Quarter and the Account Anniversary are the same day. We only make the distinction to separate values before and after step-up.

If you make an additional Purchase Payment during your first Account Year, your Account Value, your Withdrawal Benefit Base, and your RIE II Bonus Base are each immediately increased by the amount of the additional Purchase Payment.

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Here is an example of how an additional Purchase Payment of $50,000 made in the first Account Quarter would affect your step-up:

Time	Account Value		Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)		Withdrawal Benefit Base
Issue		$100,000	n/a		n/a		$100,000
End of First Quarter		$113,000	$50,000		$163,000		$100,000
$50,000 Purchase Payment		$163,000	n/a		n/a		$150,000
End of Second Quarter		$158,000	n/a		$158,000		$150,000
End of Third Quarter		$140,000	n/a		$140,000		$150,000
End of Fourth Quarter (before step-up)		$153,000	n/a		$153,000		$150,000
Highest Quarterly Value (after adjustments)					$163,000
Step-up comparison		Is $163,000 greater than $150,000 + $10,500? Yes, so step-up.
On the Account Anniversary (after step-up)
New Withdrawal Benefit Base =		$163,000	Highest Quarterly Value (after adjustments)
New Annual Withdrawal Amount =		$8,150	$163,000 x 5%
New RIE II Bonus Base =		$163,000

Please note: Since the additional Purchase Payment occurred after the first Account Quarter, the first Account Quarter value was adjusted.

Here is an example of how a $4,000 withdrawal taken in the second Account Quarter would affect your step-up:

Time	Account Value		Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)		Withdrawal Benefit Base
Issue		$100,000	n/a		n/a		$100,000
End of First Quarter		$113,000	- $4,000		$109,000		$100,000
$4,000 withdrawal		$109,000	n/a		n/a		$100,000
End of Second Quarter		$104,000	n/a		$104,000		$100,000
End of Third Quarter		$86,000	n/a		$86,000		$100,000
End of Fourth Quarter (before step-up)		$99,000	n/a		$99,000		$100,000
Highest Quarterly Value (after adjustments)					$109,000
Step-up comparison		Is $109,000 greater than $100,000 + $0 (no bonus since withdrawal taken)? Yes, so step-up.
On the Account Anniversary (after step-up)
New Withdrawal Benefit Base =		$109,000	Highest Quarterly Value (after adjustments)
New Annual Withdrawal Amount =		$5,450	$109,000 x 5%
New RIE II Bonus Base =		$109,000

Please note: Since the withdrawal occurred after the first Account Quarter, the first Account Quarter value was adjusted.

Assume instead you take a $40,000 withdrawal in the second Account Quarter at a point when the Account Value equaled $99,000 immediately before the withdrawal. Since this withdrawal exceeds your Annual Withdrawal Amount,

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it is considered an Excess Withdrawal. The Excess Withdrawal reduces your Withdrawal Benefit Base and your RIE II Bonus Base as described under “Excess Withdrawals” in this Appendix. All previous quarter-end Account Values are first reduced by the Annual Withdrawal Amount less any prior withdrawals taken in that Account Year and then adjusted in the same proportion that the Withdrawal Benefit Base was adjusted after the Excess Withdrawal. (See the two-step calculation shown in the box below the following example.)

Time	Account Value		Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)		Withdrawal Benefit Base
Issue		$100,000	n/a		n/a		$100,000
End of First Quarter		$113,000	- $45,213		$67,787		$100,000
$40,000 withdrawal		$59,000	n/a		n/a		$62,766
End of Second Quarter		$68,000	n/a		$68,000		$62,766
End of Third Quarter		$50,000	n/a		$50,000		$62,766
End of Fourth Quarter (before step-up)		$63,000	n/a		$63,000		$62,766
Highest Quarterly Value (after adjustments)					$68,000
Step-up comparison		Is $68,000 greater than $62,766 + $0 (no bonus since withdrawal taken)? Yes, so step-up.
On the Account Anniversary (after step-up)
New Withdrawal Benefit Base =		$68,000	Highest Quarterly Value (after adjustments)
New Annual Withdrawal Amount =		$3,400	$68,000 x 5%
New RIE II Bonus Base =		$68,000

(1)	Reduce the end of First Quarter Account Value by the Annual Withdrawal Amount less any prior withdrawals taken in that Account Year	=	$	113,000	-	$5,000		=  $	108,000
(2)	Adjust the Account Value for the first Account Quarter	=	$	108,000 x	(	$99,000 - $40,000	)	=  $	67,787
						$99,000 - $5,000
	The total adjustment	=	$	113,000	-	$67,787		=  $	45,213

All of the above examples assume that you are age 65 at issue, so your Lifetime Withdrawal Percentage is 5%. Assume instead you are age 74 at issue and have attained age 75 on your first Account Anniversary. Follow the first example where no withdrawals were taken and no additional Purchase Payments were made. When your Withdrawal Benefit Base steps-up to $113,000, your new Lifetime Withdrawal Percentage is 6% since you had attained age 75 by your first Account Anniversary. Your Annual Withdrawal Amount is now $6,780.

Joint-Life Coverage

On the Issue Date, you have the option of electing RIE II with single-life coverage or, for a higher RIE II Fee, with joint-life coverage. Once you make the election, you cannot switch between joint-life and single-life coverage, regardless of any change in life events. Joint-life coverage is not available if you are unmarried on the Issue Date.

Joint-life coverage can be elected on an individually-owned Contract or on a co-owned Contract. On an individually-owned Contract, joint-life coverage is available only if your spouse is the sole primary beneficiary on the Issue Date and remains the sole primary beneficiary while RIE II is in effect. On a co-owned Contract, joint-life coverage is

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available only if you and your spouse are the only co-owners on the Issue Date and remain so while RIE II is in effect. Whereas single-life coverage provides annual withdrawals under RIE II only until any Participant dies, joint-life coverage provides annual withdrawals under RIE II for as long as either you or your spouse is alive. (Note, however, upon the death of a spouse, the Contract, including RIE II, ends. To take annual withdrawals under RIE II’s joint-life feature after the death of a spouse, the surviving spouse must first elect to continue the Contract through the “Spousal Continuance” provision.) See also “Death of Participant Under RIE II with Joint-Life Coverage” in this Appendix.

If you have elected joint-life coverage, the RIE II Coverage Date will be your Issue Date if the younger spouse is at least age 59 on the Issue Date, and will be the first Account Anniversary after the younger spouse attains (or would have attained) age 59 if the younger spouse is less than age 59 on the Issue Date. (For purposes of joint-life coverage, the younger spouse refers to the person who was the younger spouse on the Issue Date, even if that person has died or is no longer married to the person who was his or her spouse on the Issue Date.) Thus, Early Withdrawals will be determined based upon this definition of your RIE II Coverage Date. Your Lifetime Withdrawal Percentage will be determined based on the age that the younger spouse is (or would have been) on the date of the first withdrawal under the Contract after the RIE II Coverage Date, as shown in the tables below. If you purchased your Contract on or after February 17, 2009, your Lifetime Withdrawal Percentage is determined, as follows:

Age of Younger Spouse on Date of the First Withdrawal After Your RIE II Coverage Date	Lifetime Withdrawal Percentage
59 - 64	4%
65 - 74	5%
75 - 79	6%
80 or older	7%

If you purchased your Contract prior to February 17, 2009, your Lifetime Withdrawal Percentage is determined, as follows:

Age of Younger Spouse on Date of First Withdrawal After Your RIE II Coverage Date	Lifetime Withdrawal Percentage
59 - 69	5%
70 - 79	6%
80 or older	7%

Your Annual Withdrawal Amount equals your Withdrawal Benefit Base multiplied by your Lifetime Withdrawal Percentage. Once your Annual Withdrawal Amount is calculated, the Lifetime Withdrawal Percentage will not change except if a step-up occurs as described under “Step-Up Under RIE II” in this Appendix. The Lifetime Withdrawal Percentage will then be reset, if higher, to the percentage for then attained age of the younger spouse.

The two spouses on the Issue Date are the only two people covered under the joint-life feature. If a Participant remarries, the new spouse is not covered under the joint-life feature. Therefore, if the spouse on the Issue Date is no longer your spouse, RIE II benefits continue for your life and, when you die, annual withdrawals are no longer available. Note that, when you elect joint-life coverage, you also elect the higher joint-life fee. That fee will not change as long as RIE II is in effect, regardless of any change in life events.

If one spouse is significantly younger than the other spouse, you should carefully consider whether joint-life coverage is an appropriate choice in light of the possibility of a longer waiting period before withdrawals under RIE II can be made and in light of the higher fee for joint-life coverage.

Joint-life coverage may not be available on all Contracts.

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Cancellation of RIE II

Should you decide that RIE II is no longer appropriate for you, you may cancel RIE II at any time. Upon cancellation, all benefits and charges under RIE II shall cease. Once cancelled, RIE II cannot be reinstated.

Although transfers among the Designated Funds are permitted as described under “Transfer Privilege” in the prospectus to which this Appendix is attached, RIE II will be cancelled automatically:

• if any Purchase Payment is allocated to an investment option other than a Designated Fund; or

• if any portion of Account Value maintained in a Designated Fund is transferred into an investment option other than a Designated Fund.

RIE II will also be cancelled for any of the following:

• upon a termination of the Contract;

• upon annuitization*; or

• your Withdrawal Benefit Base is reduced to zero as a result of Early or Excess Withdrawals.

* Note that the Maximum Annuity Commencement Date permitted under this Contract is the first day of the month following the Annuitant’s 95^th birthday. See “Selection of Annuity Commencement Date” under “THE INCOME PHASE - ANNUITY PROVISIONS” in the prospectus to which this Appendix is attached.

A change of ownership of the Contract may also cancel your benefits under RIE II.

Death of Participant Under RIE II with Single-Life Coverage

If you selected single-life coverage, RIE II terminates on the death of any Participant and the Beneficiary may elect to exercise any of the available options under the Death Benefit provisions of the Contract.

Death of Participant Under RIE II with Joint-Life Coverage

If the surviving spouse on the Death Benefit Date was not the spouse of a Participant on the original Contract’s Issue Date, then this section does not apply, even if joint-life coverage was elected. In such case, if a Participant dies while participating in RIE II, the provisions of the section titled “Death of Participant Under RIE II with Single-Life Coverage” will apply.

If you purchased joint-life coverage and one of the Participants dies, RIE II will continue, provided that the surviving spouse, as the sole primary beneficiary, continues the Contract. In such case:

• the new Account Value will be equal to the Death Benefit;

• the RIE II Fee for the joint-life coverage option will continue for the surviving spouse as it was immediately prior to the death of the Participant;

• the Withdrawal Benefit Base and the RIE II Bonus Base will remain unchanged until the next Account Anniversary when a step-up could apply due to an increase in Account Value (see “Step-Up Under RIE II” in this Appendix);

• if withdrawals under RIE II have not yet begun, the Lifetime Withdrawal Percentage will be based on the age the younger spouse attains (or would have attained) on the date of the first withdrawal after the RIE II Coverage Date;

• if withdrawals under RIE II have already begun, the Lifetime Withdrawal Percentage will be the Lifetime Withdrawal Percentage that applied to the Contract prior to the death of the Participant; and

• the RIE II Bonus Period will continue unchanged from the original contract.

At the death of the surviving spouse, the Contract, including RIE II, will terminate.

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If you purchased joint-life coverage and the deceased Participant’s surviving spouse does not continue the Contract, your Beneficiary may elect any available option under the Death Benefit provisions of the Contract.

Annuitization Under RIE II

Under the terms of RIE II, if your Account Value is greater than zero on your Maximum Annuity Commencement Date, you may elect to:

(1) surrender your Contract and receive your Cash Surrender Value,

(2) annuitize your Account Value under one of the then currently available Annuity Options, or

(3) annuitize your remaining Account Value as a single-life annuity (or a joint-life annuity, if joint-life coverage was elected at issue and is still eligible) with an annualized annuity payment of not less than your then current Annual Withdrawal Amount.

If you make no election, we will default your choice to option 3.

If your Account Value has been reduced to zero (other than as a result of an Early Withdrawal or an Excess Withdrawal), and your Withdrawal Benefit Base is greater than zero on or before your Maximum Annuity Commencement Date, you will receive your full Annual Withdrawal Amount until you die. For a more complete discussion of this, see “Depleting Your Account Value” in this Appendix.

Certain Tax Provisions

Certain state and federal income tax provisions may be important to you in connection with a living benefit, such as RIE II. If you elected to participate in RIE II, we will inform you that you may withdraw annual amounts up to your Yearly RMD Amount without reducing your guaranteed withdrawal benefit. To assist you in complying with the RMD requirements, each year, we will notify you in early January of your calculated Yearly RMD Amount and inform you that you may withdraw annual amounts up to your Yearly RMD Amount without reducing your guaranteed withdrawal benefit.

In the event that your Yearly RMD Amount attributable to your Contract is greater than the maximum withdrawal amount permitted each year under RIE II, we are currently waiving withdrawal provisions as follows. If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in RIE II, we reduce your Account Value dollar for dollar by the amount of the withdrawal. In addition, for that year only, your Annual Withdrawal Amount under RIE II will be reduced, dollar for dollar, by the amount of the withdrawal. We will not, however, penalize you if the current Federal Tax Laws require you to withdraw from your Contract an amount greater than your Annual Withdrawal Amount. In other words, we will not reduce your Annual Withdrawal Amount for future years (or your Withdrawal Benefit Base or Bonus Base), if a Yearly RMD Amount exceeds your Annual Withdrawal Amount, provided that:

• you withdraw your Qualified Contract’s first Yearly RMD Amount in the calendar year you attain age 72 rather than postponing the withdrawal of that Amount until the first quarter of the next calendar year, and

• you do not make any withdrawal from your Qualified Contract that would result in you receiving, in any Account Year, more than one calendar year’s Yearly RMD Amount.

Currently, any withdrawal in excess of the Annual Withdrawal Amount that is taken to satisfy the Yearly RMD Amounts will not be treated as an Excess Withdrawal, and will not reduce the Withdrawal Benefit Base. However, if there is any material change to the current Code or IRS Rules governing the timing or determination of required minimum distribution amounts, then the Company reserves the right to treat any withdrawal greater than the Annual Withdrawal Amount as an Excess Withdrawal which may significantly reduce the Withdrawal Benefit Base.

For a further discussion of some of these provisions, please refer to “Impact of Optional Death Benefits and Optional Living Benefits” under “TAX PROVISIONS” in the prospectus to which this Appendix is attached.

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APPENDIX N - Income ON Demand^® II Escalator

The optional living benefit known as Income ON Demand II Escalator (“IOD II Escalator”) was available on Contracts purchased on or after October 20, 2008, and prior to August 17, 2009, and on certain limited Contracts purchased on or after August 17, 2009. If you elected to participate in IOD II Escalator, the following information applies to your Contract. IOD II Escalator is no longer available for sale on new Contracts.

If you purchased your Contract prior to February 17, 2009, and elected to participate in IOD II Escalator, your Lifetime Income Percentage (defined below) is different from the Lifetime Income Percentage available on Contracts purchased on or after that date. (See “Determining Your Annual Income Amount,” “Step-Up Under IOD II Escalator,” and “Joint-Life Coverage” in this Appendix.) In addition, unless you “step-up” as described under “Step-Up Under IOD II Escalator,” the fee charged for IOD II Escalator is lower than the fee charged on Contracts purchased on or after February 17, 2009. (See “Cost of IOD II Escalator” in this Appendix.)

To describe how IOD II Escalator works, we use the following definitions:

Annual Income Amount: The amount added to your Stored Income Balance on each Account Anniversary during your Stored Income Period. It is equal to your Income Benefit Base multiplied by your Lifetime Income Percentage.

Early Withdrawal: Any withdrawal taken prior to your First Withdrawal Date.

Excess Withdrawal: Any withdrawal taken after your First Withdrawal Date that exceeds your Stored Income Balance (or your Required Minimum Distribution Amount, if greater).

Fee Base: The amount used to calculate your “IOD II Escalator Fee” (see “Cost of IOD II Escalator”).

First Withdrawal Date: Your Issue Date if you are at least age 59 at issue, otherwise the first Account Anniversary after you attain age 59.

Income Benefit Base: The amount used to calculate your Annual Income Amount for IOD II Escalator.

Lifetime Income Percentage: The percentage used to calculate your Annual Income Amount.

Stored Income Balance: The amount you may withdraw at any time after your First Withdrawal Date without reducing your benefits under IOD II Escalator.

Stored Income Period: A period beginning on your Issue Date if you are at least age 50 at issue, otherwise the first Account Anniversary following your 50^th birthday, ending on your Annuity Commencement Date.

You and Your: The terms “you” and “your” refer to the oldest living Participant or the surviving spouse of the oldest Participant, as described under “Death of Participant Under IOD II Escalator with Joint-Life Coverage.” In the case of a non-natural Participant, these terms refer to the oldest living Annuitant.

Upon annuitization, IOD II Escalator and any elected optional death benefit automatically terminate.

IOD II Escalator allows you to withdraw a guaranteed amount each year, beginning after your First Withdrawal Date, until the death of any Participant if single-life coverage is elected (or until the death of both the Participant and the Participant’s spouse if joint-life coverage is elected), regardless of the investment performance of the Designated Funds, provided that you comply with certain requirements. The guaranteed annual amount you can withdraw, in any one year, can be 4%, 5%, 6%, or 7% of your Income Benefit Base depending upon your age. Any amount that you do

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not withdraw in a given year will remain in the Stored Income Balance and can be withdrawn at any time in the future.

If you are participating in IOD II Escalator, you may make Purchase Payments only during your first Account Year. After the first Account Anniversary, any Purchase Payments you submit will be returned to you.

To participate in IOD II Escalator, all of your Account Value must be invested only in Designated Funds at all times during the term of IOD II Escalator. (The term of IOD II Escalator is for life, unless your Income Benefit Base is reduced to zero or your benefits under IOD II Escalator are terminated or cancelled as described under “Cancellation of IOD II Escalator,” “Depleting Your Account Value,” and “Annuitization Under IOD II Escalator” in this Appendix.) The only Funds, dollar-cost averaging program options, and asset allocation models that currently qualify as Designated Funds are listed in the section entitled “DESIGNATED FUNDS” in the prospectus to which this Appendix is attached.

You also had the option of choosing between single-life coverage and joint-life coverage. These options are described in greater detail under “Joint-Life Coverage” and the sections entitled “Death of Participant Under IOD II Escalator with Single-Life Coverage” and “Death of Participant Under IOD II Escalator with Joint-Life Coverage” in this Appendix.

Determining Your Income Benefit Base

On the Issue Date, we set your Income Benefit Base equal to your initial Purchase Payment. Thereafter, your Income Benefit Base is:

• increased on each Account Anniversary by any step-ups as described in this Appendix under “Step-Up Under IOD II Escalator”;

• increased to the extent that you exercise your one-time option to use any amount of your Stored Income Balance to increase your Income Benefit Base, as described below under “How IOD II Escalator Works”;

• increased by any subsequent Purchase Payments you make during the first year following the Issue Date;

• decreased following any Early Withdrawals you take, as described under “Early Withdrawals” in this Appendix; and

• decreased following any Excess Withdrawals you take, as described under “Excess Withdrawals” in this Appendix.

Determining Your Annual Income Amount

Your Annual Income Amount is first determined at the beginning of your Stored Income Period and then on each subsequent Account Anniversary. Your Annual Income Amount is equal to your Income Benefit Base multiplied by your Lifetime Income Percentage. The Lifetime Income Percentage depends upon your age at the beginning of your Stored Income Period as shown in the tables below. If you purchased your Contract on or after February 17, 2009, your Lifetime Income Percentage is determined, as follows:

Your Age at the Beginning of Your Stored Income Period*	Lifetime Income Percentage
50 - 64	4%
65 - 74	5%
75 - 79	6%
80 or older	7%

* If you elected joint-life coverage, the age ranges are based upon the age of the younger spouse as described under “Joint-Life Coverage” in this Appendix.

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If you purchased your Contract prior to February 17, 2009, your Lifetime Income Percentage is determined, as follows:

Your Age at the Beginning of Your Stored Income Period*	Lifetime Income Percentage
50 - 69	5%
70 - 79	6%
80 or older	7%

* If you elected joint-life coverage, the age ranges are based upon the age of the younger spouse as described under “Joint-Life Coverage” in this Appendix.

Your Lifetime Income Percentage will only increase if your age at the time of step-up coincides with a higher percentage as shown in the tables above. (See “Step-Up Under IOD II Escalator” in this Appendix.) An increase in the Lifetime Income Percentage will increase your Annual Income Amount.

Your Annual Income Amount will also change with any change to your Income Benefit Base as described above under “Determining Your Income Benefit Base.”

Determining Your Stored Income Balance

At the beginning of the Stored Income Period, your Stored Income Balance will equal your Annual Income Amount (your Lifetime Income Percentage multiplied by your Income Benefit Base on that Date). Thereafter, your Stored Income Balance is:

• increased by your Lifetime Income Percentage multiplied by any subsequent Purchase Payments you make during the first year following the Issue Date;

• increased on each Account Anniversary by your Annual Income Amount determined on that Anniversary;

• decreased by the amount of any withdrawals you take, on or after your First Withdrawal Date, up to the amount of your Stored Income Balance;

• decreased to $0 if you take an Excess Withdrawal;

• decreased in proportion to the change in your Account Value if you take an Early Withdrawal; and

• decreased by the amount you use in exercising your one-time option to increase your Income Benefit Base (described below under “How IOD II Escalator Works”).

How IOD II Escalator Works

Under the terms of IOD II Escalator, you can take withdrawals up to the amount of your Stored Income Balance beginning on your First Withdrawal Date, subject to the terms and conditions discussed below. You can use all or a portion of your Stored Income Balance to effect a one-time increase of your Income Benefit Base prior to your Annuity Commencement Date. IOD II Escalator also provides the opportunity to increase your Annual Income Amount if your Lifetime Income Percentage increases as you grow older. (Your Lifetime Income Percentage will only increase if you step-up after you reach certain specified ages.) If your Account Value is reduced to zero (other than as a result of an Early Withdrawal or an Excess Withdrawal), and your Income Benefit Base is greater than zero, you will receive your full Annual Income Amount every year until you die.

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Withdrawals from your Stored Income Balance can be taken at any time beginning on your First Withdrawal Date and prior to your Annuity Commencement Date without affecting your Income Benefit Base. If, beginning on your First Withdrawal Date, you make a withdrawal that does not exceed your Stored Income Balance:

• your Stored Income Balance will be decreased by the amount withdrawn; and

• the withdrawal will not be subject to withdrawal charges.

You also have the option to use all or a portion of your Stored Income Balance to increase your Income Benefit Base. This option allows you to increase your future Annual Income Amount. While your Contract is in force, you may exercise this option only once and you must do so prior to your Annuity Commencement Date. If you choose to use any portion of your Stored Income Balance to increase your Income Benefit Base:

• your Stored Income Balance will be decreased by the amount used;

• the amount of your Stored Income Balance used will be added to your Income Benefit Base; and

• your new Annual Income Amount on your next Account Anniversary will equal your Lifetime Income Percentage multiplied by your new Income Benefit Base.

Here is an example of how IOD II Escalator works. These examples assume that your Contract was purchased on or after February 17, 2009.

Assume that you are age 65 when your Contract is issued with an initial Purchase Payment of $100,000. Assume you elected to participate in IOD II Escalator with single-life coverage and investment performance of the Designated Funds is constant over the years. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Income Benefit Base is equal to your initial Purchase Payment on your Issue Date. Your Lifetime Income Percentage is 5%. Your Annual Income Amount is $5,000 (5% of your Income Benefit Base). Therefore, $5,000 will be added each year to your Stored Income Balance. All values shown are as of the beginning of the Account Year.

Year	Account Value	Income Benefit Base	Annual Income Amount	Withdrawal	Stored Income Balance
1	$100,000	$100,000	$5,000	$0	$5,000
2	$100,000	$100,000	$5,000	$0	$10,000
3	$100,000	$100,000	$5,000	$0	$15,000
4	$100,000	$100,000	$5,000	$0	$20,000

During your fifth Account Year, you use the full amount of your Stored Income Balance ($25,000) to increase your Income Benefit Base. On your next Account Anniversary, your Income Benefit Base will be increased to $125,000 and your Annual Income Amount will be $6,250 (your Lifetime Income Percentage multiplied by your Income Benefit Base). Therefore $6,250 will be added each year to your Stored Income Balance unless your Annual Income Amount changes.

Year	Account Value	Income Benefit Base	Annual Income Amount	Withdrawal	Stored Income Balance
5	$100,000	$100,000	$5,000	$0	$25,000
6	$100,000	$125,000	$6,250	$0	$6,250
7	$100,000	$125,000	$6,250	$0	$12,500
8	$100,000	$125,000	$6,250	$0	$18,750

Each year thereafter, the Annual Income Amount will be added to the Stored Income Balance in the same manner.

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Assume instead that, during your fifth Account Year, you take a withdrawal of $25,000, thereby reducing your Stored Income Balance to $0. On your next Account Anniversary, your Income Benefit Base will remain at $100,000 and your Annual Income Amount remains at $5,000 (your Lifetime Income Percentage multiplied by your Income Benefit Base). Therefore $5,000 will be added each year to your Stored Income Balance unless your Annual Income Amount changes.

Year	Account Value	Income Benefit Base	Annual Income Amount	Withdrawal	Stored Income Balance
5	$100,000	$100,000	$5,000	$25,000	$0
6	$75,000	$100,000	$5,000	$0	$5,000
7	$75,000	$100,000	$5,000	$0	$10,000
8	$75,000	$100,000	$5,000	$0	$15,000

Each year thereafter, the Annual Income Amount will be added to the Stored Income Balance in the same manner.

Early Withdrawals and Excess Withdrawals may significantly decrease, and even terminate, your benefits under IOD II Escalator, including reducing your Account Value to zero and thereby terminating your Contract without value, as described further below under “Withdrawals Under IOD II Escalator.” Even if your Stored Income Period has begun, withdrawals prior to your First Withdrawal Date are considered Early Withdrawals. Investing in any Fund, other than a Designated Fund, will cancel IOD II Escalator as described under “Cancellation of IOD II Escalator” in this Appendix.

Withdrawals Under IOD II Escalator

Withdrawals After Your First Withdrawal Date

Starting on your First Withdrawal Date and continuing to your Annuity Commencement Date you may take annual withdrawals up to your Stored Income Balance without reducing your Annual Income Amount. These withdrawals will reduce your Stored Income Balance by the full amount of the withdrawal, but will not change your Income Benefit Base. This is shown in the previous example.

Withdrawals taken after your First Withdrawal Date and during the withdrawal charge period permitted under your Contract are subject to withdrawal charges only to the extent they are in excess of the greatest of:

• the free withdrawal amount permitted under your Contract;

• your Stored Income Balance; or

• your Yearly Required Minimum Distribution Amount (subject to conditions discussed under “Certain Tax Provisions” in this Appendix).

Excess Withdrawals

If you take an Excess Withdrawal, your Income Benefit Base will be reduced according to the following formula:

Your new Income Benefit Base	=	IBB x	(	AV - WD	)
				AV - SB

Where:
	IBB	=	Your Income Benefit Base immediately prior to the Excess Withdrawal.
	WD	=	The amount of the Excess Withdrawal.
	SB	=	Your Stored Income Balance (or your Required Minimum Distribution Amount, if greater) immediately prior to the Excess Withdrawal.
	AV	=	Your Account Value immediately prior to the Excess Withdrawal.

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Your Annual Income Amount will be recalculated based on the reduced Income Benefit Base. Here is an example of an Excess Withdrawal:

Using the same facts as the previous example, assume that in your fifth Account Year you take a withdrawal of $50,000, exceeding your Stored Income Balance. Assume that due to poor investment performance during the fifth Account Year your Account Value was $90,000 immediately prior to the withdrawal. Your Income Benefit Base will be reduced to $61,538 as shown below.

Year	Account Value	Income Benefit Base	Annual Income Amount	Withdrawal	Stored Income Balance
5	$100,000	$100,000	$5,000	$50,000	$0
6	$50,000	$61,538	$3,077	$0	$3,077
7	$50,000	$61,538	$3,077	$0	$6,154
8	$50,000	$61,538	$3,077	$0	$9,231

Each year thereafter, the Annual Income Amount will be added to the Stored Income Balance in the same manner.

Your new Income Benefit Base	=	$	100,000 x	(	$90,000 -  $50,000	)	=	$	61,538
					$90,000 - $25,000

Excess Withdrawals taken in a down market could severely reduce, and even terminate, your benefits under IOD II Escalator, including reducing your Account Value to zero and thereby terminating your Contract without value.

Early Withdrawals

All withdrawals taken before your First Withdrawal Date, including any “free withdrawal amounts” permitted under your Contract, will be considered Early Withdrawals and the Income Benefit Base and the Stored Income Balance will be reduced using the following formulas:

Your new Income Benefit Base	=	IBB x	(	AV - WD	)
				AV
Your new Stored Income Balance	=	SB x	(	AV - WD	)
				AV

Where:
	IBB	=	Your Income Benefit Base immediately prior to the Early Withdrawal.
	SB	=	Your Stored Income Balance immediately prior to the Early Withdrawal.
	WD	=	The amount of the Early Withdrawal.
	AV	=	Your Account Value immediately prior to the Early Withdrawal.

Your future Annual Income Amount will be recalculated based on the reduced Income Benefit Base.

In addition, Early Withdrawals will also be subject to withdrawal charges, to the extent that such withdrawals are in excess of the “free withdrawal amount” permitted under your Contract. Early Withdrawals could severely reduce, and even terminate, your benefits under IOD II Escalator, including reducing your Account Value to zero and thereby terminating your Contract without value.

In addition to reducing your benefits under IOD II Escalator, any withdrawal before your First Withdrawal Date could have state and federal income tax liability. You should consult a qualified tax professional for more information.

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Depleting Your Account Value

If your Account Value is reduced to zero immediately following an Early Withdrawal or an Excess Withdrawal (as described above), then your Stored Income Balance and your Income Benefit Base will both be reduced to zero and your Contract will terminate without value. Therefore, your Contract, as well as any benefits available with IOD II Escalator, will end.

If your Account Value is reduced to zero through any combination of poor investment performance of the Designated Funds, Contract charges, and withdrawals other than Excess Withdrawals or Early Withdrawals, your Income Benefit Base will not be reduced. Your Contract will end. You will be entitled to receive annual payments equal to your Lifetime Income Percentage multiplied by your Income Benefit Base. Prior to determining your annual payments, you may increase your Income Benefit Base by any remaining Stored Income Balance as described below. These payments will continue for as long as you live. If you elected joint-life coverage, the payments will continue as long as either you or your spouse are alive as described in this Appendix under “Death of Participant Under IOD II Escalator with Joint-Life Coverage.” If you have any remaining Stored Income Balance on the day your Account Value is reduced to zero, you will be notified that, before you begin to receive your “annual lifetime payments,” you must deplete your Stored Income Balance by:

(a) withdrawing your remaining Stored Income Balance;

(b) applying the remaining amount of your Stored Income Balance to increase your Income Benefit Base (and thus the amount of your “annual lifetime payments”); or

(c) using a combination of (a) and (b).

Because the Contract has ended, the amount of these annual lifetime payments will not change and they will not be subject to any withdrawal charges. You should be aware, however, that they could be subject to state and federal income tax liability. You should consult a qualified tax professional for more information.

Cost of IOD II Escalator

If you elect IOD II Escalator, we will deduct a quarterly fee from your Account Value (“IOD II Escalator Fee”). The IOD II Escalator Fee will be taken as a specific deduction from your Account Value on the last valuation day of each Account Quarter and will equal 0.2375 % of your Fee Base on that day, if you elected single-life coverage (0.2875% for joint-life coverage). On an annual basis, the IOD II Escalator Fee is equal to 0.95% of your Fee Base if you elected single-life coverage (1.15% for joint-life coverage).

If you purchased your Contract prior to February 17, 2009, your cost for IOD II Escalator was initially, on an annual basis, 0.80% of the highest Fee Base for single-life coverage (1.00% for joint-life coverage). Your cost for IOD II Escalator will not increase unless:

• you decide to step-up your Income Benefit Base, as described in this Appendix under “Step-Up Under IOD II Escalator,” and

• you consent in writing, at the time of step-up, to accept an increase in your IOD II Escalator Fee to 0.95% for single-life coverage (1.15% for joint-life coverage).

If you do not consent to the higher fee, the step-up will not be implemented and all subsequent step-ups will be suspended unless and until we receive your written consent to the higher fee.

During the first Account Year, your Fee Base is equal to your Income Benefit Base. On each Account Anniversary, the Fee Base is recalculated. Your new Fee Base will be reset to equal your Income Benefit Base plus your Stored Income Balance (if any) less your Annual Income Amount (if any) for that year if this recalculated amount is higher than your current Fee Base. In the event that the recalculated amount is not greater than your current Fee Base, we will continue to calculate your IOD II Escalator Fee based upon your current Fee Base until, at least, your next Account Anniversary. Note that, although your IOD II Escalator Fee may increase, it will never decrease.

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For the most part, we calculate your Fee Base only on your Account Anniversary. However, we will recalculate your Fee Base between Account Anniversaries, if you take an Early Withdrawal or Excess Withdrawal or make additional Purchase Payments during your first Account Year.

If you take an Excess Withdrawal during your Stored Income Period, your Fee Base will be decreased by the following formula:

Your new Fee Base	=	Fee Base x	(	AV -WD	)
				AV - SB

If you take an Early Withdrawal, your Fee Base will be decreased by the following formula:

Your new Fee Base	=	Fee Base x	(	AV - WD	)
				AV

Where:
	Fee Base	=	Your Fee Base immediately prior to the Early/Excess Withdrawal.
	WD	=	The amount of the Early/Excess Withdrawal.
	SB	=	Your Stored Income Balance (if any) immediately prior to the Excess Withdrawal.
	AV	=	Your Account Value immediately prior to the Early/Excess Withdrawal.

Any additional Purchase Payment you make during your first Account Year will increase your Income Benefit Base as described under “Determining Your Income Benefit Base” in this Appendix. Therefore, your Fee Base will increase by any additional Purchase Payments made.

Here is an example of how we calculate your Fee Base. The following examples assume that you purchased your Contract on or after February 17, 2009.

Assume that you are age 65 when your Contract is issued with an initial Purchase Payment of $100,000. Assume you elected to participate in IOD II Escalator with single-life coverage and investment performance of the Designated Funds is constant over the years. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Income Benefit Base is equal to your initial Purchase Payment on your Issue Date. Your Lifetime Income Percentage is 5%. Your Annual Income Amount is $5,000 (5% of your Income Benefit Base). All values are as of the beginning of the Account Year unless otherwise stated.

During the Stored Income Period, the Fee Base is reset at the beginning of the Contract Year to equal your Income Benefit Base plus your Stored Income Balance less your Annual Income Amount, if that amount is greater than the previous Fee Base. For example, in Contract Year 4, the Fee Base is set equal to the Income Benefit Base ($100,000) plus the Stored Income Balance ($20,000) less your Annual Income Amount ($5,000) if that amount ($115,000) is greater than the previous Fee Base ($110,000).

Year	Income Benefit Base	Annual Income Amount	Stored Income Balance			Fee Base
			Beginning of year	Withdrawal Amount	End of year
1	$100,000	$5,000	$5,000	$0	$5,000	$100,000
2	$100,000	$5,000	$10,000	$0	$10,000	$105,000
3	$100,000	$5,000	$15,000	$0	$15,000	$110,000
4	$100,000	$5,000	$20,000	$0	$20,000	$115,000

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Assume, instead, that in your fourth Account Year you take a $20,000 withdrawal. At the beginning of your fifth Account Year, your Income Benefit Base ($100,000) plus your Stored Income Balance ($5,000) less your Annual Income Amount ($5,000) is less than the current Fee Base ($115,000), so there is no change to the Fee Base, as shown below.

Year	Income Benefit Base	Annual Income Amount	Stored Income Balance			Fee Base
			Beginning of year	Withdrawal Amount	End of year
4	$100,000	$5,000	$20,000	$20,000	$0	$115,000
5	$100,000	$5,000	$5,000	$0	$5,000	$115,000
6	$100,000	$5,000	$10,000	$0	$10,000	$115,000
7	$100,000	$5,000	$15,000	$0	$15,000	$115,000
8	$100,000	$5,000	$20,000	$0	$20,000	$115,000
9	$100,000	$5,000	$25,000	$0	$25,000	$120,000

On each Account Anniversary thereafter, your Fee Base is recalculated and reset if necessary.

Your IOD II Escalator Fee will not change during an Account Year, unless you take one of two specific actions:

• If you make an additional Purchase Payment during your first Account Year, you will increase your Fee Base and thus your IOD II Escalator Fee.

• If you make an Early Withdrawal or an Excess Withdrawal, you will decrease your Fee Base and thus your IOD II Escalator Fee.

In addition, on your Account Anniversary, the IOD II Escalator Fee may also change, if we increase the percentage used to calculate the IOD II Escalator Fee as described below under “Step-Up Under IOD II Escalator.”

The investment performance of the Designated Funds will not affect your IOD II Escalator Fee during an Account Year. However, as stated below under “Step-Up Under IOD II Escalator,” favorable investment performance may cause the Income Benefit Base to increase on an Account Anniversary, and thus increase your IOD II Escalator Fee.

We will continue to deduct the IOD II Escalator Fee until you annuitize your Contract, your Account Value reduces to zero, or your benefits under IOD II Escalator are cancelled as described under “Cancellation of IOD II Escalator” in this Appendix.

Step-Up Under IOD II Escalator

Regardless of your age on the Issue Date, on each Account Anniversary prior to your Annuity Commencement Date, we will automatically step-up your Income Benefit Base, provided that you satisfy certain requirements. First, you must meet eligibility requirements:

• Your Account Value less your Stored Income Balance must equal no more than $5,000,000. (For purposes of determining the $5,000,000 limit, we reserve the right, in our sole discretion, to aggregate your Account Value with the account values of all other variable annuity contracts you own issued by Delaware Life or its affiliates.)

• Your highest quarter-end Account Value (adjusted for subsequent purchase payments and withdrawals) during the most recent Account Year (“Highest Quarterly Value”) minus your Stored Income Balance must be greater than your current Income Benefit Base. (If you have not yet reached your Stored Income Period and therefore do not yet have a Stored Income Balance, your highest quarter-end Account Value must only be greater than your current Income Benefit Base.)

Second, if you satisfy the eligibility requirements, we then consider whether market conditions have caused us to increase the percentage rate used to calculate the IOD II Escalator Fee.

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• If we have not had to increase the percentage rate as described above, the percentage rate we use to calculate your IOD II Escalator Fee will remain unchanged and we will automatically step-up your Income Benefit Base.

• If we have had to increase the percentage rate as described above, we offer you the opportunity to step-up at the higher percentage rate. In this case, your written consent is required to accept the higher percentage rate used to calculate your IOD II Escalator Fee and step-up your Income Benefit Base. If you do not consent to the step-up and higher percentage, the step-up will not be implemented and all subsequent step-ups of your Income Benefit Base will also be suspended. You may thereafter submit an election form to us, however, in order to consent to the then-applicable percentage rate and thus reactivate subsequent automatic step-ups.

At the time of step-up, we will increase your Income Benefit Base to an amount equal to the highest adjusted quarterly Account Value less your Stored Income Balance, if any, provided that such amount exceeds your current Income Benefit Base.

Your Lifetime Income Percentage will increase if your age at the time of step-up coincides with a higher percentage as shown below. After the step-up, your Annual Income Amount will be your Lifetime Income Percentage multiplied by your new Income Benefit Base. If you purchased your Contract on or after February 17, 2009, your Lifetime Income Percentage is determined, based upon your age at time of step-up, as follows:

Your Age at Step-up*	Lifetime Income Percentage
50 - 64	4%
65 - 74	5%
75 - 79	6%
80 or older	7%

* If you elected joint-life coverage, the age ranges are based upon the age of the younger spouse as described under “Joint-Life Coverage” in this Appendix.

If you purchased your Contract prior to February 17, 2009, your Lifetime Income Percentage is determined, based upon your age at time of step-up, as follows:

Your Age at Step-up*	Lifetime Income Percentage
50 - 69	5%
70 - 79	6%
80 or older	7%

* If you elected joint-life coverage, the age ranges are based upon the age of the younger spouse as described under “Joint-Life Coverage” in this Appendix.

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Here are examples of how step-up works under a few different circumstances. All four examples assume that the Contract was purchased on or after February 17, 2009.

Assume that you are 65 years old when you purchase a Contract with an initial Purchase Payment of $100,000, and that you elect to participate in IOD II Escalator with single-life coverage. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Income Benefit Base is equal to your initial Purchase Payment. Your Annual Income Amount is $5,000 (5% of your Income Benefit Base). Your initial Stored Income Balance is $5,000.

In each of the four examples, Account Values shown are as of the last day of each Account Quarter. Adjustments are made on the day a Purchase Payment or withdrawal is made.

The Account Values on each of your four Account Quarters are $113,000, $108,000, $90,000, and $103,000, respectively. No additional Purchase Payments are made and no withdrawals are taken, so no adjustments to these values are necessary. Your Stored Income Balance at the end of the fourth Account Quarter is $5,000. The highest adjusted quarterly value is $113,000. Your new Income Benefit Base is set to equal $108,000 ($113,000 - $5,000) since that amount exceeds your previous Income Benefit Base.

Time	Account Value	Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)		Income Benefit Base
Issue	$100,000	n/a		n/a		$100,000
End of First Quarter	$113,000	n/a		$113,000		$100,000
End of Second Quarter	$108,000	n/a		$108,000		$100,000
End of Third Quarter	$90,000	n/a		$90,000		$100,000
End of Fourth Quarter (before step-up)	$103,000	n/a		$103,000		$100,000
Highest Quarterly Value (after adjustments)			$	113,000
Stored Income Balance at end of fourth quarter		$5,000
Step-up comparison	Is ($113,000 - $5,000) greater than $100,000? Yes, so step-up.
On the Account Anniversary (after step-up)
New Income Benefit Base =	$108,000	Highest Quarterly Value (after adjustments) less the Stored Income Balance.
New Annual Income Amount =	$5,400	$108,000 x 5%
New Stored Income Balance =	$10,400	Stored Income Balance at the end of the fourth Account Quarter plus the new Annual Income Amount.

Please note: The end of the fourth Account Quarter and the Account Anniversary are the same day. We only make the distinction to separate values before and after step-up.

If you make an additional Purchase Payment during your first Account Year, your Account Value and your Income Benefit Base are each immediately increased by the amount of the additional Purchase Payment. Your Stored Income Balance is increased by 5% of the additional Purchase Payment.

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Here is an example of how an additional Purchase Payment of $50,000 made in the second Account Quarter would affect your step-up:

Time	Account Value	Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)		Income Benefit Base
Issue	$100,000	n/a		n/a		$100,000
End of First Quarter	$113,000	$50,000		$163,000		$100,000
$50,000 Purchase Payment	$163,000	n/a		n/a		$150,000
End of Second Quarter	$158,000	n/a		$158,000		$150,000
End of Third Quarter	$140,000	n/a		$140,000		$150,000
End of Fourth Quarter (before step-up)	$153,000	n/a		$153,000		$150,000
Highest Quarterly Value (after adjustments)				$163,000
Stored Income Balance at end of fourth quarter		$7,500 (initial $5,000 plus 5% x $50,000)
Step-up comparison	Is ($163,000 - $7,500) greater than $150,000? Yes, so step-up.
On the Account Anniversary (after step-up)
New Income Benefit Base =	$155,500	Highest Quarterly Value (after adjustments) less the Stored Income Balance.
New Annual Income Amount =	$7,775	$155,500 x 5%
New Stored Income Balance =	$15,275	Stored Income Balance at the end of the fourth Account Quarter plus the new Annual Income Amount.

Please note: Since the additional Purchase Payment occurred after the first Account Quarter, the first Account Quarter value was adjusted.

Here is an example of how a $4,000 withdrawal taken in the second Account Quarter would affect your step-up:

Time	Account Value	Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)		Income Benefit Base
Issue	$100,000	n/a		n/a		$100,000
End of First Quarter	$113,000	- $4,000		$109,000		$100,000
$4,000 withdrawal	$109,000	n/a		n/a		$100,000
End of Second Quarter	$104,000	n/a		$104,000		$100,000
End of Third Quarter	$86,000	n/a		$86,000		$100,000
End of Fourth Quarter (before step-up)	$99,000	n/a		$99,000		$100,000
Highest Quarterly Value (after adjustments)				$109,000
Stored Income Balance at end of fourth quarter		$1,000 (initial $5,000 less $4,000 withdrawal)
Step-up comparison	Is ($109,000 - $1,000) greater than $100,000? Yes, so step-up.
On the Account Anniversary (after step-up)
New Income Benefit Base =	$108,000	Highest Quarterly Value (after adjustments) less the Stored Income Balance.
New Annual Income Amount =	$5,400	$108,000 x 5%
New Stored Income Balance =	$6,400	Stored Income Balance at the end of the fourth Account Quarter plus the new Annual Income Amount.

Please note: Since the withdrawal occurred after the first Account Quarter, the first Account Quarter value was adjusted.

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Assume instead you take a $40,000 withdrawal in the second Account Quarter at a point when the Account Value equaled $99,000 immediately before the withdrawal. Since this withdrawal exceeds your Stored Income Balance, it is considered an Excess Withdrawal. The Excess Withdrawal reduces your Income Benefit Base as described in this Appendix under “Excess Withdrawals.” All previous quarter-end Account Values are first reduced by the amount of the Stored Income Balance and then adjusted in the same proportion that the Income Benefit Base was adjusted after the Excess Withdrawal. (See the two-step calculation shown in the box below the following example.)

Time	Account Value	Adjustment for subsequent Purchase Payments and withdrawals	Account Value (after subsequent adjustments)		Income Benefit Base
Issue	$100,000	n/a		n/a		$100,000
End of First Quarter	$113,000	- $45,213		$67,787		$100,000
$40,000 withdrawal	$59,000	n/a		n/a		$62,766
End of Second Quarter	$68,000	n/a		$68,000		$62,766
End of Third Quarter	$50,000	n/a		$50,000		$62,766
End of Fourth Quarter (before step-up)	$63,000	n/a		$63,000		$62,766
Highest Quarterly Value (after adjustments)				$68,000
Stored Income Balance at end of fourth quarter		$0
Step-up comparison	Is ($68,000 - $0) greater than $62,766? Yes, so step-up.
On the Account Anniversary (after step-up)
New Income Benefit Base =	$68,000	Highest Quarterly Value (after adjustments) less the Stored Income Balance.
New Annual Income Amount =	$3,400	$68,000 x 5%
New Stored Income Balance =	$3,400	Stored Income Balance at the end of the fourth Account Quarter plus the new Annual Income Amount.

(1)	Reduce the end of First Quarter Account Value by the Stored Income Balance	=	$113,000	-	$5,000		=  $	108,000
(2)	Adjust Account Value for the first Account Quarter	=	$108,000 x	(	$99,000 - $40,000	)	=  $	67,787
					$99,000 - $5,000
	The total adjustment	=	$113,000	-	$67,787		=  $	45,213

All of the above examples assume that you are age 65 at issue, so your Lifetime Income Percentage is set to 5%. Assume instead you are age 74 at issue and have attained age 75 on your first Account Anniversary. Follow the first example where no withdrawals were taken and no additional Purchase Payments were made. When your Income Benefit Base steps-up to $108,000, your new Lifetime Income Percentage is 6% since you are now age 75. Your Annual Income Amount is now $6,480, and your Stored Income Balance becomes $11,480.

Joint-Life Coverage

On the Issue Date, you have the option of electing IOD II Escalator with single-life coverage or, for a higher IOD II Escalator Fee, with joint-life coverage. Once you make the election, you cannot switch between joint-life and single-life coverage, regardless of any change in life events. Joint-life coverage is not available if you are unmarried on the Issue Date.

Joint-life coverage can be elected on an individually-owned Contract or on a co-owned Contract. On an individually-owned Contract, joint-life coverage is available only if your spouse is the sole primary Beneficiary on the Issue Date and remains the sole primary Beneficiary while IOD II Escalator is in effect. On a co-owned Contract, joint-life coverage is available only if you and your spouse are the only co-owners on the Issue Date and remain so while IOD II Escalator is in effect. Whereas single-life coverage provides an Annual Income Amount only until any Participant dies, joint-life coverage provides an Annual Income Amount for as long as either you or your spouse is alive. Note that, for

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joint-life coverage to continue after the death of any Participant, the surviving spouse must elect to continue the contract through the “Spousal Continuance” provision. See also “Death of Participant Under IOD II Escalator with Joint-Life Coverage” in this Appendix.

If you have elected joint-life coverage, the Stored Income Period will be your Issue Date if the younger spouse is at least age 50. Otherwise it will be the first Account Anniversary after the younger spouse attains (or would have attained) age 50 if the younger spouse is less than age 50 on the Issue Date. (For purposes of joint-life coverage, the younger spouse refers to the person who was the younger spouse on the Issue Date, even if that person has died or is no longer married to the person who was his or her spouse on the Issue Date.) The First Withdrawal Date will be your Issue Date if the younger spouse is at least age 59. Otherwise it will be the first Account Anniversary after the younger spouse attains (or would have attained) age 59. The Lifetime Income Percentage will be based on the age of the younger spouse, as shown in the tables below. If you purchased your Contract on or after February 17, 2009, your Lifetime Income Percentage is determined, as follows:

Age of Younger Spouse at Step-up	Lifetime Income Percentage
50 - 64	4%
65 - 74	5%
75 - 79	6%
80 or older	7%

If you purchased your Contract prior to February 17, 2009, your Lifetime Income Percentage is determined, as follows:

Age Younger Spouse at Step-up	Lifetime Income Percentage
50 - 69	5%
70 - 79	6%
80 or older	7%

The Lifetime Income Percentage may increase, in the future, if the age of the younger spouse at time of step-up coincides with a higher percentage as shown in the applicable table above.

The two spouses on the Issue Date are the only two people covered under the joint-life feature. If a Participant remarries, the new spouse is not covered under the joint-life feature. Therefore, if the spouse on the Issue Date is no longer your spouse, your benefits under IOD II Escalator continue for your life and, when you die, annual withdrawals are no longer available. Note that, when you elect joint-life coverage, you also elect the higher joint-life fee. The percentage rate of the fee will not be reduced regardless of any change in life events.

If one spouse is significantly younger than the other spouse, you should carefully consider whether joint-life coverage is an appropriate choice in light of the possibly long waiting period before the benefit begins to accumulate income and in light of the higher fee for joint-life coverage.

Joint-life coverage may not be available on all Contracts.

Cancellation of IOD II Escalator

Should you decide that IOD II Escalator is no longer appropriate for you, you may cancel IOD II Escalator at any time. Upon cancellation, all benefits and charges under IOD II Escalator shall cease. Once cancelled, IOD II Escalator cannot be reinstated.

Although transfers among the Designated Funds are permitted as described under “Transfer Privilege” in the prospectus to which this Appendix is attached, IOD II Escalator will be cancelled automatically:

• if any Purchase Payment is allocated to an investment option other than a Designated Fund; or

• if any portion of Account Value maintained in a Designated Fund is transferred into an investment option other than a Designated Fund.

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IOD II Escalator will also be cancelled for any of the following:

• upon a termination of the Contract;

• upon annuitization*; or

• your Income Benefit Base is reduced to zero as a result of Early or Excess Withdrawals.

* Note that the Maximum Annuity Commencement Date permitted under this Contract is the first day of the month following the Annuitant’s 95^th birthday. See “Selection of Annuity Commencement Date” under “THE INCOME PHASE - ANNUITY PROVISIONS” in the prospectus to which this Appendix is attached.

A change of ownership may also cancel your benefits under IOD II Escalator.

Death of Participant Under IOD II Escalator with Single-Life Coverage

If you elected single-life coverage, IOD II Escalator terminates on the death of any Participant and the Beneficiary may elect to exercise any of the available options under the Death Benefit provisions of the Contract. Alternately, the Beneficiary may elect to receive the Stored Income Balance.

Death of Participant Under IOD II Escalator with Joint-Life Coverage

If the surviving spouse on the Death Benefit Date was not the spouse of a Participant on the original Contract’s Issue Date, then this section does not apply, even if joint-life coverage was elected. In such case, if a Participant dies while participating in IOD II Escalator, the provisions of the section above titled “Death of Participant Under IOD II Escalator with Single-Life Coverage” will apply.

If you purchased joint-life coverage and one of the Participants dies, IOD II Escalator will continue, provided that the surviving spouse, as the sole primary beneficiary, continues the Contract. In such case:

• the new Account Value will be equal to the Death Benefit;

• the Stored Income Balance will remain unchanged;

• the Income Benefit Base will remain unchanged until the next Account Anniversary when a step-up could apply due to an increase in the Account Value (see “Step-Up Under IOD II Escalator” in this Appendix);

• if the Stored Income Period has not yet begun, the Lifetime Income Percentage will be determined when the Stored Income Period begins (i.e., on the first Account Anniversary following the date the younger spouse attains (or would have attained) age 50);

• if the Stored Income Period has already begun, the Lifetime Income Percentage will be the Lifetime Income Percentage that applied to the Contract prior to the death of the Participant;

• on each Account Anniversary, the Annual Income Amount will be equal to the Income Benefit Base multiplied by the Lifetime Income Percentage; and

• the percentage rate of the IOD II Escalator Fee for the joint-life coverage option will continue for the surviving spouse as it was immediately prior to the death of the Participant.

At the death of the surviving spouse, the Contract, including IOD II Escalator, terminates.

If you purchased joint-life coverage and the deceased Participant’s surviving spouse does not continue the Contract, your Beneficiary may elect any available option under the Death Benefit provisions of the Contract.

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Annuitization Under IOD II Escalator

Under the terms of IOD II Escalator, if your Account Value is greater than zero on your Maximum Annuity Commencement Date, you may elect to:

(1) surrender your Contract and receive your Cash Surrender Value (or your Stored Income Balance, if greater);

(2) annuitize your Account Value under one of the Annuity Options available on that date; or

(3) (a) receive any remaining Stored Income Balance in a single sum and (b) annuitize your remaining Account Value as a single-life annuity (or a joint-life annuity, if joint-life coverage was elected at issue and you are still eligible to receive it) with an annualized annuity payment of not less than the Lifetime Income Percentage multiplied by your then current Income Benefit Base.

If you make no election, we will default your choice to option 3.

If your Account Value has been reduced to zero (other than as a result of an Early Withdrawal or an Excess Withdrawal), and your Income Benefit Base is greater than zero on or before your Maximum Annuity Commencement Date, you will receive your full Annual Income Amount each year until you die. For a more complete discussion of this, see “Depleting Your Account Value” in this Appendix.

Certain Tax Provisions

Certain state and federal income tax provisions may be important to you in connection with a living benefit, such as IOD II Escalator. If you elected to participate in IOD II Escalator, you may withdraw annual amounts up to the Yearly RMD Amount without affecting your benefit, subject to the conditions stated below. In the event that your Yearly RMD Amount attributable to your Contract is greater than your Stored Income Balance, we are currently waiving the withdrawal provisions under IOD II Escalator, as follows. If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in IOD II Escalator, we reduce your Account Value and your Stored Income Balance, dollar for dollar, by the amount of the withdrawal to a value not less than zero. We will not, however, penalize you if the current Federal Tax Laws require you to withdraw from your Contract an amount greater than your Stored Income Balance. In other words, if a Yearly RMD Amount exceeds your Stored Income Balance, we will reduce your Stored Income Balance, but we will not reduce your Income Benefit Base, provided that:

• you withdraw your Qualified Contract’s first Yearly RMD Amount in the calendar year you attain age 72 rather than postponing the withdrawal of that Amount until the first quarter of the next calendar year, and

• you do not make any withdrawal from your Qualified Contract that would result in you receiving, in any Account Year, more than one calendar year’s Yearly RMD Amount.

Currently, any withdrawal in excess of the Annual Income Amount or Stored Income Balance that is taken to satisfy the Yearly RMD Amounts will not be treated as an Excess Withdrawal, and will not reduce the Income Benefit Base. However, if there is any material change to the current Code or IRS Rules governing the timing or determination of required minimum distribution amounts, then the Company reserves the right to treat any withdrawal greater than the Annual Income Amount or Stored Income Balance as an Excess Withdrawal which may significantly reduce the Income Benefit Base.

For a further discussion of some of these provisions, please refer to “Impact of Optional Death Benefits and Optional Living Benefits” under “TAX PROVISIONS” in the prospectus to which this Appendix is attached.

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APPENDIX O - RETIREMENT ASSET PROTECTOR^SM

The optional living benefit known as Retirement Asset Protector was available on Contracts purchased on or after March 5, 2007 and prior to August 17, 2009. If you elected to participate in Retirement Asset Protector, the following information applies to your Contract. Retirement Asset Protector is no longer available for sale on new Contracts, and therefore, renewals of the benefit are no longer available.

If you purchased your Contract prior to February 17, 2009, and elected to participate in Retirement Asset Protector, the fee charged for your living benefit is lower than the fee charged on Contracts purchased on or after that date. (See “Cost of Retirement Asset Protector.”) Your fee will not increase unless you elect to “step-up” as described under “Step-Up Under Retirement Asset Protector,” and you consent in writing to accept the higher fee.

To describe how Retirement Asset Protector works, we use the following definitions:

Retirement Asset Protector Benefit Base: An amount equal to the sum of all Purchase Payments made during the first year following your Issue Date, decreased by any partial withdrawals taken and increased by any step-ups as described under “Step-Up Under Retirement Asset Protector.”

GMAB Maturity Date: The date when Retirement Asset Protector matures. If you are younger than 85 on the Issue Date, your GMAB Maturity Date is the later of your 10th Account Anniversary or 10 years from the date of your most recent step-up. (See “Step-Up Under Retirement Asset Protector.”) If you are 85 on the Issue Date, your GMAB Maturity Date is your Maximum Annuity Commencement Date.

You and Your: Under Retirement Asset Protector, the terms “you” and “your” refer to the oldest Participant or the surviving spouse of the oldest Participant as described under “Death of Participant Under Retirement Asset Protector.” In the case of a non-natural Participant, these terms refer to the oldest Annuitant.

Retirement Asset Protector guarantees a return of the greater of:

• the excess of your Retirement Asset Protector Benefit Base over your Account Value or

• your total fees paid for Retirement Asset Protector (“Retirement Asset Protector Fees”),

regardless of the investment performance of the Designated Funds, provided that you have reached the GMAB Maturity Date.

If you are participating in Retirement Asset Protector, you may make Purchase Payments only during your first Account Year. After the first Account Anniversary, any Purchase Payments you submit will be returned to you.

To participate in Retirement Asset Protector, all of your Account Value must be invested in a Designated Fund at all times during the term of the GMAB Maturity Date. The only Funds, dollar-cost averaging program options, and asset allocation models that currently qualify as Designated Funds are listed in the section entitled “DESIGNATED FUNDS” in the prospectus to which this Appendix is attached.

Cost of Retirement Asset Protector

If you elected Retirement Asset Protector, we will deduct a quarterly fee from your Account Value (“Retirement Asset Protector Fee” or “rider fee”). The Retirement Asset Protector Fee will be taken as a specific deduction from your

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Account Value on the last valuation day of each Account Quarter. The Fee will be a percentage of your Retirement Asset Protector Benefit Base. This percentage rate will equal 0.1875% of your Retirement Asset Protector Benefit Base on the last day of the Account Quarter. The maximum Retirement Asset Protector Fee you can pay in any one Account Year is equal to 0.75% of the highest Retirement Asset Protector Benefit Base at any point in that Account Year.

If you purchased your Contract prior to February 17, 2009, your cost for Retirement Asset Protector was initially, on an annual basis, 0.35% of your Retirement Asset Protector Benefit Base. The cost of your benefit will not increase unless, at time of step-up, you consent in writing to accept this higher fee of 0.75%. If you do not consent to the higher fee, the step-up will not be implemented and all subsequent step-ups will be suspended unless and until we receive your written consent to the higher fee.

Your Retirement Asset Protector Fee will not change, unless you take one of these specific actions:

• If you made an additional Purchase Payment during your first Account Year, you will increase your Retirement Asset Protector Benefit Base and thus your Retirement Asset Protector Fee.

• If you make a partial withdrawal, you will decrease your Retirement Asset Protector Benefit Base and thus your Retirement Asset Protector Fee.

• If you elect to “step-up” your Retirement Asset Protector Benefit Base, your Retirement Asset Protector Fee will increase.

The investment performance of the Designated Funds will not affect your Retirement Asset Protector Fee unless you elect a step-up of your Retirement Asset Protector Benefit Base.

We will continue to deduct the Retirement Asset Protector Fee until:

• you annuitize your Contract;

• Retirement Asset Protector matures on the GMAB Maturity Date;

• your Retirement Asset Protector benefit is cancelled as described in this Appendix under “Cancellation of Retirement Asset Protector;” or

• your Account Value is reduced to zero.

How Retirement Asset Protector Works

On the GMAB Maturity Date, we will credit your Account Value with an amount equal to the greater of:

(a) any excess of your Retirement Asset Protector Benefit Base over your Account Value after adjusting for any Contract charges; and

(b) the total amount of Retirement Asset Protector Fees paid between the Issue Date and the GMAB Maturity Date.

We determine the value of (b) in two steps.

(1) As described above under “Cost of Retirement Asset Protector,” each quarter between the Issue Date and the GMAB Maturity Date we calculate the Retirement Asset Protector Fee by multiplying your Retirement Asset Protector Benefit Base on the last valuation day of that quarter by the applicable percentage rate.

(2) We then sum each quarterly amount calculated in (1) to determine the total amount of Retirement Asset Protector Fees paid.

In the situation where you purchased your Contract on or after February 17, 2009, and do not make additional Purchase Payments or partial withdrawals and you do not “step-up,” you can expect the total fees paid to equal 7.50% of your initial Purchase Payment. In other words, because Retirement Asset Protector matures in 10 years, we multiply 0.1875% times 40 quarters (four quarters per year for 10 years) to obtain the percentage (7.50%) needed to determine the total amount of the fees to be paid. If you make additional Purchase Payments, you “step-up,” or the percentage rate

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used to calculate the Retirement Asset Protector Fee is changed at the time of “step-up,” the total amount of fees will be higher.

