S-1/A

As filed with the Securities and Exchange Commission on April 1, 2019
					Registration No. 333-225544
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pre-effective Amendment No. 2
to
FORM S-1
		REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Athene Annuity and Life Company
(Exact name of registrant as specified in its charter)
	Iowa		6311		42-0175020
	(State or other jurisdiction of		(Primary Standard Industrial		(I.R.S. Employer
	incorporation or organization)		Classification Code)		Identification Number)
7700 Mills Civic Parkway
West Des Moines, IA 50266-3862
(888) 266-8489
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
			Blaine Doerrfeld
			Athene Annuity and Life Company
			7700 Mills Civic Parkway
			West Des Moines, IA 50266-3862
			(888) 266-8489
(Name, address, including zip code, and telephone number, including area code, of agent for service)
			Copy to:
			Stephen E. Roth, Esq.
			Eversheds Sutherland (US) LLP
			700 Sixth Street, N.W.
			Washington, DC
			20001-3980
	Approximate date of commencement of proposed sale to the public: Continuously on and after the effective date of this Registration Statement.
	If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. x
	If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of earlier effective registration statement for the same offering. ¨
	If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
	If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
	Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
Large accelerated filer ¨						Accelerated filer¨
Non-accelerated filer x						Smaller reporting company ¨
						Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered				Amount to be Registered(1)	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(2)
Interests in Single Purchase Payment Index-Linked Deferred Annuity Contract				N/A	N/A	$1,300,000,000.00	$157,563.30
(1)	The proposed maximum aggregate offering price is estimated solely for the purpose of determining the registration fee. The amount to be registered and the proposed maximum offering price per unit are not applicable because the securities are not issued in predetermined amounts or units.
(2)	The registrant previously paid a total of $124.50 in connection with the initial filing of the Registration Statement on June 8, 2018, based upon a proposed maximum aggregate offering price of $1,000,000. This amendment to the Registration Statement increases the proposed maximum aggregate offering price by $1,299,000,000. In accordance with Rule 457(o), an additional $157,438.80 is being paid herewith.
	The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion Dated April 1, 2019

Athene® Amplify

Single Purchase Payment Index-Linked

Deferred Annuity Contract

Issued by:

Athene Annuity and Life Company

7700 Mills Civic Parkway

West Des Moines, IA 50266-3862

Tel. (888) 266-8489

This prospectus describes the Athene® Amplify Single Purchase Payment Index-Linked Deferred Annuity Contract (the Contract) issued by Athene Annuity and Life Company (the Company, we or us) that is designed for retirement or other long-term investment purposes.

The Contract offers index-linked investment options (Index-Linked Segment Options) that provide returns (Segment Credits) based on the performance of a broad-based index or indices (the Reference Index). Segment Credits are paid by the Company and are subject to its claims paying ability. We calculate Segment Credits based on the changes in the value of the Reference Index of the Segment Option. Currently the Segment Options calculate Segment Credits based on the S&P 500® Price Return Index (S&P 500® Index), the Russell 2000® Price Return Index (Russell 2000® Index), the MSCI EAFE Price Return Index (MSCI EAFE Index) or a weighted combination of the return on the three indices (the Performance Blend Segment Option) that is available in a Buffer Segment Option with a 6-year Segment Term. Additionally, the Contract offers Fixed Segment Options that determine Segment Credits at a guaranteed interest rate.

Index-Linked Segment Options offer different levels of protection. Floor Segment Options include a Floor, which establishes the maximum amount of negative Index Change that may be applied to determine Segment Credits for the Segment Option. Buffer Segment Options include a Buffer, which establishes the maximum amount of negative index performance on a Segment End Date that we will absorb before applying negative Segment Credits to the Segment Option. A negative Segment Credit will apply for any negative Index Change or Aggregate Index Change in excess of the Buffer Rate. Index-Linked Segment Options will also have a Cap Rate, which establishes the maximum positive Index performance that may be applied to the Segment Option, and a Participation Rate that is multiplied by positive Index performance after the application of the Cap to determine the amount of Segment Credits applied to the Segment Option. The Performance Blend Segment Option will also include Index Allocation Percentages to determine the Aggregate Index Change.

Segment Credits applied to the Index-Linked Segment Options on the Segment End Date will fluctuate in value based on the performance of the Reference Index, and you may lose money, including your principal and previously credited Segment Credits. Depending on the performance of the Reference Index and the Segment Option you select, such losses may be significant. Segment Credits will reflect only the difference in the value of the Reference Index on the Segment Start Date and the Segment End Date, which will vary from and can be significantly lower than the difference on intermediate dates during the Segment Term Period. In addition, the ongoing deduction of Segment Fees from Index-Linked Segment Option will reduce Segment Value.

The risk of loss becomes greater if you take a Withdrawal or surrender the Contract. The Interest Adjustment, which applies to all Withdrawals and surrenders during the first six Contract Years, will be negative if interest rates have risen since your Contract Date. The Equity Adjustment, which applies to Withdrawals and surrenders from Index-Linked Segment Options before the Segment End Date, may be negative even when the value of the Reference Index has increased or has declined less than the Buffer Rate for a Buffer Segment Option. Similarly, the Equity Adjustment may reduce the Segment Interim Value of a Floor Segment Option by more than the applicable Floor Rate. During the first six Contract Years, the Withdrawal Charge will further reduce proceeds payable on a Withdrawal greater than the Free Withdrawal amount or on a surrender of the Contract.

The Company is not an investment advisor and does not provide any investment advice to you with respect to the Contract. Athene Securities LLC (Athene Securities) is the distributing underwriter for the Contract and does not provide any investment advice to you with respect to the Contract. Prospective purchasers may apply to purchase a Contract through broker-dealers or other financial institutions that have entered into a selling agreement with Athene Securities.

The Contract is a complex insurance and investment vehicle. Before you invest, you should speak with your Financial Professional about the Contract’s features, benefits, risks, and fees and whether the Contract is appropriate for you based on your financial situation and objectives.

The prospectus describes all material rights and obligations under the Contract. You should study this prospectus and retain it along with a copy of the Contract for future reference.

All guarantees under the Contract are obligations of the Company and are subject to its creditworthiness and financial strength.

For additional information on risks associated with owning the Contract see Section 4 “Contract Risk Factors” on page 13.

Neither the Securities and Exchange Commission (SEC) nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus is not an offer to sell those securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

This Contract is not a bank deposit and is not insured by the FDIC or NCUSIF.

This Contract is a security. It involves investment risk and may lose value.

		Table of Contents
1.	Glossary		1
2.	At a Glance Product Summary		6
	General Product Description and Purpose		6
	Purchase Payment		6
	Issue Ages		6
	Segment Options		7
	Setting Your Segment Start and End Date		9
	Accessing Your Contract Value		10
	Interim Value Calculation		10
	Death Benefit		10
	Settlement Options Description		11
	Right to Cancel		11
3.	Contract Fees and Charges		11
	Segment Fees		11
	Withdrawal Charges		12
	Premium Tax		13
4.	Contract Risk Factors		13
	Risk of Loss		13
	Liquidity Risk		14
	Changes to Cap Rates, Participation Rates, Buffer Rates, Floor Rates, and Annual Interest Rates		14
	Risks Associated with Indices		15
	S&P 500® Price Return Index		15
	Russell 2000® Price Return Index		15
	MSCI EAFE Price Return Index		15
	Discontinuation or Substitution of an Index		15
	Elimination of Segment Options After the Withdrawal Charge Period		16
	Our Financial Strength and Claims-Paying Ability		16
	Regulatory Protection		16
	No Ownership of Underlying Securities		16
	The Separate Account		16
	Cybersecurity Risk		17
5.	About the Indices		17
	S&P 500® Price Return Index		17
	Russell 2000® Price Return Index		18
	MSCI EAFE Price Return Index		18
	The Performance Blend Segment Option		20
	Discontinuation or Substitution of an Index		20
6.	Ownership, Annuitants, Determining Life and Beneficiaries		21
	Owner, Joint Owner		21
	Annuitant, Joint Annuitants		22
	Death Benefit		22
	Beneficiary		23
	Change of Annuitant		23
	Change of Beneficiary		23
	Misstatement of Age or Gender		23
7.	Purchasing the Contract		24
	Purchase Payment		24
	Allocation of Purchase Payment		25
	Right to Cancel		26
8.	The Segment Options		26
	Fundamentals of a Buffer Segment Option		27
	Fundamentals of a Floor Segment Option		29

i

	Fundamentals of a Fixed Segment Option	31
	Cap Rates	32
	Participation Rate	32
	Annual Interest Rate	33
	Segment Term Period	33
	Setting the Cap Rates, Participation Rates, Segment Fee, and Annual Interest Rates	34
	Initial Segment Term Period Bailout Provision	34
9.	Transfer on Segment End Dates	34
	Transfers Between Segment Options by Request	34
10.	Contract Values	35
	Contract Value	35
	Segment Value	35
	Segment Interim Value	36
	Interest Adjustment	36
	Equity Adjustment	37
	Access to your Contract Value	39
	Free Withdrawals	41
	Required Minimum Distribution	42
	Confinement Waiver	42
	Terminal Illness Waiver	44
	The Separate Account	44
	The General Account	45
11.	Statements	45
12.	Annuity Phase	45
	Election of Option	45
	Settlement Options	46
	Death of Owner on or after the Annuity Date	47
13.	State Specific Contract Considerations	47
14.	Tax Information	48
	Tax Status of the Contracts	48
	1035 Exchanges	52
15.	Other Information	52
	Assignment	52
	Distribution	53
	Amendments to the Contract	54
	Misstatements	54
	Owner Questions	54
	State Regulation	54
	Evidence of Death, Age, Gender, or Survival	54
	Independent Auditors	54
	Legal Matters	54
16.	Information about the Company	54
	Reliance on Rule 12h-7	55
	Information on the Company’s Business and Property	55
	Legal Proceedings	61
	Directors and Executive Officers	63
	Executive Compensation	65
	Securities Ownership of Certain Beneficial Owners and Management	66
	Transactions with Related Persons, Promoters and Certain Control Persons	68
	Company Related Risk Factors	80
	Corporate Governance	86
	Selected Financial Data	87
	Note Regarding Forward Looking Statements	87

ii

Management’s Discussion and Analysis	90
Quantitative and Qualitative Disclosures about Market Risk	121
Financial Statements	123
Appendix A - Segment Interim Value Examples	A-1
Appendix B - State Variation Chart	B-1
Appendix C - Financial Statements	C-1

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1. Glossary

Accumulation Phase: The period of time between the Contract Date and the Annuity Date, unless the Contract is terminated.

Administrative Office: Mail Processing Center, P.O. Box 1555, Des Moines, IA 50306-1555; (888) 266-8489.

Aggregate Index Change: Used in the calculation of the Segment Credit on the Performance Blend Segment Option. This Segment Option uses three indices in its calculation. On the Segment End Date, we calculate the Index Change for each of these indices. The Aggregate Index Change is the sum of the Index Change for the best performing index multiplied by Index Allocation Percentage 1 (50%) plus the Index Change for the second best performing index multiplied by Index Allocation Percentage 2 (30%) plus the Index Change for the third best performing index multiplied by Index Allocation Percentage 3 (20%).

Annuitant, Joint Annuitant: The Annuitant is the natural person named on the Contract schedule whose life determines the Annuity Payments made under your Contract. We will allow you to name two natural persons on the application as Joint Annuitants. If there is a Joint Annuitant, the Joint Annuitant must be the Annuitant’s spouse.

Annuity Date: The Contract Anniversary on or first following the later of the Annuitant’s age 95, or the 10th Contract Anniversary. In the case of Joint Annuitants, the Annuity Date will be set based on the age of the older Joint Annuitant. You may select an earlier Annuity Date, which may be any time after the Contract Date, by Notice provided to us. The revised Annuity Date must be at least 10 days after our receipt of your Notice.

Annual Interest Rate: The annual rate used to calculate Segment Credits on the Fixed Segment Option.

Annuity Payments: Payments paid to you or your designated payee in accordance with the terms and conditions of the Settlement Option elected by the Owner. The payments are made by us and commence on the Annuity Date.

Annuity Phase: The phase of the Contract when Annuity Payments are being made.

Bailout Rate: The threshold rate(s) set for each Segment Option for use in the initial Segment Term Period bailout provision, provided at the time of application and printed in your Contract schedule. Each Fixed Segment Option will have a Bailout Annual Interest Rate. Each Index-Linked Segment Option will have a Bailout Cap Rate and a Bailout Participation Rate. If the Annual Interest Rate, Cap Rate, or Participation Rate set at the first Segment Start Date is less than the corresponding Bailout Rate for a Segment Option to which you have allocated funds, you may cancel your Contract during the first sixty (60) days after your Contract Date and receive your Purchase Payment less any Withdrawals.

Beneficiary: The person(s) or entity(ies) named by the Owner to receive the Death Benefit.

Buffer Rate (“Buffer”): The amount of negative Index Change that we will absorb when calculating Segment Credits for a Buffer Segment Option. A negative Segment Credit will apply for any negative Index Change or Aggregate Index Change in excess of the Buffer Rate.

Buffer Segment Option: An Index-Linked Segment Option that includes a Buffer Rate.

Business Day: Any day of the week except for Saturday, Sunday, and U.S. Federal holidays where U.S. stock exchanges are closed. Our Business Day ends at 4:00 p.m. Eastern Time.

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

Cash Surrender Value: The Interim Value adjusted for any applicable Withdrawal Charge. You may surrender your Contract by making a request to our Administrative Office at any time before the Annuity Date and before the Death Benefit becomes payable.

Company (“we”, “us”, “our”, “ours”): Athene Annuity and Life Company.

Confinement Waiver of Withdrawal Charges: The waiver of Withdrawal Charges on a Withdrawal from your Contract upon meeting certain qualification requirements.

Contract: The Single Purchase Payment Index-Linked Deferred Annuity Contract described by this prospectus.

Contract Anniversary: Any twelve-month anniversary of the Contract Date. For example, if the Contract Date is January 10, 2018, then the first Contract Anniversary is January 10, 2019.

Contract Date: The date your Contract is issued, as shown on the Contract schedule.

Contract Value: The Contract Value at any time is equal to the sum of the Segment Values.

Contract Year: The twelve-month period that begins on the Contract Date and each Contract Anniversary. For example, if the Contract Date is January 17, 2018, then the first Contract Year is the twelve-month period between January 17, 2018 and January 16, 2019.

Death Benefit: During the Withdrawal Charge Period, the Death Benefit will be equal to the greater of the Interim Value or the Purchase Payment less net proceeds from prior Withdrawals. After the Withdrawal Charge Period, the Death Benefit will be equal to the Interim Value. The Death Benefit will be calculated as of the date of death. If the Owner is changed or an additional Owner is added during the Withdrawal Charge Period, the Death Benefit will equal the Interim Value.

Equity Adjustment: A positive or negative adjustment to Segment Value that is applied to any Withdrawal from an Index-Linked Segment Option on a day other than a Segment End Date. The Equity Adjustment is equal to zero on the Segment End Date. The Equity Adjustment does not apply to a Fixed Segment Option.

Financial Professional: A registered representative of a broker-dealer that has a selling agreement with our principal underwriter, Athene Securities.

Fixed Segment Option: A Segment Option that calculates Segment Credits daily based on a declared Annual Interest Rate. A Fixed Segment Option does not include a Reference Index.

Free Withdrawal: A Withdrawal amount on which no Withdrawal Charge applies.

Floor Rate (“Floor”): The maximum negative Index Change that may be applied in the calculation of Segment Credits to a Floor Segment Option on the Segment End Date.

Floor Segment Option: An Index-Linked Segment Option that includes a Floor Rate.

2

Good Order: A request, including an application, is in Good Order if it contains all the information we require to process the request. Good Order also includes delivering information on the correct form, with any required certifications, guarantees, and/or signatures to our Administrative Office.

Holding Account: An account that holds the Purchase Payment until it is allocated to the Segment Options according to the Segment Allocation Percentages you select. Interest is credited daily to the Holding Account at the Holding Account Fixed Interest Rate.

Holding Account Fixed Interest Rate: The annual rate used to calculate interest credited on amounts held in the Holding Account.

Index Allocation Percentage: The percentage used to calculate the portion of Index Change from each index that will be used in the Aggregate Index Change for our Performance Blend Segment Option.

Index Change: The percentage change in the Index Price of the Reference Index for the selected Segment Option, as measured from the Segment Start Date to the Segment End Date.

Index-Linked Segment Option: Any Segment Option that is not the Fixed Segment Option. An Index-Linked Segment Option includes a Reference Index.

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

Interim Value: The Interim Value at any time is equal to the sum of the Segment Interim Values.

Interest Adjustment: A positive or negative adjustment to Segment Value that is applied to any Withdrawal during the first six years of the Contract, including Withdrawals taken on a Segment End Date. The Interest Adjustment approximates the change in value of debt instruments supporting the Contract, which we sell to fund the Withdrawal. The Interest Adjustment does not apply to any Withdrawal taken after the first six Contract Years.

IRA Account: The traditional Roth or other Individual Retirement Account established for the Owner and the Owner’s beneficiaries, through which a Contract may be purchased.

Non-Qualified Contract: A Contract that is not qualified for special tax treatment under sections of the Internal Revenue Code.

Notice, Notify, Notifying: Requests and information that you sign and that we receive and accept at our Administrative Office in any form offered by and acceptable to us.

Owner (“you”, “your”): The Contract Owner named in the application, or their successor or assignee if you provide Notice and the Company has acknowledged the assignment. If no Owner is named on the application, the Annuitant will be the Owner. If Joint Owners are named, all references to Owner shall mean the Joint Owners. The Joint Owner must be the Owner’s spouse.

3

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

Performance Blend Segment Option: A sub-type of the Buffer Segment Option that calculates an Aggregate Index Change using three underlying indices, rather than an Index Change based on a single underlying index.

Premium Tax: The amount of tax, if any, charged by the state or municipality in which your Contract is issued.

Purchase Payment: The amount you pay to us under your Contract, as shown on the Contract schedule. The Purchase Payment is due on the Contract Date. We may limit the amount of Purchase Payment that we will accept for your Contract.

Qualified Contract: A Contract that qualifies for special tax benefits under the Internal Revenue Code, such as a Section 408(b) Individual Retirement Annuity.

Qualified Care Facility: A facility licensed and operated as a Convalescent Care Facility, Hospice Facility or Hospital.

Reference Index: The index or indices used in the calculation of the Segment Credit for a Segment Option.

Right to Cancel Period: The period of time you may examine your Contract after you receive it. The Right to Cancel Period may vary according to state law.

Securities Act: The Securities Act of 1933, as amended.

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

Segment End Date: The last day of a Segment Term Period. The Segment Credit for Index-Linked Segment Options is calculated and applied to the Segment Value on the Segment End Date. The next Segment Start Date coincides with the Segment End Date.

Segment Fee: An annualized rate that is assessed daily as a percentage of the Segment Fee Base on Index-Linked Segment Options. The Segment Fee amount for that Segment Option is then deducted daily from that Segment Option’s Segment Value during the Accumulation Phase. The Segment Fee will never reduce the Segment Value below zero. The Segment Fee does not apply to Fixed Segment Options.

Segment Fee Base: The initial Segment Fee Base for each Segment Option during each Segment Term Period is the Segment Value on the Segment Start Date. The Segment Fee Base on any other day in the Segment Term Period is the Segment Value on the Segment Start Date less any Withdrawals deducted from the Segment Option through the prior Business Day. We use the Segment Fee Base to determine the Segment Fee amount we will deduct from that Segment Option’s Segment Value.

4

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

Segment Interim Value: The Segment Value adjusted for any applicable Equity Adjustment and Interest Adjustment.

Segment Start Date: The first date of a Segment Term Period.

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

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

Separate Account: The segregated account, established by the Company under Iowa Law in which we hold reserves for our guarantees under the Contract and our other general obligations. The portion of the assets of the Separate Account equal to the reserves and other Contract liabilities with respect to the Separate Account will not be chargeable with liabilities arising out of any other business we may conduct. As owner of the Contract, you do not participate in the performance of assets held in the Separate Account and do not have any direct claim on them. The Separate Account is not registered under the Investment Company Act of 1940.

Settlement Option: An option available under the Contract for receiving Annuity Payments, which we guarantee as to the dollar amount.

Spouses: Individuals who are recognized as legally married under Federal law.

Terminal Illness Waiver of Withdrawal Charges: The waiver of Withdrawal Charges on a Withdrawal from your Contract upon meeting certain qualification requirements.

Underlying IRA Holder: The natural person who is treated under the Internal Revenue Code as having a beneficial interest in the assets of a custodial or trusteed IRA Account.

Withdrawal: Unless otherwise specified, it is a Withdrawal of any type taken under your Contract, including a partial Withdrawal, a surrender of your Contract, payment of a Death Benefit or the application of Interim Value to a Settlement Option. Withdrawal refers to the amount of Contract Value withdrawn for such benefits prior to the application of Withdrawal Charges, Interest Adjustments, and Equity Adjustments. We do not treat the deduction of the Segment Fee amount as a Withdrawal.

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Withdrawal Charge: The charge we assess when you surrender the Contract or make a partial withdrawal during the first six Contract Years. The Withdrawal Charge is assessed on the Contract Value on any amounts withdrawn. The Withdrawal Charge does not apply to the Free Withdrawal amount.

Withdrawal Charge Period: The Contract years during which you pay a Withdrawal Charge on amounts withdrawn. The Withdrawal Charge Period ends when the Withdrawal Charge Rate declines to 0% in the Withdrawal Charge Rate schedule set forth in your Contract schedule.

Withdrawal Charge Rate: The percentage used to calculate the Withdrawal Charge.

2. At a Glance Product Summary

General Product Description and Purpose

Athene® Amplify is a Single Purchase Payment Index-Linked Deferred Annuity Contract that may help you accumulate retirement savings. The Contract is intended for long term investment purposes and is designed for people who are looking for a level of protection for their principal while providing potentially higher returns than are available on traditional fixed annuities. This Contract is not intended for someone who is seeking complete protection from downside risk.

The Contract can be owned in the following ways:

• Sole Owner who is an individual or trust with a natural person as grantor.

• Sole Owner who is an individual and his or her spouse as the Joint Owner or trust with a natural person and his or her spouse as grantors (available for Non-Qualified Contract only).

The Contract has an Accumulation Phase and an Annuity Phase. During the Accumulation Phase, you may allocate your Contract Value to available Segment Options that offer different levels of protection against investment loss. The Annuity Phase begins when you apply the Interim Value to a Settlement Option. Please see the “Annuity Phase” section for more details on the Annuity Phase. The following is a brief description of the key features related to the Contract. See the Glossary in the preceding pages for more detailed explanations of the terms in this section.

The Company is not an investment advisor and does not provide any investment advice to you in connection with the Contract.

Premium Taxes may be applicable in certain states. Premium Tax applicability and rates vary by state and may change. We reserve the right to deduct such tax from the Purchase Payment when received or from the Contract Value of your Contract upon any Withdrawal from your Contract or upon the surrender of your Contract, the election of a Settlement Option, or the payment of a Death Benefit.

Purchase Payment

• Minimum Purchase Payment: $10,000 (amounts less than this threshold may be accepted at the sole discretion of the Company)

• Maximum Purchase Payment: $1,000,000 (amounts exceeding this threshold may be accepted at the sole discretion of the Company)

Issue Ages

• Minimum Issue Age: 0

• Maximum Issue Age: 84

• These issue age limitations apply to Owners (if natural persons) and Annuitants

6

Segment Options

The Contract offers Floor Segment Options, Buffer Segment Options and Fixed Segment Options, which provide different levels of protection against investment losses. Each Segment Option will have a Segment Term Period. In addition, each Index-Linked Segment Option will have a Reference Index, a Cap Rate, a Participation Rate, and a Floor Rate or Buffer Rate. The Performance Blend Segment Option will also have Index Allocation Percentages. In addition, Index-Linked Segment Options will be subject to an annual fee rate, called the Segment Fee, equal to 0.95%. Segment Fees are set at issue and are guaranteed not to change for the life of the Contract. Each Fixed Segment Option will have an Annual Interest Rate. Segment Credits for Fixed Segment Options may not be negative. Segment Credits applied to the Index-Linked Segment Options on Segment End Dates may be negative if the value of the Reference Index declines.

• Floor Segment Options -

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

• Buffer Segment Options -

The Buffer Rate establishes the amount of loss attributable to negative index performance that we will absorb before we apply a negative Segment Credit to the Buffer Segment Option on a Segment End Date. A negative Segment Credit will apply for any negative Index Change or Aggregate Index Change in excess of the Buffer Rate. For example, if a Segment Option has a 10% Buffer Rate and the Index Change or Aggregate Index Change is -15%, the excess decline of 5% (-15% minus -10%) will be used to determine the Segment Credit. Theoretically, for a Segment Option with a 10% Buffer Rate, the negative Index Change or Aggregate Index Change that is used to calculate the Segment Credit may be as high as 90%, which could lead to a substantial loss of principal and previously credited Segment Credits. Consequently, selecting a Segment Option with a Buffer, rather than a Floor, will result in a larger negative Segment Credit during periods of steep declines in the stock market.

• Fixed Segment Options -

A Fixed Segment Option credits interest daily at a declared Annual Interest Rate. The daily rate is calculated as [(1+Annual Interest Rate) ^ (1/365)-1].

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The following Segment Options are currently available:

Segment Option	Index	Segment Term Period	Protection Level (Buffer or Floor Rate)
Buffer Segment Options:
1	S&P 500®	1-year	10%
2	Russell 2000®	1-year	10%
3	MSCI EAFE	1-year	10%
4	S&P 500®	2-year	10%
5	Russell 2000®	2-year	10%
6	MSCI EAFE	2-year	10%
7	S&P 500®	6-year	20%
8	Performance Blend (S&P 500®, Russell 2000®, MSCI EAFE)	6-year	10%
Floor Segment Options:
9	S&P 500®	1-year	10%
10	Russell 2000®	1-year	10%
11	MSCI EAFE	1-year	10%
12	S&P 500®	2-year	10%
13	Russell 2000®	2-year	10%
14	MSCI EAFE	2-year	10%
Fixed Segment Options:
15	N/A	1-year	N/A

In the table above, “N/A” denotes Not Applicable.

You may elect a Segment Option with a six-year Segment Term Period only during the first Contract Year. The Performance Blend Segment Option is available only as a Buffer Segment Option with a six-year Segment Term Period. After the first six Contract Years, you will be limited to One-Year Segment Options upon renewal. Six-Year Segment Options are not available for renewal. Two-Year Segment Options are not available for renewal after the first six Contract Years.

• Declaration of Rates

Each Index-Linked Segment Option will have a Cap Rate and Participation Rate. The Cap Rate is the maximum positive Index Change we will use to calculate the Segment Credit on a Segment End Date. If the Index Change is positive, we will multiply the lesser of the Index Change and the Cap Rate by the Participation Rate. Each Fixed Segment Option will have an Annual Interest Rate. For the initial Segment Term Period, we will determine the Cap Rate, Participation Rate, and Annual Interest Rate for each Segment Option on the Segment Start Date. You will not know the applicable rates at the time you purchase your Contract. But if the declared Cap Rate, Participation Rate or Annual Interest Rate for a Segment Option to which you have allocated Contract Value is lower than the Bailout Rate specified in your Contract schedule, you may cancel your Contract during the first sixty (60) days after your Contract Date and receive your Purchase Payment less any Withdrawals. See the section “Initial Segment Term Period Bailout Provision” for additional information. After the initial Segment Term Period has ended, we will notify you of the Cap Rate, Participation Rate, and Annual Interest Rate for each available Segment Option at least fifteen calendar days prior to the new Segment Start Date. The

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Cap Rate, Participation Rate, and Annual Interest Rate may be higher, lower, or the same as the Cap Rate, Participation Rate, and Annual Interest Rate offered during the previous Segment Term Period and may be significantly lower than the Bailout Rate provided for the first Segment Term Period, but will not be less than the Minimum Cap Rate, the Minimum Participation Rate, or the Minimum Annual Interest Rate shown for each Segment Option in the Contract schedule.

• Transfers -

On each Segment End Date, you will have the option of transferring all or part of your Segment Value among the available Segment Options. We will send you a letter at least fifteen calendar days prior to the Segment End Date advising you that your Segment Option is expiring and stating the new Cap Rate, Participation Rate, and Annual Interest Rate, as applicable, that will be available for the next Segment Term Period. You will have the choice of continuing in the Segment Option with the new Cap Rate, Participation Rate, and Annual Interest Rate or transferring your Segment Value to another Segment Option with the same Segment Start Date. See the section “Transfers Between Segment Options by Request” for additional information. If you do not inform us that you want to move all or part of your Segment Value to another Segment Option at least two Business Days prior to the next Segment Start Date, you will stay in the current Segment Option, subject to the new Cap Rate, Participation Rate, and Annual Interest Rate, as applicable. If you do not wish to allocate your Segment Value to any available Segment Option, you may surrender the Contract for the Cash Surrender Value on any date. Such surrender would be subject to any applicable Withdrawal Charge, Interest Adjustment, and Equity Adjustment.

• Initial Segment Term Period Bailout Provision -

For the initial Segment Term Period, if the declared Cap Rate, Participation Rate, or Annual Interest Rate for a Segment Option to which you have allocated Contract Value is less than the Bailout Rate we specified in your Contract schedule for the Segment Option, you may cancel the Contract during the first 60 days after your Contract Date and receive your Purchase Payment less any Withdrawals. No Withdrawal Charge, Interest Adjustment, or Equity Adjustment will apply if you exercise this provision.

Setting Your Segment Start and End Date

There are two dates each month when a new Segment Term Period may start. Your initial Segment Term Period will start on the 8th or 22nd day of the month, at which time your Purchase Payment plus any Holding Account interest will be allocated to the Segment Option(s) you have selected. Contracts which have been issued through the end of the Business Day prior to a scheduled Segment Start Date will participate in that Segment Start Date. Contracts which have been issued on or after a scheduled Segment Start Date will participate in the following Segment Start Date.

If the intended date for the initial Segment Start Date is not a Business Day, the Index Price from the prior Business Day will be used. If the date for the Segment End Date is not a Business Day, the Index Price from the prior Business Day will be used. The Segment End Date for maturing Segments will coincide with the next Segment Start Date. Below are some examples showing the effect holidays and weekends have on selecting the Segment Start and End Date Index Prices.

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If Segment End Date is scheduled on a holiday:	Segment End Date Index Price will be from:	Next Segment Start Date Index Price will be from:
Wednesday the 8th	Tuesday, the 7th	Tuesday, the 7th
If Segment End Date is scheduled on a weekend:	Segment End Date Index Price will be from:	Next Segment Start Date Index Price will be from:
Saturday the 22nd	Friday, the 21st	Friday, the 21st
If initial Segment Start Date is scheduled on a holiday:	Initial Segment Start Date Index Price will be from:
Friday the 22nd	Thursday, the 21st
If initial Segment Start Date is scheduled on a weekend:	Initial Segment Start Date Index Price will be from:
Sunday, the 8th	Friday, the 6th

Accessing Your Contract Value

During the Accumulation Phase before any Death Benefit becomes payable, you may access your Contract Value by surrendering the Contract or taking a partial Withdrawal. If you surrender your Contract or if you take a partial Withdrawal in excess of the Free Withdrawal amount during the first six Contract Years, a maximum Withdrawal Charge of 8% will apply. You may request a partial Withdrawal or surrender up to 60 days in advance of the day that the partial Withdrawal or surrender will occur.

Interim Value Calculation

Any Withdrawal, including any Free Withdrawal amount, will also be subject to an Interim Value calculation comprised of two components: an Interest Adjustment and an Equity Adjustment, each of which may increase or decrease your Withdrawal proceeds. An Interest Adjustment will apply if you take a Withdrawal at any time during the first six Contract Years, including Withdrawals taken on a Segment End Date. An Equity Adjustment will apply if you take a Withdrawal from an Index-Linked Segment Option on any date other than a Segment End Date. See the “Contract Values” section for additional information about how Interim Values are calculated. Even if Segment Credits are positive, the deduction of fees and charges, including Segment Fee amounts, Withdrawal Charges, and any applicable Equity Adjustments or Interest Adjustments, may reduce your Cash Surrender Value below your Purchase Payment and previously credited Segment Credits.

Death Benefit

If an Owner dies before the Annuity Phase of the Contract, we will pay the Death Benefit. During the Withdrawal Charge Period, the Death Benefit is equal to the greater of:

1. The Purchase Payment less net proceeds from prior Withdrawals; or

2. The Interim Value on the date of death.

Withdrawal Charges will not be applied in determining the Death Benefit payable to your Beneficiary. After the Withdrawal Charge Period, the Death Benefit will be equal to the Interim Value on the date of death. Net proceeds from prior Withdrawals are equal to the Contract Value withdrawn after the application of Withdrawal Charges, Interest Adjustments, and Equity Adjustments. Withdrawals do not include any Segment Fee amounts.

If the Owner is changed or a new Owner is added during the Withdrawal Charge Period, the Death Benefit will be equal to the Interim Value on the date of death.

See the “Death Benefit” section for more information.

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Settlement Options Description

The Annuity Phase commences when you or your designated payee begin receiving Annuity Payments under the Contract on the Annuity Date, according to the Settlement Option you select. You may select Annuity Payments based on the life of the Annuitant or Joint Annuitant, on the life subject to period certain or any other option acceptable to the Company. See the "Annuity Phase" section for information on available Settlement Options. The Annuity Phase ends when we make the last payment under your selected Settlement Option.

Right to Cancel

After you receive your Contract, you may examine it for 20 days (the "Right to Cancel Period"), or longer if required by state law (in some states, up to 30 days, or longer for replacement annuity Contracts), during which time you may cancel your Contract for any reason by Notifying us at our Administrative Office. Please see Appendix B to examine any applicable variations in your state.

If you exercise your right to cancel, the Contract will terminate and we will refund your Purchase Payment less any Withdrawals, unless applicable state or federal law requires otherwise. No Withdrawal Charge, Interest Adjustment, or Equity Adjustment will apply if you exercise your right to cancel your Contract during this period.

3. Contract Fees and Charges

You will pay the following fees and expenses when purchasing, owning, and taking a Withdrawal from the Contract.

Segment Fees

Indexed-Linked Segment Options include a Segment Fee equal to 0.95%. We deduct a Segment Fee amount daily from each Index-Linked Segment Option, starting on the Segment Start Date. The Segment Fee for a Segment Option is an annualized rate that is calculated on a daily basis as a percentage of that Segment Option’s Segment Fee Base.

On the Segment Start Date, the Segment Fee Base for a Segment Option is equal to the Segment Value of that Segment Option. For any other day during the Segment Term Period, the Segment Fee Base is equal to A-B, where:

A is the Segment Value on the Segment Start Date; and

B is any Withdrawals deducted from the Segment Option from the Segment Start Date through the prior

Business Day;

The Segment Fee amount deducted on any day is equal to the annualized Segment Fee rate divided by the number of calendar days in the current year of the Segment Term Period and multiplied by the Segment Fee Base on that day. For example, if you have elected a 2-Year Segment Option with a Segment Start date of February 8, 2019, the annualized rate will be divided by 365 during the first year of the Segment Term Period (from February 8, 2019 to February 8, 2020) and will be divided by 366 during the second year of the Segment Term Period (From February 8, 2020 to February 8, 2021) due to the leap year.

We begin calculating the daily Segment Fee amount on the Segment Start Date. Changes to the Segment Fee Base change the Segment Fee amount. For example, if you make a Withdrawal from a Segment Option, the Segment Fee Base and resulting Segment Fee amount for that Segment Option will decrease. We do not treat the deduction of the Segment Fee from a Segment Option as a Withdrawal in the determination of the Segment Fee Base or in the determination of the Death Benefit.

The deduction of the Segment Fee will never reduce Segment Value below zero. If the Segment Value is reduced to zero due to a Withdrawal, Transfer, or Segment Fee, we will cease the deduction of the Segment Fee from that Segment Option and no Segment Fees will accrue while the Segment Value is zero. If you chose to transfer

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or allocate funds to the Segment Option for a future Segment Term Period, Segment Fees will begin being deducted based on the Segment Value on the new Segment Start Date.

The Segment Fee amount is deducted daily before any other activity is processed on the Segment Value, including the calculation of Segment Credits. If you take a Withdrawal from a Segment Option, we deduct the Segment Fee amount for that Segment Option before processing the Withdrawal. On the Annuity Date, we deduct the Segment Fee amounts for all Segment Options before determining the Interim Value that will be used to calculate the Annuity Payments. Upon the death of any Owner (or, if the Owner is a non-natural person, any Annuitant), we deduct the Segment Fee amounts for all Segment Options before calculating the Death Benefit.

The Segment Fee compensates us for all of your Contract’s benefits and certain expenses and risks associated with the Contract, including the risk that current charges are less than future contract administration costs. If the Segment Fee is less than these costs and risks, we will bear the loss. If the Segment Fee covers these benefits and risks, any excess amount is profit to us. We anticipate making a profit from this fee.

Withdrawal Charges

If, during the first six Contract Years, you surrender your Contract or make a partial Withdrawal from your Contract in excess of the Free Withdrawal amount, we will assess a Withdrawal Charge. The Withdrawal Charge offsets promotion and distribution expenses and investment risks born by the Company.

The amount of the Withdrawal Charge depends on the length of time you have owned your Contract and the amount you withdraw. The Contract provides a Free Withdrawal privilege that allows you to withdraw 10% of your Contract Value as of the previous Contract Anniversary annually without incurring a Withdrawal Charge.

Contract Year	1	2	3	4	5	6	7+
Withdrawal Charge Rate	8%	8%	7%	6%	5%	4%	0%

Withdrawal Charges may vary by state, please see Appendix B.    

For purposes of calculating the Withdrawal Charge, we treat the Contract Year in which we receive your Purchase Payment as “Contract Year 1”.

We will deduct the Withdrawal Charge as a percentage of the Contract Value being withdrawn, excluding the Free Withdrawal amount, as applicable. The Withdrawal Charge will be calculated as the Contract Value associated with the Withdrawal multiplied by the applicable Withdrawal Charge Rate.

On surrender, you will receive the Interim Value reduced by any applicable Withdrawal Charges. Free Withdrawal amounts do not apply to surrenders. If you surrender your Contract, a Withdrawal Charge will be applied to any Free Withdrawal amounts previously taken in the same Contract Year.

We will not assess the Withdrawal Charge on:

• Free Withdrawal amounts;

• Death Benefit proceeds;

• Partial Withdrawals taken as Required Minimum Distributions under the Internal Revenue Code (see the “Required Minimum Distribution” section below);

• Withdrawals taken after the sixth Contract Year;

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• A qualifying Withdrawal under the Confinement Waiver (see the “Confinement Waiver” section below);

• A qualifying Withdrawal under the Terminal Illness Waiver (see the “Terminal Illness Waiver” section below);

• The application of the Interim Value to a Settlement Option;

• Payments during the Annuity Phase; or

• Withdrawals taken under the initial Segment Term Period bailout provision (See the “Initial Segment Term Period Bailout Provision” section below).

During the Accumulation Phase, you are entitled to a Free Withdrawal amount each year. We also reserve the right to waive the Withdrawal Charge in certain circumstances. For information on Free Withdrawal amounts and Withdrawal Charge waivers, see the “Contract Values” section. Any Free Withdrawal amount not used in a Contract Year may not be carried forward to a future Contract Year.

Premium Tax

Premium Tax………………………………………..3.5%

(as a percentage of the Purchase Payment)

We may be required to pay state Premium Taxes, currently ranging from 0% to 3.5%, in connection with a Purchase Payment or values under the Contract. Depending upon applicable state law, we may deduct charges for the Premium Taxes we incur with respect to your Purchase Payments, from amounts withdrawn or from the amount applied under a Settlement Option. In some states, charges for both direct Premium Taxes and retaliatory Premium Taxes may be imposed at the same or different times with respect to the same Purchase Payment, depending on applicable state law. Premium Tax is not currently deducted, but we reserve the right to do so in the future. The maximum charge we may deduct if we exercise the right in accordance with state law is currently 3.5%.

4. Contract Risk Factors

Your Contract has various risks associated with it. We list these risk factors below, as well as other important information you should know before purchasing a Contract.

Risk of Loss

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

If there is a steep decline in the Reference Index, the risk of loss due to negative Segment Credits is substantially higher on a Buffer Segment Option than a Floor Segment Option where the Buffer Rate and the Floor Rate are identical. For example, if two otherwise identical Segment Options have a Buffer Rate of 10% and a Floor Rate of 10%, respectively, and the Reference Index declines by 30% during the Segment Term Period, the Segment Credit for the Buffer Segment Option will use a a rate of -20% (the excess of the 30% decline over the 10% Buffer Rate), while the rate used for the Floor Segment Option will be limited to -10% (the actual decline, up to the 10% Floor Rate). The risk of loss on the Performance Blend Segment Option may differ from Buffer Segment Options based on a single Reference Index because the Segment Credit applied on the Performance Blend Segment Option is based on the ranked and weighted performance of three indices, which may have different returns.

The Index Change or Aggregate Index Change used in the determination of Segment Credits for the Index-Linked Segment Options reflects only the difference in the value of the Reference Index on the Segment Start Date

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and the Segment End Date. Therefore, the Segment Credit will be different than and could be significantly lower than the performance of the Reference Index at intermediate points during or through most of the Segment Term Period.

The risk of loss becomes greater if you take a Withdrawal or surrender the Contract. The Interest Adjustment, which applies to all Withdrawals and surrenders during the first six Contract Years, will be negative if interest rates have risen since your Contract Date. The Equity Adjustment, which applies to Withdrawals and surrenders from Index-Linked Segment Options before the Segment End Date, may be negative even when the value of the Reference Index has increased or has declined less than the Buffer Rate for a Buffer Segment Option. Similarly, the Equity Adjustment may reduce the Segment Interim Value of a Floor Segment Option by more than the applicable Floor Rate. During the first six Contract Years, the Withdrawal Charge will further reduce proceeds payable on a Withdrawal greater than the Free Withdrawal amount or on a surrender of the Contract.

Liquidity Risk

We designed the Contract to be a long-term investment, which you can use to help build and provide income for retirement. As such, it is not suitable as a short-term investment vehicle. You may withdraw up to 10% of your Contract Value annually without incurring a Withdrawal Charge; however, this amount may still be subject to an Interest Adjustment and Equity Adjustment. An Interest Adjustment will apply if you take a Withdrawal at any time during the first six Contract Years, including on a Segment End Date. An Equity Adjustment will apply if you take a Withdrawal from an Index-Linked Segment Option on any date other than a Segment End Date.

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

Changes to Cap Rates, Participation Rates, Buffer Rates, Floor Rates, and Annual Interest Rates

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

We declare a Cap Rate for each new Segment Term Period for Index-Linked Segment Options. The Cap Rate for a new Segment Term Period may be higher, lower, or equal to the Cap Rate for the current Segment Term Period. If it is lower, it will reduce the amount of positive Segment Credit you may receive. You risk the possibility that the Cap Rate declared for a new Segment Term Period will be lower than you would find acceptable.

We declare a Participation Rate for each new Segment Term Period for Index-Linked Segment Options. The Participation Rate for a new Segment Term Period may be higher, lower, or equal to the Participation Rate for the current Segment Term Period. If it is lower, it will reduce the amount of positive Segment Credit you may receive. You risk the possibility that the Participation Rate declared for a new Segment Term Period will be lower than you would find acceptable.

We declare an Annual Interest Rate for each new Segment Term Period for the Fixed Segment Options. The Annual Interest Rate for a new Segment Term Period may be higher, lower, or equal to the Annual Interest Rate for

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the current Segment Term Period. If it is lower, it will reduce the amount of Segment Credit you will receive. You risk the possibility that the Annual Interest Rate declared for a new Segment Term Period will be lower than you would find acceptable.

Risks Associated with Indices

Index-Linked Segment Options do not directly participate in the returns of the underlying securities of any Reference Index and do not receive any dividends that may become payable on the underlying securities. The Index Change would be higher if the dividends from the underlying securities were included.

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

S&P 500® Price Return Index.

The S&P 500® 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, especially during periods of economic expansion.

Russell 2000® Price Return Index.

The Russell 2000® Index is comprised of equity securities of small-capitalization U.S. companies. In general, the securities of small-capitalization companies may be more volatile and may involve more risk than the securities of larger companies.

MSCI EAFE Price Return Index.

MSCI EAFE Index is an equity index that captures large and mid-cap representation across developed markets around the world. The securities comprising the MSCI EAFE Price Return Index are subject to the risks related to investments in foreign markets (e.g. increased price volatility; changing currency exchange rates; and greater political, regulatory, and economic uncertainty). In general, foreign markets may be less liquid, more volatile, and subject to less government supervision than domestic markets.

Discontinuation or Substitution of an Index

We have the right to discontinue or substitute an existing Reference Index for a comparable index prior to the Segment End Date if:

• Any Reference Index is discontinued,

• We are engaged in a contractual dispute with the Reference Index provider,

• We determine that our use of the Reference Index should be discontinued because, for example, changes to the Reference Index make it impractical or expensive to purchase securities or derivatives to hedge the Reference Index, or

• There is a substantial change in the calculation of the Reference Index, resulting in significantly different values and performance.

Although we will attempt to choose a new index that has a similar investment objective and risk profile to the existing Reference Index, there is risk that the performance of the new index may not be as good as the performance of the existing Reference Index. As a result, funds allocated to the substituted index may earn a return that is lower than the return they would have earned if the index were not substituted. The substituted index will also

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be incorporated within the Performance Blend Segment Option. If we substitute a Reference Index, we will Notify you at your last known address that we have on file, at least 30 days in advance of the substitution date.

If a Reference Index is discontinued and a similar Reference Index cannot be found, funds allocated to the discontinued Reference Index will not participate in any index performance during the period from the discontinuation until the Segment End Date.

Elimination of Segment Options After the Withdrawal Charge Period

Segment Options beyond the Withdrawal Charge Period will be limited to one-year Segment Term Periods. Segment Options with a two-year Segment Term Period expiring on or after the last day of the Withdrawal Charge Period will automatically transfer the Segment Value to the Segment Option’s one-year counterpart at the end of the Segment Term Period, unless you instruct otherwise. Segment Options with a six-year Segment Term Period are available only during the first Contract Year. If you do not request a Transfer of the Segment Value of an expiring Segment Option with a six-year Segment Term Period or withdraw the Segment Value, we will allocate the Segment Value to the Fixed Segment Option with the shortest Segment Term Period.

Our Financial Strength and Claims-Paying Ability

No company other than Athene Annuity and Life Company has any legal responsibility to pay amounts owed under the Contract. You should look to the financial strength of the Company for its claims-paying ability. See “Company Risk Factors”.

Regulatory Protection

The Company is not an investment company and is not registered as an investment company under the Investment Company Act of 1940. The protections provided to investors by that Act are not applicable to the Contract.

No Ownership of Underlying Securities

Purchasing the Contract is not equivalent to purchasing shares in a mutual fund that invests in securities comprising the indices, nor is it equivalent to directly investing in such securities. Hence, you will not be investing in the Reference Index, in any stock included in the Reference Index, in a mutual fund or exchange-traded fund that tracks the Reference Index, or any underlying securities.

The Separate Account

The Separate Account, in which we hold reserves for guarantees we provide under the Contract, is established under Iowa law. The portion of the assets of the Separate Account equal to the reserves and other Contract liabilities with respect to the separate account will not be chargeable with liabilities arising out of any other business we conduct. Contract Owners do not participate in the performance of assets held in the Separate Account and do not have any claim on such assets. The Separate Account is not registered under the Investment Company Act of 1940.

We own the assets of the Separate Account, as well as any favorable investment performance on those assets. We are obligated to pay all money we owe under the Contract. If the obligation exceeds the assets of the Separate Account, funds will be transferred to the Separate Account from our General Account. We may, as permitted by applicable State law, transfer all assets allocated to the Separate Account to our General Account.

General Account assets support guarantees under the Contract as well as our other general obligations. General Account assets are not segregated for the benefit of any particular contract or obligation. We guarantee all benefits relating to your value in the Contract, regardless of whether assets supporting it are held in the Separate Account or our General Account. You should look to the financial strength of the Company for its claims-paying ability.

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Cybersecurity Risk

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

5. About the Indices

S&P 500® Price Return Index

The S&P 500® Price Return Index was established by Standard & Poor’s. The S&P 500® Price Return Index includes 500 leading companies in leading industries of the US economy, capturing 75% coverage of U.S. Equities. The S&P 500® Price Return Index does not include dividends declared by any of the companies included in this Index.

S&P Dow Jones Indices LLC requires that the following disclaimer be included in this Prospectus:

The S&P 500® (the “Index”) is a product of S&P Dow Jones Indices LLC or its affiliates (“SPDJI”), and has been licensed for use by Athene Annuity and Life Company. Standard & Poor’s® and S&P 500® are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by Athene Annuity and Life Company.

Athene Annuity and Life Company’s Products are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, any of their respective affiliates (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices makes no representation or warranty, express or implied, to the owners of the Athene Annuity and Life Company’s Products particularly or the ability of the S&P 500® to track general market performance. S&P Dow Jones Indices’ only relationship to Athene Annuity and Life Company with respect to the S&P 500® is the licensing of the S&P 500® and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The S&P 500® is determined, composed and calculated by S&P Dow Jones Indices without regard to Athene Annuity and Life Company or the Athene Annuity and Life Company’s Products. S&P Dow Jones Indices have no obligation to take the needs of Athene Annuity and Life Company or the owners of Athene Annuity and Life Company’s Products into consideration in determining, composing or calculating the S&P 500®. S&P Dow Jones Indices are not responsible for and have not participated in the determination of the prices, and amount of Athene Annuity and Life Company’s products or the timing of the issuance or sale of Athene Annuity and Life Company’s Products or in the determination or calculation of the equation by which Athene Annuity and Life Company’s products are to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices have no obligation or liability in connection with the administration, marketing or trading of Athene Annuity and Life Company’s Products. There is no assurance that investment products based on the S&P 500® will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment advisor.

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Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice.

S&P DOW JONES INDICES DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY ATHENE ANNUITY AND LIFE COMPANY, OWNERS OF THE ATHENE ANNUITY AND LIFE COMPANY’S PRODUCTS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND ATHENE ANNUITY AND LIFE COMPANY, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.

Russell 2000® Price Return Index

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

The LSE Group requires that the following disclosure be included in this Prospectus:

Athene® Amplify (the “Product”) has been developed solely by Athene Annuity and Life Company. The Product is not in any way connected to or sponsored, endorsed, sold or promoted by the London Stock Exchange Group plc and its group undertakings (collectively, the “LSE Group”). FTSE Russell is a trading name of certain of the LSE Group companies.

All rights in the Russell 2000 Index (the “Index”) vest in the relevant LSE Group company which owns the Index. “Russell®” and “Russell 2000®” are trade-marks of the relevant LSE Group company and are used by any other LSE Group company under license.

The Index is calculated by or on behalf of FTSE International Limited or its affiliate, agent or partner. The LSE Group does not accept any liability whatsoever to any person arising out of (a) the use of, reliance on or any error in the Index or (b) investment in or operation of the Product. The LSE Group makes no claim, prediction, warranty or representation either as to the results to be obtained from the Product or the suitability of the Index for the purpose to which it is being put by Athene Annuity and Life Company.

MSCI EAFE Price Return Index

The MSCI EAFE Price Return Index is a free float-adjusted market capitalization index that is designed to measure the equity performance of developed markets, excluding the US and Canada. As of the date of this prospectus, the MSCI EAFE consists of securities from the following 21 developed countries: Australia, Austria,

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Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. The MSCI EAFE Price Return Index does not include dividends declared by any of the companies included in this Index.

MSCI Inc. requires that the following disclosure be included in this Prospectus:

THIS PRODUCT IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI INC. (“MSCI”), ANY OF ITS AFFILIATES, ANY OF ITS INFORMATION PROVIDERS OR ANY OTHER THIRD PARTY INVOLVED IN, OR RELATED TO, COMPILING, COMPUTING OR CREATING ANY MSCI INDEX (COLLECTIVELY, THE “MSCI PARTIES”). THE MSCI INDEXES ARE THE EXCLUSIVE PROPERTY OF MSCI. MSCI AND THE MSCI INDEX NAMES ARE SERVICE MARK(S) OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY ATHENE ANNUITY AND LIFE COMPANY. NONE OF THE MSCI PARTIES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER PERSON OR ENTITY REGARDING THE ADVISABILITY OF INVESTING IN PRODUCTS GENERALLY OR IN THIS PRODUCT PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI INDEXES WHICH ARE DETERMINED, COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THIS PRODUCT OR THE ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER PERSON OR ENTITY. NONE OF THE MSCI PARTIES HAS ANY OBLIGATION TO TAKE THE NEEDS OF THE ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER PERSON OR ENTITY INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE MSCI INDEXES. NONE OF THE MSCI PARTIES IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THIS PRODUCT TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY OR THE CONSIDERATION INTO WHICH THIS PRODUCT IS REDEEMABLE. FURTHER, NONE OF THE MSCI PARTIES HAS ANY OBLIGATION OR LIABILITY TO THE ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF THIS PRODUCT.

ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES THAT MSCI CONSIDERS RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER OF THE PRODUCT, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. FURTHER, NONE OF THE MSCI PARTIES MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND THE MSCI PARTIES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO EACH MSCI INDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL ANY OF THE MSCI PARTIES HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

No purchaser, seller or holder of this product, or any other person or entity, should use or refer to any MSCI trade name, trademark or service mark to sponsor, endorse, market or promote this product without first contacting MSCI to determine whether MSCI’s permission is required. Under no circumstances may any person or entity claim any affiliation with MSCI without the prior written permission of MSCI.

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The Performance Blend Segment Option

The Contract also offers a 6-year Buffer Segment Option that bases Segment Credits on a weighted average return of the S&P 500®, Russell 2000®, and MSCI EAFE indices. The return is calculated based on the relative performance of the underlying indices, with 50% of the Segment Credit being based on the index with the best performance (i.e. the largest positive or least negative Index Change) on the Segment End Date, 30% of the Segment Credit being based on the index with the next best performance (i.e. next best positive or negative Index Change) on the segment End Date and 20% of the Segment Credit being based on the index with worst performance (i.e. the largest negative Index Change on the Segment End Date, or, if no index had a negative Index Change, the index with the smallest positive Index Change) on the Segment End Date.

Discontinuation or Substitution of an Index

There is no guarantee that a Reference Index will be available for the entire term of your Contract.

We have the right to discontinue or substitute an existing Reference Index for a comparable index prior to the Segment End Date if:

• Any Reference Index is discontinued,

• We are engaged in a contractual dispute with the Reference Index provider,

• We determine that our use of the Reference Index should be discontinued because, for example, changes to the Reference Index make it impractical or expensive to purchase securities or derivatives to hedge the Reference Index, or

• There is a substantial change in the calculation of the Reference Index, resulting in significantly different values and performance.

We would attempt to choose a new Reference Index that has a similar investment objective and risk profile to the original Reference Index. The selection criteria for a suitable alternative Reference Index include the following:

1. There is a sufficiently large market in exchange traded and/or over-the-counter options, futures, and similar derivative instruments based on the index to allow the Company to hedge Segment Credits;

2. The index is recognized as a broad-based index for the relevant market; and

3. The publisher of the index allows the Company to use the index in the Contract and other materials for a reasonable fee.

If a Reference Index is discontinued or substituted, we will Notify you of the change, at your last known address on file with us, at least 30 days in advance of the substitution date. Any substituted index will also be incorporated within the Performance Blend Segment Option. Any substituted index will be submitted for prior approval to the insurance regulatory authority of the state in which your Contract is issued.

Any change in Reference Index may affect the Segment Credit you earn. If we discontinue any Reference Index during a Segment Term Period and a similar Reference Index can be found, we will determine the Index Change for the Segment Term Period by adding together the percentage change in the original Reference Index from the Segment Start Date until the date of the substitution and the percentage change in the substituted Reference Index from the date of the substitution until the Segment End Date. The Cap Rate, Participation Rate, and Floor Rate or Buffer Rate that were established on the Segment Start Date will be applied to this sum. The resulting Segment Credit will be added to your Segment Value on the scheduled Segment End Date.

Although we will attempt to choose a new index that has a similar investment objective and risk profile to the existing Reference Index, there is risk that the performance of the new index may not be as good as the performance of the existing Reference Index. As a result, funds allocated to the substituted index may earn a return that is lower than the return they would have earned if the index were not substituted. The substituted index will also be incorporated within the Performance Blend Segment Option.

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If we discontinue any Reference Index during a Segment Term Period and a similar Reference Index cannot be found, we will end the affected Segment Options prematurely by calculating the Segment Credit as of the date the Reference Index is discontinued based on the Index Price and Cap Rate, Participation Rate, and Floor or Buffer Rate that were established on the applicable Segment Start Date. The Performance Blend Segment Option will calculate the Segment Credit based on the Index Prices (for all three underlying indices) as of the date the Reference Index is discontinued and on the Cap Rate, Participation Rate, and Buffer Rate established on the Segment Start Date. The resulting Segment Credit will be added to your Segment Value on the scheduled Segment End Date, which will be later than the date when the Reference Index is discontinued unless the Reference Index is discontinued on the Segment End Date. If a Reference Index is discontinued and a similar Reference Index cannot be found, funds allocated to the discontinued Reference Index will not participate in any index performance from the discontinuation until the Segment End Date, and the Company will not have any exposure to index performance during this period. You may elect to have the Segment Value transferred to one or more of the available Segment Options on the scheduled Segment End Date by providing us Notice no later than two Business Days prior to your scheduled Segment End Date. If you do not provide us Notice of such election, the Segment Value will be automatically transferred to the Fixed Segment Option with the shortest Segment Term Period on the scheduled Segment End Date.

The Segment Term Period and all applicable rates for the affected Segment Option, including the Cap Rate, Participation Rate, Floor Rate or Buffer Rate, Segment Fee, and Index Allocation Percentages (for the Performance Blend Segment Option) will not change due to the substitution of a Reference Index during the Segment Term Period. As described in Section 8 (“The Segment Options”), we may change the Cap Rate and Participation Rate for any subsequent Segment Term Period, which would be communicated to you in advance.

If we discontinue any Reference Index during a Segment Term Period and a similar Reference Index cannot be found, the Segment Value will be automatically transferred to the Fixed Segment Option with the shortest Segment Term Period on the scheduled Segment End Date. Alternatively, you may elect to have the Segment Value transferred to one or more of the available Segment Options on the scheduled Segment End Date by providing us Notice.

If we discontinue any Reference Index during a Segment Term Period and a similar Reference Index can be found, the Segment Value will remain in the Segment Option with the substituted Reference Index on the Segment End Date unless you provide Notice of your election to transfer the Segment Value to a different Segment Option.

If you are not satisfied with the available Reference Index options, following a discontinued or substituted Reference Index, you make take a partial Withdrawal or surrender the Contract subject to any applicable Withdrawal Charges, Equity Adjustments, and Interest Adjustments. Transfers from the affected Segment Option to other available Segment Options on the Contract are not permitted until the scheduled Segment End Date.

6. Ownership, Annuitants, Determining Life and Beneficiaries

Owner, Joint Owners

Owner means the person entitled to the ownership rights under the Contract, as named in the application. The Owner names the Annuitant or Joint Annuitant. If Joint Owners are named, as permitted for Non-Qualified Contracts only, all references to Owner shall mean Joint Owners. Joint Owners must be one another’s Spouse as of the Contract Date and must both be natural persons. All rights described in your Contract may be exercised by you, subject to the rights of any assignee on record with us and any irrevocably named Beneficiary. You may request to change an Owner by Notifying us. We will not be bound by an assignment until we acknowledge it. If your Contract is assigned, the assignment will take effect as of the date you signed the Notice, unless you specify otherwise,

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subject to any payments made or actions taken by us prior to receipt of this Notice. We have no liability under any assignment for our actions or omissions done in good faith. We shall not be liable for any tax consequences you may incur due to a change of Owner designation.

Annuitant, Joint Annuitants

The Annuitant is the natural person named on the Contract schedule. The Annuitant is the person whose life determines the Annuity Payments made under your Contract. We will allow you to name two natural persons on the application to serve as Joint Annuitants. If there is a Joint Annuitant, the Joint Annuitant must be the Annuitant’s spouse.

Death Benefit

If any Owner (or, if the Owner is a non-natural person, any Annuitant) dies prior to the Annuity Date, we will pay the Death Benefit to the Beneficiary. During the Withdrawal Charge Period, the Death Benefit is the greater of:

1. The Purchase Payment less net proceeds from prior Withdrawals; and

2. The Interim Value on the date of death (See the “Contract Values” section for more information).

Net proceeds from prior Withdrawals are equal to the Contract Value withdrawn after the application of Withdrawal Charges, Interest Adjustments, and Equity Adjustments. Withdrawals do not include any amount deducted for the payment of Segment Fees. Withdrawal Charges will not be applied in determining the Death Benefit payable to your Beneficiary.

After the Withdrawal Charge Period, the Death Benefit will be the Interim Value on the date of death (See the “Contract Values” section for information on determining the Interim Value). If the Owner is a natural person and the Owner is changed or an additional Owner is added (or if the Owner is a non-natural person and the Annuitant is changed or an additional Annuitant is added), except through the continuation of the Contract as a surviving spouse as described below, the Death Benefit will be the Interim Value on the date of death.

We will pay the Death Benefit within five (5) years of the death of the Owner. If the Beneficiary is a natural person, such Beneficiary may elect for the Death Benefit to be distributed over the life of the Beneficiary, or over a period not extending beyond the life expectancy of the Beneficiary, provided we are Notified of that election within 60 days of the Death Benefit being payable and such distributions begin no later than one year after the Owner’s death.

Upon the death of any Joint Owner, where the surviving spouse is the surviving Joint Owner, the surviving Joint Owner will become the Beneficiary to whom the Death Benefit will be paid, and any other Beneficiary designation on record at the time of the death will be treated as a contingent Beneficiary.

If the Beneficiary is the deceased Owner’s surviving spouse, the surviving spouse may elect to continue the Contract as the sole Owner in lieu of receiving the Death Benefit. The Death Benefit payable upon the death of a spouse who has continued the Contract will be based on the greater of the Purchase Payments less net proceeds from prior Withdrawals and the Interim Value on the continuing spouse’s date of death during the remainder of the Withdrawal Charge Period and will be based on the Interim Value on the continuing spouse’s date of death thereafter. This provision relating to the surviving spouse can only apply once, it cannot apply a second time if the surviving spouse elects to continue the Contract, remarries, and then dies.

All elections must be made by submitting the appropriate paperwork to us in Good Order.

If the Annuitant is not an Owner and dies prior to the Annuity Date, you may designate a new Annuitant,

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subject to our underwriting rules then in effect. If no designation is made within 30 days of death of the Annuitant, the younger of you or any Joint Owner will become the Annuitant.

If the Owner is a non-natural person, then the death of the Annuitant will be treated as the death of the Owner and a new Annuitant may not be designated.

Before we will pay the Death Benefit, we must receive proof of death at our Administrative Office in a form and manner satisfactory to us, which includes:

• Copy of death certificate while the Contract was in effect;

• Our claim form properly completed from each Beneficiary, as applicable; and

• Any other documents required by law.

Beneficiary

The following rules apply unless otherwise permitted by us in accordance with applicable law:

• No Beneficiary has any rights in your Contract until the Beneficiary is entitled to the Death Benefit. If the Beneficiary, including an irrevocable Beneficiary, dies before that time, all rights of that Beneficiary will end at their death.

• If no Beneficiary has been named or if no Beneficiary is alive at the time of death of the Owner or Annuitant whose death caused the Death Benefit to be payable, then the Beneficiary is the estate of the deceased Owner or Annuitant whose death caused the Death Benefit to be payable. If the death of both Joint Annuitants or Joint Owners, as applicable, occurs simultaneously, the estates of both will be the Beneficiary in equal shares. This paragraph does not apply if there is a named Beneficiary and such Beneficiary is an entity.

• If you have not designated how the Death Benefit is to be distributed and two or more Beneficiaries are entitled to the Death Benefit, the surviving Beneficiaries and any Beneficiaries that are entities will share the Death Benefit equally.

• Unless you Notify us otherwise, if you have designated how the Death Benefit is to be distributed and a Beneficiary dies prior to the time such Beneficiary is entitled to the Death Benefit, the portion of the Death Benefit designated to the deceased Beneficiary will be divided among the surviving Beneficiaries and Beneficiaries that are entities on a pro rata basis. In other words, each surviving Beneficiary’s or each entity Beneficiary’s interest in the Death Benefit will be divided by the sum of the interests of all such surviving or entity Beneficiaries to determine the percentage each Beneficiary will receive of the deceased Beneficiary’s original interest in the Death Benefit.

Change of Annuitant

Prior to the Annuity Date, you may change the Annuitant by Notifying us. A change will take effect as of the date you signed the Notice. The Annuitant may not be changed in a Contract which is owned by a non-natural person, unless the Contract is being continued by a surviving spouse as sole Beneficiary.

The Annuitant cannot be changed on or after the Annuity Date.

Change of Beneficiary

Prior to the date the Death Benefit becomes payable, you may change a Beneficiary by Notifying us. You may name one or more contingent Beneficiaries. The interest of any named irrevocable Beneficiary cannot be changed without the consent of such Beneficiary. A change will take effect as of the date you signed the Notice. Any change is subject to payment or other action taken by us before the Notice was received by us.

Misstatement of Age or Gender

If the age of an Owner or Annuitant has been misstated and your Contract was issued after the maximum

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issue age, we will refund the Purchase Payment paid less any prior Withdrawals or distributions and we will void your Contract. The maximum issue age is shown on the Contract schedule.

If the age or gender of an Annuitant has been misstated, the amount we will pay in the Annuity Phase will be that which the Purchase Payment paid would have purchased if the correct age and gender had been stated. Age will be calculated as the age at the last birthday of that Annuitant. Any underpayments made by us will be immediately paid in one sum with interest compounded at the rate of 1.00% per year. Any overpayments made by us will be charged against the next succeeding Annuity Payment or payments with interest compounded at the rate of 1.00% per year.

7. Purchasing the Contract

You are required to purchase the Contract through a registered representative of a broker-dealer that has a selling agreement with our principal underwriter, Athene Securities.

The Contract is a Single Purchase Payment Index-Linked Deferred Annuity. The Contract may be individually or jointly owned. The Contract issued in your state may provide different features and benefits from, and impose different costs than, those described in this prospectus because of state law variations. These differences may include rights to cancel, issue age limitations, and the general availability of certain features. This prospectus describes the material rights and obligations of an Owner. It also sets forth the maximum fees and charges for all Contract features and benefits. All material state variations to the Contract, as well as state variations to the Right to Cancel, are disclosed in the attached “Appendix B - State Variation Chart”. You should read and retain your Contract, amendments, and or/endorsements along with a copy of this Prospectus.

The Contract has two periods: an Accumulation Phase and an Annuity Phase. During the Accumulation Phase, the Contract Value accrues Segment Credits on a tax-deferred basis based on the Segment Options that you select. If you select Index-Linked Segment Options, the Segment Credits may be positive or negative based on the performance of the Reference Index. The Contract Value may also grow on a tax-deferred basis based on a declared Annual Interest Rate associated with a Fixed Segment Option. You will be taxed on Contract gains when you make a Withdrawal or receive an Annuity Payment. An Interest Adjustment will apply if you take a Withdrawal at any time during the first six Contract Years, including on a Segment End Date. An Equity Adjustment will apply if you take a Withdrawal from an Index-Linked Segment Option on any date other than a Segment End Date. Contract Withdrawals taken during the first six years of the Contract are subject to a Withdrawal Charge of up to 8%.

The Annuity Phase commences when you or a designated payee begin receiving Annuity Payments under the Contract. At the start of the Annuity Phase, you can choose a Settlement Option offered under the Contract. Annuity Payments will start on the Annuity Date and continue based on the Settlement Option you elect. The Contract offers Annuity Payments based on the life of the Annuitant or Joint Annuitant or on any other basis acceptable to the Company. The Annuity Phase ends when we make the last Annuity Payment under your selected Settlement Option.

Purchase Payment

The Purchase Payment is the amount you pay to us under your Contract. The minimum Purchase Payment without prior approval by the Company is $10,000. The Purchase Payment cannot exceed $1,000,000 without prior approval by the Company. We do not accept additional Purchase Payments.

Once we receive your Purchase Payment and all necessary information in Good Order at our Administrative Office, we issue the Contract and allocate your payment to the Holding Account. A request is in Good Order if it contains all the information we require to process the request. If you do not give us all the information we need, we will contact you or your Financial Professional. If for some reason we are unable to complete this process within five Business Days, we either return your Purchase Payment or obtain your permission

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to hold it until we get all the necessary information. Our Business Day closes at 4:00 p.m. Eastern Time.

If you have questions about the information we require, or whether you can submit certain information by fax, email, or over the web, please contact our Administrative Office.

We do not begin processing your application or Purchase Payment until we receive it at our Administrative Office. A Purchase Payment is “received” when it arrives at our Administrative Office at the address listed in the Glossary regardless of how or when you submitted the payment. If we receive a Purchase Payment at the wrong address, we will send it to the address listed in the Glossary, which may delay processing.

We are not liable for applications that we do not receive. A manually signed application sent by fax, email or over the web is considered the same as an application delivered by mail. Our electronic systems (fax, email or website) may not always be available; any electronic system can experience outages or slowdowns which may delay application processing. Although we have taken precautions to help our system handle heavy use, we cannot promise complete reliability. If you experience problems, please submit your application by mail to our Administrative Office. We reserve the right to discontinue or modify our electronic application policy at any time and for any reason.

Allocation of Purchase Payment

You may allocate your Purchase Payment to any available Segment Option based on the Segment Allocation Percentages you select. Your Segment Allocation Percentages must be whole percentages ranging from 0% to 100%, and the sum of the Segment Allocation Percentages must equal 100% at all times. You must submit your Segment Allocation Percentages on the Segment Allocation Form with your application, which will establish your Segment Allocation Percentages on the Contract Date. After the Contract Date, you may change your Segment Allocation Percentages by transferring all or part of your Segment Value to another Segment Option on any Segment End Date. Please see the “Transfers” section for details on how to transfer among available Segment Options after the initial Segment Term Period.

On the Contract Date, the Purchase Payment will be placed in the Holding Account where it will earn daily interest at a rate equal to the daily Holding Account Fixed Interest Rate. The Purchase Payment will be held in the Holding Account and accrue interest from the Contract Date to the day before the Segment Start Date. Contracts which have been issued through the end of the Business Day prior to a scheduled Segment Start Date will participate in that Segment Start Date. Contracts which have been issued on or after a scheduled Segment Start Date will participate in the following Segment Start Date. Please see Section 2 “Setting Your Segment Start and End Date” for details on how Segment Start Dates are determined. On the Segment Start Date, your Contract Value in the Holding Account will be transferred to the Segment Options based on the Segment Allocation Percentages you select. Interest accrued in the Holding Account will not be refunded if the Initial Segment Term Period Bailout provision is exercised.

Example 1

The Contract is issued (in Good Order) when funds equal to $100,000 are received on the 2nd of the month. The next available Segment Start Date is on the 8th of that month. The funds will be immediately allocated to the Holding Account and accumulate at a Holding Account Fixed Interest Rate of 2%. $100,000 accumulated with six days of interest (from the 2nd through the 7th) equates to $100,032.56 = $100,000 * (1 + 2%)^6/365. On the 8th of the month, $100,032.56 will be allocated to the Segment Options in accordance with the Segment Allocation Percentages specified in the Segment Allocation Form. The table below shows an example allocation.

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Segment Option Method	Floor or Buffer Rate	Segment Term Period	Index	Allocation %	Value on Segment Start Date
Fixed	-	-	-	10%	$10,003.26
Floor	10%	1-Year	S&P 500®	20%	$20,006.51
Buffer	10%	1-Year	Russell 2000®	20%	$20,006.51
Buffer	10%	2-Year	S&P 500®	40%	$40,013.02
Buffer	20%	6-Year	S&P 500®	10%	$10,003.26
Total				100%	$100,032.56

Right to Cancel

You will have 20 days to review your Contract after you receive it (the "Right to Cancel Period"). State variations may apply and may require that you have more than 20 days to review the Contract (See the “State Specific Contract Considerations” section for more information). No Withdrawal Charge, Interest Adjustment, or Equity Adjustment will apply if you exercise your right to cancel your Contract during this period. Surrendering the Contract during the Right to Cancel Period could have tax consequences. Please consult with your Financial Professional and/or tax advisor for more information.

8. The Segment Options

The following Segment Options are currently available for allocation during the Accumulation Phase:

Segment Option	Index	Segment Term Period	Protection Level (Buffer or Floor Rate)
Buffer Segment Options:
1	S&P 500®	1-year	10%
2	Russell 2000®	1-year	10%
3	MSCI EAFE	1-year	10%
4	S&P 500®	2-year	10%
5	Russell 2000®	2-year	10%
6	MSCI EAFE	2-year	10%
7	S&P 500®	6-year	20%
8	Performance Blend (S&P 500®, Russell 2000®, MSCI EAFE)	6-year	10%
Floor Segment Options:
9	S&P 500®	1-year	10%
10	Russell 2000®	1-year	10%
11	MSCI EAFE	1-year	10%
12	S&P 500®	2-year	10%
13	Russell 2000®	2-year	10%
14	MSCI EAFE	2-year	10%
Fixed Segment Options:
15	N/A	1-year	N/A

In the above table, “N/A” denotes Not Applicable.

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

Fundamentals of a Buffer Segment Option

A Buffer Rate establishes the amount of negative index performance that we will absorb before we apply a negative Segment Credit to the Segment Value on a Segment End Date. A negative Segment Credit will apply for any negative Index Change or Aggregate Index Change in excess of the Buffer Rate. For example, if a Segment Option has a 10% Buffer Rate and the Index Change or Aggregate Index Change is -15%, the excess decline of 5% (-15% minus -10%) will be used to determine the Segment Credit. Theoretically, for a Segment Option with a 10% Buffer Rate, the negative Index Change or Aggregate Index Change that is used to calculate the Segment Credit may be as high as 90%, which could lead to substantial loss of principal and previously credited Segment Credits. Consequently, selecting a Segment Option that offers a Buffer Rate, rather than one of the Segment Options with a Floor Rate, may result in a larger negative Segment Credit during periods of steep declines in the stock market.

Segment Credits for a Buffer Segment Option are calculated as a percentage change in the value of the Reference Index from the Segment Start Date to the Segment End Date using the point-to-point method. A Buffer Segment Option will have the following crediting factors that determine the Segment Credit:

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

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

• Index Allocation Percentages - The percentages used to calculate the portion of Index Change from each index that will be used in the Aggregate Index Change for our Performance Blend Segment Option;

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

• Buffer Rate - Maximum negative Index Change the Company will absorb before applying a negative Segment Credit to your Segment Value. A negative Segment Credit will apply for any negative Index Change or Aggregate Index Change in excess of the Buffer Rate; and

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

There is one Cap Rate and one Participation Rate per Segment Term Period, which apply to the entire Segment Term Period. For Segment Term Periods greater than one year, the Cap Rate and Participation Rate apply to the entire multi-year Segment Term Period, not to each year during the Segment Term Period.

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The following grid describes how the Cap Rate, Participation Rate and Buffer Rate will impact the Segment Credit, depending on index performance:

Index Change	Segment Credit (payoff profile)
Index Change or Aggregate Index Change over the Segment Term Period is greater than or equal to the Cap Rate	Cap Rate multiplied by the Participation Rate
Index Change or Aggregate Index Change over the Segment Term Period is less than the Cap Rate but greater than zero	Index Change or Aggregate Index Change multiplied by the Participation Rate
Index Change or Aggregate Index Change over the Segment Term Period is less than zero by an amount that is less than the Buffer Rate(1)	Zero
Index Change or Aggregate Index Change over the Segment Term Period is less than zero by an amount that is more than the Buffer Rate(1)	Buffer Rate minus Index Change or Aggregate Index Change

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

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

Example 2

For the four scenarios below, assume the following:

• Cap Rate = 15%

• Participation Rate = 100%

• Segment Term Period = 1-Year

• Buffer Rate = 10%

Scenario	Index Price on Segment Start Date	Index Price on Segment End Date	Index Change	Segment Credit
Scenario 1	2,000	2,500	25%	15% (= 15% x 100%)
Scenario 2	2,000	2,100	5%	5% (= 5% x 100%)
Scenario 3	2,000	1,900	-5%	0%
Scenario 4	2,000	1,500	-25%	-15% (= -25% + 10%)

Example 3

For the four scenarios below, assume the following:

• Cap Rate = 50%

• Participation Rate = 120%

• Segment Term Period = 6-Year

• Buffer Rate = 20%

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Scenario	Index Price on Segment Start Date	Index Price on Segment End Date	Index Change	Segment Credit
Scenario 1	2,000	3,500	75%	60% (= 50% x 120%)
Scenario 2	2,000	2,100	5%	6% (= 5% x 120%)
Scenario 3	2,000	1,900	-5%	0%
Scenario 4	2,000	1,500	-25%	-5% (= -25% + 20%)

Example 4

For the four Performance Blend Segment scenarios below, assume the following:

• Cap Rate = 60%

• Participation Rate = 100%

• Index Allocation Percentage1 = 50%

• Index Allocation Percentage 2 = 30%

• Index Allocation Percentage 3 = 20%

• Segment Term Period = 6-Year

• Buffer Rate = 10%

	Index X		Index Y		Index Z
Scenario	Index Price on Segment Start Date	Index Price on Segment End Date	Index Price on Segment Start Date	Index Price on Segment End Date	Index Price on Segment Start Date	Index Price on Segment End Date	Aggregate Index Change	Segment Credit
1	70	105	1,500	2,475	2,000	3,500	67%(1)	60% (=60% x 100%)(2)
2	70	77	1,500	1,575	2,000	1,850	5%	5% (= 5% x 100%)
3	70	65.8	1,500	1,372.5	2,000	1,940	-5%	0%
4	70	58.8	1,500	1,050	2,000	1,600	-20%	-10% (= -20% + 10%)

(1) Index X had an individual Index Change of (105/70)-1 = 50%, Index Y had an individual Index Change of (2475/1500)-1 = 65%, and Index Z had an individual Index Change of (3500/2000)-1 = 75%. Therefore, Index Z was the best performing index and uses Index Allocation Percentage 1. Index Y was the second best performing index and uses Index Allocation Percentage 2. Index X was the third best performing index and uses Index Allocation Percentage 3. The Aggregate Index Change is equal to (75% x 50%) + (65% x 30%) + (50% x 20%) = 67%

(2) Because the Aggregate Index Change is positive and above the Cap Rate, the Segment Credit is equal to the Cap Rate times the Participation Rate

The portion of a Purchase Payment allocated to a Buffer Segment Option is placed in the Separate Account, where it may be invested in debt securities and derivative instruments that hedge market risks associated with the Company’s contractual obligation to pay Segment Credits on the Segment End Date. You do not participate in the investment performance of the Separate Account; nor do you have any claim on the assets held in the Separate Account.

Fundamentals of a Floor Segment Option

A Floor Rate establishes the maximum amount of negative Index Change that may be applied in the

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calculation of Segment Credits to the Segment Value. The Segment Credit on a Segment End Date will be negative if the value of the Reference Index on which the Segment Option is based declines.

Segment Credits for a Floor Segment Option are calculated as a percentage change in the value of the Reference Index from the Segment Start Date to the Segment End Date using the point-to-point method. A Floor Segment Option will have the following crediting factors that determine the Segment Credit:

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

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

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

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

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

There is one Cap Rate and one Participation Rate per Segment Term Period, which apply to the entire Segment Term Period. For Segment Term Periods greater than one year, the Cap Rate and Participation Rate apply to the entire multi-year Segment Term Period, not to each year during the Segment Term Period.

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

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

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

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

Example 5

For the four scenarios below, assume the following:

• Cap Rate = 15%

• Participation Rate = 100%

• Segment Term Period = 1-Year

• Floor Rate = 10%

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

Example 6

For the four scenarios below, assume the following:

• Cap Rate = 15%

• Participation Rate = 110%

• Segment Term Period = 2-Year

• Floor Rate = 10%

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

The portion of a Purchase Payment allocated to a Floor Segment Option is placed in the Separate Account, where it may be invested in debt securities and derivative instruments that hedge market risks associated with the Company’s obligation to pay Segment Credits on the Segment End Date. You do not participate in the investment performance of the Separate Account; nor do you have any claim on the assets held in the Separate Account.

Fundamentals of a Fixed Segment Option

A Fixed Segment Option guarantees the rate of interest that will be credited to the Segment Value daily within each Segment Term Period. The Annual Interest Rate is applied in a compounding fashion, based on a 365-day year. The Segment Credit to a Fixed Segment Option cannot be negative. A Fixed Segment Option will have the following Crediting Factors that determine the Segment Credit:

• Segment Term Period - Period of time over which the declared Annual Interest Rate is applicable; and

• Annual Interest Rate - Annualized rate of interest that will be credited daily to a Fixed Segment Option.

Example 7

Assume the Annual Interest Rate for a 1-year Segment Term Period is 2%.

• The Segment Value on the Segment Start Date = $100,000; and

• The Segment Value halfway through the Segment Term Period = $100,000 * (1 + 0.02) ^ 0.5 = $100,995.05.

• The Segment Value at the end of the Segment Term Period = $100,000 * (1 + 0.02) ^1 = $102,000.00.

The portion of a Purchase Payment allocated to a Fixed Segment Option is placed in the Separate Account, where it is invested in debt securities. You do not participate in the investment performance of the Separate Account; nor do you have any claim on the assets held in the Separate Account.

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Cap Rate

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

You will not know the Cap Rate for any Index-Linked Segment Option on the date the Contract is issued. But through our Initial Segment Term Period Bailout Provision, we will provide you a Bailout Cap Rate that will be specified in your Contract schedule. If the declared Cap Rate for a Segment Option to which you have allocated Contract Value is lower than the Bailout Rate specified in your Contract schedule, you may cancel your Contract for sixty (60) days after your Contract Date and received your Purchase Payment less any Withdrawals (see “Initial Segment Term Period Bailout Provision” for more information).

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

At least fifteen calendar days before each Segment End Date, we will Notify you of the Cap Rate for each available Segment Option for the new Segment Term Period. The Cap Rate for a new Segment Term Period may be higher, lower or equal to the Cap Rate for the current Segment Term Period and may be significantly lower than the Bailout Rate provided for the first Segment Term Period, but will not be less than the Minimum Cap Rate. If the new Cap Rate is lower than your current Cap Rate, it will reduce your opportunity to receive a positive Segment Credit. You risk the possibility that the Cap Rate declared for a new Segment Term Period will be lower than you would find acceptable. You will have the choice of continuing in the Segment Option with the new Cap Rate or transferring your Segment Value to another available Segment Option. If the new Cap Rate is less than you find acceptable, you must give us Notice of any Transfer request no later than two Business Days prior to your next Segment Start Date. You may also request a Withdrawal of the Segment Value, subject to any applicable Interest Adjustment, Equity Adjustment and Withdrawal Charge (please see the section "Access to your Contract Value" beginning on page 39 for information on requesting a Withdrawal). If you do not provide us a Transfer request or withdraw the Segment Value, you will stay in your current Segment Option, subject to the new Cap Rate, for the next Segment Term Period.

Participation Rate

The Participation Rate is a percentage that is multiplied by any positive Index Change or Aggregate Index Change, after the application of the Cap Rate, to calculate the Segment Credit for Index-Linked Segment Options. If the Participation Rate is higher than 100%, this may result in a Segment Credit that exceeds the Cap Rate. The Participation Rate is never applied to a negative Index Change. The initial Participation Rate is guaranteed for the first Segment Term Period only. A new Participation Rate will become effective on each Segment Start Date. The Participation Rate for each Buffer Segment Option and Floor Segment Option is guaranteed to never be less than the Minimum Participation Rate of 100%.

You will not know the Participation Rate for any Index-Linked Segment Option on the date the Contract is issued. But through our initial Segment Term Period Bailout Provision, we will provide you a Bailout Participation Rate that will be specified in your Contract schedule. If the declared Participation Rate for a Segment Option to which you have allocated Contract Value is lower than the Bailout Rate specified in your Contract schedule, you may cancel your Contract for sixty (60) days after your Contract Date and receive your Purchase Payment less any Withdrawals (see “Initial Segment Term Period Bailout Provision” for more information).

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

At least fifteen calendar days before each Segment End Date, we will Notify you of the Participation Rate for each available Segment Option for the new Segment Term Period. The Participation Rate for a new Segment Term Period may be higher, lower or equal to the Participation Rate for the current Segment Term Period and may be significantly lower than the Bailout Rate provided for the first Segment Term Period, but will not be less than the Minimum Participation Rate of 100%. If the new Participation Rate is lower than your current Participation Rate, it will reduce your opportunity to receive a positive Segment Credit. You risk the possibility that the Participation Rate declared for a new Segment Term Period will be lower than you would find acceptable. You will have the choice of continuing in the Segment Option with the new Participation Rate or transferring your Segment Value to another available Segment Option. If the new Participation Rate is less than you find acceptable, you must give us Notice of your requested Transfer no later than two Business Days prior to your Segment Start Date. You may also request a Withdrawal of the Segment Value, subject to any applicable Interest Adjustment, Equity Adjustment and Withdrawal Charge (please see the section "Access to your Contract Value" beginning on page 39 for information on requesting a Withdrawal). If you do not provide us a Transfer request or withdraw the Segment Value you will stay in your current Segment Option, subject to the new Participation Rate, for the next Segment Term Period.

Annual Interest Rate

The Annual Interest Rate is used in the calculation of Segment Credits for Fixed Segment Options. It is the rate of interest that is credited to the Segment Value over the Segment Term Period. The initial Annual Interest Rate is guaranteed for the first Segment Term Period only. If the Annual Interest Rate declared for the first Segment Term Period for a Segment Option to which you have allocated Contract Value is lower than the Bailout Rate specified in your Contract schedule, you may cancel your Contract for sixty (60) days after your Contract Date and receive your Purchase Payment less any Withdrawals (see “Initial Segment Term Period Bailout Provision” for more information). A new Annual Interest Rate will become effective on each Segment Start Date. The Annual Interest Rate for each Fixed Segment Option is guaranteed to never be less than the Minimum Annual Interest Rate shown on your Contract schedule. The Minimum Annual Interest Rate will not be less than 1.00%.

At least fifteen calendar days before each Segment End Date, we will Notify you of the Annual Interest Rate for each available Segment Option for the new Segment Term Period. The Annual Interest Rate for a new Segment Term Period may be higher, lower, or equal to the Annual Interest Rate for the current Segment Term Period and may be significantly lower than the Bailout Rate provided for the first Segment Term Period, but will never be less than the Minimum Annual Interest Rate. You risk the possibility that the Annual Interest Rate declared for a new Segment Term Period will be lower than you would find acceptable. You will have the choice of continuing in the Segment Option with the new Annual Interest Rate, transferring your Segment Value to another available Segment Option, or withdrawing the Segment Value. Withdrawals will be subject to any applicable Interest Adjustment and Withdrawal Charge (please see the section "Access to your Contract Value" beginning on page 39 for information on requesting a Withdrawal). If the new Annual Interest Rate is less than you find acceptable, you must give us Notice of a Transfer request no later than two Business Days prior to your Segment Start Date. If you do not inform us that you want to Transfer your Segment Value to another Segment Option or withdraw the Segment Value, you will stay in your current Segment Option, subject to the new Annual Interest Rate, for the next Segment Term Period.

Segment Term Period

The Segment Term Period for each Segment Option will be shown on the Contract schedule. Segment Term Periods are one, two, or six years. Segment Options with six-year Segment Term Periods are not renewable. Upon expiration of each Segment Option with one and two-year Segment Term Periods, a new Segment Term Period will

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begin. Segment Options beyond the Withdrawal Charge Period will be limited to one-year Segment Term Periods. Please see the “Setting Your Segment Start and End Date” section for further details.

Setting the Cap Rates, Participation Rates, Segment Fee, and Annual Interest Rates

The Company retains the right to change the current Cap Rate, Participation Rate, and Annual Interest Rate for each applicable Segment Option for each Segment Term Period at its discretion, subject to the Minimum Cap Rate, Minimum Participation Rate, and Minimum Annual Interest Rate for each Segment Option. The Company considers a number of factors when determining whether to make such a change, including, but not limited to, the following:

• Changes in derivative, equity, and/or fixed income instrument valuations;

• Increases in hedging costs that have an impact on the Company’s ability to offer the Contract;

• Derivative market changes that impact availability and structure of derivative instruments used to hedge market risk associated with the reference indices;

• Negative fixed income instrument default experience realized by the Company;

• Changes in Company and/or contract cost structure due to regulatory or other business management concerns; and

• Unanticipated experience that varies from our actuarial assumptions.

We manage the market risk associated with our obligation to provide Segment Credits for Index-Linked Segment Options in part by trading call and put options and other derivative instruments on the available indices. The costs of the call and put options and other derivative instruments vary based on market conditions, and we may adjust future Cap Rates and Participation Rates based on these changes. You bear the risk that we may reduce the Cap Rate and Participation Rates for future Segment Term Periods, which will reduce the amount of positive Segment Credit that you may receive. We determine the applicable Cap Rates and Participation Rate for each Segment Option at our sole discretion. Rates offered on Segment Option renewals may be different from those offered to new investors.

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

Initial Segment Term Period Bailout Provision

We declare the Cap Rate, Participation Rate and Annual Interest Rate for the initial Segment Term Period on the Segment Start Date. You will not know the applicable rates at the time you purchase your Contract. But if the declared Cap Rate, Participation Rate or Annual Interest Rate for a Segment Option to which you have allocated Contract Value is lower than the Bailout Rate specified in your Contract schedule, you may cancel the Contract during the first sixty (60) days after your Contract Date and receive your Purchase Payment less any Withdrawals. No Withdrawal Charge, Interest Adjustment, or Equity Adjustment will apply if you exercise this provision. Interest accrued in the Holding Account will not be refunded if this provision is exercised. The Bailout Rate will be available to you when you submit your application.

Taking advantage of this provision may have tax consequences. You should consult your Financial Professional and/or tax advisor for more information.

9. Transfers on Segment End Dates

Transfers Between Segment Options by Request

At least fifteen calendar days prior to the Segment End Date, we will Notify you of the Cap Rates,

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

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

10. Contract Values

Withdrawals from Contract Value will be subject to an Interim Value calculation and the deduction of any applicable Withdrawal Charge. The proceeds you receive from the Withdrawal in the form of a partial Withdrawal, a surrender of the Contract, or the payment of the Death Benefit will be calculated by applying the Interim Value calculation to the Contract Value, as described below, and deducting any applicable Withdrawal Charge from the Interim Value.

We will calculate your Interim Value at the end of each Business Day and will publish the value on our customer portal (www.athene.com/MyAthene) on the following Business Day. We reserve the right to not publish the Interim Value for any reason we choose. You may determine the Interim Value as of the previous Business Day by calling our Administrative Office. The Interim Value is equal to the sum of the Segment Interim Values.

Contract Value

Contract Value at any time is equal to the sum of the Segment Values.

Segment Value

The Segment Value for any Segment Option on the initial Segment Start Date is the amount of the Purchase Payment and Holding Account interest allocated to the Segment Option. On any other day, your Segment Value for a Segment Option is equal to A - B + C + D - E - F, where:

A is the Segment Value as of the previous day;

B is the Segment Fee amount deducted from the Segment Option on this date;

C is the amount of any Segment Credit applied to the Segment Option on this date;

D is any amount transferred from your Contract’s other Segment Options to this Segment Option on this date;

E is any amount transferred from this Segment Option to your Contract’s other Segment Options on this date; and

F is any Withdrawals deducted from the Segment Option on this date.

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

Segment Credit applied to your Segment Value and any transfer request will be reflected on your next account statement. You may determine the amount of any Segment Credit that has accrued to any Fixed Segment Option by calling our Administrative Office. Unless you have requested transfers, your Segment Value at the beginning of the new Segment Term Period will equal your Segment Value as of the Segment End Date after the application of the Segment Credit.

Segment Interim Value

The Interim Value calculation consists of two parts: an Interest Adjustment and an Equity Adjustment, which are calculated separately for each Segment Option to which you allocate Contract Value. An Interest Adjustment will apply if you take a Withdrawal from a Fixed Segment Option or an Index-Linked Segment Option at any time during the first six Contract Years, including on a Segment End Date. An Equity Adjustment will apply if you take a Withdrawal from an Index-Linked Segment Option on any date other than a Segment End Date. The Segment Interim Value is equal to the Segment Value adjusted for any applicable Interest Adjustment and Equity Adjustment.

The purpose of the Interim Value calculation is to approximate changes in the market value of debt securities and derivative instruments supporting your Contract, which we sell to fund the Withdrawal. The Interest Adjustment, which may be positive or negative, reflects changes in the value of debt instruments based on changes in market interest rates. The Equity Adjustment, which also may be positive or negative, reflects the changes in the value of derivative instruments that hedge market risks associated with our contractual obligation to apply Segment Credits to Index-Linked Segment Options, based on the performance of the Reference Index on the Segment End Date. The Withdrawal proceeds you receive will reflect positive or negative adjustments assessed by way of any applicable Interest Adjustment and Equity Adjustment as well as the deduction of any applicable Withdrawal Charge.

On any day, the Segment Interim Value for an Index-Linked Segment Option is equal to A + B + C, where:

A.is the Segment Value on of this date;

B.is any applicable Interest Adjustment on this date; and

C.is any applicable Equity Adjustment on this date.

The Equity Adjustment is equal to zero on any Segment End Date.

On any day, the Segment Interim Value for any Fixed Segment Option is equal to A + B, where:

A.is the Segment Value on this date; and

B.is any applicable Interest Adjustment on this date.

For examples of how we calculate the Segment Interim Value, please see Appendix A.

Interest Adjustment

The Company invests in fixed income assets to support the value of the Segment Options. Upon any Withdrawal, including annuitization, death, partial Withdrawal, or surrender, the Company must sell a portion of these assets. The Interest Adjustment approximates the change in value of the fixed income assets that are sold to fund any distribution from the Contract. It is applied consistently across all Segment Options available in the Contract and does not relate specifically to any particular fixed income assets supporting the Contract. The Interest

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Adjustment applies only during the first six Contract Years (when a Withdrawal Charge may apply). The Interest Adjustment is equal to zero after the expiration of the Withdrawal Charge Period.

On any day, the total Interest Adjustment for any Segment Option equals (A x B) where:

A. is the Segment Value on this date, immediately prior to any Withdrawal; and

B. is the Interest Adjustment Factor.

The Interest Adjustment Factor for any Segment Option equals (R^N/12 -1), where:

N is the number of complete months remaining before the Withdrawal Charge Period expires; and

R is equal to (1 + A) / (1 + B), where:

A. is the Beginning Interest Adjustment index value; and

B. is the Closing Interest Adjustment index value.

The Interest Adjustment index is the 7 Year Point on the A Rated US Bloomberg Fair Value Curve, a bond index published by Bloomberg. The Beginning Interest Adjustment index value is equal to the closing price of the Interest Adjustment index on the Contract Date. The Closing Interest Adjustment index value is equal to the closing price of the Interest Adjustment index on the day we calculate the Segment Interim Value.

If the closing price of the Interest Adjustment index on the day the Interest Adjustment is calculated is greater than the closing price of the index on the Contract Date, the Interest Adjustment will be negative and will decrease the Segment Interim Value. If the closing price of the Interest Adjustment index on the day the Interest Adjustment is calculated is less than the than the closing pricing of this index on the Contract Date, the Interest Adjustment will be positive and will increase the Segment Interim Value.

You may obtain the daily price of the Interest Adjustment index by contacting us. If a closing price of the Interest Adjustment index is not available on any day for which a closing price is needed, then the closing price as of the first preceding Business Day for which a closing price is available will be used.

If the Interest Adjustment index is discontinued, we are unable for any reason to utilize it, or the calculation of these values are substantially changed, we may substitute another method of determining the values that will be used in the above calculation and will inform you of such change at your last known address on file with us.

Equity Adjustment

The Equity Adjustment is designed to approximate the change in market value of the derivative instruments that hedge risks associated with our obligation to apply Segment Credits to Index-Linked Segment Options. It does not relate to any particular derivative instrument(s) supporting the Contract. The adjustment accounts for the applicable Cap Rate, Participation Rate, Index Allocation Percentages, Buffer Rate or Floor Rate by using the Black-Scholes pricing model to track the value of a hypothetical set of derivatives on days other than a Segment End Date. The inputs used in the Black-Scholes method are consistent with market prices that reflect the estimated cost of exiting the hypothetical derivatives before the Segment End Date. The Equity Adjustment Factor represents the difference between the value of the hypothetical derivatives on a given date before the Segment End Date and the value of the hypothetical derivatives on the Segment Start Date, adjusted for the number of whole years elapsed in the Segment Term Period. The Equity Adjustment may be negative even when the value of the Reference Index has increased or has declined less than the Buffer Rate for a Buffer Segment Option. Similarly, the Equity Adjustment may reduce the Segment Interim Value of a Floor Segment Option by more than the applicable Floor Rate.

On any Segment End Date, the Equity Adjustment will be equal to zero and will not result in any adjustment to a Withdrawal. You may avoid an Equity Adjustment by taking Withdrawals on a Segment End Date.

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The total Equity Adjustment for any Index-Linked Segment Option equals (A x B) where:

A. is the Segment Value on this date, immediately prior to any Withdrawal; and

B. is the Equity Adjustment Factor applicable to that Segment Option.

The following hypothetical derivatives are utilized in the calculation of the Equity Adjustment Factor for the Buffer Segment Options and/or Floor Segment Options:

• At-the-money call (ATM Call): This is an option to buy a position in the Reference Index on the next Segment End Date at a strike price equal to the price of the index on the Segment Start Date;

• Out-of-the-money call (OTM Call): This is an option to buy a position in the Reference Index on the next Segment End Date at a strike price equal to the price of the index on the Segment Start Date x (1 + Cap Rate);

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

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

For Buffer Segment Options, the value of the derivative instruments is equal to (ATM Call - OTM Call) x Participation Rate - OTM Put. For Floor Segment Options, the value of the derivative instruments is equal to (ATM Call - OTM Call) x Participation Rate - ATM Put + OTM Put.

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

The Equity Adjustment Factor for any Segment Option is equal to A - B x (1 - Y), where:

A is the value of the derivative instruments on the day we calculate the Segment Interim Value;

B is the value of the derivative instruments on the Segment Start Date; and

Y is the number of whole years elapsed from the Segment Start Date to the day we calculate the Segment

Interim Value, divided by the Segment Term Period.

The Performance Blend Segment Option requires additional steps to determine the Equity Adjustment Factor:

• For A and B defined above, the value of the derivative instruments for each of the underlying indices is calculated independently using the Black-Scholes Method.

• Weights are assigned based on the relative value of the derivative instruments across the underlying indices to produce an aggregate derivative instrument value for the Performance Blend Segment Option.

• 50% weight is assigned to the index with the highest value of derivative instruments on the date in question;

• 30% weight is assigned to the index with the second highest value of derivative instruments on the date in question; and

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• 20% weight is assigned to the index with the lowest value of derivative instruments on the date in question.

For an example of how we calculate Equity Adjustment Factor for a Performance Blend Segment Option, please see Appendix A.

The following Black-Scholes Method inputs are used in the calculation of the Equity Adjustment:

• Volatility - This input varies with the amount of time remaining in the Segment Term Period and the ratio of the current price to the strike price (referred to as the moneyness of the option) at the time of the calculation.

To derive a volatility input for each hypothetical option, we use daily quotes of implied volatility that we receive from independent third-parties. Implied volatility quotes are obtained for two at-the-money options with the closest maturity before and after the Segment End Date of your Segment Option, as well as for the two options with the same maturity as your Segment Option and with the closest moneyness value above and below the moneyness of each hypothetical option.

We calculate the implied volatility input of each hypothetical option as follows:

1.Calculate the implied volatility of an option with the same moneyness as each hypothetical option, but with the closest maturity before the Segment End Date by linearly interpolating between:

a.An option with the closest maturity before the Segment End Date, but with the closest moneyness above the moneyness of each hypothetical option; and

b.An option with the closest maturity before the Segment End Date, but with the closest moneyness below the moneyness of each hypothetical option.

2.Calculate the implied volatility of an option with the same moneyness as each hypothetical option, but with the closest maturity after the Segment End Date by linearly interpolating between

a.An option with the closest maturity after the Segment End Date, but with the closest moneyness above the moneyness of each hypothetical option; and

b.An option with the closest maturity after the Segment End Date, but with the closest moneyness below the moneyness of each hypothetical option.

3.Calculate the implied volatility input for each hypothetical option by linearly interpolating between (1) and (2) above.

• Index Dividend Yield - On a daily basis we will receive the average annual dividend yield across the Reference Index for each Segment Option, as provided by an independent third-party.

• Swap Rate - We use key derivative swap rates provided by an independent third-party. Swap rates are obtained for maturities adjacent to the actual time remaining in the Segment Term Period at the time of the calculation. We use linear interpolation to derive the exact remaining duration rate needed as the input.

Access to your Contract Value

During the Accumulation Phase before the Death Benefit becomes payable under the Contract, you may request a partial Withdrawal or surrender your Contract. The minimum Withdrawal you may request from your Contract at any time is $500. Any partial Withdrawal or surrender will be subject to any applicable Interest Adjustment and an Equity Adjustment, and any partial Withdrawals in excess of the Free Withdrawal amount or any surrender during the first six Contract Years will also be subject to a Withdrawal Charge. If you request a partial Withdrawal that causes your Contract Value to be less than $2,000, we will treat the request as a surrender of the Contract for the entire Contract Value.

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

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

To request a partial Withdrawal or surrender, you must submit Notice in Good Order to our Administrative Office. You must provide the consent of all Owners and irrevocable Beneficiaries before we will process the Withdrawal request. Your Notice must specify the amount that is to be withdrawn, either as a total dollar amount or as a percentage of the Contract Value. Unless you direct otherwise, we will take the Withdrawal first from the Fixed Segment Options, beginning with the Fixed Segment Option with the shortest Segment Term Period. To the extent there are not enough funds in the Fixed Segment Options to cover a partial Withdrawal, we will deduct the remaining balance from other Segment Options, beginning with Segment Options that have the shortest Segment Term Period. If you have multiple Segment Options with the same Segment Term Period, we will deduct the remaining balance pro rata across those Segment Options.

Values are determined at the end of each Business Day. If we receive a Notice in Good Order by 4:00 p.m. Eastern Time on a Business Day, the request will use the values calculated at the end of that Business Day. If we receive a Notice in Good Order after 4:00 p.m. Eastern Time, the request will use the values calculated at the end of the next Business Day. You may request a partial Withdrawal or surrender up to 60 days in advance. For example, you may submit a request for a partial Withdrawal or Surrender on a Segment End Date up to 60 days before the Segment End Date. The value of any partial Withdrawal or surrender that is requested in advance will be calculated on the Business Day that the partial Withdrawal or Surrender occurs. All partial Withdrawals and surrenders that occur on the same Business Day will be combined for the purpose of calculating Segment Interim Values.

We may defer payments we make under your Contract for up to six months if the insurance regulatory authority of the state in which we issued the Contract approves such deferral. We will apply interest to the deferred payments, if required by state law.

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The Example below shows the effect of a Withdrawal, the Equity Adjustment and the Interest Adjustment on the remaining Segment Value and the proceeds paid to the Contract Owner.

Example 8 - Effect of a Withdrawal on the Segment Interim Value
Equity Adjustment Factor	-16.89%
Interest Adjustment Factor	2.77%
Contract Value on the previous Contract Anniversary	$	100,000.00
Immediately Before Withdrawal
Segment Value	$	99,525.00
Total Equity Adjustment	$	(16,809.77	)	1
Total Interest Adjustment	$	2,756.84		2
Segment Interim Value	$	85,472.07
Withdrawal
Withdrawal Amount	$	20,000.00
Equity Adjustment attributable to the Withdrawal	$	(3,378.00	)	3
Interest Adjustment attributable to the Withdrawal	$	554.00		4
Withdrawal Charge	$	(800.00	)	5
Net Withdrawal Amount paid to Contract Owner	$	16,376.00
Immediately After Withdrawal
Resulting Segment Value	$	80,000.00

(1) Total Equity Adjustment = 99,525 x -16.89% = (16,809.17)

(2) Total Interest Adjustment = 99,525 x 2.77% = 2,756.84

(3) Equity Adjustment attributable to Withdrawal = 20,000 x -16.89% = (3,378)

(4) Interest Adjustment attributable to Withdrawal = 20,000 x 2.77% = 554

(5) Assumes 8% Withdrawal Charge applies and that no other Withdrawals have occurred since the last Contract

Anniversary. 10% of the 100,000 may be taken without a Withdrawal Charge under the Free Withdrawal

provision, so only the remaining 20,000 - 10,000 = 10,000 is charged

Free Withdrawals

A Free Withdrawal is a Withdrawal amount on which no Withdrawal Charges apply. An Interest Adjustment and Equity Adjustment will still apply. The Free Withdrawal amount available in any Contract Year is equal to 10% of the Contract Value as of the previous Contract Anniversary. Any unused portion of the Free Withdrawal amount for a Contract Year cannot be carried over to the following Contract Year.

If the amount of a partial Withdrawal in any Contract Year exceeds the Free Withdrawal amount for that Contract Year, the excess Withdrawal will be subject to any applicable Withdrawal Charge. If the Owner surrenders the Contract, a Withdrawal Charge will be applied to any Free Withdrawal previously taken during the same Contract Year.

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The Example below shows the effect of the Free Withdrawal amount on the remaining Segment Value and the proceeds paid to the Contract Owner.

Example 9 - Effect of a Free Withdrawal on the Segment Interim Value
Equity Adjustment Factor	-16.89%
Interest Adjustment Factor	2.77%
Contract Value on the previous Contract Anniversary	$	100,000.00
Immediately Before Withdrawal
Segment Value	$	99,525.00
Total Equity Adjustment	$	(16,809.77	)	1
Total Interest Adjustment	$	2,756.84		2
Segment Interim Value	$	85,472.07
Withdrawal
Withdrawal Amount	$	10,000.00
Equity Adjustment attributable to the Withdrawal	$	(1,689.00	)	3
Interest Adjustment attributable to the Withdrawal	$	277		4
Withdrawal Charge	$	—
Net Withdrawal Amount paid to Contract Owner	$	8,588
Immediately After Withdrawal
Resulting Segment Value	$	90,000.00

(1) Total Equity Adjustment = 99,525 x -16.89% = (16,809.17)

(2) Total Interest Adjustment = 99,525 x 2.77% = 2,756.84

(3) Equity Adjustment attributable to Withdrawal = 10,000 x -16.89% = (1,689)

(4) Interest Adjustment attributable to Withdrawal = 10,000 x 2.77% = 277

Required Minimum Distribution

If your Contract is subject to minimum distribution requirements under Internal Revenue Code Section 401(a)(9), any Withdrawal of a minimum distribution required under Section 401(a)(9) with respect to the Contract (a “Required Minimum Distribution”), as calculated by us, will not be subject to Withdrawal Charges. Any Withdrawal made to satisfy required minimum distribution requirements will count towards your Free Withdrawal Amount and will be subject to an Equity Adjustment and Interest Adjustment. If the Owner surrenders the Contract, a Withdrawal Charge will be applied to any Free Withdrawal previously taken during the same Contract Year, including any Required Minimum Distribution Withdrawals. Required Minimum Distributions will incur a Withdrawal Charge if the Owner previously took a Withdrawal in the same Contract Year to satisfy the required minimum distribution requirement under your Contract. In this circumstance, the Owner must wait until the next Contract Anniversary to take their Required Minimum Distribution without incurring a Withdrawal Charge.

Confinement Waiver

During the Accumulation Phase, after the first Contract Year and before the Death Benefit becomes payable under the Contract, we will waive the Withdrawal Charge on a Withdrawal (including a partial Withdrawal or full surrender) if the following requirements are met:

• any Owner (or, if the Owner is a non-natural person, any Annuitant), is confined to a Qualified Care Facility;

• confinement continues for at least sixty (60) consecutive days;

• confinement begins at least one year after the Contract Date;

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• confinement is recommended in writing by a Physician; and

• we receive the Withdrawal request and the Physician’s recommendation no later than ninety (90) days following the date the confinement has ceased.

Any applicable Interest Adjustment and Equity Adjustment will still apply.

A “Qualified Care Facility” means a Convalescent Care Facility, Hospice Facility or Hospital as described below:

• Convalescent Care Facility means an institution which: (i) is licensed by the State as a convalescent nursing facility, a qualified nursing facility, a convalescent hospital, a convalescent unit of a Hospital, an intermediate care facility, or a custodial care facility; and (ii) is primarily engaged in providing, in addition to room and board accommodations, continuous nursing service by or under the supervision of a Physician or a licensed registered nurse (R.N.); and (iii) maintains a daily record of each patient which is available for our review; and (iv) administers a planned program of observation and treatment by a Physician (which for purposes of this provision also cannot be the proprietor or an employee of such facility) which is in accordance with existing standards of medical practice for the confinement.

• Convalescent Care Facility does not include any facility, or any part of a facility, used primarily for: rest care, training or education of the Contract Owner, or the treatment of alcoholism or chemical dependency. Examples of such excluded facilities include (but are not limited to): spas, retreats, and alcohol and drug rehabilitation clinics.

• Hospice Facility means an institution which provides a formal program of care for terminally ill patients whose life expectancy is less than 6 months, provided on an inpatient basis and directed by a Physician. It must be licensed, certified or registered in accordance with State law.

• Hospital means an institution which: (i) is licensed as a hospital and operated pursuant to law; and (ii) is primarily engaged in providing or operating (either on its premises or in facilities available to the hospital on a prearranged contractual basis and under the supervision of a staff of one or more duly licensed Physicians) diagnostic and surgery facilities for the medical care and treatment of injured and sick persons on an inpatient basis for which a charge is made; and (iii) provides 24-hour nursing service by or under the supervision of a licensed registered nurse (R.N.).

• Hospital does not include any facility, or any part of a facility, used primarily for: rest care, training or education, or the treatment of alcoholism or chemical dependency. Examples of such excluded facilities include (but are not limited to): spas, retreats, and alcohol and drug rehabilitation clinics.

Physician for purposes of this provision means a doctor of medicine or osteopathy legally authorized to practice medicine by the State in which he/she performs such function. The Physician cannot be you, an Annuitant, a Beneficiary, or a member of your, an Annuitant’s, a Beneficiary’s immediate family, including a husband, wife, domestic partner, civil union partner, child, sibling, parent, grandparent, grandchild, cousin, aunt, uncle, niece, nephew and any of their Spouses, domestic partners or civil union partners. State for purposes of this provision means each state of the United States of America, as well as the District of Columbia, the Commonwealth of Puerto Rico, the Virgin Islands, Guam, and American Samoa.

We reserve the right to obtain, at any time, an additional opinion or an examination of the ill Owner from a Physician that we designate at our expense. Should this opinion differ from that of the Owner’s Physician, the opinion of our Physician will prevail.

The Confinement Waiver terminates upon the change or addition of an Owner (or if the Owner is a non-natural person and the Annuitant is changed or an additional Annuitant is added), except through continuation of the Contract as a surviving spouse.

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This provision may vary by state, please see Appendix B (“State Variation Chart”).

Terminal Illness Waiver

During the Accumulation Phase, after the first Contract Year and before the Death Benefit becomes payable, we will waive the Withdrawal Charge on a requested Withdrawal (including a partial Withdrawal or full surrender) if the following requirements are met:

• any Owner (or, if the Owner is a non-natural person, any Annuitant), is diagnosed with a Terminal Illness;

• the initial diagnosis occurs at least one year after the Contract Date; and

• the Withdrawal request is accompanied by a certification of Terminal Illness prepared by a Physician who has examined the ill Owner and is qualified to provide the certification.

Any applicable Interest Adjustment or Equity Adjustment will still apply.

Terminal Illness means an illness that is expected to cause death within twelve (12) months.

Physician for purposes of this provision means a doctor of medicine or osteopathy legally authorized to practice medicine by the State in which he/she performs such function. The Physician cannot be you, an Annuitant, a Beneficiary, or a member of your, an Annuitant’s, a Beneficiary’s immediate family, including a husband, wife, domestic partner, civil union partner, child, sibling, parent, grandparent, grandchild, cousin, aunt, uncle, niece, nephew and any of their Spouses, domestic partners or civil union partners. State for purposes of this provision means each state of the United States of America, as well as the District of Columbia, the Commonwealth of Puerto Rico, the Virgin Islands, Guam and American Samoa.

We reserve the right to obtain, at any time, an additional opinion or an examination of the ill Owner from a Physician that we designate at our expense. Should this opinion differ from that of the ill Owner’s Physician, the opinion of our Physician will prevail.

The Terminal Illness waiver terminates upon the change or addition of an Owner (or if the Owner is a non-natural person and the Annuitant is changed or an additional Annuitant is added), except through continuation of the Contract as a surviving spouse.

This provision may vary by state, please see Appendix B (“State Variation Chart”).

The Separate Account

The Separate Account, in which we hold reserves for guarantees we provide under the Contract, is established under Iowa law. The portion of the assets of the Separate Account equal to the reserves and other Contract liabilities with respect to the Separate Account will not be chargeable with liabilities arising out of any other business we conduct. Contract Owners do not participate in the performance of assets held in the Separate Account and do not have any claim on such assets. The Separate Account is not registered under the Investment Company Act of 1940.

We own the assets of the Separate Account, as well as any favorable investment performance on those assets. We are obligated to pay all money we owe under the Contract. If the obligation exceeds the assets of the Separate Account, funds will be transferred to the Separate Account from our General Account. We may, as permitted by applicable State law, transfer all assets allocated to the Separate Account to our General Account. We guarantee all benefits relating to your value in the Contract, regardless of whether assets supporting it are held in the Separate Account or our General Account. A Contract Owner should look to the financial strength of the Company

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for its claims-paying ability. Our current plans are to invest assets held in the Separate Account in debt securities, including corporate bonds, mortgage-backed and asset-backed securities, and government and agency issues and derivative instruments. We may also invest in interest rate swaps. We, however, are not obligated to invest the assets according to any particular plan, except as we may be required to by applicable State insurance laws.

The General Account

The General Account holds all our assets other than assets in our Separate Accounts. The General Account assets support the guarantees under the Contract as well as our other general obligations. The General Account is not registered under the Investment Company Act of 1940. The guarantees in your Contract are subject to the Company’s financial strength and claims-paying ability. The General Account is subject to the regulation and supervision by the Iowa Insurance Department and to the insurance laws and regulations of all jurisdictions where we are authorized to do business.

Assets in the General Account are not segregated for the exclusive benefit of any particular Contract or obligation. General Account assets are also available to the insurer’s general creditors and the conduct of its routine business activities, such as the payment of salaries, rent and other ordinary business expenses. For more information about the Company’s financial strength, you may review its financial statements and/or check its current rating with one or more of the independent sources that rate insurance companies for their financial strength and stability. Such ratings are subject to change and have no bearing on the performance of the Segment Options to which you may allocate your Contract Value.

11. Statements

Account Statements will be provided to you periodically, but not less frequently than annually by us, your IRA custodian, or a designated third party.

12. Annuity Phase

When you purchase the Contract, we will set the Annuity Date as the Contract Anniversary on or first following the later of the Annuitant attaining age 95 or the 10th Contract Anniversary. In the case of Joint Annuitants, the Annuity Date will be set based on the age of the older Joint Annuitant. You may select an earlier Annuity Date, which may be any time after the Contract Date, by Notice provided to us. The revised Annuity Date must be at least 10 days after our receipt of your Notice.

Annuity Payments will commence on the Annuity Date if:

• All Owners are natural persons and all the Owners and at least one Annuitant are alive on the Annuity Date; or

• If any Owner is a non-natural person and all Annuitants are alive on the Annuity Date.

Election of Option

On the Annuity Date, the Interim Value will be applied to provide Annuity Payments to you or a payee you designate in accordance with the applicable Settlement Option elected by the Owner. If no Settlement Option was elected, one of the following two payment provisions will apply:

• If there is one living Annuitant on the Annuity Date, the Interim Value will be applied to provide Annuity Payments for the longer of the lifetime of the Annuitant or five years; or

• If there are two living Joint Annuitants on the Annuity Date, the Interim Value will be applied to provide Annuity Payments in the same monthly amount for the longer of the lifetimes of both Joint Annuitants or five years.

An election of a Settlement Option must be made in writing by the Owner prior to the Annuity Date and is

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irrevocable on or after the Annuity Date.

Additionally, the Beneficiary may elect to receive the Death Benefit under one of the Settlement Options described below, subject to the satisfaction of section 72(s) of the Internal Revenue Code, as amended. Any election of a Settlement Option by a Beneficiary must be made in writing and is irrevocable on or after the date payments begin. For purposes of the Settlement Options below, the Beneficiary will be the Annuitant.

The Interim Value on the Annuity Date is the basis for determining the amount of your Annuity Payments. You will not incur an Interest Adjustment if your Annuity Date is after the Withdrawal Charge Period, which is the case for the Annuity Date established when you purchase the Contract. You will not incur an Equity Adjustment if your Annuity Date is on a Segment End Date that is shared by all Segment Options to which you have allocated funds.

A lump sum along with a Settlement Option may be elected. The amount applied under the Settlement Option must be at least $5,000.

Payments made quarterly, semiannually or annually may be elected in lieu of monthly payments. Payments less than $100 will only be made annually.

Settlement Options

No future payments under any option, except as provided by law, may be assigned or transferred.

Option 1: Life Annuity

Monthly payments will be made during the lifetime of the Annuitant. The monthly payments will cease on the death of the Annuitant. No payments will be due after the death of the Annuitant. If the Annuitant dies shortly after the Annuity Date, you or the payee you designate may receive less than your investment in the Contract. This means you or the payee you designate will receive no payments if the Annuitant dies before the first scheduled payment, will receive only one payment if the Annuitant dies before the second scheduled payment, and so on.

Option 2: Life Annuity with Guaranteed Period

Monthly payments will be made for the longer of the guaranteed period elected and the lifetime of the Annuitant. The guaranteed periods are 5, 10, 15 or 20 years, or any other period agreed upon in writing by us. After the guaranteed period, monthly payments will cease on the death of the Annuitant, and no payments will be due after the death of the Annuitant. If the Annuitant dies during the guaranteed period, payments will continue to be made to you or a payee you designate until the end of the guaranteed period.

Option 3: Installment Refund Life Annuity

Monthly payments will be made for the installment refund period and thereafter for the lifetime of the Annuitant. The installment refund period is the period required for the sum of the monthly payments to equal the total amount applied under this option. After the installment refund period, monthly payments will cease on the death of the Annuitant, and no payments will be due after the death of the Annuitant. If the Annuitant dies during the installment refund period, no payments will be due after the installment refund period.

Option 4: Joint and Last Survivor Annuity

Monthly payments will be made for the joint lifetime of two Annuitants and in an equal amount during the remaining lifetime of the survivor. Payments will cease on the death of the last survivor. No payments will be due after the death of the last survivor. Payments may also be made during the lifetime of the survivor in an amount

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equal to two-thirds or one-half of the payment made during the joint lifetime of the two persons. If both Annuitants die shortly after the Annuity Date, you or the payee you designate may receive less than your investment in the Contract. This means you or the payee you designate will receive no payments if the Annuitants die before the first scheduled payment, will receive only one payment if the Annuitants die before the second scheduled payment, and so on.

Option 5: Fixed Period Annuity

Monthly payments will be made for the fixed period elected. Payments will cease at the end of the fixed period and no further payments will be due. The fixed period that may be elected is any period from 5 to 30 years.

The options described above may not be offered in all states. We may offer other Settlement Options. If your Contract is a Qualified IRA annuity Contract or you purchase the Contract through an IRA Account, not all options may satisfy Required Minimum Distribution rules. Consult your tax advisor for more information.

Annuity Payments will start on the Annuity Date and continue based on the Settlement Option you elect. If the Annuitant is not an Owner and dies prior to the Annuity Date, you may modify your Selected Settlement Option and designate a new Annuitant prior to the Annuity Date, subject to our underwriting rules then in effect. If no designation is made within 30 days of death of the Annuitant, the younger of you or any Joint Owner will become the Annuitant. The substituted Annuitant will be used to determine the payments for Option 1, Option 3, and Option 4, if selected.

Death of Owner on or after the Annuity Date

If any Owner dies on or after the Annuity Date and before the entire interest in the Contract has been distributed, any remaining interest in the Contract will be distributed under the method of distribution being used on the date of death and in the following order based on whomever is still alive: any payee you have named, a surviving Joint Owner, the last surviving Owner’s Beneficiaries, or to the last surviving Owner’s estate if no Beneficiaries have been named or if there are no surviving Beneficiaries. If the death of both Joint Owners occurs simultaneously and no Beneficiaries have been named or if there are no surviving Beneficiaries, the estates of both Joint Owners will be the Beneficiary in equal shares.

13. State Specific Contract Considerations

The Contract and its Endorsements will be issued in accordance with the laws of the state in which it was issued. Contracts issued in your state may provide different features and benefits from, and impose different costs than, those described in this prospectus because of state law variations. State specific legal requirements, among other things, may impact the following features:

• Right to Cancel Period;

• Issue Age Limitations;

• Withdrawal Charge Schedule;

• Annuity Date Provisions;

• Terminal Illness and Confinement Waivers; and

• Availability of Certain Features.

This prospectus describes the material rights and obligations of an Owner. It also sets forth the maximum fees and charges for all Contract features and benefits. See Section 3 ("Contract Fees and Charges") for additional information. Material state variations are disclosed in the attached “Appendix B - State Variation Chart”. You should read and retain your Contract, amendments, and/or endorsements along with a copy of this prospectus.

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14. Tax Information

This section provides a summary explanation of the tax ramifications of purchasing a Contract. More detailed information about product taxation can be obtained in a document, which is available by calling the toll-free telephone number at the back of this prospectus. We do not provide individual tax advice. You should contact your tax advisor to discuss your Contract’s effects on your personal tax situation.

Tax Status of the Contracts

Tax law imposes several requirements that variable annuities must satisfy in order to receive the tax treatment normally accorded to annuity Contracts.

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.

Diversification Requirements. The Internal Revenue Code (Code) requires that the investments of each investment division of the Separate Account underlying the Contracts be “adequately diversified” in order for the Contracts to be treated as annuity Contracts for Federal income tax purposes. It is intended that each investment division, through the fund in which it invests, will satisfy these diversification requirements.

Owner Control. 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.

Required Distributions. In order to be treated as an annuity Contract for Federal income tax purposes, Section 72(s) of the Code requires any Non-Qualified Contract to contain certain provisions specifying how your interest in the Contract will be distributed in the event of the death of an Owner of the Contract. Specifically, section 72(s) requires that (a) if any Owner dies on or after the annuity starting date, but prior to the time the entire interest in the Contract has been distributed, the entire interest in the Contract will be distributed at least as rapidly as under the method of distribution being used as of the date of such Owner’s death; and (b) if any Owner dies prior to the annuity starting date, the entire interest in the Contract will be distributed within five years after the date of such Owner’s death. These requirements will be considered satisfied as to any portion of an Owner’s interest which is payable to or for the benefit of a designated Beneficiary and which is distributed over the life of such designated Beneficiary or over a period not extending beyond the life expectancy of that Beneficiary, provided that such distributions begin within one year of the Owner’s death. The designated Beneficiary refers to a natural person designated by the Owner as a Beneficiary and to whom ownership of the Contract passes by reason of death. However, if the designated Beneficiary is the surviving spouse of the deceased Owner, the Contract may be continued with the surviving spouse as the new Owner.

The Non-Qualified Contracts contain provisions that are intended to comply with these Code requirements, although no regulations interpreting these requirements have yet been issued. We intend to review such provisions and modify them if necessary to assure that they comply with the applicable requirements when such requirements are clarified by regulation or otherwise.

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Other rules may apply to Qualified Contracts.

Taxation of Non-Qualified Contracts

Non-Natural Person. If a non-natural person (e.g., a corporation or a trust) owns a Non- Qualified Contract, the taxpayer generally must include in income any increase in the excess of the account value over the investment in the Contract (generally, the premiums or other consideration paid for the Contract) during the taxable year. There are some exceptions to this rule and a prospective Owner that is not a natural person should discuss these with a tax adviser.

Natural Persons. The following discussion generally applies to Contracts owned by natural persons.

Withdrawals. When a Withdrawal from a Non-Qualified Contract occurs, the amount received will be treated as ordinary income subject to tax up to an amount equal to the excess (if any) of the account value immediately before the distribution over the Owner’s investment in the Contract (generally, the premiums or other consideration paid for the Contract, reduced by any amount previously distributed from the Contract that was not subject to tax) at that time. The account value immediately before a Withdrawal may have to be increased by any positive Interest and/or Equity Adjustments that result from a Withdrawal. There is, however, no definitive guidance on the proper tax treatment of Interest and/or Equity Adjustments, and you may want to discuss the potential tax consequences of an Interest and Equity Adjustments with your tax adviser. In the case of a surrender under a Non-Qualified Contract, the amount received generally will be taxable only to the extent it exceeds the Owner’s investment in the Contract.

In the case of a Withdrawal under a Qualified Contract, a ratable portion of the amount received is taxable, generally based on the ratio of the “investment in the Contract’’ to the individual’s total account balance or accrued benefit under the retirement plan. The “investment in the Contract” generally equals the amount of any non-deductible Purchase Payments paid by or on behalf of any individual. In many cases, the “investment in the Contract” under a Qualified Contract can be zero.

Penalty Tax on Certain Withdrawals. In the case of a distribution from a Non-Qualified Contract, there may be imposed a federal tax penalty equal to ten percent of the amount treated as income. In general, however, there is no penalty on distributions:

• made on or after the taxpayer reaches age 59 1⁄2;

• made on or after the death of an Owner;

• attributable to the taxpayer’s becoming disabled; or

• made as part of a series of substantially equal periodic payments for the life (or life expectancy) of the taxpayer.

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 tax adviser with regard to exceptions from the penalty tax.

Annuity Payments. Although tax consequences may vary depending on the payout option elected under an annuity Contract, a portion of each annuity payment is generally not taxed and the remainder is taxed as ordinary income. The non-taxable portion of an annuity payment is generally determined in a manner that is designed to allow you to recover your investment in the Contract ratably on a tax-free basis over the expected stream of Annuity Payments, as determined when Annuity Payments start. Once your investment in the Contract has been fully recovered, however, the full amount of each annuity payment is subject to tax as ordinary income.

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

Taxation of Death Benefit Proceeds. Amounts may be distributed from a Contract because of your death or the death of the Annuitant. Generally, such amounts are includible in the income of the recipient as follows: (i) if distributed in a lump sum, they are taxed in the same manner as a surrender of the Contract, or (ii) if distributed under a payout option, they are taxed in the same way as Annuity Payments.

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 tax advisor as to the tax consequences.

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

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

Further Information. We believe that the Contracts will qualify as annuity Contracts for Federal income tax purposes and the above discussion is based on that assumption. Further details can be found in the Statement of Additional Information under the heading “Tax Status of the Contracts.”

Taxation of Qualified Contracts

The tax rules applicable to Qualified Contracts vary according to the type of Qualified Contract and its terms and conditions. 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.

The Contract is available for purchase as an Individual Retirement Annuity or it may be purchased by an Individual Retirement Account for the benefit of the Underlying IRA Holder.

Individual Retirement Annuities (IRAs), as defined in Section 408 of the Internal Revenue Code (Code), permit 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. Distributions from certain retirement plans may be “rolled over” into an IRA on a tax-deferred basis without regard to these limits. Amounts in the IRA (other than nondeductible contributions) are taxed when distributed from the IRA. A 10% penalty tax generally applies to distributions made before age 59 1⁄2, unless an exception applies. Distributions that are rolled over to an IRA within 60 days are not immediately taxable, however only one such rollover is permitted each year. Beginning in 2015, an individual can make only one rollover from an IRA to another (or the same) IRA in any 12-month period, regardless of the number of IRAs that are owned. The limit will apply by aggregating all of an individual’s IRAs, including SEP and SIMPLE IRAs as well as traditional and Roth IRAs, effectively treating them as one IRA for purposes of the limit. This limit does not apply to direct trustee-to-trustee transfers or conversions to Roth IRAs.

Roth IRAs, as described in Code section 408A, permit certain eligible individuals to make non-deductible contributions to a Roth IRA in cash or as a rollover or transfer from another Roth IRA or other IRA. A rollover from

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or conversion of an IRA to a Roth IRA is generally subject to tax. The Owner may wish to consult a tax adviser before combining any converted amounts with any other Roth IRA contributions, including any other conversion amounts from other tax years. Distributions from a Roth IRA generally are not taxed, except that, once aggregate distributions exceed contributions to the Roth IRA, income tax and a 10% penalty tax may apply to distributions made (1) before age 59 1⁄2 (subject to certain exceptions) or (2) during the five taxable years starting with the year in which the first contribution is made to any Roth IRA. A 10% penalty tax may apply to amounts attributable to a conversion from an IRA if they are distributed during the five taxable years beginning with the year in which the conversion was made. Distributions that are rolled over to an IRA within 60 days are not immediately taxable, however only one such rollover is permitted each year. Beginning in 2015, an individual can make only one rollover from an IRA to another (or the same) IRA in any 12-month period, regardless of the number of IRAs that are owned. The limit will apply by aggregating all of an individual’s IRAs, including SEP and SIMPLE IRAs as well as traditional and Roth IRAs, effectively treating them as one IRA for purposes of the limit. This limit does not apply to direct trustee-to-trustee transfers or conversions to Roth IRAs.

Other Tax Issues. Qualified Contracts have minimum distribution rules that govern the timing and amount of distributions. You should refer to your Contract, IRA Account or consult a tax advisor for more information about these distribution rules.

Distributions from Qualified Contracts generally are subject to withholding for the Owner’s federal income tax liability. The withholding rate varies according to the type of distribution and the Owner’s tax status. The Owner will be provided the opportunity to elect not have tax withheld from distributions.

Federal Estate, Gift and Generation-Skipping Transfer Taxes

While no attempt is being made to discuss in detail 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 who survives 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. Consult an estate planning advisor for more information.

Under certain circumstances, the Code may impose a generation-skipping (“GST”) 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.

The potential application of these taxes underscores the importance of seeking guidance from a qualified adviser to help ensure that your estate plan adequately addresses your needs and those of your beneficiaries under all possible scenarios.

Medicare Tax

Distributions from non-qualified annuity policies will be considered “investment income” for purposes of the 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. Please consult a tax advisor for more information.

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

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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 tax adviser for more information on this subject.

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, such 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. Additional withholding may occur with respect to entity purchasers (including foreign corporations, partnerships, and trusts) that are not U.S. residents. Prospective purchasers are advised to consult with a qualified tax adviser regarding U.S., state, and foreign taxation with respect to an annuity contract purchase.

1035 Exchanges

Under Section 1035 of the Internal Revenue Code, you are permitted in most circumstances to directly transfer amongst annuities. If the transfer does not qualify as a 1035 exchange, you may be subject to federal income tax which does not preclude the potential for penalties. Both annuities and other tax qualified accounts, including this annuity Contract, may contain early Withdrawals provisions and therefore should be examined carefully. Please consult with your Financial Professional to discuss the costs and benefits.

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 tax adviser 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 contact and do not intend the above discussion as tax advice.

15. Other Information

Assignment

To the extent allowed by applicable State law, we reserve the right to refuse our consent to any assignment at any time on a nondiscriminatory basis if the assignment would violate or result in noncompliance with any applicable state or federal law or regulation. Unless otherwise restricted by Endorsement, you may request to assign or transfer your rights under the Contract by Notifying us. We will not be bound by an assignment until we acknowledge it. If your Contract is assigned, the assignment will take effect on the date the Notice was signed, subject to any action taken by us before receipt of the Notice. We have no liability under any assignment for our actions or omissions done in good faith. In addition, we shall not be liable for any tax consequences you may incur due to the assignment of your Contract.

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Distribution

Athene Securities, a wholly owned subsidiary of Athene Holding Ltd. (Athene), serves as distributing underwriter for the Contracts. Athene Securities is registered as a broker-dealer with the SEC under the 1934 Act, as well as with the securities commissions in the states in which it operates, and is a member of the Financial Industry Regulatory Authority (FINRA). Athene Securities is a member of the Securities Investors Protection Corporation. You may contact FINRA by calling 1-800-289-9999 or online at www.finra.org. An investor brochure that includes information describing FINRA is available both online and through the telephone number.

We have entered into an underwriting agreement with Athene Securities for the distribution of the Contracts. Athene Securities also may perform various administrative services on our behalf.

We may fund Athene Securities’ operating and other expenses, including overhead, legal and accounting fees, Financial Professional training, compensation for the Athene Securities management team, and other expenses associated with the Contracts. Financial Professionals associated with Athene Securities and their managers are also eligible for various benefits, such as production incentive bonuses, insurance benefits, and non-cash compensation items that we may provide jointly with Athene Securities. Non-cash items include conferences, seminars and trips (including travel, lodging and meals in connection therewith), entertainment, awards, merchandise and other similar items.

We offer Contracts on a continuous basis. Contracts are sold only by licensed insurance agents (the “Financial Professional”) in those states where the Contracts may be lawfully sold. Athene Securities does not itself sell the Contracts on a retail basis. Rather, Athene Securities enters into selling agreements with unaffiliated broker-dealer firms (the “selling broker-dealers”) for the sale of the Contracts through those firms and their Financial Professionals. The Financial Professionals will be registered representatives of the selling broker-dealers that are registered under the 1934 Act and members of FINRA.

Under the distribution agreement we pay selling commissions to Athene Securities, which Athene Securities re-allows to the selling broker- dealers. The amount and timing of commissions paid to selling broker-dealers may vary depending on the selling agreements and the Contract sold but will not be more than 7% of the Purchase Payment. We may pay or allow other promotional incentives or payments to selling broker-dealers in the form of cash or other compensation to the extent permitted by FINRA rules and other applicable laws and regulations.

The Financial Professionals 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 the Financial Professional. The Financial Professionals are also eligible for various cash benefits, such as bonuses, insurance benefits, and financing arrangements, and non-cash items. Non-cash items include conferences seminars and trips (including travel, lodging and meals in connection therewith), entertainment, merchandise and other similar items. Sales of the Contracts may help registered representatives qualify for such benefits.

We also pay compensation to wholesaling broker-dealers or other firms or intermediaries, including payments to affiliates of ours, in return for wholesaling services such as providing marketing and sales support, product training and administrative services to the Financial Professionals of the selling broker-dealers. These allowances may be based on a percentage of the Purchase Payment.

In addition to the compensation described above, we may make additional cash payments, in certain circumstances referred to as “override” compensation or reimbursements to selling broker-dealers in recognition of their marketing and distribution, transaction processing and/or administrative services support. These payments are not offered to all selling broker-dealers, and the terms of any particular agreement governing the payments may vary among selling broker-dealers depending on, among other things, the level and type of marketing and distribution

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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, increased access to the selling broker-dealers’ registered representatives for purposes of promoting sales of our products, assistance in training and education of the Financial Professionals, and opportunities for us 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 index-linked annuity Contracts (including the Contract) 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 Financial Professional.

