Direction Buffer Rates. Each ILO will have only one type of Protection Level. The Protection Level type and rate for each ILO is guaranteed not to change for as long as we offer the ILO.  

Yes. The table below describes the fees and expenses that you may pay each year, depending on the optional benefits you choose. Please refer to your Contract specifications page for information about the specific fees you will pay each year if you have elected the Return of Purchase Payments (“ROP”) Death Benefit.

There is an implicit ongoing fee on the Index-Linked Options (“ILOs”) to the extent that your participation in Index gains is limited by us through the use of the applicable Crediting Strategy of the ILO. This means that your returns may be lower than the Index’s returns. In return for accepting this limit on Index gains, you will receive some protection from Index losses through the ILO Protection Level. This implicit ongoing fee is not reflected in the tables below.

FEE TABLE

FEES, CHARGES, AND ADJUSTMENTS

(1)  As a percentage of your Contract Value each Contract Anniversary.

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

Assumes:

● Investment of $100,000

● 5% annual appreciation

● No optional benefits

● No sales charges

● No additional purchase payments, transfers, or withdrawals

● 0% Interim Value Calculation and Adjustment

Assumes:

● Investment of $100,000

● 5% annual appreciation

● Most expensive combination of optional benefits (ROP Death Benefit)

● No sales charges

● No additional purchase payments, transfers, or withdrawals

● 0% Interim Value Calculation and Adjustment

Assumes:

● Investment of $100,000

● 5% annual appreciation

● No optional benefits

● No sales charges

● No additional purchase payments, transfers, or withdrawals

● 0% Interim Value Calculation and Adjustment

Assumes:

● Investment of $100,000

● 5% annual appreciation

● Most expensive combination of optional benefits (ROP Death Benefit)

● No sales charges

● No additional purchase payments, transfers, or withdrawals

● 0% Interim Value Calculation and Adjustment

Yes.

• Purchase Payments.

◦ Additional Purchase Payments after the initial Purchase Payment are not permitted, except for transfers from other financial products requested at the time the investor’s Contract application is submitted and transferred within 60 days after the Contract Issue Date (“Subsequent Purchase Payments”).

◦ Your initial Purchase Payment and any Subsequent Purchase Payments, in the aggregate, must be at least $25,000 in the aggregate for qualified and non-qualified Contracts.

• Transfers and Reallocations.

◦ Transfers and reallocations to and from the ILO Vintages are only permitted on Term Start Dates and Term End Dates (which will fall on a Contract Anniversary). If you exercise the Performance Lock feature, you may transfer ILO Value from the locked ILO Vintage on the next Contract Anniversary, or sooner with Pre-Anniversary Transfer.

◦ Under the Pre-Anniversary Transfer option of Performance Lock, the Performance Lock Value must be reallocated in full and may not be reallocated to any ILO with a Performance Mix, SecureCap Crediting Strategy, or to the Fixed Account Option.

◦ Transfers to and from the Fixed Account are only permitted on Contract Anniversaries.

◦ If you do not want to remain invested in the Fixed Account Option until the next Contract Anniversary, or in an ILO Vintage until the end of the Term, your only options will be to take a withdrawal from the Fixed Account Option or ILO Vintage or surrender the Contract, or exercise the Performance Lock feature and transfer your ILO Value on the next Contract Anniversary, or sooner with Pre-Anniversary Transfer. All of these options will be based on the Interim Values of the ILOs, and withdrawals and surrenders may be subject to surrender charges, taxes, and tax penalties.

• Availability of ILOs under your Contract.

◦ Certain ILOs and Indexes described in this Prospectus may not be available depending on the broker-dealer through which your Contract is sold.

• Our Rights to Change the ILOs and Indexes Offered Under the Contract.

◦ We reserve the right to add or remove an ILO or Index, subject to applicable regulatory approvals. We may stop offering an ILO for investment at the end of a Term to new and existing Contracts.

◦ We may remove or replace an Index if it is discontinued, if the calculation of the Index is substantially changed by the Index provider, if Index values should become unavailable for any reason, if hedging instruments become difficult to acquire or the cost of hedging becomes excessive, or if its investment objectives, strategies, or risks substantially change. If we substitute an Index, we will select a new Index that we determine in our judgment is comparable to the original Index, however, the performance of the new Index may not be satisfactory to you.

◦ We may change the Crediting Strategy rates of the ILOs available under the Contract, subject to the stated Minimum Limits on Index Gain or maximum rates. Crediting Strategy rates will not change during a Term. Protection Level rates for the currently-offered ILOs will not change for the

PRINCIPAL RISKS OF INVESTING IN THE CONTRACT

PURCHASING THE CONTRACT

TRANSFERS AND REALLOCATIONS

APPENDIX A: INTEREST CREDITING OPTIONS AVAILABLE UNDER THE CONTRACT

APPENDIX E: FINANCIAL INTERMEDIARY VARIATIONS

life of the ILO.

◦ There is no guarantee that a particular ILO will be available during the entire time that you own your Contract. We reserve the right to stop offering all except for one ILO, in addition to the Fixed Account. The 1-year S&P 500^® with Cap Rate with Participation Rate and 10% Buffer ILO will always be available under your Contract. The Minimum Limit on Index Gain for the Cap Rate with Participation Rate strategy for this ILO is 2% for the life of this Contract, and the guaranteed minimum Participation Rate is 100% for the life of this Contract. In the future, this means that we may not offer ILOs with any other Protection Level other than a 10% Buffer and any other Crediting Strategy other than a Cap Rate with Participation Rate. We do not guarantee a minimum Dual Direction Buffer Rate, and we do not guarantee that we will always offer ILOs with a Dual Direction Buffer.

◦ If we stop offering all but one ILO (the 1-year S&P 500^® with Cap Rate with Participation Rate and 10% Buffer ILO), you will be limited to investing in only one ILO and the Fixed Account Option. The terms and features of that ILO may not meet your investment objectives or be suitable for your financial goals, and this Contract may not be appropriate for you if you intend to invest solely in ILOs with a Dual Direction Buffer.

◦ In the future, any ILOs we offer (in addition to the 1-year S&P 500^® with Cap Rate with Participation Rate and 10% Buffer ILO) will always have some level of downside protection, but we do not guarantee a minimum level.

◦ If, in the future, you are not satisfied with the available ILOs, you may choose to withdraw your ILO Value or surrender your Contract, but you may be subject to surrender charges, taxes, and tax penalties, and an Interim Value Calculation and Adjustment if the surrender or withdrawal is made before the end of a Term.

ADDITIONAL INFORMATION ABOUT FEES

The following tables describe the fees, expenses, and adjustments that you will pay when buying, owning, and surrendering or making withdrawals from an Interest Crediting Option or from the Contract. Please refer to your Contract specifications page for information about the specific fees you will pay each year based on the options you have elected.

The first table describes the fees and expenses that you will pay at the time that you surrender or make withdrawals from an Interest Crediting Option or from the Contract. State premium taxes may also be deducted.

TRANSACTION EXPENSES

Maximum Surrender Charge⁽¹⁾

 (as a percentage of the amount surrendered or withdrawn) . . . . . . .. . . . . . . . .. . . . . . . . . . . . . . . . . . . . .7%

(1)  The surrender charge applies to withdrawals and surrenders in excess of the annual 10% free withdrawal amount during the first 6 Contract Years. Withdrawals and surrenders that are not subject to a surrender charge may still be subject to an Interim Value Calculation and Adjustment if withdrawn from the ILO Vintages during a Term, taxes, and tax penalties. See FEES, CHARGES, AND ADJUSTMENTS for a list of withdrawals and surrenders that will not be subject to a surrender charge. The surrender charge declines to zero over the surrender charge period according to the following schedule:

The next table describes the adjustments, in addition to any transaction expenses, that apply if all or a portion of the Contract Value is removed from an Interest Crediting Option or from the Contract before the expiration of a specified period.