The greater of the two amounts will be allocated to the Designated Fund in which you are invested at that time. Here is an example of how we calculate benefits under Retirement Asset Protector:

• Assume that you purchased a Contract on March 7, 2007 with an initial Purchase Payment of $100,000 and you selected Retirement Asset Protector. Your Retirement Asset Protector Benefit Base equals your Purchase Payment amount of $100,000.

• Assume you make an additional Purchase Payment of $50,000 on April 7, 2007, thus increasing your Retirement Asset Protector Benefit Base to $150,000.

• Assume you make no withdrawals or additional Purchase Payments and you do not step-up prior to the GMAB Maturity Date on March 7, 2017.

• Assume that, because of poor investment performance, your Account Value on March 7, 2017 is $135,000. The excess of your Retirement Asset Protector Benefit Base over your Account Value is $15,000 ($150,000 - $135,000). The total amount of Retirement Asset Protector Fees paid is equal to the sum of the value of the Retirement Asset Protector Benefit Bases on the last day of each Account Quarter since the Inception Date ($150,000 x 40) times one quarter of the annual Retirement Asset Protector Fee (0.35% ÷ 4). In this case, the total amount of rider fees paid is $5,250. Therefore, we will credit $15,000 to your Account Value.

• Assume instead that, because of better investment performance, your Account Value on March 7, 2017, is $155,000. Because your Account Value is greater than your Retirement Asset Protector Benefit Base, your Account Value will be credited with the total amount of Retirement Asset Protector Fees paid. In this case, the amount will be $5,250.

Withdrawals Under Retirement Asset Protector

All withdrawals you take, including any free withdrawal amounts or Required Minimum Distribution Amounts, will reduce the dollar value of the Retirement Asset Protector Benefit Base proportionally to the amount withdrawn. For example, after a partial withdrawal, the new Retirement Asset Protector Benefit Base will equal:

Retirement Asset Protector Benefit Base immediately before partial withdrawal	X	Account Value immediately after partial  withdrawal
		Account Value immediately before partial withdrawal

You should be aware that, if you take a withdrawal when your Account Value is less than your Retirement Asset Protector Benefit Base, the withdrawal may reduce the value of your Benefit Base by an amount greater than the amount of the withdrawal. Thus, withdrawals taken in a down market could severely reduce, and even terminate, your benefits under Retirement Asset Protector, including reducing your Account Value to zero and thereby terminating your Contract without value.

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Here is an example of how we handle withdrawals under Retirement Asset Protector:

• Assume that you purchased a Contract on March 7, 2007 with an initial Purchase Payment of $100,000 and you selected Retirement Asset Protector. Your Retirement Asset Protector Benefit Base equals your Purchase Payment amount of $100,000.

• Assume that, on March 10, 2009, your Account Value is $80,000. Assume further that you take a withdrawal of $10,000 on that date, thus reducing your Account Value to $70,000. Your Retirement Asset Protector Benefit Base is reduced proportionally to the amount withdrawn. Therefore your new Retirement Asset Protector Benefit Base is $100,000 x ($70,000 ÷ $80,000), or $87,500.

• Assume you make no additional withdrawals and you do not step-up prior to the GMAB Maturity Date on March 7, 2017.

• Assume that, because of investment performance, your Account Value on March 7, 2017 is $80,000. The excess of your Retirement Asset Protector Benefit Base over your Account Value is $7,500 ($87,500 - $80,000). The total amount of Retirement Asset Protector Fees paid is equal to the sum of the value of your Retirement Asset Protector Benefit Bases on the last day of each Account Quarter since the Issue Date [($100,000 x 8) + ($87,500 x 32)] times one quarter of your annual Retirement Asset Protector Fee (0.35% ÷ 4). In this case, the total amount of rider fees paid is $3,150. Therefore, we will credit $7,500 to your Account Value.

Step-Up Under Retirement Asset Protector

On or after your first Account Anniversary, you may elect to increase your Retirement Asset Protector Benefit Base to your then current Account Value. The step-up election may be made on any day on or after your first Account Anniversary. (We reserve the right, in our sole discretion, to require step-up elections to occur only on Account Anniversaries.)

If you are participating in Retirement Asset Protector, on the day we receive your step-up election notice in Good Order (the “Step-Up Date”), we will increase your Retirement Asset Protector Benefit Base to an amount equal to your Account Value if eligible. If you elect to step-up, at least one full year from the Step-Up Date must pass before you can elect another step-up. You can only elect to step-up if:

• your current Account Value is greater than the current Retirement Asset Protector Benefit Base, and

• your Account Value is $5,000,000 or less on your Step-Up Date.

For purposes of determining the $5,000,000 limit, we reserve the right, in our sole discretion, to aggregate your Account Value with the account values of all other variable annuity contracts you own that have been issued by Delaware Life or its affiliates.

Under Retirement Asset Protector, your Step-Up Date must be at least 10 years prior to your Maximum Annuity Commencement Date. If you have selected an Annuity Commencement Date that is prior to the Maximum Annuity Commencement Date but is less than 10 years after your Step-Up Date, then we will automatically extend your Annuity Commencement Date to equal your GMAB Maturity Date.

Without a step-up, your benefit under Retirement Asset Protector will “mature” on your 10th Account Anniversary. If you elect to step-up your Retirement Asset Protector Benefit Base, your benefit under Retirement Asset Protector will mature 10 years from the most recent Step-Up Date. In either case, on the day your Retirement Asset Protector benefit matures (the “GMAB Maturity Date”), we will credit the greater of:

• any excess of your Retirement Asset Protector Benefit Base over your Account Value, or

• the total amount of fees you paid for Retirement Asset Protector.

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• Assume that you purchased a Contract on March 7, 2008 with an initial Purchase Payment of $100,000 and you selected Retirement Asset Protector. Your Retirement Asset Protector Benefit Base equals your Purchase Payment amount of $100,000.

• Assume that, on March 7, 2009, your Account Value is $118,000. Because your Account Value is greater than your Retirement Asset Protector Benefit Base, you elect to step-up to a new ten-year period with a new Retirement Asset Protector Benefit Base of $118,000. Your new GMAB Maturity Date will be March 7, 2019.

• Assume you make no withdrawals prior to the GMAB Maturity Date on March 7, 2019.

• Assume that your Account Value on March 7, 2019 is $108,000. The excess of your Retirement Asset Protector Benefit Base over your Account Value is $10,000 ($118,000 -$108,000). Your total Retirement Asset Protector Fee is equal to the sum of all fees applied prior to the step-up plus the sum of all fees applied after the step-up.

The sum of all fees applied prior to the step-up are equal to the sum of the value of the Benefit Bases prior to the step-up multiplied by the quarterly fee percentage applicable prior to the step-up [($100,000 x 4) x (0.35% ÷ 4)]. Similarly, the sum of all fees applied after the step-up are equal to the sum of the value of the Benefit Bases after the step-up multiplied by the quarterly fee percentage applicable after the step-up [($118,000 x 40) x (0.75% ÷ 4)].

In this case, the total amount of rider fees paid is $9,200. Therefore, we will credit $10,000 to your Account Value.

We reserve the right to discontinue offering the step-up provision of Retirement Asset Protector if we determine that, based upon market conditions at the time of the step-up, we can no longer offer Retirement Asset Protector to new Contracts at the current percentage rate used to calculate the Retirement Asset Protector Fee as set forth in this Appendix under “Cost of Retirement Asset Protector.” In that case, we will send notification that the step-up provision under your Contract has been discontinued unless you elect to begin a new step-up provision at the higher percentage rate. Your written consent is required to accept the higher percentage rate and continue to step-up.

Cancellation of Retirement Asset Protector

You may cancel Retirement Asset Protector at any time. Upon cancellation, all benefits and charges under the benefit shall cease. Once cancelled, Retirement Asset Protector cannot be reinstated.

Although transfers among the Designated Funds are permitted as described under “Transfer Privilege” in the prospectus to which this Appendix is attached, Retirement Asset Protector will be cancelled automatically:

• if any Purchase Payment is allocated to an investment option other than a Designated Fund; or

• if any portion of Account Value maintained in a Designated Fund is transferred into any investment option other than a Designated Fund.

A change of ownership of the Contract may also cancel the Benefit.

Death of Participant Under Retirement Asset Protector

If the Participant dies while participating in Retirement Asset Protector, all benefits and charges under the benefit will automatically terminate when we receive Due Proof of Death, unless the surviving spouse is the sole Beneficiary and elects to continue the Contract. The surviving spouse can automatically continue Retirement Asset Protector even though the Account Value may have been enhanced under the provisions of the death benefit. (See “Spousal Continuance” under “DEATH BENEFIT” in the prospectus to which this Appendix is attached.) The GMAB Maturity Date does not change.

Certain Tax Provisions

Certain state and federal income tax provisions may be important to you in connection with a living benefit, such as Retirement Asset Protector. If you withdraw all or a portion of your retirement plan’s Yearly RMD Amount from the your Qualified Contract while participating in Retirement Asset Protector, we reduce your Account Value by the amount of the withdrawal and your Retirement Asset Protector Benefit Base proportionally (see “Withdrawals Under Retirement Asset Protector” in this Appendix).

For a further discussion of some of these provisions, please refer to “Impact of Optional Death Benefits and Optional Living Benefits” under “TAX PROVISIONS” in the prospectus to which this Appendix is attached.

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APPENDIX P - INCOME ON DEMAND^® III ESCALATOR

The optional living benefit known as Income ON Demand III Escalator (“IOD III Escalator”) was available on Contracts purchased on or after August 17, 2009 and prior to February 8, 2010. If you elected to participate in IOD III Escalator, the following information applies to your Contract. IOD III Escalator is no longer available for sale on new Contracts. To describe how IOD III Escalator works, we use the following definitions:

Annual Income Amount: The amount added to your Stored Income Balance on each Account Anniversary during your Stored Income Period. It is equal to your Income Benefit Base multiplied by your Lifetime Income Percentage.

Early Withdrawal: Any withdrawal taken prior to your First Withdrawal Date.

Excess Withdrawal: Any withdrawal taken after your First Withdrawal Date that exceeds your Stored Income Balance (or your Yearly Required Minimum Distribution Amount, if greater).

Fee Base: The amount used to calculate your “IOD III Escalator Fee” (see “Cost of IOD III Escalator” in this Appendix).

First Withdrawal Date: Your Issue Date if you are at least age 59 at issue, otherwise the first Account Anniversary after you attain age 59.

Income Benefit Base: The amount used to calculate your Annual Income Amount for IOD III Escalator.

Lifetime Income Percentage: The percentage used to calculate your Annual Income Amount.

Stored Income Balance: The amount you may withdraw at any time after your First Withdrawal Date without reducing your benefits under IOD III Escalator.

Stored Income Period: A period beginning on your Issue Date if you are at least age 50 at issue, otherwise the first Account Anniversary following your 50^th birthday, ending on your Annuity Commencement Date.

You and Your: The terms “you” and “your” refer to the oldest living Participant or the surviving spouse of the oldest Participant, as described in this Appendix under “Death of Participant Under IOD III Escalator with Joint-Life Coverage.” In the case of a non-natural Participant, these terms refer to the oldest living Annuitant.

Upon annuitization, IOD III Escalator and the MAV optional death benefit, if elected, automatically terminate.

IOD III Escalator allows you to withdraw a guaranteed amount each year, beginning after your First Withdrawal Date, until the death of any Participant if single-life coverage is elected (or until the death of both the Participant and the Participant’s spouse if joint-life coverage is elected), regardless of the investment performance of the Designated Funds, provided that you comply with certain requirements. The guaranteed annual amount you can withdraw, in any one year, can be 4%, 5%, or 6% of your Income Benefit Base depending upon your age. Under IOD III Escalator, if you forgo withdrawing all or any part of your Annual Income Amount in any one year, that amount will be stored or banked in the Stored Income Balance for use in later years. In any future year, you may take more than your Annual Income Amount by drawing from that amount which you have stored or banked. Thus, in future years, you can take your full Annual Income Amount plus all or a portion of that amount which you have stored or banked.

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If you are participating in IOD III Escalator, you may make Purchase Payments only during your first Account Year. After the first Account Anniversary, any Purchase Payments you submit will be returned to you.

If you are participating in IOD III Escalator, all of your Account Value must be invested only in Designated Funds at all times during the term of IOD III Escalator. (The term of IOD III Escalator is for life, unless your Income Benefit Base is reduced to zero or your benefits under IOD III Escalator are terminated or cancelled as described in this Appendix under “Cancellation of IOD III Escalator,” “Depleting Your Account Value,” and “Annuitization Under IOD III Escalator.”) The only Funds, dollar-cost averaging program options, and asset allocation models that currently qualify as Designated Funds are listed in the section entitled “DESIGNATED FUNDS” in the prospectus to which this Appendix is attached.

You had the option of choosing between single-life coverage and joint-life coverage. These options are described in greater detail under “Joint-Life Coverage” and the sections entitled “Death of Participant Under IOD III Escalator with Single-Life Coverage” and “Death of Participant Under IOD III Escalator with Joint-Life Coverage” in this Appendix.

Determining Your Income Benefit Base

On the Issue Date, we set your Income Benefit Base equal to your initial Purchase Payment. Thereafter, your Income Benefit Base is:

• increased on each Account Anniversary by any step-ups as described under “Step-Up Under IOD III Escalator” in this Appendix;

• increased to the extent that you exercise your one-time option to use any amount of your Stored Income Balance to increase your Income Benefit Base, as described under “How IOD III Escalator Works” in this Appendix;

• increased by any subsequent Purchase Payments you make during the first year following the Issue Date;

• decreased following any Early Withdrawals you take, as described under “Early Withdrawals” in this Appendix; and

• decreased following any Excess Withdrawals you take, as described under “Excess Withdrawals” in this Appendix.

Determining Your Annual Income Amount

Your Annual Income Amount is first determined at the beginning of your Stored Income Period and then on each subsequent Account Anniversary. Your Annual Income Amount is equal to your Income Benefit Base multiplied by your Lifetime Income Percentage. The Lifetime Income Percentage depends upon your age at the beginning of your Stored Income Period as shown in the table below.

Your Age at the Beginning of Your Stored  Income Period*	Lifetime Income Percentage
50 - 64	4%
65 - 79	5%
80 or older	6%

* If you elected joint-life coverage, the age ranges are based upon the age of the younger spouse as described in this Appendix under “Joint-Life Coverage.”

Your Lifetime Income Percentage will only increase if your age at the time of step-up coincides with a higher percentage as shown in the table above. (See “Step-Up Under IOD III Escalator” in this Appendix) An increase in the Lifetime Income Percentage will increase your Annual Income Amount.

Your Annual Income Amount will also change with any change to your Income Benefit Base as described under “Determining Your Income Benefit Base” in this Appendix.

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Determining Your Stored Income Balance

At the beginning of the Stored Income Period, your Stored Income Balance will equal your Annual Income Amount (your Lifetime Income Percentage multiplied by your Income Benefit Base on that Date). Thereafter, your Stored Income Balance is:

• increased by your Lifetime Income Percentage multiplied by any subsequent Purchase Payments you make during the first year following the Issue Date;

• increased on each Account Anniversary by your Annual Income Amount determined on that Anniversary;

• decreased by the amount of any withdrawals you take, on or after your First Withdrawal Date, up to the amount of your Stored Income Balance;

• decreased to $0 if you take an Excess Withdrawal;

• decreased in proportion to the change in your Account Value if you take an Early Withdrawal; and

• decreased by the amount you use in exercising your one-time option to increase your Income Benefit Base (described below under “How IOD III Escalator Works”).

How IOD III Escalator Works

Under the terms of IOD III Escalator, you can take withdrawals up to the amount of your Stored Income Balance beginning on your First Withdrawal Date, subject to the terms and conditions discussed below. You can use all or a portion of your Stored Income Balance to effect a one-time increase of your Income Benefit Base prior to your Annuity Commencement Date. IOD III Escalator also provides the opportunity to increase your Annual Income Amount if your Lifetime Income Percentage increases as you grow older. (Your Lifetime Income Percentage will only increase if you step-up after you reach certain specified ages.) If your Account Value is reduced to zero (other than as a result of an Early Withdrawal or an Excess Withdrawal), and your Income Benefit Base is greater than zero, you will receive your full Annual Income Amount every year until you die.

Withdrawals from your Stored Income Balance can be taken at any time beginning on your First Withdrawal Date and prior to your Annuity Commencement Date without affecting your Income Benefit Base. If, beginning on your First Withdrawal Date, you make a withdrawal that does not exceed your Stored Income Balance:

• your Stored Income Balance will be decreased by the amount withdrawn; and

• the withdrawal will not be subject to withdrawal charges.

You also have the option to use all or a portion of your Stored Income Balance to increase your Income Benefit Base. This option allows you to increase your future Annual Income Amount. While your Contract is in force, you may exercise this option only once and you must do so prior to your Annuity Commencement Date. If you choose to use any portion of your Stored Income Balance to increase your Income Benefit Base:

• your Stored Income Balance will be decreased by the amount used;

• the amount of your Stored Income Balance used will be added to your Income Benefit Base; and

• your new Annual Income Amount on your next Account Anniversary will equal your Lifetime Income Percentage multiplied by your new Income Benefit Base.

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Here is an example of how IOD III Escalator works.

Assume that you are age 65 when your Contract is issued with an initial Purchase Payment of $100,000. Assume you elected to participate in IOD III Escalator with single-life coverage and investment performance of the Designated Funds is constant over the years. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Income Benefit Base is equal to your initial Purchase Payment on your Issue Date. Your Lifetime Income Percentage is 5%. Your Annual Income Amount is $5,000 (5% of your Income Benefit Base). Therefore, $5,000 will be added each year to your Stored Income Balance. All values shown are as of the beginning of the Account Year.

Year	Account Value	Income Benefit Base	Annual Income Amount	Withdrawal	Stored Income Balance
1	$100,000	$100,000	$5,000	$0	$5,000
2	$100,000	$100,000	$5,000	$0	$10,000
3	$100,000	$100,000	$5,000	$0	$15,000
4	$100,000	$100,000	$5,000	$0	$20,000

During your fifth Account Year, you use the full amount of your Stored Income Balance ($25,000) to increase your Income Benefit Base. On your next Account Anniversary, your Income Benefit Base will be increased to $125,000 and your Annual Income Amount will be $6,250 (your Lifetime Income Percentage multiplied by your Income Benefit Base). Therefore $6,250 will be added each year to your Stored Income Balance unless your Annual Income Amount changes.

Year	Account Value	Income Benefit Base	Annual Income Amount	Withdrawal	Stored Income Balance
5	$100,000	$100,000	$5,000	$0	$25,000
6	$100,000	$125,000	$6,250	$0	$6,250
7	$100,000	$125,000	$6,250	$0	$12,500
8	$100,000	$125,000	$6,250	$0	$18,750

Each year thereafter, the Annual Income Amount will be added to the Stored Income Balance in the same manner.

Assume instead that, during your fifth Account Year, you take a withdrawal of $25,000, thereby reducing your Stored Income Balance to $0. On your next Account Anniversary, your Income Benefit Base will remain at $100,000 and your Annual Income Amount remains at $5,000 (your Lifetime Income Percentage multiplied by your Income Benefit Base). Therefore $5,000 will be added each year to your Stored Income Balance unless your Annual Income Amount changes.

Year	Account Value	Income Benefit Base	Annual Income Amount	Withdrawal	Stored Income Balance
5	$100,000	$100,000	$5,000	$25,000	$0
6	$75,000	$100,000	$5,000	$0	$5,000
7	$75,000	$100,000	$5,000	$0	$10,000
8	$75,000	$100,000	$5,000	$0	$15,000

Each year thereafter, the Annual Income Amount will be added to the Stored Income Balance in the same manner.

Early Withdrawals and Excess Withdrawals may significantly decrease, and even terminate, your benefits under IOD III Escalator, including reducing your Account Value to zero and thereby terminating your Contract without value, as described further below under “Withdrawals Under IOD III Escalator.” Even if your Stored Income Period has begun, withdrawals prior to your First Withdrawal Date are considered Early Withdrawals. Investing in any Fund, other than a Designated Fund will cancel IOD III Escalator as described in this Appendix under “Cancellation of IOD III Escalator.”

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Withdrawals Under IOD III Escalator

Withdrawals After Your First Withdrawal Date

Starting on your First Withdrawal Date and continuing to your Annuity Commencement Date you may take annual withdrawals up to your Stored Income Balance without reducing your future Annual Income Amount. These withdrawals will reduce your Stored Income Balance by the full amount of the withdrawal, but will not change your Income Benefit Base. This is shown in the previous example.

Withdrawals taken after your First Withdrawal Date and during the withdrawal charge period permitted under your Contract are subject to withdrawal charges only to the extent they are in excess of the greatest of:

• the free withdrawal amount permitted under your Contract;

• your Stored Income Balance; or

• your Yearly Required Minimum Distribution Amount (subject to conditions discussed under “Certain Tax Provisions” in this Appendix).

Excess Withdrawals

If you take an Excess Withdrawal, your Income Benefit Base will be reduced according to the following formula:

Your new Income Benefit Base	=	IBB x	(	AV - WD	)
				AV - SB

Where:
	IBB	=	Your Income Benefit Base immediately prior to the Excess Withdrawal.
	WD	=	The amount of the Excess Withdrawal.
	SB	=	Your Stored Income Balance (or your Yearly Required Minimum Distribution Amount, if greater) immediately prior to the Excess Withdrawal.
	AV	=	Your Account Value immediately prior to the Excess Withdrawal.

Your Annual Income Amount will be recalculated based on the reduced Income Benefit Base. Here is an example of an Excess Withdrawal:

Using the same facts as the previous example, assume that in your fifth Account Year you take a withdrawal of $50,000, exceeding your Stored Income Balance. Assume that due to poor investment performance during the fifth Account Year your Account Value was $90,000 immediately prior to the withdrawal. Your Income Benefit Base will be reduced to $61,538 as shown below.

Year	Account Value	Income Benefit Base	Annual Income Amount	Withdrawal	Stored Income Balance
5	$100,000	$100,000	$5,000	$50,000	$0
6	$40,000	$61,538	$3,077	$0	$3,077
7	$40,000	$61,538	$3,077	$0	$6,154
8	$40,000	$61,538	$3,077	$0	$9,231

Each year thereafter, the Annual Income Amount will be added to the Stored Income Balance in the same manner.

Your new Income Benefit Base	=	$	100,000 x	(	$90,000 -  $50,000	)	=	$	61,538
					$90,000 - $25,000

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Excess Withdrawals taken in a down market could severely reduce, and even terminate, your benefits under IOD III Escalator, including reducing your Account Value to zero and thereby terminating your Contract without value.

Early Withdrawals

All withdrawals taken before your First Withdrawal Date, including any “free withdrawal amounts” permitted under your Contract, will be considered Early Withdrawals and the Income Benefit Base and the Stored Income Balance will be reduced using the following formulas:

Your new Income Benefit Base	=	IBB x	(	AV - WD	)
				AV
Your new Stored Income Balance	=	SB x	(	AV - WD	)
				AV

Where:
	IBB	=	Your Income Benefit Base immediately prior to the Early Withdrawal.
	SB	=	Your Stored Income Balance immediately prior to the Early Withdrawal.
	WD	=	The amount of the Early Withdrawal.
	AV	=	Your Account Value immediately prior to the Early Withdrawal.

Your future Annual Income Amount will be recalculated based on the reduced Income Benefit Base.

In addition, Early Withdrawals will also be subject to withdrawal charges, to the extent that such withdrawals are in excess of the “free withdrawal amount” permitted under your Contract. Early Withdrawals could severely reduce, and even terminate, your benefits under IOD III Escalator, including reducing your Account Value to zero and thereby terminating your Contract without value.

In addition to reducing your benefits under IOD III Escalator, any withdrawal before your First Withdrawal Date could have state and federal income tax liability. You should consult a qualified tax professional for more information.

Depleting Your Account Value

If your Account Value is reduced to zero immediately following an Early Withdrawal or an Excess Withdrawal (as described above), then your Stored Income Balance and your Income Benefit Base will both be reduced to zero and your Contract will terminate without value. Therefore, your Contract, as well as any benefits available with IOD III Escalator, will end.

If your Account Value is reduced to zero through any combination of poor investment performance of the Designated Funds, Contract charges, and withdrawals other than Excess Withdrawals or Early Withdrawals, your Income Benefit Base will not be reduced. Your Contract will end. You will be entitled to receive annual payments equal to your Lifetime Income Percentage multiplied by your Income Benefit Base. Prior to determining your annual payments, you may increase your Income Benefit Base by any remaining Stored Income Balance as described below. These payments will continue for as long as you live. If you elected joint-life coverage, the payments will continue as long as either you or your spouse are alive as described in this Appendix under “Death of Participant Under IOD III Escalator with Joint-Life Coverage.” If you have any remaining Stored Income Balance on the day your Account Value is reduced to zero, you will be notified that, before you begin to receive your “annual lifetime payments,” you must deplete your Stored Income Balance by:

(a) withdrawing your remaining Stored Income Balance;

(b) applying the remaining amount of your Stored Income Balance to increase your Income Benefit Base (and thus the amount of your “annual lifetime payments”); or

(c) using a combination of (a) and (b).

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Because the Contract has ended, the amount of these annual lifetime payments will not change and they will not be subject to any withdrawal charges. You should be aware, however, that they could be subject to certain state and federal income tax liability. You should consult a qualified tax professional for more information.

Cost of IOD III Escalator

If you elected IOD III Escalator, we will deduct a quarterly fee from your Account Value (“IOD III Escalator Fee”). The IOD III Escalator Fee will be taken as a specific deduction from your Account Value on the last valuation day of each Account Quarter and will equal 0.2750 % of your Fee Base on that day, if you elected single-life coverage (0.3250% for joint-life coverage). On an annual basis, the IOD III Escalator Fee is equal to 1.10% of your Fee Base if you elected single-life coverage (1.30% for joint-life coverage). We reserve the right to increase the percentage rate used to calculate the IOD III Escalator Fee on newly issued Contracts.

During the first Account Year, your Fee Base is equal to your Income Benefit Base. On each Account Anniversary, the Fee Base is recalculated. Your new Fee Base will be reset to equal your Income Benefit Base plus your Stored Income Balance (if any) less your Annual Income Amount (if any) for that year if this recalculated amount is higher than your current Fee Base. In the event that the recalculated amount is not greater than your current Fee Base, we will continue to calculate your IOD III Escalator Fee based upon your current Fee Base until, at least, your next Account Anniversary. Note that, although your IOD III Escalator Fee may increase, it will never decrease.

For the most part, we calculate your Fee Base only on your Account Anniversary. However, we will recalculate your Fee Base between Account Anniversaries, if you take an Early Withdrawal or Excess Withdrawal or make additional Purchase Payments during your first Account Year.

If you take an Excess Withdrawal during your Stored Income Period, your Fee Base will be decreased by the following formula:

Your new Fee Base	=	Fee Base x	(	AV - WD	)
				AV - SB

If you take an Early Withdrawal, your Fee Base will be decreased by the following formula:

Your new Fee Base	=	Fee Base x	(	AV - WD	)
				AV

Where:
	Fee Base	=	Your Fee Base immediately prior to the Early/Excess Withdrawal.
	WD	=	The amount of the Early/Excess Withdrawal.
	SB	=	Your Stored Income Balance (if any) immediately prior to the Excess Withdrawal.
	AV	=	Your Account Value immediately prior to the Early/Excess Withdrawal.

Any additional Purchase Payment you make during your first Account Year will increase your Income Benefit Base as described in this Appendix under “Determining Your Income Benefit Base.” Therefore, your Fee Base will increase by any additional Purchase Payments made.

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Here is an example of how we calculate your Fee Base.

Assume that you are age 65 when your Contract is issued with an initial Purchase Payment of $100,000. Assume you elected to participate in IOD III Escalator with single-life coverage and investment performance of the Designated Funds is constant over the years. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Income Benefit Base is equal to your initial Purchase Payment on your Issue Date. Your Lifetime Income Percentage is 5%. Your Annual Income Amount is $5,000 (5% of your Income Benefit Base). All values are shown as of the beginning of the Account Year except as otherwise stated.

During the Stored Income Period, the Fee Base is reset at the beginning of the Contract Year to equal your Income Benefit Base plus your Stored Income Balance less your Annual Income Amount, if that amount is greater than the previous Fee Base. For example, in Contract Year 4, the Fee Base is set equal to the Income Benefit Base ($100,000) plus the Stored Income Balance ($20,000) less your Annual Income Amount ($5,000) if that amount ($115,000) is greater than the previous Fee Base ($110,000).

Year	Income Benefit Base	Annual Income Amount	Stored Income Balance			Fee Base
			Beginning of year	Withdrawal Amount	End of year
1	$100,000	$5,000	$5,000	$0	$5,000	$100,000
2	$100,000	$5,000	$10,000	$0	$10,000	$105,000
3	$100,000	$5,000	$15,000	$0	$15,000	$110,000
4	$100,000	$5,000	$20,000	$0	$20,000	$115,000

Assume, instead, that in your fourth Account Year you take a $20,000 withdrawal. At the beginning of your fifth Account Year, your Income Benefit Base ($100,000) plus your Stored Income Balance ($5,000) less your Annual Income Amount ($5,000) is less than the current Fee Base ($115,000), so there is no change to the Fee Base, as shown below.

Year	Income Benefit Base	Annual Income Amount	StoredIncome Balance			Fee Base
			Beginning of year	Withdrawal Amount	End of year
4	$100,000	$5,000	$20,000	$20,000	$0	$115,000
5	$100,000	$5,000	$5,000	$0	$5,000	$115,000
6	$100,000	$5,000	$10,000	$0	$10,000	$115,000
7	$100,000	$5,000	$15,000	$0	$15,000	$115,000
8	$100,000	$5,000	$20,000	$0	$20,000	$115,000
9	$100,000	$5,000	$25,000	$0	$25,000	$120,000

On each Account Anniversary thereafter, your Fee Base is recalculated and reset if necessary.

Your IOD III Escalator Fee will not change during an Account Year, unless you take one of the following specific actions:

• If you make an additional Purchase Payment during your first Account Year, you will increase your Fee Base and thus your IOD III Escalator Fee.

• If you make an Early Withdrawal or an Excess Withdrawal, you will decrease your Fee Base and thus your IOD III Escalator Fee.

In addition, on your Account Anniversary, the IOD III Escalator Fee may also change, if we increase the percentage used to calculate the IOD III Escalator Fee as described below under “Step-Up Under IOD III Escalator.”

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The investment performance of the Designated Funds will not affect your IOD III Escalator Fee during an Account Year. However, as stated below under “Step-Up Under IOD III Escalator,” favorable investment performance may cause the Income Benefit Base to increase on an Account Anniversary, and thus increase your IOD III Escalator Fee.

We will continue to deduct the IOD III Escalator Fee until you annuitize your Contract, your Account Value reduces to zero, or your benefits under IOD III Escalator are cancelled as described under “Cancellation of IOD III Escalator” in this Appendix.

Step-Up Under IOD III Escalator

Regardless of your age on the Issue Date, on each Account Anniversary prior to your Annuity Commencement Date, we will automatically step-up your Income Benefit Base, provided that you satisfy certain requirements. First, you must meet eligibility requirements:

• Your Account Value less your Stored Income Balance must equal no more than $5,000,000. (For purposes of determining the $5,000,000 limit, we reserve the right, in our sole discretion, to aggregate your Account Value with the account values of all other variable annuity contracts you own issued by Delaware Life or its affiliates.)

• Your Account Value minus your Stored Income Balance must be greater than your current Income Benefit Base. (If you have not yet reached your Stored Income Period and therefore do not yet have a Stored Income Balance, your Account Value must only be greater than your current Income Benefit Base.)

Second, if you satisfy the eligibility requirements, we then consider whether market conditions have caused us to increase the percentage rate used to calculate the IOD III Escalator Fee on newly issued Contracts. Since we are no longer issuing Contracts with IOD III Escalator, the percentage rate we use to calculate your IOD III Escalator Fee will be set based upon current market conditions at that time.

• If we have not had to increase the percentage rate as described above, the percentage rate we use to calculate your IOD III Escalator Fee will remain unchanged and we will automatically step-up your Income Benefit Base.

• If we have had to increase the percentage rate as described above, we offer you the opportunity to step-up at the higher percentage rate. In this case, your written consent is required to accept the higher percentage rate used to calculate your IOD III Escalator Fee and step-up your Income Benefit Base. If you do not consent to the step-up and higher percentage, the step-up will not be implemented and all subsequent step-ups of your Income Benefit Base will also be suspended. You may thereafter submit an election form to us, however, in order to consent to the then-applicable percentage rate and thus reactivate subsequent automatic step-ups.

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At the time of step-up, we will increase your Income Benefit Base to an amount equal to your Account Value less your Stored Income Balance, if any, provided that such amount exceeds your current Income Benefit Base. Here is an example of how step-up works under IOD III Escalator:

Assume that you are 65 years old when you purchase a Contract with an initial Purchase Payment of $100,000, and that you elect to participate in IOD III Escalator with single-life coverage and do not take any withdrawals. (If you selected joint-life coverage, the numbers shown in the example could be different.) Your Income Benefit Base is equal to your initial Purchase Payment. Your Annual Income Amount is $5,000 (5% of your Income Benefit Base). Your initial Stored Income Balance is $5,000.

Assume that your Account Value grows to $103,000 by the end of Account Year 1. Because your Account Value minus your Stored Income Balance ($103,000 - $5,000) is less than your current Income Benefit Base, you will not step-up.

Assume further that your Account Value grows to $113,000 by the end of Account Year 2. Because your Account Value minus your Stored Income Balance ($113,000 - $10,000) is greater than your current Income Benefit Base ($100,000), you will step-up. Your new Income Benefit Base will equal your Account Value minus your Stored Income Balance ($103,000). Your new Annual Income Amount will be $5,150 (5% of your new Income Benefit Base).

Assume further that your Account Value grows to $125,150 by the end of Account Year 3. Because your Account Value minus your Stored Income Balance ($125,150 - $15,150) is greater than your current Income Benefit Base ($103,000), you will step-up again. Your new Income Benefit Base will equal your Account Value minus your Stored Income Balance ($110,000). Your new Annual Income Amount will be $5,500 (5% of your new Income Benefit Base).

Account Year	Account Value End of Year	Stored Income Balance Beginning of Year	Income Benefit Base End of Year	Annual Income Amount End of Year	Withdrawals
1	$103,000	$5,000	$100,000	$5,000	0
2	$113,000	$10,000	$103,000	$5,150	0
3	$125,150	$15,150	$110,000	$5,500	0

Your Lifetime Income Percentage will increase if your age at the time of step-up coincides with a higher percentage as shown below. After the step-up, your Annual Income Amount will be your Lifetime Income Percentage multiplied by your new Income Benefit Base. Your Lifetime Income Percentage is determined, based upon your age at time of step-up, as follows:

Your Age at Step-up*	Lifetime Income Percentage
50 - 64	4%
65 - 79	5%
80 or older	6%

* If you elected joint-life coverage, the age ranges are based upon the age of the younger spouse as described below under “Joint-Life Coverage.”

The above example assumes that you are age 65 at issue, so your Lifetime Income Percentage is set to 5%. Assume instead you are age 77 at issue and have attained age 80 by the end of Account Year 3. When your Income Benefit Base steps-up to $110,000 your new Lifetime Income Percentage is 6% since you are now age 80. Your Annual Income Amount is now $6,600 and your Stored Income Balance becomes $21,750 at the beginning of Account Year 4.

Joint-Life Coverage

On the Issue Date, you have the option of electing IOD III Escalator with single-life coverage or, for a higher IOD III Escalator Fee, with joint-life coverage. Once you make the election, you cannot switch between joint-life and single-life coverage, regardless of any change in life events. Joint-life coverage is not available if you are unmarried on the Issue Date.

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Joint-life coverage can be elected on an individually-owned Contract or on a co-owned Contract. On an individually-owned Contract, joint-life coverage is available only if your spouse is the sole primary Beneficiary on the Issue Date and remains the sole primary Beneficiary while IOD III Escalator is in effect. On a co-owned Contract, joint-life coverage is available only if you and your spouse are the only co-owners on the Issue Date and remain so while IOD III Escalator is in effect. Whereas single-life coverage provides an Annual Income Amount only until any Participant dies, joint-life coverage provides an Annual Income Amount for as long as either you or your spouse is alive. Note that, for joint-life coverage to continue after the death of any Participant, the surviving spouse must elect to continue the contract through the “Spousal Continuance” provision. See also “Death of Participant Under IOD III Escalator with Joint-Life Coverage” in this Appendix.

If you have elected joint-life coverage, the Stored Income Period will be your Issue Date if the younger spouse is at least age 50. Otherwise it will be the first Account Anniversary after the younger spouse attains (or would have attained) age 50 if the younger spouse is less than age 50 on the Issue Date. (For purposes of joint-life coverage, the younger spouse refers to the person who was the younger spouse on the Issue Date, even if that person has died or is no longer married to the person who was his or her spouse on the Issue Date.) The First Withdrawal Date will be your Issue Date if the younger spouse is at least age 59. Otherwise it will be the first Account Anniversary after the younger spouse attains (or would have attained) age 59. The Lifetime Income Percentage will be based on the age of the younger spouse, as shown in the table below.

Age of Younger Spouse at Step-up	Lifetime Income Percentage
50 - 64	4%
65 - 79	5%
80 or older	6%

The Lifetime Income Percentage may increase, in the future, if the age of the younger spouse at time of step-up coincides with a higher percentage as shown in the above table.

The two spouses on the Issue Date are the only two people covered under the joint-life feature. If a Participant remarries, the new spouse is not covered under the joint-life feature. Therefore, if the spouse on the Issue Date is no longer your spouse, your benefits under IOD III Escalator continue for your life and, when you die, annual withdrawals are no longer available. Note that, when you elect joint-life coverage, you also elect the higher joint-life fee. The percentage rate of the fee will not be reduced regardless of any change in life events.

Cancellation of IOD III Escalator

Should you decide that IOD III Escalator is no longer appropriate for you, you may cancel IOD III Escalator at any time. Upon cancellation, all benefits and charges under IOD III Escalator shall cease. Once cancelled, IOD III Escalator cannot be reinstated.

Although transfers among the Designated Funds are permitted as described under “Transfer Privilege” in the prospectus to which this Appendix is attached, IOD III Escalator will be cancelled automatically:

• if any Purchase Payment is allocated to an investment option other than a Designated Fund; or

• if any portion of Account Value maintained in a Designated Fund is transferred into an investment option other than a Designated Fund.

IOD III Escalator will also be cancelled for any of the following:

• upon a termination of the Contract;

• upon annuitization*; or

• your Income Benefit Base is reduced to zero as a result of Early or Excess Withdrawals.

* Note that the Maximum Annuity Commencement Date permitted under this Contract is the first day of the month following the Annuitant’s 95^th birthday. See “Selection of Annuity Commencement Date” under “THE INCOME PHASE - ANNUITY PROVISIONS” in the prospectus to which this Appendix is attached.

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A change of ownership may also cancel your benefits under IOD III Escalator.

Death of Participant Under IOD III Escalator with Single-Life Coverage

If you elected single-life coverage, IOD III Escalator terminates on the death of any Participant and the Beneficiary may elect to exercise any of the available options under the Death Benefit provisions of the Contract. Alternately, the Beneficiary may elect to receive the Stored Income Balance.

Note that single-life coverage may be inappropriate on a co-owned Contract, because all living benefits will end on the death of any Participant. Note also that Beneficiaries who are not spouses cannot continue the Contract (see “Spousal Continuance” in the prospectus to which this Appendix is attached) or any living benefits under the Contract.

Death of Participant Under IOD III Escalator with Joint-Life Coverage

If the surviving spouse on the Death Benefit Date was not the spouse of a Participant on the original Contract’s Issue Date, then this section does not apply, even if joint-life coverage was elected. In such case, if a Participant dies while participating in IOD III Escalator, the provisions of the section above titled “Death of Participant Under IOD III Escalator with Single-Life Coverage” will apply.

If you purchased joint-life coverage and one of the Participants dies, IOD III Escalator will continue, provided that the surviving spouse, as the sole primary beneficiary, continues the Contract. In such case:

• the new Account Value will be equal to the Death Benefit;

• the Stored Income Balance will remain unchanged;

• the Income Benefit Base will remain unchanged until the next Account Anniversary when a step-up could apply due to an increase in the Account Value (see “Step-Up Under IOD III Escalator” in this Appendix);

• if the Stored Income Period has not yet begun, the Lifetime Income Percentage will be determined when the Stored Income Period begins (i.e., on the first Account Anniversary following the date the younger spouse attains (or would have attained) age 50);

• if the Stored Income Period has already begun, the Lifetime Income Percentage will be the Lifetime Income Percentage that applied to the Contract prior to the death of the Participant;

• on each Account Anniversary, the Annual Income Amount will be equal to the Income Benefit Base multiplied by the Lifetime Income Percentage; and

• the percentage rate of the IOD III Escalator Fee for the joint-life coverage option will continue for the surviving spouse as it was immediately prior to the death of the Participant.

At the death of the surviving spouse, the Contract, including IOD III Escalator, terminates.

If you purchased joint-life coverage and the deceased Participant’s surviving spouse does not continue the Contract, your Beneficiary may elect any available option under the Death Benefit provisions of the Contract.

Annuitization Under IOD III Escalator

Under the terms of IOD III Escalator, if your Account Value is greater than zero on your Maximum Annuity Commencement Date, you may elect to:

(1) surrender your Contract and receive your Cash Surrender Value (or your Stored Income Balance, if greater);

(2) annuitize your Account Value under one of the Annuity Options available on that date; or

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(3) (a) receive any remaining Stored Income Balance in a single sum and (b) annuitize your remaining Account Value as a single-life annuity (or a joint-life annuity, if joint-life coverage was elected at issue and you are still eligible to receive it) with an annualized annuity payment of not less than the Lifetime Income Percentage multiplied by your then current Income Benefit Base.

If you make no election, we will default your choice to option 3.

If your Account Value has been reduced to zero (other than as a result of an Early Withdrawal or an Excess Withdrawal), and your Income Benefit Base is greater than zero on or before your Maximum Annuity Commencement Date, you will receive your full Annual Income Amount each year until you die. For a more complete discussion of this, see “Depleting Your Account Value” in this Appendix.

Certain Tax Provisions

Certain state and federal income tax provisions may be important to you in connection with a living benefit, such as IOD III Escalator. If you elected to participate in IOD III Escalator, you may withdraw annual amounts up to the Yearly RMD Amount without affecting your benefit, subject to the conditions stated below. In the event that your Yearly RMD Amount attributable to your Contract is greater than your Stored Income Balance, we are currently waiving the withdrawal provisions under IOD III Escalator as follows. If you withdraw all or a portion of your Qualified Contract’s Yearly RMD Amount from the Contract while participating in IOD III Escalator, we reduce your Account Value and your Stored Income Balance, dollar for dollar, by the amount of the withdrawal to a value not less than zero. We will not, however, penalize you if the current Federal Tax Laws require you to withdraw from your Contract an amount greater than your Stored Income Balance. In other words, if a Yearly RMD Amount exceeds your Stored Income Balance, we will reduce your Stored Income Balance, but we will not reduce your Income Benefit Base, provided that:

• you withdraw your Qualified Contract’s first Yearly RMD Amount in the calendar year you attain age 72 rather than postponing the withdrawal of that Amount until the first quarter of the next calendar year, and

• you do not make any withdrawal from your Qualified Contract that would result in you receiving, in any Account Year, more than one calendar year’s Yearly RMD Amount.

Currently, any withdrawal in excess of the Annual Income Amount or Stored Income Balance that is taken to satisfy the Yearly RMD Amounts will not be treated as an Excess Withdrawal, and will not reduce the Income Benefit Base. However, if there is any material change to the current Code or IRS Rules governing the timing or determination of required minimum distribution amounts, then the Company reserves the right to treat any withdrawal greater than the Annual Income Amount or Stored Income Balance as an Excess Withdrawal which may significantly reduce the Income Benefit Base.

For a further discussion of some of these provisions, please refer to “Impact of Optional Death Benefits and Optional Living Benefits” under “TAX PROVISIONS” in the prospectus to which this Appendix is attached.

258

APPENDIX Q - BUILD YOUR OWN PORTFOLIO

This Appendix sets forth the Funds and percentage limits that constitute the “build your own portfolio” program. This program is more fully described under “BUILD YOUR OWN PORTFOLIO” in the Prospectus. Briefly, if you comply with this program, the portfolio you build will satisfy the Designated Funds requirement under certain optional living benefits. If you do not comply with the allocation percentage limits in effect under your Contract, your selection of the Build Your Own Portfolio model will not qualify as a Designated Fund and your participation in the living benefit will be cancelled. For Contracts with the Income Riser with 7% bonus, the following is the Build Your Own Portfolio model that applies to your Contract.

Fixed Income Funds	Core Retirement Strategies Funds	Asset Allocation Funds	Core Equity Funds	Growth Equity Funds	Specialty Funds
30% to 50%	40% to 60%	10% to 30%	0% to 20%	0% to 20%	0% to 10%
MFS® Total Return Bond Series	PIMCO Global Managed Asset Allocation Portfolio	AB Balanced Wealth Strategy Portfolio	Lord Abbett Series Fund, Inc. - Fundamental Equity Portfolio	Franklin Small Cap Value VIP Fund	Franklin Strategic Income VIP Fund
MFS® Government Securities Portfolio	MFS® Global Tactical Allocation Portfolio	Fidelity® Balanced Portfolio (of Variable Insurance Products Fund III)	MFS® Value Series	MFS® Blended Research Small Cap Equity Portfolio	PIMCO Emerging Markets Bond Portfolio
MFS® Corporate Bond Portfolio	MFS® Conservative Allocation Portfolio	Franklin Income VIP Fund	Invesco V.I. Comstock Fund	Invesco V.I. Capital Appreciation Fund	MFS® Global Real Estate Portfolio
MFS® U.S. Government Money Market Portfolio	MFS® Moderate Allocation Portfolio	MFS® Total Return Series	Franklin Mutual Shares VIP Fund	Lord Abbett Series Fund, Inc. - Growth Opportunities Portfolio	PIMCO CommodityRealReturn® Strategy Portfolio
MFS® Limited Maturity Portfolio	AB Dynamic Asset Allocation Portfolio	Invesco V.I. Equity and Income Fund	MFS® Utilities Series	MFS® International Intrinsic Value Portfolio	MFS® Emerging Markets Equity Portfolio
MFS® Inflation - Adjusted Bond Portfolio	PIMCO All Asset Portfolio	Fidelity® Freedom 2015 Portfolio (of Variable Insurance Products Fund IV)	MFS® Core Equity Portfolio	MFS® Research International Portfolio	MFS® High Yield Portfolio
JPMorgan Insurance Trust Core Bond Portfolio	Putnam VT Multi-Asset Absolute Return Fund	Fidelity® Freedom 2020 Portfolio (of Variable Insurance Products Fund IV)	MFS® Research Series	Templeton Growth VIP Fund	Lazard Retirement Emerging Markets Equity Portfolio
		MFS® Growth Allocation Portfolio	Rational Trend Aggregation VA Fund1	First Eagle Overseas Variable Fund	Templeton Global Bond VIP Fund
		BlackRock Global Allocation V.I. Fund	MFS® Mid Cap Value Portfolio	Invesco V.I. Global Fund
			JPMorgan Insurance Trust U.S. Equity Portfolio	Columbia Variable Portfolio - Overseas Core Fund
			Putnam VT Large Cap Value Fund	Fidelity® Mid Cap Portfolio (of Variable Insurance Products Fund III)
				MFS® International Growth Portfolio
				MFS® Growth Series
				CTIVPSM - Loomis Sayles Growth Fund

259

Fixed Income Funds	Core Retirement Strategies Funds	Asset Allocation Funds	Core Equity Funds	Growth Equity Funds	Specialty Funds
30% to 50%	40% to 60%	10% to 30%	0% to 20%	0% to 20%	0% to 10%
				Columbia Variable Portfolio - Large Cap Growth Fund
				Rational Insider Buying VA Fund1
				MFS® Mid Cap Growth Series
				Morgan Stanley Variable Insurance Fund, Inc. Discovery Portfolio
				Invesco V.I. American Value Fund
				AB International Growth Portfolio
				Fidelity® Contrafund® Portfolio (of Variable Insurance Products Fund II)
				MFS® New Discovery Value Portfolio
				MFS® New Discovery Series
				AB Small/Mid Cap Value Portfolio
				Invesco V.I. International Growth Fund
				PIMCO StocksPLUS® Global Portfolio
				Morgan Stanley Variable Insurance Fund, Inc. Growth Portfolio

¹  Only available if you purchased your Contract through a Huntington Bank representative.

260

For all Contracts purchased on or after August 17, 2009, and before February 8, 2010, including Contracts with SIR with a 6% bonus, the following is the Build Your Own Portfolio model that applies to your Contract. If you do not comply with the allocation percentage limits in effect under your Contract, your selection of the Build Your Own Portfolio model will not qualify as a Designated Fund and your participation in the living benefit will be cancelled.

Fixed Income Funds	Asset Allocation Funds	Core Equity Funds	Growth Equity Funds	Specialty Funds
30% to 80%	20% to 70%	0% to 50%	0% to 30%	0% to 10%
MFS® Total Return Bond Series	AB Balanced Wealth Strategy Portfolio	Lord Abbett Series Fund, Inc. - Fundamental Equity Portfolio	Franklin Small Cap Value VIP Fund	Franklin Strategic Income VIP Fund
MFS® Government Securities Portfolio	Fidelity® Balanced Portfolio (of Variable Insurance Products Fund III)	MFS® Value Series	MFS® Blended Research Small Cap Equity Portfolio	PIMCO Emerging Markets Bond Portfolio
MFS® Corporate Bond Portfolio	Franklin Income VIP Fund	Invesco V.I. Comstock Fund	Invesco V.I. Capital Appreciation Fund	MFS® Global Real Estate Portfolio
MFS® U.S. Government Money Market Portfolio	MFS® Total Return Series	Franklin Mutual Shares VIP Fund	Lord Abbett Series Fund, Inc. - Growth Opportunities Portfolio	PIMCO CommodityRealReturn® Strategy Portfolio
MFS® Limited Maturity Portfolio	Invesco V.I. Equity and Income Fund	MFS® Utilities Series	MFS® International Intrinsic Value Portfolio	MFS® Emerging Markets Equity Portfolio
MFS® Inflation-Adjusted Bond Portfolio	Fidelity® Freedom 2015 Portfolio (of Variable Insurance Products Fund IV)	MFS® Core Equity Portfolio	MFS® Research International Portfolio	MFS® High Yield Portfolio
JPMorgan Insurance Trust Core Bond Portfolio	Fidelity® Freedom 2020 Portfolio (of Variable Insurance Products Fund IV)	MFS® Research Series	Templeton Growth VIP Fund	Lazard Retirement Emerging Markets Equity Portfolio
	MFS® Conservative Allocation Portfolio	Rational Trend Aggregation VA Fund1	First Eagle Overseas Variable Fund	PIMCO All Asset Portfolio
	MFS® Moderate Allocation Portfolio	MFS® Mid Cap Value Portfolio	Invesco V.I. Global Fund	Templeton Global Bond VIP Fund
	MFS® Growth Allocation Portfolio	JPMorgan Insurance Trust U.S. Equity Portfolio	Columbia Variable Portfolio - Overseas Core Fund
	BlackRock Global Allocation V.I. Fund	Putnam VT Large Cap Value Fund	Fidelity® Mid Cap Portfolio (of Variable Insurance Products Fund III)
	PIMCO Global Managed Asset Allocation Portfolio		MFS® International Growth Portfolio
	MFS® Global Tactical Allocation Portfolio		MFS® Growth Series
	AB Dynamic Asset Allocation Portfolio		CTIVPSM - Loomis Sayles Growth Fund
	Putnam VT Multi-Asset Absolute Return Fund		Columbia Variable Portfolio - Large Cap Growth Fund
			Rational Insider Buying VA Fund1
			MFS® Mid Cap Growth Series
			Morgan Stanley Variable Insurance Fund, Inc. Discovery Portfolio
			Invesco V.I. American Value Fund
			AB International Growth Portfolio

261

Fixed Income Funds	Asset Allocation Funds	Core Equity Funds	Growth Equity Funds	Specialty Funds
30% to 80%	20% to 70%	0% to 50%	0% to 30%	0% to 10%
			Fidelity® Contrafund® Portfolio (of Variable Insurance Products Fund II)
			MFS® New Discovery Value Portfolio
			MFS® New Discovery Series
			AB Small/Mid Cap Value Portfolio
			Invesco V.I. International Growth Fund
			PIMCO StocksPLUS® Global Portfolio
			Morgan Stanley Variable Insurance Fund, Inc. Growth Portfolio

¹  Only available if you purchased your Contract through a Huntington Bank representative.

262

For Contracts purchased after February 16, 2009, and prior to August 17, 2009, the following is the Build Your Own Portfolio model that applies to your Contract. If you do not comply with the allocation percentage limits in effect under your Contract, your selection of the Build Your Own Portfolio model will not qualify as a Designated Fund and your participation in the living benefit will be cancelled.

Fixed Income Funds	Asset Allocation Funds	Core Equity Funds	Growth Equity Funds	Specialty Funds
30% to 80%	0% to 70%	0% to 70%	0% to 30%	0% to 10%
MFS® Total Return Bond Series	AB Balanced Wealth Strategy Portfolio	Lord Abbett Series Fund, Inc. - Fundamental Equity Portfolio	Franklin Small Cap Value VIP Fund	Franklin Strategic Income VIP Fund
MFS® Government Securities Portfolio	Fidelity® Balanced Portfolio (of Variable Insurance Products Fund III)	MFS® Value Series	MFS® Blended Research Small Cap Equity Portfolio	PIMCO Emerging Markets Bond Portfolio
MFS® Corporate Bond Portfolio	Franklin Income VIP Fund	Invesco V.I. Comstock Fund	Invesco V.I. Capital Appreciation Fund	MFS® Global Real Estate Portfolio
MFS® U.S. Government Money Market Portfolio	MFS® Total Return Series	Franklin Mutual Shares VIP Fund	Lord Abbett Series Fund, Inc. - Growth Opportunities Portfolio	PIMCO CommodityRealReturn® Strategy Portfolio
MFS® Limited Maturity Portfolio	Invesco V.I. Conservative Balanced Fund	MFS® Utilities Series	MFS® International Intrinsic Value Portfolio	MFS® Emerging Markets Equity Portfolio
MFS® Inflation - Adjusted Bond Portfolio	Invesco V.I. Equity and Income Fund	MFS® Core Equity Portfolio	MFS® Research International Portfolio	MFS® High Yield Portfolio
JPMorgan Insurance Trust Core Bond Portfolio	Fidelity® Freedom 2015 Portfolio (of Variable Insurance Products Fund IV)	MFS® Research Series	Templeton Growth VIP Fund	Lazard Retirement Emerging Markets Equity Portfolio
	Fidelity® Freedom 2020 Portfolio (of Variable Insurance Products Fund IV)	Rational Trend Aggregation VA Fund1	First Eagle Overseas Variable Fund	PIMCO All Asset Portfolio
	MFS® Conservative Allocation Portfolio	MFS® Mid Cap Value Portfolio	Invesco V.I. Global Fund	Templeton Global Bond VIP Fund
	MFS® Moderate Allocation Portfolio	JPMorgan Insurance Trust U.S. Equity Portfolio	Columbia Variable Portfolio - Overseas Core Fund
	MFS® Growth Allocation Portfolio	Putnam VT Large Cap Value Fund	Fidelity® Mid Cap Portfolio (of Variable Insurance Products Fund III)
	BlackRock Global Allocation V.I. Fund		MFS® International Growth Portfolio
	PIMCO Global Managed Asset Allocation Portfolio		MFS® Growth Series
	MFS® Global Tactical Allocation Portfolio		CTIVPSM - Loomis Sayles Growth Fund
	AB Dynamic Asset Allocation Portfolio		Columbia Variable Portfolio - Large Cap Growth Fund
	Putnam VT Multi-Asset Absolute Return Fund		Rational Insider Buying VA Fund1
			MFS® Mid Cap Growth Series

263

Fixed Income Funds	Asset Allocation Funds	Core Equity Funds	Growth Equity Funds	Specialty Funds
30% to 80%	0% to 70%	0% to 70%	0% to 30%	0% to 10%
			Morgan Stanley Variable Insurance Fund, Inc. Discovery Portfolio
			Invesco V.I. American Value Fund
			AB International Growth Portfolio
			Fidelity® Contrafund® Portfolio (of Variable Insurance Products Fund II)
			MFS® New Discovery Value Portfolio
			MFS® New Discovery Series
			AB Small/Mid Cap Value Portfolio
			Invesco V.I. International Growth Fund
			PIMCO StocksPLUS® Global Portfolio
			Morgan Stanley Variable Insurance Fund, Inc. Growth Portfolio

¹  Only available if you purchased your Contract through a Huntington Bank representative.

264

For Contracts purchased prior to February 17, 2009, the following is the Build Your Own Portfolio model that applies to your Contract. If you do not comply with the allocation percentage limits in effect under your Contract, your selection of the Build Your Own Portfolio model will not qualify as a Designated Fund and your participation in the living benefit will be cancelled.

Fixed Income Funds	Asset Allocation Funds	Core Equity Funds	Growth Equity Funds	Specialty Funds
25% to 80%	0% to 75%	0% to 75%	0% to 30%	0% to 10%
PIMCO Total Return Portfolio7	AB Balanced Wealth Strategy Portfolio8	Lord Abbett Series Fund, Inc. - Fundamental Equity Portfolio	Franklin Small Cap Value VIP Fund	Franklin Strategic Income VIP Fund
MFS® Total Return Bond Series8	Fidelity® Balanced Portfolio (of Variable Insurance Products Fund III)	MFS® Value Series	MFS® Blended Research Small Cap Equity Portfolio	MFS® High Yield Portfolio8
MFS® Government Securities Portfolio	Franklin Income VIP Fund	Invesco V.I. Comstock Fund	Invesco V.I. Capital Appreciation Fund	PIMCO Emerging Markets Bond Portfolio
MFS® Corporate Bond Portfolio	Franklin Allocation VIP Fund8	Franklin Mutual Shares VIP Fund	Lord Abbett Series Fund, Inc. - Growth Opportunities Portfolio	MFS® Global Real Estate Portfolio
PIMCO Real Return Portfolio7	MFS® Total Return Series	MFS® Utilities Series	Invesco V.I. Main Street Small Cap Fund®2	PIMCO CommodityRealReturn® Strategy Portfolio
MFS® U.S. Government Money Market Portfolio	Invesco V.I. Conservative Balanced Fund	MFS® Blended Research® Core Equity Portfolio2	MFS® New Discovery Series	Templeton Developing Markets VIP Fund6
MFS® Limited Maturity Portfolio8	Invesco V.I. Equity and Income Fund8	MFS® Global Research Portfolio2	MFS® Mass Investors Growth Stock Portfolio2	MFS® Emerging Markets Equity Portfolio
MFS® Inflation-Adjusted Bond Portfolio8	Fidelity® Freedom 2010 Portfolio (of Variable Insurance Products Fund IV)7	MFS® Core Equity Portfolio	MFS® International Intrinsic Value Portfolio	MFS® Income Portfolio1
JPMorgan Insurance Trust Core Bond Portfolio8	Fidelity® Freedom 2015 Portfolio (of Variable Insurance Products Fund IV)	MFS® Research Series	Templeton Foreign VIP Fund6	Lazard Retirement Emerging Markets Equity Portfolio8
	Fidelity® Freedom 2020 Portfolio (of Variable Insurance Products Fund IV)	Invesco V.I. Main Street Fund®7	MFS® Research International Portfolio	PIMCO All Asset Portfolio
	MFS® Conservative Allocation Portfolio8	Rational Trend Aggregation VA Fund5	Templeton Growth VIP Fund	Templeton Global Bond VIP Fund8
	MFS® Moderate Allocation Portfolio8	MFS® Mid Cap Value Portfolio8	First Eagle Overseas Variable Fund
	MFS® Growth Allocation Portfolio8	JPMorgan Insurance Trust U.S. Equity Portfolio8	Invesco V.I. Global Fund
	BlackRock Global Allocation V.I. Fund8	Putnam VT Large Cap Value Fund8	Columbia Variable Portfolio - Select International Equity Fund
	PIMCO Global Managed Asset Allocation Portfolio8		Fidelity® Mid Cap Portfolio (of Variable Insurance Products Fund III)
	MFS® Global Tactical Allocation Portfolio		Wanger USA3
	AB Dynamic Asset Allocation Portfolio8		Wanger Select3

265

Fixed Income Funds	Asset Allocation Funds	Core Equity Funds	Growth Equity Funds	Specialty Funds
25% to 80%	0% to 75%	0% to 75%	0% to 30%	0% to 10%
	Putnam VT Multi-Asset Absolute Return Fund8		Columbia Variable Portfolio - Small Cap Value Fund3
			MFS® International Growth Portfolio
			MFS® Growth Series
			CTIVPSM - Loomis Sayles Growth Fund4
			Columbia Variable Portfolio - Large Cap Growth Fund4
			MFS® Global Growth Portfolio1
			Rational Insider Buying VA Fund5
			MFS® Mid Cap Growth Series8
			Morgan Stanley Variable Insurance Fund, Inc. Discovery Portfolio8
			Invesco V.I. American Value Fund8
			AB International Growth Portfolio8
			AB International Value Portfolio7, 8
			Fidelity® Contrafund® Portfolio (of Variable Insurance Products Fund IV)8
			MFS® New Discovery Value Portfolio8
			AB Small/Mid Cap Value Portfolio8
			Invesco V.I. International Growth Fund8
			PIMCO StocksPLUS® Global Portfolio8
			Morgan Stanley Variable Insurance Fund, Inc. Growth Portfolio8

¹  Only available if you purchased your Contract before February 2, 2004.

²  Only available if you purchased your Contract before March 5, 2007.

³  Only available if you purchased your Contract through a Bank of America representative before April 22, 2007.

⁴  Only B Class shares available if you purchased your Contract on or after March 5, 2007. Only A Class shares available if you purchased your Contract through Bank of America representative before March 5, 2007.

⁵  Only available if you purchased your Contract through a Huntington Bank representative.

⁶  Only available if you purchased your Contract before March 10, 2008.

⁷  Only available if you purchased your Contract before October 20, 2008.