A portion of the payments made to selling firms may be passed to their Financial Professionals. Financial Professionals may receive cash and non-cash compensation and other benefits. Ask your Financial Professional for further information about what they and their firm may receive in connection with your purchase of a Contract.

Commissions and other incentives or payments, described above are not charged directly to you. We intend to recoup commission and other expenses through fees and charges deducted under the Contract.

Amendments to the Contract

The Contract may be amended to conform to changes in applicable law or interpretations of applicable law, or to accommodate design changes. Changes in the Contract may need to be approved by the state insurance departments. The consent of the Owner to an amendment will be obtained to the extent required by applicable law.

Misstatements

If payments made were too large because of a misstatement of age, we may deduct the difference from the next payment or payments with interest. If payments were too small, we may add the difference to the next payment with interest. Any interest payable will be made at the rate equal to 1.00% or as required by applicable law.

Owner Questions

The obligations to the Owner under the Contracts are ours. Please direct your questions and concerns to us at our Administrative Office.

State Regulation

As a life insurance company organized and operated under the laws of the State of Iowa, we are subject to provisions governing life insurers and to regulation by the Iowa Commissioner of Insurance. Our books and accounts are subject to review and examination by the Iowa Division of Insurance.

Evidence of Death, Age, Gender, or Survival

We may require proof of the age, gender, death, or survival of any person or persons before acting on any applicable Contract provision.

Independent Auditors

The financial statements as of 2018 and 2017 and for each of the three years in the period ended December 31, 2018, included in this Registration Statement, have been audited by PricewaterhouseCoopers LLP, independent auditors, as stated in their report appearing herein.

Legal Matters

Eversheds Sutherland (US) LLP has provided advice on certain matters relating to the application of federal securities law to the Contracts.

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16. Information about the Company

Reliance on Rule 12h-7

The Company relies on the exemption provided by Rule 12h-7 under the Securities Exchange Act of the 1934 from the requirement to file reports pursuant to Section 15(d) of that Act.

Information on the Company’s Business and Property

Overview

The Company, an Iowa stock life insurance company, has its home office address and principal executive office address at 7700 Mills Civic Parkway, West Des Moines, Iowa 50266. The Company was founded in 1896 as Central Life Assurance Company and is licensed to conduct life insurance business in 49 states (excludes New York) and the District of Columbia. Effective October 2, 2013, Athene acquired 100% of the issued and outstanding capital stock of Athene USA Corporation (“AUSA,” formerly known as Aviva USA Corporation), an Iowa corporation, and thereby acquired control of certain of AUSA’s insurance company subsidiaries, including, but not limited to, the Company. Currently, the Company is a direct, wholly owned subsidiary of Athene Annuity & Life Assurance Company (“AADE”) which in turn is an indirect, wholly owned subsidiary of Athene, a publicly traded company listed on the New York Stock Exchange (the “NYSE”) under the trading symbol “ATH.”

The Company is a leading retirement services company that issues, reinsures and acquires retirement savings products designed for the increasing number of individuals and institutions seeking to fund retirement needs. Currently, the Company focuses primarily on: (i) the sale of retail fixed annuities, including fixed indexed annuities (“FIAs”) and fixed rate annuities (together, “deferred annuities”), through its network of approximately 55 independent marketing organizations, 36,000 independent agents, 9 small- and mid-sized banks and 75 regional broker-dealers; (ii) the issuance of group annuities in connection with pension risk transfer (“PRT”) transactions (“Group Annuities”); and (iii) the opportunistic issuance of funding agreements.

Products

The following summarizes the Company’s products by the amount of premiums and deposits for the periods presented below:

	Year ended December 31,
	2018			2017			2016
Premiums and Deposits	($ in Thousands)
Fixed Indexed Annuities	$	6,705,759		$	4,966,432		$	4,630,958
Fixed Rate Annuities	832,881			458,434			624,556
Payout Annuities	106,892			98,079			93,024
Group Annuities	2,580,651			2,249,625			—
Funding Agreements	650,000			306,400			—
Life and Other(1)	194,128			223,933			226,299
Direct and Assumed Premiums & Deposits	$	11,070,311		$	8,302,903		$	5,574,837
Ceded Premiums and Deposits	(8,870,580		)	(6,749,685		)	(4,425,511		)
Total Direct Premiums and Deposits, Net of Ceded	$	2,199,731		$	1,553,218		$	1,149,326

(1) Life and Other includes products associated with the following business lines: life, accident and health, variable annuity and any other

product not specifically identified. Substantially all Life and Other products are ceded to third party or affiliate reinsurers.

The following summarizes the Company’s U.S. Statutory Accounting Principles (“SAP”) reserves by product as of the dates presented below:

	December 31,
	2018		2017
SAP Reserves (1)	($ in Thousands)
Fixed Indexed Annuities	$	38,937,186	$	37,370,015
Fixed Rate Annuities	4,301,205		4,110,535
Payout Annuities	2,050,752		2,179,373
Group Annuities	4,700,030		2,226,822
Funding Agreements	—		547,600
Life and Other (2)	87,702		97,742
Total SAP Reserves	$	50,076,875	$	46,532,087

(1) Reserves include those assumed through coinsurance agreements and exclude those ceded through coinsurance agreements.

(2) Life and Other includes products associated with the following business lines: life, accident and health, variable annuity and any other

product not specifically identified. Substantially all Life and Other products are ceded to third party or affiliate reinsurers.

Annuities

Fixed Indexed Annuities. The Company’s primary product line is FIAs. An FIA is a type of insurance contract in which the contract holder makes one or more premium deposits that earn interest based on a credited index rate on a tax deferred basis and is entitled to receive periodic or lump sum payments a specified number of years after the contract has been issued. FIAs allow policyholders the possibility of earning such interest without risk to principal, unless the contract is surrendered during a surrender charge period. The credited index rate is tied to the performance of the relevant market index. A market index tracks the performance of a specific group of stocks or other assets representing a particular segment of the market, or in some cases, an entire market. The Company’s FIAs include a provision for a minimum guaranteed surrender value calculated in accordance with applicable law, as well as death benefits as required by non-forfeiture regulations. The Company generally buys options on the indices to which the FIAs are tied to hedge the associated market risk.

Fixed Rate Annuities. Fixed rate annuities include annual reset annuities and multi-year guaranteed annuities (“MYGAs”). Unlike FIAs, fixed rate annuities earn interest at a set rate, rather than at a rate that may vary based upon the performance of an index. Fixed rate annual reset annuities have a crediting rate that is typically guaranteed for one year. After such period, the Company has the ability to change the crediting rate at its discretion, generally once annually to any rate at or above a guaranteed minimum rate. MYGAs are similar to annual reset annuities except that the initial crediting rate is guaranteed for a specified number of years, rather than just one year, before it may be changed at the Company’s discretion.

Payout Annuities. Payout annuities primarily consist of single premium immediate annuities (“SPIA”), supplemental contracts and structured settlements. Payout annuities provide a series of periodic payments for a fixed period of time or for the life of the policyholder, based upon the policyholder’s election at the time of issuance. The amount, frequency and duration of the payments are fixed at the outset of the annuity contract.

Group Annuities. PRT transactions usually involve a single premium group annuity contract issued to discharge certain pension plan liabilities. The Company’s Group Annuities are nonparticipating contracts. The assets supporting the guaranteed benefits for each contract may be held in a separate account.

Funding Agreements

A funding agreement is an insurance contract negotiated privately between an investor and an insurance company. It is designed to provide a contract holder with a guaranteed return of principal and periodic interest

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payments, while offering competitive yields and predictable returns.

Life and Other

Life and other products include other retail products, including run-off or ceded business, statutory closed blocks and ceded life insurance. In connection with Athene’s acquisition of Aviva USA Corporation (“Aviva USA”, now AUSA), the Company entered into a series of reinsurance agreements to cede the acquired, non-core business, to third parties and affiliates. A description of the reinsurance arrangements entered into in connection with the acquisition and certain reinsurance arrangements pre-dating the acquisition, in each case, pursuant to which certain life and other products are ceded, is below.

Global Atlantic Financial Group Limited (“Global Atlantic”). The Company entered into a series of reinsurance agreements with affiliates of Global Atlantic to cede life insurance business acquired from Athene’s purchase of Aviva USA. A description of the transactions is as follows:

• The Company entered into a 100% coinsurance and assumption agreement with Accordia Life and Annuity Company (“Accordia”), a Global Atlantic affiliate. The agreement covers all open block life insurance business issued by the Company, with the exception of enhanced guarantee universal life insurance products. Under the terms of the agreement, Accordia is obligated to maintain a custody account with an agreed-upon required balance that, as of December 31, 2018, was approximately $2.5 billion. As of December 31, 2018, outstanding obligations ceded pursuant to this arrangement which remained unnovated amounted to $2.0 billion in statutory reserves. The Company has no continuing contractual obligations with respect to policies that have been novated.

• The Company entered into a 100% coinsurance agreement with Accordia and Accordia subsequently retroceded to Ameritas Life Insurance Corp. (“Ameritas”) substantially all policy liabilities for the closed block established in connection with the demutualization of Indiana Life Insurance Company, which had been previously acquired by Aviva USA. Under the terms of the retrocession agreement, Ameritas maintains a trust account with assets equal to or greater than a required statutory balance that as of December 31, 2018 was $655 million. As of December 31, 2018, outstanding obligations ceded pursuant to this arrangement amounted to $689 million in statutory reserves.

The Company continues to have the primary legal obligation to satisfy the claims and obligations relating to those policies not novated to Accordia.

Structured Annuity Reinsurance Company (“STAR”). The Company entered into a reinsurance agreement on August 30, 2013 with STAR, an affiliated reinsurer domiciled in Iowa. The agreement ceded, through coinsurance, all annuity contracts issued by the Company (and its predecessor by merger, Aviva Life Insurance Company) to Aviva London Assignment Corporation, an affiliated entity. As of December 31, 2018, 2017 and 2016, there were $1.1 billion, $1.1 billion and $1.2 billion, respectively, of outstanding obligations ceded pursuant to the coinsurance agreement.

Athene Re USA IV, Inc. (“Athene Re IV”). In connection with Athene’s acquisition of Aviva USA, Athene acquired Aviva Re USA IV, Inc. (now Athene Re IV), a subsidiary of Aviva USA and a captive reinsurer domiciled in Vermont. Prior to Athene’s acquisition of Aviva USA, the Company’s predecessor had entered into a coinsurance agreement with Aviva Re USA IV, Inc., dated December 15, 2011, pursuant to which the Company’s predecessor ceded, on a 100% quota share basis, all life insurance policies that had been issued or assumed by the Company’s predecessor prior to its reorganization from an Iowa mutual life insurance company to a mutual holding company and were, as of the date of the coinsurance agreement, being operated as a closed block of business for dividend purposes only. As of December 31, 2018, 2017 and 2016, there were $1.5 billion, $1.6 billion and $1.6 billion, respectively, of outstanding obligations ceded pursuant to the funds withheld coinsurance agreement.

Athene Life Insurance Company of New York (“ALICNY”). The Company’s predecessor entered into an automatic coinsurance agreement with a predecessor of ALICNY, an indirect wholly owned subsidiary of the Company, effective as of January 1, 1999, pursuant to which the Company’s predecessor ceded to ALICNY’s

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predecessor, on a 100% quota share basis, certain flexible premium adjustable life policies. As of December 31, 2018, 2017 and 2016, there were $11.4 million, $11.9 million and $11.7 million, respectively, of outstanding obligations ceded pursuant to the automatic coinsurance agreement.

Reinsurance

The Company is party to reinsurance arrangements, pursuant to which it cedes certain risks associated with its core business to its affiliates, Athene Annuity Re Ltd. (“AARe”) and AADE. The Company has entered into a funds withheld coinsurance agreement with AARe, pursuant to which it cedes to AARe all of its obligations to repay the principal upon maturity or termination and to make periodic interest payments under funding agreements issued by the Company, on a 100% quota share basis. The Company has entered into a coinsurance agreement with AADE, pursuant to which it cedes to AADE all of the Company’s retail annuity business issued on or after January 1, 2018, on a 50% quota share basis. The Company has entered into modified coinsurance agreements (“Modco Agreements”) with AARe with respect to substantially all of its other core business, pursuant to which it generally cedes to AARe an 80% quota share of all such business. Prior to January 1, 2018, Athene Life Re Ltd. (“ALRe”) reinsured the Company’s fixed annuity products and funding agreements on terms substantially similar to those currently in place with AARe.

Under the funds withheld agreement with AARe, the assets supporting the reserve liabilities are retained by the Company within a segregated account (the “Funds Withheld Account”). AARe is required to establish reserves in connection with funds withheld coinsurance transactions and hold capital related to those reserves. The profit and loss with respect to reserve liabilities and the assets supporting the reserves flow from the Company to AARe through periodic net settlements. The Company is authorized under the funds withheld agreement to make payments on the funds withheld liabilities directly from the Funds Withheld Account. The assets maintained in the Funds Withheld Account are valued at statutory carrying value for purposes of determining settlement amounts. Under the funds withheld agreement, the Company has an obligation to make payments to AARe to the extent that the statutory carrying value of the assets maintained in the Funds Withheld Account exceeds 100% of the applicable funds withheld liability, and AARe has an obligation to make a payment to the Company to the extent that the statutory carrying value of the assets maintained in the Funds Withheld Account is less than 100% of the applicable funds withheld liability.

Under the various Modco Agreements, the reserve liabilities and assets supporting those reserve liabilities are retained by the Company. Although AARe is not required to establish any reserves in connection with modified coinsurance transactions, it is required to hold capital related to the modified coinsurance reserves that are retained by the Company as if the reserves were explicitly recorded on the balance sheets of AARe. The profit and loss with respect to the reserve liabilities and the assets supporting the reserves flow from the Company to AARe through periodic net settlements. The Modco Agreements require the Company to establish segregated accounts in which the assets supporting the related reserves for all reinsured contracts under the Modco Agreements are maintained (“Modco Accounts”). The Company is authorized under the Modco Agreements to make payments on the reserve liabilities directly from the applicable Modco Account. The assets maintained in the Modco Accounts are valued at statutory carrying value for purposes of determining settlement amounts. Under the Modco Agreements, the Company has an obligation to make payments to AARe to the extent that the statutory carrying value of the assets maintained in the respective Modco Account exceeds 100% of the applicable reserves, and AARe has an obligation to make a payment to the Company to the extent that the statutory carrying value of the assets maintained in the Modco Account is less than 100% of the applicable reserves.

Under the coinsurance agreement with AADE, the Company pays reinsurance premiums to AADE equal to 50% of the sum of (i) gross premiums generated through the Company’s retail operations, (ii) fees with respect to any riders issued in connection with the Company’s retail operations and (iii) any other payments, collections or recoveries relating to the Company’s retail operations. AADE pays the Company’s obligations relating to partial surrenders, full surrenders, death claims, annuitizations and other contractual benefits under the policies being reinsured and also pays the Company for certain policy expenses, including administrative expenses and issuance and renewal expenses, incurred by the Company relating to the policies being reinsured. Amounts owing to or from AADE pursuant to the coinsurance agreement are determined and paid on a quarterly basis.

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The following summarizes the Company’s statutory reserves, as of the dates presented below, that have been ceded to AARe, and prior to 2018, ALRe:

	December 31,
	2018		2017
Reserves	($ in Thousands)
Fixed Indexed Annuities	$	31,021,741	$	29,752,838
Fixed Rate Annuities	3,494,167		3,346,041
Payout Annuities	1,640,601		1,743,498
Group Annuities	3,760,024		1,781,457
Funding Agreements	912,995		547,600
Life and Other	61,981		68,341
Total Reserves	$	40,891,509	$	37,239,775

Investment Management

Investment activities are an integral part of the Company’s business and net investment income is a significant component of the Company’s total revenues. The Company’s investment philosophy is to invest a portion of the Company’s assets in securities that earn the Company incremental yield by taking liquidity risk and complexity risk and capitalizing on the Company’s long-dated and persistent liability profile to prudently achieve higher net investment earned rates, rather than assuming solely credit risk.

The Company has executed an investment management agreement (“IMA”) with Athene Asset Management LLC (“AAM”), pursuant to which AAM manages substantially all of the Company’s portfolio. AAM, in turn, subcontracts the management of certain asset classes to Apollo Global Management (“AGM”) and its affiliates (collectively, “Apollo”). AAM’s investment team and Apollo’s credit portfolio managers employ their deep experience to assist Athene and its subsidiaries (collectively, the “Athene Group”), including the Company, in sourcing a broad range of asset classes. AAM has selected a diverse array of corporate bonds and more structured, but highly rated asset classes. The Athene Group also maintains holdings in floating rate and less interest rate-sensitive investments, including collateralized loan obligations (“CLOs”), non-agency residential mortgage-backed securities (“RMBS”) and various types of structured products. These asset classes permit the Athene Group to earn incremental yield by assuming liquidity risk and complexity risk, rather than assuming solely credit risk. In addition to its core fixed income portfolio, the Athene Group opportunistically allocates 5-10% of its overall portfolio to alternative investments where it primarily focuses on fixed income-like, cash flow-based investments. Examples of alternative investments in which the Company has invested include limited partnership interests and equity tranches of CLOs.

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The percentage of each asset class held by the Company, based on statutory carrying value as of the dates presented below are as follows:

	December 31, 2018				December 31, 2017
	Carrying Value		% of Total		Carrying Value		% of Total
	($ in Thousands)
Asset Class:
Corporate Bonds	$	27,171,692	49	%	$	26,008,488	50	%
Municipal and Other Government Bonds	843,908		1	%	814,027		2	%
ABS (non-MBS, CLO)	3,019,157		5	%	2,361,720		4	%
CMBS	1,631,755		3	%	1,489,454		3	%
RMBS	5,357,131		10	%	6,180,390		12	%
Mortgage Loans	8,212,455		15	%	4,927,501		9	%
Real Estate	9,445		—	%	19,509		—	%
CLO	3,662,865		6	%	3,848,942		7	%
Alternative Investments	1,637,689		3	%	1,443,676		3	%
Investments in Subsidiaries	389,534		1	%	369,763		1	%
Short-term Investments	1,987,621		4	%	3,158,656		6	%
Other	1,669,619		3	%	1,768,151		3	%
Total	$	55,592,871	100	%	$	52,390,277	100	%

Competition

The Company operates in a highly competitive market. It competes with a variety of large and small industry participants, including diversified financial institutions and insurance and reinsurance companies. These companies compete in one form or another for the growing pool of retirement assets driven by a number of exogenous factors such as the continued aging of the U.S. population and the reduction in safety nets provided by governments and corporations. Scale and the ability to provide value-added services and build long-term relationships are important factors to compete effectively.

The Company faces competition in the FIA market from traditional insurance carriers such as Allianz Life Insurance Company of North America and American Equity Investment Life Insurance Company. Principal competitive factors for FIAs are initial crediting rates, reputation for renewal crediting action, product features, brand recognition, customer service, cost, distribution capabilities and financial strength ratings of the provider. Competition may affect, among other matters, both business growth and the pricing of the Company’s products and services.

With respect to Group Annuities, the Company competes with other insurers that are active in the PRT market, such as MetLife, Inc. and Prudential Financial, Inc. Within the PRT market, the Company competes primarily on the basis of price, underwriting and investment capabilities.

Employees

The Company does not have any employees but rather is provided personnel by Athene, through Athene’s indirect wholly owned subsidiary Athene Employee Services, LLC (“AES”).

Regulation

The Company and its insurance subsidiaries are subject to regulation in the jurisdictions where they do business. In general, the insurance laws of the various states establish regulatory agencies with broad administrative

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powers governing, among other things, premium rates, solvency standards, licensing of insurers, agents and brokers, trade practices, forms of policies, maintenance of specified reserves and capital for the protection of policyholders, deposits of securities for the benefit of policyholders, investment activities and relationships between insurance subsidiaries and their parents and affiliates. Material transactions between insurance subsidiaries and their parents and affiliates generally must receive prior approval of the applicable insurance regulatory authorities and be disclosed. In addition, while differing from state to state, these regulations typically restrict the maximum amount of dividends that may be paid by an insurer to its shareholders in any twelve-month period without advance regulatory approval. Such limitations are generally based on net earnings or statutory surplus. Under applicable restrictions, the maximum amount of dividends payable as of January 1, 2019 by the Company to its parent without seeking regulatory approval is $153 million. The maximum amount of dividends receivable from the Company’s insurance subsidiaries as of January 1, 2019 without seeking regulatory approval is $28 million.

Most states have created insurance guaranty associations that assess solvent insurers the amount necessary to pay claims of insurance companies that become insolvent. During each of the years ended December 31, 2018, 2017 and 2016, annual guaranty assessments for the Company were not material.

Although the insurance business in the United States is primarily regulated by the states, federal initiatives can affect the Company’s business in a variety of ways. These initiatives include those impacting financial services regulation, securities regulation, derivatives regulation, pension regulation, money laundering, privacy regulation, taxation and the economic and trade sanctions implemented by the Office of Foreign Assets Control. In addition, various forms of direct and indirect federal regulation of insurance have been proposed from time to time, including proposals for the establishment of an optional federal charter for insurance companies.

Properties

The Company’s headquarters is in an office building totaling approximately 360,000 square feet located in West Des Moines, Iowa and is owned by a non-insurance company subsidiary of AUSA, the Company’s indirect parent. The Company believes that this space will be sufficient for it to conduct its operations for the foreseeable future.

Legal Proceedings

The Company and its insurance subsidiaries are subject to litigation arising in the ordinary course of their business, including litigation principally relating to FIA products sold in prior periods. The Company cannot provide any assurance that its insurance coverage or that of its insurance subsidiaries will be adequate to cover all liabilities arising out of such claims. The outcomes of legal proceedings and claims brought against the Company or its insurance subsidiaries are subject to significant uncertainty. There is significant judgment required in assessing both the probability of an adverse outcome and the determination as to whether an exposure can be reasonably estimated. In management’s opinion, the ultimate disposition of any current legal proceedings or claims brought against the Company or its insurance subsidiaries will not have a material effect on the Company’s financial condition, results of operations or cash flows. Litigation is, however, inherently uncertain and an adverse outcome from such litigation could have a material effect on the operating results of a particular reporting period. Certain significant legal proceedings to which the Company and its insurance subsidiaries are currently a party are detailed below. In addition, from time to time, in the ordinary course of business and like others in the insurance and financial services industries, the Company and its insurance subsidiaries receive requests for information from government agencies in connection with such agencies’ regulatory or investigatory authority. Such requests can include financial or market conduct examinations, subpoenas or demand letters for documents to assist the government in audits or investigations. The Company and its insurance subsidiaries review such requests and notices and take appropriate action. The Company and its insurance subsidiaries have been subject to certain requests for information and investigations in the past and could be subject to them in the future.

Dispute Regarding COLI Investment

In 2000 and 2001, two insurance companies which were subsequently merged into the Company purchased from American General Life Insurance Company (“American General”) broad based variable corporate-owned life

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insurance (“COLI”) policies that, as of December 31, 2018, had an asset value of $362 million. In January 2012, the COLI policy administrator delivered to the Company a supplement to the existing COLI policies and advised that American General and ZC Resource Investment Trust (“ZC Trust”) had unilaterally implemented changes set forth in the supplement that, if effective, would: (i) potentially negatively impact the crediting rate for the policies and (ii) change the exit and surrender protocols set forth in the policies. In March 2013, the Company filed suit against American General, ZC Trust and ZC Resource LLC in Chancery Court in Delaware, seeking, among other relief, a declaration that the changes set forth in the supplement were ineffectual and in breach of the parties’ agreement. The parties filed cross motions for judgment as a matter of law and the court granted defendants’ motion and dismissed without prejudice on ripeness grounds. The issue that negatively impacts the crediting rate for one of the COLI policies has subsequently been triggered and on April 3, 2018, the Company filed suit against the same defendants in the Chancery Court in Delaware seeking substantially similar relief, which the defendants have moved to dismiss. The Court heard oral arguments on February 13, 2019 and has taken the matter under advisement. If the supplement is ultimately deemed to be effective, the purported changes to the policies could impair the Company’s ability to access the value of guarantees associated with the policies. The value of the guarantees included within the asset value reflected above was $187 million as of December 31, 2018.

Regulatory Matters

The Company and certain of its insurance subsidiaries have experienced increased service and administration complaints related to the conversion and administration of the block of life insurance business acquired in connection with Athene’s acquisition of Aviva USA and reinsured to affiliates of Global Atlantic. The life insurance policies included in this block have been and are currently being administered by AllianceOne Inc. (“AllianceOne”), a subsidiary of DXC Technology Company, which was retained by such Global Atlantic affiliates to provide services on such policies. AllianceOne also administers certain annuity policies that were on Aviva USA’s legacy policy administration systems that were also converted in connection with the acquisition of Aviva USA and have experienced similar service and administration issues.

As a result of the difficulties experienced with respect to the administration of such policies, Athene has received notifications from several state regulators, including but not limited to, the New York State Department of Financial Services (“NYSDFS”), the California Department of Insurance and the Texas Department of Insurance, indicating, in each case, that the respective regulator planned to undertake a market conduct examination or enforcement proceeding of the Company or one of its subsidiaries, as applicable, relating to the treatment of policyholders subject to Athene reinsurance agreements with affiliates of Global Atlantic and the conversion of such annuity policies, including the administration of such blocks by AllianceOne. On June 28, 2018, a subsidiary of the Company entered into a consent order with the NYSDFS resolving the New York market conduct examination in a manner that, when considering the indemnification received from affiliates of Global Atlantic, did not have a material impact on the Company’s or such subsidiary’s financial condition, results of operations or cash flows.

In addition to the foregoing, Athene has received inquiries, and expects to continue to receive inquiries, from other regulatory authorities regarding the conversion matter. In addition to the examinations and proceedings initiated to date, it is possible that other regulators may pursue similar formal examinations, inquiries or enforcement proceedings and that any examinations, inquiries and/or enforcement proceedings may result in fines, administrative penalties and payments to policyholders. While the Company does not expect the amount of any such fines, penalties or payments arising from these matters to be material to its financial condition, results of operations or cash flows, it is possible that such amounts could be material.

Pursuant to the terms of the reinsurance agreements between Athene and the relevant affiliates of Global Atlantic, the applicable affiliates of Global Atlantic have financial responsibility for the ceded life block and are subject to significant administrative service requirements, including compliance with applicable law. The agreements also provide for indemnification to Athene, including for administration issues.

On January 23, 2019, the Company received a letter from the NYSDFS, with respect to a recent PRT transaction, which expressed concerns with the Company’s interpretation and reliance upon certain exemptions from

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licensing in New York in connection with certain activities performed by individuals in the Company’s PRT channel, including specific activities performed within New York. The Company is currently in discussions with the NYSDFS to identify approaches to resolve the NYSDFS’s concerns.

Directors and Executive Officers

Below is a list of the names and ages, as of March 31, 2019, of the directors and executive officers of the Company and a description of the business experience of each of the respective individuals.

Name	Age	Position
Grant Kvalheim	62	Chief Executive Officer, President and Director
Michael Downing	49	Executive Vice President, Chief Actuary
Christopher R. Welp	58	Executive Vice President, Insurance Operations and Director
Erin Kuhl	37	Vice President, Controller and Treasurer
Mitra Hormozi	50	Director
Martin P. Klein	59	Director
Lawrence Ruisi	70	Director
Francis P. Sabatini	72	Director
Hope Schefler Taitz	54	Director

Executive Officers

Grant Kvalheim has served as Chief Executive Officer of the Company since December 2018, President of the Company since December 2016, a director of the Company since October 2013 and Chief Executive Officer of Athene USA since June 2015. Mr. Kvalheim served as President of Athene from January 2011 until September 2015 and served as its Chief Financial Officer from April 2011 to April 2013. Prior to joining the Company and Athene, Mr. Kvalheim was a senior executive at Barclays Capital Inc. (“Barclays”) from early 2001 to the end of 2007, becoming Co-President in September 2005. During his time at Barclays, he converted a European cash investment grade business into a leading global cash and derivatives business across both securitized and non-securitized credit products, and significantly expanded Barclays’ investment banking platform. Prior to joining Barclays, Mr. Kvalheim held senior executive positions in the investment banks of Deutsche Bank and Merrill Lynch. Mr. Kvalheim has a Bachelor of Arts degree in economics from Claremont McKenna College and a Master of Business Administration in finance from the University of Chicago. He currently serves on the boards of LIMRA, Mottahedeh & Co., Sol Health, and United Way of Central Iowa.

Michael Downing has served as Executive Vice President, Chief Actuary of the Company since June 2015. Mr. Downing is also the Executive Vice President, Chief Actuary of Athene. Prior to joining the Company and Athene, Mr. Downing was the Senior Vice President for Product and Actuarial Services at Allstate. Before joining Allstate, Mr. Downing was a Managing Principal at Aon Hewitt, leading the International Consulting practice following overseas assignments in the United Kingdom and Switzerland. A founding member of the Pension Risk Services consulting practice, Mr. Downing advised large multinational clients on global benefits strategy, governance and pension risk management. Mr. Downing has a bachelor’s degree in Mathematics from Gustavus Adolphus College in St. Peter, Minnesota. He is a Fellow of the Society of Actuaries, an Enrolled Actuary and a Certified Enterprise Risk Analyst.

Christopher R. Welp has served as Executive Vice President, Insurance Operations of the Company since December 2014 and a director of the Company since December 2016. Mr. Welp is also the Executive Vice President, Insurance Operations and a director of AUSA. Prior to joining the Company and its affiliates, Mr. Welp served as the Executive Vice President, Insurance Operations of Aviva USA. Prior to Aviva USA, Mr. Welp held progressive roles in tax, finance and operations at ING (now known as Voya Financial), culminating with being named chief operating officer of ING’s retail annuity business. Prior to that, Mr. Welp spent seven years with Ernst & Young. Mr. Welp is a

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certified public accountant in Iowa. He has a Bachelor of Business Administration from the University of Iowa.

Erin Kuhl has served as Treasurer of the Company since June 2017 and as Vice President and Controller of the Company since December 2014. Ms. Kuhl previously served as the Director of Statutory Accounting and Reporting for the Company. Prior to joining the Company and its affiliates, Ms. Kuhl served as the Manager of Accounting Policy for Aviva USA and an Audit Manager for PricewaterhouseCoopers LLP. Ms. Kuhl is a licensed certified public accountant in Iowa and Illinois. Ms. Kuhl has a Bachelor of Business Administration degree in Accounting from the University of Notre Dame. She is a Fellow, Life Management Institute and a Charted Global Management Accountant.

Directors

Mitra Hormozi has served as a director of the Company since December 2018. Ms. Hormozi has also served as director of Athene since December 2018 and is also a director of a number of Athene’s US subsidiaries. Ms. Hormozi is Executive Vice President and General Counsel of Revlon, Inc., where she is responsible for overseeing Revlon’s legal affairs worldwide. Ms. Hormozi has extensive experience in both the public and private sectors of the legal field. Prior to joining Revlon in April 2015, she was a litigation partner at two major law firms from 2011 to 2015 and served as Deputy Chief of Staff to then New York State Attorney General Andrew Cuomo. She also served as an Assistant United States Attorney prosecuting high profile complex racketeering cases in the Eastern District of New York. Currently, she sits on the Board of New York University School of Law’s Program on Corporate Compliance and Enforcement. Ms. Hormozi received a Bachelor of Arts in history from the University of Michigan and a Juris Doctor from the New York University School of Law.

Martin P. Klein has served as a director of the Company since December 2015. Mr. Klein is also the Executive Vice President and Chief Financial Officer of Athene. Prior to joining the Company and Athene, Mr. Klein was employed by Genworth Financial, Inc. (“Genworth”) from May 2011 through October 2015, where he most recently served as Executive Vice President and Chief Financial Officer and from May through December 2012, also served as Genworth’s Acting President & Chief Executive Officer. Prior to joining Genworth in 2011, Mr. Klein served as a Managing Director and Senior Relationship Manager of Barclays, after its acquisition of the U.S. operations of Lehman Brothers Holdings, Inc. (“Lehman Brothers”). Mr. Klein joined Lehman Brothers in 1998, where he served as a Managing Director and the head of the Insurance Solutions Groups and the Pension Solutions Group. Prior to Lehman Brothers, Mr. Klein had been with Zurich Insurance Group from 1994 to 1998 and was a Managing Director of Zurich Investment Management. Prior to Zurich, Mr. Klein served in finance and actuarial roles in other insurance organizations. Mr. Klein currently serves on the boards of Aris Holdco and Athora Holding Ltd., as well as on the board of Caritas, a non-profit organization in Richmond, Virginia. Mr. Klein is a Fellow of the Society of Actuaries and a Chartered Financial Analyst. He received his Bachelor of Arts in mathematics and business administration from Hope College and a Master of Science in statistical and actuarial sciences from University of Iowa.

Lawrence J. Ruisi has served as a director of the Company since December 2017. Mr. Ruisi has also served as a director of Athene since 2013 and is the chair of Athene’s audit committee and is a member of Athene’s risk committee. Mr. Ruisi is also a director of a number of Athene's other US subsidiaries. As an operating executive, Mr. Ruisi has held various senior level positions in the entertainment business, including President and Chief Executive Officer of Loews Cineplex Entertainment Corporation and as Executive Vice President and Chief Financial Officer of Columbia Pictures Entertainment. As a non-executive, Mr. Ruisi has served on numerous boards including Hughes Communications Inc., UST Inc., InnKeepers USA Trust, Wyndham International, Inc. and Adaptec, Inc. During his tenure on those boards, Mr. Ruisi has been Chairman of various audit committees, named designated financial expert and served on both compensation and nominating and corporate governance committees. Mr. Ruisi was Chairman of the Independent Committee of the board of InnKeepers, which oversaw its restructuring, and was Chairman of Special Committees at both Wyndham and Adaptec. Mr. Ruisi began his career at Price Waterhouse & Co., where he was a Senior Manager. He is a Certified Public Accountant and received a Bachelor of Science degree in accounting and a Master of Business Administration in finance from St. John’s University. Mr. Ruisi is currently an adjunct professor of accounting at St. John’s University.

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Francis P. Sabatini has served as a director of the Company since October 2013. Mr. Sabatini has 42 years of industry and advisory experience in insurance and actuarial services. He specializes in fixed, variable and indexed annuity product development, pricing and management. Mr. Sabatini’s previous employers include Ernst & Young, Connecticut Mutual Life, and Equitable Life Assurance. He has served on numerous boards and councils including CERA Global Association and Society of Actuaries. Mr. Sabatini has been a frequent speaker at industry meetings, and is a published author of trade articles. He graduated Summa Cum Laude from the Pratt Institute with a B.S. in Mathematics.

Hope Schefler Taitz has served as a director of the Company since October 2013. Ms. Taitz has also served as a director of Athene and its subsidiary, ALRe, since 2011, and is a member of Athene’s risk and conflicts committees. Ms. Taitz is also a director of a number of Athene’s other US subsidiaries. Ms. Taitz is currently the CEO of ELY Capital. Now acting as an investor and advisor with expertise in media, technology and the consumer, she helps innovative enterprises grow through financial leadership and connections to established corporations. Ms. Taitz currently serves on the boards of MidCap Finco Holdings Limited, Greenlight Capital Re, Ltd. and Summit Hotel Properties, Inc. From 1995 to 2003, Ms. Taitz was Managing Partner of Catalyst Partners, L.P., a money management firm. From 1990 to 1992, Ms. Taitz was a Vice President at The Argosy Group (now part of the Canadian Imperial Bank of Commerce) specializing in financial restructuring before becoming a Managing Director at Crystal Asset Management, from 1992 to 1995. From 1986 to 1990, Ms. Taitz was at Drexel Burnham Lambert, first as a mergers and acquisitions analyst and then as an associate in the leveraged buyout group. She is a founding executive member of YRF Darca, an emeritus board member of Pencils of Promise, a member of the undergraduate executive board of The Wharton School at the University of Pennsylvania and a member of the Center for Social Innovation. Ms. Taitz is a former board member of Girls Who Code and is now a board member of the New York City Foundation for Computer Science. Ms. Taitz graduated with honors from the University of Pennsylvania with a Bachelor of Arts degree in economics.

Executive Compensation

The Company does not have any employees but rather is provided personnel, including its executive officers, by Athene, through Athene’s indirect wholly owned subsidiary AES pursuant to the Shared Services and Cost Sharing Agreements, dated October 2, 2013, among Athene, the Company, various other subsidiaries of Athene and AAM (the “Shared Services Agreements”). See “Transactions with Related Persons, Promoters and Certain Control Persons” for more information about the Shared Services Agreements. As a result, the Company does not determine or pay any compensation to its executive officers or additional personnel provided to the Company by Athene for the Company’s operations. Athene, acting directly or through a subsidiary other than the Company, determines and pays the salaries, bonuses and other wages earned by the Company’s executive officers and by additional personnel provided to the Company by Athene. Athene also determines whether and to what extent the Company’s executive officers and additional personnel will be provided with benefits pursuant to employee benefit plans. The Company does not have employment agreements with its executive officers and does not provide pension or retirement benefits, perquisites or other personal benefits to its executive officers. The Company does not have arrangements to make payments to its executive officers upon their termination or in the event of a change in control of the Company.

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Director Compensation

No director who is also an employee of the Athene Group receives any additional compensation for serving as a director. Each of the Company’s other directors receives annual compensation for their board service. The table below indicates the elements and total value of cash compensation and of equity awards granted to each eligible director for services performed in 2018.

2018 Director Compensation Table
Name	Fees Earned or Paid in Cash(1)		Share Awards(1)		All Other Compensation(2)		Total
Lawrence J. Ruisi	$	5,500	$	—	$	8,000	$	13,500
Francis P. Sabatini	7,750		—		12,500		20,250
Hope Schefler Taitz	5,500		—		8,000		13,500
Mitra Hormozi(3)	—		—		—		—

(1) These columns reflect the retainer and fees earned or share awards granted in 2018, as applicable, solely for service on the board of

directors of the Company and therefore omit any such payments or grants made in respect of service on the Athene board of directors

or on the boards of directors of any of Athene's other subsidiaries.

(2) This column reflects the retainer fees earned in 2018 for service on the boards of directors of the Company's direct and indirect

subsidiaries.

(3) Ms.Hormozi was appointed to the board of directors of the Company in December 2018.

Securities Ownership of Certain Beneficial Owners and Management

Principal Shareholders

The following table sets forth information regarding the beneficial ownership of (i) the Company’s common stock by each person or group who is known to the Company to own beneficially more than 5% of the Company’s common stock and (ii) Athene’s Class A common shares by (1) each of the Company’s executive officers, (2) each of the Company’s directors and (3) all of the Company’s current executive officers and directors as a group. Except as otherwise provided below, information in the table is as of March 1, 2019.

Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days.

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To the Company’s knowledge, each person named in the table below has sole voting and investment power with respect to all of the shares shown as beneficially owned by such person, except as otherwise set forth in the notes to the table and pursuant to applicable community property laws. Unless otherwise indicated in the table or footnotes below, the address for each officer and director listed in the table is c/o Athene Annuity and Life Company, 7700 Mills Civic Parkway, West Des Moines, Iowa 50266-3862.

	Amount and Nature of Beneficial Ownership
	Company Common Stock Beneficially Owned			Athene Class A Common Shares Beneficially Owned (1)
	Number of Shares	Percent		Number of Shares	Percent (2)
Athene Holding Ltd.(3)	10,000,000	100	%	—	—
Executive Officers and Directors
Grant Kvalheim(4)	—	—		1,771,731	1.1	%
Michael Downing(5)	—	—		98,383	*
Christopher R. Welp(6)	—	—		65,280	*
Erin Kuhl(7)	—	—		1,982	*
Martin Klein(8)	—	—		210,386	*
Hope Taitz(9)	—	—		63,852	*
Lawrence J. Ruisi(10)	—	—		55,760	*
Francis P. Sabatini	—	—		300	*
Mitra Hormozi(11)	—	—		—	*
All directors and executive officers as a group (9 persons)(12)	—	—		2,267,673	1.4	%

* Represents less than 1%.

(1) Athene’s Class M common shares are subject to time- or performance-based vesting and once vested are convertible into Class A common shares. The number of Class M common shares included in the table represents the number of Class M common shares that vest as of April 30, 2019, the date that is 60 days after March 1, 2019. The Company assumes for purposes of the table that Class M common shares convert into Class A common shares on a one-for-one basis.

(2) The percentage of beneficial ownership of Athene’s Class A common shares is based on 161,389,532 Class A common shares outstanding as of March 1, 2019.

(3) The principal address of Athene Holding Ltd. is 96 Pitts Bay Road, Pembroke, HM08, Bermuda.

(4) Consists of (1) 1,584,672 Class A common shares, (2) options to acquire 58,984 Class A common shares vested as of April 30, 2019 and (3) 128,076 Class M common shares vested as of April 30, 2019 which are convertible into Class A common shares. Excludes 13,268 restricted Class A common shares, 12,625 Class A restricted stock units, options to acquire 22,536 Class A common shares and 205,333 Class M common shares which are unvested as of April 30, 2019.

(5) Consists of (1) 16,006 Class A common shares, (2) options to acquire 27,758 Class A common shares vested as of April 30, 2019 and (3) 54,619 Class M common shares vested as of April 30, 2019 which are convertible into Class A common shares. Excludes 10,105 Class A restricted stock units, options to acquire 10,605 Class A common shares and 15,000 Class M common shares which are unvested as of April 30, 2019.

(6) Consists of (1) 31,401 Class A common shares, (2) options to acquire 13,879 Class A common shares vested as of April 30, 2019 and (3) 20,000 Class M common shares vested as of April 30, 2019 which are convertible into Class A common shares. Excludes 5,054 Class A restricted stock units and options to acquire 5,304 Class A common shares which are unvested as of April 30, 2019.

(7) Consists of (1) 1,565 Class A common shares and (2) 417 Class M common shares vested as of April 30, 2019 which are convertible into Class A common shares. Excludes 1,520 Class A restricted stock units and 1,167 Class M common shares which are unvested as of April 30, 2019.

(8) Consists of (1) 77,168 Class A common shares, (2) options to acquire 58,673 Class A common shares vested as of April 30, 2019 and (3) 74,545 Class M common shares vested as of April 30, 2019 which are convertible into Class A common shares. Excludes 15,609 restricted Class A common shares, 14,853 Class A restricted stock units, options to acquire 26,513 Class A common shares and 121,333 Class M common shares which are unvested as of April 30, 2019.

(9) Excludes 9,251 restricted Class A common shares which are unvested as of April 30, 2019.

(10) Excludes 9,210 restricted Class A common shares which are unvested as of April 30, 2019.

(11) Excludes 3,701 restricted Class A common shares which are unvested as of April 30, 2019.

(12) Totals include restricted common shares and options which have vested or will vest as of April 30, 2019.

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Transactions with Related Persons, Promoters and Certain Control Persons

The following is a description of certain relationships and transactions that have existed or that the Company has entered into in which its directors, executive officers, or shareholders who are known to the Company to beneficially own more than five percent of its common shares and their immediate family members had or will have a direct or indirect material interest.

Relationships and Related Party Transactions Involving Apollo or its Affiliates

Athene and its subsidiaries, including the Company have a strategic relationship with Apollo. AGM’s indirect subsidiary, AAM, serves as the Company’s investment manager. Members of the Apollo Group (defined below) are significant owners of Athene’s common shares and control 45% of the aggregate voting power of Athene’s equity securities, which may be subject to certain adjustments. James R. Belardi was the Company’s Chief Executive Officer and a member of its board of directors before resigning from these positions effective December 7, 2018. During his tenure as Chief Executive Officer and member of the Company’s board of directors, Mr. Belardi also served as Chief Executive Officer, Chief Investment Officer and member of the board of directors of AAM. During such time, Mr. Belardi received remuneration from acting as Chief Executive Officer of AAM and owned a 5% profits interest in AAM. The Company expects its strategic relationship with Apollo to continue for the foreseeable future. “Apollo Group” means, (A) AGM, (B) AAA Guarantor-Athene, L.P., (C) any investment fund or other collective investment vehicle whose general partner or managing member is owned, directly or indirectly, by AGM or by one or more of AGM’s subsidiaries, (D) BRH Holdings GP, Ltd. and its shareholders, (E) any executive officer of AGM whom AGM designates, in a written notice delivered to Athene, as a member of the Apollo Group for purposes of Athene’s Bye-laws (which designation shall continue in effect until such designee ceases to be an executive officer of AGM) and (F) any affiliate of a person described in clauses (A) through (E) above; provided, none of Athene or its subsidiaries, nor any person employed by Athene, its subsidiaries or AAM, shall be deemed to be a member of the Apollo Group. For avoidance of doubt, any person managed by AGM or one or more of AGM’s subsidiaries pursuant to a managed account agreement (or similar arrangement) without AGM or by one or more of AGM’s subsidiaries controlling such person as a general partner or managing member shall not be part of the Apollo Group.

A description of certain relationships the Company has with Apollo and its affiliates and transactions that have existed or that the Company has entered into in which Apollo and its affiliates have a direct or indirect material interest are described below.

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The following table summarizes the amounts the Company has incurred, directly and indirectly, in connection with transactions with Apollo and its affiliates for the years ended December 31, 2018, 2017 and 2016 (dollars in thousands):

	Year Ended December 31,
	2018		2017		2016
	($ In Thousands)
IMA	$	150,889	$	139,048	$	124,354
Apollo Fund Investments(1)	20,566		19,344		6,756
AmeriHome Mortgage Company, LLC	3,649		3,255		2,433
Shared Services Agreement	4,302		4,114		4,255
Commercial Mortgage Loan Servicing Agreement	238		337		596
Total Amounts Paid to Apollo	$	179,644	$	166,098	$	138,394

(1) Includes total management, carried interest (including unrealized but accrued carried interest fees) and other fees, including those the Company holds as equity method investments.

Investment Management Relationships

Substantially all of the Company’s invested assets are managed by AAM pursuant to the Company’s IMA with AAM. AAM’s investment professionals directly invest a significant majority of the Company’s invested assets in a number of asset classes, including investment grade corporate credit and RMBS. For the remainder of the Company’s invested assets, which are comprised of assets which often require additional sourcing and underwriting capabilities, AAM has chosen to mandate sub-advisors rather than build out in-house capabilities. In this regard, AAM is able to leverage its relationship with Apollo in a sub-advisory capacity, pursuant to which AAM has mandated Apollo to invest in asset classes in which Apollo has investment expertise and sourcing capabilities, such as high yield credit, commercial mortgage loans, CLOs, commercial mortgage-backed securities (“CMBS”) and certain asset-backed securities (“ABS”). All sub-advised assets are ultimately overseen by AAM to ensure they are appropriate for the Company’s business and consistent with the Company’s investment strategy. AAM and Apollo often create or source unique investment opportunities, such as the Company’s investments in MidCap FinCo Limited (“MidCap”) and AmeriHome Mortgage Company, LLC (“AmeriHome”), described under “—MidCap” and “—AmeriHome” respectively, below.

For services related to the Company’s invested assets, for each of the years ended December 31, 2018, 2017 and 2016, the Company paid to AAM an investment management fee of 0.30% per annum on all assets in accounts owned by the Company.

Termination of IMAs with AAM

The IMA has no stated term and may be terminated by either AAM or the Company, upon notice at any time. However, Athene’s Bye-laws provide that Athene may not, and will cause its subsidiaries, including the Company, not to, terminate any IMA among Athene or any of its subsidiaries, on the one hand, and AAM, on the other hand, before any annual anniversary of October 31 (each such date, an “IMA Termination Election Date”) and any termination on an IMA Termination Election Date requires (i) the approval of two-thirds of Athene’s Independent Directors (as defined below) and (ii) written notice to AAM of such termination at least 30 days’ prior to an IMA Termination Election Date. If Athene’s Independent Directors make any such election to terminate and notice of such termination is delivered, the termination will be effective on the second anniversary of the applicable IMA Termination Election Date (the “IMA Termination Effective Date”). Athene’s Bye-laws further provide that notwithstanding the foregoing, (A) except as set forth in (B) below, Athene’s Independent Directors may only elect to terminate an IMA on an IMA Termination Election Date if two-thirds of Athene’s Independent Directors

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determine, in their sole discretion and acting in good faith, that either (i) there has been unsatisfactory long-term performance materially detrimental to Athene by AAM, or (ii) the fees being charged by AAM are unfair and excessive compared to a comparable asset manager (provided, that in either case such Independent Directors must deliver notice of any such determination to AAM and AAM will have until the applicable IMA Termination Effective Date to address such concerns, and provided, further, that in the case of a determination that the fees being charged by AAM are unfair and excessive, AAM also has the right to lower its fees to match the fees of a comparable asset manager) and (B) upon the determination by two-thirds of Athene’s Independent Directors, Athene or its subsidiaries may also terminate the IMA with AAM as a result of either (i) a material violation of law relating to AAM’s advisory business, or (ii) AAM’s gross negligence, willful misconduct or reckless disregard of AAM’s obligations under the IMA, and in either case the delivery of at least 30 days’ prior written notice to AAM of such termination and such termination will be effective at the end of such 30-day period (the events described in the foregoing clauses (A) and (B) are referred to in more detail in Athene’s Bye-laws as “AHL Cause”). Athene’s Bye-laws provide that, for purposes of the IMA termination provisions of Athene’s Bye-laws, an “Independent Director” cannot be (x) an officer or employee of Athene or any of its subsidiaries or (y) an officer or employee of (1) any member of the Apollo Group described in clauses (i) through (iv) of the definition of “Apollo Group” as set forth in Athene’s Bye-laws or (2) AGM or any of its subsidiaries (excluding any subsidiary that constitutes any portfolio company (or investment) of (A) an investment fund or other investment vehicle whose general partner, managing member or similar governing person is owned, directly or indirectly, by AGM or by one or more of its subsidiaries or (B) a managed account agreement (or similar arrangement) whereby AGM or one or more of its subsidiaries serves as general partner, managing member or in a similar governing position).

In addition, the Company’s board of directors may terminate the IMA with regard to the Company if the Company’s board of directors determines that such termination is required in the exercise of the board of directors’ fiduciary duties. AAM may terminate the IMA at any time.

On September 20, 2018, Athene entered into a letter agreement (the “Letter Agreement”) with AAM. In the Letter Agreement, (1) Athene confirmed that its Board of Directors approved, and recommended that Athene’s shareholders approve, the amendment and restatement of Athene’s Bye-Laws (the “Existing Bye-Laws”) in substantially the form attached as an exhibit to the Letter Agreement (the “Proposed Bye-Laws”) and (2) Athene agreed that it will seek the approval of its shareholders of the amendment and restatement of Athene’s Bye-Laws in substantially such form at the next annual general meeting of Athene’s shareholders.

Specifically, the Proposed Bye-Laws, if adopted as Athene’s Bye-Laws, will amend the initial IMA Termination Election Date to be the fourth anniversary of the date on which the Proposed Bye-Laws are adopted as Athene’s Bye-Laws (the “Adoption Date”) and each two-year anniversary of the Adoption Date. The Proposed Bye-Laws, if adopted as Athene’s Bye-Laws, will continue to permit Athene to terminate the IMA, or any New IMA, for AHL Cause.

Apollo Master Sub-Advisory Agreements (“MSAAs”) and Apollo Fund Investments

AAM and certain affiliates of Apollo entered into MSAAs for the benefit of the Company and Athene’s other insurance subsidiaries, pursuant to which such Apollo affiliates sub-advise AAM with respect to a portion of the Athene Group’s invested assets. Sub-advisory mandates with Apollo generally relate to certain asset classes for which Apollo managers have investment expertise and for which AAM has determined that it is more appropriate to sub-advise rather than build out in-house capabilities. Sub-advisory fees relating to the MSAAs and any other sub-advisory arrangement are recharged by AAM to Athene. The Company does not pay any fees for the sub-advisory services rendered with respect to the assets that it owns, but rather such fees are paid on its behalf by AUSA or Athene. Currently, the MSAAs, as amended, cover services rendered by Apollo-affiliated sub-advisors relating to the following asset classes, among others: bank loans, high yield debt, commercial mortgage loans, emerging market debt, convertible securities, mortgage- and asset-backed securities (including CLOs), oil and gas royalties and insurance-linked securities.

In certain instances, Apollo earns an incentive fee in its capacity as a sub-advisor of the Company’s

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invested assets. As of December 31, 2018, 2017 and 2016, Apollo affiliates directly sub-advised AAM with respect to approximately $8.9 billion, $8.1 billion and $6.9 billion, respectively, constituting approximately 16.0%, 15.5% and 15.1%, respectively, of the Company’s invested assets.

In addition to invested assets sub-advised by Apollo, from time to time, AAM also invests the Company’s assets in investment funds or other collective investment vehicles whose general partner, managing member, investment manager or collateral manager is owned, directly or indirectly, by Apollo or by one or more of Apollo’s subsidiaries (“Apollo fund investments”). Such investments comprised 69.1%, 66.9% and 68.2% of the Company’s alternative investment portfolio as of December 31, 2018, 2017 and 2016, respectively. As of December 31, 2018, 2017 and 2016, 2.0%, 1.8% and 1.9%, respectively, of the Company’s invested assets were invested in Apollo fund investments. Fees related to such invested assets varied from 0.5% per annum to 1.75% per annum with respect to management fees and 10% to 20% of profits for carried interest, subject in many cases to preferred return hurdles.

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As of December 31, 2018, 2017 and 2016, the Company’s Apollo sub-advised investments and Apollo fund investments consisted of the following:

	Year Ended December 31,
	2018				2017				2016
	Amount		% of Total		Amount		% of Total		Amount		% of Total
	($ In Thousands)
Apollo sub-advised investments:
Fixed maturity securities, available for sale
Foreign governments	$	92,448	0.9	%	$	116,852	1.3	%	$	120,359	1.6	%
Corporate	2,129,238		21.2	%	2,023,638		22.3	%	1,594,144		20.6	%
CLO	3,410,429		34.0	%	3,791,621		41.8	%	3,422,221		44.3	%
ABS	218,784		2.2	%	223,303		2.5	%	322,383		4.2	%
CMBS	475,757		4.7	%	457,507		5.0	%	479,212		6.2	%
Fixed maturity securities, trading securities											—	%
ABS	86,856		0.9	%	94,234		1.0	%	82,484		1.1	%
Common Stock	1,674		—	%	—		—	%	—		—	%
Mortgage Loans	2,484,311		24.8	%	1,407,772		15.5	%	832,708		10.8	%
Subtotal	$	8,899,497	88.7	%	$	8,114,927	89.4	%	$	6,853,511	88.8	%
Apollo fund investments:
Credit funds	$	172,775	1.7	%	$	190,436	2.1	%	$	173,741	2.2	%
CLO equities, affiliated	—		—	%	31,774		0.3	%	30,322		0.4	%
Mortgage and real assets	216,252		2.2	%	92,364		1.0	%	86,497		1.1	%
Hedge funds	56,063		0.6	%	52,976		0.6	%	—		—	%
Natural resources	40,770		0.4	%	24,532		0.3	%	—		—	%
Private equity - AAA	415,042		4.1	%	408,102		4.5	%	411,430		5.3	%
Private equity - Other	6,597		0.1	%	—		—	%	27,389		0.4	%
A-A Mortgage	189,498		1.9	%	165,348		1.8	%	139,045		1.8	%
Public equity	33,781		0.3	%	—		—	%	—		—	%
Common Stock	403		—	%	—		—	%	—		—	%
Subtotal	$	1,131,181	11.3	%	$	965,532	10.6	%	$	868,424	11.2	%
Total	$	10,030,678	100.0	%	$	9,080,459	100.0	%	$	7,721,935	100.0	%

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As of December 31, 2018, 2017 and 2016, 18.0%, 17.3% and 17.0%, respectively, of the Company’s invested assets, are comprised of securities, including investment funds, in which Apollo, or an Apollo affiliate, has significant influence or control over the issuer of a security or the sponsor of the investment fund. The following table summarizes the Company’s cash flow activity related to these investments for the periods presented below:

	Years Ended December 31,
	2018		2017		2016
	($ In Thousands)
Sales, maturities, and repayments	$	242,982	$	158,781	$	197,260
Purchases	632,393		214,515		201,856

Certain members of the Company’s board of directors may directly receive carried interest or may receive a portion of the carried interest that Apollo receives from fund investments in which the Company is invested. Certain current and former directors and officers of the Company may invest or have interests in fund investments in which the Company has invested, including Mr. Belardi and Mr. Kvalheim. Additionally, certain officers from time to time may invest in Apollo funds or co-investments.

Affiliates of Apollo earn additional fees paid by funds or other collective investment vehicles in which the Company is invested for management and other services provided by such affiliates of Apollo to such funds and investment vehicles.

Third Party Sub-Advisory Agreements

In the limited instances in which AAM desires to invest in asset classes for which neither AAM nor Apollo possesses the investment expertise or sourcing abilities required to manage the assets, or in instances in which AAM makes the determination that it is more effective or efficient to do so, AAM mandates third-party sub-advisors to invest in such asset classes, and Athene or AUSA, on behalf of the Company, reimburses AAM for fees paid to such sub-advisors.

Investment in VA Capital Company LLC and Debt Financing to Venerable

In December 2017, a consortium of investors, led by affiliates of Apollo, and certain other investors, agreed to purchase Voya Insurance and Annuity Company (“VIAC”), including its closed block variable annuity segment, and create a newly formed standalone entity, Venerable Holdings, Inc. (“Venerable”), to be the holding company of VIAC. On June 1, 2018, ALRe and AADE (the “Athene Reinsurers”) entered into reinsurance agreements with VIAC and ReliaStar Life Insurance Company (“RLI”), pursuant to which the Athene Reinsurers reinsured a block of fixed and fixed indexed annuity liabilities from VIAC and RLI (the “FA Business Reinsurance Agreements”). The aggregate reserves of VIAC and RLI that were subject to the FA Business Reinsurance Agreements as of June 1, 2018 approximated $19 billion. As consideration for the transactions contemplated by the FA Business Reinsurance Agreements, the Athene Reinsurers paid to VIAC and RLI an aggregate ceding commission of approximately $394 million. VIAC was acquired by Venerable on June 1, 2018. Also on June 1, 2018, Athene, through ALRe, made a $75 million minority equity investment in VA Capital Company LLC, the parent of Venerable, and the Company and AADE each provided $75 million in debt financing to Venerable.

Mr. Belardi is a co-investor with Athene and its subsidiaries in their minority equity investment in VA Capital and term loan to Venerable made in connection with the Voya reinsurance transactions. Subsequent to the approval of the transaction, certain of Athene’s directors and executive officers were offered the opportunity to co-invest with Athene and its subsidiaries in debt issued by Venerable and equity issued by VA Capital. Mr. Belardi purchased $1 million of the equity that Athene has invested in through co-invest vehicles and $1 million of debt that Athene has invested in directly from AADE and the Company, respectively. Mr. Belardi purchased the securities on the same terms and conditions, including price, as originally agreed to by Athene. Neither Athene nor the Company received any separate fee or consideration from such transactions.

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MidCap

The Company holds a significant investment in MidCap through AAA Investments (Co-Invest VII), L.P. (“CoInvest VII”), which is managed by an Apollo affiliate. In addition, one of the Company’s directors, Hope Taitz, currently serves on the board of MidCap. As of December 31, 2018, CoInvest VII owned 27% of the outstanding economic interests of MidCap valued at $552 million, of which the Company’s ownership interest was $402 million with the remaining ownership interest in CoInvest VII being owned by AADE.

Additionally, the Company and AADE have made loans directly to MidCap Financial Holdings LLC (“MidCap Financial”) to which subsidiaries of MidCap succeeded as borrower. The Company and AADE have entered into a subordinated debt facility with MidCap Financial with a maturity date of January 2022. In January 2016, the subordinated debt facility was amended and restated in connection with new loans made by third-party lenders. The loans under the amended and restated facility mature in January 2026 and earn interest at a rate of 9.0% per annum. For the years ended December 31, 2018, 2017 and 2016, the Company earned income of $10.0 million, $10.0 million and $13.8 million, respectively, in connection with the subordinated debt financing. These loans are categorized as bonds within the Company’s statutory financial statements. The principal balance owing to the Company was $110 million as of each of December 31, 2018, 2017 and 2016. For the years ended December 31, 2018, 2017 and 2016, AADE earned income of $12.3 million, $12.3 million and $16.9 million, respectively, in connection with the subordinated debt financing. The principal balance owing to AADE was $135 million as of each of December 31, 2018, 2017 and 2016.

From time to time, the Company has entered into participation arrangements with MidCap Financial Holdings Limited (“MidCap Holdings”) with respect to loans the Company purchases that were originated or otherwise sourced by MidCap Holdings. In January 2016, the Company and AADE purchased a pool of loans that were sourced by MidCap and contemporaneously sold subordinated participation interests in the loans to a subsidiary of MidCap receiving aggregate consideration of $18 million and $6 million, respectively. As of December 31, 2018, the Company had no subordinated participation interest due to MidCap. As of December 31, 2017 and 2016, $10.5 million and $10.6 million, respectively, was due to MidCap by the Company under the subordinated participation agreement. As of December 31, 2018, AADE had no subordinated participation interest due to Midcap. As of each of December 31, 2017 and 2016, $3.5 million was due to MidCap by AADE under the subordinated participation agreement. In addition, from time to time, MidCap may originate or source loans that the Company purchases directly. As is customary practice for loan originators, MidCap may retain a percentage of the origination fees on the loans the Company purchases that are paid by the borrowers and may also act as agent for the lenders under the related loan agreements.

AmeriHome

The Company holds a significant investment in AmeriHome, a mortgage lender and mortgage servicer, through the Company’s investment in A-A Mortgage, an investment fund managed by AAM. AmeriHome originates assets that the Company may acquire that are consistent with the Company’s investment strategy. For the year ended December 31, 2018, the Company did not make equity investments in A-A Mortgage. For the years ended December 31, 2017 and 2016, the Company made equity investments of $6.9 million and $59.9 million, respectively. The Company has approximately 24% of the economic interests in A-A Mortgage, A-A Mortgage owns 100% of the equity interests in Aris Holdco (not including profits interests in Aris Holdco held by AmeriHome management), and Aris Holdco owns 100% of the equity interests in AmeriHome. AADE and STAR together have approximately 35% of the economic interests in A-A Mortgage. In addition, one of the Company’s directors, Martin P. Klein, currently serves on the board of Aris Holdco.

In connection with the Company’s equity investment in A-A Mortgage, the Company agreed that Aris Holdco will pay AAM a management fee equal to 1.5% of Aris Holdco’s consolidated equity, in addition to the 10% carried interest that AAM receives subject to an 8% hurdle. This management fee is paid in respect of certain management and oversight services provided by AAM to A-A Mortgage and its subsidiaries. In connection with transaction advice that may be rendered by Apollo Global Securities, LLC (“AGS”) relating to certain strategic transactions that may be entered into by Aris Holdco and/or its subsidiaries, Aris Holdco has agreed, subject to

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certain limitations, to pay AGS transaction fees equal to 1% of the aggregate consideration in such transactions for which AGS provides advice. In addition, certain other investors in A-A Mortgage, including an Apollo-affiliated fund, as a condition to their commitments to invest in A-A Mortgage, required that the amounts paid by Aris Holdco to AAM in respect of the management fee and amounts paid to AGS in respect of transaction fees would be rebated to such investors.

Gross management fees incurred by Aris Holdco for services rendered by AAM for the years ended December 31, 2018, 2017 and 2016 totaling $2.7 million, $2.5 million and $1.8 million, respectively, were rebated to other investors in A-A Mortgage. AAM recognized approximately $8.1 million, $6.5 million and $4.6 million in unrealized incentive income for the years ended December 31, 2018, 2017 and 2016, respectively.

In 2015, the Company entered into loan purchase and servicing agreements with AmeriHome. The agreements allow the Company to purchase certain residential mortgage loans which AmeriHome has originated or purchased from correspondent sellers and pooled for sale in the secondary market. AmeriHome retains the servicing rights to the sold loans and generally charges a fee of 25 basis points on the loans serviced. For the years ended December 31, 2018, 2017 and 2016, the Company purchased $722.0 million, $45.1 million and $22.6 million, respectively, of residential mortgage loans under this agreement. As of December 31, 2018, 2017 and 2016, the Company held $784.7 million, $82.5 million and $59.0 million, respectively, of residential mortgage loans purchased under the agreement. Additionally, AADE purchased ABS securities issued by AmeriHome affiliates in the amount of $119.0 million during the year ended December 31, 2018.

Strategic Partnership

On October 24, 2018, Athene entered into an agreement pursuant to which the Athene Group may invest up to $2.5 billion over three years in funds managed by Apollo entities (the “Strategic Partnership”). This arrangement is intended to permit the Athene Group to invest across the Apollo alternatives platform into credit-oriented, strategic and other alternative investments in a manner and size that is consistent with the Athene Group’s existing investment strategy. Fees for such investments payable by the Athene Group to Apollo would be more favorable to the Athene Group than market rates, and consistent with the Athene Group’s existing alternative investments, investments made under the Strategic Partnership require approval of AAM and remain subject to Athene’s existing governance processes, including approval by Athene’s conflicts committee where applicable. During the fourth quarter of 2018, the Company invested $16 million under the Strategic Partnership.

Shared Services Agreements

The Company has entered into the Shared Services Agreements, pursuant to which it may receive services and personnel employed by other Athene subsidiaries that are party to the agreements and by AAM. Expenses for such services are based on the amount of time spent on the affairs of the other party in addition to actual expenses incurred and cost reimbursements. Amounts that the Company incurred, directly or indirectly, to Athene’s other subsidiaries were $232 million, $218 million and $204 million for the years ended December 31, 2018, 2017 and 2016, respectively.

These shared services agreements can be terminated for any reason upon thirty days’ notice. The shared services agreements can also be terminated immediately with respect to a specific party in the event of the insolvency of another party to the agreements, among other things.

Investment Portfolio Trades with Affiliates

From time to time, AAM and/or Apollo executes cross trades which involve the purchase or sale of assets in a transaction between the Company, on the one hand, and another subsidiary of Athene, a third party or an Apollo affiliated entity, in any case, to which Apollo or its affiliate acts in an investment advisor, general partner, managing member, collateral manager or other advisory or management capacity, on the other hand. In addition, from time to time, the Company may purchase or sell securities from or to related parties, other than through a cross trade transaction. The Company believes that these transactions are undertaken at market rates, and are executed based on third-party valuations, where possible. For the years ended December 31, 2018, 2017 and 2016, the aggregate value

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of such transactions where the Company acquired investments from related parties, through cross trades or otherwise, amounted to $478.1 million, $19.8 million and $4.5 million, respectively. For the years ended December 31, 2018, 2017 and 2016, the aggregate value of such transactions where the Company sold investments to related parties, through cross trades or otherwise, amounted to $961.3 million, $676.0 million and $196.9 million, respectively.

Commercial Mortgage Loan Servicing Agreements

The Company has entered into commercial mortgage loan servicing agreements with AAM. Pursuant to these agreements, the Company has engaged AAM to (1) assist with the origination of and provide servicing of, commercial loans owned by the Company or in which it participates, secured by mortgages, deeds of trust or documents of similar effect encumbering certain real property and commercial improvements thereon and (2) provide for management and sale of real estate owned properties.

Apollo Commercial Real Estate Finance, Inc.

On August 31, 2016, Apollo Residential Mortgage, Inc. (“AMTG”) merged with and into Apollo Commercial Real Estate Finance, Inc. (“ARI”), with ARI continuing as the surviving corporation (the “Merger”). In connection with the Merger, the Company entered into an Asset Purchase and Sale Agreement (the “Asset Purchase Agreement”) among it, ARI and AADE. Pursuant to the Asset Purchase Agreement, immediately following the consummation of the Merger, the Company and AADE purchased from ARI $1.1 billion and $86 million, respectively, of primarily non-agency RMBS.

Other Related Party Transactions and Relationships

Reinsurance Agreements

The Company has entered into numerous reinsurance agreements with other subsidiaries of Athene, pursuant to which it cedes certain risks to such subsidiaries. See “Products-Life and Other” and “Reinsurance” for a discussion regarding the related party reinsurance relationships to which the Company is a party. Settlement amounts incurred by the Company pursuant to the various reinsurance agreements amounted to $397 million, $347 million and $217 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Tax Allocation Agreements

The Company has entered into tax allocation agreements among it and various other subsidiaries of Athene. Collectively, the parties to the agreements are considered an “affiliated group” under the Internal Revenue Code of 1986, as amended, and are included in the consolidated federal income tax return of the affiliated group, which is filed by AADE. The agreements establish a method for providing reimbursement to AADE for payment of each entity’s share of the consolidated tax liability of the affiliated group and a method for providing reimbursement to each entity for losses incurred by such entity that reduce the consolidated tax liability of the affiliated group. During the years ended December 31, 2018, 2017 and 2016, the Company made payments (received benefits) under the tax allocation agreements in the amount of $65.6 million, $(5.9) million and $111.9 million, respectively.

Intercompany Promissory Note

The Company has entered into an unsecured revolving promissory note, dated as of May 1, 2016, among it and certain other AUSA subsidiaries, as “Makers,” and AUSA, as “Holder” (the “Intercompany Note”). Pursuant to the Intercompany Note, on or before May 1, 2021, the Company may request and AUSA, at its sole discretion, may make, advances to or on behalf of the Company in an amount not to exceed $200 million, when aggregated with all advances made to all Makers pursuant to the Intercompany Note. All borrowings made under the Intercompany Note, together with interest on the unpaid principal balance, are due on the earlier of May 1, 2021 and the date of demand for such repayment made by AUSA. Interest accrues on any outstanding principal balance at a per annum rate equal to 1 month London Interbank Offered Rate + 162.5 basis points and is payable quarterly in arrears. On April 19, 2018, AADE drew an advance of $75.0 million under the Intercompany Note. AADE repaid the $75.0 million advance on June 29, 2018, resulting in no amount outstanding under the Intercompany Note as of

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December 31, 2018. To date, the Company has had no borrowings under the Intercompany Note.

Net Worth Maintenance Agreement

The Company has entered into a net worth maintenance agreement, effective as of October 1, 2013, between it and Athene. Pursuant to the net worth maintenance agreement, Athene agrees to maintain the Company’s “total adjusted capital” (“TAC”) at a minimum of 200% of “company action level risk based capital” (as the terms in quotes are defined in the insurance laws in the State of Iowa as of October 1, 2013) for so long as the Company is under Athene’s control (as the term control is defined in Section 521A.1 of the Iowa Insurance Code). Pursuant to the agreement, the Company agrees not to pay any dividends if such dividend payment would cause its TAC to fall below 200% of its company action level risk based capital, unless such dividend had been approved by the Iowa Insurance Division (the “IID”) prior to its distribution. To date, the Company has received no support from Athene under the net worth maintenance agreement.

Joint Investments

From time to time, in the ordinary course of business, the Company invests in securities in which other Athene subsidiaries have an interest. Such investments may be in the form of co-investments in which the parties acquire an interest in the investment contemporaneously or otherwise in connection with an integrated transaction, or may be in the form of an unrelated investment in which one or more other Athene subsidiaries have a pre-existing interest.

Related Party Transaction Policy

Athene has established a related party transaction policy which provides procedures for the review of transactions in excess of $120,000 in any year involving Athene and/or one or more of its subsidiaries, including the Company, in which any covered person has a direct or indirect material interest, with certain exceptions. Covered persons include any director, executive officer, director nominee, shareholders known to Athene to beneficially own 5% or more of its Class A common shares and Class B common shares or any immediate family members of the foregoing. Any such related party transactions shall require advance approval by a majority of Athene’s independent directors or by Athene’s conflicts committee to the extent that such transactions constitute Apollo Conflicts (as described below) or related party transactions incidental or ancillary thereto. To the extent that the related party transaction is other than either an Apollo Conflict or a related party transaction that is incidental or ancillary thereto, Athene’s audit committee charter provides that the audit committee has the authority to review and approve all such transactions.

Because the Apollo Group has a significant voting interest in Athene, and because Athene and its subsidiaries, including the Company, have entered into, and will continue in the future to enter into, transactions with Apollo and its affiliates, Athene’s Bye-laws require it to maintain a conflicts committee designated by Athene’s board of directors, consisting of directors who are not officers, general partners, directors, managers or employees of any member of the Apollo Group. The conflicts committee reviews and approves material transactions by and between Athene and its subsidiaries, on the one hand, and the Apollo Group, on the other hand, including any modification or waiver of the IMAs with AAM, subject to certain exceptions.

An “Apollo Conflict” is:

• the entering into or material amendment of any material agreement by and between Athene and/or its subsidiaries, on the one hand, and any member of the Apollo Group, on the other hand; or

• the imposition of any new fee on or increase in the rate of fees charged to Athene or any of its subsidiaries by a member of the Apollo Group, or the provision for any additional expense reimbursement to or offset by a member of the Apollo Group to be borne by Athene or any of its subsidiaries, directly or indirectly, pursuant to any material agreement by and between Athene or any of its subsidiaries and any member of the Apollo Group (except to the extent that any such material agreement sets forth the actual amount or formula for calculating the amount of any new fee or

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increase in the rate at which such fee is charged and such material agreement has been approved or is exempt from approval under the conflicts committee charter).

Athene requires that any new (or amendments to any existing) transactions by and between Athene or its subsidiaries and any member of the Apollo Group be, prior to the time such transaction is entered into:

• fair and reasonable, taking into account the totality of the relationships between the parties involved (including other transactions that may be or have been particularly favorable to Athene or any of its subsidiaries);

• entered into on an arms-length basis;

• approved by a majority of Athene’s disinterested directors;

• approved by the holders of a majority of Athene’s issued and outstanding Class A common shares;

• approved by the conflicts committee; or

• approved by a committee consisting solely of two or more disinterested directors duly appointed by Athene’s board of directors to review such transaction instead of the conflicts committee, and provided that any such approval of a transaction by such committee complies with Athene’s Bye-Laws.

In connection with any matter submitted to the conflicts committee, materials are prepared by Athene’s management summarizing the applicable conflict and recommending the proposed transaction. The conflicts committee reviews market comparison data (to the extent available) relating to the reasonableness of any proposed fees to be paid.

For operational and administrative ease, certain transactions that fall within the definition of an Apollo Conflict but do not pose a material risk to Athene or its subsidiaries need not be approved by the conflicts committee. As described below, these exceptions include specific thresholds under which Athene may engage Apollo or its affiliates in an investment management or advisory (or sub-management or sub-advisory) capacity without prior conflicts committee review or approval. The following transactions, among others, are expressly excluded from the definition of Apollo Conflict and do not require the consent or review of the conflicts committee:

• (i) entering into new IMAs or MSAAs with members of the Apollo Group on terms similar to and not more economically favorable in the aggregate to the Apollo Group than those currently in effect (provided, that payment of additional total fees and/or expenses at the same or no greater fee and/or expense reimbursement rate shall not be deemed to be more economically favorable to the Apollo Group) or (ii) amendments to the agreements described in (i) above for the purpose of adding a subsidiary of Athene thereto;

• the provision of any insurance related products by or to Athene or any of its subsidiaries to or by the Apollo Group; provided that the provision of such products is an ordinary course transaction entered into on an arms-length basis on terms no less favorable to Athene or its subsidiaries than could be contemporaneously obtained from or provided to an unaffiliated party;

• any transactions, rights or agreements between Athene or any of its subsidiaries and any portfolio company of the Apollo Group that pertain to the ordinary course business of such portfolio company; provided, that any such transactions, rights or agreements (taken as a whole) are no less favorable to Athene or the applicable subsidiary than could be obtained from or provided to an unaffiliated party;

• an investment by Athene or any subsidiary thereof in an Apollo-sponsored vehicle; provided, that an officer of a member of the Apollo Group provides a written certificate to Athene’s board of directors that such investment provides Athene or its subsidiary, as applicable, with the same or better terms or a most favored nations clause (in all cases, taken as a whole with respect to such Apollo-sponsored vehicle and without consideration of any Designated Terms (as defined below)) as those applicable to other investors (excluding Designated Investors (as defined below)) in the same Apollo-sponsored vehicle who invested an amount in such vehicle equal to or less than that invested by Athene and its

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subsidiaries; and provided, further, that such investment represents no more than 25% of the outstanding or expected equity interests of such Apollo-sponsored vehicle (based on prior record related to the strategy), Designed Investor and Designated Terms shall have the meanings set forth for such terms or other similar terms in any customary side letter entered into by the applicable Apollo Group advisor or manager, Apollo-sponsored vehicle or other Apollo Group entity, on the one hand, and investors, other than Athene or a subsidiary thereof, who have invested in the same Apollo-sponsored vehicle, or entered into an investment management, sub-advisory or similar agreement with the Apollo Group for the same asset class, on the other hand;

• a transaction that has been approved by a majority of Athene’s disinterested directors, provided that the disinterested directors are notified that such transaction would otherwise constitute an Apollo Conflict prior to such approval;

• material amendments to contracts or transactions previously approved by the conflicts committee or a majority of Athene’s disinterested directors, or which are not required to be approved by either, so long as, in each case, such amendments either (i) are not materially adverse to Athene or any of its subsidiaries, or (ii) would not cause the relevant contract or transaction to require approval by the conflicts committee or a majority of Athene’s disinterested directors under Athene’s Bye-laws after giving effect to the relevant amendment;

• the entry into any IMA with the Apollo Group or amending an MSAA currently in effect (or entering into a new MSAA), so long as (i) such agreement is on terms in the aggregate (including expense reimbursement and indemnities) no less favorable to Athene than customary market terms (excluding the fees charged under the IMA); and (ii) either (a) the rates on assets under management (“AUM”) under such agreement (including any carried interest or similar profit allocation, but, for the avoidance of doubt, excluding the fees charged under the IMA) do not exceed 50 basis points per annum for non-alternative assets; (b) the rates on AUM under such agreement (including any carried interest or similar profit allocation, but, for the avoidance of doubt, excluding the fees charged under the IMA) do not exceed 100 basis points per annum for alternative assets; or (c) an officer of a member of the Apollo Group provides a written certification to Athene’s board of directors that such agreement provides Athene or its subsidiary, as applicable, with the same or better terms or a most favored nations clause (in all cases, taken as a whole with respect to such agreement and without consideration of any Designated Terms) with respect to other investors (excluding Designated Investors) who have entered into an investment management agreement or sub-advisory or similar agreement with the Apollo Group for the same asset class and whose AUM with respect to such agreement and asset class are all equal or less than those subject to the agreement between Athene and the Apollo Group with respect to such asset class. In addition, investments in an Apollo-sponsored vehicle are not deemed Apollo Conflicts so long as such Apollo-sponsored vehicle charges fees in line with those discussed in (a) and (b) above;

• allocations of costs or expenses between Athene or any of its subsidiaries and the Apollo Group not in excess of five basis points per annum, calculated on the total investible assets of Athene and its subsidiaries including accounts supporting reinsurance agreements for which Athene or a subsidiary thereof acts as reinsurer as of the effective date of such allocation (provided that any such allocation of costs or expenses may not be used to pay investment management fees);

• one or more investments by Athene or any subsidiary thereof in an Apollo-sponsored vehicle, including any upsize, renewal or extension of an existing investment, up to and including $250 million per investment (or series of related investments), provided that (i) any such investment is on terms, including with respect to fees, which a member of the Apollo Group certifies that it believes are in the aggregate no less favorable to Athene or a subsidiary thereof than terms a similarly situated but unaffiliated person would receive in an arm’s length transaction, (ii) the (a) management fees earned by the Apollo Group shall not exceed 2% of assets or commitment, as applicable, and (b) carried interest or performance fees earned by the Apollo Group for any such investment shall not exceed 20% of the profits, and (iii) any special fees or other fees earned by any member of the Apollo Group in connection with any such investment shall offset management

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fees (to the extent of management fees) or if such fees do not offset management fees, they shall be arm’s length or approved by the Apollo-sponsored vehicle’s limited partner advisory board; and

• any other class of transactions, rights, fees or agreements determined by approval of the conflicts committee to not be an Apollo Conflict nor require approval of the conflicts committee.

Each strategy that is managed, advised or sub-advised for Athene or any of its subsidiaries by AAM or another member of the Apollo Group through a managed account and was previously subject to conflicts committee approval (other than the existing IMA or new IMAs previously approved) may be re-examined by the conflicts committee if such strategy underwent a material change in the amount of AUM in the immediately preceding 12 months.

Athene’s conflicts committee or applicable disinterested directors have previously approved the existing transactions described above under “ —Relationships and Related Party Transactions Involving Apollo or its Affiliates” that are required to be approved by the terms of Athene’s conflicts committee charter.

While the Company does not maintain written policies and procedures separate from those of Athene described above, transactions of the type that would be required to be reported herein, but that are not covered by the Athene policy described above, namely those transactions between the Company, on the one hand, and Athene or other subsidiaries of Athene, on the other hand, are generally approved by the Company’s board of directors. The existing transactions described above under “ —Other Related Party Transactions and Relationships” were approved by the Company’s board of directors.

Company Related Risk Factors

The Company’s financial condition depends, in part, on the accuracy of management’s assumptions and estimates, and the Company’s financial condition could be adversely affected if these assumptions and estimates differ significantly from actual results.

The Company makes and relies on certain assumptions and estimates regarding many items related to its business, including interest rates, investment returns, expenses and operating costs, tax assets and liabilities, business mix, surrender activity, mortality and contingent liabilities. The Company also uses these assumptions and estimates to make decisions crucial to its business operations, such as establishing pricing, target returns and expense structures for its products; determining the amount of reserves it is required to hold for its policy liabilities; the price it will pay to acquire or reinsure business; the hedging strategies to manage risks to its business and operations; and the amount of regulatory and rating agency capital it must hold to support its business. The factors influencing these assumptions and estimates cannot be calculated or predicted with certainty, and if these assumptions and estimates differ significantly from actual outcomes and results, the Company’s financial condition may be adversely affected.

In particular, the Company’s financial condition may be significantly affected by the accuracy of the Company’s assumptions and estimates regarding its insurance products and liabilities, determinations of fair value, hedging strategies and financial statements.

• Insurance Products and Liabilities. Pricing of the Company’s annuity and other insurance products, whether issued by the Company or acquired through reinsurance or acquisitions, is based upon assumptions about factors such as persistency (how long insurance products remain in force), mortality (how long insureds live) and rates of election (the rates at which optional guaranteed benefits under insurance products are elected). If emerging or actual experience deviates from the Company’s assumptions, such deviations could have a significant effect on the financial condition of the Company. For example, a significant portion of the Company’s in-force and newly-issued products contain riders that offer guaranteed lifetime income or death benefits. These guarantees expose the Company to mortality, longevity and policyholder behavior risks. If actual utilization of certain guaranteed benefits is adverse when compared to the Company’s estimates used in setting its reserves for future policy benefits, these reserves may prove to be inadequate and the Company may

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be required to increase them. More generally, deviations from the Company pricing expectations may require the Company to make more payments under certain products than it had projected. The Company has limited experience to date on policyholder behavior for its guaranteed benefit products. As a result, future experience could deviate significantly from the Company’s assumptions.

• Determination of Fair Value. The Company holds securities, derivative instruments and other assets and liabilities that must be measured at fair value. Fair value is the anticipated amount that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction. The determination of fair value involves the use of various assumptions and estimates, and considerable judgment may be required to estimate fair value. Accordingly, estimates of fair value are not necessarily indicative of the amounts that could be realized in a current or future market exchange. As such, changes in, or deviations from, the assumptions used in such valuations can significantly affect the Company’s financial condition. During periods of market disruption, including periods of rapidly changing credit spreads or illiquidity, if trading becomes less frequent or market data becomes less observable, it has been and will likely continue to be difficult to value certain of the Company’s investments. Further, rapidly changing credit and equity market conditions could materially impact the valuation of investments as reported within the Company's financial statements, and the period-to-period changes in value could vary significantly. Even if the Company’s assumptions and valuations are accurate at the time that they are made, the market value of the Company’s investments could subsequently decline, which could adversely impact the financial condition of the Company.

• Hedging Strategies. The Company uses, and may in the future use, derivatives and reinsurance contracts to hedge risks such as current or future changes in the fair value of its assets and liabilities; current or future changes in cash flows; changes in interest rates, equity markets and credit spreads; the occurrence of credit defaults; currency fluctuations; and changes in mortality and longevity. The Company uses equity derivatives to hedge the liabilities associated with its fixed indexed annuities. The Company’s hedging strategies rely on assumptions and projections regarding the Company’s assets and liabilities, as well as general market factors and the creditworthiness of the Company’s counterparties, any or all of which may prove to be incorrect or inadequate. Accordingly, the Company’s hedging activities may not have the desired impact. The Company may also incur significant losses on hedging transactions.

• Financial Statements. The preparation of the financial statements of the Company, including the notes thereto, requires management to make various estimates and assumptions that affect the amounts reported in the financial statements. These estimates include, but are not limited to, the fair value of investments, impairment of investments and valuation allowances, the valuation of derivatives, future policy benefit reserves, valuation allowances on deferred tax assets and stock-based compensation. The assumptions and estimates required for these calculations involve judgment and by their nature are imprecise and subject to changes and revisions over time. Accordingly, the Company’s financial results may be adversely affected from time to time by actual results differing from assumptions. Any of these inaccuracies could result in material adjustments to the Company’s financial statements.

The Company is dependent on certain reinsurance arrangements with AADE and AARe.

The Company has entered into a coinsurance agreement with AADE and has also entered into certain Modco Agreements and a funds withheld agreement with AARe. Pursuant to the coinsurance agreement, the Company cedes to AADE all of its retail annuity business issued on or after January 1, 2018, on a 50% quota share basis. Pursuant to the Modco Agreements and the funds withheld agreement (collectively, the “Applicable Agreements”), the Company cedes to AARe 80% to 100% of its remaining business. The Company expects to cede to AARe, on a modified coinsurance basis, 80% of all liabilities arising out of the Contract. Under each of the Applicable Agreements, AARe is required to fund a Modco Account or a Funds Withheld Account, as applicable, with assets equal to the gross statutory reserves corresponding to the ceded business (the “Reserves”). Payments on the liabilities ceded by the Company are made from the applicable Modco Account or Funds Withheld Account

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when due. To the extent that the assets maintained in a Modco Account or Funds Withheld Account, as applicable, are less than the corresponding Reserves, AARe is required to transfer assets to the Company to be deposited into the applicable account on a quarterly basis. Should AARe fail to make any such transfer, the Company’s ability to make payments on a ceded liability could be adversely affected. Due to the Applicable Agreements, the amount of capital and surplus that the Company is required to maintain is less than what would be required if the insurance liabilities were not ceded to AARe. Therefore, the Company may have fewer assets available to make payments under its insurance liabilities in the event of a default by AARe. In addition, the Company remains primarily liable for the policies ceded to AADE and may experience similar challenges in the event of a default by AADE. AARe and/or AADE, on the one hand, and the Company, on the other hand, may agree to modify or terminate the Applicable Agreements without the consent of policyholders, and such modification or termination may be detrimental to the interests of such policyholders and the Company’s ability to satisfy its financial obligations may be adversely affected.

The Company may be unable to meet minimum capitalization requirements, which can vary significantly from time to time and are sensitive to a number of factors outside of the Company’s control.

The Company is subject to state regulations that provide for minimum capitalization requirements based on risk-based capital (“RBC”) formulas for life insurance companies. In any particular year, the Company’s capital ratios and/or statutory surplus amounts may increase or decrease depending on a variety of factors, most of which are outside of the Company’s control, including, but not limited to, the following:

• the amount of statutory income or losses generated by the Company;

• the amount of additional capital the Company must hold to support its business growth;

• changes in reserve requirements applicable to the Company;

• changes in market value of certain securities in the Company’s investment portfolio;

• recognition of write-downs or other losses on investments held in the Company’s investment portfolio;

• changes in the credit ratings of investments held in the Company’s investment portfolio;

• the value of certain derivative instruments;

• changes in interest rates;

• credit market volatility;

• changes in policyholder behavior; and

• changes to the RBC formulas and interpretations of the National Association of Insurance Commissioners’ (“NAIC”) instructions with respect to RBC calculation methodologies.

There can be no assurance that the Company will be able to maintain its current RBC ratio in the future or that its RBC ratio will not fall to a level that could have a material adverse effect on its business. If the Company’s RBC ratio reaches certain minimum levels, the Company could be subject to examination or corrective action by state insurance regulators. Corrective actions may include limiting the Company’s ability to write additional business, supervision by regulators, and seizure or liquidation of assets, each of which could adversely affect the financial condition of the Company.

Interest rate fluctuations could adversely affect the financial condition of the Company.

Interest rate risk is a significant market risk for the Company. The Company defines interest rate risk as the risk of an economic loss due to changes in interest rates. This risk arises from the Company’s holdings in interest rate-sensitive assets (e.g., fixed income assets) and liabilities (e.g., fixed deferred and immediate annuities). Substantial and sustained increases or decreases in market interest rates can adversely affect the Company’s financial condition in numerous ways, including the following:

• Significant changes in interest rates expose the Company to the risk of not realizing anticipated spreads between the rates of return on the Company’s investments and the crediting rates at which payments are

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made to the Company’s policyholders.

• Changes in interest rates may negatively affect the value of the Company’s assets and the Company’s ability to realize gains or avoid losses from the sale of those assets. Significant volatility in interest rates may have a larger adverse impact on certain assets in the Company’s investment portfolio that are highly structured or have limited liquidity.

• Changes in interest rates may cause changes in prepayment rates on fixed-income assets in the Company’s investment portfolio. For instance, falling interest rates may accelerate the rate of prepayment on mortgage loans, while rising interest rates may decrease such prepayments below the level of the Company’s expectations. At the same time, falling interest rates may result in the lengthening of duration for policies and liabilities due to the guaranteed benefits contained in the Company’s products, while rising interest rates could lead to increased policyholder withdrawals and a shortening of duration for liabilities. In either case, the Company could experience a mismatch in its assets and liabilities and potentially incur economic losses, which may have an adverse effect on the Company’s financial condition.

• During periods of declining interest rates or a prolonged period of low interest rates, life insurance and annuity products may be relatively more attractive to consumers than other investments. This may cause the Company’s assumptions regarding persistency to prove inaccurate as the Company’s customers opt to not surrender or take withdrawals from their products, which may ultimately result in the Company paying more in claims than expected.

• During periods of declining interest rates, the Company may have to reinvest the cash it receives as interest or return of principal on its investments into lower-yielding high-grade instruments or seek potentially higher-yielding, but higher-risk instruments in an effort to achieve returns comparable with those attained during more stable interest rate environments.

• In periods of rapidly increasing interest rates, withdrawals from and/or surrenders of annuity contracts may increase as policyholders choose to seek higher investment returns elsewhere. Obtaining cash to satisfy these obligations may require the Company to liquidate fixed-income investments at a time when market prices for those assets are depressed. This may result in realized investment losses for the Company.

The Company is subject to the credit risk of its counterparties, including reinsurers who assume liabilities from the Company and derivative counterparties.

The Company may cede certain risks by entering into reinsurance agreements. Under such agreements, the Company will be liable for losses relating to insurance risks if the applicable reinsurer fails to perform under its reinsurance agreement with the Company. In connection with the acquisition of the Company, the Company entered into reinsurance agreements with affiliates of Global Atlantic pursuant to which the Company effectuated a sale of substantially all of the Company’s life insurance business. Because these agreements involve reinsurance of an entire business segment, the agreements collectively cover a much larger volume of business than traditional reinsurance agreements. Additionally, although the applicable affiliates of Global Atlantic are obligated to maintain assets in trust or custody accounts for the Company’s benefit to support substantially all of such affiliates’ financial obligations under their reinsurance agreements with the Company, as Global Atlantic’s affiliates are the only counterparties under the agreement, the Company faces a heightened risk of default with respect to Global Atlantic in particular. In addition, the Company does not have a security interest in the assets in the custody accounts supporting the reinsurance agreements. Therefore, in the event of an insolvency of the relevant Global Atlantic affiliated insurance company acting as reinsurer, the Company’s claims would be subordinated to those of such insurance company’s policyholders and the assets in the relevant custody accounts may be available to satisfy the claims of such insurance company’s general creditors in addition to the Company. As with any other reinsurance agreement, the Company remains liable to its policyholders if the applicable Global Atlantic affiliate fails to perform. Although each agreement provides that the applicable Global Atlantic affiliate agrees to indemnify the Company for losses sustained in connection with its respective performance of each agreement, such indemnification may not be adequate to compensate the Company for losses actually incurred in the event that such

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Global Atlantic affiliate is either unable or unwilling to perform according to the applicable agreement’s terms. In addition to possible losses that could be incurred if the Company is forced to recapture these blocks, the Company may also face a substantial shortfall in capital to support the recaptured business, possibly resulting in material declines to its RBC ratio and/or creditworthiness.

The Company also assumes liabilities from other insurance companies. Changes in the ratings, creditworthiness or market perception of such ceding companies or in the administration of policies reinsured to the Company could cause policyholders of contracts reinsured to the Company to surrender or lapse their policies in unexpected amounts. In addition, to the extent such ceding companies do not perform under their reinsurance agreements with the Company, the Company may not achieve the results it intended and could suffer unexpected losses. In either case, the Company has exposure to its reinsurance counterparties which could adversely affect the Company’s financial condition.

In addition, the Company is exposed to credit loss in the event of nonperformance by its counterparties on derivative agreements. The Company seeks to reduce the risk associated with such agreements by entering into such agreements with large, well-established financial institutions. There can be no assurance that the Company will not suffer losses in the event a counterparty on a derivative agreement fails to perform or fulfill its obligations.

The Company relies significantly on third parties for various services that are important to the Company’s business, and the acts or omissions of such third parties may adversely affect the Company’s financial condition.

The Company relies significantly on third parties to provide various services that are important to the Company’s business, including investment, distribution, administrative, operational and technological services. As such, the Company’s business may be affected by the performance of those parties. If a service provider fails to fulfill its obligations or acts inappropriately (such as by violating applicable law), the Company’s financial condition could be adversely affected as a result of investment losses, reduced sales, operational difficulties, customer complaints, regulatory intervention, and potential litigation or regulatory actions.

Interruption or other failures in operational systems or a failure to maintain the security, integrity, confidentiality or privacy of sensitive data residing on those systems could have an adverse effect on the Company’s business.

The Company is highly dependent on automated and information technology systems to record and process its internal transactions and transactions involving its customers, as well as to calculate reserves, value its investment portfolios and complete certain other components of its financial statements. The Company could experience a failure of one of these systems, the Company’s employees or agents could fail to monitor and implement enhancements or other modifications to a system in a timely and effective manner or its employees or agents could fail to complete all necessary data reconciliation or other conversion controls when implementing a new software system or modifying an existing system. Additionally, anyone who is able to circumvent the Company’s security measures and penetrate the Company’s information technology systems could access, view, misappropriate, alter or delete information in the systems, including personally identifiable customer information and proprietary business information. Information security risks also exist with respect to the use of portable electronic devices, such as laptops, which are particularly vulnerable to loss and theft.

The Company believes that it has established and implemented appropriate security measures, controls and procedures to safeguard its information technology systems and to prevent unauthorized access to such systems and any data processed or stored in such systems, and it periodically evaluates and tests the adequacy of such systems, controls and procedures. In addition, the Company has established business continuity plans, which are designed to ensure that the Company is able to maintain all aspects of its key business processes functioning in the midst of certain disruptive events, including any disruptions to or breaches of information technology systems. Despite the implementation of security and back-up measures, the Company’s information technology systems may be vulnerable to physical or electronic intrusions, viruses or other attacks, programming errors and similar disruptions. The Company may also be subject to disruptions of any of these systems arising from events that are wholly or

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partially beyond its control (for example, natural disasters, acts of terrorism, epidemics, computer viruses and electrical/telecommunications outages). All of these risks are also applicable where the Company relies on outside vendors to provide services to the Company and its customers. The failure of any one of these systems for any reason, or errors made by the Company’s employees or agents, could in each case cause significant interruptions to its operations, which could harm its reputation, adversely affect its internal control over financial reporting or have a material and adverse effect on the Company’s business, financial condition and results of operations and adversely affect the Company’s ability to make timely payments in full in respect of the annuity products being issued hereunder.

The Company retains confidential information in its information technology systems and it relies on industry standard commercial technologies to maintain the security of those systems. Despite the Company’s implementation of network security measures, its servers could be subject to physical and electronic intrusions and similar disruptions from unauthorized tampering with its computer systems. While the Company performs penetration tests and has adopted a number of measures to protect the security of customer and company data, and to its knowledge has not experienced a successful cyber attack that has resulted in any material compromise in the security of its information technology systems, there is no guarantee that such an attack will not occur or be successful in the future.

In addition, an increasing number of jurisdictions require that customers be notified if a security breach results in the disclosure of personally identifiable customer information. Any compromise of the security of the Company’s information technology systems that results in inappropriate disclosure or use of personally identifiable customer information could damage the reputation of the Company’s brand in the marketplace, deter purchases of the Company’s products, subject the Company to heightened regulatory scrutiny or significant civil and criminal liability and require it to incur significant technical, legal and other expenses.

Even in the absence of a compromise in the security of the Company’s information technology systems, inappropriate disclosure or use of personally identifiable customer information may occur in the event of a compromise in the security of the information technology systems of the Company’s third-party advisors or business partners with whom the Company shares such data. Any such inappropriate disclosure or use could likewise damage the Company’s reputation in the marketplace, deter purchases of the Company’s insurance products, subject the Company to heightened regulatory scrutiny or significant civil and criminal liability and require the Company to incur significant technical, legal and other expenses.

The Company may be the target or subject of, and may be required to defend against or respond to, litigation or regulatory investigations or enforcement actions.

The Company operates in an industry in which various practices are subject to potential litigation (including class action litigation) and regulatory scrutiny. The Company, like other financial services companies, is involved in litigation and arbitration in the ordinary course of business and may be the subject of regulatory proceedings (including investigations and enforcement actions). In addition, the Company relies significantly on third-parties for various services, as previously described, and if such third-parties or their personnel violate applicable law and are deemed to have acted on behalf of the Company, the Company could become liable for such actions. Any lawsuit or regulatory proceeding may have an adverse effect on the Company’s reputation and business prospects. Also, plaintiffs may seek large or indeterminate amounts of damages in litigation and regulators may seek large fines in enforcement actions. Given the large or indeterminate amounts sometimes sought and the inherent unpredictability of litigation and enforcement actions, it is possible that an unfavorable resolution of one or more matters could have an adverse effect on the Company’s financial condition.

The Company and certain of its insurance subsidiaries have experienced increased service and administration complaints related to the conversion and administration of the block of life insurance business acquired in connection with Athene’s acquisition of Aviva USA and reinsured to affiliates of Global Atlantic. The life insurance policies included in this block have been and are currently being administered by AllianceOne, a subsidiary of DXC Technology Company, which was retained by such Global Atlantic affiliates to provide services

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on such policies. AllianceOne also administers certain annuity policies that were on Aviva USA’s legacy policy administration systems that were also converted in connection with the acquisition of Aviva USA and have experienced similar service and administration issues.

As a result of the difficulties experienced with respect to the administration of such policies, Athene has received notifications from several state regulators, including but not limited to the NYSDFS, the California Department of Insurance and the Texas Department of Insurance, indicating, in each case, that the respective regulator planned to undertake a market conduct examination or enforcement proceeding of the Company or one of its subsidiaries, as applicable, relating to the treatment of policyholders subject to Athene reinsurance agreements with affiliates of Global Atlantic and the conversion of such annuity policies, including the administration of such blocks by AllianceOne. On June 28, 2018, a subsidiary of the Company entered into a consent order with the NYSDFS resolving that matter in a manner that, when considering the indemnification received from affiliates of Global Atlantic, did not have a material impact on such subsidiary’s financial condition, results of operations or cash flows.

In addition to the foregoing, Athene has received inquiries, and expect to continue to receive inquiries, from other regulatory authorities regarding the conversion matter. In addition to the examinations and proceedings initiated to date, it is possible that other regulators may pursue similar formal examinations, inquiries or enforcement proceedings and that any examinations, inquiries and/or enforcement proceedings may result in fines, administrative penalties and payments to policyholders. While the Company does not expect the amount of any such fines, penalties or payments arising from these matters to be material to its financial condition, results of operations or cash flows, it is possible that such amounts could be material.

Pursuant to the terms of the reinsurance agreements between Athene and the relevant affiliates of Global Atlantic, the applicable affiliates of Global Atlantic have financial responsibility for the ceded life block and are subject to significant administrative service requirements, including compliance with applicable law. The agreements also provide for indemnification to Athene, including for administration issues.

The Company’s industry is highly regulated and the Company is subject to significant legal restrictions (including licensing), and these restrictions may have an adverse effect on the Company’s financial condition.

The Company’s insurance, annuity, retirement and investment businesses are subject to a complex and extensive array of laws and regulations that are administered and enforced by state insurance regulators, state securities administrators, state banking authorities, the SEC, FINRA, the DOL, the IRS and the Office of the Comptroller of the Currency. Failure to comply with these laws and regulations could subject the Company to administrative penalties imposed by a particular governmental or self-regulatory authority and unanticipated costs associated with remedying such failure or other claims, all of which could adversely affect the Company’s financial condition. In addition, state regulators retain the authority to license insurers in their states, and an insurer generally may not operate in a state in which it is not licensed. The Company’s ability to retain the Company’s licenses depends on the Company’s ability to meet requirements established by the NAIC and adopted by each state. If the Company is unable to satisfy the applicable requirements, it could lose its licenses to do business in certain states, be subject to additional regulatory oversight, have its licenses suspended or be subject to seizure of assets. Any such events could adversely affect the Company’s financial condition.

Corporate Governance

Director Independence

Each of Ms. Hormozi, Mr. Ruisi and Mr. Sabatini is considered independent under the independence standards of the NYSE. The Company does not have a separately designated audit, nominating or compensation committee, nor does it have any committees that perform a similar function to any of those committees. None of Mr. Kvalheim, Mr. Welp, Mr. Klein or Ms. Taitz is considered independent under the independence standards of the NYSE applicable to audit, nominating or compensation committees.

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Compensation Committee Interlocks and Insider Participation

The board of directors of the Company does not have a compensation committee or a committee that performs a similar function. All compensation decisions affecting the Company’s executive officers and directors are made pursuant to the compensation policies and procedures of Athene or the appropriate subsidiary thereof, other than the Company. No executive officer of the Company served as a member of a compensation committee, a committee that performs a similar function or the board of directors, of another entity that has, or had at any time during 2018, an executive officer who served as a member of the board of directors of the Company.

Selected Financial Data

The following tables set forth certain financial data for the periods indicated.

	Year ended December 31,
	2018		2017		2016		2015		2014
	($ In Thousands)
Statement of Operations Data:
Total premiums and other revenues	$	4,188,161	$	5,878,447	$	4,623,036	$	2,245,874	$	1,857,090
Total benefits and expenses	4,015,699		5,678,052		4,574,779		1,768,771		1,825,671
Net gain from operations before
federal income taxes	172,462		200,395		48,257		477,103		31,419
Net income	80,635		212,814		108,246		586,456		262,822

	December 31,
	2018		2017		2016		2015		2014
	($ In Thousands)
Balance Sheet Data:
Total cash and invested assets	$	50,733,555	$	50,121,392	$	45,408,429	$	42,219,913	$	42,448,918
Total admitted assets	57,996,952		54,933,284		47,966,834		44,012,441		44,405,333
Policy and contract liabilities	45,583,783		44,001,888		40,365,133		37,356,507		36,835,942
Total liabilities	56,762,788		53,769,075		46,871,325		42,946,156		43,365,306
Total capital and surplus	1,234,164		1,164,209		1,095,509		1,066,285		1,040,027

Note Regarding Forward Looking Statements

This prospectus contains forward-looking statements that are subject to certain risks and uncertainties. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “seek,” “assume,” “believe,” “may,” “will,” “should,” “could,” “would,” “likely” and other words and terms of similar meaning, including the negative of these or similar words and terms, in connection with any discussion of the timing or nature of future operating or financial performance or other events. However, not all forward-looking statements contain these identifying words. Forward-looking statements appear in a number of places throughout this prospectus and give the Company’s current expectations and projections relating to its financial condition; results of operations; plans; strategies; objectives; future performance; business; products, namely the Contract; and other matters.

The Company cautions you that forward-looking statements are not guarantees of future performance and that the performance of the Contract and the Company’s actual consolidated results of operations, financial

condition and liquidity may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. There can be no assurance that actual developments will be those anticipated by the Company. In addition, even if the performance of the Contract and the Company’s consolidated results of operations, financial condition and liquidity are consistent with the forward-looking statements contained in this prospectus, those results or developments may not be indicative of results or developments in subsequent periods. A number of important factors could cause actual results or conditions to differ materially from those contained or implied by the forward-looking statements, including the risks discussed in “Contract Risk Factors” and “Company Related Risk Factors.” Factors that could cause actual results or conditions to differ from those reflected in the forward-looking statements contained in this prospectus include:

• liquidity concerns that lead to premature withdrawals;

• changes to Cap Rates, Participation Rates and/or Annual Interest Rates;

• performance of the indices to which the Contract is linked;

• substitution of an index to which the Contract is linked;

• the accuracy of management’s assumptions and estimates;

• interest rate fluctuations;

• the Company’s potential need for additional capital in the future and the potential unavailability of such capital to the Company on favorable terms or at all;

• the impact of general economic conditions on the fair value of the Company’s investments;

• downgrades, potential downgrades or other negative actions by rating agencies;

• the impact of changes to the creditworthiness of the Company’s reinsurance and derivative counterparties;

• changes in consumer perception regarding the desirability of annuities as retirement savings products;

• potential litigation (including class action litigation), enforcement investigations or regulatory scrutiny against the Company and its subsidiaries, which the Company may be required to defend against or respond to;

• interruption or other operational failures in telecommunication and information technology and other operating systems, as well as the Company’s ability to maintain the security of those systems;

• increased regulation or scrutiny of alternative investment advisers and certain trading methods;

• potential changes to regulations affecting, among other things, transactions with the Company’s affiliates, the ability of the Company’s subsidiaries to make dividend payments or distributions to the Company, minimum capitalization and statutory reserve requirements for insurance companies and fiduciary obligations of parties who distribute the Company’s products;

• suspension or revocation of the Company’s insurance and reinsurance licenses;

• increases in the Company’s tax liability resulting from the BEAT;

• improper interpretation or application of the Tax Act or subsequent changes to, clarifications of or guidance under the Tax Act that is counter to the Company’s interpretation and has retroactive effect;

• adverse changes in U.S. tax law;

• other risks and factors listed under “4. Contract Risk Factors” and “Company Related Risk Factors.”

The Company cautions you that the important factors referenced above may not be exhaustive. In addition, the Company cannot assure you that it will realize the results or developments it expects or anticipates or, even if substantially realized, that they will result in the consequences or affect the Company or its operations in the way it expects or anticipates. In light of these risks, you should not place undue reliance upon any forward-looking statements contained in this report. The forward-looking statements included in this report are made only as of the

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date hereof. The Company undertakes no obligation, except as may be required by law, to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise. Comparisons of results for current and any prior periods are not intended to express any future trends, or indications of future performance, unless expressed as such, and should only be viewed as historical data.

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Management’s Discussion and Analysis

Basis of Presentation

The financial information included herein is prepared and presented in accordance with SAP prescribed or permitted by the Iowa Insurance Division. Certain differences exist between SAP and accounting principles generally accepted in the United States of America (“U.S. GAAP”), which are presumed to be material. For a summary of such differences, see “Financial Statements—Notes to Financial Statements – Statutory-Basis—Nature of Operations and Significant Accounting Policies—Basis of Presentation.”

Overview

The Company provides individuals with innovative financial solutions to address their retirement and investment needs. The Company has grown through sales of retail fixed annuities and beginning in 2017, the issuance of Group Annuities. The Company invests the proceeds received from the sale of retail fixed annuities and Group Annuities into a high quality asset portfolio to generate attractive financial results for its shareholder, while concurrently focusing on downside risk to meet its obligations to its policyholders. As of December 31, 2018, the Company directly serviced the significant majority of its approximately 670,000 annuity policyholders. The Company plans to continue to grow organically through sales of retail fixed annuities and issuance of Group Annuities.

For the year ended December 31, 2018, statutory net income was $80.6 million and net gain from operations was $172.5 million. As of December 31, 2018, the Company had $58.0 billion in statutory assets, $45.6 billion in annuity reserves and $22.6 billion of life insurance in force (substantially all of such in force life insurance has been reinsured to Accordia and Athene Re IV). The Company’s total adjusted capital (“TAC”), as defined by the NAIC, increased to $1.9 billion as of December 31, 2018 compared to $1.8 billion as of December 31, 2017.

The following table sets forth the calculation of the Company’s TAC:

	December 31,
	2018		2017
	($ In Thousands)
Capital and surplus	$	1,234,164	$	1,164,209
Asset valuation reserve	644,534		560,835
Subsidiary asset valuation reserve	7,309		4,482
Dividend liability	20,195		20,885
Total adjusted capital	$	1,906,202	$	1,750,411

Economic and Demographic Conditions

Market Conditions

During its March meeting, the Federal Reserve brought its tightening monetary policy to an end while also abandoning projections for any future rate increases for the current year. The flattening of the Treasury yield curve has given way to a yield curve inversion, in which decreases in yields on longer dated Treasuries have been coupled with increases in yields on short-term paper. Whether signaling low long-term inflation expectations, or an impending recession, or simply due to supply dynamics in the global search for asset yield, the level of longer dated Treasury yields affects the yield that the Company earns on invested assets. Although the yields on longer dated Treasuries have dropped, the spreads on most credit investments have widened, benefiting the yield of the Company’s new purchases. While current economic fundamentals appear strong, uncertainty about future fiscal policy, changes in tax policy, the scope of potential deregulation, the imposition of tariffs or other barriers to

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international trade and levels of global trade, the future path of the Federal Reserve’s quantitative tightening, along with uncertainty about the Federal Reserve’s ability to manage its normalization process and the impact on inflation and wage growth, may trigger continued volatility across financial markets, and specifically equity market volatility, which may adversely affect the hedging costs of the Company’s liability policy hedging program. Credit market volatility, which may widen credit spreads, benefits the Company’s investment purchases but may negatively affect the valuations of the Company’s in-force investment portfolio.

A volatile market environment may affect the Company’s ability to produce liability products that are profitable, have the Company’s desired risk profile, and are desirable to consumers. As a company with strong retirement, investment management and insurance capabilities, the Company expects that over the long term, market conditions resulting in higher Treasury yields and credit spreads will enhance the attractiveness of its portfolio of annuity products. The Company continues to monitor the behavior of its customers and other factors that react to market conditions, including annuitization rates and lapse rates, in order to best serve its customers and generate strong profitability for its shareholder.

Interest Rate Environment

As a retirement services company focused on issuing and reinsuring fixed annuities, the Company is affected by the monetary policy of the Federal Reserve in the United States as well as other central banks around the world. After having increased rates on four separate occasions during 2018, the Federal Reserve did not increase rates in March 2019 and also reduced expectations of further rate increases for the remainder of 2019. In spite of the Federal Reserve's rate actions during 2018, interest rates in the United States remain lower than historical levels.

The Company’s investment portfolio consists predominantly of fixed maturity investments. If prevailing interest rates were to rise, the Company believes the yield on its new investment purchases may also rise and its investment income from floating rate investments would increase while the value of its existing investments may decline. If prevailing interest rates were to decline, it is likely that the yield on the Company’s new investment purchases may decline and the Company’s investment income from floating rate investments would decrease, while the value of the Company’s existing investments may increase. The Company addresses interest rate risk through managing the duration of the liabilities it sources with assets it acquires through ALM modeling. As part of its investment strategy, the Company purchases floating rate investments, which it expects will perform well in a rising interest rate environment. The Company’s investment portfolio included $6.9 billion of floating rate investments, or 13.6% of the Company’s total invested assets as of December 31, 2018.

If prevailing interest rates were to rise, the Company believes its products would be more attractive to consumers and its sales would likely increase. In periods of prolonged low interest rates, the investment margin earned on deferred annuities may be negatively impacted by reduced investment income to the extent that the Company is unable to adequately reduce policyholder crediting rates due to policyholder guarantees in the form of minimum crediting rates or otherwise due to market conditions. As of December 31, 2018, most of the Company’s products were fixed annuities, which, on average, had minimum guarantees that were below the crediting rates on such deferred annuities, allowing the Company the ability to reduce rates before reaching the minimum guarantees. The Company’s remaining liabilities are associated with immediate annuities, group annuities, funding agreements or life contracts for which the Company has little to no discretionary ability to change the rates of interest payable to the respective policyholder. A significant majority of the Company’s deferred annuity products have crediting rates that the Company may reset annually upon renewal following the expiration of the current guaranteed period. While the Company has the contractual ability to lower these crediting rates to the guaranteed minimum levels, its willingness to do so may be limited by competitive pressures.

Demographics

Over the next four decades, the retirement-age population is expected to experience unprecedented growth. Technological advances and improvements in healthcare are projected to continue to contribute to increasing average life expectancy, and aging individuals must be prepared to fund retirement periods that will last longer than ever before. Further, many working households in the United States do not have adequate retirement savings. As a

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tool for addressing the unmet need for retirement planning, the Company believes that many Americans have begun to look to tax-efficient savings products with low-risk or guaranteed return features and potential equity market upside. The Company’s tax-efficient savings products are well positioned to meet this increasing customer demand.

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Analysis of Results of Operations - For the Years Ended December 31, 2018 and 2017

The following table sets forth the components of the Company’s statutory net income for the periods presented:

	Years Ended December 31,
	2018			2017			% Change
	($ In Thousands)
Premiums and other revenues
Premiums and annuity considerations for life and accident and
health policies and contracts	$	1,272,542		$	1,533,887		(17	)%
Considerations for supplementary contracts with life
contingencies	2,084			3,409			(39	)%
Net investment income	3,331,542			2,952,220			13	%
Amortization of interest maintenance reserve	12,527			12,484			—	%
Commissions and expense allowances on reinsurance ceded	843,876			748,557			13	%
Corporate owned life insurance income	15,120			23,371			(35	)%
Net (loss) gain from operations from separate accounts	(1,794		)	8,030			(122	)%
Modified coinsurance adjustment ceded	(1,239,157		)	655,285			(289	)%
Funds withheld adjustment ceded	(93,685		)	(83,159		)	(13	)%
Ceded interest maintenance reserve	36,753			22,285			65	%
Other income, net	8,353			2,078			302	%
Total premiums and other revenues	4,188,161			5,878,447			(29	)%
Benefits and expenses
Benefits paid or provided for:
Surrender benefits	649,024			499,072			30	%
Death benefits	1,912			(141		)	1,456	%
Annuity and other benefits	246,627			186,264			32	%
Increase in policy reserves	1,697,818			3,731,008			(54	)%
Interest on policy or contract funds	17,023			20,336			(16	)%
Total benefits	2,612,404			4,436,539			(41	)%
Commissions	658,552			497,997			32	%
General insurance expenses	274,367			260,757			5	%
Insurance taxes, licenses, and fees	5,484			47,066			(88	)%
Transfer to separate account, net	464,892			435,693			7	%
Total benefits and expenses	4,015,699			5,678,052			(29	)%
Net gain from operations before federal income taxes and
net realized capital losses	172,462			200,395			(14	)%
Federal income tax expense (benefit)	19,768			(73,122		)	127	%
Net gain from operations before net realized capital losses	152,694			273,517			(44	)%
Net realized capital losses, net of tax and transfers to interest
maintenance reserve	(72,059		)	(60,703		)	(19	)%
Net income	$	80,635		$	212,814		(62	)%

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Overall earnings reflect continued achievement of spread targets. Operating results for the periods presented reflect the reinsurance of 80% to 100% of the Company's annuity and funding agreement businesses to its affiliates, AADE, AARe and ALRe, and the reinsurance of the majority of its legacy life block to third parties.

Net income decreased $132.2 million to $80.6 million for the year ended December 31, 2018 from $212.8 million for the year ended December 31, 2017. The decrease in net income is primarily due to a decrease in the amortization of deferred reinsurance gains associated with the life blocks of $89.6 million and an increase in federal income tax expense of $92.9 million, partially offset by lower net capital gains tax of $22.6 million and net block growth.

Revenue

Premiums and Annuity Considerations for Life and Accident and Health Policies and Contracts

Premiums and annuity considerations for life and accident and health policies and contracts decreased $261.3 million to $1,272.5 million for the year ended December 31, 2018 from $1,533.9 million for the year ended December 31, 2017. The decrease in premiums and annuity considerations for life and accident and health policies and contracts is primarily due to lower retention as a result of the higher quota share of ceded reinsurance on annuities of $327.2 million, partially offset by an increase in Group Annuities net of reinsurance of $66.3 million.

Net Investment Income

The components of net investment income are set forth below:

	Year Ended December 31,
	2018			2017		% Change
	($ In Thousands)
Net investment income
Bonds	$	1,972,623		$	1,916,589	3	%
Preferred stocks	6,022			4,525		33	%
Common stocks	4,142			989		319	%
Mortgage loans	328,266			284,234		15	%
Real estate	510			1,263		(60	)%
Derivatives	1,022,603			776,709		32	%
Policy loans	8,219			9,365		(12	)%
Cash equivalents and short-term investments	40,395			16,451		146	%
Other invested assets	127,612			98,621		29	%
Other, net	(29,882		)	1,591		(1,978	)%
Total gross investment income	3,480,510			3,110,337		12	%
Less: Investment expenses	148,968			158,117		(6	)%
Net investment income	$	3,331,542		$	2,952,220	13	%

Net investment income increased $379.3 million to $3,331.5 million for the year ended December 31, 2018 from $2,952.2 million for the year ended December 31, 2017. The increase in net investment income is primarily attributable to an increase in income from derivatives of $245.9 million, bonds of $56.0 million, mortgage loans of $44.0 million and cash equivalents and short-term investments of $23.9 million.

Net investment income from derivatives increased for the year ended December 31, 2018 primarily due to an increase in income on call options used to hedge the Company’s fixed indexed annuities, which are tied to the

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performance of equity indices such as the S&P 500^®. The increase in option income is primarily attributable to significant gains on expiration, which is driven by the improved performance of the underlying indices.

The increase in net investment income from bonds, mortgage loans and cash equivalents and short-term investments is primarily due to an overall increase in the size of the portfolio in 2018 when compared to 2017.

The earned rate of the overall investment portfolio was 7.24% for the year ended December 31, 2018 and 6.84% for the year ended December 31, 2017. The significant increase in the earned rate of the overall portfolio is primarily attributable to the increase in investment income associated with derivatives, as discussed above.

Commission and Expense Allowances on Reinsurance Ceded

Commission and expense allowances on reinsurance ceded increased $95.3 million to $843.9 million for the year ended December 31, 2018 from $748.6 million for the year ended December 31, 2017. The increase in commission and expense allowances on reinsurance ceded is primarily due to an increase in ceded commissions of $190.8 million as a result of strong annuity sales in 2018, partially offset by a decrease in the amortization of previously deferred reinsurance gains associated with life blocks of $89.6 million.

Corporate Owned Life Insurance Income

Corporate owned life insurance income decreased $8.3 million to $15.1 million for the year ended December 31, 2018 from $23.4 million for the year ended December 31, 2017. The decrease in corporate owned life insurance income is primarily due to lower returns as a result of unfavorable market performance.

Net Gain From Operations From Separate Accounts

Net gain from operations from separate accounts decreased $9.8 million to a loss of $1.8 million for the year ended December 31, 2018 from a gain of $8.0 million for the year ended December 31, 2017. The decrease in net gain from operations from separate accounts is primarily due to day one net losses from the issuances of Group Annuities.

Modified Coinsurance Reserve Adjustment

Modified coinsurance adjustment ceded decreased $1,894.5 million to a contra revenue of $1,239.2 million for the year ended December 31, 2018 from $655.3 million for the year ended December 31, 2017. The decrease in modified coinsurance adjustment ceded is primarily due to decreased policy reserves ceded of $1,619.9 million and increased net investment income ceded from derivatives, mainly a result of option gains on expiration net of option cost amortization ceded of $176.5 million. The decrease in policy reserves ceded is a direct result of the change in policy reserves discussed below under “—Benefits and Expenses—Increase in Policy Reserves.” The increase in option gains on expiration net of option cost amortization ceded are the result of increased net investment income discussed above under “—Revenue—Net Investment Income”.

Funds Withheld Adjustment Ceded

Funds withheld adjustment ceded, a contra revenue account, increased $10.5 million to $93.7 million for the year ended December 31, 2018 from $83.2 million for the year ended December 31, 2017. The increase in funds withheld adjustment is primarily due to higher net investment income ceded as a result of the Federal Home Loan Bank of Des Moines (the “FHLBDM”) funding agreements 100% quota share reinsurance changing from modified coinsurance to funds withheld coinsurance.

Ceded Interest Maintenance Reserve

Ceded interest maintenance reserve increased $14.5 million to $36.8 million for the year ended December 31, 2018 from $22.3 million for the year ended December 31, 2017. The increase in ceded interest

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maintenance reserve is primarily due to realized gains in foreign exchange cash activity discussed below under “—Benefits and Expenses—Net Realized Capital Losses.”

Other Income, Net

Other income, net increased $6.3 million to $8.4 million for the year ended December 31, 2018 from $2.1 million for the year ended December 31, 2017. The increase in other income, net is primarily due to separate account risk charges as a result of the increase in Group Annuities.

Benefits and Expenses

Surrender Benefits

Surrender benefits increased $149.9 million to $649.0 million for the year ended December 31, 2018 from $499.1 million for the year ended December 31, 2017. The increase in surrender benefits is primarily due to discretionary policyholder activity on the indexed annuity blocks net of reinsurance.

Annuity and Other Benefits

Annuity and other benefits increased $60.3 million to $246.6 million for the year ended December 31, 2018 from $186.3 million for the year ended December 31, 2017. The increase in annuity and other benefits is primarily due to an increase in pension benefits as a result of increased Group Annuities.

Increase in Policy Reserves

The increase in policy reserves changed $2,033.2 million to $1,697.8 million for the year ended December 31, 2018 from $3,731.0 million for the year ended December 31, 2017. The change in policy reserves is primarily due to lower retention as a result of the AADE Reinsurance, partially offset by strong annuity sales.

Commissions

Commissions increased $160.6 million to $658.6 million for the year ended December 31, 2018 from $498.0 million for the year ended December 31, 2017. The increase in commissions is primarily due to strong annuity sales.

General Insurance Expenses

General insurance expenses increased $13.6 million to $274.4 million for the year ended December 31, 2018 from $260.8 million for the year ended December 31, 2017. The increase in general insurance expenses is primarily due to higher legal fees and labor costs as a result of business growth and PRT transaction expenses.

Insurance Taxes, Licenses, and Fees

Insurance taxes, licenses, and fees decreased $41.6 million to $5.5 million for the year ended December 31, 2018 from $47.1 million for the year ended December 31, 2017. The decrease in insurance taxes, licenses, and fees is primarily due to a decrease in excise tax expense.

Transfer To Separate Account, Net

Transfer to separate account, net increased $29.2 million to $464.9 million for the year ended December 31, 2018 from $435.7 million for the year ended December 31, 2017. The increase in transfer to separate account, net is primarily due to the transfer of premium and benefits to and from the separate account as a result of an increase in Group Annuities.

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Federal Income Tax Expense (Benefit)

Federal income tax expense (benefit) increased $92.9 million to an expense of $19.8 million for the year ended December 31, 2018 from a benefit of $73.1 million for the year ended December 31, 2017. The increase in the federal income tax expense is primarily due to tax reform reserve basis differences and related amortization, partially offset by net operating loss utilization in 2018.

Net Realized Capital Losses

Net realized capital losses, including OTTI, were comprised of the following:

	Year Ended December 31,
	2018			2017			% Change
	($ In Thousands)
Net realized capital losses:
Bonds	$	42,179		$	61,000		(31	)%
Stocks	765			(198		)	(486	)%
Mortgage loans	(115		)	102			(213	)%
Real estate	(213		)	(4,481		)	(95	)%
Derivatives	7,187			749			860	%
Other invested assets	(35,724		)	(211		)	16,831	%
Foreign exchange on cash	1,673			(6,160		)	(127	)%
Other	2,580			(1,157		)	(323	)%
Total net realized gains on investments	18,332			49,644			(63	)%
Less amount transferred to IMR (net of taxes)	41,179			38,567			7	%
Less federal income tax expense	49,212			71,780			(31	)%
Net realized capital losses	$	(72,059	)	$	(60,703	)	(19	)%

Net realized capital losses, net of tax and transfers to IMR increased $11.4 million to $72.1 million for the year ended December 31, 2018 from $60.7 million for the year ended December 31, 2017. The increase in realized capital losses was primarily due to other invested assets of $35.5 million and decrease in realized gains on bonds of $18.8 million which was partially offset by a decrease in federal income tax expense of $22.6 million, change in foreign exchange cash activity of $7.8 million and an increase in realized gains on derivatives of $6.4 million.

Net realized gains from bonds decreased $18.8 million to $42.2 million for the year ended December 31, 2018 from $61.0 million for the year ended December 31, 2017. The decrease in net realized capital gains from bonds is primarily due to less favorable market conditions and an increase in asset impairments.

The increase in realized gains on derivatives was primarily attributable to foreign exchange fluctuations on currency swaps and foreign exchange forward contracts. The Company economically hedges foreign-denominated bonds and transactions with currency swaps and forward contracts.

Net realized losses from other invested assets increased $35.5 million to $35.7 million for the year ended December 31, 2018 from $0.2 million for the year ended December 31, 2017. The increase in realized losses from other invested assets is primarily due to the recognition of impairments on certain fund investments in 2018. Realization of such losses was capital neutral as these fund investments are included in modified coinsurance portfolios.

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The increase in realized gains in foreign exchange cash activity was driven by the increased volume of transactions including foreign-denominated bonds, currency swaps, and foreign exchange forward contracts.

The decrease in federal income tax expense is primarily due to investment basis differences and the lower tax rate as a result of tax reform.

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Analysis of Results of Operations - For the Years Ended December 31, 2017 and 2016

The following table sets forth the components of the Company’s statutory net income for the periods presented:

	Years Ended December 31,
	2017			2016			% Change
	($ In Thousands)
Premiums and other revenues
Premiums and annuity considerations for life and accident and
health policies and contracts	$	1,533,887		$	1,130,998		36	%
Considerations for supplementary contracts with life
contingencies	3,409			2,886			18	%
Net investment income	2,952,220			1,910,613			55	%
Amortization of interest maintenance reserve	12,484			14,147			(12	)%
Commissions and expense allowances on reinsurance ceded	748,557			577,284			30	%
Corporate owned life insurance income	23,371			19,648			19	%
Net gain from operations from separate accounts	8,030			2,474			225	%
Modified coinsurance reserve adjustment	655,285			1,028,526			(36	)%
Funds withheld adjustment	(83,159		)	(90,213		)	8	%
Ceded interest maintenance reserve	22,285			26,244			(15	)%
Other income, net	2,078			429			384	%
Total premiums and other revenues	5,878,447			4,623,036			27	%
Benefits and expenses
Benefits paid or provided for:
Surrender benefits	499,072			432,321			15	%
Death benefits	(141		)	(320		)	56	%
Annuity and other benefits	186,264			152,300			22	%
Increase in policy reserves	3,731,008			3,166,214			18	%
Interest on policy or contract funds	20,336			25,524			(20	)%
Total benefits	4,436,539			3,776,039			17	%
Commissions	497,997			507,912			(2	)%
General insurance expenses	260,757			250,809			4	%
Insurance taxes, licenses, and fees	47,066			44,080			7	%
Transfer from separate account, net	435,693			(4,061		)	10,829	%
Total benefits and expenses	5,678,052			4,574,779			24	%
Net gain from operations before federal income taxes and
net realized capital losses	200,395			48,257			315	%
Federal income tax benefit	(73,122		)	(110,462		)	34	%
Net gain from operations before net realized capital losses	273,517			158,719			72	%
Net realized capital losses, net of tax and transfers to interest
maintenance reserve	(60,703		)	(50,473		)	(20	)%
Net income	$	212,814		$	108,246		97	%

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Overall earnings reflects continued achievement of spread targets. Operating results for the periods presented reflect the reinsurance of 80% to 100% of its annuity business to its affiliate, ALRe, and the reinsurance of the majority of its legacy life block to third parties.

Net income increased $104.6 million to $212.8 million for the year ended December 31, 2017 from $108.2 million for the year ended December 31, 2016. The increase in net income was primarily due to the recognition of a reinsurance gain in the amount of $48.8 million that was previously deferred and related to a reinsurance agreement executed in 2016 and an increase in the amortization of previously deferred reinsurance gains associated with life blocks of $35.2 million, which are both capital neutral.

Revenue

Premiums and Annuity Considerations for Life and Accident and Health Policies and Contracts

Premiums and annuity considerations for life and accident and health policies and contracts increased $402.9 million to $1,533.9 million for the year ended December 31, 2017 from $1,131.0 million for the year ended December 31, 2016. The increase in premiums and annuity considerations for life and accident and health policies and contracts is primarily attributed to entry into the PRT market in 2017, during which the Company issued group annuity contracts net of reinsurance of $449.9 million.

Net Investment Income

The components of net investment income are set forth below:

	Year Ended December 31,
	2017		2016			% Change
	($ In Thousands)
Net investment income
Bonds	$	1,916,589	$	1,792,303		7	%
Preferred stocks	4,525		2,981			52	%
Common stocks	989		1,352			(27	)%
Mortgage loans	284,234		269,290			6	%
Real estate	1,263		1,113			13	%
Derivatives	776,709		(123,672		)	NM
Policy loans	9,365		9,029			4	%
Cash equivalents and short-term investments	16,451		8,346			97	%
Other invested assets	98,621		82,567			19	%
Other, net	1,591		923			72	%
Total gross investment income	3,110,337		2,044,232			52	%
Less: Investment expenses	158,117		133,619			18	%
Net investment income	$	2,952,220	$	1,910,613		55	%

NM = not meaningful

Net investment income increased $1,041.6 million to $2,952.2 million for the year ended December 31, 2017 from $1,910.6 million for the year ended December 31, 2016. The increase in net investment income is primarily due to an increase in net investment income from derivatives of $900.4 million and bonds of $124.3 million.

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Net investment income from derivatives increased for the year ended December 31, 2017 primarily due to an increase in income on call options used to hedge the Company’s fixed indexed annuities, which are tied to the performance of equity indices such as the S&P 500^®. The increase in option income is primarily attributable to significant gains on expiration, which is driven by the improved performance of the underlying indices.

The increase in net investment income from bonds was primarily due to an overall increase in the size of the bond portfolio in 2017 when compared to 2016.

The earned rate of the overall investment portfolio was 6.84% for the year ended December 31, 2017 and 4.83% for the year ended December 31, 2016. The significant increase in the earned rate of the overall portfolio is primarily attributable to the increase in investment income associated with derivatives, as discussed above.

Commission and Expense Allowances on Reinsurance Ceded

Commission and expense allowances on reinsurance ceded increased $171.3 million to $748.6 million for the year ended December 31, 2017 from $577.3 million for the year ended December 31, 2016. The increase in commission and expense allowances on reinsurance ceded is primarily due to an increase in ceded commissions of $60.3 million as a result of strong annuity sales in 2017, recognition of a previously deferred gain of $48.8 million, an increase in the amortization of previously deferred reinsurance gains associated with life blocks of $35.2 million and ceded expense allowances as a result of strong annuity sales in 2017.

Net Gain From Operations From Separate Accounts

Net gain from operations from separate accounts increased $5.5 million to $8.0 million for the year ended December 31, 2017 from $2.5 million for the year ended December 31, 2016. The increase in net gain from operations from separate accounts is primarily due to income from PRT activities of $6.7 million.

Modified Coinsurance Reserve Adjustment

Modified coinsurance reserve adjustment decreased $373.2 million to $655.3 million for the year ended December 31, 2017 from $1,028.5 million for the year ended December 31, 2016. The decrease in modified coinsurance reserve adjustment is primarily due to increased net investment income ceded from derivatives, mainly a result of option gains on expiration net of option cost amortization ceded of $711.2 million and from all other net investment income ceded under modified coinsurance of $131.8 million, partially offset by increase in policy reserves ceded of $453.1 million. The increase in net investment income ceded are the result of increased net investment income as discussed above under “—Revenue—Net Investment Income”. The increase in policy reserves ceded is a direct result of the change in policy reserves discussed below under “—Benefits and Expenses—Increase in Policy Reserves.”

Funds Withheld Adjustment

Funds withheld adjustment, a contra revenue account, decreased $7.0 million to $83.2 million for the year ended December 31, 2017 from $90.2 million for the year ended December 31, 2016. The decrease in funds withheld adjustment is primarily due to the run-off of the coinsurance funds withheld life blocks ceded to Athene Re IV.

Benefits and Expenses

Surrender Benefits

Surrender benefits increased $66.8 million to $499.1 million for the year ended December 31, 2017 from $432.3 million for the year ended December 31, 2016. The increase in surrender benefits is primarily due to discretionary policyholder activity on the indexed annuity blocks net of reinsurance.

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Annuity and Other Benefits

Annuity and other benefits increased $34.0 million to $186.3 million for the year ended December 31, 2017 from $152.3 million for the year ended December 31, 2016. The increase in annuity and other benefits is mainly due to unfavorable mortality on indexed annuity blocks, partially offset by run-off of SPIA with life contingency benefits, net of reinsurance.

Increase in Policy Reserves

The change in policy reserves increased $564.8 million to $3,731.0 million for the year ended December 31, 2017 from $3,166.2 million for the year ended December 31, 2016. The change in policy reserves is primarily due to increased index crediting.

Interest on Policy or Contract Funds

Interest on policy or contract funds decreased $5.2 million to $20.3 million for the year ended December 31, 2017 from $25.5 million for the year ended December 31, 2016. The decrease in interest on policy or contract funds is primarily due to favorable results of deposits net of reserves established on the payout annuity without life contingencies block.

Transfer From Separate Account, Net

Transfers from separate account, net decreased $439.8 million to a net transfer to the separate account of $435.7 million for the year ended December 31, 2017 from a net transfer from the separate account of $(4.1) million for the year ended December 31, 2016. The decrease in transfer from separate account, net is primarily due to the transfer of premium and benefits to (from) the separate account from the PRT transactions in 2017.

Federal Income Tax Benefit

Federal income tax benefit decreased $37.4 million to $73.1 million for the year ended December 31, 2017 from $110.5 million for the year ended December 31, 2016. The decrease in the federal income tax benefit is primarily due to a lower net operating loss limitation in 2017.

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Net Realized Capital Losses

Net realized capital losses, including OTTI, were comprised of the following:

	Year Ended December 31,
	2017			2016			% Change
	($ In Thousands)
Net realized capital losses:
Bonds	$	61,000		$	50,374		21	%
Stocks	(198		)	—			NM
Mortgage loans	102			(848		)	NM
Real estate	(4,481		)	(778		)	476	%
Derivatives	749			17,411			(96	)%
Other invested assets	(211		)	(17,682		)	(99	)%
Foreign exchange on cash	(6,160		)	2,069			(398	)%
Other	(1,157		)	647			NM
Total net realized gains on investments	49,644			51,193			(3	)%
Less amount transferred to IMR (net of taxes)	38,567			30,734			25	%
Less federal income tax expense	71,780			70,932			1	%
Net realized capital losses	$	(60,703	)	$	(50,473	)	20	%

NM = not meaningful

Net realized capital losses increased $10.2 million to $(60.7) million for the year ended December 31, 2017 from $(50.5) million for the year ended December 31, 2016. The increase in realized capital losses was primarily due to a decrease in realized gains on derivatives of $16.7 million, change in foreign exchange cash activity of $8.2 million, an increase in the amount transferred to IMR (net of taxes) of $7.8 million and an increased loss on real estate of $3.7 million, which was partially offset by an increase in realized gains on bonds of $10.6 million and a decrease in realized losses on other invested assets of $17.5 million.