ADJUSTMENTS

Interim Value Calculation and Adjustment Maximum Potential Loss⁽¹⁾

(as a percentage of your investment in the ILO Vintage) 100%

(1)  An Interim Value Calculation and Adjustment will apply to your ILO Value upon any surrender (including Free Look surrenders), withdrawal (including RMDs, free withdrawal amounts, pre-authorized withdrawals, and rider charges), Performance Lock, death benefit payment, and annuitization of the Contact if value is taken from the ILO Vintage before the Term End Date. See FEES, CHARGES, AND ADJUSTMENTS for more information. The maximum loss would occur under extreme circumstances upon a withdrawal or surrender.

The next table describes the fees and expenses that you will pay each year during the time that you own the Contract. If you choose to purchase an optional benefit, you will pay additional charges, as shown below.

ANNUAL CONTRACT EXPENSES

Optional Benefit Expenses

⁽¹⁾ As a percentage of your Contract Value deducted each Contract Anniversary.

In addition to the fees described above, we limit the amount you can earn on the ILOs. This means your returns may be lower

than the Index’s returns. In return for accepting this limit on Index gains, you will receive some protection from Index losses.

ADJUSTMENTS

Interim Value Calculation and Adjustment Maximum Potential Loss⁽¹⁾

(as a percentage of your investment in the ILO Vintage) 100%

(1)  An Interim Value Calculation and Adjustment will apply to your ILO Value upon any surrender (including Free Look surrenders), withdrawal (including RMDs, free withdrawal amounts, pre-authorized withdrawals, and rider charges), Performance Lock, death benefit payment, and annuitization of the Contact if value is taken from the ILO Vintage before the Term End Date. See FEES, CHARGES, AND ADJUSTMENTS for more information. The maximum loss would occur under extreme circumstances upon a withdrawal or surrender.

In addition to the fees described above, we limit the amount you can earn on the ILOs. This means your returns may be lower

than the Index’s returns. In return for accepting this limit on Index gains, you will receive some protection from Index losses.

PRINCIPAL RISKS OF INVESTING IN THE CONTRACT

An investment in the Contract involves certain risks that you should consider carefully before purchasing the Contract.

RISK OF LOSS

This Contract is unsuitable as a short-term savings vehicle. You can lose money by investing in this Contract, including loss of a substantial portion or all of your principal investment and any previously-credited earnings in the Contract despite the Protection Levels. Additionally, positive interest credited to your ILO Value will be limited to the extent the Index Return exceeds the Cap Rate, or SecureCap Rate, as applicable. Each Interest Crediting Option, including the Fixed Account Option, has its own unique risks. You should review and understand the Interest Crediting Options before making an investment decision.

You may experience significant negative returns under the Contract due to the poor investment performance of the ILOs you select (even with downside protection offered by the Protection Levels), the timing of any transactions you request, such as withdrawals and transfers, and any fees and adjustments associated with those transactions. The Contract is not a deposit or obligation of, or guaranteed or endorsed by any bank. It is not federally insured by the Federal Deposit Insurance Corporation (FDIC), the Federal Reserve Board, or any other government agency.

The Protection Level of each ILO may limit the amount of negative Index Return used in calculating the interest credited to your ILO Value at the end of each Term or applied to your Annual Period Value at the end of an Annual Period (if applicable). You can still incur losses even with the application of a Protection Level unless you elect an ILO with a Buffer Protection Level of 100%. There are two types of Protection Levels that we use to limit negative Index Returns: Buffer Rates and Dual Direction Buffer Rates. If you invest in an ILO with a Buffer (including the Dual Direction Buffer), depending on the Buffer or Dual Direction Buffer rate of the ILO(s) in which you invest, your potential losses at the end of a Term due to negative Index performance are currently limited to a maximum of 0% to almost 100% of your investment in the ILO for that Term. Cumulative loss over the life of the Contract could be much greater than the maximum loss for any single ILO Term.

The 1-year S&P 500^® with Cap Rate with Participation Rate and 10% Buffer ILO, and the Fixed Account Option, will always be available under your Contract. In the future, we may not offer ILOs with any other Protection Level other than a 10% Buffer. We do not guarantee a minimum Dual Direction Buffer Rate, and we do not guarantee that we will always offer ILOs with a Dual Direction Buffer. In the future, any ILOs we offer (in addition to the 1-year S&P 500^® with Cap Rate with Participation Rate and 10% Buffer ILO) will always have some level of downside protection, but we do not guarantee a minimum level.

If you take a surrender or withdraw money from an ILO Vintage during a Term (including full surrenders, Free Look surrenders, RMDs, free withdrawal amounts, pre-authorized withdrawals, and rider charges), a death benefit is paid, or you annuitize the Contract before the Term End Date, the ILO Value available for the transaction will be your Interim Value. The Protection Level does not protect the Interim Value from negative Index performance during the Term. The Interim Value calculated may result in a loss even if the Index is performing positively at the time of the transaction, and may be less than the amount you would receive had you held the investment until the end of the Term after the application of the Protection Level. The Interim Value Calculation and Adjustment could result in the loss of principal and previously-credited earnings in the Contract, and in extreme circumstances, such losses could be as high as 100%. The Protection Levels also do not limit losses from surrender charges, taxes, and tax penalties, which could result in greater loss of principal or previously credited earnings in the Contract even if investment performance has been positive. Any potential for gain should be carefully weighed against the risk of loss.

LIQUIDITY RISK

This Contract is unsuitable as a short-term savings vehicle. This Contract may be appropriate for you if you have a long-term investment horizon and are looking to supplement your retirement income or you want to meet other long-term financial objectives. The Contract is not designed to be a short-term investment and may be inappropriate for you if you intend to take frequent withdrawals prior to annuitization, withdrawals during the 6-year surrender charge period, or withdrawals from the ILOs before the end of a Term.

Before you annuitize, you can withdraw money from or surrender your Contract at any time, however, withdrawals or surrenders taken during the surrender charge period may be subject to a surrender charge. Withdrawals and surrenders may also be

subject to an Interim Value Calculation and Adjustment if taken from the ILO Vintages before the end of a Term, taxes, and

tax penalties. A negative Interim Value Calculation and Adjustment could result in the loss of your principal investment and previously credited earnings in the Contact, and in extreme circumstances, such losses could be as high as 100% of the ILO Value. See FEES, CHARGES, AND ADJUSTMENTS and ACCESS TO YOUR MONEY.

Please note that the Contract permits ongoing withdrawals and deductions from the ILOs prior to the Term End Date, such as rider charges, systematic withdrawals, and/or required minimum distributions. These withdrawals and deductions may have an adverse effect on the values and benefits under your Contract. If you intend to make such ongoing withdrawals or elect such deductions, you should consult with a financial professional about whether this Contract is appropriate for you.

TRANSFER AND REALLOCATION LIMITATIONS

Transfers to and from the ILOs and reallocations into the same ILO for a new Term are only permitted on Term Start Dates and Term End Dates (which will fall on a Contract Anniversary), unless you exercise the Performance Lock feature and elect Pre-Anniversary Transfer. Transfers to and from the Fixed Account are permitted every Contract Anniversary. Transfer instructions can be requested, changed or cancelled any time prior to close of the Business Day on Term End Date. These transfer restrictions significantly limit your ability to reallocate your Contract Value in response to changes in market conditions, Interest Crediting Option performance, or personal needs.