⁸  Not available for investment if you purchased your Contract through a Bank of America representative between April 25, 2005 and April 20, 2007.

266

APPENDIX R - CONDENSED FINANCIAL INFORMATION

The following information for Masters Flex should be read in conjunction with the Variable Account’s financial statements appearing in the Statement of Additional Information. The $10 beginning value for each accumulation unit is as of the date the unit commenced, which was generally later than the first day of the year shown. Calculated unit values are provided for portfolios with zero accumulated units at year end.

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
AB Dynamic Asset Allocation Portfolio, Class B		01		2020		12.9072		13.3113		874,683
		01		2019		11.3876		12.9072		915,111
		01		2018		12.4973		11.3876		1,043,437
		01		2017		11.1141		12.4973		1,118,613
		01		2016		10.9325		11.1141		1,279,211
		01		2015		11.2623		10.9325		1,398,701
		01		2014		10.9889		11.2623		1,594,435
		01		2013		9.9821		10.9889		1,499,014
		01		2012		9.3981		9.9821		251,645
		01		2011		10.0000		9.3981		35,337
		02		2020		12.6824		13.0532		34,097
		02		2019		11.2116		12.6824		37,469
		02		2018		12.3291		11.2116		54,443
		02		2017		10.9865		12.3291		63,981
		02		2016		10.8290		10.9865		81,958
		02		2015		11.1785		10.8290		99,213
		02		2014		10.9294		11.1785		93,568
		02		2013		9.9482		10.9294		88,397
		02		2012		9.3854		9.9482		31,379
		02		2011		10.0000		9.3854		29,739
		03		2020		12.6268		12.9895		0
		03		2019		11.1682		12.6268		0
		03		2018		12.2876		11.1682		0
		03		2017		10.9549		12.2876		0
		03		2016		10.8034		10.9549		0
		03		2015		11.1577		10.8034		0
		03		2014		10.9146		11.1577		4,320
		03		2013		9.9398		10.9146		4,383
		03		2012		9.3822		9.9398		0
		03		2011		10.0000		9.3822		0
		04		2020		12.4610		12.7995		217,084
		04		2019		11.0381		12.4610		226,198
		04		2018		12.1628		11.0381		244,464
		04		2017		10.8601		12.1628		259,692
		04		2016		10.7264		10.8601		337,659
		04		2015		11.0951		10.7264		435,369
		04		2014		10.8700		11.0951		499,643
		04		2013		9.9144		10.8700		430,381
		04		2012		9.3727		9.9144		65,655
		04		2011		10.0000		9.3727		519

267

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2020		12.4055		12.7359		0
		05		2019		10.9947		12.4055		0
		05		2018		12.1214		10.9947		0
		05		2017		10.8287		12.1214		0
		05		2016		10.7008		10.8287		0
		05		2015		11.0743		10.7008		7,094
		05		2014		10.8552		11.0743		0
		05		2013		9.9060		10.8552		0
		05		2012		9.3695		9.9060		0
		05		2011		10.0000		9.3695		0
		06		2020		12.2430		12.5502		0
		06		2019		10.8669		12.2430		0
		06		2018		11.9985		10.8669		0
		06		2017		10.7350		11.9985		0
		06		2016		10.6245		10.7350		0
		06		2015		11.0122		10.6245		0
		06		2014		10.8109		11.0122		0
		06		2013		9.8807		10.8109		0
		06		2012		9.3600		9.8807		0
		06		2011		10.0000		9.3600		0
		07		2020		12.1892		12.4887		0
		07		2019		10.8245		12.1892		0
		07		2018		11.9578		10.8245		0
		07		2017		10.7040		11.9578		0
		07		2016		10.5992		10.7040		0
		07		2015		10.9916		10.5992		0
		07		2014		10.7962		10.9916		0
		07		2013		9.8722		10.7962		0
		07		2012		9.3568		9.8722		0
		07		2011		10.0000		9.3568		0
		08		2020		11.9753		12.2446		0
		08		2019		10.6562		11.9753		0
		08		2018		11.7959		10.6562		0
		08		2017		10.5805		11.7959		0
		08		2016		10.4983		10.5805		0
		08		2015		10.9093		10.4983		0
		08		2014		10.7373		10.9093		0
		08		2013		9.8386		10.7373		0
		08		2012		9.3441		9.8386		0
		08		2011		10.0000		9.3441		0
AB International Growth Portfolio, Class B		01		2020		10.2775		13.1001		104,385
		01		2019		8.2129		10.2775		127,545
		01		2018		10.1350		8.2129		163,086
		01		2017		7.6534		10.1350		154,076
		01		2016		8.3737		7.6534		215,691
		01		2015		8.7035		8.3737		233,005
		01		2014		8.9765		8.7035		268,551
		01		2013		8.0542		8.9765		320,945
		01		2012		7.1071		8.0542		338,063
		01		2011		8.6073		7.1071		413,315

268

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2020		10.0339		12.7640		14,398
		02		2019		8.0344		10.0339		27,614
		02		2018		9.9347		8.0344		33,488
		02		2017		7.5171		9.9347		33,313
		02		2016		8.2415		7.5171		40,873
		02		2015		8.5835		8.2415		34,021
		02		2014		8.8708		8.5835		43,144
		02		2013		7.9756		8.8708		54,321
		02		2012		7.0522		7.9756		69,042
		02		2011		8.5581		7.0522		68,273
		03		2020		9.9740		12.6814		297
		03		2019		7.9904		9.9740		361
		03		2018		9.8853		7.9904		418
		03		2017		7.4836		9.8853		393
		03		2016		8.2089		7.4836		468
		03		2015		8.5538		8.2089		426
		03		2014		8.8447		8.5538		424
		03		2013		7.9561		8.8447		414
		03		2012		7.0386		7.9561		423
		03		2011		8.5459		7.0386		445
		04		2020		9.7956		12.4357		26,040
		04		2019		7.8593		9.7956		30,261
		04		2018		9.7379		7.8593		38,228
		04		2017		7.3831		9.7379		35,983
		04		2016		8.1110		7.3831		44,658
		04		2015		8.4649		8.1110		42,911
		04		2014		8.7662		8.4649		44,574
		04		2013		7.8976		8.7662		53,557
		04		2012		6.9975		7.8976		74,189
		04		2011		8.5091		6.9975		80,335
		05		2020		9.7364		12.3541		0
		05		2019		7.8159		9.7364		0
		05		2018		9.6892		7.8159		0
		05		2017		7.3499		9.6892		0
		05		2016		8.0787		7.3499		0
		05		2015		8.4355		8.0787		0
		05		2014		8.7402		8.4355		0
		05		2013		7.8782		8.7402		0
		05		2012		6.9839		7.8782		0
		05		2011		8.4969		6.9839		0
		06		2020		9.5626		12.1154		0
		06		2019		7.6878		9.5626		0
		06		2018		9.5448		7.6878		0
		06		2017		7.2512		9.5448		0
		06		2016		7.9825		7.2512		0
		06		2015		8.3478		7.9825		0
		06		2014		8.6626		8.3478		0
		06		2013		7.8202		8.6626		0
		06		2012		6.9432		7.8202		0
		06		2011		8.4604		6.9432		0

269

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2020		9.5052		12.0366		0
		07		2019		7.6455		9.5052		0
		07		2018		9.4970		7.6455		0
		07		2017		7.2186		9.4970		0
		07		2016		7.9507		7.2186		0
		07		2015		8.3187		7.9507		0
		07		2014		8.6368		8.3187		0
		07		2013		7.8010		8.6368		0
		07		2012		6.9297		7.8010		188
		07		2011		8.4482		6.9297		192
		08		2020		9.2783		11.7255		0
		08		2019		7.4782		9.2783		0
		08		2018		9.3082		7.4782		0
		08		2017		7.0894		9.3082		0
		08		2016		7.8244		7.0894		0
		08		2015		8.2034		7.8244		0
		08		2014		8.5346		8.2034		0
		08		2013		7.7244		8.5346		0
		08		2012		6.8758		7.7244		0
		08		2011		8.3997		6.8758		0
AB Small/Mid Cap Value Portfolio, Class B		01		2020		21.9935		22.2911		164,040
		01		2019		18.6496		21.9935		165,841
		01		2018		22.3878		18.6496		178,070
		01		2017		20.1696		22.3878		158,865
		01		2016		16.4336		20.1696		98,269
		01		2015		17.7182		16.4336		117,921
		01		2014		16.5361		17.7182		133,842
		01		2013		12.2159		16.5361		154,802
		01		2012		10.4853		12.2159		41,044
		01		2011		10.0000		10.4853		121
		02		2020		21.6272		21.8758		13,369
		02		2019		18.3759		21.6272		16,530
		02		2018		22.1037		18.3759		18,524
		02		2017		19.9537		22.1037		24,798
		02		2016		16.2908		19.9537		32,768
		02		2015		17.6001		16.2908		21,915
		02		2014		16.4594		17.6001		22,470
		02		2013		12.1840		16.4594		20,448
		02		2012		10.4793		12.1840		15,154
		02		2011		10.0000		10.4793		0
		03		2020		21.5368		21.7734		146
		03		2019		18.3082		21.5368		0
		03		2018		22.0334		18.3082		0
		03		2017		19.9003		22.0334		0
		03		2016		16.2555		19.9003		0
		03		2015		17.5708		16.2555		0
		03		2014		16.4403		17.5708		0
		03		2013		12.1760		16.4403		0
		03		2012		10.4779		12.1760		0
		03		2011		10.0000		10.4779		0

270

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2020		21.2664		21.4675		28,696
		04		2019		18.1056		21.2664		27,353
		04		2018		21.8227		18.1056		31,921
		04		2017		19.7397		21.8227		27,572
		04		2016		16.1491		19.7397		11,032
		04		2015		17.4826		16.1491		12,630
		04		2014		16.3829		17.4826		21,792
		04		2013		12.1521		16.3829		42,770
		04		2012		10.4734		12.1521		0
		04		2011		10.0000		10.4734		0
		05		2020		21.1759		21.3650		0
		05		2019		18.0380		21.1759		0
		05		2018		21.7526		18.0380		0
		05		2017		19.6865		21.7526		0
		05		2016		16.1137		19.6865		0
		05		2015		17.4532		16.1137		0
		05		2014		16.3637		17.4532		0
		05		2013		12.1441		16.3637		0
		05		2012		10.4719		12.1441		0
		05		2011		10.0000		10.4719		0
		06		2020		20.9109		21.0660		0
		06		2019		17.8389		20.9109		0
		06		2018		21.5448		17.8389		0
		06		2017		19.5277		21.5448		0
		06		2016		16.0083		19.5277		191
		06		2015		17.3656		16.0083		0
		06		2014		16.3066		17.3656		0
		06		2013		12.1202		16.3066		0
		06		2012		10.4674		12.1202		0
		06		2011		10.0000		10.4674		0
		07		2020		20.8228		20.9667		0
		07		2019		17.7727		20.8228		0
		07		2018		21.4759		17.7727		0
		07		2017		19.4750		21.4759		0
		07		2016		15.9732		19.4750		0
		07		2015		17.3364		15.9732		0
		07		2014		16.2875		17.3364		0
		07		2013		12.1123		16.2875		0
		07		2012		10.4659		12.1123		0
		07		2011		10.0000		10.4659		0
		08		2020		20.4735		20.5731		0
		08		2019		17.5101		20.4735		0
		08		2018		21.2017		17.5101		0
		08		2017		19.2654		21.2017		0
		08		2016		15.8337		19.2654		0
		08		2015		17.2203		15.8337		0
		08		2014		16.2115		17.2203		0
		08		2013		12.0804		16.2115		0
		08		2012		10.4599		12.0804		0
		08		2011		10.0000		10.4599		0

271

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
AB Balanced Wealth Strategy Portfolio, Class B		01		2020		16.1357		17.3377		677,833
		01		2019		13.8792		16.1357		742,061
		01		2018		15.0792		13.8792		828,956
		01		2017		13.2594		15.0792		988,808
		01		2016		12.9083		13.2594		1,088,839
		01		2015		12.9572		12.9083		1,125,129
		01		2014		12.3001		12.9572		1,309,516
		01		2013		10.7561		12.3001		1,584,521
		01		2012		9.6471		10.7561		1,736,421
		01		2011		10.1178		9.6471		1,881,783
		02		2020		15.7534		16.8930		110,638
		02		2019		13.5776		15.7534		112,089
		02		2018		14.7813		13.5776		153,091
		02		2017		13.0236		14.7813		190,278
		02		2016		12.7045		13.0236		218,537
		02		2015		12.7786		12.7045		267,151
		02		2014		12.1553		12.7786		302,148
		02		2013		10.6511		12.1553		256,494
		02		2012		9.5725		10.6511		336,328
		02		2011		10.0600		9.5725		373,813
		03		2020		15.6594		16.7837		455
		03		2019		13.5033		15.6594		456
		03		2018		14.7079		13.5033		492
		03		2017		12.9654		14.7079		525
		03		2016		12.6542		12.9654		537
		03		2015		12.7345		12.6542		3,908
		03		2014		12.1195		12.7345		4,435
		03		2013		10.6251		12.1195		5,003
		03		2012		9.5540		10.6251		5,655
		03		2011		10.0457		9.5540		5,787
		04		2020		15.3794		16.4587		45,369
		04		2019		13.2818		15.3794		48,883
		04		2018		14.4887		13.2818		59,633
		04		2017		12.7914		14.4887		74,337
		04		2016		12.5036		12.7914		85,660
		04		2015		12.6022		12.5036		102,758
		04		2014		12.0119		12.6022		124,124
		04		2013		10.5470		12.0119		154,737
		04		2012		9.4984		10.5470		164,245
		04		2011		10.0025		9.4984		162,046
		05		2020		15.2863		16.3506		0
		05		2019		13.2084		15.2863		0
		05		2018		14.4161		13.2084		0
		05		2017		12.7339		14.4161		0
		05		2016		12.4537		12.7339		0
		05		2015		12.5583		12.4537		1,534
		05		2014		11.9763		12.5583		0
		05		2013		10.5211		11.9763		0
		05		2012		9.4799		10.5211		0
		05		2011		9.9881		9.4799		0

272

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2020		15.0135		16.0348		2,640
		06		2019		12.9921		15.0135		2,855
		06		2018		14.2013		12.9921		3,153
		06		2017		12.5630		14.2013		3,503
		06		2016		12.3054		12.5630		3,924
		06		2015		12.4278		12.3054		3,912
		06		2014		11.8700		12.4278		4,454
		06		2013		10.4437		11.8700		4,874
		06		2012		9.4247		10.4437		0
		06		2011		9.9452		9.4247		0
		07		2020		14.9235		15.9305		0
		07		2019		12.9206		14.9235		0
		07		2018		14.1304		12.9206		0
		07		2017		12.5066		14.1304		0
		07		2016		12.2564		12.5066		0
		07		2015		12.3846		12.2564		0
		07		2014		11.8348		12.3846		0
		07		2013		10.4180		11.8348		0
		07		2012		9.4064		10.4180		0
		07		2011		9.9309		9.4064		0
		08		2020		14.5675		15.5189		0
		08		2019		12.6380		14.5675		0
		08		2018		13.8495		12.6380		0
		08		2017		12.2829		13.8495		0
		08		2016		12.0618		12.2829		0
		08		2015		12.2130		12.0618		0
		08		2014		11.6947		12.2130		0
		08		2013		10.3158		11.6947		0
		08		2012		9.3333		10.3158		0
		08		2011		9.8738		9.3333		0
AB International Value Portfolio, Class B		01		2020		7.5673		7.6070		1,164,129
		01		2019		6.5878		7.5673		1,211,002
		01		2018		8.6970		6.5878		1,357,842
		01		2017		7.0684		8.6970		1,330,211
		01		2016		7.2448		7.0684		1,643,005
		01		2015		7.1935		7.2448		1,756,328
		01		2014		7.8194		7.1935		2,101,914
		01		2013		6.4781		7.8194		2,321,059
		01		2012		5.7685		6.4781		2,983,793
		01		2011		7.2804		5.7685		3,546,247
		02		2020		7.3879		7.4117		671,399
		02		2019		6.4445		7.3879		774,872
		02		2018		8.5251		6.4445		775,007
		02		2017		6.9426		8.5251		750,812
		02		2016		7.1303		6.9426		892,473
		02		2015		7.0943		7.1303		943,223
		02		2014		7.7273		7.0943		1,144,687
		02		2013		6.4149		7.7273		1,315,871
		02		2012		5.7239		6.4149		1,709,740
		02		2011		7.2388		5.7239		2,013,385

273

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2020		7.3438		7.3638		4,143
		03		2019		6.4093		7.3438		4,002
		03		2018		8.4828		6.4093		4,061
		03		2017		6.9115		8.4828		5,018
		03		2016		7.1021		6.9115		5,739
		03		2015		7.0698		7.1021		8,474
		03		2014		7.7045		7.0698		10,275
		03		2013		6.3992		7.7045		8,703
		03		2012		5.7128		6.3992		10,622
		03		2011		7.2284		5.7128		11,455
		04		2020		7.2124		7.2211		103,243
		04		2019		6.3041		7.2124		101,669
		04		2018		8.3562		6.3041		109,211
		04		2017		6.8187		8.3562		98,870
		04		2016		7.0174		6.8187		125,648
		04		2015		6.9963		7.0174		128,444
		04		2014		7.6361		6.9963		156,334
		04		2013		6.3521		7.6361		166,081
		04		2012		5.6795		6.3521		178,771
		04		2011		7.1973		5.6795		220,860
		05		2020		7.1687		7.1736		0
		05		2019		6.2692		7.1687		0
		05		2018		8.3144		6.2692		0
		05		2017		6.7881		8.3144		0
		05		2016		6.9895		6.7881		0
		05		2015		6.9720		6.9895		0
		05		2014		7.6135		6.9720		0
		05		2013		6.3365		7.6135		0
		05		2012		5.6685		6.3365		0
		05		2011		7.1870		5.6685		0
		06		2020		7.0408		7.0351		0
		06		2019		6.1665		7.0408		0
		06		2018		8.1904		6.1665		0
		06		2017		6.6969		8.1904		0
		06		2016		6.9062		6.6969		0
		06		2015		6.8995		6.9062		0
		06		2014		7.5459		6.8995		0
		06		2013		6.2898		7.5459		345
		06		2012		5.6354		6.2898		406
		06		2011		7.1561		5.6354		407
		07		2020		6.9985		6.9893		0
		07		2019		6.1326		6.9985		0
		07		2018		8.1495		6.1326		0
		07		2017		6.6668		8.1495		0
		07		2016		6.8786		6.6668		0
		07		2015		6.8755		6.8786		0
		07		2014		7.5235		6.8755		0
		07		2013		6.2744		7.5235		1,240
		07		2012		5.6245		6.2744		1,598
		07		2011		7.1458		5.6245		1,599

274

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2020		6.8315		6.8086		0
		08		2019		5.9984		6.8315		0
		08		2018		7.9874		5.9984		0
		08		2017		6.5475		7.9874		0
		08		2016		6.7694		6.5475		0
		08		2015		6.7801		6.7694		0
		08		2014		7.4344		6.7801		0
		08		2013		6.2128		7.4344		0
		08		2012		5.5807		6.2128		0
		08		2011		7.1047		5.5807		0
BlackRock Global Allocation V.I. Fund, Class III		01		2020		17.4962		20.7711		5,693,014
		01		2019		15.1066		17.4962		6,550,473
		01		2018		16.6204		15.1066		7,389,722
		01		2017		14.8607		16.6204		8,398,419
		01		2016		14.5561		14.8607		9,913,152
		01		2015		14.9499		14.5561		11,180,936
		01		2014		14.9126		14.9499		12,921,646
		01		2013		13.2523		14.9126		16,504,124
		01		2012		12.2544		13.2523		19,140,072
		01		2011		12.9302		12.2544		20,564,795
		02		2020		17.1031		20.2637		1,188,856
		02		2019		14.7968		17.1031		1,378,416
		02		2018		16.3124		14.7968		1,564,584
		02		2017		14.6145		16.3124		1,814,248
		02		2016		14.3442		14.6145		1,986,862
		02		2015		14.7623		14.3442		2,229,630
		02		2014		14.7555		14.7623		2,472,429
		02		2013		13.1394		14.7555		2,946,131
		02		2012		12.1749		13.1394		3,568,719
		02		2011		12.8725		12.1749		3,913,986
		03		2020		17.0063		20.1388		3,737
		03		2019		14.7204		17.0063		7,702
		03		2018		16.2364		14.7204		8,336
		03		2017		14.5538		16.2364		10,323
		03		2016		14.2919		14.5538		11,767
		03		2015		14.7159		14.2919		15,767
		03		2014		14.7166		14.7159		20,585
		03		2013		13.1114		14.7166		24,000
		03		2012		12.1552		13.1114		20,363
		03		2011		12.8581		12.1552		20,303
		04		2020		16.7179		19.7675		809,940
		04		2019		14.4927		16.7179		918,627
		04		2018		16.0095		14.4927		1,069,686
		04		2017		14.3721		16.0095		1,167,344
		04		2016		14.1350		14.3721		1,305,413
		04		2015		14.5768		14.1350		1,444,292
		04		2014		14.5998		14.5768		1,703,000
		04		2013		13.0273		14.5998		2,301,902
		04		2012		12.0958		13.0273		2,485,428
		04		2011		12.8149		12.0958		2,494,209

275

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2020		16.6220		19.6438		8,365
		05		2019		14.4171		16.6220		8,809
		05		2018		15.9343		14.4171		9,163
		05		2017		14.3120		15.9343		9,337
		05		2016		14.0831		14.3120		9,728
		05		2015		14.5307		14.0831		11,840
		05		2014		14.5611		14.5307		9,303
		05		2013		12.9994		14.5611		9,623
		05		2012		12.0761		12.9994		0
		05		2011		12.8005		12.0761		664
		06		2020		16.3408		19.2826		0
		06		2019		14.1943		16.3408		4,750
		06		2018		15.7117		14.1943		4,865
		06		2017		14.1332		15.7117		4,728
		06		2016		13.9285		14.1332		5,704
		06		2015		14.3932		13.9285		5,457
		06		2014		14.4455		14.3932		5,555
		06		2013		12.9160		14.4455		19,559
		06		2012		12.0171		12.9160		10,439
		06		2011		12.7575		12.0171		3,922
		07		2020		16.2478		19.1632		0
		07		2019		14.1207		16.2478		0
		07		2018		15.6381		14.1207		0
		07		2017		14.0741		15.6381		0
		07		2016		13.8773		14.0741		0
		07		2015		14.3477		13.8773		0
		07		2014		14.4071		14.3477		0
		07		2013		12.8883		14.4071		0
		07		2012		11.9975		12.8883		1,579
		07		2011		12.7432		11.9975		0
		08		2020		15.8801		18.6915		0
		08		2019		13.8292		15.8801		0
		08		2018		15.3465		13.8292		0
		08		2017		13.8397		15.3465		0
		08		2016		13.6742		13.8397		0
		08		2015		14.1667		13.6742		0
		08		2014		14.2545		14.1667		0
		08		2013		12.7779		14.2545		0
		08		2012		11.9192		12.7779		0
		08		2011		12.6860		11.9192		0
CTIVP - Loomis Sayles Growth Fund, Class 1		01		2020		16.9851		22.0393		1,270
		01		2019		13.1071		16.9851		1,270
		01		2018		13.6550		13.1071		0
		01		2017		10.4358		13.6550		3,813
		01		2016		17.8578		10.4358		0
		01		2015		17.7713		17.8578		0
		01		2014		16.5136		17.7713		0
		01		2013		12.3786		16.5136		427
		01		2012		11.2149		12.3786		427
		01		2011		11.7119		11.2149		427

276

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2020		16.8601		21.8331		0
		02		2019		13.0367		16.8601		0
		02		2018		13.6091		13.0367		0
		02		2017		10.4215		13.6091		0
		02		2016		17.4696		10.4215		0
		02		2015		17.4205		17.4696		0
		02		2014		16.2206		17.4205		0
		02		2013		12.1837		16.2206		0
		02		2012		11.0610		12.1837		0
		02		2011		11.5747		11.0610		0
		03		2020		16.8289		21.7817		0
		03		2019		13.0191		16.8289		0
		03		2018		13.5976		13.0191		0
		03		2017		10.4180		13.5976		0
		03		2016		17.3743		10.4180		0
		03		2015		17.3342		17.3743		0
		03		2014		16.1485		17.3342		0
		03		2013		12.1357		16.1485		0
		03		2012		11.0230		12.1357		0
		03		2011		11.5408		11.0230		0
		04		2020		16.7356		21.6283		0
		04		2019		12.9664		16.7356		0
		04		2018		13.5631		12.9664		0
		04		2017		10.4073		13.5631		0
		04		2016		17.0894		10.4073		0
		04		2015		17.0761		17.0894		0
		04		2014		15.9324		17.0761		0
		04		2013		11.9917		15.9324		0
		04		2012		10.9090		11.9917		0
		04		2011		11.4389		10.9090		0
		05		2020		16.7037		21.5758		0
		05		2019		12.9485		16.7037		0
		05		2018		13.5515		12.9485		0
		05		2017		10.4037		13.5515		0
		05		2016		16.9954		10.4037		0
		05		2015		16.9909		16.9954		0
		05		2014		15.8610		16.9909		0
		05		2013		11.9441		15.8610		0
		05		2012		10.8713		11.9441		0
		05		2011		11.4051		10.8713		0
		06		2020		16.6117		21.4250		0
		06		2019		12.8964		16.6117		0
		06		2018		13.5173		12.8964		0
		06		2017		10.3930		13.5173		0
		06		2016		16.7167		10.3930		0
		06		2015		16.7379		16.7167		0
		06		2014		15.6488		16.7379		0
		06		2013		11.8023		15.6488		0
		06		2012		10.7588		11.8023		0
		06		2011		11.3044		10.7588		0

277

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2020		16.5809		21.3744		0
		07		2019		12.8790		16.5809		0
		07		2018		13.5059		12.8790		0
		07		2017		10.3895		13.5059		0
		07		2016		16.6248		10.3895		0
		07		2015		16.6544		16.6248		0
		07		2014		15.5787		16.6544		0
		07		2013		11.7555		15.5787		0
		07		2012		10.7216		11.7555		0
		07		2011		11.2710		10.7216		0
		08		2020		16.4575		21.1722		0
		08		2019		12.8091		16.4575		0
		08		2018		13.4600		12.8091		0
		08		2017		10.3752		13.4600		0
		08		2016		16.2616		10.3752		0
		08		2015		16.3239		16.2616		0
		08		2014		15.3009		16.3239		0
		08		2013		11.5695		15.3009		0
		08		2012		10.5737		11.5695		0
		08		2011		11.1383		10.5737		0
CTIVP - Loomis Sayles Growth Fund, Class 2		01		2020		16.8298		21.7840		222,078
		01		2019		13.0189		16.8298		282,330
		01		2018		13.5986		13.0189		333,372
		01		2017		10.4197		13.5986		400,711
		01		2016		15.6245		10.4197		600,241
		01		2015		15.5937		15.6245		453,839
		01		2014		14.5240		15.5937		551,369
		01		2013		10.9138		14.5240		608,426
		01		2012		9.9163		10.9138		775,956
		01		2011		10.3762		9.9163		828,625
		02		2020		16.7059		21.5802		102,696
		02		2019		12.9490		16.7059		120,685
		02		2018		13.5528		12.9490		138,707
		02		2017		10.4054		13.5528		160,033
		02		2016		15.3460		10.4054		194,826
		02		2015		15.3470		15.3460		170,122
		02		2014		14.3233		15.3470		222,881
		02		2013		10.7850		14.3233		256,751
		02		2012		9.8193		10.7850		388,307
		02		2011		10.2956		9.8193		419,009
		03		2020		16.6750		21.5294		5,471
		03		2019		12.9315		16.6750		5,803
		03		2018		13.5414		12.9315		6,129
		03		2017		10.4019		13.5414		6,269
		03		2016		15.2774		10.4019		7,329
		03		2015		15.2861		15.2774		4,817
		03		2014		14.2738		15.2861		4,899
		03		2013		10.7531		14.2738		5,210
		03		2012		9.7953		10.7531		3,268
		03		2011		10.2756		9.7953		4,033

278

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2020		16.5825		21.3777		78,259
		04		2019		12.8792		16.5825		91,782
		04		2018		13.5071		12.8792		116,146
		04		2017		10.3912		13.5071		108,603
		04		2016		15.0719		10.3912		132,108
		04		2015		15.1037		15.0719		111,387
		04		2014		14.1250		15.1037		125,221
		04		2013		10.6574		14.1250		117,992
		04		2012		9.7231		10.6574		139,469
		04		2011		10.2155		9.7231		233,021
		05		2020		16.5510		21.3259		0
		05		2019		12.8614		16.5510		0
		05		2018		13.4955		12.8614		0
		05		2017		10.3876		13.4955		0
		05		2016		15.0040		10.3876		0
		05		2015		15.0434		15.0040		0
		05		2014		14.0758		15.0434		0
		05		2013		10.6257		14.0758		0
		05		2012		9.6991		10.6257		0
		05		2011		10.1955		9.6991		0
		06		2020		16.4598		21.1768		0
		06		2019		13.8097		16.4598		0
		06		2018		13.4615		12.8097		0
		06		2017		10.3770		13.4615		0
		06		2016		14.8023		10.3770		2,351
		06		2015		14.8639		14.8023		2,114
		06		2014		13.9292		14.8639		5,127
		06		2013		10.5311		13.9292		9,919
		06		2012		9.6276		10.5311		2,528
		06		2011		10.1358		9.6276		8,109
		07		2020		16.4293		21.1268		0
		07		2019		12.7924		16.4293		0
		07		2018		13.4501		12.7924		0
		07		2017		10.3734		13.4501		0
		07		2016		14.7357		10.3734		0
		07		2015		14.8045		14.7357		0
		07		2014		13.8807		14.8045		0
		07		2013		10.4998		13.8807		0
		07		2012		9.6039		10.4998		2,569
		07		2011		10.1160		9.6039		7,366
		08		2020		16.3070		20.9271		0
		08		2019		12.7229		16.3070		0
		08		2018		13.4045		12.7229		0
		08		2017		10.3592		13.4045		0
		08		2016		14.4716		10.3592		0
		08		2015		14.5690		14.4716		0
		08		2014		13.6878		14.5690		0
		08		2013		10.3751		13.6878		0
		08		2012		9.5094		10.3751		0
		08		2011		10.0370		9.5094		0

279

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
Columbia Variable Portfolio - Small Cap Value Fund, Class 2		01		2020		22.5273		24.0595		817
		01		2019		18.9315		22.5273		847
		01		2018		23.5240		18.9315		882
		01		2017		20.9828		23.5240		583
		01		2016		16.0724		20.9828		563
		01		2015		17.4442		16.0724		768
		01		2014		17.2118		17.4442		757
		01		2013		13.0561		17.2118		751
		01		2012		11.9333		13.0561		862
		01		2011		12.9257		11.9333		851
		02		2020		21.8607		23.3007		0
		02		2019		18.4082		21.8607		0
		02		2018		22.9200		18.4082		0
		02		2017		20.4850		22.9200		635
		02		2016		15.7231		20.4850		636
		02		2015		17.0999		15.7231		321
		02		2014		16.9065		17.0999		320
		02		2013		12.8506		16.9065		320
		02		2012		11.7696		12.8506		320
		02		2011		12.7743		11.7696		320
		03		2020		21.6975		23.1150		0
		03		2019		18.2799		21.6975		0
		03		2018		22.7718		18.2799		0
		03		2017		20.3628		22.7718		0
		03		2016		15.6372		20.3628		0
		03		2015		17.0151		15.6372		0
		03		2014		16.8312		17.0151		0
		03		2013		12.7999		16.8312		0
		03		2012		11.7291		12.7999		0
		03		2011		12.7368		11.7291		0
		04		2020		21.2125		22.5643		0
		04		2019		17.8983		21.2125		0
		04		2018		22.3303		17.8983		0
		04		2017		19.9982		22.3303		0
		04		2016		15.3808		19.9982		0
		04		2015		16.7617		15.3808		0
		04		2014		16.6060		16.7617		0
		04		2013		12.6480		16.6060		0
		04		2012		11.6078		12.6480		0
		04		2011		12.6244		11.6078		0
		05		2020		21.0522		22.3820		0
		05		2019		17.7723		21.0522		0
		05		2018		22.1847		17.7723		0
		05		2017		19.8781		22.1847		0
		05		2016		15.2962		19.8781		0
		05		2015		16.6781		15.2962		0
		05		2014		16.5316		16.6781		0
		05		2013		12.5978		16.5316		0
		05		2012		11.5676		12.5978		0
		05		2011		12.5871		11.5676		0

280

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2020		20.5824		21.8498		0
		06		2019		17.4016		20.5824		0
		06		2018		21.7547		17.4016		0
		06		2017		19.5220		21.7547		0
		06		2016		15.0453		19.5220		0
		06		2015		16.4297		15.0453		0
		06		2014		16.3104		16.4297		0
		06		2013		12.4482		16.3104		0
		06		2012		11.4479		12.4482		0
		06		2011		12.4759		11.4479		0
		07		2020		20.4279		21.6748		0
		07		2019		17.2797		20.4279		0
		07		2018		21.6132		17.2797		0
		07		2017		19.4048		21.6132		0
		07		2016		14.9626		19.4048		0
		07		2015		16.3477		14.9626		0
		07		2014		16.2373		16.3477		0
		07		2013		12.3988		16.2373		0
		07		2012		11.4083		12.3988		0
		07		2011		12.4391		11.4083		0
		08		2020		19.8194		20.9865		0
		08		2019		16.7991		19.8194		0
		08		2018		21.0550		16.7991		0
		08		2017		18.9420		21.0550		0
		08		2016		14.6357		18.9420		0
		08		2015		16.0233		14.6357		0
		08		2014		15.9478		16.0233		0
		08		2013		12.2026		15.9478		0
		08		2012		11.2510		12.2026		0
		08		2011		12.2926		11.2510		0
Columbia Variable Portfolio - Large Cap Growth Fund, Class 1		01		2020		16.6283		22.0348		1,664
		01		2019		12.4402		16.6283		2,095
		01		2018		13.1681		12.4402		2,348
		01		2017		10.4482		13.1681		2,478
		01		2016		17.7677		10.4482		2,835
		01		2015		17.7915		17.7677		2,477
		01		2014		16.5870		17.7915		2,621
		01		2013		11.8408		16.5870		2,840
		01		2012		10.8099		11.8408		3,484
		01		2011		12.4799		10.8099		3,532
		02		2020		16.5058		21.8286		637
		02		2019		12.3734		16.5058		818
		02		2018		13.1238		12.3734		982
		02		2017		10.4339		13.1238		1,116
		02		2016		17.3815		10.4339		1,364
		02		2015		17.4403		17.3815		0
		02		2014		16.2928		17.4403		0
		02		2013		11.6544		16.2928		0
		02		2012		10.6616		11.6544		0
		02		2011		12.3337		10.6616		0

281

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2020		16.4752		21.7772		0
		03		2019		12.3567		16.4752		0
		03		2018		13.1127		12.3567		0
		03		2017		10.4303		13.1127		0
		03		2016		17.2867		10.4303		0
		03		2015		17.3540		17.2867		0
		03		2014		16.2203		17.3540		0
		03		2013		11.6084		16.2203		0
		03		2012		10.6250		11.6084		0
		03		2011		12.2975		10.6250		0
		04		2020		16.3839		21.6238		0
		04		2019		12.3067		16.3839		0
		04		2018		13.0795		12.3067		0
		04		2017		10.4196		13.0795		0
		04		2016		17.0031		10.4196		0
		04		2015		17.0955		17.0031		0
		04		2014		16.0032		17.0955		0
		04		2013		11.4706		16.0032		0
		04		2012		10.5150		11.4706		0
		04		2011		12.1890		10.5150		0
		05		2020		16.3527		21.5714		0
		05		2019		12.2897		16.3527		0
		05		2018		13.0683		12.2897		0
		05		2017		10.4161		13.0683		0
		05		2016		16.9096		10.4161		0
		05		2015		17.0101		16.9096		0
		05		2014		15.9315		17.0101		0
		05		2013		11.4250		15.9315		0
		05		2012		10.4786		11.4250		0
		05		2011		12.1530		10.4786		0
		06		2020		16.2627		21.4205		0
		06		2019		12.2403		16.2627		0
		06		2018		13.0353		12.2403		0
		06		2017		10.4054		13.0353		0
		06		2016		16.6322		10.4054		0
		06		2015		16.7568		16.6322		0
		06		2014		15.7183		16.7568		0
		06		2013		11.2894		15.7183		0
		06		2012		10.3702		11.2894		0
		06		2011		12.0456		10.3702		0
		07		2020		16.2325		21.3700		0
		07		2019		12.2237		16.2325		0
		07		2018		13.0243		12.2237		0
		07		2017		10.4018		13.0243		0
		07		2016		16.5408		10.4018		0
		07		2015		16.6732		16.5408		0
		07		2014		15.6479		16.6732		0
		07		2013		11.2446		15.6479		0
		07		2012		10.3343		11.2446		0
		07		2011		12.0101		10.3343		0

282

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2020		16.1117		21.1679		0
		08		2019		12.1574		16.1117		0
		08		2018		12.9801		12.1574		0
		08		2017		10.3875		12.9801		0
		08		2016		16.1794		10.3875		0
		08		2015		16.3423		16.1794		0
		08		2014		15.3688		16.3423		0
		08		2013		11.0667		15.3688		0
		08		2012		10.1918		11.0667		0
		08		2011		11.8686		10.1918		0
Columbia Variable Portfolio - Large Cap Growth Fund, Class 2		01		2020		16.4861		21.7937		884,523
		01		2019		12.3673		16.4861		1,133,617
		01		2018		13.1180		12.3673		1,395,430
		01		2017		10.4325		13.1180		1,678,798
		01		2016		13.5703		10.4325		2,118,671
		01		2015		13.6264		13.5703		1,764,091
		01		2014		12.7317		13.6264		2,109,072
		01		2013		9.1163		12.7317		2,671,400
		01		2012		8.3422		9.1163		3,730,171
		01		2011		9.6511		8.3422		4,360,227
		02		2020		16.3647		21.5898		502,502
		02		2019		12.3008		16.3647		674,547
		02		2018		13.0739		12.3008		838,835
		02		2017		10.4183		13.0739		1,001,209
		02		2016		13.3283		10.4183		1,259,112
		02		2015		13.4107		13.3283		1,053,774
		02		2014		12.5557		13.4107		1,241,472
		02		2013		9.0086		12.5557		1,515,769
		02		2012		8.2606		9.0086		2,148,919
		02		2011		9.5761		8.2606		2,485,972
		03		2020		16.3344		21.5390		5,189
		03		2019		12.2842		16.3344		6,278
		03		2018		13.0629		12.2842		7,128
		03		2017		10.4148		13.0629		8,021
		03		2016		13.2687		10.4148		9,671
		03		2015		13.3575		13.2687		10,771
		03		2014		12.5123		13.3575		13,780
		03		2013		8.9820		12.5123		15,975
		03		2012		8.2404		8.9820		27,868
		03		2011		9.5575		8.2404		28,132
		04		2020		16.2438		21.3872		115,904
		04		2019		12.2345		16.2438		146,263
		04		2018		13.0298		12.2345		164,014
		04		2017		10.4040		13.0298		184,433
		04		2016		13.0902		10.4040		227,738
		04		2015		13.1981		13.0902		188,372
		04		2014		12.3819		13.1981		240,839
		04		2013		8.9020		12.3819		304,604
		04		2012		8.1796		8.9020		377,076
		04		2011		9.5015		8.1796		419,544

283

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2020		16.2129		21.3353		1,192
		05		2019		12.2176		16.2129		1,412
		05		2018		13.0186		12.2176		1,540
		05		2017		10.4005		13.0186		1,563
		05		2016		13.0313		10.4005		1,712
		05		2015		13.1453		13.0313		1,287
		05		2014		12.3387		13.1453		1,338
		05		2013		8.8755		12.3387		1,428
		05		2012		8.1594		8.8755		1,728
		05		2011		9.4829		8.1594		1,731
		06		2020		16.1236		21.1861		0
		06		2019		12.1685		16.1236		0
		06		2018		12.9857		12.1685		0
		06		2017		10.3898		12.9857		0
		06		2016		12.8560		10.3898		0
		06		2015		12.9884		12.8560		0
		06		2014		12.2101		12.9884		273
		06		2013		8.7965		12.2101		0
		06		2012		8.0992		8.7965		0
		06		2011		9.4274		8.0992		369
		07		2020		16.0937		21.1362		0
		07		2019		12.1520		16.0937		0
		07		2018		12.9747		12.1520		0
		07		2017		10.3862		12.9747		0
		07		2016		12.7981		10.3862		0
		07		2015		12.9365		12.7981		0
		07		2014		12.1676		12.9365		0
		07		2013		8.7703		12.1676		701
		07		2012		8.0793		8.7703		858
		07		2011		9.4090		8.0793		829
		08		2020		15.9739		20.9363		0
		08		2019		12.0861		15.9739		0
		08		2018		12.9307		12.0861		0
		08		2017		10.3720		12.9307		0
		08		2016		12.5686		10.3720		0
		08		2015		12.7307		12.5686		0
		08		2014		11.9985		12.7307		0
		08		2013		8.6662		11.9985		0
		08		2012		7.9998		8.6662		0
		08		2011		9.3355		7.9998		0

284

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
Columbia Variable Portfolio -Overseas Core Fund, Class 2		01		2020		12.2154		13.0742		124,513
		01		2019		9.9240		12.2154		134,438
		01		2018		12.1306		9.9240		152,877
		01		2017		9.6972		12.1306		153,363
		01		2016		13.5693		9.6972		178,254
		01		2015		13.8014		13.5693		140,587
		01		2014		14.7861		13.8014		164,942
		01		2013		12.4873		14.7861		181,204
		01		2012		10.7955		12.4873		210,255
		01		2011		13.0960		10.7955		273,037
		02		2020		12.1254		12.9518		36,645
		02		2019		9.8707		12.1254		41,355
		02		2018		12.0897		9.8707		47,012
		02		2017		9.6839		12.0897		45,011
		02		2016		13.2744		9.6839		61,156
		02		2015		13.5289		13.2744		51,461
		02		2014		14.5238		13.5289		61,835
		02		2013		12.2907		14.5238		98,241
		02		2012		10.6474		12.2907		129,882
		02		2011		12.9426		10.6474		159,508
		03		2020		12.1030		12.9213		0
		03		2019		9.8573		12.1030		0
		03		2018		12.0795		9.8573		0
		03		2017		9.6806		12.0795		0
		03		2016		13.2019		9.6806		0
		03		2015		13.4619		13.2019		0
		03		2014		14.4592		13.4619		0
		03		2013		12.2422		14.4592		0
		03		2012		10.6108		12.2422		0
		03		2011		12.9047		10.6108		0
		04		2020		12.0359		12.8302		10,301
		04		2019		9.8714		12.0359		11,354
		04		2018		12.0489		9.8174		14,216
		04		2017		9.6707		12.0489		16,285
		04		2016		12.9854		9.6707		18,142
		04		2015		13.2614		12.9854		21,595
		04		2014		14.2657		13.2614		24,479
		04		2013		12.0969		14.2657		27,750
		04		2012		10.5010		12.0969		37,352
		04		2011		12.7908		10.5010		43,912
		05		2020		12.0129		12.7991		1,986
		05		2019		9.8039		12.0129		1,901
		05		2018		12.0386		9.8039		1,947
		05		2017		9.6674		12.0386		1,732
		05		2016		12.9140		9.6674		1,883
		05		2015		13.1952		12.9140		1,296
		05		2014		14.2018		13.1952		1,333
		05		2013		12.0489		14.2018		1,256
		05		2012		10.4647		12.0489		1,279
		05		2011		12.7530		10.4647		1,354

285

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2020		11.9468		12.7096		0
		06		2019		9.7644		11.9468		0
		06		2018		12.0082		9.7644		0
		06		2017		9.6574		12.0082		0
		06		2016		12.7021		9.6574		0
		06		2015		12.9987		12.7021		0
		06		2014		14.0117		12.9987		0
		06		2013		11.9059		14.0117		0
		06		2012		10.3564		11.9059		0
		06		2011		12.6404		10.3564		0
		07		2020		11.9246		12.6796		0
		07		2019		9.7512		11.9246		0
		07		2018		11.9980		9.7512		0
		07		2017		9.6541		11.9980		0
		07		2016		12.6323		9.6541		0
		07		2015		12.9338		12.6323		0
		07		2014		13.9489		12.9338		0
		07		2013		11.8586		13.9489		0
		07		2012		10.3206		11.8586		0
		07		2011		12.6031		10.3206		0
		08		2020		11.8358		12.5596		0
		08		2019		9.6983		11.8358		0
		08		2018		11.9573		9.6983		0
		08		2017		9.6409		11.9573		0
		08		2016		12.3563		9.6409		0
		08		2015		12.6771		12.3563		0
		08		2014		13.7002		12.6771		0
		08		2013		11.6709		13.7002		0
		08		2012		10.1782		11.6709		0
		08		2011		12.4547		10.1782		0
Fidelity Balanced Portfolio, Service Class 2		01		2020		20.2044		24.2680		1,218,006
		01		2019		16.5510		20.2044		1,361,629
		01		2018		17.6115		16.5510		1,449,358
		01		2017		15.4203		17.6115		1,571,082
		01		2016		14.6561		15.4203		1,513,637
		01		2015		14.8485		14.6561		1,713,093
		01		2014		13.7227		14.8485		1,751,908
		01		2013		11.6973		13.7227		1,716,530
		01		2012		10.3593		11.6973		1,710,308
		01		2011		10.9517		10.3593		1,790,461
		02		2020		19.6849		23.5966		229,730
		02		2019		16.1578		19.6849		216,309
		02		2018		17.2279		16.1578		231,756
		02		2017		15.1146		17.2279		288,957
		02		2016		14.3949		15.1146		297,919
		02		2015		14.6135		14.3949		313,939
		02		2014		13.5331		14.6135		325,716
		02		2013		11.5592		13.5331		330,934
		02		2012		10.2579		11.5592		389,406
		02		2011		10.8666		10.2579		507,476

286

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2020		19.5573		23.4319		0
		03		2019		16.0611		19.5573		0
		03		2018		17.1335		16.0611		0
		03		2017		15.0394		17.1335		2,426
		03		2016		14.3305		15.0394		4,910
		03		2015		14.5556		14.3305		6,238
		03		2014		13.4863		14.5556		7,556
		03		2013		11.5250		13.4863		19,432
		03		2012		10.2328		11.5250		22,146
		03		2011		10.8455		10.2328		22,292
		04		2020		19.1777		22.9424		145,835
		04		2019		15.7731		19.1777		154,266
		04		2018		16.8518		15.7731		173,241
		04		2017		14.8145		16.8518		216,860
		04		2016		14.1378		14.8145		206,494
		04		2015		14.3819		14.1378		210,917
		04		2014		13.3458		14.3819		200,074
		04		2013		11.4225		13.3458		239,994
		04		2012		10.1574		11.4225		297,082
		04		2011		10.7821		10.1574		254,298
		05		2020		19.0518		22.7798		0
		05		2019		15.6777		19.0518		0
		05		2018		16.7587		15.6777		0
		05		2017		14.7402		16.7587		0
		05		2016		14.0742		14.7402		0
		05		2015		14.3244		14.0742		0
		05		2014		13.2993		14.3244		0
		05		2013		11.3885		13.2993		0
		05		2012		10.1324		11.3885		0
		05		2011		10.7610		10.1324		0
		06		2020		18.6826		22.3051		1,906
		06		2019		15.3970		18.6826		2,297
		06		2018		16.4832		15.3970		2,650
		06		2017		14.5197		16.4832		3,012
		06		2016		13.8849		14.5197		3,378
		06		2015		14.1535		13.8849		3,478
		06		2014		13.1607		14.1535		4,159
		06		2013		11.2871		13.1607		4,398
		06		2012		10.0577		11.2871		0
		06		2011		10.6980		10.0577		0
		07		2020		18.5609		22.1486		4,821
		07		2019		15.3043		18.5609		0
		07		2018		16.3924		15.3043		0
		07		2017		14.4470		16.3924		0
		07		2016		13.8224		14.4470		0
		07		2015		14.0970		13.8224		0
		07		2014		13.1149		14.0970		0
		07		2013		11.2535		13.1149		0
		07		2012		10.0329		11.2535		0
		07		2011		10.6771		10.0329		0

287

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2020		18.0804		21.5314		0
		08		2019		14.9384		18.0804		0
		08		2018		16.0332		14.9384		0
		08		2017		14.1590		16.0332		0
		08		2016		13.5747		14.1590		0
		08		2015		13.8727		13.5747		0
		08		2014		12.9327		13.8727		0
		08		2013		11.1200		12.9327		0
		08		2012		9.9342		11.1200		0
		08		2011		10.5938		9.9342		0
Fidelity Contrafund Portfolio, Service Class 2		01		2020		23.3780		29.9441		1,641,199
		01		2019		18.1063		23.3780		2,065,844
		01		2018		19.7204		18.1063		2,447,540
		01		2017		16.4897		19.7204		2,770,143
		01		2016		15.5633		16.4897		3,286,876
		01		2015		15.7589		15.5633		3,717,000
		01		2014		14.3508		15.7589		4,355,740
		01		2013		11.1425		14.3508		5,443,985
		01		2012		9.7557		11.1425		7,125,305
		01		2011		10.2031		9.7557		8,183,461
		02		2020		22.8240		29.1758		595,724
		02		2019		17.7127		22.8240		735,633
		02		2018		19.3306		17.7127		861,466
		02		2017		16.1963		19.3306		1,003,057
		02		2016		15.3175		16.1963		1,264,678
		02		2015		15.5417		15.3175		1,404,433
		02		2014		14.1818		15.5417		1,601,843
		02		2013		11.0337		14.1818		1,980,421
		02		2012		9.6803		11.0337		2,628,053
		02		2011		10.1448		9.6803		2,983,137
		03		2020		22.6879		28.9872		7,538
		03		2019		17.6159		22.6879		11,536
		03		2018		19.2347		17.6159		12,685
		03		2017		16.1241		19.2347		15,122
		03		2016		15.2569		16.1241		19,210
		03		2015		15.4880		15.2569		25,924
		03		2014		14.1400		15.4880		27,857
		03		2013		11.0068		14.1400		35,649
		03		2012		9.6616		11.0068		55,472
		03		2011		10.1303		9.6616		63,983
		04		2020		22.2822		28.4259		162,697
		04		2019		17.3270		22.2822		206,271
		04		2018		18.9480		17.3270		248,861
		04		2017		15.9077		18.9480		272,446
		04		2016		15.0753		15.9077		313,428
		04		2015		15.3271		15.0753		357,388
		04		2014		14.0145		15.3271		400,419
		04		2013		10.9258		14.0145		512,584
		04		2012		9.6053		10.9258		574,326
		04		2011		10.0868		9.6053		686,154

288

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2020		22.1474		28.2391		4,109
		05		2019		17.2311		22.1474		4,392
		05		2018		18.8531		17.2311		4,643
		05		2017		15.8362		18.8531		4,965
		05		2016		15.0152		15.8362		5,277
		05		2015		15.2738		15.0152		5,638
		05		2014		13.9730		15.2738		4,687
		05		2013		10.8990		13.9730		0
		05		2012		9.5866		10.8990		0
		05		2011		10.0723		9.5866		0
		06		2020		21.7521		27.6937		1,756
		06		2019		16.9489		21.7521		13,806
		06		2018		18.5722		16.9489		14,380
		06		2017		15.6236		18.5722		14,388
		06		2016		14.8364		15.6236		14,720
		06		2015		15.1151		14.8364		14,727
		06		2014		13.8490		15.1151		11,299
		06		2013		10.8188		13.8490		12,811
		06		2012		9.5308		10.8188		5,128
		06		2011		10.0289		9.5308		3,228
		07		2020		21.6215		27.5135		0
		07		2019		16.8556		21.6215		0
		07		2018		18.4793		16.8556		0
		07		2017		15.5533		18.4793		0
		07		2016		14.7772		15.5533		0
		07		2015		15.0625		14.7772		0
		07		2014		13.8078		15.0625		0
		07		2013		10.7922		13.8078		0
		07		2012		9.5122		10.7922		134
		07		2011		10.0145		9.5122		139
		08		2020		21.1057		26.8026		0
		08		2019		16.4869		21.1057		0
		08		2018		18.1120		16.4869		0
		08		2017		15.2751		18.1120		0
		08		2016		14.5426		15.2751		0
		08		2015		14.8538		14.5426		0
		08		2014		13.6444		14.8538		0
		08		2013		10.6863		13.6444		0
		08		2012		9.4383		10.6863		0
		08		2011		9.9570		9.4383		0
Fidelity Freedom 2010 Portfolio, Service Class 2		01		2020		17.3768		19.1820		20,844
		01		2019		15.2634		17.3768		33,265
		01		2018		16.2111		15.2634		45,617
		01		2017		14.6118		16.2111		59,320
		01		2016		14.1185		14.6118		57,012
		01		2015		14.4318		14.1185		44,200
		01		2014		14.0810		14.4318		51,618
		01		2013		12.6481		14.0810		68,133
		01		2012		11.5263		12.6481		76,848
		01		2011		11.7695		11.5263		83,847

289

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2020		16.8838		18.6004		52,255
		02		2019		14.8602		16.8838		55,312
		02		2018		15.8146		14.8602		66,196
		02		2017		14.2831		15.8146		67,303
		02		2016		13.8290		14.2831		87,160
		02		2015		14.1648		13.8290		106,809
		02		2014		13.8486		14.1648		112,795
		02		2013		12.4647		13.8486		116,427
		02		2012		11.3824		12.4647		179,516
		02		2011		11.6463		11.3824		161,253
		03		2020		16.7630		18.4580		0
		03		2019		14.7613		16.7630		0
		03		2018		15.7173		14.7613		0
		03		2017		14.2023		15.7173		0
		03		2016		13.7578		14.2023		0
		03		2015		14.0990		13.7578		0
		03		2014		13.7913		14.0990		0
		03		2013		12.4194		13.7913		0
		03		2012		11.3468		12.4194		0
		03		2011		11.6157		11.3468		0
		04		2020		16.4037		18.0352		4,903
		04		2019		14.4667		16.4037		0
		04		2018		15.4271		14.4667		0
		04		2017		13.9611		15.4271		0
		04		2016		13.5449		13.9611		0
		04		2015		13.9021		13.5449		0
		04		2014		13.6195		13.9021		0
		04		2013		12.2835		13.6195		635
		04		2012		11.2400		12.2835		13,210
		04		2011		11.5240		11.2400		14,209
		05		2020		16.2849		17.8952		0
		05		2019		14.3694		16.2849		0
		05		2018		15.3313		14.3694		0
		05		2017		13.8816		15.3313		0
		05		2016		13.4747		13.8816		0
		05		2015		13.8371		13.4747		0
		05		2014		13.5628		13.8371		0
		05		2013		12.2386		13.5628		0
		05		2012		11.2047		12.2386		0
		05		2011		11.4936		11.2047		0
		06		2020		15.9366		17.4862		0
		06		2019		14.0831		15.9366		0
		06		2018		15.0484		14.0831		0
		06		2017		13.6459		15.0484		0
		06		2016		13.2662		13.6459		0
		06		2015		13.6439		13.2662		0
		06		2014		13.3939		13.6439		0
		06		2013		12.1048		13.3939		0
		06		2012		11.0992		12.1048		781
		06		2011		11.4029		11.0992		1,428

290

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2020		15.8219		17.3516		0
		07		2019		13.9887		15.8219		0
		07		2018		14.9552		13.9887		0
		07		2017		13.5682		14.9552		0
		07		2016		13.1974		13.5682		0
		07		2015		13.5801		13.1974		0
		07		2014		13.3381		13.5801		0
		07		2013		12.0605		13.3381		0
		07		2012		11.0643		12.0605		0
		07		2011		11.3728		11.0643		0
		08		2020		15.3700		16.8218		0
		08		2019		13.6168		15.3700		0
		08		2018		14.5873		13.6168		0
		08		2017		13.2613		14.5873		0
		08		2016		12.9253		13.2613		0
		08		2015		13.3273		12.9253		0
		08		2014		13.1167		13.3273		0
		08		2013		11.8846		13.1167		0
		08		2012		10.9254		11.8846		0
		08		2011		11.2530		10.9254		0
Fidelity Freedom 2015 Portfolio, Service Class 2		01		2020		18.2364		20.3686		225,782
		01		2019		15.7166		18.2364		255,243
		01		2018		16.8721		15.7166		288,981
		01		2017		14.9423		16.8721		306,270
		01		2016		14.3904		14.9423		341,303
		01		2015		14.7062		14.3904		382,791
		01		2014		14.3152		14.7062		401,094
		01		2013		12.7562		14.3152		529,421
		01		2012		11.5915		12.7562		609,978
		01		2011		11.8467		11.5915		718,756
		02		2020		17.7190		19.7510		115,415
		02		2019		15.3013		17.7190		111,912
		02		2018		16.4595		15.3013		117,854
		02		2017		14.6061		16.4595		137,539
		02		2016		14.0953		14.6061		147,370
		02		2015		14.4341		14.0953		159,508
		02		2014		14.0789		14.4341		203,357
		02		2013		12.5712		14.0789		223,449
		02		2012		11.4468		12.5712		279,346
		02		2011		11.7226		11.4468		253,283
		03		2020		17.5923		19.5998		2,413
		03		2019		15.1995		17.5923		2,413
		03		2018		16.3582		15.1995		2,413
		03		2017		14.5236		16.3582		2,415
		03		2016		14.0227		14.5236		2,416
		03		2015		14.3671		14.0227		2,417
		03		2014		14.0207		14.3671		2,419
		03		2013		12.5255		14.0207		9,124
		03		2012		11.4110		12.5255		10,608
		03		2011		11.6919		11.4110		10,812

291

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2020		17.2152		19.1508		75,497
		04		2019		14.8962		17.2152		74,976
		04		2018		16.0561		14.8962		77,284
		04		2017		14.2769		16.0561		79,686
		04		2016		13.8057		14.2769		109,689
		04		2015		14.1664		13.8057		123,086
		04		2014		13.8461		14.1664		144,899
		04		2013		12.3885		13.8461		185,794
		04		2012		11.3036		12.3885		219,748
		04		2011		11.5995		11.3036		262,917
		05		2020		17.0905		19.0021		0
		05		2019		14.7960		17.0905		0
		05		2018		15.9565		14.7960		0
		05		2017		14.1956		15.9565		0
		05		2016		13.7341		14.1956		0
		05		2015		14.1001		13.7341		0
		05		2014		13.7884		14.1001		0
		05		2013		12.3432		13.7884		0
		05		2012		11.2680		12.3432		0
		05		2011		11.5689		11.2680		0
		06		2020		16.7250		18.5679		0
		06		2019		14.5012		16.7250		0
		06		2018		15.6620		14.5012		0
		06		2017		13.9546		15.6620		5,295
		06		2016		13.5217		13.9546		5,743
		06		2015		13.9033		13.5217		6,235
		06		2014		13.6167		13.9033		6,719
		06		2013		12.2082		13.6167		7,210
		06		2012		11.1620		12.2082		7,735
		06		2011		11.4776		11.1620		8,307
		07		2020		16.6045		18.4249		0
		07		2019		14.4040		16.6045		0
		07		2018		15.5650		14.4040		0
		07		2017		13.8751		15.5650		0
		07		2016		13.4515		13.8751		0
		07		2015		13.8382		13.4515		0
		07		2014		13.5599		13.8382		0
		07		2013		12.1635		13.5599		0
		07		2012		11.1268		12.1635		0
		07		2011		11.4473		11.1268		0
		08		2020		16.1303		17.8623		0
		08		2019		14.0210		16.1303		0
		08		2018		15.1821		14.0210		0
		08		2017		13.5612		15.1821		0
		08		2016		13.1742		13.5612		0
		08		2015		13.5807		13.1742		0
		08		2014		13.3349		13.5807		0
		08		2013		11.9861		13.3349		0
		08		2012		10.9872		11.9861		0
		08		2011		11.3268		10.9872		0

292

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
Fidelity Freedom 2020 Portfolio, Service Class 2		01		2020		18.6625		21.0567		305,934
		01		2019		15.8282		18.6625		329,301
		01		2018		17.1360		15.8282		352,150
		01		2017		14.9853		17.1360		384,849
		01		2016		14.4010		14.9853		489,546
		01		2015		14.7101		14.4010		540,700
		01		2014		14.2998		14.7101		604,502
		01		2013		12.5737		14.2998		720,947
		01		2012		11.3077		12.5737		720,320
		01		2011		11.6416		11.3077		844,452
		02		2020		18.1330		20.4182		148,539
		02		2019		15.4099		18.1330		159,072
		02		2018		16.7169		15.4099		173,908
		02		2017		14.6481		16.7169		219,191
		02		2016		14.1057		14.6481		228,717
		02		2015		14.4378		14.1057		248,924
		02		2014		14.0637		14.4378		269,876
		02		2013		12.3914		14.0637		340,849
		02		2012		11.1666		12.3914		439,967
		02		2011		11.5196		11.1666		523,182
		03		2020		18.0032		20.2619		3,550
		03		2019		15.3074		18.0032		3,550
		03		2018		16.6140		15.3074		3,550
		03		2017		14.5653		16.6140		3,552
		03		2016		14.0331		14.5653		3,554
		03		2015		14.3708		14.0331		3,556
		03		2014		14.0055		14.3708		3,557
		03		2013		12.3463		14.0055		7,248
		03		2012		11.1316		12.3463		7,290
		03		2011		11.4894		11.1316		7,333
		04		2020		17.6175		19.7978		50,837
		04		2019		15.0020		17.6175		53,287
		04		2018		16.3072		15.0020		55,243
		04		2017		14.3179		16.3072		68,576
		04		2016		13.8159		14.3179		77,655
		04		2015		14.1701		13.8159		96,933
		04		2014		13.8311		14.1701		145,365
		04		2013		12.2113		13.8311		153,112
		04		2012		11.0269		12.2113		190,004
		04		2011		11.3987		11.0269		197,431
		05		2020		17.4898		19.6441		0
		05		2019		14.9010		17.4898		0
		05		2018		16.2060		14.9010		0
		05		2017		14.2364		16.2060		0
		05		2016		13.7443		14.2364		0
		05		2015		14.1038		13.7443		0
		05		2014		13.7735		14.1038		0
		05		2013		12.1666		13.7735		0
		05		2012		10.9922		12.1666		0
		05		2011		11.3687		10.9922		0