The decrease in realized gains on derivatives was primarily attributable to foreign exchange fluctuations on currency swaps and foreign exchange forward contracts. The Company economically hedges foreign-denominated bonds and transactions with currency swaps and forward contracts.

The increase in realized losses in foreign exchange cash activity was driven by the increased volume of transactions including foreign-denominated bonds, currency swaps, and foreign exchange forward contracts.

The increase in amounts transferred to IMR (net of taxes) is a direct result of the increased gains on bonds, which is discussed below.

The increase in realized losses of real estate is primarily attributable to impairments on real estate owned as a result of mortgage loan foreclosures.

Net realized gains from bonds increased $10.6 million to $61.0 million for the year ended December 31, 2017 from $50.4 million for the year ended December 31, 2016. The increase in net realized capital gains from bonds is primarily due to an increase in sales activity and a decrease in gross realized losses recognized.

The decrease in realized losses from other invested assets is primarily due to the recognition of impairments on certain fund investments in 2016, which did not recur in 2017. Realization of such losses was capital neutral as the unrealized losses were already recognized in capital and surplus as these fund investments are included in modified coinsurance portfolios.

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Liquidity and Capital Resources

Liquidity

There are two forms of liquidity relevant to the Company’s business, funding liquidity and balance sheet liquidity. Funding liquidity relates to the ability to fund the Company’s business operations. Balance sheet liquidity relates to the Company’s ability to rebalance its investment portfolio without incurring significant costs. The Company manages its liquidity position by matching projected cash demands with adequate sources of cash and other liquid assets. The Company’s principal sources of liquidity, in the ordinary course of business, are operating cash flows and holdings of cash, short-term investments and other readily marketable assets.

The Company’s investment portfolio is structured to ensure a strong liquidity position over time in order to permit timely payment of policy and contract benefits without requiring asset sales at inopportune times or at depressed prices. In general, liquid assets include cash and short-term investments, highly rated bonds, unaffiliated preferred stock and unaffiliated public common stock, all of which generally have liquid markets with a large number of buyers. The carrying value of these assets as of December 31, 2018 was approximately $56.6 billion. Although the Company’s investment portfolio does contain assets that are generally considered illiquid for liquidity monitoring purposes, there is some ability to raise cash from these assets, if needed. In periods of economic downturn, the Company may maintain higher cash balances than required in order to manage the Company’s liquidity risk and to take advantage of market dislocations as they arise.

Athene, on behalf of the Company, proactively manages its liquidity position to meet cash needs while minimizing adverse impacts on investment returns. Athene analyzes its cash-flow liquidity over the upcoming 12 months under a variety of scenarios modeling potential demands on liquidity, taking into account the provisions of its policies and contracts in force, its cash flow position, and the volume of cash and readily marketable securities in its portfolio. Athene also monitors its liquidity profile under more severe scenarios.

Athene performs a number of stress tests and analyses to assess its ability to meet its cash flow requirements as well as the ability of its reinsurance and insurance subsidiaries to meet their collateral obligations.

Cash, Cash Equivalents and Short-term Investments

AAIA’s primary cash flow sources include annuity premium, investment income, principal repayments on invested assets, net transfers from separate accounts and financial product deposits.

	Year Ended December 31,
	2018			2017
	($ In Thousands)
Net cash provided by operating activities	2,455,479			3,949,364
Net cash used in investing activities	(2,720,316		)	(3,239,883		)
Net cash provided by financing activities	(1,467,010		)	738,702
Net change in cash, cash equivalents and short-term investments	$	(1,731,847	)	$	1,448,183

Net cash provided by operating activities decreased $1,493.9 million to $2,455.5 million in 2018 compared to $3,949.4 million in 2017. The decrease in cash provided by operating activities is primarily due to net benefits paid of $2,079.4 million and premiums and policy proceeds, net of reinsurance of $262.5 million, partially offset by net investment income received of $490.3 million and net transfers to separate accounts of $416.4 million.

Net cash used in investing activities decreased $519.6 million to $2,720.3 million in 2018 compared to $3,239.9 million in 2017. Purchases of investments were $11,490.9 million in 2018, while sales and maturities of investments and receipts from repayments of loans were $8,750.1 million. Proceeds from the sale of investments in

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2018 included primarily bonds of $7,330.9 million, mortgage loans of $1,016.8 million and other invested assets of $326.3 million. The decrease in cash used in investing activities is primarily due to a decrease in purchases of investments of $306.5 million during 2018 and an increase in proceeds from investments sold, matured or repaid of $215.4 million.

Net cash provided by financing activities decreased $2,205.7 million to $1,467.0 million in 2018 compared to $738.7 million in 2017. The decrease in net cash provided by financing activities is primarily due to the decrease in cash collateral pledged to the Company of $2,259.1 million.

Dividends

Generally, unless prior regulatory approval has been received, dividends paid by the Company during any year may not exceed the greater of (1) ten percent of the Company’s statutory paid in capital and unassigned surplus as of the preceding December 31, or (2) the Company’s statutory gain from operations before net realized capital gains on investments for the preceding year. As of January 1, 2019, the maximum dividend that the Company could pay absent regulatory approval from the IID was $152.7 million. As of January 1, 2019 the maximum amount of dividends receivable from the Company’s insurance subsidiaries without seeking regulatory approval was $28.0 million. The Company does not rely on dividends from its subsidiaries to meet its operating cash flow requirements.

Intercompany Note

As discussed in “Transactions with Related Persons, Promoters and Certain Control Persons—Other Related Party Transactions and Relationships—Intercompany Promissory Note,” the Company is party to the Intercompany Note and pursuant thereto may borrow up to $200 million from Athene USA Corporation (“AUSA”). AUSA, in turn, is party to a credit agreement among it, Athene, ALRe and AARe, as borrowers, and certain lenders specified therein (the “Athene Credit Facility”), pursuant to which AUSA may borrow up to $1 billion. The Athene Credit Facility has a five-year term concluding on January 22, 2021. As of February 28, 2019, no amount was outstanding under either the Intercompany Note or the Athene Credit Facility.

Funding Agreements

The Company has issued funding agreements to the FHLBDM in an investment spread strategy, consistent with its other investment spread operations. These funding agreements are collateralized by securities with estimated fair values of $1.3 billion as of December 31, 2018. The Company’s borrowing capacity with the FHLBDM is largely a factor of the Company’s ability to post eligible collateral, as well as internal limits such as single-holder exposure limits (10% of an entity’s balance sheet liabilities) and NAIC capital requirements. The Company estimates that it had the ability to draw up to a total of $1.5 billion as of December 31, 2018, inclusive of borrowings then outstanding. This estimate is based on the Company’s internal analysis and assumptions and may not accurately measure collateral that is ultimately acceptable to the FHLBDM. Drawing such amounts would have an adverse impact on the Company’s RBC ratio, which may further restrict its ability or willingness to draw up to its estimated capacity.

As of December 31, 2018, the Company had funding agreements in the amount of $926.2 million outstanding with the FHLBDM. The Company accounts for these funds in a similar manner as it accounts for other deposit-type contracts.

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As of December 31, 2018, the maturity schedule for the Company’s funding agreement liabilities was as follows:

	Funding Agreements
	($ In Thousands)
2019	$	—
2020	—
2021	—
2022	250,000
2023	650,000
Thereafter	26,200
Total	$	926,200

The sources of funding discussed herein, including the Intercompany Note and funding agreements, may not be available on terms favorable to the Company or at all, depending on the Company’s and/or AUSA’s financial condition or results of operations or prevailing market conditions. In addition, certain covenants in the Athene Credit Facility prohibit the Company from incurring any debt not expressly permitted thereby, which may limit the Company’s ability to pursue future issuances of debt. Specifically, the Athene Credit Facility prohibits the Company from incurring any debt if, on a pro-forma basis, the debt would cause Athene to exceed a Consolidated Debt to Capitalization Ratio (as such term is defined in the Athene Credit Facility) of 35%.

Capital Resources

As of December 31, 2018 and 2017, the Company’s TAC, as defined by the NAIC, was $1.9 billion and $1.8 billion, respectively. The NAIC has an RBC model to compare TAC with a standard design in order to reflect an insurance company’s risk profile. As of December 31, 2018 and 2017 the Company’s RBC ratio was 431% and 494%, respectively. Although the Company believes that there is no single appropriate means of measuring RBC, the Company believes that the NAIC approach to RBC measurement is reasonable, and the Company manages its capital position with significant attention to maintaining adequate TAC relative to RBC. The Company’s TAC was significantly in excess of all RBC standards as of December 31, 2018 and 2017. The Company believes that it enjoys a strong capital position in light of its risks and that it is well positioned to meet policyholder and other obligations.

In connection with the acquisition of AUSA during 2013, Athene entered into a Net Worth Maintenance Agreement to provide capital support to the Company such that Athene is obligated to maintain the Company’s capital and surplus in an amount sufficient to maintain the Company’s TAC to be at least 200% of the Company's Company Action Level.  The agreement also provides that the Company will not pay any dividends if such dividends would cause the Company's Company Action Level RBC ratio to fall below 200%. .

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Balance Sheet and Other Arrangements

Balance Sheet Arrangements

Contractual Obligations

The following table summarizes estimated future payments on our contractual obligations as of December 31, 2018:

	Payments Due by Period
	Total		2019		2020-2021		2022-2023		2024 and thereafter
	($ In Thousands)
Interest sensitive contract liabilities	$	35,119,926	$	3,038,301	$	5,172,071	$	5,343,782	$	21,565,772
Future policy benefits	19,441,420		197,477		381,950		383,027		18,478,966
Other policy claims and benefits	258,699		258,699		—		—		—
Dividends payable to policyholders	132,176		5,622		11,063		10,710		104,781
Total	$	54,952,221	$	3,500,099	$	5,565,084	$	5,737,519	$	40,149,519

The Company also has other obligations related to collateral on derivatives, investment fund commitments and funds withheld liabilities which have not been included in the above table as the timing and amount of each of the return on the collateral and the fulfillment of the commitments are uncertain. See "Financial Statements—Notes to Financial Statements – Statutory- Basis—Commitments and Contingencies" reported in the Company's financial statements for further discussion on the investment fund commitments.

Off Balance Sheet Arrangements

None.

Critical Accounting Estimates

The preparation of financial statements of insurance companies requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein. The most significant estimates include those used in determining the carrying values of investments including the amount of mortgage loan investment valuation reserves, other-than-temporary impairments (“OTTI”), the liabilities for benefits reserves, and the determination of admissible deferred tax assets. Although some variability is inherent in these estimates, management believes the amounts presented are appropriate.

Investments

General

As of December 31, 2018, the Company had $50.7 billion of general account invested assets, an increase of $0.6 billion from the prior year. AAM manages the portfolio of invested assets to support the general liabilities of the Company in light of liability characteristics and yield, liquidity and diversification considerations.

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The following table sets forth the Company’s general account invested assets:

	December 31,
	2018				2017
	Carrying Value		% of Total		Carrying Value		% of Total
	($ In Thousands)
Bonds	$	37,954,374	75	%	$	38,988,956	78	%
Preferred stocks	121,789		—	%	99,056		—	%
Common stocks:
Affiliated entities	389,534		1	%	369,763		1	%
Unaffiliated	87,995		—	%	32,281		—	%
Mortgage loans	7,709,519		15	%	4,816,307		10	%
Real estate	9,446		—	%	19,509		—	%
Policy loans	189,509		—	%	210,007		—	%
Cash, cash equivalents and short-term investments	1,444,253		3	%	3,176,100		6	%
Receivable for securities	46,185		—	%	29,028		—	%
Derivative assets	749,446		2	%	538,874		1	%
Derivative collateral assets	42,236		—	%	81,823		—	%
Other invested assets	1,989,269		4	%	1,759,688		4	%
Total cash and invested assets	$	50,733,555	100	%	$	50,121,392	100	%

The following sets forth earned rates (calculated as statutory gross investment income as a percentage of average carrying value) by asset type:

	December 31,
	2018		2017
Bonds	5.13	%	5.06	%
Common & preferred stocks	1.82	%	1.17	%
Mortgage loans	5.24	%	6.18	%
Other invested assets	6.81	%	6.49	%
Derivatives	173.17	%	158.15	%
Policy loans	4.11	%	4.23	%
Total portfolio	7.24	%	6.84	%

The Company's invested assets constitute what it believes to be a well-diversified portfolio. At December 31, 2018 and 2017, investments in asset classes other than long-term bonds, excluding the Company’s investment in its wholly owned subsidiaries, constitute 24% and 21% of total invested assets, respectively. As a result of the reinsurance arrangements in place during 2018 between the Company and AARe, the risks of such investments are generally borne by AARe. The Company’s investment in alternative asset classes is consistent with its investment philosophy of undertaking incremental liquidity risk rather than assuming solely credit risk. The Company’s investment philosophy is based on its ability to leverage its predictable and long-dated insurance liabilities by capitalizing on investment assets that yield premiums for liquidity risk. AAM’s investment team and Apollo’s credit portfolio managers assist the Company in sourcing and underwriting these complex asset classes.

Whereas most insurers hold a substantial majority of their assets in low-yielding corporate bonds, AAM, on behalf of the Company, has selected a diverse array of more complex, yet highly rated asset classes, including

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structured securities. The Company also maintains holdings in floating rate and less interest rate-sensitive investments, including CLOs and non-agency RMBS. Additionally, the Company has invested in certain alternative investments, including limited partnership interests in investment funds. The Company’s investment mandate, in its alternative investment portfolio is inherently opportunistic. Each investment is examined and analyzed on its own merits to gain a full understanding of the risks present, with a view toward determining likely return scenarios, including the ability to withstand stress in a downturn. The Company has a strong preference for alternative investments that have some or all of the following characteristics, among others: (1) investments that constitute a direct investment or an investment in a fund with a high degree of co-investment; (2) investments with credit- or debt-like characteristics (for example, a stipulated maturity and par value), or alternatively, investments with reduced volatility when compared to pure equity; or (3) investments that have less downside risk.

Bonds and Short-Term Investments

Bonds consist primarily of highly rated structured securities and marketable corporate debt securities. The Company invests a significant portion of its portfolio in high quality bonds to maintain and manage liquidity.

The Securities Valuation Office (“SVO”) of the NAIC is responsible for the credit quality assessment and valuation of securities owned by state regulated insurance companies. Insurance companies report ownership of securities to the SVO when such securities are eligible for filing on the relevant schedule of the NAIC Financial Statement Blank. The SVO conducts credit analysis on these securities for the purpose of assigning an NAIC designation and/or unit price. With important exceptions discussed below, if a security has been rated by a nationally recognized statistical ratings organization (“NRSRO”), the SVO utilizes that rating and assigns an NAIC designation based upon the following system (the “General Ratings Process”):

NAIC designation	NRSRO equivalent rating
1	AAA/AA/A
2	BBB
3	BB
4	B
5	CCC
6	CC and lower

The NRSRO ratings methodology is focused on the likelihood of recovery of all contractual payments, including principal at par, regardless of an investor’s carrying value. In effect, the NRSRO rating assumes that the holder is the original purchaser at par. In contrast, the SVO’s loan-backed and structured securities (“LBaSS”) methodology is focused on determining the risk associated with the recovery of the amortized cost of each security. Because the NAIC’s methodology explicitly considers amortized cost and the likelihood of recovery of such amount, the Company views the NAIC’s methodology as the most appropriate way to view its fixed maturity portfolio for purposes of evaluating credit quality since a large portion of its holdings were purchased and are carried at significant discounts to par.

The SVO has developed a ratings process and provides instruction on both modeled and non-modeled LBaSS. For modeled LBaSS, the process is specific to the non-agency RMBS and CMBS asset classes. In order to establish ratings at the individual security level, the SVO obtains loan-level analysis of each RMBS and CMBS using a selected vendor’s proprietary financial model. The SVO ensures that the vendor has extensive internal quality-control processes in place and the SVO conducts its own quality-control checks of the selected vendor’s valuation process. The SVO has retained the services of Blackrock, Inc. (“Blackrock”) to model non-agency RMBS and CMBS owned by U.S. insurers for all years presented herein. Blackrock provides five prices (“breakpoints”), based on each U.S. insurer’s statutory book value price, to utilize in determining the NAIC designation for each modeled LBaSS.

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Prior to January 1, 2019, certain non-modeled LBaSS (including CLOs and ABS, other than RMBS and CMBS) underwent ratings evaluation by an NAIC credit rating provider (“CRP”). Such securities were subject to an exemption from the General Ratings Process (the “MFE Exemption”) and received NAIC designations through a prescribed process (the “MFE Process”). Pursuant to the MFE Process, CRP ratings were translated to an NAIC designation equivalent. If the translation process resulted in an NAIC designation equivalent of NAIC 1 or NAIC 6, then such designation was considered the final NAIC designation. If the translation process resulted in an NAIC designation equivalent of NAIC 2 through NAIC 5, then the NAIC designation equivalent was used to select the appropriate breakpoint from a pricing matrix and such breakpoint was applied to the amortized cost or fair value (in each instance, as a percentage of par), as applicable, to determine the final NAIC designation. Effective January 1, 2019, the MFE Exemption was eliminated, and as a result, NAIC designations for all non-modeled LBaSS are thereafter determined through the General Ratings Process.

The NAIC designation determines the associated level of RBC that an insurer is required to hold for modeled LBaSS owned by the insurer. In general, under the modeled LBass process and, prior to January 1, 2019, the non-modeled LBaSS processes, the larger the discount to par value at the time of determination, the higher the NAIC designation the LBaSS will have.

The following sets forth the NAIC class ratings for the entire bond portfolio, including RMBS and CMBS as of December 31, 2018 and 2017. RMBS and CMBS are also presented separately below. The Company’s corporate bond portfolio consists of long-term bonds and short-term investments.

	December 31,
	2018				2017
NAIC Class	Carrying Value		% of Total		Carrying Value		% of Total
	($ In Thousands)
1	$	20,626,469	52	%	$	22,570,617	54	%
2	16,784,193		43		17,005,918		41
3	1,432,249		4		1,636,098		4
4	459,759		1		514,499		1
5	94,442		—		40,760		—
6	4,723		—		4,913		—
	$	39,401,835	100	%	$	41,772,805	100	%

The following summarizes NAIC designations for RMBS and CMBS as of December 31, 2018 and 2017:

	December 31,
	2018								2017
	RMBS				CMBS				RMBS				CMBS
NAIC Class	Carrying Value		% of Total		Carrying Value		% of Total		Carrying Value		% of Total		Carrying Value		% of Total
	($ In Thousands)
1	$	4,964,282	95	%	$	1,259,646	87	%	$	5,758,011	94	%	$	1,313,807	94	%
2	103,316		2	%	31,312		2	%	176,143		3	%	25,129		2	%
3	108,968		2	%	147,833		10	%	103,701		2	%	22,600		2	%
4	43,253		1	%	16,644		1	%	40,302		1	%	25,818		2	%
5	20,956		—	%	1,568		—	%	5,296		—	%	1,590		—	%
6	523		—	%	1,834		—	%	659		—	%	1,908		—	%
	$	5,241,298	100	%	$	1,458,837	100	%	$	6,084,112	100	%	$	1,390,852	100	%

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The following sets forth the NAIC class for the Company’s corporate bond portfolio. The Company’s corporate bond portfolio consists of long-term corporate bonds and short-term investments.

	December 31,
	2018				2017
NAIC Class	Carrying Value		% of Total		Carrying Value		% of Total
	($ In Thousands)
1	$	14,402,542	44	%	$	9,185,807	37	%
2	16,649,565		50	%	14,454,544		57	%
3	1,175,448		4	%	913,175		4	%
4	399,862		1	%	424,323		2	%
5	71,918		—	%	33,874		—	%
6	2,365		—	%	2,345		—	%
	$	32,701,700	99	%	$	25,014,068	100	%

The following sets forth the total bond portfolio, including short-term investments, by industry category, as of December 31, 2018 and 2017:

	Portfolio by Industry
	December 31, 2018				December 31, 2017
Industry Category	Carrying Value		% of Total		Carrying Value		% of Total
	($ in Thousands)
Government	$	1,348,811	3	%	$	1,673,188	4	%
Finance	7,327,584		19	%	8,188,554		20	%
Utilities	3,342,577		8	%	3,234,972		8	%
Energy (Oil & Gas)	2,621,742		7	%	2,612,466		6	%
Capital goods	2,069,847		5	%	2,615,362		6	%
Technology	670,413		2	%	703,155		2	%
Real estate investment trusts	1,032,077		2	%	1,066,127		2	%
Transportation	1,646,359		4	%	1,558,866		4	%
Consumer goods	4,641,288		12	%	4,718,802		11	%
Telecommunications	1,478,842		4	%	1,699,924		4	%
Other	651,469		2	%	457,686		1	%
Asset-backed securities	5,870,691		15	%	5,768,739		14	%
Mortgage-backed securities	6,700,135		17	%	7,474,964		18	%
Total	$	39,401,835	100	%	$	41,772,805	100	%

Except for finance, consumer goods, ABS and mortgage-backed securities (“MBS”), no other asset class exceeded 10% of the total bond portfolio as of December 31, 2018. The Company believes that its holdings in the financial and consumer goods sectors and its holdings of ABS and MBS are well-diversified and in the case of ABS and MBS, include a number of issuers that are effectively supported by large pools of assets that are themselves diversified by industry and issuer. Investments in the finance sector consist of diversified issuers from the banking, asset management, and insurance industries. The consumer goods group holdings are well diversified and consist of non-cyclical and cyclical industry issuers. The issuers in both the finance and consumer goods group consist of many Fortune 500 companies.

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MBS consists primarily of non-agency RMBS securities as well as CMBS. ABS consists primarily of bonds collateralized by corporate debt and various other collateral. The Company has exposure to the sub-prime and Alternative A-paper (“Alt-A”) mortgage credit market through certain MBS. These securities consist of diversified investments with both fixed and variable rate collateral, focused on senior positions within the structure. Borrowers under the underlying mortgages have demonstrated attachment and ability to pay despite financial stress. The vast majority of the securities are designated Category 1 or 2 by the NAIC. At December 31, 2018 and 2017, the Company held MBS with sub-prime or Alt-A exposure with a carrying value of $2,880.8 million and $3,389.9 million, respectively, a cost of $2,787.7 million and $3,308.2 million, respectively, and a fair value of $3,045.4 million and $3,659.9 million, respectively. There were $0.9 million and $0.7 million of other-than-temporary impairments recognized on these securities during 2018 and 2017, respectively.

The Company has purchased certain structured securities, primarily non-agency MBS, that had experienced deterioration in credit quality since their issuance. Management determined, based on its expectations as to the timing and amount of cash flows expected to be received, that it was probable at acquisition of the securities that the Company would not collect all contractually required payments, including both principal and interest when considering the effects of prepayments, for these purchased credit impaired (“PCI”) securities. The timing and amount of the undiscounted future cash flows expected to be received on each PCI security was determined based on management’s best estimate using key assumptions, such as interest rates, default rates, and prepayment speeds.

The difference between the undiscounted expected future cash flows of the PCI securities and the recorded investment in the securities represents the accretable yield, which is to be accreted into investment income, net of related expenses over their remaining lives on a level-yield basis. The difference between the contractually required payments on the PCI securities and the undiscounted expected future cash flows represents the non-accretable difference. Over time, based on actual payments received and changes in estimates of undiscounted expected future cash flows, the accretable yield and the non-accretable difference can change, as discussed below.

On a quarterly basis, the undiscounted expected future cash flows associated with PCI securities are re-evaluated based on updates to key assumptions. Changes to undiscounted expected future cash flows due solely to the changes in the contractual benchmark interest rates on variable rate PCI securities will change the accretable yield prospectively. Declines in undiscounted expected future cash flows due to further credit deterioration as well as changes in the expected timing of the cash flows can result in the recognition of an OTTI charge. Significant increases in undiscounted expected future cash flow changes are recognized prospectively as an adjustment to the accretable yield.

The following table presents information on the Company’s PCI securities, which are included in bonds on the accompanying balance sheets:

	December 31,
	2018		2017
	($ In Thousands)
Contractually required payments receivable	$	5,149,268	$	6,156,715
Cash flows expected	4,543,752		5,234,576
Non-accretable difference	$	605,516	$	922,139
Cash flows expected	$	4,543,752	$	5,234,576
Recorded investment in acquired securities	3,470,257		3,925,759
Accretable difference	$	1,073,495	$	1,308,817
Amortized cost	$	3,470,257	$	3,925,759
Fair value	3,666,147		4,248,347

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The following table presents activity for the accretable yield on PCI securities:

	December 31,
	2018			2017
	($ In Thousands)
Balance, beginning of year	$	1,308,817		$	1,349,750
Newly purchased PCI securities, net of sales	23,540			176,863
Accretion	(253,237		)	(248,696		)
Net reclassification from non-accretable difference	(5,625		)	30,900
Balance, end of year	$	1,073,495		$	1,308,817

Bond Portfolio Surveillance

Bonds are generally valued at amortized cost using the modified scientific method with the exception of NAIC Category 6 bonds, which are obligations that are in or near default and are carried at the lower of amortized cost or fair value. NAIC designations are applied to bonds and other securities. Categories 1 and 2 are considered investment grade, while Categories 3 through 6 are considered below investment grade. Bond transactions are recorded on a trade date basis, except for bonds with non-standard settlement dates (e.g. private placement bonds), which are recorded on the settlement date.

For fixed income securities that do not have a fixed schedule of payments, such as structured products, amortization or accretion is revalued quarterly based on the current estimated cash flows, using either the prospective or retrospective adjustment methodologies for each type of security. Certain fixed income securities with the highest ratings from a rating agency (at the time of purchase) follow the retrospective method of accounting. Under the retrospective method, the recalculated effective yield equates the present value of the actual and anticipated cash flows, including new prepayment and default assumptions, to the original cost of the investment. Prepayment assumptions are based on borrower constraints and economic incentives such as the original term, age and coupon of the loan. The current carrying value is then increased or decreased to the amount that would have resulted had the revised yield been applied since inception, and investment income is correspondingly recognized. All other fixed income securities, including those not highly rated at the time of purchase and those that have been impaired (i.e. expected cash flows are less than contractual cash flows), follow the prospective method of accounting. Under the prospective method, the recalculated future effective yield equates the carrying value of the investment to the present value of the anticipated future cash flows and all changes in the recognition of income occurs prospectively.

The fair value of bonds is based on quoted market prices when available. If quoted market prices are not available, values provided by independent pricing services are used. If values provided by independent pricing services are unavailable, fair value is estimated using non-executable broker marks or internal models. Internally-developed models include discounting expected future cash flows using current market rates applicable to yield, credit quality and maturity of the investment, or using quoted market values for comparable investments. Fair values resulting from internal models are those expected to be received in an orderly transaction between willing market participants at the financial statement date.

The Company identifies fixed income and equity securities that could potentially have credit impairments that are other-than-temporary by monitoring changes in fair value of its securities relative to the amortized cost of those securities. The Company reviews its bonds and stocks on a case-by-case basis to determine whether an OTTI exists and whether losses should be recognized through earnings. The Company considers relevant facts and circumstances in evaluating whether a credit or interest rate-related impairment of a security is other-than-temporary. Relevant facts and circumstances considered include: (1) the extent and length of time the fair value has been below cost; (2) the reasons for the decline in fair value; (3) the issuer’s financial position and access to capital;

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and (4) for fixed income securities, the Company’s intent to sell a security or whether it is more likely than not it will be required to sell the security before the recovery of its amortized cost which, in some cases, may extend to maturity and for equity securities, the Company’s ability and intent to hold the security for a period of time that allows for the recovery in value. To the extent the Company determines that a security is deemed to be other-than-temporarily impaired, an impairment loss is recognized.

The recognition of an OTTI for loan-backed and structured securities is dependent upon the company’s ability and intent to hold the security until the ultimate recovery of amortized cost. SSAP No. 43R, Loan-backed and Structured Securities, requires that an OTTI loss be recognized in earnings for a loan-backed or structured security in an unrealized loss position when it is anticipated that the cost basis will not be recovered. When an OTTI is recognized, the non-interest related portion of the OTTI loss is recorded through AVR and the interest related portion is recorded through interest maintenance reserve. In situations where the Company intends to sell the security, or it does not have the intent and ability to hold the security until recovery of the amortized cost basis, the entire difference between the security’s amortized cost and estimated fair value is recognized as an OTTI loss in the statements of operations. In situations where the Company does not intend to sell the security, and has both the intent and ability to hold the security until recovery of the amortized cost basis but does not expect to recover the entire amortized cost, the difference between the amortized cost basis of the security and the net present value of the future cash flows expected to be collected is recognized as an OTTI loss in the statements of operations.

The Company actively reviews the bond portfolio to estimate the likelihood and amount of financial defaults or write-downs in its portfolio and to make timely decisions as to the potential sale or renegotiation of terms of specific investments.

The following is a summary of the fair values and gross unrealized losses aggregated by bond category and length of time that the securities were in a continuous unrealized loss position:

	December 31, 2018
	Less Than 12 Months					12 Months or Longer
	Fair Value		Unrealized Losses		Number of Issuers	Fair Value		Unrealized Losses		Number of Issuers
	($ In Thousands, except Number of Issuers)
Bonds:
United States government and agencies	$	3,240	$	14	2	$	1,640	$	23	2
State and political subdivisions	28,886		421		1	4,899		79		—
Foreign governments	54,492		1,831		3	17,967		875		2
Corporate securities	11,298,458		523,026		232	2,727,860		245,461		143
Asset-backed securities	3,855,612		187,338		45	411,300		22,705		33
Commercial mortgage-backed securities	462,227		9,467		25	474,723		21,612		5
Mortgage-backed securities
United States government and agencies	37,733		551		4	22,138		1,126		4
Non-United States government	748,138		15,566		61	85,611		2,589		27
Preferred stocks	76,617		7,220		1	—		—		—
Total	$	16,565,403	$	745,434	374	$	3,746,138	$	294,470	216

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	December 31, 2017
	Less Than 12 Months					12 Months or Longer
	Fair Value		Unrealized Losses		Number of Issuers	Fair Value		Unrealized Losses		Number of Issuers
	($ In Thousands, except Number of Issuers)
Bonds:
United States government and agencies	$	2,360	$	10	2	$	1,052	$	13	2
State and political subdivisions	5,016		44		1	—		—		—
Foreign governments	21,457		134		3	9,658		340		2
Corporate securities	2,352,507		19,873		232	1,672,701		77,953		143
Asset-backed securities	526,065		2,884		45	531,386		19,449		33
Commercial mortgage-backed securities	525,750		6,577		25	32,970		2,149		5
Mortgage-backed securities
United States government and agencies	25,793		332		4	93,533		2,796		4
Non-United States government	345,703		3,456		61	91,708		1,099		27
Preferred stocks	2,288		10		1	—		—		—
Total	$	3,806,939	$	33,320	374	$	2,433,008	$	103,799	216

The following is a summary of the gross unrealized losses aggregated by bond category, length of time that the securities were in a continuous unrealized loss position and investment grade:

	December 31, 2018
	Less Than 12 Months						12 Months or Longer
	Investment Grade		Below Investment Grade		Total		Investment Grade		Below Investment Grade		Total
	($ In Thousands)
United States government and agencies	$	14	$	—	$	14	$	23	$	—	$	23
State and political subdivisions	421		—		421		79		—		79
Foreign governments	1,267		564		1,831		874		—		874
Corporate securities	469,812		53,214		523,026		194,925		50,536		245,461
Asset-backed securities	179,575		7,763		187,338		20,994		1,711		22,705
Commercial mortgage-backed securities	8,263		1,205		9,467		21,352		261		21,613
Mortgage-backed securities:
United States government and agencies	551		—		551		1,126		—		1,126
Non-United States government	14,099		1,467		15,566		2,472		117		2,589
Preferred Stock	6,146		1,074		7,220		—		—		—
Total	$	680,148	$	65,287	$	745,434	$	241,845	$	52,625	$	294,470

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	December 31, 2017
	Less Than 12 Months						12 Months or Longer
	Investment Grade		Below Investment Grade		Total		Investment Grade		Below Investment Grade		Total
	($ In Thousands)
United States government and agencies	$	10	$	—	$	10	$	13	$	—	$	13
State and political subdivisions	44		—		44		—		—		—
Foreign governments	62		72		134		136		204		340
Corporate securities	15,677		4,196		19,873		54,327		23,626		77,953
Asset-backed securities	2,575		309		2,884		16,384		3,065		19,449
Commercial mortgage-backed securities	5,871		707		6,577		2,149		—		2,149
Mortgage-backed securities:
United States government and agencies	332		—		332		2,796		—		2,796
Non-United States government	3,127		329		3,456		1,099		—		1,099
Preferred Stock	10		—		10		—		—
Total	$	27,708	$	5,613	$	33,320	$	76,904	$	26,895	$	103,799

Corporate securities: The unrealized losses on corporate securities totaled $768.5 million or 74% of total unrealized losses at December 31, 2018. These losses come primarily from three sectors (Industrial - $248.5 million, Financial - $219.8 million and Utility - $203.4 million). The unrealized losses are related to both treasury rates and isolated increases in economic risk since the securities were originally purchased. Credit spreads during the period tightened in certain markets. Unrealized losses were not recognized in income as of December 31, 2018, as the Company intends to hold these securities and it is not more likely than not that the Company will be required to sell a security before the recovery of its amortized cost.

ABS, MBS, and CMBS: The unrealized losses on ABS totaled $210.0 million or 20% of total unrealized losses at December 31, 2018. The unrealized losses on MBS totaled $19.9 million, or 2% of total unrealized losses at December 31, 2018. The unrealized losses on CMBS totaled $31.1 million or 3% of total unrealized losses at December 31, 2018. The Company expects to recover the full amount of expected principal cash flows of these investments, which are based on mortgages and other collateral underlying the securities. The unrealized losses are related to both treasury rates as well as isolated increases in economic risk of underlying collateral since the securities were originally purchased. During 2018, credit spreads tightened in certain markets accounting for the decrease in the value of securities in an unrealized loss position from December 31, 2017. Unrealized losses were not recognized in income as of December 31, 2018, as the Company intends to hold these securities and it is not more likely than not that the Company will be required to sell a security before the recovery of its amortized cost.

Mortgage Loans

Mortgage loans represented 15% of total invested assets as of December 31, 2018. The Company’s investments in mortgage loans on real estate consist primarily of commercial mortgage loans (“CMLs”) made on a full recourse basis. Mezzanine CMLs comprise 19% and 21% of the total mortgage loans for the years ending December 31, 2018 and 2017, respectively. The Company invests in both fixed rate and variable rate loans and manages its credit risk associated with these loans by diversifying its mortgage portfolio by property type and geographic location. The Company’s residential mortgage loan portfolio includes first lien residential mortgage loans, collateralized by properties located in the United States.

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The Company believes that its mortgage loan holdings are well diversified, and the Company carefully monitors and manages them based on its liquidity position. The following sets forth the commercial mortgage loan portfolio by U.S. geographic region and a reconciliation to total mortgage loans:

	December 31,
	2018				2017
	Carrying Value		% of Total		Carrying Value		% of Total
	($ In Thousands)
North Central	$	953,585	12	%	$	868,347	18	%
South Central	768,894		10	%	612,661		13	%
South Atlantic	1,028,892		13	%	739,829		15	%
Pacific	1,204,554		16	%	778,684		16	%
Mountain	415,078		5	%	426,492		9	%
Atlantic	844,963		11	%	660,489		14	%
New England	294,814		4	%	118,210		2	%
Total commercial mortgage loans	5,510,780		71	%	4,204,712		87	%
Total residential mortgage loans	2,198,739		29	%	611,595		13	%
Total mortgage loans	$	7,709,519	100	%	$	4,816,307	100	%

The following sets forth the commercial mortgage loan portfolio loan-to-value ratios by property type:

	December 31, 2018
	Less than 80%			81% to 95%			Above 95%			Total			% of Total
	($ in Thousands)
Office	$	1,757,311		$	4,204		$	—		$	1,761,515		32	%
Apartments	599,033			—			—			599,033			11	%
Industrial and other	1,193,383			—			—			1,193,383			22	%
Retail	1,229,541			8,974			—			1,238,515			22	%
Hotels	718,334			—			—			718,334			13	%
Total	$	5,497,602		$	13,178		$	—		$	5,510,780		100	%
% of Total	100		%	—		%	—		%	100		%

	December 31, 2017
	Less than 80%			81% to 95%			Above 95%			Total			% of Total
	($ in Thousands)
Office	$	1,024,734		$	18,353		$	1,228		$	1,044,315		25	%
Apartments	394,762			5,858			—			400,620			10	%
Industrial and other	1,159,206			21,296			—			1,180,502			28	%
Retail	998,108			13,923			—			1,012,031			24	%
Hotels	567,244			—			—			567,244			13	%
Total	$	4,144,054		$	59,430		$	1,228		$	4,204,712		100	%
% of Total	99		%	1		%	—		%	100		%

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The Company’s residential mortgage loan portfolio includes first lien residential mortgage loans, collateralized by properties located in the United States. At December 31, 2018, California, Florida, Texas and New York represented 33.5%, 14.1%, 6.1% and 5.4%, respectively, of the portfolio. The remaining40.8%represented all other states, with each individual state comprising less than 5% of the RML portfolio. At December 31, 2017,California, Florida and New York represented 36.9%, 14.0% and 6.2%, respectively, of the residential mortgage loan portfolio, and the remaining 42.9%represented all other states, with each individual state comprising less than 5% of the residential mortgage portfolio.

At December 31, 2018, all CMLs were in good standing with the exception oftworestructured loans with a carrying value of$9.0 million andno loans with foreclosures in process. At December 31, 2017, all CMLs were in good standing with the exception of threerestructured loans with a carrying value of$10.3 million and no loans with a foreclosure in process. At December 31, 2018, all RMLs were in good standing with the exception offorty-fourloans with foreclosures in process with a carrying value of$9.9 million. At December 31 2017, all residential mortgage loans were in good standing with the exception of seven loans with foreclosures in process with a carrying value of $2.7 million.

There is no accrued interest reported for CMLs with overdue interest over 90 days. At December 31, 2018 and 2017, there werenoCMLs with overdue interest over 90 days.

The Company generally defines sub-prime residential whole mortgage loans as borrowers with impaired credit history and lower FICO scores.  The price paid for the residential whole mortgage loans factored in the consideration of the borrower’s ability to repay along with the overall credit profile of the loan.  The Company continues to monitor the performance of sub-prime residential whole mortgage loans against performance expectations. As of December 31, 2018 and 2017, the Company held $249.1 million and $127.2 millionin sub-prime residential whole mortgage loans, respectively.

Mortgage Loan Portfolio Surveillance

The Company actively monitors its mortgage loan portfolio. The Company performs or reviews all aspects of loan origination and portfolio management, including lease analysis, property transfer analysis, economic and financial reviews, tenant analysis, and management of default and bankruptcy proceedings.

The Company revalues underperforming properties each year and re-inspects these properties at least every other year based on internal quality ratings. The criteria used to determine whether a current or potential problem exists includes borrower bankruptcies, major tenant bankruptcies, requests for restructuring, delinquent tax payments, late payments, loan-to-value or debt service coverage deficiencies, and overall vacancy levels.

The Company evaluates each loan for probable credit losses. Interest income on an impaired loan is recognized when due unless the impairment is considered to be other-than-temporary, in which case interest is recognized when received. Cash receipts on other-than-temporarily impaired loans are applied first to any outstanding principal and then to interest.

It is the Company’s policy to cease accruing income on mortgage loans when collection is not probable. Payments received on loans in nonaccrual status are applied first to any outstanding principal and then to interest. Past due or delinquency status occurs when a payment is more than 90 days past due.

The Company maintains a watch list of all loans that are delinquent by one or more payments or are current but have shown deterioration in certain economic fundamentals as determined by management. Each loan is assessed for OTTI considering both qualitative and quantitative factors including borrower credit and history, current occupancy, and property cash flow.

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Other Invested Assets

Other invested assets, at carrying value, by annual statement category are:

	December 31,
	2018		2017
	($ in Thousands)
Fixed or variable rate	$	72,160	$	72,160
Partnership interests
Common stock - unaffiliated	414,608		359,915
Common stock - affiliated	443,282		432,566
Real estate - unaffiliated	90,410		64,990
Real estate - affiliated	216,252		92,363
Other - unaffiliated	111,615		120,671
Other - affiliated	266,612		298,050
Total Partnership interests	1,542,779		1,368,555
Surplus debentures	374,330		318,973
Total	$	1,989,269	$	1,759,688

The Company has no investments in joint venture, partnerships or limited liability companies that exceed 10% of its admitted assets. During 2018 and 2017, there were impairments of $45.4 million and $4.1 million, respectively, on partnerships and limited liability companies. The impairments were based on an assessment that future cash flows of affected limited partnerships would be less than the cost basis of the limited partnership. Fair value is determined utilizing statements received from the partnerships and limited liability companies.

Derivatives

The Company uses derivative financial instruments in the normal course of business to manage risks. The derivatives are used primarily to manage the equity index optionality embedded in the FIA liabilities and also to reduce interest rate duration imbalances and foreign currency exposures determined through asset/liability analyses. The Company also uses a combination of derivatives and fixed income investments to create synthetic investment positions. These combined investments are created opportunistically when they are economically more attractive than the actual instrument or when the simulated instruments are unavailable. Synthetic assets can be created either to hedge and reduce the credit exposure or to create an investment in a particular asset. The Company held synthetic assets with a net notional amount of $10.0 million as of each of December 31, 2018 and 2017. These were considered replicated asset transactions as defined under SAP as the pairing of a long derivative contract with a cash instrument held.

The Company’s principal derivative risk exposure is equity risk. Equity risk pertains to the change in fair value of the derivative instruments as equity markets move or the market volatility changes. The Company is also exposed to credit-related losses in the event of nonperformance by counterparties to derivative financial instruments. To minimize counterparty credit risk, the Company and its derivative counterparties generally enter into master agreements that require collateral to be posted in the amount owed under each transaction, subject to minimum transfer amounts. These same master agreements allow for contracts in a positive position, where the Company is due amounts, to be offset by contracts in a negative position. This right of offset, combined with collateral obtained from counterparties, reduces the Company’s exposure. Cash collateral pledged by the counterparties was $875.8 million as of December 31, 2018 and $2,227.2 million as of December 31, 2017. Securities collateral pledged by the counterparties was $3.7 million as of December 31, 2018 and $221.0 million as of December 31, 2017. Collateral pledged by the Company to counterparties was $42.2 million as of December 31, 2018 and $81.8 million as of December 31, 2017.

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In the event of default, the full market value exposure at risk in a net gain position, net of offsets and collateral, was $21.6 million as of December 31, 2018 and $9.4 million as of December 31, 2017.

The Company regularly monitors counterparty credit ratings and exposures, derivative positions and valuations and the value of collateral posted to ensure counterparties are credit-worthy and the concentration of exposure is minimized. The Company monitors this exposure as part of its management of the Company’s overall credit exposures. The following summarizes the fair values and notional amounts of the Company’s derivative financial instruments:

	Contract or Notional Amount				Fair Value
	December 31,				December 31,
	2018		2017		2018		2017
	($ In Thousands)
Derivative assets:
Options	$	32,962,423	$	28,627,131	$	849,304	$	2,414,214
Variance swaps	—		50		—		146
Interest rate swaps	16,000		121,600		75		(501		)
Futures	3,306		3,335		5,787		5,582
Currency swaps	1,056,378		37,271		70,650		2,663
Forwards	30,467		99,252		568		65
Total return swaps	—		113,690		—		4,682
Derivative liabilities:
Options	163,783		883,215		9,322		18,600
Variance swaps	100		—		783		—
Interest rate swaps	309,602		403,202		17,910		14,885
Futures	103		59		1,460		205
Currency swaps	553,460		881,713		38,163		94,620
Forwards	153,277		67,769		2,009		1,008
Total return swaps	57,267		—		2,724		—
Credit default swaps	10,000		10,000		3,989		4,789

In most cases, the notional amounts are not a measure of the Company’s credit exposure except in the case of credit default swaps. In the event of default, the Company is fully exposed to the notional amounts of $10.0 million as of each of December 31, 2018 and 2017. Collateral is exchanged for all derivative types except futures and forwards. For all other contracts, the collateral amounts exchanged are calculated on the basis of the notional amounts and the other terms of the instruments, which relate to interest rates, exchange rates, security prices or financial or other indices.

Investment Reserves

The Company establishes and records appropriate write-downs or investment reserves in accordance with statutory practice. The Company determines the fair value of bonds in accordance with principles established by the SVO using criteria that include the net worth and capital structure of the borrower, the value of the collateral, the presence of additional credit support, and its evaluation of the borrower’s ability to compete in a relevant market. In the case of real estate and commercial mortgage loans, the Company makes borrower and property specific assessments as well.

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AVR is a contingency reserve to offset potential losses of stocks, real estate investments, as well as credit-related declines in bonds, mortgage loans and derivatives. As of December 31, 2018, AVR totaled $644.5 million, which represents an 15% increase from December 31, 2017. The increase is primarily due to increased bond holdings and unrealized gains on other invested assets as there is a dollar-for-dollar increase resulting from unrealized gains on this asset class.

The following represents the change in AVR for the years 2018 and 2017:

	Bonds, Preferred Stocks, Derivatives and Short-term Investments			Mortgage Loans			Common Stock			Real Estate and Other Invested Assets			Total
	($ In Thousands)
Balance at December 31, 2016	$	294,787		$	49,209		$	285		$	129,664		$	473,945
Change in reserve contributions	43,856			9,652			83			4,229			57,820
Net realized capital gains (losses)	(1,821		)	67			(584		)	(4,856		)	(7,194		)
Net unrealized capital gains (losses)	5,666			(13		)	106			38,892			44,651
Adjustment down to maximum	(5,263		)	(3,124		)	—			—			(8,387		)
Net change to AVR	42,438			6,582			(395		)	38,265			86,890
Balance at December 31, 2017	$	337,225		$	55,791		$	(110	)	$	167,929		$	560,835
Balance at December 31, 2017	$	337,225		$	55,791		$	(110	)	$	167,929		$	560,835
Change in reserve contributions	39,427			21,963			1,976			(2,260		)	61,106
Net realized capital gains (losses)	(1,129		)	294			289			(26,298		)	(26,844		)
Net unrealized capital gains (losses)	(7,252		)	481			(1,731		)	73,025			64,523
Transfer among categories	(26,084		)	26,084			8,043			(8,043		)	—
Adjustment down to maximum	—			(13,045		)	—			(2,041		)	(15,086		)
Net change to AVR	4,962			35,777			8,577			34,383			83,699
Balance at December 31, 2018	$	342,187		$	91,568		$	8,467		$	202,312		$	644,534

Quantitative and Qualitative Disclosures about Market Risk

Market Risk & Management of Market Risk Exposures

Market risk is the risk of incurring losses due to adverse changes in market rates and prices. Included in market risk are potential losses in value due to credit and counterparty risk, interest rate risk, currency risk, commodity price risk and equity price risk. The Company is primarily exposed to credit risk, interest rate risk, equity price risk and currency risk.

Credit Risk and Counterparty Risk

In order to operate its business model, which is based on earning spread income, the Company must bear credit risk. However, as the Company assumes credit risk through its investment, reinsurance and hedging activities, the Company endeavors to ensure that risk exposures remain diversified, that it is adequately compensated for the risks it assumes, and that the level of risk is consistent with its risk appetite and objectives.

Credit risk is a key risk taken in the asset portfolio, as the credit spread on the Company’s investments is what drives its spread income. The Company manages credit risk by avoiding idiosyncratic risk concentrations, understanding and managing its systematic exposure to economic and market conditions through stress testing, monitoring investment activity daily and distinguishing between price and default risk from credit exposures. Concentration and portfolio limits ensure that exposure to default and impairment risk is sufficiently modest so as to not represent a solvency risk to the Company, even in severe economic conditions.

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The investment teams within AAM, which manage substantially all of the Company’s fixed income assets, focus on in-depth, bottom-up portfolio construction and disciplined risk management. Their approach to taking credit risk is formulated based on:

• a fundamental view on existing and potential opportunities at the security level;

• an assessment of the current risk/reward proposition for each market segment;

• identification of downside risks and assigning a probability for those risks; and

• establishing a plan for best execution of the investment action.

A dedicated set of Athene risk managers, who are on-site with AAM, monitor the asset risks to ensure that such risks are consistent with the Company risk appetite, standards for committing capital, and overall strategic objectives. The risk management team is also a key contributor to the OTTI/credit impairment evaluation process.

In addition to credit-risk exposures from its investment portfolio, the Company is also exposed to credit risk from its counterparty exposures from its derivative hedging and reinsurance activities. Derivative counterparty risk is managed by trading on a collateralized basis with counterparties under International Swaps and Derivatives Association documents with a credit support annex having low or zero-dollar collateral thresholds.

The Company utilizes reinsurance to mitigate risks that are inconsistent with its strategy or objectives. For example, the Company has reinsured much of the mortality risk associated with the life insurance component of certain products, allowing the Company to focus on its core annuity business. These reinsurance agreements expose the Company to the credit risk of its counterparties. The Company manages this risk through various mechanisms, including: using reinsurance structures such as funds withheld or modified coinsurance so as to retain ownership of the assets and thereby limit potential losses to the cost of replacing the counterparty; diversification across counterparties; and when possible, novating policies to eliminate counterparty risk altogether.

Interest Rate Risk

Significant interest rate risk may arise from mismatches in the timing of cash flows from the Company’s assets and liabilities. Management of interest rate risk at the Athene level, and at the various operating company levels, is one of the main risk management activities in which senior management engages.

Depending upon the materiality of the risk and its assessment of how the Company would perform across a spectrum of interest rate environments, the Company may seek to mitigate interest rate risk using on balance sheet strategies (portfolio management) and off balance sheet strategies (derivative hedges such as interest rate swaps and futures). The Company monitors asset liability management (“ALM”) metrics (such as key-rate durations and convexity) and employs quarterly cash flow testing requirements to ensure the asset and liability portfolios are managed to maintain net interest rate exposures at levels that are consistent with Athene’s risk appetite. Athene has established a set of exposure and stress limits to communicate its risk tolerance and to ensure adherence to those risk tolerance levels. Risk management personnel and Athene management-level committees that oversee ALM risk are notified in the event that risk tolerance levels are exceeded. Depending on the specific risk threshold that is exceeded, the appropriate management committee will make a decision as to what actions, if any, should be undertaken.

Active portfolio management is performed by the Company’s investment managers at AAM, with direction from Athene management-level committees that oversee ALM risk. The performance of the Company’s investment portfolio managed by AAM, is reviewed periodically by the committees and the board of directors.

Equity Price Risk

The Company’s FIAs require the Company to make payments to policyholders that are determined in reference to the performance of equity market indices. The Company seeks to minimize the equity risk from these liabilities by economically defeasing the underlying equity exposure with granular, policy-level-based hedging. In

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addition, the Company’s investment portfolio can be invested in strategies involving public and private equity positions. In general, the Company has limited appetite for passive, public equity investments.

The equity index hedging framework implemented is one of static core hedges with dynamic overlays. Unique policy-level liability options are matched with static over-the-counter options. Residual risk arising from policyholder behavior and other trading constraints (for example minimum trade size) are managed dynamically by decomposing the risk of the portfolio (asset and liability positions) into market risk measures which are managed to pre-established risk limits. The portfolio risks are measured overnight and rebalanced daily to ensure that the risk profile remains within risk appetite. Valuation is done at the position level, and risks are aggregated and shown at the level of each underlying index. Risk measures that have term structure sensitivity, such as index volatility risk, and interest rate risk, are monitored and such risk is managed along the term structure.

The Company is also exposed to equity risk in its alternative investment portfolio. The Company’s alternative investments are typically in the form of limited partnership interests in a fund. The Company typically targets fund investments that have characteristics resembling fixed income investments versus those resembling pure equity investments, but as a holder of partnership positions, its investments are generally held as equity positions. Alternative investments are comprised of several categories, including at the most liquid end of the spectrum “liquid strategies” (which is mostly exposure to publicly traded equities), followed by “hedge funds,” “credit funds,” “private equity,” and “real assets.”

The Company investment mandate in its alternative investment portfolio is inherently opportunistic. Each investment is examined and analyzed on its own merits to gain a full understanding of the risks present, and with a view toward determining likely return scenarios, including the ability to withstand stress in a downturn. The Company has a strong preference for alternative investments that have some or all of the following characteristics, among others: (1) investments that constitute a direct investment or an investment in a fund with a high degree of co-investment; (2) investments with credit- or debt-like characteristics (for example, a stipulated maturity and par value), or alternatively, investments with reduced volatility when compared to pure equity; or (3) investments that have less downside risk.

Currency Risk

The Company manages its currency risk so as to maintain minimal exposure to currency fluctuations. The Company attempts to hedge completely the currency risk arising in its investment portfolio or FIA products. In general, the Company matches currency exposure of assets and liabilities. When the currency denominations of the assets and liabilities do not match, the Company generally undertakes hedging activities to eliminate or mitigate currency mismatch risk.

Sensitivities

In accordance with SAP, the significant majority of the Company’s assets and liabilities are carried at amortized cost and not at fair value. As a result, the elements of market risk discussed above do not generally have a significant direct impact on the financial position or results of operations of the Company.

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Financial Statements

The Company’s financial statements are included in Appendix C to this prospectus. The table of contents for Appendix C is set forth below.

	Page
Independent Auditor’s Report	C-1
Financial Statements
Balance Sheets—Statutory-Basis	C-3
Statements of Operations—Statutory-Basis	C-5
Statements of Changes in Capital and Surplus—Statutory-Basis	C-6
Statements of Cash Flows—Statutory-Basis	C-7
Notes to Financial Statements—Statutory-Basis	C-9

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Appendix A - Segment Interim Value Examples

The following table of inputs is used in Example 10. Additionally, an implied volatility of 24%, index dividend yield of 1.95%, and swap rate of 2.60% are assumed (these values are hypothetical for the purpose of illustrating the calculations and are not intended to reflect available values in the market on any given date). Each example assumes that the Segment Value on the Segment Start Date is $100,000.

	1-Year Buffer Segment Option	2-Year Floor Segment Option	6-Year Buffer Segment Option
Contract Date
Interest Adjustment index value	1.00%	1.00%	1.00%
Segment Start Date
Segment Term Period (in Months)	12	24	72
Segment Option Index Value	100	100	100
Participation Rate	100%	100%	100%
Cap Rate	18%	18%	100%
Floor/Buffer Rate	10%	10%	20%
Segment Fee	0.95%	0.95%	0.95%
Example 10
Time Elapsed Since Contract Date	6	6	6
Time Remaining in Segment Term Period	6	18	66
Segment Value (a)	$99,525.00	$99,525.00	$99,525.00
Example 10A: Interest Rates decreased 50bps. Index Value decreased 25%.
Equity Adjustment (b)	($16,428.71)	($7,704.45)	($15,712.91)
Interest Adjustment (c)	$2,753.98	$2,753.98	$2,753.98
Segment Interim Value (a) + (b) + (c) = (d)	$85,850.27	$94,574.53	$86,566.08
Withdrawal Charge (e)	($7,962.00)	($7,962.00)	($7,962.00)
Cash Surrender Value (d) + (e)	$77,888.27	$86,612.53	$78,604.08
Example 10B: Interest Rates decreased 50bps. Index Value decreased 10%.
Equity Adjustment (b)	($4,774.42)	($3,350.86)	($5,838.21)
Interest Adjustment (c)	$2,753.98	$2,753.98	$2,753.98
Segment Interim Value (a) + (b) + (c) = (d)	$97,504.56	$98,928.12	$96,440.77
Withdrawal Charge (e)	($7,962.00)	($7,962.00)	($7,962.00)
Cash Surrender Value (d) + (e)	$89,542.56	$90,966.12	$88,478.77
Example 10C: Interest Rates decreased 50bps. Index Value increased 25%.
Equity Adjustment (b)	$12,175.19	$7,647.97	$14,486.69
Interest Adjustment (c)	$2,753.98	$2,753.98	$2,753.98
Segment Interim Value (a) + (b) + (c) = (d)	$114,454.18	$109,926.96	$116,765.67
Withdrawal Charge (e)	($7,962.00)	($7,962.00)	($7,962.00)
Cash Surrender Value (d) + (e)	$106,492.18	$101,964.96	$108,803.67

A-1

Example 10D: Interest Rates decreased 50bps. Index Value increased 10%.
Equity Adjustment (b)	$6,710.93	$3,374.67	$6,255.01
Interest Adjustment (c)	$2,753.98	$2,753.98	$2,753.98
Segment Interim Value (a) + (b) + (c) = (d)	$108,989.91	$105,653.65	$108,533.99
Withdrawal Charge (e)	($7,962.00)	($7,962.00)	($7,962.00)
Cash Surrender Value (d) + (e)	$101,027.91	$97,691.65	$100,571.99
Example 10E: No change in Interest Rates or Index Value
Equity Adjustment (b)	$1,512.11	$48.58	$364.48
Interest Adjustment (c)	$0.00	$0.00	$0.00
Segment Interim Value (a) + (b) + (c) = (d)	$101,037.11	$99,573.58	$99,889.48
Withdrawal Charge (e)	($7,962.00)	($7,962.00)	($7,962.00)
Cash Surrender Value (d) + (e)	$93,075.11	$91,611.58	$91,927.48
Example 10F: Interest Rates increased 50bps. Index Value increased 10%.
Equity Adjustment (b)	$6,710.93	$3,374.67	$6,255.01
Interest Adjustment (c)	($2,666.77)	($2,666.77)	($2,666.77)
Segment Interim Value (a) + (b) + (c) = (d)	$103,569.15	$100,232.90	$103,113.23
Withdrawal Charge (e)	($7,962.00)	($7,962.00)	($7,962.00)
Cash Surrender Value (d) + (e)	$95,607.15	$92,270.90	$95,151.23
Example 10G: Interest Rates increased 50bps. Index Value increased 25%.
Equity Adjustment (b)	$12,175.19	$7,647.97	$14,486.69
Interest Adjustment (c)	($2,666.77)	($2,666.77)	($2,666.77)
Segment Interim Value (a) + (b) + (c) = (d)	$109,033.42	$104,506.20	$111,344.92
Withdrawal Charge (e)	($7,962.00)	($7,962.00)	($7,962.00)
Cash Surrender Value (d) + (e)	$101,071.42	$96,544.20	$103,382.92
Example 10H: Interest Rates increased 50bps. Index Value decreased 10%.
Equity Adjustment (b)	($4,774.42)	($3,350.86)	($5,838.21)
Interest Adjustment (c)	($2,666.77)	($2,666.77)	($2,666.77)
Segment Interim Value (a) + (b) + (c) = (d)	$92,083.80	$93,507.36	$91,020.02
Withdrawal Charge (e)	($7,962.00)	($7,962.00)	($7,962.00)
Cash Surrender Value (d) + (e)	$84,121.80	$85,545.36	$83,058.02
Example 10I: Interest Rates increased 50bps. Index Value decreased 25%.
Equity Adjustment (b)	($16,428.71)	($7,704.45)	($15,712.91)
Interest Adjustment (c)	($2,666.77)	($2,666.77)	($2,666.77)
Segment Interim Value (a) + (b) + (c) = (d)	$80,429.51	$89,153.78	$81,145.32
Withdrawal Charge (e)	($7,962.00)	($7,962.00)	($7,962.00)
Cash Surrender Value (d) + (e)	$72,467.51	$81,191.78	$73,183.32

A-2

Example 11 below shows how the Equity Adjustment Factor would be determined for a hypothetical Performance Blend Segment Option six months into the Segment Term Period, after the value of the derivative instruments have been determined for each index.

Example 11	On Segment Start Date	On Day Segment Interim Value is Calculated
Value of Derivative Instruments on S&P 500® Index	11.15%	11.55%
Value of Derivative Instruments on Russell 2000® Index	11.30%	11.65%
Value of Derivative Instruments on MSCI EAFE Index	11.45%	11.50%
Weighted Value of Derivative Instruments on S&P 500® Index	2.23%2	3.47%3
Weighted Value of Derivative Instruments on Russell 2000® Index	3.39%	5.83%
Weighted Value of Derivative Instruments on MSCI EAFE Index	5.73%	2.30%
Aggregate Value of Derivative Instruments	11.35%4	11.59%
Equity Adjustment Factor	0.00%	0.25%5

(1)    Value of the derivative instruments as a percent of the Segment Start Date Index Price for each index

(2)     Value of the derivative instruments on the S&P 500^® multiplied by 20%, as the S&P 500^® had the lowest value

of derivative instruments for the three indices on the Segment Start Date

(3)     Value of the derivative instruments on the S&P 500^® multiplied by 30%, as the S&P 500^® had the second

highest value of derivative instruments for the three indices on the day the Segment Interim Value is calculated

(4)     Sum of the weighted values of derivative instruments for all three indices (2.23% + 3.39% + 5.73%)

(5)    The Equity Adjustment Factor is calculated as A - B x (1 - Y), where A equals the aggregate value of derivative instruments on the day

the Interim Value is calculated; B equals the aggregate value of derivative instruments on the Segment Start Date; and Y equals the number

of whole years elapsed since the Segment Start Date.

In this example, A is 11.59%, B is 11.35%, and Y is 0 because a full year has not yet elapsed since the Segment Start Date. The Equity

Adjustment Factor is therefore calculated as 11.59% - 11.35% x (1 - 0) = 0.25% to the nearest basis point.

A-3

Example 12

Assume the Segment Value is $100,000 on the Segment Start Date and is allocated to the Fixed Segment Option with a 2% annual Fixed Account Rate. If, six months into the Segment Term, the Interest Adjustment index value has decreased such that the Interest Adjustment Factor was -2.68%, the following values would result.

Example 12 - Segment Interim Value after Withdrawal prior to a Segment End Date
Annual Interest Rate	2.00%
Interest Adjustment Factor	-2.68%
Segment Value on the Segment Start Date	$	100,000.00
Immediately Before Withdrawal
Accumulated Segment Credits	$	995.05
Segment Value	$	100,995.05
Total Interest Adjustment	$	(2,666.77	)	1
Segment Interim Value	$	98,328.28
Withdrawal
Withdrawal Amount	$	20,000.00
Interest Adjustment attributable to Withdrawal	$	(535.90	)	2
Withdrawal Charge	$	(800.00	)	3
Net Withdrawal Amount Paid to Contract Owner	$	18,664.10
Immediately After Withdrawal
Resulting Segment Value	$	80,995.05

(1)    Total Interest Adjustment = 100,995.05 x -2.68% = (2,666.77)

(2)    Interest Adjustment attributable to Withdrawal = 20,000 * -2.68% = (535.90)

(3)    Assumes 8% Withdrawal Charge applied and no other Withdrawals have occurred since the last Contract Anniversary. 10% of the

100,000 may be taken without a Withdrawal Charge under the Free Withdrawal provision, so only the remaining 20,000 - 10,000 =

10,000 is charged

A-4

Example 13

Assume the Segment Value is $100,000 on the Segment Start Date is allocated to the 1-Year Buffer Segment Option with a Segment Fee of 0.95%, a Cap Rate of 18% and a Participation Rate of 100%. If, on the Segment End Date, Interest Rates have increased 50 bps and the Index Value has increased 25%, the following values would result.

Example 13 - Segment Interim Value on a Segment End Date
Segment Credit rate	18.00% (= 100% x MIN(25%,18%))
Equity Adjustment Factor	0.00%
Interest Adjustment Factor	-2.44%
Segment Value on last Segment Start Date	$	100,000.00
On Segment End Date
Accumulated Segment Fee Amount	$	950.00
Segment Credit Amount Applied on Segment End Date	$	17,829.00		1
Segment Value	$	116,879.00
Total Equity Adjustment	$	—		2
Total Interest Adjustment	$	(2,850.57	)	3
Segment Interim Value	$	114,028.43

(1)    Segment Credit Applied = Segment Credit rate x Segment Value Prior to Segment Credit

= Segment Credit rate x (Segment Value on Segment Start Date - Accumulated Segment Fee Amount -

Withdrawals Since Segment Start Date) = 18% x (100,000 - 950 - 0) = 17,829

(2)     Total Equity Adjustment = 116,879 x 0.00% = 0 (The Equity Adjustment is always zero on any

Segment End Date)

(3)     Total Interest Adjustment = 116,879 x -2.44% = (2,850.57)

A-5

Appendix B - State Variation Chart

State	Feature or Benefit	Availability or Variation
Alaska	Right to Cancel Period	If your Contract is the result of a replacement of an existing contract, your Right to Cancel Period is 30 days.
	Confinement Waiver	If the second opinion or examination conflicts with the original recommendation of Confinement, a third opinion or examination shall be required. The Physician selected for purposes of providing the third opinion or examination shall be a disinterested third party selected by the Owner and acceptable to the Company. If a third opinion is obtained, the results of the third opinion shall be the basis for approving or disapproving the additional Free Withdrawal request. The cost of any second or third opinion or examination will be borne by the Company.
Alaska	Terminal Illness Waiver	If the second opinion or examination conflicts with the original diagnosis of Terminal Illness, a third opinion or examination shall be required. The Physician selected for purposes of providing the third opinion or examination shall be a disinterested third party selected by the Owner and acceptable to the Company. If a third opinion is obtained, the results of the third opinion shall be the basis for approving or disapproving the additional Free Withdrawal request. The cost of any second or third opinion or examination will be borne by the Company.
Connecticut	Confinement Waiver	The waiver is available during the Accumulation Phase before the Death Benefit becomes payable. The conditions under which the waiver applies have been modified. Confinement must continue for at least 60 consecutive days, but there is no requirement that confinement begins at least one year after the Contract Date.
	Terminal Illness Waiver	The waiver is available during the Accumulation Phase before the Death Benefit becomes payable. The conditions under which the waiver applies have been modified. A diagnosis of Terminal Illness must occur, but there is no requirement that the diagnosis occurs at least one year after the Contract Date.
Florida	Right to Cancel Period	Your Right to Cancel Period is 21 days.

B-1

State	Feature or Benefit	Availability or Variation
Illinois	Confinement Waiver	If the second opinion or examination conflicts with the original recommendation of Confinement, a third opinion or examination shall be required. The Physician selected for purposes of providing the third opinion or examination shall be a disinterested third party selected by the Owner and acceptable to the Company. If a third opinion is obtained, the results of the third opinion shall be the basis for approving or disapproving the additional Free Withdrawal request. The cost of any second or third opinion or examination will be borne by the Company.
Illinois	Terminal Illness Waiver	The definition of Terminal Illness has been modified to mean an illness that is expected to cause death within 24 months, rather than within 12 months. If the second opinion or examination conflicts with the original diagnosis of Terminal Illness, a third opinion or examination shall be required. The Physician selected for purposes of providing the third opinion or examination shall be a disinterested third party selected by the Owner and acceptable to the Company. If a third opinion is obtained, the results of the third opinion shall be the basis for approving or disapproving the additional Free Withdrawal request. The cost of any second or third opinion or examination will be borne by the Company.
Maryland	Right to Cancel Period	If your Contract is the result of a replacement of an existing contract, your Right to Cancel Period is 30 days.
	Terminal Illness Waiver	The waiver is available during the Accumulation Phase before the Death Benefit becomes payable. The conditions under which the waiver applies have been modified. A diagnosis of Terminal Illness must occur after the Contract Date, rather than at least one year after the Contract Date.
Michigan	Confinement Waiver	If the second opinion or examination conflicts with the original recommendation of Confinement, a third opinion or examination shall be required. The Physician selected for purposes of providing the third opinion or examination shall be a disinterested third party selected by the Owner and acceptable to the Company. If a third opinion is obtained, the results of the third opinion shall be the basis for approving or disapproving the additional Free Withdrawal request. The cost of any second or third opinion or examination will be borne by the Company.

B-2

State	Feature or Benefit	Availability or Variation
Michigan	Terminal Illness Waiver	If the second opinion or examination conflicts with the original diagnosis of Terminal Illness, a third opinion or examination shall be required. The Physician selected for purposes of providing the third opinion or examination shall be a disinterested third party selected by the Owner and acceptable to the Company. If a third opinion is obtained, the results of the third opinion shall be the basis for approving or disapproving the additional Free Withdrawal request. The cost of any second or third opinion or examination will be borne by the Company.
Nebraska	Right to Cancel Period	If your Contract is the result of a replacement of an existing contract, your Right to Cancel Period is 30 days.
	Confinement Waiver	The reference to Convalescent Care Facility is replaced with a reference to Nursing Care Facility.
Nevada	Right to Cancel Period	If your Contract is the result of a replacement of an existing contract, your Right to Cancel Period is 30 days.
New Hampshire	Right to Cancel Period	If your Contract is the result of a replacement of an existing contract, your Right to Cancel Period is 30 days.

B-3

State	Feature or Benefit	Availability or Variation
New Hampshire	Confinement Waiver	Civil union partners are considered spouses under New Hampshire law. If the second opinion or examination conflicts with the original diagnosis of Terminal Illness, a third opinion or examination shall be required. The Physician selected for purposes of providing the third opinion or examination shall be a disinterested third party selected by the Owner and acceptable to the Company. If a third opinion is obtained, the results of the third opinion shall be the basis for approving or disapproving the additional Free Withdrawal request. The cost of any second or third opinion or examination will be borne by the Company. The definitions of Convalescent Care Facility, has been modified as follows: Convalescent Care Facility” means an institution which: (i) is operated pursuant to State as a convalescent nursing facility, a qualified nursing facility, a convalescent hospital, a convalescent unit of a Hospital, an intermediate care facility, or a custodial care facility; and (ii) is primarily engaged in providing, in addition to room and board accommodations, continuous nursing service by or under the supervision of a Physician or a licensed registered nurse (R.N.); and (iii) maintains a daily record of each patient which is available for Our review; and (iv) administers a planned program of observation and treatment by a Physician (which for purposes of this provision also cannot be the proprietor or an employee of such facility) which is in accordance with existing standards of medical practice for the confinement; and (v) be approved for payment of Medicare benefits or be qualified to receive approval for payment of Medicare benefits, if so requested. Convalescent Care Facility does not mean a facility or any part of a facility used primarily for rest care, training or education, or the treatment of alcoholism or chemical dependency.

B-4

State	Feature or Benefit	Availability or Variation
New Hampshire	Terminal Illness Waiver	Civil union partners are considered spouses under New Hampshire law. If the second opinion or examination conflicts with the original diagnosis of Terminal Illness, a third opinion or examination shall be required. The Physician selected for purposes of providing the third opinion or examination shall be a disinterested third party selected by the Owner and acceptable to the Company. If a third opinion is obtained, the results of the third opinion shall be the basis for approving or disapproving the additional Free Withdrawal request. The cost of any second or third opinion or examination will be borne by the Company.
Ohio	Right to Cancel Period	If your Contract is the result of a replacement of an existing contract, your Right to Cancel Period is 30 days.
South Dakota	Confinement Waiver	The definition of Physician has been modified to state: “Physician” for purposes of this provision means a doctor of medicine or osteopathy licensed by the State to practice medicine and surgery in which he/she performs such function.
	Terminal Illness Waiver	The definition of Physician has been modified to state: “Physician” for purposes of this provision means a doctor of medicine or osteopathy licensed by the State to practice medicine and surgery in which he/she performs such function.
Utah	Right to Cancel Period	If your Contract is the result of a replacement of an existing contract, your Right to Cancel Period is 30 days.
Vermont	Right to Cancel Period	If your Contract is the result of a replacement of an existing contract, your Right to Cancel Period is 30 days.
Washington	Terminal Illness Waiver	The definition of Terminal Illness has been modified to mean an illness that is expected to cause death within 24 months, rather than within 12 months.
Wyoming	Right to Cancel Period	If your Contract is the result of a replacement of an existing contract, your Right to Cancel Period is 30 days.

B-5

Athene Annuity and LifeCompany

Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

Appendix C - Financial Statements

Report of Independent Auditors

To theBoard of Directors of Athene Annuity and Life Company

We have audited the accompanying statutory financial statements of Athene Annuity and Life Company, which comprise the balance sheets - statutory-basis as of December 31, 2018 and 2017, and the related statements of operations - statutory-basis, changes in capital and surplus - statutory-basis, and of cash flows - statutory-basis for each of the three years in the period ended December 31, 2018.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the accounting practices prescribed or permitted by theIowa Insurance Division. Management is also responsible for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis for Adverse Opinion on U.S. Generally Accepted Accounting Principles

As described in Note 1 to the financial statements, the financial statements are prepared by the Company on the basis of the accounting practices prescribed or permitted by theIowa Insurance Division, which is a basis of accounting other than accounting principles generally accepted in the United States of America.

The effects on the financial statements of the variances between the statutory basis of accounting described in Note 1and accounting principles generally accepted in the United States of America, although not reasonably determinable, are presumed to be material.

C-1

Adverse Opinion on U.S. Generally Accepted Accounting Principles

In our opinion, because of the significance of the matter discussed in the “Basis for Adverse Opinion on U.S. Generally Accepted Accounting Principles” paragraph, the financial statements referred to above do not present fairly, in accordance with accounting principles generally accepted in the United States of America, the financial position of the Company as of December 31, 2018 and 2017, or the results of its operations or its cash flows for each of the three years in the period ended December 31, 2018.

Opinion on Statutory Basis of Accounting

In our opinion, the financial statements referred to above present fairly, in all material respects, the admitted assets, liabilities and surplus of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in accordance with the accounting practices prescribed or permitted by the Iowa Insurance Division described in Note 1.

/s/ PricewaterhouseCoopers LLP

Des Moines, Iowa

April 1, 2019

C-2

Athene Annuity and Life Company

Balance Sheets – Statutory-Basis

December 31, 2018 and 2017

(Dollars in thousands, except per share amounts)

				2018		2017
Admitted assets
Cash and invested assets:
	Bonds			$	37,954,374	$	38,988,956
	Preferred stocks			121,789		99,056
	Common stocks:
		Affiliated entities		389,534		369,763
		Unaffiliated		87,995		32,281
	Mortgage loans			7,709,519		4,816,307
	Real estate:
		Properties held for the production of income		9,389		9,389
		Properties held for sale		57		10,120
	Policy loans			189,509		210,007
	Cash, cash equivalents and short-term investments			1,444,253		3,176,100
	Receivable for securities			46,185		29,028
	Derivative assets			749,446		538,874
	Derivative collateral asset			42,236		81,823
	Other invested assets			1,989,269		1,759,688
			Total cash and invested assets	50,733,555		50,121,392
Accrued investment income				437,501		435,422
Premiums due and deferred, net of loading				8,117		8,864
Reinsurance receivable				1,148,353		1,489,145
Reinsurance recoverable				211,731		159,278
Corporate owned life insurance				361,748		349,472
Amounts due from parent, subsidiaries, and affiliates				429		294
Federal income tax recoverable				—		18,612
Net deferred income tax asset				19,382		—
Other admitted assets				46,962		1,787
Separate account assets				5,029,174		2,349,018
			Total admitted assets	$	57,996,952	$	54,933,284

C-3

Athene Annuity and Life Company

Balance Sheets – Statutory-Basis

December 31, 2018 and 2017

(Dollars in thousands, except per share amounts)

				2018		2017
Liabilities and capital and surplus
Liabilities:
	Policy and contract liabilities:
		Life and annuity		$	44,937,658	$	43,240,461
		Accident and health		3,590		5,383
		Deposit-type contracts		435,598		521,822
		Policy and contract claims		206,937		234,222
			Total policy and contract liabilities	45,583,783		44,001,888
Accrued insurance expenses				25,716		30,587
Interest maintenance reserve				115,959		120,206
Asset valuation reserve				644,534		560,835
Amounts due to parent, subsidiaries, and affiliates				14,025		20,013
Federal income tax payable				41,260		—
Net deferred income tax liability				—		16,886
Payable for securities				21,332		83,137
Derivative liabilities				39,463		67,810
Derivative collateral liability				875,837		2,227,195
Remittances and items not allocated				157,657		75,725
Agent deferred compensation				42,810		43,647
Liability for unclaimed property				32,841		18,803
Funds held under reinsurance with
unauthorized reinsurers				1,411,233		1,449,286
Reinsurance payable				1,956,144		2,137,443
Due to separate account				1,050,113		671,374
Other liabilities				40,402		43,765
Separate account liabilities				4,709,679		2,200,475
			Total liabilities	56,762,788		53,769,075
Capital and surplus:
	Common stock, $1 per share par value - 10,000,000
	shares authorized, issued and outstanding			10,000		10,000
	Paid-in surplus			952,052		927,979
	Unassigned surplus			272,112		226,230
			Total capital and surplus	1,234,164		1,164,209
			Total liabilities and capital and surplus	$	57,996,952	$	54,933,284

The accompanying notes are an integral part of the financial statements.

C-4

Athene Annuity and Life Company

Statements of Operations – Statutory-Basis

Years Ended December 31, 2018, 2017 and 2016

(Dollars in thousands)

					2018			2017			2016
Premiums and other revenues
Premiums and annuity considerations for life and accident
and health policies and contracts					$	1,272,542		$	1,533,887		$	1,130,998
Considerations for supplementary contracts with
life contingencies					2,084			3,409			2,886
Net investment income					3,331,542			2,952,220			1,910,613
Amortization of interest maintenance reserve					12,527			12,484			14,147
Commissions and expense allowances on reinsurance ceded					843,876			748,557			577,284
Corporate owned life insurance income					15,120			23,371			19,648
Net (loss) gain from operations from separate accounts					(1,794		)	8,030			2,474
Modified coinsurance adjustment ceded					(1,239,157		)	655,285			1,028,526
Funds withheld adjustment ceded					(93,685		)	(83,159		)	(90,213		)
Ceded interest maintenance reserve					36,753			22,285			26,244
Other income, net					8,353			2,078			429
		Total premiums and other revenues			4,188,161			5,878,447			4,623,036
Benefits and expenses
Benefits paid or provided for:
	Surrender benefits				649,024			499,072			432,321
	Death benefits				1,912			(141		)	(320		)
	Annuity and other benefits				246,627			186,264			152,300
	Increase in policy reserves				1,697,818			3,731,008			3,166,214
	Interest on policy or contract funds				17,023			20,336			25,524
		Total benefits			2,612,404			4,436,539			3,776,039
Commissions					658,552			497,997			507,912
General insurance expenses					274,367			260,757			250,809
Insurance taxes, licenses, and fees					5,484			47,066			44,080
Transfer to (from) separate account, net					464,892			435,693			(4,061		)
		Total benefits and expenses			4,015,699			5,678,052			4,574,779
			Net gain from operations before federal income
				taxes and net realized capital losses	172,462			200,395			48,257
Federal income tax expense (benefit)					19,768			(73,122		)	(110,462		)
			Net gain from operations before net realized
				capital losses	152,694			273,517			158,719
Net realized capital losses, net of tax and transfers to
	interest maintenance reserve				(72,059		)	(60,703		)	(50,473		)
			Net income		$	80,635		$	212,814		$	108,246

The accompanying notes are an integral part of the financial statements.

C-5

Athene Annuity and Life Company

Statements of Changes in Capital and Surplus – Statutory-Basis

Years Ended December 31, 2018, 2017 and 2016

(Dollars in thousands)

							Unassigned			Total
		Common		Paid-in			Surplus			Capital
		Stock		Surplus			(Deficit)			and Surplus
Balances at December 31, 2015		$	10,000	$	2,398,877		$	(1,342,592	)	$	1,066,285
Correction of prior period error		—		—			2,395			2,395
Net income		—		—			108,246			108,246
Capital contribution		—		13,772			—			13,772
Change in net deferred income tax		—		—			(31,870		)	(31,870		)
Change in net unrealized capital gains
	and losses, net of tax	—		—			59,056			59,056
Change in nonadmitted assets		—		—			5,497			5,497
Change in asset valuation reserve		—		—			(71,444		)	(71,444		)
Captive tax sharing agreement		—		—			(4,295		)	(4,295		)
Reinsurance adjustment		—		—			(52,133		)	(52,133		)
Balances at December 31, 2016		10,000		2,412,649			(1,327,140		)	1,095,509
Correction of prior period error		—		—			11,592			11,592
Surplus reset		—		(1,502,316		)	1,502,316			—
Net income		—		—			212,814			212,814
Capital contribution		—		17,646			—			17,646
Change in net deferred income tax		—		—			(36,067		)	(36,067		)
Change in net unrealized capital gains
	and losses, net of tax	—		—			105,118			105,118
Change in nonadmitted assets		—		—			1,518			1,518
Change in asset valuation reserve		—		—			(86,890		)	(86,890		)
Other changes in surplus in separate
	accounts statement	—		—			85			85
Captive tax sharing agreement		—		—			(519		)	(519		)
Reinsurance adjustment		—		—			(156,597		)	(156,597		)
Balances at December 31, 2017		10,000		927,979			226,230			1,164,209
Correction of prior period error		—		—			(27,746		)	(27,746		)
Net income		—		—			80,635			80,635
Capital contribution		—		24,073			—			24,073
Change in net deferred income tax		—		—			53,030			53,030
Change in net unrealized capital gains
	and losses, net of tax	—		—			79,455			79,455
Change in nonadmitted assets		—		—			(201		)	(201		)
Change in asset valuation reserve		—		—			(83,699		)	(83,699		)
Surplus contributed to separate
	accounts during period	—		—			(173,783		)	(173,783		)
Other changes in surplus in separate
	accounts statement	—		—			172,747			172,747
Captive tax sharing agreement		—		—			1,113			1,113
Reinsurance adjustment		—		—			(55,669		)	(55,669		)
Balances at December 31, 2018		$	10,000	$	952,052		$	272,112		$	1,234,164

The accompanying notes are an integral part of the financial statements.

C-6

Athene Annuity and Life Company

Statements of Cash Flows – Statutory-Basis

Years Ended December 31, 2018, 2017 and 2016

(Dollars in thousands)

				2018			2017			2016
Cash from operations
Premiums and policy proceeds, net of reinsurance				$	1,275,400		$	1,537,915		$	1,111,453
Net investment income received				3,214,717			2,724,388			1,669,876
Commissions and expense allowances on reinsurance ceded				841,769			656,893			569,601
Funds withheld adjustment ceded				(93,685		)	(83,159		)	(90,213		)
Net benefits (paid) received				(1,779,573		)	299,861			498,856
Commissions and insurance expenses paid				(935,550		)	(789,165		)	(816,972		)
Federal income tax (paid) received				(5,773		)	79,385			36,227
Net transfers to separate accounts				(86,154		)	(502,584		)	(346,490		)
Other revenues received less other expenses paid				24,328			25,830			20,538
			Net cash from operations	2,455,479			3,949,364			2,652,876
Cash from investments
Proceeds from investments sold, matured or repaid:
	Bonds			7,330,906			6,949,580			5,856,842
	Stocks			24,462			25,976			15,440
	Mortgage loans			943,392			1,295,229			880,895
	Real estate			9,850			8,292			744
	Other invested assets			326,326			202,332			207,908
	Miscellaneous proceeds			41,680			53,247			2,915
		Total investment proceeds		8,676,617			8,534,656			6,964,744
Cost of investments acquired:
	Bonds			(6,960,019		)	(9,393,177		)	(8,417,332		)
	Stocks			(104,335		)	(61,242		)	(16,108		)
	Mortgage loans			(3,682,164		)	(1,744,729		)	(937,883		)
	Other invested assets			(447,529		)	(496,906		)	(389,850		)
	Miscellaneous applications			(223,384		)	(101,339		)	(93,071		)
		Total costs of investments acquired		(11,417,431		)	(11,797,393		)	(9,854,244		)
Net change in policy loans				20,498			22,854			(18,306		)
			Net cash from investments	(2,720,316		)	(3,239,883		)	(2,907,806		)
Cash from financing and miscellaneous sources
Net withdrawals on deposit-type contracts				(86,224		)	(98,775		)	(114,867		)
Change in derivative collateral liability				(1,351,358		)	907,763			491,208
Funds held under reinsurance				—			—			(2,322		)
Funds held under reinsurance with unauthorized reinsurers				(38,053		)	(42,760		)	(1,125		)
Other cash provided (applied)				8,625			(27,526		)	40,860
			Net cash from financing and miscellaneous sources	(1,467,010		)	738,702			413,754
Net change in cash, cash equivalents and short-term investments				(1,731,847		)	1,448,183			158,824
Cash, cash equivalents and short-term investments
Beginning of year				3,176,100			1,727,917			1,569,093
End of year				$	1,444,253		$	3,176,100		$	1,727,917

The accompanying notes are an integral part of the financial statements.

C-7

Athene Annuity and Life Company

Statements of Cash Flows – Statutory-Basis

Years Ended December 31, 2018, 2017 and 2016

(Dollars in thousands)

		2018			2017			2016
Supplemental disclosures of cash flow information for non-cash transactions
Capital contribution of stock compensation expense (financing)		$	9,073		$	17,646		$	13,772
Capital contribution of stock compensation expense (investing)		(692		)	(1,494		)	(1,915		)
Capital contribution of stock compensation expense (operating)		(8,381		)	(16,152		)	(11,857		)
Reinsurance activity settled in bonds (operating)		372,176			410,514			192,472
Reinsurance activity settled in bonds (investing)		(372,176		)	(410,514		)	(192,472		)
Security exchanges and asset in kind trades - bond proceeds (investing)		1,156,632			426,342			319,662
Security exchanges and asset in kind trades - bonds acquired (investing)		(950,200		)	(426,342		)	(319,662		)
Security exchanges and asset in kind trades - mortgage loans proceeds
	(investing)	73,455
Security exchanges and asset in kind trades - mortgage loans acquired
	(investing)	(227,071		)	—			—
Security exchanges and asset in kind trades - other invested assets
	acquired (investing)	(52,816		)	—			—
Security exchanges and asset in kind trades - stock proceeds (investing)		17,710			—			—
Security exchanges and asset in kind trades - stocks acquired (investing)		(17,710		)	—			—
Other invested assets distribution (operating)		—			—			5,335
Other invested assets distribution - proceeds (investing)		8,894			1,440			19,087
Other invested assets distribution - acquired (investing)		(8,894		)	(666		)	(24,422		)
Other invested assets distribution - stocks acquired (investing)		—			(774		)	—
Interest capitalization (operating)		7,756			7,682			—
Interest capitalization (investing)		(7,756		)	(7,682		)	—
Transfer from mortgage loans to other invested assets (investing)		94			—			—
Transfer from mortgage loans to other invested assets (investing)		(94		)	—			—
Capital contribution (financing)		15,000			—			—
Capital contribution - stocks acquired (investing)		(15,000		)	—			—
Transfer from bonds and stocks to other invested assets (investing)		—			134,033			28
Transfer from bonds and stocks to other invested assets (investing)		—			(134,033		)	(28		)
Transfer from mortgage loans to real estate (investing)		—			15,628			3,447
Transfer from mortgage loans to real estate (investing)		—			(15,628		)	(3,447		)

The accompanying notes are an integral part of the financial statements.

C-8

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

1.    Nature of Operations and Significant Accounting Policies

Organization and Nature of Business

Athene Annuity and Life Company (the Company) is a stock life insurance company domiciled in the State of Iowa and was founded in 1896. The Company is licensed in the District of Columbia, Puerto Rico and all states except New York. The Company is a leading retirement services company offering savings products that are focused on simple, tax efficient solutions such as fixed indexed and fixed rate annuities through independent agents and financial institutions. The Company also issues group annuity contracts within a separate account structure to employers related to pension risk transfer transactions.

All outstanding shares of the Company are owned by Athene Annuity & Life Assurance Company (AADE), a stock life insurance company domiciled in the State of Delaware.  AADE is a wholly owned subsidiary of Athene USA Corporation (AUSA), a non-insurance company incorporated in the State of Iowa. AUSA is a wholly owned subsidiary of Athene Life Re Ltd. (ALRe), a Bermuda exempted company, which is in turn a wholly owned subsidiary of Athene Holding Ltd. (AHL), a Bermuda exempted company.

AHL has two classes of voting shares outstanding, Class A common shares and Class B common shares. As of December 31, 2018, the Class A common shares represented 55% of AHL’s aggregate voting power and the Class B common shares represented the remaining 45% of AHL’s aggregate voting power. The Class A common shares are listed on the New York Stock Exchange and traded under the symbol “ATH”. No one holder of Class A common shares (together with its affiliates) may control in excess of 9.9% of the total outstanding vote of AHL. If such holder, together with its affiliates, would control in excess of 9.9% of AHL’s outstanding vote, then such holder’s vote is reduced to 9.9% and the vote reduced is then voted by the other holders in such class on a pro rata basis. The Class B common shares are controlled by Apollo Global Management, LLC (AGM) and its affiliates.

The Company owns all of the outstanding capital stock of Athene Annuity & Life Assurance Company of New York (AANY), which in turn owns all of the outstanding capital stock of Athene Life Insurance Company of New York (ALICNY). The Company also owns all of the outstanding capital stock of Structured Annuity Reinsurance Company (STAR), Athene Re USA IV, Inc. (Athene Re IV), Centralife Annuities Services, Inc., AAIA RML, LLC and eight independent Iowa limited liability companies which each hold an individual commercial mortgage loan or real estate. In addition, the Company owns 75% of Athene Securities, LLC.

The Company established two regulatory closed blocks, on March 31, 2000 for Indianapolis Life Insurance Company and June 30, 1996 for AmerUs Life Insurance Company, in connection with the reorganization of two mutual insurance predecessor entities of the Company to a stock form. Insurance policies which had a dividend scale in effect at the time of the reorganizations were included in the closed blocks. The closed blocks were designed to give reasonable assurance to owners of affected policies that assets will be available to support such policies, including maintaining dividend scales in effect at the time of the reorganization, if the experience underlying such scales continues. The assets allocated to the closed blocks, including revenue therefrom, will accrue solely to benefit the owners of policies included in the block until the block is no longer in effect. Payment of dividends on closed block policies will be supported by closed block assets; however, in the unlikely event the closed block assets are insufficient to meet minimum policy obligations, dividend payments will be made from the general funds.

Basis of Presentation

The preparation of financial statements of insurance companies requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

C-9

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

The accompanying financial statements have been prepared on the basis of accounting practices prescribed or permitted by the Insurance Division, Department of Commerce, of the State of Iowa (Iowa Department). The State of Iowa has adopted the National Association of Insurance Commissioners' (NAIC) Accounting Practices and Procedures Manual. These practices differ from accounting principles generally accepted in the United States of America (GAAP).

The more significant of the differences from those prescribed or permitted by the Iowa Department and GAAP are as follows:

Fixed Maturity Securities: Investments in bonds, redeemable preferred stocks, and surplus notes are reported at amortized cost or fair value based on their rating by the NAIC; for GAAP, such investments would be designated at purchase as held-to-maturity, trading or available-for-sale. For GAAP, held-to-maturity fixed maturity investments would be reported at amortized cost, and the remaining fixed maturity investments would be reported at fair value with unrealized holding gains and losses reported in operations for those designated as trading and as a separate component of other comprehensive income for those designated as available-for-sale.

Mortgage Loans: Valuation allowances, if necessary, are established for mortgage loans based on the difference between the net value of the collateral, determined as the fair value of the collateral less estimated costs to obtain and sell, and the recorded investment in the mortgage loan. Under GAAP, such allowances are based on the present value of expected future cash flows discounted at the loan’s effective interest rate or, if foreclosure is probable, on the estimated fair value of the collateral. The initial valuation allowance and subsequent changes in the allowance for mortgage loans are charged or credited directly to surplus, rather than being included as a component of earnings as would be required under GAAP.

Real Estate: Investments in real estate are reported net of related obligations. Under GAAP, real estate is reported on a gross basis.

Short-term investments: Short-term investments include investments with maturities less than one year from the date of acquisition and are included in cash, cash equivalents and short-term investments in the balance sheets and statements of cash flows. Under GAAP, investments with maturities less than three months from the date of acquisition are included in cash and cash equivalents while investments with maturities less than one year but greater than three months are included in short-term investments and are not part of cash and cash equivalents in the statements of cash flows.

Derivatives: Derivative instruments used in hedging transactions that meet the criteria of an effective hedge are valued and reported in a manner that is consistent with the hedged asset or liability (e.g., amortized cost or fair value with the net unrealized capital gains (losses) reported in surplus along with any adjustment for federal income taxes). Embedded derivatives are not accounted for separately from the host contract. Under GAAP, all derivatives are reported on the balance sheets at fair value, the effective and ineffective portions of a single hedge are accounted for separately, an embedded derivative within a contract that is not clearly and closely related to the economic characteristics and risk of the host contract is accounted for separately from the host contract and valued and reported at fair value. Derivative instruments used in hedging transactions that do not meet or no longer meet the criteria of an effective hedge are accounted for at fair value and the changes in the fair value are recorded as unrealized gains or unrealized losses directly to surplus rather than to income as required under GAAP. Refer to Note 2 for discussion surrounding the Company's prescribed practices applied to derivatives.

Other Invested Assets: Changes in value of certain other long-term investments accounted for under the equity method of accounting are recorded as unrealized gains and losses as a component of surplus. Under GAAP, such changes are recorded through earnings.

C-10

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

Interest Maintenance Reserve (IMR):  Under a formula prescribed by the NAIC, the Company defers the portion of realized capital gains and losses on sales of fixed income investments attributable to changes in the general level of interest rates and amortizes those deferrals over the remaining period to maturity of the individual security sold. The Company also defers the gains and losses related to the market value adjustment (MVA) on annuity policies.  The net deferral is reported as IMR in the accompanying balance sheets.  Realized capital gains and losses are reported in income net of federal income tax and transfers to the IMR.  Under GAAP, realized capital gains and losses and the MVA would be reported in the statements of operations on a pretax basis in the period that the assets giving rise to the gains or losses are sold or the MVA was realized. 

Asset Valuation Reserve (AVR): The AVR provides a valuation allowance for invested assets and is determined by an NAIC prescribed formula with changes reflected directly in surplus; AVR is not recognized for GAAP.

Policy Acquisition Costs: The costs of acquiring and renewing business are expensed as incurred. Under GAAP, acquisition costs directly related to successful acquisition of new or renewal contracts are capitalized and amortized over the life of the contracts.

Nonadmitted Assets: Certain assets are designated as nonadmitted; principally, as applicable, certain receivables from agents and bills receivable, electronic data processing equipment, capitalized software, furniture and equipment, prepaid expenses, certain deferred income tax assets, non-insurance subsidiaries for which audited GAAP financial statements are not obtained, and other certain assets not specifically identified as an admitted asset within the NAIC Accounting Practices and Procedures Manual, are excluded from the accompanying balance sheets and are charged directly to surplus. Under GAAP, such assets are included in the balance sheets at their net realizable value.

Universal Life and Annuity Policies: Revenues for universal life and annuity policies with mortality or morbidity risk (including annuities with purchase rate guarantees) consist of the entire premium received and benefits incurred represent the total of surrender and death benefits paid and the change in policy reserves. Interest on these policies is reflected in other benefits. Premiums received and benefits incurred for annuity policies without mortality or morbidity risk are recorded using deposit accounting, and recorded directly to an appropriate policy reserve account, without recognizing premium income or benefits paid. Under GAAP, premiums received on universal life are recorded directly to the reserve liability and benefits incurred represent interest credited to the policy account value and the excess of benefits paid over the policy account value. For deferred annuity policies and single premium immediate annuity (SPIA) policies without life contingencies, premiums received and benefits paid are recorded directly to the reserve liability.

Deposit-Type Contracts: The Company records the liability for funding agreements as deposit-type contracts in the amount equal to the notional value plus the accrued interest on the next coupon payment or in the amount equal to the present value of future interest payments and maturity payments discounted at the appropriate statutory valuation rate. Under GAAP, these liabilities are recorded using projected coupon payments based on the stated interest rates in the contract. The interest discount method is determined by arriving at a constant effective yield on the net receivable investment, projected future coupon payments and maturity value.

For SPIA without life contingencies, the company records the liability as the present value of cashflows discounted using prescribed valuation interest rates. Under GAAP these liabilities are recorded using the effective interest method whereby an effective interest rate is solved for such that the present value of benefits and maintenance expenses equals the gross premium received less deferrable acquisition costs.

C-11

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

Benefit Reserves: Certain policy reserves, including the group annuity contracts related to pension risk transfers, are calculated as the present value of cashflows discounted using prescribed valuation interest rates and prescribed mortality rather than on estimated expected experience or actual account balances as would be required under GAAP. For group annuity contracts related to pension risk transfer business issued in 2018 and after, the Company requested and received approval from the Iowa Department to use an alternative methodology where mortality is based on prudent best estimate assumptions rather than prescribed mortality.

Reinsurance: Policy and contract liabilities ceded to reinsurers under coinsurance agreements have been reported as reductions of the related reserves rather than as assets as would be required by GAAP. Any reinsurance balances deemed to be uncollectible are written off through a charge to earnings. A liability for reinsurance balances is provided for unsecured policy reserves ceded to reinsurers not authorized to assume such business. Changes to those amounts are credited or charged directly to surplus. Under GAAP, an allowance for amounts deemed uncollectible would be established through a charge to earnings. Commissions allowed by reinsurers on business ceded are reported as income when received rather than being deferred and amortized with deferred policy acquisition costs as required under GAAP.

Deferred Income Taxes: Deferred tax assets are limited to: 1) the amount of capital gains taxes paid in prior years that can be recovered through capital loss carrybacks for existing temporary differences that reverse during a time frame corresponding with Internal Revenue Service (IRS) tax loss carryback provisions, not to exceed three years, plus 2) the lesser of the amount of the remaining gross deferred tax assets expected to be realized within three years of the balance sheet date or 15% of adjusted capital and surplus excluding any net deferred income tax assets, electronic data processing equipment and operating software and any net positive goodwill, plus 3) the amount of remaining gross deferred tax assets that can be offset against existing gross deferred tax liabilities after considering the character (i.e. ordinary versus capital) of the deferred tax assets and liabilities. The remaining deferred tax assets are nonadmitted. Deferred taxes do not include amounts for state taxes. Under GAAP, state taxes are included in the computation of deferred taxes, a deferred tax asset is recorded for the amount of gross deferred tax assets expected to be realized in future years, and a valuation allowance is established for deferred tax assets not realizable.

Policyowner Dividends: Policyowner dividends are recognized when declared rather than over the term of the related policies as required by GAAP, and are reserved one year in advance through charges to operations.

Subsidiaries, Controlled and Affiliated Entities: The accounts and operations of the Company’s subsidiaries are not consolidated with the accounts and operations of the Company. Under GAAP, such consolidation would be required.

Comprehensive Income: Comprehensive income and its components are not presented in the financial statements, which is required under GAAP.

Separate Accounts: Separate account premiums and benefits are recognized in the accompanying statements of operations and transferred to or from the separate account. Under GAAP, separate account premiums and benefits are not recognized. The accounts and operations of the Company’s Separate Account – Funding Agreements and Group Annuity Separate Accounts are not consolidated with the accounts and operations of the Company as would be required under GAAP.

C-12

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

Other significant accounting policies follow:

Investments

The Company's bonds, loan-backed and structured securities, preferred stocks, affiliated and unaffiliated common stocks, mortgage loans, real estate, policy loans, short-term investments, cash equivalents and other invested assets are stated at values prescribed by the NAIC, as follows:

Bonds not backed by other loans are principally stated at amortized cost using the modified scientific method unless they are designated by the Securities Valuation Office (SVO) of the NAIC as Class 6, in which case they are reported at the lower of cost or fair value.

Loan-backed and structured securities are valued at amortized cost using the interest method including anticipated prepayments. Prepayment assumptions are obtained from dealer surveys or internal estimates and are based on the current interest rate and economic environment. The retrospective adjustment method is used to value all such securities, except for principal-only, interest-only, purchased credit impaired securities, and securities not highly rated at the time of purchase, which are valued using the prospective method.

Preferred stocks that have characteristics of debt securities and are designated by the SVO as Class 3 or better are reported at cost or amortized cost. Preferred stocks designated by the SVO as Class 4 or worse are reported at the lower of cost or fair value. The related net unrealized capital gains or losses are reported in surplus along with any adjustment for federal income taxes.

Affiliated common stock of the Company’s insurance subsidiaries is reported in accordance with SSAP No. 97, Investments in Subsidiary, Controlled and Affiliated Entities, at the subsidiary's underlying capital and surplus plus unamortized goodwill. The Company’s investment in non-insurance subsidiaries is reported at the subsidiary's GAAP book value. The net change in the underlying book value of the subsidiaries is reflected within surplus as a change in unrealized capital gains and losses.

Unaffiliated common stocks are reported at fair value based on quoted market prices or commercially available vendor prices and the related net unrealized capital gains or losses are reported in surplus along with any adjustment for federal income taxes. The Company is a member of the Federal Home Loan Bank of Des Moines (FHLB) which requires members to purchase FHLB capital stock in relation to the amount of FHLB advances drawn by such member. There is no active market for this stock, and the stock is carried at cost, which is equivalent to fair value.

There are no restrictions on assets, except for those disclosed in Note 4.

Mortgage loans are reported at unpaid principal balances, net of unamortized premiums and discounts, less allowance for specific reserves. A mortgage loan is considered for a specific reserve when, based on current information and events, it is probable that the Company will be unable to collect all principal and interest amounts due according to the contractual terms of the mortgage agreement. When management determines that it will not be able to collect all scheduled principal and interest, a specific reserve is established and the mortgage loan is written down to net value of the collateral, determined as the fair value of the collateral less estimated costs to obtain and sell, and the recorded investment in the mortgage loan. Subsequent recoveries in fair value reduce the specific reserve and are recorded as realized gains.

Real estate classified as held for sale is reported at lower of cost net of related obligations or market value. Real estate classified as held for the production of income, which is entirely land, is reported at cost net of related obligations.

Policy loans are valued at unpaid principal balances.

C-13

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

Short-term investments include investments with remaining maturities of one year or less at the time of acquisition (excluding those investments classified as cash equivalents as defined below) and are principally stated at amortized cost. Short-term investments include bonds and money market instruments.

Cash equivalents are short-term highly liquid investments with an original or remaining maturity of three months or less at the date of purchase and are principally stated at amortized cost.

Other invested assets are primarily comprised of partnership interests. Partnership interests are accounted for under the equity method of accounting under which the carrying value of the related partnership interest is based on the Company’s proportional share of the GAAP equity of the partnership. Any difference between the cost basis and carrying value of the partnership interest is reflected in surplus. Other than partnerships, other invested assets may include surplus notes. Surplus notes with an NAIC 1 or NAIC 2 designation are reported at amortized cost. Surplus notes with an NAIC 3 through NAIC 6 designation are reported at the lesser of amortized cost or fair value, with fluctuations in fair value reflected as unrealized valuation changes.

Changes in unrealized gains or losses on bonds, redeemable preferred stocks, common stocks and nonredeemable preferred stocks carried at fair value are credited or charged directly to surplus, except those securities with other-than-temporary impairment (OTTI). A decline in a security’s estimated fair value that is other-than-temporary is treated as a realized loss in the statements of operations and the cost basis of the security is reduced to its estimated fair value. The Company identifies fixed income and equity securities that could potentially have credit impairments that are other-than-temporary by monitoring changes in fair value of its securities relative to the amortized cost of those securities. The Company reviews its bonds and stocks on a case-by-case basis to determine whether an OTTI exists and whether losses should be recognized through earnings. The Company considers relevant facts and circumstances in evaluating whether a credit or interest rate-related impairment of a security is other-than-temporary. Relevant facts and circumstances considered include: (1) the extent and length of time the fair value has been below cost; (2) the reasons for the decline in fair value; (3) the issuer’s financial position and access to capital; and (4) for fixed income securities, the Company’s intent to sell a security or whether it is more likely than not it will be required to sell the security before the recovery of its amortized cost (which, in some cases, may extend to maturity) and for equity securities, the Company’s ability and intent to hold the security for a period of time that allows for the recovery in value. To the extent the Company determines that a security is deemed to be other-than-temporarily impaired, an impairment loss is recognized.

The recognition of an OTTI for loan-backed and structured securities is dependent upon the company’s ability and intent to hold the security until the ultimate recovery of amortized cost. SSAP No. 43R, Loan-backed and Structured Securities, requires that an OTTI loss be recognized in earnings for a loan-backed or structured security in an unrealized loss position when it is anticipated that the cost basis will not be recovered. When an OTTI is recognized, the non-interest related portion of the OTTI loss is recorded through AVR and the interest related portion is recorded through IMR. In situations where the Company intends to sell the security, or it does not have the intent and ability to hold the security until recovery of the amortized cost basis, the entire difference between the security’s amortized cost and estimated fair value is recognized as an OTTI loss in the statements of operations. In situations where the Company does not intend to sell the security, and has both the intent and ability to hold the security until recovery of the amortized cost basis but does not expect to recover the entire amortized cost, the difference between the amortized cost basis of the security and the net present value of the future cash flows expected to be collected is recognized as an OTTI loss in the statements of operations.

C-14

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

Realized capital gains and losses are determined on a first-in, first-out basis and are recorded net of related federal income taxes. The AVR is established by the Company to provide for potential losses in the event of default by issuers of certain invested assets. These amounts are determined using a formula prescribed by the NAIC and are reported as a liability. The formula for the AVR provides for a corresponding adjustment for realized gains and losses. Under a formula prescribed by the NAIC, the Company defers, in the IMR, the portion of realized gains and losses on sales of fixed income investments (principally bonds and mortgage loans) attributable to changes in the general level of interest rates and amortizes those deferrals over the remaining period to maturity of the security.

Changes in nonadmitted asset carrying amounts are credited directly to surplus.

Interest income is recognized on an accrual basis. The Company does not accrue income on bonds in default, mortgage loans on real estate in default or foreclosure or which are delinquent more than 90 days. Income is also not accrued when collection is uncertain. In addition, accrued interest is excluded from interest income when payment exceeds 90 days past due.

Derivatives

Derivatives are carried on the Company’s balance sheets as both derivative assets and derivative liabilities. The Company currently executes both bilateral trades and cleared trades. For bilateral trades, the Company has elected to present any derivatives subject to master netting provisions as a gross asset or liability, gross of collateral presented. Cleared trades are cleared and settled through the broker, the central clearing counter party and Futures Commission Merchant (FCM). On the date a derivative contract is executed, the Company designates derivatives as either a cash flow hedge, fair value hedge, or a free-standing derivative held for other risk management purposes, which primarily involve managing asset or liability risks associated with the Company’s reinsurance treaties which do not qualify for hedge accounting. Free-standing derivatives also include derivatives that economically hedge interest rate risk and other cash flows risks but do not qualify for hedge accounting. The Company’s policy is to align the derivative income or expense to the statements of operations line item for which it relates.

For bilateral derivative positions, in order to reduce the amount of exposure on derivative instruments, the Company may be required to pledge or receive collateral for any derivative contracts that are entered into. The amount of collateral that is required is based on the fair value of the contract and credit threshold of the counterparty. For cleared derivative positions, the Company is required to satisfy daily collateral requirements associated with our FCM agreement and these amounts include initial margin requirements.

Derivative instruments that qualify for hedge accounting are valued and reported in a manner consistent with the hedged asset or liability. To qualify for hedge accounting, the Company must maintain specific documentation regarding the risk management objectives of the hedge and demonstrate on an ongoing basis that the hedging relationship remains highly effective. Derivatives that do not qualify for, or for which the Company has elected not to apply hedge accounting, excluding replication transactions and those accounted for in accordance with Iowa Administrative Code Section 191-97, Accounting for Certain Derivative Instruments Used to Hedge the Growth in Interest Credited for Indexed Insurance Products and Accounting for the Indexed Insurance Products Reserve (IAC Section 191-97) (refer to discussion in Note 2), are measured at fair value each reporting period with changes in fair value recorded as unrealized gains or losses in surplus. Cash payments made or received on these derivative instruments are recorded through net investment income.

Futures are recorded at fair value of margin on deposit with the clearing broker and changes in this margin on deposit are recognized in the summary of operations through investment income.

Separate Accounts

Separate account assets and liabilities reported in the balance sheets represent funds that are separately administered. The Company maintains three separate account arrangements. The first arrangement includes one separate account containing funding agreements, known as Separate Account - Funding Agreements. The assets within this separate account represent a reinsurance receivable, as these funding agreements are ceded as discussed in Note 7 and Note 9.

C-15

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

The second arrangement includes one separate account, known as ALAC Separate Account I, consisting of previously sold variable annuity products. The Company ceased marketing these products in 2002. These separate account assets are legally segregated and are not subject to claims which may arise from any other business of the Company. The assets and liabilities of the variable lines of business are reported at fair value since the underlying investment risks are assumed by the policy owners. Investment income and gains or losses arising from the variable lines of business accrue directly to the policy owners and are, therefore, not included in investment earnings in the accompanying statements of operations.

The third arrangement, known as Group Annuity Separate Accounts, includes three separate accounts supporting annuity contracts issued to various employers, or trusts established by such employers, in respect of those employers' pension plans. The separate account assets are legally segregated and are not subject to claims which may arise from any other business of the Company. The group fixed annuity contracts obligate the Company's general account to make annuity payments if the separate account is not able to do so.

Premiums and Annuity Considerations

Revenues for policies with mortality or morbidity risk (including annuities with purchase rate guarantees) consist of the entire premium received. These revenues are recognized when due. Benefits incurred represent the total of surrender and death benefits paid and the change in policy reserves. Premiums received and benefits paid for annuity policies without mortality or morbidity risk are recorded using deposit accounting, and recorded directly to an appropriate policy reserve account, without recognizing premium income or benefits paid. Accident and health premiums are earned pro-rata over the terms of the policies.

Deferred and uncollected life insurance premiums represent annual or fractional premiums, either due and uncollected or not yet due, where policy reserves have been provided on the assumption that the full premium for the current year has been collected.

Policy Reserves and Funds on Deposit

Policy reserves for life and annuity contracts, including the group annuity contracts related to pension risk transfers, are developed using prescribed actuarial methods. Life reserves are calculated using the Net Level Premium method, Commissioner’s Reserve Valuation Method, or a modified method. Annuity reserves are calculated using the Commissioner’s Annuity Reserve Valuation Method. The use of these reserve methods for life policies is to partially offset the effect of immediately expensing acquisition costs by providing a policy reserve increase in the first policy year, which is less than the reserve increase in renewal years. Reserves meet the minimum requirements of the insurance laws and regulations of the state of domicile.

Accident and health policy reserves are calculated using statistical analyses to develop and estimate the ultimate net cost of reported and unreported losses. The reserves also include an amount for unearned premiums determined by prorating the premiums received over the terms of the policies and active-life mid-terminal reserves for individual non-cancelable and guaranteed renewable policies using the net level premium method.

The reserves related to fixed rate investment contracts and policyowner funds left on deposit with the Company are generally equal to fund balances less applicable surrender charges.

The Company offers riders on its fixed annuities which provide for future withdrawal and death benefits. In accordance with the NAIC’s Accounting Practices and Procedures Manual, the rider should be reserved for under Actuarial Guideline 33 (AG 33). The Company requested and received approval from the Iowa Department to use an alternative methodology under the Practical Considerations section of AG 33 for policies issued prior to January 1, 2014. The reserve held for policies issued prior to January 1, 2014 was based on Actuarial Guideline 43 (AG 43), the approved alternative method for these contracts. The reserve held for policies issued January 1, 2014 and after was based on AG 33.

C-16

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

The Company uses an AG 43 reserving approach for all individual variable annuity business issued between 1981 and January 1, 2014. All reinsurance applicable to this business, including treaties covering guaranteed minimum accumulation benefits and guaranteed minimum death benefit features, are covered by AG 43 as well. AG 43 prescribes an approach to calculating reserves that uses a combination of a principles-based method and a rules-based method. Reserves are recorded in aggregate as the greater of (a) a principle-based approach using a range of stochastically generated economic scenarios applied to the in force policies in aggregate and (b) a rule-based, seriatim calculation using defined assumptions and a single economic scenario. Specific attributes of the business and its management, including guarantee features, fund allocation, hedging activity and revenue sources are reflected as well.

The Company waives deduction of deferred fractional premiums upon death of the insured and returns any portion of the premium beyond the date of death. Reserves are provided for surrender values in excess of reserves as legally computed.

Additional premiums are charged for policies issued on substandard lives according to underwriting classification. Mean reserves are determined by computing the regular mean reserve for the policy and holding an additional one half of the extra premium charged for the year.

Tabular interest, tabular less actual reserves released and tabular cost have been determined by formula. Tabular interest on funds not involving life contingencies has also been determined by formula.

The following summarizes the mortality tables used to compute life and annuity policy reserves on a net basis:

		December 31, 2018				December 31, 2017
		Amount		Percent		Amount		Percent
Life insurance - (41 CSO, 58 CET, 58 CSO, 80 CET,
80 CSO, 01 CSO, AE (2.0 - 7.5%))		$	75,015	0.2	%	$	82,606	0.2	%
Annuities - (71 IAM, 83 IAM, A2000, 12 IAR
(3.0 - 11.25%))		44,598,763		99.2		42,876,790		99.1
Other - (2.25 - 11.25%)		263,880		0.6		281,065		0.7
	Total	$	44,937,658	100.0	%	$	43,240,461	100.0	%

Contract Claim Reserves

Claim reserves represent the estimated accrued liability for claims reported to the Company and claims incurred but not yet reported through the date of the balance sheets. These reserves are estimated using either individual case-basis valuations or statistical analysis techniques. These estimates are subject to the effects of trends in claim severity and frequency. The estimates are continually reviewed and adjusted as necessary as experience develops or new information becomes available.

Participating Business

Participating policies entitle the policyowners to receive dividends based on actual interest, mortality, morbidity, and expense experience for the related policies. These dividends are distributed to the policyowners through an annual dividend using current dividend scales, which are approved by the Board of Directors. As of December 31, 2018 and 2017, 54.2% and 59.2%, respectively, of the Company's life policies were paying dividends.

The method of accounting for policyowner dividends is based upon dividends credited annually to policyowners on their policy anniversary date plus the change from the prior period on one year’s projected dividend liability on policies inforce at the statement date. There was no additional income allocated to participating policyowners.

C-17

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

Corporate Owned Life Insurance

The Company is the owner and beneficiary of life insurance policies included in admitted assets at their cash surrender values pursuant to SSAP No. 21, Other Admitted Assets. At December 31, 2018, the cash surrender value in the investment vehicle was $361,748, and was allocated 100% to other invested assets based on primary underlying investment characteristics.

Goodwill

On October 2, 2013, AADE contributed AANY to the Company, which included remaining unamortized goodwill of $10,650. Pursuant to SSAP No. 68, Business Combinations and Goodwill, the goodwill is recognized as part of the carrying amount of the investment in subsidiary and is amortized on a straight line basis over a ten year period. The Company maintained AADE’s original goodwill amortization schedule. The admitted carrying value of this goodwill is $4,260 and $5,325 at December 31, 2018 and 2017, respectively, and is 1.5% and 2.0% of AANY's book adjusted carrying value, gross of admitted goodwill at December 31, 2018 and 2017, respectively. There was $1,065 of amortization in 2018, 2017 and 2016. At December 31, 2018, the Company continues to believe the carrying value of AANY, and thus the carrying value of this goodwill, is recoverable.

Reinsurance

Reinsurance premiums and benefits, paid or provided, are accounted for on a basis consistent with those used in accounting for the policy as originally issued and with the terms of the reinsurance contracts. Gains associated with reinsurance of inforce blocks of business are included in surplus and are amortized into income as earnings emerge on the business reinsured. Premiums ceded and recoverable losses have been reported as a reduction of premium income and benefits, respectively. Policy liabilities and accruals are reported in the accompanying financial statements net of amounts ceded. For the Company’s modified coinsurance agreements, policyholder reserves ceded are a component of the total modified coinsurance reserve. Changes in the modified coinsurance reserve are reflected through the modified coinsurance reserve adjustment line in the accompanying statements of operations. Reinsurance recoverable are amounts due from reinsurers on benefits paid by the Company. Reinsurance receivables consist of commissions and expense allowances due and other refunds due from the reinsurer.

Federal Income Taxes

Deferred federal income taxes are calculated as defined by SSAP No. 101, Income Taxes. SSAP No. 101 establishes deferred tax assets and liabilities based on differences between statutory and tax reporting. The deferred tax assets are then subject to an admissibility test which can limit the amount of deferred tax assets that are recorded.

On December 22, 2017, President Trump signed the Tax Cuts and Jobs Act (Act) into law. The Act reduced corporate income tax rates from 35% to 21% beginning in 2018. Due to the tax rate change, at December 31, 2017, the Company revalued its deferred tax assets (DTAs) and deferred tax liabilities (DTLs). The Act amends the calculation of tax reserves and requires affected companies to include the resulting change in income over an 8-year period beginning in 2018. The tax reserves have been grossed up to reflect the required change in tax reserves valuation. The Act eliminated the carryback of net operating losses to prior years thereby changing the admissibility test, which can limit the amount of deferred tax assets that are recorded.

Reclassifications

Within the accompanying financial statements, there have been reclassifications of amounts previously presented to conform to the current year presentation. These reclassifications within the accompanying financial statements had no impact on capital and surplus or income amounts previously presented.

C-18

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

2.Prescribed and Permitted Statutory Accounting Practices

The Iowa Department recognizes only statutory accounting practices prescribed and permitted by the State of Iowa for determining and reporting the financial condition and results of operations of an insurance company and for determining its solvency under the Iowa Insurance Law. The NAIC’s Accounting Practices and Procedures Manual has been adopted as a component of prescribed or permitted practices by the State of Iowa. The Commissioner of the Iowa Department (the Commissioner) has the right to permit other specific practices that deviate from prescribed practices.

Among the products issued by the Company are indexed universal life insurance and indexed annuities. These products allow a portion of the premium to earn interest based on certain indices, primarily the Standard & Poor’s 500® Composite Stock Price Index (S&P). Call options, futures, variance swaps and total return swaps are purchased to hedge the growth in interest credited to the customer as a direct result of increases in the related indices. In 2006, the Commissioner issued Bulletin 06-01, Accounting for Derivative Instruments Used to Hedge the Growth in Interest Credited for Index Products, which prescribes that an insurer may elect to recognize changes in the fair value of derivative instruments purchased to hedge indexed products in the statements of operations. The Company has elected to apply Bulletin 06-01 to its futures, variance swaps and total return swaps, which resulted in a decrease of $1,483, $31 and $360 to the Company's net income for the years ended December 31, 2018, 2017 and 2016, respectively. Application of Bulletin 06-01 does not impact the Company's surplus.

Additionally, in 2009, the Commissioner promulgated Iowa Administrative Code (IAC) Section 191‑97 Accounting for Certain Derivative Instruments Used to Hedge the Growth in Interest Credited for Indexed Insurance Products and Accounting for the Indexed Insurance Products Reserve, which prescribes that an insurer may elect (i) to use an amortized cost method to account for certain derivative instruments, such as call options, purchased to hedge the growth in interest credited to the customer on indexed insurance products and (ii) to utilize an indexed annuity reserve calculation methodology under which call options associated with the current index interest crediting term are valued at zero. The Company has elected to apply IAC Section 191-97 to its over the counter (OTC) call options and reserve liabilities. As a result, the Company's net income decreased by $182,325, increased by $97,182 and decreased by $31,643 for the years ended December 31, 2018, 2017 and 2016, respectively, and the Company’s surplus increased by $38,700 and decreased by $66,192 and $17,497 as of December 31, 2018, 2017 and 2016, respectively.

The NAIC requires annuities issued by life insurance companies on or after January 1, 2015, to use the 2012 Individual Annuity Reserving (IAR) Mortality Table. During 2015, the Commissioner promulgated IAC Section 43.3(5), which sets an elective alternative effective date of January 1, 2016 for adoption of the 2012 IAR Mortality Table. The Company has chosen to use the Annuity 2000 Mortality Table for annuities issued between January 1, 2015 and December 31, 2015. As a result, the Company's net income increased by $605 and $1,181 and decreased by $1,241 for the years ended December 31, 2018, 2017 and 2016, respectively, and the Company's surplus increased by $3,280, $2,675 and $1,494 as of December 31, 2018, 2017 and 2016, respectively.

During 2017, the Company received a permitted practice from the Iowa Department which allowed the Company to record a surplus reset under SSAP No. 72, Surplus and Quasi-Reorganizations.  This approval is deemed a permitted practice as it was granted greater than six months following a change of control, which is the criteria outlined in SSAP No. 72.  The acquisition of the Company by AHL during 2013 represented a 100% change of ultimate ownership as well as a substantive change in the operations of the Company.  The surplus reset resulted in a reclassification between unassigned surplus and paid-in surplus of $1,502,316, which is equal to the unassigned deficit balance on the acquisition date immediately following the execution of all transactions which occurred as a result of the change in control.  This permitted practice has no impact on the Company’s net income or total capital and surplus.

C-19

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

A reconciliation of the Company’s net income and surplus between practices prescribed or permitted by the Iowa Department and NAIC Statutory Accounting Practices (NAIC SAP) is shown below:

				2018			2017			2016
Net income, Iowa basis				$	80,635		$	212,814		$	108,246
Iowa prescribed practice:
	Derivative instruments Bulletin 06-01			1,483			31			360
	Derivative instruments IAC 191-97			182,325			(97,182		)	31,643
	2012 IAR Mortality Table for Annuities Issued
		in 2015 IAC 43.3(5)		(605		)	(1,181		)	1,241
			Net income, NAIC statutory accounting practices	$	263,838		$	114,482		$	141,490
Surplus, Iowa basis				$	1,234,164		$	1,164,209		$	1,095,509
Iowa prescribed practice:
	Derivative instruments IAC 191-97			(38,700		)	66,192			17,497
	2012 IAR Mortality Table for Annuities Issued
		in 2015 IAC 43.3(5)		(3,280		)	(2,675		)	(1,494		)
Iowa permitted practice:
	SSAP No. 72 Surplus reset			—			—			—
			Surplus, NAIC statutory accounting practices	$	1,192,184		$	1,227,726		$	1,111,512

The Company owns all of the outstanding capital stock of Athene Re IV, a special purpose financial captive life insurance company domiciled in the State of Vermont.

Athene Re IV, with the explicit permission of the Commissioner of the Vermont Department of Financial Regulation of the State of Vermont, has included as an admitted asset the value of a letter of credit serving as collateral for reinsurance credit taken by the Company in connection with reinsurance agreements entered into between Athene Re IV and the Company. Under NAIC SAP, the letter of credit would not otherwise be treated as an admitted asset.

There is no difference in Athene Re IV's net income between NAIC statutory accounting practices and practices prescribed or permitted by the Vermont Department for the year ended December 31, 2018, 2017 or 2016.

A reconciliation of Athene Re IV’s surplus between practices prescribed and permitted by the State of Vermont and NAIC SAP is shown below:

	2018			2017			2016
Surplus, Vermont basis	$	28,815		$	24,951		$	31,983
Vermont permitted practice:
Letter of credit	(152,500		)	(152,500		)	(152,500		)
Surplus, NAIC statutory accounting practices	$	(123,685	)	$	(127,549	)	$	(120,517	)

If Athene Re IV had not been permitted to include the letter of credit in surplus, its risk-based capital would have been below Mandatory Control Level.

C-20

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

The Company carries its investment in Athene Re IV at Athene Re IV’s capital and surplus of $28,815. If Athene Re IV had not been permitted to include the letter of credit in surplus, Athene Re IV’s capital and surplus would be negative and the Company would have carried its investment in Athene Re IV at $0.

3.Correction of Prior Period Errors

During 2018, the Company identified errors in A-791 amortization and reserves related to the prior period. In accordance with SSAP No. 3, Accounting Changes and Corrections of Errors, these corrections were recorded directly to surplus. The impact of the correction of A-791 amortization represented a reclassification of $28,228 between income and surplus, with no net impact to surplus, and the impact of the correction of reserves increased surplus by $482 in 2018. The impact of these amounts represented less than 1% of ending capital and surplus as of December 31, 2018, 2017 and 2016 and is not considered material to the current and prior year financial statements.

4.Investments

The carrying value and estimated fair value of investments principally held at amortized cost are summarized as follows:

						Gross		Gross
				Carrying		Unrealized		Unrealized		Fair
				Value		Gains		Losses		Value
December 31, 2018
Bonds:
	United States government and agencies			$	6,028	$	—	$	37	$	5,991
	State and political subdivisions			709,781		119,674		500		828,955
	Foreign governments			99,270		994		2,706		97,558
	Corporate securities			23,734,297		586,044		768,487		23,551,854
	Asset-backed securities			6,704,863		58,679		210,043		6,553,499
	Commercial mortgage-backed securities			1,458,837		20,957		31,079		1,448,715
	Mortgage-backed securities:
		United States government and agencies		161,070		5,006		1,677		164,399
		Non-United States government		5,080,228		268,794		18,155		5,330,867
			Total bonds	$	37,954,374	$	1,060,148	$	1,032,684	$	37,981,838
Preferred stocks				$	121,789	$	3,848	$	7,220	$	118,417
Short-term investments				$	1,447,461	$	—	$	—	$	1,447,461

C-21

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

						Gross		Gross
				Carrying		Unrealized		Unrealized		Fair
				Value		Gains		Losses		Value
December 31, 2017
Bonds:
	United States government and agencies			$	7,146	$	28	$	23	$	7,151
	State and political subdivisions			677,309		162,526		44		839,791
	Foreign governments			123,908		3,212		474		126,646
	Corporate securities			24,936,890		1,638,295		97,826		26,477,359
	Asset-backed securities			5,768,739		70,396		22,333		5,816,802
	Commercial mortgage-backed securities			1,390,852		36,408		8,726		1,418,534
	Mortgage-backed securities:
		United States government and agencies		204,226		4,086		3,128		205,184
		Non-United States government		5,879,886		418,327		4,555		6,293,658
			Total bonds	$	38,988,956	$	2,333,278	$	137,109	$	41,185,125
Preferred stocks				$	99,056	$	6,150	$	10	$	105,196
Short-term investments				$	2,759,349	$	—	$	19	$	2,759,330
Cash equivalents				$	24,500	$	—	$	2	$	24,498

A summary of the carrying value and fair value of the Company’s investments in bonds at December 31, 2018, by contractual maturity, is as follows:

		Carrying
		Value		Fair Value
Due in one year or less		$	745,579	$	750,569
Due after one year through five years		4,964,535		4,988,030
Due after five years through ten years		6,988,772		6,842,676
Due after ten years		11,818,929		11,871,067
Perpetual		31,561		32,014
Loan-backed and structured securities		13,404,998		13,497,482
	Total	$	37,954,374	$	37,981,838

The actual maturities may differ from the contractual maturities in the foregoing table because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

C-22

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

The following tables show gross unrealized losses and fair value for investments which other-than-temporary declines in value have not been recognized in the current period, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position:

				Less than or Equal to				Greater than
				Twelve Months				Twelve Months				Total
						Gross				Gross				Gross
						Unrealized				Unrealized				Unrealized
				Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
December 31, 2018
Bonds:
	United States government and
	agencies			$	3,240	$	14	$	1,640	$	23	$	4,880	$	37
	State and political subdivisions			28,886		421		4,899		79		33,785		500
	Foreign governments			54,492		1,831		17,967		875		72,459		2,706
	Corporate securities			11,298,458		523,026		2,727,860		245,461		14,026,318		768,487
	Asset-backed securities			3,855,612		187,338		411,300		22,705		4,266,912		210,043
	Commercial mortgage-backed
	securities			462,227		9,467		474,723		21,612		936,950		31,079
	Mortgage-backed securities
		United States government
		and agencies		37,733		551		22,138		1,126		59,871		1,677
		Non-United States government		748,138		15,566		85,611		2,589		833,749		18,155
Preferred stocks				76,617		7,220		—		—		76,617		7,220
			Total	$	16,565,403	$	745,434	$	3,746,138	$	294,470	$	20,311,541	$	1,039,904

				Less than or Equal to				Greater than
				Twelve Months				Twelve Months				Total
						Gross				Gross				Gross
						Unrealized				Unrealized				Unrealized
				Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
December 31, 2017
Bonds:
	United States government and
	agencies			$	2,360	$	10	$	1,052	$	13	$	3,412	$	23
	State and political subdivisions			5,016		44		—		—		5,016		44
	Foreign governments			21,457		134		9,658		340		31,115		474
	Corporate securities			2,352,507		19,873		1,672,701		77,953		4,025,208		97,826
	Asset-backed securities			526,065		2,884		531,386		19,449		1,057,451		22,333
	Commercial mortgage-backed
	securities			525,750		6,577		32,970		2,149		558,720		8,726
	Mortgage-backed securities
		United States government
		and agencies		25,793		332		93,533		2,796		119,326		3,128
		Non-United States government		345,703		3,456		91,708		1,099		437,411		4,555
Preferred stocks				$	2,288	$	10	$	—	$	—	2,288		10
			Total	$	3,806,939	$	33,320	$	2,433,008	$	103,799	$	6,239,947	$	137,119

Included in the above tables are2,679securities from1,301issuers at December 31, 2018 and865securities from511issuers at December 31, 2017.

C-23

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

The following summarizes the details describing the significant unrealized losses by investment category as of December 31, 2018:

Corporate securities: The unrealized losses on corporate securities totaled$768,487, or74%of total unrealized losses. These losses come primarily from three sectors (Industrial - $248,520, Financial - $219,808 and Utility - $203,387). The unrealized losses are related to both treasury rates and isolated increases in economic risk since the securities were originally purchased. Credit spreads during the period tightened in certain markets. Unrealized losses were not recognized in income as the Company intends to hold these securities and it is not more likely than not that the Company will be required to sell a security before the recovery of its amortized cost.

Asset-backed securities (ABS), Mortgage-backed securities (MBS), and Commercial mortgage-backed securities (CMBS): The unrealized losses on ABS totaled$210,043, or20%of total unrealized losses. The unrealized losses on MBS totaled$19,832, or2%of total unrealized losses. The unrealized losses on CMBS totaled$31,079, or3%of total unrealized losses. The Company expects to recover the full amount of expected principal cash flows of these investments, which are based on mortgages and other collateral underlying the securities. The unrealized losses are related to both treasury rates as well as isolated increases in economic risk of underlying collateral since the securities were originally purchased. Credit spreads during the period tightened in certain markets. Unrealized losses were not recognized in income as the Company intends to hold these securities and it is not more likely than not that the Company will be required to sell a security before the recovery of its amortized cost.

Other-Than-Temporary Impairment Analysis

The evaluation of OTTI for the Company’s investments considered the factors discussed in Note1.

Total OTTI recorded on loan-backed and structured securities was $2,855 and $1,722 in 2018 and 2017, respectively.

No OTTI was recognized in 2018 or 2017 on loan-backed and structured securities due to the intent to sell or inability to retain the investment for a period of time sufficient to recover the amortized cost basis.

C-24

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

OTTI was recognized on the following loan-backed and structured securities in 2018 due to the present value of the cash flows expected to be collected being less than the amortized cost basis:

				OTTI
		Amortized		Recognized		Fair Value		Amortized
	Date of	Cost Prior		in 2018		at Time		Cost (After
Security	Impairment	to OTTI		Earnings		OTTI		OTTI)
00442BAE1	3/31/2018	$	2,299	$	44	$	2,259	$	2,255
05946XQS5	3/31/2018	2,686		31		2,630		2,654
36185MDQ2	3/31/2018	9,227		96		8,936		9,132
38375UTN0	3/31/2018	3,538		48		3,529		3,490
38375UVC1	3/31/2018	2,077		29		2,095		2,048
46629CAA5	3/31/2018	600		57		506		543
61748HRW3	3/31/2018	1,910		59		1,860		1,850
94980XAS3	3/31/2018	1,938		37		1,908		1,900
38375BMA7	6/30/2018	742		44		684		698
38375BKT8	6/30/2018	491		29		465		463
38375UKH2	6/30/2018	1,052		26		1,009		1,027
38375UTL4	6/30/2018	722		26		689		696
38375UZG8	6/30/2018	2,155		34		2,162		2,121
38375BJP8	6/30/2018	998		75		890		923
36185MDQ2	6/30/2018	8,343		46		8,119		8,297
46629CAA5	6/30/2018	283		34		289		250
79548KZL5	6/30/2018	2,543		105		2,402		2,438
38376RUM6	9/30/2018	7,103		31		6,880		7,072
61762BAU9	9/30/2018	10,209		77		9,951		10,132
61766LAY5	9/30/2018	1,793		39		1,673		1,754
66704JAC2	9/30/2018	4,738		119		4,619		4,619
66704JAG3	9/30/2018	30,693		898		29,795		29,795
79548KZL5	9/30/2018	2,342		28		2,277		2,314
86359LQS1	9/30/2018	8,176		141		7,869		8,034
86359LQS1	12/31/2018	7,693		239		7,138		7,454
36190DAD7	12/31/2018	2,393		142		2,251		2,251
79548KZL5	12/31/2018	2,194		71		2,076		2,123
61761PAC9	12/31/2018	2,882		61		2,856		2,822
41161PLQ4	12/31/2018	3,374		47		3,220		3,327
05946XQS5	12/31/2018	2,274		34		2,108		2,240
61756VBE8	12/31/2018	4,683		33		4,537		4,650
05950PAF0	12/31/2018	3,847		30		3,724		3,817
41161GAC7	12/31/2018	1,804		27		1,748		1,778
61690TAH6	12/31/2018	543		18		524		524
				$	2,855

C-25

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

OTTI was recognized on the following loan-backed and structured securities in 2017 due to the present value of the cash flows expected to be collected being less than the amortized cost basis:

				OTTI
		Amortized		Recognized		Fair Value		Amortized
	Date of	Cost Prior		in 2017		at Time		Cost (After
Security	Impairment	to OTTI		Earnings		OTTI		OTTI)
885220-DS-9	6/30/2017	$	882	$	209	$	579	$	673
05533X-AC-6	9/30/2017	2,260		30		2,184		2,229
12592T-AQ-8	9/30/2017	19,122		165		18,944		18,956
23306N-AQ-5	9/30/2017	7,131		2		6,875		7,129
23332U-FW-9	9/30/2017	3,735		17		3,718		3,718
36185M-DQ-2	9/30/2017	10,737		87		10,639		10,650
36190D-AD-7	9/30/2017	3,698		43		3,604		3,655
46629C-AA-5	9/30/2017	715		65		572		650
61748H-RS-2	9/30/2017	765		34		730		731
61748H-UF-6	9/30/2017	3,592		61		3,102		3,531
61748H-YQ-8	9/30/2017	3,385		29		3,201		3,355
61762B-CS-2	9/30/2017	2,827		35		2,676		2,792
61762L-AF-0	9/30/2017	7,957		86		7,871		7,871
66704J-AC-2	9/30/2017	6,554		46		5,774		6,508
74927B-AB-6	9/30/2017	5,117		27		5,070		5,090
86359L-HX-0	9/30/2017	7,468		58		7,409		7,410
94980X-AS-3	9/30/2017	2,269		32		2,147		2,237
02146S-AD-1	12/31/2017	8,484		355		8,159		8,129
45255R-AC-1	12/31/2017	2,735		34		2,823		2,701
46629C-AA-5	12/31/2017	628		25		534		603
61762B-CS-2	12/31/2017	2,823		45		2,775		2,777
61763D-AN-0	12/31/2017	1,482		39		1,437		1,443
94980X-AS-3	12/31/2017	2,180		41		2,131		2,140
38375U-ZG-8	12/31/2017	2,484		29		2,431		2,455
38375B-KB-7	12/31/2017	3,160		89		3,026		3,071
38375U-TN-0	12/31/2017	3,755		39		3,643		3,716
				$	1,722

Purchased Credit Impaired (PCI) Securities

The Company has purchased certain structured securities, primarily non-agency MBS, that had experienced deterioration in credit quality since their issuance. Management determined, based on its expectations as to the timing and amount of cash flows expected to be received, that it was probable at acquisition that the Company would not collect all contractually required payments, including both principal and interest and considering the effects of prepayments, for these PCI securities. The timing and amount of the undiscounted future cash flows expected to be received on each PCI security was determined based on management’s best estimate using key assumptions, such as interest rates, default rates, and prepayment speeds.