If we do not receive transfer instructions from you prior to the close of Business on the Term End Date, we will automatically reallocate or transfer your Contract Value. Any Contract Value in an expiring ILO Term will remain in its current allocation for the next Term, subject to the renewal Crediting Strategy Rates declared for that Term, as long as that ILO remains available for investment. If the expiring ILO is not available for investment for a Subsequent Term, the Contract Value in that ILO will automatically be transferred to the Fixed Account Option, subject to the renewal Guaranteed Rate. Amounts that we automatically reallocate or transfer in the absence of transfer instructions cannot be transferred until the next Contract Anniversary, or Term End Date, which will fall on a Contract Anniversary (unless the Performance Lock is exercised and Pre-Anniversary Transfer instructions are provided). This will occur even if the Crediting Strategy rate or Index associated with the new ILO Term has changed, in which case the new ILO Term may not be satisfactory to you.

If you fail to transfer ILO Value at the end of a Term and do not wish to remain invested in a particular ILO for another Term, your only alternative will be to surrender or withdraw the related ILO Value or exercise the Performance Lock and provide Pre-Anniversary Transfer instructions. Surrendering all or withdrawing a portion of your Contract Value may cause you to incur surrender charges, taxes, and tax penalties. If you surrender or withdraw the ILO Value during the Term, the amount available for surrender or withdrawal will be your Interim Value. The Interim Value calculated could be less than your investment in the ILO Vintage even if the Index is performing positively, and may be less than the amount you would receive had you held the investment until the end of the Term after the application of the Protection Level. This means that there could be significantly less money available under your Contract for a surrender or withdrawal during the Term.

WITHDRAWAL AND SURRENDER RISK

All withdrawals (including RMDs, preauthorized withdrawals, and rider charges) will reduce your Contract Value and the death benefit, and withdrawals and surrenders may be subject to a negative adjustment based on the Interim Value Calculation, surrender charge, taxes, and tax penalties. See FEES, CHARGES, AND ADJUSTMENTS for a list of withdrawals and surrenders that will not be subject to a surrender charge.

Withdrawals and surrenders from the ILO Vintages at the end of a Term will reduce the Investment Base and death benefit by the amount requested. Any applicable negative adjustment, surrender charge, taxes, and tax penalties will subsequently be deducted from the amount you receive from a withdrawal or surrender. Withdrawals and surrenders from the ILO Vintages between the Term Start Date and the Term End Date will trigger an Interim Value Calculation to your ILO Value, and will reduce the Interim Value of your investment in the ILO Vintages by the amount requested. Additionally, the transaction will reduce your ILO Investment Base in the same proportion that the Interim Value is reduced (rather than on a dollar-for-dollar basis) and will also proportionately reduce the Annual Period Value (if applicable) and death benefit (the Interim Value Adjustment). The Interim Value Adjustment may be greater than the dollar amount of the withdrawal, and will reduce the Investment Base and Annual Period Value for the remainder of the Term. See “INTERIM VALUE CALCULATION AND ADJUSTMENT RISK” below for more information. Amounts withdrawn or surrendered will not receive an ILO Credit, which is the dollar amount of interest added to or subtracted from your ILO Investment Base at the end of each Term.

Withdrawals based on Interim Value may significantly reduce the value of any gains credited at the end of the Term because the amount of the ILO Credit is calculated based on the Investment Base, which will be reduced proportionately by the withdrawal. The Interim Value does not receive the application of the Protection Level to mitigate any loss. The Interim Value Calculation and Adjustment could result in a loss, and this loss may be greater than the loss that would be incurred on the Term End Date after the application of the Protection Level. The Interim Value Calculation and Adjustment could also result in lower gain than

would be credited on the Term End Date after the application of the Crediting Strategy. If you plan on taking frequent withdrawals for short-term needs that will be subject to surrender charges, an Interim Value Calculation and Adjustment, and/or additional taxes, this Contract may not be appropriate for you. You may contact us at our Service Center to obtain your Interim Value(s) for any ILO Vintage in which you are invested prior to effecting a transaction, although your Interim Value(s) may change by the time the transaction is executed. To avoid an Interim Value Calculation and Adjustment to your ILO Value, you should schedule withdrawals and other transactions to fall on Term End Dates.

All withdrawals withdrawn from the ILO Vintages during the Term will trigger an Interim Value Calculation and Adjustment. A negative Interim Value Calculation and Adjustment could result in significant loss. All withdrawals may also affect the amount payable under the ROP Death Benefit Rider, perhaps significantly, and/or could terminate the benefit if the Contract Value is reduced to zero.

Income taxes and certain tax restrictions may apply to any withdrawal or surrender. If taken before age 59 ½, a withdrawal or surrender may also be subject to a 10% federal penalty tax.

We generally make payment of any amount due from the Contract within seven calendar days from the date we receive a request In Proper Form. When permitted by law, however, we may defer payment of any withdrawal or surrender proceeds for up to six months from the date we receive your request.

INTERIM VALUE CALCULATION AND ADJUSTMENT RISK

The Interim Value is the amount in the ILO Vintage that is available for surrenders, withdrawals, death benefit payments, and annuitization that occurs between the Term Start Date and the Term End Date, including full surrenders (including Free Look surrenders), RMDs, free withdrawal amounts, pre-authorized withdrawals, and rider charges. All of these transactions, if taken during the Term, will be based on Interim Value(s) and will trigger an Interim Value Calculation to your ILO Value. The Interim Value is calculated based on the value of a hypothetical portfolio of derivative financial instruments designed to replicate the value of the ILO Vintage if it were held until the end of the Term. We calculate the Interim Value of your investment in each ILO Vintage at the end of each Business Day between the Term Start Date and the Term End Date. The Interim Value fluctuates each Business Day independently of your Investment Base or Annual Period Value (if applicable), and the change, or adjustment, may be positive, negative, or zero compared to the last Business Day, even if the Index has increased in value. Changes to your Interim Value are not directly tied to the performance of the relevant Index, although Index performance impacts your Interim Value. You should also understand that the Interim Value for an ILO Vintage on a Business Day will not impact your principal investment in the ILO Vintage (the Investment Base) or the Annual Period Value (if applicable) unless a withdrawal, surrender, death benefit payment, or annuitization occurs during the Term on that Business Day. This means that the Interim Value calculated could be less than your investment in the ILO Vintage or your Annual Period Value even if the Index is performing positively, and may be less than the amount you would receive had you held the investment until the end of the Term.

If you effect a withdrawal that is based on Interim Value, the withdrawal will reduce the Interim Value of your investment in the ILO Vintages by the amount requested (or for a net withdrawal, by the gross amount needed to provide the requested net amount). Any applicable surrender charge, taxes, and tax penalties will subsequently be deducted from the amount you receive from a withdrawal or surrender. Additionally, the withdrawal will reduce your ILO Investment Base in the same proportion that the Interim Value is reduced (rather than on a dollar-for-dollar basis) and will also proportionately reduce the Annual Period Value (if applicable) and death benefit (the “Interim Value Adjustment”). The Interim Value Adjustment to the Investment Base, Annual Period Value (if applicable), and death benefit may be greater than the dollar amount of the withdrawal, and will reduce the Investment Base and Annual Period Value for the remainder of the Term. The amount withdrawn or surrendered will not receive an ILO Credit.