293

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2020		17.1157		19.1951		0
		06		2019		14.6041		17.1157		0
		06		2018		15.9069		14.6041		0
		06		2017		13.9947		15.9069		0
		06		2016		13.5316		13.9947		0
		06		2015		13.9069		13.5316		0
		06		2014		13.6020		13.9069		0
		06		2013		12.0336		13.6020		0
		06		2012		10.8887		12.0336		0
		06		2011		11.2789		10.8887		0
		07		2020		16.9925		19.0473		0
		07		2019		14.5062		16.9925		0
		07		2018		15.8084		14.5062		0
		07		2017		13.9150		15.8084		0
		07		2016		13.4614		13.9150		0
		07		2015		13.8418		13.4614		0
		07		2014		13.5453		13.8418		0
		07		2013		11.9895		13.5453		0
		07		2012		10.8545		11.9895		0
		07		2011		11.2491		10.8545		0
		08		2020		16.5072		18.4657		0
		08		2019		14.1205		16.5072		0
		08		2018		15.4195		14.1205		0
		08		2017		13.6002		15.4195		0
		08		2016		13.1839		13.6002		0
		08		2015		13.5843		13.1839		0
		08		2014		13.3205		13.5843		0
		08		2013		11.8147		13.3205		0
		08		2012		10.7182		11.8147		0
		08		2011		11.1306		10.7182		0
Fidelity Mid Cap Portfolio, Service Class 2		01		2020		21.2828		24.6717		949,152
		01		2019		17.5679		21.2828		1,131,245
		01		2018		20.9599		17.5679		1,305,623
		01		2017		17.6790		20.9599		1,402,743
		01		2016		16.0606		17.6790		1,699,103
		01		2015		16.6004		16.0606		2,057,540
		01		2014		15.9187		16.6004		2,392,776
		01		2013		11.9126		15.9187		2,953,402
		01		2012		10.5737		11.9126		3,926,685
		01		2011		12.0596		10.5737		4,711,106
		02		2020		20.7356		23.9891		516,177
		02		2019		17.1505		20.7356		599,268
		02		2018		20.5032		17.1505		718,095
		02		2017		17.3285		20.5032		790,854
		02		2016		15.7743		17.3285		949,439
		02		2015		16.3377		15.7743		1,135,419
		02		2014		15.6988		16.3377		1,300,046
		02		2013		11.7720		15.6988		1,499,832
		02		2012		10.4702		11.7720		1,912,828
		02		2011		11.9659		10.4702		2,259,798

294

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2020		20.6012		23.8216		11,039
		03		2019		17.0480		20.6012		11,719
		03		2018		20.3910		17.0480		12,386
		03		2017		17.2423		20.3910		12,281
		03		2016		15.7038		17.2423		13,591
		03		2015		16.2730		15.7038		19,451
		03		2014		15.6445		16.2730		23,019
		03		2013		11.7372		15.6445		26,097
		03		2012		10.4447		11.7372		36,815
		03		2011		11.9427		10.4447		44,656
		04		2020		20.2013		23.3239		137,380
		04		2019		16.7422		20.2013		154,801
		04		2018		20.0556		16.7422		180,238
		04		2017		16.9844		20.0556		196,875
		04		2016		15.4926		16.9844		230,563
		04		2015		16.0788		15.4926		287,212
		04		2014		15.4815		16.0788		330,108
		04		2013		11.6327		15.4815		422,164
		04		2012		10.3676		11.6327		490,128
		04		2011		11.8728		10.3676		568,644
		05		2020		20.0686		23.1586		0
		05		2019		16.6410		20.0686		0
		05		2018		19.9448		16.6410		0
		05		2017		16.8992		19.9448		0
		05		2016		15.4228		16.8992		0
		05		2015		16.0145		15.4228		0
		05		2014		15.4276		16.0145		0
		05		2013		11.5981		15.4276		0
		05		2012		10.3421		11.5981		0
		05		2011		11.8496		10.3421		0
		06		2020		19.6798		22.6759		246
		06		2019		16.3429		19.6798		246
		06		2018		19.6170		16.3429		498
		06		2017		16.6464		19.6170		995
		06		2016		15.2154		16.6464		1,764
		06		2015		15.8234		15.2154		2,285
		06		2014		15.2668		15.8234		2,499
		06		2013		11.4949		15.2668		3,286
		06		2012		10.2659		11.4949		3,736
		06		2011		11.7803		10.2659		6,841
		07		2020		19.5515		22.5167		0
		07		2019		16.2446		19.5515		0
		07		2018		19.5089		16.2446		0
		07		2017		16.5630		19.5089		0
		07		2016		15.1469		16.5630		0
		07		2015		15.7602		15.1469		0
		07		2014		15.2136		15.7602		0
		07		2013		11.4607		15.2136		1,440
		07		2012		10.2406		11.4607		1,780
		07		2011		11.7572		10.2406		1,769

295

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2020		19.0454		21.8892		0
		08		2019		15.8562		19.0454		0
		08		2018		19.0814		15.8562		0
		08		2017		16.2329		19.0814		0
		08		2016		14.8755		16.2329		0
		08		2015		15.5095		14.8755		0
		08		2014		15.0023		15.5095		0
		08		2013		11.3246		15.0023		0
		08		2012		10.1399		11.3246		0
		08		2011		11.6655		10.1399		0
First Eagle Overseas Variable Fund		01		2020		15.7411		16.5424		4,135,192
		01		2019		13.6348		15.7411		4,460,703
		01		2018		15.4994		13.6348		5,195,600
		01		2017		13.7535		15.4994		5,609,277
		01		2016		13.2968		13.7535		6,490,069
		01		2015		13.2753		13.2968		7,137,034
		01		2014		13.6656		13.2753		8,471,027
		01		2013		12.2694		13.6656		9,936,587
		01		2012		10.8650		12.2694		12,104,190
		01		2011		11.7890		10.8650		13,878,387
		02		2020		15.3363		16.0847		1,459,526
		02		2019		13.3109		15.3363		1,540,147
		02		2018		15.1617		13.3109		1,727,815
		02		2017		13.4809		15.1617		1,881,506
		02		2016		13.0597		13.4809		2,244,790
		02		2015		13.0653		13.0597		2,426,235
		02		2014		13.4768		13.0653		2,792,695
		02		2013		12.1246		13.4768		3,076,351
		02		2012		10.7587		12.1246		3,611,932
		02		2011		11.6975		10.7587		4,189,409
		03		2020		15.2370		15.9724		27,510
		03		2019		13.2313		15.2370		30,943
		03		2018		15.0787		13.2313		31,775
		03		2017		13.4138		15.0787		30,812
		03		2016		13.0014		13.4138		38,208
		03		2015		13.0135		13.0014		48,698
		03		2014		13.4302		13.0135		51,985
		03		2013		12.0888		13.4302		54,237
		03		2012		10.7324		12.0888		71,015
		03		2011		11.6748		10.7324		79,029
		04		2020		14.9412		15.6387		472,294
		04		2019		12.9940		14.9412		501,263
		04		2018		14.8307		12.9940		572,223
		04		2017		13.2131		14.8307		627,961
		04		2016		12.8265		13.2131		711,914
		04		2015		12.8582		12.8265		802,388
		04		2014		13.2903		12.8582		964,791
		04		2013		11.9812		13.2903		1,163,311
		04		2012		10.6533		11.9812		1,274,187
		04		2011		11.6065		10.6533		1,447,810

296

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2020		14.8431		15.5279		3,597
		05		2019		12.9154		14.8431		3,731
		05		2018		14.7488		12.9154		3,879
		05		2017		13.1470		14.7488		4,056
		05		2016		12.7688		13.1470		4,254
		05		2015		12.8069		12.7688		4,463
		05		2014		13.2440		12.8069		4,749
		05		2013		11.9455		13.2440		6,112
		05		2012		10.6271		11.9455		5,622
		05		2011		11.5838		10.6271		7,467
		06		2020		14.5555		15.2043		0
		06		2019		12.6841		14.5555		0
		06		2018		14.5065		12.6841		0
		06		2017		12.9503		14.5065		0
		06		2016		12.5971		12.9503		1,209
		06		2015		12.6540		12.5971		1,326
		06		2014		13.1061		12.6540		1,443
		06		2013		11.8393		13.1061		1,567
		06		2012		10.5488		11.8393		1,692
		06		2011		11.5160		10.5488		1,815
		07		2020		14.4607		15.0976		0
		07		2019		12.6078		14.4607		0
		07		2018		14.4265		12.6078		0
		07		2017		12.8854		14.4265		0
		07		2016		12.5404		12.8854		0
		07		2015		12.6035		12.5404		0
		07		2014		13.0604		12.6035		0
		07		2013		11.8040		13.0604		8,848
		07		2012		10.5228		11.8040		10,287
		07		2011		11.4935		10.5228		9,665
		08		2020		14.0864		14.6769		0
		08		2019		12.3064		14.0864		0
		08		2018		14.1104		12.3064		0
		08		2017		12.6286		14.1104		0
		08		2016		12.3157		12.6286		0
		08		2015		12.4030		12.3157		0
		08		2014		12.8790		12.4030		0
		08		2013		11.6639		12.8790		0
		08		2012		10.4193		11.6639		0
		08		2011		11.4038		10.4193		0
Franklin Allocation VIP Fund, Class 2		01		2020		15.6606		17.2110		501,569
		01		2019		13.2844		15.6606		547,986
		01		2018		14.9505		13.2844		608,529
		01		2017		13.5740		14.9505		684,128
		01		2016		12.1944		13.5740		702,542
		01		2015		13.2204		12.1944		827,633
		01		2014		13.0700		13.2204		886,164
		01		2013		10.7369		13.0700		964,960
		01		2012		9.4665		10.7369		1,207,523
		01		2011		9.7757		9.4665		1,494,411

297

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2020		15.2896		16.7695		247,752
		02		2019		12.9956		15.2896		286,080
		02		2018		14.6550		12.9956		311,928
		02		2017		13.3325		14.6550		394,788
		02		2016		12.0019		13.3325		440,147
		02		2015		13.0382		12.0019		500,286
		02		2014		12.9161		13.0382		517,058
		02		2013		10.6321		12.9161		648,670
		02		2012		9.3933		10.6321		742,740
		02		2011		9.7199		9.3933		842,147
		03		2020		15.1984		16.6611		5,288
		03		2019		12.9246		15.1984		5,773
		03		2018		14.5823		12.9246		6,282
		03		2017		13.2730		14.5823		10,097
		03		2016		11.9544		13.2730		10,792
		03		2015		12.9932		11.9544		11,411
		03		2014		12.8781		12.9932		11,630
		03		2013		10.6062		12.8781		11,675
		03		2012		9.3751		10.6062		14,760
		03		2011		9.7060		9.3751		17,121
		04		2020		14.9265		16.3384		43,843
		04		2019		12.7126		14.9265		44,392
		04		2018		14.3649		12.7126		44,947
		04		2017		13.0948		14.3649		46,690
		04		2016		11.8120		13.0948		47,083
		04		2015		12.8582		11.8120		53,775
		04		2014		12.7638		12.8582		60,862
		04		2013		10.5282		12.7638		74,984
		04		2012		9.3206		10.5282		73,020
		04		2011		9.6643		9.3206		73,916
		05		2020		14.8363		16.2311		0
		05		2019		12.6423		14.8363		0
		05		2018		14.2929		12.6423		0
		05		2017		13.0360		14.2929		0
		05		2016		11.7649		13.0360		0
		05		2015		12.8135		11.7649		1,513
		05		2014		12.7259		12.8135		0
		05		2013		10.5023		12.7259		14,496
		05		2012		9.3024		10.5023		0
		05		2011		9.6504		9.3024		0
		06		2020		14.5715		15.9175		3,535
		06		2019		12.4353		14.5715		3,923
		06		2018		14.0800		12.4353		4,346
		06		2017		12.8610		14.0800		4,734
		06		2016		11.6248		12.8610		5,086
		06		2015		12.6803		11.6248		5,558
		06		2014		12.6130		12.6803		5,820
		06		2013		10.4251		12.6130		6,148
		06		2012		9.2483		10.4251		0
		06		2011		9.6089		9.2483		0

298

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2020		14.4841		15.8141		0
		07		2019		12.3669		14.4841		0
		07		2018		14.0096		12.3669		0
		07		2017		12.8032		14.0096		0
		07		2016		11.5785		12.8032		0
		07		2015		12.6362		11.5785		0
		07		2014		12.5756		12.6362		0
		07		2013		10.3995		12.5756		0
		07		2012		9.2303		10.3995		0
		07		2011		9.5951		9.2303		0
		08		2020		14.1385		15.4054		0
		08		2019		12.0963		14.1385		0
		08		2018		13.7312		12.0963		0
		08		2017		12.5742		13.7312		0
		08		2016		11.3947		12.5742		0
		08		2015		12.4612		11.3947		0
		08		2014		12.4268		12.4612		0
		08		2013		10.2975		12.4268		0
		08		2012		9.1586		10.2975		0
		08		2011		9.5400		9.1586		0
Franklin Income VIP Fund, Class 2		01		2020		15.9054		15.7515		974,069
		01		2019		13.9338		15.9054		1,043,999
		01		2018		14.8054		13.9338		1,311,263
		01		2017		13.7249		14.8054		1,529,752
		01		2016		12.2388		13.7249		1,759,815
		01		2015		13.3886		12.2388		2,005,262
		01		2014		13.0126		13.3886		2,359,107
		01		2013		11.6120		13.0126		2,589,158
		01		2012		10.4816		11.6120		3,031,081
		01		2011		10.4089		10.4816		3,344,105
		02		2020		15.4964		15.3157		287,929
		02		2019		13.6028		15.4964		307,253
		02		2018		14.4829		13.6028		383,953
		02		2017		13.4529		14.4829		453,187
		02		2016		12.0207		13.4529		512,402
		02		2015		13.1768		12.0207		628,702
		02		2014		12.8329		13.1768		707,659
		02		2013		11.4749		12.8329		760,986
		02		2012		10.3791		11.4749		877,570
		02		2011		10.3281		10.3791		990,245
		03		2020		15.3960		15.2088		3,218
		03		2019		13.5215		15.3960		3,011
		03		2018		14.4036		13.5215		3,410
		03		2017		13.3859		14.4036		3,551
		03		2016		11.9670		13.3859		3,948
		03		2015		13.1246		11.9670		5,321
		03		2014		12.7885		13.1246		5,158
		03		2013		11.4410		12.7885		14,965
		03		2012		10.3537		11.4410		12,080
		03		2011		10.3080		10.3537		50,622

299

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2020		15.0972		14.8911		170,066
		04		2019		13.2790		15.0972		177,298
		04		2018		14.1668		13.2790		189,199
		04		2017		13.1858		14.1668		296,294
		04		2016		11.8061		13.1858		335,606
		04		2015		12.9680		11.8061		317,129
		04		2014		12.6553		12.9680		353,079
		04		2013		11.3393		12.6553		388,507
		04		2012		10.2775		11.3393		431,197
		04		2011		10.2478		10.2775		472,874
		05		2020		14.9981		14.7855		13,258
		05		2019		13.1987		14.9981		15,437
		05		2018		14.0885		13.1987		15,654
		05		2017		13.1197		14.0885		15,932
		05		2016		11.7529		13.1197		16,203
		05		2015		12.9162		11.7529		15,034
		05		2014		12.6112		12.9162		17,868
		05		2013		11.3055		12.6112		16,453
		05		2012		10.2521		11.3055		10,665
		05		2011		10.2277		10.2521		13,153
		06		2020		14.7076		14.4775		2,882
		06		2019		12.9624		14.7076		2,882
		06		2018		13.8570		12.9624		3,148
		06		2017		12.9235		13.8570		3,672
		06		2016		11.5949		12.9235		3,746
		06		2015		12.7621		11.5949		4,212
		06		2014		12.4798		12.7621		6,643
		06		2013		11.2049		12.4798		3,942
		06		2012		10.1766		11.2049		4,375
		06		2011		10.1679		10.1766		3,176
		07		2020		14.6117		14.3758		0
		07		2019		12.8844		14.6117		0
		07		2018		13.7806		12.8844		0
		07		2017		12.8587		13.7806		0
		07		2016		11.5427		12.8587		0
		07		2015		12.7111		11.5427		0
		07		2014		12.4363		12.7111		0
		07		2013		11.1716		12.4363		0
		07		2012		10.1515		11.1716		5,835
		07		2011		10.1480		10.1515		7,136
		08		2020		14.2335		13.9753		0
		08		2019		12.5764		14.2335		0
		08		2018		13.4787		12.5764		0
		08		2017		12.6025		13.4787		0
		08		2016		11.3359		12.6025		0
		08		2015		12.5090		11.3359		0
		08		2014		12.2636		12.5090		0
		08		2013		11.0390		12.2636		0
		08		2012		10.0517		11.0390		0
		08		2011		10.0688		10.0517		0

300

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
Franklin Mutual Shares VIP Fund, Class 2		01		2020		26.5993		24.8409		1,673,780
		01		2019		22.0638		26.5993		1,614,265
		01		2018		24.6719		22.0638		1,906,015
		01		2017		23.1512		24.6719		2,195,346
		01		2016		20.2825		23.1512		2,386,851
		01		2015		21.6938		20.2825		2,875,150
		01		2014		20.5912		21.6938		3,211,610
		01		2013		16.3233		20.5912		3,878,208
		01		2012		14.5290		16.3233		5,216,580
		01		2011		14.9278		14.5290		6,110,283
		02		2020		25.6745		23.9291		816,015
		02		2019		21.3395		25.6745		772,896
		02		2018		23.9101		21.3395		873,031
		02		2017		22.4814		23.9101		992,792
		02		2016		19.7359		22.4814		1,121,186
		02		2015		21.1521		19.7359		1,354,825
		02		2014		20.1180		21.1521		1,497,626
		02		2013		15.9807		20.1180		1,769,498
		02		2012		14.2532		15.9807		2,314,645
		02		2011		14.6743		14.2532		2,639,060
		03		2020		25.4489		23.7068		12,401
		03		2019		21.1626		25.4489		12,675
		03		2018		23.7240		21.1626		13,265
		03		2017		22.3176		23.7240		13,548
		03		2016		19.6020		22.3176		15,047
		03		2015		21.0193		19.6020		21,073
		03		2014		20.0018		21.0193		21,937
		03		2013		15.8965		20.0018		32,272
		03		2012		14.1853		15.8965		48,566
		03		2011		14.6118		14.1853		59,106
		04		2020		24.7802		23.0490		186,054
		04		2019		20.6376		24.7802		181,881
		04		2018		23.1705		20.6376		199,353
		04		2017		21.8298		23.1705		217,474
		04		2016		19.2031		21.8298		231,265
		04		2015		20.6231		19.2031		265,044
		04		2014		19.6549		20.6231		296,502
		04		2013		15.6447		19.6549		363,501
		04		2012		13.9822		15.6447		444,298
		04		2011		14.4246		13.9822		550,787
		05		2020		24.5599		22.8321		0
		05		2019		20.4648		24.5599		0
		05		2018		22.9886		20.4648		0
		05		2017		21.6696		22.9886		0
		05		2016		19.0719		21.6696		0
		05		2015		20.4927		19.0719		0
		05		2014		19.5406		20.4927		0
		05		2013		15.5617		19.5406		0
		05		2012		13.9151		15.5617		0
		05		2011		14.3627		13.9151		2,381

301

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2020		23.9154		22.1997		7,313
		06		2019		19.9576		23.9154		15,984
		06		2018		22.4525		19.9576		16,187
		06		2017		21.1961		22.4525		16,226
		06		2016		18.6837		21.1961		18,537
		06		2015		20.1064		18.6837		18,487
		06		2014		19.2017		20.1064		19,192
		06		2013		15.3152		19.2017		19,857
		06		2012		13.7158		15.3152		22,609
		06		2011		14.1787		13.7158		22,926
		07		2020		22.4536		20.8322		0
		07		2019		18.7471		22.4536		0
		07		2018		21.1014		18.7471		0
		07		2017		19.9306		21.1014		0
		07		2016		17.5772		19.9306		0
		07		2015		18.9253		17.5772		0
		07		2014		18.0830		18.9253		0
		07		2013		14.4303		18.0830		0
		07		2012		12.9300		14.4303		0
		07		2011		13.3731		12.9300		0
		08		2020		21.7020		20.0940		0
		08		2019		18.1564		21.7020		0
		08		2018		20.4783		18.1564		0
		08		2017		19.3813		20.4783		0
		08		2016		17.1278		19.3813		0
		08		2015		18.4793		17.1278		0
		08		2014		17.6930		18.4793		0
		08		2013		14.1480		17.6930		0
		08		2012		12.7032		14.1480		0
		08		2011		13.1655		12.7032		0
Franklin Small Cap Value VIP Fund, Class 2		01		2020		40.6929		42.0983		138,688
		01		2019		32.7457		40.6929		157,128
		01		2018		38.2179		32.7457		187,361
		01		2017		35.1154		38.2179		216,646
		01		2016		27.4253		35.1154		244,746
		01		2015		30.1096		27.4253		309,463
		01		2014		30.4410		30.1096		356,672
		01		2013		22.7186		30.4410		400,278
		01		2012		19.5135		22.7186		430,459
		01		2011		20.6154		19.5135		487,086
		02		2020		39.2781		40.5530		55,580
		02		2019		31.6706		39.2781		57,150
		02		2018		37.0378		31.6706		69,950
		02		2017		34.0995		37.0378		75,007
		02		2016		26.6861		34.0995		85,646
		02		2015		29.3578		26.6861		111,596
		02		2014		29.7415		29.3578		137,711
		02		2013		22.2418		29.7415		173,328
		02		2012		19.1431		22.2418		210,810
		02		2011		20.2653		19.1431		253,470

302

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2020		38.9330		40.1764		1,026
		03		2019		31.4081		38.9330		936
		03		2018		36.7494		31.4081		1,037
		03		2017		33.8510		36.7494		1,716
		03		2016		26.5051		33.8510		2,168
		03		2015		29.1735		26.5051		2,400
		03		2014		29.5697		29.1735		2,361
		03		2013		22.1245		29.5697		2,990
		03		2012		19.0519		22.1245		2,049
		03		2011		20.1789		19.0519		4,816
		04		2020		37.9099		39.0615		44,793
		04		2019		30.6289		37.9099		44,596
		04		2018		35.8921		30.6289		54,872
		04		2017		33.1112		35.8921		55,439
		04		2016		25.9656		33.1112		57,557
		04		2015		28.6235		25.9656		69,881
		04		2014		29.0569		28.6235		77,357
		04		2013		21.7741		29.0569		99,164
		04		2012		18.7791		21.7741		109,620
		04		2011		19.9204		18.7791		123,542
		05		2020		37.5730		38.6941		39
		05		2019		30.3725		37.5730		37
		05		2018		35.6103		30.3725		38
		05		2017		32.8683		35.6103		36
		05		2016		25.7882		32.8683		35
		05		2015		28.4426		25.7882		42
		05		2014		28.8879		28.4426		40
		05		2013		21.6586		28.8879		0
		05		2012		18.6890		21.6586		0
		05		2011		19.8350		18.6890		0
		06		2020		36.5869		37.6223		53
		06		2019		29.6196		36.5869		743
		06		2018		34.7799		29.6196		1,367
		06		2017		32.1499		34.7799		1,458
		06		2016		25.2633		32.1499		3,247
		06		2015		27.9064		25.2633		3,647
		06		2014		28.3869		27.9064		4,506
		06		2013		21.3155		28.3869		4,823
		06		2012		18.4213		21.3155		5,817
		06		2011		19.5809		18.4213		7,183
		07		2020		33.8742		34.8152		0
		07		2019		27.4373		33.8742		0
		07		2018		32.2337		27.4373		0
		07		2017		29.8113		32.2337		0
		07		2016		23.4376		29.8113		0
		07		2015		25.9029		23.4376		0
		07		2014		26.3623		25.9029		0
		07		2013		19.8054		26.3623		0
		07		2012		17.1251		19.8054		754
		07		2011		18.2123		17.1251		77

303

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2020		32.7404		33.5816		0
		08		2019		26.5728		32.7404		0
		08		2018		31.2819		26.5728		0
		08		2017		28.9898		31.2819		0
		08		2016		22.8384		28.9898		0
		08		2015		25.2925		22.8384		0
		08		2014		25.7938		25.2925		0
		08		2013		19.4180		25.7938		43
		08		2012		16.8247		19.4180		48
		08		2011		17.9295		16.8247		51
Franklin Strategic Income VIP Fund, Class 2		01		2020		14.6405		14.8928		210,064
		01		2019		13.7758		14.6405		234,653
		01		2018		14.3131		13.7758		250,705
		01		2017		13.9176		14.3131		299,120
		01		2016		13.1102		13.9176		338,192
		01		2015		13.8666		13.1102		388,457
		01		2014		13.8417		13.8666		533,757
		01		2013		13.6222		13.8417		625,089
		01		2012		12.2852		13.6222		741,448
		01		2011		12.1773		12.2852		776,336
		02		2020		14.2642		14.4808		54,904
		02		2019		13.4486		14.2642		60,698
		02		2018		14.0013		13.4486		64,530
		02		2017		13.6418		14.0013		74,921
		02		2016		12.8766		13.6418		92,782
		02		2015		13.6473		12.8766		110,751
		02		2014		13.6505		13.6473		130,203
		02		2013		13.4614		13.6505		150,940
		02		2012		12.1651		13.4614		181,344
		02		2011		12.0828		12.1651		220,091
		03		2020		14.1717		14.3798		5,004
		03		2019		13.3682		14.1717		4,451
		03		2018		13.9246		13.3682		4,306
		03		2017		13.5739		13.9246		25,159
		03		2016		12.8190		13.5739		23,542
		03		2015		13.5932		12.8190		26,361
		03		2014		13.6033		13.5932		25,937
		03		2013		13.4217		13.6033		3,760
		03		2012		12.1353		13.4217		6,703
		03		2011		12.0593		12.1353		6,705
		04		2020		13.8967		14.0794		60,345
		04		2019		13.1285		13.8967		62,574
		04		2018		13.6958		13.1285		66,276
		04		2017		13.3709		13.6958		74,266
		04		2016		12.6467		13.3709		85,983
		04		2015		13.4310		12.6467		98,216
		04		2014		13.4616		13.4310		113,836
		04		2013		13.3023		13.4616		130,287
		04		2012		12.0459		13.3023		138,038
		04		2011		11.9888		12.0459		140,588

304

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2020		13.8055		13.9797		0
		05		2019		13.0492		13.8055		0
		05		2018		13.6201		13.0492		0
		05		2017		13.3039		13.6201		0
		05		2016		12.5898		13.3039		0
		05		2015		13.3774		12.5898		0
		05		2014		13.4147		13.3774		0
		05		2013		13.2628		13.4147		0
		05		2012		12.0163		13.2628		12,562
		05		2011		11.9654		12.0163		0
		06		2020		13.5381		13.6884		547
		06		2019		12.8155		13.5381		547
		06		2018		13.3963		12.8155		547
		06		2017		13.1050		13.3963		548
		06		2016		12.4205		13.1050		1,121
		06		2015		13.2178		12.4205		1,121
		06		2014		13.2750		13.2178		2,659
		06		2013		13.1448		13.2750		1,587
		06		2012		11.9278		13.1448		1,639
		06		2011		11.8954		11.9278		1,394
		07		2020		13.4499		13.5923		0
		07		2019		12.7384		13.4499		0
		07		2018		13.3225		12.7384		0
		07		2017		13.0393		13.3225		0
		07		2016		12.3646		13.0393		0
		07		2015		13.1651		12.3646		0
		07		2014		13.2288		13.1651		0
		07		2013		13.1057		13.2288		19,697
		07		2012		11.8984		13.1057		2,131
		07		2011		11.8722		11.8984		2,159
		08		2020		13.1017		13.2136		0
		08		2019		12.4339		13.1017		0
		08		2018		13.0306		12.4339		0
		08		2017		12.7795		13.0306		0
		08		2016		12.1431		12.7795		0
		08		2015		12.9557		12.1431		0
		08		2014		13.0451		12.9557		0
		08		2013		12.9502		13.0451		0
		08		2012		11.7815		12.9502		0
		08		2011		11.7795		11.7815		0
Invesco V.I. Equity and Income Fund, Series II		01		2020		19.2836		20.7957		902,555
		01		2019		16.3372		19.2836		967,130
		01		2018		18.4022		16.3372		1,116,499
		01		2017		16.8887		18.4022		1,207,130
		01		2016		14.9536		16.8887		1,169,703
		01		2015		15.6079		14.9536		1,350,143
		01		2014		14.5906		15.6079		1,380,743
		01		2013		11.8791		14.5906		1,151,467
		01		2012		10.7479		11.8791		842,844
		01		2011		11.0718		10.7479		819,924

305

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2020		18.8267		20.2623		219,050
		02		2019		15.9821		18.8267		234,918
		02		2018		18.0385		15.9821		249,385
		02		2017		16.5883		18.0385		302,129
		02		2016		14.7175		16.5883		272,349
		02		2015		15.3928		14.7175		289,451
		02		2014		14.4189		15.3928		263,507
		02		2013		11.7632		14.4189		241,801
		02		2012		10.6649		11.7632		229,544
		02		2011		11.0086		10.6649		245,553
		03		2020		18.7144		20.1313		689
		03		2019		15.8948		18.7144		716
		03		2018		17.9491		15.8948		734
		03		2017		16.5143		17.9491		749
		03		2016		14.6593		16.5143		770
		03		2015		15.3397		14.6593		843
		03		2014		14.3764		15.3397		0
		03		2013		11.7345		14.3764		0
		03		2012		10.6443		11.7345		0
		03		2011		10.9929		10.6443		0
		04		2020		18.3798		19.7414		121,137
		04		2019		15.6340		18.3798		129,706
		04		2018		17.6814		15.6340		143,822
		04		2017		16.2926		17.6814		146,135
		04		2016		14.4847		16.2926		133,978
		04		2015		15.1803		14.4847		150,788
		04		2014		14.2488		15.1803		160,398
		04		2013		11.6482		14.2488		190,262
		04		2012		10.5823		11.6482		132,864
		04		2011		10.9456		10.5823		154,127
		05		2020		18.2686		19.6117		0
		05		2019		15.5476		18.2686		0
		05		2018		17.5929		15.5476		0
		05		2017		16.2194		17.5929		0
		05		2016		14.4270		16.2194		0
		05		2015		15.1276		14.4270		0
		05		2014		14.2066		15.1276		0
		05		2013		11.6196		14.2066		0
		05		2012		10.5617		11.6196		0
		05		2011		10.9299		10.5617		0
		06		2020		17.9426		19.2329		0
		06		2019		15.2929		17.9426		0
		06		2018		17.3308		15.2929		0
		06		2017		16.0017		17.3308		0
		06		2016		14.2552		16.0017		0
		06		2015		14.9704		14.2552		0
		06		2014		14.0805		14.9704		0
		06		2013		11.5341		14.0805		7,680
		06		2012		10.5002		11.5341		0
		06		2011		10.8829		10.5002		0

306

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2020		17.8350		19.1079		0
		07		2019		15.2089		17.8350		0
		07		2018		17.2442		15.2089		0
		07		2017		15.9298		17.2442		0
		07		2016		14.1984		15.9298		0
		07		2015		14.9183		14.1984		0
		07		2014		14.0387		14.9183		0
		07		2013		11.5058		14.0387		0
		07		2012		10.4798		11.5058		0
		07		2011		10.8673		10.4798		0
		08		2020		17.4095		18.6141		0
		08		2019		14.8762		17.4095		0
		08		2018		16.9015		14.8762		0
		08		2017		15.6449		16.9015		0
		08		2016		13.9730		15.6449		0
		08		2015		14.7116		13.9730		0
		08		2014		13.8726		14.7116		0
		08		2013		11.3929		13.8726		0
		08		2012		10.3984		11.3929		0
		08		2011		10.8049		10.3984		0
Invesco V.I. American Value Fund, Series II		01		2020		19.9453		19.7843		43,760
		01		2019		16.2608		19.9453		46,986
		01		2018		18.9760		16.2608		54,492
		01		2017		17.5897		18.9760		76,987
		01		2016		15.5225		17.5897		126,409
		01		2015		17.4126		15.5225		167,332
		01		2014		16.1720		17.4126		188,434
		01		2013		12.2772		16.1720		213,297
		01		2012		10.6634		12.2772		92,595
		01		2011		10.7530		10.6634		88,386
		02		2020		19.4726		19.2766		18,328
		02		2019		15.9073		19.4726		34,671
		02		2018		18.6010		15.9073		36,473
		02		2017		17.2767		18.6010		37,117
		02		2016		15.2774		17.2767		43,196
		02		2015		17.1726		15.2774		50,665
		02		2014		15.9816		17.1726		32,930
		02		2013		12.1574		15.9816		27,031
		02		2012		10.5809		12.1574		25,131
		02		2011		10.6916		10.5809		52,780
		03		2020		19.3564		19.1519		725
		03		2019		15.8203		19.3564		698
		03		2018		18.5086		15.8203		733
		03		2017		17.1996		18.5086		726
		03		2016		15.2169		17.1996		1,237
		03		2015		17.1133		15.2169		1,329
		03		2014		15.9345		17.1133		459
		03		2013		12.1277		15.9345		478
		03		2012		10.5605		12.1277		585
		03		2011		10.6764		10.5605		0

307

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2020		19.0102		18.7809		21,529
		04		2019		15.5608		19.0102		20,813
		04		2018		18.2326		15.5608		20,653
		04		2017		16.9687		18.2326		23,210
		04		2016		15.0357		16.9687		26,525
		04		2015		16.9355		15.0357		27,546
		04		2014		15.7931		16.9355		38,466
		04		2013		12.0385		15.7931		41,536
		04		2012		10.4990		12.0385		26,899
		04		2011		10.6304		10.4990		30,202
		05		2020		18.8952		18.6576		0
		05		2019		15.4748		18.8952		0
		05		2018		18.1413		15.4748		0
		05		2017		16.8924		18.1413		0
		05		2016		14.9758		16.8924		0
		05		2015		16.8766		14.9758		0
		05		2014		15.7462		16.8766		0
		05		2013		12.0089		15.7462		0
		05		2012		10.4786		12.0089		0
		05		2011		10.6152		10.4786		0
		06		2020		18.5579		18.2971		0
		06		2019		15.2212		18.5579		0
		06		2018		17.8710		15.2212		0
		06		2017		16.6656		17.8710		0
		06		2016		14.7974		16.6656		0
		06		2015		16.7012		14.7974		0
		06		2014		15.6065		16.7012		0
		06		2013		11.9206		15.6065		0
		06		2012		10.4175		11.9206		0
		06		2011		10.5695		10.4175		0
		07		2020		18.4466		18.1781		0
		07		2019		15.1375		18.4466		0
		07		2018		17.7817		15.1375		0
		07		2017		16.5908		17.7817		0
		07		2016		14.7384		16.5908		0
		07		2015		16.6432		14.7384		0
		07		2014		15.5602		16.6432		0
		07		2013		11.8913		15.5602		0
		07		2012		10.3973		11.8913		0
		07		2011		10.5543		10.3973		0
		08		2020		18.0064		17.7083		0
		08		2019		14.8063		18.0064		0
		08		2018		17.4282		14.8063		0
		08		2017		16.2939		17.4282		0
		08		2016		14.5044		16.2939		0
		08		2015		16.4125		14.5044		0
		08		2014		15.3760		16.4125		0
		08		2013		11.7746		15.3760		0
		08		2012		10.3164		11.7746		0
		08		2011		10.4937		10.3164		0

308

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
Invesco V.I. Comstock Fund, Series II		01		2020		18.7770		18.2662		379,083
		01		2019		15.2801		18.7770		426,750
		01		2018		17.7298		15.2801		486,032
		01		2017		15.3312		17.7298		572,746
		01		2016		13.3249		15.3312		648,957
		01		2015		14.4431		13.3249		778,586
		01		2014		13.4604		14.4431		914,555
		01		2013		10.0891		13.4604		933,529
		01		2012		8.6266		10.0891		763,874
		01		2011		8.9599		8.6266		841,430
		02		2020		18.2942		17.7607		185,966
		02		2019		14.9170		18.2942		171,882
		02		2018		17.3435		14.9170		192,405
		02		2017		15.0273		17.3435		203,298
		02		2016		13.0873		15.0273		221,267
		02		2015		14.2145		13.0873		285,214
		02		2014		13.2744		14.2145		305,176
		02		2013		9.9699		13.2744		365,561
		02		2012		8.5422		9.9699		342,352
		02		2011		8.8903		8.5422		344,608
		03		2020		18.1756		17.6367		4,012
		03		2019		14.8278		18.1756		3,512
		03		2018		17.2485		14.8278		3,840
		03		2017		14.9525		17.2485		3,654
		03		2016		13.0288		14.9525		6,524
		03		2015		14.1582		13.0288		7,104
		03		2014		13.2285		14.1582		13,346
		03		2013		9.9405		13.2285		16,469
		03		2012		8.5213		9.9405		11,146
		03		2011		8.8731		8.5213		11,717
		04		2020		17.8227		17.2682		115,251
		04		2019		14.5619		17.8227		111,631
		04		2018		16.9649		14.5619		121,728
		04		2017		14.7288		16.9649		121,248
		04		2016		12.8536		14.7288		135,282
		04		2015		13.9892		12.8536		177,785
		04		2014		13.0907		13.9892		203,534
		04		2013		9.8520		13.0907		207,908
		04		2012		8.4585		9.8520		185,678
		04		2011		8.8211		8.4585		187,712
		05		2020		17.7057		17.1458		0
		05		2019		14.4738		17.7057		0
		05		2018		16.8711		14.4738		0
		05		2017		14.6550		16.8711		0
		05		2016		12.7957		14.6550		0
		05		2015		13.9333		12.7957		0
		05		2014		13.0451		13.9333		0
		05		2013		9.8227		13.0451		0
		05		2012		8.4376		9.8227		0
		05		2011		8.8039		8.4376		0

309

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2020		17.3626		16.7883		0
		06		2019		14.2145		17.3626		0
		06		2018		16.5938		14.2145		0
		06		2017		14.4357		16.5938		0
		06		2016		12.6236		14.4357		0
		06		2015		13.7670		12.6236		0
		06		2014		12.9091		13.7670		3,781
		06		2013		9.7352		12.9091		0
		06		2012		8.3754		9.7352		445
		06		2011		8.7523		8.3754		1,638
		07		2020		17.2493		16.6704		0
		07		2019		14.1289		17.2493		0
		07		2018		16.5023		14.1289		0
		07		2017		14.3633		16.5023		0
		07		2016		12.5667		14.3633		0
		07		2015		13.7120		12.5667		0
		07		2014		12.8641		13.7120		0
		07		2013		9.7062		12.8641		2,767
		07		2012		8.3548		9.7062		3,219
		07		2011		8.7352		8.3548		3,346
		08		2020		16.8029		16.2059		0
		08		2019		13.7911		16.8029		0
		08		2018		16.1487		13.7911		0
		08		2017		14.0770		16.1487		0
		08		2016		12.3415		14.0770		0
		08		2015		13.4939		12.3415		0
		08		2014		12.6854		13.4939		0
		08		2013		9.5910		12.6854		0
		08		2012		8.2726		9.5910		0
		08		2011		8.6670		8.2726		0
Invesco V.I. International Growth Fund, Series II		01		2020		15.8185		17.6951		30,070
		01		2019		12.5415		15.8185		33,252
		01		2018		15.0393		12.5415		41,776
		01		2017		12.4588		15.0393		37,875
		01		2016		12.7567		12.4588		39,966
		01		2015		13.3191		12.7567		41,767
		01		2014		13.5304		13.3191		25,054
		01		2013		11.5883		13.5304		14,415
		01		2012		10.2240		11.5883		6,013
		01		2011		10.0000		10.2240		0
		02		2020		15.5551		17.3655		14,280
		02		2019		12.3574		15.5551		16,378
		02		2018		14.8485		12.3574		18,065
		02		2017		12.3254		14.8485		15,885
		02		2016		12.6459		12.3254		17,707
		02		2015		13.2303		12.6459		13,127
		02		2014		13.4676		13.2303		9,776
		02		2013		11.5580		13.4676		2,783
		02		2012		10.2182		11.5580		0
		02		2011		10.0000		10.2182		454

310

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2020		15.4900		17.2841		0
		03		2019		12.3119		15.4900		0
		03		2018		14.8013		12.3119		0
		03		2017		12.2924		14.8013		0
		03		2016		12.6184		12.2924		0
		03		2015		13.2083		12.6184		0
		03		2014		13.4520		13.2083		0
		03		2013		11.5505		13.4520		0
		03		2012		10.2168		11.5505		0
		03		2011		10.0000		10.2168		0
		04		2020		15.2955		17.0413		3,523
		04		2019		12.1756		15.2955		3,893
		04		2018		14.6597		12.1756		2,474
		04		2017		12.1932		14.6597		2,303
		04		2016		12.5358		12.1932		3,006
		04		2015		13.1419		12.5358		3,090
		04		2014		13.4050		13.1419		2,125
		04		2013		11.5278		13.4050		968
		04		2012		10.2124		11.5278		0
		04		2011		10.0000		10.2124		0
		05		2020		15.2304		16.9599		0
		05		2019		12.1301		15.2304		0
		05		2018		14.6126		12.1301		0
		05		2017		12.1604		14.6126		0
		05		2016		12.5084		12.1604		0
		05		2015		13.1199		12.5084		0
		05		2014		13.3894		13.1199		0
		05		2013		11.5202		13.3894		0
		05		2012		10.2109		11.5202		0
		05		2011		10.0000		10.2109		0
		06		2020		15.0397		16.7225		0
		06		2019		11.9962		15.0397		0
		06		2018		14.4730		11.9962		0
		06		2017		12.0622		14.4730		0
		06		2016		12.4265		12.0622		0
		06		2015		13.0540		12.4265		0
		06		2014		13.3426		13.0540		0
		06		2013		11.4975		13.3426		0
		06		2012		10.2065		11.4975		0
		06		2011		10.0000		10.2065		0
		07		2020		14.9765		16.6438		0
		07		2019		11.9517		14.9765		0
		07		2018		14.4267		11.9517		0
		07		2017		12.0297		14.4267		0
		07		2016		12.3993		12.0297		0
		07		2015		13.0321		12.3993		0
		07		2014		13.3270		13.0321		0
		07		2013		11.4900		13.3270		0
		07		2012		10.2051		11.4900		0
		07		2011		10.0000		10.2051		0

311

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2020		14.7252		16.3313		0
		08		2019		11.7751		14.7252		0
		08		2018		14.2425		11.7751		0
		08		2017		11.9002		14.2425		0
		08		2016		12.2910		11.9002		0
		08		2015		12.9448		12.2910		0
		08		2014		13.2648		12.9448		0
		08		2013		11.4598		13.2648		0
		08		2012		10.1992		11.4598		0
		08		2011		10.0000		10.1992		0
JPMorgan Insurance Trust Core Bond Portfolio, Class 2		01		2020		10.8309		11.4705		907,806
		01		2019		10.2089		10.8309		850,645
		01		2018		10.4042		10.2089		854,459
		01		2017		10.2396		10.4042		1,090,470
		01		2017		10.2396		10.4042		1,090,470
		01		2016		10.2237		10.2396		1,071,351
		01		2015		10.3061		10.2237		758,184
		01		2014		10.0075		10.3061		708,273
		01		2013		10.3555		10.0075		380,117
		01		2012		10.0222		10.3555		145,072
		01		2011		10.0000		10.0222		13,251
		02		2020		10.6505		11.2568		162,629
		02		2019		10.0591		10.6505		136,989
		02		2018		10.2722		10.0591		159,460
		02		2017		10.1299		10.2722		193,161
		02		2016		10.1349		10.1299		130,656
		02		2015		10.2374		10.1349		116,064
		02		2014		9.9610		10.2374		106,429
		02		2013		10.3285		9.9610		82,381
		02		2012		10.0165		10.3285		36,937
		02		2011		10.0000		10.0165		12,748
		03		2020		10.6060		11.2041		476
		03		2019		10.0220		10.6060		0
		03		2018		10.2395		10.0220		0
		03		2017		10.1028		10.2395		0
		03		2016		10.1129		10.1028		11,500
		03		2015		10.2203		10.1129		2,272
		03		2014		9.9495		10.2203		2,272
		03		2013		10.3217		9.9495		2,272
		03		2012		10.0151		10.3217		0
		03		2011		10.0000		10.0151		0

312

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2020		10.4728		11.0467		139,726
		04		2019		9.9111		10.4728		146,796
		04		2018		10.1415		9.9111		156,207
		04		2017		10.0213		10.1415		156,519
		04		2016		10.0466		10.0213		152,150
		04		2015		10.1690		10.0466		140,527
		04		2014		9.9147		10.1690		137,928
		04		2013		10.3014		9.9147		130,767
		04		2012		10.0108		10.3014		60,456
		04		2011		10.0000		10.0108		0
		05		2020		10.4282		10.9939		0
		05		2019		9.8741		10.4282		0
		05		2018		10.1090		9.8741		0
		05		2017		9.9943		10.1090		0
		05		2016		10.0247		9.9943		0
		05		2015		10.1519		10.0247		0
		05		2014		9.9031		10.1519		0
		05		2013		10.2947		9.9031		0
		05		2012		10.0094		10.2947		0
		05		2011		10.0000		10.0094		0
		06		2020		10.2977		10.8401		0
		06		2019		9.7651		10.2977		0
		06		2018		10.0124		9.7651		0
		06		2017		9.9136		10.0124		0
		06		2016		9.9590		9.9136		273
		06		2015		10.1010		9.9590		0
		06		2014		9.8685		10.1010		0
		06		2013		10.2744		9.8685		0
		06		2012		10.0051		10.2744		0
		06		2011		10.0000		10.0051		0
		07		2020		10.2544		10.7890		0
		07		2019		9.7289		10.2544		0
		07		2018		9.9803		9.7289		0
		07		2017		9.8869		9.9803		0
		07		2016		9.9373		9.8869		0
		07		2015		10.0840		9.9373		0
		07		2014		9.8570		10.0840		0
		07		2013		10.2677		9.8570		0
		07		2012		10.0037		10.2677		49,664
		07		2011		10.0000		10.0037		0
		08		2020		10.0823		10.5865		0
		08		2019		9.5851		10.0823		0
		08		2018		9.8529		9.5851		0
		08		2017		9.7805		9.8529		0
		08		2016		9.8504		9.7805		0
		08		2015		10.0164		9.8504		0
		08		2014		9.8109		10.0164		0
		08		2013		10.2407		9.8109		0
		08		2012		9.9979		10.2407		0
		08		2011		10.0000		9.9979		0

313

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
JPMorgan Insurance Trust U.S. Equity Portfolio, Class 2		01		2020		27.3631		33.6253		194,015
		01		2019		21.1661		27.3631		189,863
		01		2018		22.9989		21.1661		176,182
		01		2017		19.1591		22.9989		141,432
		01		2016		17.5984		19.1591		132,205
		01		2015		17.7888		17.5984		128,364
		01		2014		15.9207		17.7888		149,553
		01		2013		11.9115		15.9207		71,309
		01		2012		10.3278		11.9115		31,418
		01		2011		10.0000		10.3278		0
		02		2020		26.9076		32.9992		53,197
		02		2019		20.8555		26.9076		55,411
		02		2018		22.7072		20.8555		56,701
		02		2017		18.9541		22.7072		59,391
		02		2016		17.4455		18.9541		59.902
		02		2015		17.6703		17.4455		74,972
		02		2014		15.8468		17.6703		49,908
		02		2013		11.8804		15.8468		39,684
		02		2012		10.3219		11.8804		9,491
		02		2011		10.0000		10.3219		0
		03		2020		26.7951		32.8446		5,073
		03		2019		20.7787		26.7951		5,756
		03		2018		22.6351		20.7787		6,505
		03		2017		18.9033		22.6351		6,973
		03		2016		17.4077		18.9033		8,753
		03		2015		17.6409		17.4077		8,779
		03		2014		15.8285		17.6409		8,444
		03		2013		11.8727		15.8285		0
		03		2012		10.3204		11.8727		0
		03		2011		10.0000		10.3204		0
		04		2020		26.4586		32.3833		23,414
		04		2019		20.5488		26.4586		23,761
		04		2018		22.4185		20.5488		25,402
		04		2017		18.7508		22.4185		11,844
		04		2016		17.2937		18.7508		3,816
		04		2015		17.5522		17.2937		4,008
		04		2014		15.7731		17.5522		9,045
		04		2013		11.8493		15.7731		8,304
		04		2012		10.3160		11.8493		1,059
		04		2011		10.0000		10.3160		0
		05		2020		26.3461		32.2287		0
		05		2019		20.4721		26.3461		0
		05		2018		22.3466		20.4721		0
		05		2017		18.7003		22.3466		0
		05		2016		17.2559		18.7003		0
		05		2015		17.5228		17.2559		0
		05		2014		15.7547		17.5228		0
		05		2013		11.8416		15.7547		0
		05		2012		10.3145		11.8416		0
		05		2011		10.0000		10.3145		0

314

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2020		26.0164		31.7778		0
		06		2019		20.2461		26.0164		0
		06		2018		22.1331		20.2461		0
		06		2017		18.5494		22.1331		0
		06		2016		17.1430		18.5494		0
		06		2015		17.4349		17.1430		0
		06		2014		15.6997		17.4349		0
		06		2013		11.8183		15.6997		0
		06		2012		10.3101		11.8183		0
		06		2011		10.0000		10.3101		0
		07		2020		25.9070		31.6282		0
		07		2019		20.1711		25.9070		0
		07		2018		22.0623		20.1711		0
		07		2017		18.4994		22.0623		0
		07		2016		17.1055		18.4994		0
		07		2015		17.4056		17.1055		0
		07		2014		15.6814		17.4056		0
		07		2013		11.8105		15.6814		0
		07		2012		10.3086		11.8105		0
		07		2011		10.0000		10.3086		0
		08		2020		25.4725		31.0345		0
		08		2019		19.8730		25.4725		0
		08		2018		21.7807		19.8730		0
		08		2017		18.3003		21.7807		0
		08		2016		16.9561		18.3003		0
		08		2015		17.2890		16.9561		0
		08		2014		15.6082		17.2890		0
		08		2013		11.7795		15.6082		0
		08		2012		10.3027		11.7795		0
		08		2011		10.0000		10.3027		0
Lazard Retirement Emerging Markets Equity Portfolio, Service Class		01		2020		10.6906		10.3801		912,919
		01		2019		9.2003		10.6906		923,525
		01		2018		11.4867		9.2003		1,023,651
		01		2017		9.1361		11.4867		1,025,885
		01		2016		7.6911		9.1361		1,181,362
		01		2015		9.7821		7.6911		1,457,975
		01		2014		10.4299		9.7821		1,487,594
		01		2013		10.7384		10.4299		1,739,073
		01		2012		8.9466		10.7384		1,782,481
		01		2011		11.0933		8.9466		2,024,596
		02		2020		10.4372		10.1137		228,456
		02		2019		9.0002		10.4372		227,295
		02		2018		11.2596		9.0002		255,803
		02		2017		8.9735		11.2596		269,704
		02		2016		7.5696		8.9735		362,248
		02		2015		9.6472		7.5696		392,897
		02		2014		10.3071		9.6472		371,648
		02		2013		10.6336		10.3071		448,134
		02		2012		8.8774		10.6336		512,204
		02		2011		11.0299		8.8774		513,399

315

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2020		10.3749		10.0483		4,782
		03		2019		8.9510		10.3749		4,270
		03		2018		11.2038		8.9510		4,327
		03		2017		8.9334		11.2038		3,855
		03		2016		7.5396		8.9334		4,393
		03		2015		9.6139		7.5396		5,409
		03		2014		10.2767		9.6139		5,902
		03		2013		10.6077		10.2767		3,208
		03		2012		8.8603		10.6077		2,291
		03		2011		11.0142		8.8603		2,540
		04		2020		10.1893		9.8536		135,701
		04		2019		8.8042		10.1893		131,146
		04		2018		11.0366		8.8042		153,908
		04		2017		8.8135		11.0366		139,334
		04		2016		7.4498		8.8135		170,598
		04		2015		9.5140		7.4498		210,543
		04		2014		10.1855		9.5140		209,840
		04		2013		10.5296		10.1855		263,449
		04		2012		8.8087		10.5296		248,400
		04		2011		10.9668		8.8087		271,787
		05		2020		10.1276		9.7888		0
		05		2019		8.7554		10.1276		0
		05		2018		10.9813		8.7554		0
		05		2017		8.7738		10.9813		0
		05		2016		7.4201		8.7738		0
		05		2015		9.4809		7.4201		2,113
		05		2014		10.1552		9.4809		0
		05		2013		10.5037		10.1552		0
		05		2012		8.7915		10.5037		0
		05		2011		10.9511		8.7915		0
		06		2020		9.9469		9.5997		0
		06		2019		8.6130		9.9469		0
		06		2018		10.8177		8.6120		0
		06		2017		8.6561		10.8177		0
		06		2016		7.3317		8.6561		0
		06		2015		9.3823		7.3317		0
		06		2014		10.0651		9.3823		0
		06		2013		10.4265		10.0651		0
		06		2012		8.7404		10.4265		0
		06		2011		10.9040		8.7404		2,983
		07		2020		9.8871		9.5373		0
		07		2019		8.5646		9.8871		0
		07		2018		10.7636		8.5646		0
		07		2017		8.6171		10.7636		0
		07		2016		7.3025		8.6171		0
		07		2015		9.3497		7.3025		0
		07		2014		10.0353		9.3497		0
		07		2013		10.4009		10.0353		1,215
		07		2012		8.7234		10.4009		2,570
		07		2011		10.8884		8.7234		3,966

316

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2020		9.6512		9.2907		0
		08		2019		8.3772		9.6512		0
		08		2018		10.5496		8.3772		0
		08		2017		8.4629		10.5496		0
		08		2016		7.1865		8.4629		0
		08		2015		9.2201		7.1865		0
		08		2014		9.9164		9.2201		0
		08		2013		10.2988		9.9164		0
		08		2012		8.6555		10.2988		0
		08		2011		10.8258		8.6555		0
Lord Abbett Series Fund, Inc. - Fundamental Equity Portfolio, Class VC		01		2020		27.8101		27.8362		384,563
		01		2019		23.2691		27.8101		362,436
		01		2018		25.7617		23.2691		421,270
		01		2017		23.2659		25.7617		483,756
		01		2016		20.4382		23.2659		474,096
		01		2015		21.5222		20.4382		528,956
		01		2014		20.4247		21.5222		595,011
		01		2013		15.2971		20.4247		674,025
		01		2012		14.0666		15.2971		707,273
		01		2011		14.9744		14.0666		862,779
		02		2020		26.9168		26.8879		103,902
		02		2019		22.5667		26.9168		108,750
		02		2018		25.0346		22.5667		122,409
		02		2017		22.6546		25.0346		148,630
		02		2016		19.9418		22.6546		168,880
		02		2015		21.0423		19.9418		190,302
		02		2014		20.0100		21.0423		227,192
		02		2013		15.0170		20.0100		299,157
		02		2012		13.8373		15.0170		318,816
		02		2011		14.7603		13.8373		392,066
		03		2020		26.6984		26.6564		4,271
		03		2019		22.3949		26.6984		4,219
		03		2018		24.8566		22.3949		4,496
		03		2017		22.5049		24.8566		4,692
		03		2016		19.8201		22.5049		5,096
		03		2015		20.9245		19.8201		5,628
		03		2014		19.9080		20.9245		5,819
		03		2013		14.9481		19.9080		13,086
		03		2012		13.7808		14.9481		16,179
		03		2011		14.7075		13.7808		21,763
		04		2020		26.0504		25.9700		106,689
		04		2019		21.8843		26.0504		110,771
		04		2018		24.3267		21.8843		124,156
		04		2017		22.0584		24.3267		132,421
		04		2016		19.4566		22.0584		136,528
		04		2015		20.5723		19.4566		153,002
		04		2014		19.6030		20.5723		164,708
		04		2013		14.7416		19.6030		189,098
		04		2012		13.6115		14.7416		190,196
		04		2011		14.5490		13.6115		204,667

317

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2020		25.8366		25.7434		0
		05		2019		21.7159		25.8366		0
		05		2018		24.1523		21.7159		0
		05		2017		21.9115		24.1523		0
		05		2016		19.3370		21.9115		0
		05		2015		20.4563		19.3370		0
		05		2014		19.5024		20.4563		0
		05		2013		14.6734		19.5024		1,266
		05		2012		13.5555		14.6734		1,267
		05		2011		14.4965		13.5555		1,267
		06		2020		25.2104		25.0818		1,072
		06		2019		21.2213		25.2104		1,155
		06		2018		23.6376		21.2213		1,144
		06		2017		21.4768		23.6376		1,146
		06		2016		18.9824		21.4768		2,670
		06		2015		20.1120		18.9824		2,695
		06		2014		19.2035		20.1120		2,764
		06		2013		14.4708		19.2035		8,989
		06		2012		13.3888		14.4708		4,378
		06		2011		14.3403		13.3888		4,660
		07		2020		25.0047		24.8647		0
		07		2019		21.0587		25.0047		0
		07		2018		23.4685		21.0587		0
		07		2017		21.3338		23.4685		0
		07		2016		18.8657		21.3338		0
		07		2015		19.9985		18.8657		0
		07		2014		19.1050		19.9985		0
		07		2013		14.4039		19.1050		0
		07		2012		13.3338		14.4039		100
		07		2011		14.2886		13.3338		99
		08		2020		24.1962		24.0118		0
		08		2019		20.4193		24.1962		0
		08		2018		22.8023		20.4193		0
		08		2017		20.7703		22.8023		0
		08		2016		18.4050		20.7703		0
		08		2015		19.5502		18.4050		0
		08		2014		18.7150		19.5502		0
		08		2013		14.1387		18.7150		0
		08		2012		13.1153		14.1387		0
		08		2011		14.0832		13.1153		0
Lord Abbett Series Fund Inc. - Growth Opportunities Portfolio, Class VC		01		2020		33.2547		45.5857		108,210
		01		2019		24.7941		33.2547		144,611
		01		2018		25.9613		24.7941		180,864
		01		2017		21.4746		25.9613		226,971
		01		2016		21.5689		21.4746		277,861
		01		2015		21.3494		21.5689		324,810
		01		2014		20.4654		21.3494		348,916
		01		2013		15.1801		20.4654		411,511
		01		2012		13.5283		15.1801		531,745
		01		2011		15.2913		13.5283		587,865

318

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2020		32.1865		44.0328		80,176
		02		2019		24.0457		32.1865		109,962
		02		2018		25.2286		24.0457		147,728
		02		2017		20.9104		25.2286		178,488
		02		2016		21.0450		20.9104		213,452
		02		2015		20.8733		21.0450		251,135
		02		2014		20.0499		20.8733		303,796
		02		2013		14.9022		20.0499		362,989
		02		2012		13.3079		14.9022		450,995
		02		2011		15.0727		13.3079		531,987
		03		2020		31.9254		43.6535		3,288
		03		2019		23.8627		31.9254		4,357
		03		2018		25.0492		23.8627		5,302
		03		2017		20.7721		25.0492		6,868
		03		2016		20.9164		20.7721		8,506
		03		2015		20.7563		20.9164		9,680
		03		2014		19.9477		20.7563		10,623
		03		2013		14.8337		19.9477		11,695
		03		2012		13.2535		14.8337		14,344
		03		2011		15.0188		13.2535		18,100
		04		2020		31.1504		42.5295		38,048
		04		2019		23.3185		31.1504		50,401
		04		2018		24.5151		23.3185		60,353
		04		2017		20.3600		24.5151		66,397
		04		2016		20.5329		20.3600		78,070
		04		2015		20.4070		20.5329		88,199
		04		2014		19.6420		20.4070		100,162
		04		2013		14.6288		19.6420		128,690
		04		2012		13.0905		14.6288		165,214
		04		2011		14.8569		13.0905		187,102
		05		2020		30.8946		42.1583		1,019
		05		2019		23.1391		30.8946		1,520
		05		2018		24.3393		23.1391		1,847
		05		2017		20.2244		24.3393		2,116
		05		2016		20.4066		20.2244		2,221
		05		2015		20.2918		20.4066		2,305
		05		2014		19.5411		20.2918		3,024
		05		2013		14.5611		19.5411		3,031
		05		2012		13.0367		14.5611		3,787
		05		2011		14.8033		13.0367		4,146
		06		2020		30.1459		41.0750		905
		06		2019		22.6120		30.1459		1,346
		06		2018		23.8206		22.6120		2,441
		06		2017		19.8231		23.8206		3,556
		06		2016		20.0323		19.8231		5,155
		06		2015		19.9503		20.0323		6,388
		06		2014		19.2417		19.9503		8,025
		06		2013		14.3600		19.2417		10,910
		06		2012		12.8764		14.3600		18,301
		06		2011		14.6437		12.8764		20,545