The difference between the undiscounted expected future cash flows of the PCI securities and the recorded investment in the securities represents the accretable yield, which is to be accreted into investment income, net of related expenses over their remaining lives on a level-yield basis. Additionally, the difference between the contractually required payments on the PCI securities and the undiscounted expected future cash flows represents the non-accretable difference. Over time, based on actual payments received and changes in estimates of undiscounted expected future cash flows, the accretable yield and the non-accretable difference can change, as discussed below.

C-26

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

On a quarterly basis, the undiscounted expected future cash flows associated with PCI securities are re-evaluated based on updates to key assumptions. Changes to undiscounted expected future cash flows due solely to the changes in the contractual benchmark interest rates on variable rate PCI securities will change the accretable yield prospectively. Declines in undiscounted expected future cash flows due to further credit deterioration as well as changes in the expected timing of the cash flows can result in the recognition of an OTTI charge. Significant increases in undiscounted expected future cash flow changes are recognized prospectively as an adjustment to the accretable yield.

The following table presents the Company's PCI securities, which are included in bonds on the accompanying balance sheets:

		2018		2017
Contractually required payments receivable		$	5,149,268	$	6,156,715
Cash flows expected		4,543,752		5,234,576
	Non-accretable difference	605,516		922,139
Cash flows expected		4,543,752		5,234,576
Recorded investment in acquired securities		3,470,257		3,925,759
	Accretable difference	$	1,073,495	$	1,308,817
Amortized cost		$	3,470,257	$	3,925,759
Fair value		3,666,147		4,248,347

The following table presents activity for the accretable yield on PCI securities:

	2018			2017
Balance at beginning of year	$	1,308,817		$	1,349,750
Newly purchased PCI securities, net of sales	23,540			176,863
Accretion	(253,237		)	(248,696		)
Net reclassification from non-accretable difference	(5,625		)	30,900
Balance, end of year	$	1,073,495		$	1,308,817

5GI Securities

The following table displays the carrying value and associated fair values for 5GI securities, by investment type. 5GI securities are unrated by the NAIC, but are current on principal and interest payments.

		2018					2017
			Book					Book
		Number	Adjusted				Number	Adjusted
		of 5GI	Carrying		Fair		of 5GI	Carrying		Fair
		Securities	Value		Value		Securities	Value		Value
Commercial mortgage-backed securities		4	$	1,568	$	1,938	4	$	1,590	$	1,926
Mortgage-backed securities		—	—		—		2	4,421		4,492
Corporate securities		1	11,731		11,386		1	11,037		11,037
	Total	5	$	13,299	$	13,324	7	$	17,048	$	17,455

C-27

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

Sub-Prime and Alt-A Mortgage Related Risk Exposure

The Company has exposure to the sub-prime and Alternative A-paper (Alt-A) mortgage credit market through certain MBS. These securities consist of diversified investments with both fixed and variable rate collateral, are focused on senior positions within the structure, have borrowers which have demonstrated attachment and ability to pay despite financial stress, and the vast majority are rated 1 or 2 by the NAIC. At December 31, 2018 and 2017, the Company held MBS with sub-prime or Alt-A exposure with a carrying value of$2,880,754and$3,389,850, a cost of$2,787,670and$3,308,233, and a fair value of$3,045,390and$3,659,903, respectively. There were$920and$693of other-than-temporary impairments recognized on these securities during 2018 and 2017, respectively.

The Company generally defines sub-prime residential whole mortgage loans as borrowers with impaired credit history and lower FICO scores.  The price paid for the sub-prime residential whole mortgage loans factored in the consideration of the borrower’s ability to repay along with the overall credit profile of the loan.  The Company continues to monitor the performance of the sub-prime residential whole mortgage loans along with performance expectations. As of December 31, 2018 and 2017, the Company held$249,123and$127,217in sub-prime residential whole mortgage loans, respectively.

Mortgage Loans, Including Mezzanine Real Estate Loans

The Company’s investments in mortgage loans on real estate consist primarily of commercial mortgage loans (CMLs) made on a full recourse basis. Mezzanine CMLs comprise19%and21%of the total mortgage loans for the years ending December 31, 2018 and 2017, respectively. During 2018, the Company issued CMLs with interest rates ranging from4%to9%. The Company invests in both fixed rated and variable rate loans and manages its credit risk associated with these loans by diversifying its mortgage portfolio by property type and geographic location. Of the CMLs issued in 2018, the maximum percentage of any one loan to the value of security at the time of the loan, exclusive of insured or guaranteed or purchase money mortgages was75%.

During 2018, the Company issued residential mortgage loans (RMLs) with interest rates ranging from2%to15%. Of the RMLs issued during 2018, the maximum percentage of any one loan to the value of security at the time of the loan was848%.

The portfolio credit risk for mortgage loans was concentrated in the following geographic regions:

		December 31, 2018				December 31, 2017
		Mortgage				Mortgage
		Loan		Percent		Loan		Percent
		Carrying		of		Carrying		of
		Value		Total		Value		Total
North Central		$	953,585	12.4	%	$	868,347	18.0	%
South Central		768,894		10.0		612,661		12.7
South Atlantic		1,028,892		13.3		739,829		15.4
Pacific		1,204,554		15.6		778,684		16.2
Mountain		415,078		5.4		426,492		8.8
Atlantic		844,963		11.0		660,489		13.7
New England		294,814		3.8		118,210		2.5
	Total commercial loans	5,510,780		71.5		4,204,712		87.3
	Total residential loans	2,198,739		28.5		611,595		12.7
	Total mortgage loans	$	7,709,519	100.0	%	$	4,816,307	100.0	%

C-28

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

The Company's RML portfolio includes first lien RMLs, collateralized by properties located in the United States. At December 31, 2018,California, Florida, Texas, andNew Yorkrepresented33.5%, 14.1%, 6.1%, and5.4%, respectively, of the portfolio. The remaining40.8%represented all other states, with each individual state comprising less than 5% of the RML portfolio. At December 31, 2017,California, Florida, andNew Yorkrepresented36.9%, 14.0%, and6.2%, respectively, of the portfolio, and the remaining42.9%represented all other states, with each individual state comprising less than 5% of the residential mortgage portfolio.

At December 31, 2018, all CMLs were in good standing with the exception oftworestructured loans with a carrying value of$8,974and there were no loans with foreclosure in process. At December 31, 2017, all CMLs were in good standing with the exception ofthreerestructured loans with a carrying value of$10,264and there were no loans with foreclosure in process. At December 31, 2018 and 2017, there were no CMLs with overdue interest over 90 days and therefore, no accrued interest has been reported for CMLs with overdue interest over 90 days.

At December 31, 2018, all RMLs were in good standing with the exception ofone hundred thirty-sevenloans with overdue interest over 90 days with a carrying value of $29,185(net of allowance for credit losses), which includesforty-fourloans with foreclosures in process with a carrying value of$9,889. At December 31, 2017, all RMLs were in good standing with the exception ofninety-oneloans with overdue interest over 90 days with a carrying value of$19,300(net of allowance for credit losses), which includessevenloans with foreclosures in process with a carrying value of$2,730. There is no accrued interest reported for RMLs with overdue interest over 90 days.

During 2018 and 2017, the Company did not reduce the interest rates of or restructure any outstanding mortgage loans.

There were no impairments taken for CMLs at December 31, 2018 and there were$2,924impairments taken for CMLs at December 31, 2017. Related allowance for credit losses was$0and$1,080at December 31, 2018 and 2017, respectively. The average recorded investment in impaired CMLs was$1,004and$2,050for the years ended December 21, 2018 and 2017, respectively. There was no interest income recognized during the period these loans were impaired in 2018 and 2017.

Impairments taken for RMLs at December 31, 2018 and 2017 were$31and$55, respectively. Related allowance for credit losses was$428and$19at December 31, 2018 and 2017, respectively. The average recorded investment in impaired RMLs was$1,399and$73for the years ended December 31, 2018 and 2017, respectively. There was no interest income recognized during the period these loans were impaired in 2018 and 2017.

At December 31, 2018 and 2017, there were no taxes, assessments or amounts which had been advanced but not repaid and not included in the mortgage loan. The Company accrues interest income on impaired loans to the extent deemed collectible (delinquent less than 90 days) and the loan continues to perform under its original or restructured contractual terms. Interest income on nonperforming loans is generally recognized on a cash basis.

Real Estate

There were no impairments in 2018. During 2017, the Company recognized impairments of $4,834 on AREI (Interpark), LLC and $657 on AREI (CBP), LLC and during 2016, the Company recognized impairments of $588 on AREI (Boyette), LLC and $225 on AREI (Watson), LLC in accordance with SSAP No. 90, Impairment or Disposal of Real Estate Investments. Fair value was determined by a third party. These impairments have been included within net realized capital losses in the statements of operations.

There were no acquisitions in 2018. During 2017, the Company acquired AREI (Interpark), LLC, AREI (Norwood-TX), LLC , AREI (US Forest-WY), LLC and AAIA RML 3526 Massey Ford, LLC and classified these assets as real estate held for sale in accordance with SSAP No. 40R, Real Estate Investments. In conjunction with the planned sales, the assets are held at the lower of cost or market value and are not depreciated in accordance with SSAP No. 90.

C-29

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

During 2018, the Company sold its Cedar Valley, REO and AREI (Interpark), LLC real estate classified as held for sale. During 2017, the Company sold its AREI (CBP), LLC, AREI (Norwood-TX), LLC, AREI (US Forest-WY), LLC and AREI (Boyette), LLC real estate classified as held for sale. During 2016, the Company sold its AREI (Watson), LLC real estate classified as held for sale. A loss of $213 and gains of $569 and $35 were recognized as a result of the sales during 2018, 2017 and 2016, respectively, and have been included within net realized capital losses in the statements of operations.

Investment Income

Major categories of investment income are summarized as follows:

		Year Ended December 31,
		2018			2017		2016
Bonds		$	1,972,623		$	1,916,589	$	1,792,303
Preferred stocks		6,022			4,525		2,981
Common stocks		4,142			989		1,352
Mortgage loans		328,266			284,234		269,290
Real estate		510			1,263		1,113
Derivatives		1,022,603			776,709		(123,672		)
Policy loans		8,219			9,365		9,029
Cash equivalents and short-term investments		40,395			16,451		8,346
Other invested assets		127,612			98,621		82,567
Other, net		(29,882		)	1,591		923
	Total gross investment income	3,480,510			3,110,337		2,044,232
Less: Investment expenses		148,968			158,117		133,619
	Net investment income	$	3,331,542		$	2,952,220	$	1,910,613

Due and accrued income on amounts over 90 days past due is excluded from investment income. Due to uncertainty regarding collection, there was$314, $105 and $418 of due and accrued income excluded from investment income as of December 31, 2018, 2017 and 2016, respectively.

Proceeds from sales of bonds and related gross realized gains and losses were as follows:

		Year Ended December 31,
		2018			2017			2016
Proceeds		$	4,446,559		$	3,184,900		$	2,495,467
Gross realized gains		$	86,782		$	86,007		$	120,643
Gross realized losses		(44,603		)	(25,007		)	(68,201		)
	Net realized gains on bonds	$	42,179		$	61,000		$	52,442

Gross realized losses on bonds for the years ended December 31, 2018, 2017 and 2016 include $11,678, $4,659 and $13,705, respectively, of losses recognized on other-than-temporary impairments in values of investments.

C-30

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

Realized capital gains and losses are reported net of amounts transferred to the IMR and federal income taxes as follows:

		Year Ended December 31,
		2018			2017			2016
Bonds		$	42,179		$	61,000		$	50,374
Stocks		765			(198		)	—
Mortgage loans		(115		)	102			(848		)
Real estate		(213		)	(4,481		)	(778		)
Derivatives		7,187			749			17,411
Other invested assets		(35,724		)	(211		)	(17,682		)
Foreign exchange on cash		1,673			(6,160		)	2,069
Other		2,580			(1,157		)	647
	Total net realized gains on investments	18,332			49,644			51,193
Less amount transferred to IMR (net of related taxes of
$10,946 in 2018, $20,767 in 2017 and $16,549 in 2016)		41,179			38,567			30,734
Federal income tax expense		49,212			71,780			70,932
	Net realized capital losses, net of tax and
	transfers to interest maintenance reserve	$	(72,059	)	$	(60,703	)	$	(50,473	)

The proceeds received and amortized cost were used as the basis for determining the realized gain or loss on sale.

The change in net unrealized capital gains and losses on investments recorded in surplus is as follows:

		Year Ended December 31,
		2018			2017			2016
Bonds		$	169		$	(165	)	$	1,794
Stocks		1,889			37,458			28,785
Derivatives		(2,717		)	(2,436		)	8,668
Mortgage loans		671			(19		)	(1,080		)
Other invested assets		91,761			54,042			57,597
Foreign exchange		4,444			13,927			(19,794		)
	Total change in net unrealized capital gains and losses	96,217			102,807			75,970
Deferred capital gains tax		16,762			(2,311		)	16,914
	Change in net unrealized capital gains and losses, net
	of tax	$	79,455		$	105,118		$	59,056

C-31

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

In the course of the Company’s management of assets, securities have been sold and reacquired within 30 days of the sale date to enhance the Company’s yield on its investment portfolio. The details for those securities categorized as NAIC designation 3 or below sold during 2018 and reacquired within 30 days of the sale date are:

			Book Value		Cost of
		Number of	of Securities		Repurchased
	Rating	Transactions	Sold		Assets		Loss		Gain
Bonds	NAIC 3	2	$	1,478	$	1,478	$	—	$	—

The Company has no investments in joint venture, partnerships or limited liability companies that exceed 10% of its admitted assets. During 2018, 2017 and 2016, there were impairments of $45,423, $4,129 and $19,616on partnerships and limited liability companies, respectively. The impairments were based on an assessment that future cash flows of affected limited partnerships would be less than the cost basis of the limited partnership. Fair value is determined utilizing statements received from the partnerships and limited liability companies.

Pledged and Restricted Assets

Assets pledged to others as collateral or otherwise restricted by the Company are as follows:

	December 31, 2018
			General Account
			Supporting		Percentage		Percentage
	Total General		Separate Account		of Total		of Admitted
	Account		Activity		Assets		Assets
On deposit with states	$	6,662	$	—	0.0	%	0.0	%
FHLB capital stock	47,048		—		0.1		0.1
Pledged collateral to FHLB (including
assets backing funding agreements)	—		1,223,176		2.1		2.1
Pledged as collateral for derivatives	42,236		—		0.1		0.1
Reinsurance trust	71,694		—		0.0		0.0
Commercial mortgages	6,642		—		0.0		0.0
Derivative collateral	875,837		—		1.5		1.5

C-32

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

	December 31, 2017
			General Account
			Supporting		Percentage		Percentage
	Total General		Separate Account		of Total		of Admitted
	Account		Activity		Assets		Assets
On deposit with states	$	6,730	$	—	0.0	%	0.0	%
FHLB capital stock	31,904		—		0.1		0.1
Pledged collateral to FHLB (including
assets backing funding agreements)	16,504		887,276		1.6		1.6
Pledged as collateral for derivatives	81,823		—		0.1		0.1
Reinsurance trust	72,083		—		0.1		0.1
Commercial mortgages	8,465		—		0.0		0.0
Derivative collateral	2,227,195		—		4.1		4.1
Mortgage loan participations	10,503		—		0.0		0.0

5.Derivatives

The Company utilizes derivative instruments which may include the following:

Options: The Company has issued fixed indexed products. These contracts credit interest based on certain indices, primarily theS&P. OTC option contracts, call options and call spreads are purchased to hedge the growth in interest credited to the customer as a direct result of increases in the related indices. Upon exercise, the Company will receive the fair value of the call option. The parties with whom the Company enters into OTC option contracts are highly rated financial institutions where contracts are supported by collateral, which minimizes the credit risk associated with such contracts.

Variance Swaps: The Company offers fixed indexed products. These contracts credit interest based on certain indices, primarily the S&P. The Company uses variance swaps to hedge the market risks from changes in volatility for these products. Under variance swaps, the Company and the counterparty agree to exchange amounts calculated based on a fixed rate (implied volatility at inception of transaction) and realized volatility over the life of the transaction (similar to an interest rate swap). Generally, no cash is exchanged at the outset of the contract and neither party makes principal payments. The parties with whom the Company enters into OTC variance swaps contracts are highly rated financial institutions which minimizes the credit risk associated with such contracts.

Interest Rate Swaps: The Company uses interest rate swaps to reduce market risks from changes in interest rates and to alter interest rate exposure arising from mismatches between assets and liabilities. Under interest rate swaps, the Company agrees with other parties to exchange, at specified intervals, the difference between fixed-rate and floating-rate interest amounts calculated by reference to an agreed notional principal amount. Generally, no cash is exchanged at the outset of the contract and neither party makes principal payments.

Futures: Under exchange-traded futures contracts, the Company agrees to purchase a specified number of contracts with other parties and to post variation margin on a daily basis in an amount equal to the difference in the daily fair values of those contracts. Futures contracts are purchased to hedge the growth in interest credited to the customer as a direct result of increases in the related indices. The clearing broker with whom the Company enters into exchange-traded futures are regulated futures commission merchants who are members of a trading exchange.

C-33

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

Currency Swaps: Foreign currency swaps are used by the Company to reduce the risk from fluctuations in foreign currency exchange rates associated with its assets denominated in foreign currencies. With a foreign currency swap transaction, the Company agrees with another party to exchange, at specified intervals, the difference between one currency and another at a forward exchange rate calculated by reference to an agreed upon principal amount. The principal amount of each currency is exchanged at the termination of the currency swap by each party.

The currency swaps that the Company has not applied hedge accounting on are recorded at fair value each reporting period with changes in fair value recorded as unrealized gains or losses and included in surplus in accordance with SSAP No. 86, Derivatives. Cash which is exchanged as the difference between fixed and floating interest rates is recognized in the statements of operations through investment income. If the contract is terminated prior to maturity, a realized gain or loss is reported in the statements of operations for the amount of cash exchanged in order to close the contract.

The Company has currency swaps and interest rate swaps in qualifying hedge relationships at December 31, 2018 and 2017. Currency swaps are accounted for as cash flow hedges. Interest rate swaps are accounted for as fair value hedges.

Forwards: The Company uses foreign exchange forward contracts to hedge certain invested assets against movement in foreign currency. The price is agreed upon at the time of the contract and payment for such a contract is made at a specified future date. Foreign exchange forward contracts are utilized in non-qualifying hedging relationships.

Credit Default Swaps: Credit default swaps are used to synthetically create the characteristics of a bond, or hedge credit risk, referred to as a replication synthetic asset transaction (RSAT). An RSAT is created by coupling a bond with a credit default swap to create a synthetic instrument that is cheaper than its cost in the cash market or one which has better default characteristics. These transactions provide the Company with a periodic premium to compensate it for accepting credit risk and are used to enhance investment income and improve the default characteristics of the portfolio. The exposure amount of such agreement, which is usually the notional amount, is equal to the maximum proceeds that must be paid by a counterparty for a defaulted security. Should a credit event occur on a reference entity, a counterparty would be required to pay the notional amount in exchange for receipt of an obligation of the reference entity. Generally, there is no cash requirement at the initiation of the credit default swap contract.

Credit default swaps used in replication transactions are carried at amortized cost. The premiums received are accrued and recognized in the summary of operations through investment income over the life of the agreements. A capital loss would be recorded on the date of default, through the summary of operations, to reflect the difference between the notional amount paid and the fair value of the bonds received.

Total Return Swaps: The Company purchases total rate of return swaps to gain exposure and benefit from a reference asset without actually having to own it. Total rate of return swaps are contracts in which one party makes payments based on a set rate, either fixed or variable, while the other party makes payments based on the return of the underlying asset, which includes both the income it generates and any capital gains.

During 2018, 2017 and 2016, the Company did not recognize gains or losses resulting from any derivative instruments which previously qualified for hedge accounting that no longer qualify for hedge accounting (or which were ineffective for a portion of the year).

C-34

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

At December 31, 2018 and 2017, the Company’s outstanding derivative instruments, shown in notional or contract amounts and fair value, are summarized as follows:

	Contract or
	Notional Amount				Fair Value
	2018		2017		2018		2017
Derivative assets:
Options	$	32,962,423	$	28,627,131	$	849,304	$	2,414,214
Variance swaps	—		50		—		146
Interest rate swaps	16,000		121,600		75		(501		)
Futures	3,306		3,335		5,787		5,582
Currency swaps	1,056,378		37,271		70,650		2,663
Forwards	30,467		99,252		568		65
Total return swaps	—		113,690		—		4,682
Derivative liabilities:
Options	163,783		883,215		9,322		18,600
Variance swaps	100		—		783		—
Interest rate swaps	309,602		403,202		17,910		14,885
Futures	103		59		1,460		205
Currency swaps	553,460		881,713		38,163		94,620
Forwards	153,277		67,769		2,009		1,008
Total return swaps	57,267		—		2,724		—
Credit default swaps	10,000		10,000		3,989		4,789

6.Fair Value

Included in the financial statements are certain financial instruments carried at fair value.  Other financial instruments are periodically measured at fair value, such as certain bonds and preferred stock carried at the lower of cost or fair value.

The fair value of an asset and a liability is the amount at which that asset could be bought or sold and the liability could be transferred in a current transaction between willing parties, that is, other than in a forced or liquidation sale.

C-35

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

The carrying values and fair values of the Company’s financial instruments are as follows:

		December 31, 2018				December 31, 2017
		Carrying		Fair		Carrying		Fair
		Value		Value		Value		Value
Assets
Bonds		$	37,954,374	$	37,981,838	$	38,988,956	$	41,185,125
Preferred stocks		121,789		118,417		99,056		105,196
Common stocks - affiliated entities		389,534		389,534		369,763		369,763
Common stocks - unaffiliated		87,995		87,995		32,281		32,281
Mortgage loans		7,709,519		7,777,728		4,816,307		4,910,714
Policy loans		189,509		189,509		210,007		210,007
Cash, cash equivalents and short-term
	investments	1,444,253		1,444,253		3,176,100		3,176,079
Derivatives:
	Options	682,940		849,304		522,554		2,414,214
	Variance swaps	—		—		146		146
	Interest rate swaps	75		75		3,031		(501		)
	Futures	5,787		5,787		5,582		5,582
	Currency swaps	60,076		70,650		2,814		2,663
	Forwards	568		568		65		65
	Total return swaps	—		—		4,682		4,682
Derivative collateral asset		42,236		42,236		81,823		81,823
Other invested assets		1,989,269		1,978,332		1,759,688		1,774,123
Separate account assets - variable products		28,603		28,603		35,443		35,443
Separate account assets - group annuity		4,859,200		4,704,856		2,268,883		2,285,157
Liabilities
Policy and contract liabilities		45,295,781		44,836,618		43,676,857		43,388,435
Derivatives:
	Options	8,870		9,322		7,825		18,600
	Variance swaps	783		783		—		—
	Interest rate swaps	731		17,910		1,333		14,885
	Futures	1,460		1,460		205		205
	Currency swaps	22,886		38,163		57,439		94,620
	Forwards	2,009		2,009		1,008		1,008
	Total return swaps	2,724		2,724		—		—
	Credit default swaps	—		3,989		—		4,789
Derivative collateral liability		875,837		875,837		2,227,195		2,227,195
Collateralized borrowings		—		—		10,503		8,187
Separate account liabilities - variable products		28,603		28,603		35,443		35,443
Separate account liabilities - funding agreements		912,995		936,161		537,600		544,110
Separate account liabilities - group annuity		4,700,030		4,710,809		2,226,822		2,252,325

C-36

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

Determination of Fair Value

The following methods and assumptions were used by the Company in estimating the fair value disclosures for financial instruments in the accompanying financial statements and notes thereto:

Bonds, preferred stocks, cash equivalents, short-term investments (bonds), and unaffiliated common stocks:Fair values of these investments are based on quoted market prices or commercially available pricing vendors, when available. If neither a quoted market price nor vendor price is available, the Company obtains broker quotes or utilizes an internally-developed model to estimate fair value.

In the case of privately placed corporate bonds, fair values are estimated by discounting expected future cash flows using a current market rate applicable to the yield, credit quality and maturity of the investments.

The fair values for unaffiliated common stock are derived based on the process described above, except for FHLB common stock, which is valued at par due to the nature of this privately issued stock.

Common stocks - affiliated entities: The amount presented for the estimate of fair value of the Company's investments in common stock of insurance subsidiaries is the underlying capital and surplus reflected in those respective entities' financial statements, plus unamortized goodwill less any surplus notes not held by the Company.

Mortgage loans: The estimated net cash flows to maturity were discounted to derive an estimated fair value using a discount rate based on the loan’s remaining weighted average life and credit quality. Loans which have been restructured are valued primarily at the discounted estimated net cash flows to maturity. Loans that are in foreclosure or are significantly delinquent were valued at the underlying collateral value.

Policy loans, cash and short-term investments (money market): The carrying amounts reported in the accompanying balance sheets for these instruments approximate fair value.

Derivative instruments: Fair values for derivative instruments included in both derivative assets and derivative liabilities are principally valued using an income approach with valuations principally provided by third party brokers. Counterparty credit risk is considered and incorporated in the Company's valuation process through counterparty credit rating requirements and monitoring of overall exposure.

Derivative collateral asset and liability: The carrying amounts reported in the accompanying balance sheets approximate fair value, as the collateral is held in cash.

Other invested assets: Partnership interests are valued based on the most recent net asset value (NAV) obtained from fund managers, adjusted for contribution and distribution activity to roll forward the NAV to the balance sheet date. For fixed and variable rate investments, the carrying amounts reported in the accompanying balance sheets approximate fair value. Surplus notes are valued consistent with bonds, as discussed above. Certain assets included within other invested assets are valued based on cost.

Separate account assets and liabilities - variable products: Assets and liabilities held in separate accounts are reported at the quoted fair values of the underlying investments in the separate accounts. The underlying investments generally include mutual funds, short-term investments and cash, the valuations of which are based upon a quoted market price or commercially available pricing vendors.

Separate account assets and liabilities - group annuity: Fair values of the underlying separate account assets and liabilities supporting pension risk transfer business follow the same fair value assumptions and methods utilized in the general account.

C-37

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

Policy and contract liabilities: Fair values of the Company’s liabilities under contracts not involving significant mortality or morbidity risks (principally, annuities and supplementary contracts) are stated at the cost the Company would incur to extinguish the liability (i.e., the cash surrender value).

Collateralized borrowings: Fair values for collateralized borrowings are estimated by using discounted cash flow analysis and rates being offered for similar collateral to borrowers with similar credit ratings. The discounted cash flow model uses unobservable inputs, including estimates of discount rates and prepayments.

Separate account liabilities – funding agreements: Fair values of separate account liabilities for funding agreements are calculated by discounting future cash flows using the rates prescribed by the FHLB on the valuation date.

Valuation Hierarchy

The Company's financial assets and liabilities carried at fair value have been classified, for disclosure purposes, based on a hierarchy defined by SSAP No. 100, Fair Value. The hierarchy gives the highest ranking to fair values determined using unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest ranking to fair values determined using methodologies and models with significant unobservable inputs (Level 3). An asset’s or a liability’s classification is based on the lowest level input that is significant to its measurement. For example, a Level 3 fair value measurement may include inputs that are both observable (Levels 1 and 2) and unobservable (Level 3). The levels of the fair value hierarchy are as follows:

Level 1 - Values are unadjusted quoted prices for identical assets and liabilities in active markets accessible at the measurement date.

Level 2 - Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices from those willing to trade in markets that are not active, or other inputs that are observable or can be corroborated by market data for the term of the instrument.  Such inputs include market interest rates and volatilities, spreads and yield curves.

Level 3 - Certain inputs are unobservable (supported by little or no market activity) and significant to the fair value measurement.  Unobservable inputs reflect the Company’s best estimate of what hypothetical market participants would use to determine a transaction price for the asset or liability at the reporting date.

C-38

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

Fair Value Measurements

The following tables provide information about the Company’s financial assets and liabilities which are measured and reported at fair value in the balance sheets:

			December 31, 2018
			Level 1		Level 2		Level 3		Total
Assets at fair value
Bonds			$	—	$	704	$	—	$	704
Common stocks - unaffiliated			38,456		47,049		2,490		87,995
Derivative assets:
	Options		—		31		—		31
	Interest rate swaps		44		—		—		44
	Futures		5,787		—		—		5,787
	Currency swaps		—		2,762		—		2,762
	Forwards		—		568		—		568
Separate account assets -
	variable products		—		28,603		—		28,603
		Total assets at fair value	$	44,287	$	79,717	$	2,490	$	126,494
Liabilities at fair value
Derivative liabilities:
	Options		$	—	$	731	$	—	$	731
	Variance swaps		—		783		—		783
	Futures		1,460		—		—		1,460
	Forwards		—		2,009		—		2,009
	Total return swaps		—		2,724		—		2,724
Separate account liabilities -
	variable products		—		28,603		—		28,603
		Total liabilities at fair value	$	1,460	$	34,850	$	—	$	36,310

C-39

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

			December 31, 2017
			Level 1		Level 2		Level 3		Total
Assets at fair value
Bonds			$	—	$	465	$	—	$	465
Common stocks - unaffiliated			—		31,904		377		32,281
Derivative assets:
	Variance swaps		—		146		—		146
	Interest rate swaps		39		73		—		112
	Futures		5,582		—		—		5,582
	Currency swaps		—		2,362		—		2,362
	Forwards		—		65		—		65
	Total return swaps		—		4,682		—		4,682
Separate account assets -
	variable products		—		35,443		—		35,443
		Total assets at fair value	$	5,621	$	75,140	$	377	$	81,138
Liabilities at fair value
Derivative liabilities:
	Interest rate swaps		$	—	$	100	$	—	$	100
	Futures		205		—		—		205
	Forwards		—		1,008		—		1,008
Separate account liabilities -
	variable products		—		35,443		—		35,443
		Total liabilities at fair value	$	205	$	36,551	$	—	$	36,756

The methodologies and inputs utilized in estimating the fair values of assets and liabilities measured and reported at fair value are reliant on the assumptions used. Fair value estimates are based on quoted market prices and commercially available vendor prices, when available. When those prices are not available, fair value is generally estimated using discounted cash flow analyses, incorporating current market inputs for similar financial instruments with comparable terms and credit quality. In instances where there is little or no market activity for the same or similar instruments, the Company estimates the fair value using methods, models and assumptions that management believes market participants would use to determine a current transaction price. These valuation techniques involve some level of management estimation and judgment which may become significant with increasingly complex instruments or pricing models. Where appropriate, adjustments are included to reflect risk inherent in a particular methodology, model or input employed. For further discussion regarding which financial instruments are included at each applicable level, please refer to the “Fair Value of All Financial Instruments” section below.

C-40

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

Level 3 Reconciliation

The following table summarizes the changes in assets and liabilities classified as Level 3:

		Year Ended December 31, 2018
									Total Gains		Total Gains						Total
		Beginning		Transfers		Transfers			(Losses)		(Losses)						Ending
		Balance at		into		out of			Included in		Included in						Balance at
		January 1, 2018		Level 3		Level 3			Net Income		Surplus		Purchases		Sales		December 31, 2018
Assets
Common stocks -
unaffiliated		377		—		(2		)	—		2,115		—		—		2,490
	Total assets	$	377	$	—	$	(2	)	$	—	$	2,115	$	—	$	—	$	2,490

			Year Ended December 31, 2017
										Total Gains			Total Gains						Total
			Beginning		Transfers		Transfers			(Losses)			(Losses)						Ending
			Balance at		into		out of			Included in			Included in						Balance at
			January 1, 2017		Level 3		Level 3			Net Income			Surplus		Purchases		Sales		December 31, 2017
Assets
Bonds:
	Corporate		$	461	$	—	$	(483	)	$	(35	)	$	57	$	—	$	—	$	—
Common stocks -
unaffiliated			$	—	$	—	$	—		$	(198	)	$	163	$	412	$	—	377
		Total assets	$	461	$	—	$	(483	)	$	(233	)	$	220	$	412	$	—	$	377

Transfers

Transfers between fair value hierarchy levels are recognized at the end of the period in which the transfer occurs. For all financial assets and liabilities which are measured and reported at fair value in the balance sheets, there were no transfers between Level 1 and Level 2 of the fair value hierarchy during 2018 or 2017. Assets transferred out of Level 3 during 2018 primarily included assets the Company previously priced by using an internal model but is now able to obtain pricing from a recognized external pricing source. Assets transferred out of Level 3 during 2017 were due to improvements from NAIC Class 6 securities and the value is no longer carried at the lower of cost or fair value as of December 31, 2017.

C-41

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

Fair Value of All Financial Instruments

The aggregate fair value of the Company’s financial instruments and the level within the fair value hierarchy are presented in the following tables and with the related admitted values. Pursuant to SSAP No. 100, insurance contracts (other than deposit-type contracts) and affiliated common stocks have been excluded.

			December 31, 2018
															Not
															Practicable
			Aggregate		Admitted										(Carrying
Type of Financial Instrument			Fair Value		Value		NAV1		Level 1		Level 2		Level 3		Value)
Assets
Bonds			$	37,981,838	$	37,954,374	$	—	$	5,301	$	36,373,820	$	1,602,717	$	—
Preferred stock			118,417		121,789		—		—		118,417		—		—
Common stocks - unaffiliated			87,995		87,995		—		38,456		47,049		2,490		—
Mortgage loans			7,777,728		7,709,519		—		—		—		7,777,728		—
Policy loans			189,509		189,509		—		—		189,509		—		—
Cash and short-term investments			1,444,253		1,444,253		—		1,443,753		500		—		—
Derivative assets:
Options			849,304		682,940		—		—		849,304		—		—
Interest rate swaps			75		75		—		44		31		—		—
Futures			5,787		5,787		—		5,787		—		—		—
Currency swaps			70,650		60,076		—		—		70,650		—		—
Forwards			568		568		—		—		568		—		—
Derivative collateral asset			42,236		42,236		—		42,236		—		—		—
Other invested assets			1,978,332		1,989,269		1,536,110		—		320,062		122,160		—
Separate account assets -
	variable products		28,603		28,603		—		—		28,603		—		—
Separate account assets -
	group annuity		4,704,856		4,859,200		21,701		555,002		3,498,235		629,918		—
		Total assets	$	55,280,151	$	55,176,193	$	1,557,811	$	2,090,579	$	41,496,748	$	10,135,013	$	—
Liabilities
Deposit-type contracts			$	448,011	$	435,598	$	—	$	—	$	—	$	448,011	$	—
Derivative liabilities:
Options			9,322		8,870		—		—		9,322		—		—
Variance swaps			783		783				—		783		—		—
Interest rate swaps			17,910		731		—		17,179		731		—		—
Futures			1,460		1,460		—		1,460		—		—		—
Currency swaps			38,163		22,886		—		—		38,163		—		—
Forwards			2,009		2,009		—		—		2,009		—		—
Total return swaps			2,724		2,724				—		2,724		—		—
Credit default swaps			3,989		—		—		—		—		3,989		—
Derivative collateral liability			875,837		875,837		—		875,837		—		—		—
Separate account liabilities -
	funding agreements		936,161		912,995		—		—		936,161		—		—
Separate account liabilities -
	group annuity deposit-type contracts		705		719		—		—		—		705		—
		Total liabilities	$	2,337,074	$	2,264,612	$	—	$	894,476	$	989,893	$	452,705	$	—
1Investments measured at NAV as a practical expedient in determining fair value have not been classified in the fair value hierarchy.

C-42

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

			December 31, 2017
																	Not
																	Practicable
			Aggregate			Admitted											(Carrying
Type of Financial Instrument			Fair Value			Values		NAV1		Level 1		Level 2			Level 3		Value)
Assets
Bonds			$	41,185,125		$	38,988,956	$	—	$	5,507	$	39,322,798		$	1,856,820	$	—
Preferred stock			105,196			99,056		—		—		105,196			—		—
Common stocks - unaffiliated			32,281			32,281		—		—		31,904			377		—
Mortgage loans			4,910,714			4,816,307		—		—		—			4,910,714		—
Policy loans			210,007			210,007		—		—		210,007			—		—
Cash, cash equivalents and
short-term investments			3,176,079			3,176,100		—		3,105,142		70,937			—		—
Derivative assets:
Options			2,414,214			522,554		—		—		2,414,214			—		—
Variance swaps			146			146		—		—		146			—		—
Interest rate swaps			(501		)	3,031		—		39		(540		)	—		—
Futures			5,582			5,582		—		5,582		—			—		—
Currency swaps			2,663			2,814		—		—		2,663			—		—
Forwards			65			65		—		—		65			—		—
Total return swaps			4,682			4,682		—		—		4,682			—		—
Derivative collateral asset			81,823			81,823		—		81,823		—			—		—
Other invested assets			1,774,123			1,759,688		1,310,661		—		293,501			169,961		—
Separate account assets -
	variable products		35,443			35,443		—		—		35,443			—		—
Separate account assets -
	group annuity		2,285,157			2,268,883		—		361,616		1,748,658			174,883		—
		Total assets	$	56,222,799		$	52,007,418	$	1,310,661	$	3,559,709	$	44,239,674		$	7,112,755	$	—
Liabilities
Deposit-type contracts			$	549,707		$	521,822	$	—	$	—	$	10,106		$	539,601	$	—
Derivative liabilities:
Options			18,600			7,825		—		—		18,600			—		—
Interest rate swaps			14,885			1,333		—		13,903		982			—		—
Futures			205			205		—		205		—			—		—
Currency swaps			94,620			57,439		—		—		94,620			—		—
Forwards			1,008			1,008		—		—		1,008			—		—
Credit default swaps			4,789			—		—		—		—			4,789		—
Derivative collateral liability			2,227,195			2,227,195		—		2,227,195		—			—		—
Collateralized borrowings			8,187			10,503		—		—		—			8,187		—
Separate account liabilities -
	funding agreements		544,110			537,600		—		—		544,110			—		—
Separate account liabilities -
	group annuity deposit-type contracts		287			264		—		—		—			287		—
		Total liabilities	$	3,463,593		$	3,365,194	$	—	$	2,241,303	$	669,426		$	552,864	$	—
1Investments measured at NAV as a practical expedient in determining fair value have not been classified in the fair value hierarchy.

C-43

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

Bonds, preferred stocks, unaffiliated common stocks, cash equivalents, short-term investments, and other invested assets (surplus notes): Bonds and unaffiliated common stock classified as Level 1 use quoted prices on an active exchange. Bonds, preferred stocks, cash equivalents, short-term investments, and surplus notes (included in other invested assets) classified as Level 2 are valued by commercially available vendors using observable inputs or inputs which can be corroborated by market data. Unaffiliated common stocks classified as Level 2 includes FHLB stock, which is carried at fair value and presumed to be at par value because it can only be redeemed by the bank. Bonds and unaffiliated common stock classified as Level 3 are valued using broker quotes or internal models containing significant unobservable inputs.

Mortgage loans: Mortgage loans classified as Level 3 are primarily valued based on estimated net cash flows to maturity, discounted at a rate based on the loan’s remaining weighted average life and credit quality, which contains significant unobservable inputs.

Policy loans: The fair value of policy loans classified as Level 2 is equal to the carrying value of the loans, which are collateralized by the cash surrender value of the associated insurance contract.

Cash, short-term investments, and derivative collateral asset and liability: The fair value of cash, short-term investments (excluding those short-term investments classified as Level 2 described above), and derivative collateral (which is held entirely in cash) classified as Level 1 are valued using quoted market prices and carrying value equals fair value.

Derivative assets and derivative liabilities: Derivatives classified as Level 1 are valued using quoted market prices on active exchanges. Derivatives classified as Level 2 are valued based on broker quotes corroborated through internal modeling using market observable data. Derivatives classified as Level 3 are valued utilizing non-corroborated broker quotes or internal modeling containing significant unobservable inputs.

Other invested assets (excluding surplus notes): For fixed and variable rate investments included in other invested assets classified as Level 3, fair value approximates the carrying value in the accompanying balance sheets. Certain assets included within other invested assets classified as Level 3 are valued based on cost. Joint venture and partnership interests included within other invested assets are not classified in the fair value hierarchy and are measured at NAV, which is the practical expedient in determining fair value. NAV is adjusted for contribution and distribution activity to roll forward the NAV to the balance sheet date. At December 31, 2018, the Company has $999,731 unfunded commitments to invest in these joint venture and partnership interests.

Separate account assets - variable products: Separate account assets classified as Level 2 are valued based on the fair value of the underlying funds.

Separate account assets - group annuity: Separate account assets classified as Level 1, 2 and 3 or included in the NAV column are valued using the same fair value assumptions and methods utilized in the general account.

Deposit-type contracts (including separate account group annuity): Deposit-type contracts classified as Level 3 include SPIA and supplemental contracts. Fair value of SPIA and supplemental contracts are calculated by discounting best estimate cash flows based on mortality and market interest rate assumptions. Fair value of the guaranteed investment contracts/funding agreements are calculated by discounting future cash flows using market rates on the valuation date, and are classified as Level 2.

Collateralized borrowings: Collateralized borrowings classified as Level 3 are estimated by using discounted cash flow analysis and rates being offered for similar collateral to borrowers with similar credit ratings. The discounted cash flow model uses unobservable inputs, including estimates of discount rates and prepayments.

Separate account liabilities - funding agreements: Fair value of the funding agreements are calculated by discounting future cash flows using market rates on the valuation date, and are classified as Level 2.

C-44

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

7.Reinsurance

Reinsurance allows life insurance companies to share risk on a case-by-case or aggregated basis with other insurance and reinsurance companies.  The Company, including affiliates, generally reinsures the majority of inforce and all future annuity business on a quota share modified coinsurance basis ultimately to Athene Annuity Re Ltd. (AARe), an affiliated reinsurer domiciled in Bermuda.  Under modified coinsurance, all assets and liabilities are retained by the ceding company, and the reinsurer is required to indemnify the ceding company on the reinsurer’s share of the assets and liabilities.  In addition, any life insurance blocks previously written by the Company are generally sold or completely reinsured to another life insurance company.

The Company’s ceded reinsurance arrangements reduced certain items in the accompanying financial statements for the years ended December 31, 2018, 2017 and 2016, by the following amounts:

	2018		2017		2016
Premiums	$	9,043,950	$	6,365,961	$	4,352,200
Policy and contract liabilities	9,270,525		5,281,015		6,511,167

Life insurance inforce ceded to nonaffiliated companies under risk sharing arrangements at December 31, 2018 and 2017, totaled $22,317,913 and $19,938,827, respectively. The Company enters into trust agreements with reinsurers as security in support of the reserves ceded to these reinsurers.

The Company received reinsurance recoveries in the amount of $1,185,114 and $1,103,063 during 2018 and 2017, respectively.

Gains on cession of inforce blocks of business are to be accounted for in accordance with Appendix A-791 of the NAIC Accounting Practices and Procedures Manual which requires that any increase in surplus (net of federal income tax) resulting from reinsurance agreements entered into or amended which involve the reinsurance of business issued prior to the effective date of the agreements shall be deferred and identified separately as a surplus item by the ceding company.  Subsequent recognition of the surplus increase as income shall be reflected on a net of tax basis as earnings emerge from the business reinsured. Based on the emergence of earnings of previous reinsurance of inforce blocks of business in 2018, 2017 and 2016, $2,107, $91,664 and $56,449, respectively, was amortized into income.

The Company is liable for the portion of the policies reinsured under each of its existing reinsurance agreements in the event the assuming companies are unable to pay their portion of any reinsured claim. Management believes that any liability from this contingency is unlikely. The Company evaluates the financial condition of its reinsurers and monitors concentration of credit risk. The Company is not aware of any issues surrounding the financial condition of its reinsurers.

Annuity Reinsurance

Effective January 1, 2018, the Company recaptured a modified coinsurance reinsurance agreement originally entered into with ALRe on April 1, 2017. This agreement ceded 80% of the pension risk transfer business issued on or after April 1, 2017. The Company subsequently entered into a modified coinsurance agreement with AARe effective January 1, 2018 to cede the same 80% quota share of the pension risk transfer business. The agreement is on a modified coinsurance basis, under which the Company retains the reserves and supporting assets relating to this business. These reserves and assets are held in one or more separate accounts and the reinsurance is recorded in the corresponding separate account. Modified coinsurance reserves at December 31, 2018 and 2017 were $3,760,024 and $1,781,457, respectively. 

C-45

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

Effective January 1, 2018, the Company recaptured a modified coinsurance reinsurance agreement originally entered into with ALRe on October 1, 2013. The agreement ceded 80% of all fixed spread annuity and fixed spread life insurance business inforce as of October 1, 2013. The Company subsequently entered into a modified coinsurance agreement with AARe effective January 1, 2018 to cede the same 80% quota share of this business.  Modified coinsurance reserves at December 31, 2018 and 2017 were $747,883 and $810,160, respectively.

Effective January 1, 2018, the Company partially recaptured a modified coinsurance reinsurance agreement originally entered into with ALRe on October 1, 2013. The agreement ceded 100% of all inforce and future funding agreements in both the general and the separate accounts and 80% of all inforce (as of October 1, 2013) and future annuity business which is not covered by the fixed spread treaty. The annuity business was recaptured, and the funding agreements remained ceded to ALRe. The Company subsequently entered into a modified coinsurance agreement with AARe effective January 1, 2018 to cede the same 80% quota share of the inforce and future annuity business, after the impacts of all other reinsurance agreements are applied. Modified coinsurance reserves at December 31, 2018 and 2017 were $35,470,606 and $34,110,557, respectively.

Effective October 1, 2018, the Company recaptured the funding agreements that remained ceded to ALRe under the agreement entered into on October 1, 2013. The Company subsequently entered into a funds withheld coinsurance agreement with AARe effective October 1, 2018 to cede the same 100% quota share of all inforce and future funding agreements in the separate account. The company has taken a reserve credit of $912,995 for this agreement as of December 31, 2018. Funds held under reinsurance for this agreement was $909,050 as of December 31, 2018.

The Company entered into a coinsurance agreement on January 1, 2018 with AADE. The agreement cedes 50% of all retail annuity business issued on or after the effective date of the treaty. This treaty is applied prior to any further cession of this business under other treaties. The Company has recognized a reserve credit of $3,441,039 for this agreement as of December 31, 2018.

The Company entered into a coinsurance agreement on October 1, 2016 with Hannover Life Reassurance Company of America.  The agreement cedes 80% of the guaranteed lifetime withdrawal benefit rider on 2016 through 2020 sales of certain fixed indexed annuity products, with an option to extend reinsurance to 2021 sales. The Company has recognized a reserve credit of $376,790 and $200,364 for this agreement as of December 31, 2018 and 2017, respectively. In addition, the Company maintains an other reinsurance liability equal to $30,396 and $10,975 as of December 31, 2018 and 2017, respectively, which is recorded with other liabilities on the balance sheet.

The Company entered into a reinsurance agreement on August 30, 2013 with STAR, an affiliated reinsurer. The agreement ceded, through coinsurance, all annuity contracts issued by the Company (and its predecessor by merger, Aviva Life Insurance Company) to Aviva London Assignment Corporation, a former affiliated entity. The Company has taken a reserve credit of $1,122,839 and $1,144,344 for this agreement as of December 31, 2018 and 2017, respectively.

Life Reinsurance

The Company entered into a reinsurance agreement on December 15, 2011 with Athene Re IV (formerly Aviva Re USA IV, Inc.), an affiliated reinsurer. The agreement ceded, through funds withheld coinsurance, all policy liabilities of the regulatory closed block of the former AmerUs Life Insurance Company, a predecessor of the Company (the Closed Block). The Closed Block consists of participating whole life insurance, term life insurance, and dividend-paying universal life insurance. The Closed Block was formed on June 30, 1996 for the protection of dividend interests on dividend-paying policies. The formation of the Closed Block coincided with AmerUs Life’s reorganization into a mutual holding company whereby AmerUs Life became a stock life insurance company, initially owned by American Mutual Holding Company. The Company has taken a reserve credit of $1,519,613 and $1,559,469 for this agreement as of December 31, 2018 and 2017, respectively. Funds held under reinsurance with unauthorized reinsurers for this agreement was $1,411,233 and $1,449,286 as of December 31, 2018 and 2017, respectively.

C-46

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

The Company entered into an assumption reinsurance agreement on October 1, 2013 with Accordia Life and Annuity Company (Accordia). The agreement ceded, through coinsurance, all open block life insurance contracts issued by the Company, with the exception of Enhanced Guarantee universal life insurance products. The Company has taken a reserve credit of $1,980,314 and $1,512,355 for this agreement as of December 31, 2018 and 2017, respectively. The AmerUs Life Insurance Company regulatory closed block has been ceded to Accordia (net of existing reinsurance) under this reinsurance agreement. As of December 31, 2018 and 2017, the aforementioned reinsurance between the Company and Athene Re IV remains in place, resulting in no amounts ceded to Accordia.

The Company entered into a reinsurance agreement on October 1, 2013 with Accordia. The agreement ceded, through coinsurance, all policy liabilities of the former Indianapolis Life Insurance Company regulatory closed block. The Company has taken a reserve credit of $697,513 and $721,921 for this agreement as of December 31, 2018 and 2017, respectively.

During 2017, the Company novated approximately 46,728 life policies with statutory policy reserves of $1,345,730 to Accordia. During 2018, the Company was notified by Accordia of corrections made to balances previously provided related to this novated business.  As a result, 14,004 policies with statutory policy reserves of $424,073 were denovated during 2018. These policies were previously 100% ceded to Accordia through the open block assumption reinsurance agreement discussed above, and therefore the novation and subsequent denovation had no impact on the Company’s balance sheet, income or capital and surplus position.

The Company cedes policies to Accordia and Athene Re IV, included in treaties noted above, that fall under the NAIC Term Life and Universal Life with Secondary Guarantees (XXX/AXXX) Credit for Reinsurance Model Regulation.  The primary securities backing the reinsurance contracts related to these policies are greater than or equal to required levels as set forth by Appendix A-785 of the NAIC Accounting Practices and Procedures Manual.

C-47

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

8.Life, Annuity and Deposit Fund Actuarial Reserves

Withdrawal characteristics of policy and contract liabilities (excluding life, accident and health, and policy and contract claims) are as follows:

				December 31, 2018
							Separate			Separate
				General			Accounts with			Account Non-					Percentage
				Account			Guarantees			Guaranteed		Total			of Total
Subject to discretionary withdrawal:
	With market value adjustment			$	34,764,664		$	—		$	—	$	34,764,664		62.2	%
	At book value, less surrender
		charge of 5% or more		3,517,442			—			—		3,517,442			6.3
	At fair value			—			—			28,603		28,603			0.1
			Total with market value
			adjustment or at fair value	38,282,106			—			28,603		38,310,709			68.6
	At book value without adjustment
		(minimal or no charge or adjustment)		8,744,715			—			—		8,744,715			15.6
Not subject to discretionary withdrawal				3,228,692			5,613,025			—		8,841,717			15.8
			Total (gross: direct + assumed)	50,255,513			5,613,025			28,603		55,897,141			100.0	%
Less: Reinsurance ceded				(4,959,732		)	(912,995		)	—		(5,872,727		)
			Total (net)	$	45,295,781		$	4,700,030		$	28,603	$	50,024,414

				December 31, 2017
							Separate		Separate
				General			Account with		Account Non-					Percentage
				Account			Guarantees		Guaranteed		Total			of Total
Subject to discretionary withdrawal:
	With market value adjustment			$	32,035,856		$	—	$	—	$	32,035,856		67.0	%
	At book value, less surrender
		charge of 5% or more		3,932,216			—		—		3,932,216			8.1
	At fair value			—			—		35,443		35,443			0.1
			Total with market value
			adjustment or at fair value	35,968,072			—		35,443		36,003,515			75.2
	At book value without adjustment
		(minimal or no charge or adjustment)		5,727,120			—		—		5,727,120			12.0
Not subject to discretionary withdrawal				3,346,160			2,764,422		—		6,110,582			12.8
			Total (gross: direct + assumed)	45,041,352			2,764,422		35,443		47,841,217			100.0	%
Less: Reinsurance ceded				(1,364,496		)	—		—		(1,364,496		)
			Total (net)	$	43,676,856		$	2,764,422	$	35,443	$	46,476,721

C-48

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

A reconciliation of total annuity and deposit fund actuarial reserves is as follows:

		2018		2017
General Account:
Annuity reserves		$	44,598,763	$	42,876,790
Supplementary contracts with life contingencies		261,420		278,245
Deposit-type contracts (excluding funding agreements)		435,598		511,822
Funding agreements		—		10,000
Separate Accounts:
Annuity reserves		4,727,914		2,262,000
Deposit-type contracts (excluding funding agreements)		719		264
Funding agreements		—		537,600
	Total annuity and deposit fund actuarial reserves	$	50,024,414	$	46,476,721

As of December 31, 2018 and 2017, the Company had insurance inforce of $1,674,200 and $1,132,788, respectively, for which the gross premiums were less than the net premiums according to the standard of valuation set by the State of Iowa. Reserves to cover this shortfall in premium were $36,917 and $23,687 at December 31, 2018 and 2017, respectively.

9.Borrowed Money and Funding Agreements

AUSA is the holder of a five-year, Unsecured Revolving Promissory Note dated May 1, 2016 (the Promissory Note) with a maximum principal amount not to exceed $200,000, among AUSA and certain of its subsidiaries, including the Company.  The Promissory Note was approved by the Iowa Department. Interest accrues on the principal balance from time to time outstanding at a rate per annum equal to 1 month London Interbank Offered Rate + 162.5 basis points and is paid in arrears quarterly on the last day of each March, June, September and December, and on any day any portion of the principal balance is repaid or prepaid. No amount has been drawn under the Promissory Note by the Company as of December 31, 2018 or 2017. As such, no interest has been paid by the Company during the years ended December 31, 2018 or 2017.

Through its membership in the FHLB, the Company is eligible to borrow under variable rate short-term federal fund arrangements to provide additional liquidity. Total available borrowings are determined by the amount of collateral pledged, but cannot exceed 20% to 40% of the Company’s total assets dependent upon the internal credit rating. During 2018, the Company borrowed $183,000 from the FHLB through their variable rate short-term federal funds program, which was accounted for as borrowed money under SSAP No. 15, Debt and Holding Company Obligations. The borrowing matured on August 24, 2018 and carried an interest rate of 2.16%, with interest due at maturity. The Company incurred interest expense of $1,329, $0 and $0 during 2018, 2017 and 2016, respectively. There were no borrowings outstanding under the short-term federal funds borrowing arrangement as of December 31, 2018 or 2017.

The Company has issued funding agreements to the FHLB in exchange for cash advances in both the general account and the separate account. Funding agreements held in the general account have a principal balance of $0 and $10,000 at December 31, 2018 and 2017, respectively. Funding agreements held in the separate account have a principal balance of $926,200 and $537,600 at December 31, 2018 and 2017, respectively.

As part of these agreements, the Company holds $10,000 in FHLB Class B Membership Stock and $37,048 in FHLB Activity Stock in the general account. The Class B Membership Stock is not eligible for redemption.

C-49

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

The reserve established by the Company for funding agreements in the general account was $0 and $10,000 at December 31, 2018 and 2017, respectively, and in the separate account was $912,995 and $537,600 at December 31, 2018 and 2017, respectively. These are included in reserves for deposit-type contracts and separate account liabilities on the balance sheets. The Company uses these funds in an investment spread strategy. As such, the Company applies SSAP No. 52, Deposit Type Contracts, accounting treatment to these funds, consistent with its other deposit-type contracts. It is not part of the Company's strategy to utilize these funds for operations, and any funds obtained for use in general operations would be accounted for consistent with SSAP No. 15 as borrowed money.

The agreements in the general account are collateralized by assets with a book adjusted carrying value of $0 and $16,504 at December 31, 2018 and 2017, respectively. The agreements in the separate account are collateralized by general account assets with a book adjusted carrying value of $1,220,540 and $887,276 at December 31, 2018 and 2017, respectively.

During 2018, the Company issued no new funding agreements to the FHLB through the general account and issued four new funding agreements totaling $650,000 to the FHLB through the separate account. The funding agreements have maturities on March 13, 2023, June 23, 2023, October 1, 2023 and December 6, 2023 with interest due monthly. During 2017, the Company issued no new funding agreements to the FHLB through the general account and issued two new funding agreements totaling $306,400 to the FHLB through the separate account. The funding agreements have maturities on March 12, 2018 and April 4, 2022 with interest due quarterly.

There were $10,000 and $31,400 of funding agreements in the general account that matured or were retired during 2018 and 2017, respectively. There were $261,400 and $368,000 of funding agreements in the separate account that matured or were retired during 2018 and 2017, respectively.

The following table presents details of the funding agreement contracts issued by the Company as of December 31, 2018.

Funding Agreement	Face		Credited
Contract Number	Amount		Interest Rate		Issue Date	Maturity Date
Separate Account:
442	$	26,200	5.57	%	August 8, 2006	June 15, 2026
1801	300,000		3.00		March 12, 2018	March 13, 2023
1802	250,000		3m MOVR		April 3, 2017	April 4, 2022
1803	125,000		3.07		June 25, 2018	June 23, 2023
1804	125,000		3.23		October 1, 2018	October 1, 2023
1805	100,000		3.13		December 6, 2018	December 6, 2023

The Company incurred interest expense of $163, $549 and $814 on the funding agreements in the general account and $19,158, $18,369 and $26,514 on the funding agreements in the separate account during the years ended December 31, 2018, 2017 and 2016, respectively.

C-50

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

The scheduled maturities of the funding agreements are as follows:

	Separate Account
2019	$	—
2020	—
2021	—
2022	250,000
2023	650,000
Thereafter	26,200

As discussed in Note 7, the Company's funding agreements are ceded to AARe under a funds withheld coinsurance reinsurance agreement.

See Note 14 for additional information regarding the Company’s separate account arrangements.

10.Federal Income Taxes

The Company files as a member of a consolidated federal income tax return. The Company has a written tax sharing agreement (Tax Allocation Agreement) with certain of its affiliated companies that sets forth the manner in which the total combined federal income tax is allocated to each entity that is a party to the consolidation. Allocation of tax benefits is based on separate returns. Losses are paid at the time used in the consolidated return.

Current income taxes incurred consist of the following major components:

			Year Ended December 31,
			2018		2017			2016
Federal income tax expense (benefit) on operations			$	19,768	$	(73,122	)	$	(110,462	)
Federal income tax expense on net realized capital gains			49,212		71,780			70,932
Federal income tax benefit on operations - prior period
	adjustments		$	—	$	(2,794	)	$	(2,395	)
		Total current federal income tax expense (benefit)	$	68,980	$	(4,136	)	$	(41,925	)

The Company determines admitted DTAs under paragraph 11 of SSAP No. 101, which allows a DTA to be admitted where existing deductible temporary differences are expected to be realized within three years of the balance sheet date. DTAs are limited to:

1. The amount of capital gains taxes paid in prior years that can be recovered through capital loss carrybacks, not to exceed three years, including any amounts established in accordance with the provision of SSAP No. 5R, Liabilities, Contingencies and Impairments of Assets.

C-51

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

2. If risk based capital thresholds described in paragraph 11.b. of SSAP No. 101 are exceeded, paragraph 11.b.i. allows a reporting entity to admit DTAs that are expected to be realized within three years of the balance sheet date, subject to a 15% limitation of adjusted capital and surplus described in paragraph 11.b.ii. Since the Company’s Risk Based Capital Authorized Control Level without regard to admitted DTAs is greater than 300%, the applicable period is three years and the applicable percentage is 15% as of December 31, 2018, plus

3. Any remaining DTAs can be offset against existing DTLs after due consideration of character and reversal patterns of temporary differences.

Adjusted gross DTAs exceeding the above limitations are nonadmitted.

Pursuant to SSAP No. 101, paragraph 7.e., gross DTAs are reduced by a statutory valuation allowance adjustment if it is more likely than not that some portion or all of the gross DTAs will not be realized. As of December 31, 2018 and 2017, the Company has not established a valuation allowance against DTAs.

The admitted DTAs are summarized as follows:

		December 31,				December 31,
		2018				2017
		Limitation		Admitted		Limitation		Admitted
Admitted pursuant to 11.a. - loss carrybacks				$	—			$	—
Realization per 11.b.i. - applicable period limitation		$	65,413			$	123,464
Realization per 11.b.ii. - applicable percentage limitation		182,217				174,631
Admitted pursuant to lesser of 11.b.i. or 11.b.ii -
realization test				65,413				123,464
Admitted pursuant to 11.c. - DTL offset				333,016				275,514
	Total admitted adjusted gross DTA			$	398,429			$	398,978

The Authorized Control Level Risk-Based Capital (excluding DTAs) percentage used for determining the above applicable period limitation and applicable percentage limitation was 853% and 989% for the years ending December 31, 2018 and 2017, respectively.

C-52

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

The following summarizes the impact of tax planning strategies on DTAs:

	2018						2017						Change
	Ordinary			Capital			Ordinary			Capital			Ordinary			Capital
Impact of Tax Planning Strategies
1) Adjusted Gross DTAs	$	398,429		$	—		$	398,978		$	—		$	(549	)	$	—
2) Adjusted gross DTAs (% of
total adjusted gross DTAs)	—		%	—		%	—		%	—		%	—		%	—		%
3) Net admitted adjusted DTAs	$	398,429		$	—		$	398,978		$	—		$	(549	)	$	—
4) Net admitted adjusted gross
DTAs (% of total net admitted
gross DTAs)	—		%	—		%	—		%	—		%	—		%	—		%

The Company’s tax planning strategy did not include the use of reinsurance.

The tax effects of temporary differences that give rise to DTAs and DTLs are as follows:

			December 31, 2018									December 31, 2017									Change
			Ordinary			Capital			Total			Ordinary			Capital			Total			Ordinary			Capital		Total
DTAs
Policyholder reserves			$	343,852		$	—		$	343,852		$	286,096		$	—		$	286,096		$	57,756		$	—	$	57,756
Investments			—			—			—			1,469			—			1,469			(1,469		)	—		(1,469		)
Deferred acquisition costs			43,310			—			43,310			50,048			—			50,048			(6,738		)	—		(6,738		)
Fixed assets			4			—			4			4			—			4			—			—		—
Compensation and benefits
	accrual		8,990			—			8,990			9,166			—			9,166			(176		)	—		(176		)
Receivable nonadmitted			855			—			855			1,209			—			1,209			(354		)	—		(354		)
Operating loss deduction
	carryforward		3			—			3			42,328			—			42,328			(42,325		)	—		(42,325		)
Tax credit carryforward			—			—			—			6,795			—			6,795			(6,795		)	—		(6,795		)
Other assets admitted			1,415			—			1,415			1,863			—			1,863			(448		)	—		(448		)
		Total gross DTAs	398,429			—			398,429			398,978			—			398,978			(549		)	—		(549		)
Nonadmitted DTAs			—			—			—			—			—			—			—			—		—
		Admitted DTAs	398,429			—			398,429			398,978			—			398,978			(549		)	—		(549		)
DTLs
Investments			(117,876		)	(12,769		)	(130,645		)	(119,320		)	(13,855		)	(133,175		)	1,444			1,086		2,530
Deferred and uncollected
premiums			(1,704		)	—			(1,704		)	(1,861		)	—			(1,861		)	157			—		157
Policyholder reserves			(246,690		)	—			(246,690		)	(280,632		)	—			(280,632		)	33,942			—		33,942
Other liabilities			(8		)	—			(8		)	(196		)	—			(196		)	188			—		188
		Total DTLs	(366,278		)	(12,769		)	(379,047		)	(402,009		)	(13,855		)	(415,864		)	35,731			1,086		36,817
		Net admitted DTA/(DTL)	$	32,151		$	(12,769	)	$	19,382		$	(3,031	)	$	(13,855	)	$	(16,886	)	$	35,182		$	1,086	$	36,268

The effects of tax legislation on deferred taxes are recognized in the period of enactment. The primary impact on the Company's fourth quarter 2017 financial results was associated with the effect of reducing the U.S. statutory tax rate from 35% to 21% on the deferred tax balances as of December 31, 2017, and a restatement of tax reserves, which is recognized over eight years.

C-53

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

The effects of the U.S. tax reform were reflected in the December 2017 financial statements as determined or as reasonably estimated provisional amounts based on available information subject to interpretation in accordance with the SEC’s Staff Accounting Bulletin No. 118 (SAB 118). SAB 118 provides guidance on accounting for the effects of the U.S. tax reform where the Company's determinations are incomplete but the Company is able to determine a reasonable estimate. A final determination is required to be made within a measurement period not to extend beyond one year from the enactment date of the U.S. tax reform.

The provisional amounts were associated with estimation of the deferred income tax impacts of restatement of the tax reserves resulting in a gross up of the reserves deferred tax asset with an offsetting transition adjustment to the reserves deferred tax liability. As the provisional estimate tax reserves gross up overstated both the deferred tax asset and deferred tax liability by $3,160, the net admitted DTA was not affected by the change in estimate.

The change in net deferred income taxes is comprised of the following (this analysis is exclusive of the tax effect of unrealized capital gains and losses as the deferred taxes on unrealized gains and losses are reported separately from the change in net deferred income taxes in the statements of changes in capital and surplus):

		December 31,			December 31,
		2018			2017			Change
Adjusted gross deferred tax assets		$	398,429		$	398,978		$	(549	)
Total gross deferred tax liabilities		(379,047		)	(415,864		)	36,817
	Adjusted deferred tax assets (liabilities) in
	excess of deferred tax assets (liabilities)	$	19,382		$	(16,886	)	36,268
Tax effect of unrealized gains and losses								16,762
	Change in net deferred income tax							$	53,030

The Company did not have any nonadmitted deferred tax assets for the years ended December 31, 2018 and 2017.

No DTLs have been recognized with respect to life insurance policies owned by the Company insuring the lives of certain officers and affiliated employees. The Company intends to realize tax-exempt benefits upon the deaths of the insured lives. If, however, the Company surrendered all of the policies prior to the deaths of the insured lives, the Company would incur a DTL of $42,233 on unprovided taxable temporary differences of $201,108 at December 31, 2018.

No unrecognized DTL exists for temporary differences related to investments in foreign subsidiaries or foreign corporate joint ventures that are essentially permanent in duration.

C-54

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

The provision for federal income tax incurred is different from that which would be obtained by applying the enacted federal income tax rate to income before taxes. The significant items causing these differences are as follows:

			Year Ended December 31, 2018					Year Ended December 31, 2017					Year Ended December 31, 2016
						Effective					Effective					Effective
			Amount			Tax Rate		Amount			Tax Rate		Amount			Tax Rate
Net gain from operations			$	172,462				$	200,395				$	48,257
Realized capital (loss) gain on investments			(33,793		)			(9,690		)			3,910
		Total statutory gain	$	138,669				$	190,705				$	52,167
Statutory tax expense at enacted rate			$	29,120		21.0	%	$	66,746		35.0	%	$	18,258		35.0	%
Permanent differences
Nontaxable income			(3,175		)	(2.3	)	(8,214		)	(4.3	)	(6,911		)	(13.2	)
Nondeductible expenses			888			0.6		684			0.4		541			1.0
Affiliate expenses			(713		)	(0.5	)	4,749			2.5		8,064			15.5
Interest maintenance reserve amortization			58			—		(867		)	(0.5	)	(12,280		)	(23.5	)
Change in nonadmitted assets			(42		)	—		531			0.3		1,924			3.7
Reinsurance adjustment A-791			5,485			4.0		(32,081		)	(16.8	)	(378		)	(0.7	)
Unrealized gains ceded			(19,435		)	(14.0	)	(23,179		)	(12.2	)	(15,558		)	(29.8	)
Specific reserves in surplus			141			0.1		(7		)	—		(2,689		)	(5.2	)
Prior period adjustments			1,373			1.0		13,593			7.1		(1,026		)	(2.0	)
Impact of tax rate change on cumulative unrealized gains			—			—		25,763			13.5		—			—
Tax rate change			2,250			1.6		(15,787		)	(8.3	)	—			—
	Total effective income tax expense (benefit)		$	15,950		11.5	%	$	31,931		16.7	%	$	(10,055	)	(19.2	)%
Current federal income tax expense (benefit)			$	68,980		49.7	%	$	(1,342	)	(0.7	)%	$	(39,530	)	(75.8	)%
Current federal income tax benefit - prior period adjustments			—			0.0		(2,794		)	(1.5	)	(2,395		)	(4.6	)%
Change in net deferred income tax			(53,030		)	(38.2	)	36,067			18.9		31,870			61.2	%
	Total effective income tax expense (benefit)		$	15,950		11.5	%	$	31,931		16.7	%	$	(10,055	)	(19.2	)%

At the beginning of 2018, the Company had $6,345 of Alternative Minimum Tax Credit (AMTC) carried forward. Since the Company does not expect to receive any benefit from the credits, the Company wrote off the AMTC during 2018.

The Company has the following carryforwards at December 31, 2018:

Year Originated	Amount		Expiring
Operations Loss Deductions
2013 2nd short period	$	16	2033

The amount of capital gains tax incurred available for recoupment in the event of future capital losses are:

Recovery Year	Recoverable Taxes
2018	$	36,689
2017	—
2016	—

C-55

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

The Company entered into a supplemental tax sharing agreement with Athene Re IV, whereby the Company is obligated to perform all of Athene Re IV's tax sharing obligations and is entitled to accept all of Athene Re IV's tax sharing benefits. Accordingly, any current taxes payable or receivable by Athene Re IV are reflected by the Company. During 2018, 2017 and 2016, under the provisions of this agreement, $1,113 of tax benefit was transferred to and $519 and $4,295 of tax expense was transferred from the Company, respectively.

In accordance with SSAP No. 101, the Company follows SSAP No. 5R to utilize a “more likely than not (likelihood of more than fifty percent)” approach to compute its liability for tax contingencies. No liability for tax contingencies has been recorded as the Company does not have any material items requiring establishment of a loss contingency reserve or disclosure under SSAP No. 5R. Interest and penalties associated with recognized tax contingencies would be recognized within the income tax expense line in the statements of operations. Accrued interest and penalties would be included in the related tax liability line in the balance sheets.

Federal income tax of $41,260 is due to and $18,612 and $92,026 is due from the Company’s parent at December 31, 2018, 2017 and 2016, respectively, pursuant to the Tax Allocation Agreement.

There were no deposits reported as admitted assets under Section 6603 of the Internal Revenue Code as of December 31, 2018 or 2017.

The following entities are included in a consolidated return:

Athene Annuity & Life Assurance Company

Athene Annuity and Life Company

Athene Annuity & Life Assurance Company of New York

Athene Life Insurance Company of New York

Structured Annuity Reinsurance Company

Athene Re USA IV, Inc.

The Company files tax returns in U.S. federal and various state jurisdictions. The Company is under audit by the IRS as a member of the AUSA and AADE consolidated tax groups, and is audited periodically by state taxing authorities.  The IRS is currently examining the AUSA consolidated group for the Company’s tax period ending October 2, 2013. Pursuant to the Company’s tax allocation agreement, AUSA would be liable for the payment of any liabilities incurred as a result of this audit. The Company is a member of the AADE consolidated group for all tax periods beginning after October 2, 2013. The IRS is currently examining the AADE consolidated group for the period ending December 31, 2015. The Company is no longer subject to state tax examinations by tax authorities for years before 2014. The Company is currently under exam by Pennsylvania taxing authority for the period ending December 31, 2014. The Company does not believe any tax payments resulting from this examination would materially impact the Company's effective tax rate or net income.

State Transferable and Non-transferable Tax Credits

Carrying value of transferable and non-transferable state tax credits gross of any related tax liabilities and total unused transferable and non-transferable state tax credits by state and in total are as follows:

Description of State Transferable and Non-transferable Tax Credits	State	Carrying Value		Unused Amount
Enhanced Capital Connecticut Fund I, LLC	CT	755		338
Guaranty Fund Assessment Credits	Various	12		12
Total		$	767	$	350

C-56

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

The Company estimated the utilization of the remaining transferable and non-transferable state tax credits by projecting future premium taking into account policy growth and rate changes, projecting future tax liability based on projected premium, tax rates and tax credits, and comparing projected future tax liability to the availability of remaining transferable and non-transferable state tax credits.

The Company has no impairment losses and expects to fully realize all available state tax credits.

State tax credits admitted and nonadmitted are as follows:

	Total Admitted		Total Nonadmitted
Transferable	$	755	$	—
Non-transferable	12		—

11.Premiums Due and Deferred

Deferred and uncollected life insurance and accident and health premiums are summarized as follows:

		December 31, 2018							December 31, 2017
		Gross		Loading			Net		Gross		Loading			Net
Ordinary new business		$	—	$	—		$	—	$	—	$	—		$	—
Ordinary renewal		6,772		(1,341		)	8,113		7,547		(1,315		)	8,862
Accident and health		4		—			4		2		—			2
	Total	$	6,776	$	(1,341	)	$	8,117	$	7,549	$	(1,315	)	$	8,864

12.Employee Benefit Plans

Defined Contribution Plan

The Company is allocated a portion of the costs related to a qualified defined contribution savings and retirement plan sponsored by AUSA. The plan is a qualified 401(k) plan covering officers and employees.  The plan provides non-discretionary company matching contributions.  Expenses allocated to the Company for AUSA's contributions amounted to $4,570, $3,873 and $3,337 for 2018, 2017 and 2016, respectively.

Other Benefit Plans

The Company has nonqualified benefit, deferred compensation and bonus plans covering certain agents, directors and officers in addition to the defined benefit plans previously described. Accumulated benefits of these plans are primarily unfunded and are included in agent deferred compensation liabilities as of December 31, 2018, 2017 and 2016, amounting to $42,810, $43,647 and $44,338, respectively. The Company recognized total expenses during 2018, 2017 and 2016 for these plans of $634, $883 and $4,917, respectively. These plans were frozen as of December 31, 2016.

13.Related-Party Transactions

The Company cedes a quota share of its annuity business to AARe and AADE, a 100% quota share of its funding agreement business to AARe and 100% of the Closed Block liabilities to Athene Re IV. The Company cedes to STAR a 100% quota share of its benefits payable for all structured annuity contracts issued by the Company to Aviva London Assignment Corporation (an affiliated company prior to October 2, 2013). Refer to Note 7 for details on these reinsurance agreements.

C-57

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

The Company is party to an investment management agreement with Athene Asset Management LLC (AAM), under which AAM agrees to provide asset management services in exchange for management fees. AAM is a subsidiary of AGM. Pursuant to the agreement, the Company pays AAM 30 basis points per annum on the Company’s managed assets. The Company incurred expenses of $150,889, $139,048 and $124,354 in 2018, 2017 and 2016, respectively, under the agreement with AAM.

The Company is party to Shared Services and Cost Sharing Agreements with Athene Employee Services LLC (AES), AAM, AHL, AUSA, AADE and certain other affiliated companies pursuant to which each party thereto agreed to provide certain financial, legal and other services to the other parties. Under these agreements, the Company incurred expense of $236,000, $222,953 and $208,402 during 2018, 2017 and 2016, respectively.

Some employees of AES participate in one or more Share Award Agreements (the Agreements) sponsored by AHL for which the Company has no legal obligation. Salary expense of AES is partially allocated to the Company through the Shared Services Agreement. Under SSAP No. 104R, Share-Based Payments, the stock compensation expense associated with the Agreements that would have been allocated to the Company is required to be recorded as a capital contribution to the reporting entity. The Company has allocated the stock compensation expense associated with the Agreements based on the same methodology as the Shared Services Agreement. In accordance with SSAP No. 104R, the Company incurred expense and recorded a capital contribution under the Agreements totaling $9,073, $17,646 and $13,772 in 2018, 2017 and 2016, respectively, which includes amounts contributed by the Company to downstream insurance subsidiaries.

All intercompany balances shown as payable to or receivable from parent, subsidiaries and affiliates are settled within 45 days of their incurrence under the terms of the intercompany expense sharing agreements. These payables and receivables are presented on a net basis within the accompanying balance sheets when right of offset exists with a particular counterparty.

During 2018 and 2017, the Company contributed $293,545 and $204,346, respectively, to affiliated partnership investments and received distributions of $211,524 and $141,414, respectively, from affiliated partnership investments in the normal course of business.

During 2018 and 2017, the Company transferred $372,176 and $410,514, respectively, of bonds to AARe and ALRe, respectively, in association with reinsurance settlements. These investments were included within bonds on the accompanying balance sheets. All transactions were based on the fair value of the assets at the transaction date.

During 2018, the Company received a $15,000 capital contribution from its direct parent, AADE and made a $15,000 capital contribution to its wholly-owned subsidiary, AANY.

During 2018 and 2017, the Company contributed capital in the form of cash of $250 and $100, respectively, to Athene Securities, LLC.

As of December 31, 2018 and 2017, the Company holds $926,240 and $822,979, respectively, of other invested assets representing holdings of affiliated partnership investments. The Company also had $531,462 and $153,497 of affiliated bond holdings and $105,056 and $108,505 of affiliated mortgage loans on real estate as of December 31, 2018 and 2017, respectively.

During 2018, the Company recaptured, amended, and entered into new reinsurance agreements with affiliates. See Note 7 for the details of those changes.

There were no other related party transactions considered necessary for disclosure in 2018 or 2017.

C-58

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

14.Separate Accounts

The Company maintains three separate account arrangements:

Separate Account – Funding Agreements: This separate account contains funding agreements issued to the FHLB. These funding agreements are secured by assets in the Company's general account, which are not subject to claims that arise out of any other business of the Company. The funding agreements may not be accelerated by the holder unless there is a default under the agreement, but the Company may retire the funding agreement policies at any time. The liabilities of this separate account are carried at amortized cost.

ALAC Separate Account I: This separate account consists of individual variable annuities of a non-guaranteed return nature. Net investment experience is credited directly to the policyholder and can be positive or negative, as determined by the performance or fair value of the investments held. The separate account assets are legally insulated and are not subject to claims which may arise from any other business of the Company. These variable annuities generally provide an incidental death benefit of the greater of account value or premium paid. The assets and liabilities of these accounts are carried at fair value. No new variable annuity policies related to the ALAC Separate Account I are being issued. As of December 31, 2018 and 2017, the Company's ALAC Separate Account I statement included legally insulated assets of $28,603 and $35,443, respectively.

Group Annuity Separate Accounts: This contains three separate accounts which support annuities payable under group fixed annuity contracts issued to various employers, or trusts established by such employers, in respect of those employers' pension plans. The group fixed annuity contracts obligate the Company’s general account to make annuity payments if the separate account is not able to do so. The separate account assets are legally insulated and are not subject to claims which may arise from any other business of the Company. The assets and liabilities of these separate accounts are carried at amortized cost. During 2018, the Company's general account contributed $173,783 of seed money to Group Annuity Separate Accounts.

The Company's separate account liabilities are guaranteed by the general account. The Company's general account has not paid toward separate account guarantees during the years ended December 31, 2018 and 2017. To compensate the general account for the risk taken, the Group Annuity Separate Accounts have paid risk charges of $8,878 and $1,906 as of December 31, 2018 and 2017, respectively.

As of December 31, 2018 and 2017, the Company's Group Annuity Separate Account statements included legally insulated assets of $5,000,571 and $2,309,223, respectively.

C-59

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

Information regarding the separate accounts of the Company at December 31, 2018, 2017 and 2016 is as follows:

					Nonindexed		Nonindexed		Non-
					Guaranteed		Guaranteed		Guaranteed
					Less Than/		More		Separate
			Indexed		Equal to 4%		Than 4%		Accounts			Total
Premiums, considerations or deposits
	for year ended December 31, 2018		$	—	$	1,167,280	$	—	$	59		$	1,167,339
Reserves at December 31, 2018
For accounts with assets at
	Fair value		—		—		—		28,603			28,603
	Amortized cost		—		4,700,030		—		—			4,700,030
		Total reserves	—		4,700,030		—		28,603			4,728,633
By withdrawal characteristics
	Subject to discretionary withdrawal
	At fair value		—		—		—		28,603			28,603
	Not subject to discretionary withdrawal		—		4,700,030		—		—			4,700,030
		Total reserves	$	—	$	4,700,030	$	—	$	28,603		4,728,633
Interest maintenance reserve												1,604
Other transfers to general account
due or accrued												(1,050,113		)
Funds held under coinsurance												909,050
Other amounts payable on reinsurance												80,683
Other												39,822
		Total separate account liabilities										$	4,709,679
Net transfers to or (from) separate accounts			$	—	$	469,694	$	—	$	(4,802	)	$	464,892

					Nonindexed		Nonindexed		Non-
					Guaranteed		Guaranteed		Guaranteed
					Less Than/		More		Separate
			Indexed		Equal to 4%		Than 4%		Accounts			Total
Premiums, considerations or deposits
	for year ended December 31, 2017		$	306,400	$	450,195	$	—	$	75		$	756,670
Reserves at December 31, 2017
For accounts with assets at
	Fair value		—		—		—		35,443			35,443
	Amortized cost		306,400		2,226,822		231,200		—			2,764,422
		Total reserves	306,400		2,226,822		231,200		35,443			2,799,865
By withdrawal characteristics
	Subject to discretionary withdrawal
	At fair value		—		—		—		35,443			35,443
	Not subject to discretionary withdrawal		306,400		2,226,822		231,200		—			2,764,422
		Total reserves	$	306,400	$	2,226,822	$	231,200	$	35,443		2,799,865
Interest maintenance reserve												2,138
Other transfers to general account
due or accrued												(671,374		)
Other amounts payable on reinsurance												19,361
Other												50,485
		Total separate account liabilities										$	2,200,475
Net transfers to or (from) separate accounts			$	—	$	443,345	$	—	$	(6,337	)	$	437,008

C-60

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

					Nonindexed		Nonindexed		Non-
					Guaranteed		Guaranteed		Guaranteed
					Less Than/		More		Separate
			Indexed		Equal to 4%		Than 4%		Accounts			Total
Premiums, considerations or deposits
	for year ended December 31, 2016		$	—	$	—	$	—	$	122		$	122
Reserves at December 31, 2016
For accounts with assets at
	Fair value		—		—		—		35,643			35,643
	Amortized cost		218,000		—		381,200		—			599,200
		Total reserves	218,000		—		381,200		35,643			634,843
By withdrawal characteristics
	Subject to discretionary withdrawal
	At fair value		—		—		—		35,643			35,643
	Not subject to discretionary withdrawal		218,000		—		381,200		—			599,200
		Total reserves	$	218,000	$	—	$	381,200	$	35,643		634,843
Interest maintenance reserve												3,437
Other transfers to general account
due or accrued												(738,264		)
Other amounts payable on reinsurance												—
Other												279
		Total separate account liabilities										$	(99,705	)
Net transfers to or (from) separate accounts			$	—	$	—	$	—	$	(4,061	)	$	(4,061	)

A reconciliation of combined net transfers to or (from) separate accounts is as follows:

		2018			2017			2016
Transfers to separate accounts		$	516,189		$	449,932		$	122
Transfers from separate accounts		(51,297		)	(12,924		)	(4,183		)
Net transfers to or (from) separate accounts		464,892			437,008			(4,061		)
Premium market adjustment		—			(1,315		)	—
	Transfer from separate account, net, as reported in the
	Statements of Operations	$	464,892		$	435,693		$	(4,061	)

15.Commitments and Contingencies

The Company has unfunded commitments in certain investments totaling $1,310,229 and $858,432 at December 31, 2018 and 2017, respectively.

C-61

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

On July 27, 2015, John Griffiths, on behalf of himself and others similarly situated, filed a putative class action complaint in the United States District Court for the District of Massachusetts. An amended complaint was filed on December 18, 2015. The complaint asserts claims against AHL, the Company and Athene London Assignment Corporation (Athene London), in addition to an Aviva defendant. AHL is a named defendant due to its purchase of Aviva USA Corporation, and the Company and Athene London are named as successors to Aviva Life Insurance Company and Aviva London Assignment Corporation, respectively. The complaint alleges a putative class of all persons who are the beneficial owners of assets which were used to purchase structured settlement annuities that Aviva Life Insurance Company, Aviva London Assignment Corporation, and Aviva International Insurance Limited (collectively, the Aviva Entities) or their predecessors, as applicable, delivered to purchasers on or after April 1, 2003 that were backed by a capital maintenance agreement issued by Aviva International Insurance Limited or its predecessor (the CMA). The complaint alleges that the Aviva Entities sold structured settlement annuities to the public on the basis that such products were backed by the CMA, which was alleged to be a source of great financial strength. The complaint further alleges that the Aviva Entities used the CMA to enhance the sales volume and raise the price of the annuities. The complaint claims that, as a result of Aviva USA Corporation's sale to AHL, the CMA terminated. According to the complaint, no notice of this termination was provided to the owners of the structured settlement annuities. The complaint alleges that the termination of the CMA gave rise to claims for breach of contract, breach of fiduciary duty, promissory estoppel, and unjust enrichment. On October 23, 2018, the Court granted final approval of the settlement. On November 8, 2018, the Court dismissed the action pursuant to the settlement approval which required AHL to: (1) enter into a capital maintenance agreement with Athene London requiring AHL to provide capital to Athene London upon a missed structured settlement payment that is not timely cured and (2) paying a monetary amount that is immaterial to AHL. AHL has complied with the settlement.

The Company and certain of its insurance subsidiaries have experienced increased service and administration complaints related to the conversion and administration of the block of life insurance business acquired in connection with AHL’s acquisition of Aviva USA Corporation and reinsured to affiliates of Global Atlantic Financial Group Ltd. The life insurance policies included in this block have been and are currently being administered by AllianceOne, a subsidiary of DXC Technology Company, which was retained by such Global Atlantic affiliates to provide services on such policies. AllianceOne also administers certain annuity policies that were on Aviva USA Corporation’s legacy policy administration systems that were also converted in connection with the acquisition of Aviva USA Corporation and have experienced similar service and administration issues.

As a result of the difficulties experienced with respect to the administration of such policies, Athene received notifications from several state regulators, including but not limited to the New York Department of Financial Services (NYDFS), the California Department of Insurance and the Texas Department of Insurance, indicating, in each case, that the respective regulator planned to undertake a market conduct examination or enforcement proceeding of the Company or one of its subsidiaries, as applicable, relating to the treatment of policyholders subject to Athene reinsurance agreements with affiliates of Global Atlantic and the conversion of such annuity policies, including the administration of such blocks by AllianceOne. On June 28, 2018, ALICNY entered into a consent order with the NYDFS resolving that matter in a manner that ultimately did not have a material impact on its financial condition, when considering AHL’s indemnification from affiliates of Global Atlantic, which was passed to ALICNY in the form of a capital contribution in the third quarter of 2018.

In addition to the foregoing, the Company has received inquiries, and expects to continue to receive inquiries, from other regulatory authorities regarding the conversion matter. In addition to the examinations and proceedings initiated to date, it is possible that other regulators may pursue similar formal examinations, inquiries or enforcement proceedings and that any examinations, inquiries and/or enforcement proceedings may result in fines, administrative penalties and payments to policyholders. The Company is not currently able to estimate the amount of any such fines, penalties or payments arising from these matters with reasonable certainty, but it is possible that such amounts may be material.

C-62

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

Pursuant to the terms of the reinsurance agreements between Athene and the relevant affiliates of Global Atlantic, the applicable affiliates of Global Atlantic have financial responsibility for the ceded life block and are subject to significant administrative service requirements, including compliance with applicable law. The agreements also provide for indemnification to Athene, including for administration issues.

On January 23, 2019, the Company received a letter from the NYDFS, with respect to a recent pension risk transfer transaction, which expressed concerns with the Company’s interpretation and reliance upon certain exemptions from licensing in New York in connection with certain activities performed by employees in the pension risk transfer channel, including specific activities performed within New York. The Company is currently in discussions with the NYDFS to identify approaches to resolve its concerns. Reasonably possible losses, if any, cannot be estimated at this time.

In 2000 and 2001, two insurance companies which were subsequently merged into the Company purchased from American General Life Insurance Company (American General) broad based variable corporate-owned life insurance (COLI) policies that, as of December 31, 2018, had an asset value of $361,748. In January 2012, the COLI policy administrator delivered to the Company a supplement to the existing COLI policies and advised that American General and ZC Resource Investment Trust (ZC Trust) had unilaterally implemented changes set forth in the supplement that if effective, would: (1) potentially negatively impact the crediting rate for the policies and (2) change the exit and surrender protocols set forth in the policies. In March 2013, the Company filed suit against American General, ZC Trust, and ZC Resource LLC in Chancery Court in Delaware, seeking, among other relief, a declaration that the changes set forth in the supplement were ineffectual and in breach of the parties’ agreement. The parties filed cross motions for judgment as a matter of law, and the court granted defendants’ motion and dismissed without prejudice on ripeness grounds. The issue that negatively impacts the crediting rate for one of the COLI policies has subsequently been triggered and on April 3, 2018, the Company filed its suit against the same defendants in Chancery Court in Delaware seeking substantially similar relief, which defendants have moved to dismiss and the Company has opposed. The Court heard oral arguments on February 13, 2019 and has taken the matter under advisement. If the supplement is ultimately deemed to be effective, the purported changes to the policies could impair the Company’s ability to access the value of guarantees associated with the policies. The value of the guarantees included within the asset value reflected above is $187,229 as of December 31, 2018.

On April 6, 2016, the U.S. Department of Labor (DOL) issued the fiduciary rule which imposes upon third parties who sell annuities within Employee Retirement Income Security Act of 1974 (as amended, ERISA) plans or to individual retirement account (IRA) holders a fiduciary duty to retirement investors. On June 21, 2018, the Fifth Circuit Court of Appeals issued a mandate officially vacating as a whole the DOL's 2016 Fiduciary Rule.

The U.S. Securities and Exchange Commission (SEC) has indicated that it will work with the DOL to propose rules creating a uniform standard of conduct applicable to broker-dealers and investment advisers in 2019, which, if adopted, may affect the distribution of the Company’s products. The NAIC is working to propose changes to the Suitability in Annuity Transactions Model Regulation and some states separately are updating their suitability regulations to include the best interest concept. Should the SEC, NAIC or state specific rules, once adopted, not align, the distribution of the Company’s products could be further complicated. 

C-63

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

In addition to the cases previously discussed, the Company is routinely involved in litigation and other proceedings, reinsurance claims and regulatory proceedings arising in the ordinary course of its business. At present, no contingencies related to pending litigation and regulatory matters are considered material in relation to the financial position of the Company.

Estimates of possible losses or ranges of losses for particular matters cannot, in the ordinary course, be made with a reasonable degree of certainty. It is possible that the Company’s results of operations or cash flow in a particular quarterly or annual period could be materially adversely affected by an ultimate unfavorable resolution of pending litigation and regulatory matters.

16.Capital and Surplus

The Company is subject to limitations, imposed by the State of Iowa, on the payment of dividends to its stockholder. Generally, dividends during any year may not be paid, without prior regulatory approval, in excess of the greater of (1) ten percent of the Company’s paid-in and unassigned surplus as of the preceding December 31, or (2) the Company’s net gain from operations before net realized capital gains on investments for the preceding year. This limitation equates to $152,694, $226,229 and $0 as of December 31, 2018, 2017 and 2016, respectively. The Company did not declare or pay dividends during the years ended 2018, 2017 and 2016.

In connection with the acquisition of AUSA during 2013, AHL entered into a Net Worth Maintenance Agreement to provide capital support to the Company such that AHL is obligated to maintain the Company’s capital and surplus in an amount sufficient to maintain the Company’s Total Adjusted Capital to be at least 200% of Company Action Level Risk Based Capital (RBC).  The agreement also provides that the Company will not pay any dividends if such dividends would cause the Company Action Level RBC ratio to fall below 200%.

Life insurance companies are subject to certain RBC requirements as specified by the NAIC. Under those requirements, the amount is to be determined based on the various risk factors related to the Company. At December 31, 2018 and 2017, the Company exceeds all control levels of the RBC requirements.

During 2018 and 2017, the Company received and made capital contributions. See Note 13 for additional details regarding capital contributions.

As discussed in Note 2, during 2017, $1,502,316 of the Company's surplus was reset under SSAP No. 72 as a reclassification of unassigned surplus to paid-in surplus. In accordance with SSAP No. 72, the Company is required to disclose this surplus reset for ten years following its effective date.

17.Subsequent Events

The Company has evaluated subsequent events through April 1, 2019, the date that these financial statements were available to be issued. Based on this evaluation, no events have occurred subsequent to December 31, 2018 that require disclosure or adjustment to the financial statements at that date or for the period then ended other than those discussed below.

During February 2019, the Company terminated the compensation plans for agents, officers and directors and has paid out $41,884 of the Agent deferred compensation liability.

C-64

Athene Annuity and Life Company

Notes to Financial Statements – Statutory-Basis

December 31, 2018, 2017 and 2016

(Dollars in thousands)

18.Reconciliation to the Statutory Annual Statement

The following is a reconciliation of amounts previously reported to state regulatory authorities in the 2018, 2017 and 2016 Annual Statements to those reported in the accompanying financial statements:

		December 31,
		2018		2017			2016
Admitted assets as reported in the Company's Annual Statement		$	57,996,952	$	54,933,284		$	47,984,664
	Overstatement of Common stocks - affiliated entities	—		—			(17,830		)
Admitted assets as reported in the accompanying financial statements		$	57,996,952	$	54,933,284		$	47,966,834
Liabilities as reported in the Company's Annual Statement		$	56,762,788	$	53,769,075		$	46,871,325
Liabilities as reported in the accompanying financial statements		$	56,762,788	$	53,769,075		$	46,871,325
Capital and surplus as reported in the Company's Annual Statement		$	1,234,164	$	1,164,209		$	1,113,339
	Understatement of Unassigned deficit	—		—			(17,830		)
Capital and surplus as reported in the accompanying financial statements		$	1,234,164	$	1,164,209		$	1,095,509
Net income as reported in the Company's Annual Statement		$	80,635	$	239,331		$	99,627
Overstatement of Commissions and expense allowances on reinsurance ceded		—		(26,517		)	—
Understatement of Federal income tax benefit		—		—			8,619
Net income as reported in the accompanying financial statements		$	80,635	$	212,814		$	108,246

C-65

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.        Other Expenses of Issuance and Distribution

The expenses in connection with the issuance and distribution of the Contracts, other than any underwriting discounts and commissions, are as follows (except for the Securities and Exchange Commission Filing Fee, all amounts shown are estimates):

Securities and Exchange Commission Registration Fees	$	157,563.30
Printing and engraving	$	66,000.00
Accounting fees and expenses	$	250,000.00
Legal fees and expenses	$	768,500.00
Total Expenses (approximate)	$	1,242,063.30

Item 14.        Indemnification

Section 490.202 of the Iowa Business Corporation Act (the “IBCA” or the “Act”), provides that a corporation’s articles of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for any action taken, or failure to take action, as a director, except liability for (1) the amount of a financial benefit received by a director to which the director is not entitled, (2) an intentional infliction of harm on the Company or the shareholders, (3) a violation of Section 490.833 of the IBCA or (4) an intentional violation of criminal law.

Further, Section 490.851 of the IBCA provides that a corporation may indemnify its directors who may be party to a proceeding against liability incurred in the proceeding by reason of such person serving in the capacity of director, if such person has acted in good faith and in a manner reasonably believed by the individual to be in the best interests of the corporation, if the director was acting in an official capacity, and in all other cases that the individual’s conduct was at least not opposed to the best interests of the corporation, and in any criminal proceeding if such person had no reasonable cause to believe the individual’s conduct was unlawful or the director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation. The indemnity provisions under Section 490.851 do not apply (i) in the case of actions brought by or in the right of the corporation except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct set forth above or (ii) in connection with any proceedings with respect to conduct for which the director was adjudged liable on the basis that the director received a financial benefit to which the director was not entitled, whether or not involving action in the director’s official capacity.

In addition, Section 490.852 of the IBCA provides mandatory indemnification of reasonable expenses incurred by a director who is wholly successful in defending any action in which the director was a party because the director is or was a director of the corporation. A director who is a party to a proceeding because the person is a director may also apply for court-ordered indemnification and advance of expenses under Section 490.854 of the IBCA. Article XI.1 of the Bylaws of the Company provides for indemnification of Company directors, officers, employees, and agents against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement or other disposition actually and reasonably incurred.

Section 490.853 of the IBCA provides that a corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because such person is a director if the director delivers the following to the corporation: (1) a written affirmation that the director has met the standard of conduct described above or that the proceeding involved conduct for which

II-1

liability has been eliminated under the corporation’s articles of incorporation and (2) the director’s written undertaking to repay any funds advanced if the director is not entitled to mandatory indemnification under Section 490.852 of the IBCA and it is ultimately determined that the director has not met the standard of conduct described above. Article XI.4 of the Bylaws of the Company provides for advancement of expenses actually incurred in advance of the final disposition of a proceeding within twenty calendar days after the receipt of the Company of a statement from the indemnified party requesting such advance and reasonably evidencing the expenses incurred.

Under Section 490.856 of the IBCA, a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because such person is an officer, to the same extent as a director. In addition, if the person is an officer but not a director, further indemnification may be provided by the corporation’s articles of incorporation or bylaws, a resolution of the board of directors or by contract, except liability for (1) a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding and (2) conduct that constitutes receipt by the officer of a financial benefit to which the officer is not entitled, an intentional infliction of harm on the corporation or the shareholders or an intentional violation of criminal law. Such indemnification is also available to an officer who is also a director if the basis on which the officer is made a party to a proceeding is an act taken or a failure to take action solely as an officer. Article XI of the Bylaws of the Company apply equally to directors and officers of the Company as well as to employees and agents of the Company.

As permitted by the Iowa state law:

Article X of the Amended and Restated Articles of Incorporation of Athene Annuity and Life Company provides that

“A director of the Company shall not be personally liable to the Company or its shareholder for money damages for any action taken, or any failure to take any action, as a director, except liability for any of the following: (1) the amount of a financial benefit received by a director to which the director is not entitles; (2) an intentional infliction of harm on the Company or the shareholders; (3) a violation of Section 833 of the Iowa Business Corporation Act; or (4) an intentional violation of criminal law. If the Iowa Business Corporation Act is hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Company, in addition to the limitation on personal liability provided herein, shall be eliminated or limited to the extent of such amendment, automatically and without any further action, to the fullest extend permitted by law. Any repeal or modification of this Article by the shareholders of the Company shall be prospective only and shall not adversely affect any limitation on the personal liability or any other right or protection of a director of the Company with respect to any state of facts existing at or prior to the time of such repeal or modification.”

The Amended and Restated Bylaws of Athene Annuity and Life Company (effective March 3, 2014) provide:

In Article XI.1 that “To the fullest extent permitted by applicable law as then in effect, the Corporation (a) shall indemnify any person (the Indemnitee”) who is or was involved in any manner (including without limitation, as a party or a witness) or is threatened to be made so involved in any threatened, pending or complication investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including without limitation, any action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor) (a Proceeding)by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer employee, agent, trustee, plan administrator or plan fiduciary of another corporation, partnership, joint venture, trust or other enterprise (including without limitation, any employee benefit plan), against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement or other disposition actually and reasonably incurred by the Indemnitee in connection with such Proceeding, and (b) shall indemnify each Indemnitee against all expenses (including attorneys’ fees actually and reasonably incurred by the Indemnitee in seeking to enforce its rights under this Article XI (by means of legal action or otherwise). Absent a court order to indemnify, the Corporation’s obligation for indemnification stated above is contingent upon satisfaction by the Indemnitee of the applicable

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indemnification standards required by the Act;” and

In Article XI.4 “In furtherance and not in limitation of the foregoing provisions, all expenses (including attorneys’ fees) actually incurred by or on behalf of an Indemnitee in advance of the final disposition of a Proceeding shall be advanced to the Indemnitee by the Corporation within 20 calendar days after the receipt by the Corporation of a statement or statements from the Indemnitee requesting such advance or advances from time to time. Such statement or statements shall reasonably evidence the expenses incurred by the Indemnitee. The Corporation’s obligation to pay expenses pursuant to this Section shall be contingent upon the Indemnitee providing any undertaking required by the Act.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant 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 the Registrant of expenses incurred or paid by a director officer or controlling person of the Registrant 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, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 15.        Recent Sales of Unregistered Securities

Not applicable.

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Item 16.        Exhibits and Financial Statement Schedules

(a) Exhibits

1	Form of Underwriting and Distribution Agreement
2	Not applicable
3.1	Amended and Restated Articles of Incorporation of Athene Annuity and Life Company(1)
3.2	Amended and Restated By-laws of Athene Annuity and Life Company (effective March 3, 2014)(1)
4.1	Form of Contract of Single Purchase Payment Index-Linked Deferred Annuity Contract
4.2	Form of Application for Athene Amplify® Single Purchase Payment Index-Linked Deferred Annuity Contract
5	Opinion of Legal Counsel
6	Not applicable
7	Not applicable
8	Not applicable
9	Not applicable
10.1.1	Shared Services and Cost Sharing Agreement, dated as of October 2, 2013, among Athene Holding Ltd., Athene USA Corporation, Athene Life Re Ltd., Athene Annuity & Life Assurance Company, Athene Life Insurance Company, Investors Insurance Corporation, Aviva Life and Annuity Company (now known as Athene Annuity and Life Company), Structured Annuity Reinsurance Company, Aviva Re USA IV, Inc. (now known as Athene Re USA IV, Inc.) and Athene Asset Management LLC.
10.1.2	Amendment One to Shared Services and Cost Sharing Agreement, effective as of October 2, 2013, among Athene Holding Ltd., Athene USA Corporation, Athene Life Re Ltd., Athene Annuity & Life Assurance Company, Athene Life Insurance Company, Athene Annuity & Life Assurance Company (as successor by merger of Investors Insurance Corporation), Aviva Life and Annuity Company (now known as Athene Annuity and Life Company), Structured Annuity Reinsurance Company, Aviva Re USA IV, Inc. (now known as Athene Re USA IV, Inc.) and Athene Asset Management LLC.
10.1.3	Shared Services and Cost Sharing Agreement, dated as of October 2, 2013, among Athene Holding Ltd., Athene USA Corporation, Athene Life Re Ltd., Athene Annuity & Life Assurance Company, Aviva Life and Annuity Company (now known as Athene Annuity and Life Company), Athene Asset Management LLC, Presidential Life Insurance Company (now known as Athene Annuity & Life Assurance Company of New York) and Aviva Life and Annuity Company of New York (now known as Athene Life Insurance Company of New York).
10.1.4	Amendment One to Shared Services and Cost Sharing Agreement, effective as of October 2, 2013, among Athene Holding Ltd., Athene USA Corporation, Athene Life Re Ltd., Athene Annuity & Life Assurance Company, Aviva Life and Annuity Company (now known as Athene Annuity and Life Company), Athene Asset Management LLC, Athene Annuity & Life Assurance Company of New York (formerly known as Presidential Life Insurance Company) and Aviva Life and Annuity Company of New York (now known as Athene Life Insurance Company of New York).
10.2	Coinsurance and Assumption Agreement, dated as of October 1, 2013, between Aviva Life and Annuity Company (now known as Athene Annuity and Life Company) and Presidential Life Insurance Company – USA (now known as Accordia Life and Annuity Insurance Company).
10.3	Amended and Restated Coinsurance Agreement, dated as of December 28, 2015, between Athene Annuity and Life Company and Accordia Life and Annuity Company (formerly known as Presidential Life Insurance Company—USA) (regarding the ILICO closed block).
10.4.1	Amended and Restated Master Sub-Advisory Agreement, dated as of April 1, 2014, among Athene Asset Management L.P., Apollo Capital Management, L.P., Apollo Global Real Estate Management, L.P., ARM Manager LLC, Apollo Longevity, LLC and Apollo Emerging Markets, LLC.
10.4.2	Master Sub-Advisory Agreement Addendum One, dated as of November 24, 2015, between Athene Asset Management L.P. and Apollo Emerging Markets, LLC.
10.4.3	Master Sub-Advisory Agreement Addendum Two, dated June 8, 2017, by and among Athene Asset Management L.P., Apollo Capital Management, L.P., Apollo Global Real Estate Management, L.P., ARM Manager LLC, Apollo Longevity, LLC and Apollo Emerging Markets, LLC.

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10.4.4	Master Sub-Advisory Agreement Addendum Three, dated June 29, 2018, by and among Athene Asset Management LLC, Apollo Capital Management, L.P., Apollo Global Real Estate Management, L.P., ARM Manager LLC, Apollo Longevity, LLC and Apollo Emerging Markets, LLC.
10.5	Amended and Restated Tax Allocation Agreement, dated as of June 1, 2015 and effective as of October 2, 2013, among Athene Annuity & Life Assurance Company, Athene Annuity and Life Company, Structured Annuity Reinsurance Company, Athene Re USA IV, Inc., Athene Life Insurance Company of New York and Athene Annuity & Life Assurance Company of New York.
10.6	Unsecured Revolving Promissory Note, dated as of May 1, 2016, among Athene USA Corporation, Athene Annuity & Life Assurance Company, Athene Annuity and Life Company, Athene Life Insurance Company and Athene Employee Services, LLC.
10.7.1	Investment Management Agreement, dated as of October 2, 2013, by and between Aviva Life and Annuity Company (now known as Athene Annuity and Life Company) and Athene Asset Management LLC.
10.7.2	Amendment One to Investment Management Agreement, effective as of November 1, 2015, by and between Athene Annuity and Life Company and Athene Asset Management, L.P.
10.8	Net Worth Maintenance Agreement, effective as of October 1, 2013, by Athene Holding, Ltd. for the benefit of Aviva Life and Annuity Company (now known as Athene Annuity and Life Company).
11	Not applicable
12	Not applicable
13	Not applicable
14	Not applicable
15	Not applicable
16	Not applicable
17	Not applicable
18	Not applicable
19	Not applicable
20	Not applicable
21	Subsidiaries of Registrant
22	Not applicable
23.1	Consent of Eversheds Sutherland (US) LLP
23.2	Consent of PriceWaterhouseCoopers LLP regarding Athene Annuity and Life Company financial statements
23.3	Consent of Legal Counsel (included in Opinion of Legal Counsel filed as Exhibit 5 hereto)
24.1	Powers of Attorney(1)
24.2	Power of Attorney for Mitra Hormozi
25	Not applicable
26	Not applicable

(1)    Previously filed on June 8, 2018 as an exhibit to the Form S-1

(b) Financial Statement Schedules are included in Part I of this registration statement.

Item 17.        Undertakings.

(a)    The undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement:

(i)To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post- effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement.

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Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from low or high end estimated offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b), if, in the aggregate, the changes in volume and price represent no more than 20 percent change in maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)If the registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration or made in any such document immediately prior to such date of first use.

(5)That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)The portion of any other free writing prospectus relating to the offering containing materials or information about the undersigned registrant or their securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)In so far as indemnification for liability arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the registrant 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 the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with

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the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Des Moines, State of Iowa, on the 1st day of April, 2019.

Athene Annuity and Life Company

(Registrant)

By: /s/ Grant Kvalheim

Grant Kvalheim

President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ *	Chief Executive Officer and Director	April 1, 2019
James R. Belardi*
/s/ Grant Kvalheim	President and Director	April 1, 2019
Grant Kvalheim
/s/ Erin C. Kuhl	Vice President, Controller and Treasurer	April 1, 2019
Erin C. Kuhl
/s/ *	Director	April 1, 2019
Martin P. Klein*
/s/ Christopher R. Welp	Executive Vice President, Insurance Operations and Director	April 1, 2019
Christopher R. Welp
/s/ *	Director	April 1, 2019
Mitra Hormozi*
/s/ *	Director	April 1, 2019
Frank Sabatini*
/s/ *	Director	April 1, 2019
Hope Taitz*
/s/ *	Director	April 1, 2019
Larry Ruisi*
/s/ Blaine Doerrfeld	*Attorney-in-Fact pursuant to Power of Attorney	April 1, 2019
Blaine Doerrfeld

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EX-1

Exhibit 1

UNDERWRITING AND DISTRIBUTION AGREEMENT

This Agreement is entered into on this [day] day of [month], [year] (“Effective Date”), by and among Athene Annuity and Life Company (“Athene Annuity”), a life insurance company organized under the laws of the State of Iowa, and Athene Securities, LLC ("Underwriter"), a corporation organized under the laws of the State of Indiana.

RECITALS

WHEREAS, Athene Annuity proposes to issue to the public certain single purchase payment index-linked annuity contracts identified on Schedule A that are more fully described in the registration statement and the prospectus hereinafter mentioned (the "Contracts");

WHEREAS, the offering of the Contracts is registered with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the “1933 Act”);

WHEREAS, Athene Annuity desires to obtain the services of Underwriter as the underwriter and distributor for the offering of the Contracts;

WHEREAS, Underwriter, a broker-dealer registered under the Securities Exchange Act of 1934 (the “1934 Act”) and a member of the Financial Industry Regulatory Authority, Inc. ("FINRA"), desires to act as underwriter on an agency basis for the offering of the Contracts; and

NOW THEREFORE, Athene Annuity and Underwriter hereby agree as follows:

1. DEFINED TERMS

a. Registration Statement – At any time while this Agreement is in effect, the currently effective registration statement filed with the SEC under the 1933 Act on the applicable prescribed form, or currently effective post-effective amendment thereto, as the case may be, for the Contracts, including financial statements included in, and all exhibits to, such registration statement or post-effective amendment. For purposes of Section 12 of this Agreement, the term “Registration Statement” means any document which is or at any time was a Registration Statement within the meaning of this Section 1(a).

b. Prospectus – At any time while this Agreement is in effect, the prospectus included within a Registration Statement, except that, if the most recently filed version of the prospectus (including any supplements thereto) filed pursuant to Rule 424 under the 1933 Act subsequent to the date on which a Registration Statement became effective differs from the prospectus included within such Registration Statement at the time it became effective, the term “Prospectus” shall refer to the most recently filed prospectus filed under Rule 424 under the 1933 Act, from and after the date on which it shall have been filed. For purposes of Section 12 of this Agreement, the term “any Prospectus” means any document which is or at any time was a Prospectus within the meaning of this Section 1(b).

2. AUTHORITY AND DUTIES

a. Athene Annuity grants Underwriter the exclusive right, subject to compliance with the registration requirements of the 1933 Act and the provisions of the 1934 Act, to serve as underwriter on an agency basis for the offering of the Contracts.

b. Underwriter shall have authority to enter into selling agreements with broker-dealers (“Selling Firms”) which are registered as broker-dealers under the 1934 Act and applicable State securities laws, licensed as insurance producers under applicable State insurance laws and, as applicable, appointed by Athene

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Annuity, with authority to sell the Contracts. Any such contractual arrangement shall require the Selling Firm and its associated persons (“Sales Representatives”) to comply with licensing, registration, suitability, best interest and sales practice standards and/or requirements applicable to their recommendations of the Contracts adopted by the SEC, FINRA, and any insurance commission or securities commission for any state or other similar jurisdiction or U.S. territory (a “State”) in which Selling Firms offer or sell the Contracts.

c. Underwriter shall use its best efforts to provide information and marketing assistance for the offering of the Contracts to Selling Firms and their Sales Representatives on a continuing basis for so long as the offering is conducted.

d. Athene Annuity shall promptly appoint Selling Firms and their Sales Representatives as may be required under applicable law of the States for such Selling Firms and their Sales Representatives to engage in solicitation activities for the Contracts.

e. Athene Annuity shall provide Underwriter access to such records, officers and employees of Athene Annuity at reasonable times as is necessary to enable Underwriter to fulfill its obligations as the underwriter under the 1933 Act for the offering of the Contracts and to perform due diligence and to use reasonable care.

3. RELATIONSHIP OF THE PARTIES

Athene Annuity and Underwriter acknowledge that in connection with the services provided by Underwriter under this Agreement, Underwriter is acting as an independent contractor and is an agent of Athene Annuity only with respect to its role as underwriter and distributor for the offering of the Contracts. Athene Annuity and Underwriter acknowledge that: directors, officers, agents and shareholders of Athene Annuity are or may be interested in Underwriter as directors, officers, shareholders, or otherwise; directors, officers, agents and shareholders of Underwriter are or may be interested in Athene Annuity as directors, officers, shareholders or otherwise; Athene Annuity may be interested in Underwriter as a shareholder or otherwise; and the existence of any such dual interest shall not affect the validity this Agreement or of any transactions hereunder except as otherwise provided by specific provisions or applicable law.

4. REPRESENTATIONS AND WARRANTIES

a. Athene Annuity represents and warrants to Underwriter as of the Effective Date of this Agreement and for so long as the offering of the Contracts is conducted that:

i. A true, complete and correct copy of the Registration Statement and Prospectus filed with the SEC prior to the Effective Date of this Agreement has been provided to Underwriter and true, complete and correct copies of any amendments or supplements to the Registration Statement and Prospectus made after the effective date of this Agreement will be promptly provided to Underwriter at the time that they are filed with the SEC;

ii. The Registration Statement as it became effective conformed, any further amendments or supplements thereto will when they become effective, and any Prospectus will when filed pursuant to Rule 424 under the 1933 Act, conform in all material respects to the requirements of the 1933 Act and the rules and regulations of the SEC under the 1933 Act, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statement or omission made in reliance upon and in conformity with information furnished in writing to Athene Annuity by Underwriter expressly for use therein;

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iii.The Contracts have been duly authorized by Athene Annuity and conform to the descriptions thereof in the Registration Statement and Prospectus and, when issued as contemplated by the Registration Statement and Prospectus, shall constitute legal, validly issued and binding obligations of Athene Annuity in accordance with their terms;

iv.Athene Annuity is validly existing as a life insurance company in good standing under the laws of the State of Iowa, with power to own its properties and conduct its business as described in the Prospectus, and has been duly qualified to transact business and is in good standing under the laws of each other jurisdiction in which it conducts any business;

v. The performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in a violation of any of the provisions of or default under any statute, indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which Athene Annuity is a party or by which Athene Annuity is bound (including Athene Annuity's charter or by-laws (or similar organizational documents) as a life insurance company, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Athene Annuity or any of its properties);

vi.There is no consent, approval, authorization or order of any court or governmental agency or body required for the consummation by Athene Annuity of the transactions contemplated by this Agreement, except such as may be required under State insurance or securities laws in connection with the distribution of the Contracts; and

vii.There are no material legal or governmental proceedings pending to which Athene Annuity is a party or of which any property of Athene Annuity is the subject (other than as set forth in the Prospectus, or litigation incident to the kind of business conducted by Athene Annuity) which, if determined adversely to Athene Annuity, would individually or in the aggregate have a material adverse effect on the financial position, surplus or operations of Athene Annuity.

b. Underwriter represents and warrants to Athene Annuity that:

i. Underwriter is a broker-dealer duly registered with the SEC pursuant to the 1934 Act, is a member of FINRA, and is registered as required with the securities laws of those States in which it conducts business as a broker-dealer;

ii. The performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms or provisions of or constitute a default under any statute, indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which Underwriter is a party or by which Underwriter is bound (including the articles of organization or operating agreement (or similar organizational documents) of Underwriter or any order, rule or regulation of any court or governmental agency or body having jurisdiction over either Underwriter or its property); and

iii.To the extent that any statements made in the Registration Statement or Prospectus, or any amendment or supplement thereto, are made in reliance upon and in conformity with written information furnished to Athene Annuity by Underwriter expressly for use therein, such statements will, when they become effective or are filed with the SEC, as the case may be, conform in all material respects to the requirements of the 1933 Act and the rules and regulations of the SEC thereunder, and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

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5. BOOKS AND RECORDS

a. Athene Annuity and Underwriter shall cause to be maintained and preserved for the periods prescribed, such accounts, books and other documents as are required of each of them by applicable laws and regulations with respect to the offering and issuance of the Contracts. Athene Annuity will prepare and maintain all books and records related to the Contracts including such books and records as Underwriter is required to maintain under the 1934 Act, as applicable. For the purposes of this Agreement, books and records maintained for Underwriter will be deemed to be the property of Underwriter and will be subject to examination by the SEC in accordance with the 1934 Act. Each party shall furnish to the other party such reports as may be reasonably requested by the other party for the purpose of meeting the reporting and recordkeeping requirements applicable to the other party.

b. Subject to applicable SEC or FINRA restrictions or guidance, Athene Annuity shall send confirmations of transactions in the Contracts to each owner of a Contract indicating such confirmation is being sent on behalf of the Selling Firm designated as agent-of-record for such Contract acting in its capacity as agent for Athene Annuity. Athene Annuity shall keep copies of such confirmations and records of transactions and shall make them available to Underwriter upon request.

6. SALES MATERIALS

a. Underwriter shall utilize the currently effective Prospectus in connection with its underwriting, marketing and distribution efforts. As to other types of sales material (including free writing prospectuses) whether created by Underwriter or Athene Annuity, Underwriter shall use such materials only if: (i) such materials have been approved in writing by Athene Annuity for use in the marketing and distribution of the Contracts; (ii) such materials comply with content standards under the laws, rules and regulations applicable to the offering of the Contracts; and (iii) applicable regulatory filing requirements have been satisfied. Underwriter shall require Selling Firms to agree to use only those sales materials (including free writing prospectuses) which have been authorized for use by Athene Annuity.

b. Underwriter shall not distribute any Prospectus, sales literature (including free writing prospectuses) or any other printed matter or material used in the underwriting and distribution of any Contract if, to the knowledge of Underwriter, any of the foregoing misstates the duties, obligations or liabilities of Athene Annuity or Underwriter.

7. COMPENSATION AND EXPENSES

a. Athene Annuity shall pay compensation to Underwriter in such amount as to meet all of Underwriter’s obligations to Underwriter’s associated persons and to Selling Firms with respect to all payments for the Contracts issued by Athene Annuity, it being understood that at Underwriter’s direction, Athene Annuity may pay the compensation to Underwriter’s associated persons and to Selling Firms as paying agent on behalf of Underwriter as a purely ministerial service.

b. Athene Annuity will pay or cause to be paid:

i. Registration fees for registering the Contracts under the 1933 Act;

ii. The expenses, including counsel fees, of preparing a Registration Statement, Prospectus and such other documents as Athene Annuity believes are necessary for registering the Contracts with the SEC and such States as are deemed necessary or appropriate;

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iii.Expenses incident to preparing amendments or supplements to the Registration Statement or Prospectus;

iv.Expenses for preparing and printing all Registration Statements, Prospectuses and sales materials and the expense of supplying them to the applicants for the Contracts;

v. Expenses incident to the issuance of its Contracts; and

vi.Expenses incident to the preparation and mailing of notices and reports.

8. ANTI-MONEY LAUNDERING COMPLIANCE

The parties shall comply with applicable anti-money laundering laws, regulations, rules and government guidance, including the reporting, record keeping and compliance requirements of the Bank Secrecy Act (“BSA”), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act (the “Patriot Act”), its implementing regulations, and related SEC rules, including without limitations, Customer Identification Program (“CIP”) rules. Further, the parties shall comply with the economic sanctions programs administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”). To the extent required by applicable law, the parties will promptly notify one another whenever suspicious activity or OFAC matches are detected.

9. SAFEGUARDING OF PERSONAL INFORMATION

The parties each affirm that they have procedures in place reasonably designed to protect the privacy of Customer Confidential Information and will maintain such information they acquire pursuant to this Agreement in confidence and in accordance with all applicable privacy laws. “Customer Confidential Information” includes, by way of example and not limitation, all client-related information (including the names, addresses, telephone numbers, social security numbers and account numbers of such referred clients, as well as non-public personal information of such clients) that the parties receive. Notwithstanding the foregoing, each party shall have the right to use or disclose Customer Confidential Information: (i) to the full extent required to comply with applicable laws or requests of regulators; (ii) as necessary in connection with the party’s audit, legal, compliance or accounting procedures; (iii) as necessary or permitted by applicable laws in the ordinary course of business under this Agreement; (iv) as authorized by a customer; and (v) to protect against or prevent fraud. Customer Confidential Information does not include (i) information which is now generally available in the public domain or which in the future enters the public domain through no fault of the receiving party; (ii) information that is disclosed to the receiving party by a third party without violation by such third party of an independent obligation of confidentiality of which the receiving party is aware; or (iii) information that the disclosing party consents in writing that the receiving party may disclose.

10. LEGAL AND REGULATORY ACTIONS

a. Athene Annuity and Underwriter shall notify the other promptly of any substantive complaint received by either party with respect to Athene Annuity, Underwriter or any respective representative or employee with respect to any Contract. The parties shall cooperate in investigating such complaint and any response by either party to such complaint shall be sent to the other party for written approval not less than five business days prior to its being sent to the customer or any regulatory authority, except that if a more prompt response is required, the proposed response shall be communicated by telephone or facsimile. In any event, neither party shall release any such response without the other party’s prior written approval.

b. Athene Annuity and Underwriter shall notify the other upon the happening of any material event, if known by such notifying party, which makes untrue any material statement made in the Registration

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Statement or Prospectus or which requires the making of a change therein in order to make any statement made therein not materially misleading. In addition, Athene Annuity shall notify Underwriter immediately or in any event as soon as possible under the circumstances of the following:

i. If Athene Annuity becomes aware that any Prospectus, sales literature or other printed matter or material used in marketing and distributing any Contract contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading;

ii. Of any request by the SEC for any amendment to a Registration Statement, for any supplement to the Prospectus, or for additional information;

iii.Of the issuance by the SEC of any “stop order” with respect to a Registration Statement or any amendment thereto, or the initiation of any proceedings for that purpose or for any other purpose relating to the registration and/or offering of the Contracts;

iv.Of any event of the Contracts’ noncompliance with the applicable requirements of federal tax law or regulations, rulings, or interpretations thereunder that could jeopardize the Contracts’ status as annuity or life insurance contracts, as applicable;

v. Of any change in applicable insurance laws or regulations of any State materially adversely affecting the insurance status of the Contracts or Underwriter’s obligations with respect to the distribution of the Contracts; and

vi.Of any loss or suspension of the approval of the Contracts or distribution thereof by a State securities commission or State insurance commission, any loss or suspension of Athene Annuity’s certificate of authority to do business or to issue annuity contracts in any State, or of the lapse or termination of the Contracts’ registration, approval or clearance in any State.

c. Athene Annuity and Underwriter shall notify the other in writing upon being apprised of the institution of any proceeding, investigation or hearing involving the offer or sale of the Contracts. Athene Annuity and Underwriter shall cooperate fully in any securities or insurance regulatory investigation or proceeding or judicial proceeding arising in connection with the offering, sale or distribution of the Contracts distributed under this Agreement.

11. TERMINATION

a. This Agreement shall terminate automatically upon its assignment by either party to another person unless the other party has consented to the assignment.

b. This Agreement shall terminate without the payment of any penalty by either party upon sixty (60) days' advance written notice.

c. This Agreement shall terminate at the option of Athene Annuity upon institution of formal proceedings against Underwriter by FINRA or by the SEC, or if Underwriter or any representative thereof at any time:

i. Employs any device, scheme, artifice, statement or omission to defraud any person;

ii. Fails to account and pay over promptly to Athene Annuity money due it according to Athene Annuity's records; or

Page 6

iii.Violates the conditions of this Agreement.

12. INDEMNIFICATION

a. Athene Annuity shall indemnify and hold harmless Underwriter and any of its officers, directors, employees or agents, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which Underwriter and/or any such person may become subject, under any statute or regulation, any FINRA rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities:

i. arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made, contained in any (i) Registration Statement or in any Prospectus or (ii) blue-sky application or other document executed by Athene Annuity specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any State; provided that Athene Annuity shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon information furnished in writing to Athene Annuity by Underwriter specifically for use in the preparation of any such Registration Statement or any such blue-sky application or any amendment thereof or supplement thereto; or

ii. result from any material breach by Athene Annuity of any provision of this Agreement.

This indemnification agreement shall be in addition to any liability that Athene Annuity may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.

b. Underwriter shall indemnify and hold harmless Athene Annuity and any of its officers, directors, employees or agents, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which Athene Annuity and/or any such person may become subject under any statute or regulation, any FINRA rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities:

i. arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances in which they were made, contained in any (i) Registration Statement or in any Prospectus, or (ii) blue-sky application or other document executed by Athene Annuity specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any State; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by Underwriter to Athene Annuity specifically for use in the preparation of any such Registration Statement or any such blue-sky application or any amendment thereof or supplement thereto;

Page 7

ii. result because of any use by Underwriter or any representative of Underwriter of promotional, sales or advertising material not authorized by Athene Annuity or any verbal or written misrepresentations by Underwriter or any representative of Underwriter or any unlawful sales practices concerning the Contracts by Underwriter or any representative of Underwriter under federal securities laws or FINRA Rules; or

iii.result from any material breach by Underwriter of any provision of this Agreement.

This indemnification shall be in addition to any liability that Underwriter may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.

c. Promptly after receipt by a party entitled to indemnification (“indemnified person”) under this Section 12 of notice of the commencement of any action as to which a claim will be made against any person obligated to provide indemnification under this Section 12 (“indemnifying party”), such indemnified person shall notify the indemnifying party in writing of the commencement thereof as soon as practicable thereafter, but failure to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to the indemnified person otherwise than on account of this Section 12. The indemnifying party will be entitled to participate in the defense of the indemnified person but such participation will not relieve such indemnifying party of the obligation to reimburse the indemnified person for reasonable legal and other expenses incurred by such indemnified person in defending himself or itself.

The indemnification provisions contained in this Section 12 shall remain operative in full force and effect, regardless of any termination of this Agreement. A successor by law of Underwriter or Athene Annuity, as the case may be, shall be entitled to the benefits of the indemnification provisions contained in this Section 12.

13. LIMITATION OF LIABILITY

In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of Underwriter (and its officers, directors, agents, employees, controlling persons and any other person or entity affiliated with Underwriter or retained by it to perform or assist in the performance of its obligations under this Agreement), Underwriter shall not be subject to liability to Athene Annuity or for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates.

14. NOTICE

Any notice, request, instruction or other document to be given hereunder by either party hereto to the other shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, as set forth below:

If to Athene Annuity:            President

Athene Annuity and Life Company

Legal and Compliance Department

7700 Mills Civic Parkway

West Des Moines, IA 50266

Page 8

If to Underwriter:                President

Athene Securities, LLC

Legal and Compliance Department

7700 Mills Civic Parkway

West Des Moines, IA 50266

15. GENERAL PROVISIONS

a. This Agreement and any matters related to this Agreement shall be governed by the laws of the State of Iowa without regard to principles of conflict of laws that would result in the application of any law other than the laws of the State of Iowa.

b. This Agreement, along with any Schedules attached hereto, may be amended from time to time by the mutual agreement and consent of the undersigned parties.

c. In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[Signature Page Follows]

Page 9

IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be duly executed by their authorized persons, to be effective as of the date set forth above.

ATHENE ANNUITY: Athene Annuity and Life Company	UNDERWRITER: Athene Securities, LLC
By: /s/ Ryan Berends Name: Ryan Berends Title: Vice President, Product Development Date: 3/27/19	By: /s/ Chad M. Batterson Name: Chad M. Batterson Title: President and FINOP Date: 3-27-19

SCHEDULE A

1. Athene Amplify – Single Purchase Payment Index-Linked Annuity Contract

Page 10

EX-4.1

Athene Annuity and Life Company

Exhibit 4.1

Single Purchase Payment Index-Linked Deferred Annuity Contract

• Periodic income commencing on Annuity Date.

• The values of this Contract may be affected by an external index; however, this Contract does not directly participate in any stock or equity investments.

• Option to change Annuity Date.

• Non-Participating.

Athene Annuity and Life Company will make the payments and provide the benefits described in this Contract in consideration for the payment by the Owner of the Purchase Payments when due.

The Company will pay the Death Benefit to the Beneficiary as provided in this Contract if: (1) any Owner dies prior to the Annuity Date, or (2) any Owner is a non-natural person and any Annuitant dies prior to the Annuity Date.

This is a legal contract between the Owner and Athene Annuity and Life Company.

The Company holds reserves for guarantees under this Contract in a separate account. The assets in the Separate Account will not be chargeable with liabilities arising out of any other business that the Company may conduct.

Contractual benefits and values for Index-Linked Segment Options are variable, may increase or decrease, and are not guaranteed as to a fixed dollar amount.

Please read Your Contract carefully. It includes the provisions both on the pages within and on any Riders or Endorsements which are attached. If You, as the Owner, are not satisfied with Your Contract, You may return it to the Company or to the financial professional from whom Your Contract was purchased within {20} days following its receipt, and the Purchase Payment paid, less any Withdrawals, will be refunded, and Your Contract will be cancelled. This is referred to as the “Right to Cancel Period”.

/s/Grant Kvalheim/s/ Blaine T. Doerrfeld

Grant Kvalheim                    Blaine T. Doerrfeld

President                    Secretary

Administrative Office:    Home Office:

Mail Processing Center 7700 Mills Civic Pkwy

P.O. Box 1555    West Des Moines, IA 50266-3862

Des Moines, IA 50306-1555 (888) 266-8489

(888) 266-8489

RIA I (05/19)RIA I (05/19)

Athene Annuity and Life Company

Exhibit 4.1

Table of Contents

		Page
	Contract Schedule	1
	Annuity Tables	1
1.	Definitions	3
	Administrative Office	3
	Annuitant, Joint Annuitant	3
	Annuity Date	3
	Beneficiary(ies)	3
	Business Day	3
	Company, We, Us, Our	3
	Contract Anniversary	3
	Contract Date	3
	Contract Year	3
	Holding Account	4
	Index or Indices	4
	Index-Linked Segment Option	4
	Notice, Notify, Notifying	4
	Owner	4
	Segment Allocation Percentage	4
	Segment Options	4
	Segment End Date	4
	Segment Start Date	4
	Segment Term Period	4
	Separate Account	5
	Strategy Endorsements	5
	Withdrawal	5
	You, Your	5
2.	General Provisions	5
	Annuity Payments	5
	Assignment	6
	Change of Annuitant	6
	Change of Beneficiary	6
	Contract	6
	Conformity with Applicable Laws	6
	Incontestability	6
	Misstatement of Age or Gender	7
	Ownership	7
	Premium Taxes	7
	Statements	7
3.	Purchase Payment and Contract Value	7
	Purchase Payment	7
	Contract Value	7
	Interim Value	7
	Segment Value	8

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Athene Annuity and Life Company

Exhibit 4.1

	Segment Interim Value	8
	Segment Credits	8
	Segment Allocation	8
	Transferred Purchase Payment	8
4.	Cash Surrender Value and Withdrawals	8
	Cash Surrender Value	8
	Withdrawal Charge	9
	Withdrawal Charge Period	9
	Withdrawals, Free Withdrawals	9
	Required Minimum Distribution Withdrawals	10
5.	Death Provisions	10
	Death Benefit	10
	Beneficiary	10
	Death of an Annuitant prior to the Annuity Date	11
	Death of an Owner prior to the Annuity Date	11
	Death on or after the Annuity Date	11
6.	Settlement Options	12
	Election of Option	12
	Settlement Options	12
	Option 1: Life Annuity	12
	Option 2: Life Annuity with Guaranteed Period	12
	Option 3: Installment Refund Life Annuity	12
	Option 4: Joint and Last Survivor Annuity	13
	Option 5: Fixed Period Annuity	13
7.	Termination	13

For information, or to make a complaint regarding Your Contract, call: {1-888-266-8489}

RIA I (05/19)                    Page ii                     RIA I (05/19)

Athene Annuity and Life Company

Exhibit 4.1

1. Definitions

In addition to the terms defined throughout this Contract, the following terms have the respective meanings described in this section:

Administrative Office

Our Administrative Office is shown on the front of this Contract. We may change Our Administrative Office by notifying You in writing.

Annuitant, Joint Annuitant

The Annuitant is the natural person named on the Contract Schedule. The Annuitant is the person whose life determines the annuity payments made under Your Contract. We will allow You to name two natural persons on the application to serve as Joint Annuitants. If there is a Joint Annuitant, the Joint Annuitant must be the Annuitant’s spouse.

Annuity Date

The Annuity Date is the date on which annuity payments will begin. The Annuity Date is the date shown on the Contract Schedule and is the Contract Anniversary on or first following the later of the Annuitant's age 95, or the 10th Contract Anniversary, unless modified by any Rider or Endorsement. In the case of Joint Annuitants, the Annuity Date will be set based on the age of the older Joint Annuitant. You may select an earlier Annuity Date, which may be any time after the Contract Date, by Notice provided to Us. The revised Annuity Date must be at least 10 days after our receipt of Your Notice.

Beneficiary(ies)

The Beneficiary is the person(s) or entity(ies) named by the Owner to receive the Death Benefit.

Business Day

Business Day means any day of the week except for Saturday, Sunday and U.S. Federal holidays where U.S. stock exchanges are closed.

Company, We, Us, Our

Company, We, Us and Our refers to Athene Annuity and Life Company.

Contract Anniversary

A Contract Anniversary is any twelve-month anniversary of the Contract Date. For example, if the Contract Date is January 10, 2018, then the first Contract Anniversary is January 10, 2019.

Contract Date

The Contract Date is the date Your Contract is issued and is shown on the Contract Schedule.

Contract Year

A Contract Year is the twelve-month period that begins on the Contract Date and each Contract Anniversary. For example, if the Contract Date is January 17, 2018, then the first Contract Year is the twelve-month period between January 17, 2018 and January 16, 2019.

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Athene Annuity and Life Company

Exhibit 4.1

Holding Account

The Holding Account is an account that holds the Purchase Payment until it is allocated to the applicable Segment Options according to the Segment Allocation Percentages selected by the Owner. Interest is credited daily to the Holding Account in accordance with the Holding Account Fixed Interest Rate. The Holding Account Fixed Interest Rate is an annual rate that is shown on the Segment Contract Schedule and is guaranteed not to change.

Index or Indices

Index or Indices means the index or indices shown on the Segment Contract Schedule, which are used in the calculation of the Segment Credits for an Index-Linked Segment Option.

Index-Linked Segment Option

Index-Linked Segment Option means any Segment Option that calculates Segment Credits based on one or more underlying indices (excludes Fixed Segment Options).

Notice, Notify, Notifying

Notice, Notify and Notifying means requests and information that You sign and We receive and accept at Our Administrative Office, in any form offered by and acceptable to Us.

Owner

Owner means the Contract owner named in the application or their successor or assignee if You provide Notice that ownership has been assigned and the Company has acknowledged the assignment. If no owner is named on the application, the Annuitant will be the Owner. If Joint Owners are named, all references to Owner shall mean the Joint Owners. Joint Owners must be spouses.