Generally, all other factors being equal, the earlier a surrender, withdrawal, death benefit payment or annuitization payment occurs during the Term, the lower the Interim Value will be. A negative Interim Value Calculation and Adjustment will decrease the amount available under your Contract in the ILO Vintages for transactions involving withdrawal, surrender, annuitization, and the death benefit. An Interim Value Calculation and Adjustment will impact your Contract Value (including your Cash Surrender Value, death benefit amount, and amount converted to an Annuity Option), but the reduction will not be deducted from the amount you receive if you take a partial withdrawal. You may contact us at our Service Center to obtain your Interim Value(s) for any ILO Vintage in which you are invested prior to initiating a transaction, although your Interim Value(s) may change by the time the transaction is executed.

Withdrawals based on Interim Value may significantly reduce the value of any gains credited at the end of the Term because the dollar amount of the ILO Credit is calculated based on the Investment Base, which will be reduced proportionately by the withdrawal. The Interim Value Calculation and Adjustment could also result in a loss, and this loss may be greater than the loss that would be incurred on the Term End Date after the application of the Protection Level. The Interim Value Calculation and Adjustment could also result in lower gain than would be credited on the Term End Date after the application of the Crediting Strategy.

Additionally, neither the Protection Level nor Crediting Strategy of the ILO will be applied to Interim Values. As such, when a transaction is processed based on the Interim Value of the ILO Vintages, there could be significantly less money available under your Contract for withdrawals, surrender, annuitization, and the death benefit. The Interim Value Calculation and Adjustment may result in a loss even if the Index is performing positively at the time of the transaction, and may be less than the amount you would have received had you held the investment until the end of the Term. If you use the Performance Lock feature to lock-in the Interim Value for all or a portion of an ILO Vintage and the Interim Value is lower than your Investment Base on the Term Start Date, you will lock-in a loss. If you use the Performance Lock feature to lock-in a portion of the Interim Value, the remaining Investment Base will be reduced proportionally based on the percentage of the Interim Value that was locked-in. The Interim Value Calculation and Adjustment could result in the loss of principal and previously-credited earnings in the Contract, and in extreme circumstances, such losses could be as high as 100%. To avoid an Interim Value Calculation and Adjustment to your ILO Value, you should schedule withdrawals and other transactions to fall on Term End Dates.

FIXED ACCOUNT OPTION RISK

The Guaranteed Rate for the Fixed Account Option will never be lower than the 0.50% Minimum Guaranteed Rate for the Fixed Account. The effective annual interest rate represents the rate of daily compounded interest over a 12-month period. You bear the risk that we will never declare a Guaranteed Rate for the Fixed Account Option that is higher than the Minimum Guaranteed Rate for the Fixed Account.

CREDITING STRATEGY & PROTECTION LEVEL RISK

ILOs

Each ILO has an applicable Crediting Strategy and Protection Level that determines the positive, negative, or zero interest rate applied to your ILO Investment Base or Annual Period Value (if applicable) at the end of each Term or Annual Period (the “Adjusted Index Return”). For Point to Point ILOs, the Crediting Strategy and Protection Level only apply on the Term End Date. For SecureCap ILOs, the Crediting Strategy and Protection Level apply annually to determine the Annual Period Value at the end of each Annual Period.

Crediting Strategy Risk

If you invest in an ILO, positive Index Returns may be limited based on the applicable Crediting Strategy of the ILO. The Crediting Strategies may therefore limit any positive ILO Credit that may be applied to your Investment Base for a given Term. Because of the application of the Crediting Strategy, the Adjusted Index Return for a Term or Annual Period may be less than the positive Index Return.

 The Crediting Strategies benefit us because they limit the amount of positive interest that we may be obligated to credit for any Term. We set the Crediting Strategy rates each Term in our discretion, however, they will never be less than the Minimum Limits on Index Gain set forth in this Prospectus. You bear the risk that we will not set the Crediting Strategy rates higher than these minimums.

Initial and renewal Crediting Strategy rates may vary depending on the Index, market conditions, Crediting Strategy type, Protection Level, Term length, or Contract Issue Date.

SecureCap Risk

If you have elected the 6-Year ILO with SecureCap, and the Annual Period Credit is negative at the end of an Annual Period, your Annual Period Value will be reduced by the amount of the Annual Period Credit and you will lock-in any loss for that Annual Period. Likewise, if the Annual Period Credit is positive for an Annual Period, you will lock-in any gain. Even if you receive a positive Annual Period Credit for one or more Annual Periods during the Term, your overall Annual Period Value may still be reduced by the end of the Term by any negative Annual Period Credit you may receive for other Annual Periods during that Term. Because the ILO Credit is determined at the end of the Term by subtracting the Investment Base from the final Annual Period Value, a lower Annual Period Value may result in a lower or negative ILO Credit at the end of the Term.

Because of the cumulative impact of SecureCap, if you incur a loss during one Annual Period during a Term, it will reduce the Annual Period Value for the next Annual Period during the Term, which will reduce the value of any positive Annual Period Credit. A reduced Annual Period Value will ultimately reduce the value of any positive ILO Credit at the end of the Term, or result in a negative ILO Credit. In a continuing down market, over multiple years, cumulative losses could exceed the protection provided by the Buffer for any single Annual Period and you could lose nearly 100% of your ILO Value for the Term. For example, if the Buffer is 10%, in a continuing down market, you could lose more than 90% of your investment over several Annual Periods.

The Annual Period Value is not available to you. Your ILO Value is the Interim Value until the Term End Date. If you take a withdrawal from a SecureCap ILO Vintage prior to the end of the Term, your withdrawal will be based on the Interim Value on the date of the withdrawal, and not the gains or losses locked-in for the completed Annual Periods during the Term. The Interim Value may be less than the Annual Period Value even if the Index is performing positively. Any gains or losses reflected in your Annual Period Value are not locked in or credited to your Investment Base until the Term End Date when the ILO Credit is applied. Additionally, any withdrawal taken prior to the end of the Term will reduce the Investment Base and Annual Period Value proportionally and may significantly reduce any positive ILO Credit at the end of the Term. You should consult with your financial professional about the appropriateness of taking withdrawals under the ILO Vintage before the end of a Term.

Cap Rates. Positive interest credited to your ILO Value will be limited to the extent the Index Return exceeds the Cap Rate. If you allocate Contract Value to an ILO with a Cap Rate (including the Cap Rate with Participation Rate, Cap Rate with Dual Direction Buffer, Performance Mix, and Tiered Participation Rate with Cap Rate), or Cap Rate with SecureCap, the highest possible Adjusted Index Return that you may earn for a given Term or Annual Period is the Cap Rate. The Cap Rate is the maximum amount of positive interest that may be credited to your Investment Base on the Term End Date or to the Annual Period Value at the end of an Annual Period. As a result, you will only be credited with a maximum amount of interest even if the positive Index Return is much greater than that rate. Additionally, Cap Rates for ILOs with multi-year Terms (excluding the SecureCap ILOs) apply on a Point to Point basis. This means that the Cap Rate is applied to the Index Return for the entire Term, not on an annual basis. The Cap Rate with SecureCap is applied annually at the end of each Annual Period.

Participation Rates and Tiered Participation Rates. For multi-year Terms, the Participation Rate and Tiered Participation Rates apply on a Point to Point basis. This means that the Participation Rate or Tiered Participation Rate is applied to the Index Return for the entire Term, not on an annual basis.