319

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2020		29.8999		40.7193		0
		07		2019		22.4388		29.8999		56
		07		2018		23.6502		22.4388		308
		07		2017		19.6912		23.6502		406
		07		2016		19.9092		19.6912		489
		07		2015		19.8377		19.9092		577
		07		2014		19.1430		19.8377		677
		07		2013		14.2936		19.1430		3,477
		07		2012		12.8235		14.2936		9,098
		07		2011		14.5910		12.8235		10,198
		08		2020		28.9331		39.3227		0
		08		2019		21.7574		28.9331		0
		08		2018		22.9788		21.7574		0
		08		2017		19.1710		22.9788		12
		08		2016		19.4230		19.1710		16
		08		2015		19.3930		19.4230		20
		08		2014		18.7522		19.3930		24
		08		2013		14.0304		18.7522		268
		08		2012		12.6134		14.0304		404
		08		2011		14.3813		12.6134		406
MFS Blended Research Core Equity Portfolio, Service Class		01		2020		36.2789		41.0547		231,238
		01		2019		28.6216		36.2789		278,854
		01		2018		31.6305		28.6216		335,444
		01		2017		26.6940		31.6305		405,749
		01		2016		25.0906		26.6940		488,575
		01		2015		25.2916		25.0906		581,838
		01		2014		22.9035		25.2916		661,656
		01		2013		17.1162		22.9035		809,846
		01		2012		15.1211		17.1162		1,060,869
		01		2011		15.1116		15.1211		1,311,612
		02		2020		35.0178		39.5480		215,891
		02		2019		27.6821		35.0178		260,033
		02		2018		30.6540		27.6821		314,614
		02		2017		25.9218		30.6540		376,061
		02		2016		24.4144		25.9218		470,917
		02		2015		24.6602		24.4144		572,588
		02		2014		22.3772		24.6602		706,630
		02		2013		16.7570		22.3772		886,757
		02		2012		14.8341		16.7570		1,167,868
		02		2011		14.8549		14.8341		1,438,721
		03		2020		34.7101		39.1807		12,043
		03		2019		27.4526		34.7101		13,871
		03		2018		30.4153		27.4526		16,456
		03		2017		25.7329		30.4153		20,832
		03		2016		24.2488		25.7329		25,216
		03		2015		24.5053		24.2488		32,822
		03		2014		22.2480		24.5053		37,340
		03		2013		16.6686		22.2480		44,534
		03		2012		14.7634		16.6686		56,001
		03		2011		14.7916		14.7634		67,533

320

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2020		33.7980		38.0935		106,990
		04		2019		26.7716		33.7980		126,645
		04		2018		29.7057		26.7716		140,226
		04		2017		25.1706		29.7057		157,499
		04		2016		23.7552		25.1706		185,648
		04		2015		24.0434		23.7552		232,341
		04		2014		21.8621		24.0434		273,509
		04		2013		16.4046		21.8621		375,451
		04		2012		14.5520		16.4046		471,116
		04		2011		14.6021		14.5520		550,195
		05		2020		33.4977		37.7353		2,842
		05		2019		26.5476		33.4977		3,796
		05		2018		29.4726		26.5476		4,498
		05		2017		24.9859		29.4726		5,182
		05		2016		23.5930		24.9859		5,600
		05		2015		23.8914		23.5930		6,346
		05		2014		21.7350		23.8914		8,480
		05		2013		16.3176		21.7350		9,731
		05		2012		14.4822		16.3176		11,859
		05		2011		14.5395		14.4822		14,155
		06		2020		32.6187		36.6902		4,677
		06		2019		25.8896		32.6187		6,271
		06		2018		28.7854		25.8896		6,755
		06		2017		24.4399		28.7854		9,815
		06		2016		23.1128		24.4399		14,913
		06		2015		23.4411		23.1128		16,507
		06		2014		21.3580		23.4411		56,930
		06		2013		16.0591		21.3580		70,434
		06		2012		14.2748		16.0591		94,859
		06		2011		14.3532		14.2748		105,855
		07		2020		29.4827		33.1460		0
		07		2019		23.4123		29.4827		254
		07		2018		26.0442		23.4123		1,179
		07		2017		22.1237		26.0442		1,500
		07		2016		20.9331		22.1237		1,809
		07		2015		21.2412		20.9331		2,267
		07		2014		19.3635		21.2412		2,626
		07		2013		14.5669		19.3635		16,323
		07		2012		12.9551		14.5669		41,542
		07		2011		13.0329		12.9551		44,415
		08		2020		28.4960		31.9716		0
		08		2019		22.6747		28.4960		196
		08		2018		25.2752		22.6747		216
		08		2017		21.5140		25.2752		262
		08		2016		20.3980		21.5140		307
		08		2015		20.7407		20.3980		345
		08		2014		18.9460		20.7407		386
		08		2013		14.2820		18.9460		975
		08		2012		12.7278		14.2820		1,516
		08		2011		12.8304		12.7278		1,637

321

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
MFS Corporate Bond Portfolio, Service Class		01		2020		19.6604		21.3353		1,684,071
		01		2019		17.4642		19.6604		1,753,115
		01		2018		18.3658		17.4642		1,868,324
		01		2017		17.5970		18.3658		2,097,941
		01		2016		16.8820		17.5970		2,039,218
		01		2015		17.2657		16.8820		2,318,716
		01		2014		16.6253		17.2657		2,480,388
		01		2013		16.9907		16.6253		2,675,289
		01		2012		15.5647		16.9907		2,186,893
		01		2011		14.8866		15.5647		2,136,109
		02		2020		18.9769		20.5523		242,000
		02		2019		16.8909		18.9769		248,573
		02		2018		17.7988		16.8909		257,718
		02		2017		17.0880		17.7988		305,383
		02		2016		16.4271		17.0880		304,731
		02		2015		16.8347		16.4271		303,945
		02		2014		16.2434		16.8347		301,614
		02		2013		16.6342		16.2434		328,661
		02		2012		15.2694		16.6342		327,100
		02		2011		14.6338		15.2694		322,785
		03		2020		18.8102		20.3614		14,271
		03		2019		16.7509		18.8102		13,007
		03		2018		17.6602		16.7509		13,220
		03		2017		16.9634		17.6602		79,690
		03		2016		16.3157		16.9634		77,076
		03		2015		16.7290		16.3157		73,811
		03		2014		16.1496		16.7290		75,016
		03		2013		16.5465		16.1496		9,809
		03		2012		15.1967		16.5465		8,163
		03		2011		14.5715		15.1967		8,571
		04		2020		18.3160		19.7966		213,046
		04		2019		16.3354		18.3160		225,233
		04		2018		17.2483		16.3354		247,500
		04		2017		16.5928		17.2483		296,462
		04		2016		15.9837		16.5928		289,375
		04		2015		16.4137		15.9837		309,677
		04		2014		15.8695		16.4137		406,091
		04		2013		16.2846		15.8695		496,903
		04		2012		14.9791		16.2846		369,557
		04		2011		14.3849		14.9791		359,463
		05		2020		18.1532		19.6104		0
		05		2019		16.1987		18.1532		0
		05		2018		17.1129		16.1987		0
		05		2017		16.4711		17.1129		0
		05		2016		15.8745		16.4711		0
		05		2015		16.3099		15.8745		0
		05		2014		15.7773		16.3099		0
		05		2013		16.1981		15.7773		0
		05		2012		14.9073		16.1981		0
		05		2011		14.3232		14.9073		0

322

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2020		17.6769		19.0673		3,008
		06		2019		15.7972		17.6769		8,087
		06		2018		16.7138		15.7972		8,318
		06		2017		16.1111		16.7138		8,752
		06		2016		15.5514		16.1111		8,859
		06		2015		16.0025		15.5514		9,480
		06		2014		15.5036		16.0025		8,501
		06		2013		15.9417		15.5036		5,554
		06		2012		14.6939		15.9417		7,526
		06		2011		14.1397		14.6939		7,888
		07		2020		15.7393		16.9686		2,086
		07		2019		14.0727		15.7393		1,916
		07		2018		14.8968		14.0727		1,813
		07		2017		14.3669		14.8968		1,812
		07		2016		13.8748		14.3669		1,637
		07		2015		14.2846		13.8748		1,589
		07		2014		13.8463		14.2846		1,600
		07		2013		14.2448		13.8463		77,476
		07		2012		13.1365		14.2448		15,759
		07		2011		12.6476		13.1365		11,875
		08		2020		15.2125		16.3674		0
		08		2019		13.6294		15.2125		0
		08		2018		14.4569		13.6294		0
		08		2017		13.9710		14.4569		0
		08		2016		13.5201		13.9710		0
		08		2015		13.9480		13.5201		1,661
		08		2014		13.5477		13.9480		1,859
		08		2013		13.9662		13.5477		2,018
		08		2012		12.9062		13.9662		1,887
		08		2011		12.4512		12.9062		2,065
MFS Core Equity Portfolio, Service Class		01		2020		25.3672		29.5358		429,433
		01		2019		19.4109		25.3672		455,226
		01		2018		20.5743		19.4109		488,273
		01		2017		16.8005		20.5743		520,682
		01		2016		15.3801		16.8005		537,398
		01		2015		15.7016		15.3801		624,668
		01		2014		14.3742		15.7016		668,161
		01		2013		10.8839		14.3742		843,492
		01		2012		9.5211		10.8839		1,002,792
		01		2011		9.8034		9.5211		1,022,395
		02		2020		24.7150		28.7186		137,818
		02		2019		18.9497		24.7150		145,746
		02		2018		20.1261		18.9497		162,614
		02		2017		16.4675		20,1261		165,776
		02		2016		15.1059		16.4675		193,546
		02		2015		15.4532		15.1059		215,236
		02		2014		14.1756		15.4532		221,574
		02		2013		10.7554		14.1756		245,703
		02		2012		9.4279		10.7554		282,434
		02		2011		9.7272		9.4279		298,416

323

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2020		24.5548		28.5180		2,691
		03		2019		18.8364		24.5548		2,250
		03		2018		20.0158		18.8364		2,517
		03		2017		16.3855		20.0158		2,566
		03		2016		15.0384		16.3855		2,865
		03		2015		15.3919		15.0384		3,027
		03		2014		14.1266		15.3919		3,070
		03		2013		10.7236		14.1266		2,397
		03		2012		9.4048		10.7236		2,669
		03		2011		9.7083		9.4048		2,744
		04		2020		24.0781		27.9222		32,700
		04		2019		18.4986		24.0781		36,322
		04		2018		19.6867		18.4986		42,456
		04		2017		16.1404		19.6867		46,810
		04		2016		14.8362		16.1404		46,090
		04		2015		15.2082		14.8362		66,520
		04		2014		13.9794		15.2082		80,817
		04		2013		10.6282		13.9794		159,905
		04		2012		9.3355		10.6282		166,056
		04		2011		9.6515		9.3355		100,718
		05		2020		23.9201		27.7244		928
		05		2019		18.3867		23.9201		958
		05		2018		19.5779		18.3867		1,032
		05		2017		16.0595		19.5779		1,048
		05		2016		14.7694		16.0595		1,116
		05		2015		15.1475		14.7694		1,141
		05		2014		13.9307		15.1475		1,172
		05		2013		10.5965		13.9307		1,268
		05		2012		9.3125		10.5965		1,446
		05		2011		9.6327		9.3125		1,526
		06		2020		23.4566		27.1465		0
		06		2019		18.0574		23.4566		2,767
		06		2018		19.2561		18.0574		4,401
		06		2017		15.8192		19.2561		9,729
		06		2016		14.5707		15.8192		11,709
		06		2015		14.9667		14.5707		12,209
		06		2014		13.7855		14.9667		49,094
		06		2013		10.5022		13.7855		49,364
		06		2012		9.2438		10.5022		50,263
		06		2011		9.5763		9.2438		46,770
		07		2020		23.3038		26.9561		0
		07		2019		17.9488		23.3038		0
		07		2018		19.1501		17.9488		0
		07		2017		15.7401		19.1501		0
		07		2016		14.5052		15.7401		0
		07		2015		14.9070		14.5052		0
		07		2014		13.7376		14.9070		0
		07		2013		10.4710		13.7376		0
		07		2012		9.2211		10.4710		2,569
		07		2011		9.5576		9.2211		3,843

324

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2020		22.7004		26.2048		0
		08		2019		17.5196		22.7004		0
		`08		2018		18.7303		17.5196		0
		08		2017		15.4263		18.7303		0
		08		2016		14.2451		15.4263		0
		08		2015		14.6697		14.2451		0
		08		2014		13.5466		14.6697		0
		08		2013		10.3466		13.5466		0
		08		2012		9.1303		10.3466		0
		08		2011		9.4829		9.1303		0
MFS Emerging Markets Equity Portfolio, Service Class		01		2020		16.6381		18.0543		217,270
		01		2019		14.0758		16.6381		226,594
		01		2018		16.6681		14.0758		258,419
		01		2017		12.3097		16.6681		259,993
		01		2016		11.4781		12.3097		317,671
		01		2015		13.4278		11.4781		393,953
		01		2014		14.6787		13.4278		424,776
		01		2013		15.7772		14.6787		478,027
		01		2012		13.5269		15.7772		471,685
		01		2011		16.9221		13.5269		536,563
		02		2020		16.1659		17.5066		36,996
		02		2019		13.7037		16.1659		41,370
		02		2018		16.2603		13.7037		72,707
		02		2017		12.0326		16.2603		74,644
		02		2016		11.2426		12.0326		94,245
		02		2015		13.1792		11.2426		95,320
		02		2014		14.4363		13.1792		97,043
		02		2013		15.5483		14.4363		84,392
		02		2012		13.3580		15.5483		75,484
		02		2011		16.7448		13.3580		87,623
		03		2020		16.0502		17.3725		0
		03		2019		13.6125		16.0502		100
		03		2018		16.1602		13.6125		180
		03		2017		11.9646		16.1602		236
		03		2016		11.1847		11.9646		357
		03		2015		13.1180		11.1847		821
		03		2014		14.3765		13.1180		1,184
		03		2013		15.4918		14.3765		1,000
		03		2012		13.3163		15.4918		1,266
		03		2011		16.7009		13.3163		2,656
		04		2020		15.7062		16.9745		39,336
		04		2019		13.3408		15.7062		42,087
		04		2018		15.8618		13.3408		49,066
		04		2017		11.7614		15.8618		51,153
		04		2016		11.0116		11.7614		66,570
		04		2015		12.9348		11.0116		78,408
		04		2014		14.1975		12.9348		80,577
		04		2013		15.3224		14.1975		96,823
		04		2012		13.1909		15.3224		96,377
		04		2011		16.5691		13.1909		117,717

325

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2020		15.5923		16.8426		90
		05		2019		13.2510		15.5923		89
		05		2018		15.7632		13.2510		89
		05		2017		11.6943		15.7632		83
		05		2016		10.9544		11.6943		100
		05		2015		12.8742		10.9544		99
		05		2014		14.1383		12.8742		88
		05		2013		15.2663		14.1383		0
		05		2012		13.1494		15.2663		0
		05		2011		16.5253		13.1494		0
		06		2020		15.2587		16.4576		74
		06		2019		12.9869		15.2587		438
		06		2018		15.4723		12.9869		452
		06		2017		11.4957		15.4723		467
		06		2016		10.7848		11.4957		483
		06		2015		12.6944		10.7848		501
		06		2014		13.9622		12.6944		518
		06		2013		15.0993		13.9622		536
		06		2012		13.0256		15.0993		886
		06		2011		16.3949		13.0256		1,032
		07		2020		15.1488		16.3308		0
		07		2019		12.8999		15.1488		0
		07		2018		15.3764		12.8999		0
		07		2017		11.4302		15.3764		0
		07		2016		10.7289		11.4302		0
		07		2015		12.6350		10.7289		0
		07		2014		13.9040		12.6350		0
		07		2013		15.0440		13.9040		0
		07		2012		12.9846		15.0440		0
		07		2011		16.3516		12.9846		0
		08		2020		14.7161		15.8320		0
		08		2019		12.5568		14.7161		0
		08		2018		14.9981		12.5568		0
		08		2017		11.1716		14.9981		0
		08		2016		10.5076		11.1716		0
		08		2015		12.3998		10.5076		0
		08		2014		13.6732		12.3998		0
		08		2013		14.8246		13.6732		82
		08		2012		12.8216		14.8246		65
		08		2011		16.1794		12.8216		66
MFS Global Growth Portfolio, Service Class		01		2020		41.0921		48.6954		512
		01		2019		30.7971		41.0921		508
		01		2018		32.9849		30.7971		562
		01		2017		25.4494		32.9849		14,128
		01		2016		24.4462		25.4494		19,121
		01		2015		25.3182		24.4462		1,385
		01		2014		24.7399		25.3182		1,897
		01		2013		20.7996		24.7399		2,074
		01		2012		17.6999		20.7996		2,007
		01		2011		19.2816		17.6999		2,901

326

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2020		39.6635		46.9081		700
		02		2019		29.7861		39.6635		0
		02		2018		31.9664		29.7861		0
		02		2017		24.7131		31.9664		0
		02		2016		23.7873		24.7131		919
		02		2015		24.6861		23.7873		919
		02		2014		24.1714		24.6861		926
		02		2013		20.3630		24.1714		968
		02		2012		17.3639		20.3630		1,397
		02		2011		18.9541		17.3639		1,467
		03		2020		39.3150		46.4725		0
		03		2019		29.5392		39.3150		0
		03		2018		31.7176		29.5392		0
		03		2017		24.5330		31.7176		0
		03		2016		23.6260		24.5330		0
		03		2015		24.5311		23.6260		0
		03		2014		24.0318		24.5311		0
		03		2013		20.2557		24.0318		0
		03		2012		17.2812		20.2557		0
		03		2011		18.8734		17.2812		0
		04		2020		38.2819		45.1830		215
		04		2019		28.8064		38.2819		224
		04		2018		30.9776		28.8064		234
		04		2017		23.9968		30.9776		245
		04		2016		23.1451		23.9968		255
		04		2015		24.0687		23.1451		255
		04		2014		23.6149		24.0687		351
		04		2013		19.9349		23.6149		631
		04		2012		17.0337		19.9349		748
		04		2011		18.6316		17.0337		749
		05		2020		37.9416		44.7580		0
		05		2019		28.5652		37.9416		0
		05		2018		30.7344		28.5652		0
		05		2017		23.8207		30.7344		0
		05		2016		22.9870		23.8207		0
		05		2015		23.9165		22.9870		0
		05		2014		23.4776		23.9165		0
		05		2013		19.8291		23.4776		0
		05		2012		16.9520		19.8291		0
		05		2011		18.5517		16.9520		0
		06		2020		36.9461		43.5184		0
		06		2019		27.8573		36.9461		0
		06		2018		30.0178		27.8573		0
		06		2017		23.3002		30.0178		0
		06		2016		22.5191		23.3002		0
		06		2015		23.4657		22.5191		0
		06		2014		23.0704		23.4657		0
		06		2013		19.5151		23.0704		0
		06		2012		16.7092		19.5151		0
		06		2011		18.3141		16.7092		0

327

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2020		33.5553		39.5044		0
		07		2019		25.3134		33.5553		0
		07		2018		27.2904		25.3134		0
		07		2017		21.1938		27.2904		0
		07		2016		20.4939		21.1938		0
		07		2015		21.3662		20.4939		0
		07		2014		21.0170		21.3662		0
		07		2013		17.7872		21.0170		0
		07		2012		15.2376		17.7872		0
		07		2011		16.7096		15.2376		0
		08		2020		32.4324		38.1049		0
		08		2019		24.5159		32.4324		0
		08		2018		26.4847		24.5159		0
		08		2017		20.6099		26.4847		0
		08		2016		19.9700		20.6099		0
		08		2015		20.8627		19.9700		0
		08		2014		20.5639		20.8627		0
		08		2013		17.4393		20.5639		0
		08		2012		14.9704		17.4393		0
		08		2011		16.4502		14.9704		0
MFS Global Research Portfolio, Service Class		01		2020		30.5851		34.9650		3,252
		01		2019		23.6263		30.5851		4,427
		01		2018		26.4177		23.6263		4,740
		01		2017		21.4571		26.4177		4,754
		01		2016		20.7366		21.4571		7,226
		01		2015		21.3167		20.7366		8,478
		01		2014		21.2181		21.3167		9,618
		01		2013		17.4432		21.2181		10,881
		01		2012		15.2155		17.4432		15,802
		01		2011		16.6351		15.2155		17,738
		02		2020		29.5218		33.6817		4,735
		02		2019		22.8507		29.5218		5,543
		02		2018		25.6021		22.8507		5,771
		02		2017		20.8364		25.6021		5,806
		02		2016		20.1777		20.8364		6,153
		02		2015		20.7845		20.1777		12,258
		02		2014		20.7305		20.7845		12,613
		02		2013		17.0771		20.7305		13,969
		02		2012		14.9267		17.0771		20,165
		02		2011		16.3526		14.9267		23,651
		03		2020		29.2624		33.3688		0
		03		2019		22.6612		29.2624		0
		03		2018		25.4027		22.6612		0
		03		2017		20.6845		25.4027		0
		03		2016		20.0408		20.6845		0
		03		2015		20.6539		20.0408		0
		03		2014		20.6108		20.6539		0
		03		2013		16.9871		20.6108		0
		03		2012		14.8556		16.9871		0
		03		2011		16.2829		14.8556		0

328

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2020		28.4934		32.4428		2,257
		04		2019		22.0990		28.4934		2,539
		04		2018		24.8101		22.0990		2,723
		04		2017		20.2324		24.8101		2,936
		04		2016		19.6329		20.2324		6,432
		04		2015		20.2646		19.6329		6,807
		04		2014		20.2533		20.2646		6,868
		04		2013		16.7180		20.2533		3,673
		04		2012		14.6428		16.7180		2,008
		04		2011		16.0743		14.6428		11,955
		05		2020		28.2400		32.1376		0
		05		2019		21.9139		28.2400		0
		05		2018		24.6152		21.9139		0
		05		2017		20.0839		24.6152		0
		05		2016		19.4987		20.0839		0
		05		2015		20.1363		19.4987		0
		05		2014		20.1354		20.1363		0
		05		2013		16.6293		20.1354		0
		05		2012		14.5725		16.6293		0
		05		2011		16.0053		14.5725		0
		06		2020		27.4990		31.2474		0
		06		2019		21.3708		27.4990		0
		06		2018		24.0412		21.3708		0
		06		2017		19.6450		24.0412		0
		06		2016		19.1018		19.6450		1,496
		06		2015		19.7568		19.1018		1,445
		06		2014		19.7862		19.7568		1,443
		06		2013		16.3659		19.7862		1,458
		06		2012		14.3638		16.3659		1,522
		06		2011		15.8003		14.3638		1,687
		07		2020		24.7309		28.0878		0
		07		2019		19.2292		24.7309		0
		07		2018		21.6430		19.2292		0
		07		2017		17.6942		21.6430		0
		07		2016		17.2138		17.6942		0
		07		2015		17.8131		17.2138		0
		07		2014		17.8488		17.8131		0
		07		2013		14.7709		17.8488		0
		07		2012		12.9706		14.7709		0
		07		2011		14.2751		12.9706		0
		08		2020		23.9031		27.0925		0
		08		2019		18.6233		23.9031		0
		08		2018		21.0039		18.6233		0
		08		2017		17.2066		21.0039		0
		08		2016		16.7737		17.2066		0
		08		2015		17.3933		16.7737		0
		08		2014		17.4638		17.3933		0
		08		2013		14.4820		17.4638		0
		08		2012		12.7431		14.4820		0
		08		2011		14.0534		12.7431		0

329

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
MFS Global Tactical Allocation Portfolio, Service Class		01		2020		13.8697		14.4574		4,777,718
		01		2019		12.3372		13.8697		5,235,464
		01		2018		13.1776		12.3372		5,830,919
		01		2017		12.1151		13.1776		6,721,300
		01		2016		11.6232		12.1151		7,483,569
		01		2015		12.1200		11.6232		8,335,654
		01		2014		11.8212		12.1200		9,695,199
		01		2013		11.0736		11.8212		11,964,116
		01		2012		10.3056		11.0736		12,787,490
		01		2011		10.3446		10.3056		13,560,680
		02		2020		13.5903		14.1378		80,729
		02		2019		12.1130		13.5903		80,768
		02		2018		12.9643		12.1130		99,645
		02		2017		11.9429		12.9643		104,836
		02		2016		11.4813		11.9429		98,841
		02		2015		11.9965		11.4813		111,270
		02		2014		11.7246		11.9965		131,769
		02		2013		11.0055		11.7246		118,846
		02		2012		10.2632		11.0055		143,460
		02		2011		10.3230		10.2632		169,735
		03		2020		13.5215		14.0591		0
		03		2019		12.0578		13.5215		0
		03		2018		12.9116		12.0578		0
		03		2017		11.9004		12.9116		0
		03		2016		11.4462		11.9004		0
		03		2015		11.9659		11.4462		0
		03		2014		11.7007		11.9659		0
		03		2013		10.9885		11.7007		0
		03		2012		10.2526		10.9885		0
		03		2011		10.3176		10.2526		0
		04		2020		13.3161		13.8246		1,303,458
		04		2019		11.8925		13.3161		1,369,885
		04		2018		12.7540		11.8925		1,524,112
		04		2017		11.7729		12.7540		1,722,108
		04		2016		11.3409		11.7729		1,927,177
		04		2015		11.8740		11.3409		2,115,255
		04		2014		11.6286		11.8740		2,541,574
		04		2013		10.9376		11.6286		3,182,161
		04		2012		10.2209		10.9376		3,459,678
		04		2011		10.3014		10.2209		3,717,423
		05		2020		13.2476		13.7463		0
		05		2019		11.8375		13.2476		0
		05		2018		12.7017		11.8375		0
		05		2017		11.7306		12.7017		0
		05		2016		11.3060		11.7306		0
		05		2015		11.8435		11.3060		0
		05		2014		11.6047		11.8435		0
		05		2013		10.9207		11.6047		0
		05		2012		10.2103		10.9207		0
		05		2011		10.2960		10.2103		3,139

330

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2020		13.0468		13.5177		0
		06		2019		11.6755		13.0468		0
		06		2018		12.5467		11.6755		0
		06		2017		11.6049		12.5467		0
		06		2016		11.2020		11.6049		0
		06		2015		11.7525		11.2020		0
		06		2014		11.5332		11.7525		0
		06		2013		10.8701		11.5332		0
		06		2012		10.1787		10.8701		0
		06		2011		10.2798		10.1787		0
		07		2020		12.9804		13.4421		0
		07		2019		11.6219		12.9804		0
		07		2018		12.4954		11.6219		0
		07		2017		11.5633		12.4954		0
		07		2016		11.1675		11.5633		0
		07		2015		11.7224		11.1675		0
		07		2014		11.5095		11.7224		0
		07		2013		10.8533		11.5095		0
		07		2012		10.1681		10.8533		0
		07		2011		10.2744		10.1681		0
		08		2020		12.7171		13.1427		0
		08		2019		11.4093		12.7171		0
		08		2018		12.2919		11.4093		0
		08		2017		11.3980		12.2919		0
		08		2016		11.0305		11.3980		0
		08		2015		11.6023		11.0305		0
		08		2014		11.4149		11.6023		0
		08		2013		10.7862		11.4149		0
		08		2012		10.1261		10.7862		0
		08		2011		10.2528		10.1261		0
MFS Government Securities Portfolio, Service Class		01		2020		13.2289		13.8065		2,546,521
		01		2019		12.6472		13.2289		2,679,221
		01		2018		12.8382		12.6472		2,912,675
		01		2017		12.7933		12.8382		3,506,028
		01		2016		12.9206		12.7933		3,942,841
		01		2015		13.1038		12.9206		4,188,949
		01		2014		12.7294		13.1038		4,466,390
		01		2013		13.3289		12.7294		5,574,293
		01		2012		13.2529		13.3289		6,549,160
		01		2011		12.5801		13.2529		6,805,859
		02		2020		12.7691		13.2998		1,297,959
		02		2019		12.2321		12.7691		1,359,040
		02		2018		12.4418		12.2321		1,441,814
		02		2017		12.4232		12.4418		1,689,049
		02		2016		12.5724		12.4232		1,820,702
		02		2015		12.7767		12.5724		1,918,580
		02		2014		12.4369		12.7767		2,272,933
		02		2013		13.0492		12.4369		2,712,102
		02		2012		13.0014		13.0492		3,008,791
		02		2011		12.3664		13.0014		3,173,045

331

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2020		12.6569		13.1763		57,048
		03		2019		12.1307		12.6569		62,350
		03		2018		12.3449		12.1307		72,518
		03		2017		12.3327		12.3449		85,448
		03		2016		12.4871		12.3327		85,709
		03		2015		12.6965		12.4871		102,360
		03		2014		12.3651		12.6965		111,781
		03		2013		12.9805		12.3651		124,153
		03		2012		12.9395		12.9805		116,759
		03		2011		12.3138		12.9395		118,285
		04		2020		12.3243		12.8107		486,798
		04		2019		11.8298		12.3243		502,520
		04		2018		12.0570		11.8298		530,889
		04		2017		12.0632		12.0570		630,059
		04		2016		12.2330		12.0632		682,241
		04		2015		12.4572		12.2330		724,365
		04		2014		12.1506		12.4572		878,354
		04		2013		12.7749		12.1506		1,102,788
		04		2012		12.7543		12.7749		1,223,951
		04		2011		12.1560		12.7543		1,300,791
		05		2020		12.2148		12.6902		5,427
		05		2019		11.7307		12.2148		6,221
		05		2018		11.9623		11.7307		6,624
		05		2017		11.9747		11.9623		7,671
		05		2016		12.1494		11.9747		7,501
		05		2015		12.3784		12.1494		14,096
		05		2014		12.0800		12.3784		15,910
		05		2013		12.7071		12.0800		15,497
		05		2012		12.6931		12.7071		21,019
		05		2011		12.1039		12.6931		21,728
		06		2020		11.8942		12.3387		14,050
		06		2019		11.4400		11.8942		15,309
		06		2018		11.6833		11.4400		16,208
		06		2017		11.7130		11.6833		20,147
		06		2016		11.9021		11.7130		21,665
		06		2015		12.1451		11.9021		23,427
		06		2014		11.8704		12.1451		29,653
		06		2013		12.5059		11.8704		50,660
		06		2012		12.5113		12.5059		73,397
		06		2011		11.9488		12.5113		87,098
		07		2020		11.4313		11.8525		0
		07		2019		11.0002		11.4313		493
		07		2018		11.2399		11.0002		1,696
		07		2017		11.2741		11.2399		2,173
		07		2016		11.4621		11.2741		3,317
		07		2015		11.7020		11.4621		3,761
		07		2014		11.4432		11.7020		4,337
		07		2013		12.0620		11.4432		32,013
		07		2012		12.0734		12.0620		73,186
		07		2011		11.5365		12.0734		86,075

332

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2020		11.0487		11.4325		0
		08		2019		10.6537		11.0487		1,120
		08		2018		10.9081		10.6537		1,123
		08		2017		10.9635		10.9081		1,210
		08		2016		11.1691		10.9635		1,199
		08		2015		11.4262		11.1691		1,173
		08		2014		11.1965		11.4262		1,278
		08		2013		11.8261		11.1965		1,989
		08		2012		11.8617		11.8261		8,285
		08		2011		11.3573		11.8617		10,916
MFS High Yield Portfolio, Service Class		01		2020		24.0592		24.8101		269,270
		01		2019		21.3758		24.0592		301,570
		01		2018		22.4632		21.3758		341,895
		01		2017		21.4827		22.4632		412,795
		01		2016		19.2204		21.4827		467,027
		01		2015		20.4469		19.2204		575,304
		01		2014		20.2762		20.4469		651,761
		01		2013		19.4315		20.2762		764,023
		01		2012		17.2515		19.4315		915,899
		01		2011		16.8880		17.2515		643,336
		02		2020		23.2230		23.8996		174,381
		02		2019		20.6742		23.2230		194,709
		02		2018		21.7697		20.6742		220,622
		02		2017		20.8613		21.7697		269,704
		02		2016		18.7024		20.8613		329,756
		02		2015		19.9366		18.7024		398,934
		02		2014		19.8104		19.9366		446,643
		02		2013		19.0238		19.8104		522,322
		02		2012		16.9242		19.0238		620,253
		02		2011		16.6012		16.9242		561,851
		03		2020		23.0189		23.6777		12,775
		03		2019		20.5029		23.0189		12,556
		03		2018		21.6002		20.5029		14,087
		03		2017		20.7093		21.6002		16,213
		03		2016		18.5756		20.7093		17,771
		03		2015		19.8114		18.5756		22,730
		03		2014		19.6961		19.8114		24,255
		03		2013		18.9235		19.6961		25,099
		03		2012		16.8436		18.9235		23,034
		03		2011		16.5305		16.8436		27,139
		04		2020		22.4141		23.0208		115,395
		04		2019		19.9943		22.4141		117,857
		04		2018		21.0964		19.9943		136,888
		04		2017		20.2568		21.0964		148,548
		04		2016		18.1976		20.2568		159,289
		04		2015		19.4380		18.1976		186,885
		04		2014		19.3545		19.4380		207,526
		04		2013		18.6239		19.3545		247,450
		04		2012		16.6025		18.6239		326,832
		04		2011		16.3188		16.6025		320,540

333

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2020		22.2149		22.8043		8,172
		05		2019		19.8269		22.2149		9,631
		05		2018		20.9308		19.8269		9,766
		05		2017		20.1081		20.9308		9,930
		05		2016		18.0733		20.1081		10,002
		05		2015		19.3151		18.0733		7,870
		05		2014		19.2419		19.3151		7,823
		05		2013		18.5251		19.2419		8,282
		05		2012		16.5228		18.5251		14,411
		05		2011		16.2488		16.5228		7,443
		06		2020		21.6321		22.1727		3,903
		06		2019		19.3356		21.6321		4,191
		06		2018		20.4428		19.3356		4,717
		06		2017		19.6688		20.4428		5,323
		06		2016		17.7055		19.6688		6,388
		06		2015		18.9511		17.7055		8,321
		06		2014		18.9083		18.9511		10,033
		06		2013		18.2318		18.9083		14,706
		06		2012		16.2863		18.2318		25,920
		06		2011		16.0407		16.2863		30,386
		07		2020		18.8390		19.3001		0
		07		2019		16.8475		18.8390		130
		07		2018		17.8213		16.8475		312
		07		2017		17.1552		17.8213		390
		07		2016		15.4507		17.1552		609
		07		2015		16.5461		15.4507		835
		07		2014		16.5172		16.5461		944
		07		2013		15.9343		16.5172		6,927
		07		2012		14.2414		15.9343		21,461
		07		2011		14.0338		14.2414		16,828
		08		2020		18.2086		18.6163		0
		08		2019		16.3168		18.2086		215
		08		2018		17.2951		16.3168		223
		08		2017		16.6825		17.2951		245
		08		2016		15.0557		16.6825		255
		08		2015		16.1562		15.0557		284
		08		2014		16.1610		16.1562		300
		08		2013		15.6227		16.1610		501
		08		2012		13.9916		15.6227		1,692
		08		2011		13.8158		13.9916		1,928
MFS International Growth Portfolio, Service Class		01		2020		16.3963		18.6255		210,870
		01		2019		13.1149		16.3963		226,840
		01		2018		14.7033		13.1149		235,314
		01		2017		11.2949		14.7033		230,829
		01		2016		11.2424		11.2949		274,010
		01		2015		11.4191		11.2424		258,661
		01		2014		12.2460		11.4191		292,996
		01		2013		10.9534		12.2460		385,518
		01		2012		9.3174		10.9534		376,175
		01		2011		10.6579		9.3174		463,026

334

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2020		15.9746		18.1100		31,090
		02		2019		12.8032		15.9746		43,073
		02		2018		14.3829		12.8032		45,492
		02		2017		11.0710		14.3829		39,496
		02		2016		11.0419		11.0710		44,883
		02		2015		11.2383		11.0419		40,323
		02		2014		12.0768		11.2383		53,714
		02		2013		10.8240		12.0768		66,143
		02		2012		9.2262		10.8240		70,455
		02		2011		10.5751		9.2262		113,158
		03		2020		15.8711		17.9836		0
		03		2019		12.7267		15.8711		0
		03		2018		14.3041		12.7267		0
		03		2017		11.0159		14.3041		0
		03		2016		10.9925		11.0159		510
		03		2015		11.1938		10.9925		478
		03		2014		12.0350		11.1938		499
		03		2013		10.7920		12.0350		474
		03		2012		9.2036		10.7920		465
		03		2011		10.5545		9.2036		500
		04		2020		15.5630		17.6078		23,168
		04		2019		12.4984		15.5630		24,694
		04		2018		14.0689		12.4984		32,136
		04		2017		10.8511		14.0689		22,461
		04		2016		10.8447		10.8511		26,488
		04		2015		11.0602		10.8447		41,002
		04		2014		11.9096		11.0602		46,691
		04		2013		10.6960		11.9096		57,657
		04		2012		9.1358		10.6960		64,417
		04		2011		10.4928		9.1358		73,007
		05		2020		15.4609		17.4831		0
		05		2019		12.4228		15.4609		0
		05		2018		13.9912		12.4228		0
		05		2017		10.7967		13.9912		0
		05		2016		10.7959		10.7967		0
		05		2015		11.0160		10.7959		0
		05		2014		11.8681		11.0160		0
		05		2013		10.6642		11.8681		0
		05		2012		9.1133		10.6642		0
		05		2011		10.4723		9.1133		0
		06		2020		15.1612		17.1187		0
		06		2019		12.2003		15.1612		0
		06		2018		13.7612		12.2003		0
		06		2017		10.6352		13.7612		0
		06		2016		10.6507		10.6352		0
		06		2015		10.8845		10.6507		0
		06		2014		11.7445		10.8845		0
		06		2013		10.5692		11.7445		0
		06		2012		9.0461		10.5692		0
		06		2011		10.4110		9.0461		0

335

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2020		15.0624		16.9985		0
		07		2019		12.1269		15.0624		0
		07		2018		13.6854		12.1269		0
		07		2017		10.5819		13.6854		0
		07		2016		10.6027		10.5819		0
		07		2015		10.8410		10.6027		0
		07		2014		11.7035		10.8410		0
		07		2013		10.5378		11.7035		0
		07		2012		9.0238		10.5378		138
		07		2011		10.3906		9.0238		146
		08		2020		14.6725		16.5248		0
		08		2019		11.8370		14.6725		0
		08		2018		13.3855		11.8370		0
		08		2017		10.3710		13.3855		0
		08		2016		10.4127		10.3710		0
		08		2015		10.6686		10.4127		0
		08		2014		11.5410		10.6686		0
		08		2013		10.4127		11.5410		0
		08		2012		8.9350		10.4127		0
		08		2011		10.3095		8.9350		0
MFS International Intrinsic Value Portfolio, Service Class		01		2020		19.3920		22.9259		1,085,961
		01		2019		15.6910		19.3920		1,334,484
		01		2018		17.6737		15.6910		1,569,645
		01		2017		14.1687		17.6737		1,740,242
		01		2016		13.8734		14.1687		2,239,316
		01		2015		13.2676		13.8734		2,531,319
		01		2014		13.3391		13.2676		2,947,440
		01		2013		10.6262		13.3391		3,452,666
		01		2012		9.3205		10.6262		4,034,518
		01		2011		9.6480		9.3205		5,226,896
		02		2020		18.8933		22.2915		778,429
		02		2019		15.3182		18.8933		927,933
		02		2018		17.2886		15.3182		1,147,270
		02		2017		13.8878		17.2886		1,255,976
		02		2016		13.6261		13.8878		1,645,801
		02		2015		13.0576		13.6261		1,782,875
		02		2014		13.1548		13.0576		2,014,493
		02		2013		10.5007		13.1548		2,266,211
		02		2012		9.2293		10.5007		2,757,026
		02		2011		9.5731		9.2293		3,407,858
		03		2020		18.7709		22.1360		16,567
		03		2019		15.2267		18.7709		18,995
		03		2018		17.1940		15.2267		21,656
		03		2017		13.8187		17.1940		22,365
		03		2016		13.5652		13.8187		29,671
		03		2015		13.0059		13.5652		32,013
		03		2014		13.1093		13.0059		39,698
		03		2013		10.4697		13.1093		42,344
		03		2012		9.2067		10.4697		55,834
		03		2011		9.5545		9.2067		73,261

336

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2020		18.4065		21.6734		152,749
		04		2019		14.9536		18.4065		172,609
		04		2018		16.9113		14.9536		198,840
		04		2017		13.6120		16.9113		210,322
		04		2016		13.3828		13.6120		258,201
		04		2015		12.8506		13.3828		286,779
		04		2014		12.9727		12.8506		331,360
		04		2013		10.3765		12.9727		389,325
		04		2012		9.1388		10.3765		467,474
		04		2011		9.4986		9.1388		587,025
		05		2020		18.2857		21.5199		715
		05		2019		14.8632		18.2857		739
		05		2018		16.8178		14.8632		810
		05		2017		13.5438		16.8178		776
		05		2016		13.3226		13.5438		890
		05		2015		12.7993		13.3226		969
		05		2014		12.9275		12.7993		1,003
		05		2013		10.3457		12.9275		1,020
		05		2012		9.1163		10.3457		0
		05		2011		9.4800		9.1163		0
		06		2020		17.9314		21.0714		497
		06		2019		14.5970		17.9314		2,663
		06		2018		16.5415		14.5970		2,866
		06		2017		13.3412		16.5415		2,754
		06		2016		13.1434		13.3412		4,419
		06		2015		12.6466		13.1434		4,220
		06		2014		12.7928		12.6466		1,907
		06		2013		10.2536		12.7928		2,687
		06		2012		9.0491		10.2536		2,747
		06		2011		9.4245		9.0491		6,522
		07		2020		17.8146		20.9235		0
		07		2019		14.5092		17.8146		0
		07		2018		16.4503		14.5092		0
		07		2017		13.2744		16.4503		0
		07		2016		13.0842		13.2744		0
		07		2015		12.5961		13.0842		0
		07		2014		12.7482		12.5961		0
		07		2013		10.2231		12.7482		3,402
		07		2012		9.0268		10.2231		3,800
		07		2011		9.4061		9.0268		3,987
		08		2020		17.3534		20.3404		0
		08		2019		14.1622		17.3534		0
		08		2018		16.0898		14.1622		0
		08		2017		13.0098		16.0898		0
		08		2016		12.8497		13.0098		0
		08		2015		12.3957		12.8497		0
		08		2014		12.5711		12.3957		0
		08		2013		10.1017		12.5711		0
		08		2012		8.9380		10.1017		0
		08		2011		9.3326		8.9380		0

337

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
MFS Massachusetts Investors Growth Stock Portfolio, Service Class		01		2020		41.1528		49.4588		30,228
		01		2019		29.9754		41.1528		39,932
		01		2018		30.3052		29.9754		47,570
		01		2017		24.0520		30.3052		54,666
		01		2016		23.1057		24.0520		65,406
		01		2015		23.5722		23.1057		77,794
		01		2014		21.5482		23.5722		93,662
		01		2013		16.8364		21.5482		111,676
		01		2012		14.6509		16.8364		87,285
		01		2011		14.8118		14.6509		106,595
		02		2020		39.7222		47.6435		40,414
		02		2019		28.9914		39.7222		53,582
		02		2018		29.3695		28.9914		54,633
		02		2017		23.3562		29.3695		65,329
		02		2016		22.4830		23.3562		77,726
		02		2015		22.9837		22.4830		90,056
		02		2014		21.0530		22.9837		97,303
		02		2013		16.4830		21.0530		123,807
		02		2012		14.3728		16.4830		132,900
		02		2011		14.5602		14.3728		161,553
		03		2020		39.3732		47.2011		3,551
		03		2019		28.7511		39.3732		3,994
		03		2018		29.1409		28.7511		6,034
		03		2017		23.1860		29.1409		32,073
		03		2016		22.3305		23.1860		35,552
		03		2015		22.8394		22.3305		35,938
		03		2014		20.9315		22.8394		36,732
		03		2013		16.3961		20.9315		15,533
		03		2012		14.3043		16.3961		10,380
		03		2011		14.4982		14.3043		10,639
		04		2020		38.3387		45.8916		77,939
		04		2019		28.0380		38.3387		85,771
		04		2018		28.4611		28.0380		99,774
		04		2017		22.6794		28.4611		111,758
		04		2016		21.8761		22.6794		118,698
		04		2015		22.4090		21.8761		131,074
		04		2014		20.5685		22.4090		91,440
		04		2013		16.1365		20.5685		161,087
		04		2012		14.0995		16.1365		124,873
		04		2011		14.3125		14.0995		148,761
		05		2020		37.9978		45.4597		121
		05		2019		27.8031		37.9978		134
		05		2018		28.2376		27.8031		151
		05		2017		22.5129		28.2376		162
		05		2016		21.7266		22.5129		180
		05		2015		22.2672		21.7266		1,981
		05		2014		20.4488		22.2672		2,001
		05		2013		16.0508		20.4488		2,674
		05		2012		14.0318		16.0508		2,604
		05		2011		14.2511		14.0318		2,647

338

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2020		37.0008		44.2007		0
		06		2019		27.1141		37.0008		6,557
		06		2018		27.5792		27.1141		6,619
		06		2017		22.0209		27.5792		8,534
		06		2016		21.2844		22.0209		8,651
		06		2015		21.8475		21.2844		9,083
		06		2014		20.0941		21.8475		50,178
		06		2013		15.7966		20.0941		50,913
		06		2012		13.8309		15.7966		55,506
		06		2011		14.0685		13.8309		56,345
		07		2020		33.1589		39.5912		0
		07		2019		24.3110		33.1589		936
		07		2018		24.7405		24.3110		1,005
		07		2017		19.7643		24.7405		1,098
		07		2016		19.1130		19.7643		1,454
		07		2015		19.6287		19.1130		1,526
		07		2014		18.0626		19.6287		1,609
		07		2013		14.2068		18.0626		31,414
		07		2012		12.4453		14.2068		23,328
		07		2011		12.6656		12.4453		26,868
		08		2020		32.0493		38.1886		0
		08		2019		23.5451		32.0493		0
		08		2018		24.0101		23.5451		0
		08		2017		19.2197		24.0101		0
		08		2016		18.6244		19.2197		0
		08		2015		19.1661		18.6244		1,228
		08		2014		17.6731		19.1661		1,390
		08		2013		13.9289		17.6731		1,628
		08		2012		12.2270		13.9289		4,608
		08		2011		12.4689		12.2270		5,448
MFS U.S. Government Money Market Portfolio, Service Class		01		2020		8.9108		8.7830		2,853,633
		01		2019		8.9140		8.9108		2,747,035
		01		2018		8.9512		8.9140		2,857,891
		01		2017		9.0747		8.9512		3,292,581
		01		2016		9.2262		9.0747		3,759,627
		01		2015		9.3809		9.2262		3,788,604
		01		2014		9.5383		9.3809		4,717,040
		01		2013		9.6983		9.5383		5,988,234
		01		2012		9.8619		9.6983		6,603,854
		01		2011		10.0269		9.8619		2,265,467
		02		2020		8.6010		8.4606		1,452,835
		02		2019		8.6214		8.6010		1,599,221
		02		2018		8.6748		8.6214		1,482,305
		02		2017		8.8122		8.6748		1,639,491
		02		2016		8.9775		8.8122		2,125,555
		02		2015		9.1467		8.9775		1,906,758
		02		2014		9.3191		9.1467		2,000,497
		02		2013		9.4948		9.3191		2,398,840
		02		2012		9.6748		9.4948		3,139,977
		02		2011		9.8566		9.6748		1,511,050

339

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2020		8.5254		8.3820		76,122
		03		2019		8.5499		8.5254		36,806
		03		2018		8.6072		8.5499		41,880
		03		2017		8.7479		8.6072		47,296
		03		2016		8.9166		8.7479		63,345
		03		2015		9.0893		8.9166		80,331
		03		2014		9.2653		9.0893		88,557
		03		2013		9.4447		9.2653		88,962
		03		2012		9.6287		9.4447		85,505
		03		2011		9.8146		9.6287		155,065
		04		2020		8.3014		8.1495		549,027
		04		2019		8.3378		8.3014		491,082
		04		2018		8.4064		8.3378		507,603
		04		2017		8.5567		8.4064		524,462
		04		2016		8.7351		8.5567		666,289
		04		2015		8.9179		8.7351		602,740
		04		2014		9.1046		8.9179		932,817
		04		2013		9.2952		9.1046		960,844
		04		2012		9.4908		9.2952		1,134,041
		04		2011		9.6889		9.4908		641,639
		05		2020		8.2276		8.0728		6,901
		05		2019		8.2680		8.2276		6,154
		05		2018		8.3404		8.2680		5,960
		05		2017		8.4939		8.3404		6,648
		05		2016		8.6755		8.4939		6,976
		05		2015		8.8615		8.6755		10,194
		05		2014		9.0516		8.8615		28,610
		05		2013		9.2458		9.0516		9,484
		05		2012		9.4453		9.2458		7,293
		05		2011		9.6473		9.4453		52,104
		06		2020		8.0116		7.8491		14,491
		06		2019		8.0630		8.0116		20,929
		06		2018		8.1459		8.0630		21,904
		06		2017		8.3083		8.1459		23,541
		06		2016		8.4989		8.3083		26,074
		06		2015		8.6945		8.4989		21,662
		06		2014		8.8946		8.6945		30,229
		06		2013		9.0994		8.8946		51,532
		06		2012		9.3100		9.0994		127,833
		06		2011		9.5237		9.3100		119,538
		07		2020		8.0403		7.8732		0
		07		2019		8.0959		8.0403		503
		07		2018		8.1832		8.0959		1,101
		07		2017		8.3506		8.1832		1,414
		07		2016		8.5465		8.3506		1,844
		07		2015		8.7477		8.5465		2,145
		07		2014		8.9536		8.7477		2,477
		07		2013		9.1644		8.9536		24,924
		07		2012		9.3814		9.1644		38,300
		07		2011		9.6016		9.3814		39,084

340

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2020		7.7712		7.5942		0
		08		2019		7.8408		7.7712		1,999
		08		2018		7.9416		7.8408		1,889
		08		2017		8.1205		7.9416		2,012
		08		2016		8.3280		8.1205		1,945
		08		2015		8.5415		8.3280		1,893
		08		2014		8.7605		8.5415		2,042
		08		2013		8.9852		8.7605		2,621
		08		2012		9.2168		8.9852		4,619
		08		2011		9.4525		9.2168		5,297
MFS Research International Portfolio, Service Class		01		2020		26.2161		29.0615		315,108
		01		2019		20.8776		26.2161		361,720
		01		2018		24.7768		20.8776		447,448
		01		2017		19.6950		24.7768		483,161
		01		2016		20.2100		19.6950		593,880
		01		2015		21.0106		20.2100		644,641
		01		2014		23.0104		21.0106		730,015
		01		2013		19.6982		23.0104		783,440
		01		2012		17.2251		19.6982		883,646
		01		2011		19.6916		17.2251		1,067,637
		02		2020		25.3046		27.9947		229,297
		02		2019		20.1921		25.3046		260,134
		02		2018		24.0117		20.1921		314,648
		02		2017		19.1252		24.0117		338,288
		02		2016		19.6653		19.1252		433,263
		02		2015		20.4860		19.6653		466,205
		02		2014		22.4817		20.4860		535,390
		02		2013		19.2848		22.4817		559,826
		02		2012		16.8981		19.2848		639,536
		02		2011		19.3572		16.8981		794,174
		03		2020		25.0823		27.7348		7,658
		03		2019		20.0248		25.0823		8,712
		03		2018		23.8248		20.0248		10,581
		03		2017		18.9859		23.8248		13,327
		03		2016		19.5319		18.9859		15,107
		03		2015		20.3574		19.5319		15,294
		03		2014		22.3519		20.3574		16,334
		03		2013		19.1832		22.3519		15,513
		03		2012		16.8177		19.1832		17,843
		03		2011		19.2748		16.8177		20,463
		04		2020		24.4230		26.9650		77,514
		04		2019		19.5279		24.4230		91,847
		04		2018		23.2689		19.5279		100,946
		04		2017		18.5708		23.2689		99,089
		04		2016		19.1342		18.5708		120,370
		04		2015		19.9736		19.1342		142,445
		04		2014		21.9641		19.9736		156,366
		04		2013		18.8792		21.9641		186,394
		04		2012		16.5767		18.8792		230,930
		04		2011		19.0278		16.5767		293,699

341

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2020		24.2060		26.7114		1,547
		05		2019		19.3645		24.2060		2,181
		05		2018		23.0862		19.3645		2,464
		05		2017		18.4346		23.0862		2,547
		05		2016		19.0036		18.4346		2,803
		05		2015		19.8473		19.0036		2,670
		05		2014		21.8364		19.8473		3,829
		05		2013		18.7791		21.8364		3,788
		05		2012		16.4973		18.7791		3,765
		05		2011		18.9462		16.4973		3,890
		06		2020		23.5708		25.9715		1,033
		06		2019		18.8844		23.5708		1,320
		06		2018		22.5478		18.8844		1,392
		06		2017		18.0316		22.5478		3,329
		06		2016		18.6167		18.0316		7,029
		06		2015		19.4731		18.6167		7,368
		06		2014		21.4576		19.4731		7,499
		06		2013		18.4816		21.4576		7,860
		06		2012		16.2610		18.4816		14,031
		06		2011		18.7035		16.2610		15,303
		07		2020		22.3803		24.6473		0
		07		2019		17.9397		22.3803		1,388
		07		2018		21.4307		17.9397		1,785
		07		2017		17.1469		21.4307		1,749
		07		2016		17.7123		17.1469		1,934
		07		2015		18.5366		17.7123		1,873
		07		2014		20.4361		18.5366		1,861
		07		2013		17.6108		20.4361		4,263
		07		2012		15.5027		17.6108		13,088
		07		2011		17.8405		15.5027		15,216
		08		2020		21.6313		23.7740		0
		08		2019		17.3745		21.6313		0
		08		2018		20.7979		17.3745		0
		08		2017		16.6744		20.7979		0
		08		2016		17.2595		16.6744		0
		08		2015		18.0998		17.2595		1,338
		08		2014		19.9954		18.0998		1,433
		08		2013		17.2663		19.9954		1,429
		08		2012		15.2308		17.2663		1,692
		08		2011		17.5634		15.2308		1,839
MFS Income Portfolio, Service Class		01		2020		18.9230		20.3068		1,499
		01		2019		17.2875		18.9230		1,695
		01		2018		17.9565		17.2875		2,478
		01		2017		17.2416		17.9565		3,660
		01		2016		16.2321		17.2416		3,857
		01		2015		16.8518		16.2321		2,727
		01		2014		16.6375		16.8518		7,164
		01		2013		16.7356		16.6375		7,640
		01		2012		15.4298		16.7356		8,733
		01		2011		15.0403		15.4298		15,532

342

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2020		18.2654		19.5617		708
		02		2019		16.7201		18.2654		763
		02		2018		17.4022		16.7201		1,360
		02		2017		16.7430		17.4022		3,932
		02		2016		15.7948		16.7430		4,202
		02		2015		16.4312		15.7948		4,884
		02		2014		16.2553		16.4312		5,087
		02		2013		16.3845		16.2553		5,129
		02		2012		15.1370		16.3845		7,268
		02		2011		14.7849		15.1370		8,155
		03		2020		18.1049		19.3800		0
		03		2019		16.5815		18.1049		0
		03		2018		17.2667		16.5815		0
		03		2017		16.6210		17.2667		0
		03		2016		15.6877		16.6210		2,926
		03		2015		16.3281		15.6877		0
		03		2014		16.1615		16.3281		0
		03		2013		16.2981		16.1615		0
		03		2012		15.0649		16.2981		0
		03		2011		14.7220		15.0649		0
		04		2020		17.6292		18.8423		2,789
		04		2019		16.1702		17.6292		2,750
		04		2018		16.8639		16.1702		2,584
		04		2017		16.2578		16.8639		4,349
		04		2016		15.3684		16.2578		4,295
		04		2015		16.0203		15.3684		664
		04		2014		15.8812		16.0203		1,620
		04		2013		16.0401		15.8812		3,194
		04		2012		14.8493		16.0401		3,198
		04		2011		14.5334		14.8493		34,627
		05		2020		17.4724		18.6651		0
		05		2019		16.0348		17.4724		0
		05		2018		16.7315		16.0348		0
		05		2017		16.1384		16.7315		0
		05		2016		15.2634		16.1384		0
		05		2015		15.9190		15.2634		0
		05		2014		15.7888		15.9190		0
		05		2013		15.9549		15.7888		0
		05		2012		14.7780		15.9549		0
		05		2011		14.4710		14.7780		0
		06		2020		17.0140		18.1481		0
		06		2019		15.6374		17.0140		0
		06		2018		16.3414		15.6374		0
		06		2017		15.7858		16.3414		0
		06		2016		14.9528		15.7858		0
		06		2015		15.6190		14.9528		0
		06		2014		15.5150		15.6190		0
		06		2013		15.7023		15.5150		0
		06		2012		14.5665		15.7023		0
		06		2011		14.2857		14.5665		0

343

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2020		15.3387		16.3529		0
		07		2019		14.1048		15.3387		0
		07		2018		14.7472		14.1048		0
		07		2017		14.2530		14.7472		0
		07		2016		13.5078		14.2530		0
		07		2015		14.1168		13.5078		0
		07		2014		14.0300		14.1168		0
		07		2013		14.2066		14.0300		0
		07		2012		13.1857		14.2066		0
		07		2011		12.9382		13.1857		0
		08		2020		14.8254		15.7735		0
		08		2019		13.6604		14.8254		0
		08		2018		14.3118		13.6604		0
		08		2017		13.8602		14.3118		0
		08		2016		13.1625		13.8602		0
		08		2015		13.7841		13.1625		0
		08		2014		13.7275		13.7841		0
		08		2013		13.9287		13.7275		0
		08		2012		12.9545		13.9287		0
		08		2011		12.7373		12.9545		0
MFS Total Return Series, Service Class		01		2020		14.3602		15.4673		4,137,770
		01		2019		12.1551		14.3602		4,777,811
		01		2018		13.1305		12.1551		5,495,885
		01		2017		11.9167		13.1305		6,339,396
		01		2016		11.1350		11.9167		7,628,321
		01		2015		11.3877		11.1350		8,675,823
		01		2014		10.6977		11.3877		10,219,171
		01		2013		10.0000		10.6977		12,454,046
		02		2020		14.1761		15.2384		1,524,774
		02		2019		12.0234		14.1761		1,650,550
		02		2018		13.0144		12.0234		1,980,255
		02		2017		11.8350		13.0144		2,640,475
		02		2016		11.0812		11.8350		3,240,503
		02		2015		11.3559		11.0812		3,571,016
		02		2014		10.6895		11.3559		4,140,918
		02		2013		10.0000		10.6895		5,054,506
		03		2020		14.1305		15.1817		44,015
		03		2019		11.9907		14.1305		42,679
		03		2018		12.9856		11.9907		46,000
		03		2017		11.8148		12.9856		60,342
		03		2016		11.0679		11.8148		72,755
		03		2015		11.3480		11.0679		86,298
		03		2014		10.6875		11.3480		138,140
		03		2013		10.0000		10.6875		144,928
		04		2020		13.9939		15.0123		957,880
		04		2019		11.8928		13.9939		999,216
		04		2018		12.8991		11.8928		1,086,682
		04		2017		11.7538		12.8991		1,260,814

344

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2016		11.0277		11.7538		1,335,985
		04		2015		11.3241		11.0277		1,574,204
		04		2014		10.6813		11.3241		1,747,718
		04		2013		10.0000		10.6813		2,706,718
		05		2020		13.9480		14.9552		2,374
		05		2019		11.8599		13.9480		2,378
		05		2018		12.8703		11.8599		2,382
		05		2017		11.7336		12.8703		2,386
		05		2016		11.0143		11.7336		2,390
		05		2015		11.3161		11.0143		2,394
		05		2014		10.6793		11.3161		2,296
		05		2013		10.0000		10.6793		2,312
		06		2020		13.8139		14.7892		14,645
		06		2019		11.7634		13.8139		51,582
		06		2018		12.7847		11.7634		75,814
		06		2017		11.6730		12.7847		98,352
		06		2016		10.9743		11.6730		107,289
		06		2015		11.2923		10.9743		117,821
		06		2014		10.6731		11.2923		133,744
		06		2013		10.0000		10.6731		185,897
		07		2020		13.7692		14.7339		11,381
		07		2019		11.7312		13.7692		142,285
		07		2018		12.7562		11.7312		14,474
		07		2017		11.6529		12.7562		19,491
		07		2016		10.9609		11.6529		20,619
		07		2015		11.2844		10.9609		21,841
		07		2014		10.6711		11.2844		23,073
		07		2013		10.0000		10.6711		59,853
		08		2020		13.5912		14.5140		0
		08		2019		11.6032		13.5912		0
		08		2018		12.6427		11.6032		0
		08		2017		11.5726		12.6427		0
		08		2016		10.9078		11.5726		0
		08		2015		11.2526		10.9078		0
		08		2014		10.6629		11.2526		0
		08		2013		10.0000		10.6629		0
MFS Growth Series, Service Class		01		2020		57.5267		74.4206		49.212
		01		2019		42.4514		57.5267		51,243
		01		2018		42.1493		42.4514		52,135
		01		2017		32.6907		42.1493		55,041
		01		2016		32.5304		32.6907		69,249
		01		2015		30.8254		32.5304		68,222
		01		2014		28.8381		30.8254		73,839
		01		2013		21.4819		28.8381		78,884
		01		2012		10.0000		21.4819		97,492
		02		2020		55.5269		71.6893		24,562
		02		2019		41.0578		55.5269		26,625

345

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2018		40.8480		41.0578		31,151
		02		2017		31.7450		40.8480		34,174
		02		2016		31.6537		31.7450		50,543
		02		2015		30.0558		31.6537		40,019
		02		2014		28.1754		30.0558		43,403
		02		2013		21.0310		28.1754		32,552
		02		2012		10.0000		21.0310		37,046
		03		2020		55.0391		71.0237		0
		03		2019		40.7176		55.0391		0
		03		2018		40.5300		40.7176		594
		03		2017		31.5137		40.5300		669
		03		2016		31.4390		31.5137		2,075
		03		2015		29.8761		31.4390		805
		03		2014		28.0127		29.8671		886
		03		2013		20.9202		28.0127		1,250
		03		2012		10.0000		20.9202		2,339
		04		2020		53.5928		69.0530		15,646
		04		2019		39.7074		53.5928		19,215
		04		2018		39.5845		39.7074		20,461
		04		2017		30.8250		39.5845		21,831
		04		2016		30.7991		30.8250		25,542
		04		2015		29.3041		30.7991		20,275
		04		2014		27.5268		29.3041		24,294
		04		2013		20.5888		27.5268		28,434
		04		2012		10.0000		20.5888		31,271
		05		2020		53.1165		68.4035		0
		05		2019		39.3751		53.1165		0
		05		2018		39.2737		39.3751		0
		05		2017		30.5988		39.2737		0
		05		2016		30.5888		30.5988		0
		05		2015		29.1188		30.5888		0
		05		2014		27.3668		29.1188		0
		05		2013		20.4796		27.3668		0
		05		2012		10.0000		20.4796		0
		06		2020		51.7228		66.5091		250
		06		2019		38.3992		51.7228		263
		06		2018		38.3580		38.3992		855
		06		2017		29.9301		38.3580		3,543
		06		2016		29.9662		29.9301		3,651
		06		2015		28.5699		29.9662		3,650
		06		2014		26.8921		28.5699		3,741
		06		2013		20.1552		26.8921		3,856
		06		2012		10.0000		20.1552		3,973
		07		2020		44.1497		56.7424		0
		07		2019		32.7934		44.1497		0
		07		2018		32.7748		32.7934		0
		07		2017		25.5865		32.7748		0
		07		2016		25.6305		25.5865		0