Segment Allocation Percentage

A Segment Allocation Percentage is the percentage of the Purchase Payment applied to each Segment Option.

Segment Options

A Segment Option is a method for crediting funds to your Contract. It includes a Segment Term Period and an Index, if applicable. There may be several Segments Options available within any Strategy Endorsement. The Segment Options available on the first available Segment Start Date following Your Contract Date are shown on the Contract Schedule. You may transfer funds across available Segment Options in accordance with the provisions of the Transferred Purchase Payment section of this Contract.

Segment End Date

A Segment End Date is the last day of a Segment Term Period. The Segment Credit for Index-Linked Segment Options is calculated on the Segment End Date. The Segment End Date coincides with the next Segment Start Date.

Segment Start Date

The Segment Start Date is the first date of the Segment Term Period. The day and month on which any Segment Start Date falls will always be the day and month shown in the Segment Contract Schedule.

Segment Term Period

The Segment Term Period for each Segment Option is shown on the Segment Contract Schedule. The Segment Term Period ends on the Segment End Date. Upon expiration of each Segment Term Period, a new Segment Term Period will begin.

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Athene Annuity and Life Company

Exhibit 4.1

Separate Account

The Separate Account is the segregated account, established by the Company under Iowa Law, in which we hold reserves for our guarantees under the Contract and our other general obligations. The portion of the assets of the Separate Account equal to the reserves and other Contract liabilities with respect to the Separate Account will not be chargeable with liabilities arising out of any other business we may conduct. You do not participate in the performance of assets held in the Separate Account and do not have any direct claim on them. The Separate Account is not registered under the Investment Company Act of 1940.

Strategy Endorsements

Strategy Endorsements are separate documents that include additional terms of Your Contract.

Withdrawal

Unless otherwise specified, a Withdrawal is the removal of funds from Your Contract, including a partial withdrawal, a surrender of Your Contract, payment of a Death Benefit, or the application of the Interim Value to a Settlement Option. Withdrawal refers to the amount of Contract Value withdrawn for such benefits, prior to the application of Withdrawal Charges, Interest Adjustments, and Equity Adjustments. We do not treat the deduction of the Segment Fee as a Withdrawal.

You, Your

You and Your refers to the Owner.

2. General Provisions

Annuity Payments

Annuity payments will commence on the Annuity Date if:

• all Owners are natural persons and all the Owners and at least one Annuitant are alive on the Annuity Date; or

• if any Owner is a non-natural person and all Annuitants are alive on the Annuity Date.

Annuity payments will be paid to You or a payee You designate in accordance with the terms and conditions of the Settlement Option elected by the Owner, or if no Settlement Option is elected, in accordance with the terms and conditions of this Annuity Payments provision. In order to receive payments, an Annuitant must be living on the Annuity Date and on the date that each following payment is due, if applicable, under the terms of the elected annuity Settlement Option or the payment provisions below, if applicable. “Settlement Options” are the methods of distribution described in the Settlement Options section of Your Contract. We may require proof of the correct age and gender of an Annuitant before making annuity payments.

An election of a Settlement Option must be made in writing by the Owner and is irrevocable on or after the Annuity Date. If a Settlement Option has not been elected prior to the Annuity Date, one of the following two payment provisions will apply:

• If there is one living Annuitant on the Annuity Date, the Interim Value of Your Contract will be applied to provide annuity payments for the longer of the lifetime of the Annuitant or five years; or

RIA I (05/19)                    Page 5                     RIA I (05/19)

Athene Annuity and Life Company

Exhibit 4.1

• If there are two living Joint Annuitants on the Annuity Date, the Interim Value of Your Contract will be applied to provide annuity payments in the same monthly amount for the longer of the lifetimes of both Joint Annuitants or five years.

Assignment

To the extent allowed by state law, We reserve the right to refuse our consent to any assignment at any time on a nondiscriminatory basis if the assignment would violate or result in noncompliance with any applicable state or federal law or regulation. Unless otherwise restricted by Endorsement, You may request to assign or transfer Your rights under the Contract by Notifying Us. We will not be bound by an assignment until We acknowledge it. If Your Contract is assigned, the assignment will take effect on the date the Notice was signed; however, the assignment is subject to any action taken by Us before receipt of the Notice. We have no liability under any assignment for Our actions or omissions done in good faith. In addition, We shall not be liable for any tax consequences You may incur due to the assignment of Your Contract.

Change of Annuitant

Prior to the Annuity Date, You may change the Annuitant by Notifying Us. A change will take effect as of the date You signed the Notice. The Annuitant may not be changed in a Contract which is owned by a non-natural person, unless the Contract is being continued by a surviving spouse as sole Beneficiary in which case the surviving spouse Beneficiary will become the Annuitant. The Annuitant cannot be changed on or after the Annuity Date.

Change of Beneficiary

Prior to the date the Death Benefit becomes payable, You may change a Beneficiary by Notifying Us. You may name one or more contingent Beneficiaries. The interest of any named irrevocable Beneficiary cannot be changed without the consent of such Beneficiary. A change will take effect as of the date You signed the Notice. Any change is subject to payment or other action taken by Us before the Notice was received by Us.

Contract

This Contract, including the Contract Schedule, the Segment Contract Schedule, the attached application, if any, and any attached Endorsements, Riders or signed amendments constitute the entire Contract. No one except the President or Secretary of the Company may change or waive any of the terms of this Contract. Any change must be in writing and signed by the President or the Secretary of the Company.

Conformity with Applicable Laws

The benefits and Cash Surrender Value available under Your Contract are not less than the minimum benefits required by statute or regulation as of the Contract Date in the state in which Your Contract is issued. Notwithstanding any provision in Your Contract to the contrary, all distributions under Your Contract must be made in accordance with the applicable requirements of Section 72(s) of the Internal Revenue Code, as amended, or Section 401(a)(9), as amended, as applicable, and all terms of Your Contract will be interpreted consistently with the requirements of Section 72(s) or Section 401(a)(9), as applicable.

Incontestability

All statements made in the application are considered representations and not warranties. The validity of Your Contract will not be contestable.

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Athene Annuity and Life Company

Exhibit 4.1

Misstatement of Age or Gender

If the age of an Owner or Annuitant has been misstated and this Contract was issued after the Maximum Issue Age, We will refund the Purchase Payment paid less any prior Withdrawals or distributions and We will void this Contract. The Maximum Issue Age is shown on the Contract Schedule.

If the age or gender of an Annuitant has been misstated, the amount We will pay will be that which the Purchase Payment paid would have purchased if the correct age and gender had been stated. Age will be calculated as the age at the last birthday of that Annuitant. Any underpayments made by Us will be immediately paid in one sum with interest compounded at the rate of 1.00% per year. Any overpayments made by Us will be charged against the next succeeding annuity payment or payments with interest compounded at the rate of 1.00% per year.

Ownership

All rights described in Your Contract may be exercised by You subject to the rights of:

• any assignee of record with Us; and

• any irrevocably named Beneficiary.

You may change an Owner by Notifying Us. We will not be bound by an assignment until We acknowledge it. A change will take effect as of the date You signed the Notice, unless You specify otherwise, subject to any payments made or actions taken by Us prior to receipt of this Notice. We shall not be liable for any tax consequences You may incur due to a change of the Owner designation.

Premium Taxes

Your state may charge Us a premium tax for Your Contract. We may deduct the amount of such tax from Your Purchase Payments when Your Purchase Payments are received, or from the Contract Value of Your Contract upon:

• any Withdrawal from Your Contract; or

• the surrender of Your Contract; or

• the election of a Settlement Option; or

• the payment of a Death Benefit.

Statements

We will furnish annually, and at any time upon Your request, a statement reflecting Contract activity and values.

3. Purchase Payment and Contract Value

Purchase Payment

The “Purchase Payment” is the amount We receive for Your Contract, as shown on the Contract Schedule, and is due on the Contract Date. We may limit the amount of Purchase Payment that We will accept for Your Contract to $1,000,000 without prior Home Office approval, and no Purchase Payment will be accepted after the Contract Date.

Contract Value

The “Contract Value” at any time is equal to the sum of the Segment Values.

Interim Value

The “Interim Value” at any time is equal to the sum of the Segment Interim Values.

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Athene Annuity and Life Company

Exhibit 4.1

Segment Value

The “Segment Value” of a Segment Option at any time is determined based on the provisions of the applicable Strategy Endorsement.

Segment Interim Value

The “Segment Interim Value” of a Segment Option at any time is determined based on the provisions of the Interim Value Endorsement.

Segment Credits

The dollar amounts we credit to each Segment Option under this Contract are called “Segment Credits.” Segment Credits will be calculated for a Segment Option based on the provisions of the applicable Strategy Endorsement.

Segment Allocation

On the Contract Date, the Purchase Payment will be credited to the Holding Account. The Holding Account will be transferred to the Segment Options on the Segment Start Date based on the Segment Allocation Percentages selected by the Owner. The Segment Allocation Percentages selected for each Segment Option must be a whole percentage ranging from 0% to 100%. The sum of the Segment Allocation Percentages must equal 100%.

Transferred Purchase Payment

At the end of each new Segment Term Period prior to the Annuity Date, You may elect to transfer some or all of the Segment Value from one of Your Contract’s Segment Options into one or more of Your Contract’s other Segment Options, subject to any transfer limitations specified in Your Contract’s Strategy Endorsements. Each Segment Option involved in such transfers must be at the end of a Segment Term Period. We will notify You at least {15} days prior to the Segment End Date of the Cap Rates, Participation Rates, {Annual Spread,} and Annual Interest Rates applicable to available Segment Options for the next Segment Term Period. Cap Rates, Participation Rates, {Annual Spread,} and Annual Interest Rates are defined in the applicable Strategy Endorsements.

The amount transferred is referred to as Transferred Purchase Payment. To elect such a transfer, You must Notify Us at least two Business Days before the Segment End Date on which the transfer is to be made. Your Notice must specify the Segment Options to which each transfer is to be made. You must also specify the amount that is to be transferred, either as a total dollar amount or as a whole percentage of the Segment Value of the Segment Option from which the funds are being transferred.

For any transfer request We receive where the amount to be transferred represents a percentage of a known or unknown value, We will use Our best efforts to determine the amount that must be transferred from each Segment Option in order to satisfy the intent of Your original request.

4. Cash Surrender Value and Withdrawals

Cash Surrender Value

On or before the Annuity Date and before the date the Death Benefit becomes payable under this Contract, You may surrender Your Contract for the Cash Surrender Value, by making a request to Our Administrative Office.

The “Cash Surrender Value” is the Interim Value adjusted for any applicable Withdrawal Charge.

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Athene Annuity and Life Company

Exhibit 4.1

Withdrawal Charge

A “Withdrawal Charge” is the charge that We assess when You surrender the Contract or make a partial withdrawal. The amount of the Withdrawal Charge is assessed on the Contract Value for any amount withdrawn based on the percentage shown on the Contract Schedule that varies by Contract Year. The Withdrawal Charge does not apply to the Free Withdrawal Amount.

Withdrawal Charge Period

The “Withdrawal Charge Period” means the Contract years during which you pay a Withdrawal Charge on any amount withdrawn. The Withdrawal Charge Period ends when the Withdrawal Charge Rate declines to 0% in the Withdrawal Charge Rate Schedule set forth in your Contract Schedule.

Withdrawals, Free Withdrawals

On or before the Annuity Date and before the date the Death Benefit becomes payable under this Contract, You may request a Withdrawal from Your Contract. The Withdrawal amount cannot be greater than the Cash Surrender Value. All Withdrawals will be subject to an Interest Adjustment and an Equity Adjustment. The “Interest Adjustment” is a positive or negative adjustment that reflects changes in interest rates related to the fixed income assets purchased in support of the Contract. The “Equity Adjustment” is a positive or negative adjustment that reflects changes in economics related to the Index.

The Interest Adjustment and Equity Adjustment on any date are determined based on the provisions of the Interim Value Endorsement.

Unless You direct otherwise, all partial withdrawals will be taken first from the Fixed Segment Options (shown on the Segment Contract Schedule), beginning with the Fixed Segment Option with the shortest Segment Term Period. To the extent there are not enough funds in the Fixed Segment Options to cover the entire Withdrawal, We will deduct the remaining balance from the other Segment Options in which You have funds, beginning with Segment Options that have the shortest Segment Term Period. If You have multiple Segment Options with the same Segment Term Period, We will deduct the remaining balance pro rata across those Segment Options.

A “Free Withdrawal” is a withdrawal amount on which no Withdrawal Charges apply. The Free Withdrawal amount available to You in the first Contract Year will be equal to the Free Withdrawal Percentage multiplied by the Purchase Payment. In subsequent Contract Years, the Free Withdrawal amount available to You will be equal to the Free Withdrawal Percentage multiplied by the Contract Value as of the Contract Anniversary on the first day of that Contract Year. The “Free Withdrawal Percentages” are shown on the Contract Schedule. Any unused portion of the Free Withdrawal amount for a Contract Year cannot be carried over to the following Contract Year.

If the amount of a withdrawal in any Contract Year exceeds the Free Withdrawal amount for that Contract Year, the excess withdrawal will be subject to any applicable Withdrawal Charge. If you surrender Your Contract, a Withdrawal Charge will be applied to any Free Withdrawal previously taken during the same Contract Year.

To take a withdrawal from Your Contract, You must Notify Us. The minimum amount that You may request to be withdrawn from Your Contract at any time is $500. If you request a withdrawal that causes the Contract Value to be less than $2,000, We will treat your request as a surrender of Your Contract.

We reserve the right to pay withdrawal amounts directly to You.

RIA I (05/19)                    Page 9                     RIA I (05/19)

Athene Annuity and Life Company

Exhibit 4.1

We may defer payment of any withdrawals of any type from Your Contract for up to six months if the insurance regulatory authority of the state in which Your Contract was issued approves such deferral.

Required Minimum Distribution Withdrawals

This provision applies only if Your Contract is subject to the minimum distribution requirements under Internal Revenue Code Section 401(a)(9), such as if this Contract is a contract issued in connection with a qualified plan under Section 401(a), a Section 403(b) contract, an individual retirement annuity contract under Section 408, or a Roth IRA under Section 408A.

Any withdrawal of a required minimum distribution under Section 401(a)(9) with respect to this Contract, as calculated by Us, will not be subject to Withdrawal Charges. Any required minimum distribution withdrawal amount includes and is not in addition to the Contract's Free Withdrawal amount. If the Owner surrenders the Contract, a Withdrawal Charge will be applied to any Free Withdrawal previously taken during the same Contract Year, including any required minimum distribution Withdrawals. Required minimum distributions will incur a Withdrawal Charge if You previously took a Withdrawal in the same Contract Year to satisfy the required minimum distribution requirement. In this circumstance, You must wait until the next Contract Anniversary to take Your required minimum distribution free of Withdrawal Charges.

5. Death Provisions

Death Benefit

The Death Benefit will be equal to the Interim Value. The Death Benefit will be calculated as of the date of death. Withdrawal Charges will not be applied in determining the Death Benefit payable to your Beneficiary. If applicable law requires the payment of interest on the Death Benefit, the Death Benefit will earn interest at a rate and in the manner required by law. The Death Benefit must be paid in a manner that complies with the applicable requirements of Section 72(s) of the Internal Revenue Code.

Before We will pay the Death Benefit, We must receive proof of death at Our Administrative Office in a form and manner satisfactory to Us, which includes:

• proof of death while the Contract was in effect;

• Our claim form properly completed from each Beneficiary, as applicable; and

• any other documents required by law.

Beneficiary

The following rules apply unless otherwise permitted by Us in accordance with applicable law:

• No Beneficiary has any rights in Your Contract until the Beneficiary is entitled to the Death Benefit. If the Beneficiary, including an irrevocable Beneficiary, dies before that time, all rights of that Beneficiary will end at their death.

• If no Beneficiary has been named or if no Beneficiary is alive at the time the Death Benefit is payable, then the Beneficiary is the estate of the deceased Owner or Annuitant whose death caused the Death Benefit to be payable. If the death of both Joint Annuitants or Joint Owners, if applicable, occurs simultaneously, the estates of both will be the Beneficiary in equal shares. This paragraph does not apply if there is a named Beneficiary and such Beneficiary is an entity.

RIA I (05/19)                    Page 10                     RIA I (05/19)

Athene Annuity and Life Company

Exhibit 4.1

• If You have not designated how the Death Benefit is to be distributed and two or more Beneficiaries are entitled to the Death Benefit, the surviving Beneficiaries and any Beneficiaries that are entities will share the Death Benefit equally.

• Unless You Notify Us otherwise, if You have designated how the Death Benefit is to be distributed and a Beneficiary dies prior to the time such Beneficiary is entitled to the Death Benefit, the portion of the Death Benefit designated to the deceased Beneficiary will be divided among the surviving Beneficiaries and Beneficiaries that are entities on a pro rata basis. In other words, each surviving Beneficiary's or each entity Beneficiary’s interest in the Death Benefit will be divided by the sum of the interests of all such surviving or entity Beneficiaries to determine the percentage each Beneficiary will receive of the deceased Beneficiary's original interest in the Death Benefit.

Death of an Annuitant prior to the Annuity Date

If the Annuitant is not an Owner and dies prior to the Annuity Date, You may designate a new Annuitant, subject to Our underwriting rules then in effect. If no designation is made within 30 days of death of the Annuitant, the younger of You or any Joint Owner will become the Annuitant.

If the Owner is a non-natural person, the death of the Annuitant will be treated as the death of the Owner and a new Annuitant may not be designated.

Death of an Owner prior to the Annuity Date

If any Owner (or, if the Owner is a non-natural person, any Annuitant) dies prior to the Annuity Date, We will pay the Death Benefit to the Beneficiary.

Upon the death of any Joint Owner, where the surviving spouse is the surviving Joint Owner, the surviving Joint Owner will become the Beneficiary to whom the Death Benefit will be paid, and any other Beneficiary designation on record at the time of the death will be treated as a contingent Beneficiary. If the Beneficiary is a natural person, such Beneficiary may elect for the Death Benefit to be distributed over the life of the Beneficiary, or over a period not extending beyond the life expectancy of the Beneficiary, provided that We are Notified of that election within 60 days of the Death Benefit being payable and such distributions begin no later than one year after the Owner’s death.

If the Beneficiary is the deceased Owner’s surviving spouse (or, if the Owner is a non-natural person, the deceased Annuitant’s surviving spouse), the surviving spouse may elect to continue the Contract as the sole Owner in lieu of receiving the Death Benefit. This provision relating to the surviving spouse can only apply once and cannot apply a second time if the surviving spouse elects to continue the Contract, remarries and then dies.

All elections must be made by submitting the appropriate paperwork to Us.

Death on or after the Annuity Date

If an Owner dies (or an Annuitant dies where the Owner is a non-natural person) on or after the Annuity Date and before the entire interest in this Contract has been distributed, any remaining interest in this Contract will be distributed under the method of distribution being used on the date of death.

RIA I (05/19)                    Page 11                     RIA I (05/19)

Athene Annuity and Life Company

Exhibit 4.1

6. Settlement Options

Election of Option

On the Annuity Date, the Interim Value will be applied to provide annuity payments to You or a payee You designate in accordance with the applicable Settlement Option elected by the Owner or if no Settlement Option was elected, in accordance with the Annuity Payments provision. Withdrawal Charges will not be applied when You elect a Settlement Option and will not be applied to the resulting annuity payments. As stated in the Annuity Payments provision of Your Contract, an election of a Settlement Option must be made in writing by the Owner prior to the Annuity Date and is irrevocable on or after the Annuity Date.

Additionally, the Beneficiary may elect to receive the Death Benefit under one of the Settlement Options described below, subject to the satisfaction of section 72(s) of the Internal Revenue Code, as amended. Any election of a Settlement Option by a Beneficiary must be made in writing and is irrevocable on or after the date payments begin. For purposes of the Settlement Options below, the Beneficiary will be the Annuitant.

A lump sum along with a Settlement Option may be elected. The amount applied under the Settlement Option must be at least $5,000.

Payments made quarterly, semiannually or annually may be elected in lieu of monthly payments. Payments less than $100 will only be made annually.

Settlement Options

No future payments under any option except as provided in the Settlement Option or by law may be assigned or transferred.

In addition to the Settlement Options below, We may provide other options at our discretion:

Option 1: Life Annuity

Monthly payments will be made during the lifetime of the Annuitant. The monthly payments will cease on the death of the Annuitant. No payments will be due after the death of the Annuitant.

Option 2: Life Annuity with Guaranteed Period

Monthly payments will be made for the longer of the guaranteed period elected and the lifetime of the Annuitant. The guaranteed periods are 5, 10, 15 or 20 years, or any other period agreed upon in writing by Us. After the guaranteed period, monthly payments will cease on the death of the Annuitant, and no payments will be due after the death of the Annuitant. If the Annuitant dies during the guaranteed period, no payments will be due after the guaranteed period.

Option 3: Installment Refund Life Annuity

Monthly payments will be made for the Installment Refund Period and thereafter for the lifetime of the Annuitant. The Installment Refund Period is the period required for the sum of the monthly payments to equal the total amount applied under this option. After the Installment Refund Period, monthly payments will cease on the death of the Annuitant, and no payments will be due after the death of the Annuitant. If the Annuitant dies during the Installment Refund Period, no payments will be due after the Installment Refund Period.

RIA I (05/19)                    Page 12                     RIA I (05/19)

Athene Annuity and Life Company

Exhibit 4.1

Option 4: Joint and Last Survivor Annuity

Monthly payments will be made for the joint lifetime of two Annuitants and in an equal amount during the remaining lifetime of the survivor. Payments will cease on the death of the last survivor. No payments will be due after the death of the last survivor. Payments may also be made to the survivor in an amount equal to two-thirds or one-half of the payment made during the joint lifetime of the two persons.

We will furnish Annuity Settlement Option factors for Option 4 upon request.

Option 5: Fixed Period Annuity

Monthly payments will be made for the fixed period elected. Payments will cease at the end of the fixed period and no further payments will be due. The fixed period that may be elected is any period from 5 to 30 years.

Annuity Settlement Option factors for Options 1, 2, 3, and 5 are shown on the Contract Schedule.

7. Termination

Your Contract will terminate on the date on which all amounts are paid as required by Your Contract.

Single Purchase Payment Index-Linked Deferred Annuity Contract

Subject to the terms and conditions of Your Contract, periodic income commencing on the Annuity Date with the option to change the type of Settlement Option payable prior to the Annuity Date. Non-Participating.

Administrative Office:    Home Office:

Mail Processing Center    7700 Mills Civic Pkwy

P.O. Box 1555    West Des Moines, IA 50266-3862

Des Moines, IA 50306-1555    (888) 266-8489

(888) 266-8489

Contract Schedule

RIA I (05/19)                    Page 13                     RIA I (05/19)

Athene Annuity and Life Company

Exhibit 4.1

Contract Number:	{Specimen}	Purchase Payment:		${10,000.00}
Annuitant:	{John Doe}	Age:	{35}	Gender:	{Male}
{Joint Annuitant:	{Jane Doe}	Age:	{35}	Gender:	{Female}}
Owner:	{John Smith}	Age:	{75}	Gender:	{Male}
{Joint Owner:	{Jane Smith}	Age:	{75}	Gender:	{Female}}
Contract Date:	{01/10/2018}
Maximum Issue Age:	{80}
Annuity Date:	{01/10/2058}

Withdrawal Charge Rate Schedule		Free Withdrawal Percentage Schedule
{Contract Year	Rate	{Contract Year	Rate
1	8.00%	1	10.00%
2	8.00%	2	10.00%
3	7.00%	3	10.00%
4	6.00%	4	10.00%
5	5.00%	5	10.00%
6	4.00%	6	10.00%
7+	0.00%}	7+	100.00%}

Annuity Tables

The guaranteed monthly income rates for the Settlement Options are set forth in the tables below and are based on an interest rate of {1.50}% and where lifespan affects the payout, the {2012 ANB IAM Period Table developed by the Society of Actuaries, with gender-specific rates, and with 7 years of generational mortality improvement applied using Projection Scale G2}. If We are required to use the same income rates for males and females, the guaranteed monthly income rates for the Settlement Options where lifespan affects the payout assume that Annuitants are 60% female and 40% male. We may offer guaranteed monthly income rates that are more favorable than those contained in Your Contract.

Males - Option One, Two and Three Monthly Income Rates per $1,000
Period Certain & Life
Age	Life	5 Years	10 Years	15 Years	20 Years	Installment Refund
60	{3.63	3.62	3.59	3.53	3.45	3.34
65	4.19	4.18	4.12	4.01	3.85	3.76
70	4.99	4.96	4.83	4.60	4.27	4.32
75	6.19	6.09	5.77	5.25	4.59	5.06
80	8.02	7.74	6.91	5.79	4.76	6.08
85+	N/A	10.02	7.97	6.08	4.81	N/A}

CS I (05/19)    Page 1    CS I (05/19)

Athene Annuity and Life Company

Exhibit 4.1

Females - Option One, Two and Three Monthly Income Rates per $1,000
Period Certain & Life
Age	Life	5 Years	10 Years	15 Years	20 Years	Installment Refund
60	{3.46	3.45	3.43	3.39	3.33	3.23
65	3.97	3.96	3.91	3.84	3.72	3.61
70	4.68	4.65	4.56	4.39	4.13	4.12
75	5.71	5.64	5.43	5.03	4.50	4.78
80	7.29	7.11	6.51	5.62	4.72	5.69
85+	N/A	9.15	7.61	6.01	4.80	N/A}

Non gender-specific - Option One, Two and Three Monthly Income Rates per $1,000
Period Certain & Life
Age	Life	5 Years	10 Years	15 Years	20 Years	Installment Refund
60	{3.53	3.52	3.49	3.45	3.38	3.27
65	4.06	4.05	4.00	3.91	3.77	3.68
70	4.81	4.77	4.67	4.48	4.19	4.20
75	5.90	5.82	5.57	5.12	4.54	4.89
80	7.59	7.36	6.68	5.70	4.74	5.85
85+	N/A	9.51	7.77	6.04	4.80	N/A}

Option Five Monthly Income Rates per $1,000 of Proceeds
Number of Years	Monthly Payment
5	{17.28
10	8.96
15	6.20
20	4.81
25	3.99
30	3.44}

/s/ Blaine T. Doerrfeld

Blaine T. Doerrfeld

Secretary

CS I (05/19)    Page 2    CS I (05/19)

Athene Annuity and Life Company

Exhibit 4.1

CONFINEMENT WAIVER OF WITHDRAWAL CHARGES

This Endorsement

This endorsement is part of Your Contract and is subject to all terms, conditions, and provisions contained in Your Contract. Any capitalized terms not defined in this endorsement are defined in the Contract. To the extent there are any conflicts between the provisions of this endorsement and the provisions of Your Contract, the provisions of this endorsement will control. The effective date of this endorsement for new Contracts is the Contract Date and for existing Contracts is the date We issue this endorsement.

Confinement Waiver

After the {first} Contract Year and on or before the Annuity Date and before the date the Death Benefit becomes payable under the Contract, You may request a payment equal to an amount up to Your Contract’s Interim Value if, at the time of the request, all of the following requirements are met:

• any Owner, (or if the Owner is a non-natural person, any Annuitant), is confined to a Qualified Care Facility; and

• confinement continues for at least 60 consecutive days; and

• confinement begins at least {one} year{s} after the Contract Date; and

• confinement is recommended in writing by a Physician; and

• We receive the withdrawal request and the Physician's recommendation no later than 90 days following the date the confinement has ceased.

Any payment made under this provision of Your Contract will not be subject to Withdrawal Charges. Any applicable Interest Adjustment or Equity Adjustment will still apply.

A “Qualified Care Facility” means a Convalescent Care Facility, Hospice Facility or Hospital as described below:

• “Convalescent Care Facility” means an institution which: (i) is licensed by the State as a convalescent nursing facility, a qualified nursing facility, a convalescent hospital, a convalescent unit of a Hospital, an intermediate care facility, or a custodial care facility; and (ii) is primarily engaged in providing, in addition to room and board accommodations, continuous nursing service by or under the supervision of a Physician or a licensed registered nurse (R.N.); and (iii) maintains a daily record of each patient which is available for Our review; and (iv) administers a planned program of observation and treatment by a Physician (which for purposes of this provision also cannot be the proprietor or an employee of such facility) which is in accordance with existing standards of medical practice for the confinement.

Convalescent Care Facility does not mean a facility or any part of a facility used primarily for rest care, training or education, or the treatment of alcoholism or chemical dependency.

• “Hospice Facility” means an institution which provides a formal program of care for terminally ill patients whose life expectancy is less than six months, provided on an inpatient basis and directed by a Physician. It must be licensed, certified or registered in accordance with State law.

CW I (05/19)    Page 1     CW I (05/19)

Athene Annuity and Life Company

Exhibit 4.1

• “Hospital” means an institution which: (i) is licensed as a hospital and operated pursuant to law; and (ii) is primarily engaged in providing or operating (either on its premises or in facilities available to the hospital on a prearranged contractual basis and under the supervision of a staff of one or more duly licensed Physicians) diagnostic and surgery facilities for the medical care and treatment of injured and sick persons on an inpatient basis for which a charge is made; and (iii) provides 24-hour nursing service by or under the supervision of a licensed registered nurse (R.N.).

Hospital does not mean a facility or any part of a facility used primarily for rest care, training or education, or the treatment of alcoholism or chemical dependency.

“Physician” for purposes of this provision means a doctor of medicine or osteopathy legally authorized to practice medicine by the State in which he/she performs such function. The Physician cannot be You, an Annuitant, a Beneficiary, or a member of Your, an Annuitant’s, or a Beneficiary’s immediate family, including a husband, wife, domestic partner, civil union partner, child, sibling, parent, grandparent, grandchild, cousin, aunt, uncle, niece, nephew and any of their spouses, domestic partners or civil union partners. “State” for purposes of this provision means each state of the United States of America, as well as the District of Columbia, the Commonwealth of Puerto Rico, the Virgin Islands, Guam and American Samoa.

We reserve the right to obtain, at any time, an additional opinion or an examination of the ill Owner from a Physician that we designate at Our expense. Should this opinion differ from that of the ill Owner’s Physician, the opinion of Our Physician will prevail.

This provision will terminate upon the change or addition of an Owner (or if the Owner is a non-natural person and the Annuitant is changed or an additional Annuitant is added), except through continuation of the Contract by the surviving spouse.

Denial of Waiver

If a waiver claim is denied by Us, the withdrawal will not be disbursed until the Owner is notified of the denial and provided the opportunity to accept or reject the withdrawal proceeds after any Withdrawal Charge.

Termination

Termination of this Contract shall not prejudice the waiver of any Withdrawal Charges while this Confinement Waiver was in force.

/s/ Blaine T. Doerrfeld

Blaine T. Doerrfeld

Secretary

CW I (05/19)    Page 2     CW I (05/19)

Athene Annuity and Life Company

Exhibit 4.1

TERMINAL ILLNESS WAIVER OF WITHDRAWAL CHARGES

This Endorsement

This endorsement is part of Your Contract and is subject to all terms, conditions, and provisions contained in Your Contract. Any capitalized terms not defined in this endorsement are defined in the Contract. To the extent there are any conflicts between the provisions of this endorsement and the provisions of Your Contract, the provisions of this endorsement will control. The effective date of this endorsement for new Contracts is the Contract Date and for existing Contracts is the date We issue this endorsement.

Terminal Illness Waiver

After the {first} Contract Year and on or before the Annuity Date and before the date the Death Benefit becomes payable under the Contract, You may request a payment equal to an amount up to Your Contract’s Interim Value if, at the time of the request, all of the following requirements are met:

• any Owner, (or if the Owner is a non-natural person, any Annuitant), is diagnosed with a Terminal Illness; and

• the initial diagnosis occurs at least {one} year{s} after the Contract Date; and

• the withdrawal request is accompanied by a certification of Terminal Illness prepared by a Physician who has examined the ill Owner and is qualified to provide the certification.

Any payment made under this provision of Your Contract will not be subject to Withdrawal Charges. Any applicable Interest Adjustment or Equity Adjustment will still apply.

“Terminal Illness” means an illness that is expected to cause death within 12 months.

“Physician” for purposes of this provision means a doctor of medicine or osteopathy legally authorized to practice medicine by the State in which he/she performs such function. The Physician cannot be You, an Annuitant, a Beneficiary, or a member of Your, an Annuitant’s, or a Beneficiary’s immediate family, including a husband, wife, domestic partner, civil union partner, child, sibling, parent, grandparent, grandchild, cousin, aunt, uncle, niece, nephew and any of their spouses, domestic partners or civil union partners. “State” for purposes of this provision means each state of the United States of America, as well as the District of Columbia, the Commonwealth of Puerto Rico, the Virgin Islands, Guam and American Samoa.

We reserve the right to obtain, at any time, an additional opinion or an examination of the ill Owner from a Physician that We designate at Our expense. Should this opinion differ from that of the ill Owner’s Physician, the opinion of Our Physician will prevail.

This provision will terminate upon the change or addition of an Owner (or if the Owner is a non-natural person and the Annuitant is changed or an additional Annuitant is added), except through continuation of the Contract by the surviving spouse.

Denial of Waiver

If a waiver claim is denied by Us, the withdrawal will not be disbursed until the Owner is notified of the denial and provided the opportunity to accept or reject the withdrawal proceeds after any Withdrawal Charge.

Termination

Termination of this Contract shall not prejudice the waiver of any Withdrawal Charges while this Terminal Illness Waiver was in force.

/s/ Blaine T. Doerrfeld

Blaine T. Doerrfeld

Secretary

TIW I (05/19)                    Page1                    TIW I (05/19)

Athene Annuity and Life Company

Exhibit 4.1

Segment Contract Schedule

{Segment Allocation Guidelines

On the Contract Date, you may select:

• Up to {1} Fixed Segment Option{s};

• Up to {7} Buffer Segment Option{s};

• Up to {1} Buffer Multi-Index Segment Option{s}; and

• Up to {6} Floor Segment Option{s}.}

Substitution or Discontinuation of an Index

If an Index is discontinued, if We are engaged in a contractual dispute with the Index provider, if We are unable to utilize it in any Segment Option, or if the calculation of the Index is changed substantially, We will either discontinue the Index or substitute a suitable index for that Index and notify You of the change at Your last known address on file with Us. Any substitute index will be submitted for prior approval to the insurance regulatory authority of the state in which Your Contract is issued.

If we discontinue any Index during a Segment Term Period and substitute a similar Index, the Segment Value will remain in the Segment Option associated with the substituted Index on the Segment End Date unless You provide Notice of Your election to transfer the Segment Value to a different Segment Option.

If we discontinue any Index during a Segment Term Period and do not substitute a similar Index, the Segment Value will be automatically transferred to the Fixed Segment Option on the scheduled Segment End Date. Alternatively, You may elect to have the Segment Value transferred to one or more of the available Segment Options on the scheduled Segment End Date by providing Us Notice, as provided for in the Transferred Purchase Payment provision of the Contract.

Holding Account Fixed Interest Rate: {1.00%}    

Segment Start Date: {8th} of {February}

{Segment Fee: {0.95%}}

{Fixed Segment Option}

Segment Term Period	Minimum Annual Interest Rate
{1} Year{s}	{1.00}%

SCS I (05/19)                    Page1                    SCS I (05/19)

Athene Annuity and Life Company

Exhibit 4.1

{Buffer Segment Options}

Index	Segment Term Period	Buffer Rate	Minimum Cap Rate	{Maximum Annual Spread}	Minimum Participation Rate
{S&P 500® (SPX)}	{1} Year{s}	{10.00}%	{2.00}%	{1.00}%	{100}%
{Russell 2000® (RTY)}	{1} Year{s}	{10.00}%	{2.00}%	{1.00}%	{100}%
{MSCI EAFE (MXEA)}	{1} Year{s}	{10.00}%	{2.00}%	{1.00}%	{100}%
{S&P 500® (SPX)}	{2} Year{s}	{10.00}%	{4.00}%	{1.00}%	{100}%
{Russell 2000® (RTY)}	{2} Year{s}	{10.00}%	{4.00}%	{1.00}%	{100}%
{MSCI EAFE (MXEA)}	{2} Year{s}	{10.00}%	{4.00}%	{1.00}%	{100}%
{S&P 500® (SPX)}	{6} Year{s}	{20.00}%	{12.00}%	{1.00}%	{100}%

{Buffer Multi-Index Segment Option{s}}

Index	Index Allocation Percentage	Segment Term Period	Buffer Rate	Minimum Cap Rate	{Maximum Annual Spread}	Minimum Participation Rate
Index X: {(SPX)} Index Y: {(RTY)} Index Z:{(MXEA)}	Allocation 1 {50%} Allocation 2 {30%} Allocation 3 {20%}	{6} Year{s}	{10.00}%	{12.00}%	{1.00}%	{100}%

{Floor Segment Options}

Index	Segment Term Period	Floor Rate	Minimum Cap Rate	{Maximum Annual Spread}	Minimum Participation Rate
{S&P 500® (SPX)}	{1} Year{s}	{10.00}%	{2.00}%	{1.00}%	{100}%
{Russell 2000® (RTY)}	{1} Year{s}	{10.00}%	{2.00}%	{1.00}%	{100}%
{MSCI EAFE (MXEA)}	{1} Year{s}	{10.00}%	{2.00}%	{1.00}%	{100}%
{S&P 500® (SPX)}	{2} Year{s}	{10.00}%	{4.00}%	{1.00}%	{100}%
{Russell 2000® (RTY)}	{2} Year{s}	{10.00}%	{4.00}%	{1.00}%	{100}%
{MSCI EAFE (MXEA)}	{2} Year{s}	{10.00}%	{4.00}%	{1.00}%	{100}%

{Fixed Segment Option}

Segment Term Period	Initial Segment Term Bailout Annual Interest Rate
{1} Year{s}	{1.00}%

{Buffer Segment Options}

Index	Segment Term Period	Initial Segment Term Bailout
		Cap Rate	Participation Rate
{S&P 500® (SPX)}	{1} Year{s}	{2.00}%	{100}%
{Russell 2000® (RTY)}	{1} Year{s}	{2.00}%	{100}%
{MSCI EAFE (MXEA)}	{1} Year{s}	{2.00}%	{100}%
{S&P 500® (SPX)}	{2} Year{s}	{4.00}%	{100}%
{Russell 2000® (RTY)}	{2} Year{s}	{4.00}%	{100}%
{MSCI EAFE (MXEA)}	{2} Year{s}	{4.00}%	{100}%
{S&P 500® (SPX)}	{6} Year{s}	{12.00}%	{100}%

SCS I (05/19)                    Page2                    SCS I (05/19)

Athene Annuity and Life Company

Exhibit 4.1

{Buffer Multi-Index Segment Option{s}}

Index	Index Allocation Percentage	Initial Segment Term Bailout
		Cap Rate	Participation Rate
Index X: {(SPX)} Index Y: {(RTY)} Index Z: {(MXEA)}	Allocation 1 {50%} Allocation 2 {30%} Allocation 3 {20%}	{12.00}%	{100}%

{Floor Segment Options}

Index	Segment Term Period	Initial Segment Term Bailout
		Cap Rate	Participation Rate
{S&P 500® (SPX)}	{1} Year{s}	{2.00}%	{100}%
{Russell 2000® (RTY)}	{1} Year{s}	{2.00}%	{100}%
{MSCI EAFE (MXEA)}	{1} Year{s}	{2.00}%	{100}%
{S&P 500® (SPX)}	{2} Year{s}	{4.00}%	{100}%
{Russell 2000® (RTY)}	{2} Year{s}	{4.00}%	{100}%
{MSCI EAFE (MXEA)}	{2} Year{s}	{4.00}%	{100}%

{S&P 500® Price Return Index

The S&P 500® (the “Index”) is a product of S&P Dow Jones Indices LLC or its affiliates (“SPDJI”), and has been licensed for use by Athene Annuity and Life Company. Standard & Poor’s® and S&P 500® are registered trademarks of Standard 7 Poor’s Financial Services LLC (“S&P”); Dow Jones® is a registered trademark of Dow Jones trademark Holdings LLC (“Dow Jones”); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by Athene Annuity and Life Company.

Athene Annuity and Life Company’s Products are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, any of their respective affiliates (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices makes no representation or warranty, express or implied, to the owners of the Athene Annuity and Life Company’s Products particularly or the ability of the S&P 500® to track general market performance. S&P Dow Jones Indices’ only relationship to Athene Annuity and Life Company with respect to the S&P 500® is the licensing of the S&P 500® and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The S&P 500® is determined, composed and calculated by S&P Dow Jones Indices without regard to Athene Annuity and Life Company or the Athene Annuity and Life Company’s Products. S&P Dow Jones Indices have no obligation to take the needs of Athene Annuity and Life Company or the owners of Athene annuity and Life Company’s Products into consideration in determining, composing or calculating the S&P 500®. S&P Dow Jones Indices are not responsible for and have not participated in the determination of the prices, and amount of Athene Annuity and Life Company’s products or the timing of the issuance or sale of Athene Annuity and Life Company’s Products or in the determination or calculation of the equation by which Athene Annuity and Life Company’s products are to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices have no obligation or liability in connection with the administration, marketing or trading of Athene Annuity and Life Company’s Products. There is no assurance that investment products based on the S&P 500® will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice.

S&P DOW JONES INDICES DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY ATHENE ANNUITY AND LIFE COMPANY, OWNERS OF THE ATHENE ANNUITY AND LIFE COMPANY’S

SCS I (05/19)                    Page3                    SCS I (05/19)

Athene Annuity and Life Company

Exhibit 4.1

PRODUCTS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND ATHENE ANNUITY AND LIFE COMPANY, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES. }

{Russell 2000® Price Return Index

Athene® Amplify (the “Product”) has been developed solely by Athene Annuity and Life Company. The Product is not in any way connected to or sponsored, endorsed, sold or promoted by the London Stock Exchange Group plc and its group undertakings (collectively, the “LSE Group”). FTSE Russell is a trading name of certain of the LSE Group companies.

All rights in the Russell 2000 Index (the “Index”) vest in the relevant LSE Group company which owns the Index. “Russell®” and “Russell 2000®” are trademarks of the relevant LSE Group company and are used by any other LSE Group company under license

The Index is calculated by or on behalf of FTSE International Limited or its affiliate, agent or partner. The LSE Group does not accept any liability whatsoever to any person arising out of (a) the use of, reliance on or any error in the Index or (b) investment in or operation of the Product. The LSE Group makes no claim, prediction, warranty or representation either as to the results to be obtained from the Product or the suitability of the Index for the purpose to which it is being put by Athene Annuity and Life Company.}

{MSCI EAFE Price Return Index

THIS PRODUCT IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI INC. (“MSCI”), ANY OF ITS AFFILIATES, ANY OF ITS INFORMATION PROVIDERS OR ANY OTHER THIRD PARTY INVOLVED IN, OR RELATED TO, COMPILING, COMPUTING OR CREATING ANY MSCI INDEX (COLLECTIVELY, THE “MSCI PARTIES”). THE MSCI INDEXES ARE THE EXCLUSIVE PROPERTY OF MSCI. MSCI AND THE MSCI INDEX NAMES ARE SERVICE MARK(S) OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY ATHENE ANNUITY AND LIFE COMPANY. NONE OF THE MSCI PARTIES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER PERSON OR ENTITY REGARDING THE ADVISABILITY OF INVESTING IN PRODUCTS GENERALLY OR IN THIS PRODUCT PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI INDEXES WHICH ARE DETERMINED, COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THIS PRODUCT OR THE ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER PERSON OR ENTITY. NONE OF THE MSCI PARTIES HAS ANY OBLIGATION TO TAKE THE NEEDS OF THE ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER PERSON OR ENTITY INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE MSCI INDEXES. NONE OF THE MSCI PARTIES IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THIS PRODUCT TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY OR THE CONSIDERATION INTO WHICH THIS PRODUCT IS REDEEMABLE. FURTHER, NONE OF THE MSCI PARTIES HAS ANY OBLIGATION OR LIABILITY TO THE ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF THIS PRODUCT.

ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES THAT MSCI CONSIDERS RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER OF THE PRODUCT, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. FURTHER, NONE OF THE MSCI PARTIES MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND THE MSCI PARTIES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO EACH MSCI INDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING

SCS I (05/19)                    Page4                    SCS I (05/19)

Athene Annuity and Life Company

Exhibit 4.1

ANY OF THE FOREGOING, IN NO EVENT SHALL ANY OF THE MSCI PARTIES HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

No purchaser, seller or holder of this product, or any other person or entity, should use or refer to any MSCI trade name, trademark or service mark to sponsor, endorse, market or promote this product without first contacting MSCI to determine whether MSCI’s permission is required. Under no circumstances may any person or entity claim any affiliation with MSCI without the prior written permission of MSCI.}

/s/ Blaine T. Doerrfeld

Blaine T. Doerrfeld

Secretary

SCS I (05/19)                    Page5                    SCS I (05/19)

Exhibit 4.1 Fixed Strategy                            Athene Annuity and Life Company

Fixed Strategy Endorsement

General Endorsement Provisions

This Endorsement

This endorsement is part of Your Contract and is subject to all terms, conditions, and provisions contained in Your Contract. Any capitalized terms not defined in this endorsement are defined in the Contract. To the extent there are any conflicts between the provisions of this endorsement and the provisions of Your Contract, the provisions of this endorsement will control. The effective date of this endorsement for new Contracts is the Contract Date and for existing Contracts is the date We issue this endorsement.

Definitions

Segment Options

Within this Fixed Strategy Endorsement, there may be several Segment Options available, called “Fixed Segment Options.” The available Fixed Segment Options and guaranteed rates for those options are shown on the Segment Contract Schedule.

Segment Value

Segment Value

The Segment Value for any Fixed Segment Option on the initial Segment Start Date is the amount of the Holding Account allocated to the Segment Option.

On any other date, the Segment Value for any Fixed Segment Option is equal to

A + B + C – D – E, where:

A is the Segment Value as of the previous day;

B is the amount of Segment Credits that are credited to this Fixed Segment Option on this date;

C is any amount transferred from Your Contract’s other Segment Options to this Fixed Segment Option on this date; and

D is any amount transferred from this Fixed Segment Option to Your Contract’s other Segment Options on this date.

E is any Withdrawals deducted on this date from this Fixed Segment Option;

The Segment Value may be reduced by any premium taxes as provided for in the Premium Taxes section of Your Contract.

Fixed I (05/19)                    Page1                        Fixed I (05/19)

Exhibit 4.1 Fixed Strategy                            Athene Annuity and Life Company

Segment Credits

Segment Credits are credited daily in a compounding fashion in accordance with the initial Annual Interest Rate or renewal Annual Interest Rate and based on a 365-day year. The initial Annual Interest Rate is guaranteed for the initial Segment Term Period. At the end of the initial Segment Term Period and any subsequent Segment Term Periods, We will declare a renewal Annual Interest Rate. The initial Annual Interest Rate and the renewal Annual Interest Rate are guaranteed not to be less than the Minimum Annual Interest Rate. The Minimum Annual Interest Rate is shown on the Segment Contract Schedule.

/s/ Blaine T. Doerrfeld

Blaine T. Doerrfeld

Secretary

Fixed I (05/19)                    Page2                        Fixed I (05/19)

Exhibit 4.1 Floor Strategy Athene Annuity and Life Company

Floor Strategy Endorsement

General Endorsement Provisions

This Endorsement

This endorsement is part of Your Contract and is subject to all terms, conditions, and provisions contained in Your Contract. Any capitalized terms not defined in this endorsement are defined in the Contract. To the extent there are any conflicts between the provisions of this endorsement and the provisions of Your Contract, the provisions of this endorsement will control. The effective date of this endorsement for new Contracts is the Contract Date and for existing Contracts is the date We issue this endorsement.

Definitions

Segment Options

Within the Floor Strategy Endorsement, there may be several Segment Options available, called “Floor Segment Options.” Each Floor Segment Option will have an Index, Segment Term Period, {Segment Fee,} Cap Rate, {Annual Spread,} Participation Rate, and Floor Rate. The available Floor Segment Options and their components are shown on the Segment Contract Schedule.

Floor Segment Options with a Segment Start Date after the Withdrawal Charge Period will be limited to one-year Segment Term Periods. Floor Segment Options with a two-year Segment Term Period expiring on or after the last day of the Withdrawal Charge Period will automatically transfer the Segment Value to their one-year counterparts at the end of the Segment Term Period, unless you instruct otherwise.

Index Price

The Index Price for any date, including any Segment Start Date, Segment End Date, Annuity Date or date of death is the closing price of the Index on that date. The closing price of the Index is the price determined and published by the provider of the Index at the end of each Business Day. Any subsequent change in the reported price will not be reflected in the Index Price used to calculate Segment Credits for the applicable Floor Segment Option. If the Index Price for a Floor Segment Option is not available on any given day, then the Index Price as of the first preceding day in which the Index Price is available will be utilized.

Cap Rate

The Cap Rate is the maximum positive Index Change that may be used in the calculation of Segment Credits on the Segment End Date. The initial Cap Rate is guaranteed for the first Segment Term Period only. A new Cap Rate will become effective on each Segment Start Date. The Cap Rate for each Floor Segment Option is guaranteed to never be less than the Minimum Cap Rate shown on the Segment Contract Schedule.

{Annual Spread

The Annual Spread is used in the calculation of Segment Credits. It is a percentage that is subtracted from a positive Index Change after the Cap Rate is applied. The initial Annual Spread is guaranteed for the first Segment Term Period only. A new Annual Spread will become effective on each Segment Start Date. The Annual Spread for each Floor Segment Option is guaranteed to never be greater than the Maximum Annual Spread shown on the Segment Contract Schedule.}

Floor I (05/19)                    Page1                    Floor I (05/19)

Exhibit 4.1 Floor Strategy Athene Annuity and Life Company

Participation Rate

The Participation Rate is used in the calculation of Segment Credits. It is a percentage that is multiplied by any positive Index Change after the Cap Rate is applied. The initial Participation Rate is guaranteed for the first Segment Term Period only. A new Participation Rate will be effective on each Segment Start Date. The Participation Rate for each Floor Segment Option is guaranteed to never be less than the Minimum Participation Rate shown on the Segment Contract Schedule.

{Segment Fee

The Segment Fee is an annualized rate that is calculated on a daily basis as a percentage of that Segment Option’s Segment Fee Base. We deduct the Segment Fee amount daily from the Segment Option starting on the Segment Start Date while the Segment Value for that Segment Option is positive. The Segment Fee for all Floor Segment Options is shown on the Segment Contract Schedule and is guaranteed not to change.}

{Segment Fee Base

The initial Segment Fee Base is equal to the Segment Value on the Segment Start Date. The Segment Fee Base on any other day is equal to the Segment Value on the Segment Start Date reduced for any Withdrawals deducted from the Segment Option through the prior Business Day.}

Floor Rate

The Floor Rate is the maximum negative Segment Credit Percentage that may be applied to a Floor Segment Option on the Segment End Date. The Floor Rate for each Floor Segment Option is shown on the Segment Contract Schedule and is guaranteed not to change.

Segment Value

Segment Value

The Segment Value for any Floor Segment Option on the initial Segment Start Date is the amount of the Holding Account allocated to the Segment Option.

{On any other date, the Segment Value for any Floor Segment Option is equal to

A – B + C + D – E – F, where:

A is the Segment Value as of the previous day;

B is the Segment Fee amount applied to this Segment Option on this date;

C is the amount of Segment Credits that are credited to this Floor Segment Option on this date;

D is any amount transferred from Your Contract’s other Segment Options to this Floor Segment Option on this date;

E is any amount transferred from this Segment Option to Your Contract’s other Segment Options on this date; and

F is any Withdrawals deducted from this Floor Segment Option on this date.}

{On any other date, the Segment Value for any Floor Segment Option is equal to

A + B + C – D – E, where:

A is the Segment Value as of the previous day;

B is the amount of Segment Credits that are credited to this Floor Segment Option on this date;

C is any amount transferred from Your Contract’s other Segment Options to this Floor Segment Option on this date;

Floor I (05/19)                    Page2                    Floor I (05/19)

Exhibit 4.1 Floor Strategy Athene Annuity and Life Company

D is any amount transferred from this Segment Option to Your Contract’s other Segment Options on this date; and

E is any Withdrawals deducted from this Floor Segment Option on this date.} The Segment Value may be reduced by any premium taxes as provided for in the Premium Taxes section of Your Contract.

Segment Credits

Segment Credits, if any, will be calculated and added to a Floor Segment Option only on a Segment End Date.

On each Segment End Date, We will calculate the Index Change. The “Index Change” is equal to (A / B) - 1, where:

A is the Index Price for the Segment End Date; and

B is the Index Price for the Segment Start Date.

{If the Index Change is greater than or equal to zero, then the “Segment Credit Percentage” on the Segment End Date will be equal the lesser of (1) or (2), where:

(1) = Greater of zero and B x [A – (D x E)];

(2) = Greater of zero and B x [C – (D x E)]; and where

A is the Index Change;

B is the Participation Rate;

C is the Cap Rate;

D is the Annual Spread; and

E is the number of years in the Segment Term Period.}

{If the Index Change is greater than or equal to zero, then the “Segment Credit Percentage” on the Segment End Date will be equal the lesser of (1) or (2), where:

(1) = Greater of zero and A x B;

(2) = Greater of zero and B x C; and where

A is the Index Change;

B is the Participation Rate;

C is the Cap Rate.}

If the Index Change is less than zero, then the “Segment Credit Percentage” on the Segment End Date will be equal to the greater of A and B, where:

A    is the Index Change; and

B    is the Floor Rate expressed as a negative value.

The amount of Segment Credits added to this Floor Segment Option is equal to A x B, where:

A    is the Segment Value as of the previous day; and

B    is the Segment Credit Percentage.

/s/ Blaine T. Doerrfeld

Blaine T. Doerrfeld

Secretary

Floor I (05/19)                    Page3                    Floor I (05/19)

Exhibit 4.1 Buffer Strategy                            Athene Annuity and Life Company

Buffer StrategyEndorsement

General Endorsement Provisions

This Endorsement

This endorsement is part of Your Contract and is subject to all terms, conditions, and provisions contained in Your Contract. Any capitalized terms not defined in this endorsement are defined in the Contract. To the extent there are any conflicts between the provisions of this endorsement and the provisions of Your Contract, the provisions of this endorsement will control. The effective date of this endorsement for new Contracts is the Contract Date and for existing Contracts is the date We issue this endorsement.

Definitions

Segment Options

Within the Buffer Strategy Endorsement, there may be several Segment Options available, called “Buffer Segment Options.” Each Buffer Segment Option will have an Index, Segment Term Period, {Segment Fee,} Cap Rate, {Annual Spread,} Participation Rate, and Buffer Rate. The available Buffer Segment Options and their components are shown on the Segment Contract Schedule.

Buffer Segment Options with a Segment Term Period of more than one year will not be available after the Withdrawal Charge Period. Buffer Segment Options with a two-year Segment Term Period expiring on or after the last day of the Withdrawal Charge Period will automatically transfer the Segment Value to their one-year counterparts at the end of the Segment Term Period, unless you instruct otherwise. Buffer Segment Options with a six-year Segment Term are available only during the first Contract Year. If you do not request a transfer of the Segment Value of an expiring Segment Option with a six-year Segment Term Period or withdraw the Segment Value, we will allocate the Segment Value to the Fixed Segment Option with the shortest Segment Term Period.

Index Price

The Index Price for any date, including any Segment Start Date, Segment End Date, Annuity Date or date of death is the closing price of the Index on that date. The closing price of the Index is the price determined and published by the provider of the Index at the end of each Business Day. Any subsequent change in the reported price will not be reflected in the Index Price used to calculate Segment Credits for the applicable Buffer Segment Option. If the Index Price for a Buffer Segment Option is not available on any given day, then the Index Price as of the first preceding day in which the Index Price is available will be utilized.

Cap Rate

The Cap Rate is the maximum positive Index Change that may be used in the calculation of Segment Credits on the Segment End Date. The initial Cap Rate is guaranteed for the first Segment Term Period only. A new Cap Rate will become effective on each Segment Start Date. The Cap Rate for each Buffer Segment Option is guaranteed to never be less than the Minimum Cap Rate shown on the Segment Contract Schedule.

{Annual Spread

The Annual Spread is used in the calculation of Segment Credits. It is a percentage that is subtracted from a positive Index Change after the Cap Rate is applied. The initial Annual Spread is guaranteed for the first Segment Term Period only. A new Annual Spread will become effective on each Segment Start Date. The Annual Spread for each Buffer Segment Option is guaranteed to never be greater than the Maximum Annual Spread shown on the Segment Contract Schedule.}

Participation Rate

Buffer I (05/19)                    Page1                    Buffer I (05/19)

Exhibit 4.1 Buffer Strategy                            Athene Annuity and Life Company

The Participation Rate is used in the calculation of Segment Credits. It is a percentage that is multiplied by any positive Index Change after the Cap Rate is applied. The initial Participation Rate is guaranteed for the first Segment Term Period only. A new Participation Rate will be effective on each Segment Start Date. The Participation Rate for each Buffer Segment Option is guaranteed to never be less than the Minimum Participation Rate shown on the Segment Contract Schedule.

{Segment Fee

The Segment Fee is an annualized rate that is calculated on a daily basis as a percentage of that Segment Option’s Segment Fee Base. We deduct the Segment Fee amount daily from the Segment Option starting on the Segment Start Date while the Segment Value for that Segment Option is positive. The Segment Fee for all Buffer Segment Options is shown on the Segment Contract Schedule and is guaranteed not to change.}

{Segment Fee Base

The initial Segment Fee Base is equal to the Segment Value on the Segment Start Date. The Segment Fee Base on any other day is equal to the Segment Value on the Segment Start Date reduced for any Withdrawals deducted from the Segment Option through the prior Business Day.}

Buffer Rate

The Buffer Rate is the amount of negative Index Change that We will absorb when calculating the Segment Credits. A negative Segment Credit will apply for any negative Index Change in excess of the Buffer Rate. The Buffer Rate for each Buffer Segment Option is shown on the Segment Contract Schedule and is guaranteed not to change.

Segment Value

Segment Value

The Segment Value for any Buffer Segment Option on the initial Segment Start Date is the amount of the Holding Account allocated to the Segment Option.

{On any other date, the Segment Value for any Buffer Segment Option is equal to

A - B + C + D - E - F, where:

A is the Segment Value as of the previous day;

B is the Segment Fee amount applied to this Segment Option on this date;

C is the amount of Segment Credits that are credited to this Buffer Segment Option on this date;

D is any amount transferred from Your Contract’s other Segment Options to this Buffer Segment Option on this date;

E is any amount transferred from this Buffer Segment Option to Your Contract’s other Segment Options on this date; and

F is any Withdrawals deducted from this Buffer Segment Option on this date.}

{On any other date, the Segment Value for any Buffer Segment Option is equal to

A + B + C - D - E, where:

A is the Segment Value as of the previous day;

B is the amount of Segment Credits that are credited to this Buffer Segment Option on this date;

C is any amount transferred from Your Contract’s other Segment Options to this Buffer Segment Option on this date;

D is any amount transferred from this Buffer Segment Option to Your Contract’s other Segment Options on this date; and

E is any Withdrawals deducted from this Buffer Segment Option on this date.}

Buffer I (05/19)                    Page2                    Buffer I (05/19)

Exhibit 4.1 Buffer Strategy                            Athene Annuity and Life Company

The Segment Value may be reduced by any premium taxes as provided for in the Premium Taxes section of Your Contract.

Segment Credits

Segment Credits, if any, will be calculated and added to a Buffer Segment Option only on a Segment End Date.

On each Segment End Date, We will calculate the Index Change. The “Index Change” is equal to (A / B) - 1, where:

A is the Index Price for the Segment End Date; and

B is the Index Price on the Segment Start Date.

{If the Index Change is greater than or equal to zero, then the “Segment Credit Percentage” on the Segment End Date will be equal the lesser of (1) or (2), where:

(1) = Greater of zero and B x [A - (D x E)];

(2) = Greater of zero and B x [C - (D x E)]; and where

A is the Index Change;

B is the Participation Rate;

C is the Cap Rate;

D is the Annual Spread; and

E is the number of years in the Segment Term Period.}

{If the Index Change is greater than or equal to zero, then the “Segment Credit Percentage” on the Segment End Date will be equal the lesser of (1) or (2), where:

(1) = Greater of zero and A x B;

(2) = Greater of zero and B x C; and where

A is the Index Change;

B is the Participation Rate;

C is the Cap Rate;}

If the Index Change is less than zero, then the “Segment Credit Percentage” on the Segment End Date will be equal to the lesser of zero and (A + B), where:

A is the Index Change; and

B is the Buffer Rate.

The amount of Segment Credits added to this Buffer Segment Option is equal to A x B, where:

A is the Segment Value as of the previous day; and

B is the Segment Credit Percentage.

/s/ Blaine T. Doerrfeld

Blaine T. Doerrfeld

Secretary

Buffer I (05/19)                    Page3                    Buffer I (05/19)

Exhibit 4.1 Buffer Multi Index Strategy                        Athene Annuity and Life Company

Buffer Multi-Index Strategy Endorsement

General Endorsement Provisions

This Endorsement

This endorsement is part of Your Contract and is subject to all terms, conditions, and provisions contained in Your Contract. Any capitalized terms not defined in this endorsement are defined in the Contract. To the extent there are any conflicts between the provisions of this endorsement and the provisions of Your Contract, the provisions of this endorsement will control. The effective date of this endorsement for new Contracts is the Contract Date and for existing Contracts is the date We issue this endorsement.

Definitions

Segment Options

Within the Buffer Multi-Index Strategy Endorsement, there may be several Segment Options available, called “Buffer Multi-Index Segment Options.” “Buffer Multi-Index Segment Options” are a type of Segment Option that calculates an Aggregate Index Change based on three underlying Indices rather than an Index Change based on a single underlying Index. Each Buffer Multi-Index Segment Option will have Indices, Index Allocation Percentages, a Segment Term Period, {a Segment Fee,} a Cap Rate, {an Annual Spread,} a Participation Rate, and a Buffer Rate. The available Buffer Multi-Index Segment Options and their components are shown on the Segment Contract Schedule.

Buffer Multi-Index Segment Options with a Segment Term Period of more than one year will not be available after the Withdrawal Charge Period. Unless you instruct otherwise, Buffer Multi-Index Segment Options with a two-year Segment Term Period expiring on or after the last day of the Withdrawal Charge Period will automatically transfer the Segment Value to their one-year counterparts, if available, or otherwise to the Fixed Segment Option at the end of the Segment Term Period. Buffer Multi-Index Segment Options with a six-year Segment Term Period are available only during the first Contract Year. If you do not request a transfer of the Segment Value of an expiring Segment Option with a six-year Segment Term Period or withdraw the Segment Value, we will allocate the Segment Value to the Fixed Segment Option with the shortest Segment Term Period.

Index Price

The Index Price for any date, including any Segment Start Date, Segment End Date, Annuity Date or date of death is the closing price of the Index on that date. The closing price of the Index is the price determined and published by the provider of the Index at the end of each Business Day. Any subsequent change in the reported price will not be reflected in the Index Price used to calculate Segment Credits for the applicable Buffer Multi-Index Segment Option. If the Index Price for a Buffer Multi-Index Segment Option is not available on any given day, then the Index Price as of the first preceding day in which the Index Price is available will be utilized.

Cap Rate

The Cap Rate is the maximum positive Aggregate Index Change that may be used in the calculation of Segment Credits on the Segment End Date. The initial Cap Rate is guaranteed for the first Segment Term Period only. A new Cap Rate will become effective on each Segment Start Date. The Cap Rate for each Buffer Multi-Index Segment Option is guaranteed to never be less than the Minimum Cap Rate shown on the Segment Contract Schedule.

{Annual Spread

The Annual Spread is used in the calculation of Segment Credits. It is a percentage that is subtracted from a positive Aggregate Index Change after the Cap Rate is applied. The initial Annual Spread is guaranteed for the first Segment Term Period only. A new Annual Spread will become effective on each Segment Start Date. The Annual Spread for

Buffer MI I (05/19)                    Page1                Buffer MI I (05/19)

Exhibit 4.1 Buffer Multi Index Strategy                        Athene Annuity and Life Company

each Buffer Multi-Index Segment Option is guaranteed to never be greater than the Maximum Annual Spread shown on the Segment Contract Schedule.}

Participation Rate

The Participation Rate is used in the calculation of Segment Credits. It is a percentage that is multiplied by any positive Aggregate Index Change after the Cap Rate is applied. The initial Participation Rate is guaranteed for the first Segment Term Period only. A new Participation Rate will be effective on each Segment Start Date. The Participation Rate for each Buffer Multi-Index Segment Option is guaranteed to never be less than the Minimum Participation Rate shown on the Segment Contract Schedule.

Index Allocation Percentages

The Index Allocation Percentage 1, Index Allocation Percentage 2, and Index Allocation Percentage 3 are used in the calculation of Segment Credits. These Index Allocation Percentages are shown on the Segment Contract Schedule. They are guaranteed for the first Segment Term Period only. New Index Allocation Percentages will become effective on each Segment Start Date. The Index Allocation Percentages will never be less than 1% and their sum must equal 100%.

{Segment Fee

The Segment Fee is an annualized rate that is calculated on a daily basis as a percentage of that Segment Option’s Segment Fee Base. We deduct the Segment Fee amount daily from the Segment Option starting on the Segment Start Date while the Segment Value for that Segment Option is positive. The Segment Fee for all Buffer Multi-Index Segment Options is shown on the Segment Contract Schedule and is guaranteed not to change.}

{Segment Fee Base

The initial Segment Fee Base is equal to the Segment Value on the Segment Start Date. The Segment Fee Base on any other day is equal to the Segment Value on the Segment Start Date reduced for any Withdrawals deducted from the Segment Option through the prior Business Day.}

Buffer Rate

The Buffer Rate is the amount of negative Aggregate Index Change that We will absorb when calculating the Segment Credits. The Buffer Rate for each Buffer Multi-Index Segment Option is shown on the Segment Contract Schedule and is guaranteed not to change. A negative Segment Credit will apply for any negative Aggregate Index Change in excess of the Buffer Rate.

Segment Value

Segment Value

The Segment Value for any Buffer Multi-Index Segment Option on the initial Segment Start Date is the amount of the Holding Account allocated to the Segment Option.

{On any other date, the Segment Value for any Buffer Multi-Index Segment Option is equal to

A - B + C + D - E - F, where:

A is the Segment Value as of the previous day;

Bis the Segment Fee amount applied to this Segment Option on this date;

C is the amount of Segment Credits that are credited to this Buffer Multi-Index Segment Option on this date;

D is any amount transferred from Your Contract’s other Segment Options to this Buffer Multi-Index Segment Option on this date;

E is any amount transferred from this Buffer Multi-Index Segment Option to Your Contract’s other Segment Options on this date; and

Fis any Withdrawals deducted from this Buffer Multi-Index Segment Option on this date.}

Buffer MI I (05/19)                    Page2                Buffer MI I (05/19)

Exhibit 4.1 Buffer Multi Index Strategy                        Athene Annuity and Life Company

{On any other date, the Segment Value for any Buffer Multi-Index Segment Option is equal to

A + B + C - D - E, where:

A is the Segment Value as of the previous day;

B is the amount of Segment Credits that are credited to this Buffer Multi-Index Segment Option on this date;

C is any amount transferred from Your Contract’s other Segment Options to this Buffer Multi-Index Segment Option on this date;

D is any amount transferred from this Buffer Multi-Index Segment Option to Your Contract’s other Segment Options on this date; and

E is any Withdrawals deducted from this Buffer Multi-Index Segment Option on this date.}

The Segment Value may be reduced by any premium taxes as provided for in the Premium Taxes section of Your Contract.

Segment Credits

Segment Credits, if any, will be calculated and added to a Buffer Multi-Index Segment Option only on a Segment End Date.

On each Segment End Date, We will calculate the Index Change for each Index. The “Index Change” is equal to (A / B) - 1, where:

A is the Index Price for the Segment End Date; and

B is the Index Price on the Segment Start Date.

The Index Change will be calculated for Index X, Index Y, and Index Z shown on the Segment Contract Schedule. Each Index Allocation Percentage will then be applied. The Index with the best performing Index Change will be multiplied by the Index Allocation Percentage 1. The Index with the second best performing Index Change will be multiplied by the Index Allocation Percentage 2. The Index with the third best performing Index Change will be multiplied by the Index Allocation Percentage 3. The resulting “Aggregate Index Change” will equal:

(Index Allocation Percentage 1 x Index Change for best performing Index) +

(Index Allocation Percentage 2 x Index Change for second best performing Index) +

(Index Allocation Percentage 3 x Index Change for third best performing Index)

{If the Aggregate Index Change is greater than or equal to zero, then the “Segment Credit Percentage” on the Segment End Date will be equal the lesser of (1) or (2), where:

(1) = Greater of zero and B x [A - (D x E)];

(2) = Greater of zero and B x [C - (D x E)]; and where

A is the Aggregate Index Change;

B is the Participation Rate;

C is the Cap Rate;

D is the Annual Spread; and

E is the number of years in the Segment Term Period.}

{If the Aggregate Index Change is greater than or equal to zero, then the “Segment Credit Percentage” on the Segment End Date will be equal the lesser of (1) or (2), where:

(1) = Greater of zero and B x A;

(2) = Greater of zero and B x C;

A is the Aggregate Index Change;

Buffer MI I (05/19)                    Page3                Buffer MI I (05/19)

Exhibit 4.1 Buffer Multi Index Strategy                        Athene Annuity and Life Company

B is the Participation Rate;

C is the Cap Rate.}

If the Aggregate Index Change is less than zero, then the “Segment Credit Percentage” on the Segment End Date will be equal to the lesser of zero and (A + B), where:

A is the Aggregate Index Change; and

B is the Buffer Rate.

The amount of Segment Credits added to this Buffer Multi-Index Segment Option is equal to A x B, where:

A is the Segment Value as of the previous day; and

B is the Segment Credit Percentage.

/s/ Blaine T. Doerrfeld

Blaine T. Doerrfeld

Secretary

Buffer MI I (05/19)                    Page4                Buffer MI I (05/19)

Exhibit 4.1 Bailout Endorsement         Athene Annuity and Life Company

BailoutEndorsement

This Endorsement

This endorsement is part of Your Contract and is subject to all terms, conditions, and provisions contained in Your Contract. Any capitalized terms not defined in this endorsement are defined in the Contract or Strategy Endorsements. To the extent there are any conflicts between the provisions of this endorsement and the provisions of Your Contract, the provisions of this endorsement will control. The effective date of this endorsement is the Contract Date.

Definitions

Bailout Rates

A Bailout Rate is a type of threshold rate applicable for each Segment Option that is provided at the time of application and printed in your Segment Contract Schedule. Fixed Segment Options have a Bailout Annual Interest Rate and Index-Linked Segment Options have a Bailout Cap Rate and a Bailout Participation Rate.

Initial Segment Term Period Bailout

Initial Segment Term Period Bailout

If the declared Cap Rate, Participation Rate, or Annual Interest Rate for a Segment Option in which you have funds is less than the applicable Bailout Rate specified in your Segment Contract Schedule, you may cancel Your Contract during the first {60 days} after the Contract Date. You will receive Your Purchase Payment less any Withdrawals without incurring a Withdrawal Charge, Interest Adjustment, or Equity Adjustment.

/s/ Blaine T. Doerrfeld

Blaine T. Doerrfeld

Secretary

Bailout I (05/19)    Page 1     Bailout I (05/19)

Exhibit 4.1 Interim Value Endorsement              Athene Annuity and Life Company

Interim ValueEndorsement

This Endorsement

This endorsement is part of Your Contract and is subject to all terms, conditions, and provisions contained in Your Contract. Any capitalized terms not defined in this endorsement are defined in the Contract or Strategy Endorsements. To the extent there are any conflicts between the provisions of this endorsement and the provisions of Your Contract, the provisions of this endorsement will control. The effective date of this endorsement is the Contract Date.

Interim Value

Segment Interim Value

The Segment Interim Value for any Segment Option is calculated daily and is equal to A + B + C, where:

A is the Segment Value on this date;

B is any applicable Interest Adjustment on this date; and

C is any applicable Equity Adjustment on this date.

Interest Adjustment

On any day, the Interest Adjustment for any Segment Option equals A x B, where:

A    is the Segment Value on this date, immediately prior to any Withdrawal; and

B    is the Interest Adjustment Factor.

Interest Adjustment Factor

The “Interest Adjustment Factor” for any Segment Option equals R^N/12 - 1, where:

N is the number of complete months remaining before the Withdrawal Charge Rate Schedule expires; and

R     is equal to (1 + A) / (1 + B), where:

A    is the Beginning Interest Adjustment Index Value; and

B is the Closing Interest Adjustment Index Value.

The “Beginning Interest Adjustment Index Value” is equal to the closing price of the Interest Adjustment Index on the Contract Date. The “Closing Interest Adjustment Index Value” is equal to the closing price of the Interest Adjustment Index on the day we calculate the Segment Interim Value. If a closing price of the Interest Adjustment Index is not available on any day for which a closing price is needed, then the closing price as of the first preceding Business Day for which a closing price is available will be used. The “Interest Adjustment Index” is the {7 Year Point on the A Rated US Bloomberg Fair Value Curve}.

You may obtain the daily price of the Interest Adjustment Index by contacting us.

If the Interest Adjustment Index is discontinued, we are unable for any reason to utilize it, or the calculation of the Interest Adjustment Index is changed substantially, We may substitute another method of determining the values that will be used in the above calculation and will inform You of that change at Your last known address on file with us. Any substitute index will be submitted for prior approval to the insurance regulatory authority of the state in which Your Contract is issued.

Interim I (05/19)                    Page1                    Interim I (05/19)

Exhibit 4.1 Interim Value Endorsement              Athene Annuity and Life Company

Equity Adjustment

On any day, except the Segment End Date, the Equity Adjustment for any Index-Linked Segment Option equals A x B, where:

A    is the Segment Value on this date, immediately prior to any Withdrawal; and

B    is the Equity Adjustment Factor applicable to that Segment Option.

The Equity Adjustment is equal to zero on the Segment End Date. The Equity Adjustment does not apply to Fixed Segment Options.

Equity Adjustment Factor

The “Equity Adjustment Factor” for any Segment Option is equal to A – B x (1 – Y), where:

A is the value of the derivative instruments on the day We calculate the Segment Interim Value;

B is the value of the derivative instruments on the Segment Start Date for the applicable Segment Option; and

Y is the number of whole years elapsed from the Segment Start Date to the day we calculate the Segment Interim Value, divided by the Segment Term Period.

For Buffer Multi-Index Segment Options, the value of the derivative instruments for each of the underlying Indices is calculated independently and then weighted to determine A and B in the Equity Adjustment Factor above. Weights are assigned based on the relative value of the derivative instruments across the underlying Indices to produce an aggregate derivative instrument value for the Buffer Multi-Index Segment Option. The weights are assigned as follows:

• {50%} weight is assigned to the Index with the highest value of derivative instruments on the date in question.

• {30%} weight is assigned to the Index with the second highest value of derivative instruments on the date in question.

• {20%} weight is assigned to the Index with the lowest value of derivative instruments on the date in question.

On each Business Day, We calculate the value of the derivative instruments for each Index-Linked Segment Option based on the estimated market value of a set of put and call options as determined by an option pricing formula. You may obtain the Equity Adjustment Factor by contacting Us.

/s/ Blaine T. Doerrfeld

Blaine T. Doerrfeld

Secretary

Interim I (05/19)                    Page2                    Interim I (05/19)

Athene Annuity and Life Company

Exhibit 4.1

Guaranteed Minimum Death Benefit Endorsement

General Endorsement Provisions

This Endorsement

This endorsement is part of Your Contract and is subject to all terms, conditions, and provisions contained in Your Contract. Any capitalized terms not defined in this endorsement are defined in the Contract. To the extent there are any conflicts between the provisions of this endorsement and the provisions of Your Contract, the provisions of this endorsement will control. The effective date of this endorsement for new Contracts is the Contract Date and for existing Contracts is the date We issue this endorsement.

Death Provisions

Death Benefit

If the amount of the Death Benefit provided under Your Contract is less than the Return of Premium Benefit, then the amount of the Death Benefit will be increased to equal the Return of Premium Benefit.

Return of Premium Benefit

The “Return of Premium Benefit” is equal to A – B, where:

A is the Purchase Payment; and

B is the sum of net proceeds from all prior Withdrawals.

Net proceeds from prior Withdrawals are equal to the Contract Value withdrawn after the application of Withdrawal Charges, Interest Adjustments, and Equity Adjustments.

{We do not treat the deduction of the Segment Fee as a Withdrawal.}

Death of Owner

This endorsement and all its provisions will terminate upon the date of death of the Owner (or the Annuitant if the Owner is not a natural person) except as provided in the provisions of this endorsement entitled Spousal Continuation.

Spousal Continuation

If the surviving spouse of the deceased Owner (or the deceased Annuitant if the Owner is not a natural person) is the Beneficiary and elects to continue Your Contract, as provided for in the Death of an Owner prior to the Annuity Date provision of Your Contract, this endorsement and all its provisions will also continue provided the surviving spouse becomes the sole Annuitant and sole Owner of Your Contract.

Termination

The Owner may not elect to terminate this endorsement once it is effective. This endorsement will terminate upon the earliest of the following dates:

1    the date on which We pay the Death Benefit;

GMDB I (05/19)                    Page1                    GMDB I (05/19)

Athene Annuity and Life Company

Exhibit 4.1

2    the date on which Your Contract is surrendered for its Cash Surrender Value;

3    the date the Withdrawal Charge Rate Schedule ends;

4 the date the Owner changes or an additional Owner is added after the Contract Date, unless the Contract is continued by the surviving spouse;

5 the date when the Owner is a non-natural person and the Annuitant changes or an additional Annuitant is added after the Contract Date.

/s/ Blaine T. Doerrfeld

Blaine T. Doerrfeld

Secretary

GMDB I (05/19)                    Page2                    GMDB I (05/19)

EX-4.2

Exhibit 4.2

Page 1

Exhibit 4.2

Page 2

Exhibit 4.2

Page 3

Exhibit 4.2

Page 4

Exhibit 4.2

Page 5

Exhibit 4.2

EX-5

Exhibit 5

Athene Annuity and Life Company

7700 Mills Civic Parkway

West Des Moines, IA 50266

Re:    Registration Statement on Form S-1 of Athene Annuity and Life Company

Athene Amplify Single Purchase Payment Index-Linked Deferred Annuity Contracts, File No. 333-225544

Ladies and Gentlemen:

I am the Senior Vice President, Senior Counsel and Corporate Secretary for Athene Annuity and Life Company (the “Company”). In that capacity, I have acted as counsel to the Company in connection with the preparation and filing with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, of the Registration Statement (the “Registration Statement”) on Form S-1 for the above-referenced individual single premium deferred index-linked annuity contracts (the “Contracts”) to be issued by the Company.

I have examined such corporate records of the Company and provisions of Iowa law as are relevant to the authorization and issuance of the Contracts and such other documents and records as I considered appropriate.

For purposes of this opinion letter, I have assumed (i) the genuineness of all signatures on original documents and the conformity to the original of all copies and (ii) any Contract being offered will be issued and sold as contemplated in the Registration Statement. With respect to any instrument or agreement executed or to be executed by any party other than the Company, I have also assumed, to the extent relevant to the opinions set forth herein, that (i) such party (if not a natural person) has been duly formed or organized and is validly existing and in good standing under the laws of its jurisdiction of formation or organization, (ii) such party has full right, power and authority to execute, deliver and perform its obligations under each instrument or agreement to which it is a party and each such instrument or agreement has been duly authorized (if applicable), executed and delivered by such party and (iii) such instrument or agreement is a valid, binding and enforceable agreement or obligation, as the case may be, of such party.

I am admitted to practice law in Iowa. This opinion letter is limited to the laws of the State of Iowa. I express no opinion, and make no statement, as to the laws, rules or regulations of any other jurisdiction, or as to the municipal laws or the laws, rules or regulations of any local agencies or governmental authorities within the State of Iowa, or as to any matters arising thereunder or relating thereto.

On the basis of the foregoing, it is my opinion that:

1. The Company is a corporation duly organized and validly existing as a stock life insurance company under the laws of the State of Iowa and is duly authorized by the Department of Insurance of the State of Iowa to issue and sell annuity contracts.

2. The Contracts have been duly authorized by the Company.

3. Upon execution and delivery to the Company of a Contract by the Contract owner and acceptance by the Company of the purchase payment made by such Contract owner pursuant to such Contract, such Contract, when issued in accordance with applicable regulatory approvals, will be a validly-issued and a binding obligation of the Company in accordance with the terms of the Contract.

The opinions above are qualified to the extent that the enforcement of the obligations under the Contracts may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws relating to or affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law.

Exhibit 5

The opinions set forth herein are given as of the date hereof, and I undertake no obligation to update or supplement this letter if any applicable law changes after the date hereof or if I become aware of any fact or other circumstance that changes or may change any opinion set forth herein after the date hereof or for any other reason.

I hereby consent to the use of this opinion, or a copy thereof, as an exhibit to the Registration Statement for the Contracts. This consent shall not be deemed an admission that counsel is within the category of persons whose consent is required by Section 7 of the Securities Act or the related rules promulgated by the Securities and Exchange Commission.

Sincerely,

/s/ Blaine Doerrfeld

Blaine Doerrfeld

Senior Vice President, Senior Counsel and Corporate Secretary

EX-10.2

Exhibit 10.2

COINSURANCE AND ASSUMPTION AGREEMENT

between

AVIVA LIFE AND ANNUITY COMPANY

and

PRESIDENTIAL LIFE INSURANCE COMPANY – USA

Dated as of October 1, 2013

23967893v14

TABLE OF CONTENTS

ARTICLE		Page
Article I DEFINITIONS AND CONSTRUCTION		1
Section 1.1	Definitions	1
Section 1.2	Construction	14
Article II COINSURANCE		15
Section 2.1	Scope and Basis of Reinsurance	15
Section 2.2	Reinsuring Clause	15
Section 2.3	Transfer of Assets and Ceding Commission	15
Section 2.4	Net Retained Liabilities	18
Section 2.5	Producer Payments	20
Section 2.6	Guaranty Fund Assessments and Premium Taxes	20
Section 2.7	Other Reinsurance	21
Section 2.8	Policy Changes and Non-Guaranteed Elements	22
Section 2.9	Ownership of Premiums	22
Section 2.10	Assignment; Security Interest	23
Section 2.11	Hedging	24
Section 2.12	Interest Maintenance Reserve	25
Section 2.13	Redundant Reserve Financing	26
Section 2.14	Supplemental Allowance	26
Article III REINSURANCE LIABILITY		26
Section 3.1	Reinsurance Liability	26
Section 3.2	Other Reinsurance	26
Section 3.3	Disclaimer	28
Article IV CERTAIN FINANCIAL PROVISIONS		28
Section 4.1	Provision of Security by the Reinsurer	28
Section 4.2	Credit for Reinsurance	31
Section 4.3	RBC Reports	31
Section 4.4	Closed Block Assets.	31
Section 4.5	Additional Layer of Closed Block Reinsurance	33
Article V PLAN OF REINSURANCE		34
Section 5.1	Plan	34
Section 5.2	Follow the Fortunes	34
Section 5.3	Reductions and Terminations	34
Section 5.4	Reinstatements	34
Section 5.5	Contractual Conversions; Internal Replacement; Annuitizations	35
Section 5.6	New Policies	36
Section 5.7	Policy List Errors	36
Article VI ADMINISTRATION		36
Section 6.1	Administrative Services	36

1

Section 6.2	Net Settlements	36
Article VII OPTION LETTERS; ASSUMPTION CERTIFICATES; NOVATION		37
Section 7.1	Novation	37
Section 7.2	Licenses; Regulatory Approvals for Novation	37
Section 7.3	Option Letter	38
Section 7.4	Novated Contracts	39
Section 7.5	Effect of Assumption	39
Article VIII DAC TAX		40
Section 8.1	DAC Tax Election	40
Article IX INSOLVENCY AND CUT THROUGH		41
Section 9.1	Insolvency	41
Section 9.2	Cut Through	41
Article X TERMINATION		42
Section 10.1	Duration of Coinsurance	42
Section 10.2	Termination	42
Section 10.3	Termination by the Company	42
Section 10.4	Termination by the Reinsurer	43
Section 10.5	Settlement Upon Termination	43
Article XI RESOLUTION OF CERTAIN DISPUTES		44
Section 11.1	Disputes over Actual Initial Coinsurance Premium Calculations and SPA Adjusted Coinsurance Premium	44
Section 11.2	Disputes over Calculations	47
Article XII INDEMNIFICATION		47
Section 12.1	Indemnification of the Reinsurer by the Company	47
Section 12.2	Indemnification of the Company by the Reinsurer	48
Article XIII CONFIDENTIALITY		48
Section 13.1	Confidentiality	48
Article XIV REPRESENTATIONS AND WARRANTIES		49
Section 14.1	Representations and Warranties of Reinsurer	49
Section 14.2	Representations and Warranties of the Company	50
Article XV GENERAL PROVISIONS		51
Section 15.1	Errors and Omissions	51
Section 15.2	Offset and Recoupment	51
Section 15.3	Expenses	51
Section 15.4	Parties to this Agreement	52
Section 15.5	Authority	52
Section 15.6	No Assignment	52
Section 15.7	Notices	52
Section 15.8	Severability	53

2

Section 15.9	Announcements	54
Section 15.10	Schedules, Annexes and Exhibits	54
Section 15.11	Entire Agreement	54
Section 15.12	Binding Effect	54
Section 15.13	Waiver and Amendment	54
Section 15.14	Headings	54
Section 15.15	Counterparts	55
Section 15.16	No Prejudice	55
Section 15.17	Governing Law; Jurisdiction; Enforcement	55
Section 15.18	Further Assurances	56

INDEX OF SCHEDULES

Schedule 1.1(i) Assumed Reinsurance Agreements

Schedule 1.1(ii) Captive Reinsurance Agreements

Schedule 1.1(iii) Other Reinsurance

Schedule 2.12 Interest Maintenance Reserve

Schedule 7.3(a) Novation and Assumption Consent Solicitation Procedures by Subject Contract Type

Schedule 7.3(d) Required Parties

INDEX OF ANNEXES

Annex A-1 List of Reinsurance Assets

Annex A-2 List of Unavailable Assets

Annex B Net Settlements

Annex C Net Retained Liabilities Ceding Commission Adjustment

Annex D-1 Swiss Re Reduction Methodology

Annex D-2 Hannover Reduction Methodology

Annex D-3 Excess Reduction Methodology

Annex E List of EI Hedges

Annex F Life Reference Balance Sheet

Annex G Additional Life Reference Balance Sheet Assets

Annex H Closed Block Financing Assets

Annex I Policy List

INDEX OF EXHIBITS

Exhibit I Form of Custody Agreement

Exhibit II Form of Notice and Certificate of Assumption

Exhibit III Alternative Form of Notice and Certificate of Assumption

3

COINSURANCE AND ASSUMPTION AGREEMENT

This Coinsurance and Assumption Agreement (this “Agreement”), dated as of October 1, 2013, is made by and between Aviva Life and Annuity Company, an insurance company organized under the laws of the State of Iowa (the “Company”), and Presidential Life Insurance Company - USA, an insurance company organized under the laws of the State of Iowa (the “Reinsurer”; each of the Company and the Reinsurer, a “Party” and together, the “Parties”).

RECITALS

WHEREAS, the Company desires to cede or retrocede to the Reinsurer, on the terms and conditions stated herein, all of its liabilities under certain life insurance policies issued and reinsured by it;

WHEREAS, the Reinsurer desires to reinsure such policies from the Company on the terms and conditions stated herein;

WHEREAS, the Company and the Reinsurer intend that the basis of the reinsurance shall be 100% coinsurance by the Reinsurer;

WHEREAS, subject to a transition services agreement entered into on the date hereof between Aviva USA Corporation and the Reinsurer (the “Transition Services Agreement”), the Company and the Reinsurer intend that the Reinsurer will provide certain administrative services for policies reinsured hereunder, and the Company and the Reinsurer have entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Reinsurer shall provide such administrative services on the terms and conditions stated therein; and

WHEREAS, with the exception of the Closed Block Policies (as defined herein), the Reinsurer is required to novate each Reinsured Policy (as defined herein) for which Required Party (as defined herein) consents have been obtained and to assume any such Reinsured Policy as the Reinsurer’s direct obligation, and the Company and the Reinsurer intend to cooperate fully in effectuating the assumption and novation of any such Reinsured Policies in accordance with all requirements of Applicable Law (as defined herein).

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the Company and the Reinsurer hereby agree as follows:

ARTICLE I

DEFINITIONS AND CONSTRUCTION

Section 1.1Definitions. Unless the context requires otherwise, for all purposes of this Agreement, the capitalized terms set forth below shall have the following meanings:

1

“2013 Policies” means any Policies issued or reinsured by the Company on or after January 1, 2013 and prior to the Effective Date.

“Action” has the meaning ascribed thereto in the Purchase Agreement.

“Actual Initial Coinsurance Premium” has the meaning ascribed thereto in Section 2.3(a)(vi).

“Additional Collateral Amount” means, as of any date of determination, the greater of (a) zero and (b) (i) the Custody Account OC Amount, plus (ii) the Custody Account Ceding Commission Amount, minus (iii) the Captive Financing Excess Collateral Amount.

“Additional Life Reference Balance Sheet Assets” means the additional assets referenced in the Life Reference Balance Sheet as set forth on Annex G hereto.

“Administrative Services Agreement” has the meaning ascribed thereto in the Recitals.

“Administrator” means the Reinsurer in its capacity as administrator under the Administrative Services Agreement.

“Additional Layer” has the meaning ascribed thereto in Section 4.5(a).

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such other Person at the time at which the determination of affiliation is made. The term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or other ownership interests, by contract or otherwise.

“Agreement” has the meaning ascribed thereto in the Recitals.

“AmerUS Closed Block” means the closed block of business established pursuant to the AmerUS Plan of Reorganization and operated in accordance with the AmerUS Closed Block Memorandum.

“AmerUS Closed Block Memorandum” means the Closed Block Memorandum dated as of October 25, 1995, and attached as Exhibit A to the AmerUS Plan of Reorganization.

“AmerUS Plan of Reorganization” means the Plan of Reorganization of American Mutual Life Insurance Company dated as of October 30, 1995.

“Amortization Period” means the ten (10) years following the Effective Date.

“Annuitization” has the meaning ascribed thereto in Section 5.5(c).

“Annuitization Payment” has the meaning ascribed thereto in Section 5.5(c).

2

“Applicable Law” means any law, statute, regulation, rule, ordinance, order, injunction, judgment, decree, principle of common law, constitution or treaty enacted, promulgated, issued, enforced or entered by any Governmental Entity applicable to a party hereto, or any of its respective businesses, properties or assets, as may be amended from time to time, including the AmerUS Closed Block Memorandum and the AmerUS Plan of Reorganization.

“Applicable Rate” means, with respect to any date of determination, an interest rate equal to one-month LIBOR for dollars that appears on page LIBOR 01 (or a successor page) of the Reuters Telerate Screen as of 11:00 a.m., London time, on such date.

“Asset Identification Protocol” has the meaning ascribed thereto in the Purchase Agreement.

“Assigned EI Hedge Costs Amount” shall mean, with respect to each EI Hedge, an amount equal to the Assigned EI Hedge Interest Proportion of the gross actual direct acquisition costs paid by the Company for such EI Hedge. For the avoidance of doubt, the Assigned EI Hedge Costs Amount shall be determined without regard to any netting of amounts between the Company and the relevant Hedge Counterparty.

“Assigned EI Hedge Proceeds Amount” shall mean, with respect to each EI Hedge and for each applicable Monthly Accounting Period, an amount equal to any amounts actually received (or deemed received) by the Company from the relevant Hedge Counterparty during such Monthly Accounting Period in accordance with the provisions of such EI Hedge, including upon an early exercise of an EI Hedge by the Company. For the avoidance of doubt, the Assigned EI Hedge Proceeds Amount shall be determined without regard to any netting of amounts between the Company and the relevant Hedge Counterparty.

“Assumed Reinsurance Agreement” means any reinsurance agreement in effect as of the Effective Time under which the Company assumes liabilities or obligations with respect to any Policy, including the assumed reinsurance agreements listed on Schedule 1.1(i) hereto.

“Aviva Re IV” means Aviva Re USA IV, Inc., a special purpose financial captive insurance company organized under the laws of the State of Vermont.

“Business Day” means any day other than a Saturday, a Sunday or any other day on which banking institutions in New York, New York or Des Moines, Iowa are required or authorized by Applicable Law to be closed.

“Canada Life Captive Financing” means the transactions and agreements contemplated by the plan of operation filed on August 27, 2013 with the Vermont Insurance Division with respect to Gotham Re, Inc., a Vermont special purpose financial insurance company.

“Captive Asset Balance” means, as of any day, for each Captive Reinsurer, (i) the amount of capital and surplus of such Captive Reinsurer, plus (ii) the amount of the Captive Statutory Reserves for such Captive Reinsurer less the amount of such Captive Statutory Reserves financed by the financing counterparties to the Captive Financing in respect of such Captive Reinsurer, minus

3

(iii) (A) in the case of the Captive Reinsurer formed in connection with the Swiss Re Captive Financing only, the Funds Withheld Account Balance (as defined in the Reinsurance Agreement for the Swiss Re Captive Financing) or (B) in the case of the Captive Reinsurer formed in connection with the Hannover Life Captive Financing only, the Funds Withheld Account 2 Balance (as defined in the Reinsurance Agreement for the Hannover Life Captive Financing), in each case, disregarding any new business not included on April 30, 2013 within a Company Captive Financing; provided that (x) in the case of the Captive Reinsurer established in connection with the Hannover Life Captive Financing, the Captive Asset Balance shall be reduced by the amount of the Hannover Captive Excess Collateral as of such day and (y) in the case of the Captive Reinsurer established in connection with the Swiss Re Captive Financing, the Captive Asset Balance shall be increased by the Statutory Book Value of the assets held in the Swiss Re Captive Fee LLC as of such day. The Captive Asset Balance for any Captive Reinsurer shall be reduced to zero (0) upon the termination of Captive Financing to which such Captive Reinsurer is party.

“Captive Financing Excess Collateral Amount” means, as of any date of determination, the sum of (i) the Hannover Captive Excess Collateral Amount as of such day, plus (ii) the Statutory Book Value of the assets held in the Swiss Re Captive Fee LLC as of such day.

“Captive Financing Period” means, for any Captive Financing with a financing counterparty, the period beginning on the Effective Date and ending on the scheduled termination date as set forth in the applicable transaction documents entered into with such financing counterparty in connection with the Company Captive Financing.

“Captive Financings” means, collectively, the Canada Life Captive Financing, the Hannover Life Captive Financing, the RGA Captive Financing and the Swiss Re Captive Financing.

“Captive Policies” means those Reinsured Policies ceded under the Captive Reinsurance Agreements.

“Captive Reinsurer” means for any Captive Financing, the captive reinsurance company formed in connection with such Captive Financing.

“Captive Reinsurance Agreements” means the reinsurance treaties and agreements listed on Schedule 1.1(ii) hereto.

“Captive Statutory Reserves” means, for any Captive Reinsurer, the definition of “Statutory Reserves” as set forth in the Captive Reinsurance Agreement to which such Captive Reinsurer is a party.

“Captives” means any captive reinsurance company established by the Reinsurer to enter into a Redundant Reserve Financing Transaction.

“Ceding Commission” has the meaning ascribed thereto in Section 2.3(b), and may be either positive or negative.

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“Closed Block Financing” means the captive reinsurance and financing arrangements entered into among the Company, Aviva Re IV, BNP Paribas and other parties in connection with the coinsurance agreement, dated as of December 15, 2011, by and between the Company and Aviva Re IV, and the credit facility agreement, dated as of December 15, 2011, by and between Aviva Re IV and BNP Paribas.

“Closed Block Financing Assets” means the assets of Aviva Re IV and the assets of the Company that are retained by the Company on a funds withheld basis in connection with the Closed Block Financing, excluding the letter of credit issued in connection with the Closed Block Financing.

“Closed Block Policies” means all insurance policies and contracts (including supplementary contracts), together with all related binders, slips and certificates and including applications therefor and all supplements, endorsements, riders and agreements in connection therewith, that have been issued or assumed by the Company and which are included in the AmerUS Closed Block.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” has the meaning ascribed thereto in Section 2.10(b).

“Company” has the meaning ascribed thereto in the Recitals.

“Company Captive Financing” means each captive financing arrangement in place as of April 30, 2013 with a financing counterparty which is party to a Captive Financing.

“Company Indemnified Parties” has the meaning ascribed thereto in Section 12.2.

“Company Termination Payment” has the meaning ascribed thereto in Section 10.4.

“Confidential Information” means (a) with respect to the Company, any information with respect to the Company (other than information relating to the Policies) that is not generally available to the public, and includes, without limitation, policyholder lists, any medical, financial and other personal information about proposed, current, and former policyowners, insureds, applicants, and beneficiaries of the Company (other than proposed, current, and former policyowners, insureds, applicants and beneficiaries of the Policies) and information or knowledge about the Company’s processes, services, finances and reserving methodology and (b) with respect to the Reinsurer, any information with respect to the Policies or the Reinsurer that is not generally available to the public, and includes, without limitation, policyholder lists, any medical, financial and other personal information about proposed, current, and former policyowners, insureds, applicants, and beneficiaries of Policies and information or knowledge about the Reinsurer’s processes, services, finances and pricing and reserving methodology.

“Consultation Period” has the meaning ascribed thereto in Section 11.1(b).

“CPA Firm” has the meaning ascribed thereto in Section 11.1(b).

“Custodian” has the meaning ascribed thereto in Section 4.1(a).

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“Custody Account” has the meaning ascribed thereto in Section 4.1(a).

“Custody Agreement” means the Custody Agreement between the Reinsurer, as customer, and the Custodian, as custodian, substantially in the form attached as Exhibit I hereto.

“Custody Account Ceding Commission Amount” means an amount equal to (i) the ratio of (x) the Reinsurer’s Share of the Statutory Reserves that would be required to be held by the Company with respect to the Reinsured Policies if this Agreement were not in effect as of the date of determination, over (y) the Reinsurer’s Share of the Statutory Reserves with respect to the Reinsured Policies as of the Effective Date, multiplied by (ii) the absolute value of the Ceding Commission, multiplied by (iii) the ratio of (x) the remaining number of months in the Amortization Period over (y) 120.

“Custody Account OC Amount” means 2.75% multiplied bythe sum of (i) the Reinsurer’s Share of the Statutory Reserves that would be required to be held by the Company with respect to the Reinsured Policies (other than the Captive Policies and the Closed Block Policies) if this Agreement were not in effect, plus (ii) the Reinsurer’s Share of the Interest Maintenance Reserve attributable to the Reinsured Liabilities and the Closed Block Policies, plus (iii) the amount of any new Interest Maintenance Reserve that is created at the Effective Time as a direct result of the transactions contemplated by this Agreement, in each case, as of such date of determination and determined in accordance with SAP, consistently applied.

“Economic Reserves” means, as of any date of determination, an amount equal to the greater of (a) zero and (b) an amount calculated by the Reinsurer in accordance with the accounting and actuarial practices of the Reinsurer, consistently applied.

“Effective Date” means October 1, 2013.

“Effective Time” means 12:00:01 a.m. Eastern time on the Effective Date.

“EI Hedge” and “EI Hedges” have the meanings ascribed thereto in Section 2.11(a).

“Equity Indexed Reinsured Policies” means all indexed universal life insurance Policies included in the Reinsured Policies.

“Estimated Initial Coinsurance Premium” has the meaning ascribed thereto in Section 2.3(a)(iii).

“Excess Reduction Methodology” means the methodology set forth on Annex D-3.

“Excluded Liabilities” has the meaning ascribed thereto in the Purchase Agreement.

“Excluded Reinsured Liability” has the meaning ascribed thereto in the Purchase Agreement.

“Extra Contractual Obligations” means all obligations or Losses (whether known or unknown, contingent or otherwise) incurred or arising at any time under or relating to any Policy that are not provided by the contractual benefits arising under the express terms and conditions of

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such Policy or are in excess of the applicable Policy benefits, including any liability for taxes, toll charges, fines, penalties, forfeitures, excess or penalty interest, punitive, special, exemplary or other form of extra-contractual damages or attorneys’ fees and costs awarded, which obligations or Losses arise from any act, error or omission, whether or not intentional, negligent, in bad faith or otherwise, including obligations or Losses arising out of or relating to: (a) the form, marketing, distribution, sale, underwriting, issuance, cancellation or administration of the Policies; (b) the investigation, defense, trial, settlement or handling of claims, benefits or payments under the Policies; (c) the failure to pay, the delay in payment of, or errors in calculating or administering the payment of, benefits, claims or any other amounts due or alleged to be due under or in connection with the Policies; (d) Premium Taxes other than those settled under Section 2.6 in connection with premiums received under the Policies; (e) the failure of any Policy to provide the purchaser, policyholder, account holder or other holder or intended beneficiaries thereof with tax treatment under the Code that is the same as or more favorable than the tax treatment under the Code (i) that was purported to apply in materials provided at the time of issuance, assumption, exchange, modification or sale of the Policy by the Company or any of its predecessors or (ii) for which policies or contracts of that type were reasonably expected to qualify under the Code; (f) the treatment of any Policy as a “modified endowment contract” within the meaning of Section 7702A of the Code, except where the holder of the Policy shall have consented to its status as a “modified endowment contract” under Section 7702A; (g) the failure of the Company to comply with any applicable tax information reporting, withholding or disclosure requirements with respect to distributions or payments made pursuant to the Policies; (h) any taxes applicable to the Reinsurance Assets (but excluding the Company’s share of any taxes under Section 15.3); and (i) the failure to pay, the delay in payment, or errors in calculating or administering the payment of, unclaimed property, escheat or other similar liabilities related to the Policies; provided that “Extra Contractual Obligations” will not under any circumstances include (x) any such liabilities, obligations or Losses incurred or arising solely as a result of actions or omissions of the Company, but only to the extent such actions or omissions of the Company constitute gross negligence or bad faith and were not taken or omitted at the direction of the Reinsurer or consented to by the Reinsurer in writing or (y) U.S. federal or state income or capital stock or similar taxes (or any interest or penalties imposed with respect to the payment or reporting thereof) imposed upon the Company or any of its Affiliates.

“Fair Market Value” means, with respect to any asset, the fair market value thereof calculated in accordance with the accounting and actuarial practices of the Company, consistently applied.

“Fixed Spread Policies” means the certain block of life insurance policies and contracts s (including supplementary contracts), known between the parties as the “fixed spread business”, together with all related binders, slips and certificates and including applications therefor and all supplements, endorsements, riders and agreements in connection therewith, issued or reinsured by the Company.

“Funds Withheld Account” has the meaning ascribed thereto in Section 4.4(c).

“Funds Withheld Assets” has the meaning ascribed thereto in Section 4.4(d).

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“Governmental Entity” means any foreign, federal, state, local or other governmental, legislative, judicial, administrative or regulatory authority, agency, commission, board, body, court or entity or any instrumentality thereof or any self-regulatory body or arbitral body or arbitrator.

“Governmental Order” means any order, writ, judgment, injunction, declaration, decree, stipulation, determination, award, agreement or permitted practice entered by or with any Governmental Entity.

“Hannover Captive Excess Collateral Amount” means, as of any day, the aggregate Statutory Book Value of the assets of the Captive Reinsurer formed in connection with the Hannover Life Captive Financing that are in excess of the assets required to be held by such Captive Reinsurer to maintain a RBC Ratio of 350%.

“Hannover Life Captive Financing” means the transactions and agreements contemplated by the plan of operation filed on August 26, 2013 with the Iowa Insurance Division with respect to Cape Verity II, Inc., an Iowa limited purpose subsidiary life insurance company.

“Hannover Reduction Methodology” means the methodology set forth on Annex D-2.

“Hedge Counterparty” means, with respect to each EI Hedge, the counterparty of the Company with respect to such EI Hedge.

“Initial Coinsurance Premium” has the meaning ascribed thereto in Section 2.3(a)(i).

“Initial Coinsurance Premium Adjustment” has the meaning ascribed thereto in Section 2.3(a)(v).

“Initial Coinsurance Premium Reconciliation Statement” has the meaning ascribed thereto in Section 2.3(a)(v).

“Interest Maintenance Reserve” means the amounts set forth on Schedule 2.12 as revised as of the Effective Date. The calculation of the Interest Maintenance Reserve for purposes of Section 2.3(a)(i)(C) (the calculation of the Interest Maintenance Reserve created at the Effective Time as a direct result of the transactions contemplated by this Agreement) shall be equal to any net pre-tax realized capital gains multiplied by 65%.

“Life Reference Balance Sheet” means the balance sheet for the Life Business (as defined in the Purchase Agreement) attached as Annex F hereto.

“Losses” means any damages, claims, losses, liabilities, charges, actions, suits, proceedings, deficiencies, taxes, fees, assessments, interest, penalties and reasonable costs and expenses (including reasonable attorneys’ fees and expenses).

“Market Value of Unavailable Assets” means an amount equal to the aggregate of (i) the Fair Market Value of the assets labeled “Sold Assets” and “Other Assets” on Annex A-2 as of the Effective Date, plus (ii) the par value of the assets labeled “Matured Assets” on Annex A-2.

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“Monthly Accounting Period” means, with respect to any calendar month, the period beginning on the first day of such calendar month and ending on the last day of such calendar month.

“Net Retained Liabilities” means, with respect to any time of determination, all liabilities or obligations in respect of any Policy that, under the terms of any Other Reinsurance Agreement covering such Policy, (a) the Company is required to retain unreinsured and for its own account or (b) in the opinion of the Company and the Reinsurer, requires consent from any party to such Other Reinsurance Agreement in order to effect reinsurance under this Agreement, and as to which a waiver of such requirement or other consent has not been obtained prior to such time of determination.

“Net Retained Liabilities Adjustment Period” has the meaning ascribed thereto in Section 2.4(b)(ii).

“Net Retained Liability Reserve Transfer Amount” means, with respect to any Net Retained Liability for which subsequent to the Effective Date a waiver or consent is obtained to reinsure such Net Retained Liability under the terms of this Agreement or the Parties otherwise agree that any such waivers or consents shall not be required as a condition to coverage hereunder, the sum of (a) the gross statutory reserves (including deficiency reserves) and any additional policy-related liabilities that are required to be held by the Company with respect to such Net Retained Liability as of the Effective Date, less (b) the Reinsurer’s Share of (x) policy loan balances on such Net Retained Liability as of the Effective Date, and (y) net due and deferred Premiums on such Net Retained Liability as of the Effective Date, reduced by credit for reinsurance taken by the Company in respect of such Net Retained Liability for Other Reinsurance as of the Effective Date.

“Net Settlement” has the meaning ascribed thereto in Section 6.2(a).

“Non-Guaranteed Elements” has the meaning ascribed thereto in Section 2.8(b).

“Notice and Certificate of Assumption” has the meaning ascribed thereto in Section 7.3(a).

“Notice of Agreement” has the meaning ascribed thereto in Section 11.1(a).

“Novated Contracts” has the meaning ascribed thereto in Section 7.4.

“Option Letter” has the meaning ascribed thereto in Section 7.3(a).

“Other Reinsurance” means reinsurance ceded with respect to Reinsured Policies under the terms of the ceded reinsurance agreements that the Company has entered into with third parties or Aviva Re IV prior to the Effective Time covering the Reinsured Policies, including the ceded reinsurance agreements listed on Schedule 1.1(iii), and any ceded reinsurance agreement entered into by the Company with the Reinsurer’s prior written consent pursuant to Section 2.7, as all such reinsurance ceded may be in force from time to time.

“Other Reinsurance Agreements” means the reinsurance treaties and agreements documenting the Other Reinsurance (including all amendments and modifications thereto entered into prior to the Effective Date or pursuant to Section 3.2).

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“Other Reinsurance Benefits” means, for any period, the aggregate amount of benefits, fees, allowances and other amounts actually received by the Company for reinsurance ceded pursuant to Other Reinsurance Agreements with respect to the Reinsured Policies during such period.

“Other Reinsurance Premiums” means, for any period, the aggregate amount of premiums paid by the Company pursuant to Other Reinsurance Agreements with respect to the Reinsured Policies during such period.

“Other Transaction Agreements” means, collectively, all of the Transaction Documents other than this Agreement.

“Party” has the meaning ascribed thereto in the Recitals.

“Parties” has the meaning ascribed thereto in the Recitals.

“Payee” has the meaning ascribed thereto in Section 9.2(a).

“Person” means an individual, corporation, partnership, joint venture, limited liability company, association, trust, unincorporated organization or other entity.

“Policies” means, collectively, (a) the life insurance policies and contracts listed on the Policy List (including supplementary contracts), together with all related binders, slips and certificates and including applications therefor and all supplements, endorsements, riders and agreements in connection therewith, issued or reinsured by the Company, including the Closed Block Policies, (b) the life insurance policies and contracts (including supplementary contracts), together with all related binders, slips and certificates and including applications therefor and all supplements, endorsements, riders and agreements in connection therewith, issued or reinsured by the Company on or after January 1, 2013 and prior to the Effective Date and (c) any additional life insurance policies and contracts (including supplementary contracts), together with all related binders, slips and certificates and including applications therefor and all supplements, endorsements, riders and agreements in connection therewith, issued or reinsured by the Company from time to time determined to be a Policy in accordance with Section 5.7.

“Policy List” means the list of policies set forth in Annex I, together with any written update to such file provided by the Company to the Reinsurer and, with respect to policies included on any such written update, which were issued or assumed by the Company prior to January 1, 2013 only if such policies are approved in writing by the Reinsurer at least three Business Days prior to the Effective Date.

“Premiums” means premiums and considerations due or to become due, premiums deferred and uncollected, premium adjustments and any and all amounts or payments, including any and all policy fees, charges, reimbursements and similar amounts, which are or were held, received or collected by the Company, or which are now due or will become due from any source under or in connection with the Reinsured Policies, but not including Other Reinsurance Premiums.

“Premium Taxes” has the meaning ascribed thereto in Section 2.6(b).

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“Producer” means each Person, including salaried employees of the Company or its Affiliates, performing the duties of insurance producer, agency, managing general agent, third party administrator, broker, solicitor, adjuster, marketer, underwriter, wholesaler, distributor, producer or customer representative for the Company.

“Producer Agreements” means contracts between the Company and any Producer.

“Producer Payments” means any expense allowance, commission, override commission, service fee or other compensation payable by the Company to a Producer pursuant to a Producer Agreement in connection with any Reinsured Policy.

“Purchase Agreement” means that certain Purchase and Sale Agreement, dated as of April 30, 2013, by and among Athene Holding Ltd. and Commonwealth Annuity and Life Insurance Company.

“Qualified United States Financial Institution” means an institution that is (a) organized or, for a United States branch or agency office of a foreign banking organization, licensed under the laws of the United States or any state thereof and has been granted authority to operate with fiduciary powers and (b) regulated, supervised and examined by federal or state authorities having regulatory authority over banks and trust companies.

“RBC Ratio” means, for the Reinsurer or any Captive Reinsurer, the ratio, as of the date of determination, of the Reinsurer’s or such Captive Reinsurer’s “total adjusted capital” over its “company action level risk-based capital,” as such terms are defined and prescribed by requirements promulgated by the National Association of Insurance Commissioners and regulations adopted by the insurance regulatory authorities in the Reinsurer’s or such Captive Reinsurer’s state of domicile, which are in effect as of such date, calculated as of the end of each calendar quarter, and using reserving methodologies and asset classifications that are in accordance with generally accepted statutory accounting principles and practices required or permitted by the National Association of Insurance Commissioners and the insurance regulatory authority in the Reinsurer’s or such Captive Reinsurer’s state of domicile, consistently applied throughout the specified period and in the immediately prior comparable period; provided, that in the event there is a material change in the factors and formulae prescribed by the insurance regulatory authority in the Reinsurer’s or such Captive Reinsurer’s state of domicile with respect to the components of and methodologies contained in such calculation, the Parties shall amend this Agreement to incorporate an alternate calculation that is reasonably equivalent to the components of and methodologies contained in the calculation of the Reinsurer’s or such Captive Reinsurer’s RBC Ratio in effect as of the Effective Date within thirty (30) calendar days after the implementation of such change, and if the Parties cannot agree on any such alternative, the Reinsurer or such Captive Reinsurer shall continue to calculate its or such Captive Reinsurer’s RBC Ratio as if such material change had not occurred.

“Redundant Reserve Financing Transactions” means the Regulation AXXX and Regulation XXX redundant reserve financing transactions to be entered into by the Company and the Captives.

“Reinsurance Assets” has the meaning ascribed thereto in Section 2.3(a)(i).

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“Reinsured Liabilities” means all gross liabilities and obligations, net of Other Reinsurance Benefits, to the extent such liabilities and obligations arise out of or relate to the Reinsured Policies, including payments of any such liabilities or obligations to any Governmental Entity, whether for tax withholding, escheat, unclaimed property or otherwise, and Extra Contractual Obligations, but excluding Net Retained Liabilities, any liabilities or obligations arising out of or relating to the Novated Contracts and any Excluded Liabilities.

“Reinsured Policies” has the meaning ascribed thereto in Section 2.1.

“Reinsurer” has the meaning ascribed thereto in the Recitals.

“Reinsurer Indemnified Parties” has the meaning ascribed thereto in Section 12.1.

“Reinsurer’s Objection” has the meaning ascribed thereto in Section 11.1(a).

“Reinsurer’s Share” has the meaning ascribed thereto in Section 2.2.

“Reinsurer Termination Event” means any failure by the Company (or any successor by operation of law of the Company, including any receiver, liquidator, rehabilitator, conservator or similar Person of the Company) to pay any material amount due to the Reinsurer under this Agreement payable by the Company if such failure has not been cured within ninety (90) calendar days after receipt of written notice thereof from the Reinsurer.

“Reinsurer Termination Payment” has the meaning ascribed thereto in Section 10.5.

“Replacement Assets” has the meaning ascribed thereto in Section 4.1(c).

“Representatives” has the meaning ascribed thereto in Section 13.1.

“Required Balance” has the meaning ascribed thereto in Section 4.1(b).

“Required Party” means any policyholder, contractholder, certificate holder and/or plan sponsor, as applicable, of a Reinsured Policy whose consent is required for novation of such Reinsured Policy under (a) Applicable Law, (b) the terms of the applicable Reinsured Policy, or (c) the consent solicitation procedures set forth on Schedule 7.3(a) (which identifies requirements applicable to different types of Reinsured Policies).

“Review Period” has the meaning ascribed thereto in Section 11.1(a).

“RGA Captive Financing” means the transactions and agreements contemplated by the plan of operation filed on August 23, 2013 with the Iowa Insurance Division with respect to Cape Verity III, Inc., an Iowa limited purpose subsidiary life insurance company.

“SAP” means the statutory accounting principles and practices prescribed by the insurance regulatory authorities in the Company’s state of domicile.

“SPA” has the meaning ascribed thereto in the Purchase Agreement.

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“SPA Adjusted Coinsurance Premium” shall have the meaning ascribed thereto in Section 2.3(a)(vii).

“SPA Coinsurance Premium Adjustment” shall have the meaning ascribed thereto in Section 2.3(a)(vii).

“SPA Coinsurance Premium Reconciliation Statement” shall have the meaning ascribed thereto in Section 2.3(a)(vii).

“Statutory Book Value” means the carrying value of the subject asset or liability on the books of the Reinsurer for statutory statement purposes determined in accordance with the statutory accounting principles and practices prescribed by the Reinsurer’s state of domicile, consistently applied.

“Statutory Reserves” means, as of any date of determination, the gross statutory reserves (including deficiency reserves) and any additional policy-related liabilities that are required to be held by the Company with respect to the Reinsured Policies as of such date of determination, in each case, as determined in accordance with SAP, consistently applied, and reduced by credit for reinsurance taken by the Company in respect of the Reinsured Policies for Other Reinsurance as of such date of determination. In no event shall Statutory Reserves include additional actuarial reserves (as used in connection with SAP), if any, established by the Company as a result of its annual cash flow testing.

“Supplemental Allowance” means (i) for the Canada Life Captive Financing and the RGA Captive Financing, 0, (ii) for the Swiss Re Captive Financing, for each Monthly Accounting Period prior to the expiration of the applicable Captive Financing Period, an amount equal to (A) the Supplemental Allowance Fee Rate for the Captive Reinsurer formed in connection with the Swiss Re Captive Financing as of the beginning of such Monthly Accounting Period, multiplied by (B) the Captive Asset Balance for the Captive Reinsurer formed in connection with the Swiss Re Captive Financing as of the beginning of such Monthly Accounting Period, multiplied by (C) 0.8, multiplied by (D) a fraction equal to 30 divided by 360 and (iii) for the Hannover Life Captive Financing, for each Monthly Accounting Period prior to the expiration of the applicable Captive Financing Period, an amount equal to the sum of (x) and (y) where (x) equals (A) the Supplemental Allowance Fee Rate for the Captive Reinsurer formed in connection with the Hannover Life Captive Financing as of the beginning of such Monthly Accounting Period, multiplied by (B) the Captive Asset Balance for the Captive Reinsurer formed in connection with the Hannover Captive Financing as of the beginning of such Monthly Accounting Period, multiplied by (C) 0.8, multiplied by (D) a fraction equal to 30 divided by 360 and (y) equals (A) 100 basis points, as may be reduced pursuant to the Excess Reduction Methodology multiplied by (B) the Hannover Captive Excess Collateral as of the beginning of such Monthly Accounting Period, multiplied by (C) a fraction equal to 30 divided by 360. The aggregate Supplemental Allowance for all Captive Financings will be included as part of the calculation of the Net Settlement.

“Supplemental Allowance Fee Rate” means, (i) for the Swiss Re Captive Financing, as of any date, the greater of (A) 0 and (B) 12 basis points, as may be reduced as of such date pursuant to the Swiss Re Reduction Methodology and (ii) for the Hannover Life Captive Financing, as of

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any date, the greater of (x) 0 and (y) 15 basis points, as may be reduced as of such date pursuant to the Hannover Reduction Methodology.

“Supplementary Contracts” shall mean all supplementary contracts, whether with or without life contingencies, issued by the Company upon the Annuitization of a Reinsured Policy.

“Swiss Re Captive Fee LLC” means Tapioca View LLC.

“Swiss Re Captive Financing” means the transactions and agreements contemplated by the plan of operation filed on August 27, 2013 with the Iowa Insurance Division with respect to Cape Verity I, Inc., an Iowa limited purpose subsidiary life insurance company.

“Swiss Re Reduction Methodology” means the methodology set forth on Annex D-1.

“Systems Conversion” has the meaning ascribed thereto in Section 5.5(c).

“Targeted Policies” has the meaning ascribed thereto in Section 7.1.

“Taxes” has the meaning ascribed thereto in the Purchase Agreement.

“Tax Returns” has the meaning ascribed thereto in the Purchase Agreement.

“Transaction Documents” has the meaning ascribed thereto in the Purchase Agreement.

“Transition Services Agreement” has the meaning ascribed thereto in the Recitals.

“UCC” has the meaning ascribed thereto in Section 2.9(c)(i).

“Unavailable Asset Amount” means an amount equal to the Statutory Book Value of the assets set forth on Annex A-2 as of the date such assets were sold or otherwise became unavailable to transfer under this Agreement.

“Unavailable Assets” means assets of the Company that are unavailable to be transferred under this Agreement as set forth on Annex A-2.

“Unresolved Items” has the meaning ascribed thereto in Section 11.1(b).

Section 1.2Construction.

(a)For purposes of this Agreement, the words “hereof,” “herein,” “hereby” and other words of similar import refer to this Agreement as a whole unless otherwise indicated.

(b)Whenever the singular is used herein, the same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate.

(c)For purposes of this Agreement, the term “including” means “including but not limited to.”

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(d)Whenever used in this Agreement, the masculine gender shall include the feminine and neutral genders.

(e)All references herein to Articles, Sections, Subsections, Paragraphs, Exhibits, Annexes and Schedules shall be deemed references to Articles, Sections, Subsections and Paragraphs of, and Exhibits, Annexes and Schedules to, this Agreement, unless the context shall otherwise require.

(f)Any reference herein to any statute, agreement or document, or any section thereof, shall, unless otherwise expressly provided, be a reference to such statute, agreement, document or section as amended, modified, restated, supplemented or otherwise changed (including any successor section) and in effect from time to time.

(g)All terms defined in this Agreement shall have the defined meaning when used in any Schedule, Annex, Exhibit, certificate or other documents attached hereto or made or delivered pursuant hereto unless otherwise defined therein.

ARTICLE IICOINSURANCE

Section 2.1Scope and Basis of Reinsurance. The reinsurance provided under this Agreement applies to all Policies, other than Novated Contracts, that are (a) issued by the Company and in force as of the Effective Time, (b) issued by the Company after the Effective Time in accordance with Section 5.6 hereof, (c) reinsured by the Company under the terms of any Assumed Reinsurance Agreement as of the Effective Time, and (d) reinstated by the Company in accordance with Section 5.4 hereof (collectively, the “Reinsured Policies”); provided, that “Reinsured Policies” shall not include (i) any Supplementary Contracts or any Policies that have been subject to an Annuitization in accordance with Section 5.5(c) or (ii) the Fixed Spread Policies.

Section 2.2Reinsuring Clause. Subject to the terms and conditions of this Agreement, the Company hereby cedes and the Reinsurer hereby reinsures on a coinsurance basis as of the Effective Time, 100% (the “Reinsurer’s Share”) of all Reinsured Liabilities.

Section 2.3Transfer of Assets and Ceding Commission.

(a)Coinsurance Premium.

(i)On the Effective Date, the Company will pay to the Reinsurer an initial coinsurance premium that relates to the Reinsured Policies consisting of (1) assets that are listed and that have Fair Market Values (exclusive of accrued interest) set forth on Annex A-1 (the “Reinsurance Assets”), equal to the Reinsurer’s Share of the following amount: (A) (x) the Statutory Reserves held by the Company with respect to the Reinsured Policies (other than the Captive Policies and the Closed Block Policies), minus (y) the Unavailable Asset Amount, plus (B) the Economic Reserves held by the Company with respect to the Captive Policies, plus (C)the amount of any new Interest Maintenance Reserve that is created at the Effective Time as a direct result of the transactions contemplated by

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this Agreement divided by 65%, minus (D)the amount of outstanding policy loans on the Reinsured Policies (other than the Closed Block Policies) (to the extent such policy loans constitute admitted assets under SAP, net of any unearned policy loan interest on such loans but including amounts of interest due and accrued with respect thereto), minus (E)the net due and deferred Premiums on the Reinsured Policies (other than the Closed Block Policies), minus (F) the aggregate Statutory Book Value of the EI Hedges as of the Effective Date plus (2) cash equal to (A) the Interest Maintenance Reserve attributable to the Reinsured Liabilities other than the Closed Block Policies, plus (B) the other liabilities set forth on the Life Reference Balance Sheet, minus (C) the Additional Life Reference Balance Sheet Assets, plus (D) Market Value of the Unavailable Assets, minus (E) the amount of accrued interest on the Reinsurance Assets, multiplied by the ratio of aggregate Fair Market Value of the Reinsurance Assets, divided by the aggregate Statutory Book Value of the Reinsurance Assets, in the case of each of clauses (1)(A), (1)(D), (1)(E), (2)(A) and (2)(D) determined in accordance with SAP, consistently applied, as of the Effective Time (such amount, the “Initial Coinsurance Premium”). For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, for purposes of calculating the Initial Coinsurance Premium, the term “Reinsured Policies” shall not include the portion of the Policies from which Net Retained Liabilities, if any, arise. The Reinsurance Assets set forth in clause (1) will consist of assets having an aggregate Statutory Book Value on the Company’s books and records as of the Effective Time equal to the amount set forth in clause (1) of the Initial Coinsurance Premium without taking into account the amounts set forth in sub clause (1)(C) thereof.

(ii)The Company shall cause the Closed Block Financing Assets as of the Effective Time to consist of those assets set forth on Annex H.

(iii)The amount of the Initial Coinsurance Premium paid on the Effective Date shall be determined on an estimated basis (the “Estimated Initial Coinsurance Premium”) as follows: (x) with respect to each of the items set forth in clauses (1)(A), (B) and (D) and (2)(A), (B), (C) and (E) of the definition of “Initial Coinsurance Premium,” the portion of the Estimated Initial Coinsurance Premium attributable to such items shall be equal to the respective amounts set forth on the Life Reference Balance Sheet; and (y) with respect to the item set forth in clauses (1)(C) and (2)(D) of the definition of “Initial Coinsurance Premium,” the portion of the Estimated Initial Coinsurance Premium attributable to such item shall be determined by the Company in good faith and in a manner consistent with the principles governing the preparation of the Life Reference Balance Sheet on an estimated basis as of the date that is three (3) Business Days prior to the Effective Date.

(iv)On the Effective Date, the Company shall deliver to the Reinsurer a statement setting forth (A) the amount of the Estimated Initial Coinsurance Premium, determined as of the date that is three (3) Business Days prior to the Effective Date, and (B) the final list of Reinsurance Assets on Annex A-1 and Unavailable Assets on Annex A-2, and will include the Fair Market Value of the Reinsurance Assets and Unavailable Assets, determined as of the date that is three (3) Business Days prior to the Effective Date.

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(v)No later than fifty (50) Business Days after the Effective Date, the Company shall deliver to the Reinsurer a statement (the “Initial Coinsurance Premium Reconciliation Statement”) prepared in good faith by the Company, in the same form as, and using the same principles that govern, the Life Reference Balance Sheet, setting forth, as of the Effective Date, (1) the calculation of each of the items set forth in clauses (1)(A)-(F) and (2)(A)-(E) of the definition in each of the “Initial Coinsurance Premium” (such amount, the “Actual Initial Coinsurance Premium”) and (2) the Fair Market Value of the Reinsurance Assets as of the Effective Date. The “Initial Coinsurance Premium Adjustment” shall be equal to the following amount (whether positive or negative): (A) the difference (whether positive or negative) between the Actual Initial Coinsurance Premium minus the Estimated Initial Coinsurance Premium, minus (B) the difference (whether positive or negative) between the Fair Market Value of the Reinsurance Assets on the Effective Date minus the Fair Market Value of the Reinsurance Assets determined in connection with the calculation of the Estimated Initial Coinsurance Premium pursuant to Section 2.3(a)(i). If the Initial Coinsurance Premium Adjustment is positive, then the Company shall pay to the Reinsurer an amount of cash equal to the Initial Coinsurance Premium Adjustment within five (5) Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 11.1, together with an amount of interest on the Initial Coinsurance Premium Adjustmentat the Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment. If the Initial Coinsurance Premium Adjustment is negative, then the Reinsurer shall pay to the Company an amount of cash equal to the absolute value of the Initial Coinsurance Premium Adjustment within five (5) Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 11.1, together with an amount of interest on the Initial Coinsurance Premium Adjustment at the Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment.

(vi)No later than thirty (30) Business Days following any final adjustments to the Purchase Price (as defined in the SPA) in accordance with Annex C of the SPA, the Company shall deliver to the Reinsurer a statement (the “SPA Coinsurance Premium Reconciliation Statement”) prepared in good faith by the Company, in the same form as, and using the same principles that govern, the Life Reference Balance Sheet, setting forth, as of the Effective Date, (1) the calculation of each of the items set forth in clauses (1)(A)-(F) and (2)(A)-(E)of the definition in each of the “Initial Coinsurance Premium” (such amount, the “SPA Adjusted Coinsurance Premium”) and (2) the Fair Market Value of the Reinsurance Assets as of the Effective Date. The “SPA Coinsurance Premium Adjustment” shall be equal to the following amount (whether positive or negative): (A) the difference (whether positive or negative) between the SPA Adjusted Coinsurance Premium minus the Actual Initial Coinsurance Premium, minus (B) the difference (whether positive or negative) between the Fair Market Value of the Reinsurance Assets determined in connection with the calculation of the SPA Adjusted Coinsurance Premium minus the Fair Market Value of the Reinsurance Assets determined in connection with the calculation of the Actual Initial Adjusted Coinsurance Premium. If the SPA Coinsurance Premium Adjustment is positive, then the Company shall pay to the Reinsurer an amount of cash equal to the SPA Coinsurance

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Premium Adjustment within five (5) Business Days after the SPA Coinsurance Premium Adjustment is finalized pursuant to Section 11.1, together with an amount of interest on the SPA Coinsurance Premium Adjustmentat the Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment. If the SPA Coinsurance Premium Adjustment is negative, then the Reinsurer shall pay to the Company an amount of cash equal to the absolute value of the SPA Coinsurance Premium Adjustment within five (5) Business Days after the SPA Coinsurance Premium Adjustment is finalized pursuant to Section 11.1, together with an amount of interest on the SPA Coinsurance Premium Adjustment at the Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment.

(vii)The Initial Coinsurance Premium Adjustment and the SPA Coinsurance Premium Adjustment shall be paid in cash, but shall be calculated as though such adjustments were payable by transferring a combination of cash and assets having the same ratio of Fair Market Value to Statutory Book Value as the Reinsurance Assets on the Effective Date.

(b)Ceding Commission. In consideration of the reinsurance ceded hereunder, on the Effective Date, the Company shall pay a ceding commission to the Reinsurer equal to $203,000,000 (the “Ceding Commission”). In addition, on the Effective Date, the Reinsurer shall pay to the Company an amount equal to $335,000,000.

Section 2.4Net Retained Liabilities.

(a)The Company shall be solely responsible for, and the Reinsurer will cooperate reasonably to obtain all waivers and consents necessary in order to reinsure 100% of the Net Retained Liabilities under this Agreement. The Company and the Reinsurer, at the Company’s reasonable instruction, shall each use their reasonable best efforts in the context of current market conditions to obtain any such waivers and consents (it being understood that the Company’s and the Reinsurer’s executive officers shall, to the extent reasonably appropriate, be personally engaged in that process) and promptly advise the other Party of any communications with respect to any such waivers and consents. All correspondence from the Reinsurer to any Person from whom such a waiver or consent is sought shall be in a form approved by the Company. The Company shall effect any such action with respect to such waivers and consents, including sending correspondence requesting such waivers and consents. To the extent that after the Effective Time, any written waivers or consents are obtained to reinsure a Net Retained Liability in respect of a Policy under the terms of this Agreement or the Parties otherwise agree in writing that any such waivers or consents shall not be required as a condition to coverage of such Policy hereunder, then the liability and obligation pertaining to such Policy shall no longer be deemed a Net Retained Liability for purposes of this Agreement and the liability and obligation pertaining to such Policy shall be reinsured hereunder effective as of the date of such written consent, waiver or agreement by the Parties, as applicable.

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(b)With respect to any such written waiver or consent that is obtained or any such other agreement between the Parties that any such waivers or consents shall not be required as a condition to coverage hereunder, in each case, after the Effective Date:

(i)the Company shall pay the Reinsurer an amount of cash equal to the Net Retained Liability Reserve Transfer Amount with respect to such Net Retained Liability for which waiver or consent was obtained or with respect to which the Parties agreed did not require a consent or waiver as a condition to coverage hereunder;

(ii)the Company shall deliver to the Reinsurer a statement setting forth the Company’s good faith calculation of the difference (whether positive or negative) between (x) the aggregate amount of the premiums and considerations, premium adjustments and any and all amounts or payments, including any and all policy fees, charges, reimbursements, reinsurance recoverables and similar amounts, received or collected by the Company in respect of the portion of the Policies from which the relevant Net Retained Liabilities arise during the period following the Effective Date and prior to the date on which such waiver or consent was obtained or with respect to which the Parties agreed such waiver or consent was not required as a condition to coverage hereunder (the “Net Retained Liabilities Adjustment Period”); and (y) the aggregate amount equal to the obligations, including any and all death claims, cash surrender benefits, policyholder dividends, reinsurance premiums, commissions and similar amounts, arising out of or relating to the portion of the Policies from which the relevant Net Retained Liabilities arise (including Extra Contractual Obligations) incurred by the Company during the Net Retained Liabilities Adjustment Period. If such amount is positive, then such amount shall be due to be paid the Company by the Reinsurer, and if such amount is negative, then such amount shall be due to be paid to the Reinsurer by the Company, in each case, together with an amount of interest on such payment at the Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment.

(iii)The payment of the amounts in clauses (i) and (ii) shall be reflected in the Net Settlement for the month in which such consent or waiver was obtained and paid in accordance with Section 6.2.

(c)For the avoidance of doubt, prior to obtaining any such required written consents or waivers, or the making of any such written agreement, the portion of each Policy from which Net Retained Liabilities arise shall not be deemed to constitute a Reinsured Policy for purposes of this Agreement; provided that the Reinsurer shall provide administrative services with respect to any Net Retained Liabilities (and the associated Policies) pursuant to the Administrative Services Agreement. Except as otherwise contemplated by this Section 2.4, the Company shall bear the cost of obtaining any waivers or consents to reinsure a Net Retained Liability.

(d)Until 100% of the Net Retained Liabilities have been reinsured under this Agreement, the Net Settlement for each month shall reflect an adjustment to the Ceding

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Commission calculated by reference to the then-current amount of the Net Retained Liabilities in accordance with Annex C.

Section 2.5Producer Payments.

(a)Subject to the Transition Services Agreement, the Reinsurer hereby assumes any and all liabilities and obligations of the Company to make, and agrees that it shall be financially responsible for, all Producer Payments owed from and after the Effective Time that are due in respect of premiums collected and received with respect to the Reinsured Policies. The Company hereby designates the Reinsurer as “paying agent” to make such Producer Payments directly to the applicable Producers from and after the Effective Date (except to the extent that AUSA or its Affiliates are making such Producer Payments pursuant to the Transition Services Agreement). The Company shall act at the Reinsurer’s written direction and expense to exercise all rights of the Company relating to the Reinsured Policies under the terms of the Producer Agreements, including any rights to suspend or terminate Producer Payments to such Producers for any reason or cause set forth in the Producer Agreements, in each case only to the extent such rights thereunder relate to the Reinsured Policies; provided, however, that the Reinsurer shall indemnify and hold harmless the Company for Losses arising out of any such action so requested by the Reinsurer.

(b)As part of the Net Settlement, the Reinsurer shall pay to the Company from Producer Payments due to a Producer aggregate amounts equal to the agent debit balances, commission claw-backs, agent advances and agent loans maintained by the Company with respect to the applicable Producer and identified by the Company and the Reinsurer, provided that the Reinsurer shall no longer be required to pay such an amount in respect of any balance, claw-back, advance or loan that it acquires from the Company. The Reinsurer shall not be required to pay any such amounts paid to the Company under this Section 2.5(b) to a Producer pursuant to Section 2.5(a).

Section 2.6Guaranty Fund Assessments and Premium Taxes.

(a)Guaranty Funds Assessments. In the event the Company is required to pay an assessment on or after the Effective Date in respect of the Reinsured Policies to any insurance guaranty, insolvency or other similar fund maintained by any jurisdiction, the portion, if any, of such assessment related to such Reinsured Policies shall be reimbursed by the Reinsurer as part of the applicable monthly settlement pursuant to Section 6.2. To the extent there is any recovery of any such assessment paid by the Reinsurer, the Company shall promptly pay the Reinsurer’s Share of such recovery to the Reinsurer.