Protection Level Risk

Negative Index Returns may be limited by the applicable Protection Level for each ILO. Other than the 100% Buffer on the Term End Date, Protection Levels may provide only limited protection against negative Index performance. You may lose money. When you invest Contract Value in the ILOs, you bear the risk that negative Index performance may cause the Adjusted Index Return to be negative even after the application of the Protection Level. This would result in a negative ILO Credit and reduce your Investment Base by the amount of the ILO Credit. Additionally, the Protection Level may only provide downside protection only on the Term End Date, so your exposure to negative Index performance during a Term is greatest before the Term End Date, when your Protection Level will not apply to the Interim Value of an ILO Vintage.

There are two types of Protection Levels that we use to limit negative Index Returns: Buffer Rates, and Dual Direction Buffer Rates. In the future, we may not offer ILOs with any other Protection Level other than a 10% Buffer. We do not guarantee a minimum Dual Direction Buffer Rate, and we do not guarantee that we will always offer ILOs with a Dual Direction Buffer. This Contract may not be appropriate for you if you intend to invest solely in ILOs with a Dual Direction Buffer.

Protection Levels for ILOs with multi-year Terms apply on a Point to Point basis (excluding SecureCap ILOs). This means that the Buffer or Dual Direction Buffer is applied to the Index Return for the entire Term, and not on an annual basis. SecureCap ILOs will apply the Buffer Protection Level on an annual basis at the end of each Annual Period during the Term, although any gains or losses are not locked in or credited to your Investment Base until the Term End Date when the ILO Credit is applied. For each ILO, the Protection Level (e.g. Buffer, or Dual Direction Buffer) is set at Contract issue and will never change in future Contract Years as long as we continue to offer that ILO.

We set Protection Level rates for each ILO at our discretion. Protection Level rates declared for future ILOs under this Contact may vary depending on the Index, market conditions, Crediting Strategy, and rates, the type of Protection Level, and the Term length. Assuming the same Index and Term length, an ILO that provides more protection from Index losses will generally tend to have less potential for Index gains; conversely, an ILO that provides less protection from Index losses will generally tend to have more potential for Index gains.

Dual Direction Buffer Rates and Buffer Rates. The risk of loss may be significant with a Buffer ILO (including the Dual Direction Buffer) during times of steep market decline. For example, if the Index Return is -40%, and the Buffer Rate or Dual Direction Buffer Rate is 10%, your Adjusted Index return will be -30% (the amount that the negative Index Return exceeds the Buffer or Dual Direction Buffer Rate). ILOs with a Buffer Rate of 100% may be available for Purchase Payments and renewal allocations, offering full protection on the Term End Date in the event of market decline.

Dual Direction Buffer. Because the absolute value of any negative Index Return up and including the Dual Direction Buffer Rate will be credited to your Investment Base as positive interest, a negative Index Return on the Term End Date that is slightly

below or slightly above the Dual Direction Buffer Rate can result in very different ILO Credits. You will receive positive interest if the negative Index Return does not exceed the Dual Direction Buffer Rate, and you will receive negative interest if the negative Index Return exceeds the Dual Direction Buffer Rate on the Term End Date. Any negative Index Return in excess of the Dual Direction Buffer Rate will result in negative interest being credited to your Investment Base in the amount that the negative Index Return exceeds the Dual Direction Buffer Rate.

For example, if the ILO Dual Direction Buffer Rate is 10%, and the negative Index Return is -10%, we will credit your Investment Base with 10%. However, if the negative Index Return is -10.01%, we will credit your Investment Base with -0.01%.

PERFORMANCE LOCK RISK

You may exercise the Performance Lock feature for each ILO Vintage during a Term to “lock-in” all or a portion of the ILO Vintage’s Interim Value as of the Business Day the request is submitted. If you exercise the Performance Lock feature to lock-in a portion of the ILO Vintage’s Interim Value, you may exercise the Performance Lock multiple times for the ILO Vintage, provided that the minimum percentage allowed for a partial Performance Lock is 20% of the ILO Vintage’s Interim Value. The locked-in value will equal the Interim Value of the ILO Vintage calculated at the end of the Business Day that the Performance Lock is requested or AutoLock is processed. The maximum number of ILO Vintages that may be locked each Contract Year is 25.

If you exercise Performance Lock for more than one ILO Vintage within an ILO, it is possible that the Interim Value of one ILO Vintage may have increased, while the Interim Value of another ILO Vintage may have decreased at the time the Performance Lock is exercised. With AutoLock, Interim Value will be locked-in automatically if the percentage increase of the Interim Value over the Investment Base meets or exceeds the Performance Lock Target Percentage that you set. Further, the Performance Lock Target Percentage that you set must be greater than 0% and less than the Cap Rate for the applicable ILO Vintage. There is a chance that the percentage increase of the Interim Value may never be reached during the Term, and AutoLock may not occur, even during a strong market performance. As a result, you may miss the opportunity to lock-in gains and benefit from additional index appreciation up to the Cap Rate that could have occurred if AutoLock were set at a lower Performance Lock Target Percentage or not used. If you set your Performance Lock Target Percentage close to the current Interim Value, Performance Lock may occur soon after establishing the AutoLock.

The locked-in value will be credited with the Performance Lock Interest Rate beginning on the day following the day the Performance Lock was exercised until the next Contract Anniversary or until you exercise the Pre-Anniversary Transfer option. The minimum Performance Lock Rate will never be less than 0.05%. Once the Contract is issued, the minimum guaranteed interest rate for the Performance Lock Rate will not change. Exercising Performance Lock will terminate your ability to receive an ILO Credit or the application of the Crediting Strategy or Protection Level to mitigate any loss. Withdrawals will reduce the locked-in value. Any applicable surrender charge, taxes, and tax penalties will adjust the amount you receive from the withdrawal.

Your decision to exercise Performance Lock, or the automatic exercise of Performance Lock through AutoLock is irrevocable. Once Performance Lock is exercised, the locked-in amount cannot be transferred into a new Term in the same ILO or a different ILO until the next Contract Anniversary, unless the Pre-Anniversary Transfer option is elected.

Generally, the earlier in the Term that Performance Lock is exercised, the greater the potential difference between the locked-in value and the value that could be realized at the end of the Term. You will not be able to determine in advance the Interim Value that will be locked-in prior to your manual Performance Lock request, or that your ILO will reach its Performance Lock Target Percentage for an AutoLock. You bear the risk that the Interim Value that is locked in will be lower than the Interim Value you last obtained, and lower than the potential ILO Value you would receive at the end of the Term, and the difference could be significant. If the Performance Lock feature is exercised at a time when your Interim Value has declined, you will lock-in any loss. It is possible that you would have realized less of a loss or no loss if Performance Lock occurred, at a later time, or if the ILO Vintage was not locked. There may not be an optimal time to exercise the Performance Lock feature. It may be better for you if the Performance Lock feature is not exercised during a Term. For SecureCap ILOs, the Interim Value and Annual Period Value are separate and distinct values. A Performance Lock “locks in” the Interim Value, which may be less than the current Annual Period Value at the time the Performance Lock is exercised, even if the Index is performing positively. The Annual Period Value is not available to you. Your ILO Value is the Interim Value until the Term End Date. Any gains or losses reflected in your Annual Period Value are not locked in or credited to your Investment Base until the Term End Date. We will not advise you as to whether or when you should or should not exercise the Performance Lock, and we are not responsible for any losses that may occur due to your decision to exercise this feature.