346

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2015		24.4487		25.6305		0
		07		2014		23.0247		24.4487		0
		07		2013		17.2655		23.0247		0
		07		2012		10.0000		17.2655		0
		08		2020		42.6723		54.7321		0
		08		2019		31.7604		42.6723		0
		08		2018		31.8072		31.7604		0
		08		2017		24.8815		31.8072		0
		08		2016		24.9753		24.8815		0
		08		2015		23.8726		24.9753		0
		08		2014		22.5282		23.8726		0
		08		2013		16.9278		22.5282		0
		08		2012		10.0000		16.9278		0
MFS Research Series, Service Class		01		2020		22.5942		25.8467		1,659,665
		01		2019		17.3240		22.5942		1,888,078
		01		2018		18.4698		17.3240		2,247,691
		01		2017		15.2580		18.4698		2,686,093
		01		2016		14.3000		15.2580		3,257,834
		01		2015		14.4630		14.3000		3,730,820
		01		2014		13.3767		14.4630		4,457,606
		01		2013		10.3037		13.3767		5,697,938
		01		2012		10.0000		10.3037		8,122,812
		02		2020		22.2711		25.4258		749,449
		02		2019		17.1104		22.2711		846,598
		02		2018		18.2789		17.1104		998,849
		02		2017		15.1307		18.2789		1,209,548
		02		2016		14.2096		15.1307		1,529,908
		02		2015		14.4009		14.2096		1,732,734
		02		2014		13.3464		14.4009		2,024,649
		02		2013		10.3013		13.3464		2,471,073
		02		2012		10.0000		10.3013		3,357,386
		03		2020		22.1911		25.3217		9,005
		03		2019		17.0576		22.1911		12,339
		03		2018		18.2317		17.0576		13,313
		03		2017		15.0991		18.2317		14,269
		03		2016		14.1871		15.0991		18,431
		03		2015		14.3855		14.1871		25,422
		03		2014		13.3388		14.3855		28,018
		03		2013		10.3007		13.3388		39,049
		03		2012		10.0000		10.3007		60,109
		04		2020		21.9518		25.0109		168,245
		04		2019		16.8991		21.9518		187,206
		04		2018		18.0897		16.8991		213,775
		04		2017		15.0042		18.0897		239,489
		04		2016		14.1196		15.0042		278,881
		04		2015		14.3389		14.1196		314,532
		04		2014		13.3161		14.3389		357,047

347

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2013		10.2989		13.3161		440,840
		04		2012		10.0000		10.2989		587,192
		05		2020		21.8715		24.9064		1,033
		05		2019		16.8461		21.8715		1,047
		05		2018		18.0424		16.8461		1,123
		05		2017		14.9727		18.0424		1,136
		05		2016		14.0971		14.9727		1,194
		05		2015		14.3235		14.0971		1,197
		05		2014		13.3085		14.3235		1,236
		05		2013		10.2983		13.3085		1,328
		05		2012		10.0000		10.2983		1,486
		06		2020		21.6366		24.6020		0
		06		2019		16.6900		21.6366		0
		06		2018		17.9022		16.6900		0
		06		2017		14.8786		17.9022		0
		06		2016		14.0300		14.8786		0
		06		2015		14.2771		14.0300		0
		06		2014		13.2858		14.2771		0
		06		2013		10.2965		13.2858		0
		06		2012		10.0000		10.2965		420
		07		2020		21.5584		24.5007		0
		07		2019		16.6381		21.5584		0
		07		2018		17.8555		16.6381		0
		07		2017		14.8473		17.8555		0
		07		2016		14.0076		14.8473		0
		07		2015		14.2617		14.0076		0
		07		2014		13.2782		14.2617		0
		07		2013		10.2959		13.2782		0
		07		2012		10.0000		10.2959		140
		08		2020		21.2477		24.0985		0
		08		2019		16.4315		21.2477		0
		08		2018		17.6699		16.4315		0
		08		2017		14.7227		17.6699		0
		08		2016		13.9186		14.7227		0
		08		2015		14.2001		13.9186		0
		08		2014		13.2479		14.2001		0
		08		2013		10.2935		13.2479		0
		08		2012		10.0000		10.2935		0
MFS Utilities Series, Service Class		01		2020		12.6994		13.1920		841,555
		01		2019		10.3459		12.6994		971,965
		01		2018		10.4354		10.3459		1,197,222
		01		2017		9.2665		10.4354		1,413,254
		01		2016		8.4702		9.2665		1,687,279
		01		2015		10.1034		8.4702		2,001,605
		01		2014		10.0000		10.1034		2,115,203
		02		2020		12.5617		13.0227		313,025
		02		2019		10.2542		12.5617		331,857

348

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2018		10.3637		10.2542		376,445
		02		2017		9.2213		10.3637		473,482
		02		2016		8.4461		9.2213		595,374
		02		2015		10.0952		8.4461		707,901
		02		2014		10.0000		10.0952		726,029
		03		2020		12.5274		12.9806		3,556
		03		2019		10.2314		12.5274		3,466
		03		2018		10.3459		10.2314		7,215
		03		2017		9.2101		10.3459		7,973
		03		2016		8.4401		9.2101		8,943
		03		2015		10.0932		8.4401		9,935
		03		2014		10.0000		10.0932		8,183
		04		2020		12.4250		12.8550		202,961
		04		2019		10.1630		12.4250		211,600
		04		2018		10.2924		10.1630		266,142
		04		2017		9.1763		10.2924		332,290
		04		2016		8.4220		9.1763		407,119
		04		2015		10.0870		8.4220		474,256
		04		2014		10.0000		10.0870		487,474
		05		2020		12.3904		12.8125		1,009
		05		2019		10.1400		12.3904		924
		05		2018		10.2745		10.1400		937
		05		2017		9.1651		10.2745		997
		05		2016		8.4160		9.1651		994
		05		2015		10.0850		8.4160		1,022
		05		2014		10.0000		10.0850		882
		06		2020		12.2896		12.6892		19,686
		06		2019		10.0725		12.2896		19,915
		06		2018		10.2214		10.0725		19,938
		06		2017		9.1314		10.2214		20,039
		06		2016		8.3980		9.1314		20,888
		06		2015		10.0788		8.3980		20,969
		06		2014		10.0000		10.0788		28,913
		07		2020		12.2559		12.6481		0
		07		2019		10.0500		12.2559		0
		07		2018		10.2037		10.0500		0
		07		2017		9.1202		10.2037		0
		07		2016		8.3920		9.1202		0
		07		2015		10.0768		8.3920		0
		07		2014		10.0000		10.0768		0
		08		2020		12.1218		12.4842		0
		08		2019		9.9602		12.1218		0
		08		2018		10.1332		9.9602		0
		08		2017		9.0756		10.1332		0
		08		2016		8.3680		9.0756		0
		08		2015		10.0686		8.3680		0
		08		2014		10.0000		10.0686		0

349

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
MFS Value Series, Initial Class		01		2020		21.4468		21.8258		1,497,682
		01		2019		16.7991		21.4468		1,680,173
		01		2018		18.9980		16.7991		2,003,464
		01		2017		16.4172		18.9980		2,320,043
		01		2016		14.6312		16.4172		2,820,409
		01		2015		14.9870		14.6312		3,479,712
		01		2014		13.7892		14.9870		3,947,397
		01		2013		10.3176		13.7892		4,875,148
		01		2012		10.0000		10.3176		6,192,151
		02		2020		21.1400		21.4704		1,237,408
		02		2019		16.5920		21.1400		1,327,897
		02		2018		18.8018		16.5920		1,622,846
		02		2017		16.2802		18.8018		1,846,759
		02		2016		14.5387		16.2802		2,240,953
		02		2015		14.9226		14.5387		2,778,654
		02		2014		13.7579		14.9226		3,229,891
		02		2013		10.3152		13.7579		3,945,107
		02		2012		10.0000		10.3152		5,130,877
		03		2020		21.0640		21.3824		51,358
		03		2019		16.5407		21.0640		50,953
		03		2018		18.7531		16.5407		62,113
		03		2017		16.2463		18.7531		69,458
		03		2016		14.5157		16.2463		80,411
		03		2015		14.9066		14.5157		117,397
		03		2014		13.7501		14.9066		125,106
		03		2013		10.3146		13.7501		141,498
		03		2012		10.0000		10.3146		164,675
		04		2020		20.8370		21.1199		406,375
		04		2019		16.3871		20.8370		423,235
		04		2018		18.6071		16.3871		486,621
		04		2017		16.1441		18.6071		537,081
		04		2016		14.4466		16.1441		583,214
		04		2015		14.8584		14.4466		692,115
		04		2014		13.7267		14.8584		805,483
		04		2013		10.3128		13.7267		1,058,476
		04		2012		10.0000		10.3128		1,400,269
		05		2020		20.7607		21.0317		5,501
		05		2019		16.3357		20.7607		6,420
		05		2018		18.5585		16.3357		7,708
		05		2017		16.1103		18.5585		8,605
		05		2016		14.4236		16.1103		9,174
		05		2015		14.8423		14.4236		14,926
		05		2014		13.7188		14.8423		17,986
		05		2013		10.3122		13.7188		18,866
		05		2012		10.0000		10.3122		22,768
		06		2020		20.5377		20.7746		18,773
		06		2019		16.1843		20.5377		23,491
		06		2018		18.4142		16.1843		25,538

350

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2017		16.0090		18.4142		29,751
		06		2016		14.3549		16.0090		36,778
		06		2015		14.7943		14.3549		41,222
		06		2014		13.6954		14.7943		53,780
		06		2013		10.3104		13.6954		79,680
		06		2012		10.0000		10.3104		128,273
		07		2020		20.4636		20.6892		0
		07		2019		16.1340		20.4636		405
		07		2018		18.3663		16.1340		1,752
		07		2017		15.9754		18.3663		2,169
		07		2016		14.3321		15.9754		3,102
		07		2015		14.7784		14.3321		4,087
		07		2014		13.6877		14.7784		4,704
		07		2013		10.3098		13.6877		34,791
		07		2012		10.0000		10.3098		79,999
		08		2020		20.1686		20.3494		0
		08		2019		15.9337		20.1686		118
		08		2018		18.1754		15.9337		132
		08		2017		15.8414		18.1754		203
		08		2016		14.2410		15.8414		241
		08		2015		14.7145		14.2410		292
		08		2014		13.6565		14.7145		331
		08		2013		10.3073		13.6565		1,462
		08		2012		10.0000		10.3073		7,544
MFS Value Series, Service Class		01		2020		21.0674		21.3871		1,142,990
		01		2019		16.5396		21.0674		1,209,301
		01		2018		18.7609		16.5396		1,499,108
		01		2017		16.2542		18.7609		1,678,111
		01		2016		14.5258		16.2542		1,903,442
		01		2015		14.9087		14.5258		2,228,621
		01		2014		13.7554		14.9087		2,644,781
		01		2013		10.3145		13.7554		262,776
		01		2012		10.0000		10.3145		352,368
		02		2020		20.7661		21.0389		468,918
		02		2019		16.3358		20.7661		499,468
		02		2018		18.5671		16.3358		603,534
		02		2017		16.1186		18.5671		685,155
		02		2016		14.4340		16.1186		799,960
		02		2015		14.8446		14.4340		920,211
		02		2014		13.7243		14.8446		1,095,526
		02		2013		10.3121		13.7243		67,024
		02		2012		10.0000		10.3121		88,845
		03		2020		20.6915		20.9528		8,369
		03		2019		16.2853		20.6915		8,126
		03		2018		18.5191		16.2853		9,928
		03		2017		16.0850		18.5191		50,498
		03		2016		14.4112		16.0850		52,544

351

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2015		14.8288		14.4112		57,925
		03		2014		13.7165		14.8288		59,534
		03		2013		10.3115		13.7165		921
		03		2012		10.0000		10.3115		1,126
		04		2020		20.4684		20.6955		165,203
		04		2019		16.1340		20.4684		175,798
		04		2018		18.3749		16.1340		216,757
		04		2017		15.9839		18.3749		231,053
		04		2016		14.3425		15.9839		308,552
		04		2015		14.7808		14.3425		311,504
		04		2014		13.6931		14.7808		399,045
		04		2013		10.3097		13.6931		29,734
		04		2012		10.0000		10.3097		45,989
		05		2020		20.3936		20.6090		1,381
		05		2019		16.0834		20.3936		1,244
		05		2018		18.3269		16.0834		1,304
		05		2017		15.9503		18.3269		1,247
		05		2016		14.3198		15.9503		1,251
		05		2015		14.7648		14.3198		2,684
		05		2014		13.6853		14.7648		2,705
		05		2013		10.3091		13.6853		0
		05		2012		10.0000		10.3091		0
		06		2020		20.1745		20.3571		1,446
		06		2019		15.9343		20.1745		1,447
		06		2018		18.1844		15.9343		6,064
		06		2017		15.8500		18.1844		6,529
		06		2016		14.2515		15.8500		8,519
		06		2015		14.7170		14.2515		9,241
		06		2014		13.6620		14.7170		18,663
		06		2013		10.3073		13.6620		0
		06		2012		10.0000		10.3073		0
		07		2020		20.1016		20.2733		0
		07		2019		15.8848		20.1016		1,541
		07		2018		18.1371		15.8848		1,513
		07		2017		15.8167		18.1371		1,493
		07		2016		14.2289		15.8167		1,641
		07		2015		14.7012		14.2289		1,818
		07		2014		13.6542		14.7012		1,868
		07		2013		10.3067		13.6542		0
		07		2012		10.0000		10.3067		0
		08		2020		19.8119		19.9405		0
		08		2019		15.6877		19.8119		0
		08		2018		17.9485		15.6877		0
		08		2017		15.6841		17.9485		0
		08		2016		14.1384		15.6841		0
		08		2015		14.6377		14.1384		1,621
		08		2014		13.6231		14.6377		1,816

352

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2013		10.3042		13.6231		0
		08		2012		10.0000		10.3042		0
MFS Blended Research Small Cap Equity Portfolio, Service Class		01		2020		22.4883		22.5906		719,304
		01		2019		18.0952		22.4883		757,400
		01		2018		19.4404		18.0952		884,613
		01		2017		17.2324		19.4404		1,070,922
		01		2016		14.5305		17.2324		1,237,362
		01		2015		15.4509		14.5305		1,615,164
		01		2014		14.6771		15.4509		1,869,283
		01		2013		10.2683		14.6771		2,248,378
		01		2012		9.1276		10.2683		3,266,393
		01		2011		9.7786		9.1276		3,928,708
		02		2020		21.9100		21.9655		492,555
		02		2019		17.6652		21.9100		508,323
		02		2018		19.0168		17.6652		599,490
		02		2017		16.8907		19.0168		718,114
		02		2016		14.2714		16.8907		824,381
		02		2015		15.2064		14.2714		1,048,348
		02		2014		14.4743		15.2064		1,179,457
		02		2013		10.1471		14.4743		1,394,985
		02		2012		9.0383		10.1471		1,978,492
		02		2011		9.7027		9.0383		2,342,522
		03		2020		21.7681		21.8122		11,445
		03		2019		17.5596		21.7681		10,909
		03		2018		18.9126		17.5596		11,683
		03		2017		16.8067		18.9126		12,870
		03		2016		14.2076		16.8067		13.573
		03		2015		15.1461		14.2076		19,685
		03		2014		14.4242		15.1461		22,588
		03		2013		10.1171		14.4242		20,454
		03		2012		9.0162		10.1171		32,881
		03		2011		9.6838		9.0162		37,955
		04		2020		21.3453		21.3563		91,730
		04		2019		17.2445		21.3453		95,478
		04		2018		18.6015		17.2445		115,810
		04		2017		16.5552		18.6015		131,183
		04		2016		14.0165		16.5552		144,282
		04		2015		14.9652		14.0165		184,743
		04		2014		14.2739		14.9652		198,913
		04		2013		10.0270		14.2739		237,060
		04		2012		8.9497		10.0270		319,274
		04		2011		9.6271		8.9497		378,716
		05		2020		21.2052		21.2050		0
		05		2019		17.1403		21.2052		0
		05		2018		18.4988		17.1403		0
		05		2017		16.4723		18.4988		0

353

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2016		13.9534		16.4723		0
		05		2015		14.9055		13.9534		0
		05		2014		14.2242		14.9055		0
		05		2013		9.9972		14.2242		0
		05		2012		8.9277		9.9972		0
		05		2011		9.6083		8.9277		0
		06		2020		20.7943		20.7630		292
		06		2019		16.8333		20.7943		2,149
		06		2018		18.1948		16.8333		2,314
		06		2017		16.2258		18.1948		2,320
		06		2016		13.7657		16.2258		3,391
		06		2015		14.7276		13.7657		3,331
		06		2014		14.0759		14.7276		1,122
		06		2013		9.9081		14.0759		3,951
		06		2012		8.8618		9.9081		6,041
		06		2011		9.5520		8.8618		3,223
		07		2020		20.6588		20.6172		0
		07		2019		16.7320		20.6588		0
		07		2018		18.0944		16.7320		0
		07		2017		16.1445		18.0944		0
		07		2016		13.7037		16.1445		0
		07		2015		14.6687		13.7037		0
		07		2014		14.0269		14.6687		0
		07		2013		9.8787		14.0269		1,377
		07		2012		8.8400		9.8787		1,708
		07		2011		9.5334		8.8400		1,709
		08		2020		20.1239		20.0426		0
		08		2019		16.3319		20.1239		0
		08		2018		17.6978		16.3319		0
		08		2017		15.8227		17.6978		0
		08		2016		13.4581		15.8227		0
		08		2015		14.4353		13.4581		0
		08		2014		13.8320		14.4353		0
		08		2013		9.7613		13.8320		0
		08		2012		8.7530		9.7613		0
		08		2011		9.4589		8.7530		0
MFS Conservative Allocation Portfolio, Service Class		01		2020		17.6567		19.4599		5,607,519
		01		2019		15.4126		17.6567		6,285,606
		01		2018		16.1440		15.4126		7,035,162
		01		2017		14.7555		16.1440		8,208,127
		01		2016		14.3258		14.7555		9,680,914
		01		2015		14.6376		14.3258		11,280,296
		01		2014		14.2543		14.6376		13,353,391
		01		2013		13.2340		14.2543		16,820,453
		01		2012		12.3783		13.2340		20,332,031
		01		2011		12.5068		12.3783		22,141,422

354

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2020		17.2600		18.9845		976,174
		02		2019		15.0965		17.2600		1,056,438
		02		2018		15.8448		15.0965		1,241,578
		02		2017		14.5112		15.8448		1,550,925
		02		2016		14.1173		14.5112		1,833,173
		02		2015		14.4540		14.1173		2,135,852
		02		2014		14.1042		14.4540		2,325,035
		02		2013		13.1213		14.1042		2,648,659
		02		2012		12.2980		13.1213		3,428,152
		02		2011		12.4509		12.2980		3,683,089
		03		2020		17.1623		18.8676		16,786
		03		2019		15.0186		17.1623		18,781
		03		2018		15.7711		15.0186		19,784
		03		2017		14.4509		15.7711		24,214
		03		2016		14.0658		14.4509		24,461
		03		2015		14.4086		14.0658		45,576
		03		2014		14.0670		14.4086		48,463
		03		2013		13.0934		14.0670		57,258
		03		2012		12.2781		13.0934		64,493
		03		2011		12.4371		12.2781		90,110
		04		2020		16.8713		18.5197		1,162,834
		04		2019		14.7862		16.8713		1,198,487
		04		2018		15.5506		14.7862		1,320,127
		04		2017		14.2704		15.5506		1,507,075
		04		2016		13.9114		14.2704		1,684,730
		04		2015		14.2723		13.9114		1,839,457
		04		2014		13.9553		14.2723		2,144,314
		04		2013		13.0093		13.9553		2,695,304
		04		2012		12.2181		13.0093		3,467,877
		04		2011		12.3952		12.2181		4,291,079
		05		2020		16.7746		18.4038		9,259
		05		2019		14.7091		16.7746		11,104
		05		2018		15.4776		14.7091		11,104
		05		2017		14.2108		15.4776		11,104
		05		2016		13.8604		14.2108		11,104
		05		2015		14.2272		13.8604		6,549
		05		2014		13.9183		14.2272		6,549
		05		2013		12.9815		13.9183		3,438
		05		2012		12.1982		12.9815		0
		05		2011		12.3814		12.1982		0
		06		2020		16.4907		18.0654		0
		06		2019		14.4818		16.4907		0
		06		2018		15.2614		14.4818		0
		06		2017		14.0333		15.2614		0
		06		2016		13.7082		14.0333		0
		06		2015		14.0926		13.7082		0
		06		2014		13.8078		14.0926		38,542
		06		2013		12.8982		13.8078		0

355

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2012		12.1386		12.8982		0
		06		2011		12.3397		12.1386		0
		07		2020		16.3969		17.9535		0
		07		2019		14.4067		16.3969		0
		07		2018		15.1899		14.4067		0
		07		2017		13.9746		15.1899		0
		07		2016		13.6578		13.9746		0
		07		2015		14.0480		13.6578		0
		07		2014		13.7711		14.0480		0
		07		2013		12.8705		13.7711		0
		07		2012		12.1188		12.8705		923
		07		2011		12.3259		12.1188		1,126
		08		2020		16.0259		17.5116		0
		08		2019		14.1093		16.0259		0
		08		2018		14.9067		14.1093		0
		08		2017		13.7419		14.9067		0
		08		2016		13.4580		13.7419		0
		08		2015		13.8708		13.4580		0
		08		2014		13.6253		13.8708		0
		08		2013		12.7603		13.6253		0
		08		2012		12.0398		12.7603		0
		08		2011		12.2706		12.0398		0
MFS Global Real Estate Portfolio, Initial Class		01		2020		33.4077		33.3443		7,849
		01		2019		26.7717		33.4077		8,613
		01		2018		28.0733		26.7717		9,442
		01		2017		25.1844		28.0733		15,790
		01		2016		23.7233		25.1844		17,609
		01		2015		23.9430		23.7233		14,850
		01		2014		21.0556		23.9430		18,546
		01		2013		20.3922		21.0556		22,894
		01		2012		15.9465		20.3922		16,277
		01		2011		17.5457		15.9465		19,001
		02		2020		32.2463		32.1204		4,520
		02		2019		25.8929		32.2463		5,588
		02		2018		27.2065		25.8929		7,554
		02		2017		24.4558		27.2065		8,415
		02		2016		23.0839		24.4558		11,397
		02		2015		23.3452		23.0839		12,310
		02		2014		20.5717		23.3452		11,706
		02		2013		19.9642		20.5717		15,843
		02		2012		15.6438		19.9642		18,135
		02		2011		17.2476		15.6438		28,235
		03		2020		31.9630		31.8221		2,188
		03		2019		25.6783		31.9630		2,336
		03		2018		26.9946		25.6783		3,296
		03		2017		24.2776		26.9946		3,686
		03		2016		22.9273		24.2776		3,837

356

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2015		23.1986		22.9273		4,292
		03		2014		20.4529		23.1986		4,470
		03		2013		19.8589		20.4529		5,022
		03		2012		15.5692		19.8589		1,586
		03		2011		17.1742		15.5692		2,171
		04		2020		31.1231		30.9391		6,024
		04		2019		25.0412		31.1231		6,928
		04		2018		26.3649		25.0412		8,834
		04		2017		23.7470		26.3649		9,777
		04		2016		22.4606		23.7470		11,637
		04		2015		22.7613		22.4606		23,980
		04		2014		20.0981		22.7613		24,964
		04		2013		19.5444		20.0981		28,963
		04		2012		15.3462		19.5444		40,199
		04		2011		16.9541		15.3462		52,042
		05		2020		30.8464		30.6480		90
		05		2019		24.8315		30.8464		81
		05		2018		26.1578		24.8315		84
		05		2017		23.5727		26.1578		88
		05		2016		22.3072		23.5727		88
		05		2015		22.6173		22.3072		980
		05		2014		19.9812		22.6173		969
		05		2013		19.4406		19.9812		1,293
		05		2012		15.2726		19.4406		1,078
		05		2011		16.8814		15.2726		1,253
		06		2020		30.0370		29.7991		545
		06		2019		24.2161		30.0370		545
		06		2018		25.5479		24.2161		545
		06		2017		23.0576		25.5479		564
		06		2016		21.8531		23.0576		568
		06		2015		22.1909		21.8531		992
		06		2014		19.6346		22.1909		1,022
		06		2013		19.1327		19.6346		1,574
		06		2012		15.0539		19.1327		2,803
		06		2011		16.6651		15.0539		3,531
		07		2020		27.1080		26.8797		0
		07		2019		21.8657		27.1080		0
		07		2018		23.0799		21.8657		0
		07		2017		20.8407		23.0799		0
		07		2016		19.7622		20.8407		140
		07		2015		20.0779		19.7622		227
		07		2014		17.7741		20.0779		271
		07		2013		17.3286		17.7741		1,725
		07		2012		13.6414		17.3286		9,202
		07		2011		15.1091		13.6414		11,699
		08		2020		26.2007		25.9273		0
		08		2019		21.1768		26.2007		0
		08		2018		22.3984		21.1768		0

357

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2017		20.2663		22.3984		0
		08		2016		19.2569		20.2663		0
		08		2015		19.6047		19.2569		0
		08		2014		17.3907		19.6047		0
		08		2013		16.9896		17.3907		0
		08		2012		13.4020		16.9896		1,120
		08		2011		14.8744		13.4020		1,684
MFS Global Real Estate Portfolio, Service Class		01		2020		22.6281		22.5097		580,650
		01		2019		18.1617		22.6281		616,044
		01		2018		19.1043		18.1617		728,799
		01		2017		17.1785		19.1043		916,519
		01		2016		16.2173		17.1785		1,073,733
		01		2015		16.4123		16.2173		1,239,351
		01		2014		14.4720		16.4123		1,427,972
		01		2013		14.0455		14.4720		1,855,417
		01		2012		11.0232		14.0455		1,854,663
		01		2011		12.1482		11.0232		2,509,683
		02		2020		21.9079		21.7496		458,997
		02		2019		17.6190		21.9079		471,267
		02		2018		18.5708		17.6190		556,130
		02		2017		16.7323		18.5708		687,357
		02		2016		15.8283		16.7323		803,072
		02		2015		16.0513		15.8283		910,138
		02		2014		14.1824		16.0513		1,046,018
		02		2013		13.7926		14.1824		1,322,883
		02		2012		10.8468		13.7926		1,376,418
		02		2011		11.9782		10.8468		1,863,559
		03		2020		21.7319		21.5639		12,790
		03		2019		17.4862		21.7319		12,124
		03		2018		18.4402		17.4862		14,661
		03		2017		16.6230		18.4402		18,894
		03		2016		15.7328		16.6230		21,146
		03		2015		15.9626		15.7328		25,595
		03		2014		14.1112		15.9626		28,689
		03		2013		13.7303		14.1112		34,303
		03		2012		10.8034		13.7303		35,776
		03		2011		11.9363		10.8034		46,962
		04		2020		21.2094		21.0136		145,638
		04		2019		17.0915		21.2094		151,229
		04		2018		18.0513		17.0915		166,519
		04		2017		16.2970		18.0513		190,121
		04		2016		15.4480		16.2970		212,128
		04		2015		15.6976		15.4480		236,201
		04		2014		13.8983		15.6976		277,555
		04		2013		13.5438		13.8983		365,256
		04		2012		10.6730		13.5438		365,708
		04		2011		11.8104		10.6730		486,267

358

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2020		21.0369		20.8318		2,121
		05		2019		16.9613		21.0369		2,513
		05		2018		17.9232		16.9613		2,946
		05		2017		16.1897		17.9232		3,549
		05		2016		15.3541		16.1897		3,522
		05		2015		15.6102		15.3541		3,879
		05		2014		13.8279		15.6102		5,197
		05		2013		13.4822		13.8279		8,011
		05		2012		10.6299		13.4822		5,447
		05		2011		11.7687		10.6299		7,055
		06		2020		20.5318		20.3013		3,858
		06		2019		16.5789		20.5318		5,698
		06		2018		17.5454		16.5789		6,013
		06		2017		15.8722		17.5454		8,481
		06		2016		15.0761		15.8722		10,459
		06		2015		15.3511		15.0761		11,186
		06		2014		13.6192		15.3511		11,828
		06		2013		13.2991		13.6192		20,452
		06		2012		10.5017		13.2991		27,917
		06		2011		11.6445		10.5017		35,464
		07		2020		20.3659		20.1270		0
		07		2019		16.4531		20.3659		121
		07		2018		17.4212		16.4531		659
		07		2017		15.7678		17.4212		884
		07		2016		14.9845		15.7678		1,002
		07		2015		15.2656		14.9845		1,148
		07		2014		13.5504		15.2656		1,271
		07		2013		13.2386		13.5504		8,274
		07		2012		10.4593		13.2386		8,314
		07		2011		11.6034		10.4593		21,007
		08		2020		19.7135		19.4427		0
		08		2019		15.9585		19.7135		0
		08		2018		16.9319		15.9585		0
		08		2017		15.3561		16.9319		25
		08		2016		14.6231		15.3561		32
		08		2015		14.9280		14.6231		40
		08		2014		13.2778		14.9280		46
		08		2013		12.9989		13.2778		311
		08		2012		10.2911		12.9989		456
		08		2011		11.4402		10.2911		537
MFS Growth Allocation Portfolio, Service Class		01		2020		26.0939		29.6308		3,769,065
		01		2019		20.9455		26.0939		4,238,453
		01		2018		22.5281		20.9455		4,915,161
		01		2017		19.1649		22.5281		5,870,011
		01		2016		18.2220		19.1649		6,814,451
		01		2015		18.4727		18.2220		7,685,952
		01		2014		17.8821		18.4727		9,120,805
		01		2013		14.8569		17.8821		11,875,464
		01		2012		13.4409		14.8569		12,957,243
		01		2011		14.2208		13.4409		14,479,438

359

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2020		25.5075		28.9068		1,280,983
		02		2019		20.5160		25.5075		1,471,315
		02		2018		22.1106		20.5160		1,683,710
		02		2017		18.8475		22.1106		2,016,069
		02		2016		17.9568		18.8475		2,272,245
		02		2015		18.2410		17.9568		2,625,032
		02		2014		17.6938		18.2410		3,074,682
		02		2013		14.7303		17.6938		3,896,683
		02		2012		13.3538		14.7303		4,352,916
		02		2011		14.1574		13.3538		4,484,128
		03		2020		25.3633		28.7288		49,512
		03		2019		20.4102		25.3633		49,842
		03		2018		22.0078		20.4102		50,465
		03		2017		18.7692		22.0078		51,368
		03		2016		17.8913		18.7692		58,522
		03		2015		18.1837		17.8913		47,603
		03		2014		17.6471		18.1837		5,880
		03		2013		14.6990		17.6471		5,910
		03		2012		13.3321		14.6990		12,222
		03		2011		14.1416		13.3321		12,306
		04		2020		24.9332		28.1990		400,877
		04		2019		20.0943		24.9332		447,318
		04		2018		21.7001		20.0943		532,252
		04		2017		18.5348		21.7001		566,040
		04		2016		17.6949		18.5348		649,712
		04		2015		18.0117		17.6949		748,131
		04		2014		17.5070		18.0117		853,965
		04		2013		14.6046		17.5070		1,435,543
		04		2012		13.2670		14.6046		1,553,709
		04		2011		14.0940		13.2670		1,706,806
		05		2020		24.7902		28.0226		0
		05		2019		19.9895		24.7902		0
		05		2018		21.5982		19.9895		0
		05		2017		18.4573		21.5982		0
		05		2016		17.6299		18.4573		0
		05		2015		17.9547		17.6299		0
		05		2014		17.4606		17.9547		0
		05		2013		14.5733		17.4606		0
		05		2012		13.2454		14.5733		0
		05		2011		14.0782		13.2454		0
		06		2020		24.3707		27.5073		2,643
		06		2019		19.6806		24.3707		2,645
		06		2018		21.2965		19.6806		2,647
		06		2017		18.2267		21.2965		2,649
		06		2016		17.4364		18.2267		2,652
		06		2015		17.7849		17.4364		2,654
		06		2014		17.3220		17.7849		2,657
		06		2013		14.4798		17.3220		2,659
		06		2012		13.1806		14.4798		0
		06		2011		14.0309		13.1806		0

360

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2020		24.2321		27.3370		2,899
		07		2019		19.5785		24.2321		2,901
		07		2018		21.1967		19.5785		2,903
		07		2017		18.1502		21.1967		2,905
		07		2016		17.3724		18.1502		2,908
		07		2015		17.7286		17.3724		2,911
		07		2014		17.2760		17.7286		9,055
		07		2013		14.4488		17.2760		9,131
		07		2012		13.1592		14.4488		9,454
		07		2011		14.0152		13.1592		9,824
		08		2020		23.6838		26.6642		0
		08		2019		19.1744		23.6838		0
		08		2018		20.8017		19.1744		0
		08		2017		17.8483		20.8017		0
		08		2016		17.1182		17.8483		0
		08		2015		17.5050		17.1182		0
		08		2014		17.0931		17.5050		0
		08		2013		14.3250		17.0931		0
		08		2012		13.0733		14.3250		0
		08		2011		13.9523		13.0733		0
MFS Inflation-Adjusted Bond Portfolio, Service Class		01		2020		12.3037		13.6992		1,568,572
		01		2019		11.5774		12.3037		1,743,089
		01		2018		12.3529		11.5774		1,904,353
		01		2017		11.6301		12.3529		2,123,298
		01		2016		11.5502		11.6301		2,216,973
		01		2015		12.3967		11.5502		2,366,133
		01		2014		12.1863		12.3967		2,794,196
		01		2013		13.0821		12.1863		3,729,510
		01		2012		12.3837		13.0821		4,613,615
		01		2011		11.2702		12.3837		4,639,072
		02		2020		12.0272		13.3645		294,003
		02		2019		11.3399		12.0272		301,319
		02		2018		12.1239		11.3399		429,169
		02		2017		11.4374		12.1239		486,752
		02		2016		11.3820		11.4374		511,769
		02		2015		12.2411		11.3820		511,075
		02		2014		12.0580		12.2411		598,761
		02		2013		12.9707		12.0580		862,388
		02		2012		12.3034		12.9707		1,061,812
		02		2011		11.2198		12.3034		1,001,310
		03		2020		11.9592		13.2822		19,709
		03		2019		11.2815		11.9592		20,906
		03		2018		12.0675		11.2815		20,688
		03		2017		11.3899		12.0675		21,723
		03		2016		11.3405		11.3899		23,557
		03		2015		12.2027		11.3405		23,335
		03		2014		12.0262		12.2027		23,980
		03		2013		12.9431		12.0262		19,562
		03		2012		12.2835		12.9431		19,370
		03		2011		11.2073		12.2835		18,852

361

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2020		11.7564		13.0373		294,521
		04		2019		11.1069		11.7564		325,611
		04		2018		11.8988		11.1069		338,150
		04		2017		11.2477		11.8988		366,496
		04		2016		11.2160		11.2477		377,456
		04		2015		12.0873		11.2160		388,886
		04		2014		11.9307		12.0873		454,150
		04		2013		12.8601		11.9307		611,227
		04		2012		12.2235		12.8601		660,848
		04		2011		11.1697		12.2235		645,980
		05		2020		11.6889		12.9557		0
		05		2019		11.0489		11.6889		0
		05		2018		11.8429		11.0489		0
		05		2017		11.2006		11.8429		0
		05		2016		11.1749		11.2006		0
		05		2015		12.0490		11.1749		0
		05		2014		11.8991		12.0490		0
		05		2013		12.8325		11.8991		0
		05		2012		12.2036		12.8325		0
		05		2011		11.1571		12.2036		0
		06		2020		11.4911		12.7178		799
		06		2019		10.8782		11.4911		800
		06		2018		11.6775		10.8782		916
		06		2017		11.0607		11.6775		1,143
		06		2016		11.0522		11.0607		3,432
		06		2015		11.9351		11.0522		4,172
		06		2014		11.8046		11.9351		4,064
		06		2013		12.7502		11.8046		3,977
		06		2012		12.1440		12.7502		23,370
		06		2011		11.1196		12.1440		23,637
		07		2020		11.4258		12.6388		0
		07		2019		10.8218		11.4258		0
		07		2018		11.6228		10.8218		0
		07		2017		11.0145		11.6228		0
		07		2016		11.0116		11.0145		0
		07		2015		11.8973		11.0116		0
		07		2014		11.7733		11.8973		0
		07		2013		12.7228		11.7733		7,099
		07		2012		12.1242		12.7228		7,255
		07		2011		11.1071		12.1242		6,273
		08		2020		11.1672		12.3276		0
		08		2019		10.5983		11.1672		0
		08		2018		11.4061		10.5983		0
		08		2017		10.8310		11.4061		0
		08		2016		10.8504		10.8310		0
		08		2015		11.7472		10.8504		0
		08		2014		11.6486		11.7472		0
		08		2013		12.6139		11.6486		0
		08		2012		12.0451		12.6139		0
		08		2011		11.0573		12.0451		0

362

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
MFS Limited Maturity Portfolio, Initial Class		01		2020		10.4025		10.6749		4,986,551
		01		2019		10.0549		10.4025		5,416,454
		01		2018		10.0953		10.0549		5,812,606
		01		2017		10.0893		10.0953		7,192,926
		01		2016		10.0886		10.0893		7,850,411
		01		2015		10.2091		10.0886		8,543,187
		01		2014		10.2977		10.2091		9,842,579
		01		2013		10.3965		10.2977		11,044,265
		01		2012		10.3398		10.3965		11,261,979
		01		2011		10.4578		10.3398		12,875,352
		02		2020		10.1560		10.4010		4,138,096
		02		2019		9.8364		10.1560		4,476,188
		02		2018		9.8957		9.8364		4,827,493
		02		2017		9.9098		9.8957		5,804,557
		02		2016		9.9293		9.9098		6,272,072
		02		2015		10.0684		9.9293		6,723,004
		02		2014		10.1765		10.0684		7,902,089
		02		2013		10.2950		10.1765		8,684,927
		02		2012		10.2599		10.2950		9,046,353
		02		2011		10.3981		10.2599		9,892,447
		03		2020		10.0955		10.3338		147,224
		03		2019		9.7826		10.0955		153,327
		03		2018		9.8467		9.7826		163,296
		03		2017		9.8656		9.8467		201,256
		03		2016		9.8900		9.8656		219,525
		03		2015		10.0336		9.8900		268,975
		03		2014		10.1465		10.0336		300,773
		03		2013		10.2699		10.1465		319,895
		03		2012		10.2401		10.2699		332,434
		03		2011		10.3833		10.2401		390,076
		04		2020		9.9149		10.1337		1,102,469
		04		2019		9.6222		9.9149		1,166,207
		04		2018		9.6999		9.6222		1,186,051
		04		2017		9.7332		9.6999		1,429,173
		04		2016		9.7722		9.7332		1,463,726
		04		2015		9.9294		9.7722		1,582,195
		04		2014		10.0565		9.9294		1,873,348
		04		2013		10.1944		10.0565		2,249,177
		04		2012		10.1805		10.1944		2,293,181
		04		2011		10.3386		10.1805		2,571,191
		05		2020		9.8549		10.0671		20,841
		05		2019		9.5689		9.8549		22,869
		05		2018		9.6512		9.5689		23,629
		05		2017		9.6894		9.6512		27,717
		05		2016		9.7333		9.6894		26,314
		05		2015		9.8948		9.7333		28,287
		05		2014		10.0266		9.8948		34,360
		05		2013		10.1694		10.0266		32,071
		05		2012		10.1606		10.1694		30,306
		05		2011		10.3238		10.1606		35,337

363

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2020		9.6791		9.8727		48,690
		06		2019		9.4122		9.6791		51,960
		06		2018		9.5075		9.4122		55,026
		06		2017		9.5594		9.5075		68,048
		06		2016		9.6174		9.5594		82,093
		06		2015		9.7920		9.6174		80,854
		06		2014		9.9377		9.7920		102,812
		06		2013		10.0946		9.9377		159,964
		06		2012		10.1015		10.0946		205,155
		06		2011		10.2794		10.1015		224,580
		07		2020		9.6210		9.8085		0
		07		2019		9.3605		9.6210		1,684
		07		2018		9.4600		9.3605		5,495
		07		2017		9.5164		9.4600		7,148
		07		2016		9.5791		9.5164		7,503
		07		2015		9.7580		9.5791		8,729
		07		2014		9.9082		9.7580		10,033
		07		2013		10.0698		9.9082		77,310
		07		2012		10.0819		10.0698		82,179
		07		2011		10.2646		10.0819		115,810
		08		2020		9.3915		9.5550		0
		08		2019		9.1557		9.3915		3,147
		08		2018		9.2719		9.1557		3,083
		08		2017		9.3462		9.2719		3,428
		08		2016		9.4270		9.3462		3,393
		08		2015		9.6228		9.4270		3,384
		08		2014		9.7910		9.6228		3,691
		08		2013		9.9710		9.7910		6,224
		08		2012		10.0036		9.9710		6,519
		08		2011		10.2057		10.0036		6,287
MFS Limited Maturity Portfolio, Service Class		01		2020		10.0884		10.3337		2,675,243
		01		2019		9.7784		10.0884		2,814,771
		01		2018		9.8457		9.7784		2,831,745
		01		2017		9.8672		9.8457		3,354,311
		01		2016		9.8863		9.8672		3,506,623
		01		2015		10.0243		9.8863		3,982,226
		01		2014		10.1430		10.0243		4,762,235
		01		2013		10.2637		10.1430		5,372,619
		01		2012		10.2315		10.2637		4,325,078
		01		2011		10.3846		10.2315		4,712,906
		02		2020		9.8494		10.0687		617,134
		02		2019		9.5659		9.8494		657,481
		02		2018		9.6512		9.5659		681,002
		02		2017		9.6917		9.6512		791,703
		02		2016		9.7303		9.6917		844,670
		02		2015		9.8862		9.7303		920,546
		02		2014		10.0236		9.8862		1,167,428
		02		2013		10.1636		10.0236		1,355,135
		02		2012		10.1525		10.1636		1,326,430
		02		2011		10.3254		10.1525		1,389,871

364

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2020		9.7905		10.0035		4,900
		03		2019		9.5136		9.7905		4,792
		03		2018		9.6032		9.5136		4,615
		03		2017		9.6484		9.6032		4,917
		03		2016		9.6917		9.6484		10,049
		03		2015		9.8520		9.6917		5,842
		03		2014		9.9941		9.8520		7,083
		03		2013		10.1388		9.9941		6,935
		03		2012		10.1329		10.1388		5,914
		03		2011		10.3106		10.1329		5,627
		04		2020		9.6155		9.8098		453,776
		04		2019		9.3575		9.6155		457,242
		04		2018		9.4600		9.3575		435,207
		04		2017		9.5190		9.4600		462,978
		04		2016		9.5764		9.5190		488,089
		04		2015		9.7497		9.5764		536,467
		04		2014		9.9054		9.7497		655,679
		04		2013		10.0643		9.9054		874,475
		04		2012		10.0739		10.0643		646,106
		04		2011		10.2663		10.0739		568,571
		05		2020		9.5573		9.7454		0
		05		2019		9.3058		9.5573		0
		05		2018		9.4127		9.3058		0
		05		2017		9.4762		9.4127		0
		05		2016		9.5382		9.4762		932
		05		2015		9.7158		9.5382		0
		05		2014		9.8760		9.7158		0
		05		2013		10.0396		9.8760		0
		05		2012		10.0543		10.0396		0
		05		2011		10.2516		10.0543		0
		06		2020		9.3868		9.5572		0
		06		2019		9.1534		9.3868		0
		06		2018		9.2724		9.1534		0
		06		2017		9.3490		9.2724		0
		06		2016		9.4246		9.3490		0
		06		2015		9.6148		9.4246		0
		06		2014		9.7884		9.6148		0
		06		2013		9.9657		9.7884		0
		06		2012		9.9958		9.9657		0
		06		2011		10.2075		9.9958		0
		07		2020		9.3305		9.4950		0
		07		2019		9.1031		9.3305		0
		07		2018		9.2261		9.1031		0
		07		2017		9.3070		9.2261		0
		07		2016		9.3870		9.3070		0
		07		2015		9.5814		9.3870		0
		07		2014		9.7594		9.5814		0
		07		2013		9.9412		9.7594		0
		07		2012		9.9763		9.9412		0
		07		2011		10.1928		9.9763		0

365

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2020		9.1079		9.2497		0
		08		2019		8.9040		9.1079		0
		08		2018		9.0427		8.9040		0
		08		2017		9.1405		9.0427		0
		08		2016		9.2381		9.1405		0
		08		2015		9.4486		9.2381		0
		08		2014		9.6439		9.4486		0
		08		2013		9.8437		9.6439		0
		08		2012		9.8988		9.8437		0
		08		2011		10.1343		9.8988		0
MFS Mid Cap Value Portfolio, Initial Class		01		2020		24.2708		24.7938		256,720
		01		2019		18.8200		24.2708		272,233
		01		2018		21.6110		18.8200		331,522
		01		2017		19.3284		21.6110		370,702
		01		2016		16.9453		19.3284		413,076
		01		2015		17.6400		16.9453		509,161
		01		2014		16.2515		17.6400		591,085
		01		2013		12.0691		16.2515		688,102
		01		2012		10.5452		12.0691		894,773
		01		2011		10.4631		10.5452		1,109,410
		02		2020		23.6957		24.1577		223,227
		02		2019		18.4109		23.6957		237,272
		02		2018		21.1839		18.4109		279,618
		02		2017		18.9845		21.1839		306,858
		02		2016		16.6777		18.9845		368,584
		02		2015		17.3969		16.6777		456,800
		02		2014		16.0602		17.3969		537,873
		02		2013		11.9513		16.0602		642,128
		02		2012		10.4637		11.9513		802,622
		02		2011		10.4034		10.4637		914,722
		03		2020		23.5543		24.0014		7,637
		03		2019		18.3103		23.5543		8,021
		03		2018		21.0788		18.3103		9,557
		03		2017		18.8998		21.0788		13,570
		03		2016		16.6117		18.8998		13,944
		03		2015		17.3368		16.6117		15,105
		03		2014		16.0129		17.3368		15,212
		03		2013		11.9221		16.0129		21,205
		03		2012		10.4435		11.9221		24,335
		03		2011		10.3885		10.4435		30,769
		04		2020		23.1330		23.5365		64,350
		04		2019		18.0099		23.1330		70,716
		04		2018		20.7645		18.0099		80,052
		04		2017		18.6461		20.7645		86,820
		04		2016		16.4138		18.6461		94,526
		04		2015		17.1566		16.4138		109,007
		04		2014		15.8708		17.1566		136,600
		04		2013		11.8344		15.8708		162,981
		04		2012		10.3827		11.8344		231,067
		04		2011		10.3438		10.3827		272,674

366

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2020		22.9931		23.3819		1,006
		05		2019		17.9103		22.9931		1,271
		05		2018		20.6605		17.9103		1,415
		05		2017		18.5623		20.6605		1,536
		05		2016		16.3484		18.5623		1,494
		05		2015		17.0970		16.3484		1,675
		05		2014		15.8237		17.0970		2,435
		05		2013		11.8053		15.8237		2,604
		05		2012		10.3625		11.8053		3,096
		05		2011		10.3290		10.3625		5,725
		06		2020		22.5827		22.9302		5,062
		06		2019		17.6169		22.5827		6,273
		06		2018		20.3526		17.6169		7,458
		06		2017		18.3131		20.3526		11,097
		06		2016		16.1537		18.3131		12,191
		06		2015		16.9193		16.1537		13,431
		06		2014		15.6833		16.9193		21,973
		06		2013		11.7185		15.6833		21,302
		06		2012		10.3021		11.7185		28,150
		06		2011		10.2845		10.3021		32,695
		07		2020		22.4473		22.7812		0
		07		2019		17.5201		22.4473		0
		07		2018		20.2510		17.5201		195
		07		2017		18.2309		20.2510		246
		07		2016		16.0893		18.2309		266
		07		2015		16.8605		16.0893		324
		07		2014		15.6368		16.8605		357
		07		2013		11.6897		15.6368		1,519
		07		2012		10.2821		11.6897		9,223
		07		2011		10.2698		10.2821		10,939
		08		2020		21.9117		22.1924		0
		08		2019		17.1368		21.9117		0
		08		2018		19.8484		17.1368		0
		08		2017		17.9047		19.8484		0
		08		2016		15.8339		17.9047		0
		08		2015		16.6268		15.8339		0
		08		2014		15.4517		16.6268		0
		08		2013		11.5750		15.4517		145
		08		2012		10.2022		11.5750		270
		08		2011		10.2108		10.2022		280
MFS Mid Cap Value Portfolio, Service Class		01		2020		23.5449		24.0066		358,823
		01		2019		18.3149		23.5449		364,323
		01		2018		21.0703		18.3149		450,874
		01		2017		18.8893		21.0703		502,091
		01		2016		16.5910		18.8893		511,912
		01		2015		17.3305		16.5910		600,352
		01		2014		15.9956		17.3305		664,151
		01		2013		11.9127		15.9956		814,437
		01		2012		10.4414		11.9127		929,843
		01		2011		10.3738		10.4414		957,973

367

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2020		22.9871		23.3908		65,565
		02		2019		17.9169		22.9871		65,266
		02		2018		20.6540		17.9169		75,251
		02		2017		18.5532		20.6540		82,592
		02		2016		16.3290		18.5532		93,850
		02		2015		17.0917		16.3290		111,203
		02		2014		15.8073		17.0917		109,301
		02		2013		11.7965		15.8073		132,813
		02		2012		10.3607		11.7965		197,235
		02		2011		10.3146		10.3607		243,199
		03		2020		22.8499		23.2394		406
		03		2019		17.8189		22.8499		405
		03		2018		20.5514		17.8189		448
		03		2017		18.4704		20.5514		436
		03		2016		16.2644		18.4704		995
		03		2015		17.0327		16.2644		1,123
		03		2014		15.7607		17.0327		1,320
		03		2013		11.7677		15.7607		520
		03		2012		10.3407		11.7677		601
		03		2011		10.2999		10.3407		637
		04		2020		22.4412		22.7893		31,481
		04		2019		17.5266		22.4412		36,638
		04		2018		20.2450		17.5266		41,336
		04		2017		18.2225		20.2450		46,202
		04		2016		16.0707		18.2225		54,165
		04		2015		16.8557		16.0707		59,817
		04		2014		15.6208		16.8557		82,690
		04		2013		11.6811		15.6208		116,109
		04		2012		10.2805		11.6811		129,965
		04		2011		10.2556		10.2805		147,946
		05		2020		22.3055		22.6397		0
		05		2019		17.4297		22.3055		0
		05		2018		20.1436		17.4297		0
		05		2017		18.1406		20.1436		0
		05		2016		16.0067		18.1406		0
		05		2015		16.7971		16.0067		0
		05		2014		15.5745		16.7971		0
		05		2013		11.6524		15.5745		0
		05		2012		10.2605		11.6524		0
		05		2011		10.2408		10.2605		0
		06		2020		21.9074		22.2023		0
		06		2019		17.1442		21.9074		0
		06		2018		19.8435		17.1442		0
		06		2017		17.8971		19.8435		0
		06		2016		15.8160		17.8971		0
		06		2015		16.6225		15.8160		0
		06		2014		15.4363		16.6225		0
		06		2013		11.5667		15.4363		0
		06		2012		10.2007		11.5667		0
		06		2011		10.1968		10.2007		0

368

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2020		21.7760		22.0579		0
		07		2019		17.0499		21.7760		0
		07		2018		19.7443		17.0499		0
		07		2017		17.8167		19.7443		0
		07		2016		15.7530		17.8167		0
		07		2015		16.5647		15.7530		0
		07		2014		15.3905		16.5647		0
		07		2013		11.5383		15.3905		0
		07		2012		10.1809		11.5383		0
		07		2011		10.1821		10.1809		0
		08		2020		21.2564		21.4879		0
		08		2019		16.6769		21.2564		0
		08		2018		19.3519		16.6769		0
		08		2017		17.4980		19.3519		0
		08		2016		15.5029		17.4980		0
		08		2015		16.3352		15.5029		0
		08		2014		15.2084		16.3352		0
		08		2013		11.4251		15.2084		0
		08		2012		10.1018		11.4251		0
		08		2011		10.1237		10.1018		0
MFS Moderate Allocation Portfolio, Service Class		01		2020		22.0018		24.6855		15,780,091
		01		2019		18.3509		22.0018		17,316,512
		01		2018		19.4629		18.3509		19,551,320
		01		2017		17.1720		19.4629		21,931,222
		01		2016		16.4927		17.1720		25,048,277
		01		2015		16.7475		16.4927		28,089,546
		01		2014		16.2115		16.7475		32,979,094
		01		2013		14.1479		16.2115		38,869,179
		01		2012		13.0319		14.1479		41,029,236
		01		2011		13.4940		13.0319		42,369,861
		02		2020		21.5075		24.0825		2,409,204
		02		2019		17.9746		21.5075		2,632,159
		02		2018		19.1023		17.9746		2,998,102
		02		2017		16.8877		19.1023		3,334,120
		02		2016		16.2527		16.8877		3,629,472
		02		2015		16.5374		16.2527		4,046,884
		02		2014		16.0407		16.5374		4,726,183
		02		2013		14.0275		16.0407		5,393,736
		02		2012		12.9474		14.0275		6,808,170
		02		2011		13.4338		12.9474		7,164,051
		03		2020		21.3858		23.9341		0
		03		2019		17.8819		21.3858		19,225
		03		2018		19.0134		17.8819		19,942
		03		2017		16.8175		19.0134		20,767
		03		2016		16.1934		16.8175		22,277
		03		2015		16.4855		16.1934		22,335
		03		2014		15.9984		16.4855		70,502
		03		2013		13.9976		15.9984		70,980
		03		2012		12.9264		13.9976		79,710
		03		2011		13.4188		12.9264		59,271

369

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2020		21.0232		23.4927		3,164,940
		04		2019		17.6052		21.0232		3,524,683
		04		2018		18.7476		17.6052		3,939,268
		04		2017		16.6075		18.7476		4,508,069
		04		2016		16.0156		16.6075		5,064,056
		04		2015		16.3295		16.0156		5,556,604
		04		2014		15.8714		16.3295		6,531,402
		04		2013		13.9078		15.8714		7,851,241
		04		2012		12.8633		13.9078		8,156,766
		04		2011		13.3737		12.8633		7,978,171
		05		2020		20.9025		23.3457		0
		05		2019		17.5133		20.9025		0
		05		2018		18.6595		17.5133		0
		05		2017		16.5380		18.6595		0
		05		2016		15.9568		16.5380		0
		05		2015		16.2779		15.9568		0
		05		2014		15.8293		16.2779		0
		05		2013		13.8780		15.8293		0
		05		2012		12.8423		13.8780		0
		05		2011		13.3587		12.8423		0
		06		2020		20.5489		22.9165		0
		06		2019		17.2428		20.5489		0
		06		2018		18.3989		17.2428		0
		06		2017		16.3314		18.3989		0
		06		2016		15.7817		16.3314		136
		06		2015		16.1239		15.7817		315
		06		2014		15.7037		16.1239		239
		06		2013		13.7889		15.7037		841
		06		2012		12.7795		13.7889		3,651
		06		2011		13.3138		12.7795		2,888
		07		2020		20.4321		22.7747		0
		07		2019		17.1534		20.4321		0
		07		2018		18.3127		17.1534		0
		07		2017		16.2632		18.3127		0
		07		2016		15.7237		16.2632		0
		07		2015		16.0729		15.7237		0
		07		2014		15.6620		16.0729		0
		07		2013		13.7593		15.6620		0
		07		2012		12.7587		13.7593		863
		07		2011		13.2989		12.7587		1,073
		08		2020		19.9697		22.2140		0
		08		2019		16.7992		19.9697		0
		08		2018		17.9713		16.7992		0
		08		2017		15.9924		17.9713		0
		08		2016		15.4936		15.9924		0
		08		2015		15.8702		15.4936		0
		08		2014		15.4961		15.8702		0
		08		2013		13.6415		15.4961		0
		08		2012		12.6755		13.6415		0
		08		2011		13.2392		12.6755		0

370

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
MFS New Discovery Value Portfolio, Service Class		01		2020		30.4943		31.1098		79,603
		01		2019		23.2370		30.4943		92,629
		01		2018		26.5481		23.2370		121,305
		01		2017		23.4681		26.5481		134,268
		01		2016		18.8280		23.4681		73,635
		01		2015		19.7158		18.8280		94,920
		01		2014		19.4265		19.7158		113,935
		01		2013		14.1414		19.4265		144,632
		01		2012		13.1201		14.1414		212,471
		01		2011		14.2679		13.1201		219,071
		02		2020		29.8091		30.3496		13,310
		02		2019		22.7604		29.8091		13,785
		02		2018		26.0561		22.7604		15,854
		02		2017		23.0794		26.0561		17,664
		02		2016		18.5539		23.0794		15,584
		02		2015		19.4684		18.5539		20,219
		02		2014		19.2218		19.4684		23,278
		02		2013		14.0209		19.2218		39,763
		02		2012		13.0350		14.0209		54,365
		02		2011		14.2042		13.0350		70,244
		03		2020		29.6405		30.1627		0
		03		2019		22.6430		29.6405		0
		03		2018		25.9349		22.6430		0
		03		2017		22.9836		25.9349		11,041
		03		2016		18.4862		22.9836		11,199
		03		2015		19.4072		18.4862		13,112
		03		2014		19.1712		19.4072		12,809
		03		2013		13.9910		19.1712		0
		03		2012		13.0139		13.9910		0
		03		2011		14.1883		13.0139		0
		04		2020		29.1378		29.6064		8,634
		04		2019		22.2926		29.1378		9,017
		04		2018		25.5723		22.2926		10,517
		04		2017		22.6965		25.5723		10,454
		04		2016		18.2833		22.6965		7,534
		04		2015		19.2236		18.2833		9,409
		04		2014		19.0190		19.2236		11,274
		04		2013		13.9012		19.0190		10,688
		04		2012		12.9503		13.9012		14,394
		04		2011		14.1406		12.9503		14,677
		05		2020		28.9706		29.4212		0
		05		2019		22.1762		28.9706		0
		05		2018		25.4521		22.1762		0
		05		2017		22.6015		25.4521		0
		05		2016		18.2161		22.6015		0
		05		2015		19.1628		18.2161		0
		05		2014		18.9685		19.1628		0
		05		2013		13.8714		18.9685		0
		05		2012		12.9291		13.8714		0
		05		2011		14.1248		12.9291		0

371

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2020		28.4805		28.8801		0
		06		2019		21.8336		28.4805		0
		06		2018		25.0966		21.8336		0
		06		2017		22.3192		25.0966		0
		06		2016		18.0162		22.3192		0
		06		2015		18.9816		18.0162		0
		06		2014		18.8179		18.9816		0
		06		2013		13.7823		18.8179		0
		06		2012		12.8660		13.7823		0
		06		2011		14.0773		12.8660		0
		07		2020		28.3185		28.7013		0
		07		2019		21.7204		28.3185		0
		07		2018		24.9790		21.7204		0
		07		2017		22.2259		24.9790		0
		07		2016		17.9500		22.2259		0
		07		2015		18.9215		17.9500		0
		07		2014		18.7679		18.9215		0
		07		2013		13.7528		18.7679		12,597
		07		2012		12.8450		13.7528		0
		07		2011		14.0615		12.8450		0
		08		2020		27.6777		27.9948		0
		08		2019		21.2719		27.6777		0
		08		2018		24.5133		21.2719		0
		08		2017		21.8558		24.5133		0
		08		2016		17.6873		21.8558		0
		08		2015		18.6828		17.6873		0
		08		2014		18.5692		18.6828		0
		08		2013		13.6350		18.5692		0
		08		2012		12.7612		13.6350		0
		08		2011		13.9983		12.7612		0
MFS Mid Cap Growth Series, Service Class		01		2020		40.5135		54.2375		119,557
		01		2019		29.7885		40.5135		145,293
		01		2018		30.0035		29.7885		182,953
		01		2017		24.0802		30.0035		222,865
		01		2016		23.4039		24.0802		282,030
		01		2015		22.7865		23.4039		319,652
		01		2014		21.3422		22.7865		390,744
		01		2013		15.8144		21.3422		465,642
		01		2012		10.0000		15.8144		627,009
		02		2020		39.1050		52.2468		54,695
		02		2019		28.8105		39.1050		75,700
		02		2018		29.0771		28.8105		94,712
		02		2017		23.3835		29.0771		119,016
		02		2016		22.7731		23.3835		141,690
		02		2015		22.2176		22.7731		154,896
		02		2014		20.8517		22.2176		194,375
		02		2013		15.4824		20.8517		246,281
		02		2012		10.0000		15.4824		351,240

372

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2020		38.7613		51.7615		1,465
		03		2019		28.5717		38.7613		1,727
		03		2018		28.8506		28.5717		2,575
		03		2017		23.2131		28.8506		2,934
		03		2016		22.6186		23.2131		4,572
		03		2015		22.0780		22.6186		4,391
		03		2014		20.7313		22.0780		5,201
		03		2013		15.4008		20.7313		4,978
		03		2012		10.0000		15.4008		2,808
		04		2020		37.7426		50.3251		21,100
		04		2019		27.8627		37.7426		29,239
		04		2018		28.1775		27.8627		37,133
		04		2017		22.7057		28.1775		34,332
		04		2016		22.1581		22.7057		37,205
		04		2015		21.6617		22.1581		40,374
		04		2014		20.3716		21.6617		48,279
		04		2013		15.1568		20.3716		56,966
		04		2012		10.0000		15.1568		72,530
		05		2020		37.4072		49.8518		56
		05		2019		27.6295		37.4072		67
		05		2018		27.9563		27.6295		76
		05		2017		22.5391		27.9563		81
		05		2016		22.0068		22.5391		90
		05		2015		21.5248		22.0068		981
		05		2014		20.2532		21.5248		1,039
		05		2013		15.0764		20.2532		1,061
		05		2012		10.0000		15.0764		1,094
		06		2020		36.4256		48.4709		0
		06		2019		26.9447		36.4256		0
		06		2018		27.3043		26.9447		0
		06		2017		22.0464		27.3043		17
		06		2016		21.5588		22.0464		421
		06		2015		21.1190		21.5588		1,527
		06		2014		19.9018		21.1190		1,562
		06		2013		14.8376		19.9018		1,703
		06		2012		10.0000		14.8376		2,942
		07		2020		30.8083		40.9755		0
		07		2019		22.8010		30.8083		0
		07		2018		23.1170		22.8010		0
		07		2017		18.6749		23.1170		0
		07		2016		18.2712		18.6749		153
		07		2015		17.9076		18.2712		185
		07		2014		16.8841		17.9076		227
		07		2013		12.5942		16.8841		1,730
		07		2012		10.0000		12.5942		11,038