(b)Premium Taxes.

(i)The Reinsurer shall pay to the Company a provision for premium taxes and other charges, fees, taxes and assessments, including retaliatory taxes (collectively, “Premium Taxes”), incurred or imposed on or after the Effective Date in connection with premiums written or received under the Reinsured Policies. The provision for Premium Taxes shall be estimated at 1.8% of premiums received under the Reinsured Policies, as

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calculated on a monthly basis, and shall be paid by the Reinsurer to the Company as part of the monthly settlement pursuant to Section 6.2 and adjusted annually to an actual rate for each year as part of the monthly settlement pursuant to Section 6.2 for the second calendar month of the following year, with such monthly settlement to reflect the difference between actual Premium Taxes in respect of the Reinsured Policies (after giving effect to any offsets for guaranty fund assessments reimbursed by the Reinsurer pursuant to Section 2.6(a)) and estimated Premium Taxes.

(ii)Each Party shall promptly notify the other in writing upon receipt by it or any of its Affiliates of notice of any pending or threatened Action related to any Premium Taxes or any Tax Returns filed in connection with such Premium Taxes.

(iii)The Company shall have the right to control the conduct of any Action related to any Premium Taxes or any Tax Returns filed in connection with such Premium Taxes, and to employ counsel of the Company’s choice; provided, that the Reinsurer shall be permitted, at the Reinsurer’s expense, to be present at, and to participate in, any Action related to Premium Taxes. Notwithstanding such control, the Company shall not settle, either administratively or after the commencement of litigation, any claim for Premium Taxes without the consent of the Reinsurer, which consent shall not be unreasonably withheld or delayed. The Parties shall furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the preparation for any Premium Tax audit or other Action related to Premium Taxes, and the prosecution or defense of any Action related to any Premium Taxes or any Premium Tax Returns filed in connection with such Premium Taxes. The Parties shall reasonably cooperate with each other in the conduct of any Action related to any Premium Taxes. Any information obtained under this Section 2.6(b)(iii) shall be kept confidential, except as otherwise reasonably may be required in connection with the filing of Premium Tax Returns or claims for Premium Tax refunds or in conducting any Action related to Premium Taxes.

Section 2.7Other Reinsurance. This Agreement is written on a “gross” basis and thus the costs and benefits of Other Reinsurance inuring on the Reinsured Policies are intended to be borne by the Reinsurer. Other Reinsurance with respect to the Reinsured Policies shall be deemed to be inuring to the Reinsurer’s benefit for all purposes of this Agreement and shall be accounted for herein such that the Reinsurer participates in the Reinsurer’s Share of any premiums, benefits, recoveries, ceding or expense allowances, other allowances and other adjustments as such amounts and such risks are paid, received or otherwise collected by the Company with respect to such Other Reinsurance, it being understood that the Reinsurer shall bear all risk of collecting third party reinsurance and reinsurance provided by Aviva Re IV (in both cases, except as otherwise provided in Section 3.2(c)). Risks under the terms of any agreement of Other Reinsurance as shall be terminated or recaptured with the Reinsurer’s prior written consent shall be ceded automatically hereunder to the Reinsurer without any further action required, subject to the receipt by the Reinsurer of the Reinsurer’s Share of any reserve transfer or similar transfer or settlement amount received by the Company from the applicable third party reinsurer or Aviva Re IV, as applicable. In connection with any such termination or recapture with the Reinsurer’s prior written consent, the Reinsurer shall pay the Reinsurer’s Share of any resulting special transfer or recapture fee incurred by the

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Company. The Company covenants that absent the prior written consent of the Reinsurer, the Company shall not enter into any new or change any existing reinsurance cession with respect to any of the Reinsured Policies.

Section 2.8Policy Changes and Non-Guaranteed Elements.

(a)Policy Changes. The Company agrees that it shall not make any changes in the provisions and conditions of a Reinsured Policy or an Assumed Reinsurance Agreement except with the Reinsurer’s prior written consent or to the extent that any change to the terms of any Reinsured Policy is required by Applicable Law. To the extent a change is required by Applicable Law, the Company shall, within a reasonable period of time prior to effecting such change, provide reasonably detailed written notice to the Reinsurer describing the nature of such change and the reasons for making such change. The Company shall also afford the Reinsurer, at the Reinsurer’s expense, the opportunity, to the extent reasonably practicable, to object to such change under applicable administrative procedures; provided, that the Reinsurer may only object to such change in the same manner and to the same extent as it objects to any similar change required by any Applicable Law to substantially similar Novated Contracts.

(b)Non-Guaranteed Elements. The Company will be responsible for determining the cost of insurance charges, loads and expense charges, credited interest rates, mortality and expense charges, administrative expense risk charges and policyholder dividends, as applicable, under the Reinsured Policies (“Non-Guaranteed Elements”);provided, that the Reinsurer may provide written recommendations regarding the Non-Guaranteed Elements to the Company and, provided that such recommendations are the same as the Non-Guaranteed Elements established by the Reinsurer for substantially similar Novated Contracts and comply with the written terms of the Policies, Applicable Law and Actuarial Standards of Practice promulgated by the Actuarial Standards Board governing redetermination of non-guaranteed charges, if the Company does not follow such recommendations, then, the Company shall indemnify and hold harmless the Reinsurer for Losses arising out of the Company’s failure to follow the recommendations of the Reinsurer. The Company may not change the Non-Guaranteed Elements without the Reinsurer’s prior written consent.

Section 2.9Ownership of Premiums. Payment of Premiums to the Reinsurer, as Administrator pursuant to the Administrative Services Agreement, by or on behalf of a policyholder shall be deemed received by the Company. All monies, checks, drafts, money orders, postal notes and other instruments that may be received after the Effective Date by the Company for premiums, fees or other payments on or in respect of the Reinsured Policies shall be held in trust by the Company for the benefit of the Reinsurer and shall be immediately transferred and delivered to the Reinsurer, and any such instruments when so delivered shall bear all endorsements required to effect the transfer of same to the Reinsurer. The Reinsurer is hereby authorized to endorse for payment to the Reinsurer any such checks, drafts, money orders and other instruments pertaining to the Reinsured Policies that are payable to, or to the order of, the Company and received by the Reinsurer under this Agreement. As between the Parties, the Reinsurer shall be deemed owner of all such payments.

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Section 2.10Assignment; Security Interest.

(a)The Company hereby assigns, transfers and conveys to the Reinsurer, effective as of the Effective Time, all of Company’s right, title and interest (legal, equitable or otherwise), if any, (i) under the Reinsured Policies to receive principal and interest paid on policy loans and (ii) in and to the Premiums, fees and other payments due or made on or after the Effective Date under the Reinsured Policies. The Reinsurer and the Company hereby agree that, in connection with any termination of this Agreement, all of the Reinsurer’s right, title and interest (legal, equitable or otherwise) in and to the items set forth in (i), (ii) and (iii) above shall be immediately assigned, transferred and conveyed to the Company without any further action by the Parties. Each Party, as reasonably requested by the other from time to time, shall take all reasonably appropriate action and execute any reasonably necessary and appropriate additional documents, instruments or conveyances of any kind which may be reasonably necessary to carry out the provisions of this Section 2.10(a).

(b)The Parties intend that at all times prior to the termination of this Agreement the Company’s assignment pursuant to Section 2.10(a) to be a present assignment of all of the Company’s rights, title and interest and not an assignment as collateral. However, to the extent that such assignment is not recognized as a present assignment, is not valid or is recharacterized as a pledge rather than a lawful conveyance to the Reinsurer, the Company does hereby bargain, sell, convey, assign and otherwise pledge to the Reinsurer, and grant a first priority security interest to the Reinsurer in, all of the Company’s right, title and interest (legal, equitable or otherwise), if any, (i) under the Reinsured Policies to receive principal and interest paid on policy loans and (ii) in and to all Premiums, fees and other payments due or made on or after the Effective Date under the Reinsured Policies (collectively, the “Collateral”) to secure all of the Company’s obligations under this Agreement.

(c)Upon the failure of the Company to fully perform any of its material obligations under this Agreement, including Sections 6.2 and 10.5, which failure is not caused by the Reinsurer as Administrator and remains uncured ten (10) days after written notice thereof is received by the Company, the Reinsurer shall have, in addition to all other rights under this Agreement or under Applicable Law, the following rights:

(i)the right to exercise all rights and remedies granted a secured party under the Uniform Commercial Code, as said code has been enacted in the State of Iowa or any other applicable jurisdiction (the “UCC”), as though all the Collateral constituted property subject to a security interest under Article 9 thereof;

(ii)the right to set off against any of the Collateral any amounts owed by the Company to the Reinsurer;

(iii)the right to attorneys’ fees incurred in connection with the enforcement of this Agreement or in connection with the disposition of the Collateral; and

(iv)the right to dispose of the Collateral, subject to commercial reasonableness.

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(d)This Section 2.10 is being included in this Agreement to ensure that, if an insolvency or other court determines that, notwithstanding the provisions of this Agreement, including Sections 2.1, 2.2, 2.3, 2.9, 6.2 and 13.1, and the intent of this Agreement, the Company retained ownership of or any rights in the Collateral, the Reinsurer’s rights to the Collateral are protected with a first priority, perfected security interest, and it is the intent of the Parties that this Section 2.10 be interpreted as such.

(e)At or prior to the Effective Time, the Company shall file, and the Reinsurer is authorized to file, any and all financing statements reasonably requested by the Reinsurer in order to perfect the Reinsurer’s right title and interest under Article 9 of the UCC in and to the Collateral, and the Company shall do such further acts and things as Reinsurer may reasonably request in order that the security interest granted hereunder may be maintained as a first priority perfected security interest; provided, that the Reinsurer shall be required to bear all out-of-pocket costs and expenses (including reasonable attorney’s fees) incurred by the Company in connection with any such action or other thing requested by the Reinsurer.

Section 2.11Hedging.

(a)For a period of twelve (12) months following the Effective Date (subject to the right of the Reinsurer to extend such period an additional six (6) months, the Company shall purchase derivatives to hedge the index risk associated with the Equity Indexed Reinsured Policies (each, an “EI Hedge” and collectively, the “EI Hedges”). The Company hereby conveys, transfers and assigns to the Reinsurer, effective as of the Effective Date, a 100% interest in the gross proceeds in respect of the EI Hedges purchased by the Company prior to or following the Effective Date, intended to hedge the index risk associated with the Reinsurer’s Share of the Equity Indexed Reinsured Policies (such fractional interest, the “Assigned EI Hedge Interest Proportion”), and each such EI Hedge purchased prior to the Effective Date is set forth on Annex F hereto. Such assignment shall occur automatically, without further action on the part of either Party, upon the purchase by the Company of any EI Hedge or, in the case of any EI Hedges entered into prior to the date hereof, as of the date hereof. EI Hedges assigned under this Section 2.11(a) will be accounted as funds withheld assets payable by the Company to the Reinsurer.

(b)The Company shall pay to the Reinsurer any Assigned EI Hedge Proceeds Amounts to the Bank Accounts (as defined in the Administrative Services Agreement).

(c)The Reinsurer shall pay the Company any Assigned EI Hedge Costs Amounts in accordance with Section 6.2 until the applicable EI Hedges have been novated to the Reinsurer.

(d)The Company shall use reasonable care in its hedging activities with respect to the Reinsured Policies, and such activities shall be consistent with the applicable standards set forth in the Transition Services Agreement. In addition, the Company shall not treat the EI Hedges in any respect in a manner that is different than the manner in which it treats the hedges it enters into with respect to equity indexed policies issued by the Company that are not Equity Indexed Reinsured Policies.

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(e)The Company agrees that other than as provided expressly in this Agreement, it shall take any actions reasonably requested by the Reinsurer to maintain in full force and effect each of the EI Hedges and to perform fully each of its obligations thereunder. The Company may not modify, amend or terminate any EI Hedge or waive any of its rights under any such EI Hedge without the Reinsurer’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) and shall fully enforce, at the expense of the Reinsurer, all of its rights thereunder, including, at the Reinsurer’s request and if applicable, requiring the collateralization by the Hedge Counterparty of exposure and other amounts required to be paid or delivered thereunder. With the Reinsurer’s prior written consent, the Company may exercise any right it may have to terminate any such EI Hedge and shall, at the Reinsurer’s instruction and expense, effect any discretionary action with respect to the management or administration of the EI Hedges as the Reinsurer shall reasonably request, including termination, as may be available pursuant to the terms and conditions of any EI Hedge;provided, however, that the Reinsurer shall indemnify and hold harmless the Company for Losses arising out of any such discretionary action so requested by the Reinsurer and the Company shall indemnify and hold harmless the Reinsurer for Losses to the extent arising out of any failure by the Company to take any such discretionary action as reasonably requested by the Reinsurer. The Company agrees that it shall, at the direction and at the cost and expense of the Reinsurer, pursue commercially reasonable management and collection efforts with respect to the EI Hedges and, in general, will reasonably cooperate with the Reinsurer in the management and administration of the EI Hedges.

(f)Following the Effective Date, at the Reinsurer’s request and expense, the Company shall cooperate with the Reinsurer and use its reasonable best efforts in the context of current market conditions to novate any EI Hedges from the Company to the Reinsurer or a designated Affiliate of the Reinsurer. The Company shall promptly advise the Reinsurer of any communications with respect to any such proposed novation. All material, written correspondence from either the Company or the Reinsurer to any Hedge Counterparty in connection with any such proposed novation shall be in a form approved by the other Party; provided that any such approval shall not be unreasonably withheld, conditioned or delayed. At the Reinsurer’s instruction and at the Reinsurer’s cost and expense, the Company shall take any such action with respect to any such proposed novation as Reinsurer shall reasonably request, including sending correspondence requesting that an EI Hedge be novated to the Reinsurer or a designated Affiliate of the Reinsurer in a form approved by the Reinsurer; provided, however, that the Reinsurer shall indemnify and hold harmless the Company for Losses arising out of any such action so requested by the Reinsurer and the Company shall indemnify and hold harmless the Reinsurer for Losses to the extent arising out of any failure by the Company to take any such action as reasonably requested by the Reinsurer.

Section 2.12Interest Maintenance Reserve. Set forth on Schedule 2.12 is the Reinsurer’s Share of the existing Interest Maintenance Reserve attributable to the Reinsured Liabilities and the amount of the new Interest Maintenance Reserve that is created at the Effective Time as a direct result of the transactions contemplated by this Agreement. The entirety of such Interest Maintenance Reserve shall be calculated by the Company and ceded to and held by the Reinsurer, and shall be

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amortized as set forth on Schedule 2.12. The Company shall have no obligation to establish any such Interest Maintenance Reserve.

Section 2.13Redundant Reserve Financing. The Reinsurer shall use its reasonable best efforts to enter into a Redundant Reserve Financing Transaction with respect to the 2013 Policies prior to the first anniversary of the Effective Date. The Reinsurer shall keep the Company reasonably informed on an ongoing basis of the progress of its efforts to complete any Redundant Reserve Financing Transaction with respect to the 2013 Policies in accordance with the preceding sentence. In the event that a Redundant Reserve Financing is entered into following the Effective and on or prior to the first anniversary of the Effective Date with respect to the 2013 Policies, the Reinsurer shall promptly pay to the Company, by wire transfer of immediately available funds, an amount equal to seventy-five percent (75%) of the difference between (i) the Statutory Reserves with respect to the 2013 Policies transferred to the Reinsurer as of the Effective Date, minus (ii) the economic reserves as of the Effective Date with respect to the 2013 Policies.

Section 2.14Supplemental Allowance.

(a)Following the Effective Date and for so long as the Supplemental Allowance remains payable, Buyer shall provide Seller copies of any amendment made to the documents constituting the Hannover Life Captive Financing and the Swiss Re Captive Financing to the extent such amendment is reasonably expected to change the value of the Supplemental Allowance in accordance with the Reduction Methodology, as well as any change to the investment guidelines under such Captive Financings. For the avoidance of doubt, amendments to such documents include any termination, partial termination or recapture.

(b)In respect of each Monthly Accounting Period the Company shall pay the Reinsurer, as part of the applicable monthly settlement pursuant to Section 6.2, an amount equal to the aggregate Supplemental Allowance for all Captive Financings.

ARTICLE IIIREINSURANCE LIABILITY

Section 3.1Reinsurance Liability. The reinsurance by the Reinsurer of the Reinsured Policies is subject to the same rates, conditions, limitations and restrictions as the insurance under the Reinsured Policies written by the Company on which the reinsurance is based. The liability of the Reinsurer hereunder on the terms described herein begins as of the Effective Time and, subject to Article X hereof, the liability of the Reinsurer on any Reinsured Policy will terminate as and when all liability of the Company with respect to such Reinsured Policy terminates.

Section 3.2Other Reinsurance.

(a)The Company agrees that other than as provided expressly in this Agreement, it shall take any actions reasonably requested by the Reinsurer to maintain in full force and effect each of the Other Reinsurance Agreements and to perform fully each of its obligations thereunder. The Company may not modify, amend, terminate or recapture any Other Reinsurance Agreement or waive any of its rights under any such agreement without the

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Reinsurer’s prior written consent and shall fully enforce, at the expense of the Reinsurer, all of its rights thereunder, including, at the Reinsurer’s request, requiring the collateralization by the third party reinsurer or Aviva Re IV, as applicable, of reserve balances and other amounts thereunder. With the Reinsurer’s prior written consent, the Company may exercise any right it may have to recapture risks ceded thereby under any of the Other Reinsurance Agreements or to otherwise terminate any such agreement and shall, at the Reinsurer’s instruction and expense, effect any such action with respect to the management or administration of the Other Reinsurance as the Reinsurer shall reasonably request, including termination or recapture, as may be available under or with respect to the terms of any Other Reinsurance Agreement; provided, however, that the Reinsurer shall indemnify and hold harmless the Company for Losses arising out of any such action so requested by the Reinsurer. Subject to the terms and conditions of the Administrative Services Agreement, the Company agrees that it shall, at the direction and at the cost and expense of the Reinsurer (including any reasonable out-of-pocket expenses incurred by the Company), pursue commercially reasonable management and collection efforts with respect to the Other Reinsurance and, in general, will reasonably cooperate with the Reinsurer in the management of the Other Reinsurance.

(b)Following the Effective Date, at the Reinsurer’s expense and reasonable request, the Company shall cooperate with the Reinsurer and shall use its reasonable best efforts in the context of current market conditions to novate any Other Reinsurance from the Company to the Reinsurer or a designated Affiliate of the Reinsurer; provided that there shall be no such obligation to novate the reinsurance provided by Aviva Re IV. The Parties shall promptly advise each other of any communications with respect to any such proposed novation. All correspondence from either the Company or the Reinsurer to any reinsurer under Other Reinsurance in connection with any such proposed novation shall be in a form approved by the other Party; provided that any such approval shall not be unreasonably withheld, conditioned or delayed. At the Reinsurer’s instruction and at the Reinsurer’s cost and expense (including any reasonable out-of-pocket expenses incurred by the Company), the Company shall effect any such action with respect to any such proposed novation as the Reinsurer shall reasonably request, including sending correspondence requesting that an Other Reinsurance Agreement be novated to the Reinsurer or a designated Affiliate of the Reinsurer in a form approved by the Reinsurer; provided, however, that the Reinsurer shall indemnify and hold harmless the Company for Losses arising out of any such action so requested by the Reinsurer.

(c)The recoverability of the Other Reinsurance from reinsurers shall be at the risk of and for the account of the Reinsurer; provided, that to the extent the Other Reinsurance became unrecoverable (in accordance with the Company’s ordinary-course evaluation and statutory accounting treatment) prior to the Effective Time, the recoverability of such amounts shall be borne by the Company. The Company agrees that whenever an Other Reinsurance Agreement provides the Company with a right of set-off, the Company shall exercise such right of set-off in the event that amounts are due and unpaid from the Reinsurer. The Company shall have no obligation to pursue any claims it may have for indemnification to which it may be entitled in connection with the Other Reinsurance unless requested to do so by the Reinsurer and at the cost and expense of the Reinsurer (including reasonable out-of-pocket expenses incurred by the Company). In no event shall any such right to indemnification reduce the

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Reinsurer’s responsibility for the risk of all Other Reinsurance. The Reinsurer shall indemnify and hold harmless the Company for Losses arising out of any such action so requested by Reinsurer.

Section 3.3Disclaimer. The Company has no duties, whether express or implied, including the duty of utmost good faith and other similar duties, which the Company expressly disclaims, and makes no representations or warranties to the Reinsurer, other than those expressly contained in this Agreement. The Reinsurer has no duties, whether express or implied, including the duty of utmost good faith and other similar duties, which the Reinsurer expressly disclaims, and makes no representations or warranties to the Company, other than those expressly contained in this Agreement.

ARTICLE IVCERTAIN FINANCIAL PROVISIONS

Section 4.1Provision of Security by the Reinsurer.

(a)On the Effective Date, the Reinsurer shall establish and fund with an amount of cash and assets having a Statutory Book Value equal to the Required Balance, calculated in good faith by the Reinsurer as of the Effective Date based on the information set forth in the statement delivered by the Company pursuant to Section 2.3(a)(iii), a custody account (the “Custody Account”) with a Qualified United States Financial Institution unaffiliated with the Reinsurer and the Company and which is reasonably acceptable to the Reinsurer and the Company (the “Custodian”) at the sole cost and expense of the Reinsurer and shall enter into the Custody Agreement. The Reinsurer shall transfer or pay into the Custody Account, and shall thereafter maintain in the Custody Account, cash and assets managed by the Reinsurer or its designee in accordance with the requirements set forth in the Custody Agreement, having a Statutory Book Value, determined in good faith by the Reinsurer on a quarterly basis, to be not less than the Required Balance.

(b)For purposes of this Agreement, the term “Required Balance,” as of any date of determination, means an amount equal to (i) (A) the Reinsurer’s Share of the Statutory Reserves that would be required to be held by the Company with respect to the Reinsured Policies (other than the Captive Policies and the Closed Block Policies) if this Agreement were not in effect, plus (B) the Reinsurer’s Share of the Economic Reserves that would be required to be held by the Company with respect to the Captive Policies if this Agreement were not in effect, less (C) the amount of any assets supporting Economic Reserves to the extent such assets are held by a Captive Reinsurer or in a trust established by a Captive Reinsurer pursuant to the terms of any Captive Reinsurance Agreement, plus (D) the Reinsurer’s Share of the Interest Maintenance Reserve attributable to the Reinsured Liabilities and the Closed Block Policies, plus (E) the amount of any new Interest Maintenance Reserve that is created at the Effective Time as a direct result of the transactions contemplated by this Agreement, in each case, as of such date of determination and determined in accordance with SAP, consistently applied, less (F) the amount of outstanding policy loans on the Reinsured Policies (other than the Closed Block Policies) (to the extent such policy loans constitute admitted assets under SAP, net of any unearned policy loan interest on such loans but including amounts of interest due and accrued

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with respect thereto), less (G) the net due and deferred Premiums on the Reinsured Policies (other than the Closed Block Policies), less (H) the aggregate Statutory Book Value of the EI Hedges purchased by the Company, in each case, as of such date of determination and determined in accordance with SAP, consistently applied (to the extent SAP is applicable), plus (ii) the Additional Collateral Amount. The Required Balance and the Statutory Book Value of any assets held in the Custody Account shall be calculated by the Reinsurer as of the last day of each calendar quarter, and the Reinsurer shall provide a certification with respect to such valuation, including the Statutory Book Value and Fair Market Value of the assets (both on an asset-by-asset basis and a cumulative basis), to the Company within thirty (30) days after the end of such quarter. If the amount of cash plus the Statutory Book Value of assets held in the Custody Account as of any quarter end is less than the Required Balance as of such quarter end, the Reinsurer shall within five (5) Business Days after such determination is made make such further deposits to the Custody Account as are required in order to restore the Required Balance as of such quarter end. If the amount of cash plus the Statutory Book Value of assets held in the Custody Account as of any quarter end is greater than the Required Balance as of such quarter end, the Reinsurer may provide notice to the Company of its desire to withdraw assets from the Custody Account, specifying the amount and type of assets to be withdrawn. Within five (5) Business Days following its delivery of such notice to the Company, the Reinsurer may withdraw such assets from the Custody Account in excess of the amount necessary to maintain such Required Balance as of the applicable quarter end in accordance with the requirements set forth in the Custody Agreement. Any disputes by the Company of the amount of the Required Balance or the valuation of any asset deposited in the Custody Account pursuant to this Section 4.1 shall be resolved in accordance with Section 11.1. Upon resolution of any such dispute in accordance with Section 11.1, either (A) the Reinsurer shall cause to be deposited additional assets that comply with Section 4.1(a) within two (2) Business Days following such resolution, such that following any such deposit, the amount of cash plus the Statutory Book Value of the assets held in the Custody Account is sufficient to maintain the Required Balance as of the applicable quarter end; or (B) the Reinsurer may withdraw assets from the Custody Account in accordance with this Section 4.1(b), such that following any such withdrawal, the amount of cash plus the Statutory Book Value of the assets held in the Custody Account is sufficient to maintain the Required Balance as of the applicable quarter end. Unless otherwise agreed upon in writing by the Company, the Reinsurer shall maintain the Custody Account until all obligations of the Reinsurer under this Agreement have been fully satisfied, as determined by the Company in its sole discretion.

(c)The Company and the Reinsurer agree that the assets maintained in the Custody Account may be withdrawn by the Company only after a default by the Reinsurer in the performance of its monetary obligations hereunder that is not being disputed by the Reinsurer in good faith, which undisputed payment default has not been cured by the Reinsurer within five (5) Business Days following its receipt of a written notice thereof delivered by the Company. The amount of any such withdrawal in excess of amounts then due to Company hereunder shall be deemed maintained in trust for the benefit of the Reinsurer and promptly returned to the Custody Account. Upon prior written notice to the Company, the Reinsurer shall have the right to substitute or exchange assets maintained in the Custody Account in accordance with the requirements set forth in the Custody Agreement (such substituted or exchanged assets, the

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“Replacement Assets”); provided that (i) the aggregate Statutory Book Value of such Replacement Assets that are deposited in or credited to the Custody Account shall be at least equal to the aggregate Statutory Book Value of the assets being removed from the Custody Account, (ii) the ratio of the aggregate Fair Market Value of the non-cash Replacement Assets to the aggregate Statutory Book Value of the non-cash Replacement Assets shall be the same as or greater than the ratio of the aggregate Fair Market Value of the non-cash assets being removed from the Custody Account to the aggregate Statutory Book Value of the non-cash assets being removed from the Custody Account immediately prior to such substitution, (iii) the Replacement Assets shall be deposited in the Custody Account prior to or simultaneously with the removal of assets from the Custody Account in connection with any such substitution or exchange and (v) the Reinsurer shall not make any substitutions under this Section 4.1(c) if it is in default under any other provision of this Agreement.

(d)With respect to the transfer of any Reinsurance Assets to the Custody Account, the Reinsurer will, except as otherwise provided in connection with the Swiss Re Captive Financing, hold valid title to all such Reinsurance Assets free and clear of all liens or other encumbrances, other than interests of nominees, custodians or similar intermediaries. As of the date of the transfer of any assets to the Custody Account after the Effective Date, the Reinsurer will, except as otherwise provided by the Swiss Re Captive Financing, (i) have good and marketable title to all such assets transferred by it to the Custody Account, (ii) all assets transferred by the Reinsurer after the Effective Date to the Custody Account shall be transferred free and clear of any liens other than interests of nominees, custodians or similar intermediaries, and (iii) the Reinsurer will not create, incur, assume or permit any lien or other encumbrance on any of the assets held in the Custody Account, or on any interest therein or on any of the proceeds thereof, other than interests of nominees, custodians or similar intermediaries.

(e)The Reinsurer shall notify the Company in writing of any payment default occurring as to any asset in the Custody Account promptly after the Reinsurer receives notice of such default. In the event the Reinsurer determines that a delinquency of a timely payment in regard to any of the assets in the Custody Account has occurred, the Reinsurer shall inform the Company of such delinquency promptly upon such determination.

(f)Assets in the Custody Account may be withdrawn and applied by the Company or any successor of the Company without diminution because of insolvency on the part of the Company or the Reinsurer only for the following purposes:

(i)to pay to the Company any amount due to be paid out of the Custody Account as part of the Reinsurer Termination Payment to the extent such amount is not being disputed by the Reinsurer in good faith;

(ii)to pay any portion of the Net Settlement due to be paid to the Company from the Custody Account in accordance with Section 6.2(b) to the extent such portion is not being disputed by the Reinsurer in good faith; or

(iii)to pay or reimburse the Company for any other amounts due but not yet recovered from the Reinsurer under this Agreement in order to satisfy liabilities under

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the Reinsured Policies (other than the Closed Block Policies) to the extent such amounts are not being disputed by the Reinsurer in good faith.

For the avoidance of doubt, any amounts referred to above that are not the subject of a good faith dispute may be withdrawn and applied for the purposes provided above.

(g)The Reinsurer shall not amend, restate, modify, supplement, assign, terminate, hypothecate, subordinate, discharge or otherwise alter or waive, or consent to amendment, restatement, modification, supplementation, assignment, termination, hypothecation, subordination, dischargement or other alteration or waiver of the Custody Agreement without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed.

Section 4.2Credit for Reinsurance. If at any time during the term of this Agreement, the Reinsurer fails to hold and maintain all licenses, permits and authorities required under Applicable Law to enable the Company to receive statutory reserve credit for the reinsurance ceded to the Reinsurer hereunder in the Company’s state of domicile, the Reinsurer shall, at its sole expense, establish and maintain security in the form of letters of credit, assets held in a reinsurance trust, funds withheld arrangement or a combination thereof in a manner that meets all Applicable Laws regarding credit for reinsurance, so as to permit the Company to receive full statutory reserve credit for the reinsurance ceded to the Reinsurer hereunder in the Company’s state of domicile.

Section 4.3RBC Reports.

(a)Within forty-five (45) days following the end of the first three calendar quarters of each year during the term of this Agreement, the Reinsurer shall provide to the Company a report of its RBC Ratio as of the end of such calendar quarter, as estimated in good faith by the Reinsurer.

(b)Within five (5) Business Days of the submission by the Reinsurer to the insurance department of its domiciliary state of a report of its risk-based capital levels as of the end of the previous calendar year, but in no event later than 60 days following the end of each calendar year, the Reinsurer shall provide to the Company written certification of its RBC Ratio as of the end of such calendar year.

Section 4.4Closed Block Assets.

(a)The Company acknowledges that as of the Effective Time, the Company has ceded 100% of the statutory reserves with respect to the Closed Block Policies to Aviva Re IV in connection with the Closed Block Financing.

(b)Each of the Company and the Reinsurer agrees that it shall not, without the prior written consent of the other party, (i) agree to any amendment or waiver of the terms of the reinsurance provided by Aviva Re IV or any other term of the Closed Block Financing, or (ii) take any action or omit to take any action that would reasonably be expected to terminate

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the Closed Block Financing or result in the complete or partial recapture of the reinsurance provided to the Company as of the Effective Time by Aviva Re IV.

(c)In the event that reinsurance provided as of the Effective Time by Aviva Re IV is recaptured in whole or in part by the Company, with the prior written consent of the Reinsurer, either (i) at the maturity of the letter of credit issued pursuant to the Closed Block Financing or (ii) at any other time, the Company shall allocate to a funds withheld account established on its books and records (the “Funds Withheld Account”) a premium that relates to the Closed Block Policies consisting of cash, cash equivalents, policy loans and other assets which were included in the funds withheld account maintained in connection with the Closed Block Financing immediately prior to the recapture, plus the Interest Maintenance Reserve attributable to the Closed Block Policies, minus the net due and deferred Premiums on the Closed Block Policies.

(d)The Funds Withheld Account shall be a notional account established in relation to the Closed Block Policies, and shall be clearly designated on the books, records and information systems of the Company. The Company will retain, control and own the assets allocated to the Funds Withheld Account (the “Funds Withheld Assets”). The Company shall record the balance of the Funds Withheld Account on its statutory financial statements as a payable to the Reinsurer.

(e)Funds Withheld Assets may be withdrawn and applied by the Company or any successor of the Company without diminution because of insolvency on the part of the Company or the Reinsurer only for the following purposes:

(i)to pay to the Company any amount due to be paid out of the Funds Withheld Account as part of the Reinsurer Termination Payment to the extent such amount is not being disputed by the Reinsurer in good faith;

(ii)to adjust the Funds Withheld Account on a monthly basis in accordance with Section 6.2(b) to the extent such adjustment is not being disputed by the Reinsurer in good faith, and to pay the Reinsurer any amounts due in connection with such monthly adjustment to the extent such amounts are not being disputed by the Company in good faith;

(iii)to pay to the Reinsurer any amounts remaining in the Funds Withheld Account, if any, after the payment of any amounts due to be paid out of the Funds Withheld Account as part of the Reinsurer Termination Payment to the extent such amount is not being disputed by the Company in good faith; or

(iv)to pay or reimburse the Company for any other amounts due but not yet recovered from the Reinsurer under this Agreement in order to satisfy liabilities under the Closed Block Policies to the extent such amounts are not being disputed by the Reinsurer in good faith.

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For the avoidance of doubt, any amounts referred to above that are not the subject of a good faith dispute may be withdrawn and applied for the purposes provided above.

(f)From and after the Effective Date, whether or not there has been any recapture of the reinsurance provided by Aviva Re IV, the Funds Withheld Assets and the Closed Block Financing Assets (excluding the capital and surplus of Aviva Re IV) shall be managed on behalf of the Company by the Reinsurer or by an investment manager selected by the Reinsurer pursuant to an investment management agreement.

(g)Except with respect to the capital and surplus of Aviva Re IV, the Reinsurer covenants that the Funds Withheld Assets and the Closed Block Financing Assets must be invested in accordance with requirements of Applicable Law, the AmerUS Plan of Reorganization and the AmerUS Closed Block Memorandum. Except with respect to the capital and surplus of Aviva Re IV, the Reinsurer covenants that the Closed Block Financing Assets must also be invested in accordance with the requirements of the transaction documents governing the Closed Block Financing.

Section 4.5Additional Layer of Closed Block Reinsurance.

(a)The Reinsurer shall provide an additional layer of reinsurance coverage under this Agreement if: (i) dividends on the Closed Block Policies have been reduced to zero; (ii) based on generally accepted actuarial standards, there is no expected future capacity to pay dividends on the Closed Block Policies; (iii) the $18 million of Interest Maintenance Reserve that was attributable to the Closed Block Policies at the Effective Time, and any additional interest maintenance reserve attributable to the Closed Block Policies and created from and after the Effective Time, have been reduced to zero; and (iv) the statutory capital and surplus of Aviva Re IV is reduced as a result of the need to support reserves held by Aviva Re IV for the Closed Block Policies (the amount of assets so used, the “Capital Reduction”).

(b)Such additional layer of reinsurance coverage shall be provided on the following terms:

(i)Pursuant to the Net Settlement, the Reinsurer shall reimburse the Company for the amount of any Capital Reduction suffered during the applicable Monthly Accounting Period, provided that the Reinsurer shall not be obligated to reimburse the Company for Capital Reductions in excess of $53 million in the aggregate (the “Additional Layer”).

(ii)If, after some or all of the Additional Layer has been exhausted, the expected future capacity to pay dividends on the Closed Block Policies is increased above zero under generally accepted actuarial standards, then pursuant to the Net Settlement the Company shall reimburse the Reinsurer for amounts of Additional Layer previously paid to the extent of resulting increases in the capital and surplus of Aviva Re IV during the applicable Monthly Accounting Period until either (x) the expected future capacity to pay dividends on the Closed Block Policies is reduced back to zero or (y) the Additional Layer has been repaid in full to the Reinsurer.

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(iii)After the Reinsurer has paid all of the Additional Layer, the coverage provided under this Agreement for the Closed Block Policies will be net of Other Reinsurance Benefits actually received by the Company under the reinsurance provided by Aviva Re IV.

(iv)The Reinsurer’s obligation to provide the Additional Layer shall terminate at the effective time of any recapture by the Company of the reinsurance provided by Aviva Re IV.

ARTICLE VPLAN OF REINSURANCE

Section 5.1Plan. Reinsurance under this Agreement is on a 100% coinsurance basis and is subject to the terms and conditions of the original policy forms for the Reinsured Policies and any amendments thereto in effect as of the Effective Date.

Section 5.2Follow the Fortunes. The Reinsurer’s liability under this Agreement shall commence on the Effective Date, and all reinsurance with respect to which the Reinsurer shall be liable by virtue of this Agreement shall be subject in all respects to the same risks, terms, rates, conditions, interpretations, assessments, waivers, proportion of premiums paid to, and reinsurance recoveries benefiting, the Company with respect to the Reinsured Liabilities and the Reinsured Policies, the true intent of this Agreement being that the Reinsurer shall follow the fortunes of the Company with respect to the Reinsured Liabilities and Reinsured Policies.

Section 5.3Reductions and Terminations. Reinsurance amounts are calculated in terms of coverages on a “per policy” basis. If the coverage of any Reinsured Policy on an insured is reduced or terminated, reinsurance under this Agreement on such Reinsured Policy will be equally reduced or terminated.

Section 5.4Reinstatements. Reinsured Policies ceded under this Agreement shall include any Policy that is reduced, terminated, lapsed or surrendered, and later reinstated pursuant to and in accordance with its policy provisions and will be reinsured by the Reinsurer in accordance with the terms of this Agreement. The Reinsurer will retain any Premiums and interest that the Company has received for reinstatement in respect of periods on or after the Effective Date. A terminated Policy that would have been a Reinsured Policy had it been in force at the Effective Time, that later reinstates pursuant to and in accordance with its policy provisions, will be reinsured by the Reinsurer and become a Reinsured Policy. The Reinsurer will be entitled to retain any Premiums and interest for coverage on or after the Effective Date that is received for such reinstatement, and the Company will transfer to the Reinsurer the amount of reserves for such reinstated Reinsured Policy as of the Effective Date, calculated in a manner that is consistent with the reserve calculations used for the other Reinsured Policies. The date of reinsurance for such reinstated Reinsured Policies shall be the Effective Date. For the avoidance of doubt, the reinstated Policies reinsured under this Section 5.4 shall include any Policy treated as lapsed or otherwise terminated prior to the Effective Time under which the Company subsequently becomes liable as a result of a determination that the policyowner, insured or beneficiary has died prior to the lapse or termination.

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Section 5.5Contractual Conversions; Internal Replacement; Annuitizations.

(a) Any conversion, exchange or replacement policy or contract arising from the Reinsured Policies that is converted, exchanged or replaced pursuant to and in accordance with its policy terms shall be deemed to constitute a Reinsured Policy for purposes of this Agreement and, in the event of a conversion, exchange or replacement of any Reinsured Policy, the Reinsurer shall reinsure the risk resulting from such conversion on the basis set forth hereby with respect to the Reinsured Policies; provided, however, that the Reinsurer shall not be required to pay any additional ceding commission with respect to any such converted, exchanged or replacement policy or contract. The Reinsurer will reimburse the Company for any expenses incurred in issuing a converted, exchanged or replacement policy or contract, but only to the extent such expenses are not covered by payments made by the Reinsurer under the Transition Services Agreement.

(b)Absent the Reinsurer’s prior written consent (which may be withheld in its sole discretion), the Company will not solicit owners, beneficiaries or policyholders in connection with, or sponsor or assist, directly or indirectly, in the conduct of, (and will cause each of its Affiliates to refrain from soliciting in connection with, and sponsoring or assisting, directly or indirectly, in the conduct of) any program of internal replacement under which the owners, beneficiaries or policyholders of Reinsured Policies are or would be encouraged to exchange, or assisted in the exchange of, Reinsured Policies for other insurance policies or contracts that are not reinsured under this Agreement. Should the Company or its Affiliates or any of their respective successors or assigns initiate such a program of internal replacement that would include any of the risks reinsured hereunder in violation of the preceding sentence, the Company will immediately notify the Reinsurer. For each risk reinsured hereunder that has been replaced under a program of internal replacement, the Reinsurer shall have the option, at its sole discretion, of either treating the risks reinsured as recaptured on terms reasonably acceptable to the Reinsurer or continuing reinsurance on the new policy under the terms of this Agreement without any additional ceding commission therefor.

(c)Until the earlier of (i) such time as the Reinsurer is able to administer the Reinsured Policies on its information technology systems or (ii) the expiration of the Transition Services Agreement (the “Systems Conversion”), in the event that a Reinsured Policy is annuitized in full under the contract provisions of such policy (each an “Annuitization”), the Company shall convert such Reinsured Policy to one or more Supplementary Contracts. At the time of such conversion, the Reinsurer shall pay to the Company an amount equal to the policy surrender value of such Reinsured Policy as of the time of the conversion (an “Annuitization Payment”) as part of the Net Settlement. Upon the Annuitization of a Reinsured Policy, the Policy and any associated Supplementary Contracts, comprising such Reinsured Policy shall cease to be a Reinsured Policy under this Agreement, and, with the exception of the Annuitization Payment described in this Section 5.4(c) the Reinsurer will have no further liability with respect to such Policy or any associated Supplementary Contracts. For the avoidance of doubt, any Reinsured Policies that undergo an Annuitization following the Systems Conversion will remain Reinsured Policies and the Reinsurer will reinsure any Supplementary Contracts issued with respect to such Reinsured Policies.

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Section 5.6New Policies. From and after the Effective Date, the Company shall issue in its name (a) new Policies issued or reinstated pursuant to Section 5.4 or 5.5(a) and (b) new Policies issued or renewed in accordance the terms of the Administrative Services Agreement.

Section 5.7Policy List Errors.

(a)The Company or the Reinsurer, as applicable, shall notify the other Party if any life insurance policies or contracts issued or reinsured by the Company and in force as of the Effective Date were inadvertently not included on the Policy List and are determined to be a Policy, which shall in no event include any insurance policies and contracts falling within the following lines of business: health, annuities, funding agreements, corporate-owned life insurance and bank-owned life insurance when sold on a group basis, synthetic guaranteed investment contracts and variable life or other variable business.

(b)If any policies or contracts (or components thereof) are determined to be Policies in accordance with this Section 5.7, then:

(i)the Company shall transfer cash or assets reasonably satisfactory to the Reinsurer in an amount equal to the Statutory Reserves required to be held with respect to such Policies to the extent such Statutory Reserves were not previously transferred to the Reinsurer; and

(ii)the Parties shall adjust the Ceding Commission in a manner consistent with the adjustment required under Section 2.4(b)(ii) in connection with changes in the Net Retained Liabilities to the extent such Ceding Commission relates to an aggregate increase in Statutory Reserves equal to or greater than $10,000,000.

ARTICLE VIADMINISTRATION

Section 6.1Administrative Services. The Parties hereby agree that the Policies, Other Reinsurance Agreements and, subject to Section 2.11, the EI Hedges shall be administered in accordance with or as otherwise provided in the Administrative Services Agreement and the Transition Services Agreement.

Section 6.2Net Settlements.

(a)For each Monthly Accounting Period, the Parties will effect a settlement on a net basis (the “Net Settlement”) as contemplated in Annex B hereto.

(b)A report reflecting in detail the Net Settlement determinations contemplated in Annex B shall be prepared not later than thirty (30) calendar days after the end of each Monthly Accounting Period. For as long as required under the Transition Services Agreement, the Company shall prepare and deliver such report to the Reinsurer. After such time, the Reinsurer shall prepare and deliver such report to the Company. If a Net Settlement report reflects a balance due the Company, the amount(s) shown as due shall be paid within ten (10) Business

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Days of the delivery of the report. If a Net Settlement report reflects a balance due the Reinsurer, the amount(s) shown as due shall be paid within ten (10) Business Days after the date on which the report was delivered. If there is a delayed settlement of any payment due hereunder, interest will accrue on such payment at the Applicable Rate. For purposes of this section, a payment will be considered overdue on the date which is ten (10) Business Days after the date such payment is due hereunder; provided that such interest will begin to accrue from the original due date with respect to such payment. All settlements of account between the Company and the Reinsurer shall be made in cash or its equivalent.

(c)To the extent that the Reinsurer makes any direct payments to or on behalf of the Company in respect of Reinsured Liabilities or other amounts payable to the Company pursuant to the Net Settlement in respect of a Monthly Accounting Period prior to the Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be taken into account for purposes of determining the Net Settlement. In addition, to the extent the Reinsurer receives any Premiums or other amounts payable to the Reinsurer pursuant to the Net Settlement in respect of a Monthly Accounting Period prior to the Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Premiums received shall be taken into account for purposes of determining the Net Settlement.

(d)In connection with any settlement under this Agreement, the Reinsurer shall not be obligated to pay any Excluded Reinsured Liability.

ARTICLE VIIOPTION LETTERS; ASSUMPTION CERTIFICATES; NOVATION

Section 7.1Novation. The Reinsurer shall pursue novation of all of the Reinsured Policies other than the Closed Block Policies and any Reinsured Policies that are the subject of litigation or arbitration proceedings (the “Targeted Policies”). The Reinsurer may manage the novation process so as to ensure that the Targeted Policies are novated to the Reinsurer only once the requisite systems are in place in order to reflect the Novated Contracts on the books and records of the Reinsurer in accordance with the migration processes and related time periods contemplated by the Transition Services Agreement.

Section 7.2Licenses; Regulatory Approvals for Novation.

(a)Following the Effective Date, the Reinsurer shall use its reasonable best efforts to obtain all material licenses, permits and authorizations required under Applicable Law to qualify the Reinsurer to transact life insurance business in each state where any Targeted Policies are in force as of the Effective Date.

(b)Following the Effective Date, the Reinsurer shall use its reasonable best efforts to obtain all required regulatory approvals, including approval of the requisite form and rate filings, from each applicable Governmental Entity to assume by novation such Targeted Policies (effective as of their inception) including all of the Company’s liabilities and obligations

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under each such Targeted Policy, in order to ensure that such liabilities and obligations are solely, directly and exclusively vested in the Reinsurer.

(c)Each Party shall cooperate fully with the other in all reasonable respects in order to effectuate the novation and assumption of the Targeted Policies as set forth in this Article VII. The Reinsurer shall be responsible for and shall pay its own costs, fees and expenses relating to the regulatory filings contemplated under this Section 7.2, and shall reimburse the Company for any reasonable out-of-pocket expenses that it incurs in connection with such filings.

Section 7.3Option Letter.

(a)Subject to Section 7.3(b), the Reinsurer, at its sole cost and expense, promptly following receipt of the requisite approvals of applicable Governmental Entities, shall transmit by mail to every Required Party as required by the Applicable Law and in accordance with the consent solicitation procedures set forth on Schedule 7.3(a), an option letter (the “Option Letter”), together with a Notice and Certificate of Assumption, including, where required, a form for rejection or acceptance, as permitted by Applicable Law, and a self-addressed return envelope, substantially in the form attached hereto as Exhibit II (which identifies and includes the forms of Option Letters to be furnished to the various classes of Required Parties), as modified to reflect such changes as may be required by the relevant Governmental Entity following the Effective Date (the “Notice and Certificate of Assumption”). Option Letters and Notices and Certificates of Assumption shall not be sent with respect to a Targeted Policy unless and until all requisite approvals of applicable Governmental Entities have been received with respect to such Targeted Policy.

(b)Subject to the receipt of the requisite regulatory approvals and Applicable Law, the Reinsurer may, at its option, in lieu of transmission of an Option Letter to a Required Party by mail, effect such transmission by electronic mail to an appropriately confirmed electronic mail address for the Required Party, or in the alternative, by any other method allowed under Applicable Law.

(c)The Reinsurer and the Company shall in good faith agree to modify the procedures set forth in this Section 7.3 and in Schedule 7.3(a) on a state-by-state basis to the extent required to conform to any procedures for novation and assumption of Targeted Policies imposed or required by the applicable Governmental Entity or as reasonably requested by the Reinsurer.

(d)Notwithstanding anything in this Agreement to the contrary, with respect to the classes of Required Parties described on Schedule 7.3(d), the Option Letter, to the extent permitted by Applicable Law, may be accompanied by a form for rejection, and a self-addressed return envelope, substantially in the form attached hereto as Exhibit III, and the Reinsurer shall not be required to seek affirmative consent from such Required Parties, unless required by Applicable Law.

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(e)The Reinsurer shall pay its own costs, fees and expenses relating to soliciting or obtaining the consent of a Required Party to the novation and assumption by the Reinsurer of a Targeted Policy. The Company shall cooperate in any such actions taken by the Reinsurer, and the Reinsurer shall reimburse the Company for its reasonable out-of-pocket costs incurred in connection with such cooperation.

Section 7.4Novated Contracts. Targeted Policies satisfying all of the requirements for novation and assumption under Section 7.3 and Applicable Law shall be assumed by the Reinsurer on the applicable Assumption Date and shall be deemed to have been assumed by novation. Such contracts shall cease to be deemed “Reinsured Policies,” shall thenceforth not be deemed indemnity coinsured under Article II hereof, and shall be defined herein as “Novated Contracts.” Notwithstanding the foregoing, in the event that (a) a Required Party rejects or fails to provide any consent required by Applicable Law to the novation of a Reinsured Policy, or (b) a Novated Contract is determined by appropriate Governmental Entities or a court of competent jurisdiction to be not novated from the Company to the Reinsurer (including, but not limited to, jurisdictions requiring the insured’s affirmative consent for novation where the insured or policyholder, as the case may be, either did not or refused to provide such consent), then in the case of either of (a) or (b), such Novated Contract shall for all purposes of this Agreement be deemed, retroactive to the Effective Date, to be a Reinsured Policy and such novation shall be null and void and of no effect. For the avoidance of doubt, the Reinsured Liabilities for each such Novated Contract that is deemed to be a Reinsured Policy in accordance with the foregoing shall be deemed assumed by the Reinsurer retroactive to the Effective Date for all purposes of this Agreement. For each Novated Contract, the date of assumption shall be the later of (i) the date of assumption set forth in the relevant form of Option Letter with respect to the applicable Targeted Policy or (ii) the date on which all required consents and approvals of all Governmental Entities and Required Parties with respect to the applicable Targeted Policy have actually been received and all other requirements and conditions for novation and assumption have been satisfied (the “Assumption Date”). All Targeted Policies not novated by the Reinsurer shall remain Reinsured Policies of the Company.

Section 7.5Effect of Assumption. Upon the satisfaction of all requirements for the novation and assumption of a Targeted Policy, the Company shall be deemed to have assigned and transferred all of its rights relating to such Novated Contract as of the Assumption Date and the Reinsurer shall be deemed to have assumed and accepted all of the risks, liabilities and obligations (including, without limitation, any Extra Contractual Obligations) under or arising out of the applicable Novated Contract, whether arising prior, on or subsequent to the applicable Assumption Date. The Reinsurer hereby agrees that it shall be directly and solely liable for such risks, liabilities and obligations. On each Assumption Date, the Reinsurer shall assume all risks, liabilities and obligations under or arising out of the applicable Novated Contract such that the Reinsurer shall be considered and deemed the original party in lieu of the Company, from the inception date of the applicable Reinsured Policy. The Novated Contracts shall continue and remain in full force and effect, except as modified by the Notice and Certificate of Assumption. For the avoidance of doubt, a Novated Contract shall not constitute the creation of a new contract or the termination of the applicable Reinsured Policy, rather such Novated Contract shall be considered and deemed a continuation of the existing contract as if the Reinsurer were the original party in lieu of the Company. It is understood and agreed that such assignment, transfer and assumption shall not affect any

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indemnification rights of the parties pursuant to Article XII,or any other indemnification or right to recovery provided to a party under any other agreement. Pursuant to the terms of the Custody Agreement, the portion of the assets held in the Custody Account relating to Novated Contracts not in dispute shall be released from the Custody Account and transferred to the Reinsurer. Promptly after assumption by the Reinsurer of any Novated Contracts, the Company shall deliver original books and records that relate to such Novated Contracts to the Reinsurer to the extent required by Applicable Law.

ARTICLE VIIIDAC TAX

Section 8.1DAC Tax Election. The Company and the Reinsurer hereby elect and agree under Treasury Regulations Section 1.848-2(g)(8) as follows:

(a)The Company and the Reinsurer will each attach a schedule to its federal income tax return for the first taxable year ending after the Effective Date that identifies this Agreement as a reinsurance agreement for which a joint election under Treasury Regulation Section 1.848-2(g)(8) has been made, and will otherwise file its respective federal income tax returns in a manner consistent with the provisions of Treasury Regulation Section 1.848-2 as in effect on the date this Agreement is executed;

(b)For each taxable year under this Agreement, the Party with the net positive consideration, as defined in the regulations promulgated under Section 848 of the Code, will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Section 848(c)(1) of the Code;

(c)The Company and the Reinsurer agree to exchange information pertaining to the amount of net consideration under this Agreement each year to ensure consistency or as otherwise required by the Code and applicable Treasury Regulations;

(d)The first tax year for which this election is effective is 2013;

(e)The Reinsurer will submit to the Company by May 15 each year its calculation of the amount of the net consideration for the preceding calendar year. This schedule of calculations will be accompanied by a statement that the Reinsurer will report such amount of net consideration in its tax return for the preceding calendar year;

(f)The Company may contest such calculation by providing an alternative calculation to the Reinsurer in writing within thirty (30) days of the Company’s receipt of the Reinsurer’s calculation. If the Company does not so notify the Reinsurer, the Company will report the amount of net consideration as determined by the Reinsurer in the Company’s tax return for the previous calendar year;

(g)If the Company contests the Reinsurer’s calculation of the amount of net consideration, the dispute shall be resolved in accordance with Section 11.2.

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Both the Company and the Reinsurer are subject to U.S. taxation under Subchapter L of Chapter 1 of the Code.

ARTICLE IXINSOLVENCY AND CUT THROUGH

Section 9.1Insolvency. In the event of the insolvency of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by the Reinsurer on the basis of the liability of the Company under the Reinsured Policies without diminution because of the insolvency of the Company directly to the Company or to its liquidator, receiver or statutory successor, except (i) where this Agreement specifically provides for another payee of the reinsurance in the event of the insolvency of the Company or (ii) where the Reinsurer, with the consent of the direct insured, has assumed the policy obligations of the Company as direct obligations of the Reinsurer to the payees under a Reinsured Policy and in substitution for the obligations of the Company to the payees. It is understood, however, that in the event of the insolvency of the Company, the liquidator or receiver or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of the claim against the Company on any Reinsured Policy within a reasonable time after such claim is filed in the insolvency proceeding, and during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense of defenses which it may deem available to the Company or its liquidator or receiver or statutory successor. The expenses incurred by the Reinsurer shall be chargeable, subject to court approval, against the Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company in conservation or liquidation, solely as a result of the defense undertaken by the Reinsurer.

Section 9.2Cut Through.

(a)Subject to Applicable Law and the applicable terms of the Reinsured Policies, if the Company becomes insolvent or is subject to any liquidation, rehabilitation, conservatorship, receivership, administrative supervision or any other similar proceeding, the Reinsurer may pay any Reinsured Liabilities otherwise due and payable by the Reinsurer to the Company hereunder directly to the named insureds or their designees under the applicable Reinsured Policies (the “Payee”), in accordance with and subject to the terms, conditions, exclusions and limitations of such Reinsured Policies. Any such payment by the Reinsurer shall discharge the Company from its related payment obligation under the subject Reinsured Policy and shall be treated as a payment by the Company for all purposes of such Reinsured Policy and related documentation and otherwise.

(b)The Reinsurer shall have no obligation to indemnify the Company for amounts paid or payable by the Company in respect of a Reinsured Policy to the extent of any payments made by the Reinsurer to the applicable Payee under such Reinsured Policy in accordance with Section 9.2(a), and the Reinsurer shall be discharged of its payment obligations to the Company, or to its liquidator, receiver, rehabilitator, conservator or other similar Person, under this Agreement to the extent of such payments. The cut-through afforded by Section 9.2(a) shall not be available pursuant to this Agreement if, under Applicable Law, regulation, court

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rule or order or similar requirement either: (i) the Reinsurer’s direct payment to such Payee will not, to the extent thereof, discharge the Reinsurer’s obligations to the Company or its legal representative or (ii) the Reinsurer is required by Applicable Law to make any payment to the Company or its liquidator, receiver, rehabilitator, conservator or other similar Person notwithstanding the provisions of this Agreement. Nothing herein or in any Reinsured Policy shall be construed to require the Reinsurer to make duplicative payments or payments duplicative of payments that have been made by the Company.

ARTICLE XTERMINATION

Section 10.1Duration of Coinsurance. This Agreement will be effective as of the Effective Time. Subject to the provisions of this Article X, this Agreement will remain in effect, and the reinsurance provided hereunder will remain in force, until termination of the policy or policies on which the reinsurance is based (whether by expiration of the term thereof or by novation thereof by the Reinsurer or one of its Affiliates) in accordance with the terms of this Agreement. Except as provided in Sections 10.3, the Reinsured Policies are not eligible for recapture by the Company.

Section 10.2Termination. This Agreement shall terminate:

(a)at any time upon the mutual written consent of the Parties hereto, which writing shall state the effective date of termination; or

(b)automatically at such time as no liability remains under this Agreement.

Section 10.3Termination by the Company. The Company, in its sole discretion, shall have the option to terminate this Agreement upon the occurrence of any one of the following events:

(a)the Reinsurer is placed in receivership, conservatorship, rehabilitation or liquidation by any insurance regulatory authority;

(b)the Reinsurer breaches Section 4.1, and the Reinsurer fails to cure such breach within the earlier of (i) thirty (30) days following receipt of written notice of such breach from the Company and (ii) the last day of the calendar year in which such breach occurs; provided that, in the case of clause (ii) only, the Company shall have no right to terminate with a cure period of fewer than thirty (30) days to the extent that the Company continues to receive full credit for the Custody Account in its risk-based capital calculation;

(c)the Reinsurer breaches Section 4.2, and the Reinsurer fails to cure such breach within the earlier of (i) thirty (30) days following receipt of written notice of such breach from the Company and (ii) the last day of the calendar quarter in which such breach occurs; provided that the Company shall have no right to terminate if the Reinsurer cannot take any action reasonably required for the Company to receive statutory reserve credit without the reasonable cooperation of the Company and the Company shall not have reasonably cooperated with the Reinsurer; provided, further, that it shall be deemed unreasonable to require the Company to

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cooperate in the event such cooperation would impose on the Company any cost and the Reinsurer has not agreed to be responsible for such cost;

(d)the Reinsurer fails to pay any material amount due to the Company under this Agreement and (i) such amount is not subject to a good faith dispute and (ii) such failure is not cured within ten (10) Business Days following the Reinsurer’s receipt of written notice of such failure from the Company; or

(e)in the event that (i) the Reinsurer’s RBC Ratio is less than 175% or (ii) the Reinsurer fails to provide its RBC Ratio in accordance with Section 4.4 and, upon delivery of written notice from the Company to the Reinsurer, the Reinsurer shall fail to provide its RBC Ratio within ten (10) Business Days following such notice.

Section 10.4Termination by the Reinsurer. Upon the occurrence of a Reinsurer Termination Event, the Reinsurer shall have the right (but not the obligation) to terminate this Agreement by providing written notice of its intent to terminate. Termination of this Agreement shall be effective on the date specified in such notice, provided that such date shall not be prior to the date on which the Termination Event occurred. Upon termination of this Agreement pursuant to this Section 10.4, the Company shall be deemed to have recaptured and reassumed all Reinsured Liabilities. Recapture of the Reinsured Policies shall be effective on the date specified in the notice of termination.

Section 10.5Settlement Upon Termination. Upon the termination of this Agreement by the Company pursuant to Section 10.3 or by the Reinsurer pursuant to Section 10.4, subject to payment by the Reinsurer of any amounts due to the Company pursuant to this Section 10.5 and the payment by the Company of any amounts due to the Reinsurer pursuant to this Section 10.5, the Company shall recapture all liabilities previously ceded to the Reinsurer and the Reinsurer’s liability under this Agreement will terminate (provided, that such termination shall not relieve any Party of any pre-termination breach of this Agreement). The Company shall prepare a Net Settlement report for the period commencing on the first day of the then-current calendar month and ending on the date this Agreement is terminated pursuant to Sections 10.3 or 10.4. On the tenth Business Day following the delivery of such Net Settlement report (a) the applicable Party shall pay any amounts due and owing by such Party on such Net Settlement report; (b) the Company shall withdraw any assets in the Funds Withheld Account; (c) the Reinsurer shall transfer to the Company cash and assets with an aggregate Fair Market Value equal to 100% of an amount equal to: (i) the Reinsurer’s Share of the Statutory Reserves held by the Company with respect to the Reinsured Policies (other than the Captive Policies), plus (ii) the Reinsurer’s Share of the Economic Reserves held by the Company with respect to the Captive Policies, plus (iii) the Reinsurer’s Share of the Interest Maintenance Reserve attributable to the Reinsured Liabilities and the Closed Block Policies, plus (iv) (x) the amount of any new Interest Maintenance Reserve created at the time of recapture as a result of such recapture divided by 65% and (y) the amount of any new Interest Maintenance Reserve created at the Effective Time as a direct result of the transactions contemplated by this Agreement that remains unamortized as of the date of termination, minus (v)the Reinsurer’s Share of the amount of outstanding policy loans on the Reinsured Policies (to the extent such policy loans constitute admitted assets under SAP, net of any unearned policy loan interest on such loans but

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including amounts of interest due and accrued with respect thereto), minus (vi) the Reinsurer’s Share of net due and deferred Premiums on the Reinsured Policies reduced by advances thereon, plus (vii) the Ceding Commission multiplied by the ratio of (x) the remaining number of months in the Amortization Period over (y) 120, minus (viii) the Statutory Book Value of any assets in the Funds Withheld Account (immediately prior to the withdrawal contemplated by clause (b) above), in each case, determined by the Company in accordance with SAP, consistently applied, as of the date of termination (such amount, the “Reinsurer Termination Payment”); and (c) the Company shall pay to the Reinsurer cash equal to the amount of any cash and assets withdrawn by the Company or any successor by operation of law, including any liquidator, rehabilitator, receiver or conservator of the Company, from the Custody Account or the Funds Withheld Account prior to the date of termination, and not used to satisfy claims of policyholders under the Reinsured Policies prior to the date of termination or to otherwise pay amounts due to the Company pursuant to this Agreement (the “Company Termination Payment”). Any dispute by either Party of the Company Termination Payment or the Reinsurer Termination Payment shall be resolved in accordance with Section 11.2.

ARTICLE XIRESOLUTION OF CERTAIN DISPUTES

Section 11.1Disputes over Actual Initial Coinsurance Premium Calculations and SPA Adjusted Coinsurance Premium.

(a)Within thirty (30) days following its receipt from the Company of the Initial Coinsurance Premium Reconciliation Statement or the SPA Coinsurance Premium Reconciliation Statement, as applicable, (such period, a “Review Period”), the Reinsurer shall either (i) notify the Company in writing of its agreement with the calculation of the Actual Initial Coinsurance Premium or SPA Adjusted Coinsurance Premium, as applicable, set forth therein (“Notice of Agreement”); or (ii) if the Company determines that the Initial Coinsurance Premium Reconciliation Statement or SPA Coinsurance Premium Reconciliation Statement, as applicable, or the calculations reflected therein either (x) have not been prepared on the basis set forth in Section 2.3 or in Section 5.8 of the Purchase Agreement, or (y) contain or reflect mathematical errors, inform the Company in writing of its objection (the “Reinsurer’s Objection”), which notice shall set forth in reasonable detail a description of the basis of the Reinsurer’s Objection and the adjustments to such Initial Coinsurance Premium Reconciliation Statement or the SPA Coinsurance Premium Reconciliation Statement, as applicable, or the calculations reflected therein that the Reinsurer requests be made. The Company, as applicable, shall, following the Effective Date through the date that the Initial Coinsurance Premium Reconciliation Statement or SPA Coinsurance Premium Reconciliation Statement, as applicable, becomes final in accordance with the last sentence of Section 11.1(c), take all actions necessary or desirable to maintain and preserve all accounting books, records, policies and procedures on which such Initial Coinsurance Premium Reconciliation Statement or SPA Premium Reconciliation Statement, as applicable, are based or on which the finalized Initial Coinsurance Premium Adjustment or SPA Coinsurance Premium Adjustment, as applicable, are to be based so as not to impede or delay the determination of the finalized Actual Initial Coinsurance Premium, the finalized SPA Adjusted Coinsurance Premium, the finalized Fair Market Value of the Reinsurance Assets as of the Effective Date or the preparation of the Reinsurer’s Objection in

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the manner and utilizing the methods permitted by this Agreement. Upon receipt by the Company of a Notice of Agreement from the Reinsurer or if no Reinsurer’s Objection is received by the Company prior to the expiration of the Review Period, the Actual Initial Coinsurance Premium, the SPA Adjusted Coinsurance Premium and the Reinsurer’s calculation of the Initial Coinsurance Premium Adjustment (as set forth in the Initial Coinsurance Premium Reconciliation Statement) and the SPA Coinsurance Premium Adjustment (as set forth in the SPA Coinsurance Premium Reconciliation Statement) shall be deemed to have been accepted by the Reinsurer and will become final and binding upon the Parties in accordance with the last sentence of Section 11.1(c).

(b)If the Reinsurer timely delivers a Reinsurer’s Objection to the Company, the Company shall have thirty (30) days from the date of such delivery to review and respond to such Reinsurer’s Objection (the “Consultation Period”). The Parties shall use reasonable, good faith efforts to resolve any disagreements that they may have with respect to the matters set forth in the Reinsurer’s Objection. If the Parties are unable to resolve all of their disagreements with respect to the matters set forth in the Reinsurer’s Objection within ten (10) Business Days following the expiration of the Consultation Period, then the Parties shall submit all matters that remain in dispute with respect to the Reinsurer’s Objection (along with a copy of the Initial Coinsurance Premium Reconciliation Statement, SPA Coinsurance Premium Reconciliation Statement and the Company’s calculation of the amounts set forth therein, marked to indicate those line items that are still in dispute) to an independent internationally recognized accounting firm of independent certified public accountants with appropriate actuarial expertise mutually agreed upon by the Parties (the “CPA Firm”), which shall, acting as an expert and not as an arbitrator, make a final determination, on the basis of the standards set forth in Section 2.3 hereof, and only with respect to any remaining differences submitted to the CPA Firm, in accordance with this Section 11.1(b), of the appropriate amount of each line item in the Initial Coinsurance Premium Reconciliation Statement, SPA Coinsurance Premium Reconciliation Statement and the Company’s calculation of the amounts set forth therein as to which the Parties disagree (such items that remain in dispute, the “Unresolved Items”).

(c)The Parties shall instruct the CPA Firm to deliver its written determination to the Reinsurer and the Company no later than fifteen Business Days after the Unresolved Items are referred to the CPA Firm. The CPA Firm’s determination shall include a certification that it reached such determination in accordance with this Section 11.1(c) and shall be conclusive and binding upon the Parties, absent fraud or clear and manifest error. With respect to each Unresolved Item, the CPA Firm’s determination, if not in accordance with the position of either the Company or the Reinsurer, shall not be more favorable to the Reinsurer than the amounts advocated by the Reinsurer in the Reinsurer’s Objection or more favorable to the Company than the amounts advocated by the Company in the Initial Coinsurance Premium Reconciliation Statement, the SPA Coinsurance Premium Reconciliation Statement or the Company’s calculations of the amounts set forth therein with respect to such disputed line item and/or calculation. For the avoidance of doubt, (i) the CPA Firm’s review of the Initial Coinsurance Premium Reconciliation Statement, the SPA Coinsurance Premium Reconciliation Statement and the Company’s calculation of the amounts set forth therein shall be limited to a determination of whether such documents and calculations were prepared in accordance with Section 2.3, and

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(ii) the CPA Firm shall not review any line items or make any determination with respect to any matters other than the Unresolved Items that were referred to the CPA Firm for resolution pursuant to this Section 11.1(c). The determination of the amounts set forth in the Initial Coinsurance Premium Reconciliation Statement or the SPA Coinsurance Premium Reconciliation Statement, as applicable, that are final and binding on the Parties, as determined either through (1) the Reinsurer’s delivery of a Notice of Agreement pursuant to Section 11.1(a), (2) the Reinsurer’s failure to deliver Reinsurer’s Objection prior to expiration of the Review Period pursuant to Section 11.1(a), (3) agreement by the Parties during the Consultation Period or (4) the determination of the CPA Firm pursuant to this Section 11.1(c) are referred to herein as the “finalized Actual Initial Coinsurance Premium,” the “finalized Initial Coinsurance Premium Adjustment,” the “finalized Fair Market Value of the Reinsurance Assets as of the Effective Date,” the “finalized SPA Adjusted Coinsurance Premium,” and the “finalized SPA Coinsurance Premium Adjustment,” as the case may be.

(d)The Parties agree that judgment may be entered upon the CPA Firm’s determination in any court having jurisdiction over the Reinsurer or the Company or their respective assets, as the case may be. The fees and disbursements of the CPA Firm shall be paid by the Parties in proportion to those matters submitted to the CPA Firm that are resolved against that Party, as such fees and disbursements are allocated by the CPA Firm in accordance with this Section 11.1 at the time of the CPA Firm’s determination. At any time following delivery of the Initial Coinsurance Premium Reconciliation Statement or the SPA Coinsurance Premium Reconciliation Statement, as applicable, the Reinsurer shall provide to the Company and its Representatives full access to books and records and other information with respect to the Reinsured Policies, the Net Retained Liabilities and the Ceding Commission, including work papers of its accountants (subject to execution by the Company and/or its Representatives, as applicable, of a customary hold-harmless agreement in form and substance reasonably acceptable to such accountants), and to any employees during regular business hours and on reasonable advance notice, to the extent necessary for the Company to prepare the Initial Coinsurance Premium Reconciliation Statement or the SPA Coinsurance Premium Reconciliation Statement or to prepare materials for presentation to the CPA Firm. The Parties shall make readily available to the CPA Firm, during regular business hours and on reasonable advance notice, interviews with such employees, and all relevant information, books and records and any work papers of their respective accountants (in each case, subject to execution by the CPA Firm of a customary hold-harmless agreement in form and substance reasonably acceptable to such accountants) relating to the Initial Coinsurance Premium Reconciliation Statement, the SPA Coinsurance Premium Reconciliation Statement and any Unresolved Items and all other items reasonably required by the CPA Firm to fulfill its obligations under Section 11.1(c). In acting under this Section 11.2, the CPA Firm will be entitled to the privileges and immunities of an arbitrator.

(e)For the avoidance of doubt, this Section 11.1 shall not apply to any dispute between the Parties with respect to the interpretation of any provision, term or condition of this Agreement.

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Section 11.2Disputes over Calculations. After the Effective Date, any dispute between the Parties with respect to the calculation of amounts that are to be calculated or reported pursuant to this Agreement (other than disputes with respect to the Actual Initial Coinsurance Premium and the SPA Adjusted Initial Coinsurance Premium, which shall be resolved in accordance with Section 11.1 hereof), including disputes with respect to any Net Settlement, calculations relating to DAC tax, valuation of the assets held in the Custody Account or the amount of the Reinsurer Termination Payment or the Company Termination Payment, that cannot be resolved by the Parties within sixty (60) calendar days, shall be referred to an independent accounting firm of national recognized standing (which shall not have any material relationship with the Reinsurer or the Company) mutually agreed to by the Parties; provided, however, that where the dispute involves an actuarial issue, the dispute shall instead be referred to an independent actuarial firm of national recognized standing (which shall not have any material relationship with the Reinsurer or the Company) mutually agreed to by the Parties. Within twenty (20) Business Days following the selection of the accounting firm or actuarial firm, as applicable, the Parties shall submit their positions and supporting documentation to such accounting firm or actuarial firm. Within forty (40) Business Days of such submission, the accounting firm or actuarial firm, as applicable, shall, in light of the evidence provided by both Parties, determine the calculations in dispute within the range of difference between the Reinsurer’s position thereto and the Company’s position thereto. There shall be no appeal from the decision made by such firm, which shall be final and binding (absent fraud or clear and manifest error), except that, either Party may petition a court having jurisdiction over the other Party or its assets to reduce the arbitrator’s decision to judgment. The fees charged by the accounting firm or actuarial firm, as applicable, to resolve the dispute shall be allocated between the Company and the Reinsurer by such firm in accordance with its judgment as to the relative merits of the Parties’ positions in respect of the dispute. For the avoidance of doubt, this Section 11.2 shall not apply to any dispute between the Parties with respect to the interpretation of any provision, term or condition of this Agreement.

ARTICLE XIIINDEMNIFICATION

Section 12.1Indemnification of the Reinsurer by the Company. From and after the Effective Date, the Company shall indemnify, defend and hold harmless the Reinsurer and its officers, directors and authorized Representatives (the “Reinsurer Indemnified Parties”) from and against, and pay and reimburse the Reinsurer Indemnified Parties for, all Losses imposed on, sustained, incurred or suffered by, or asserted against, the Reinsurer Indemnified Parties (a) solely as a result of actions or omissions of the Company, but only to the extent such actions or omissions of the Company constitute gross negligence or bad faith and were not taken or omitted at the direction of the Reinsurer or consented to by the Reinsurer, (b) arising out of any breach or nonfulfillment by the Company of, or any failure by the Company to perform, any of the covenants, terms or conditions of or any of its duties or obligations under this Agreement unless such breach, nonfulfillment or failure arises out of or results from the action or omission of the Reinsurer pursuant to the Administrative Services Agreement or (c) arising out of the Company’s rejection of a written recommendation of the Reinsurer given in accordance with Section 2.8(b); provided, however, that except as provided in Section 2.8(b) and clause (c) of this Section 12.1, the Company shall have

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no obligation to indemnify, defend and hold harmless the Reinsurer Indemnified Parties for any Reinsured Liabilities.

Section 12.2Indemnification of the Company by the Reinsurer. From and after the Effective Date, the Reinsurer shall indemnify, defend and hold harmless the Company, and its officers, directors and authorized Representatives (the “Company Indemnified Parties”) from and against, and pay and reimburse the Company Indemnified Parties for, all Losses imposed on, sustained or incurred or suffered by, or asserted against, the Company Indemnified Parties to the extent such Losses (a) constitute Reinsured Liabilities, (b) arise out of any breach or nonfulfillment by the Reinsurer of, or any failure by the Reinsurer to perform, any of the covenants, terms or conditions of or any of its duties or obligations under this Agreement unless such breach, nonfulfillment or failure arises out of or results from the action or omission of the Company or its Affiliates pursuant to the Transition Services Agreement, (c) arise out of written instructions of the Reinsurer given pursuant to Section 2.5 or 3.2 hereof, or (d) arise out of the Company following a written recommendation of the Reinsurer given in accordance with Section 2.8(b).

ARTICLE XIIICONFIDENTIALITY

Section 13.1Confidentiality. Except as provided in the Other Transaction Agreements, each of the Reinsurer and the Company agrees to hold any Confidential Information with respect to the other Party in strictest confidence and to take all reasonable steps to ensure that such Confidential Information is not disclosed in any form by any means by it or by its Affiliates, employees, advisors, agents or administrators (collectively, “Representatives”) to third parties of any kind or used by it or its Representatives for any purpose other than the performance of its obligations under this Agreement; provided that the foregoing obligation shall not prohibit disclosure of any such information (a) if required by Applicable Law or stock exchange rules, or if required or requested by any Governmental Entity (provided in the case of this clause (a) that the disclosing party shall allow (to the extent permitted by Applicable Law and reasonably practicable) the other Party a reasonable opportunity to comment on such disclosure in advance of such disclosure); (b) to the disclosing Party’s Representatives, auditors or ratings agencies, provided, that such Representatives, auditors or ratings agencies are made aware of the provisions of this Article XIII; (c) to the extent that the information has been made public by or on behalf of, or with the prior consent of, the non-disclosing Party; (d) if required in connection with any report required to be filed or submitted with any Governmental Entity; (e) to a retrocessionaire of the Reinsurer; (f) to the extent reasonably necessary in connection with any dispute with respect to this Agreement; and (g) as necessary for the Reinsurer to perform its obligations as Administrator under the Administrative Services Agreement. The Reinsurer agrees to hold medical, financial and other personal information about proposed, current, and former policyowners, insureds, applicants and beneficiaries of Policies in confidence to the extent required to be held in confidence under Applicable Law and the Reinsurer’s privacy policy or policies and shall establish and maintain safeguards against the unauthorized access, destruction, loss or alteration of such information which are no less rigorous than those maintained by Reinsurer for its own information of a similar nature. Notwithstanding anything to the contrary, for purposes of this Section 13.1, the Reinsurer, in its

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capacity as Administrator on behalf of the Company, shall not be considered an advisor, agent or administrator of the Company.

ARTICLE XIVREPRESENTATIONS AND WARRANTIES

Section 14.1Representations and Warranties of Reinsurer. The Reinsurer hereby represents and warrants to the Company as of the Effective Time:

(a)Organization, Standing and Authority. The Reinsurer is a corporation duly organized and validly existing under the laws of the State of Iowa and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on the operations of its business as they are now being conducted, except where the failure to have such authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect. The Reinsurer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Reinsurer’s ability to perform its obligations under this Agreement.

(b)Authorization. The Reinsurer has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Reinsurer, and, subject to the due execution and delivery by the Company, this Agreement is valid and the binding obligation of the Reinsurer, enforceable against the Reinsurer in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting the rights of creditors of insurance companies or creditor’s rights generally and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity).

(c)Actions and Proceedings. There are no outstanding orders, decrees or judgments by or with any Governmental Entity applicable to the Reinsurer or its properties or assets that, individually or in the aggregate, have a material adverse effect on the Reinsurer’s ability to perform its obligations under this Agreement. There are no actions, suits, arbitrations or legal, administrative or other proceedings pending or, to the knowledge of the Reinsurer, threatened against, at law or in equity, or before or by any Governmental Entity or before any arbitrator of any kind which would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Reinsurer’s ability to perform its obligations under this Agreement.

(d)No Conflict or Violation. The execution, delivery and performance by the Reinsurer of this Agreement and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof will not: (i) violate any provision of the charter, bylaws or other organizational document of the Reinsurer, (ii) violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate or constitute (or with notice or lapse of time or

49

both, constitute) a default under, any contract to which the Reinsurer is a party or by or to which its properties may be bound or subject, (iii) violate any order, judgment, injunction, award or decree of any arbitrator or Governmental Entity, or any agreement with, or condition imposed by, any arbitrator or Governmental Entity, binding upon, the Reinsurer, (iv) violate any Applicable Law or (v) result in a breach or violation of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment of, any license or authorization related to the Reinsurer’s business or necessary to enable the Reinsurer to perform its obligations under this Agreement, except for any such violations, conflicts or breaches which would not individually or in the aggregate reasonably be expected to have a material adverse effect on the Reinsurer’s ability to perform its obligations under this Agreement.

(e)Brokers and Financial Advisers. No broker, finder or financial adviser has acted directly or indirectly as such for, or is entitled to any compensation from, the Reinsurer in connection with this Agreement or the transactions contemplated hereby.

Section 14.2Representations and Warranties of the Company. The Company hereby represents and warrants to the Reinsurer as of the Effective Time:

(a)Organization, Standing and Authority. The Company is a corporation duly organized and validly existing under the laws of the State of Iowa and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on the operations of its business as they are now being conducted, except where the failure to have such authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company’s ability to perform its obligations under this Agreement.

(b)Authorization. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Company, and, subject to the due execution and delivery by the Reinsurer, this Agreement is valid and the binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting the rights of creditors of insurance companies or creditor’s rights generally and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity).

(c)Actions and Proceedings. There are no outstanding orders, decrees or judgments by or with any Governmental Entity applicable to the Company or its properties or assets that, individually or in the aggregate, have a material adverse effect on the Company’s ability to perform its obligations under this Agreement. There are no actions, suits, arbitrations or legal, administrative or other proceedings pending or, to the knowledge of the Company, threatened against, at law or in equity, or before or by any Governmental Entity or before any arbitrator of any kind which would, individually or in the aggregate, reasonably be expected to

50

have a material adverse effect on the Company’s ability to perform its obligations under this Agreement.

(d)No Conflict or Violation. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof will not: (i) violate any provision of the charter, bylaws or other organizational document of the Company, (ii) violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate or constitute (or with notice or lapse of time or both, constitute) a default under, any contract to which the Company is a party or by or to which its properties may be bound or subject, (iii) violate any order, judgment, injunction, award or decree of any arbitrator or Governmental Entity, or any agreement with, or condition imposed by, any arbitrator or Governmental Entity, binding upon, the Company, (iv) violate any Applicable Law or (v) result in a breach or violation of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment of, any license or authorization related to the Company’s business or necessary to enable the Company to perform its obligations under this Agreement, except for any such violations, conflicts or breaches which would not individually or in the aggregate reasonably be expected to have a material adverse effect on the Company’s ability to perform its obligations under this Agreement.

(e)Brokers and Financial Advisers. No broker, finder or financial adviser has acted directly or indirectly as such for, or is entitled to any compensation from, the Company in connection with this Agreement or the transactions contemplated hereby.

ARTICLE XVGENERAL PROVISIONS

Section 15.1Errors and Omissions. If any delay, omission, error or failure to pay amounts due or to perform any other act required by this Agreement is caused by mistake, misunderstanding or oversight, the Parties will equitably adjust the situation to what it would have been had the mistake, misunderstanding or oversight not occurred, and the reinsurance provided hereunder will not be invalidated. Should it not be possible to adjust the situation, it will be resolved in accordance with dispute resolution procedures mutually selected by the Parties.

Section 15.2Offset and Recoupment. Any debits or credits incurred on or after the Effective Time in favor of or against either the Company or the Reinsurer with respect to this Agreement are deemed mutual debits or credits and may be set off and recouped, and only the net balance shall be allowed or paid hereunder. In the event of any insolvency, liquidation, rehabilitation, conservatorship, supervision, receivership or comparable proceeding by or against the Company or the Reinsurer, the rights of offset and recoupment set forth in this Section 15.2 shall apply to the fullest extent permitted by Applicable Law.

Section 15.3Expenses. Except as otherwise provided in this Agreement each Party shall bear its own costs and expenses incurred in connection with the transactions contemplated by this Agreement. All transfer, sales, use, value added, excise, stock transfer, documentary, stamp, recording, registration and any similar taxes that become payable as a result of the acquisition by

51

the Reinsurer from the Company of the Reinsurance Assets (including any real property transfer tax and any similar tax) or the allocation of the Funds Withheld Assets to the Funds Withheld Account shall be borne fifty percent (50%) by the Company and fifty percent (50%) by the Reinsurer.

Section 15.4Parties to this Agreement. This is an agreement for indemnity reinsurance solely between the Company and the Reinsurer. The performance of the obligations of each Party under this Agreement shall be rendered solely to the other Party. The acceptance of risks under this Agreement shall create no right or legal relationship between the Reinsurer and the insured, owner or beneficiary of any insurance policy or other contract of the Company.

Section 15.5Authority. Neither the Company nor the Reinsurer shall have any power or authority to act for or on behalf of the other except as expressly granted herein or in the Administrative Services Agreement or Transition Services Agreement, and no other or greater power or authority shall be implied by the grant or denial of power or authority specifically mentioned herein. No employee or agent of either Party shall be considered an employee or agent of the other.

Section 15.6No Assignment. This Agreement may not be assigned by either of the Parties hereto without the prior written approval of the other Party. Notwithstanding the foregoing, the Reinsurer shall not be prohibited from further transfer of risks accepted hereunder on a retrocession or other basis without the prior approval of the Company; provided that any transfer shall not relieve the Reinsurer of its obligations under this Agreement.

Section 15.7Notices. Any notice, approval, request, consent, instruction, or other document to be given hereunder by any Party hereto to the other Party hereto will be delivered by personal delivery, overnight express or facsimile (followed by telephone confirmation with the intended recipient), as follows:

If to the Company, to:

Aviva Life and Annuity Company

7700 Mills Civic Parkway

West Des Moines, Iowa 50266

Telephone: (515) 342-4588

Facsimile: (877) 522-2003

Attention: Richard C. Cohan

Email: rich.cohan@avivausa.com

with a copy (which shall not constitute notice) to:

Aviva Life and Annuity Company

c/o Athene Asset Management LLC

841 Apollo Street, Suite 150

El Segundo, California 90245

Telephone: (310) 698-4481

Fax: (310) 698-4492

Attention: Chief Executive Officer and Legal Department

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Email: jbelardi@athene.com; legal@athene.com

and

Sidley Austin LLP
1 South Dearborn
Chicago, Illinois 60603
Telephone:    (312) 853-7061
Facsimile:    (312) 853-7036
Attn: Perry J. Shwachman, Esq.

and

Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
Telephone:    (212) 839-5835
Facsimile:    (212) 839-5599
Attn: Jonathan J. Kelly, Esq.

If to the Reinsurer, to:

Presidential Life Insurance Company - USA
c/o Commonwealth Annuity and Life Insurance Company
132 Turnpike Road Suite 210
Southborough, Massachusetts 01772
Telephone:    (508) 460-2408
Facsimile:    (212) 493-9888
Attn:    Scott Silverman, Esq.

with a copy (which shall not constitute notice) to:

Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
Telephone:    (212) 909 6647
Facsimile:    (212) 909 6836
Attn:    John M. Vasily, Esq.    Thomas M. Kelly, Esq.

or at such other address for a Party as will be specified by like notice. Each notice or other communication required or permitted under this Agreement that is addressed as provided in this Section 15.7 will be deemed given upon delivery.

Section 15.8Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, and if the rights or obligations of the Company

53

or the Reinsurer under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

Section 15.9Announcements. Except as required by Applicable Law or in connection with public disclosure to investors or analysts, the content and timing of public announcements by either Party concerning the transactions contemplated by this Agreement must be approved in advance by both Parties, but such approval shall not be unreasonably withheld, conditioned or delayed.

Section 15.10Schedules, Annexes and Exhibits. All Schedules, Annexes and Exhibits to this Agreement are attached hereto and are incorporated herein by reference. The provisions of this Agreement (without reference to any attached Schedules, Annexes and Exhibits) shall be deemed to control in the event of any inconsistency or conflict between the provisions of this Agreement (without reference to any attached Schedules, Annexes and Exhibits) and the Schedules, Annexes and Exhibits attached hereto.

Section 15.11Entire Agreement. This Agreement (including all Exhibits, Annexes and Schedules hereto), and the Other Transaction Agreements constitute the entire agreement, and supersede all prior agreements, understandings, representations and warranties, both written and oral, between the Parties with respect to the subject matter of this Agreement and such other agreements. Except as set forth in Sections 12.1 and 12.2 with respect to the Reinsurer Indemnified Parties and the Company Indemnified Parties, this Agreement is not intended to and shall not confer upon any Person other than the Parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns any rights or remedies.

Section 15.12Binding Effect. This Agreement is binding upon, and will inure to the benefit of, the Parties and their respective permitted assignees and successors (including any liquidator, rehabilitator, receiver or conservator of a Party).

Section 15.13Waiver and Amendment. This Agreement may be modified or amended only by a writing duly executed by the Company and the Reinsurer. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof. A waiver must be in writing and must be executed by such Party. A waiver on any occasion shall not be deemed to be a waiver of the same or any term or condition on a future occasion.

Section 15.14Headings. The headings in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement.

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Section 15.15Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument.

Section 15.16No Prejudice. The Parties agree that this Agreement has been jointly negotiated and drafted by the Parties hereto and that the terms hereof shall not be construed in favor of or against any Party on account of its participation in such negotiations and drafting.

Section 15.17Governing Law; Jurisdiction; Enforcement.

(a)This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the principles of conflicts of law rules thereof, except that the laws of the State of Iowa shall apply with respect to insurance and reinsurance matters, including credit for reinsurance.

(b)Subject to Section 11.1 and Section 11.2, each party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York County, for purposes of all legal proceedings arising out of or relating to this Agreement, or the transactions contemplated by this Agreement, or for recognition and enforcement of any judgment in respect thereof. In any such action, suit or other proceeding, each party hereby irrevocably waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of the venue of any such proceedings brought in such court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party also agrees that any final and unappealable judgment against a party in connection with any action, suit or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. Each party agrees that any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered, sent or mailed in accordance with Section 15.7, constitute good, proper and sufficient service thereof.

(c)EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS

55

WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15.17.

Section 15.18Further Assurances. Each Party shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing and delivery of any and all documents and instruments that the other Party may reasonably request in order to effect the intent and purpose of this Agreement and the transactions contemplated hereby.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers, effective as of the date first written above.

AVIVA LIFE AND ANNUITY COMPANY

By: /s/ Richard Cohan

Name: Richard Cohan

Title: EVP & GC

PRESIDENTIAL LIFE INSURANCE
COMPANY - USA

By: /s/ Michael Miller

Name: Michael Miller

Title: President

[Signature Page to Coinsurance Agreement]

Schedule 1.1(i)

Assumed Reinsurance Agreements

1. Coinsurance Agreement, by and between ALAC and Swiss Re, dated as of January 1, 2001.

2. Direct Policy Administration Agreement, by and between ALAC and Swiss Re, dated as of January 1, 2001.

3. Coinsurance Agreement, by and between ALAC and Swiss Re, dated as of January 1, 2001.

4. Yearly Renewable Term Retrocession Agreement, by and between Swiss Re and ALAC, dated as of January 1, 2001.

5. Yearly Renewable Term Retrocession Agreement, by and between Swiss Re and ALAC, dated as of January 1, 2001.

6. Reinsurance Agreement, by and between ALAC and Swiss Re, dated as of January 1, 2001.

7. Automatic and Facultative YRT Reinsurance Agreement, by and between Ameritas and ALAC, dated as of April 1, 1996.

8. Coinsurance Agreement, by and between Sun Life and Swiss Re, dated as of June 25, 2001.

9. Term Alliance Agreement, by and between ING Re and ALAC, dated as of October 1, 1999.

10. Term Alliance Agreement, by and between Transamerica and ALAC, dated as of February 17, 1997.

11. Master Agreement and Pool Sharing Adoption, by and between ING Re and ALAC, dated as of January 1, 1994.

12. Pool Reinsurance Agreement, by and between Swiss Re and ALAC, dated as of January 1, 1981.

13. General American Primary Excess Pool Agreement, by and between RGA and ALAC, dated as of January 1, 1994.

14. Yearly Renewable Term Retrocession Agreement, by and between Swiss Re and ALAC, dated as of January 1, 2001.

15. General American First Excess Automatic Pool Agreement, by and between RGA and ALAC, dated as of January 1, 1983.

16. Primary Excess Pool Agreement, by and between RGA and ALAC, dated as of January 1, 1994.

1

17. Private Label Marketing Agreement for Universal Survivor Life Ins. Policies, by and between Sentry and ALAC, dated as of January 1, 2001.

2

Schedule 1.1(ii)

Captive Reinsurance Agreements

1. Reinsurance Agreement, by and between Presidential Life Insurance Company-USA and Cape Verity I, Inc, dated as of the date hereof.

2. Reinsurance Agreement, by and between Presidential Life Insurance Company-USA and Cape Verity II, Inc, dated as of the date hereof.

3. Reinsurance Agreement, by and between Presidential Life Insurance Company-USA and Cape Verity III, Inc, dated as of the date hereof.

4. Funds Withheld Retrocession Agreement, by and between Presidential Life Insurance Company-USA and Gotham Re, Inc, dated as of the date hereof.

1

Schedule 1.1(iii)

Other Reinsurance

1. Automatic Self Administered YRT Reinsurance Agreement, by and between ALAC and Swiss Re, dated as of February 1, 2003.

2. Automatic Self Administered YRT Reinsurance Agreement, by and between ALAC and Swiss Re, dated as of February 1, 2003.

3. Automatic and Facultative YRT Agreement, by and between ALAC and Swiss Re, dated as of January 1, 1995.

4. Automatic and Facultative YRT Agreement, by and between ALAC and Transamerica, dated as of January 1, 1994.

5. Automatic Reinsurance Agreement, by and between ALAC and Gen Re, dated as of June 1, 1998.

6. Automatic and Facultative Yearly Renewable Term Reinsurance Agreement, by and between ALAC and ING Re, dated as of February 1, 2003.

7. Automatic/Facultative YRT Reinsurance Agreement, by and between ALAC and RGA, dated as of August 18, 2008.

8. Automatic/Facultative YRT Reinsurance Agreement, by and between ALAC and RGA, dated as of November 8, 2008.

9. Automatic YRT Reinsurance Agreement, by and between ALAC and Scor, dated as of August 16, 2010.

10. Automatic Self Administered YRT Reinsurance Agreement, by and between ALAC and Swiss Re, dated as of January 25, 2010.

11. Auto Self Administered YRT Reinsurance Agreement, by and between ALAC and Swiss Re, dated as of August 16, 2010.

12. Automatic and Facultative Coinsurance Agreement, by and between ALAC and Transamerica, dated as of January 1, 1998.

13. Automatic Self Administered Coinsurance Reinsurance Agreement, by and between ALAC and Swiss Re, dated as of July 1, 2005.

14. Coinsurance Agreement, by and between ALAC and Transamerica, dated as of May 1, 2001.

15. Automatic and Facultative Coinsurance Life Reinsurance Agreement, by and between ALAC and Employers Reassurance Corp., dated as of August 1, 1996.

1

16. Automatic Coinsurance Reinsurance Agreement, by and between ALAC and Life Re CNA, dated as of November 1, 1997.

17. Automatic Yearly Renewable Term Reinsurance Agreement, by and between ALAC and Canada Life, dated as of August 18, 2008.

18. Automatic Yearly Renewable Term Reinsurance Agreement, by and between ALAC and General Re, dated as of April 1, 2009.

19. Automatic Yearly Renewable Term Reinsurance Agreement, by and between ALAC and Hannover, dated as of August 16, 2010.

20. Automatic Treaty, by and between ALAC and Generali, dated as of April 1, 2002.

21. Zero First Year YRT Agreement, by and between ALAC and Transamerica, dated as of November 1, 2001.

22. Automatic and Facultative YRT Reinsurance Agreement, by and between ALAC and RGA, dated as of June 1, 2002.

23. Automatic Bulk YRT Non-Refund Agreement, by and between ALAC and RGA, dated as of June 1, 2002.

24. Coinsurance Life Reinsurance Agreement, by and between ALAC and Employers Reassurance Corp., dated as of December 1, 1989.

25. Agreement, by and between ALAC and Baltimore Life Insurance Co., dated as of July 1, 1996.

26. Automatic and Facultative Reinsurance Agreement, by and between ALAC and ING Re, dated as of April 1, 2002.

27. Coinsurance Agreement, by and between ILICO and Dell Services, dated as of January 1, 2001.

28. Automatic YRT Reinsurance Agreement, by and between ALAC and RGA, dated as of July 1, 2000.

29. Automatic and Facultative YRT Agreement, by and between ALAC and RGA, dated as of January 1, 1994.

30. Automatic Bulk YRT Non-Refund Agreement, by and between ALAC and RGA, dated as of January 1, 2000.

31. Automatic YRT Reinsurance Agreement, by and between ALAC and RGA, dated as of January 1, 2000.

2

32. Automatic Bulk Coinsurance Non-Refund Agreement, by and between ALAC and RGA, dated as of April 1, 2002.

33. Automatic and Facultative YRT Reinsurance Agreement, by and between ALAC and RGA, dated as of November 1, 2001.

34. Automatic Bulk YRT Non-Refund Agreement, by and between ALAC and RGA, dated as of November 1, 2001.

35. Automatic Bulk YRT Non-Refund Agreement, by and between ALAC and RGA, dated as of June 1, 2002.

36. Reinsurance Agreement, by and between ALAC and RGA, dated as of December 31, 2002.

37. Automatic Self Administered YRT Reinsurance Agreement, by and between ALAC and Swiss Re, dated as of April 1, 2002.

38. Automatic Self Administered YRT Reinsurance Agreement, by and between ALAC and Swiss Re, dated as of July 1, 2003.

39. Coinsurance Agreement, by and between ALAC and Swiss Re, dated as of November 1, 1997.

40. Coinsurance Agreement, by and between ALAC and Swiss Re, dated as of November 1, 1997.

41. Coinsurance Agreement, by and between ALAC and Transamerica, dated as of July 1, 2000.

42. Coinsurance Agreement, by and between ALAC and Transamerica, dated as of April 1, 2002.

43. Zero First Year YRT Agreement, by and between ALAC and Transamerica, dated as of June 1, 2002.

44. Coinsurance Agreement, by and between ALAC and Transamerica, dated as of July 1, 2005.

45. Automatic Agreement, by and between ALAC and RGA, dated as of October 1, 1989.

46. Automatic and Facultative Coinsurance Agreement, by and between ALAC and RGA, dated as of January 1, 2000.

47. Reinsurance Agreement, by and between ALAC and RGA, dated as of January 1, 1975.

48. Automatic Reinsurance Agreement, by and between ALAC and RGA, dated as of January 1, 1983.

49. Automatic and Facultative YRT Agreement, by and between ALAC and RGA, dated as of January 1, 1993.

3

50. Automatic and Facultative YRT Agreement, by and between ALAC and RGA, dated as of January 1, 1994.

51. Automatic and Facultative Coinsurance Agreement, by and between ALAC and RGA, dated as of January 1, 1998.

52. Automatic Bulk YRT Non-Refund Agreement, by and between ALAC and RGA, dated as of November 1, 2001.

53. Automatic Agreement, by and between ALAC and RGA, dated as of February 1, 1988.

54. Automatic and Facultative Coinsurance Agreement, by and between ALAC and RGA, dated as of March 1, 1999.

55. Automatic Bulk Coinsurance Non-Refund Agreement, by and between ALAC and RGA, dated as of April 1, 2002.

56. Automatic and Facultative Coinsurance Agreement, by and between ALAC and RGA, dated as of April 1, 2002.

57. Automatic and Facultative YRT Reinsurance Agreement, by and between ALAC and RGA, dated as of June 1, 2002.

58. Automatic and Facultative Coinsurance Agreement, by and between ALAC and RGA, dated as of January 1, 2000.

59. Automatic and Facultative Coinsurance Agreement, by and between ALAC and RGA, dated as of March 1, 1999.

60. Automatic and Facultative Reinsurance Agreement (Coinsurance Basis), by and between ALAC and ING Re, dated as of April 1, 2002.

61. Automatic Self Administered Coinsurance Reinsurance Agreement, by and between ALAC and Swiss Re, dated as of April 1, 2002.

62. Coinsurance Agreement, by and between ALAC and Transamerica, dated as of April 1, 2002.

63. Coinsurance Agreement, by and between ALAC and United Fidelity, dated as of September 30, 1986.

64. Facultative Reinsurance Agreement, by and between ALAC and American United, dated as of August 17, 1981.

65. Automatic YRT Reinsurance Agreement, by and between ALAC and Munich American, dated as of January 1, 2007.

4

66. Automatic Yearly Renewable Term, by and between ALAC and Canada Life, dated as of November 8, 2008.

67. Automatic and Facultative Yearly Renewable Term Reinsurance Agreement Single Life Products, by and between ALAC and Canada Life, dated as of March 1, 2002.

68. Automatic and Facultative Yearly Renewable Term Reinsurance Agreement Joint Last Survivor Products, by and between ALAC and Canada Life, dated as of March 1, 2002.

69. Automatic Coinsurance Agreement, by and between ALAC and Canada Life, dated as of September 1, 1999.

70. Automatic Coinsurance Agreement, by and between ALAC and Canada Life, dated as of September 1, 1999.

71. Automatic Yearly Renewable Term Reinsurance Agreement, by and between ALAC and Scottish Re, dated as of August 1, 2004.

72. Automatic Yearly Renewable Term Reinsurance Agreement, by and between ALAC and Scottish Re, dated as of August 1, 2004.

73. Automatic Coinsurance Agreement, by and between ALAC and ERC Life, dated as of August 1, 1996.

74. Facultative Coinsurance Agreement, by and between ALAC and ERC Life, dated as of January 1, 1997.

75. Reinsurance Agreement, by and between ALAC and Canada Life, dated as of November 15, 1983.

76. Facultative YRT Reinsurance Agreement, by and between ALAC and Canada Life, dated as of July 1, 2003.

77. Automatic Coinsurance Agreement, by and between ALAC and Canada Life, dated as of January 1, 2000.

78. Automatic Yearly Renewable Term Reinsurance Agreement, by and between ALAC and Canada Life, dated as of August 18, 2008.

79. Automatic Yearly Renewable Term Reinsurance Agreement, by and between ALAC and Canada Life, dated as of August 18, 2008.

80. Automatic Coinsurance Agreement, by and between ALAC and Canada Life, dated January 1, 2000.

81. YRT Agreement, by and between ALAC and Transamerica, dated as of July 1, 2003.

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82. Automatic and Facultative YRT Reinsurance Agreement, by and between ALAC and ING Re, dated as of March 1, 1997.

83. Reinsurance Agreement (Automatic YRT Bulk Universal Life), by and between ALAC and Swiss Re, dated as of January 1, 1999.

84. Reinsurance Agreement (Automatic YRT Bulk Universal Life), by and between ALAC and Swiss Re, dated as of January 1, 1999.

85. Reinsurance Agreement (Automatic YRT Bulk Universal Life), by and between ALAC and Swiss Re, dated as of January 1, 1999.

86. Reinsurance Agreement (Automatic Coinsurance Bulk), by and between ALAC and Swiss Re, dated as of January 1, 2000.

6

Schedule 2.12

Interest Maintenance Reserve

[See attached.]

7

Schedule 7.3(a)

Novation and Assumption Consent Solicitation Procedures by Subject Contract Type

[See attached.]

8

Schedule 7.3(d)

Required Parties

Please see Schedule 7.3(a).

9

Annex A-1

List of Reinsurance Assets

[See attached.]

¹ This Annex was prepared in accordance with the “GA_Master Report_Finalv3.xlsx” sent by Gina Cunningham on Wednesday October 2, 2013 at 9:58 a.m. EST. If there are any typographical or manifest errors, parties will work together to correct the Annex after the Effective Time.

1

Annex A-2

Unavailable Assets

[See attached.]

² This Annex was prepared in accordance with the “GA_Master Report_Finalv3.xlsx” sent by Gina Cunningham on Wednesday October 2, 2013 at 9:58 a.m. EST. If there are any typographical or manifest errors, parties will work together to correct the Annex after the Effective Time.

2

Annex B

Net Settlements

[See attached.]

1

Annex C

Net Retained Liabilities Ceding Commission Adjustment

Until 100% of the Net Retained Liabilities have been reinsured under this Agreement, an adjustment to the Ceding Commission shall be made as part of the Net Settlement each month as provided in this Annex C.

For each liability or obligation in respect of a Policy that remains a Net Retained Liability during the entire month covered in a Net Settlement, the Ceding Commission shall be increased or decreased. The increase or decrease for each Policy will vary based on line of business and will be calculated on a pro rata basis for each relevant month, in accordance with the table below, to reflect the time elapsed between April 30, 2013 (the “Signing Date”) and the date as of which the Net Settlement is prepared.

Estimated Cede Per $500mm Gross Face (1)
Years After the Signing Date:	0		1		2		3	4	5	6	7	8	9	10
IUL Cap	$(3.40)		$(3.50)		$(3.70)		$(3.80)	$(4.00)	$(4.10)	$(4.30)	$(4.40)	$(4.50)	$(4.50)	$(4.60)
IUL Non-Cap	$	1.4	$	1.0	$	0.3	$(0.30)	$(0.80)	$(1.20)	$(1.40)	$(1.60)	$(1.80)	$(1.90)	$(2.00)
UL Cap	$(3.40)		$(3.50)		$(3.50)		$(3.60)	$(3.70)	$(3.80)	$(3.80)	$(3.80)	$(3.80)	$(3.80)	$(3.80)
UL Non-Cap	$(0.40)		$(0.60)		$(0.60)		$(0.70)	$(0.60)	$(0.60)	$(0.50)	$(0.50)	$(0.50)	$(0.50)	$(0.50)
Term	$(0.10)		$(0.10)		$(0.10)		$(0.10)	$(0.10)	$(0.10)	$(0.10)	$(0.10)	$(0.10)	$(0.20)	$(0.20)
WL	$(5.00)		$(4.20)		$(3.40)		$(3.20)	$(3.00)	$(2.90)	$(2.70)	$(2.60)	$(2.60)	$(2.50)	$(2.50)
CB	$(4.90)		$(3.90)		$(3.40)		$(3.40)	$(3.30)	$(3.20)	$(3.10)	$(3.00)	$(2.90)	$(2.80)	$(2.70)

1

11	12	13	14	15	16	17	18	19	20
$(4.70)	$(4.70)	$(4.70)	$(4.70)	$(4.60)	$(4.60)	$(4.50)	$(4.40)	$(4.30)	$(4.10)
$(2.00)	$(2.10)	$(2.10)	$(2.10)	$(2.10)	$(2.10)	$(2.10)	$(2.10)	$(2.10)	$(2.00)
$(3.70)	$(3.70)	$(3.60)	$(3.50)	$(3.40)	$(3.30)	$(3.20)	$(3.00)	$(2.90)	$(2.70)
$(0.40)	$(0.40)	$(0.40)	$(0.30)	$(0.30)	$(0.30)	$(0.30)	$(0.30)	$(0.30)	$(0.30)
$(0.20)	$(0.20)	$(0.20)	$(0.10)	$(0.10)	$(0.10)	$(0.10)	$0.00	$0.00	$0.00
$(2.50)	$(2.40)	$(2.40)	$(2.30)	$(2.20)	$(2.10)	$(2.00)	$(1.90)	$(1.80)	$(1.70)
$(2.50)	$(2.40)	$(2.40)	$(2.30)	$(2.20)	$(2.10)	$(2.00)	$(1.90)	$(1.80)	$(1.70)

(1) Gross face is as of September 30, 2013 (e.g., if retained business is ceded to the Company 10 years after the Signing Date, the cede adjustment is applied to the face of that business as of September 30, 2013, not September 30, 2023)

For illustrative purposes only, based on the table above, if $500 million gross insurance in-force of whole life risk is retained by the Company until one year after the Signing Date, the Ceding Commission would increase by $0.8 million (the difference in value between the Signing Date and the one year anniversary of the Signing Date for the “whole life” line of business in the table above).

If the calculation of the adjustment based on the table above results in an increase in the Ceding Commission for the relevant month, the amount of such increase shall be reflected as a payable from the Reinsurer to the Company in the applicable Net Settlement. If, instead, such calculation results in a decrease in the Ceding Commission for the relevant month, the amount of such decrease shall be reflected as a payable from the Company to the Reinsurer in the applicable Net Settlement.

2

Annex D-1

Swiss Re Reduction Methodology

[See attached.]

1

Annex D-2

Hannover Reduction Methodology

[See attached.]

2

Annex D-3

Excess Reduction Methodology

[See attached.]

3

Annex E

List of EI Hedges

[See attached.]

4

Annex F

Life Reference Balance Sheet

[See attached.]

1

Annex G

Additional Life Reference Balance Sheet Assets

None.

1

Annex H

Closed Block Financing Assets

[See attached.]

³ This Annex was prepared in accordance with the “GA_Master Report_Finalv3.xlsx” sent by Gina Cunningham on Wednesday October 2, 2013 at 9:58 a.m. EST. If there are any typographical or manifest errors, parties will work together to correct the Annex after the Effective Time.

2

Annex I

Policy List

[See attached.]

3

Exhibit I

Form of Custody Agreement

[See attached.]

1

Exhibit II

Form of Notice and Certificate of Assumption

[See attached.]

1

Exhibit III

Alternative Form of Notice and Certificate of Assumption

[See attached.]

1

EX-10.3

Exhibit 10.3

AMENDED AND RESTATED

COINSURANCE AGREEMENT

between

ATHENE ANNUITY AND LIFE COMPANY

and

ACCORDIA LIFE AND ANNUITY COMPANY

Dated as of December 28, 2015

TABLE OF CONTENTS

ARTICLEPage

ARTICLE I DEFINITIONS AND CONSTRUCTION    1

Section 1.1    Definitions    2

Section 1.2    Construction    11

ARTICLE II COINSURANCE    11

Section 2.1    Scope and Basis of Reinsurance    11

Section 2.2    Reinsuring Clause    12

Section 2.3    Transfer of Assets and Ceding Commission    12

Section 2.4    Net Retained Liabilities    14

Section 2.5    Producer Payments    16

Section 2.6    Guaranty Fund Assessments and Premium Taxes    16

Section 2.7    Other Reinsurance    17

Section 2.8    Policy Changes and Non-Guaranteed Elements    18

Section 2.9    Ownership of Premiums    18

Section 2.10    Assignment; Security Interest    19

Section 2.11    Reserved    20

Section 2.12    Interest Maintenance Reserve    20

ARTICLE III REINSURANCE LIABILITY    20

Section 3.1    Reinsurance Liability    20

Section 3.2    Other Reinsurance    20

Section 3.3    Disclaimer    22

Section 3.4    Reinsurance Assets    22

ARTICLE IV CERTAIN FINANCIAL PROVISIONS    22

Section 4.1    Provision of Security by the Reinsurer    22

Section 4.2    Credit for Reinsurance    25

Section 4.3    RBC Reports    25

ARTICLE V PLAN OF REINSURANCE    25

Section 5.1    Plan    25

Section 5.2    Follow the Fortunes    25

Section 5.3    Reductions and Terminations    26

Section 5.4    Reinstatements    26

Section 5.5    Contractual Conversions; Internal Replacement    26

ARTICLE VI ADMINISTRATION    27

Section 6.1    Administrative Services    27

Section 6.2    Net Settlements    27

ARTICLE VII DAC TAX    28

Section 7.1    DAC Tax Election    28

ARTICLE VIII INSOLVENCY AND CUT THROUGH    29

Section 8.1    Insolvency    29

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Section 8.2    Cut Through    29

ARTICLE IX TERMINATION    30

Section 9.1    Duration of Coinsurance    30

Section 9.2    Termination    30

Section 9.3    Termination by the Company    30

Section 9.4    Termination by the Reinsurer    31

Section 9.5    Settlement Upon Termination    31

ARTICLE X RESOLUTION OF CERTAIN DISPUTES    32

Section 10.1    Disputes over Actual Initial Coinsurance Premium Calculations and SPA Adjusted Coinsurance Premium    32

Section 10.2    Disputes over Calculations    35

ARTICLE XI INDEMNIFICATION    35

Section 11.1    Indemnification of the Reinsurer by the Company    35

Section 11.2    Indemnification of the Company by the Reinsurer    36

ARTICLE XII CONFIDENTIALITY    36

Section 12.1    Confidentiality    36

ARTICLE XIII REPRESENTATIONS AND WARRANTIES    37

Section 13.1    Representations and Warranties of Reinsurer    37

Section 13.2    Representations and Warranties of the Company    38

ARTICLE XIV GENERAL PROVISIONS    39

Section 14.1    Errors and Omissions    39

Section 14.2    Offset and Recoupment    39

Section 14.3    Expenses    39

Section 14.4    Parties to this Agreement    40

Section 14.5    Authority    40

Section 14.6    No Assignment    40

Section 14.7    Notices    40

Section 14.8    Severability    41

Section 14.9    Announcements    41

Section 14.10    Schedules, Annexes and Exhibits    41

Section 14.11    Entire Agreement    42

Section 14.12    Binding Effect    42

Section 14.13    Waiver and Amendment    42

Section 14.14    Headings    42

Section 14.15    Counterparts    42

Section 14.16    No Prejudice    42

Section 14.17    Governing Law; Jurisdiction; Enforcement    42

Section 14.18    Further Assurances    43

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INDEX OF SCHEDULES

Schedule 1.1(i)    Assumed Reinsurance Agreements

Schedule 1.1(ii)    Other Reinsurance

Schedule 2.12    Interest Maintenance Reserve

INDEX OF ANNEXES

Annex A-1    List of Reinsurance Assets

Annex A-2    List of Unavailable Assets

Annex B    Net Settlements

Annex C    Net Retained Liabilities Ceding Commission Adjustment

Annex D    Life Reference Balance Sheet

Annex E    Additional Life Reference Balance Sheet Assets

iii

AMENDED AND RESTATED COINSURANCE AGREEMENT

This Amended and Restated Coinsurance Agreement (this “Agreement”), dated as of December 28, 2015, is made by and between Athene Annuity and Life Company, an insurance company organized under the laws of the State of Iowa (formerly known as Aviva Life and Annuity Company) (the “Company”), and Accordia Life and Annuity Company, an insurance company organized under the laws of the State of Iowa (formerly known as Presidential Life Insurance Company - USA) (the “Reinsurer”; each of the Company and the Reinsurer, a “Party” and together, the “Parties”) and amends and restates in its entirety the Coinsurance Agreement, dated as of October 1, 2013, made by and between the Company and the Reinsurer.

RECITALS

WHEREAS, as of the Amendment Effective Date, (a) the Reinsurer and Ameritas Life Insurance Corp. (“Ameritas”) will enter into a Coinsurance Agreement, pursuant to which the Reinsurer intends to retrocede to Ameritas, on a 100% quota share coinsurance basis, liabilities under certain life insurance policies reinsured by it under this Agreement (the “Ameritas Coinsurance Agreement”), and (b) the Reinsurer, Ameritas and the Company will enter into a trust agreement, between Ameritas, as grantor, and the Reinsurer and the Company, as beneficiaries, and J.P. Morgan Chase Bank, N.A., a national banking association, as trustee, pursuant to which Ameritas will deposit into a trust account certain assets for the benefit of the Reinsurer and the Company, as beneficiaries (the “Trust Agreement”);

WHEREAS, as of the Effective Date, the Company ceded or retroceded to the Reinsurer, on a 100% coinsurance basis, all of its liabilities under certain life insurance policies issued and reinsured by it;

WHEREAS, as of the Effective Date, the Reinsurer accepted to reinsure such policies from the Company on the terms and conditions stated herein;

WHEREAS, subject to a transition services agreement entered into as of the Effective Date between Aviva USA Corporation and the Reinsurer (the “Transition Services Agreement”),the Company and the Reinsurer intend that the Reinsurer will provide certain administrative services for policies reinsured hereunder, and the Company and the Reinsurer have entered into an Administrative Services Agreement, dated as of the Effective Date (the “Administrative Services Agreement”), pursuant to which the Reinsurer shall provide such administrative services on the terms and conditions stated therein.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the Company and the Reinsurer hereby agree as follows:

Article IDEFINITIONS AND CONSTRUCTION

1

Section 1.1Definitions. Unless the context requires otherwise, for all purposes of this Agreement, the capitalized terms set forth below shall have the following meanings:

“Action” has the meaning ascribed thereto in the Purchase Agreement.

“Actual Initial Coinsurance Premium” has the meaning ascribed thereto in Section 2.3(a)(iv).

“Additional Life Reference Balance Sheet Assets” means the additional assets referenced in the Life Reference Balance Sheet as set forth on Annex E hereto.

“Additional Security Amount” means, (a) at all times when the RBC Ratio of the Reinsurer most recently reported to the Company pursuant to Section 4.3 is less than 200%, an amount equal to 2% of Statutory Reserves (as defined in the Ameritas Coinsurance Agreement), and (b) at any other time, $0.

“Administrative Services Agreement” has the meaning ascribed thereto in the Recitals.

“Administrator” means the Reinsurer in its capacity as administrator under the Administrative Services Agreement.

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such other Person at the time at which the determination of affiliation is made. The term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or other ownership interests, by contract or otherwise.

“Agreement” has the meaning ascribed thereto in the Preamble.

“Amendment Effective Date” means December 1, 2015.

“Ameritas” has the meaning ascribed thereto in the Recitals.

“Ameritas Coinsurance Agreement” has the meaning ascribed thereto in the Recitals.

“Amortization Period” means the ten (10) years following the Effective Date.

“Applicable Law” means any law, statute, regulation, rule, ordinance, order, injunction, judgment, decree, principle of common law, constitution or treaty enacted, promulgated, issued, enforced or entered by any Governmental Entity applicable to a party hereto, or any of its respective businesses, properties or assets, as may be amended from time to time, including the Indy Life Closed Block Memorandum and the Indy Life Plan of Conversion.

2

“Applicable Rate” means, with respect to any date of determination, an interest rate equal to one-month LIBOR for dollars that appears on page LIBOR 01 (or a successor page) of the Reuters Telerate Screen as of 11:00 a.m., London time, on such date.

“Assumed Reinsurance Agreement” means any reinsurance agreement in effect as of the Effective Time under which the Company assumes liabilities or obligations with respect to any Indy Life Closed Block Policy, including the assumed reinsurance agreements listed on Schedule 1.1(i) hereto.

“Business Day” means any day other than a Saturday, a Sunday or any other day on which banking institutions in New York, New York or Des Moines, Iowa are required or authorized by Applicable Law to be closed.

“Ceding Commission” has the meaning ascribed thereto in Section 2.3(b), and may be either positive or negative.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” has the meaning ascribed thereto in Section 2.10(b).

“Company” has the meaning ascribed thereto in the Preamble.

“Company Indemnified Parties” has the meaning ascribed thereto in Section 11.2.

“Company Termination Payment” has the meaning ascribed thereto in Section 9.5.

“Confidential Information” means (a) with respect to the Company, any information with respect to the Company (other than information relating to the Indy Life Closed Block Policies) that is not generally available to the public, and includes, without limitation, policyholder lists, any medical, financial and other personal information about proposed, current, and former policyowners, insureds, applicants, and beneficiaries of the Company (other than proposed, current, and former policyowners, insureds, applicants and beneficiaries of the Indy Life Closed Block Policies) and information or knowledge about the Company’s processes, services, finances and reserving methodology and (b) with respect to the Reinsurer, any information with respect to the Indy Life Closed Block Policies or the Reinsurer that is not generally available to the public, and includes, without limitation, policyholder lists, any medical, financial and other personal information about proposed, current, and former policyowners, insureds, applicants, and beneficiaries of Indy Life Closed Block Policies and information or knowledge about the Reinsurer’s processes, services, finances and pricing and reserving methodology.

“Consultation Period” has the meaning ascribed thereto in Section 10.1(b).

“CPA Firm” has the meaning ascribed thereto in Section 10.1(b).

“Custody Account” has the meaning ascribed to the term “Account” in the Custody Agreement.

3

“Custody Account Ceding Commission Amount” means an amount equal to (a) the ratio of (x) the Reinsurer’s Share of the Statutory Reserves that would be required to be held by the Company with respect to the Reinsured Policies if this Agreement were not in effect as of the date of determination, over (y) the Reinsurer’s Share of the Statutory Reserves with respect to the Reinsured Policies as of the Effective Date, multiplied by (b)the absolute value of the Ceding Commission, multiplied by (c)the ratio of (x) the remaining number of months in the Amortization Period over (y) 120.

“Custody Agreement” means the Amended and Restated Custody Agreement between the Reinsurer, as customer, and U.S. Bank National Association, as custodian, dated as of December 28, 2015.

“Effective Date” means October 1, 2013.

“Effective Time” means 12:00:01 a.m. Eastern time on the Effective Date.

“Estimated Initial Coinsurance Premium” has the meaning ascribed thereto in Section 2.3(a)(ii).

“Excluded Liabilities” has the meaning ascribed thereto in the Purchase Agreement.

“Excluded Reinsured Liability” has the meaning ascribed thereto in the Purchase Agreement.

“Extra Contractual Obligations” means all obligations or Losses (whether known or unknown, contingent or otherwise) incurred or arising at any time under or relating to any Indy Life Closed Block Policy that are not provided by the contractual benefits arising under the express terms and conditions of such Indy Life Closed Block Policy or are in excess of the applicable Indy Life Closed Block Policy benefits, including any liability for taxes, toll charges, fines, penalties, forfeitures, excess or penalty interest, punitive, special, exemplary or other form of extra-contractual damages or attorneys’ fees and costs awarded, which obligations or Losses arise from any act, error or omission, whether or not intentional, negligent, in bad faith or otherwise, including obligations or Losses arising out of or relating to: (a) the form, marketing, distribution, sale, underwriting, issuance, cancellation or administration of the Indy Life Closed Block Policies; (b) the investigation, defense, trial, settlement or handling of claims, benefits or payments under the Indy Life Closed Block Policies; (c) the failure to pay, the delay in payment of, or errors in calculating or administering the payment of, benefits, claims or any other amounts due or alleged to be due under or in connection with the Indy Life Closed Block Policies; (d) Premium Taxes other than those settled under Section 2.6 in connection with premiums received under the Indy Life Closed Block Policies; (e) the failure of any Indy Life Closed Block Policy to provide the purchaser, policyholder, account holder or other holder or intended beneficiaries thereof with tax treatment under the Code that is the same as or more favorable than the tax treatment under the Code (i) that was purported to apply in materials provided at the time of issuance, assumption, exchange, modification or sale of the Indy Life Closed Block Policy by the Company or any of its predecessors or (ii) for which policies or contracts of that type were reasonably expected to qualify under the Code; (f) the treatment of any Indy Life Closed Block Policy as a “modified endowment contract” within the meaning of Section 7702A of the Code, except where the holder of the Indy Life Closed Block Policy shall have consented to its

4

status as a “modified endowment contract” under Section 7702A; (g) the failure of the Company to comply with any applicable tax information reporting, withholding or disclosure requirements with respect to distributions or payments made pursuant to the Indy Life Closed Block Policies; (h) any taxes applicable to the Reinsurance Assets (but excluding the Company’s share of any taxes under Section 14.3); and (i) the failure to pay, the delay in payment, or errors in calculating or administering the payment of, unclaimed property, escheat or other similar liabilities related to the Indy Life Closed Block Policies; provided that “Extra Contractual Obligations” will not under any circumstances include (x) any such liabilities, obligations or Losses incurred or arising solely as a result of actions or omissions of the Company, but only to the extent such actions or omissions of the Company constitute gross negligence or bad faith and were not taken or omitted at the direction of the Reinsurer or consented to by the Reinsurer in writing or (y) U.S. federal or state income or capital stock or similar taxes (or any interest or penalties imposed with respect to the payment or reporting thereof) imposed upon the Company or any of its Affiliates.

“Fair Market Value” means, with respect to any asset, the fair market value thereof calculated in accordance with the accounting and actuarial practices of the Company, consistently applied.

“Governmental Entity” means any foreign, federal, state, local or other governmental, legislative, judicial, administrative or regulatory authority, agency, commission, board, body, court or entity or any instrumentality thereof or any self-regulatory body or arbitral body or arbitrator.

“Indy Life Closed Block” means the closed block of business established pursuant to the Indy Life Plan of Conversion and operated in accordance with the Indy Life Closed Block Memorandum.

“Indy Life Closed Block Memorandum” means the Closed Block Memorandum dated as of September 18, 2000, and attached as Exhibit Ito the Indy Life Plan of Conversion.

“Indy Life Closed Block Policies” means all insurance policies and contracts (including supplementary contracts), together with all related binders, slips and certificates and including applications therefor and all supplements, endorsements, riders and agreements in connection therewith, that have been issued or assumed by the Company and which are included in the Indy Life Closed Block.

“Indy Life Plan of Conversion” means the Plan of Conversion of Indianapolis Life Insurance Company dated as of September 18, 2000.

“Initial Coinsurance Premium” has the meaning ascribed thereto in Section 2.3(a)(i).

“Initial Coinsurance Premium Adjustment” has the meaning ascribed thereto in Section 2.3(a)(iv).

“Initial Coinsurance Premium Reconciliation Statement” has the meaning ascribed thereto in Section 2.3(a)(iv).

5

“Interest Maintenance Reserve” means the amounts set forth on Schedule 2.12 as revised as of the Effective Date. The calculation of the Interest Maintenance Reserve for purposes of Section 2.3(a)(i)(B) (the calculation of the Interest Maintenance Reserve created at the Effective Time as a direct result of the transactions contemplated by this Agreement) shall be equal to any net pre-tax realized capital gains multiplied by 65%.

“Life Reference Balance Sheet” means the balance sheet for the Life Business (as defined in the Purchase Agreement) attached as Annex D hereto.

“Losses” means any damages, claims, losses, liabilities, charges, actions, suits, proceedings, deficiencies, taxes, fees, assessments, interest, penalties and reasonable costs and expenses (including reasonable attorneys’ fees and expenses).

“Market Value of the Unavailable Assets” means an amount equal to the aggregate of (i) the Fair Market Value of the assets labeled “Sold Assets” and “Other Assets” on Annex A-2 as of the Effective Date, plus (ii)the par value of the assets labeled “Matured Assets” on Annex A2.

“Monthly Accounting Period” means, with respect to any calendar month, the period beginning on the first day of such calendar month and ending on the last day of such calendar month.

“Net Retained Liabilities” means, with respect to any time of determination, all liabilities or obligations in respect of any Indy Life Closed Block Policy that, under the terms of any Other Reinsurance Agreement covering such Indy Life Closed Block Policy, (a) the Company is required to retain unreinsured and for its own account or (b) in the opinion of the Company and the Reinsurer, requires consent from any party to such Other Reinsurance Agreement in order to effect reinsurance under this Agreement, and as to which a waiver of such requirement or other consent has not been obtained prior to such time of determination.

“Net Retained Liabilities Adjustment Period” has the meaning ascribed thereto in Section 2.4(b)(ii).

“Net Retained Liability Reserve Transfer Amount” means, with respect to any Net Retained Liability for which subsequent to the Effective Date a waiver or consent is obtained to reinsure such Net Retained Liability under the terms of this Agreement or the Parties otherwise agree that any such waivers or consents shall not be required as a condition to coverage hereunder, the sum of (a) the gross statutory reserves (including deficiency reserves) and any additional policy-related liabilities that are required to be held by the Company with respect to such Net Retained Liability as of the Effective Date, less (b) the Reinsurer’s Share of (x) policy loan balances on such Net Retained Liability as of the Effective Date, and (y) net due and deferred Premiums on such Net Retained Liability as of the Effective Date, reduced by credit for reinsurance taken by the Company in respect of such Net Retained Liability for Other Reinsurance as of the Effective Date.

“Net Settlement” has the meaning ascribed thereto in Section 6.2(a).

“Non-Guaranteed Elements” has the meaning ascribed thereto in Section 2.8(b).

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“Non-Indy Life Coinsurance Agreement” means the Coinsurance and Assumption Agreement between the Company and the Reinsurer, dated as of the Effective Date, pursuant to which the Company cedes or retrocedes to the Reinsurer all of its liabilities under certain life insurance policies issued and reinsured by the Company other than the Indy Life Closed Block Policies.

“Notice of Agreement” has the meaning ascribed thereto in Section 10.1(a).

“Other Reinsurance” means reinsurance ceded with respect to Reinsured Policies under the terms of the ceded reinsurance agreements that the Company has entered into with third parties prior to the Effective Time covering the Reinsured Policies, including the ceded reinsurance agreements listed on Schedule 1.1(ii), and any ceded reinsurance agreement entered into by the Company with the Reinsurer’s prior written consent pursuant to Section 2.7, as all such reinsurance ceded may be in force from time to time.

“Other Reinsurance Agreements” means the reinsurance treaties and agreements documenting the Other Reinsurance (including all amendments and modifications thereto entered into prior to the Effective Date or pursuant to Section 3.2).

“Other Reinsurance Benefits” means, for any period, the aggregate amount of benefits, fees, allowances and other amounts actually received by the Company for reinsurance ceded pursuant to Other Reinsurance Agreements with respect to the Reinsured Policies during such period.

“Other Reinsurance Premiums” means, for any period, the aggregate amount of premiums paid by the Company pursuant to Other Reinsurance Agreements with respect to the Reinsured Policies during such period.

“Other Transaction Agreements” means, collectively, all of the Transaction Documents other than this Agreement.

“Parties” has the meaning ascribed thereto in the Preamble.

“Party” has the meaning ascribed thereto in the Preamble. “Payee” has the meaning ascribed thereto in Section 8.2(a).

“Person” means an individual, corporation, partnership, joint venture, limited liability company, association, trust, unincorporated organization or other entity.

“Premiums” means premiums and considerations due or to become due, premiums deferred and uncollected, premium adjustments and any and all amounts or payments, including any and all policy fees, charges, reimbursements and similar amounts, which are or were held, received or collected by the Company, or which are now due or will become due from any source under or in connection with the Reinsured Policies, but not including Other Reinsurance Premiums.

“Premium Taxes” has the meaning ascribed thereto in Section 2.6(b)(i).

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“Producer” means each Person, including salaried employees of the Company or its Affiliates, performing the duties of insurance producer, agency, managing general agent, third party administrator, broker, solicitor, adjuster, marketer, underwriter, wholesaler, distributor, producer or customer representative for the Company.

“Producer Agreements” means contracts between the Company and any Producer.

“Producer Payments” means any expense allowance, commission, override commission, service fee or other compensation payable by the Company to a Producer pursuant to a Producer Agreement in connection with any Reinsured Policy.

“Purchase Agreement” means that certain Purchase and Sale Agreement, dated as of April 30, 2013, by and among Athene Holding Ltd. and Commonwealth Annuity and Life Insurance Company.

“Qualified United States Financial Institution” means an institution that is (a) organized or, for a United States branch or agency office of a foreign banking organization, licensed under the laws of the United States or any state thereof and has been granted authority to operate with fiduciary powers and (b) regulated, supervised and examined by federal or state authorities having regulatory authority over banks and trust companies.

“RBC Ratio” means the ratio, as of the date of determination, of the Reinsurer’s “total adjusted capital” over its “company action level risk-based capital”, as such terms are defined and prescribed by requirements promulgated by the National Association of Insurance Commissioners and regulations adopted by the insurance regulatory authorities in the Reinsurer’s state of domicile, which are in effect as of such date, calculated as of the end of each calendar quarter, and using reserving methodologies and asset classifications that are in accordance with generally accepted statutory accounting principles and practices required or permitted by the National Association of Insurance Commissioners and the insurance regulatory authority in the Reinsurer’s state of domicile, consistently applied throughout the specified period and in the immediately prior comparable period; provided, that in the event there is a material change in the factors and formulae prescribed by the insurance regulatory authority in the Reinsurer’s state of domicile with respect to the components of and methodologies contained in such calculation, the Parties shall amend this Agreement to incorporate an alternate calculation that is reasonably equivalent to the components of and methodologies contained in the calculation of the Reinsurer’s RBC Ratio in effect as of the Effective Date within thirty (30) calendar days after the implementation of such change, and if the Parties cannot agree on any such alternative, the Reinsurer shall continue to calculate its RBC Ratio as if such material change had not occurred.

“Reinsurance Assets” has the meaning ascribed thereto in Section 2.3(a)(i).

“Reinsured Liabilities” means all gross liabilities and obligations, net of Other Reinsurance Benefits, to the extent such liabilities and obligations arise out of or relate to the Reinsured Policies, including payments of any such liabilities or obligations to any Governmental Entity, whether for tax withholding, escheat, unclaimed property or otherwise, and Extra Contractual Obligations, but

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excluding Net Retained Liabilities, any liabilities or obligations arising out of or relating to any Excluded Liabilities.

“Reinsured Policies” has the meaning ascribed thereto in Section 2.1.

“Reinsurer” has the meaning ascribed thereto in the Preamble.

“Reinsurer Indemnified Parties” has the meaning ascribed thereto in Section 11.1.

“Reinsurer’s Objection” has the meaning ascribed thereto in Section 10.1(a).

“Reinsurer’s Share” has the meaning ascribed thereto in Section 2.2.

“Reinsurer Termination Event” means any failure by the Company (or any successor by operation of law of the Company, including any receiver, liquidator, rehabilitator, conservator or similar Person of the Company) to pay any material amount due to the Reinsurer under this Agreement payable by the Company if such failure has not been cured within ninety (90) calendar days after receipt of written notice thereof from the Reinsurer.

“Reinsurer Termination Payment” has the meaning ascribed thereto in Section 9.5.

“Replacement Assets” has the meaning ascribed thereto in Section 4.1(c).

“Representatives” has the meaning ascribed thereto in Section 12.1.

“Required Balance” means, as of any date of determination, an amount equal to:

(a)    (i) the Reinsurer’s Share of the Statutory Reserves that would be required to be held by the Company with respect to the Reinsured Policies if this Agreement were not in effect, plus

(ii)    the Reinsurer’s Share of the Interest Maintenance Reserve attributable to the Reinsured Liabilities, plus

(iii)    the amount of any new Interest Maintenance Reserve that is created at the Effective Time as a direct result of the transactions contemplated by this Agreement, less

(iv)    the amount of outstanding policy loans on the Reinsured Policies (to the extent such policy loans constitute admitted assets under SAP, net of any unearned policy loan interest on such loans but including amounts of interest due and accrued with respect thereto), less

(v)    the net due and deferred Premiums on the Reinsured Policies, in each case, as of such date of determination and determined in accordance with SAP, consistently applied (to the extent SAP is applicable), plus

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(b)    the Custody Account Ceding Commission Amount, plus

(c)    the Additional Security Amount.

“Review Period” has the meaning ascribed thereto in Section 10.1(a).

“SAP” means the statutory accounting principles and practices prescribed by the insurance regulatory authorities in the Company’s state of domicile.

“SPA” has the meaning ascribed thereto in the Purchase Agreement.

“SPA Adjusted Coinsurance Premium” shall have the meaning ascribed thereto in Section 2.3(a)(v).

“SPA Coinsurance Premium Adjustment” shall have the meaning ascribed thereto in Section 2.3(a)(v).

“SPA Coinsurance Premium Reconciliation Statement” shall have the meaning ascribed thereto in Section 2.3(a)(v).

“Statutory Book Value” means (a) with respect to assets held in the Trust Account, the carrying value of the subject asset or liability on the books of Ameritas for statutory statement purposes determined in accordance with the statutory accounting principles and practices prescribed by Ameritas’ state of domicile, consistently applied, and (b) with respect to any other asset, the carrying value of the subject asset or liability on the books of the Reinsurer for statutory statement purposes determined in accordance with the statutory accounting principles and practices prescribed by the Reinsurer’s state of domicile, consistently applied.

“Statutory Reserves” means, as of any date of determination, the gross statutory reserves (including deficiency reserves) and any additional policy-related liabilities that are required to be held by the Company with respect to the Reinsured Policies as of such date of determination, in each case, as determined in accordance with SAP, consistently applied, and reduced by credit for reinsurance taken by the Company in respect of the Reinsured Policies for Other Reinsurance as of such date of determination. In no event shall Statutory Reserves include additional actuarial reserves (as used in connection with SAP), if any, established by the Company as a result of its annual cash flow testing.

“Taxes” has the meaning ascribed thereto in the Purchase Agreement.

“Tax Returns” has the meaning ascribed thereto in the Purchase Agreement.

“Transaction Documents” has the meaning ascribed thereto in the Purchase Agreement.

“Transition Services Agreement” has the meaning ascribed thereto in the Recitals.

“Trust Account” has the meaning ascribed thereto the Trust Agreement.

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“Trust Agreement” has the meaning ascribed thereto in the Recitals.

“UCC” has the meaning ascribed thereto in Section 2.10(c)(i).

“Unavailable Asset Amount” means an amount equal to the Statutory Book Value of the assets set forth on Annex A-2 as of the date such assets were sold or otherwise became unavailable to transfer under this Agreement.

“Unavailable Assets” means assets of the Company that are unavailable to be transferred as set forth on Annex A-2.

“Unresolved Items” has the meaning ascribed thereto in Section 10.1(b).

Section 1.2Construction.