Pre-Anniversary Transfer Option. The Pre-Anniversary Transfer option is available from any ILO Vintage where Performance Lock has been exercised. After Performance Lock is exercised, the reallocation value must be the full Performance Lock Value. This value may be reallocated into any Interest Crediting Option with the exception of any Performance Mix or SecureCap ILO, or

the Fixed Account Option. There may not be an optimal time to exercise the Pre-Anniversary Transfer Option. It may be better for you to earn the Performance Lock Rate until the Contract Anniversary.

Your investment in ILO Vintages as a result of Pre-Anniversary Transfer are subject to rates in effect as of the date of the Pre-Anniversary Transfer. The creation of a new ILO Term does not guarantee higher crediting rates than the locked ILO Vintage. This means that you may receive less favorable rates than you would have received if you had remained in the ILO Vintage until the next Contract Anniversary.

When you exercise the Pre-Anniversary Transfer option, the remaining number of days in the Contract Year will be added to the ILO Term, so the ILO Term for the new ILO Vintage will be longer than if you started an ILO Vintage on a Contract Anniversary, but the Crediting Method and Protection Level will be the same as for an ILO Term that begins on the Contract Anniversary. If you elect Pre-Anniversary Transfer, any positive performance of your ILO Vintage over the ILO Term will be limited by a Crediting Method normally applied to a shorter ILO Term, and you will be subject to negative performance with only the Protection Level normally applied to a shorter ILO Term. Your risk exposure for the ILO Term may be greater than for an ILO Vintage with a standard ILO Term.

The maximum number of ILO Vintages that may be locked each Contract year is 25. After the 25th ILO Vintage has been locked in a Contract Year, no other ILO Vintage can be locked until the following Contract Year, limiting your ability to exercise the Pre-Anniversary Transfer option. This limitation means you may not be able to take advantage of any increases to the initial or renewal rates that would apply to a new ILO Vintage, or any advantageous changes to Index Values that would have occurred during the new ILO Vintage. This may limit your potential returns.

You should contact us at our Service Center to obtain your Interim Value(s) and speak to your financial professional before exercising Performance Lock or the Pre-Anniversary Transfer Option, although your Interim Value(s) may change by the time Performance Lock is exercised.

AVAILABILITY OF INDEXES AND INDEX-LINKED OPTIONS

We reserve the right to add or remove an ILO or Index, subject to applicable regulatory approvals. We reserve the right to stop offering any of the ILOs to new and existing Contracts, and to close any of the ILOs to new transfers at the end of a Term. We may change the Crediting Strategy rates and Protection Level rates subject to the stated Minimum Limit on Index Gain or maximum rates. There is no guarantee that a particular ILO will be available during the entire time that you own your Contract (other than the 1-year S&P 500^® with Cap Rate with Participation Rate and 10% Buffer ILO). If we decide to discontinue offering any ILOs or Indexes, we will amend this Prospectus. An ILO that is currently available may not be available for transfers from other Interest Crediting Options or reallocations of Contract Value into the same ILO for a new Term, or may be closed to new Contract issues. If you reallocate into the same ILO for a consecutive Term, the ILO’s underlying Index or features may have changed, or the ILO may no longer be available for investment. If your desired ILO is not available for investment, and you do not provide timely transfer instructions to us, you will be automatically reallocated the Fixed Account, which may not be acceptable to you. The 1-year S&P 500^® with Cap Rate with Participation Rate and 10% Buffer ILO, in addition to the Fixed Account Option, will always be available under your Contract. The Cap Rate for this ILO is subject to a Minimum Limit on Index Gain of 2% and the Minimum Participation Rate of 100% for the life of this Contract.

We reserve the right to stop offering all but one ILO (the 1-year S&P 500^® with Cap Rate with Participation Rate and 10% Buffer ILO) in addition to the Fixed Account Option. In the future, this means that we may not offer ILOs with any other Protection Level other than a 10% Buffer and any other Crediting Strategy other than a Cap Rate with Participation Rate. We do not guarantee a minimum Dual Direction Buffer Rate, and we do not guarantee that we will always offer ILOs with a Dual Direction Buffer. If we stop offering all but one ILO (the 1-year S&P 500^® with Cap Rate with Participation Rate and 10% Buffer ILO), you will be limited to investing in only one ILO and the Fixed Account Option. The terms and features of that ILO may not meet your investment objectives or be suitable for your financial goals, and this Contract may not be appropriate for you if you intend to invest solely in ILOs with a Dual Direction Buffer. In the future, any ILOs we offer (in addition to the 1-year S&P 500^® with Cap Rate with Participation Rate and 10% Buffer ILO) will always have some level of downside protection, but we do not guarantee a minimum level. If you are not satisfied with the available ILOs, you may choose to surrender your Contract, but you may be subject to surrender charges, taxes, and tax penalties, and the calculation of the surrender amount based on Interim Value if the surrender is made before the end of a Term. If you purchase another retirement vehicle, it may have different features, fees, and risks than the Contract. Discuss with your financial professional whether the Contract is appropriate for you given our right to make such changes to the available ILOs.

If we add or remove an Index (as opposed to replacing an Index with another Index), the changes will not be effective for your Contract until the start of the next Term. We may remove or replace an Index if it is discontinued, if the calculation of the Index is substantially changed by the Index provider, if Index values become unavailable for any reason, if hedging instruments become difficult to acquire or the cost of hedging becomes excessive, or if its investment objectives, strategies, or risks substantially change. The new Index may not be desirable to you. If we substitute an Index, we will select a new

Index that we determine in our judgment is comparable to the original Index, however, the performance of the new Index may differ from the original Index. The Index Return for the new Index will be utilized when determining the ILO Credit on the Term End Date even if the Index is substituted near the end of the Term. This may negatively affect the interest that you earn during that Term. You may receive a greater loss or lower gain than if we continue to use the original Index for the entire Term. We may replace an Index at any time during a Term. If we replace an Index during a Term, the ILO Crediting Strategy and Protection Level will not change. We will notify you in writing prior to replacing an Index. You will have no right to reject the replacement of an Index, and if you do not exercise Performance Lock and elect Pre-Anniversary Transfer, you will not be permitted to transfer ILO Value until the end of a Term even if we replace the Index during the Term. If we substitute an Index and you do not wish to remain invested in the relevant ILO for the remainder of the Term, your only options will be to withdraw the ILO Value or surrender the Contract, or exercise the Performance Lock feature and transfer your ILO Value on the next Contract Anniversary or sooner under the Pre-Anniversary Transfer option. All of these options will trigger an Interim Value Calculation, and taking a withdrawal or surrender may cause you to incur surrender charges, taxes, and tax penalties.

INVESTMENT RISKS FOR THE MARKET INDEXES

Investing in the ILOs will subject you to risks related to the Indexes (which may be a market index or exchange-traded fund (“ETF”), such as the following:

No Dividends. Each Index is a price return index, not a total return index, and therefore its performance does not reflect any dividends or distributions paid by the Index’s component companies. This will reduce the Index Return and will cause the Index to underperform a direct investment in the securities composing the Index. If dividends and other distributions were included, the Index performance would be higher.

No Rights in the Index. An investment in an ILO is not an investment in the Index or in the securities tracked by the Index. You have no voting, liquidation, or other rights with respect to the Index, its publisher, or any of the component companies.