373

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2020		29.7771		39.5235		0
		08		2019		22.0825		29.7771		0
		08		2018		22.4343		22.0825		0
		08		2017		18.1602		22.4343		0
		08		2016		17.8040		18.1602		0
		08		2015		17.4854		17.8040		0
		08		2014		16.5199		17.4854		0
		08		2013		12.3477		16.5199		0
		08		2012		10.0000		12.3477		1,526
MFS New Discovery Series, Service Class		01		2020		22.9758		32.8978		208,945
		01		2019		16.5351		22.9758		281,508
		01		2018		17.1071		16.5351		373,642
		01		2017		13.7674		17.1071		452,029
		01		2016		12.8663		13.7674		570,353
		01		2015		13.3690		12.8663		696,479
		01		2014		14.6946		13.3690		796,692
		01		2013		10.5800		14.6946		286,030
		01		2012		10.0000		10.5800		343,457
		02		2020		22.6471		32.3622		158,001
		02		2019		16.3313		22.6471		217,223
		02		2018		16.9304		16.3313		307,871
		02		2017		13.6525		16.9304		378,799
		02		2016		12.7849		13.6525		488,730
		02		2015		13.3115		12.7849		574,941
		02		2014		14.6613		13.3115		693,353
		02		2013		10.5775		14.6613		85,940
		02		2012		10.0000		10.5775		90,589
		03		2020		22.5658		52.2297		7,194
		03		2019		16.2808		22.5658		9,838
		03		2018		16.8866		16.2808		12,696
		03		2017		13.6240		16.8866		17,017
		03		2016		12.7647		13.6240		21,132
		03		2015		13.2972		12.7647		28,275
		03		2014		14.6530		13.2972		31,285
		03		2013		10.5769		14.6530		254
		03		2012		10.0000		10.5769		319
		04		2020		22.3225		31.8340		72,975
		04		2019		16.1296		22.3225		100,327
		04		2018		16.7551		16.1296		124,213
		04		2017		13.5383		16.7551		146,869
		04		2016		12.7039		13.5383		180,634
		04		2015		13.2542		12.7039		207,948
		04		2014		14.6280		13.2542		243,225
		04		2013		10.5751		14.6280		54,258
		04		2012		10.0000		10.5751		42,175

374

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2020		22.2408		31.7010		1,574
		05		2019		16.0789		22.2408		2,584
		05		2018		16.7113		16.0789		3,375
		05		2017		13.5099		16.7113		4,129
		05		2016		12.6837		13.5099		4,595
		05		2015		13.2399		12.6837		5,267
		05		2014		14.6197		13.2399		6,863
		05		2013		10.5744		14.6197		0
		05		2012		10.0000		10.5744		0
		06		2020		22.0019		31.3136		2,385
		06		2019		15.9299		22.0019		3,581
		06		2018		16.5813		15.9299		5,845
		06		2017		13.4249		16.5813		8,703
		06		2016		12.6233		13.4249		12,164
		06		2015		13.1970		12.6233		13,610
		06		2014		14.5947		13.1970		21,079
		06		2013		10.5726		14.5947		0
		06		2012		10.0000		10.5726		0
		07		2020		21.9224		31.1848		0
		07		2019		15.8804		21.9224		152
		07		2018		16.5381		15.8804		792
		07		2017		13.3967		16.5381		1,073
		07		2016		12.6032		13.3967		1,336
		07		2015		13.1828		12.6032		1,693
		07		2014		14.5864		13.1828		1,900
		07		2013		10.5720		14.5864		0
		07		2012		10.0000		10.5720		401
		08		2020		21.6064		30.6728		0
		08		2019		15.6832		21.6064		0
		08		2018		16.3662		15.6832		0
		08		2017		13.2843		16.3662		34
		08		2016		12.5230		13.2843		48
		08		2015		13.1258		12.5230		62
		08		2014		14.5532		13.1258		72
		08		2013		10.5695		14.5532		0
		08		2012		10.0000		10.5695		0
MFS Total Return Bond Series, Service Class		01		2020		11.4705		12.2034		7,549,747
		01		2019		10.6099		11.4705		7,916,962
		01		2018		10.9336		10.6099		8,467,760
		01		2017		10.6697		10.9336		9,685,820
		01		2016		10.4305		10.6697		10,224,292
		01		2015		10.6674		10.4305		10,933,881
		01		2014		10.2693		10.6674		13,417,715
		01		2013		10.5779		10.2693		17,377,744
		01		2012		10.0474		10.5779		21,100,414
		01		2011		10.0000		10.0474		1,636

375

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2020		11.2796		11.9762		1,079,822
		02		2019		10.4542		11.2796		1,168,870
		02		2018		10.7949		10.4542		1,252,872
		02		2017		10.5555		10.7949		1,449,753
		02		2016		10.3399		10.5555		1,607,400
		02		2015		10.5963		10.3399		1,725,642
		02		2014		10.2216		10.5963		2,020,707
		02		2013		10.5503		10.2216		2,490,801
		02		2012		10.0417		10.5503		3,281,076
		02		2011		10.0000		10.0417		664
		03		2020		11.2324		11.9201		88,723
		03		2019		10.4157		11.2324		91,522
		03		2018		10.7606		10.4157		91,307
		03		2017		10.8272		10.7606		97,695
		03		2016		10.3174		10.8272		108,923
		03		2015		10.5786		10.3174		105,304
		03		2014		10.2098		10.5786		107,984
		03		2013		10.5434		10.2098		110,014
		03		2012		10.0403		10.5434		117,331
		03		2011		10.0000		10.0403		0
		04		2020		11.0914		11.7527		1,237,079
		04		2019		10.3004		11.0914		1,312,304
		04		2018		10.6576		10.3004		1,432,934
		04		2017		10.4423		10.6576		1,698,874
		04		2016		10.2499		10.4423		1,748,768
		04		2015		10.5255		10.2499		1,806,160
		04		2014		10.1741		10.5255		2,156,094
		04		2013		10.5226		10.1741		2,790,794
		04		2012		10.0360		10.5226		3,278,644
		04		2011		10.0000		10.0360		6,329
		05		2020		11.0442		11.6965		0
		05		2019		10.2620		11.0442		0
		05		2018		10.6234		10.2620		0
		05		2017		10.4142		10.6234		0
		05		2016		10.2274		10.4142		0
		05		2015		10.5078		10.2274		0
		05		2014		10.1622		10.5078		0
		05		2013		10.5157		10.1622		0
		05		2012		10.0345		10.5157		0
		05		2011		10.0000		10.0345		0
		06		2020		10.9060		11.5329		910
		06		2019		10.1487		10.9060		1,055
		06		2018		10.5219		10.1487		1,319
		06		2017		10.3301		10.5219		1,863
		06		2016		10.1605		10.3301		4,573
		06		2015		10.4551		10.1605		5,708
		06		2014		10.1267		10.4551		5,506
		06		2013		10.4951		10.1267		11,572
		06		2012		10.0302		10.4951		15,027
		06		2011		10.0000		10.0302		0

376

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2020		10.8601		11.4786		0
		07		2019		10.1111		10.8601		0
		07		2018		10.4882		10.1111		0
		07		2017		10.3023		10.4882		0
		07		2016		10.1382		10.3023		0
		07		2015		10.4375		10.1382		0
		07		2014		10.1149		10.4375		0
		07		2013		10.4882		10.1149		0
		07		2012		10.0288		10.4882		2,565
		07		2011		10.0000		10.0288		0
		08		2020		10.6779		11.2630		0
		08		2019		9.9616		10.6779		0
		08		2018		10.3543		9.9616		0
		08		2017		10.1914		10.3543		0
		08		2016		10.0497		10.1914		0
		08		2015		10.3676		10.0497		0
		08		2014		10.0676		10.3676		0
		08		2013		10.4606		10.0676		0
		08		2012		10.0231		10.4606		0
		08		2011		10.0000		10.0231		0
Morgan Stanley Variable Insurance Fund, Inc. Growth Portfolio, Class II		01		2020		31.8623		67.9282		77,024
		01		2019		24.6411		31.8623		116,831
		01		2018		23.3516		24.6411		112,398
		01		2017		16.6230		23.3516		97,224
		01		2016		17.2332		16.6230		109,364
		01		2015		15.6493		17.2332		48,696
		01		2014		14.9986		15.6493		52,245
		01		2013		10.3234		14.9986		41,008
		01		2012		9.2040		10.3234		6,678
		01		2011		10.0000		9.2040		159
		02		2020		31.3319		66.6636		5,140
		02		2019		24.2795		31.3319		6,144
		02		2018		23.0554		24.2795		7,153
		02		2017		16.4451		23.0554		6,220
		02		2016		17.0835		16.4451		5,552
		02		2015		15.5450		17.0835		5,190
		02		2014		14.9290		15.5450		4,870
		02		2013		10.2964		14.9290		3,948
		02		2012		9.1987		10.2964		8,560
		02		2011		10.0000		9.1987		0
		03		2020		31.2008		66.3513		0
		03		2019		24.1901		31.2008		0
		03		2018		22.9821		24.1901		0
		03		2017		16.4011		22.9821		0
		03		2016		17.0464		16.4011		0
		03		2015		15.5191		17.0464		0
		03		2014		14.9117		15.5191		0
		03		2013		10.2897		14.9117		0
		03		2012		9.1974		10.2897		0
		03		2011		10.0000		9.1974		0

377

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2020		30.8092		65.4198		9,772
		04		2019		23.9225		30.8092		16,198
		04		2018		22.7624		23.9225		27,663
		04		2017		16.2688		22.7624		8,099
		04		2016		16.9348		16.2688		7,231
		04		2015		15.4411		16.9348		4,558
		04		2014		14.8595		15.4411		11,579
		04		2013		10.2694		14.8595		12,532
		04		2012		9.1935		10.2694		2,222
		04		2011		10.0000		9.1935		0
		05		2020		30.6781		65.1076		0
		05		2019		23.8332		30.6781		0
		05		2018		22.6893		23.8332		0
		05		2017		16.2249		22.6893		0
		05		2016		16.8978		16.2249		0
		05		2015		15.4153		16.8978		0
		05		2014		14.8422		15.4153		0
		05		2013		10.2627		14.8422		0
		05		2012		9.1922		10.2627		0
		05		2011		10.0000		9.1922		0
		06		2020		30.2942		64.1969		0
		06		2019		23.5701		30.2942		0
		06		2018		22.4726		23.5701		0
		06		2017		16.0940		22.4726		0
		06		2016		16.7871		16.0940		197
		06		2015		15.3378		16.7871		77
		06		2014		14.7903		15.3378		227
		06		2013		10.2425		14.7903		0
		06		2012		9.1882		10.2425		0
		06		2011		10.0000		9.1882		0
		07		2020		30.1668		63.8947		0
		07		2019		23.4828		30.1668		0
		07		2018		22.4007		23.4828		0
		07		2017		16.0506		22.4007		0
		07		2016		16.7505		16.0506		0
		07		2015		15.3121		16.7505		0
		07		2014		14.7731		15.3121		0
		07		2013		10.2357		14.7731		0
		07		2012		9.1869		10.2357		0
		07		2011		10.0000		9.1869		0
		08		2020		29.6609		62.6956		0
		08		2019		23.1358		29.6609		0
		08		2018		22.1148		23.1358		0
		08		2017		15.8779		22.1148		0
		08		2016		16.6042		15.8779		0
		08		2015		15.2095		16.6042		0
		08		2014		14.7042		15.2095		0
		08		2013		10.2088		14.7042		0
		08		2012		9.1816		10.2088		0
		08		2011		10.0000		9.1816		0

378

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
Morgan Stanley Variable Insurance Fund, Inc. Discovery Portfolio, Class II		01		2020		28.1693		69.8304		26,557
		01		2019		20.4624		28.1693		66,686
		01		2018		18.8251		20.4624		74,978
		01		2017		13.8091		18.8251		78,840
		01		2016		15.4027		13.8091		107,599
		01		2015		16.6590		15.4027		99,604
		01		2014		16.6323		16.6590		129,280
		01		2013		12.3005		16.6323		148,914
		01		2012		11.5292		12.3005		211,401
		01		2011		12.6283		11.5292		241,818
		02		2020		27.5016		68.0388		9,404
		02		2019		20.0175		27.5016		18,630
		02		2018		18.4529		20.0175		18,711
		02		2017		13.5633		18.4529		11,799
		02		2016		15.1594		13.5633		18,494
		02		2015		16.4293		15.1594		28,828
		02		2014		16.4364		16.4293		28,799
		02		2013		12.1803		16.4364		44,932
		02		2012		11.4400		12.1803		71,721
		02		2011		12.5561		11.4400		79,634
		03		2020		27.3376		67.5989		0
		03		2019		19.9081		27.3376		278
		03		2018		18.3613		19.9081		499
		03		2017		13.5027		18.3613		654
		03		2016		15.0994		13.5027		988
		03		2015		16.3726		15.0994		1,306
		03		2014		16.3880		16.3726		1,778
		03		2013		12.1506		16.3880		0
		03		2012		11.4179		12.1506		0
		03		2011		12.5383		11.4179		0
		04		2020		26.8487		66.2899		8,602
		04		2019		19.5815		26.8487		11,431
		04		2018		18.0876		19.5815		13,064
		04		2017		13.3215		18.0876		6,999
		04		2016		14.9196		13.3215		9,292
		04		2015		16.2024		14.9196		8,690
		04		2014		16.2426		16.2024		8,775
		04		2013		12.0613		16.2426		74,313
		04		2012		11.3514		12.0613		79,709
		04		2011		12.4843		11.3514		82,101
		05		2020		26.6863		65.8546		0
		05		2019		19.4732		26.6863		0
		05		2018		17.9970		19.4732		0
		05		2017		13.2616		17.9970		0
		05		2016		14.8601		13.2616		0
		05		2015		16.1461		14.8601		0
		05		2014		16.1944		16.1461		0
		05		2013		12.0316		16.1944		0
		05		2012		11.3294		12.0316		0
		05		2011		12.4664		11.3294		0

379

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2020		26.2099		64.5826		0
		06		2019		19.1542		26.2099		0
		06		2018		17.7288		19.1542		0
		06		2017		13.0836		17.7288		0
		06		2017		13.0836		17.7288		0
		06		2016		14.6831		13.0836		0
		06		2015		15.9783		14.6831		0
		06		2014		16.0507		15.9783		0
		06		2013		11.9431		16.0507		0
		06		2012		11.2633		11.9431		0
		06		2011		12.4128		11.2633		0
		07		2020		26.0526		64.1627		0
		07		2019		19.0489		26.0526		0
		07		2018		17.6402		19.0489		0
		07		2017		13.0247		17.6402		0
		07		2016		14.6246		13.0247		0
		07		2015		15.9227		14.6246		0
		07		2014		16.0030		15.9227		0
		07		2013		11.9138		16.0030		0
		07		2012		11.2414		11.9138		0
		07		2011		12.3950		11.2414		0
		08		2020		25.4310		62.5049		0
		08		2019		18.6321		25.4310		0
		08		2018		17.2896		18.6321		0
		08		2017		12.7917		17.2896		0
		08		2016		14.3924		12.7917		0
		08		2015		15.7020		14.3924		0
		08		2014		15.8136		15.7020		0
		08		2013		11.7969		15.8136		0
		08		2012		11.1541		11.7969		0
		08		2011		12.3238		11.1541		0
Invesco Oppenheimer V.I. Capital Appreciation Fund/ Series II		01		2020		34.0317		43.6002		61,153
		01		2019		25.4706		34.0317		73,208
		01		2018		27.5392		25.4706		90,785
		01		2017		22.1327		27.5392		87,803
		01		2016		23.0643		22.1327		121,067
		01		2015		22.7091		23.0643		142,003
		01		2014		20.0560		22.7091		182,352
		01		2013		15.7557		20.0560		203,243
		01		2012		14.0776		15.7557		226,584
		01		2011		14.5127		14.0776		271,025
		02		2020		32.8485		43.9266		45,539
		02		2019		24.6344		32.8485		53,865
		02		2018		26.6889		24.6344		62,202
		02		2017		21.4923		26.6889		70,411
		02		2016		22.4427		21.4923		85,546
		02		2015		22.1421		22.4427		96,314
		02		2014		19.5951		22.1421		103,247
		02		2013		15.4250		19.5951		110,660
		02		2012		13.8104		15.4250		147,645
		02		2011		14.2662		13.8104		173,357

380

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2020		32.5599		43.5187		4,352
		03		2019		24.4302		32.5599		5,372
		03		2018		26.4811		24.4302		7,755
		03		2017		21.3358		26.4811		8,275
		03		2016		22.2904		21.3358		9,537
		03		2015		22.0031		22.2904		9,443
		03		2014		19.4820		22.0031		10,266
		03		2013		15.3437		19.4820		11,376
		03		2012		13.7446		15.3437		5,735
		03		2011		14.2055		13.7446		12,214
		04		2020		31.7043		42.3112		35,763
		04		2019		23.8241		31.7043		43,819
		04		2018		25.8633		23.8241		57,794
		04		2017		20.8694		25.8633		61,160
		04		2016		21.8367		20.8694		70,907
		04		2015		21.5883		21.8367		79,157
		04		2014		19.1440		21.5883		87,389
		04		2013		15.1006		19.1440		102,515
		04		2012		13.5478		15.1006		160,844
		04		2011		14.0234		13.5478		153,761
		05		2020		31.4224		41.9131		132
		05		2019		23.6246		31.4224		162
		05		2018		25.6602		23.6246		175
		05		2017		20.7163		25.6602		176
		05		2016		21.6875		20.7163		197
		05		2015		21.4517		21.6875		1,991
		05		2014		19.0326		21.4517		2,062
		05		2013		15.0205		19.0326		2,254
		05		2012		13.4828		15.0205		2,188
		05		2011		13.9632		13.4828		4,783
		06		2020		30.5979		40.7523		983
		06		2019		23.0391		30.5979		1,010
		06		2018		25.0618		23.0391		4,719
		06		2017		20.2635		25.0618		8,478
		06		2016		21.2461		20.2635		9,494
		06		2015		21.0473		21.2461		9,824
		06		2014		18.7025		21.0473		14,217
		06		2013		14.7826		18.7025		14,210
		06		2012		13.2897		14.7826		19,133
		06		2011		13.7844		13.2897		20,264
		07		2020		26.0769		34.7133		0
		07		2019		19.6448		26.0769		0
		07		2018		21.3804		19.6448		0
		07		2017		17.2956		21.3804		0
		07		2016		18.1436		17.2956		333
		07		2015		17.9830		18.1436		372
		07		2014		15.9877		17.9830		447
		07		2013		12.6432		15.9877		3,651
		07		2012		11.3722		12.6432		22,781
		07		2011		11.8016		11.3722		25,768

381

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2020		25.2041		33.4833		0
		08		2019		19.0258		25.2041		0
		08		2018		20.7490		19.0258		0
		08		2017		16.8189		20.7490		0
		08		2016		17.6797		16.8189		0
		08		2015		17.5591		17.6797		0
		08		2014		15.6429		17.5591		0
		08		2013		12.3959		15.6429		0
		08		2012		11.1727		12.3959		3,029
		08		2011		11.6182		11.1727		4,031
Invesco Oppenheimer V.I Conservative Balanced Fund/ Series II		01		2020		11.3646		12.8077		412,791
		01		2019		9.8576		11.3646		412,745
		01		2018		10.6104		9.8576		433,108
		01		2017		9.9015		10.6104		465,170
		01		2016		9.5917		9.9015		497,700
		01		2015		9.6976		9.5917		225,686
		01		2014		9.1285		9.6976		252,269
		01		2013		8.2259		9.1285		291,796
		01		2012		7.4614		8.2259		345,356
		01		2011		7.5573		7.4614		381,466
		02		2020		11.0723		12.4533		75,753
		02		2019		9.6233		11.0723		73,934
		02		2018		10.3792		9.6233		89,695
		02		2017		9.7052		10.3792		95,758
		02		2016		9.4207		9.7052		93,364
		02		2015		9.5441		9.4207		118,063
		02		2014		9.0024		9.5441		180,228
		02		2013		8.1288		9.0024		174,195
		02		2012		7.3884		8.1288		218,587
		02		2011		7.4986		7.3884		253,844
		03		2020		11.0006		12.3664		4,470
		03		2019		9.5658		11.0006		4,756
		03		2018		10.3224		9.5658		5,038
		03		2017		9.6569		10.3224		5,369
		03		2016		9.3786		9.6569		5,680
		03		2015		9.5063		9.3786		10,514
		03		2014		8.9712		9.5063		11,233
		03		2013		8.1048		8.9712		12,011
		03		2012		7.3704		8.1048		12,721
		03		2011		7.4841		7.3704		12,825
		04		2020		10.7871		12.1080		20,018
		04		2019		9.3943		10.7871		21,861
		04		2018		10.1526		9.3943		23,560
		04		2017		9.5125		10.1526		24,108
		04		2016		9.2525		9.5125		24,231
		04		2015		9.3928		9.2525		25,552
		04		2014		8.8778		9.3928		27,646
		04		2013		8.0326		8.8778		31,128
		04		2012		7.3160		8.0326		28,355
		04		2011		7.4403		7.3160		30,123

382

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2020		10.7163		12.0222		0
		05		2019		9.3375		10.7163		0
		05		2018		10.0966		9.3375		0
		05		2017		9.4648		10.0966		0
		05		2016		9.2108		9.4648		0
		05		2015		9.3553		9.2108		0
		05		2014		8.8468		9.3553		0
		05		2013		8.0087		8.8468		0
		05		2012		7.2980		8.0087		0
		05		2011		7.4257		7.2980		0
		06		2020		10.5086		11.7716		0
		06		2019		9.1702		10.5086		0
		06		2018		9.9306		9.1702		0
		06		2017		9.3232		9.9306		0
		06		2016		9.0870		9.3232		0
		06		2015		9.2437		9.0870		0
		06		2014		8.7546		9.2437		0
		06		2013		7.9375		8.7546		0
		06		2012		7.2442		7.9375		0
		06		2011		7.3823		7.2442		0
		07		2020		10.4401		11.6890		0
		07		2019		9.1150		10.4401		0
		07		2018		9.8758		9.1150		0
		07		2017		9.2765		9.8758		0
		07		2016		9.0460		9.2765		0
		07		2015		9.2067		9.0460		0
		07		2014		8.7241		9.2067		0
		07		2013		7.9138		8.7241		0
		07		2012		7.2263		7.9138		0
		07		2011		7.3678		7.2263		0
		08		2020		10.1698		11.3633		0
		08		2019		8.8971		10.1698		0
		08		2018		9.6594		8.8971		0
		08		2017		9.0916		9.6594		0
		08		2016		8.8839		9.0916		0
		08		2015		9.0603		8.8839		0
		08		2014		8.6029		9.0603		0
		08		2013		7.8199		8.6029		0
		08		2012		7.1553		7.8199		0
		08		2011		7.3103		7.1553		0
Invesco Oppenheimer V.I. Global Fund/ - Series II		01		2020		30.0699		37.6885		94,721
		01		2019		23.2574		30.0699		121,002
		01		2018		27.3060		23.2574		144,898
		01		2017		20.3650		27.3060		147,531
		01		2016		20.7393		20.3650		184,473
		01		2015		20.3402		20.7393		243,283
		01		2014		20.2648		20.3402		304,915
		01		2013		16.2252		20.2648		382,736
		01		2012		13.6409		16.2252		394,254
		01		2011		15.1623		13.6409		486,651

383

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2020		29.1039		36.3756		51,515
		02		2019		22.5554		29.1039		63,003
		02		2018		26.5353		22.5554		72,644
		02		2017		19.8300		26.5353		77,650
		02		2016		20.2355		19.8300		101,102
		02		2015		19.8866		20.2355		141,353
		02		2014		19.8533		19.8866		164,890
		02		2013		15.9282		19.8533		186,435
		02		2012		13.4186		15.9282		216,595
		02		2011		14.9455		13.4186		266,929
		03		2020		28.8678		36.0624		2,447
		03		2019		22.3837		28.8678		3,005
		03		2018		26.3466		22.3837		4,556
		03		2017		19.6989		26.3466		4,419
		03		2016		20.1120		19.6989		5,702
		03		2015		19.7752		20.1120		6,489
		03		2014		19.7521		19.7752		7,182
		03		2013		15.8550		19.7521		8,822
		03		2012		13.3638		15.8550		9,985
		03		2011		14.8920		13.3638		13,613
		04		2020		28.1671		35.1339		28,260
		04		2019		21.8733		28.1671		31,165
		04		2018		25.7850		21.8733		34,521
		04		2017		19.3080		25.7850		33,337
		04		2016		19.7432		19.3080		42,023
		04		2015		19.4424		19.7432		47,352
		04		2014		19.4495		19.4424		54,498
		04		2013		15.6360		19.4495		61,706
		04		2012		13.1995		15.6360		95,244
		04		2011		14.7315		13.1995		120,449
		05		2020		27.9359		34.8273		0
		05		2019		21.7051		27.9359		0
		05		2018		25.6001		21.7051		0
		05		2017		19.1795		25.6001		0
		05		2016		19.6218		19.1795		0
		05		2015		19.3327		19.6218		0
		05		2014		19.3497		19.3327		0
		05		2013		15.5637		19.3497		0
		05		2012		13.1452		15.5637		0
		05		2011		14.6784		13.1452		0
		06		2020		27.2588		33.9323		2,637
		06		2019		21.2107		27.2588		2,696
		06		2018		25.0546		21.2107		2,704
		06		2017		18.7989		25.0546		2,698
		06		2016		19.2620		18.7989		4,464
		06		2015		19.0073		19.2620		4,324
		06		2014		19.0532		19.0073		7,309
		06		2013		15.3487		19.0532		7,329
		06		2012		12.9836		15.3487		8,521
		06		2011		14.5202		12.9836		8,934

384

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2020		27.0364		33.6384		0
		07		2019		21.0482		27.0364		0
		07		2018		24.8752		21.0482		0
		07		2017		18.6738		24.8752		0
		07		2016		19.1435		18.6738		0
		07		2015		18.9001		19.1435		0
		07		2014		18.9553		18.9001		0
		07		2013		15.2777		18.9553		0
		07		2012		12.9302		15.2777		0
		07		2011		14.4678		12.9302		0
		08		2020		26.1622		32.4847		0
		08		2019		20.4090		26.1622		0
		08		2018		24.1692		20.4090		0
		08		2017		18.1805		24.1692		0
		08		2016		18.6761		18.1805		0
		08		2015		18.4764		18.6761		0
		08		2014		18.5684		18.4764		0
		08		2013		14.9965		18.5684		0
		08		2012		12.7183		14.9965		0
		08		2011		14.2599		12.7183		0
Invesco Oppenheimer V.I. Main Street Fund/Series II		01		2020		33.1429		37.0598		1,041,389
		01		2019		25.5791		33.1429		1,227,754
		01		2018		28.3011		25.5791		1,513,773
		01		2017		24.6695		28.3011		1,801,390
		01		2016		22.5370		24.6695		2,190,005
		01		2015		22.2246		22.5370		2,652,780
		01		2014		20.4685		22.2246		3,105,210
		01		2013		15.8338		20.4685		3,852,264
		01		2012		13.8074		15.8338		4,943,438
		01		2011		14.0829		13.8074		6,372,617
		02		2020		31.9908		35.6996		905,355
		02		2019		24.7394		31.9908		1,060,669
		02		2018		27.4273		24.7394		1,312,376
		02		2017		23.9558		27.4273		1,530,182
		02		2016		21.9296		23.9558		1,901,602
		02		2015		21.6697		21.9296		2,299,764
		02		2014		19.9982		21.6697		2,809,066
		02		2013		15.5015		19.9982		3,472,949
		02		2012		13.5453		15.5015		4,436,227
		02		2011		13.8437		13.5453		5,455,957
		03		2020		31.7097		35.3680		33,913
		03		2019		24.5343		31.7097		37,901
		03		2018		27.2137		24.5343		47,321
		03		2017		23.7812		27.2137		57,588
		03		2016		21.7809		23.7812		68,579
		03		2015		21.5336		21.7809		92,359
		03		2014		19.8827		21.5336		107,799
		03		2013		15.4198		19.8827		125,298
		03		2012		13.4808		15.4198		157,272
		03		2011		13.7847		13.4808		197,045

385

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2020		30.8765		34.3867		374,215
		04		2019		23.9257		30.8765		425,023
		04		2018		26.5789		23.9257		482,874
		04		2017		23.2616		26.5789		536,667
		04		2016		21.3376		23.2616		607,091
		04		2015		21.1278		21.3376		648,443
		04		2014		19.5379		21.1278		788,052
		04		2013		15.1756		19.5379		1,064,746
		04		2012		13.2878		15.1756		1,386,363
		04		2011		13.6081		13.2878		1,657,562
		05		2020		30.6020		34.0632		6,375
		05		2019		23.7254		30.6020		8,326
		05		2018		26.3702		23.7254		10,209
		05		2017		23.0908		26.3702		11,682
		05		2016		21.1918		23.0908		12,450
		05		2015		20.9941		21.1918		14,376
		05		2014		19.4242		20.9941		19,249
		05		2013		15.0950		19.4242		20,399
		05		2012		13.2240		15.0950		25,117
		05		2011		13.5497		13.2240		30,867
		06		2020		29.7990		33.1198		14,542
		06		2019		23.1374		29.7990		16,775
		06		2018		25.7553		23.1374		18,822
		06		2017		22.5862		25.7553		25,191
		06		2016		20.7605		22.5862		34,350
		06		2015		20.5984		20.7605		38,409
		06		2014		19.0873		20.5984		76,265
		06		2013		14.8559		19.0873		108,537
		06		2012		13.0346		14.8559		160,424
		06		2011		13.3761		13.0346		186,435
		07		2020		27.6046		30.6653		0
		07		2019		21.4443		27.6046		601
		07		2018		23.8828		21.4443		2,678
		07		2017		20.9547		23.8828		3,377
		07		2016		19.2707		20.9547		4,022
		07		2015		19.1300		19.2707		5,141
		07		2014		17.7357		19.1300		6,077
		07		2013		13.8110		17.7357		39,568
		07		2012		12.1240		13.8110		82,413
		07		2011		12.4480		12.1240		99,268
		08		2020		26.6808		29.5789		0
		08		2019		20.7688		26.6808		179
		08		2018		23.1777		20.7688		202
		08		2017		20.3773		23.1777		315
		08		2016		18.7781		20.3773		378
		08		2015		18.6792		18.7781		445
		08		2014		17.3533		18.6792		520
		08		2013		13.5409		17.3533		2,098
		08		2012		11.9114		13.5409		3,089
		08		2011		12.2547		11.9114		3,360

386

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
Invesco Oppenheimer V.I. Main Street Small Cap Fund/Series II		01		2020		43.4970		51.1797		13,718
		01		2019		35.0617		43.4970		15,464
		01		2018		39.8515		35.0617		18,294
		01		2017		35.5688		39.8515		21,813
		01		2016		30.7341		35.5688		24,766
		01		2015		33.2776		30.7341		26,380
		01		2014		30.3040		33.2776		28,808
		01		2013		21.9111		30.3040		36,523
		01		2012		18.9347		21.9111		45,932
		01		2011		19.7217		18.9347		57,364
		02		2020		41.9847		49.3011		18,567
		02		2019		33.9105		41.9847		20,046
		02		2018		38.6209		33.9105		23,351
		02		2017		34.5398		38.6209		27,412
		02		2016		29.9057		34.5398		36,694
		02		2015		32.4467		29.9057		43,714
		02		2014		29.6076		32.4467		50,504
		02		2013		21.4512		29.6076		63,666
		02		2012		18.5753		21.4512		79,887
		02		2011		19.3867		18.5753		74,207
		03		2020		41.6158		48.8433		476
		03		2019		33.6295		41.6158		505
		03		2018		38.3203		33.6295		1,244
		03		2017		34.2881		38.3203		1,213
		03		2016		29.7029		34.2881		1,272
		03		2015		32.2430		29.7029		1,419
		03		2014		29.4367		32.2430		1,377
		03		2013		21.3381		29.4367		1,456
		03		2012		18.4868		21.3381		1,349
		03		2011		19.3041		18.4868		1,415
		04		2020		40.5224		47.4881		8,351
		04		2019		32.7953		40.5224		9,156
		04		2018		37.4264		32.7953		9,983
		04		2017		33.5389		37.4264		11,139
		04		2016		29.0984		33.5389		31,834
		04		2015		31.6353		29.0984		15,882
		04		2014		28.9262		31.6353		16,134
		04		2013		21.0002		28.9262		19,440
		04		2012		18.2221		21.0002		30,062
		04		2011		19.0569		18.2221		33,262
		05		2020		40.1621		47.0413		0
		05		2019		32.5207		40.1621		0
		05		2018		37.1325		32.5207		0
		05		2017		33.2927		37.1325		0
		05		2016		28.8996		33.2927		0
		05		2015		31.4352		28.8996		0
		05		2014		28.7579		31.4352		0
		05		2013		20.8887		28.7579		0
		05		2012		18.1346		20.8887		0
		05		2011		18.9751		18.1346		0

387

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2020		39.1083		45.7385		63
		06		2019		31.7147		39.1083		116
		06		2018		36.2667		31.7147		121
		06		2017		32.5652		36.2667		114
		06		2016		28.3115		32.5652		280
		06		2015		30.8427		28.3115		566
		06		2014		28.2592		30.8427		1,242
		06		2013		20.5579		28.2592		1,248
		06		2012		17.8750		20.5579		1,382
		06		2011		18.7320		17.8750		1,437
		07		2020		35.6672		41.6929		0
		07		2019		28.9387		35.6672		0
		07		2018		33.1091		28.9387		0
		07		2017		29.7448		33.1091		0
		07		2016		25.8727		29.7448		0
		07		2015		28.2003		25.8727		0
		07		2014		25.8513		28.2003		0
		07		2013		18.8158		25.8513		0
		07		2012		16.3687		18.8158		714
		07		2011		17.1623		16.3687		0
		08		2020		34.4735		40.2157		0
		08		2019		28.0270		34.4735		0
		08		2018		32.1315		28.0270		0
		08		2017		28.9252		32.1315		0
		08		2016		25.2113		28.9252		0
		08		2015		27.5358		25.2113		0
		08		2014		25.2939		27.5358		0
		08		2013		18.4478		25.2939		0
		08		2012		16.0815		18.4478		0
		08		2011		16.8957		16.0815		0
PIMCO Emerging Markets Bond Portfolio, Administrative Class		01		2020		32.6783		34.2938		49,962
		01		2019		28.9423		32.6783		56,139
		01		2018		30.8915		28.9423		65,899
		01		2017		28.5796		30.8915		78,084
		01		2016		25.6377		28.5796		92,558
		01		2015		26.6669		25.6377		112,258
		01		2014		26.7075		26.6669		157,061
		01		2013		29.1897		26.7075		201,735
		01		2012		25.1746		29.1897		237,097
		01		2011		24.0717		25.1746		268,573
		02		2020		31.5523		33.0456		22,277
		02		2019		28.0010		31.5523		24,258
		02		2018		29.9472		28.0010		25,650
		02		2017		27.7616		29.9472		30,902
		02		2016		24.9547		27.7616		40,525
		02		2015		26.0094		24.9547		50,640
		02		2014		26.1021		26.0094		59,136
		02		2013		28.5862		26.1021		70,157
		02		2012		24.7046		28.5862		79,571
		02		2011		23.6704		24.7046		73,470

388

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2020		31.2775		32.7413		529
		03		2019		27.7711		31.2775		535
		03		2018		29.7164		27.7711		583
		03		2017		27.5614		29.7164		629
		03		2016		24.7873		27.5614		676
		03		2015		25.8481		24.7873		714
		03		2014		25.9534		25.8481		754
		03		2013		28.4378		25.9534		879
		03		2012		24.5889		28.4378		847
		03		2011		23.5714		24.5889		6,734
		04		2020		30.4629		31.8404		27,881
		04		2019		27.0887		30.4629		28,921
		04		2018		29.0301		27.0887		30,641
		04		2017		26.9656		29.0301		31,951
		04		2016		24.2886		26.9656		32,779
		04		2015		25.3669		24.2886		44,915
		04		2014		25.5094		25.3669		50,470
		04		2013		27.9942		25.5094		61,765
		04		2012		24.2426		27.9942		69,398
		04		2011		23.2750		24.2426		73,062
		05		2020		30.1945		31.5434		0
		05		2019		26.8640		30.1945		0
		05		2018		28.8044		26.8640		0
		05		2017		26.7698		28.8044		0
		05		2016		24.1246		26.7698		0
		05		2015		25.2085		24.1246		0
		05		2014		25.3630		25.2085		0
		05		2013		27.8478		25.3630		0
		05		2012		24.1283		27.8478		0
		05		2011		23.1770		24.1283		0
		06		2020		29.4092		30.6770		0
		06		2019		26.2044		29.4092		0
		06		2018		28.1394		26.2044		0
		06		2017		26.1910		28.1394		0
		06		2016		23.6392		26.1910		103
		06		2015		24.7392		23.6392		258
		06		2014		24.9290		24.7392		134
		06		2013		27.4133		24.9290		144
		06		2012		23.7884		27.4133		159
		06		2011		22.8856		23.7884		173
		07		2020		20.7450		21.6284		0
		07		2019		18.4937		20.7450		0
		07		2018		19.8694		18.4937		0
		07		2017		18.5029		19.8694		0
		07		2016		16.7087		18.5029		0
		07		2015		17.4952		16.7087		0
		07		2014		17.6384		17.4952		0
		07		2013		19.4061		17.6384		0
		07		2012		16.8487		19.4061		5,267
		07		2011		16.2174		16.8487		0

389

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2020		20.0507		20.8621		0
		08		2019		17.9111		20.0507		0
		08		2018		19.2828		17.9111		0
		08		2017		17.9931		19.2828		0
		08		2016		16.2816		17.9931		0
		08		2015		17.0829		16.2816		0
		08		2014		17.2581		17.0829		0
		08		2013		19.0266		17.2581		0
		08		2012		16.5532		19.0266		0
		08		2011		15.9656		16.5532		0
PIMCO StocksPLUS® Global Portfolio, Advisor Class		01		2020		16.0386		17.8302		8,835
		01		2019		12.7870		16.0386		9,746
		01		2018		14.5669		12.7870		13,719
		01		2017		12.0417		14.5669		14,159
		01		2016		11.3632		12.0417		9,306
		01		2015		12.6990		11.3632		9,917
		01		2014		12.7962		12.6990		9,641
		01		2013		10.9155		12.7962		577
		01		2012		10.1116		10.9155		0
		01		2011		10.0000		10.1116		0
		02		2020		15.7716		17.4982		0
		02		2019		12.5993		15.7716		0
		02		2018		14.3821		12.5993		0
		02		2017		11.9127		14.3821		967
		02		2016		11.2645		11.9127		377
		02		2015		12.6143		11.2645		397
		02		2014		12.7368		12.6143		0
		02		2013		10.8870		12.7368		0
		02		2012		10.1058		10.8870		0
		02		2011		10.0000		10.1058		0
		03		2020		15.7055		17.4161		77
		03		2019		12.5529		15.7055		0
		03		2018		14.3364		12.5529		0
		03		2017		11.8808		14.3364		0
		03		2016		11.2400		11.8808		0
		03		2015		12.5933		11.2400		0
		03		2014		12.7221		12.5933		0
		03		2013		10.8799		12.7221		0
		03		2012		10.1044		10.8799		0
		03		2011		10.0000		10.1044		0
		04		2020		15.5084		17.1715		0
		04		2019		12.4140		15.5084		0
		04		2018		14.1993		12.4140		0
		04		2017		11.7850		14.1993		0
		04		2016		11.1664		11.7850		0
		04		2015		12.5300		11.1664		0
		04		2014		12.6776		12.5300		0
		04		2013		10.8585		12.6776		0
		04		2012		10.1000		10.8585		0
		04		2011		10.0000		10.1000		0

390

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2020		15.4424		17.0895		0
		05		2019		12.3676		15.4424		0
		05		2018		14.1536		12.3676		0
		05		2017		11.7532		14.1536		0
		05		2016		11.1420		11.7532		0
		05		2015		12.5090		11.1420		0
		05		2014		12.6628		12.5090		0
		05		2013		10.8514		12.6628		0
		05		2012		10.0986		10.8514		0
		05		2011		10.0000		10.0986		0
		06		2020		15.2491		16.8503		0
		06		2019		12.2311		15.2491		0
		06		2018		14.0184		12.2311		0
		06		2017		11.6583		14.0184		0
		06		2016		11.0690		11.6583		0
		06		2015		12.4462		11.0690		0
		06		2014		12.6185		12.4462		0
		06		2013		10.8300		12.6185		0
		06		2012		10.0943		10.8300		0
		06		2011		10.0000		10.0943		0
		07		2020		15.1849		16.7710		0
		07		2019		12.1857		15.1849		0
		07		2018		13.9736		12.1857		0
		07		2017		11.6269		13.9736		0
		07		2016		11.0448		11.6269		0
		07		2015		12.4253		11.0448		0
		07		2014		12.6038		12.4253		0
		07		2013		10.8229		12.6038		0
		07		2012		10.0928		10.8229		0
		07		2011		10.0000		10.0928		0
		08		2020		14.9302		16.4561		0
		08		2019		12.0057		14.9302		0
		08		2018		13.7952		12.0057		0
		08		2017		11.5017		13.7952		0
		08		2016		10.9483		11.5017		0
		08		2015		12.3420		10.9483		0
		08		2014		12.5450		12.3420		0
		08		2013		10.7945		12.5450		0
		08		2012		10.0870		10.7945		0
		08		2011		10.0000		10.0870		0
PIMCO Global Managed Allocation Portfolio, Advisor Class		01		2020		13.5031		15.5000		5,918,699
		01		2019		11.7381		13.5031		6,705,175
		01		2018		12.6450		11.7381		7,551,478
		01		2017		11.2779		12.6450		8,413,056
		01		2016		11.0345		11.2779		9,737,231
		01		2015		11.2487		11.0345		11,024,375
		01		2014		10.9375		11.2487		12,811,291
		01		2013		12.0762		10.9375		18,045,188
		01		2012		11.2893		12.0762		23,895,544
		01		2011		11.6886		11.2893		25,590,331

391

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2020		13.2218		15.1468		134,112
		02		2019		11.5167		13.2218		145,926
		02		2018		12.4316		11.5167		161,663
		02		2017		11.1097		12.4316		197,608
		02		2016		10.8922		11.1097		248,844
		02		2015		11.1263		10.8922		280,552
		02		2014		10.8405		11.1263		301,734
		02		2013		11.9935		10.8405		561,396
		02		2012		11.2350		11.9935		828,744
		02		2011		11.6560		11.2350		951,579
		03		2020		13.1526		15.0598		420
		03		2019		11.4621		13.1526		420
		03		2018		12.3789		11.4621		420
		03		2017		11.0682		12.3789		461
		03		2016		10.8570		11.0682		3,769
		03		2015		11.0960		10.8570		3,812
		03		2014		10.8165		11.0960		4,279
		03		2013		11.9730		10.8165		14,982
		03		2012		11.2215		11.9730		22,903
		03		2011		11.6479		11.2215		20,167
		04		2020		12.9458		14.8007		1,325,175
		04		2019		11.2989		12.9458		1,476,517
		04		2018		12.2213		11.2989		1,643,512
		04		2017		10.9438		12.2213		1,835,097
		04		2016		10.7514		10.9438		2,137,269
		04		2015		11.0049		10.7514		2,409,552
		04		2014		10.7441		11.0049		2,838,953
		04		2013		11.9112		10.7441		4,012,766
		04		2012		11.1808		11.9112		4,975,848
		04		2011		11.6234		11.1808		5,360,212
		05		2020		12.8770		14.7144		0
		05		2019		11.2447		12.8770		0
		05		2018		12.1690		11.2447		0
		05		2017		10.9026		12.1690		0
		05		2016		10.7164		10.9026		0
		05		2015		10.9747		10.7164		0
		05		2014		10.7202		10.9747		0
		05		2013		11.8907		10.7202		0
		05		2012		11.1673		11.8907		4,489
		05		2011		11.6153		11.1673		4,771
		06		2020		12.6752		14.4620		0
		06		2019		11.0850		12.6752		0
		06		2018		12.0142		11.0850		347
		06		2017		10.7801		12.0142		1,031
		06		2016		10.6122		10.7801		1,125
		06		2015		10.8847		10.6122		1,733
		06		2014		10.6485		10.8847		2,138
		06		2013		11.8293		10.6485		2,768
		06		2012		11.1268		11.8293		7,755
		06		2011		11.5909		11.1268		5,202

392

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2020		12.6084		14.3786		0
		07		2019		11.0321		12.6084		0
		07		2018		11.9630		11.0321		0
		07		2017		10.7395		11.9630		0
		07		2016		10.5777		10.7395		0
		07		2015		10.8548		10.5777		0
		07		2014		10.6247		10.8548		0
		07		2013		11.8089		10.6247		0
		07		2012		11.1133		11.8089		0
		07		2011		11.5828		11.1133		0
		08		2020		12.3439		14.6484		0
		08		2019		10.8227		12.3439		0
		08		2018		11.7598		10.8227		0
		08		2017		10.5785		11.7598		0
		08		2016		10.4405		10.5785		0
		08		2015		10.7360		10.4405		0
		08		2014		10.5300		10.7360		0
		08		2013		11.7276		10.5300		0
		08		2012		11.0595		11.7276		0
		08		2011		11.5503		11.0595		0
PIMCO Real Return Portfolio, Administrative Class		01		2020		16.3047		17.9148		620,010
		01		2019		15.2863		16.3047		688,915
		01		2018		15.8938		15.2863		744,528
		01		2017		15.5889		15.8938		911,244
		01		2016		15.0671		15.5889		986,597
		01		2015		15.7460		15.0671		1,084,490
		01		2014		15.5288		15.7460		1,255,776
		01		2013		17.3926		15.5288		1,477,737
		01		2012		16.2611		17.3926		1,565,648
		01		2011		14.8041		16.2611		1,848,468
		02		2020		15.7379		17.2574		269,968
		02		2019		14.7846		15.7379		316,577
		02		2018		15.4031		14.7846		352,084
		02		2017		15.1380		15.4031		399,827
		02		2016		14.6611		15.1380		430,825
		02		2015		15.3529		14.6611		481,617
		02		2014		15.1720		15.3529		572,243
		02		2013		17.0277		15.1720		705,764
		02		2012		15.9525		17.0277		901,145
		02		2011		14.5526		15.9525		1,030,954
		03		2020		15.5996		17.0971		6,887
		03		2019		14.6620		15.5996		7,257
		03		2018		15.2832		14.6620		7,322
		03		2017		15.0277		15.2832		12,563
		03		2016		14.5617		15.0277		16,204
		03		2015		15.2565		14.5617		16,769

393

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2014		15.0844		15.2565		19,359
		03		2013		16.9380		15.0844		20,648
		03		2012		15.8766		16.9380		26,011
		03		2011		14.4907		15.8766		31,463
		04		2020		15.1897		16.6227		67,494
		04		2019		14.2983		15.1897		72,038
		04		2018		14.9267		14.2983		74,486
		04		2017		14.6993		14.9267		81,921
		04		2016		14.2653		14.6993		84,111
		04		2015		14.9689		14.2653		90,063
		04		2014		14.8228		14.9689		106,399
		04		2013		16.6698		14.8228		126,043
		04		2012		15.6493		16.6698		144,174
		04		2011		14.3051		15.6493		158,902
		05		2020		15.0547		16.4664		755
		05		2019		14.1787		15.0547		752
		05		2018		14.8095		14.1787		677
		05		2017		14.5915		14.8095		700
		05		2016		14.1679		14.5915		630
		05		2015		14.8743		14.1679		583
		05		2014		14.7367		14.8743		595
		05		2013		16.5814		14.7367		586
		05		2012		15.5743		16.5814		460
		05		2011		14.2437		15.5743		443
		06		2020		14.6597		16.0103		3,935
		06		2019		13.8272		14.6597		4,111
		06		2018		14.4641		13.8272		6,529
		06		2017		14.2726		14.4641		6,826
		06		2016		13.8795		14.2726		7,239
		06		2015		14.5940		13.8795		7,267
		06		2014		14.4810		14.5940		13,255
		06		2013		16.3188		14.4810		14,823
		06		2012		15.3513		16.3188		22,259
		06		2011		14.0613		15.3513		22,710
		07		2020		13.2187		14.4293		0
		07		2019		12.4744		13.2187		0
		07		2018		13.0556		12.4744		0
		07		2017		12.8892		13.0556		0
		07		2016		12.5407		12.8892		0
		07		2015		13.1929		12.5407		0
		07		2014		13.0975		13.1929		0
		07		2013		14.7672		13.0975		467
		07		2012		13.8988		14.7672		3,183
		07		2011		12.7374		13.8988		3,731
		08		2020		12.7763		13.9181		0
		08		2019		12.0814		12.7763		0
		08		2018		12.6701		12.0814		0
		08		2017		12.5340		12.6701		0

394

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2016		12.2201		12.5340		0
		08		2015		12.8820		12.2201		0
		08		2014		12.8151		12.8820		0
		08		2013		14.4785		12.8151		0
		08		2012		13.6551		14.4785		0
		08		2011		12.5396		13.6551		0
PIMCO Total Return Portfolio, Administrative Class		01		2020		17.4681		18.6680		2,356,277
		01		2019		16.3885		17.4681		2,605,010
		01		2018		16.7528		16.3885		2,838,328
		01		2017		16.2339		16.7528		3,446,884
		01		2016		16.0750		16.2339		3,798,559
		01		2015		16.2713		16.0750		4,012,516
		01		2014		15.8649		16.2713		4,681,474
		01		2013		16.4538		15.8649		5,648,739
		01		2012		15.2653		16.4538		6,279,656
		01		2011		14.9797		15.2653		7,637,595
		02		2020		16.8609		17.9829		1,425,656
		02		2019		15.8505		16.8609		1,576,479
		02		2018		16.2356		15.8505		1,761,100
		02		2017		15.7643		16.2356		2,098,622
		02		2016		15.6418		15.7643		2,333,099
		02		2015		15.8651		15.6418		2,469,775
		02		2014		15.5004		15.8651		2,847,028
		02		2013		16.1086		15.5004		3,297,074
		02		2012		14.9756		16.1086		3,521,017
		02		2011		14.7253		14.9756		4,240,404
		03		2020		16.7128		17.8159		37,777
		03		2019		15.7192		16.7128		37,667
		03		2018		16.1092		15.7192		42,688
		03		2017		15.6494		16.1092		51,386
		03		2016		15.5358		15.6494		52,488
		03		2015		15.7656		15.5358		55,378
		03		2014		15.4109		15.7656		58,177
		03		2013		16.0237		15.4109		71,293
		03		2012		14.9043		16.0237		55,691
		03		2011		14.6626		14.9043		73,442
		04		2020		16.2736		17.3216		375,234
		04		2019		15.3292		16.2736		395,579
		04		2018		15.7334		15.3292		430,127
		04		2017		15.3075		15.7334		488,725
		04		2016		15.2196		15.3075		506,134
		04		2015		15.4684		15.2196		516,347
		04		2014		15.1437		15.4684		612,097
		04		2013		15.7700		15.1437		719,767
		04		2012		14.6910		15.7700		715,573
		04		2011		14.4748		14.6910		857,357

395

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2020		16.1290		17.1587		3,753
		05		2019		15.2009		16.1290		3,875
		05		2018		15.6099		15.2009		3,928
		05		2017		15.1952		15.6099		4,167
		05		2016		15.1156		15.1952		4,270
		05		2015		15.3706		15.1156		6,947
		05		2014		15.0556		15.3706		7,899
		05		2013		15.6863		15.0556		11,947
		05		2012		14.6205		15.6863		21,426
		05		2011		14.4127		14.6205		25,119
		06		2020		15.7058		16.6835		8,303
		06		2019		14.8242		15.7058		12,617
		06		2018		15.2459		14.8242		15,385
		06		2017		14.8631		15.2459		15,873
		06		2016		14.8080		14.8631		21,263
		06		2015		15.0809		14.8080		21,660
		06		2014		14.7945		15.0809		28,267
		06		2013		15.4379		14.7945		34,822
		06		2012		14.4112		15.4379		48,216
		06		2011		14.2281		14.4112		54,104
		07		2020		14.6019		15.5030		0
		07		2019		13.7891		14.6019		0
		07		2018		14.1886		13.7891		0
		07		2017		13.8394		14.1886		0
		07		2016		13.7951		13.8394		421
		07		2015		14.0565		13.7951		479
		07		2014		13.7966		14.0565		558
		07		2013		14.4040		13.7966		7,879
		07		2012		13.4529		14.4040		36,757
		07		2011		13.2888		13.4529		38,400
		08		2020		14.1133		14.9538		0
		08		2019		13.3548		14.1133		0
		08		2018		13.7698		13.3548		0
		08		2017		13.4580		13.7698		0
		08		2016		13.4425		13.4580		0
		08		2015		13.7253		13.4425		0
		08		2014		13.4991		13.7253		0
		08		2013		14.1223		13.4991		163
		08		2012		13.2170		14.1223		2,751
		08		2011		13.0824		13.2170		3,569
PIMCO All Asset Portfolio, Administrative Class		01		2020		15.4870		16.4520		445,316
		01		2019		14.0720		15.4870		484,478
		01		2018		15.1267		14.0720		503,190
		01		2017		13.5449		15.1267		593,640
		01		2016		12.1952		13.5449		614,894
		01		2015		13.6243		12.1952		712,308
		01		2014		13.7876		13.6243		913,789
		01		2013		13.9807		13.7876		1,009,232
		01		2012		12.3679		13.9807		720,171
		01		2011		12.3338		12.3679		62,537

396

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2020		15.0475		15.9531		42,244
		02		2019		13.7002		15.0475		45,575
		02		2018		14.7567		13.7002		62,807
		02		2017		13.2401		14.7567		70,147
		02		2016		11.9451		13.2401		73,324
		02		2015		13.3721		11.9451		81,537
		02		2014		13.5600		13.3721		109,614
		02		2013		13.7780		13.5600		117,500
		02		2012		12.2135		13.7780		134,611
		02		2011		12.2046		12.2135		92,301
		03		2020		14.9399		15.8310		196
		03		2019		13.6090		14.9399		245
		03		2018		14.6660		13.6090		301
		03		2017		13.1653		14.6660		359
		03		2016		11.8836		13.1653		506
		03		2015		13.3101		11.8836		667
		03		2014		13.5039		13.3101		704
		03		2013		13.7279		13.5039		719
		03		2012		12.1754		13.7279		709
		03		2011		12.1726		12.1754		2,106
		04		2020		14.6198		15.4684		167,861
		04		2019		13.3375		14.6198		173,933
		04		2018		14.3952		13.3375		184,259
		04		2017		12.9417		14.3952		191,509
		04		2016		11.6998		12.9417		178,207
		04		2015		13.1242		11.6998		214,480
		04		2014		13.3358		13.1242		271,354
		04		2013		13.5778		13.3358		409,041
		04		2012		12.0608		13.5778		172,508
		04		2011		12.0766		12.0608		37,421
		05		2020		14.5139		15.3483		0
		05		2019		13.2478		14.5139		0
		05		2018		14.3058		13.2478		0
		05		2017		12.8681		14.3058		0
		05		2016		11.6391		12.8681		0
		05		2015		13.0629		11.6391		0
		05		2014		13.2802		13.0629		0
		05		2013		13.5282		13.2802		0
		05		2012		12.0229		13.5282		0
		05		2011		12.0447		12.0229		0
		06		2020		14.2034		14.9975		0
		06		2019		12.9838		14.2034		0
		06		2018		14.0418		12.9838		339
		06		2017		12.6495		14.0418		1,006
		06		2016		11.4590		12.6495		2,212
		06		2015		12.8805		11.4590		2,913
		06		2014		13.1149		12.8805		5,852
		06		2013		13.3803		13.1149		8,155
		06		2012		11.9098		13.3803		8,841
		06		2011		11.9497		11.9098		6,855

397

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2020		14.1012		14.8820		0
		07		2019		12.8968		14.1012		0
		07		2018		13.9548		12.8968		0
		07		2017		12.5775		13.9548		0
		07		2016		11.3996		12.5775		0
		07		2015		12.8202		11.3996		0
		07		2014		13.0602		12.8202		0
		07		2013		13.3313		13.0602		0
		07		2012		11.8723		13.3313		317
		07		2011		11.9181		11.8723		0
		08		2020		13.6984		14.4276		0
		08		2019		12.5539		13.6984		0
		08		2018		13.6116		12.5539		0
		08		2017		12.2930		13.6116		0
		08		2016		11.1645		12.2930		0
		08		2015		12.5817		11.1645		0
		08		2014		12.8435		12.5817		0
		08		2013		13.1369		12.8435		0
		08		2012		11.7233		13.1369		0
		08		2011		11.7926		11.7233		0
PIMCO CommodityRealReturn Strategy Portfolio Administrative Class		01		2020		5.4699		5.4524		1,254,021
		01		2019		4.9909		5.4699		1,289,268
		01		2018		5.9101		4.9909		1,371,971
		01		2017		5.8822		5.9101		1,556,625
		01		2016		5.1937		5.8822		1,597,274
		01		2015		7.1082		5.1937		1,978,556
		01		2014		8.8600		7.1082		1,767,527
		01		2013		10.5613		8.8600		1,845,917
		01		2012		10.1900		10.5613		2,064,744
		01		2011		11.2077		10.1900		2,231,043
		02		2020		5.3147		5.2870		573,546
		02		2019		4.8590		5.3147		596,650
		02		2018		5.7655		4.8590		609,514
		02		2017		5.7498		5.7655		675,574
		02		2016		5.0872		5.7498		677,522
		02		2015		6.9766		5.0872		814,543
		02		2014		8.7138		6.9766		690,939
		02		2013		10.4081		8.7138		702,588
		02		2012		10.0628		10.4081		717,959
		02		2011		11.0903		10.0628		874,469
		03		2020		5.2766		5.2465		7,512
		03		2019		4.8266		5.2766		7,681
		03		2018		5.7300		4.8266		10,204
		03		2017		5.7173		5.7300		11,847
		03		2016		5.0610		5.7173		14,342
		03		2015		6.9442		5.0610		16,736
		03		2014		8.6777		6.9442		13,312
		03		2013		10.3703		8.6777		16,449
		03		2012		10.0314		10.3703		13,197
		03		2011		11.0612		10.0314		15,695

398

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2020		5.1635		5.1262		163,546
		04		2019		4.7302		5.1635		161,978
		04		2018		5.6242		4.7302		188,230
		04		2017		5.6201		5.6242		208,165
		04		2016		4.9826		5.6201		203,976
		04		2015		6.8472		4.9826		275,808
		04		2014		8.5696		6.8472		246,422
		04		2013		10.2568		8.5696		251,730
		04		2012		9.9370		10.2568		263,574
		04		2011		10.9739		9.9370		257,433
		05		2020		5.1261		5.0864		2,524
		05		2019		4.6984		5.1261		2,231
		05		2018		5.5893		4.6984		1,972
		05		2017		5.5881		5.5893		1,928
		05		2016		4.9568		5.5881		1,634
		05		2015		6.8152		4.9568		1,691
		05		2014		8.5339		6.8152		1,250
		05		2013		10.2193		8.5339		1,002
		05		2012		9.9057		10.2193		748
		05		2011		10.9449		9.9057		716
		06		2020		5.0164		4.9701		0
		06		2019		4.6048		5.0164		0
		06		2018		5.4861		4.6048		0
		06		2017		5.4932		5.4861		0
		06		2016		4.8801		5.4932		4,883
		06		2015		6.7200		4.8801		5,022
		06		2014		8.4276		6.7200		3,697
		06		2013		10.1075		8.4276		3,693
		06		2012		9.8124		10.1075		2,810
		06		2011		10.8585		9.8124		3,616
		07		2020		4.9803		4.9318		0
		07		2019		4.5739		4.9803		0
		07		2018		5.4521		4.5739		0
		07		2017		5.4619		5.4521		0
		07		2016		4.8547		5.4619		0
		07		2015		6.6886		4.8547		0
		07		2014		8.3925		6.6886		0
		07		2013		10.0705		8.3925		323
		07		2012		9.7816		10.0705		2,401
		07		2011		10.8298		9.7816		2,297
		08		2020		4.8380		4.7812		0
		08		2019		4.4522		4.8380		0
		08		2018		5.3179		4.4522		0
		08		2017		5.3383		5.3179		0
		08		2016		4.7546		5.3383		0
		08		2015		6.5640		4.7546		0
		08		2014		8.2532		6.5640		0
		08		2013		9.9237		8.2532		0
		08		2012		9.6587		9.9237		0
		08		2011		10.7158		9.6587		0