(a)    For purposes of this Agreement, the words “hereof,” “herein,” “hereby” and other words of similar import refer to this Agreement as a whole unless otherwise indicated.

(b)    Whenever the singular is used herein, the same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate.

(c)    For purposes of this Agreement, the term “including” means “including but not limited to.”

(d)    Whenever used in this Agreement, the masculine gender shall include the feminine and neutral genders.

(e)    All references herein to Articles, Sections, Subsections, Paragraphs, Exhibits, Annexes and Schedules shall be deemed references to Articles, Sections, Subsections and Paragraphs of, and Exhibits, Annexes and Schedules to, this Agreement, unless the context shall otherwise require.

(f)    Any reference herein to any statute, agreement or document, or any section thereof, shall, unless otherwise expressly provided, be a reference to such statute, agreement, document or section as amended, modified, restated, supplemented or otherwise changed (including any successor section) and in effect from time to time.

(g)    All terms defined in this Agreement shall have the defined meaning when used in any Schedule, Annex, Exhibit, certificate or other documents attached hereto or made or delivered pursuant hereto unless otherwise defined therein.

Article IICOINSURANCE

Section 2.1Scope and Basis of Reinsurance. The reinsurance provided under this Agreement applies to all Indy Life Closed Block Policies that are (a) issued by the Company and in force as of the Effective Time, (b) reinsured by the Company under the terms of any Assumed

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Reinsurance Agreement as of the Effective Time, and (c) reinstated by the Company in accordance with Section 5.4 hereof (collectively, the “Reinsured Policies”).

Section 2.2Reinsuring Clause. Subject to the terms and conditions of this Agreement, the Company hereby cedes and the Reinsurer hereby reinsures on a coinsurance basis as of the Effective Time, 100% (the “Reinsurer’s Share”) of all Reinsured Liabilities.

Section 2.3Transfer of Assets and Ceding Commission.

(a)Coinsurance Premium.

(i)On the Effective Date, the Company will pay to the Reinsurer an initial coinsurance premium that relates to the Reinsured Policies consisting of (1) assets that are listed and that have Fair Market Values (exclusive of accrued interest) set forth on Annex A-1 (the “Reinsurance Assets”), equal to the Reinsurer’s Share of the following amount: (A) (x) the Statutory Reserves held by the Company with respect to the Reinsured Policies, minus (y)the Unavailable Asset Amount, plus (B)the amount of any new Interest Maintenance Reserve that is created at the Effective Time as a direct result of the transactions contemplated by this Agreement divided by 65%, minus (C)the amount of outstanding policy loans on the Reinsured Policies (to the extent such policy loans constitute admitted assets under SAP, net of any unearned policy loan interest on such loans but including amounts of interest due and accrued with respect thereto), minus (D)the net due and deferred Premiums on the Reinsured Policies, plus (2)cash equal to the Interest Maintenance Reserve attributable to the Reinsured Liabilities divided by 65%, plus (B)the other liabilities set forth on the Life Reference Balance Sheet, minus the Additional Life Reference Balance Sheet Assets, plus (D)the Market Value of the Unavailable Assets, minus (E)the amount of accrued interest on the Reinsurance Assets, multiplied by the ratio of the aggregate Fair Market Value of the Reinsurance Assets, divided by the aggregate Statutory Book Value of the Reinsurance Assets, in the case of each of clauses (1)(A), (1)(C), (1)(D), (2)(A) and 2(D) determined in accordance with SAP, consistently applied, as of the Effective Time (such amount, the “Initial Coinsurance Premium”). For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, for purposes of calculating the Initial Coinsurance Premium, the term “Reinsured Policies” shall not include the portion of the policies from which Net Retained Liabilities, if any, arise. The Reinsurance Assets set forth in clause (1) will consist of assets having an aggregate Statutory Book Value on the Company’s books and records as of the Effective Time equal to the amount set forth in clause (1) of the Initial Coinsurance Premium without taking into account the amounts set forth in sub clause (1)(B) thereof.

(ii)The amount of the Initial Coinsurance Premium paid on the Effective Date shall be determined on an estimated basis (the “Estimated Initial Coinsurance Premium”) as follows: (x) with respect to each of the items set forth in clauses (1)(A), (1)(C) and (1)(D) and (2)(A)-(C) and (2)(E) of the definition of “Initial Coinsurance Premium” the portion of the Estimated Initial Coinsurance Premium attributable to such items shall be equal to the respective amounts set forth on the Life Reference Balance Sheet; and (y) with respect to the item set forth in clauses (1)(B) and (2)(D) of the definition of “Initial

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Coinsurance Premium” the portion of the Estimated Initial Coinsurance Premium attributable to such item shall be determined by the Company in good faith and in a manner consistent with the principles governing the preparation of the Life Reference Balance Sheet on an estimated basis as of the date that is three (3) Business Days prior to the Effective Date.

(iii)On the Effective Date, the Company shall deliver to the Reinsurer a statement setting forth (A) the amount of the Estimated Initial Coinsurance Premium, determined as of the date that is three (3) Business Days prior to the Effective Date, and the final list of Reinsurance Assets on Annex A-1 and the Unavailable Assets on Annex A-2, and will include the Fair Market Value of the Reinsurance Assets and the Unavailable Assets, determined as of the date that is three (3) Business Days prior to the Effective Date.

(iv)No later than fifty (50) Business Days after the Effective Date, the Company shall deliver to the Reinsurer a statement (the “Initial Coinsurance Premium Reconciliation Statement”) prepared in good faith by the Company, in the same form as, and using the same principles that govern, the Life Reference Balance Sheet, setting forth, as of the Effective Date, (1) the calculation of each of the items set forth in clauses (1)(A)-(D) and (2)(A)-(E) of the definition of the “Initial Coinsurance Premium” (such amount, the “Actual Initial Coinsurance Premium”) and (2) the Fair Market Value of the Reinsurance Assets as of the Effective Date. The “Initial Coinsurance Premium Adjustment” shall be equal to the following amount (whether positive or negative): (A) the difference (whether positive or negative) between the Actual Initial Coinsurance Premium minus the Estimated Initial Coinsurance Premium, minus (B)the difference (whether positive or negative) between the Fair Market Value of the Reinsurance Assets on the Effective Date minus the Fair Market Value of the Reinsurance Assets determined in connection with the calculation of the Estimated Initial Coinsurance Premium pursuant to Section 2.3(a)(i). If the Initial Coinsurance Premium Adjustment is positive, then the Company shall pay to the Reinsurer an amount of cash equal to the Initial Coinsurance Premium Adjustment within five (5) Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 10.1, together with an amount of interest on the Initial Coinsurance Premium Adjustment at the Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment. If the Initial Coinsurance Premium Adjustment is negative, then the Reinsurer shall pay to the Company an amount of cash equal to the absolute value of the Initial Coinsurance Premium Adjustment within five (5) Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 10.1, together with an amount of interest on the Initial Coinsurance Premium Adjustment at the Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment.

(v)No later than thirty (30) Business Days following any final adjustments to the Purchase Price (as defined in the SPA) in accordance with Annex C of the SPA, the Company shall deliver to the Reinsurer a statement (the “SPA Coinsurance Premium Reconciliation Statement”) prepared in good faith by the Company, in the same

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form as, and using the same principles that govern, the Life Reference Balance Sheet, setting forth, as of the Effective Date, (1) the calculation of each of the items set forth in clauses (1)(A)-(D) and (2)(A)-(E) of the definition in each of the “ Initial Coinsurance Premium” (such amount, the “SPA Adjusted Coinsurance Premium”) and (2) the Fair Market Value of the Reinsurance Assets as of the Effective Date. The “SPA Coinsurance Premium Adjustment” shall be equal to the following amount (whether positive or negative): (A) the difference (whether positive or negative) between the SPA Adjusted Coinsurance Premium minus the Actual Initial Coinsurance Premium, minus (B)the difference (whether positive or negative) between the Fair Market Value of the Reinsurance Assets determined in connection with the calculation of the SPA Adjusted Coinsurance Premium minus the Fair Market Value of the Reinsurance Assets determined in connection with the calculation of the Actual Initial Coinsurance Premium. If the SPA Coinsurance Premium Adjustment is positive, then the Company shall pay to the Reinsurer an amount of cash equal to the SPA Coinsurance Premium Adjustment within five (5) Business Days after the SPA Coinsurance Premium Adjustment is finalized pursuant to Section 10.1, together with an amount of interest on the SPA Coinsurance Premium Adjustment at the Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment. If the SPA Coinsurance Premium Adjustment is negative, then the Reinsurer shall pay to the Company an amount of cash equal to the absolute value of the SPA Coinsurance Premium Adjustment within five (5) Business Days after the SPA Coinsurance Premium Adjustment is finalized pursuant to Section 10.1, together with an amount of interest on the SPA Coinsurance Premium Adjustment at the Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment.

(vi)The Initial Coinsurance Premium Adjustment and the SPA Coinsurance Premium Adjustment shall be paid in cash, but shall be calculated as though such adjustments were payable by transferring a combination of cash and assets having the same ratio of Fair Market Value to Statutory Book Value as the Reinsurance Assets on the Effective Date.

(b)Ceding Commission. In consideration of the reinsurance ceded hereunder, on the Effective Date, the Company shall pay a ceding commission to the Reinsurer equal to $[Redacted] (the “Ceding Commission”).

Section 2.4Net Retained Liabilities.

(a)The Company shall be solely responsible for, and the Reinsurer will cooperate reasonably to obtain all waivers and consents necessary in order to reinsure 100% of the Net Retained Liabilities under this Agreement. The Company and the Reinsurer, at the Company’s reasonable instruction, shall each use their reasonable best efforts in the context of current market conditions to obtain any such waivers and consents (it being understood that the Company’s and the Reinsurer’s executive officers shall, to the extent reasonably appropriate, be personally engaged in that process) and promptly advise the other Party of any communications with respect to any such waivers and consents. All correspondence from the Reinsurer to any Person from

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whom such a waiver or consent is sought shall be in a form approved by the Company. The Company shall effect any such action with respect to such waivers and consents, including sending correspondence requesting such waivers and consents. To the extent that after the Effective Time, any written waivers or consents are obtained to reinsure a Net Retained Liability in respect of an Indy Life Closed Block Policy under the terms of this Agreement or the Parties otherwise agree in writing that any such waivers or consents shall not be required as a condition to coverage of such Indy Life Closed Block Policy hereunder, then the liability and obligation pertaining to such Indy Life Closed Block Policy shall no longer be deemed a Net Retained Liability for purposes of this Agreement and the liability and obligation pertaining to such Indy Life Closed Block Policy shall be reinsured hereunder effective as of the date of such written consent, waiver or agreement by the Parties, as applicable.

(b)With respect to any such written waiver or consent that is obtained or any such other agreement between the Parties that any such waivers or consents shall not be required as a condition to coverage hereunder, in each case, after the Effective Date:

(i)the Company shall pay the Reinsurer an amount of cash equal to the Net Retained Liability Reserve Transfer Amount with respect to such Net Retained Liability for which waiver or consent was obtained or with respect to which the Parties agreed did not require a consent or waiver as a condition to coverage hereunder;

(ii)the Company shall deliver to the Reinsurer a statement setting forth the Company’s good faith calculation of the difference (whether positive or negative) between (x) the aggregate amount of the premiums and considerations, premium adjustments and any and all amounts or payments, including any and all policy fees, charges, reimbursements, reinsurance recoverables and similar amounts, received or collected by the Company in respect of the portion of the Indy Life Closed Block Policies from which the relevant Net Retained Liabilities arise during the period following the Effective Date and prior to the date on which such waiver or consent was obtained or with respect to which the Parties agreed such waiver or consent was not required as a condition to coverage hereunder (the “Net Retained Liabilities Adjustment Period”); and (y) the aggregate amount equal to the obligations, including any and all death claims, cash surrender benefits, policyholder dividends, reinsurance premiums, commissions and similar amounts, arising out of or relating to the portion of the Indy Life Closed Block Policies from which the relevant Net Retained Liabilities arise (including Extra Contractual Obligations) incurred by the Company during the Net Retained Liabilities Adjustment Period. If such amount is positive, then such amount shall be due to be paid the Company by the Reinsurer, and if such amount is negative, then such amount shall be due to be paid to the Reinsurer by the Company, in each case, together with an amount of interest on such payment at the Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment.

(iii)The payment of the amounts in clauses (i) and (ii) shall be reflected in the Net Settlement for the month in which such consent or waiver was obtained and paid in accordance with Section 6.2.

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(c)For the avoidance of doubt, prior to obtaining any such required written consents or waivers, or the making of any such written agreement, the portion of each Indy Life Closed Block Policy from which Net Retained Liabilities arise shall not be deemed to constitute a Reinsured Policy for purposes of this Agreement; provided that the Reinsurer shall provide administrative services with respect to any Net Retained Liabilities (and the associated Indy Life Closed Block Policies) pursuant to the Administrative Services Agreement. Except as otherwise contemplated by this Section 2.4, the Company shall bear the cost of obtaining any waivers or consents to reinsure a Net Retained Liability.

(d)Until 100% of the Net Retained Liabilities have been reinsured under this Agreement, the Net Settlement for each month shall reflect an adjustment to the Ceding Commission calculated by reference to the then-current amount of the Net Retained Liabilities in accordance with Annex C.

Section 2.5Producer Payments.

(a)Subject to the Transition Services Agreement, the Reinsurer hereby assumes any and all liabilities and obligations of the Company to make, and agrees that it shall be financially responsible for, all Producer Payments owed from and after the Effective Time that are due in respect of premiums collected and received with respect to the Reinsured Policies. The Company hereby designates the Reinsurer as “paying agent” to make such Producer Payments directly to the applicable Producers from and after the Effective Date (except to the extent that AUSA or its Affiliates are making such Producer Payments pursuant to the Transition Services Agreement). The Company shall act at the Reinsurer’s written direction and expense to exercise all rights of the Company relating to the Reinsured Policies under the terms of the Producer Agreements, including any rights to suspend or terminate Producer Payments to such Producers for any reason or cause set forth in the Producer Agreements, in each case only to the extent such rights thereunder relate to the Reinsured Policies; provided, however, that the Reinsurer shall indemnify and hold harmless the Company for Losses arising out of any such action so requested by the Reinsurer.

(b)As part of the Net Settlement, the Reinsurer shall pay to the Company from Producer Payments due to a Producer aggregate amounts equal to the agent debit balances, commission claw-backs, agent advances and agent loans maintained by the Company with respect to the applicable Producer and identified by the Company, provided that the Reinsurer shall no longer be required to pay such an amount in respect of any balance, claw-back, advance or loan that it acquires from the Company. The Reinsurer shall not be required to pay any such amounts paid to the Company under this Section 2.5(b) to a Producer pursuant to Section 2.5(a).

Section 2.6Guaranty Fund Assessments and Premium Taxes.

(a)Guaranty Funds Assessments. In the event the Company is required to pay an assessment on or after the Effective Date in respect of the Reinsured Policies to any insurance guaranty, insolvency or other similar fund maintained by any jurisdiction, the portion, if any, of such assessment related to such Reinsured Policies shall be reimbursed by the Reinsurer as part of the applicable monthly settlement pursuant to Section 6.2. To the extent there is any

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recovery of any such assessment paid by the Reinsurer, the Company shall promptly pay the Reinsurer’s Share of such recovery to the Reinsurer.

(b)Premium Taxes.

(i)The Reinsurer shall pay to the Company a provision for premium taxes and other charges, fees, taxes and assessments, including retaliatory taxes (collectively, “Premium Taxes”), incurred or imposed on or after the Effective Date in connection with premiums written or received under the Reinsured Policies. The provision for Premium Taxes shall be estimated at 1.8% of premiums received under the Reinsured Policies, as calculated on a monthly basis, and shall be paid by the Reinsurer to the Company as part of the monthly settlement pursuant to Section 6.2 and adjusted annually to an actual rate for each year as part of the monthly settlement pursuant to Section 6.2 for the second calendar month of the following year, with such monthly settlement to reflect the difference between actual Premium Taxes in respect of the Reinsured Policies (after giving effect to any offsets for guaranty fund assessments reimbursed by the Reinsurer pursuant to Section 2.6(a)) and estimated Premium Taxes.

(ii)Each Party shall promptly notify the other in writing upon receipt by it or any of its Affiliates of notice of any pending or threatened Action related to any Premium Taxes or any Tax Returns filed in connection with such Premium Taxes.

(iii)The Company shall have the right to control the conduct of any Action related to any Premium Taxes or any Tax Returns filed in connection with such Premium Taxes, and to employ counsel of the Company’s choice; provided, that the Reinsurer shall be permitted, at the Reinsurer’s expense, to be present at, and to participate in, any Action related to Premium Taxes. Notwithstanding such control, the Company shall not settle, either administratively or after the commencement of litigation, any claim for Premium Taxes without the consent of the Reinsurer, which consent shall not be unreasonably withheld or delayed. The Parties shall furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the preparation for any Premium Tax audit or other Action related to Premium Taxes, and the prosecution or defense of any Action related to any Premium Taxes or any Premium Tax Returns filed in connection with such Premium Taxes. The Parties shall reasonably cooperate with each other in the conduct of any Action related to any Premium Taxes. Any information obtained under this Section 2.6(b)(iii) shall be kept confidential, except as otherwise reasonably may be required in connection with the filing of Premium Tax Returns or claims for Premium Tax refunds or in conducting any Action related to Premium Taxes.

Section 2.7Other Reinsurance. This Agreement is written on a “gross” basis and thus the costs and benefits of Other Reinsurance inuring on the Reinsured Policies are intended to be borne by the Reinsurer. Other Reinsurance with respect to the Reinsured Policies shall be deemed to be inuring to the Reinsurer’s benefit for all purposes of this Agreement and shall be accounted for herein such that the Reinsurer participates in the Reinsurer’s Share of any premiums, benefits, recoveries, ceding or expense allowances, other allowances and other adjustments as such amounts and such risks are paid, received or otherwise collected by the Company with respect to such Other

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Reinsurance, it being understood that the Reinsurer shall bear all risk of collecting third party reinsurance (except as otherwise provided in Section 3.2(c)). Risks under the terms of any agreement of Other Reinsurance as shall be terminated or recaptured with the Reinsurer’s prior written consent shall be ceded automatically hereunder to the Reinsurer without any further action required, subject to the receipt by the Reinsurer of the Reinsurer’s Share of any reserve transfer or similar transfer or settlement amount received by the Company from the applicable third party reinsurer. In connection with any such termination or recapture with the Reinsurer’s prior written consent, the Reinsurer shall pay the Reinsurer’s Share of any resulting special transfer or recapture fee incurred by the Company. The Company covenants that absent the prior written consent of the Reinsurer, the Company shall not enter into any new or change any existing reinsurance cession with respect to any of the Reinsured Policies.

Section 2.8Policy Changes and Non-Guaranteed Elements.

(a)Policy Changes. The Company agrees that it shall not make any changes in the provisions and conditions of a Reinsured Policy or an Assumed Reinsurance Agreement except with the Reinsurer’s prior written consent or to the extent that any change to the terms of any Reinsured Policy is required by Applicable Law. To the extent a change is required by Applicable Law, the Company shall, within a reasonable period of time prior to effecting such change, provide reasonably detailed written notice to the Reinsurer describing the nature of such change and the reasons for making such change. The Company shall also afford the Reinsurer, at the Reinsurer’s expense, the opportunity, to the extent reasonably practicable, to object to such change under applicable administrative procedures.

(b)Non-Guaranteed Elements. The Company will be responsible for determining the cost of insurance charges, loads and expense charges, credited interest rates, mortality and expense charges, administrative expense risk charges and policyholder dividends, as applicable, under the Reinsured Policies (“Non-Guaranteed Elements”); provided, that the Reinsurer may provide written recommendations regarding the Non‑Guaranteed Elements to the Company and, provided that such recommendations comply with the written terms of the Indy Life Closed Block Policies, Applicable Law and Actuarial Standards of Practice promulgated by the Actuarial Standards Board governing redetermination of non-guaranteed charges, if the Company does not follow such recommendations, then, the Company shall indemnify and hold harmless the Reinsurer for Losses arising out of the Company’s failure to follow the recommendations of the Reinsurer. The Company may not change the Non-Guaranteed Elements without the Reinsurer’s prior written consent.

Section 2.9Ownership of Premiums. Payment of Premiums to the Reinsurer, as Administrator pursuant to the Administrative Services Agreement, by or on behalf of a policyholder shall be deemed received by the Company. All monies, checks, drafts, money orders, postal notes and other instruments that may be received after the Effective Date by the Company for premiums, fees or other payments on or in respect of the Reinsured Policies shall be held in trust by the Company for the benefit of the Reinsurer and shall be immediately transferred and delivered to the Reinsurer, and any such instruments when so delivered shall bear all endorsements required to effect the transfer of same to the Reinsurer. The Reinsurer is hereby authorized to endorse for payment to the Reinsurer

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any such checks, drafts, money orders and other instruments pertaining to the Reinsured Policies that are payable to, or to the order of, the Company and received by the Reinsurer under this Agreement. As between the Parties, the Reinsurer shall be deemed owner of all such payments.

Section 2.10Assignment; Security Interest.

(a)The Company hereby assigns, transfers and conveys to the Reinsurer, effective as of the Effective Time, all of Company’s right, title and interest (legal, equitable or otherwise), if any, (i) under the Reinsured Policies to receive principal and interest paid on policy loans and (ii) in and to the Premiums, fees and other payments due or made on or after the Effective Date under the Reinsured Policies. The Reinsurer and the Company hereby agree that, in connection with any termination of this Agreement, all of the Reinsurer’s right, title and interest (legal, equitable or otherwise) in and to the items set forth in (i) and (ii) above shall be immediately assigned, transferred and conveyed to the Company without any further action by the Parties. Each Party, as reasonably requested by the other from time to time, shall take all reasonably appropriate action and execute any reasonably necessary and appropriate additional documents, instruments or conveyances of any kind which may be reasonably necessary to carry out the provisions of this Section 2.10(a).

(b)The Parties intend that at all times prior to the termination of this Agreement the Company’s assignment pursuant to Section 2.10(a) to be a present assignment of all of the Company’s rights, title and interest and not an assignment as collateral. However, to the extent that such assignment is not recognized as a present assignment, is not valid or is recharacterized as a pledge rather than a lawful conveyance to the Reinsurer, the Company does hereby bargain, sell, convey, assign and otherwise pledge to the Reinsurer, and grant a first priority security interest to the Reinsurer in, all of the Company’s right, title and interest (legal, equitable or otherwise), if any, (i) under the Reinsured Policies to receive principal and interest paid on policy loans and (ii) in and to all Premiums, fees and other payments due or made on or after the Effective Date under the Reinsured Policies (collectively, the “Collateral”) to secure all of the Company’s obligations under this Agreement.

(c)Upon the failure of the Company to fully perform any of its material obligations under this Agreement, including Sections 6.2 and 9.5, which failure is not caused by the Reinsurer as Administrator and remains uncured ten (10) calendar days after written notice thereof is received by the Company, the Reinsurer shall have, in addition to all other rights under this Agreement or under Applicable Law, the following rights:

(i)the right to exercise all rights and remedies granted a secured party under the Uniform Commercial Code, as said code has been enacted in the State of Iowa or any other applicable jurisdiction (the “UCC”), as though all the Collateral constituted property subject to a security interest under Article 9 thereof;

(ii)the right to set off against any of the Collateral any amounts owed by the Company to the Reinsurer;

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(iii)the right to attorneys’ fees incurred in connection with the enforcement of this Agreement or in connection with the disposition of the Collateral; and

(iv)the right to dispose of the Collateral, subject to commercial reasonableness.

(d)This Section 2.10 is being included in this Agreement to ensure that, if an insolvency or other court determines that, notwithstanding the provisions of this Agreement, including Sections 2.1, 2.2, 2.3, 2.9, 6.2 and 12.1, and the intent of this Agreement, the Company retained ownership of or any rights in the Collateral, the Reinsurer’s rights to the Collateral are protected with a first priority, perfected security interest, and it is the intent of the Parties that this Section 2.10 be interpreted as such.

(e)At or prior to the Effective Time, the Company shall file, and the Reinsurer is authorized to file, any and all financing statements reasonably requested by the Reinsurer in order to perfect the Reinsurer’s right title and interest under Article 9 of the UCC in and to the Collateral, and the Company shall do such further acts and things as Reinsurer may reasonably request in order that the security interest granted hereunder may be maintained as a first priority perfected security interest; provided, that the Reinsurer shall be required to bear all out-of-pocket costs and expenses (including reasonable attorney’s fees) incurred by the Company in connection with any such action or other thing requested by the Reinsurer.

Section 2.11Reserved.

Section 2.12Interest Maintenance Reserve. Set forth on Schedule 2.12 is the Reinsurer’s Share of the existing Interest Maintenance Reserve attributable to the Reinsured Liabilities and the amount of the new Interest Maintenance Reserve that is created at the Effective Time as a direct result of the transactions contemplated by this Agreement. The entirety of such Interest Maintenance Reserve shall be calculated by the Company and ceded to and held by the Reinsurer, and shall be amortized as set forth on Schedule 2.12. The Company shall have no obligation to establish any such Interest Maintenance Reserve.

Article IIIREINSURANCE LIABILITY

Section 3.1Reinsurance Liability. The reinsurance by the Reinsurer of the Reinsured Policies is subject to the same rates, conditions, limitations and restrictions as the insurance under the Reinsured Policies written by the Company on which the reinsurance is based. The liability of the Reinsurer hereunder on the terms described herein begins as of the Effective Time and, subject to Article IX hereof, the liability of the Reinsurer on any Reinsured Policy will terminate as and when all liability of the Company with respect to such Reinsured Policy terminates.

Section 3.2Other Reinsurance.

(a)The Company agrees that other than as provided expressly in this Agreement, it shall take any actions reasonably requested by the Reinsurer to maintain in full force and

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effect each of the Other Reinsurance Agreements and to perform fully each of its obligations thereunder. The Company may not modify, amend, terminate or recapture any Other Reinsurance Agreement or waive any of its rights under any such agreement without the Reinsurer’s prior written consent and shall fully enforce, at the expense of the Reinsurer, all of its rights thereunder, including, at the Reinsurer’s request, requiring the collateralization by the third party reinsurer of reserve balances and other amounts thereunder. With the Reinsurer’s prior written consent, the Company may exercise any right it may have to recapture risks ceded thereby under any of the Other Reinsurance Agreements or to otherwise terminate any such agreement and shall, at the Reinsurer’s instruction and expense, effect any such action with respect to the management or administration of the Other Reinsurance as the Reinsurer shall reasonably request, including termination or recapture, as may be available under or with respect to the terms of any Other Reinsurance Agreement; provided, however, that the Reinsurer shall indemnify and hold harmless the Company for Losses arising out of any such action so requested by the Reinsurer. Subject to the terms and conditions of the Administrative Services Agreement, the Company agrees that it shall, at the direction and at the cost and expense of the Reinsurer (including any reasonable out-of-pocket expenses incurred by the Company), pursue commercially reasonable management and collection efforts with respect to the Other Reinsurance and, in general, will reasonably cooperate with the Reinsurer in the management of the Other Reinsurance.

(b)Following the Effective Date, at the Reinsurer’s expense and reasonable request, the Company shall cooperate with the Reinsurer and shall use its reasonable best efforts in the context of current market conditions to novate any Other Reinsurance from the Company to the Reinsurer or a designated Affiliate of the Reinsurer. The Parties shall promptly advise each other of any communications with respect to any such proposed novation. All correspondence from either the Company or the Reinsurer to any reinsurer under Other Reinsurance in connection with any such proposed novation shall be in a form approved by the other Party; provided that any such approval shall not be unreasonably withheld, conditioned or delayed. At the Reinsurer’s instruction and at the Reinsurer’s cost and expense (including any reasonable out-of-pocket expenses incurred by the Company), the Company shall effect any such action with respect to any such proposed novation as the Reinsurer shall reasonably request, including sending correspondence requesting that an Other Reinsurance Agreement be novated to the Reinsurer or a designated Affiliate of the Reinsurer in a form approved by the Reinsurer; provided, however, that the Reinsurer shall indemnify and hold harmless the Company for Losses arising out of any such action so requested by the Reinsurer.

(c)The recoverability of the Other Reinsurance from reinsurers shall be at the risk of and for the account of the Reinsurer; provided, that to the extent the Other Reinsurance became unrecoverable (in accordance with the Company’s ordinary-course evaluation and statutory accounting treatment) prior to the Effective Time, the recoverability of such amounts shall be borne by the Company. The Company agrees that whenever an Other Reinsurance Agreement provides the Company with a right of set-off, the Company shall exercise such right of set-off in the event that amounts are due and unpaid from the Reinsurer. The Company shall have no obligation to pursue any claims it may have for indemnification to which it may be entitled in connection with the Other Reinsurance unless requested to do so by the Reinsurer

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and at the cost and expense of the Reinsurer (including reasonable out-of-pocket expenses incurred by the Company). In no event shall any such right to indemnification reduce the Reinsurer’s responsibility for the risk of all Other Reinsurance. The Reinsurer shall indemnify and hold harmless the Company for Losses arising out of any such action so requested by Reinsurer.

Section 3.3Disclaimer. The Company has no duties, whether express or implied, including the duty of utmost good faith and other similar duties, which the Company expressly disclaims, and makes no representations or warranties to the Reinsurer, other than those expressly contained in this Agreement. The Reinsurer has no duties, whether express or implied, including the duty of utmost good faith and other similar duties, which the Reinsurer expressly disclaims, and makes no representations or warranties to the Company, other than those expressly contained in this Agreement.

Section 3.4Reinsurance Assets. The Reinsurer covenants that it will comply with Applicable Law with respect to the assets supporting the Reinsured Liabilities, including managing the assets in accordance with the requirements of Applicable Law.

Article IVCERTAIN FINANCIAL PROVISIONS

Section 4.1Provision of Security by the Reinsurer.

(a)On the Amendment Effective Date, the Reinsurer, the Company and Ameritas will enter into the Trust Agreement.

(b)The Reinsurer shall maintain, or cause to be maintained, cash and assets in the Custody Account and the Trust Account, having a combined Statutory Book Value, determined in good faith by the Reinsurer on a quarterly basis, to be not less than the Required Balance. The Required Balance and the Statutory Book Value of any assets held in the Custody Account with respect to this Agreement shall be calculated by the Reinsurer as of the last day of each calendar quarter pursuant to this Agreement and the Statutory Book Value of any assets held in the Trust Account shall be calculated by Ameritas as of the last day of each calendar quarter pursuant to the Ameritas Coinsurance Agreement, and the Reinsurer shall provide a certification with respect to such valuation, including the Statutory Book Value and Fair Market Value of all such assets (both on an asset-by-asset basis and a cumulative basis), to the Company within thirty (30) days after the end of such quarter. If the amount of cash plus the Statutory Book Value of assets held in the Custody Account with respect to this Agreement and the Trust Account as of any quarter end is less than the Required Balance as of such quarter end, the Reinsurer shall within five (5) Business Days after such determination is made make such further deposits to the Custody Account or Trust Account, as are required in order to restore the Required Balance as of such quarter end. If the amount of cash plus the Statutory Book Value of assets held in the Custody Account with respect to this Agreement and the Trust Account as of any quarter end is greater than the Required Balance as of such quarter end, the Reinsurer may provide notice to the Company of its desire to withdraw assets from the Custody Account, specifying the amount and type of assets to be withdrawn. Within five (5) Business Days

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following its delivery of such notice to the Company, the Reinsurer may withdraw such assets from the Custody Account in excess of the amount necessary to maintain such Required Balance as of the applicable quarter end in accordance with the requirements set forth in the Custody Agreement. Any disputes by the Company of the amount of the Required Balance or the valuation of any asset deposited in the Custody Account pursuant to this Section 4.1 shall be resolved in accordance with Section 10.2. Upon resolution of any such dispute in accordance with Section 10.2,either (A) the Reinsurer shall cause to be deposited additional assets within two (2) Business Days following such resolution, such that following any such deposit, the amount of cash plus the Statutory Book Value of the assets held in the Custody Account with respect to this Agreement and the Trust Account is sufficient to maintain the Required Balance as of the applicable quarter end; or (B) the Reinsurer may withdraw assets from the Custody Account in accordance with this Section 4.1(b), such that following any such withdrawal, the amount of cash plus the Statutory Book Value of the assets held in the Custody Account with respect to this Agreement and the Trust Account is sufficient to maintain the Required Balance as of the applicable quarter end. Unless otherwise agreed upon in writing by the Company, the Reinsurer shall maintain the Custody Account until all obligations of the Reinsurer under this Agreement have been fully satisfied, as determined by the Company in its sole discretion.

(c)The Company and the Reinsurer agree that the assets maintained in (i) the Custody Account may be withdrawn by the Company only after a default by the Reinsurer in the performance of its monetary obligations hereunder that is not being disputed by the Reinsurer in good faith, which undisputed payment default has not been cured by the Reinsurer within five (5) Business Days following its receipt of a written notice thereof delivered by the Company or (ii) the Trust Account may be withdrawn by the Company only (A) to the extent that an amount owed to the Reinsurer under the Ameritas Coinsurance Agreement is being disputed by Ameritas, (B) such amount, arising from the same obligation, is owed to the Company under this Agreement and (C) the payment of such amount to the Company is not being disputed by the Reinsurer in good faith under this Agreement. The amount of any such withdrawal in excess of amounts then due to the Company hereunder shall be deemed maintained in trust for the benefit of the Reinsurer and promptly returned to the Custody Account or the Trust Account, as applicable. Upon prior written notice to the Company, the Reinsurer shall have the right to substitute or exchange assets maintained in the Custody Account in accordance with the requirements set forth in the Custody Agreement (such substituted or exchanged assets, the “Replacement Assets”); provided that (i) the aggregate Statutory Book Value of such Replacement Assets that are deposited in or credited to the Custody Account shall be at least equal to the aggregate Statutory Book Value of the assets being removed from the Custody Account, (ii) the ratio of the aggregate Fair Market Value of the non-cash Replacement Assets to the aggregate Statutory Book Value of the non-cash Replacement Assets shall be the same as or greater than the ratio of the aggregate Fair Market Value of the non-cash assets being removed from the Custody Account to the aggregate Statutory Book Value of the non-cash assets being removed from the Custody Account immediately prior to such substitution, (iii) the Replacement Assets shall be deposited in the Custody Account prior to or simultaneously with the removal of assets from the Custody Account in connection with any such substitution or exchange and (v) the Reinsurer shall not make any substitutions under this Section 4.1(c) if it is in default under any other provision of this Agreement.

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(d)As of the date of the transfer of any assets to the Custody Account after the Effective Date, the Reinsurer will have good and marketable title to all such assets transferred by it to the Custody Account, all assets transferred by the Reinsurer after the Effective Date to the Custody Account shall be transferred free and clear of any liens other than interests of nominees, custodians or similar intermediaries, and the Reinsurer will not create, incur, assume or permit any lien or other encumbrance on any of the assets held in the Custody Account, or on any interest therein or on any of the proceeds thereof, other than interests of nominees, custodians or similar intermediaries.

(e)The Reinsurer shall notify the Company in writing of any payment default occurring as to any asset in the Custody Account promptly after the Reinsurer receives notice of such default. In the event the Reinsurer determines that a delinquency of a timely payment in regard to any of the assets in the Custody Account has occurred, the Reinsurer shall inform the Company of such delinquency promptly upon such determination.

(f)Assets in the Custody Account or the Trust Account, as applicable, may be withdrawn and applied by the Company or any successor of the Company without diminution because of insolvency on the part of the Company or the Reinsurer only for the following purposes:

(i)to pay to the Company any amount due to be paid out of the Custody Account or the Trust Account, as applicable, as part of the Reinsurer Termination Payment to the extent such amount is not being disputed by the Reinsurer in good faith;

(ii)to pay any portion of the Net Settlement due to be paid to the Company from the Custody Account or the Trust Account, as applicable, in accordance with Section 6.2(b) to the extent such portion is not being disputed by the Reinsurer in good faith; or

(iii)to pay or reimburse the Company for any other amounts due but not yet recovered from the Reinsurer under this Agreement in order to satisfy liabilities under the Reinsured Policies to the extent such amounts are not being disputed by the Reinsurer in good faith.

For the avoidance of doubt, any amounts referred to above that are not the subject of a good faith dispute may be withdrawn and applied for the purposes provided above.

(g)The Reinsurer shall not amend, restate, modify, supplement, assign, terminate, hypothecate, subordinate, discharge or otherwise alter or waive, or consent to amendment, restatement, modification, supplementation, assignment, termination, hypothecation, subordination, dischargement or other alteration or waiver of the Custody Agreement without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed.

(h)The Reinsurer shall not amend, restate, modify, supplement, assign, terminate, hypothecate, subordinate, discharge or otherwise alter or waive, or consent to

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amendment, restatement, modification, supplementation, assignment, termination, hypothecation, subordination, dischargement or other alteration or waiver of the Trust Agreement, in each case, in any way that would materially and adversely affect the rights of the Company thereunder without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed.

Section 4.2Credit for Reinsurance. If at any time during the term of this Agreement, an event occurs that would give the Company the right to terminate this Agreement pursuant to Section 9.3 or the Reinsurer fails to hold and maintain all licenses, permits and authorities required under Applicable Law to enable the Company to receive statutory reserve credit for the reinsurance ceded to the Reinsurer hereunder in the Company’s state of domicile, at the Company’s option either (a) the Company shall terminate this Agreement pursuant to Section 9.3or (b) the Reinsurer and the Company shall for a period of 30 (thirty) Business Days following such failure, use reasonable best efforts to novate the Reinsurer’s rights and obligations under the Ameritas Coinsurance Agreement to the Company; provided, however that if, after such 30 (thirty) Business Day period (or such longer period as may be agreed upon in good faith by the Parties), an agreement has not been reached with respect to such novation, the Reinsurer shall, at its sole expense, establish and maintain security in the form of letters of credit, assets held in a reinsurance trust, funds withheld arrangement or a combination thereof in a manner that meets all Applicable Laws regarding credit for reinsurance, so as to permit the Company to receive full statutory reserve credit for the reinsurance ceded to the Reinsurer hereunder in the Company’s state of domicile.

Section 4.3RBC Reports.

(a)Within forty-five (45) calendar days following the end of the first three calendar quarters of each year during the term of this Agreement, the Reinsurer shall provide to the Company a report of its RBC Ratio as of the end of such calendar quarter, as estimated in good faith by the Reinsurer.

(b)Within five (5) Business Days of the submission by the Reinsurer to the insurance department of its domiciliary state of a report of its risk-based capital levels as of the end of the previous calendar year, but in no event later than 60 days following the end of each calendar year, the Reinsurer shall provide to the Company written certification of its RBC Ratio as of the end of such calendar year.

Article VPLAN OF REINSURANCE

Section 5.1Plan. Reinsurance under this Agreement is on a 100% coinsurance basis and is subject to the terms and conditions of the original policy forms for the Reinsured Policies and any amendments thereto in effect as of the Effective Date.

Section 5.2Follow the Fortunes. The Reinsurer’s liability under this Agreement shall commence on the Effective Date, and all reinsurance with respect to which the Reinsurer shall be liable by virtue of this Agreement shall be subject in all respects to the same risks, terms, rates, conditions, interpretations, assessments, waivers, proportion of premiums paid to, and reinsurance

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recoveries benefiting, the Company with respect to the Reinsured Liabilities and the Reinsured Policies, the true intent of this Agreement being that the Reinsurer shall follow the fortunes of the Company with respect to the Reinsured Liabilities and Reinsured Policies.

Section 5.3Reductions and Terminations. Reinsurance amounts are calculated in terms of coverages on a “per policy” basis. If the coverage of any Reinsured Policy on an insured is reduced or terminated, reinsurance under this Agreement on such Reinsured Policy will be equally reduced or terminated.

Section 5.4Reinstatements. Reinsured Policies ceded under this Agreement shall include any Indy Life Closed Block Policy that is reduced, terminated, lapsed or surrendered, and later reinstated pursuant to and in accordance with its policy provisions and will be reinsured by the Reinsurer in accordance with the terms of this Agreement. The Reinsurer will retain any Premiums and interest that the Company has received for reinstatement in respect of periods on or after the Effective Date. A terminated Indy Life Closed Block Policy that would have been a Reinsured Policy had it been in force at the Effective Time, that later reinstates pursuant to and in accordance with its policy provisions, will be reinsured by the Reinsurer and become a Reinsured Policy. The Reinsurer will be entitled to retain any Premiums and interest for coverage on or after the Effective Date that is received for such reinstatement, and the Company will transfer to the Reinsurer the amount of reserves for such reinstated Reinsured Policy as of the Effective Date, calculated in a manner that is consistent with the reserve calculations used for the other Reinsured Policies. The date of reinsurance for such reinstated Reinsured Policies shall be the Effective Date. For the avoidance of doubt, the reinstated Indy Life Closed Block Policies reinsured under this Section 5.4 shall include any Indy Life Closed Block Policy treated as lapsed or otherwise terminated prior to the Effective Time under which the Company subsequently becomes liable as a result of a determination that the policyowner, insured or beneficiary has died prior to the lapse or termination.

Section 5.5Contractual Conversions; Internal Replacement.

(a)Any conversion, exchange or replacement policy or contract arising from the Reinsured Policies that is converted, exchanged or replaced pursuant to and in accordance with its policy terms shall be deemed to constitute a Reinsured Policy for purposes of this Agreement and, in the event of a conversion, exchange or replacement of any Reinsured Policy, the Reinsurer shall reinsure the risk resulting from such conversion on the basis set forth hereby with respect to the Reinsured Policies; provided, however, that the Reinsurer shall not be required to pay any additional ceding commission with respect to any such converted, exchanged or replacement policy or contract. The Reinsurer will reimburse the Company for any expenses incurred in issuing a converted, exchanged or replacement policy or contract, but only to the extent such expenses are not covered by payments made by the Reinsurer under the Transition Services Agreement.

(b)Absent the Reinsurer’s prior written consent (which may be withheld in its sole discretion), the Company will not solicit owners, beneficiaries or policyholders in connection with, or sponsor or assist, directly or indirectly, in the conduct of, (and will cause each of its Affiliates to refrain from soliciting in connection with, and sponsoring or assisting, directly or indirectly, in the conduct of) any program of internal replacement under which the

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owners, beneficiaries or policyholders of Reinsured Policies are or would be encouraged to exchange, or assisted in the exchange of, Reinsured Policies for other insurance policies or contracts that are not reinsured under this Agreement. Should the Company or its Affiliates or any of their respective successors or assigns initiate such a program of internal replacement that would include any of the risks reinsured hereunder in violation of the preceding sentence, the Company will immediately notify the Reinsurer. For each risk reinsured hereunder that has been replaced under a program of internal replacement, the Reinsurer shall have the option, at its sole discretion, of either treating the risks reinsured as recaptured on terms reasonably acceptable to the Reinsurer or continuing reinsurance on the new policy under the terms of this Agreement without any additional ceding commission therefor.

Article VIADMINISTRATION

Section 6.1Administrative Services. The Parties hereby agree that the Indy Life Closed Block Policies, Other Reinsurance Agreements shall be administered in accordance with or as otherwise provided in the Administrative Services Agreement and the Transition Services Agreement.

Section 6.2Net Settlements.

(a)For each Monthly Accounting Period, the Parties will effect a settlement on a net basis (the “Net Settlement”) as contemplated in Annex B hereto.

(b)A report reflecting in detail the Net Settlement determinations contemplated in Annex B shall be prepared not later than thirty (30) calendar days after the end of each Monthly Accounting Period. For as long as required under the Transition Services Agreement, the Company shall prepare and deliver such report to the Reinsurer. After such time, the Reinsurer shall prepare and deliver such report to the Company. If a Net Settlement report reflects a balance due the Company, the amount(s) shown as due shall be paid within ten (10) Business Days of the delivery of the report. If a Net Settlement report reflects a balance due the Reinsurer, the amount(s) shown as due shall be paid within ten (10) Business Days after the date on which the report was delivered. If there is a delayed settlement of any payment due hereunder, interest will accrue on such payment at the Applicable Rate. For purposes of this section, a payment will be considered overdue on the date which is ten (10) Business Days after the date such payment is due hereunder; provided that such interest will begin to accrue from the original due date with respect to such payment. All settlements of account between the Company and the Reinsurer shall be made in cash or its equivalent.

(c)To the extent that the Reinsurer makes any direct payments to or on behalf of the Company in respect of Reinsured Liabilities or other amounts payable to the Company pursuant to the Net Settlement in respect of a Monthly Accounting Period prior to the Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be taken into account for purposes of determining the Net Settlement. In addition, to the extent the Reinsurer receives any Premiums or other amounts payable to the Reinsurer pursuant to the Net Settlement in respect of a Monthly Accounting Period prior to

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the Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Premiums received shall be taken into account for purposes of determining the Net Settlement.

(d)In connection with any settlement under this Agreement, the Reinsurer shall not be obligated to pay any Excluded Reinsured Liability.

(e)Notwithstanding any default by Ameritas in the performance of its monetary obligations under the Ameritas Coinsurance Agreement that is being disputed by Ameritas or the Reinsurer, the Reinsurer shall pay all amounts due to the Company hereunder unless such obligation is also disputed by the Reinsurer in good faith hereunder; provided, that the Reinsurer may not dispute such monetary obligation hereunder solely based on Ameritas’ dispute with the Reinsurer under the Ameritas Coinsurance Agreement.

Article VIIDAC TAX

Section 7.1DAC Tax Election. The Company and the Reinsurer hereby elect and agree under Treasury Regulations Section 1.848-2(g)(8) as follows:

(a)The Company and the Reinsurer will each attach a schedule to its federal income tax return for the first taxable year ending after the Effective Date that identifies this Agreement as a reinsurance agreement for which a joint election under Treasury Regulation Section 1.848-2(g)(8) has been made, and will otherwise file its respective federal income tax returns in a manner consistent with the provisions of Treasury Regulation Section 1.848-2 as in effect on the date this Agreement is executed;

(b)For each taxable year under this Agreement, the Party with the net positive consideration, as defined in the regulations promulgated under Section 848 of the Code, will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Section 848(c)(1) of the Code;

(c)The Company and the Reinsurer agree to exchange information pertaining to the amount of net consideration under this Agreement each year to ensure consistency or as otherwise required by the Code and applicable Treasury Regulations;

(d)The first tax year for which this election is effective is 2013;

(e)The Reinsurer will submit to the Company by May 15 each year its calculation of the amount of the net consideration for the preceding calendar year. This schedule of calculations will be accompanied by a statement that the Reinsurer will report such amount of net consideration in its tax return for the preceding calendar year;

(f)The Company may contest such calculation by providing an alternative calculation to the Reinsurer in writing within thirty (30) calendar days of the Company’s receipt of the Reinsurer’s calculation. If the Company does not so notify the Reinsurer, the Company

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will report the amount of net consideration as determined by the Reinsurer in the Company’s tax return for the previous calendar year;

(g)If the Company contests the Reinsurer’s calculation of the amount of net consideration, the dispute shall be resolved in accordance with Section 10.2.

Both the Company and the Reinsurer are subject to U.S. taxation under Subchapter L of Chapter 1 of the Code.

Article VIIIINSOLVENCY AND CUT THROUGH

Section 8.1Insolvency. In the event of the insolvency of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by the Reinsurer on the basis of the liability of the Company under the Reinsured Policies without diminution because of the insolvency of the Company directly to the Company or to its liquidator, receiver or statutory successor, except (i) where this Agreement specifically provides for another payee of the reinsurance in the event of the insolvency of the Company or (ii) where the Reinsurer, with the consent of the direct insured, has assumed the policy obligations of the Company as direct obligations of the Reinsurer to the payees under a Reinsured Policy and in substitution for the obligations of the Company to the payees. It is understood, however, that in the event of the insolvency of the Company, the liquidator or receiver or statutory successor of the insolvent Company shall give written notice to the Reinsurer of the pendency of the claim against the Company on any Reinsured Policy within a reasonable time after such claim is filed in the insolvency proceeding, and during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defense of defenses which it may deem available to the Company or its liquidator or receiver or statutory successor. The expenses incurred by the Reinsurer shall be chargeable, subject to court approval, against the Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company in conservation or liquidation, solely as a result of the defense undertaken by the Reinsurer.

Section 8.2Cut Through.

(a)Subject to Applicable Law and the applicable terms of the Reinsured Policies, if the Company becomes insolvent or is subject to any liquidation, rehabilitation, conservatorship, receivership, administrative supervision or any other similar proceeding, the Reinsurer may pay any Reinsured Liabilities otherwise due and payable by the Reinsurer to the Company hereunder directly to the named insureds or their designees under the applicable Reinsured Policies (the “Payee”), in accordance with and subject to the terms, conditions, exclusions and limitations of such Reinsured Policies. Any such payment by the Reinsurer shall discharge the Company from its related payment obligation under the subject Reinsured Policy and shall be treated as a payment by the Company for all purposes of such Reinsured Policy and related documentation and otherwise.

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(b)The Reinsurer shall have no obligation to indemnify the Company for amounts paid or payable by the Company in respect of a Reinsured Policy to the extent of any payments made by the Reinsurer to the applicable Payee under such Reinsured Policy in accordance with Section 8.2(a), and the Reinsurer shall be discharged of its payment obligations to the Company, or to its liquidator, receiver, rehabilitator, conservator or other similar Person, under this Agreement to the extent of such payments. The cut-through afforded by Section 8.2(a) shall not be available pursuant to this Agreement if, under Applicable Law, regulation, court rule or order or similar requirement either: (i) the Reinsurer’s direct payment to such Payee will not, to the extent thereof, discharge the Reinsurer’s obligations to the Company or its legal representative or (ii) the Reinsurer is required by Applicable Law to make any payment to the Company or its liquidator, receiver, rehabilitator, conservator or other similar Person notwithstanding the provisions of this Agreement. Nothing herein or in any Reinsured Policy shall be construed to require the Reinsurer to make duplicative payments or payments duplicative of payments that have been made by the Company.

Article IXTERMINATION

Section 9.1Duration of Coinsurance. This Agreement will be effective as of the Effective Time. Subject to the provisions of this Article IX, this Agreement will remain in effect, and the reinsurance provided hereunder will remain in force, until termination of the policy or policies on which the reinsurance is based in accordance with the terms of this Agreement. Except as provided in Sections 9.3, the Reinsured Policies are not eligible for recapture by the Company.

Section 9.2Termination. This Agreement shall terminate:

(a)at any time upon the mutual written consent of the Parties hereto, which writing shall state the effective date of termination; or

(b)automatically at such time as no liability remains under this Agreement.

Section 9.3Termination by the Company. The Company, in its sole discretion, shall have the option to terminate this Agreement upon the occurrence of any one of the following events:

(a)the Reinsurer is placed in receivership, conservatorship, rehabilitation or liquidation by any insurance regulatory authority;

(b)assets withdrawn from the Trust Account by the Reinsurer are not transferred to the Custody Account, and the Reinsurer or Ameritas fail to cure such breach by depositing assets equal to the Fair Market Value of such withdrawn assets into the Custody Account within the earlier of (i) fifteen (15) calendar days following receipt of written notice of such breach from the Company and (ii) the last day of the calendar year in which such breach occurs; provided that, in the case of clause (ii) only, the Company shall have no right to terminate with a cure period of fewer than fifteen (15) calendar days to the extent that the Company continues to receive full credit for the Custody Account in its risk-based capital calculation;

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(c)the Reinsurer breaches Section 4.2, and the Reinsurer fails to cure such breach within the earlier of (i) thirty (30) calendar days following receipt of written notice of such breach from the Company and (ii) the last day of the calendar quarter in which such breach occurs; provided that the Company shall have no right to terminate if the Reinsurer cannot take any action reasonably required for the Company to receive statutory reserve credit without the reasonable cooperation of the Company and the Company shall not have reasonably cooperated with the Reinsurer; provided, further, that it shall be deemed unreasonable to require the Company to cooperate in the event such cooperation would impose on the Company any cost and the Reinsurer has not agreed to be responsible for such cost;

(d)the Reinsurer fails to pay any material amount due to the Company under this Agreement and (i) such amount is not subject to a good faith dispute and (ii) such failure is not cured within ten (10) Business Days following the Reinsurer’s receipt of written notice of such failure from the Company; or

(e)in the event that (i) the Reinsurer’s RBC Ratio is less than 175% or (ii) the Reinsurer fails to provide its RBC Ratio in accordance with Section 4.3 of this Agreement (or Section 4.4 of the Non-Indy Life Coinsurance Agreement) and, upon delivery of written notice from the Company to the Reinsurer, the Reinsurer shall fail to provide its RBC Ratio within ten (10) Business Days following such notice.

Section 9.4Termination by the Reinsurer. Upon the occurrence of a Reinsurer Termination Event, the Reinsurer shall have the right (but not the obligation) to terminate this Agreement by providing written notice of its intent to terminate. Termination of this Agreement shall be effective on the date specified in such notice, provided that such date shall not be prior to the date on which the Reinsurer Termination Event occurred. Upon termination of this Agreement pursuant to this Section 9.4, the Company shall be deemed to have recaptured and reassumed all Reinsured Liabilities. Recapture of the Reinsured Policies shall be effective on the date specified in the notice of termination.

Section 9.5Settlement Upon Termination. Upon the termination of this Agreement by the Company pursuant to Section 9.3 or by the Reinsurer pursuant to Section 9.4, subject to payment by the Reinsurer of any amounts due to the Company pursuant to this Section 9.5 and the payment by the Company of any amounts due to the Reinsurer pursuant to this Section 9.5, the Company shall recapture all liabilities previously ceded to the Reinsurer and the Reinsurer’s liability under this Agreement will terminate (provided, that such termination shall not relieve any Party of any pre-termination breach of this Agreement). The Company shall prepare a Net Settlement report for the period commencing on the first day of the then-current calendar month and ending on the date this Agreement is terminated pursuant to Sections 9.3 or 9.4. On the tenth Business Day following the delivery of such Net Settlement report (a) the applicable Party shall pay any amounts due and owing by such Party on such Net Settlement report; (b) the Reinsurer shall transfer to the Company cash and assets with an aggregate Fair Market Value equal to 100% of an amount equal to: (i) the Reinsurer’s Share of the Statutory Reserves held by the Company with respect to the Reinsured Policies, plus (ii)the Reinsurer’s Share of the Interest Maintenance Reserve attributable to the Reinsured Liabilities, plus (iii)(x) the amount of any new Interest Maintenance Reserve created at

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the time of recapture as a result of such recapture divided by 65% and (y) the amount of any new Interest Maintenance Reserve created at the Effective Time as a direct result of the transactions contemplated by this Agreement that remains unamortized as of the date of termination, minus (iv)the Reinsurer’s Share of the amount of outstanding policy loans on the Reinsured Policies (to the extent such policy loans constitute admitted assets under SAP, net of any unearned policy loan interest on such loans but including amounts of interest due and accrued with respect thereto), minus (v)the Reinsurer’s Share of net due and deferred Premiums on the Reinsured Policies reduced by advances thereon, plus (vi)the Ceding Commission multiplied by the ratio of (x) the remaining number of months in the Amortization Period over (y) 120, in each case, determined by the Company in accordance with SAP, consistently applied, as of the date of termination (such amount, the “Reinsurer Termination Payment”); and (c) the Company shall pay to the Reinsurer cash equal to the amount of any cash and assets withdrawn by the Company or any successor by operation of law, including any liquidator, rehabilitator, receiver or conservator of the Company, from the Custody Account prior to the date of termination, and not used to satisfy claims of policyholders under the Reinsured Policies prior to the date of termination or to otherwise pay amounts due to the Company pursuant to this Agreement (the “Company Termination Payment”). Any dispute by either Party of the Company Termination Payment or the Reinsurer Termination Payment shall be resolved in accordance with Section 10.2.

Article XRESOLUTION OF CERTAIN DISPUTES

Section 10.1Disputes over Actual Initial Coinsurance Premium Calculations and SPA Adjusted Coinsurance Premium.

(a)Within thirty (30) calendar days following its receipt from the Company of the Initial Coinsurance Premium Reconciliation Statement or the SPA Coinsurance Premium Reconciliation Statement, as applicable, (such period, a “Review Period”), the Reinsurer shall either (i) notify the Company in writing of its agreement with the calculation of the Actual Initial Coinsurance Premium or SPA Adjusted Coinsurance Premium, as applicable, set forth therein (“Notice of Agreement”); or (ii) if the Company determines that the Initial Coinsurance Premium Reconciliation Statement or SPA Coinsurance Premium Reconciliation Statement, as applicable, or the calculations reflected therein either (x) have not been prepared on the basis set forth in Section 2.3 or in Section 5.8 of the Purchase Agreement, or (y) contain or reflect mathematical errors, inform the Company in writing of its objection (the “Reinsurer’s Objection”), which notice shall set forth in reasonable detail a description of the basis of the Reinsurer’s Objection and the adjustments to such Initial Coinsurance Premium Reconciliation Statement or the SPA Coinsurance Premium Reconciliation Statement, as applicable, or the calculations reflected therein that the Reinsurer requests be made. The Company, as applicable, shall, following the Effective Date through the date that the Initial Coinsurance Premium Reconciliation Statement or SPA Coinsurance Premium Reconciliation Statement, as applicable, becomes final in accordance with the last sentence of Section 10.1(c), take all actions necessary or desirable to maintain and preserve all accounting books, records, policies and procedures on which such Initial Coinsurance Premium Reconciliation Statement or SPA Coinsurance Premium Reconciliation Statement, as applicable, are based or on which the finalized Initial Coinsurance

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Premium Adjustment or SPA Coinsurance Premium Adjustment, as applicable, are to be based so as not to impede or delay the determination of the finalized Actual Initial Coinsurance Premium, the finalized SPA Adjusted Coinsurance Premium, the finalized Fair Market Value of the Reinsurance Assets as of the Effective Date or the preparation of the Reinsurer’s Objection in the manner and utilizing the methods permitted by this Agreement. Upon receipt by the Company of a Notice of Agreement from the Reinsurer or if no Reinsurer’s Objection is received by the Company prior to the expiration of the Review Period, the Actual Initial Coinsurance Premium, the SPA Adjusted Coinsurance Premium and the Reinsurer’s calculation of the Initial Coinsurance Premium Adjustment (as set forth in the Initial Coinsurance Premium Reconciliation Statement) and the SPA Coinsurance Premium Adjustment (as set forth in the SPA Coinsurance Premium Reconciliation Statement) shall be deemed to have been accepted by the Reinsurer and will become final and binding upon the Parties in accordance with the last sentence of Section 10.1(c).

(b)If the Reinsurer timely delivers a Reinsurer’s Objection to the Company, the Company shall have thirty (30) calendar days from the date of such delivery to review and respond to such Reinsurer’s Objection (the “Consultation Period”). The Parties shall use reasonable, good faith efforts to resolve any disagreements that they may have with respect to the matters set forth in the Reinsurer’s Objection. If the Parties are unable to resolve all of their disagreements with respect to the matters set forth in the Reinsurer’s Objection within ten (10) Business Days following the expiration of the Consultation Period, then the Parties shall submit all matters that remain in dispute with respect to the Reinsurer’s Objection (along with a copy of the Initial Coinsurance Premium Reconciliation Statement, SPA Coinsurance Premium Reconciliation Statement and the Company’s calculation of the amounts set forth therein, marked to indicate those line items that are still in dispute) to an independent internationally recognized accounting firm of independent certified public accountants with appropriate actuarial expertise mutually agreed upon by the Parties (the “CPA Firm”), which shall, acting as an expert and not as an arbitrator, make a final determination, on the basis of the standards set forth in Section 2.3 hereof, and only with respect to any remaining differences submitted to the CPA Firm, in accordance with this Section 10.1(b), of the appropriate amount of each line item in the Initial Coinsurance Premium Reconciliation Statement, SPA Coinsurance Premium Reconciliation Statement and the Company’s calculation of the amounts set forth therein as to which the Parties disagree (such items that remain in dispute, the “Unresolved Items”).

(c)The Parties shall instruct the CPA Firm to deliver its written determination to the Reinsurer and the Company no later than fifteen Business Days after the Unresolved Items are referred to the CPA Firm. The CPA Firm’s determination shall include a certification that it reached such determination in accordance with this Section 10.1(c) and shall be conclusive and binding upon the Parties, absent fraud or clear and manifest error. With respect to each Unresolved Item, the CPA Firm’s determination, if not in accordance with the position of either the Company or the Reinsurer, shall not be more favorable to the Reinsurer than the amounts advocated by the Reinsurer in the Reinsurer’s Objection or more favorable to the Company than the amounts advocated by the Company in the Initial Coinsurance Premium Reconciliation Statement, the SPA Coinsurance Premium Reconciliation Statement or the Company’s calculations of the amounts set forth therein with respect to such disputed line item and/or

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calculation. For the avoidance of doubt, (i) the CPA Firm’s review of the Initial Coinsurance Premium Reconciliation Statement, the SPA Coinsurance Premium Reconciliation Statement and the Company’s calculation of the amounts set forth therein shall be limited to a determination of whether such documents and calculations were prepared in accordance with Section 2.3, and (ii) the CPA Firm shall not review any line items or make any determination with respect to any matters other than the Unresolved Items that were referred to the CPA Firm for resolution pursuant to this Section 10.1(c). The determination of the amounts set forth in the Initial Coinsurance Premium Reconciliation Statement or the SPA Coinsurance Premium Reconciliation Statement, as applicable, that are final and binding on the Parties, as determined either through (1) the Reinsurer’s delivery of a Notice of Agreement pursuant to Section 10.1(a),(2)the Reinsurer’s failure to deliver Reinsurer’s Objection prior to expiration of the Review Period pursuant to Section 10.1(a), (3) agreement by the Parties during the Consultation Period or (4) the determination of the CPA Firm pursuant to this Section 10.1(c) are referred to herein as the “finalized Actual Initial Coinsurance Premium,” the “finalized Initial Coinsurance Premium Adjustment,” the “finalized Fair Market Value of the Reinsurance Assets as of the Effective Date,” the “finalized SPA Adjusted Coinsurance Premium,” the and the “finalized SPA Coinsurance Premium Adjustment,” as the case may be.

(d)The Parties agree that judgment may be entered upon the CPA Firm’s determination in any court having jurisdiction over the Reinsurer or the Company or their respective assets, as the case may be. The fees and disbursements of the CPA Firm shall be paid by the Parties in proportion to those matters submitted to the CPA Firm that are resolved against that Party, as such fees and disbursements are allocated by the CPA Firm in accordance with this Section 10.1 at the time of the CPA Firm’s determination. At any time following delivery of the Initial Coinsurance Premium Reconciliation Statement or the SPA Coinsurance Premium Reconciliation Statement, as applicable, the Reinsurer shall provide to the Company and its Representatives full access to books and records and other information with respect to the Reinsured Policies, the Net Retained Liabilities and the Ceding Commission, including work papers of its accountants (subject to execution by the Company and/or its Representatives, as applicable, of a customary hold-harmless agreement in form and substance reasonably acceptable to such accountants), and to any employees during regular business hours and on reasonable advance notice, to the extent necessary for the Company to prepare the Initial Coinsurance Premium Reconciliation Statement or the SPA Coinsurance Premium Reconciliation Statement or to prepare materials for presentation to the CPA Firm. The Parties shall make readily available to the CPA Firm, during regular business hours and on reasonable advance notice, interviews with such employees, and all relevant information, books and records and any work papers of their respective accountants (in each case, subject to execution by the CPA Firm of a customary hold-harmless agreement in form and substance reasonably acceptable to such accountants) relating to the Initial Coinsurance Premium Reconciliation Statement, the SPA Coinsurance Premium Reconciliation Statement and any Unresolved Items and all other items reasonably required by the CPA Firm to fulfill its obligations under Section 10.1(c). In acting under this Section 10.1, the CPA Firm will be entitled to the privileges and immunities of an arbitrator.

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(e)For the avoidance of doubt, this Section 10.1 shall not apply to any dispute between the Parties with respect to the interpretation of any provision, term or condition of this Agreement.

Section 10.2Disputes over Calculations. After the Effective Date, any dispute between the Parties with respect to the calculation of amounts that are to be calculated or reported pursuant to this Agreement (other than disputes with respect to the Actual Initial Coinsurance Premium and the SPA Adjusted Initial Coinsurance Premium, which shall be resolved in accordance with Section 10.1 hereof), including disputes with respect to any Net Settlement, calculations relating to DAC tax, valuation of the assets held in the Custody Account or the amount of the Reinsurer Termination Payment or the Company Termination Payment, that cannot be resolved by the Parties within sixty (60) calendar days, shall be referred to an independent accounting firm of national recognized standing (which shall not have any material relationship with the Reinsurer or the Company) mutually agreed to by the Parties; provided, however, that where the dispute involves an actuarial issue, the dispute shall instead be referred to an independent actuarial firm of national recognized standing (which shall not have any material relationship with the Reinsurer or the Company) mutually agreed to by the Parties. Within twenty (20) Business Days following the selection of the accounting firm or actuarial firm, as applicable, the Parties shall submit their positions and supporting documentation to such accounting firm or actuarial firm. Within forty (40) Business Days of such submission, the accounting firm or actuarial firm, as applicable, shall, in light of the evidence provided by both Parties, determine the calculations in dispute within the range of difference between the Reinsurer’s position thereto and the Company’s position thereto. There shall be no appeal from the decision made by such firm, which shall be final and binding (absent fraud or clear and manifest error), except that, either Party may petition a court having jurisdiction over the other Party or its assets to reduce the arbitrator’s decision to judgment. The fees charged by the accounting firm or actuarial firm, as applicable, to resolve the dispute shall be allocated between the Company and the Reinsurer by such firm in accordance with its judgment as to the relative merits of the Parties’ positions in respect of the dispute. For the avoidance of doubt, this Section 10.2 shall not apply to any dispute between the Parties with respect to the interpretation of any provision, term or condition of this Agreement.

Article XIINDEMNIFICATION

Section 11.1Indemnification of the Reinsurer by the Company. From and after the Effective Date, the Company shall indemnify, defend and hold harmless the Reinsurer and its officers, directors and authorized Representatives (the “Reinsurer Indemnified Parties”) from and against, and pay and reimburse the Reinsurer Indemnified Parties for, all Losses imposed on, sustained, incurred or suffered by, or asserted against, the Reinsurer Indemnified Parties (a) solely as a result of actions or omissions of the Company, but only to the extent such actions or omissions of the Company constitute gross negligence or bad faith and were not taken or omitted at the direction of the Reinsurer or consented to by the Reinsurer, (b) arising out of any breach or nonfulfillment by the Company of, or any failure by the Company to perform, any of the covenants, terms or conditions of or any of its duties or obligations under this Agreement unless such breach, nonfulfillment or failure arises out of or results from the action or omission of the Reinsurer pursuant

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to the Administrative Services Agreement or (c) arising out of the Company’s rejection of a written recommendation of the Reinsurer given in accordance with Section 2.8(b); provided, however, that except as provided in Section 2.8(b) and clause (c) of this Section 11.1, the Company shall have no obligation to indemnify, defend and hold harmless the Reinsurer Indemnified Parties for any Reinsured Liabilities.

Section 11.2Indemnification of the Company by the Reinsurer. From and after the Effective Date, the Reinsurer shall indemnify, defend and hold harmless the Company, and its officers, directors and authorized Representatives (the “Company Indemnified Parties”) from and against, and pay and reimburse the Company Indemnified Parties for, all Losses imposed on, sustained or incurred or suffered by, or asserted against, the Company Indemnified Parties to the extent such Losses (a) constitute Reinsured Liabilities, (b) arise out of any breach or nonfulfillment by the Reinsurer of, or any failure by the Reinsurer to perform, any of the covenants, terms or conditions of or any of its duties or obligations under this Agreement unless such breach, nonfulfillment or failure arises out of or results from the action or omission of the Company or its Affiliates pursuant to the Transition Services Agreement, (c) arise out of written instructions of the Reinsurer given pursuant to Section 2.5 or 3.2 hereof, or (d) arise out of the Company following a written recommendation of the Reinsurer given in accordance with Section 2.8(b).

Article XIICONFIDENTIALITY

Section 12.1Confidentiality. Except as provided in the Other Transaction Agreements, each of the Reinsurer and the Company agrees to hold any Confidential Information with respect to the other Party in strictest confidence and to take all reasonable steps to ensure that such Confidential Information is not disclosed in any form by any means by it or by its Affiliates, employees, advisors, agents or administrators (collectively, “Representatives”) to third parties of any kind or used by it or its Representatives for any purpose other than the performance of its obligations under this Agreement; provided that the foregoing obligation shall not prohibit disclosure of any such information (a) if required by Applicable Law or stock exchange rules, or if required or requested by any Governmental Entity (provided in the case of this clause (a) that the disclosing party shall allow (to the extent permitted by Applicable Law and reasonably practicable) the other Party a reasonable opportunity to comment on such disclosure in advance of such disclosure); (b) to the disclosing Party’s Representatives, auditors or ratings agencies, provided, that such Representatives, auditors or ratings agencies are made aware of the provisions of this Article XII; (c) to the extent that the information has been made public by or on behalf of, or with the prior consent of, the non-disclosing Party; (d) if required in connection with any report required to be filed or submitted with any Governmental Entity; (e) to a retrocessionaire of the Reinsurer; (f) to the extent reasonably necessary in connection with any dispute with respect to this Agreement; and (g) as necessary for the Reinsurer to perform its obligations as Administrator under the Administrative Services Agreement. The Reinsurer agrees to hold medical, financial and other personal information about proposed, current, and former policyowners, insureds, applicants and beneficiaries of Indy Life Closed Block Policies in confidence to the extent required to be held in confidence under Applicable Law and the Reinsurer’s privacy policy or policies and shall establish and maintain safeguards against the unauthorized access, destruction, loss or alteration of such

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information which are no less rigorous than those maintained by Reinsurer for its own information of a similar nature. Notwithstanding anything to the contrary, for purposes of this Section 12.1, the Reinsurer, in its capacity as Administrator on behalf of the Company, shall not be considered an advisor, agent or administrator of the Company.

Article XIIIREPRESENTATIONS AND WARRANTIES

Section 13.1Representations and Warranties of Reinsurer. The Reinsurer hereby represents and warrants to the Company as of the Effective Time:

(a)Organization, Standing and Authority. The Reinsurer is a corporation duly organized and validly existing under the laws of the State of Iowa and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on the operations of its business as they are now being conducted, except where the failure to have such authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect. The Reinsurer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Reinsurer’s ability to perform its obligations under this Agreement.

(b)Authorization. The Reinsurer has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Reinsurer, and, subject to the due execution and delivery by the Company, this Agreement is valid and the binding obligation of the Reinsurer, enforceable against the Reinsurer in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting the rights of creditors of insurance companies or creditor’s rights generally and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity).

(c)Actions and Proceedings. There are no outstanding orders, decrees or judgments by or with any Governmental Entity applicable to the Reinsurer or its properties or assets that, individually or in the aggregate, have a material adverse effect on the Reinsurer’s ability to perform its obligations under this Agreement. There are no actions, suits, arbitrations or legal, administrative or other proceedings pending or, to the knowledge of the Reinsurer, threatened against, at law or in equity, or before or by any Governmental Entity or before any arbitrator of any kind which would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Reinsurer’s ability to perform its obligations under this Agreement.

(d)No Conflict or Violation. The execution, delivery and performance by the Reinsurer of this Agreement and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof will not: (i) violate any provision of the charter, bylaws or other organizational document of the Reinsurer, (ii) violate, conflict with or result in

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the breach of any of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate or constitute (or with notice or lapse of time or both, constitute) a default under, any contract to which the Reinsurer is a party or by or to which its properties may be bound or subject, (iii) violate any order, judgment, injunction, award or decree of any arbitrator or Governmental Entity, or any agreement with, or condition imposed by, any arbitrator or Governmental Entity, binding upon, the Reinsurer, (iv) violate any Applicable Law or (v) result in a breach or violation of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment of, any license or authorization related to the Reinsurer’s business or necessary to enable the Reinsurer to perform its obligations under this Agreement, except for any such violations, conflicts or breaches which would not individually or in the aggregate reasonably be expected to have a material adverse effect on the Reinsurer’s ability to perform its obligations under this Agreement.

(e)Brokers and Financial Advisers. No broker, finder or financial adviser has acted directly or indirectly as such for, or is entitled to any compensation from, the Reinsurer in connection with this Agreement or the transactions contemplated hereby.

Section 13.2Representations and Warranties of the Company. The Company hereby represents and warrants to the Reinsurer as of the Effective Time:

(a)Organization, Standing and Authority. The Company is a corporation duly organized and validly existing under the laws of the State of Iowa and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on the operations of its business as they are now being conducted, except where the failure to have such authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company’s ability to perform its obligations under this Agreement.

(b)Authorization. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Company, and, subject to the due execution and delivery by the Reinsurer, this Agreement is valid and the binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting the rights of creditors of insurance companies or creditor’s rights generally and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity).

(c)Actions and Proceedings. There are no outstanding orders, decrees or judgments by or with any Governmental Entity applicable to the Company or its properties or assets that, individually or in the aggregate, have a material adverse effect on the Company’s ability to perform its obligations under this Agreement. There are no actions, suits, arbitrations or legal, administrative or other proceedings pending or, to the knowledge of the Company,

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threatened against, at law or in equity, or before or by any Governmental Entity or before any arbitrator of any kind which would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company’s ability to perform its obligations under this Agreement.

(d)No Conflict or Violation. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof will not: (i) violate any provision of the charter, bylaws or other organizational document of the Company, (ii) violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate or constitute (or with notice or lapse of time or both, constitute) a default under, any contract to which the Company is a party or by or to which its properties may be bound or subject, (iii) violate any order, judgment, injunction, award or decree of any arbitrator or Governmental Entity, or any agreement with, or condition imposed by, any arbitrator or Governmental Entity, binding upon, the Company, (iv) violate any Applicable Law or (v) result in a breach or violation of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment of, any license or authorization related to the Company’s business or necessary to enable the Company to perform its obligations under this Agreement, except for any such violations, conflicts or breaches which would not individually or in the aggregate reasonably be expected to have a material adverse effect on the Company’s ability to perform its obligations under this Agreement.

(e)Brokers and Financial Advisers. No broker, finder or financial adviser has acted directly or indirectly as such for, or is entitled to any compensation from, the Company in connection with this Agreement or the transactions contemplated hereby.

Article XIVGENERAL PROVISIONS

Section 14.1Errors and Omissions. If any delay, omission, error or failure to pay amounts due or to perform any other act required by this Agreement is caused by mistake, misunderstanding or oversight, the Parties will equitably adjust the situation to what it would have been had the mistake, misunderstanding or oversight not occurred, and the reinsurance provided hereunder will not be invalidated. Should it not be possible to adjust the situation, it will be resolved in accordance with dispute resolution procedures mutually selected by the Parties.

Section 14.2Offset and Recoupment. Any debits or credits incurred on or after the Effective Time in favor of or against either the Company or the Reinsurer with respect to this Agreement are deemed mutual debits or credits and may be set off and recouped, and only the net balance shall be allowed or paid hereunder. In the event of any insolvency, liquidation, rehabilitation, conservatorship, supervision, receivership or comparable proceeding by or against the Company or the Reinsurer, the rights of offset and recoupment set forth in this Section 14.2shall apply to the fullest extent permitted by Applicable Law.

Section 14.3Expenses. Except as otherwise provided in this Agreement each Party shall bear its own costs and expenses incurred in connection with the transactions contemplated by this

39

Agreement. All transfer, sales, use, value added, excise, stock transfer, documentary, stamp, recording, registration and any similar taxes that become payable as a result of the acquisition by the Reinsurer from the Company of the Reinsurance Assets (including any real property transfer tax and any similar tax) shall be borne fifty percent (50%) by the Company and fifty percent (50%) by the Reinsurer.

Section 14.4Parties to this Agreement. This is an agreement for indemnity reinsurance solely between the Company and the Reinsurer. The performance of the obligations of each Party under this Agreement shall be rendered solely to the other Party. The acceptance of risks under this Agreement shall create no right or legal relationship between the Reinsurer and the insured, owner or beneficiary of any insurance policy or other contract of the Company.

Section 14.5Authority. Neither the Company nor the Reinsurer shall have any power or authority to act for or on behalf of the other except as expressly granted herein or in the Administrative Services Agreement or Transition Services Agreement, and no other or greater power or authority shall be implied by the grant or denial of power or authority specifically mentioned herein. No employee or agent of either Party shall be considered an employee or agent of the other.

Section 14.6No Assignment. This Agreement may not be assigned by either of the Parties hereto without the prior written approval of the other Party. Notwithstanding the foregoing, the Reinsurer shall not be prohibited from further transfer of risks accepted hereunder on a retrocession or other basis without the prior approval of the Company; provided that any transfer shall not relieve the Reinsurer of its obligations under this Agreement.

Section 14.7Notices. Any notice, approval, request, consent, instruction, or other document to be given hereunder by any Party hereto to the other Party hereto will be delivered by personal delivery, overnight express or facsimile (followed by telephone confirmation with the intended recipient), as follows:

If to the Company, to:

Athene Annuity and Life Company
7700 Mills Civic Parkway West
Des Moines, IA 50266
Telephone:    515-342-3160
Facsimile:    877-733-8593
Attn: Erik Askelsen, Esq., Senior Vice President, General Counsel & Secretary

with a copy (which shall not constitute notice) to:

Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
Telephone:    (212) 839-5835
Facsimile:    (212) 839-5599
Attn: Jonathan J. Kelly, Esq.

40

If to the Reinsurer, to:

Accordia Life and Annuity Company
c/o Global Atlantic Financial Company
7 World Trade Center
250 Greenwich Street
New York, New York 10007
Telephone:    (212) 389-2225
Facsimile:    (212) 493-0324
Attn: Nicholas von Moltke Chief Executive Officer

with a copy (which shall not constitute notice) to:

Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
Telephone:    (212) 909-6907
Facsimile:    (212) 909-6836
Attn: Thomas M. Kelly, Esq.

or at such other address for a Party as will be specified by like notice. Each notice or other communication required or permitted under this Agreement that is addressed as provided in this Section 14.7 will be deemed given upon delivery.

Section 14.8Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, and if the rights or obligations of the Company or the Reinsurer under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

Section 14.9Announcements. Except as required by Applicable Law or in connection with public disclosure to investors or analysts, the content and timing of public announcements by either Party concerning the transactions contemplated by this Agreement must be approved in advance by both Parties, but such approval shall not be unreasonably withheld, conditioned or delayed.

Section 14.10Schedules, Annexes and Exhibits. All Schedules, Annexes and Exhibits to this Agreement are attached hereto and are incorporated herein by reference. The provisions of this Agreement (without reference to any attached Schedules, Annexes and Exhibits) shall be deemed to control in the event of any inconsistency or conflict between the provisions of this Agreement

41

(without reference to any attached Schedules, Annexes and Exhibits) and the Schedules, Annexes and Exhibits attached hereto.

Section 14.11Entire Agreement. This Agreement (including all Exhibits, Annexes and Schedules hereto), and the Other Transaction Agreements constitute the entire agreement, and supersede all prior agreements, understandings, representations and warranties, both written and oral, between the Parties with respect to the subject matter of this Agreement and such other agreements. Except as set forth in Sections 11.1 and 11.2 with respect to the Reinsurer Indemnified Parties and the Company Indemnified Parties, this Agreement is not intended to and shall not confer upon any Person other than the Parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns any rights or remedies.

Section 14.12Binding Effect. This Agreement is binding upon, and will inure to the benefit of, the Parties and their respective permitted assignees and successors (including any liquidator, rehabilitator, receiver or conservator of a Party).

Section 14.13Waiver and Amendment. This Agreement may be modified or amended only by a writing duly executed by the Company and the Reinsurer. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof. A waiver must be in writing and must be executed by such Party. A waiver on any occasion shall not be deemed to be a waiver of the same or any term or condition on a future occasion.

Section 14.14Headings. The headings in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement.

Section 14.15Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument.

Section 14.16No Prejudice. The Parties agree that this Agreement has been jointly negotiated and drafted by the Parties hereto and that the terms hereof shall not be construed in favor of or against any Party on account of its participation in such negotiations and drafting.

Section 14.17Governing Law; Jurisdiction; Enforcement.

(a)This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the principles of conflicts of law rules thereof, except that the laws of the State of Iowa shall apply with respect to insurance and reinsurance matters, including credit for reinsurance.

(b)Subject to Section 10.1 and Section 10.2, each party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York County, for purposes of all legal proceedings arising out of or relating to this Agreement, or the transactions contemplated by this Agreement, or for recognition and enforcement of any judgment in respect thereof. In any such action, suit or other proceeding, each party hereby

42

irrevocably waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of the venue of any such proceedings brought in such court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party also agrees that any final and unappealable judgment against a party in connection with any action, suit or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. Each party agrees that any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered, sent or mailed in accordance with Section 14.7, constitute good, proper and sufficient service thereof.

(c)EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14.17.

Section 14.18Further Assurances. Each Party shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing and delivery of any and all documents and instruments that the other Party may reasonably request in order to effect the intent and purpose of this Agreement and the transactions contemplated hereby.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers, effective as of the date first written above.

ATHENE ANNUITY AND LIFE COMPANY

By: /s/ David C. Attaway

Name: David C. Attaway

Title: SVP, CFO & Treasurer

ACCORDIA LIFE AND ANNUITY COMPANY

By: /s/ Nicholas Von Moltke

Name: Nicholas Von Moltke

Title: CEO

Signature Page to Amended and Restated Coinsurance Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers, effective as of the date first written above.

ATHENE ANNUITY AND LIFE COMPANY

By:
Name:
Title:

ACCORDIA LIFE AND ANNUITY COMPANY

By:
Name:
Title:

Signature Page to Amended and Restated Coinsurance Agreement

Schedule 1.1(i)

Assumed Reinsurance Agreements

1. Survivor Life Reinsurance Agreement, by and between Country and ALAC, dated as of December 27, 1990.

2. Agreement, by and between Farmers New World and ALAC, dated as of June 22, 1992.

3. Administrative Services Agreement and Survivor Life Reinsurance Agreement and Private Label Marketing Agreement, by and between Nationwide and ALAC, dated as of December 18, 1991.

4. Survivor Life Reinsurance Agreement, by and between Pekin and ALAC, dated as of April 9, 1992.

5. Automatic Coinsurance Agreement, by and between Pekin and ALAC, dated as of April 17, 2000.

6. Agreement for Administrative Services, by and between Protective Life Insurance Co. and ALAC, dated as of September 1, 1989.

7. Agreement, by and between Southern Farm Bureau and ALAC, dated as of June 7, 1996.

8. Agreement, by and between Thrivent and ALAC, dated as of January 1, 1994.

9. Agreement, by and between United Investors and ALAC, dated as of November 14, 1996.

10. Agreement, by and between ALFA and ALAC, dated as of September 28, 1999.

11. Agreement, by and between Lincoln Mutual and ALAC, dated as of December 19, 1995.

12. Agreement, by and between Lincoln Mutual and ALAC, dated as of April 19, 1995.

13. Agreement, by and between Celtic and ALAC, dated as of August 2, 1995.

14. Term Alliance Agreement, by and between Government Personnel Mutual and ALAC, dated as of January 1, 1998.

15. Term Alliance Agreement, by and between Transamerica and ALAC, dated as of January 1, 1998.

16. Term Alliance Agreement, by and between Lafayette and ALAC, dated as of April 1, 1997.

17. Agreement, by and between Guarantee Life and ALAC, dated as of April 1, 1997.

18. Administrative Service and Retrocession Agreement, by and between Swiss Re and ALAC, dated as of November 1, 1997.

19. Agreement, by and between Mutual Trust and ALAC, dated as of August 1, 1997.

20. Agreement, by and between National Guardian and ALAC, dated as of July 18, 1995.

21. Agreement, by and between Ohio National and ALAC, dated as of March 29, 1990.

22. Agreement, by and between Pan-American and ALAC, dated as of April 24, 1991.

23. Automatic Coinsurance Agreement, by and between Pioneer Mutual and ALAC, dated as of July 1, 1999.

24. Agreement, by and between Pioneer Mutual and ALAC, dated as of December 1, 1998.

25. Private Label Marketing Agreement for Universal Survivor Life Insurance Policies, by and between Sentry and ALAC, dated as of January 1, 2001.

26. Agreement, by and between Shelter and ALAC, dated as of November 30, 1997.

27. Agreement, by and between Tennessee Farmers and ALAC, dated as of March 1, 1999.

28. Agreement, by and between Union Central and ALAC, dated as of 1991.

29. Private Label Marketing Agreement, by and between Westfield and ALAC, dated as of July 1, 1992.

Schedule 1.1(ii)

Other Reinsurance

1. Automatic Yearly Renewable Term Bulk – ReaLife, by and between ALAC and Swiss Re, dated as of January 1, 1996.

2. Automatic and Facultative Reinsurance Agreement, by and between ALAC and ING Re, dated as of October 1, 1995.

3. Agreement, by and between ALAC and Union Central, dated as of 1991.

4. Automatic Reinsurance Agreement, by and between ALAC and Swiss Re, dated as of March 1, 1997.

5. Automatic Reinsurance Agreement, by and between ALAC and Transamerica, dated as of February 1, 1997.

6. Automatic YRT Joint and Last Survivor Universal Life Bulk, by and between ALAC and Swiss Re, dated as of January 1, 1997.

7. Automatic Yearly Renewable Term Reinsurance Agreement, by and between ALAC and Scottish Re, dated as of July 1, 2003.

8. YRT Agreement, by and between ALAC and Transamerica, dated as of July 1, 2003.

9. Automatic and Facultative YRT Reinsurance Agreement, by and between ALAC and ING Re, dated as of March 1, 1997.

10. Reinsurance Agreement (Automatic YRT Bulk Universal Life), by and between ALAC and Swiss Re, dated as of January 1, 1999.

11. Reinsurance Agreement (Automatic YRT Bulk Universal Life), by and between ALAC and Swiss Re, dated as of January 1, 1999.

12. Reinsurance Agreement (Automatic YRT Bulk Universal Life), by and between ALAC and Swiss Re, dated as of January 1, 1999.

13. Reinsurance Agreement (Automatic Coinsurance Bulk), by and between ALAC and Swiss Re, dated as of January 1, 2000.

Schedule 2.12
Interest Maintenance Reserve

[See attached.]

Section 2.12

Interest Maintenance Reserve (ILICO)

The Parties will work together to develop the IMR amortization schedule based upon the actual disposal information, producing an amortization schedule to be added to this agreement. At the time of this agreement’s execution, the best estimates of IMR are

Existing IMR (based on 8/31 experience): $[Redacted]

New IMR (based on 9/26 market value of assets transferred): $[Redacted]

Annex A-1

List of Reinsurance Assets

[See attached.]

Available?	Unique ID	Maturity Date	Sec ID	Description	Original Face	9/26/13 Par Value	9/26/13 Stat. Book Value	9/26/13 Market Value	Accrued Interest
Available	61745MW41-2-573	13-Dec-41	61745MW41	MORGAN STANLEY CAPITAL I MSC_0	4,835,000.00	4,665,008.43	4,760,853.69	4,811,671.63	16,104.65
Available	126650BP4-2-573	10-Dec-28	126650BP4	CVS PASSTHROUGH TRUST	3,000,000.00	2,450,892.42	2,450,892.42	2,702,072.13	6,985.86
Available	00080QAB1-1-573	04-Jun-18	00080QAB1	ROYAL BANK OF SCOTLAND NV	3,000,000.00	3,000,000.00	2,874,657.30	3,056,490.00	43,787.50
Available	002824AV2-1-573	01-Apr-39	002824AV2	ABBOTT LABORATORIES	3,000,000.00	3,000,000.00	2,993,751.13	3,560,106.00	88,000.00
Available	00817YAF5-4-588	15-Jun-36	00817YAF5	AETNA INC	700,000.00	700,000.00	698,683.69	840,218.40	13,139.58
Available	008916AG3-1-573	23-May-36	008916AG3	AGRIUM INC	3,000,000.00	3,000,000.00	3,169,584.80	3,509,166.00	73,625.00
Available	010392EC8-4-573	15-Feb-33	010392EC8	ALABAMA POWER COMPANY	2,000,000.00	2,000,000.00	2,011,782.32	2,273,940.00	13,300.00
Available	010392EP9-1-573	15-Mar-35	010392EP9	ALABAMA POWER COMPANY	5,000,000.00	5,000,000.00	4,678,170.97	5,232,440.00	9,416.67
Available	013716AU9-1-573	15-Dec-33	013716AU9	RIO TINTO ALCAN INC	3,000,000.00	3,000,000.00	3,127,628.82	3,396,285.00	52,062.50
Available	01877KAC7-1-573	31-Dec-25	01877KAC7	ALLIANCE PIPELINE LP (US)	3,500,000.00	3,500,000.00	3,500,000.00	4,359,771.50	66,626.29
Available	020002AQ4-4-573	01-Jun-33	020002AQ4	ALLSTATE CORPORATION (THE)	1,000,000.00	1,000,000.00	957,456.54	1,079,849.00	17,238.89
Available	020002AQ4-3-573	01-Jun-33	020002AQ4	ALLSTATE CORPORATION (THE)	1,000,000.00	1,000,000.00	1,012,469.21	1,079,849.00	17,238.89
Available	023551AM6-2-573	15-Mar-33	023551AM6	HESS CORPORATION	2,000,000.00	2,000,000.00	2,106,630.53	2,366,076.00	4,750.00
Available	023551AM6-1-573	15-Mar-33	023551AM6	HESS CORPORATION	1,000,000.00	1,000,000.00	1,086,454.98	1,183,038.00	2,375.00
Available	02364WAJ4-1-573	01-Mar-35	02364WAJ4	AMERICA MOVIL SAB DE CV	3,000,000.00	3,000,000.00	3,105,793.77	3,240,015.00	13,812.50
Available	029912BC5-1-573	01-Sep-20	029912BC5	AMERICAN TOWER CORPORATION	3,000,000.00	3,000,000.00	2,997,275.22	3,107,388.00	10,941.67
Available	032511AY3-1-573	15-Sep-36	032511AY3	ANADARKO PETROLEUM CORPORATION	700,000.00	700,000.00	822,246.68	809,048.10	1,505.00
Available	039483AT9-3-573	01-Oct-32	039483AT9	ARCHER-DANIELS-MIDLAND COMPANY	3,000,000.00	3,000,000.00	2,989,079.93	3,352,623.00	87,046.67
Available	05348EAM1-1-573	15-Mar-17	05348EAM1	AVALONBAY COMMUNITIES INC	5,000,000.00	5,000,000.00	5,300,753.77	5,584,565.00	9,500.00
Available	05523RAA5-1-573	11-Oct-16	05523RAA5	BAE SYSTEMS PLC	5,000,000.00	5,000,000.00	4,988,940.94	5,225,775.00	80,694.44
Available	059165EC0-1-573	01-Oct-36	059165EC0	BALTIMORE GAS AND ELECTRIC CO	2,000,000.00	2,000,000.00	1,495,056.37	2,375,256.00	62,088.89
Available	05947U4D7-1-573	10-Sep-47	05947U4D7	BANC OF AMERICA COMMERCIAL MOR	3,340,000.00	3,340,000.00	3,495,281.63	3,578,729.84	12,924.49
Available	05947U4E5-1-573	10-Sep-47	05947U4E5	BANC OF AMERICA COMMERCIAL MOR	500,000.00	500,000.00	489,518.37	532,874.00	1,934.80
Available	05947U7M4-1-21	10-Sep-45	05947U7M4	BANC OF AMERICA COMMERCIAL MOR	10,000,000.00	10,000,000.00	9,941,271.47	10,717,100.00	39,151.67
Available	05947UEX2-1-534	11-Jun-35	05947UEX2	BANC OF AMERICA COMMERCIAL MOR	2,000,000.00	2,000,000.00	1,996,710.09	1,881,462.00	9,425.00
Available	05952CAE0-1-573	10-Feb-51	05952CAE0	BANC OF AMERICA COMMERCIAL MOR	1,600,000.00	1,600,000.00	1,811,758.87	1,756,400.00	6,346.31
Available	10138MAD7-1-573	15-Jun-15	10138MAD7	BOTTLING GROUP LLC	5,000,000.00	5,000,000.00	4,911,114.02	5,282,755.00	58,437.50
Available	11041RAL2-1-573	01-Jul-27	11041RAL2	BAE SYSTEMS FINANCE INC	3,000,000.00	3,000,000.00	2,983,481.57	3,680,652.00	53,750.00
Available	111021AE1-4-573	15-Dec-30	111021AE1	BRITISH TELECOMMUNICATIONS PLC	1,000,000.00	1,000,000.00	1,281,165.49	1,488,303.00	27,270.83
Available	12189TAZ7-2-573	01-May-37	12189TAZ7	BURLINGTON NORTHERN SANTA FE L	1,169,000.00	1,169,000.00	1,464,184.14	1,332,425.03	29,156.81
Available	12513EAK0-2-573	15-Jul-44	12513EAK0	CITIGROUP/DEUTSCHE BANK COMMER	1,000,000.00	1,000,000.00	1,067,404.22	1,049,916.00	3,894.88
Available	125152AC2-1-573	15-Dec-18	125152AC2	CE GENERATION LLC	2,375,000.00	943,587.50	970,526.47	931,792.66	19,826.66
Available	12624XAD0-1-573	10-Mar-46	12624XAD0	COMM MORTGAGE TRUST COMM_13-CR	1,500,000.00	1,500,000.00	1,561,389.08	1,434,048.00	3,359.42
Available	136375BQ4-1-573	15-Nov-37	136375BQ4	CANADIAN NATIONAL RAILWAY COMP	5,000,000.00	5,000,000.00	5,166,266.41	6,207,460.00	116,875.00
Available	136440AL8-1-573	01-Aug-21	136440AL8	CANADIAN PACIFIC RAILWAY COMPA	3,000,000.00	3,000,000.00	3,644,701.00	4,031,649.00	44,100.00
Available	15189WAD2-1-573	01-Nov-37	15189WAD2	CENTERPOINT ENERGY RESOURCES C	4,000,000.00	4,000,000.00	4,232,672.30	4,922,304.00	107,472.22
Available	15405EAD0-14-70	01-Nov-25	15405EAD0	CENTRAL MAINE POWER COMPANY	1,000,000.00	1,000,000.00	1,000,000.00	1,040,558.00	4,116.67
Available	15405EAD0-13-70	01-Nov-25	15405EAD0	CENTRAL MAINE POWER COMPANY	2,500,000.00	2,500,000.00	2,500,000.00	2,601,395.00	10,291.67
Available	171232AS0-1-573	15-May-38	171232AS0	CHUBB CORPORATION	3,000,000.00	3,000,000.00	2,890,387.81	3,786,945.00	71,500.00
Available	172967BU4-3-573	22-Feb-33	172967BU4	CITIGROUP INC	3,000,000.00	3,000,000.00	2,991,205.00	3,011,280.00	17,135.42

Available?	Unique ID	Maturity Date	Sec ID	Description	Original Face	9/26/13 Par Value	9/26/13 Stat. Book Value	9/26/13 Market Value	Accrued Interest
Available	172967DR9-1-573	25-Aug-36	172967DR9	CITIGROUP INC	1,000,000.00	1,000,000.00	1,015,891.71	1,018,925.00	5,444.44
Available	172967EP2-1-573	05-Mar-38	172967EP2	CITIGROUP INC	3,000,000.00	3,000,000.00	2,679,787.91	3,747,777.00	12,604.17
Available	195869AJ1-2-588	28-Aug-32	195869AJ1	COLONIAL PIPELINE CO.	1,720,000.00	1,720,000.00	1,817,577.33	2,080,336.56	9,116.96
Available	20173QAH4-2-21	10-Mar-39	20173QAH4	GREENWICH CAPITAL COMMERCIAL F	15,000,000.00	15,000,000.00	14,958,076.01	12,389,715.00	59,637.50
Available	20449EBT2-1-573	01-Apr-20	20449EBT2	COMPASS BANK	2,000,000.00	2,000,000.00	1,973,250.66	1,995,406.00	53,777.78
Available	205887AX0-2-588	15-Sep-30	205887AX0	CONAGRA FOODS INC	280,000.00	280,000.00	352,833.75	356,173.72	770.00
Available	207597CZ6-4-573	01-Oct-24	207597CZ6	CONNECTICUT LIGHT AND POWER CO	1,000,000.00	1,000,000.00	1,116,878.53	1,280,994.00	38,500.00
Available	207597CZ6-3-573	01-Oct-24	207597CZ6	CONNECTICUT LIGHT AND POWER CO	4,000,000.00	4,000,000.00	4,051,740.50	5,123,976.00	154,000.00
Available	207597DV4-1-573	01-Jun-36	207597DV4	CONNECTICUT LIGHT AND POWER CO	3,000,000.00	3,000,000.00	2,998,219.90	3,651,285.00	61,383.33
Available	208251AE8-1-573	15-Apr-29	208251AE8	CONOCOPHILLIPS HOLDING CO	3,000,000.00	3,000,000.00	3,311,449.67	3,795,153.00	93,825.00
Available	20825CAQ7-1-588	01-Feb-39	20825CAQ7	CONOCOPHILLIPS	9,654,000.00	9,654,000.00	11,421,855.48	12,174,360.13	97,612.67
Available	210518CS3-2-148	15-Sep-19	210518CS3	CONSUMERS ENERGY COMPANY	10,000,000.00	10,000,000.00	9,996,721.12	12,372,210.00	22,333.33
Available	219023AF5-1-148	01-Nov-20	219023AF5	INGREDION INC	7,000,000.00	7,000,000.00	6,979,179.42	7,403,361.00	131,298.61
Available	224044BR7-1-573	01-Dec-36	224044BR7	COX COMMUNICATIONS INC	2,000,000.00	2,000,000.00	1,998,580.02	1,999,362.00	41,566.67
Available	225470AP8-1-573	15-Aug-38	225470AP8	CS FIRST BOSTON MORTGAGE SECUR	3,690,000.00	3,690,000.00	3,839,713.21	3,906,274.59	13,591.50
Available	23311RAA4-5-588	15-Sep-37	23311RAA4	DCP MIDSTREAM LLC	560,000.00	560,000.00	588,084.87	607,607.84	1,260.00
Available	244199BA2-4-573	03-Mar-31	244199BA2	DEERE & CO	1,000,000.00	1,000,000.00	1,184,535.90	1,304,345.00	4,750.00
Available	244199BA2-3-573	03-Mar-31	244199BA2	DEERE & CO	3,000,000.00	3,000,000.00	3,390,335.39	3,913,035.00	14,250.00
Available	244199BD6-1-148	16-Oct-29	244199BD6	DEERE & CO	7,535,000.00	7,535,000.00	7,519,481.28	8,446,358.25	181,127.80
Available	251799AA0-2-573	15-Apr-32	251799AA0	DEVON ENERGY CORPORATION	2,000,000.00	2,000,000.00	2,513,974.89	2,608,986.00	71,550.00
Available	251799AA0-1-573	15-Apr-32	251799AA0	DEVON ENERGY CORPORATION	2,000,000.00	2,000,000.00	2,287,010.41	2,608,986.00	71,550.00
Available	25470XAB1-1-573	01-Sep-19	25470XAB1	DISH DBS CORP	1,250,000.00	1,250,000.00	1,329,349.71	1,428,125.00	7,109.38
Available	260003AG3-1-573	15-Mar-38	260003AG3	DOVER CORP	2,000,000.00	2,000,000.00	1,996,560.07	2,517,616.00	4,400.00
Available	263534BG3-2-588	15-Jan-28	263534BG3	EI DU PONT DE NEMOURS & CO	700,000.00	700,000.00	797,115.31	841,169.70	9,100.00
Available	278058AK8-1-573	15-Jun-19	278058AK8	EATON CORPORATION	2,000,000.00	2,000,000.00	2,212,429.73	2,525,306.00	50,291.67
Available	28336LBQ1-1-588	15-Jun-17	28336LBQ1	EL PASO LLC	775,000.00	775,000.00	768,678.20	864,134.30	15,370.83
Available	291011BB9-5-588	15-Apr-39	291011BB9	EMERSON ELECTRIC CO	708,000.00	708,000.00	704,618.82	848,557.82	19,514.25
Available	291011BB9-3-588	15-Apr-39	291011BB9	EMERSON ELECTRIC CO	700,000.00	700,000.00	696,657.03	838,969.60	19,293.75
Available	292505AD6-1-573	15-Aug-34	292505AD6	ENCANA CORPORATION	2,000,000.00	2,000,000.00	2,106,231.96	2,170,126.00	15,166.67
Available	29250RAT3-1-573	15-Sep-40	29250RAT3	ENBRIDGE ENERGY PARTNERS LP	4,000,000.00	4,000,000.00	3,968,781.50	3,905,588.00	7,333.33
Available	29365PAP7-1-148	01-Oct-24	29365PAP7	ENTERGY GULF STATES LOUISIANA	12,000,000.00	12,000,000.00	11,992,112.49	13,544,772.00	327,946.67
Available	302508AQ9-2-70	15-Jun-29	302508AQ9	FMR LLC	5,620,000.00	5,620,000.00	6,892,769.51	7,021,920.24	120,539.63
Available	302567AA0-2-70	20-Jun-23	302567AA0	FPL ENERGY AMERICAN WIND LLC	1,000,000.00	284,494.85	284,494.85	278,740.94	5,089.16
Available	337358BH7-1-573	01-Aug-26	337358BH7	WACHOVIA CORPORATION	1,000,000.00	1,000,000.00	1,057,053.84	1,247,777.00	11,781.78
Available	36192BAY3-1-573	10-Jan-45	36192BAY3	GS MORTGAGE SECURITIES CORPORA	700,000.00	700,000.00	752,843.28	702,019.50	1,760.34
Available	36804PAF3-3-70	02-Jan-25	36804PAF3	GATX FINANCIAL CORP 2005-1 PAS	1,000,000.00	605,741.90	605,741.90	675,774.14	8,147.99
Available	36804PAF3-1-573	02-Jan-25	36804PAF3	GATX FINANCIAL CORP 2005-1 PAS	2,000,000.00	1,211,483.80	1,211,483.80	1,351,548.29	16,295.97
Available	37145QAC4-2-70	03-Feb-23	37145QAC4	UNITED WATERWORKS INC	2,000,000.00	2,000,000.00	2,129,879.19	2,444,802.00	10,067.78
Available	37247DAB2-1-573	15-Jun-34	37247DAB2	GENWORTH FINANCIAL INC	4,000,000.00	4,000,000.00	3,999,935.25	4,238,920.00	73,666.67
Available	379352AL1-1-573	01-Jun-28	379352AL1	GLOBAL MARINE INC.	725,000.00	725,000.00	783,196.78	766,427.95	16,352.78

Available?	Unique ID	Maturity Date	Sec ID	Description	Original Face	9/26/13 Par Value	9/26/13 Stat. Book Value	9/26/13 Market Value	Accrued Interest
Available	38141GFD1-1-573	01-Oct-37	38141GFD1	GOLDMAN SACHS GROUP INC/THE	1,000,000.00	1,000,000.00	939,292.92	1,056,369.00	33,000.00
Available	39121JAE0-4-70	01-Jul-38	39121JAE0	GREAT RIVER ENERGY	1,500,000.00	1,500,000.00	1,500,000.00	1,749,597.00	22,410.17
Available	39121JAG5-2-70	01-Jul-38	39121JAG5	GREAT RIVER ENERGY	3,000,000.00	2,751,120.00	2,751,120.00	3,494,057.20	47,536.14
Available	396789KA6-2-148	10-Aug-42	396789KA6	GREENWICH CAPITAL COMMERCIAL F	2,240,000.00	2,240,000.00	2,239,621.94	2,182,438.72	8,229.64
Available	402740AA2-4-573	01-Nov-15	402740AA2	GULFSTREAM NATURAL GAS SYSTEM	2,500,000.00	2,500,000.00	2,499,513.51	2,724,652.50	56,372.22
Available	402740AA2-3-573	01-Nov-15	402740AA2	GULFSTREAM NATURAL GAS SYSTEM	500,000.00	500,000.00	500,429.94	544,930.50	11,274.44
Available	402740AB0-6-70	01-Nov-25	402740AB0	GULFSTREAM NATURAL GAS SYSTEM	1,000,000.00	1,000,000.00	1,011,048.91	1,172,230.00	25,103.89
Available	402740AB0-4-588	01-Nov-25	402740AB0	GULFSTREAM NATURAL GAS SYSTEM	1,720,000.00	1,720,000.00	1,739,004.12	2,016,235.60	43,178.69
Available	402740AB0-4-70	01-Nov-25	402740AB0	GULFSTREAM NATURAL GAS SYSTEM	5,750,000.00	5,750,000.00	5,813,531.21	6,740,322.50	144,347.36
Available	406216AY7-1-573	15-Sep-39	406216AY7	HALLIBURTON COMPANY	5,000,000.00	5,000,000.00	4,975,331.83	6,678,780.00	12,416.67
Available	416515BA1-4-588	30-Mar-40	416515BA1	HARTFORD FINANCIAL SERVICES GR	699,000.00	699,000.00	694,505.07	836,637.29	22,768.47
Available	42809HAC1-1-573	15-Jan-40	42809HAC1	HESS CORPORATION	2,500,000.00	2,500,000.00	2,464,614.61	2,668,190.00	30,000.00
Available	448814DC4-1-573	01-Dec-29	448814DC4	HYDRO-QUEBEC	1,600,000.00	1,600,000.00	1,710,977.28	2,342,947.20	43,822.22
Available	454624GE1-1-573	15-Jan-23	454624GE1	INDIANA BD BK	750,000.00	750,000.00	750,000.00	776,977.50	8,250.00
Available	455434BH2-2-70	01-Oct-36	455434BH2	INDIANAPOLIS POWER AND LIGHT C	4,000,000.00	4,000,000.00	3,976,880.44	4,527,728.00	118,311.11
Available	46625YXP3-2-573	15-Dec-44	46625YXP3	JP MORGAN CHASE COMMERCIAL MOR	2,280,000.00	2,280,000.00	2,390,460.57	2,445,044.64	8,838.55
Available	46629MAN5-1-39	15-May-45	46629MAN5	JP MORGAN CHASE COMMERCIAL MOR	6,000,000.00	6,000,000.00	5,873,227.94	5,884,650.00	23,920.00
Available	46630VAD4-4-573	12-Feb-49	46630VAD4	JP MORGAN CHASE COMMERCIAL MOR	1,003,699.00	1,003,699.00	1,145,686.41	1,123,263.64	4,273.28
Available	46630VAD4-3-573	12-Feb-49	46630VAD4	JP MORGAN CHASE COMMERCIAL MOR	540,000.00	540,000.00	616,935.40	604,326.96	2,299.07
Available	46630VAD4-2-573	12-Feb-49	46630VAD4	JP MORGAN CHASE COMMERCIAL MOR	605,000.00	605,000.00	690,882.67	677,070.02	2,575.81
Available	46639YAQ0-1-573	15-Apr-46	46639YAQ0	JP MORGAN CHASE COMMERCIAL MOR	4,000,000.00	4,000,000.00	4,115,838.75	3,752,560.00	8,550.82
Available	46639YAU1-1-573	15-Apr-46	46639YAU1	JP MORGAN CHASE COMMERCIAL MOR	1,400,000.00	1,400,000.00	1,440,575.97	1,318,885.40	3,251.73
Available	478115AA6-1-588	01-Jul-19	478115AA6	JOHNS HOPKINS UNIVERSITY	513,000.00	513,000.00	512,704.77	588,067.80	6,433.88
Available	478366AE7-1-573	01-Mar-15	478366AE7	JOHNSON CONTROLS INC.	5,000,000.00	5,000,000.00	5,070,418.55	5,418,780.00	27,805.56
Available	482439AA4-4-573	01-Aug-18	482439AA4	KCT INTERMODAL TRANSPORTATION	29.74	29.74	29.74	33.95	0.32
Available	482439AA4-3-573	01-Aug-18	482439AA4	KCT INTERMODAL TRANSPORTATION	1,621,836.90	1,621,836.90	1,621,836.90	1,851,216.54	17,367.35
Available	500472AC9-1-573	11-Mar-38	500472AC9	KONINKLIJKE PHILIPS NV	2,500,000.00	2,500,000.00	2,460,945.71	3,039,232.50	7,638.89
Available	501044CK5-1-573	15-Apr-38	501044CK5	KROGER CO (THE)	2,500,000.00	2,500,000.00	2,487,001.17	2,933,700.00	77,625.00
Available	52108H6W9-1-573	15-Sep-30	52108H6W9	LB-UBS COMMERCIAL MORTGAGE TRU	13,000,000.00	13,000,000.00	13,384,522.06	13,737,425.00	28,623.11
Available	52108HK52-2-21	15-Aug-36	52108HK52	LB-UBS COMMERCIAL MORTGAGE TRU	3,000,000.00	3,000,000.00	2,988,567.73	3,000,000.00	6,941.33
Available	534187AR0-1-573	07-Apr-36	534187AR0	LINCOLN NATIONAL CORPORATION	2,000,000.00	2,000,000.00	1,937,259.49	2,272,928.00	58,083.33
Available	549271AE4-1-132	01-Oct-14	549271AE4	LUBRIZOL CORPORATION (THE)	5,145,000.00	5,145,000.00	5,096,012.88	5,400,336.06	138,343.33
Available	559080AC0-1-573	01-May-37	559080AC0	MAGELLAN MIDSTREAM PARTNERS LP	4,900,000.00	4,900,000.00	4,741,193.34	5,604,840.50	127,182.22
Available	565849AB2-4-573	15-Mar-32	565849AB2	MARATHON OIL CORP	1,500,000.00	1,500,000.00	1,641,665.39	1,778,220.00	3,400.00
Available	565849AE6-1-573	01-Oct-37	565849AE6	MARATHON OIL CORP	5,000,000.00	5,000,000.00	5,121,165.09	5,944,445.00	161,333.33
Available	571903AJ2-1-148	01-Mar-19	571903AJ2	MARRIOTT INTERNATIONAL INC	15,000,000.00	15,000,000.00	15,174,878.79	15,178,785.00	32,500.00
Available	59156RAJ7-1-573	15-Jun-34	59156RAJ7	METLIFE INC	3,000,000.00	3,000,000.00	3,249,028.92	3,610,233.00	54,187.50
Available	59259YBZ1-1-573	15-Nov-39	59259YBZ1	METROPOLITAN TRANS AUTH N Y	2,000,000.00	2,000,000.00	2,000,000.00	2,341,360.00	48,752.00
Available	59562VAM9-1-573	01-Apr-36	59562VAM9	MIDAMERICAN ENERGY HOLDINGS CO	3,000,000.00	3,000,000.00	2,998,872.59	3,381,993.00	89,833.33
Available	60871RAD2-1-588	01-May-42	60871RAD2	MOLSON COORS BREWING CO	13,000,000.00	13,000,000.00	14,773,116.24	12,725,063.00	263,611.11

Available?	Unique ID	Maturity Date	Sec ID	Description	Original Face	9/26/13 Par Value	9/26/13 Stat. Book Value	9/26/13 Market Value	Accrued Interest
Available	61746BCY0-1-573	09-Aug-26	61746BCY0	MORGAN STANLEY	2,000,000.00	2,000,000.00	1,996,835.52	2,232,308.00	16,666.67
Available	61750WAZ6-3-21	15-Dec-43	61750WAZ6	MORGAN STANLEY CAPITAL I MSC_0	4,000,000.00	4,000,000.00	3,919,630.45	3,531,328.00	15,597.11
Available	61756UAF8-2-573	12-Dec-49	61756UAF8	MORGAN STANELY CAPITAL I MSC_0	1,000,000.00	1,000,000.00	1,178,213.73	1,137,297.00	4,548.69
Available	61762DAW1-1-573	15-May-46	61762DAW1	MORGAN STANLEY BAML TRUST MSBA	2,000,000.00	2,000,000.00	2,057,748.30	1,904,452.00	4,480.67
Available	620076AP4-1-573	15-Nov-28	620076AP4	MOTOROLA SOLUTIONS INC	142,000.00	142,000.00	144,148.66	146,940.32	3,384.33
Available	637432CT0-1-573	01-Mar-32	637432CT0	NATIONAL RURAL UTILITIES COOP	3,334,000.00	3,334,000.00	4,190,869.46	4,557,397.96	19,263.11
Available	641423BP2-1-573	01-Apr-36	641423BP2	NEVADA POWER COMPANY	3,000,000.00	3,000,000.00	3,115,813.06	3,719,556.00	97,533.33
Available	649840CM5-3-588	01-May-23	649840CM5	NEW YORK STATE ELECTRIC & GAS	1,720,000.00	1,720,000.00	1,718,386.40	1,865,923.08	40,109.44
Available	649840CM5-1-573	01-May-23	649840CM5	NEW YORK STATE ELECTRIC & GAS	5,000,000.00	5,000,000.00	4,995,309.30	5,424,195.00	116,597.22
Available	652482BJ8-1-573	15-Dec-34	652482BJ8	NEWS AMERICA INC	2,000,000.00	2,000,000.00	1,963,456.91	2,170,702.00	35,133.33
Available	652482BY5-1-573	15-Aug-39	652482BY5	NEWS AMERICA INC	1,000,000.00	1,000,000.00	997,981.99	1,165,518.00	8,050.00
Available	655844AF5-1-573	01-May-37	655844AF5	NORFOLK SOUTHERN CORPORATION	3,000,000.00	3,000,000.00	3,178,680.73	3,767,346.00	85,775.00
Available	655844BM9-1-588	01-Oct-42	655844BM9	NORFOLK SOUTHERN CORPORATION	1,000,000.00	1,000,000.00	999,994.48	856,259.00	19,311.11
Available	666807AW2-1-573	15-Feb-31	666807AW2	NORTHROP GRUMMAN SYSTEMS CORPO	2,000,000.00	2,000,000.00	2,373,910.69	2,586,208.00	18,083.33
Available	66765RBR6-4-573	25-Feb-33	66765RBR6	NORTHWEST NATURAL GAS COMPANY	5,000,000.00	5,000,000.00	5,000,000.00	5,392,490.00	91,188.89
Available	66765RBR6-3-573	25-Feb-33	66765RBR6	NORTHWEST NATURAL GAS COMPANY	2,000,000.00	2,000,000.00	2,000,000.00	2,156,996.00	36,475.56
Available	677632PA3-1-588	01-Jun-11	677632PA3	OHIO STATE UNIVERSITY	14,596,000.00	14,596,000.00	14,447,524.38	12,640,136.00	225,751.47
Available	684065AT2-1-573	01-Dec-27	684065AT2	ORANGE & ROCKLAND UTILITIES IN	2,000,000.00	2,000,000.00	2,000,000.00	2,325,610.00	41,888.89
Available	693627AY7-2-573	15-Oct-35	693627AY7	DUKE ENERGY INDIANA INC	1,500,000.00	1,500,000.00	1,466,768.43	1,613,550.00	41,310.00
Available	693627AY7-1-573	15-Oct-35	693627AY7	DUKE ENERGY INDIANA INC	1,500,000.00	1,500,000.00	1,463,109.83	1,613,550.00	41,310.00
Available	69512EGK5-1-573	15-Jan-26	69512EGK5	PACIFICORP	5,100,000.00	5,100,000.00	4,734,468.75	6,105,087.60	68,442.00
Available	717081CY7-1-573	15-Mar-39	717081CY7	PFIZER INC	2,500,000.00	2,500,000.00	2,867,383.28	3,407,472.50	6,000.00
Available	71713UAW2-6-573	01-Dec-28	71713UAW2	PHARMACIA CORPORATION	3,000,000.00	3,000,000.00	3,450,529.99	3,765,591.00	63,800.00
Available	71713UAW2-5-573	01-Dec-28	71713UAW2	PHARMACIA CORPORATION	1,500,000.00	1,500,000.00	1,601,838.98	1,882,795.50	31,900.00
Available	71713UAW2-4-573	01-Dec-28	71713UAW2	PHARMACIA CORPORATION	590,000.00	590,000.00	627,185.80	740,566.23	12,547.33
Available	718172AC3-2-573	16-May-38	718172AC3	PHILIP MORRIS INTERNATIONAL IN	2,000,000.00	2,000,000.00	1,949,171.11	2,383,100.00	46,395.83
Available	72018QAG6-4-573	14-Sep-29	72018QAG6	PIEDMONT NATURAL GAS COMPANY I	1,000,000.00	1,000,000.00	995,392.68	1,325,311.00	18,991.67
Available	72018QAG6-3-573	14-Sep-29	72018QAG6	PIEDMONT NATURAL GAS COMPANY I	2,000,000.00	2,000,000.00	2,000,000.00	2,650,622.00	37,983.33
Available	73358WCW2-1-573	01-Nov-40	73358WCW2	PORT AUTHORITY OF NEW YORK & N	4,500,000.00	4,500,000.00	4,500,000.00	4,865,535.00	103,057.75
Available	73755LAD9-1-573	01-Dec-36	73755LAD9	POTASH CORPORATION OF SASKATCH	2,000,000.00	2,000,000.00	1,860,620.95	2,174,244.00	37,861.11
Available	743263AE5-2-148	01-Mar-31	743263AE5	PROGRESS ENERGY INC	10,000,000.00	10,000,000.00	11,417,536.43	12,827,840.00	55,972.22
Available	74432QAQ8-1-573	14-Dec-36	74432QAQ8	PRUDENTIAL FINANCIAL INC	4,000,000.00	4,000,000.00	3,872,643.50	4,305,908.00	65,233.33
Available	74913GAT2-1-573	01-Jun-17	74913GAT2	QWEST CORP	9,000,000.00	9,000,000.00	9,969,526.30	10,135,206.00	188,500.00
Available	755111AP6-1-573	01-Nov-28	755111AP6	RAYTHEON COMPANY	3,000,000.00	3,000,000.00	3,135,577.71	3,723,636.00	85,166.67
Available	775109AL5-1-573	15-Aug-38	775109AL5	ROGERS COMMUNICATIONS INC	1,000,000.00	1,000,000.00	996,571.26	1,265,738.00	8,750.00
Available	780641AH9-1-573	01-Oct-30	780641AH9	KONINKLIJKE KPN NV	3,000,000.00	3,000,000.00	3,661,203.74	3,838,791.00	122,833.33
Available	78572MAD7-2-70	01-Jul-16	78572MAD7	SABMILLER PLC	1,500,000.00	1,500,000.00	1,498,681.82	1,706,652.00	23,291.67
Available	796253T93-3-148	01-Feb-39	796253T93	SAN ANTONIO TEX ELECTRIC & GAS	7,295,000.00	7,295,000.00	8,043,142.06	8,516,037.10	67,916.45
Available	822582AD4-7-588	15-Dec-38	822582AD4	SHELL INTERNATIONAL FINANCE BV	10,269,000.00	10,269,000.00	11,596,823.19	12,825,344.32	185,483.81
Available	822582AD4-1-573	15-Dec-38	822582AD4	SHELL INTERNATIONAL FINANCE BV	2,000,000.00	2,000,000.00	1,989,817.85	2,497,876.00	36,125.00

Available?	Unique ID	Maturity Date	Sec ID	Description	Original Face	9/26/13 Par Value	9/26/13 Stat. Book Value	9/26/13 Market Value	Accrued Interest
Available	826200AD9-5-70	17-Aug-26	826200AD9	SIEMENS FINANCIERINGSMAATSCHAP	2,500,000.00	2,500,000.00	2,495,831.89	2,956,675.00	17,013.89
Available	84250QAT0-1-573	25-Jan-29	84250QAT0	AMERICAN STATES WATER COMPANY	3,000,000.00	3,000,000.00	2,726,577.43	3,498,441.00	63,703.33
Available	84755TAC1-1-573	15-Sep-38	84755TAC1	SPECTRA ENERGY CAPITAL LLC	1,000,000.00	1,000,000.00	998,272.99	1,192,526.00	2,500.00
Available	857473AE2-1-573	15-Jun-26	857473AE2	STATE STREET CORPORATION	1,000,000.00	1,000,000.00	1,056,738.84	1,294,651.00	20,825.00
Available	87425EAJ2-1-573	01-Feb-37	87425EAJ2	TALISMAN ENERGY INC.	3,000,000.00	3,000,000.00	2,984,230.15	2,935,590.00	27,300.00
Available	87425EAL7-1-588	01-Jun-19	87425EAL7	TALISMAN ENERGY INC.	700,000.00	700,000.00	698,016.93	850,821.30	17,480.56
Available	87612EAF3-1-573	15-Jul-31	87612EAF3	TARGET CORPORATION	4,500,000.00	4,500,000.00	5,076,779.87	5,599,588.50	63,000.00
Available	878742AE5-4-573	01-Oct-35	878742AE5	TECK RESOURCES LTD	1,250,000.00	1,250,000.00	1,236,736.40	1,206,620.00	37,430.56
Available	88031QAA8-5-70	30-Mar-24	88031QAA8	TENASKA VIRGINIA PARTNERS LP	999,998.83	735,694.13	735,694.13	777,304.99	10,879.14
Available	88031QAA8-4-70	30-Mar-24	88031QAA8	TENASKA VIRGINIA PARTNERS LP	500,000.41	367,847.80	369,037.93	388,653.27	5,439.58
Available	88163VAD1-1-573	01-Feb-36	88163VAD1	TEVA PHARMACEUTICAL FINANCE LL	3,000,000.00	3,000,000.00	2,954,967.50	3,464,412.00	28,700.00
Available	882722KF7-2-132	01-Apr-39	882722KF7	TEXAS ST	10,000,000.00	10,000,000.00	10,598,304.45	11,257,800.00	269,720.00
Available	88579EAC9-5-588	15-Mar-37	88579EAC9	3M CO	10,500,000.00	10,500,000.00	11,624,528.69	12,226,893.00	19,950.00
Available	88579EAC9-1-573	15-Mar-37	88579EAC9	3M CO	4,000,000.00	4,000,000.00	3,854,221.03	4,657,864.00	7,600.00
Available	887315AY5-1-573	15-Jun-18	887315AY5	HISTORIC TW INC	8,500,000.00	8,500,000.00	8,480,574.39	10,211,466.50	165,572.92
Available	89346DAE7-2-573	15-Mar-40	89346DAE7	TRANSALTA CORPORATION	500,000.00	500,000.00	495,059.91	483,360.50	1,083.33
Available	89346DAE7-1-573	15-Mar-40	89346DAE7	TRANSALTA CORPORATION	1,500,000.00	1,500,000.00	1,480,554.11	1,450,081.50	3,250.00
Available	893521AB0-4-588	30-Nov-39	893521AB0	TRANSATLANTIC HOLDINGS INC	16,380,000.00	16,380,000.00	17,143,387.75	20,290,823.28	425,880.00
Available	90349GBF1-1-573	10-Apr-46	90349GBF1	UBS BARCLAYS COMMERICAL MORTGA	2,000,000.00	2,000,000.00	2,094,225.68	1,927,010.00	4,686.21
Available	904764AH0-4-573	15-Nov-32	904764AH0	UNILEVER CAPITAL CORP	2,000,000.00	2,000,000.00	1,928,808.08	2,467,282.00	43,266.67
Available	904764AH0-3-573	15-Nov-32	904764AH0	UNILEVER CAPITAL CORP	3,000,000.00	3,000,000.00	3,111,787.46	3,700,923.00	64,900.00
Available	906548CD2-3-573	01-Feb-20	906548CD2	UNION ELECTRIC CO	3,000,000.00	3,000,000.00	2,980,179.67	3,228,330.00	23,333.33
Available	907818DG0-1-1619	01-Feb-21	907818DG0	UNION PACIFIC CORPORATION	1,000,000.00	1,000,000.00	996,429.01	1,058,425.00	6,222.22
Available	913026AT7-2-588	15-Jan-25	913026AT7	UNITED TELEPHONE COMPANY OF FL	2,475,000.00	2,475,000.00	2,945,259.09	2,811,399.53	41,456.25
Available	91324PAR3-1-573	15-Mar-36	91324PAR3	UNITEDHEALTH GROUP INCORPORATE	3,000,000.00	3,000,000.00	2,980,920.14	3,316,509.00	5,800.00
Available	914026EV7-3-588	01-Jul-34	914026EV7	UNIVERSITY ALA GEN REV	1,720,000.00	1,720,000.00	1,720,000.00	1,883,159.20	25,392.93
Available	914026EV7-2-588	01-Jul-34	914026EV7	UNIVERSITY ALA GEN REV	280,000.00	280,000.00	280,000.00	306,560.80	4,133.73
Available	914026EV7-1-588	01-Jul-34	914026EV7	UNIVERSITY ALA GEN REV	1,000,000.00	1,000,000.00	1,000,000.00	1,094,860.00	14,763.33
Available	914440KJ0-1-588	01-May-29	914440KJ0	UNIVERSITY OF MASSACHUSETTS BL	280,000.00	280,000.00	280,000.00	314,398.00	7,293.67
Available	925524AV2-4-573	15-May-33	925524AV2	CBS CORP	1,000,000.00	1,000,000.00	968,102.65	970,548.00	20,166.67
Available	925524AV2-3-573	15-May-33	925524AV2	CBS CORP	3,000,000.00	3,000,000.00	2,863,335.11	2,911,644.00	60,500.00
Available	92929QAQ0-1-573	01-Aug-26	92929QAQ0	WASTE MANAGEMENT INC	3,000,000.00	3,000,000.00	3,279,591.15	3,683,589.00	33,133.33
Available	92976GAJ0-1-573	15-Jan-38	92976GAJ0	WACHOVIA BANK NA	2,000,000.00	2,000,000.00	1,906,013.41	2,446,388.00	26,400.00
Available	92976VAF5-1-573	15-May-43	92976VAF5	WACHOVIA BANK COMMERCIAL MORTG	4,000,000.00	4,000,000.00	4,227,131.43	4,402,904.00	17,087.89
Available	947075AE7-1-573	15-Mar-38	947075AE7	WEATHERFORD INTERNATIONAL LTD	2,500,000.00	2,500,000.00	2,491,785.60	2,660,975.00	5,833.33
Available	949746JM4-1-573	07-Feb-35	949746JM4	WELLS FARGO & COMPANY	3,000,000.00	3,000,000.00	2,759,411.12	3,253,149.00	22,395.83
Available	94988HAE1-1-573	15-Oct-45	94988HAE1	WELLS FARGO COMMERCIAL MORTGAG	1,500,000.00	1,500,000.00	1,579,816.47	1,461,223.50	3,833.92
Available	969457BM1-1-573	15-Mar-32	969457BM1	WILLIAMS COS INC	1,237,000.00	1,237,000.00	1,436,870.38	1,507,494.79	3,607.92
Available	98417EAC4-2-588	15-Nov-37	98417EAC4	XSTRATA FINANCE (CANADA) LTD	1,720,000.00	1,720,000.00	1,714,787.04	1,745,863.64	43,516.00
Available	98417EAC4-1-588	15-Nov-37	98417EAC4	XSTRATA FINANCE (CANADA) LTD	280,000.00	280,000.00	279,151.38	284,210.36	7,084.00

Available?	Unique ID	Maturity Date	Sec ID	Description	Original Face	9/26/13 Par Value	9/26/13 Stat. Book Value	9/26/13 Market Value	Accrued Interest
Available	98978VAC7-1-573	01-Feb-43	98978VAC7	ZOETIS INC	1,000,000.00	1,000,000.00	1,003,085.93	931,972.00	7,311.11
Available	19001-1		19001	PRESTON PLACE APARTMENTS		22,583,638.70	22,675,183.29	21,465,748.58
Available	19025-1		19025	THE ENCLAVE APARTMENTS		4,024,826.15	4,041,744.35	4,234,117.11
Available	19172-1		19172	DR PEPPER SNAPPLE GROUP		2,000,000.00	2,004,367.88	2,027,000.00
Available	19176-1		19176	SAFELITE GROUP		2,400,000.00	2,405,277.42	2,432,640.00
Available	25822-1		25822	CVS CORP/ARBOR DRUG - GR LEASE		258,032.83	258,032.83	285,461.72

Annex A-2

List of Unavailable Assets

[See attached.]

² This Annex was prepared in accordance with the “GA_Master Report_Finalv3.xlsx” sent by Gina Cunningham on Wednesday October 2, 2013 at 9:58 a.m. EST. If there are any typographical or manifest errors, parties will work together to correct the Annex after the Effective Time.

Available?	Unique ID	Maturity Date	Sec ID	Description	Original Face	9/26/13 Par Value	9/26/13 Stat. Book Value	9/26/13 Market Value	Accrued Interest
Unavailable	07388VAE8-4-148	12-Jan-45	07388VAE8	BEAR STEARNS COMMERCIAL MORTGA				5,021,797.50
Unavailable	07388VAE8-5-148	12-Jan-45	07388VAE8	BEAR STEARNS COMMERCIAL MORTGA				8,369,662.50
Unavailable	20047EAJ1-3-148	10-Dec-46	20047EAJ1	COMMERCIAL MORTGAGE PASS-THROU				14,132,655.00
Unavailable	20047EAJ1-1-148	10-Dec-46	20047EAJ1	COMMERCIAL MORTGAGE PASS-THROU				9,421,770.00
Unavailable	46625YA37-2-21	12-Dec-44	46625YA37	JP MORGAN CHASE COMMERCIAL MOR				4,784,420.00
Unavailable	46625YA37-1-21	12-Dec-44	46625YA37	JP MORGAN CHASE COMMERCIAL MOR				956,884.00
Unavailable	913903AN0-2-588	30-Jun-16	913903AN0	UNIVERSAL HEALTH SERVICES INC				847,400.00
Unavailable	39121JAG5-1-588	01-Jul-38	39121JAG5	GREAT RIVER ENERGY				5,823,428.67
Unavailable	207651AF7-1-573	02-Sep-13	207651AF7	CONNECTICUT NATURAL GAS CORPOR				2,000,000.00

Annex B

Net Settlements

[See attached.]

Monthly Accounting Report

For the Monthly Accounting Period ending on:

Section 1: Policy cash flows to/(from) Reinsurer (gross)
First Year Premium (net of returns and refunds of premiums)	$ -
Renewal Premium (net of returns and refunds of premiums, including dividends)	-
Premium on Supplemental Contracts w/ life (after 2 year exclusion period)	-
Premium on Supplemental Contracts w/o life (after 2 year exclusion period)	-
A TOTAL Reinsurance Premiums		-
Full / Partial Surrenders, net of surrender charges	-
Death Claims	-
Benefit Payments - Supplemental Contracts w/ life (after 2 year exclusion period)	-
Benefit Payments - Supplemental Contracts w/o life (after 2 year exclusion period)	-
Dividend Expense	-
Matured Endowments	-
Waiver of Premium	-
B TOTAL Claims		-
Policy Loans Change in Asset	-
Policy Loans Interest Income	-
Policy Loans (Issued)/Principal Repayments	-
Dividend Accumulations Change in Liability	-
Dividend Accumulations Interest Credited	-
Dividend Accumulations (Withdrawals)/Deposits	-
Premium Deposit Funds Change in Liability	-
Premium Deposit Funds Interest Credited	-
Premium Deposit Funds (Withdrawals)/Deposits	-
C TOTAL Policy Loans, Dividend Accumulations and Premium Deposit Funds		-
Premiums paid/received on third-party reinsurance	-
Claims received/paid on third-party reinsurance	-
Commissions / expense allowances received/paid on third-party reinsurance	-
Other Benefits paid/received on third-party reinsurance	-
D Net third-party reinsurance		-
Section 2: Policy cash flows due to/(owed from) Reinsurer
E Net Reinsured Liabilities (A + B + C + D)		-
x Quota Share		100	%
F Reinsurer Share of Net Policy Cash Flows		-
G Net Settlement Amounts paid to/(by) Reinsurer during Period
MM/DD/YYYY	-
H Policy Cash Flows due to/(owed from) Reinsurer (F - G)		$ -

Section 3 Policy Expenses owed from Reinsurer
Premiums Received	-
x 1.8%	1.80	%
Premium Tax Allowance due (from) Reinsurer:			-
- Premium Tax Allowance Prior Year True-up due to/(from) Reinsurer			-
- Guaranty Fund Assessments due (from) Reinsurer			-
- Other Reinsurance ceding / expense allowances due to/(from) Reinsurer			-
I Monthly Expenses due to/(from) Reinsurer			$ -
Section 4.1 Commercial Mortgage Loan Servicing
Mortgage Interest Received	-
Mortgage Principal Received	-
Other Cashflows / Fees Received	-
J TOTAL CML Cash Inflow	-
Servicing Fees due (from) Reinsurer	-
Other Fees due (from) Reinsurer	-
K TOTAL CML Fees			-
L Net CML Activity due to/(from) Reinsurer (J + K)			$ -
Section 4.2 Hedge (Costs) / Proceeds
Assigned Hedge Proceeds	-
Assigned Hedge (Costs)	-
M Net hedge (costs) / proceeds due to/(from) Reinsurer			-
Section 5 Monthly Net Settlement Amount owed to / (from) Reinsurer
N Policy Cash Flows / Policy Expenses Settlement Amount (H + I)			-
L Net CML Activity			-
M Net hedge (costs) / proceeds			-
O Miscellaneous
a. Producer Payments and Commissions			-
P Monthly Net Settlement Amount owed to / (from) Reinsurer (N + L + M + O)			$ -

Annex C

Net Retained Liabilities Ceding Commission Adjustment

Until 100% of the Net Retained Liabilities have been reinsured under this Agreement, an adjustment to the Ceding Commission shall be made as part of the Net Settlement each month as provided in this Annex C.

For each liability or obligation in respect of an Indy Life Closed Block Policy that remains a Net Retained Liability during the entire month covered in a Net Settlement, the Ceding Commission shall be increased or decreased. The increase or decrease for each Indy Life Closed Block Policy will vary based on line of business and will be calculated on a pro rata basis for each relevant month, in accordance with the table below, to reflect the time elapsed between April 30, 2013 (the “Signing Date”) and the date as of which the Net Settlement is prepared.

Estimated Cede Per $500mm Gross Face(1)
Years After the Signing Date:	0	1	2	3	4	5	6	7	8	9	10
CB	$(4.90)	$(3.90)	$(3.40)	$(3.40)	$(3.30)	$(3.20)	$(3.10)	$(3.00)	$(2.90)	$(2.80)	$(2.70)

11	12	13	14	15	16	17	18	19	20
$(2.50)	$(2.40)	$(2.40)	$(2.30)	$(2.20)	$(2.10)	$(2.00)	$(1.90)	$(1.80)	$(1.70)

(1) Gross face is as of September 30, 2013 (e.g., if retained business is ceded to the Company 10 years after the Signing Date, the cede adjustment is applied to the face of that business as of September 30, 2013, not September 30, 2023)

For illustrative purposes only, based on the table above, if $500 million gross insurance in-force of closed block risk is retained by the Company until one year after the Signing Date, the Ceding Commission would increase by $1 million (the difference in value between the Signing Date and the one year anniversary of the Signing Date for the “whole life” line of business in the table above).

If the calculation of the adjustment based on the table above results in an increase in the Ceding Commission for the relevant month, the amount of such increase shall be reflected as a payable from the Reinsurer to the Company in the applicable Net Settlement. If, instead, such calculation results in a decrease in the Ceding Commission for the relevant month, the amount of such decrease shall be reflected as a payable from the Company to the Reinsurer in the applicable Net Settlement.

Annex D

Life Reference Balance Sheet

[See attached.]