Index Performance. An investment in the Contract is subject to the risk of poor investment performance of the ILOs you select. If you allocate money to an ILO, the value of your investment depends in part on the performance of the applicable Index. You could lose a significant amount of money if the Index of an ILO declines in value. The performance of an Index is based on changes in the values of the securities or other instruments that comprise or define the Index. The securities and instruments comprising or defining the Indexes are subject to a variety of investment risks that you are indirectly exposed to. These risks may affect capital markets generally, specific market segments, or specific issuers. The performance of the Indexes may fluctuate, sometimes rapidly and unpredictably. Negative Index performance may cause you to realize losses, which may be significant. The historical performance of an Index or an ILO does not guarantee future results. Because we measure Index performance from the Term Start Date to the Term End Date, or from one Contract Anniversary to the next Contract Anniversary for a SecureCap ILO Term, you bear the risk that the Index Return may be negative or zero at the end of a Term or Annual Period, even if the Index performed positively at times.

• Market Risk. Market risk is the risk that short-term market movements may cause the value of an Index to fluctuate, sometimes rapidly and unpredictably. Index performance could decrease over longer periods of time during more prolonged market downturns. Market changes can result from disasters and other events, such as storms, earthquakes, fires, outbreaks of infectious diseases, utility failures, terrorist acts, political and social developments, and military and governmental actions.

• Issuer Risk. Issuer risk is the risk that Index performance may decline for reasons directly related to the issuer, as opposed to the market generally. Changes in the financial condition or credit rating of an issuer of the securities that make up an Index may cause the Index performance to decline.

• ETF Risks. When you allocate Contract Value to an ILO that is linked to the performance of an ETF, you are not investing in the ETF. Index-based ETFs seek to track the investment results of a specific market index and are not actively managed.

Due to a variety of factors, including the fees and expenses associated with an ETF, an ETF’s performance may not fully replicate or may, in certain circumstances, diverge significantly from the performance of the underlying index. This potential divergence between the ETF and the specific market index is known as tracking error. Although we believe that we will be viewed as the owner of the Index Strategy for tax purposes, there is no legal guidance to indicate how the IRS might view access to an ETF-linked ILO coupled with frequent transfers among the Interest Crediting Options.

INDEX RISKS 

S&P 500^® Index. This Index is comprised of equity securities issued by large-capitalization U.S. companies. In general,

large-capitalization companies may be unable to respond quickly to new competitive challenges, and may not be able to

attain the high growth rate of successful smaller companies.

MSCI EAFE Index. This Index is designed to follow the performance of large- and mid-capitalization companies across

21 developed markets around the world excluding the U.S. and Canada. Political, social and economic developments abroad and differences between the regulations and reporting standards and practices to which foreign issuers are subject as compared to

U.S. issuers may affect the Index Performance. In addition, to the extent the component securities are denominated in foreign currencies, their values may be subject to risks related to changes in currency exchange rates. Risks of investing in foreign securities are generally increased by investing in emerging market countries.

First Trust Growth Strength Net Fee Index. This Index provides exposure to a mix of U.S. common stocks and real estate investment trusts (“REITs”) and has significant exposure to health care and information technology companies. The First Trust Growth Strength Net Fee Index deducts a fee when calculating Index performance. This will reduce the Index Return and will cause the Index to underperform a direct investment in the securities composing the Index.

• REIT Risk. REITs typically own and operate income-producing real estate, such as residential or commercial buildings, or real- estate related assets, including mortgages. As a result, investments in REITs are subject to the risks associated with investing in real estate, which may include, but are not limited to: fluctuations in the value of underlying properties; defaults by borrowers or tenants; market saturation; changes in general and local operating expenses; and other economic, political or regulatory occurrences affecting companies in the real estate sector. REITs are also subject to the risk that the real estate market may experience an economic downturn generally, which may have a material effect on the real estate in which the REITs invest and their underlying portfolio securities. REITs may have also a relatively small market capitalization which may result in their shares experiencing less market liquidity and greater price volatility than larger companies. Increases in interest rates typically lower the present value of a REIT’s future earnings stream, and may make financing property purchases and improvements more costly. Because the market price of REIT stocks may change based upon investors’ collective perceptions of future earnings, the value of the Fund will generally decline when investors anticipate or experience rising interest rates.

• Health Care Companies Risk. Health care companies, such as companies providing medical and healthcare goods and services, companies engaged in manufacturing medical equipment, supplies and pharmaceuticals, as well as operating health care facilities and the provision of managed health care, may be affected by government regulations and government health care programs, increases or decreases in the cost of medical products and services and product liability claims, among other factors. Many health care companies are heavily dependent on patent protection, and the expiration of a company’s patent may adversely affect that company’s profitability. Health care companies are also subject to competitive forces that may result in price discounting, may be thinly capitalized and susceptible to product obsolescence.

• Information Technology Companies Risk. Information technology companies produce and provide hardware, software and information technology systems and services. These companies may be adversely affected by rapidly changing technologies, short product life cycles, fierce competition, aggressive pricing and reduced profit margins, the loss of patent, copyright and trademark protections, cyclical market patterns, evolving industry standards and frequent new product introductions. In addition, information technology companies are particularly vulnerable to federal, state and local government regulation, and competition and consolidation, both domestically and internationally, including competition from foreign competitors with lower production costs. Information technology companies also heavily rely on intellectual property rights and may be adversely affected by the loss or impairment of those rights.

Invesco QQQ ETF (QQQ). This Index references the performance of Invesco QQQ ETF, which is an exchange-traded fund that seeks to track the performance on the Nasdaq-100 Index^®. The Nasdaq-100 Index^® includes 100 of the largest domestic and international nonfinancial companies listed on the Nasdaq Stock Market based on market capitalization. In general, large- capitalization companies may be unable to respond quickly to new competitive challenges and may not be able to attain the high growth rate of successful smaller companies. The Invesco QQQ ETF’s performance may be impacted by a number of other factors, and there is no guarantee that the ETF’s performance will match the returns of the Nasdaq-100 Index^®.

iShares^® Russell 2000 ETF (IWM). This Index references the performance of the iShares^® Russell 2000 ETF, which is an exchange- traded fund that seeks to track the investment results of the Russell 2000 Index, an index composed of small-capitalization

U.S. equities. The Russell 2000 Index measures the performance of the small capitalization sector of the U.S. equity market, as defined by FTSE Russell. Compared to mid- and large-capitalization companies, small-capitalization companies may be less stable and more susceptible to adverse developments. The securities of small-capitalization companies may be more volatile and less liquid than those of mid- and large-capitalization companies. As a result, the Index’s performance may be more volatile than that of an index with greater focus on large- or mid-capitalization stocks.

RETURN OF PURCHASE PAYMENTS DEATH BENEFIT RIDER RISK

Once purchased, the ROP Death Benefit Rider may not be voluntarily terminated by the Contract Owner. Rider charges are ongoing and will be deducted on each Contract Anniversary. Rider charges deducted from the ILO Vintages on a Term End Date and from the Fixed Account will reduce the Contract Value by the amount of the charge in the same manner as any other withdrawal. Rider charges deducted from a multi-year ILO Vintage on a Contract Anniversary prior to the Term End Date will trigger an Interim Value Calculation and an Interim Value Adjustment to the Investment Base and Annual Period Value (if applicable). Rider charges assessed on a Term End Date will be assessed after the application of the ILO Credit. Accordingly, the ILO Credit will be reduced by the deduction of Rider charges. All withdrawals will reduce the Rider benefit, perhaps significantly, and/or could terminate the benefit if the Contract Value is reduced to zero. For any portion of the Contract Value allocated to an ILO Vintage, the Death Benefit Amount will be based on Interim Value(s) if the death benefit is paid before the end of a Term.