399

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
Putnam VT Multi Asset Absolute Return Fund, Class IB		01		2020		10.3675		9.4442		246,598
		01		2019		9.9524		10.3675		253,453
		01		2018		10.9805		9.9524		284,845
		01		2017		10.4354		10.9805		387,339
		01		2016		10.5369		10.4354		481,045
		01		2015		10.7717		10.5369		573,803
		01		2014		10.5456		10.7717		547,289
		01		2013		10.3021		10.5456		601,915
		01		2012		10.0371		10.3021		112,406
		01		2011		10.0000		10.0371		1,094
		02		2020		10.1949		9.2683		15,819
		02		2019		9.8063		10.1949		13,918
		02		2018		10.8412		9.8063		15,160
		02		2017		10.3237		10.8412		50,255
		02		2016		10.4453		10.3237		20,959
		02		2015		10.6999		10.4453		18,214
		02		2014		10.4967		10.6999		13,106
		02		2013		10.2752		10.4967		10,307
		02		2012		10.0314		10.2752		7,915
		02		2011		10.0000		10.0314		0
		03		2020		10.1522		9.2248		0
		03		2019		9.7702		10.1522		0
		03		2018		10.8067		9.7702		0
		03		2017		10.2961		10.8067		0
		03		2016		10.4426		10.2961		0
		03		2015		10.6820		10.4426		0
		03		2014		10.4845		10.6820		0
		03		2013		10.2685		10.4845		0
		03		2012		10.0300		10.2685		0
		03		2011		10.0000		10.0300		0
		04		2020		10.0248		9.0952		48,121
		04		2019		9.6621		10.0248		54,314
		04		2018		10.7033		9.6621		51,798
		04		2017		10.2130		10.7033		56,840
		04		2016		10.3544		10.2130		47,347
		04		2015		10.6284		10.3544		54,381
		04		2014		10.4478		10.6284		47,501
		04		2013		10.2482		10.4478		102,331
		04		2012		10.0257		10.2482		13,750
		04		2011		10.0000		10.0257		11,825
		05		2020		9.9821		9.0518		3,871
		05		2019		9.6260		9.9821		4,138
		05		2018		10.6690		9.6260		4,375
		05		2017		10.1855		10.6690		4,678
		05		2016		10.3318		10.1855		4,972
		05		2015		10.6106		10.3318		5,311
		05		2014		10.4357		10.6106		5,665
		05		2013		10.2415		10.4357		7,470
		05		2012		10.0243		10.2415		0
		05		2011		10.0000		10.0243		0

400

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2020		9.8571		8.9251		0
		06		2019		9.5197		9.8571		0
		06		2018		10.5670		9.5197		0
		06		2017		10.1033		10.5670		0
		06		2016		10.2641		10.1033		0
		06		2015		10.5573		10.2641		0
		06		2014		10.3992		10.5573		0
		06		2013		10.2214		10.3992		0
		06		2012		10.0200		10.2214		0
		06		2011		10.0000		10.0200		0
		07		2020		9.8157		8.8831		0
		07		2019		9.4844		9.8157		0
		07		2018		10.5332		9.4844		0
		07		2017		10.0760		10.5332		0
		07		2016		10.2417		10.0760		0
		07		2015		10.5396		10.2417		0
		07		2014		10.3870		10.5396		0
		07		2013		10.2147		10.3870		0
		07		2012		10.0185		10.2147		0
		07		2011		10.0000		10.0185		0
		08		2020		9.6511		8.7163		0
		08		2019		9.3443		9.6511		0
		08		2018		10.3988		9.3443		0
		08		2017		9.9676		10.3988		0
		08		2016		10.1522		9.9676		0
		08		2015		10.4689		10.1522		0
		08		2014		10.3386		10.4689		0
		08		2013		10.1878		10.3386		0
		08		2012		10.0128		10.1878		0
		08		2011		10.0000		10.0128		0
Putnam VT Equity Income Fund, Class IB		01		2020		26.0780		27.1359		202,216
		01		2019		20.3322		26.0780		184,033
		01		2018		22.5920		20.3322		199,106
		01		2017		19.3386		22.5920		209,803
		01		2016		17.3023		19.3386		235,572
		01		2015		18.1447		17.3023		269,698
		01		2014		16.3758		18.1447		264,767
		01		2013		12.5743		16.3758		218,454
		01		2012		10.7174		12.5743		68,495
		01		2011		10.0000		10.7174		9,681
		02		2020		25.6438		26.6306		67,460
		02		2019		20.0338		25.6438		67,063
		02		2018		22.3054		20.0338		73,162
		02		2017		19.1317		22.3054		80,783
		02		2016		17.1520		19.1317		79,481
		02		2015		18.0238		17.1520		103,257
		02		2014		16.2998		18.0238		79,169
		02		2013		12.5415		16.2998		60,263
		02		2012		10.7113		12.5415		18,577
		02		2011		10.0000		10.7113		4,091

401

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2020		25.5366		26.5058		1,319
		03		2019		19.9600		25.5366		1,779
		03		2018		22.2345		19.9600		2,317
		03		2017		19.0804		22.2345		2,595
		03		2016		17.1148		19.0804		5,043
		03		2015		17.9937		17.1148		5,799
		03		2014		16.2809		17.9937		6,167
		03		2013		12.5333		16.2809		2,787
		03		2012		10.7098		12.5333		2,269
		03		2011		10.0000		10.7098		0
		04		2020		25.2160		26.1335		26,487
		04		2019		19.7392		25.2160		32,135
		04		2018		22.0219		19.7392		40,215
		04		2017		18.9265		22.0219		27,461
		04		2016		17.0028		18.9265		23,485
		04		2015		17.9034		17.0028		65,753
		04		2014		16.2241		17.9034		75,464
		04		2013		12.5087		16.2241		87,215
		04		2012		10.7052		12.5087		23,616
		04		2011		10.0000		10.7052		0
		05		2020		25.1087		26.0087		0
		05		2019		19.6655		25.1087		0
		05		2018		21.9512		19.6655		0
		05		2017		18.8755		21.9512		0
		05		2016		16.9656		18.8755		0
		05		2015		17.8734		16.9656		0
		05		2014		16.2051		17.8734		0
		05		2013		12.5004		16.2051		0
		05		2012		10.7037		12.5004		0
		05		2011		10.0000		10.7037		0
		06		2020		24.7945		25.6448		0
		06		2019		19.4484		24.7945		3,130
		06		2018		21.7415		19.4484		3,530
		06		2017		18.7232		21.7415		3,424
		06		2016		16.8545		18.7232		3,518
		06		2015		17.7836		16.8545		3,622
		06		2014		16.1485		17.7836		0
		06		2013		12.4759		16.1485		0
		06		2012		10.6991		12.4759		0
		06		2011		10.0000		10.6991		0
		07		2020		24.6902		25.5240		0
		07		2019		19.3763		24.6902		0
		07		2018		21.6719		19.3763		0
		07		2017		18.6727		21.6719		0
		07		2016		16.8177		18.6727		0
		07		2015		17.7538		16.8177		0
		07		2014		16.1296		17.7538		0
		07		2013		12.4677		16.1296		0
		07		2012		10.6975		12.4677		12,512
		07		2011		10.0000		10.6975		0

402

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2020		24.2761		25.0449		0
		08		2019		19.0900		24.2761		0
		08		2018		21.3953		19.0900		0
		08		2017		18.4718		21.3953		0
		08		2016		16.6708		18.4718		0
		08		2015		17.6348		16.6708		0
		08		2014		16.0544		17.6348		0
		08		2013		12.4349		16.0544		0
		08		2012		10.6914		12.4349		0
		08		2011		10.0000		10.6914		0
Rational Trend Aggregation VA Fund		01		2020		13.9719		13.9060		3,696
		01		2019		13.2396		13.9719		3,521
		01		2018		14.1070		13.2396		3,863
		01		2017		14.5741		14.1070		4,436
		01		2016		13.8532		14.5741		4,547
		01		2015		14.5297		13.8532		5,991
		01		2014		13.4108		14.5297		21,463
		01		2013		11.3667		13.4108		51,164
		01		2012		10.3694		11.3667		77,964
		01		2011		9.8466		10.3694		77,596
		02		2020		13.6344		13.5429		2,098
		02		2019		12.9457		13.6344		2,069
		02		2018		13.8217		12.9457		2,091
		02		2017		14.3081		13.8217		2,231
		02		2016		13.6280		14.3081		2,143
		02		2015		14.3227		13.6280		2,374
		02		2014		13.2467		14.3227		2,465
		02		2013		11.2504		13.2467		7,543
		02		2012		10.2844		11.2504		8,254
		02		2011		9.7858		10.2844		8,717
		03		2020		13.5515		13.4537		0
		03		2019		12.8735		13.5515		0
		03		2018		13.7515		12.8735		0
		03		2017		14.2426		13.7515		0
		03		2016		13.5725		14.2426		0
		03		2015		14.2716		13.5725		0
		03		2014		13.2061		14.2716		0
		03		2013		11.2217		13.2061		1,899
		03		2012		10.2633		11.2217		2,074
		03		2011		9.7707		10.2633		2,256
		04		2020		13.3043		13.1884		0
		04		2019		12.6578		13.3043		0
		04		2018		13.5416		12.6578		0
		04		2017		14.0464		13.5416		0
		04		2016		13.4061		14.0464		0
		04		2015		14.1182		13.4061		0
		04		2014		13.0843		14.1182		0
		04		2013		11.1352		13.0843		1,036
		04		2012		10.1999		11.1352		1,059
		04		2011		9.7252		10.1999		1,079

403

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2020		13.2223		13.1002		0
		05		2019		12.5863		13.2223		0
		05		2018		13.4722		12.5863		0
		05		2017		13.9816		13.4722		0
		05		2016		13.3511		13.9816		0
		05		2015		14.0675		13.3511		0
		05		2014		13.0439		14.0675		0
		05		2013		11.1065		13.0439		0
		05		2012		10.1788		11.1065		0
		05		2011		9.7100		10.1788		0
		06		2020		12.9817		12.8427		0
		06		2019		12.3758		12.9817		0
		06		2018		13.2668		12.3758		0
		06		2017		13.7891		13.2668		0
		06		2016		13.1874		13.7891		0
		06		2015		13.9163		13.1874		0
		06		2014		12.9236		13.9163		0
		06		2013		11.0209		12.9236		0
		06		2012		10.1160		11.0209		0
		06		2011		9.6648		10.1160		0
		07		2020		12.9023		12.7576		0
		07		2019		12.3063		12.9023		0
		07		2018		13.1990		12.3063		0
		07		2017		13.7255		13.1990		0
		07		2016		13.1333		13.7255		0
		07		2015		13.8663		13.1333		0
		07		2014		12.8837		13.8663		0
		07		2013		10.9925		12.8837		0
		07		2012		10.0951		10.9925		0
		07		2011		9.6498		10.0951		0
		08		2020		12.5885		12.4220		0
		08		2019		12.0313		12.5885		0
		08		2018		12.9305		12.0313		0
		08		2017		13.4736		12.9305		0
		08		2016		12.9187		13.4736		0
		08		2015		13.6677		12.9187		0
		08		2014		12.7252		13.6677		0
		08		2013		10.8795		12.7252		0
		08		2012		10.0119		10.8795		0
		08		2011		9.5898		10.0119		0
Rational Insider Buying VA Fund		01		2020		18.5877		20.8654		3,264
		01		2019		15.2406		18.5877		3,628
		01		2018		16.6960		15.2406		5,271
		01		2017		14.4442		16.6960		5,588
		01		2016		13.2306		14.4442		7,567
		01		2015		14.4912		13.2306		10,155
		01		2014		15.0448		14.4912		32,948
		01		2013		11.5957		15.0448		68,771
		01		2012		9.6155		11.5957		106,803
		01		2011		9.8664		9.6155		129,303

404

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2020		18.1386		20.3205		2,053
		02		2019		14.9023		18.1386		2,368
		02		2018		16.3584		14.9023		2,700
		02		2017		14.1805		16.3584		2,825
		02		2016		13.0156		14.1805		3,247
		02		2015		14.2847		13.0156		3,707
		02		2014		14.8607		14.2847		3,734
		02		2013		11.4771		14.8607		5,873
		02		2012		9.5367		11.4771		7,019
		02		2011		9.8054		9.5367		7,982
		03		2020		18.0283		20.1868		0
		03		2019		14.8191		18.0283		0
		03		2018		16.2753		14.8191		0
		03		2017		14.1156		16.2753		0
		03		2016		12.9625		14.1156		0
		03		2015		14.2337		12.9625		0
		03		2014		14.8152		14.2337		0
		03		2013		11.4478		14.8152		0
		03		2012		9.5172		11.4478		0
		03		2011		9.7903		9.5172		0
		04		2020		17.6996		19.7887		0
		04		2019		14.5708		17.6996		0
		04		2018		16.0269		14.5708		0
		04		2017		13.9212		16.0269		0
		04		2016		12.8036		13.9212		0
		04		2015		14.0808		12.8036		0
		04		2014		14.6785		14.0808		0
		04		2013		11.3596		14.6785		464
		04		2012		9.4584		11.3596		3,212
		04		2011		9.7447		9.4584		3,269
		05		2020		17.5905		19.6565		0
		05		2019		14.4886		17.5905		0
		05		2018		15.9448		14.4886		0
		05		2017		13.8570		15.9448		0
		05		2016		12.7511		13.8570		0
		05		2015		14.0302		12.7511		0
		05		2014		14.6333		14.0302		0
		05		2013		11.3303		14.6333		0
		05		2012		9.4389		11.3303		0
		05		2011		9.7296		9.4389		0
		06		2020		17.2703		19.2698		0
		06		2019		14.2461		17.2703		0
		06		2018		15.7016		14.2461		0
		06		2017		13.6661		15.7016		0
		06		2016		12.5947		13.6661		0
		06		2015		13.8794		12.5947		0
		06		2014		14.4982		13.8794		0
		06		2013		11.2430		14.4982		0
		06		2012		9.3806		11.2430		0
		06		2011		9.6843		9.3806		0

405

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2020		17.1647		19.1424		0
		07		2019		14.1662		17.1647		0
		07		2018		15.6214		14.1662		0
		07		2017		13.6031		15.6214		0
		07		2016		12.5431		13.6031		0
		07		2015		13.8296		12.5431		0
		07		2014		14.4536		13.8296		0
		07		2013		11.2141		14.4536		0
		07		2012		9.3613		11.2141		0
		07		2011		9.6693		9.3613		0
		08		2020		16.7471		18.6387		0
		08		2019		13.8496		16.7471		0
		08		2018		15.3035		13.8496		0
		08		2017		13.3534		15.3035		0
		08		2016		12.3381		13.3534		0
		08		2015		13.6315		12.3381		0
		08		2014		14.2757		13.6315		0
		08		2013		11.0988		14.2757		0
		08		2012		9.2841		11.0988		0
		08		2011		9.6092		9.2841		0
Templeton Developing Markets VIP Fund, Class 2		01		2020		17.1806		19.8007		324,272
		01		2019		13.7872		17.1806		400,889
		01		2018		16.6489		13.7872		479,617
		01		2017		12.0553		16.6489		512,145
		01		2016		10.4371		12.0553		723,905
		01		2015		13.1998		10.4371		910,530
		01		2014		14.6508		13.1998		846,611
		01		2013		15.0352		14.6508		890,061
		01		2012		13.5105		15.0352		885,701
		01		2011		16.3254		13.5105		1,087,506
		02		2020		16.6930		19.2001		264,075
		02		2019		13.4228		16.6930		318,983
		02		2018		16.2417		13.4228		396,878
		02		2017		11.7840		16.2417		403,819
		02		2016		10.2229		11.7840		562,175
		02		2015		12.9554		10.2229		672,592
		02		2014		14.4088		12.9554		625,002
		02		2013		14.8171		14.4088		632,811
		02		2012		13.3418		14.8171		609,655
		02		2011		16.1544		13.3418		709,308
		03		2020		16.5736		19.0532		4,850
		03		2019		13.3335		16.5736		5,480
		03		2018		16.1418		13.3335		6,073
		03		2017		11.7174		16.1418		5,803
		03		2016		10.1703		11.7174		8,026
		03		2015		12.8953		10.1703		10,869
		03		2014		14.3492		12.8953		10,429
		03		2013		14.7633		14.3492		10,297
		03		2012		13.3001		14.7633		12,388
		03		2011		16.1122		13.3001		13,280

406

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2020		16.2184		18.6166		47,163
		04		2019		13.0674		16.2184		54,291
		04		2018		15.8437		13.0674		60,613
		04		2017		11.5183		15.8437		58,605
		04		2016		10.0129		11.5183		74,947
		04		2015		12.7152		10.0129		98,724
		04		2014		14.1705		12.7152		96,692
		04		2013		14.6018		14.1705		98,937
		04		2012		13.1749		14.6018		104,268
		04		2011		15.9849		13.1749		119,835
		05		2020		16.1009		18.4721		702
		05		2019		12.9795		16.1009		707
		05		2018		15.7453		12.9795		742
		05		2017		11.4527		15.7453		674
		05		2016		9.9610		11.4527		800
		05		2015		12.6557		9.9610		831
		05		2014		14.1115		12.6557		711
		05		2013		14.5484		14.1115		629
		05		2012		13.1335		14.5484		535
		05		2011		15.9428		13.1335		2,463
		06		2020		15.7564		18.0498		178
		06		2019		12.7208		15.7564		178
		06		2018		15.4547		12.7208		178
		06		2017		11.2582		15.4547		179
		06		2016		9.8068		11.2582		1,756
		06		2015		12.4790		9.8068		1,771
		06		2014		13.9358		12.4790		1,625
		06		2013		14.3893		13.9358		1,690
		06		2012		13.0099		14.3893		1,528
		06		2011		15.8169		13.0099		1,784
		07		2020		15.6429		17.9108		0
		07		2019		12.6355		15.6429		0
		07		2018		15.3590		12.6355		0
		07		2017		11.1941		15.3590		0
		07		2016		9.7559		11.1941		0
		07		2015		12.4206		9.7559		0
		07		2014		13.8777		12.4206		0
		07		2013		14.3366		13.8777		662
		07		2012		12.9689		14.3366		561
		07		2011		15.7752		12.9689		559
		08		2020		15.1961		17.3638		0
		08		2019		12.2995		15.1961		0
		08		2018		14.9811		12.2995		0
		08		2017		10.9408		14.9811		0
		08		2016		9.5547		10.9408		0
		08		2015		12.1894		9.5547		0
		08		2014		13.6473		12.1894		0
		08		2013		14.1275		13.6473		0
		08		2012		12.8061		14.1275		0
		08		2011		15.6091		12.8061		0

407

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
Templeton Foreign VIP Fund, Class 2		01		2020		19.9656		19.4088		871,222
		01		2019		18.0394		19.9656		908,267
		01		2018		21.6928		18.0394		1,009,030
		01		2017		18.8999		21.6928		1,090,783
		01		2016		17.9304		18.8999		1,271,708
		01		2015		19.4971		17.9304		1,505,063
		01		2014		22.3076		19.4971		1,595,344
		01		2013		18.4448		22.3076		1,617,128
		01		2012		15.8634		18.4448		1,900,093
		01		2011		18.0485		15.8634		2,368,338
		02		2020		19.2714		18.6964		790,092
		02		2019		17.4471		19.2714		833,726
		02		2018		21.0299		17.4471		922,333
		02		2017		18.3530		21.0229		1,002,730
		02		2016		17.4471		18.3530		1,228,275
		02		2015		19.0103		17.4471		1,469,170
		02		2014		21.7950		19.0103		1,671,887
		02		2013		18.0576		21.7950		1,711,522
		02		2012		15.5622		18.0576		2,035,882
		02		2011		17.7420		15.5622		2,501,516
		03		2020		19.1021		18.5228		49,346
		03		2019		17.3025		19.1021		48,854
		03		2018		20.8593		17.3025		54,055
		03		2017		18.2193		20.8593		59,821
		03		2016		17.3288		18.2193		69,678
		03		2015		18.8910		17.3288		89,161
		03		2014		21.6691		18.8910		93,193
		03		2013		17.9625		21.6691		89,950
		03		2012		15.4881		17.9625		94,814
		03		2011		17.6664		15.4881		114,011
		04		2020		18.6000		18.0086		375,830
		04		2019		16.8732		18.6000		396,377
		04		2018		20.3725		16.8732		413,696
		04		2017		17.8210		20.3725		424,116
		04		2016		16.9760		17.8210		476,214
		04		2015		18.5348		16.9760		537,711
		04		2014		21.2933		18.5348		598,215
		04		2013		17.6780		21.2933		690,169
		04		2012		15.2663		17.6780		815,856
		04		2011		17.4401		15.2663		987,984
		05		2020		18.4347		17.8393		10,685
		05		2019		16.7320		18.4347		12,248
		05		2018		20.2126		16.7320		12,808
		05		2017		17.6903		20.2126		13,299
		05		2016		16.8601		17.6903		13,775
		05		2015		18.4177		16.8601		17,647
		05		2014		21.1695		18.4177		20,755
		05		2013		17.5842		21.1695		18,428
		05		2012		15.1931		17.5842		20,550
		05		2011		17.3654		15.1931		26,006

408

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		06		2020		17.9509		17.3450		22,497
		06		2019		16.3172		17.9509		27,228
		06		2018		19.7412		16.3172		28,980
		06		2017		17.3036		19.7412		34,599
		06		2016		16.5168		17.3036		45,882
		06		2015		18.0704		16.5168		49,268
		06		2014		20.8022		18.0704		59,113
		06		2013		17.3056		20.8022		76,712
		06		2012		14.9755		17.3056		113,809
		06		2011		17.1429		14.9755		131,978
		07		2020		18.1876		17.5649		0
		07		2019		16.5407		18.1876		783
		07		2018		20.0217		16.5407		3,105
		07		2017		17.5584		20.0217		3,528
		07		2016		16.7685		17.5584		4,410
		07		2015		18.3552		16.7685		5,414
		07		2014		21.1409		18.3552		5,773
		07		2013		17.5964		21.1409		29,221
		07		2012		15.2349		17.5964		54,872
		07		2011		17.4488		15.2349		81,640
		08		2020		17.5788		16.9424		0
		08		2019		16.0195		17.5788		229
		08		2018		19.4305		16.0195		229
		08		2017		17.0744		19.4305		324
		08		2016		16.3398		17.0744		378
		08		2015		17.9226		16.3398		428
		08		2014		20.6850		17.9226		451
		08		2013		17.2522		20.6850		1,524
		08		2012		14.9677		17.2522		4,250
		08		2011		17.1778		14.9677		4,971
Templeton Global Bond VIP Fund, Class 4		01		2020		10.5667		9.8362		72,384
		01		2019		10.5476		10.5667		79,301
		01		2018		10.5254		10.5476		84,401
		01		2017		10.5159		10.5254		85,432
		01		2016		10.3941		10.5159		89,444
		01		2015		11.0538		10.3941		111,251
		01		2014		11.0521		11.0538		207,465
		01		2013		11.0676		11.0521		155,207
		01		2012		9.7890		11.0676		110,519
		01		2011		10.0000		9.7890		1,024
		02		2020		10.3907		9.6530		26,701
		02		2019		10.3928		10.3907		26,025
		02		2018		10.3918		10.3928		23,566
		02		2017		10.4033		10.3918		27,232
		02		2016		10.3037		10.4033		33,491
		02		2015		10.9801		10.3037		46,753
		02		2014		11.0008		10.9801		48,087
		02		2013		11.0386		11.0008		34,607
		02		2012		9.7834		11.0386		13,910
		02		2011		10.0000		9.7834		1,205

409

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		03		2020		10.3472		9.6077		1,178
		03		2019		10.3545		10.3472		1,064
		03		2018		10.3588		10.3545		1,414
		03		2017		10.3755		10.3588		1,642
		03		2016		10.2814		10.3755		3,661
		03		2015		10.9618		10.2814		5,712
		03		2014		10.9880		10.9618		5,691
		03		2013		11.0314		10.9880		3,051
		03		2012		9.7820		11.0314		1,301
		03		2011		10.0000		9.7820		0
		04		2020		10.2173		9.4728		80,633
		04		2019		10.2399		10.2173		77,934
		04		2018		10.2597		10.2399		85,864
		04		2017		10.2918		10.2597		76,083
		04		2016		10.2141		10.2918		24,102
		04		2015		10.9068		10.2141		23,574
		04		2014		10.9496		10.9068		23,589
		04		2013		11.0098		10.9496		11,679
		04		2012		9.7778		11.0098		41,780
		04		2011		10.0000		9.7778		0
		05		2020		10.1739		9.4275		0
		05		2019		10.2017		10.1739		0
		05		2018		10.2268		10.2017		0
		05		2017		10.2640		10.2268		0
		05		2016		10.1917		10.2640		0
		05		2015		10.8885		10.1917		0
		05		2014		10.9368		10.8885		0
		05		2013		11.0025		10.9368		0
		05		2012		9.7764		11.0025		0
		05		2011		10.0000		9.7764		0
		06		2020		10.0465		9.2956		1,278
		06		2019		10.0890		10.0465		1,278
		06		2018		10.1290		10.0890		1,278
		06		2017		10.1812		10.1290		1,278
		06		2016		10.1250		10.1812		1,279
		06		2015		10.8338		10.1250		1,280
		06		2014		10.8986		10.8338		1,812
		06		2013		10.9809		10.8986		1,813
		06		2012		9.7722		10.9809		1,814
		06		2011		10.0000		9.7722		0
		07		2020		10.0042		9.2518		0
		07		2019		10.0516		10.0042		0
		07		2018		10.0966		10.0516		0
		07		2017		10.1537		10.0966		0
		07		2016		10.1028		10.1537		0
		07		2015		10.8156		10.1028		0
		07		2014		10.8859		10.8156		0
		07		2013		10.9737		10.8859		0
		07		2012		9.7708		10.9737		0
		07		2011		10.0000		9.7708		0

410

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		08		2020		9.8364		9.0781		0
		08		2019		9.9030		9.8364		0
		08		2018		9.9677		9.9030		0
		08		2017		10.0444		9.9677		0
		08		2016		10.0146		10.0444		0
		08		2015		10.7431		10.0146		0
		08		2014		10.8351		10.7431		0
		08		2013		10.9448		10.8351		0
		08		2012		9.7653		10.9448		0
		08		2011		10.0000		9.7653		0
Templeton Growth VIP Fund, Class 2		01		2020		22.9894		23.9214		191,443
		01		2019		20.2979		22.9894		204,304
		01		2018		24.2388		20.2979		226,633
		01		2017		20.7960		24.2388		253,357
		01		2016		19.2893		20.7960		308,360
		01		2015		20.9734		19.2893		369,457
		01		2014		21.9431		20.9734		408,096
		01		2013		17.0547		21.9431		416,330
		01		2012		14.3245		17.0547		489,407
		01		2011		15.6565		14.3245		591,567
		02		2020		22.1971		23.0506		84,997
		02		2019		19.6376		22.1971		90,513
		02		2018		23.4977		19.6376		102,742
		02		2017		20.2006		23.4977		102,820
		02		2016		18.7753		20.2006		126,140
		02		2015		20.4562		18.7753		137,491
		02		2014		21.4457		20.4562		145,785
		02		2013		16.7020		21.4457		175,205
		02		2012		14.0570		16.7020		243,572
		02		2011		15.3954		14.0570		287,086
		03		2020		22.0038		22.8383		4,556
		03		2019		19.4764		22.0038		2,291
		03		2018		23.3166		19.4764		2,487
		03		2017		20.0550		23.3166		2,499
		03		2016		18.6493		20.0550		2,739
		03		2015		20.3294		18.6493		2,887
		03		2014		21.3235		20.3294		2,946
		03		2013		16.6152		21.3235		5,127
		03		2012		13.9911		16.6152		5,958
		03		2011		15.3311		13.9911		10,886
		04		2020		21.4305		22.2097		50,824
		04		2019		18.9976		21.4305		51,415
		04		2018		22.7786		18.9976		61,479
		04		2017		19.6213		22.7786		60,030
		04		2016		18.2740		19.6213		69,818
		04		2015		19.9508		18.2740		78,278
		04		2014		20.9585		19.9508		87,854
		04		2013		16.3559		20.9585		92,963
		04		2012		13.7940		16.3559		124,651
		04		2011		15.1382		13.7940		142,578

411

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		05		2020		21.2417		22.0025		0
		05		2019		18.8401		21.2417		0
		05		2018		22.6009		18.8401		0
		05		2017		19.4788		22.6009		0
		05		2016		18.1506		19.4788		0
		05		2015		19.8262		18.1506		0
		05		2014		20.8383		19.8262		0
		05		2013		16.2704		20.8383		0
		05		2012		13.7289		16.2704		0
		05		2011		15.0745		13.7289		2,087
		06		2020		20.6892		21.3981		4,518
		06		2019		18.3774		20.6892		4,604
		06		2018		22.0791		18.3774		4,610
		06		2017		19.0576		22.0791		4,491
		06		2016		17.7853		19.0576		6,005
		06		2015		19.4570		17.7853		6,552
		06		2014		20.4817		19.4570		10,682
		06		2013		16.0165		20.4817		10,569
		06		2012		13.5355		16.0165		11,977
		06		2011		14.8849		13.5355		12,324
		07		2020		18.7827		19.4166		0
		07		2019		16.6924		18.7827		0
		07		2018		20.0648		16.6924		0
		07		2017		17.3277		20.0648		0
		07		2016		16.1792		17.3277		0
		07		2015		17.7090		16.1792		0
		07		2014		18.6512		17.7090		0
		07		2013		14.5925		18.6512		0
		07		2012		12.3384		14.5925		0
		07		2011		13.5754		12.3384		0
		08		2020		18.1540		18.7285		0
		08		2019		16.1664		18.1540		0
		08		2018		19.4723		16.1664		0
		08		2017		16.8501		19.4723		0
		08		2016		15.7656		16.8501		0
		08		2015		17.2916		15.7656		0
		08		2014		18.2489		17.2916		0
		08		2013		14.3070		18.2489		0
		08		2012		12.1219		14.3070		0
		08		2011		13.3645		12.1219		0
Wanger Select		01		2020		28.2463		35.1849		4,954
		01		2019		22.2108		28.2463		6,990
		01		2018		25.7853		22.2108		7,460
		01		2017		20.6958		25.7853		7,908
		01		2016		18.5631		20.6958		8,971
		01		2015		18.8277		18.5631		9,516
		01		2014		18.5605		18.8277		11,915
		01		2013		14.0228		18.5605		14,364
		01		2012		12.0375		14.0228		19,466
		01		2011		14.8679		12.0375		32,733

412

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		02		2020		27.4105		34.0752		1,113
		02		2019		21.5968		27.4105		1,306
		02		2018		25.1231		21.5968		1,510
		02		2017		20.2048		25.1231		1,520
		02		2016		18.1596		20.2048		3,237
		02		2015		18.4560		18.1596		4,100
		02		2014		18.2312		18.4560		7,364
		02		2013		13.8021		18.2312		8,186
		02		2012		11.8723		13.8021		11,513
		02		2011		14.6937		11.8723		13,751
		03		2020		27.2059		33.8038		0
		03		2019		21.4465		27.2059		0
		03		2018		24.9608		21.4465		13
		03		2017		20.0843		24.9608		15
		03		2016		18.0605		20.0843		22
		03		2015		18.3646		18.0605		28
		03		2014		18.1502		18.3646		38
		03		2013		13.7477		18.1502		47
		03		2012		11.8315		13.7477		60
		03		2011		14.6507		11.8315		73
		04		2020		26.5978		32.9983		176
		04		2019		20.9987		26.5978		198
		04		2018		24.4767		20.9987		206
		04		2017		19.7246		24.4767		202
		04		2016		17.7642		19.7246		216
		04		2015		18.0910		17.7642		229
		04		2014		17.9072		18.0910		229
		04		2013		13.5844		17.9072		230
		04		2012		11.7090		13.5844		250
		04		2011		14.5213		11.7090		261
		05		2020		26.3968		32.7318		0
		05		2019		20.8509		26.3968		0
		05		2018		24.3172		20.8509		0
		05		2017		19.6062		24.3172		0
		05		2016		17.6666		19.6062		0
		05		2015		18.0008		17.6666		0
		05		2014		17.8270		18.0008		0
		05		2013		13.5305		17.8270		0
		05		2012		11.6685		13.5305		0
		05		2011		14.4784		11.6685		0
		06		2020		25.8078		31.9536		0
		06		2019		20.4165		25.8078		0
		06		2018		23.8460		20.4165		0
		06		2017		19.2550		23.8460		0
		06		2016		17.3768		19.2550		0
		06		2015		17.7327		17.3768		0
		06		2014		17.5884		17.7327		0
		06		2013		13.3699		17.5884		0
		06		2012		11.5478		13.3699		0
		06		2011		14.3506		11.5478		0

413

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		07		2020		25.6139		31.6975		0
		07		2019		20.2729		25.6139		0
		07		2018		23.6907		20.2729		0
		07		2017		19.1393		23.6907		0
		07		2016		17.2812		19.1393		0
		07		2015		17.6441		17.2812		0
		07		2014		17.5096		17.6441		0
		07		2013		13.3168		17.5096		0
		07		2012		11.5078		13.3168		0
		07		2011		14.3082		11.5078		0
		08		2020		24.8510		30.6909		0
		08		2019		19.7090		24.8510		0
		08		2018		23.0789		19.7090		0
		08		2017		18.6828		23.0789		0
		08		2016		16.9036		18.6828		0
		08		2015		17.2940		16.9036		0
		08		2014		17.1973		17.2940		0
		08		2013		13.1060		17.1973		0
		08		2012		11.3491		13.1060		0
		08		2011		14.1397		11.3491		0
Wanger USA		01		2020		29.8943		36.5248		951
		01		2019		23.1836		29.8943		1,041
		01		2018		23.9234		23.1836		1,098
		01		2017		20.3397		23.9234		1,664
		01		2016		18.1909		20.3397		1,701
		01		2015		18.6095		18.1909		1,748
		01		2014		18.0578		18.6095		1,774
		01		2013		13.7271		18.0578		1,764
		01		2012		11.6306		13.7271		1,883
		01		2011		12.2533		11.6306		1,933
		02		2020		29.0097		35.3730		0
		02		2019		22.5428		29.0097		0
		02		2018		23.3090		22.5428		0
		02		2017		19.8572		23.3090		270
		02		2016		17.7956		19.8572		270
		02		2015		18.2422		17.7956		270
		02		2014		17.7374		18.2422		270
		02		2013		13.5111		17.7374		270
		02		2012		11.4710		13.5111		270
		02		2011		12.1098		11.4710		270
		03		2020		28.7931		35.0912		0
		03		2019		22.3857		28.7931		0
		03		2018		23.1584		22.3857		0
		03		2017		19.7388		23.1584		0
		03		2016		17.6984		19.7388		0
		03		2015		18.1518		17.6984		0
		03		2014		17.6585		18.1518		0
		03		2013		13.4578		17.6585		0
		03		2012		11.4315		13.4578		0
		03		2011		12.0743		11.4315		0

414

Fund	Price Level		Year		Accumulation Unit Value Beginning of Year		Accumulation Unit Value End of Year		Number of Accumulation Units End of Year
		04		2020		28.1496		34.2551		201
		04		2019		21.9184		28.1496		235
		04		2018		22.7093		21.9184		270
		04		2017		19.3853		22.7093		300
		04		2016		17.4081		19.3853		321
		04		2015		17.8815		17.4081		2,211
		04		2014		17.4222		17.8815		2,302
		04		2013		13.2981		17.4222		2,543
		04		2012		11.3133		13.2981		2,666
		04		2011		11.9677		11.3133		2,759
		05		2020		27.9369		33.9784		0
		05		2019		21.7641		27.9369		0
		05		2018		22.5613		21.7641		0
		05		2017		19.2689		22.5613		0
		05		2016		17.3124		19.2689		0
		05		2015		17.7923		17.3124		0
		05		2014		17.3441		17.7923		0
		05		2013		13.2452		17.3441		0
		05		2012		11.2741		13.2452		0
		05		2011		11.9323		11.2741		0
		06		2020		27.3135		33.1706		0
		06		2019		21.3102		27.3135		0
		06		2018		22.1240		21.3102		0
		06		2017		18.9238		22.1240		0
		06		2016		17.0285		18.9238		0
		06		2015		17.5273		17.0285		0
		06		2014		17.1120		17.5273		0
		06		2013		13.0880		17.1120		0
		06		2012		11.1575		13.0880		0
		06		2011		11.8270		11.1575		0
		07		2020		27.1085		32.9049		0
		07		2019		21.1609		27.1085		0
		07		2018		21.9802		21.1609		0
		07		2017		18.8102		21.9802		0
		07		2016		16.9349		18.8102		0
		07		2015		17.4398		16.9349		0
		07		2014		17.0354		17.4398		0
		07		2013		13.0361		17.0354		0
		07		2012		11.1189		13.0361		0
		07		2011		11.7921		11.1189		0
		08		2020		26.3010		31.8600		0
		08		2019		20.5723		26.3010		0
		08		2018		21.4124		20.5723		0
		08		2017		18.3615		21.4124		0
		08		2016		16.5648		18.3615		0
		08		2015		17.0937		16.5648		0
		08		2014		16.7316		17.0937		0
		08		2013		12.8298		16.7316		0
		08		2012		10.9655		12.8298		0
		08		2011		11.6532		10.9655		0

415

This Prospectus sets forth information about the Contract and the Variable Account that a prospective purchaser should know before investing. Additional information about the Contract and the Variable Account has been filed with the Securities and Exchange Commission in a Statement of Additional Information dated April 30, 2021 which is incorporated herein by reference. The Statement of Additional Information is available upon request and without charge from Delaware Life Insurance Company. To receive a copy, return this request form to the address shown below or telephone (877) 253-2323.

To:	Delaware Life Insurance Company
	P.O. Box 758581
	Topeka, KS 66675-8581
	Please send me a Statement of Additional Information for
	Masters Flex
	Delaware Life Variable Account F.
Name:
Address:
City:		State:	Zip Code:
Telephone:

416

PART B

APRIL 30, 2021

MASTERS FLEX

VARIABLE AND FIXED ANNUITY

STATEMENT OF ADDITIONAL INFORMATION

DELAWARE LIFE VARIABLE ACCOUNT F

TABLE OF CONTENTS

Delaware Life Insurance Company	2
Advertising and Sales Literature	2
Tax Deferred Accumulation	4
Calculations	4
Example of Net Investment Factor Calculation	4
Example of Variable Accumulation Unit Value Calculation	5
Annuity Provisions	5
Determination of Annuity Payments	5
Annuity Unit Value	6
Example of Variable Annuity Unit Calculation	6
Example of Variable Annuity Payment Calculation	6
Distribution of the Contract	7
Custodian	7
Experts	7
Financial Statements	7
The Statement of Additional Information sets forth information which may be of interest to prospective purchasers of Masters Flex (the “Contract”) issued by Delaware Life Insurance Company (the “Company” or “Delaware Life”) in connection with Delaware Life Variable Account F (the “Variable Account”) which is not included in the corresponding Prospectus dated April 30, 2021. 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

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. You should consult a qualified tax professional.

The Company’s and the Funds’ Customers. Sales literature for the Variable Account and the Funds may refer to the number of clients which they serve.

The Company’s Assets, Size. The Company may discuss its general financial condition (see, for example, the references to Standard & Poor’s and A.M. Best Company above); it may refer to its assets; and it may discuss its relative size and/or ranking among companies in the industry or among any sub-classification of those companies, based upon recognized evaluation criteria.

Compound Interest Illustrations. These will emphasize several advantages of the variable annuity contract. For example, but not by way of limitation, the literature may emphasize the potential savings through tax deferral; the potential advantage of the Variable Account over the Fixed Account; and the compounding effect when a participant makes regular deposits to his or her account.

The Company may use hypothetical illustrations of the benefits of tax deferral, including but not limited to the following chart. The chart below assumes an initial investment of $10,000 which remains fully invested for the entire time period, an 8% annual return, and a 33% combined federal and state income tax rate. It compares how 3 different investments might fare over 10, 20, and 30 years. The first example illustrates an investment in a non-tax-deferred account and assumes that taxes are paid annually out of that account. The second example illustrates how the same investment would grow in a tax-deferred investment, such as an annuity. The third example illustrates the net value of the tax-deferred investment after paying taxes on the full account value.

	10 YEARS		20 YEARS		30 YEARS
Non-Tax-Deferred Account	$	16,856	$	28,413	$	47,893
Tax-Deferred Account	$	21,589	$	46,610	$	100,627
Tax-Deferred Account After Paying Taxes	$	17,765	$	34,528	$	70,720

This illustration is hypothetical and does not represent the projected performance of the contract or any of its investment options. The illustration does not reflect the deduction of any charges or fees related to portfolio management, mortality and expense, or account administration. Taxes on earnings within an annuity are due upon withdrawal. Withdrawals may also be subject to surrender charges and, if made prior to age 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 $50 annual Account Fee. In addition, the values shown would assume that the Participant has not surrendered his or her Contract or made any partial surrenders until the end of the period shown. The chart would assume a full surrender at the end of the period shown and the payment of federal and state taxes, at a rate of not more than 33%, on the amount in excess of the Purchase Payments.

In developing illustrative tax deferral charts, we will observe these general principles:

• The assumed rate of earnings will be realistic.

• The illustrative chart will accurately depict the effect of all fees and charges or provide a narrative that prominently discloses all fees and charges under the Contract.

• Charts comparing accumulation values for tax-deferred and non-tax-deferred investments will depict the implications of any surrender.

• A narrative accompanying the chart will prominently disclose that there may be a 10% tax penalty on a surrender by a Participant who has not reached age 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.

4

Assume the following facts about a particular Variable Account at the end of the current Valuation Period:

(a) the net asset value of a fund equals $ 18.38;

(b) the per share amount of any dividend or capital gains distributions equal $0;

(c) the net asset value per share of the Fund share at the end of the previous Valuation Period equals $18.32; 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 1.00321276 as shown in the calculation above. The value for the current Valuation Period would be, therefore, determined as follows:

(14.5645672 x 1.00321276) = 14.6113597

ANNUITY PROVISIONS

Determination of Annuity Payments

On the Annuity Commencement Date, the Contract’s Accumulation Account will be canceled and its adjusted value will be applied to provide a Variable Annuity or a Fixed Annuity or a combination of both. The adjusted value will be equal to the value of the Accumulation Account for the Valuation Period which ends immediately preceding the Annuity Commencement Date, reduced by any applicable premium or similar taxes and a proportionate amount of the contract maintenance charge to reflect the time elapsed between the last Contract Anniversary and the day before the Annuity Commencement Date.

The dollar amount of the first variable annuity payment will be determined in accordance with the annuity payment rates found in the Contract which are based on an assumed interest rate of 3% per year. All variable annuity payments other than the first are determined by means of Annuity Units credited to the Contract. The number of Annuity Units to be credited in respect of a particular Variable Account is determined by dividing that portion of the first variable annuity payment attributable to that Variable Account by the Annuity Unit value of that Variable Account for the Valuation Period which ends immediately preceding the Annuity Commencement Date. The number of Annuity Units of each particular Variable Account credited to the Contract then remains fixed unless an exchange of Annuity Units is made as described below. The dollar amount of each variable annuity payment after the first may increase, decrease or remain constant, and is equal to the sum of the amounts determined by multiplying the number of Annuity Units of a particular Variable Account credited to the Contract by the Annuity Unit value for the particular Variable Account for the Valuation Period which ends immediately preceding the due date of each subsequent payment.

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Annuity Unit Value

The Annuity Unit value for each Variable Account was established at $10.00 for the first Valuation Period of the particular Variable Account. The Annuity Unit value for any subsequent Valuation Period is determined using the following formula:

Annuity Unit Value = (A x B) x C

where:

A equals the Annuity Unit value for the immediately preceding Valuation Period

B equals the Net Investment Factor for the current Valuation Period

C equals a factor to neutralize the assumed interest rate of 3% per year used to establish the annuity payment rates found in the Contract. (This factor is 0.99991902 for a one day Valuation Period.)

Example of Variable Annuity Unit Calculation

Assume the value of an Annuity Unit for the immediately preceding Valuation Period had been 12.3456789. Assume that the Net Investment Factor for the subsequent Valuation Period is 1.00322953 as shown in the calculation above. If the first variable annuity payment is determined by using an annuity payment based on an assumed interest rate of 3% per year, the value of the Annuity Unit for the current Valuation Period would be determined as follows:

(12.3456789 x 1.00322953) x 0.99991902 = 12.3845466

Example of Variable Annuity Payment Calculation

The first Variable Annuity payment is determined by multiplying the Variable Accumulation Unit value for the Valuation Period (as described under “Example of Variable Accumulation Unit Calculation”) by the annuity payment rate for the age and annuity option elected.

Assume the following facts:

• the Account value being annuitized is made up of a particular Variable Account with 8,765.4321 Variable Accumulation Units;

• at the end of the Valuation Period immediately preceding the Annuity Commencement Date, the Variable Accumulation Unit value and the Annuity Unit value for that Variable Account are 14.5645672 and 12.3456789, respectively;

• the annuity payment rate for the age and option elected is $6.78 per $1,000; and

• on the day prior to the second variable annuity payment date, the Annuity Unit value is 12.3724831.

The first Variable Annuity payment would be determined as follows:

(8,765.4321 x 14.5645672) x 6.78	=	$	865.57
1,000

This first Variable Annuity payment of $865.57 represents 70.1112 Variable Annuity Units, which are calculated by dividing the first Variable Annuity Payment by the Variable Annuity Unit value at the end of the Valuation Period immediately preceding the Annuity Commencement Date. In this case, $865.57 divided by 12.3456789.

Subsequent Variable Annuity payments are determined by multiplying the number of Variable Annuity Units (calculated for the first Variable Annuity payment) by the Variable Annuity Unit value at the end of the Valuation

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Period immediately preceding the annuity payment date. Thus, the second Variable Annuity payment would be determined as follows:

70.1112 x 12.3845467 = $ 868.29

DISTRIBUTION OF THE CONTRACT

We offer the Contract on a continuous basis through the general distributor and principal underwriter of the Contracts, Clarendon Insurance Agency, Inc. (“Clarendon”). Clarendon also acts as the general distributor of certain other annuity contracts issued by the Company and its subsidiary, Delaware Life Insurance Company of New York, and variable life insurance contracts issued by the Company.

In addition to commissions, the Company may, from time to time, pay or allow additional promotional incentives, in the form of cash or other compensation. The Company reserves the right to offer these additional incentives only to certain broker-dealers that sell or are expected to sell during specified time periods certain minimum amounts of Contracts or Certificates or other contracts offered by the Company. Promotional incentives may change at any time.

Commissions will not be paid to selling agents with respect to Participant Accounts established for the personal account of employees of the Company or any of its affiliates, or of persons engaged in the distribution of the Contract, or of immediate family members of such employees or persons. In addition, commissions may be waived or reduced in connection with certain transactions described in the Prospectus under the heading “Waivers; Reduced Charges; Credits; Special Guaranteed Interest Rates.” Total commissions paid on behalf of Clarendon in connection with the Variable Account during 2018, 2019, and 2020, were approximately $65,608,771, $60,507,109, and $57,664,042, 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 financial statements of Delaware Life Insurance Company and each of the subaccounts of the Delaware Life Variable Account F included in Form N-VPFS filed on April 29, 2021 have been so incorporated in reliance on the reports 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 are incorporated by reference to Form N-VPFS filed on April 29, 2021 for Delaware Life Insurance Company and Delaware Life Variable Account F. The consolidated financial statements of Delaware Life Insurance Company are provided as relevant to its ability to meet its financial obligations under the Contracts and Certificates and should not be considered as bearing on the investment performance of the assets held in the Variable Account.

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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); Exhibit (1)
(2)	Not Applicable;
(3)(a)	Marketing Services Agreement between Sun Life Assurance Company of Canada (U.S.), Sun Life of Canada (U.S.) Distributors, Inc. and Clarendon Insurance Agency, Inc. (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-37907, filed on January 16, 1998); Exhibit (3)(a)
(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); Exhibit (3)(b)(1)
(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); Exhibit (3)(b)(2)
(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); Exhibit (3)(b)(iii)
(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); Exhibit (3)(b)(iv)
(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); Exhibit (3)(c)(1)
(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); Exhibit (3)(c)(ii)
(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); Exhibit (3)(c)(iii)
(4)(a)	Flexible Payment Combination Fixed/Variable Group Annuity Contract (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-74844, filed on February 14, 2002); Exhibit (4)(a)
(4)(b)	Certificate to be issued in connection with Contract filed as Exhibit 4(a) (Incorporated herein by reference to the Registration Statement on Form N-4, File No. 333-74844, filed on December 10, 2001); Exhibit (4)(b)

(4)(c)	Flexible Payment Combination Fixed/Variable Individual Annuity Contract (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-74844, filed on February 14, 2002); Exhibit (4)(c)
(4)(d)	Secured Returns 2 Rider to Certificate filed as Exhibit (4)(b) (Incorporated herein by reference to the Registration Statement on Form N-4, File No. 333-115525, filed on May 14, 2004); Exhibit (4(d)
(4)(e)	Secured Returns 2 Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(c) (Incorporated herein by reference to the Registration Statement on Form N-4, File No. 333-115525, filed on May 14, 2004); Exhibit (4)(e)
(4)(f)	Secured Returns for Life Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(c) (Incorporated herein by reference to Post-Effective Amendment No. 9 to the Registration Statement on Form N-4, File No. 333-83516, filed on August  2, 2005); Exhibit (4)(f)
(4)(g)	Secured Returns for Life Plus Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(c) (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, File No. 333-83516, filed on February  3, 2006); Exhibit (4)(g)
(4)(h)	Income ON Demand Benefit Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(c) (Incorporated herein by reference to Post-Effective Amendment No. 19 to the Registration Statement on Form N-4, File No. 333-83516, filed on September  22, 2006); Exhibit (4)(h)
(4)(i)	Retirement Asset Protector Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(c) (Incorporated herein by reference to Post-Effective Amendment No. 19 to the Registration Statement on Form N-4, File No. 333-83516, filed on September  22, 2006); Exhibit (4)(i)
(4)(j)	Retirement Income Escalator Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(c) (Incorporated herein by reference to Post-Effective Amendment No. 25 to the Registration Statement on Form N-4, File No. 333-83516, filed on February  12, 2008); Exhibit (4)(j)
(4)(k)	Income ON Demand Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(c) (Incorporated herein by reference to Post-Effective Amendment No. 25 to the Registration Statement on Form N-4, File No. 333-83516, filed on February  12, 2008); Exhibit (4)(k)
(4)(l)	Retirement Income Escalator II Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(c) (Incorporated herein by reference to Post-Effective Amendment No. 28 to the Registration Statement on Form N-4, File No. 333-83516, filed on July  3, 2008); Exhibit (4)(l)
(4)(m)	Income ON Demand II Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(c) (Incorporated herein by reference to Post-Effective Amendment No. 28 to the Registration Statement on Form N-4, File No. 333-83516, filed on July 3, 2008); Exhibit (4) (m)
(4)(n)	Income ON Demand II Escalator Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(c) (Incorporated herein by reference to Post-Effective Amendment No. 28 to the Registration Statement on Form N-4, File No. 333-83516, filed on July  3, 2008); Exhibit (4)(n)
(4)(o)	Income ON Demand II Plus Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(c) (Incorporated herein by reference to Post-Effective Amendment No. 28 to the Registration Statement on Form N-4, File No. 333-83516, filed on July  3, 2008); Exhibit (4)(o)
(4)(p)	Income ON Demand III Escalator Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(c) (Incorporated herein by reference to Post-Effective Amendment No. 23 to the Registration Statement on Form N-4, File No. 333-83362, filed on June  10, 2009); Exhibit (4)(p)
(4)(q)	Sun Income Riser Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(c) (Incorporated herein by reference to Post-Effective Amendment No. 23 to the Registration Statement on Form N-4, File No. 333-83362, filed on June 10, 2009); Exhibit (4)(q)

(5)(a)	Application to be used with Contract filed as Exhibit 4(a) (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-74884, filed on February 14, 2002); Exhibit (5)(a)
(5)(b)	Application to be used with Certificate filed as Exhibit 4(b) and Contract filed as Exhibit 4(c) (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-7444, filed on February  14, 2002); Exhibit (5(b)
(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); Exhibit (6(a)
(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); Exhibit (6)(b)
(7)	Amended and Restated Reinsurance Agreement between Delaware Life Insurance Company and Hannover Life Reassurance 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); Exhibit (7)
(8)(a)	Participation Agreement by and between The Alger American Fund, the Depositor, and Fred Alger and Company, Incorporated (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, File No. 033-41628, filed on April 23, 1999); Exhibit (8)(a)
(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); Exhibit (8)(b)
(8)(c)	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): Exhibit (8)(c)
(8)(d)	Participation Agreement dated April 30, 2001 by and among Rydex Variable Trust, Rydex Distributors, Inc., and Sun Life Assurance Company of Canada (U.S.). (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Registration Statement on Form N-4, File No. 333-82957, filed on July  27, 2001); Exhibit (8)(d)
(8)(e)	Amended and Restated Participation Agreement dated September 1, 2004 by and among Sun Life Assurance Company of Canada (U.S.), Variable Insurance Products Funds, and Fidelity Distributors Corporation. (Incorporated herein by reference to Post-Effective Amendment No. 8 to the Registration Statement of on Form N-4, File No. 333-83516, filed on April  28, 2005); Exhibit (8)(e)
(8)(f)	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); Exhibit (8)(f)
(8)(g)	Participation Agreement, dated February 17, 1998, as amended through July 23, 2018, by and among Delaware Life Insurance Company, Delaware Life Insurance Company of New York, Lord Abbett Series Fund, Inc. and Lord, Abbett & Co. LLC (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); Exhibit (8)(g)
(8)(h)	Participation Agreement Among Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributors, Inc., Sun Life Assurance Company of Canada (U.S.), Sun Life Insurance and Annuity Company of New York and Clarendon Insurance Agency, Inc. (Incorporated herein by reference to the Registration Statement on Form N-4, File No. 333-102278, filed on December  31, 2002); Exhibit (8)(h)

(8)(i)	Participation Agreement, dated September 16, 2002, as amended through September 17, 2014, by and among Delaware Life Insurance Company, Delaware Life Insurance Company of New York, PIMCO Variable Insurance Trust and PIMCO Investments (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); Exhibit (8)(i)
(8)(j)	Participation Agreement by and among Wanger Advisors Trust, Columbia Funds Distributors, Inc., Sun Life Assurance Company of Canada (U.S.), and Sun Life Insurance and Annuity Company of New York (Incorporated herein by reference to Post-Effective Amendment No. 8 to Registration Statement on Form N-4, File No. 333-83516, filed on April  28, 2005); Exhibit (8)(j)
(8)(k)	Participation Agreement, dated December 3, 2007, as amended through May 1, 2018, by and among Delaware Life Insurance Company, Delaware Life Insurance Company of New York, Lazard Asset Management Securities LLC, and Lazard Retirement Series, 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); Exhibit (8)(k)
(8)(l)	Participation Agreement, dated May 1, 2004, as amended through June 5, 2018, by and among Delaware Life Insurance Company, The Morgan Stanley Variable Insurance Fund, Inc., Morgan Stanley Investment Management Inc. and Morgan Stanley Distribution, 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); Exhibit (8)(l)
(8)(m)	Participation Agreement, dated December 3, 2007, by and among Sun Life Assurance Company of Canada (U.S.), The Huntington Funds, Edgewood Services, Inc., and Huntington Asset Advisors, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 25 to the Registration Statement on Form N-4, File No. 333-83516, filed on February  12, 2008); Exhibit (8)(m)
(8)(n)	Participation Agreement, dated May 13, 2004, by and among Sun Life Assurance Company of Canada (U.S.), Merrill Lynch Variable Series Funds, Inc., Merrill Lynch Investment Managers, L.P. and FAM Distributors, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 1 to the Registration Statement of Delaware Life Variable Account G on Form N-6, File No. 333-111688, filed on April 29, 2005); Exhibit (8)(n)
(8)(o)	Participation Agreement, dated September 30, 2002, by and among Sun Life Assurance Company of Canada (U.S.), Sun Life Insurance and Annuity Company of New York, First Eagle Sogen Variable Funds, Inc. and Arnhold and S. Bleichroeder, Inc. (Incorporated herein by reference to the Registration Statement of Delaware Life Variable Account I on Form N-6, File No. 333-143353, filed on May 30, 2007); Exhibit (8)(o)
(8)(p)	Participation Agreement, dated August 1, 2011, as amended through May 16, 2018, by and among Delaware Life Insurance Company of New York and Delaware Life Insurance Company, Putnam Variable Trust and Putnam Retail Management Limited Partnership (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); Exhibit (8)(p)
(8)(q)	Participation Agreement, dated August 1, 2011, among Sun Life Assurance Company of Canada (U.S.), Sun Life Insurance and Annuity Company of New York, PIMCO Equity Series VIT, and PIMCO Investments LLC (Incorporated herein by reference to Pre-Effective Amendment No. 2 the Registration Statement of Delaware Life Variable Account K on Form N-4, File No. 333-173301, filed on August 10, 2011); Exhibit (8)(q)
(8)(r)	Participation Agreement, dated May 1, 2011, among Wells Fargo Variable Trust, Sun Life Assurance Company of Canada (U.S.) and Sun Life Insurance and Annuity Company of New York (Incorporated herein by reference to Pre-Effective Amendment No. 1 the Registration Statement on Form N-4, File No. 333-173301, filed on June  8, 2011); Exhibit (8)(r)
(8)(s)	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); Exhibit (8)(s)

(8)(t)	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); Exhibit (8)(t)
(8)(u)	Participation Agreement, restated April 1, 2007, by and among Sun Life Assurance Company of Canada (U.S.), Sun Life Insurance and Annuity Company of New York, Independence Life and Annuity Company, Columbia Funds Variable Insurance Trust I, Columbia Management Advisors, LLC, and Columbia Management Distributors, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 47 to the Registration Statement on Form N-4, File No. 333-83516, filed on April 29, 2013); Exhibit (8)(u)
(8)(v)	Participation Agreement, dated April 26. 2013, as amended through July 1, 2018, by and among Delaware Life Insurance Company, Delaware Life Insurance Company of New York, Delaware Life Insurance and Annuity Company (Bermuda) Ltd., Columbia Funds Variable Insurance Trust, Columbia Management Investment Advisers, LLC, and Columbia Management Investment 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); Exhibit (8)(v)
(8)(w)	Participation Agreement, dated April 29, 2011, by and among Sun Life Assurance Company of Canada (U.S.), Sun Life Insurance and Annuity Company of New York, Independence Life and Annuity Company, RiverSource Variable Series Trust, Columbia Management Investment Advisers, LLC, and Columbia Management Investment Distributors, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 47 to the Registration Statement on Form N-4, File No. 333-83516, filed on April 29, 2013); Exhibit (8)(w)
(9)	Opinion of Counsel as to the legality of the securities being registered and Consent to its use;*
(10)(a)	Consent of Independent Registered Public Accounting Firm;*
(10)(b)	Representation of Counsel pursuant to Rule 485(b);*
(11)	Not Applicable;
(12)	Not Applicable;
(13)	Schedule for Computation of Performance Quotations (Incorporated herein by reference to Post-Effective Amendment No. 10 to the Registration Statement on Form N-4, File No. 033-41628, filed on April 29, 1998); Exhibit (13)
(14)(a)	Powers of Attorney (Incorporated herein by reference to the Registration Statement on Form N-4, File No. 333-238865, filed on June  2, 2020); Exhibit (14)(a)
(14)(b)	Resolution of the Board of Directors of the depositor dated April 23, 2020, authorizing the use of powers of attorney for Officer signatures;*
(15)	Organization Chart of the Registrant, the Depositor and Group One Thousand One, LLC; * and
(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.) Exhibit (16)

* 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
Fang L. Wang Delaware Life Insurance Company 1601 Trapelo Road, Suite 30 Waltham, MA 02451	Chief Financial Officer
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 filed herewith as Exhibit 15. None of the companies listed in such organization chart 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, 2021, there were 12,807 qualified and 8,233 non-qualified contract owners.

Item 28. INDEMNIFICATION

Pursuant to Section 145 of the Delaware Corporation Law, Article 8 of the By-laws of Delaware Life Insurance Company (a copy of which was filed as Exhibit (6)(b) to Post-Effective Amendment No. 51 to the Registration Statement on Form N-4, File No. 333-83516, on August 11, 2014), provides for the indemnification of directors, officers and employees of Delaware Life Insurance Company. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and

controlling persons of Delaware Life Insurance Company pursuant to the certificate of incorporation, by-laws, or otherwise, Delaware Life Insurance Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Delaware Life Insurance Company of expenses incurred or paid by a director, officer, controlling person of Delaware Life Insurance Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Delaware Life Insurance Company will submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Act, unless in the opinion of their counsel the matter has been settled by controlling precedent, and will be governed by the final adjudication of such issue.

Item 29. PRINCIPAL UNDERWRITERS

(a) Clarendon Insurance Agency, Inc., a wholly-owned subsidiary of Delaware Life Insurance Company, acts as general distributor for the Registrant, Delaware Life Variable Accounts C, D, E, G, I, K and L, and Keyport Variable Account A, KMA Variable Account, Keyport Variable Account I, KBL Variable Account A, KBL Variable Annuity Account, Delaware Life NY Variable Accounts A, B, C, D, J and N.

(b)	Name and Principal	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, in whole or in part, by Delaware Life Insurance Company at its offices at 1601 Trapelo Road, Suite 30, Waltham, Massachusetts 02451, at the offices of Clarendon Insurance Agency, Inc., at 1601 Trapelo Road, Suite 30, Waltham, Massachusetts 02451, or at the offices of se², 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, 2021.

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, 2021
David E. Sams, Jr.
/s/ Daniel J. Towriss*		Chief Executive Officer and President and Director	April 29, 2021
Daniel J. Towriss		(Principal Executive Officer)
/s/ Michael K. Moran*		Senior Vice President and Chief Accounting	April 29, 2021
Michael K. Moran		Officer and Treasurer
		(Principal Accounting Officer)
/s/ Fang L. Wang		Chief Financial Officer (Principal Financial Officer)	April 29, 2021
Fang L. Wang
/s/ Dennis A. Cullen*		Director	April 29, 2021
Dennis A. Cullen
*By:	/s/ Kenneth N. Crowley	Attorney-in-Fact for:	April 29, 2021
	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 Fang L. Wang, Chief Financial Officer

* 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. Powers of Attorney are incorporated herein by reference to the Registration Statement on Form N-4, File No. 333-238865, filed on June 2, 2020. Resolution of the Board of Directors is included herein as Exhibit 14(b).

EXHIBIT INDEX

(9)	Opinion of Counsel as to the legality of the securities being registered and Consent to its use
(10)(a)	Consent of Independent Registered Public Accounting Firm
(10)(b)	Representation of Counsel pursuant to Rule 485(b)
(14)(b)	Resolution of the Board of Directors
(15)	Organization Chart of the Registrant, the Depositor and Group One Thousand One, LLC