As noted above, the ROP Death Benefit Rider charge may be deducted from the ILO Vintages on a date prior to the Term End Date. The ongoing deduction of the Rider charge on such a date may have an adverse effect on values and benefits under the Contract. If you intend to elect the ROP Death Benefit Rider, you should consult with a financial professional to discuss whether the Rider or this Contract is appropriate for you.

In the future, we may stop offering the Rider to new purchasers. The Rider may not be available through your financial professional. You may obtain information about the optional benefits that are available to you by contacting your financial professional.

INSURANCE COMPANY RISKS

Pacific Life is a life insurance company domiciled in Nebraska. Along with our subsidiaries and affiliates, our operations include life insurance, annuity, mutual funds, broker-dealer operations, and investment advisory services. Our executive office is located at 700 Newport Center Drive, Newport Beach, California 92660.

Investment in the Contract is subject to the risks related to us, and any obligations (including under the Fixed Account Option and the ILOs), guarantees, or benefits of the Contract are subject to our claims-paying ability and financial strength. You should look to our financial strength with regard to such guarantees. Your financial professional’s firm is not responsible for any Contract guarantees. If we experience financial distress, we may not be able to meet our obligations to you. More information about us, including our financial strength ratings, is available upon request by calling (800) 722-4448 or visiting our website at www.PacificLife.com.

The assets supporting the ILOs are held in a non-registered, non-insulated separate account established under Nebraska insurance law for the purpose of supporting our obligations under the Contract. These assets are subject to the claims of our creditors. Therefore, the benefits provided under the ILOs are subject to the claims-paying ability of Pacific Life. You may obtain information about our financial condition by reviewing our financial statements included in this Prospectus.

We reserve the right to add or remove an ILO or Index, subject to applicable regulatory approvals; stop offering an ILO for investment at the end of a Term; change the Crediting Strategy rates and Protection Level rates of the ILOs available under the Contract, subject to the stated Minimum Limit on Index Gain or maximum rates and the terms described in this prospectus; and impose investment or transfer limitations, as described in this prospectus. Additional Purchase Payments after the initial Purchase Payment are not permitted, except for transfers from other financial products requested at the time the investor's Contract application is submitted and transferred within 60 days after the Contract Issue Date (“Subsequent Purchase Payments”). See TRANSFER AND REALLOCATION LIMITATIONS, CREDITING STRATEGY AND PROTECTION LEVEL RISK, and AVAILABILITY OF INDEXES AND INDEX-LINKED OPTIONS in this section for more information. You bear the risks relating to any material reservation of rights.

CYBERSECURITY AND BUSINESS CONTINUITY RISKS

Our business relies heavily on the effective operation of our computer systems and networks, as well as those of our business partners and service providers. Consequently, we are potentially susceptible to operational and information security risks associated with the technologies, processes and procedures designed to protect networks, systems, computers, programs and information from cyber-attacks, operational failure, AI misuse, damage or unauthorized access. These risks include but are not limited to theft, loss, misuse, corruption and destruction of information maintained online or digitally, denial of service on websites and other operational failures, and unauthorized disclosure of confidential, proprietary and customer information. Cyber-attacks affecting us, any third-party administrator, the Indexes or Index issuers, intermediaries, and other affiliated or third-party service providers may adversely affect us and your Contract Value. For instance, cyber-attacks or operational incidents may interfere with Contract transaction processing, including the processing of orders from our website; impact our ability to calculate Index Return or the ILO Credit; cause the disclosure and possible destruction of confidential, proprietary and customer information; impede order processing; subject us and/or our service providers and intermediaries to regulatory fines, litigation, loss of business, financial losses and reputational damage.

Cybersecurity risks may also impact the issuers of securities that comprise the Indexes, which may cause the Indexes underlying the ILOs to lose value. The digitization, increased information availability, use of new and constantly evolving technologies, the increased sophistication and severity of cyber campaigns, and the heightened geopolitical risks and threats, continue to pose new and significant cybersecurity and operational risks and threats. While measures and controls have been adopted and are periodically reviewed and updated to mitigate cybersecurity and operational risks, there can be no guarantee or assurance that we, the Indexes or Index issuers, or our service providers will not suffer losses affecting your Contract due to cyber-attacks, operational incidents, misuse of AI, or information security breaches in the future.

We are also exposed to risks related to natural and man-made disasters or other events, including (but not limited to) earthquakes, fires, floods, storms, epidemics and pandemics (such as COVID-19), geopolitical tensions, armed conflicts, wars, terrorist acts, civil unrest, malicious acts and/or other events that could adversely affect our ability to conduct business. The risks from such events are common to all insurers. To mitigate such risks, we have business continuity plans in place that include remote workforces, remote system and telecommunication accessibility, and other plans to ensure availability of critical resources and business continuity during an event. Such events can also have an adverse impact on financial markets, U.S. and global economies, service providers, and index performance for the Indexes underlying the ILOs available through your Contract. There can be no assurance that we, the Indexes or Index issuers, or our service providers will avoid such adverse impacts due to such events and some events may be beyond control and cannot be fully mitigated or foreseen.

INDEX RISKS 

S&P 500^® Index. This Index is comprised of equity securities issued by large-capitalization U.S. companies. In general,

large-capitalization companies may be unable to respond quickly to new competitive challenges, and may not be able to

attain the high growth rate of successful smaller companies.

MSCI EAFE Index. This Index is designed to follow the performance of large- and mid-capitalization companies across

21 developed markets around the world excluding the U.S. and Canada. Political, social and economic developments abroad and differences between the regulations and reporting standards and practices to which foreign issuers are subject as compared to

U.S. issuers may affect the Index Performance. In addition, to the extent the component securities are denominated in foreign currencies, their values may be subject to risks related to changes in currency exchange rates. Risks of investing in foreign securities are generally increased by investing in emerging market countries.

First Trust Growth Strength Net Fee Index. This Index provides exposure to a mix of U.S. common stocks and real estate investment trusts (“REITs”) and has significant exposure to health care and information technology companies. The First Trust Growth Strength Net Fee Index deducts a fee when calculating Index performance. This will reduce the Index Return and will cause the Index to underperform a direct investment in the securities composing the Index.

• REIT Risk. REITs typically own and operate income-producing real estate, such as residential or commercial buildings, or real- estate related assets, including mortgages. As a result, investments in REITs are subject to the risks associated with investing in real estate, which may include, but are not limited to: fluctuations in the value of underlying properties; defaults by borrowers or tenants; market saturation; changes in general and local operating expenses; and other economic, political or regulatory occurrences affecting companies in the real estate sector. REITs are also subject to the risk that the real estate market may experience an economic downturn generally, which may have a material effect on the real estate in which the REITs invest and their underlying portfolio securities. REITs may have also a relatively small market capitalization which may result in their shares experiencing less market liquidity and greater price volatility than larger companies. Increases in interest rates typically lower the present value of a REIT’s future earnings stream, and may make financing property purchases and improvements more costly. Because the market price of REIT stocks may change based upon investors’ collective perceptions of future earnings, the value of the Fund will generally decline when investors anticipate or experience rising interest rates.

• Health Care Companies Risk. Health care companies, such as companies providing medical and healthcare goods and services, companies engaged in manufacturing medical equipment, supplies and pharmaceuticals, as well as operating health care facilities and the provision of managed health care, may be affected by government regulations and government health care programs, increases or decreases in the cost of medical products and services and product liability claims, among other factors. Many health care companies are heavily dependent on patent protection, and the expiration of a company’s patent may adversely affect that company’s profitability. Health care companies are also subject to competitive forces that may result in price discounting, may be thinly capitalized and susceptible to product obsolescence.