ILICO Closed Block Reference Balance Sheet
Assets and liabilities for ALAC to transfer to PLIC USA
Illustrative, based on 8/31/2013 ALAC balances
Debit (Credit)

	Coinsurance Treaty
	ILICO CB
Bonds and commercial mortgage loans	715,676,126
Cash	13,167,189
Policy loans	100,280,716
Investment income due and accrued	-
Due premium	910,338
Deferred premium	4,410,249
Reinsurance recoverable	855,451
Total assets	835,300,070
Life reserves - Statutory Reserve	(791,384,870)
Deposit-type contracts	(18,337,578)
Claim liability	(5,411,958)
Dividends apportioned	(4,371,429)
Advance premium	(309,979)
Reinsurance payable	(2,270,000)
Existing interest maintenance reserve	(13,167,189)
Unearned investment income on policy loans	(47,067)
Total liabilities	(835,300,070)
Liabilities transferred in excess of assets transferred	-

Annex E

Additional Life Reference Balance Sheet Assets

None.

ACTIVE 212285849v.1

EX-10.5

Exhibit 10.5

AMENDED AND RESTATED TAX ALLOCATION AGREEMENT

THIS AMENDED AND RESTATED TAX ALLOCATION AGREEMENT (this

"Agreement'), dated as of June 1, 2015 and effective as of October 2, 2013 (the"Effective Date"), by and among Athene Annuity & Life Assurance Company, a Delaware corporation ("Parent"); Athene Annuity and Life Company, an Iowa corporation (formerly Aviva Life and Annuity Company) ("AA/A"); Structured Annuity Reinsurance Company, an Iowa corporation ("STAR"); Athene Re USA IV, Inc., a Vermont corporation (formerly Aviva Re USA IV, Inc.) ("AUSAIV''); Athene Life Insurance Company of New York, a New York corporation (formerly Aviva Life and Annuity Company of New York) ("ALICNY"); and Athene Annuity & Life Assurance Company of New York, a New York corporation (formerly Presidential Life Insurance Company) ("AANY").

WITNESSETH

WHEREAS, Parent, AAIA, STAR, AUSAIV, ALICNY, AANY, Investors Insurance Corporation, a Delaware corporation ("/IC'), Aviva Re Iowa, Inc., an Iowa corporation ("Aviva Re"), Aviva Re Iowa II, Inc., an Iowa corporation ("Aviva Re Ir'), Aviva Re Iowa III, Inc., an Iowa corporation ("Aviva Re Ilr'), Aviva Re USA II, Inc., a Vermont corporation ("AUSA/r'), Aviva Re USA III, Inc., a Vermont corporation ("AUSAIIr'), and Aviva Re USA VI, Inc., a Vermont corporation ("A USAVr'), are parties to a Tax Allocation Agreement entered into as of October 2, 2013 (the "Original Agreement"); and

WHEREAS, following the effective date of the Original Agreement, (i) IIC was merged with and into Parent, with Parent as the surviving entity and (ii) Aviva Re, Aviva Re II, Aviva Re III, AUSAII, AUSAIII and AUSAVI, each of which were direct subsidiaries of AAIA, were wound up and liquidated; and

WHEREAS, Parent, AAIA, STAR, AUSAIV, ALICNY and AANY desire to amend and restate the Original Agreement in accordance with the terms set forth herein; and

WHEREAS, Parent, IIC, AANY and Presidential Life Insurance Company - USA (formerly known as Great American Life Assurance Company), a Delaware corporation ("PLIC­ USA") previously (i) were members of an affiliated group (the "Previous Athene Affiliated Group") as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) entered into a Tax Allocation Agreement, effective as of December 28, 2012 (as amended, modified or supplemented from time to time, the "Previous Athene Agreement'); and

WHEREAS, AAIA, STAR, Aviva Re, Aviva Re II, Aviva Re III, AUSAII, AUSAIII,

AUSAIV, AUSAVI and ALICNY previously (i) were members of an affiliated group (the "Previous Aviva Affiliated Group") as defined in Section 1504(a) of the Code, the parent of which was Athene USA Corporation (f/k:/a Aviva USA Corporation) ("AUSA"), and (ii) entered into an Amended and Restated Tax Allocation and Indemnification Agreement dated as of September 28, 2006 (as amended, modified or supplemented from time to time, the "Previous Aviva Agreement'); and

WHEREAS, the parties hereto are members (together with other affiliates of the parties hereto who become parties to this Agreement from time to time, the "Members") of an affiliated group (the "Affiliated Group") as defined in Section 1504(a) of the Code; and

WHEREAS, Parent, UC, AAIA, STAR, Aviva Re, Aviva Re II, Aviva Re III, AUSAII, AUSAIII, AUSAIV, AUSAVI, ALICNY and AANY are (or were) domestic insurance companies, each of which is subject to federal income tax under Section 801 of the Code; and

WHEREAS, Parent, UC, AAIA, STAR, Aviva Re, Aviva Re II, Aviva Re III, AUSAII, AUSAIII, AUSAIV, AUSAVI, ALICNY and AANY will be included in the consolidated federal income tax return of the Affiliated Group for the taxable year ending December 31, 2013 and for subsequent years; and

WHEREAS, under the Previous Athene Agreement, PLIC-USA will be included in the consolidated federal income tax return of the Previous Athene Affiliated Group for the taxable year ending October 2, 2013, for the period beginning January 1, 2013 and ending on September 30, 2013 (both days inclusive);

WHEREAS, under the Previous Athene Agreement, PLIC-USA's subsidiaries will be included in the consolidated federal income tax return of the Previous Athene Affiliated Group for the taxable year ending October 2, 2013, for the period beginning on the respective dates of their formation and ending on September 30, 2013 (both days inclusive);

WHEREAS, as of the Effective Date, PLIC-USA and its subsidiaries are not included in the Affiliated Group due to the sale of PLIC-USA and its subsidiaries to Commonwealth Annuity and Life Insurance Company, a Massachusetts corporation unaffiliated with Parent; and

WHEREAS, it is the intent and desire of the parties hereto to establish a method for providing reimbursement to Parent for payment of each Member's share of the consolidated tax liability of the Affiliated Group, and to reimburse Members for losses incurred by such Members that reduce the consolidated tax liability of the Affiliated Group.

1.Parent shall file a consolidated federal income tax return for each tax period of the Affiliated Group for which this Agreement is in effect and for which the Affiliated Group is required or permitted to file a consolidated tax return. The Members shall execute and file any consents, elections or other documents that may be required or appropriate for the proper filing of such returns.

2.Rules governing the allocation and apportionment of tax liability between the Members and the Affiliated Group.

(a) For each tax period of the Affiliated Group, Parent shall compute the separate tax liability of each Member as if it had filed a separate federal income tax return and each Member shall pay to Parent the portion of such computed tax liability (if any) required for the year to date estimated period, taking into consideration amounts previously paid or received for the taxable year. For purposes of this Agreement, a tax period is each period for which an estimated tax payment, extension payment or tax return payment is due under the provisions of the Code.

(b) Such payment shall be made in federal funds wired to the specified account of Parent or marketable securities of equivalent value constituting permitted investments for Parent and transferred to Parent, in either case, within 30 days after the due date for paying the tax liability for the estimated tax period.

(c) Calculations of amounts due to and from Parent will be made by an officer of Parent or by a person(s) designated by such officer within 30 days before each federal tax payment is due under paragraph 2(a).

(d) Final settlement of tax liabilities will occur within 30 days after filing of the relevant tax returns. Interim settlement will occur within 30 days after provision of estimated quarterly payments.

(e) If the consolidated taxable income of the Affiliated Group results in the Affiliated Group owing an alternative minimum tax liability, such liability shall be apportioned to the members of the Affiliated Group by multiplying (1) the consolidated alternative minimum tax liability times (2) a fraction of which (a) the numerator is the excess of the consolidated alternative minimum tax liability of the Affiliated Group over the consolidated alternative minimum tax liability of the Affiliated Group without the Member and (b) the denominator is the sum of "with/without" calculations of consolidated alternative minimum tax liability made for each Member comprising the consolidated group (i.e., the sum of the numerators for all Members).

(f) The separate tax liability of each Member, if any, shall be computed by Parent in accordance with the principles of the subdivisions of Treasury Regulation Section l.1552-l(a)(2)(ii) with respect to transactions between such Member and other members of the Affiliated Group.

(g) To the extent the computation of a Member's separate taxable income, including its use of tax attributes not available in determining the consolidated tax liability of the Affiliated Group, results in a loss for tax purposes, such Member shall be entitled to a payment from Parent equal to (i) the tax benefit such Member could have received by carrying back the loss to a prior year as if it had not been part of the Affiliated Group and (ii) an allocable share of the net tax benefit realized by utilizing such Member's loss in the consolidated tax return after reduction of the loss by the amount carried back under (i). In calculating such Member's allocable share of the net tax benefit from the use of its loss in the consolidated return, the allocation will be based on the ratio of such Member's separate return taxable loss to the total separate corporate taxable loss of the members of the Affiliated Group with a separate return taxable loss; provided, however, that the separate taxable loss of a Member will be reduced by any amount carried back under (i) and the taxable income of the Members with separate return taxable income will be reduced by any carryover or carryback of any tax attribute that is not available in determining the consolidated tax liability of the Affiliated Group for such tax period. Any payment due under this provision will be paid to the Member within 30 days after the due date of each estimated tax payment or, in the case of a

refund request, within 30 days after receiving the refund and may be made by federal funds wire transfer or marketable securities of equivalent value constituting permitted investments for such Member.

(h) State income and franchise taxes paid on a combined, consolidated or similar basis will be apportioned in an equitable manner using a methodology similar to the methodology used for federal taxes. Each Member's contribution to state taxable income or loss as well as its impact on state apportionment factors will be taken into account.

(i) All funds and invested assets of each Member are the exclusive property of such Member, held for the benefit of such Member and subject to the control of such Member. Members will maintain oversight of actions taken by Parent with respect to consolidated tax filings.

3.If the consolidated tax liability is adjusted for any tax period of the Affiliated Group, whether by means of an amended return, claim for refund or after a tax audit by the Internal Revenue Service, the liability of the Members shall be recomputed to give effect to such adjustments in the same manner as in Section 2 above. If as a result of adjusted tax liability, any amounts due under this Agreement shall differ from the amounts previously paid, then payments under this Agreement will be made within 30 days of the filing of the consolidated federal income tax return in which the losses are currently utilized, within 30 days of the time payments are otherwise due as a result of an increased tax liability or within 30 days of the receipt of any refund. Any interest on a refund and any allocable interest and penalties will be taken into account.

4.Except as otherwise provided in this Agreement, in no event will any Member make any payments to or receive any payments from Parent that are based on such Member's, Parent's or the Affiliated Group's deferred tax benefits or liabilities.

5.If during a consolidated return period Parent or any Member acquires or organizes another corporation that is required to be included in the consolidated return, that corporation shall join in and be bound by this Agreement by executing a counterpart signature page hereto.

6."Books and Records" of each Member means all books and records developed or maintained by each Member under this Agreement or related to tax liabilities of such Member. Books and Records of each Member are and remain the property of the Member and are subject to such Member's control.

7.Notwithstanding any provision in this Agreement to the contrary, the federal tax liability of ALICNY, AANY and any other New York-domiciled life insurance company that becomes a party to this Agreement following the Effective Date in accordance with Section 5 (each, a "New York Insurer") for any tax period of the Affiliated Group must be calculated in accordance with the following method set forth in Circular Letter 1979-33, December 20, 1979, promulgated by the New York State Department of Financial Services ("Circular 1979-33") and shall not be changed without 30 days' prior notification to the New York State Department of Financial Services:

i.The tax charge to each New York Insurer under this Agreement shall not be more than it would have paid if it had filed on a separate return basis. Each New York Insurer shall be "paid" for any foreign tax credits, investments credits, losses or any loss carryover (collectively referred to in this Section 6 as "credits") generated by it, to the extent actually used in the consolidated return. Payment shall be equal to the "savings" generated by its credits. All payments shall be recorded on the applicable New York Insurer's books as contributed surplus.

ii.If the amount paid by any New York Insurer to Parent for federal income taxes is greater than the actual payment made by Parent to the Internal Revenue Service, then the difference shall be placed in escrow in the same manner and under the same conditions as described in Method (A) of Circular 1979-33.

iii.    Once any New York Insurer is "paid" for its credits, it cannot use such credits in the calculation of its tax liability under the separate return basis. Any of such New York Insurer's credits which are not used in the consolidated return and for which it has not been paid shall be retained by such New York Insurer for possible future use.

8.Each Member that was a member of the Previous Aviva Affiliated Group for the tax period beginning January 1, 2013 (or, iflater, such Member's date of formation) and ending October 2, 2013 agrees that, solely with respect to such tax period, the principles of the Previous Aviva Agreement shall govern the allocation and apportionment of tax liability between the members of the Previous Aviva Affiliated Group. Each Member acknowledges and agrees that each of AUSA, Athene London Assignment Corporation, a Delaware corporation, Athene Assignment Corporation, a Delaware Corporation, American Investors Sales Group, Inc., a Kansas corporation and ARE Land Development, Inc., an Iowa corporation are third party beneficiaries of the Members obligations under this Section 7. Notwithstanding anything to the contrary in this Section 8, all amounts paid prior to January 1, 2015, by a Member to AUSA with respect to the tax period ending October 2, 2013, shall be in full satisfaction of the Member's tax liability for such tax period and, to the extent AUSA is required to make any additional tax payments as a result of an adjustment made by a tax authority to the consolidated tax liability for such tax period, no Member shall be allocated any portion of the tax liability with respect to such adjustment.

9.This Agreement shall apply to each tax period ending in 2013 and all subsequent tax periods unless the Members agree to terminate this Agreement with respect to one or more Members, which Members may do with or without cause upon 30 days written notice to all other Members and to the Iowa Insurance Division, the Delaware Department of Insurance, the New York State Department of Financial Services, and the Vermont Department of Financial Regulation. Notwithstanding such termination, unless otherwise agreed to by the Members, this Agreement shall continue in effect with respect to any payment or refunds due for all tax periods prior to termination.

10.Any controversy arising out of or in connection with this Agreement shall be settled by arbitration in the State of New York or any other mutually agreeable location in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, and any award rendered thereon shall be enforceable in any court of competent jurisdiction. The arbitration will be conducted by three (3) independent and impartial arbitrators,

one to be chosen by the disputing Member(s), one to be chosen by the disputed Member(s) and the third by the two so chosen, all of whom shall be executive officers or retired officers of life insurance companies other than the Members or any of their respective affiliates or subsidiaries. Unless the arbitrators decide otherwise, each Member will bear the expense of its own arbitration activities, including any outside attorney and witness fees. The disputing Member(s) and the disputed Member(s), respectively, shall jointly bear the expense of their respective appointed arbitrator and all parties to the arbitration will jointly bear the expense of the third arbitrator.

11.If any Member to this Agreement is placed in receivership or seized by the commissioner of insurance under state receivership laws:

(a) All rights of the Member under this Agreement shall extend to the receiver or commissioner; and

(b) All Books and Records of the Member will immediately be made available to the receiver or the commissioner and shall be turned over the receiver or commissioner immediately upon the request of the receiver or commissioner; and

(c) No other Member or Parent has an automatic right to terminate this Agreement.

12.This Agreement is the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereot: including the Previous Athene Agreement with respect to the tax liability of the parties for all periods on or after the Effective Date.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

Athene Annuity & Life Assurance Company

By: /s/ Guy Hudson Smith, III

Name: Guy Hudson Smith, III

Title: President

Athene Annuity and Life Company

By: /s/ David C. Attaway

Name: David C. Attaway

Title: Senior Vice President, CFO and Treasurer

Structured Annuity Reinsurance Company

By: /s/ Guy Hudson Smith, III

Name: Guy Hudson Smith, III

Title: President

Athene Re USA IV, Inc.

By: /s/ Erik H. Askelsen

Name: Erik H. Askelsen

Title: Secretary

Athene Annuity & Life Assurance Company of New York

By: /s/ David C. Attaway

Name: David C. Attaway

Title: Senior Vice President, CFO and Treasurer

Athene Life Insurance Company of New York

By: /s/ Erik H. Askelsen

Name: Erik H. Askelsen

Title: Senior Vice President, General Counsel and Secretary

Signature Page - Amended and Restated Tax Allocation Agreement

EX-10.6

Exhibit 10.6

UNSECURED REVOLVING PROMISSORY NOTE

As of May 1, 2016

1.FOR VALUE RECEIVED, the undersigned companies listed on Attachment A hereto (each, a "Maker" and together, the "Makers"), HEREBY severally and not jointly promise to pay, in lawful money of the United States, to ATHENE USA CORPORATION(together with its registered successors and assigns, the "Holder"), on the earlier of May 1, 2021 and the date of demand for such repayment made by Holder to a Maker (such earlier date, the "Final Payment Date"), the "Maximum Principal Amount" (as defined below) or, if less, the aggregated unpaid principal amount of all advances made hereunder (the "Principal Balance") to such Maker, together with interest on the unpaid Principal Balance at the rate or rates provided below until payment in full thereof. This promissory note (the "Note") evidences and sets forth repayment terms related to the Principal Balance.

2.The Holder may at any time and from time to time until the Final Payment Date, in its sole discretion following the request of any Maker make advances to or on behalf of such Maker in lawful money of the United States in an aggregate amount outstanding at any time to all Makers not to exceed

$200,000,000 (such amount as may be in effect at any time, the "Maximum Principal Amount"). In addition, a Maker may at any time and from time to time, without premium or penalty, prepay all or a portion of its Principal Balance, along with all interest accrued and unpaid with respect to the amount of the Principal Balance so prepaid. Until the Final Payment Date, the Makers may borrow, repay and reborrow under this Section 2.

3.Interest shall accrue on the Principal Balance of each Maker from time to time outstanding at a rate per annum equal to 1 month LIBOR + 162.5 bps. Each Maker shall pay such interest in arrears quarterly on the last day of each March, June, September and December (each, an "Interest Payment Date"), on any day any portion of the Principal Balance is repaid or prepaid and on the Final Payment Date. In addition, such interest rate will increase on a compound basis by five percent (5%) per annum from and after the Final Payment Date or any earlier default in a Maker's obligations hereunder, and such increased rate shall remain in effect until the indebtedness of such Maker evidenced hereby is satisfied in full. The obligation of the Makers to pay interest on the Principal balance following the Final Payment Date shall not be construed as an agreement to extend the date that payment is due, nor as a waiver of any other right or remedy available to the Holder. Notwithstanding any provision of this Note to the contrary, the maximum rate of interest to be paid hereunder shall not exceed the maximum rate of interest permissible under applicable law. Any amount paid in excess of such rate shall be considered to have been payments in reduction of principal.

4.Interest on the Principal Balance shall be computed on the basis of a 360-day year and the actual days elapsed. In addition to interest on the Principal Balance as aforesaid, each Maker shall also pay (a) upon the request of the Holder in its discretion, all taxes assessed against the Holder on this Note or the debt evidenced hereby in respect such Maker, except for income or other similar taxes on income derived by the Holder from this Note, and (b) all costs, attorneys' and professionals' fees incurred by Holder in respect of such Maker in (i) any action to collect this Note, or (ii) in any controversy relating to this Note.

5.Notwithstanding anything herein to the contrary, if the date on which any payment hereunder is due is a Saturday, Sunday or legal holiday, such payment will not be delinquent if paid on the first day following such payment date which is not a Saturday, Sunday or legal holiday.

6.Both principal and interest hereunder are payable in lawful money of the United States of America to the depositary bank of the Holder in the United States as designated by the Holder from time to time for deposit in the depositary account of the Holder, in immediately available funds no later than 2:00 p.m. (New York City time) on the date such payments are due. Each advance made by the Holder to the Makers and all payments made on account of principal hereof, shall be recorded by each Maker in the "Register" referred to below in Section 13 and, prior to any transfer hereof, endorsed on the grid attached hereto which is as part of this Note: provided, however, that the failure to make a notation of any advance under or payment on the grid attached to this Revolving Note or in the Register shall not limit or otherwise affect the respective obligations of the Makers hereunder.

7.If a Maker shall fail to make payment of principal or interest when due hereunder, the obligations of such Maker evidenced by this Note shall, at the option of the Holder, and without notice or demand by the Holder, be immediately due and payable by such Maker, to the extent of the borrowing of each such Maker, and the Holder may pursue any and all other rights and remedies with respect to such Maker under this Note or any instrument related thereto and at law or in equity.

8.Any delay by Holder to exercise its rights and remedies hereunder, or partial exercise by Holder of such rights and remedies, shall not be construed as a waiver of any other right or remedy available to Holder.

9.This Note may be amended or modified, and any term of this Note may be waived, only by an agreement in writing signed by each Maker and the Holder and prior approval received from the Iowa Insurance Division and the Delaware Department of Insurance. Whenever possible each provision of this Note shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note.

10.This Note may be freely assigned by the Holder, pursuant to the transfer provisions set forth in Section 13 hereof.

11.The Makers and all others who may become liable for the payment of all or any part of this Note severally waive presentment and demand for payment, notice of dishonor, protest and notice of protest and nonpayment.

12.THIS NOTE SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF IOWA.

13.Notwithstanding anything to the contrary contained herein, this Note constitutes a general and unsecured obligation of each Maker, and the respective obligations and indebtedness of the Makers under this Note are several and not joint obligations of each Maker. The Holder's right to payment under this Note shall be senior in right of payment to the shareholders of the applicable Maker and in the event of liquidation of a Maker, full payment from such Maker hereunder shall be made before the holders of common or preferred stock shall become entitled to any distribution of the remaining assets of such Maker.

14.The Makers shall maintain or cause to be maintained a register (the "Register"} on which each Maker enters the name and address of the Holder as the registered owner of this Note, the principal amount thereof and the stated interest thereon; provided, however, that the failure to make a notation of any advance under or payment in the Register shall not limit or otherwise affect the obligation of each Maker hereunder. Each Maker hereby acknowledges and makes this Note a registered obligation for

federal income tax purposes. This Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register or by the surrender of this Note duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the Holder, whereupon one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Upon its receipt of an assignment and acceptance agreement executed by the Holder and an assignee, each Maker shall record the information contained therein in the Register. Prior to the registration of assignment or sale of this Note, each Maker shall treat the person in whose name this Note is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. The Register shall be available for inspection by the Makers and the Holder, at any reasonable time and from time to time upon reasonable prior notice. This Note may not at any time be endorsed to bearer.

15.The address of the Holder for notices received hereunder shall be: Athene USA Corporation, 7700 Mills Civic Parkway, West Des Moines, IA 50266, telephone: (515)-342-3691, Attention: David Attaway, or such other office as may be notified to the Makers from time to time.

16.The address of each Maker for notices received hereunder shall be: Athene Annuity & Life Assurance Company or Athene Annuity and Life Company or Athene Life Insurance Company or Athene Employee Services, LLC, 7700 Mills Civic Parkway, West Des Moines, IA 50266, telephone: (515)-342-3160, Attention: Erik Askelsen, or such other office as may be notified to the Holder from time to time.

17.The Holder shall provide notice to the Iowa Insurance Division and the Delaware Department of Insurance upon the termination of this Note.

{Signature Page Follows}

The Makers have executed this Note on the day and year first written above.

MAKERS

ATHENE ANNUITY & LIFE ASSURANCE COMPANY

By: /s/ Erin Kuhl

Name: Erin Kuhl

Title: Vice President, Controller

ATHENE ANNUITY AND LIFE COMPANY

By: /s/ Erik Askelsen

Name: Erik Askelsen

Title: SVP, General Counsel & Secretary

ATHENE LIFE INSURANCE COMPANY

By: /s/ John Golden

Name: John Golden

Title: Secretary

ATHENE EMPLOYEE SERVICES, LLC

By: /s/ Erin Kuhl

Name: Erin Kuhl

Title: Vice President, Controller

Accepted bv HOLDER:

ATHENE USA CORPORATION

By: /s/ David Attaway

David Attaway, SVP, CFO & Treasurer

ATTACHMENT A TO UNSECURED REVOLVING PROMISSORY NOTE

Dated as of May 1, 2016 MAKERS

Athene Annuity & Life Assurance Company

Athene Annuity and Life Company

Athene Life Insurance Company Athene Employee Services, LLC

ATTACHMENT B TO UNSECURED REVOLVING PROMISSORY NOTE

Dated as of

May 1, 2016

ADVANCES AND PAYMENTS OF PRINCIPAL IN RESPECT OF MAKER[ATHENE ANNUITY & LIFE ASSURANCE COMPANY]

DATE AMOUNT OFADVANCE AMOUNT OFPRINCIPAL PAID UNPAID PRINCIPAL BALANCE NOTATIONMADEBY

EX-10.8

Exhibit 10.8

NET WORTH MAINTENANCE AGREEMENT

This Net Worth Maintenance Agreement (this “Agreement”) is made effective as of the 1st day of October, 2013 (the “Effective Date”), by and between Athene Holding Ltd., an exempt corporation formed under the laws of the country of Bermuda (“Athene Holding”), for the benefit of Aviva Life and Annuity Company, an Iowa domiciled life insurance company (“ALAC”).

WHEREAS, Athene Holding controls ALAC, as the term “control” is defined in Section 521A.1 of the Iowa Insurance Code; and

WHEREAS, Athene Holding has agreed that, at all times ALAC is under Athene Holding’s control, as that term is so defined in Section 521A.1 of the Iowa Insurance Code, ALAC’s “total adjusted capital” will be maintained at the amount necessary for ALAC to maintain its “total adjusted capital” at a minimum of 200% of “company-action-level risk-based capital” (as those terms are defined in the insurance laws of the State of Iowa as of the Effective Date); and

WHEREAS, Athene Holding and ALAC desire to enter into this Agreement to provide support to ALAC in order to allow it to meet its obligations.

NOW THEREFORE, in consideration of the agreements and covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:

1.Capital and Surplus. Athene Holding agrees that it shall cause, at all times during the term of this Agreement, ALAC to have and maintain its “total adjusted capital” at a minimum of 200% of “company-action-level risk-based capital”, as those terms are defined in the insurance laws of the State of Iowa as of the Effective Date.

2.Dividend Payments Cannot Drop Company-Action-Level Risk-Based Capital Below 200%. Unless approved by the Iowa Insurance Division (the “Division”), ALAC will not pay any dividends if such dividend payment would cause its total adjusted capital to fall below 200% of its company-action-level risk-based capital. The portion (which may be all) of any dividend payment that would be prohibited by the preceding sentence is referred to herein as an “excess payment.” If an excess payment is made, Athene Holding agrees, upon written prior notice to Athene Holding by ALAC of such excess payment, to hold the excess payment in trust until the excess payment is returned to ALAC. Said excess payment shall be returned to ALAC promptly upon written notification and, in any event, within thirty (30) days of written notice to Athene Holding that ALAC’s total adjusted capital is less than 200% of its company-action-level risk-based capital. Athene Holding understands and agrees that certain dividends are subject to the prior written approval of the Division, pursuant to Section 521A.5 of the Iowa Insurance Code.

3.Performance on Demand. Athene Holding agrees to perform its obligations under this Agreement and to pay to the Division upon written demand all costs and expenses (including court costs and attorneys fees) incurred or expended by the Division in connection with the enforcement of this Agreement.

4.Binding Effect. If either party hereto fails to fulfill its obligations to the Division under this Agreement, each party stipulates to the authority of the Division to enforce the provisions of this Agreement in a Polk County, Iowa district court.

5.No Guarantee of Indebtedness. This Agreement is not, and shall not be construed as or deemed to constitute, an evidence of indebtedness or a direct or indirect guaranty by Athene Holding to any person of the payment of any indebtedness, or of any liability or obligation of any kind or character whatsoever, of ALAC.

6.Re-evaluation of ALAC. Athene Holding acknowledges and agrees that upon any default by Athene Holding under this Agreement, the Division may re-evaluate the financial condition, capitalization, reserve adequacy and prospects of ALAC as if ALAC were not affiliated with Athene Holding in any manner.

7.Term. This Agreement shall take effect as of the Effective Date and remain in effect until terminated by ALAC and Athene Holding in writing with the prior written consent or approval of the Division.

8.Notices. All notices, requests, consents, approvals and statements given in connection with this Agreement shall be in writing and, if properly addressed to the recipient, shall be deemed received (a) when delivered personally to the recipient; (b) when sent by electronic mail or electronic facsimile transmission if sent during business hours on a business day in the place of receipt and otherwise at the opening of business on the next business day in the place of receipt; or (c) two (2) business days after they are put in possession of the courier if sent by reputable express courier service. Notices shall be deemed to be properly addressed to a party if addressed to its address, facsimile number or electronic mail address, as applicable, set forth below.

If to ALAC:

Aviva Life and Annuity Company 7700 Mills Civic Parkway

West Des Moines, IA 50266-3862 Attention: General Counsel Facsimile:    (877) 522-2003

Email:    rich.cohan@avivausa.comIf to Athene Holding:

Athene Holding Ltd Chesney House

96 Pitts Bay Road Pembroke HM 08, Bermuda

Attention: Chief Legal Officer Facsimile: (441) 279-8401

E-mail:    tshanafelt@athene.bm

Any party hereto may change its address, facsimile number or electronic mail address, as applicable, for the purpose of this paragraph by informing the other party of the new address, facsimile number or electronic mail address.

9.Waivers and Amendments. No amendment or waiver of any provision of this Agreement nor consent to any departure by Athene Holding therefrom shall be effective unless the same shall be in writing and signed by the Division and Athene Holding. No failure on the part of the Division to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

10.No Third Party Beneficiaries. This Agreement is entered into for the benefit of the Division on behalf of holders of policies issued by ALAC and may be enforced only by the Division and its successors.

11.Assignment. This Agreement shall not be assigned by either of the parties hereto without the prior written approval of the other party and the Division. This Agreement shall be binding upon Athene Holding, its successors and assigns, and shall inure to the benefit of and be enforceable by the Division and its successors and assigns.

12.Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Iowa, without regard to its conflicts of law doctrine.

13.Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but all of which shall constitute one and the same instrument.

14.Headings. The headings in this Agreement have been inserted for convenience and do not constitute matter to be construed or interpreted in connection with this Agreement.

15.Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision, which shall be replaced with an enforceable provision close in intent and economic effect to the severed provision.

(Signature page follows.)

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement effective as of the Effective Date.

AVIVA LIFE AND ANNUITY COMPANY

By: /s/ Brenda J. Cushing

Name: Brenda J. Cushing

Title: EVP and CFO

ATHENE HOLDING LTD.

By: /s/ Grant Kvalheim

Name: Grant Kvalheim

Title: President

EX-10.1.1

Exhibit 10.1.1

CONFORMED COPY

SHARED SERVICES AND COST SHARING AGREEMENT

This SHARED SERVICES AND COST SHARING AGREEMENT (collectively with the attached schedules incorporated herein, this “Agreement”) is dated October 2, 2013 (the “Effective Date”), and is made by and among the following:

(i) ATHENE HOLDING LTD., a Bermuda exempted company (“AHL”);

(ii) ATHENE USA CORPORATION, an Iowa corporation (“AUSA”);

(iii) ATHENE LIFE RE LTD., a Bermuda exempted company (“ALRE”);

(iv) ATHENE BERMUDA EMPLOYEE COMPANY LTD., a Bermuda exempted company (“ABEC”);

(v) ATHENE IP HOLDING LTD., a Bermuda exempted company (“AIPH”);

(vi) ATHENE EMPLOYEE SERVICES, LLC, an Iowa limited liability company (“AES”);

(vii) ATHENE ANNUITY & LIFE ASSURANCE COMPANY, a Delaware corporation (“AA”);

(viii) ATHENE LIFE INSURANCE COMPANY, a Delaware corporation (“ALIC”);

(ix) INVESTORS INSURANCE CORPORATION, a Delaware corporation (“IIC”);

(x) AVIVA LIFE AND ANNUITY COMPANY, an Iowa corporation (“ALAC”);

(xi) STRUCTURED ANNUITY REINSURANCE COMPANY, an Iowa corporation (“STAR”);

(xii) AVIVA RE USA IV, INC., a Vermont-domiciled special purpose financial captive insurance company (“AUSAIV”); and

(xiii) ATHENE ASSET MANAGEMENT LLC, a Delaware limited liability company (“AAM”).

Each of AHL, AUSA, ALRE, ABEC, AIPH, AES, AA, ALIC, IIC, ALAC, STAR, AUSAIV and AAM shall be referred to individually as a “Party” and collectively as the “Parties.”

W I T N E S S E T H:

WHEREAS, each Party hereto is an affiliate of one another;

Exhibit 10.1.1

WHEREAS, each Party has certain personnel and/or resources which would be of value to the other Parties in connection with the performance of certain services relating to such Party’s business;

WHEREAS, each Party desires for such other Parties to make these personnel and/or resources available to other Parties in connection with the performance of such services under the terms of this Agreement; and

WHEREAS, the Parties desire that other affiliates have the ability to become a Party hereto from time to time in the future.

NOW, THEREFORE, the Parties hereto, intending to be legally bound, agree as follows:

1.Services.

(a)The term “Service Provider” shall mean any Party providing services to another Party hereunder, and the term “Service Recipient” shall mean any Party receiving services from another Party hereunder, in each case as the context may warrant. A Party may be both a Service Provider and a Service Recipient hereunder with respect to different services, and any services may be provided to one or more Parties hereunder. A Service Provider may provide services hereunder either directly or through its subsidiaries; provided, that any services provided through a Service Provider’s subsidiaries shall be subject to the provisions of Section 14hereof, except that the Service Recipient’s consent shall not be required.

(b)At the written request of a Service Recipient, each Service Provider shall make available to such Service Recipient the respective resources identified on Schedule A. Schedule A may be amended from time to time by mutual agreement of the Parties hereto.

(c)Each Service Provider agrees that in providing services hereunder, it shall use that degree of ordinary care and reasonable diligence that an experienced and qualified provider of similar services would use acting in like circumstances and experience in such matters and in accordance with the standards, practices, policies, procedures and guidelines (including, without limitation, tax operating guidelines, if any) it has established for its own business. Each Service Provider shall perform services according to such other standards and guidelines (including, without limitation, tax operating guidelines, if any) as may be mutually agreed upon by it and the Service Recipient. Each Service Provider shall comply with all laws, regulations, rules and orders applicable to, and where applicable co-operate with any regulator (including providing access to data and records) who has jurisdiction over, (i) the applicable Service Recipient with respect to the services provided hereunder and (ii) such Service Provider. Each Service Provider agrees to maintain sufficient facilities and trained personnel of the kind necessary to perform the services under this Agreement.

(d)In providing services hereunder which require the exercise of judgment by a Service Provider, such Service Provider shall perform such service in accordance with any standards and guidelines (including, without limitation, tax operating guidelines, if any) the Service Recipient develops and communicates to such Service Provider. In performing any

Exhibit 10.1.1

services hereunder, each Service Provider shall at all times act in a manner reasonably calculated to be in, or not opposed to, the best interests of the applicable Service Recipient.

(e)The performance of services by a Service Provider for any Service Recipient pursuant to this Agreement shall in no way impair the absolute control of the business and operations of such Service Provider or such Service Recipient by their respective Boards of Directors. Each Service Provider shall act hereunder so as to assure the separate operating and corporate identity of all Service Recipients. The business and operations of the Service Recipients shall at all times be subject to the direction and control of their respective management and Boards of Directors.

(f)Each Service Provider agrees that any and all personal contact or communication, both oral and written, with any Service Recipient’s policyholders, insureds, and beneficiaries will be done in the name of and on behalf of such Service Recipient. Further, each Service Provider agrees to use such Service Recipient’s letterhead for all such written communications.

2. Service Fees.

(a)Each Service Recipient agrees to reimburse a Service Provider for services and facilities provided by such Service Provider to such Service Recipient pursuant to this Agreement (i) at cost plus 5%, if (A) the Service Recipient is AUSA, AES, AA, ALIC, IIC, ALAC, STAR or AUSAIV (each, a “U.S. Subsidiary”) and the Service Provider is AHL, ALRE, ABEC, AIPH or (B) the Service Recipient is AHL, ALRE, ABEC, or AIPH and the Service Provider is a U.S. Subsidiary and (ii) otherwise, at cost; provided, that amounts payable by STAR pursuant to clauses (i) and (ii) above are subject to the limitations described in Section 6 of that certain letter agreement, dated as of October 2, 2013, among STAR, ALAC, AUSA, AHL and Aviva International Insurance Limited. The charge to a Service Recipient for such services and facilities shall include all direct and indirectly allocable expenses.

(b)The methods for allocating expenses to a Service Recipient shall be determined in accordance with the requirements prescribed in applicable insurance laws and regulations. Such methods shall be modified and adjusted by mutual written agreement where necessary or appropriate to reflect fairly and equitably the actual incidence of cost incurred by a Service Provider for the benefit of a Service Recipient.

(c)If a Service Recipient determines that the services performed hereunder are not satisfactory or that the fees charged are not in accordance with the terms and conditions of this Agreement, such Service Recipient is hereby authorized to withhold payment for such service until the matter in dispute is resolved or the fees charged are substantiated or adjusted appropriately. Adjustments for errors and a final settlement shall be made no more than sixty (60) days after this Agreement expires or terminates.

3.Accounting and Payments. Each Service Provider shall submit to each Service Recipient, within thirty (30) days following the end of each month (or such other period as the Parties may agree), a written statement of the amount estimated to be owed by such Service Recipient for services and the use of facilities pursuant to this Agreement in that month (or such other period as the Parties may agree), and each Service Recipient shall pay to any Service Provider within fifteen (15) days following receipt of such written statement the amount set forth in the statement. Within sixty (60) days following the end of each calendar quarter, each Service Provider shall submit to each Service Recipient a statement of actual apportioned expenses for the prior calendar quarter showing the basis for the apportionment of each item. Any Service Recipient may request a written statement from a Service Provider setting forth, in reasonable detail, the nature of the services rendered or expenses incurred and other relevant information to support the charge. Any difference, whether an underpayment or overpayment, between the amount of the estimated apportioned expenses paid by a Service Recipient and the amount of the actual apportioned expenses shall be paid to the Service Provider or the Service Recipient, as applicable, within fifteen (15) days following receipt of such statement of actual apportioned expenses.

4. Capacity of Personnel; Status of Facilities; Shared Employees.

(a)Whenever any Service Provider utilizes its personnel to perform services for a Service Recipient pursuant to this Agreement, such personnel shall at all times remain employees or independent contractors (or employees of independent contractors) of such Service Provider, subject solely to its direction and control. No Service Recipient shall have liability to any such persons for their welfare, salaries, fringe benefits, legally required employer contributions or tax obligations, except as provided in Section 4(c)hereof.

(b)No facility of any Service Provider used in performing services for, or subject to use by, any Service Recipient shall be deemed to be transferred, assigned, conveyed or leased by performance or use pursuant to this Agreement.

(c)To the extent that any person employed by a Party hereto serves as an officer or employee of any other Party hereto (each, a “Shared Employee”), a proportionate share of the direct and indirect salary and benefits of each such person (including, but not limited to, welfare, salaries, fringe benefits, legally required employer contributions and tax obligations) shall be allocated based on an estimate of time spent performing services on behalf of each such Party, and the charges for any such services, and accounting and payment therefor, shall be as provided for services otherwise performed under this Agreement.

5.Third-Party Contracts. A Service Provider may have existing relationships or agreements pursuant to which third parties provide services or equipment to it. Any Service Recipient may find that it is economically more beneficial to obtain such services or equipment from the third party under the terms and conditions available to such Service Provider. In that event, a Service Recipient may request that such Service Provider obtain certain services or equipment for the Service Recipient. In these instances, the actual costs, without any mark-up, will be accumulated and billed to the Service Recipient on a monthly basis in accordance with Section3, or at such other frequencies as the Parties may agree.

6.Term. This Agreement shall have an initial term of one year, starting on the Effective Date, and shall continue thereafter until terminated as provided in accordance with Section 7below.

7. Termination.

(a)Any Party may terminate this Agreement as to itself at any time and for any reason by providing the other Parties at least thirty (30) days’ prior written notice of its desired termination date; provided, however, that (i) any Party hereto may terminate this Agreement as to itself immediately upon the insolvency of another Party or the appointment of a conservator, liquidator or statutory successor of another Party and (ii) a non-breaching Party may terminate this Agreement as to itself upon any material breach of any material term of this Agreement by another Party, where such other Party fails to cure such breach within fifteen

(15) days following its receipt of written notice thereof.

(b)Any notice of termination shall be sent to all Parties hereto and the domiciliary insurance regulator of each Party which is an insurance company; provided, that this Agreement shall remain in full force and effect with respect to such other Parties unless and until any or all of such other Parties shall elect to terminate this Agreement.

(c)Upon any termination of this Agreement, all Service Providers shall provide such services as may be reasonably requested by any Service Recipient to provide for the orderly transition of the services provided hereunder to another service provider designated by such Service Recipient. Such Service Recipient shall reimburse each Service Provider at cost for the provision of any such transition services. In addition, any Service Recipient, upon ninety

(90) days’ prior written notice to any Service Provider, may terminate any one or more of the services to be furnished hereunder by such Service Provider to such Service Recipient. Any such partial termination with respect to specific services shall not be deemed to terminate this Agreement in its entirety or to affect the remaining Parties.

8.Offset. Any two (2) Parties may offset any amounts due one another from amounts that are to be paid one another under this Agreement.

9.Governing Law. The laws of the state of Iowa (without giving effect to its conflicts of law principles) govern all matters arising out of this Agreement.

10.Regulator Approval. This Agreement is subject to the prior approval or nondisapproval, as applicable, of the domiciliary insurance regulator of each Party which is an insurance company.

11.Amendments. This Agreement may not be altered or amended except by written agreement signed by all Parties and with the prior approval of the domiciliary insurance regulator of each Party which is an insurance company. Notwithstanding the foregoing, the Parties agree that other affiliates may become Parties hereto from time to time in the future without the necessity of an amendment by executing a joinder agreement agreeing to be bound by the terms and conditions of this Agreement. Copies of any such joinder agreement shall be provided to all other Parties to this Agreement.

12. Books and Records.

(a)All records, books and files established and maintained by any Service Provider by reason of its respective performance of services under this Agreement, which absent this Agreement would have been held by a Service Recipient, shall be deemed the property of such Service Recipient and shall be maintained in accordance with applicable law and regulation. Such records shall be available, during normal business hours, for inspection by a Service Recipient and anyone authorized by a Service Recipient. Copies of such records, books and files shall be delivered to a Service Recipient on demand. All such records, books and files shall be promptly transferred to a Service Recipient by a Service Provider upon termination of this Agreement.

(b)All Service Providers and Service Recipients shall maintain their own books, accounts and records in such a way as to disclose clearly and accurately the nature and detail of the transactions between them, including such accounting information as is necessary to support the reasonableness of charges under this Agreement, and such additional information as a Service Recipient may reasonably request for purposes of its internal book-keeping and accounting operations. Each Service Provider shall keep such books, records and accounts insofar as they pertain to the computation of charges hereunder available for audit, inspection and copying by a Service Recipient and persons authorized by a Service Recipient during all reasonable business hours.

(c)Each Service Recipient and persons authorized by it shall have the right, at a Service Recipient’s expense, to conduct an audit of the relevant books, records and accounts of a Service Provider upon giving reasonable notice of its intent to conduct such an audit. In the event of such audit, the Service Provider shall give to the party requesting the audit reasonable cooperation and access to all books, records and accounts necessary to audit during normal business hours.

13.Safeguarding Customer Information. In providing services hereunder, each Party shall implement appropriate security measures designed to meet the objectives of applicable insurance laws and regulations, including: (i) ensuring the confidentiality, security and integrity of the other Parties’ respective information regarding its clients’ nonpublic confidential information (“Customer Information”); (ii) protecting against anticipated threats or hazards to the security or integrity of Customer Information; and (iii) protecting against unauthorized access to or use of Customer Information. Each Service Provider shall adjust its information security program at the request of a Service Recipient for any relevant changes dictated by a Service Recipient’s assessments of risk around its Customer Information. Each Party agrees that during the term of this Agreement and thereafter, it shall not use, or permit any person or entity access to, any Customer Information except as permitted in connection with the performance of services hereunder. Each Party acknowledges that it shall be permitted to disclose Customer Information only to its employees, subcontractors, consultants and agents who have a need to know such information or otherwise in connection with its performance of its duties hereunder. In addition, a Party may disclose Customer Information if such disclosure is required by law or upon order of any competent court or law enforcement agency. This provision shall survive any termination of this Agreement for a period of seven (7) years.

14.Assignment. This Agreement may not be assigned by any Party hereto. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective successors and permitted assigns. Nothing herein shall be deemed to grant a Service Provider an exclusive right to provide services to any Service Recipient, and all Service Recipients retain the right to contract with any third party, affiliated or unaffiliated, for the performance of services or for the use of facilities that are the same as or similar to those being provided to a Service Recipient pursuant to this Agreement. All Service Providers retain the right to contract with any third party, affiliated or unaffiliated, for the performance of services or for the use of facilities that are the same as or similar to those provided by such Service Provider to a Service Recipient pursuant to this Agreement so long as such Service Provider is able to continue to meet all obligations, including any required service levels or standards, under this Agreement. A Service Provider, with a Service Recipient’s consent, shall have the right to subcontract with any third party, affiliated or unaffiliated, for the performance of services requested by such Service Recipient; provided, that the Service Provider shall remain responsible for the performance of services by any such subcontractors in accordance with the terms of this Agreement; and provided, further, that the charges for any such services subcontracted to an affiliate shall be determined on the basis described in Section 2.

15.Notices. All notices, statements or requests provided for in this Agreement shall be in writing and shall be deemed to have been given when delivered by hand or when sent by certified or registered mail, postage prepaid or overnight courier service or upon confirmation of transmission if sent by telecopier or e-mail in accordance with the notice details set forth on Schedule B, in each case, with a copy to:

Athene Asset Management LLC 841 Apollo Street, Suite 150

El Segundo, California 90245 Attention: Legal Department Telephone: (310) 698-4481

Facsimile: (310) 698-4492 E-mail: legal@athene.com

16.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

17.Entire Agreement. This Agreement, together with any attached schedules, constitutes the sole and entire agreement between the Parties relating to the subject matter hereof.

18.No Waiver. No delay or failure by any Party to exercise any of its rights or remedies hereunder shall operate as a waiver thereof.

[SIGNATURE PAGE FOLLOWS.]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized officers as of the date set forth in the introductory paragraph.

ATHENE HOLDING LTD.

By: /s/ Grant Kvalheim

Name: Grant Kvalheim

Title: President

ATHENE LIFE RE LTD.

By: /s/ Frank L. Gillis

Name: Frank L. Gillis

Title: Chief Executive Officer

ATHENE USA CORPORATION		ATHENE ANNUITY & LIFE ASSURANCE COMPANY
By:	/s/ Richard Cohan	By:	/s/ James R. Belardi
Name:	Richard Cohan	Name:	James R. Belardi
Title	EVP and General Counsel	Title	Chief Executive Officer
ATHENE LIFE INSURANCE COMPANY		INVESTORS INSURANCE CORPORATION
By:	/s/ Angelo Lombardo	By:	/s/ James M. Hassett
Name:	Angelo Lombardo	Name:	James M. Hassett
Title	Assistant Secretary	Title	Vice President
AVIVA LIFE AND ANNUITY COMPANY		STRUCTURED ANNUITY REINSURANCE COMPANY
By:	/s/ Brenda J. Cushing	By:	/s/ W. Jeffrey Heng
Name:	Brenda J. Cushing	Name:	W. Jeffrey Heng
Title	EVP and CFO	Title	SVP Actuarial
AVIVA RE USA IV, INC.		ATHENE ASSET MANAGEMENT LLC
By:	/s/ Jeffrey J. Heemstra	By:	/s/ James R. Belardi
Name:	Jeffrey J. Heemstra	Name:	James R. Belardi
Title	VP Tax Reporting	Title	Chief Executive Officer

Schedule A

SERVICES AVAILABLE FROM SERVICE PROVIDERS

1. Producer Management. A full range of services relating to master general agents, general agents, agents, brokers and other producers (collectively, “Producers”), which include, without limitation: (a) due diligence investigations of Producers and Producer practices; (b) developing alternative compensation, benefits and financing plans for Producers; (c) administering Producer licenses, contracts and compensation and maintaining a computer database reporting license and contract status; (d) providing Producer payroll services, including the calculation of commissions, generating electronic fund transfers and delivering checks; (e) supporting Producer communications; and (f) designing and implementing training programs, including training programs related to product features, insurance industry developments and legal compliance requirements.

2. Reinsurance and Underwriting. Reinsurance and underwriting services, which include, without limitation: (a) provide advice with respect to reinsurance retention limits; (b) provide advice with respect to the negotiation of reinsurance treaties; (c) provide advice and support with respect to the management of reinsurer relationships; (d) provide advice and assist in the development of appropriate underwriting guidelines; (e) review applications for conformity with underwriting criteria; (f) perform all underwriting pertaining to such applications; (g) identifying and engaging third party service providers (including, without limitation, fraud prevention and laboratories) utilized in the underwriting process; and (h) designate as ready for issue all policies and contracts which fall within each Service Recipient’s underwriting criteria. Each Service Recipient expressly understands that all underwriting decisions ultimately are the responsibility and subject to the control of such Service Recipient and its Board of Directors and management.

3. Human Resources. A full range of human resource services, which include, without limitation, corporate compensation, benefits, management development, payroll and general services. The corporate compensation function involves establishing compensation levels, administering benefit plans, and implementing salary programs. The benefits function revolves around policy setting, negotiating with vendors, administering retiree benefits and pay, and administering 401(k) and benefit programs. Management development involves the design and development of management training programs, internship programs, and corporate orientation. The payroll function includes account reconciliation, preparation of W-2s, preparation of paychecks, and a variety of other activities. General services include employee relations, recruiting, applicant review, hiring, orientation, and performance management.

4. Transportation. A full range of air transportation services, which include, without limitation, arranging for transportation and affiliate (including Service Recipients) usage of aircraft in which Service Provider owns a partial interest, if any. The aircraft are utilized for transporting personnel to various locations to conduct various business initiatives and operations.

5. Legal. A full range of legal services, which include, without limitation: (a) corporate governance; (b) contract structuring and review, including agent contracts and policy forms; (c) investment review; (d) litigation support, including agent and policyowner litigation; and

(e) regulatory and market conduct compliance. In connection with the handling, defense and settlement of any pending or threatened litigation or other claims involving more than one Party hereto (or the officers, directors and/or the employees of one or more Party hereto), the Service Provider may allocate among such Parties (i) any of the Service Provider’s service fees relating thereto, (ii) the fees and expenses of outside counsel and other experts, (iii) any settlement payments or advances of or reimbursements of costs or expenses made or to be made in connection with any indemnification relating thereto, and (iv) any settlement payments made or to be made, in such proportion as is appropriate to reflect the relative benefit received by each Party in connection with the underlying matter, as well as the relative fault of each Party in connection with such matter, taking into account any available insurance or rights to contractual indemnification from third parties.

6. Facilities Management. A full range of facilities management services, which include, without limitation, managing all of the facilities that Service Recipients occupy. This includes responsibility for planning, managing and administering leases, workspace allocations and designs, leasehold improvements, internal moves, and maintenance and security.

7. Tax. A full range of tax services, which include, without limitation: (a) planning and development of tax strategies; (b) research of the tax impact for transactions; (c) computation of tax accruals and expenses for financial reporting; (d) preparation and filing of federal, state and local tax returns; and (e) support for tax authorities’ examinations.

8. Audit Services. A full range of audit services, which include, without limitation: (a) internal audit activities, such as internal control, EDP and operational reviews; (b) coordination and assistance with external audits and regulatory examinations; and (c) compliance with rules and regulations surrounding accounting controls including applicable model audit rules and Sarbanes-Oxley.

9. Communications. A full range of communication services, which include, without limitation: (a) the preparation and publication of external communications, human resource recruiting materials, and training materials; (b) establishing and maintaining internal and external web sites; (c) all corporate communication with employees; and (d) coordinating the corporate conference center.

10. Printing and Supplies. A full range of printing services, which include, without limitation, internally or externally generated materials and mainframe computer reports, and a full range of supply and supplies management services, which include procurement of office and related supplies as well as promotional items for agents, customers, and employees.

11. Telecommunications. A full range of telecommunications services, which include, without limitation: (a) local and long-distance telephone service and cellular phone and “blackberry” service; (b) analyst/technician services; (c) clerical/switchboard assistance; and (d) installation services.

12. Mail and Delivery. A full range of mail and delivery services, which include, without limitation: (a) collecting and sorting mail; (b) scanning, imaging, and indexing insurance

policy information; (c) managing relationships with and procuring services of private, third party delivery services; and (d) other related activities.

13. Information Technology. A range of information technology services, which include, without limitation: (a) administering, maintaining and operating policy administration and other operating systems; (b) providing support for personal computer and network applications and users; and (c) offering computer programming services on a project basis.

14. Executive/ Strategic and Operations Management. A full range of management services, which include, without limitation: (a) strategic management services, including development and implementation of corporate-wide and line of business strategic plans; and (b) operations management services, including monitoring and analysis of corporate­wide, line of business and individual affiliate processes and results.

15. Records. A full range of record services, which include, without limitation, imaging, archiving and maintaining documents and records and also microfilming and storing policyholder information, and identifying and engaging third party service providers in connection with the same.

16. Sales and Market Development. A full range of sales and market development services, which include, without limitation: (a) advanced sales support; (b) convention planning and cost; (c) marketing communications and advertising; and (d) education and training.

17. Compliance. A full range of compliance services, which include, without limitation: (a) establishment, implementation, and monitoring of consistent sales practices through agent training, education, and standardization of forms and illustrations to comply with regulatory requirements and corporate objectives; (b) logging, researching, responding to and monitoring customer complaints; (c) logging, researching and responding to requests, inquiries and other correspondence from regulatory authorities; (d) managing market conduct and other regulatory examinations; (e) obtaining and maintaining required licenses; and (f) creating and administering anti-money laundering and privacy programs.

18. Administration Services. A full range of administrative services, which include, without limitation, administrative support for policy issuance, maintenance, and terminations. Included within these services are the following: (a) receiving and processing applications, amendments and riders; (b) generating physical policies, contracts, amendments and riders; (c) customer billing and maintaining and updating customer payment records; (d) responding to customer inquiries; (e) administering requested policy or contract modifications consistent with applicable underwriting guidelines; (f) claims processing (contestable and non-contestable) and agency services; and (g) paying benefits.

19. Product Management. A full range of product management services, which include, without limitation: (a) product development and design; (b) product performance monitoring; (c) modeling analysis; (d) pricing determination; (e) actuarial support of reinsurance programs; (f) illustration capabilities; and (g) support and policy filings for new and existing policies.

20. Actuarial and Corporate Valuation. A full range of actuarial and corporate valuation services, which include, without limitation: (a) actuarial support for the calculation of the amortization of deferred policy acquisition costs and acquired value of in-force; (b) actuarial analysis of financial reporting results; (c) financial reporting assistance; (d) financial management and planning activities; (e) expense analysis; (f) product profitability analysis; (g) cash flow testing; and (h) policy reserve establishment.

21. Financial Services and Accounting. A full range of financial services, which include, without limitation: (a) general, statutory and line of business accounting, and related financial reporting and filings; (b) reinsurance accounting and administration of nonaffiliated third party reinsurance agreements; (c) financial administration of incentive compensation programs; (d) analysis of actual to planned and historic statutory financial results; (e) investment accounting; (f) implementation, management and oversight of accounting systems and operations; (g) strategic financial services, including (i) budgeting, (ii) development and implementation of corporate-wide and line of business financial plans, (iii) financial analysis and (iv) monitoring and analysis of corporate-wide, line of business and individual affiliate financial results and profitability, including business intelligence and detailed sales reporting and analysis; and (h) services relating to maintenance of ratings, which include, without limitation, production of information for rating agencies on a periodic and ad hoc basis and modeling of assets and liabilities based on rating agency models and criterias.

22. Accounts Payable and Treasury. A full range of accounts payable and treasury services, which include, without limitation: (a) cash and liquidity management, including investments in short term cash equivalents; (b) cash planning, modeling and projections; (c) coordination between investment, liability and executive teams for cash requirements; (d) implementation and management of short term cash financing facilities; and (e) proper planning in connection with processing accounts payables and other third party liabilities.

23. Mergers, Acquisitions and Divestitures. A full range of corporate development services relating to mergers, acquisitions and divestiture activities, which include, without limitation, strategic, financial, legal and management activities related to the potential acquisition of, or mergers with, target companies or sales of existing companies or lines of business.

24. Risk Management. A full range of risk management services, which include, without limitation, identifying and managing potential market, financial, legal and other risks relating to assets, liabilities, operations, the applicable regulatory environment and other aspects of the business, including the modeling and hedging of such risks along with the probabilities of occurrence, and asset-liability matching and management.

25. Shareholder Activities. A full range of services relating to shareholder activities, which include, without limitation, capital raising and financial reporting and preparation and administration of shareholder meetings.

Schedule B

NOTICE DETAILS

Athene Holding Ltd. Chesney House 96 Pitts Bay Road P.O. Box HM 1386 Hamilton HM FX Bermuda Attention: Chief Legal Officer Telephone: +1 (441) 279-8414 Facsimile: +1 (441) 305-8414 E-mail: TShanafelt@AtheneLifeRe.bm	Athene USA Corporation 7700 Mills Civic Parkway West Des Moines, Iowa 50266 Attention: Richard C. Cohan Telephone: (515) 342-4588 Facsimile: (877) 522-2003 E-mail: rich.cohan@avivausa.com
Athene Life Re Ltd. Chesney House 96 Pitts Bay Road P.O. Box HM 1386 Hamilton HM FX Bermuda Attention: General Counsel Telephone: +1 (441) 279-8414 Facsimile: +1 (441) 305-8414 E-mail: TShanafelt@AtheneLifeRe.bm	Athene Annuity & Life Assurance Company 400 Brookfield Parkway Greenville, South Carolina 29607 Attention: President Telephone: (864) 609-1307 Facsimile: (864) 609-1049 E-mail: chip.smith@athene.com
Athene Life Insurance Company 211 E. Market Street New Albany, Indiana 47150 Attention: Steve Cernich Telephone: (812) 406-0313 Facsimile: (812) 725-8002 Email: steve.cernich@athene.com	Investors Insurance Corporation 400 Brookfield Parkway Greenville, South Carolina 29607 Attention: President Telephone: (864) 609-1307 Facsimile: (864) 609-1049 E-mail: chip.smith@athene.com
Aviva Life and Annuity Company 7700 Mills Civic Parkway West Des Moines, Iowa 50266 Attention: Richard C. Cohan Telephone: (515) 342-4588 Facsimile: (877) 522-2003 E-mail: rich.cohan@avivausa.com	Structured Annuity Reinsurance Company 7700 Mills Civic Parkway West Des Moines, Iowa 50266 Attention: Richard C. Cohan Telephone: (515) 342-4588 Facsimile: (877) 522-2003 E-mail: rich.cohan@avivausa.com

Aviva Re USA IV, Inc. 7700 Mills Civic Parkway West Des Moines, Iowa 50266 Attention: Richard C. Cohan Telephone: (515) 342-4588 Facsimile: (877) 522-2003 E-mail: rich.cohan@avivausa.com Athene Asset Management LLC 841 Apollo Street, Suite 150 El Segundo, California 90245 Attention: Legal Department Telephone: (310) 698-4481 Facsimile: (310) 698-4492 E-mail: legal@athene.com

EX-10.1.2

Exhibit 10.1.2

AMENDMENT ONE

TO

SHARED SERVICES AND COST SHARING AGREEMENT

This AMENDMENT ONE TO SHARED SERVICES AND COST SHARING AGREEMENT (this “Amendment”), by and among Aviva Life and Annuity Company, an Iowa-domiciled insurance company (“ALAC”), Athene Holding Ltd., a Bermuda exempted company (“AHL”), Athene USA Corporation (f/k/a Aviva USA Corporation), an Iowa corporation (“AUSA”), Athene Life Re Ltd., a Bermuda exempted company (“ALRE”), Athene Annuity & Life Assurance Company, a Delaware-domiciled insurance company (“Athene Annuity”), Athene Life Insurance Company, a Delaware-domiciled insurance company (“ALIC”), Athene Asset Management LLC, a Delaware limited liability company (“AAM”), Structured Annuity Reinsurance Company, an Iowa-domiciled insurance company (“STAR”), Investors Insurance Corporation, a Delaware-domiciled insurance company (“IIC”) and Aviva Re USA IV, Inc., a Vermont-domiciled special purpose financial captive insurance company (“AUSA IV”) is effective as of October 2, 2013, and amends that certain Shared Services and Cost Sharing Agreement, dated as of October 2, 2013 (as amended, modified or supplemented from time to time, the “Agreement”), by and among ALAC, AHL, AUSA, ALRE, Athene Annuity, AAM, ALIC, IIC, ALAC, STAR and AUSAIV. Each of ALAC, AHL, AUSA, ALRE, Athene Annuity, AAM, ALIC, IIC, STAR and AUSAIV shall be referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

WHEREAS, Schedule A to the Agreement sets forth the resources and services each Service Provider shall make available to each Service Recipient under the Agreement; and

WHEREAS, the parties desire to amend the Agreement to replace Schedule A in its entirety with the amended schedule attached hereto as Exhibit A.

NOW, THEREFORE, in consideration of the mutual promises and agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Amendment to Schedule A of the Agreement. Schedule A of the Agreement is hereby deleted and replaced in its entirety with the attached Exhibit A hereto.

2.Full Force and Effect. Except as specifically modified or amended by the terms of this Amendment, the Agreement and all provisions contained therein are, and shall continue, in full force and effect and are hereby ratified and confirmed.

Exhibit 10.1.2

3.Counterparts. This Amendment may be executed in any number of separate counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

4.Miscellaneous. This Amendment shall be binding upon the parties and their respective successors and assigns. This Amendment shall be governed by, and construed and enforced in accordance with, the laws in effect in the State of Iowa. This Amendment shall be deemed to be attached to, amend and become a part of the Agreement and the terms of the Agreement shall be amended, supplemented or modified by the terms of this Amendment as applicable.

*    *    *    *    *

Exhibit 10.1.2

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their respective duly authorized officers as of the date set forth in the introductory paragraph.

ATHENE HOLDING LTD.		ATHENE USA CORPORATION
By:	/s/ Grant Kvalheim	By:	/s/ Richard Cohan
Name:	Grant Kvalheim	Name:	Richard Cohan
Title	President	Title	EVP and General Counsel
ATHENE LIFE RE LTD.		ATHENE ANNUITY & LIFE ASSURANCE COMPANY
By:	/s/ Frank L. Gillis	By:	/s/ Guy Hudson Smith, III
Name:	Frank L. Gillis	Name:	Guy Hudson Smith, III
Title	Chief Executive Officer	Title	President
ATHENE LIFE INSURANCE COMPANY		ATHENE ANNUITY & LIFE ASSURANCE COMPANY, AS SUCCESSOR TO A MERGER WITH INVESTORS INSURANCE CORPORATION
By:	/s/ James R. Belardi	By:	/s/ Angelo Lombardo
Name:	James R. Belardi	Name:	Angelo Lombardo
Title	President	Title	Assistant Secretary
AVIVA LIFE AND ANNUITY COMPANY		STRUCTURED ANNUITY REINSURANCE COMPANY
By:	/s/ Brenda J. Cushing	By:	/s/ Matthew S. Easley
Name:	Brenda J. Cushing	Name:	Matthew S. Easley
Title	EVP, CFO & Treasurer	Title	Vice President
AVIVA RE USA IV, INC.		ATHENE ASSET MANAGEMENT LLC
By:	/s/ Jeffrey J. Heemstra	By:	/s/ James M. Hassett
Name:	Jeffrey J. Heemstra	Name:	James M. Hassett
Title	Vice President	Title	Executive Vice President

Exhibit A

(See attached.)

Schedule A

SERVICES AVAILABLE FROM SERVICE PROVIDERS

1. Producer Management. A full range of services relating to master general agents, general agents, agents, brokers and other producers (collectively, “Producers”), which include, without limitation: (a) due diligence investigations of Producers and Producer practices; (b) developing alternative compensation, benefits and financing plans for Producers; (c) administering Producer licenses, contracts and compensation and maintaining a computer database reporting license and contract status; (d) providing Producer payroll services, including the calculation of commissions, generating electronic fund transfers and delivering checks; (e) supporting Producer communications; and (f) designing and implementing training programs, including training programs related to product features, insurance industry developments and legal compliance requirements.

2. Reinsurance and Underwriting. Reinsurance and underwriting services, which include, without limitation: (a) provide advice with respect to reinsurance retention limits; (b) provide advice with respect to the negotiation of reinsurance treaties; (c) provide advice and support with respect to the management of reinsurer relationships; (d) provide advice and assist in the development of appropriate underwriting guidelines; (e) review applications for conformity with underwriting criteria; (f) perform all underwriting pertaining to such applications; (g) identifying and engaging third party service providers (including, without limitation, fraud prevention and laboratories) utilized in the underwriting process; and (h) designate as ready for issue all policies and contracts which fall within each Service Recipient’s underwriting criteria. Each Service Recipient expressly understands that all underwriting decisions ultimately are the responsibility and subject to the control of such Service Recipient and its Board of Directors and management.

3. Human Resources. A full range of human resource services, which include, without limitation, corporate compensation, benefits, management development, payroll and general services. The corporate compensation function involves establishing compensation levels, administering benefit plans, and implementing salary programs. The benefits function revolves around policy setting, negotiating with vendors, administering retiree benefits and pay, and administering 401(k) and benefit programs. Management development involves the design and development of management training programs, internship programs, and corporate orientation. The payroll function includes account reconciliation, preparation of W-2s, preparation of paychecks, and a variety of other activities. General services include employee relations, recruiting, applicant review, hiring, orientation, and performance management.

Exhibit A to Amendment One to Shared Services and Cost Sharing Agreement

4. Transportation. A full range of air transportation services, which include, without limitation, arranging for transportation and affiliate (including Service Recipients) usage of aircraft in which Service Provider owns a partial interest, if any. The aircraft are utilized for transporting personnel to various locations to conduct various business initiatives and operations.

5. Legal. A full range of legal services, which include, without limitation: (a) corporate governance; (b) contract structuring and review, including agent contracts and policy forms; (c) investment review; (d) litigation support, including agent and policyowner litigation; and (e) regulatory and market conduct compliance. In connection with the handling, defense and settlement of any pending or threatened litigation or other claims involving more than one Party hereto (or the officers, directors and/or the employees of one or more Party hereto), the Service Provider may allocate among such Parties (i) any of the Service Provider’s service fees relating thereto, (ii) the fees and expenses of outside counsel and other experts, (iii) any settlement payments or advances of or reimbursements of costs or expenses made or to be made in connection with any indemnification relating thereto, and (iv) any settlement payments made or to be made, in such proportion as is appropriate to reflect the relative benefit received by each Party in connection with the underlying matter, as well as the relative fault of each Party in connection with such matter, taking into account any available insurance or rights to contractual indemnification from third parties.

6. Facilities Management. A full range of facilities management services, which include, without limitation, managing all of the facilities that Service Recipients occupy. This includes responsibility for planning, managing and administering leases, workspace allocations and designs, leasehold improvements, internal moves, and maintenance and security.

7. Tax. A full range of tax services, which include, without limitation: (a) planning and development of tax strategies; (b) research of the tax impact for transactions; (c) computation of tax accruals and expenses for financial reporting; (d) preparation and filing of federal, state and local tax returns; and (e) support for tax authorities’ examinations.

8. Audit Services. A full range of audit services, which include, without limitation: (a) internal audit activities, such as internal control, EDP and operational reviews; (b) coordination and assistance with external audits and regulatory examinations; and (c) compliance with rules and regulations surrounding accounting controls including applicable model audit rules and Sarbanes-Oxley.

Exhibit A to Amendment One to Shared Services and Cost Sharing Agreement

9. Communications. A full range of communication services, which include, without limitation: (a) the preparation and publication of external communications, human resource recruiting materials, and training materials; (b) establishing and maintaining internal and external web sites; (c) all corporate communication with employees; and (d) coordinating the corporate conference center.

10. Printing and Supplies. A full range of printing services, which include, without limitation, internally or externally generated materials and mainframe computer reports, and a full range of supply and supplies management services, which include procurement of office and related supplies as well as promotional items for agents, customers, and employees.

11. Telecommunications. A full range of telecommunications services, which include, without limitation: (a) local and long-distance telephone service and cellular phone and “blackberry” service; (b) analyst/technician services; (c) clerical/switchboard assistance; and (d) installation services.

12. Mail and Delivery. A full range of mail and delivery services, which include, without limitation: (a) collecting and sorting mail; (b) scanning, imaging, and indexing insurance policy information; (c) managing relationships with and procuring services of private, third party delivery services; and (d) other related activities.

13. Information Technology. A range of information technology services, which include, without limitation: (a) administering, maintaining and operating policy administration and other operating systems; (b) providing support for personal computer and network applications and users; and (c) offering computer programming services on a project basis.

14. Executive/ Strategic and Operations Management. A full range of management services, which include, without limitation: (a) strategic management services, including development and implementation of corporate-wide and line of business strategic plans; and (b) operations management services, including monitoring and analysis of corporate­wide, line of business and individual affiliate processes and results.

15. Records. A full range of record services, which include, without limitation, imaging, archiving and maintaining documents and records and also microfilming and storing policyholder information, and identifying and engaging third party service providers in connection with the same.

Exhibit A to Amendment One to Shared Services and Cost Sharing Agreement

16. Sales and Market Development. A full range of sales and market development services, which include, without limitation: (a) advanced sales support; (b) convention planning and cost; (c) marketing communications and advertising; and (d) education and training.

17. Compliance. A full range of compliance services, which include, without limitation: (a) establishment, implementation, and monitoring of consistent sales practices through agent training, education, and standardization of forms and illustrations to comply with regulatory requirements and corporate objectives; (b) logging, researching, responding to and monitoring customer complaints; (c) logging, researching and responding to requests, inquiries and other correspondence from regulatory authorities; (d) managing market conduct and other regulatory examinations; (e) obtaining and maintaining required licenses; and (f) creating and administering anti-money laundering and privacy programs.

18. Administration Services. A full range of administrative services, which include, without limitation, administrative support for policy issuance, maintenance, and terminations. Included within these services are the following: (a) receiving and processing applications, amendments and riders; (b) generating physical policies, contracts, amendments and riders; (c) customer billing and maintaining and updating customer payment records; (d) responding to customer inquiries; (e) administering requested policy or contract modifications consistent with applicable underwriting guidelines; (f) claims processing (contestable and non-contestable) and agency services; and (g) paying benefits.

19. Product Management. A full range of product management services, which include, without limitation: (a) product development and design; (b) product performance monitoring; (c) modeling analysis; (d) pricing determination; (e) actuarial support of reinsurance programs; (f) illustration capabilities; and (g) support and policy filings for new and existing policies.

20. Actuarial and Corporate Valuation. A full range of actuarial and corporate valuation services, which include, without limitation: (a) actuarial support for the calculation of the amortization of deferred policy acquisition costs and acquired value of in-force; (b) actuarial analysis of financial reporting results; (c) financial reporting assistance; (d) financial management and planning activities; (e) expense analysis; (f) product profitability analysis; (g) cash flow testing; and (h) policy reserve establishment.

21. Financial Services and Accounting. A full range of financial services, which include, without limitation: (a) general, statutory and line of business accounting, and related financial reporting and filings; (b) reinsurance accounting and administration of nonaffiliated third party reinsurance agreements; (c) financial administration of incentive

Exhibit A to Amendment One to Shared Services and Cost Sharing Agreement

compensation programs; (d) analysis of actual to planned and historic statutory financial results; (e) investment accounting; (f) implementation, management and oversight of accounting systems and operations; (g) strategic financial services, including (i) budgeting, (ii) development and implementation of corporate-wide and line of business financial plans, (iii) financial analysis and (iv) monitoring and analysis of corporate-wide, line of business and individual affiliate financial results and profitability, including business intelligence and detailed sales reporting and analysis; and (h) services relating to maintenance of ratings, which include, without limitation, production of information for rating agencies on a periodic and ad hoc basis and modeling of assets and liabilities based on rating agency models and criterias.

22. Accounts Payable and Treasury. A full range of accounts payable and treasury services, which include, without limitation: (a) cash and liquidity management, including investments in short term cash equivalents; (b) cash planning, modeling and projections; (c) coordination between investment, liability and executive teams for cash requirements; (d) implementation and management of short term cash financing facilities; and (e) proper planning in connection with processing accounts payables and other third party liabilities.

23. Mergers, Acquisitions and Divestitures. A full range of corporate development services relating to mergers, acquisitions and divestiture activities, which include, without limitation, strategic, financial, legal and management activities related to the potential acquisition of, or mergers with, target companies or sales of existing companies or lines of business.

24. Risk Management. A full range of risk management services, which include, without limitation, identifying and managing potential market, financial, legal and other risks relating to assets, liabilities, operations, the applicable regulatory environment and other aspects of the business, including the modeling and hedging of such risks along with the probabilities of occurrence, and asset-liability matching and management.

25. Shareholder Activities. A full range of services relating to shareholder activities, which include, without limitation, capital raising and financial reporting and preparation and administration of shareholder meetings.

Exhibit A to Amendment One to Shared Services and Cost Sharing Agreement

EX-10.1.3

Exhibit 10.1.3

CONFORMED COPY

SHARED SERVICES AND COST SHARING AGREEMENT

This SHARED SERVICES AND COST SHARING AGREEMENT (collectively with the attached schedules incorporated herein, this “Agreement”) is dated October 2, 2013 (the “Effective Date”), and is made by and among the following:

(i) ATHENE HOLDING LTD., a Bermuda exempted company (“AHL”);

(ii) ATHENE USA CORPORATION, an Iowa corporation (“AUSA”);

(iii) ATHENE LIFE RE LTD., a Bermuda exempted company (“ALRE”);

(iv) ATHENE EMPLOYEE SERVICES, LLC, an Iowa limited liability company (“AES”);

(v) ATHENE ANNUITY & LIFE ASSURANCE COMPANY, a Delaware corporation (“AA”);

(vi) AVIVA LIFE AND ANNUITY COMPANY, an Iowa corporation (“ALAC”);

(vii) ATHENE ASSET MANAGEMENT LLC, a Delaware limited liability company (“AAM”);

(viii) PRESIDENTIAL LIFE INSURANCE COMPANY, a New York corporation (“PLIC”); and

(ix) AVIVA LIFE AND ANNUITY COMPANY OF NEW YORK, a New York corporation (“ALACNY”).

Each of AHL, AUSA, ALRE, AES, AA, ALAC, AAM, PLIC and ALACNY shall be referred to individually as a “Party” and collectively as the “Parties.”

W I T N E S S E T H:

WHEREAS, each Party hereto is an affiliate of one another;

WHEREAS, each of PLIC and ALACNY (each, a “New York Company” and together, the “New York Companies”) has certain personnel and/or resources which would be of value to each other and to the other Parties in connection with the performance of certain services relating to such Party’s business;

WHEREAS, each of AHL, AUSA, ALRE, AES, AA, ALAC and AAM (each, a “Non-NewYork Company” and together, the “Non-New York Companies”) has certain personnel and/or resources which would be of value to the New York Companies in connection with the performance of certain services relating to the New York Companies’ businesses;

Exhibit 10.1.3

WHEREAS, each Party desires to utilize such personnel and/or resources to provide and/or receive services under the terms of this Agreement; and

WHEREAS, the Parties desire that other affiliates have the ability to become a Party hereto from time to time in the future.

NOW, THEREFORE, the Parties hereto, intending to be legally bound, agree as follows:

1.Services.

(a)The term “Service Provider” shall mean (i) any New York Company, if such New York Company is providing services to another New York Company or any Non-New York Company hereunder or (ii) any Non-New York Company, if such Non-New York Company is providing services to a New York Company hereunder, in each case, as the context may warrant. The term “Service Recipient” shall mean (A) any Non-New York Company receiving services hereunder from a New York Company or (B) any New York Company, if the Service Provider is another New York Company or any Non-New York Company, in each case, as the context may warrant.

(b)A Party may be both a Service Provider and a Service Recipient hereunder with respect to different services, and any services may be provided to one or more Parties hereunder. A Service Provider may provide services hereunder either directly or through its subsidiaries; provided, that any services provided through a Service Provider’s subsidiaries shall be subject to the provisions of Section 16hereof, except that the Service Recipient’s consent shall not be required.

(c)At the written request of a Service Recipient, each Service Provider shall make available to such Service Recipient the respective resources identified on Schedule A. Schedule A may be amended from time to time by mutual agreement of the Parties hereto.

(d)Each Service Provider agrees that in providing services hereunder, it shall use that degree of ordinary care and reasonable diligence that an experienced and qualified provider of similar services would use acting in like circumstances and experience in such matters and in accordance with the standards, practices, policies, procedures and guidelines it has established for its own business. Each Service Provider shall perform services according to such other standards and guidelines as may be mutually agreed upon by it and the Service Recipient. Each Service Provider shall comply with all laws, regulations, rules and orders applicable to, and where applicable co-operate with any regulator (including providing access to data and records) who has jurisdiction over, (i) the applicable Service Recipient with respect to the services provided hereunder and (ii) such Service Provider. Each Service Provider agrees to maintain sufficient facilities and trained personnel of the kind necessary to perform the services under this Agreement.

(e)In providing services hereunder which require the exercise of judgment by a Service Provider, such Service Provider shall perform such service in accordance with any

Exhibit 10.1.3

standards and guidelines the Service Recipient develops and communicates to such Service Provider. In performing any services hereunder, each Service Provider shall at all times act in a manner reasonably calculated to be in, or not opposed to, the best interests of the applicable Service Recipient.

(f)The performance of services by a Service Provider for any Service Recipient pursuant to this Agreement shall in no way impair the absolute control of the business and operations of such Service Provider or such Service Recipient by their respective Boards of Directors. Each Service Provider shall act hereunder so as to assure the separate operating and corporate identity of all Service Recipients. The business and operations of the Service Recipients shall at all times be subject to the direction and control of their respective management and Boards of Directors.

(g)Each Service Provider agrees that any and all personal contact or communication, both oral and written, with any Service Recipient’s policyholders, insureds, and beneficiaries will be done in the name of and on behalf of such Service Recipient. Further, each Service Provider agrees to use such Service Recipient’s letterhead for all such written communications.

2. Service Fees.

(a)Each Service Recipient agrees to reimburse a Service Provider for services and facilities provided by such Service Provider to such Service Recipient pursuant to this Agreement (i) at cost plus 5%, if (A) the Service Recipient is a New York Company and the Service Provider is AHL or ALRE or (B) the Service Recipient is AHL or ALRE and the Service Provider is a New York Company, and (ii) otherwise, at cost. The charge to a Service Recipient for such services and facilities shall include all direct and indirectly allocable expenses.

(b)The methods for allocating expenses to a Service Recipient shall be determined in accordance with the requirements prescribed in applicable insurance laws and regulations. Such methods shall be modified and adjusted by mutual written agreement where necessary or appropriate to reflect fairly and equitably the actual incidence of cost incurred by a Service Provider for the benefit of a Service Recipient.

(c)If a Service Recipient determines that the services performed hereunder are not satisfactory or that the fees charged are not in accordance with the terms and conditions of this Agreement, such Service Recipient is hereby authorized to withhold payment for such service until the matter in dispute is resolved or the fees charged are substantiated or adjusted appropriately. Adjustments for errors and a final settlement shall be made no more than sixty

(60) days after this Agreement expires or terminates.

3.Accounting and Payments. Each Service Provider shall submit to each Service Recipient, within thirty (30) days following the end of each month (or such other period as the Parties may agree), a written statement of the amount estimated to be owed by such Service Recipient for services and the use of facilities pursuant to this Agreement in that month (or such other period as the Parties may agree), and each Service Recipient shall pay to any Service

Exhibit 10.1.3

Provider within fifteen (15) days following receipt of such written statement the amount set forth in the statement. Within sixty (60) days following the end of each calendar quarter, each Service Provider shall submit to each Service Recipient a statement of actual apportioned expenses for the prior calendar quarter showing the basis for the apportionment of each item. Any Service Recipient may request a written statement from a Service Provider setting forth, in reasonable detail, the nature of the services rendered or expenses incurred and other relevant information to support the charge. Any difference, whether an underpayment or overpayment, between the amount of the estimated apportioned expenses paid by a Service Recipient and the amount of the actual apportioned expenses shall be paid to the Service Provider or the Service Recipient, as

applicable, within fifteen (15) days following receipt of such statement of actual apportioned expenses.

4. Capacity of Personnel; Status of Facilities; Shared Employees.

(a)Whenever any Service Provider utilizes its personnel to perform services for a Service Recipient pursuant to this Agreement, such personnel shall at all times remain employees or independent contractors (or employees of independent contractors) of such Service Provider, subject solely to its direction and control. No Service Recipient shall have liability to any such persons for their welfare, salaries, fringe benefits, legally required employer contributions or tax obligations, except as provided in Section 4(c)hereof.

(b)No facility of any Service Provider used in performing services for, or subject to use by, any Service Recipient shall be deemed to be transferred, assigned, conveyed or leased by performance or use pursuant to this Agreement.

(c)To the extent that any person employed by a Party hereto serves as an officer or employee of any other Party hereto (each, a “Shared Employee”), a proportionate share of the direct and indirect salary and benefits of each such person (including, but not limited to, welfare, salaries, fringe benefits, legally required employer contributions and tax obligations) shall be allocated based on an estimate of time spent performing services on behalf of each such Party, and the charges for any such services, and accounting and payment therefor, shall be as provided for services otherwise performed under this Agreement.

5.Third-Party Contracts. A Service Provider may have existing relationships or agreements pursuant to which third parties provide services or equipment to it. Any Service Recipient may find that it is economically more beneficial to obtain such services or equipment from the third party under the terms and conditions available to such Service Provider. In that event, a Service Recipient may request that such Service Provider obtain certain services or equipment for the Service Recipient. In these instances, the actual costs, without any mark-up, will be accumulated and billed to the Service Recipient on a monthly basis in accordance with Section 3, or at such other frequencies as the Parties may agree.

6.Term. This Agreement shall have an initial term of one year, starting on the Effective Date, and shall continue thereafter until terminated as provided in accordance with Section 7below.

7. Termination.

Exhibit 10.1.3

(a)Any Party may terminate this Agreement as to itself at any time and for any reason by providing the other Parties at least thirty (30) days’ prior written notice of its desired termination date; provided, however, that (i) any Party hereto may terminate this Agreement as to itself immediately upon the insolvency of another Party or the appointment of a conservator, liquidator or statutory successor of another Party and (ii) a non-breaching Party may terminate this Agreement as to itself upon any material breach of any material term of this Agreement by another Party, where such other Party fails to cure such breach within fifteen

(15) days following its receipt of written notice thereof.

(b)Any notice of termination shall be sent to all Parties hereto and the domiciliary insurance regulator of each Party which is an insurance company; provided, that this Agreement shall remain in full force and effect with respect to such other Parties unless and until any or all of such other Parties shall elect to terminate this Agreement.

(c)Upon any termination of this Agreement, all Service Providers shall provide such services as may be reasonably requested by any Service Recipient to provide for the orderly transition of the services provided hereunder to another service provider designated by such Service Recipient. Such Service Recipient shall reimburse each Service Provider at cost for the provision of any such transition services. In addition, any Service Recipient, upon ninety

(90) days’ prior written notice to any Service Provider, may terminate any one or more of the services to be furnished hereunder by such Service Provider to such Service Recipient. Any such partial termination with respect to specific services shall not be deemed to terminate this Agreement in its entirety or to affect the remaining Parties.

8.Offset. Any two (2) Parties may offset any amounts due one another from amounts that are to be paid one another under this Agreement.

9.Governing Law. The laws of the state of New York (without giving effect to its conflicts of law principles) govern all matters arising out of this Agreement.

10.Regulator Approval. This Agreement is subject to the prior approval or nondisapproval, as applicable, of the domiciliary insurance regulator of each Party which is an insurance company.

11.Amendments. This Agreement may not be altered or amended except by written agreement signed by all Parties and with the prior approval of the domiciliary insurance regulator of each Party which is an insurance company. Notwithstanding the foregoing, the Parties agree that other affiliates may become Parties hereto from time to time in the future without the necessity of an amendment by executing a joinder agreement agreeing to be bound by the terms and conditions of this Agreement. Copies of any such joinder agreement shall be provided to all other Parties to this Agreement.

12. Books and Records.

(a)All records, books and files established and maintained by any Service Provider by reason of its respective performance of services under this Agreement, which absent

this Agreement would have been held by a Service Recipient, shall be deemed the property of such Service Recipient and shall be maintained in accordance with applicable law and regulation. Such records shall be available, during normal business hours, for inspection by a Service Recipient, anyone authorized by a Service Recipient, and any governmental agency that has regulatory authority over a Service Recipient’s business activities. Copies of such records, books and files shall be delivered to a Service Recipient on demand. All such records, books and files shall be promptly transferred to a Service Recipient by a Service Provider upon termination of this Agreement.

(b)All Service Providers and Service Recipients shall maintain their own books, accounts and records in such a way as to disclose clearly and accurately the nature and detail of the transactions between them, including such accounting information as is necessary to support the reasonableness of charges under this Agreement, and such additional information as a Service Recipient may reasonably request for purposes of its internal book-keeping and accounting operations. Each Service Provider shall keep such books, records and accounts insofar as they pertain to the computation of charges hereunder available for audit, inspection and copying by a Service Recipient and persons authorized by a Service Recipient or any governmental agency having jurisdiction over a Service Recipient during all reasonable business hours.

(c)Each Service Recipient and persons authorized by it or any governmental agency having jurisdiction over a Service Recipient shall have the right, at a Service Recipient’s expense, to conduct an audit of the relevant books, records and accounts of a Service Provider upon giving reasonable notice of its intent to conduct such an audit. In the event of such audit, the Service Provider shall give to the party requesting the audit reasonable cooperation and access to all books, records and accounts necessary to audit during normal business hours.

(d)All Service Providers shall maintain back-up records, which will be available to Service Recipients in the event of a disaster.

13. Accounting Services.

(a)A computer terminal, which is linked to the electronic system that generates the electronic records that constitute a Service Recipient’s books of account, shall be kept and maintained at a Service Recipient’s principal office. During all normal business hours, there shall be ready availability and easy access through such terminal (either directly by personnel of the domiciliary insurance regulator of such Service Recipient that is an insurance company or indirectly with the aid of such Service Recipient’s employees) to the electronic media used to maintain the records comprising a Service Recipient’s books of account. The electronic records shall be in a readable form.

(b)Each Service Provider shall maintain format integrity and compatibility of the electronic records that constitute a Service Recipient’s books of account. If the electronic system that created such records is to be replaced by a system with which the records would be incompatible, each Service Provider shall convert such pre-existing records to a format that is compatible with the new system.

(c)Each Service Provider shall maintain acceptable backup (in hard copy or another durable medium, as long as the means to access the durable medium is also maintained at a Service Recipient’s principal office) of the records constituting a Service Recipient’s books of account. Such backup shall be forwarded to the respective Service Recipients on a monthly basis.

14. Arbitration.

(a)Any controversy arising out of or in connection with this Agreement shall be settled by arbitration in the State of New York or any other mutually agreeable location in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, and any award rendered thereon shall be enforceable in any court of competent jurisdiction. Notwithstanding Section 9, any such arbitration and this Section 14shall be governed by Title 9 of the U.S. Code (Arbitration).

(b)The arbitration shall be conducted by three (3) independent and impartial arbitrators, one to be chosen by the Service Provider(s), one to be chosen by the Service Recipient(s) and the third by the two so chosen, all of whom shall be executive officers or retired officers of life insurance companies other than the Parties or any of their respective affiliates or subsidiaries.

(c)Unless the arbitrators decide otherwise, each Party will bear the expense of its own arbitration activities, including any outside attorney and witness fees, the Service Provider(s) and the Service Recipient(s), respectively, shall jointly bear the expense of their respective appointed arbitrator and all Parties to the arbitration will jointly bear the expense of the third arbitrator.

15. Safeguarding Customer Information.

(a)In providing services hereunder, each Party shall implement appropriate security measures designed to meet the objectives of applicable insurance laws and regulations, including: (i) ensuring the confidentiality, security and integrity of the other Parties’ respective information regarding its clients’ and applicants’ nonpublic confidential information (“CustomerInformation”); (ii) protecting against anticipated threats or hazards to the security or integrity of Customer Information; and (iii) protecting against unauthorized access to or use of Customer Information. Each Service Provider shall adjust its information security program at the request of a Service Recipient for any relevant changes dictated by a Service Recipient’s assessments of risk around its Customer Information and customer information systems. Each Party agrees that during the term of this Agreement and thereafter, it shall not use, or permit any person or entity access to, any Customer Information except as permitted in connection with the performance of services hereunder. Each Party acknowledges that it shall be permitted to disclose Customer Information only to its employees, subcontractors, consultants and agents who have a need to know such information or otherwise in connection with its performance of its duties hereunder. In addition, a Party may disclose Customer Information if such disclosure is required by law or upon order of any competent court or law enforcement agency.

(b)Each Party shall monitor from time to time its Customer Information systems for security breaches, violations and suspicious activity relating to the Customer Information. If a breach, violation or suspicious activity affecting the Customer Information is detected, the Party shall (i) notify the affected Parties promptly upon knowledge of such breach, violation or suspicious activity and (ii) fix or patch the security problem within a reasonable period of time.

(c)For a period of seven (7) years after the termination or expiration of this Agreement, each Party will maintain, and will provide the other Parties reasonable access to, system records and logs regarding the use of the Customer Information systems as contemplated by this Agreement. Each Party shall have the right to review and inspect such records upon thirty (30) days’ advance written notice and during reasonable business hours. Inspections permitted under this Section 15(c)shall occur no more frequently than once per year and shall be conducted under the supervision of the inspecting Party.

(d)Subject to a Party’s own security requirements, each Party shall allow the other Parties to conduct reasonable inspections of the Customer Information systems upon thirty

(30) days’ prior written notice and during reasonable business hours. Inspections permitted under this Section 15(d)shall occur no more frequently than once per year.

(e)Confirming evidence that a Service Provider has satisfied its obligations under this Section 15shall be made available, during normal business hours, for inspection by a Service Recipient, anyone authorized by a Service Recipient and any governmental agency that has regulatory authority over the Service Recipient’s business activities.

16.Assignment. This Agreement may not be assigned by any Party hereto. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective successors and permitted assigns. Nothing herein shall be deemed to grant a Service Provider an exclusive right to provide services to any Service Recipient, and all Service Recipients retain the right to contract with any third party, affiliated or unaffiliated, for the performance of services or for the use of facilities that are the same as or similar to those being provided to a Service Recipient pursuant to this Agreement. All Service Providers retain the right to contract with any third party, affiliated or unaffiliated, for the performance of services or for the use of facilities that are the same as or similar to those provided by such Service Provider to a Service Recipient pursuant to this Agreement so long as such Service Provider is able to continue to meet all obligations, including any required service levels or standards, under this Agreement. A Service Provider, with a Service Recipient’s consent, shall have the right to subcontract with any third party, affiliated or unaffiliated, for the performance of services requested by such Service Recipient; provided, that the Service Provider shall remain responsible for the performance of services by any such subcontractors in accordance with the terms of this Agreement; and provided, further, that the charges for any such services subcontracted to an affiliate shall be determined on the basis described in Section 2.

17.Notices. All notices, statements or requests provided for in this Agreement shall be in writing and shall be deemed to have been given when delivered by hand or when sent by certified or registered mail, postage prepaid or overnight courier service or upon confirmation of transmission if sent by telecopier or e-mail in accordance with the notice details set forth on Schedule B, in each case, with a copy to:

Athene Asset Management LLC 841 Apollo Street, Suite 150 El Segundo, California 90245 Attention: Legal Department Telephone: (310) 698-4481

Facsimile: (310) 698-4492 E-mail: legal@athene.com

18.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

19.Entire Agreement. This Agreement, together with any attached schedules, constitutes the sole and entire agreement between the Parties relating to the subject matter hereof.

20.No Waiver. No delay or failure by any Party to exercise any of its rights or remedies hereunder shall operate as a waiver thereof.

[SIGNATURE PAGE FOLLOWS.]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized officers as of the date set forth in the introductory paragraph.

ATHENE HOLDING LTD.

By: /s/ Grant Kvalheim

Name: Grant Kvalheim

Title: President

ATHENE LIFE RE LTD.

By: /s/ Frank L. Gillis

Name: Frank L. Gillis

Title: Chief Executive Officer

ATHENE USA CORPORATION		ATHENE ANNUITY & LIFE ASSURANCE COMPANY
By:	/s/ Richard Cohan	By:	/s/ James R. Belardi
Name:	Richard Cohan	Name:	James R. Belardi
Title	EVP and General Counsel	Title	Chief Executive Officer
AVIVA LIFE AND ANNUITY COMPANY		ATHENE ASSET MANAGEMENT LLC
By:	/s/ Brenda J. Cushing	By:	/s/ James R. Belardi
Name:	Brenda J. Cushing	Name:	James R. Belardi
Title	EVP and CFO	Title	Chief Executive Officer
PRESIDENTIAL LIFE INSURANCE COMPANY		AVIVA LIFE AND ANNUITY COMPANY OF NEW YORK
By:	/s/ Angelo Lombardo	By:	/s/ W. Jeffrey Heng
Name:	Angelo Lombardo	Name:	W. Jeffrey Heng
Title	Assistant Secretary	Title	SVP Actuarial

Schedule A

SERVICES AVAILABLE FROM SERVICE PROVIDERS

1. Producer Management. A full range of services relating to master general agents, general agents, agents, brokers and other producers (collectively, “Producers”), which include, without limitation: (a) due diligence investigations of Producers and Producer practices; (b) developing alternative compensation, benefits and financing plans for Producers; (c) administering Producer licenses, contracts and compensation and maintaining a computer database reporting license and contract status; (d) providing Producer payroll services, including the calculation of commissions, generating electronic fund transfers and delivering checks; (e) supporting Producer communications; and (f) designing and implementing training programs, including training programs related to product features, insurance industry developments and legal compliance requirements.

2. Reinsurance and Underwriting. Reinsurance and underwriting services, which include, without limitation: (a) provide advice with respect to reinsurance retention limits; (b) provide advice with respect to the negotiation of reinsurance treaties; (c) provide advice and support with respect to the management of reinsurer relationships; (d) provide advice and assist in the development of appropriate underwriting guidelines; (e) review applications for conformity with underwriting criteria; (f) perform all underwriting pertaining to such applications; (g) identifying and engaging third party service providers (including, without limitation, fraud prevention and laboratories) utilized in the underwriting process; and (h) designate as ready for issue all policies and contracts which fall within each Service Recipient’s underwriting criteria. Each Service Recipient expressly understands that all underwriting decisions ultimately are the responsibility and subject to the control of such Service Recipient and its Board of Directors and management.

3. Human Resources. A full range of human resource services, which include, without limitation, corporate compensation, benefits, management development, payroll and general services. The corporate compensation function involves establishing compensation levels, administering benefit plans, and implementing salary programs. The benefits function revolves around policy setting, negotiating with vendors, administering retiree benefits and pay, and administering 401(k) and benefit programs. Management development involves the design and development of management training programs, internship programs, and corporate orientation. The payroll function includes account reconciliation, preparation of W-2s, preparation of paychecks, and a variety of other activities. General services include employee relations, recruiting, applicant review, hiring, orientation, and performance management.

4. Transportation. A full range of transportation services, which include, without limitation, arranging for transportation and affiliate (including Service Recipients) usage of aircraft in which Service Provider owns a partial interest, if any. The aircraft are utilized for transporting personnel to various locations to conduct various business initiatives and operations.

5. Legal. A full range of legal services, which include, without limitation: (a) corporate governance; (b) contract structuring and review, including agent contracts and policy forms;

(c) investment review; (d) litigation support, including agent and policyowner litigation; and (e) regulatory and market conduct compliance. In connection with the handling, defense and settlement of any pending or threatened litigation or other claims involving more than one Party hereto (or the officers, directors and/or the employees of one or more Party hereto), the Service Provider may allocate among such Parties (i) any of the Service Provider’s service fees relating thereto, (ii) the fees and expenses of outside counsel and other experts, (iii) any settlement payments or advances of or reimbursements of costs or expenses made or to be made in connection with any indemnification relating thereto, and (iv) any settlement payments made or to be made, in such proportion as is appropriate to reflect the relative benefit received by each Party in connection with the underlying matter, as well as the relative fault of each Party in connection with such matter, taking into account any available insurance or rights to contractual indemnification from third parties.

6. Facilities Management. A full range of facilities management services, which include, without limitation, managing all of the facilities that Service Recipients occupy. This includes responsibility for planning, managing and administering leases, workspace allocations and designs, leasehold improvements, internal moves, and maintenance and security.

7. Tax. A full range of tax services, which include, without limitation: (a) planning and development of tax strategies; (b) research of the tax impact for transactions; (c) computation of tax accruals and expenses for financial reporting; (d) preparation and filing of federal, state and local tax returns; and (e) support for tax authorities’ examinations.

8. Audit Services. A full range of audit services, which include, without limitation: (a) internal audit activities, such as internal control, EDP and operational reviews; (b) coordination and assistance with external audits and regulatory examinations; and (c) compliance with rules and regulations surrounding accounting controls including applicable model audit rules and Sarbanes-Oxley.

9. Communications. A full range of communication services, which include, without limitation: (a) the preparation and publication of external communications, human resource recruiting materials, and training materials; (b) establishing and maintaining internal and external web sites; (c) all corporate communication with employees; and (d) coordinating the corporate conference center.

10. Printing and Supplies. A full range of printing services, which include, without limitation, internally or externally generated materials and mainframe computer reports, and a full range of supply and supplies management services, which include procurement of office and related supplies as well as promotional items for agents, customers, and employees.

11. Telecommunications. A full range of telecommunications services, which include, without limitation: (a) local and long-distance telephone service and cellular phone and “blackberry” service; (b) analyst/technician services; (c) clerical/switchboard assistance; and (d) installation services.

12. Mail and Delivery. A full range of mail and delivery services, which include, without limitation: (a) collecting and sorting mail; (b) scanning, imaging, and indexing insurance

policy information; (c) managing relationships with and procuring services of private, third party delivery services; and (d) other related activities.

13. Information Technology. A range of information technology services, which include, without limitation: (a) administering, maintaining and operating policy administration and other operating systems (including, without limitation, any systems that support the provision of any other services listed in this Schedule A); (b) providing support for personal computer and network applications and users (including, without limitation, maintaining network security); and (c) offering computer programming services on a project basis.

14. Executive/ Strategic and Operations Management. A full range of management services, which include, without limitation: (a) strategic management services, including development and implementation of corporate-wide and line of business strategic plans; and (b) operations management services, including monitoring and analysis of corporate­wide, line of business and individual affiliate processes and results.

15. Records. A full range of record services, which include, without limitation, imaging, archiving and maintaining documents and records and also microfilming and storing policyholder information, and identifying and engaging third party service providers in connection with the same.

16. Sales and Market Development. A full range of sales and market development services, which include, without limitation: (a) advanced sales support; (b) convention planning and cost; (c) marketing communications and advertising; and (d) education and training.

17. Compliance. A full range of compliance services, which include, without limitation: (a) establishment, implementation, and monitoring of consistent sales practices through agent training, education, and standardization of forms and illustrations to comply with regulatory requirements and corporate objectives; (b) logging, researching, responding to and monitoring customer complaints; (c) logging, researching and responding to requests, inquiries and other correspondence from regulatory authorities; (d) managing market conduct and other regulatory examinations; (e) obtaining and maintaining required licenses; and (f) creating and administering anti-money laundering and privacy programs.

18. Administration Services. A full range of administrative services, which include, without limitation, administrative support for policy issuance, maintenance, and terminations. Included within these services are the following: (a) receiving and processing applications, amendments and riders; (b) generating physical policies, contracts, amendments and riders; (c) customer billing and maintaining and updating customer payment records; (d) responding to customer inquiries; (e) administering requested policy or contract modifications consistent with applicable underwriting guidelines; (f) claims processing (contestable and non-contestable) and agency services; and (g) paying benefits.

19. Product Management. A full range of product management services, which include, without limitation: (a) product development and design; (b) product performance monitoring; (c) modeling analysis; (d) pricing determination; (e) actuarial support of reinsurance programs; (f) illustration capabilities; and (g) support and policy filings for new and existing policies.

20. Actuarial and Corporate Valuation. A full range of actuarial and corporate valuation services, which include, without limitation: (a) actuarial support for the calculation of the amortization of deferred policy acquisition costs and acquired value of in-force; (b) actuarial analysis of financial reporting results; (c) financial reporting assistance; (d) financial management and planning activities; (e) expense analysis; (f) product profitability analysis; (g) cash flow testing; and (h) policy reserve establishment.

21. Financial Services and Accounting. A full range of financial services, which include, without limitation: (a) general, statutory and line of business accounting, and related financial reporting and filings; (b) reinsurance accounting and administration of nonaffiliated third party reinsurance agreements; (c) financial administration of incentive compensation programs; (d) analysis of actual to planned and historic statutory financial results; (e) investment accounting; (f) implementation, management and oversight of accounting systems and operations; (g) strategic financial services, including (i) budgeting, (ii) development and implementation of corporate-wide and line of business financial plans, (iii) financial analysis and (iv) monitoring and analysis of corporate-wide, line of business and individual affiliate financial results and profitability, including business intelligence and detailed sales reporting and analysis; and (h) services relating to maintenance of ratings, which include, without limitation, production of information for rating agencies on a periodic and ad hoc basis and modeling of assets and liabilities based on rating agency models and criterias.

22. Accounts Payable and Treasury. A full range of accounts payable and treasury services, which include, without limitation: (a) cash and liquidity management, including investments in short term cash equivalents; (b) cash planning, modeling and projections; (c) coordination between investment, liability and executive teams for cash requirements; (d) implementation and management of short term cash financing facilities; (e) proper planning in connection with processing accounts payables and other third party liabilities; and (f) opening and maintenance of bank accounts..

23. Mergers, Acquisitions and Divestitures. A full range of corporate development services relating to mergers, acquisitions and divestiture activities, which include, without limitation, strategic, financial, legal and management activities related to the potential acquisition of, or mergers with, target companies or sales of existing companies or lines of business.

24. Risk Management. A full range of risk management services, which include, without limitation, identifying and managing potential market, financial, legal and other risks relating to assets, liabilities, operations, the applicable regulatory environment and other aspects of the business, including the modeling and hedging of such risks along with the probabilities of occurrence, and asset-liability matching and management.

25. Shareholder Activities. A full range of services relating to shareholder activities, which include, without limitation, capital raising and financial reporting and preparation and administration of shareholder meetings.

Schedule B

NOTICE DETAILS

Athene Holding Ltd. Chesney House 96 Pitts Bay Road P.O. Box HM 1386 Hamilton HM FX Bermuda Attention: Chief Legal Officer Telephone: +1 (441) 279-8414 Facsimile: +1 (441) 305-8414 E-mail: TShanafelt@AtheneLifeRe.bm	Athene USA Corporation 7700 Mills Civic Parkway West Des Moines, Iowa 50266 Attention: Richard C. Cohan Telephone: (515) 342-4588 Facsimile: (877) 522-2003 E-mail: rich.cohan@avivausa.com
Athene Life Re Ltd. Chesney House 96 Pitts Bay Road P.O. Box HM 1386 Hamilton HM FX Bermuda Attention: General Counsel Telephone: +1 (441) 279-8414 Facsimile: +1 (441) 305-8414 E-mail: TShanafelt@AtheneLifeRe.bm	Athene Annuity & Life Assurance Company 400 Brookfield Parkway Greenville, South Carolina 29607 Attention: President Telephone: (864) 609-1307 Facsimile: (864) 609-1049 E-mail: chip.smith@athene.com
Aviva Life and Annuity Company 7700 Mills Civic Parkway West Des Moines, Iowa 50266 Attention: Richard C. Cohan Telephone: (515) 342-4588 Facsimile: (877) 522-2003 E-mail: rich.cohan@avivausa.com	Athene Asset Management LLC 841 Apollo Street, Suite 150 El Segundo, California 90245 Attention: Legal Department Telephone: (310) 698-4481 Facsimile: (310) 698-4492 E-mail: legal@athene.com
Presidential Life Insurance Company 69 Lydecker Street Nyack, New York 10960 Attention: President Telephone: (864) 609-1307 Facsimile: (864) 609-1049 E-mail: chip.smith@athene.com	Aviva Life and Annuity Company of New York 7700 Mills Civic Parkway West Des Moines, Iowa 50266 Attention: Richard C. Cohan Telephone: (515) 342-4588 Facsimile: (877) 522-2003 E-mail: rich.cohan@avivausa.com

EX-10.1.4

Exhibit 10.1.4

AMENDMENT ONE

TO

SHARED SERVICES AND COST SHARING AGREEMENT

This AMENDMENT ONE TO SHARED SERVICES AND COST SHARING AGREEMENT (this “Amendment”), by and among Aviva Life and Annuity Company, an Iowa-domiciled insurance company (“ALAC”), Athene Holding Ltd., a Bermuda exempted company (“AHL”), Athene USA Corporation (f/k/a Aviva USA Corporation), an Iowa corporation (“AUSA”), Athene Life Re Ltd., a Bermuda exempted company (“ALRE”), Athene Annuity & Life Assurance Company, a Delaware-domiciled insurance company (“Athene Annuity”), Athene Asset Management LLC, a Delaware limited liability company (“AAM”), Athene Annuity & Life Assurance Company of New York (f/k/a Presidential Life Insurance Company), a New York-domiciled insurance company (“AANY”), and Aviva Life and Annuity Company of New York, a New York-domiciled insurance company (“ALACNY”),is effective as of October 2, 2013, and amends that certain Shared Services and Cost Sharing Agreement, dated as of October 2, 2013 (as amended, modified or supplemented from time to time, the “Agreement”), by and among ALAC, AHL, AUSA, ALRE, Athene Annuity, AAM, AANY and ALACNY. Each of ALAC, AHL, AUSA, ALRE, Athene Annuity, AAM, AANY and ALACNY shall be referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

WHEREAS, Schedule A to the Agreement sets forth the resources and services each Service Provider shall make available to each Service Recipient under the Agreement; and

WHEREAS, the parties desire to amend the Agreement to replace Schedule A in its entirety with the amended schedule attached hereto as Exhibit A.

NOW, THEREFORE, in consideration of the mutual promises and agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Amendment to Schedule A of the Agreement. Schedule A of the Agreement is hereby deleted and replaced in its entirety with the attached Exhibit A hereto.

2.Full Force and Effect. Except as specifically modified or amended by the terms of this Amendment, the Agreement and all provisions contained therein are, and shall continue, in full force and effect and are hereby ratified and confirmed.

3.Counterparts. This Amendment may be executed in any number of separate counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

4.Miscellaneous. This Amendment shall be binding upon the parties and their respective successors and assigns. This Amendment shall be governed by, and construed and enforced in accordance with, the laws in effect in the State of Iowa. This Amendment shall be deemed to be attached to, amend and become a part of the Agreement and the terms of the Agreement shall be amended, supplemented or modified by the terms of this Amendment as applicable.

*    *    *    *    *

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their respective duly authorized officers as of the date set forth in the introductory paragraph.

ATHENE HOLDING LTD.		ATHENE USA CORPORATION
By:	/s/ Grant Kvalheim	By:	/s/ Richard Cohan
Name:	Grant Kvalheim	Name:	Richard Cohan
Title	President	Title	EVP and General Counsel
ATHENE LIFE RE LTD.		ATHENE ANNUITY & LIFE ASSURANCE COMPANY
By:	/s/ Frank L. Gillis	By:	/s/ James R. Belardi
Name:	Frank L. Gillis	Name:	James R. Belardi
Title	Chief Executive Officer	Title	Chief Executive Officer
AVIVA LIFE AND ANNUITY COMPANY		ATHENE ASSET MANAGEMENT LLC
By:	/s/ Brenda J. Cushing	By:	/s/ James M. Hassett
Name:	Brenda J. Cushing	Name:	James M. Hassett
Title	EVP, CFO & Treasurer	Title	Executive Vice President
ATHENE ANNUITY & LIFE ASSURANCE COMPANY OF NEW YORK (F/K/A PRESIDENTIAL LIFE INSURANCE COMPANY)		AVIVA LIFE AND ANNUITY COMPANY OF NEW YORK
By:	/s/ Guy Hudson Smith, III	By:	/s/ Erik Askelsen
Name:	Guy Hudson Smith, III	Name:	Erik Askelsen
Title	President	Title	SVP & Associate GC

Exhibit A

(See attached.)

Schedule A

SERVICES AVAILABLE FROM SERVICE PROVIDERS

1. Producer Management. A full range of services relating to master general agents, general agents, agents, brokers and other producers (collectively, “Producers”), which include, without limitation: (a) due diligence investigations of Producers and Producer practices; (b) developing alternative compensation, benefits and financing plans for Producers; (c) administering Producer licenses, contracts and compensation and maintaining a computer database reporting license and contract status; (d) providing Producer payroll services, including the calculation of commissions, generating electronic fund transfers and delivering checks; (e) supporting Producer communications; and (f) designing and implementing training programs, including training programs related to product features, insurance industry developments and legal compliance requirements.

2. Reinsurance and Underwriting. Reinsurance and underwriting services, which include, without limitation: (a) provide advice with respect to reinsurance retention limits; (b) provide advice with respect to the negotiation of reinsurance treaties; (c) provide advice and support with respect to the management of reinsurer relationships; (d) provide advice and assist in the development of appropriate underwriting guidelines; (e) review applications for conformity with underwriting criteria; (f) perform all underwriting pertaining to such applications; (g) identifying and engaging third party service providers (including, without limitation, fraud prevention and laboratories) utilized in the underwriting process; and (h) designate as ready for issue all policies and contracts which fall within each Service Recipient’s underwriting criteria. Each Service Recipient expressly understands that all underwriting decisions ultimately are the responsibility and subject to the control of such Service Recipient and its Board of Directors and management.

3. Human Resources. A full range of human resource services, which include, without limitation, corporate compensation, benefits, management development, payroll and general services. The corporate compensation function involves establishing compensation levels, administering benefit plans, and implementing salary programs. The benefits function revolves around policy setting, negotiating with vendors, administering retiree benefits and pay, and administering 401(k) and benefit programs. Management development involves the design and development of management training programs, internship programs, and corporate orientation. The payroll function includes account reconciliation, preparation of W-2s, preparation of paychecks, and a variety of other activities. General services include employee relations, recruiting, applicant review, hiring, orientation, and performance management.

Exhibit A to Amendment One to Shared Services and Cost Sharing Agreement

4. Transportation. A full range of transportation services, which include, without limitation, arranging for transportation and affiliate (including Service Recipients) usage of aircraft in which Service Provider owns a partial interest, if any. The aircraft are utilized for transporting personnel to various locations to conduct various business initiatives and operations.

5. Legal. A full range of legal services, which include, without limitation: (a) corporate governance; (b) contract structuring and review, including agent contracts and policy forms; (c) investment review; (d) litigation support, including agent and policyowner litigation; and (e) regulatory and market conduct compliance. In connection with the handling, defense and settlement of any pending or threatened litigation or other claims involving more than one Party hereto (or the officers, directors and/or the employees of one or more Party hereto), the Service Provider may allocate among such Parties (i) any of the Service Provider’s service fees relating thereto, (ii) the fees and expenses of outside counsel and other experts, (iii) any settlement payments or advances of or reimbursements of costs or expenses made or to be made in connection with any indemnification relating thereto, and (iv) any settlement payments made or to be made, in such proportion as is appropriate to reflect the relative benefit received by each Party in connection with the underlying matter, as well as the relative fault of each Party in connection with such matter, taking into account any available insurance or rights to contractual indemnification from third parties.

6. Facilities Management. A full range of facilities management services, which include, without limitation, managing all of the facilities that Service Recipients occupy. This includes responsibility for planning, managing and administering leases, workspace allocations and designs, leasehold improvements, internal moves, and maintenance and security.

7. Tax. A full range of tax services, which include, without limitation: (a) planning and development of tax strategies; (b) research of the tax impact for transactions; (c) computation of tax accruals and expenses for financial reporting; (d) preparation and filing of federal, state and local tax returns; and (e) support for tax authorities’ examinations.

8. Audit Services. A full range of audit services, which include, without limitation: (a) internal audit activities, such as internal control, EDP and operational reviews; (b) coordination and assistance with external audits and regulatory examinations; and (c) compliance with rules and regulations surrounding accounting controls including applicable model audit rules and Sarbanes-Oxley.

Exhibit A to Amendment One to Shared Services and Cost Sharing Agreement

9. Communications. A full range of communication services, which include, without limitation: (a) the preparation and publication of external communications, human resource recruiting materials, and training materials; (b) establishing and maintaining internal and external web sites; (c) all corporate communication with employees; and (d) coordinating the corporate conference center.

10. Printing and Supplies. A full range of printing services, which include, without limitation, internally or externally generated materials and mainframe computer reports, and a full range of supply and supplies management services, which include procurement of office and related supplies as well as promotional items for agents, customers, and employees.

11. Telecommunications. A full range of telecommunications services, which include, without limitation: (a) local and long-distance telephone service and cellular phone and “blackberry” service; (b) analyst/technician services; (c) clerical/switchboard assistance; and (d) installation services.

12. Mail and Delivery. A full range of mail and delivery services, which include, without limitation: (a) collecting and sorting mail; (b) scanning, imaging, and indexing insurance policy information; (c) managing relationships with and procuring services of private, third party delivery services; and (d) other related activities.

13. Information Technology. A range of information technology services, which include, without limitation: (a) administering, maintaining and operating policy administration and other operating systems (including, without limitation, any systems that support the provision of any other services listed in this Schedule A); (b) providing support for personal computer and network applications and users (including, without limitation, maintaining network security); and (c) offering computer programming services on a project basis.

14. Executive/ Strategic and Operations Management. A full range of management services, which include, without limitation: (a) strategic management services, including development and implementation of corporate-wide and line of business strategic plans; and (b) operations management services, including monitoring and analysis of corporate­wide, line of business and individual affiliate processes and results.

15. Records. A full range of record services, which include, without limitation, imaging, archiving and maintaining documents and records and also microfilming and storing policyholder information, and identifying and engaging third party service providers in connection with the same.

Exhibit A to Amendment One to Shared Services and Cost Sharing Agreement

16. Sales and Market Development. A full range of sales and market development services, which include, without limitation: (a) advanced sales support; (b) convention planning and cost; (c) marketing communications and advertising; and (d) education and training.

17. Compliance. A full range of compliance services, which include, without limitation: (a) establishment, implementation, and monitoring of consistent sales practices through agent training, education, and standardization of forms and illustrations to comply with regulatory requirements and corporate objectives; (b) logging, researching, responding to and monitoring customer complaints; (c) logging, researching and responding to requests, inquiries and other correspondence from regulatory authorities; (d) managing market conduct and other regulatory examinations; (e) obtaining and maintaining required licenses; and (f) creating and administering anti-money laundering and privacy programs.

18. Administration Services. A full range of administrative services, which include, without limitation, administrative support for policy issuance, maintenance, and terminations. Included within these services are the following: (a) receiving and processing applications, amendments and riders; (b) generating physical policies, contracts, amendments and riders; (c) customer billing and maintaining and updating customer payment records; (d) responding to customer inquiries; (e) administering requested policy or contract modifications consistent with applicable underwriting guidelines; (f) claims processing (contestable and non-contestable) and agency services; and (g) paying benefits.

19. Product Management. A full range of product management services, which include, without limitation: (a) product development and design; (b) product performance monitoring; (c) modeling analysis; (d) pricing determination; (e) actuarial support of reinsurance programs; (f) illustration capabilities; and (g) support and policy filings for new and existing policies.

20. Actuarial and Corporate Valuation. A full range of actuarial and corporate valuation services, which include, without limitation: (a) actuarial support for the calculation of the amortization of deferred policy acquisition costs and acquired value of in-force; (b) actuarial analysis of financial reporting results; (c) financial reporting assistance; (d) financial management and planning activities; (e) expense analysis; (f) product profitability analysis; (g) cash flow testing; and (h) policy reserve establishment.

21. Financial Services and Accounting. A full range of financial services, which include, without limitation: (a) general, statutory and line of business accounting, and related financial reporting and filings; (b) reinsurance accounting and administration of nonaffiliated third party reinsurance agreements; (c) financial administration of incentive

Exhibit A to Amendment One to Shared Services and Cost Sharing Agreement

compensation programs; (d) analysis of actual to planned and historic statutory financial results; (e) investment accounting; (f) implementation, management and oversight of accounting systems and operations; (g) strategic financial services, including (i) budgeting, (ii) development and implementation of corporate-wide and line of business financial plans, (iii) financial analysis and (iv) monitoring and analysis of corporate-wide, line of business and individual affiliate financial results and profitability, including business intelligence and detailed sales reporting and analysis; and (h) services relating to maintenance of ratings, which include, without limitation, production of information for rating agencies on a periodic and ad hoc basis and modeling of assets and liabilities based on rating agency models and criterias.

22. Accounts Payable and Treasury. A full range of accounts payable and treasury services, which include, without limitation: (a) cash and liquidity management, including investments in short term cash equivalents; (b) cash planning, modeling and projections; (c) coordination between investment, liability and executive teams for cash requirements; (d) implementation and management of short term cash financing facilities; (e) proper planning in connection with processing accounts payables and other third party liabilities; and (f) opening and maintenance of bank accounts..

23. Mergers, Acquisitions and Divestitures. A full range of corporate development services relating to mergers, acquisitions and divestiture activities, which include, without limitation, strategic, financial, legal and management activities related to the potential acquisition of, or mergers with, target companies or sales of existing companies or lines of business.

24. Risk Management. A full range of risk management services, which include, without limitation, identifying and managing potential market, financial, legal and other risks relating to assets, liabilities, operations, the applicable regulatory environment and other aspects of the business, including the modeling and hedging of such risks along with the probabilities of occurrence, and asset-liability matching and management.

25. Shareholder Activities. A full range of services relating to shareholder activities, which include, without limitation, capital raising and financial reporting and preparation and administration of shareholder meetings.

Exhibit A to Amendment One to Shared Services and Cost Sharing Agreement

EX-10.4.1

Exhibit 10.4.1

AMENDED AND RESTATED

MASTER SUB-ADVISORY AGREEMENT

This Amended and Restated Master Sub-Advisory Agreement (this “Agreement”), effective as of April 1, 2014 (the “Effective Date”), is entered into by and among Athene Asset Management L.P., a Cayman Islands exempted limited partnership (the “Investment Manager”), Apollo Capital Management, L.P., a Delaware limited partnership (“ACM”), Apollo Global Real Estate Management, L.P., a Delaware limited partnership (“AGREM”), ARM Manager LLC, a Delaware limited liability company (“ARM”), Apollo Longevity, LLC, a Delaware limited liability company (“ALL”) and Apollo Emerging Markets, LLC, a Delaware limited liability company (“AEM”, and, together with ACM, AGREM, ARM and ALL the “Sub-Advisors”).

WHEREAS, the Investment Manager serves as investment manager to one or more accounts as may be designated by certain insurance companies (each a “Company”) from time to time and set forth on Schedule 1 attached hereto (as amended in accordance with Section 1(c) hereof), as subject to the Investment Manager’s management, pursuant to the Investment Management Agreement set forth opposite each Company’s name on Schedule 1 (each, an“Investment Management Agreement”), with authority to delegate any of its rights and obligations thereunder to one or more sub-advisors;

WHEREAS, the Investment Manager and the Sub-Advisors (other than AEM) previously entered into that certain Master Sub-Advisory Agreement, dated as of October 2, 2013 (the “Original Master Sub-Advisory Agreement”), pursuant to which the Investment Manager retained the Sub-Advisors (other than AEM), upon the terms and conditions set forth in the Original Master Sub-Advisory Agreement, to sub-advise an investment portfolio of one or more of such Company accounts (the portion of the accounts sub-advised by the Sub-Advisor, together with all additions, substitutions and alterations thereto, are individually referred to as an “Account” and, collectively, referred to herein as the “Accounts”);

WHEREAS, the Investment Manager desires to appoint AEM, to sub-advise the Investment Manager with respect to one or more Accounts, and AEM wishes to accept such appointment and join the this Agreement in accordance with the terms of this Addendum; and

WHEREAS, the Investment Manager and the Sub-Advisors desire to amend and restate the Original Master Sub-Advisory Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.Appointment of Sub-Advisors.

(a)From time to time, as the Investment Manager and the applicable Sub-Advisors shall agree, the Investment Manager shall designate and appoint one or more Sub-Advisors (acting individually or jointly as the parties may agree), on the terms and subject to the conditions set forth herein, as a sub-investment advisor for one or more Accounts with authority to make recommendations to the Investment Manager with respect to the investment and reinvestment of

the funds and assets of such Account or Accounts, and the Sub-Advisors (or any of them as the case may be) shall accept such appointment. In addition, the Investment Manager and one or more Sub-Advisors may execute an addendum governing the terms of the sub-advisory services to be provided with respect to any Company, which addendum may, among other things and subject to Section 3(a), supplement or modify the terms of this Agreement relating to such Company’s Account or Accounts (including, without limitation, terms relating to management services, investment guidelines and/or management fees) on terms mutually acceptable to the Investment Manager and the Sub-Advisors (or any of them as the case may be) (each such Addendum, including any schedules thereto, an “Addendum”). The parties intend that each Addendum shall be substantially in the form of the Master Sub-Advisory Agreement Addendum attached hereto as Exhibit A or as otherwise may be agreed upon among the applicable parties.

(b)From time to time, the Investment Manager may designate and appoint additional sub-advisors for one or more Accounts with authority to make recommendations to the Investment Manager with respect to the investment and reinvestment of the funds and assets of such Account or Accounts. Any such designation and appointment shall be effective upon the execution by the Investment Manager and such additional sub-advisor(s) of an Addendum setting forth the terms of the sub-advisory services to be provided by such sub-advisor(s). Following the execution of any such Addendum, each such additional sub-advisor shall be deemed to be a Sub-Advisor for all purposes of this Agreement.

(c)Within a reasonable time after the appointment or termination of any Sub-Advisor with respect to any particular Company, and after the execution of each Addendum, if any, Schedule 1 attached hereto shall be amended to reflect such appointment (by addition to such Schedule) or termination (by deletion from such Schedule), as the case may be, it being understood that Schedule 1 is solely for the convenience of the parties and shall not be evidence of, or precondition for, any such appointment or termination. The Sub-Advisors agree that Schedule 1 may be amended from time to time by the Investment Manager upon written notice to the Sub-Advisors for the purpose of adding additional insurance companies and/or accounts thereto, and, following any such amendment, (i) each such additional insurance company shall be deemed to be a Company for all purposes of this Agreement and (ii) each such additional account shall be deemed to be an Account for all purposes of this Agreement.

2.Management Services; Duties of and Restrictions on Sub-Advisors.

(a)For the avoidance of doubt and without limiting the generality of the powers conferred upon it by Section 1, the Sub-Advisors (or any of them as the case may be) shall be responsible for making recommendations for the investment and reinvestment of the assets of each Account. The Sub-Advisors shall make recommendations to the Investment Manager, and the Investment Manager shall approve or decline such recommendations in its sole discretion. The Sub-Advisors shall be responsible for facilitating execution (through third party brokers or other agents or as otherwise permitted hereby) of any approved investment recommendations in accordance with this Agreement and any instructions provided by the Investment Manager. For the avoidance of doubt, the Sub-Advisors may only execute (or facilitate execution of) transactions in an Account pursuant to this Agreement with the prior consent of the Investment Manager (subject

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to Section 2(k) below). The Investment Manager shall be responsible for ensuring that any transaction approved by the Investment Manager is permissible under any investment guidelines agreed upon between the Investment Manager and the applicable Company. Where the prior consent of the Investment Manager is required prior to the Sub-Advisor taking any action under this Agreement, the Investment Manager’s written or verbal consent (including consent by electronic mail) shall suffice, unless the express language of this Agreement requires the Investment Manager’s consent in writing, in which case only the signed consent of the Investment Manager shall suffice. Where verbal consent for a particular trade is given by the Investment Manager, and provided that the applicable Sub-Advisor provides normal documentary evidence of such trade on the trade date (i.e., via trade ticket, trade confirmation, trade blotter excerpt or similar means provided in the normal course), the Investment Manager’s consent with respect to such trade shall be deemed evidenced by the absence of the Investment Manager’s objection to such trade in writing (including by electronic mail) prior to the earlier of (i) the close of business on the second business day following the trade date and (ii) the settlement date.

(b)Subject to the other provisions of this Agreement, including, without limitation, Sections 2(a) and 2(h), the Sub-Advisors have authority: (i) to buy, sell, sell short, hold and trade, on margin or otherwise and in or on any market or exchange within or outside the United States or otherwise, securities convertible into preferred or common stock of domestic and foreign issuers, debt securities of domestic and foreign governmental issuers (including federal, state and municipal issuers) and domestic and foreign corporate issuers, investment company securities, money-market securities, partnership interests, mortgage- and asset- backed securities (including, without limitation, collateralized loan obligations and other collateralized debt obligations), foreign currencies and currency forwards, futures contracts and options thereon, bank and debtor-in-possession loans, trade receivables, repurchase and reverse repurchase agreements, commercial paper, other securities, futures and derivatives (including interest rate and currency swaps, swaptions, caps, collars and floors), rights and options on all of the foregoing and other investments, assets or property; and (ii) to effect such other investment transactions involving the assets in an Account’s name and solely for such Account, including without limitation, to execute swap, futures, options and other agreements with counterparties. Without the prior written consent of the Investment Manager, the Sub-Advisor shall not open or close any accounts on a Company’s behalf.

(c)With respect to each Account advised by such Sub-Advisor, such Sub-Advisor will have the authority to exercise any voting rights relating to assets of such Account. Upon receipt of the Investment Manager’s prior verbal or written consent, each Sub-Advisor shall be authorized to exercise rights, options, warrants, conversion privileges, and redemption privileges, and to tender securities pursuant to a tender offer, in each case, with respect to such Account. Each Sub-Advisor shall have the authority to exercise, on behalf of each Account managed by such Sub-Advisor, all rights, remedies and obligations associated with assets held in such Account. Each Sub-Advisor shall have the authority to execute trade confirmations, trade tickets, purchase orders, assignment agreements, engagement letters, amendments, forbearance agreements and all other documents related to the purchase, sale, amendment, restructuring or insolvency of assets of an Account managed by such Sub-Advisor; provided that, any exercise of such authority which would result in a conversion or transfer of an asset shall be subject to the prior verbal or written consent of the Investment Manager.

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(d)Subject to each respective Investment Management Agreement with respect to each Account, the Investment Manager may rebalance or reallocate assets among such Account in its discretion (or between the Accounts and any other accounts of any Company or other clients of the Investment Manager sub-advised by any Sub-Advisor) and will provide the Sub-Advisors (or any of them as the case may be) with notice of any such rebalancings or reallocations.

(e)The Sub-Advisors (or any of them as the case may be) will reasonably cooperate with the Investment Manager to the limited extent necessary for the Investment Manager to perform such ongoing due diligence reasonably relating to each Account and the Sub-Advisors as the Investment Manager reasonably deems necessary or advisable, provided, that such cooperation shall be at no cost or expense to the Sub-Advisors and any cost or expense associated therewith shall be paid by the Investment Manager.

(f)No Sub-Advisor may retain any sub-advisors or otherwise delegate any of its obligations under this Agreement with respect to each Account managed by such Sub-Advisor without the prior written consent of the Investment Manager; provided that each Sub-Advisor may delegate any of its obligations to its affiliates without the prior consent of the Investment Manager; and providedfurther that, notwithstanding any delegation permitted pursuant to this Section 2(f), such Sub-Advisor shall always remain responsible to the Investment Manager for such Sub-Advisor’s obligations hereunder with respect to such Company’s Account.

(g)With the written consent of the Investment Manager, each Sub-Advisor shall have the authority to engage such attorneys, accountants and other professionals or advisors as may be necessary or advisable in the discharge of its duties and obligations under this Agreement.

(h)Unless otherwise allowed by an Addendum with respect to a particular Company, none of the Sub-Advisors shall enter into, whether in the name, and on behalf, of any Company or otherwise, any over-the-counter, exchange-traded and other derivative transactions (including any and all contracts or agreements related thereto) in respect of any Accounts without the prior written consent of the Investment Manager (which written consent may be conveyed via electronic mail).

(i)None of the Sub-Advisors shall make a claim for exemption from U.S. withholding tax to the U.S. Internal Revenue Service on the basis that income of any Company is effectively connected with the conduct of a trade or business in the United States, nor shall any Sub-Advisor file a U.S. Internal Revenue Service Form W8-ECI (or any successor form) on behalf of any Company with any withholding agent.

(j)Each Sub-Advisor shall promptly notify the Investment Manager upon its actual knowledge of the occurrence of any event which in the reasonable opinion of such Sub-Advisor would have a materially adverse impact on the ability of such Sub-Advisor to manage each Account sub-advised by such Sub-Advisor.

(k)Notwithstanding anything to the contrary contained herein, the Investment Manager may enter into an arrangement with a Sub-Advisor, either pursuant to an Addendum or other written arrangement, whereby the Sub-Advisor would have discretion with respect to certain

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transactions other than as set forth in Section 2(a), such as to execute certain transactions for the Accounts without seeking prior consent from the Investment Manager so long as they fit within certain prescribed guidelines or a particular set of issuers, or some other similar agreement; provided that the Investment Manager may revoke such investment discretion at any time upon notice to such Sub-Advisor.

(l)Each Sub-Advisor agrees to use reasonable best efforts to cause its portfolio managers to trade within the Investment Manager’s systems environment, including staging such trades prior to execution.

(m)Each Sub-Advisor and the Investment Manager agree to use commercially reasonable efforts to develop an investment policy statement (an “Investment Policy Statement”) mutually agreed upon by such Sub-Advisor and the Investment Manager with respect to such Sub-Advisor’s asset class and such Investment Policy Statement shall generally include, without limitation, policy statements with respect to such Sub-Advisor’s investment strategy, applicable index (“Index”), investment objectives (including benchmarks), investment constraints and reporting procedures (provided that such reporting procedures shall comply with Section 15 below).

3.Compensation; Expenses.

(a)Except as otherwise set forth in any Addendum entered into in respect of any Account, the Investment Manager agrees to pay the Sub-Advisors a management fee (“Management Fee”) for the services provided pursuant to this Agreement, calculated and paid (A) with respect to each Sub-Advisor, other than with respect to third party CLO equity managed accounts, in accordance with Schedule 2-1 attached hereto (as amended from time to time), (B) with respect to assets purchased by ALL prior to the Effective Date, in accordance with Schedule 2-2 attached hereto (as amended from time to time), (C) with respect to third party CLO equity managed accounts, in accordance with Schedule 2-3 hereto (as amended from time to time). The Management Fee described in Schedule 2-1 and Schedule 2-3, respectively, shall be allocated among the Sub-Advisors as such Sub-Advisors shall determine. Such Management Fee may be amended by an Addendum signed by the Investment Manager and the applicable Sub-Advisor without the consent of the Iowa Insurance Division (the “Division”), provided that such amended Management Fee shall be reimbursed to the Investment Manager by the applicable Company only to the extent such Management Fees have been approved by the Division.

(b)Each Sub-Advisor will be responsible for all fees and expenses incurred by it in performing its obligations under this Agreement except, for the avoidance of doubt, Account Trading and Investment Expenses, which shall be paid by each respective Company out of the assets of the Account of such Company.

(c)For purposes of this Agreement, “Account Trading and Investment Expenses” shall mean all brokerage fees, brokerage commissions and all other brokerage transaction costs, stock borrowing and lending fees, interest on cash balances, custodial fees, reasonable transaction legal expenses, regulatory fees or taxes payable in respect of the Account, professional expenses (including fees in connection with the use of proxy voting services) and any other fees

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and expenses related to the trading and investment activity of the Account as determined by the Sub-Advisors in good faith; provided that such fees and expenses are not duplicative of any services provided by the Investment Managers or agents, brokers, advisors or professionals engaged in any capacity by the Investment Manager.

4.Custodian.

(a)The assets of each Account shall be held by a trustee, custodian or securities intermediary that is a “qualified custodian” as defined in Rule 206(4)–2 under the Investment Advisers Act of 1940 duly appointed by each Company (the “Custodian”), and each Sub-Advisor is authorized to give instructions to the Custodian, in writing, with respect to all investment decisions regarding each Account managed by such Sub-Advisor. Nothing contained herein shall be deemed to authorize the Sub-Advisors to take or receive physical possession of any of the assets for the Account and no Sub-Advisor shall have custody or possession of any such assets, it being intended that sole responsibility for safekeeping thereof (in such investments as the Investment Manager or the Sub-Advisors may direct) and the consummation of all purchases, sales, deliveries and investments made pursuant to such Sub-Advisor’s direction shall rest upon the Custodian. The Custodian may be changed with respect to any Company’s Account from time to time upon the written instructions of such Company, subject to any required consents.

(b)Except as expressly provided herein, a Sub-Advisor may not withdraw or substitute funds or other assets from any Account managed by it without the approval of the Custodian (which approval may be subject to the further approval of the applicable Company (as the case may be) and/or the Investment Manager).

(c)Each Company shall instruct the Custodian to send the Investment Manager and the Sub-Advisors (or any of them as the case may be) duplicate copies of all Account statements given to such Company by the Custodian.

5.Brokerage. The Sub-Advisors may designate the brokers or dealers through whom all purchases and sales on behalf of each Account will be made. To the extent permitted by applicable law, such brokers or dealers may include affiliates of the Sub-Advisors. The Sub-Advisors will determine the rate or rates, if any, to be paid for brokerage services provided to each Account. In selecting brokers or dealers to effect transactions on behalf of any Account, the Sub-Advisors, subject to their overall duty to obtain “best execution” of Account transactions, will have authority to and may consider the full range and quality of the ability of the brokers or dealers to execute transactions efficiently, their responsiveness to each Sub-Advisor’s instructions, their facilities, reliability and financial responsibility and the value of any research or other services or products they provide. None of the Sub-Advisors will be obligated to seek in advance competitive bidding for the most favorable commission rate applicable to any particular transaction for any Account or to select any broker-dealer on the basis of its purported posted commission rate. As long as the services or other products provided by a particular broker or dealer (whether directly or through a third party) qualify as “brokerage and research” services within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended (and relevant Securities and Exchange Commission (“SEC”) interpretations of that section) and the Sub-Advisors (or any of them as the case may be) determine in good faith that the amount of commission charged by such broker or

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dealer is reasonable in relation to the value of such “brokerage and research services,” the Sub-Advisors (or any of them as the case may be) may utilize the services of that broker or dealer to execute transactions for each Account on an agency basis even if (i) such Account would incur higher transaction costs than it would have incurred had another broker or dealer been used and (ii) such Account does not necessarily benefit from the research or products provided by that broker or dealer.

6.Limitation of Liability.

(a)None of the Sub-Advisors guarantee the future performance of any Account or any specific level of performance, the success of any investment decision or strategy that any Sub-Advisor may use, or the success of any Sub-Advisor’s overall management of any Account. None of the Sub-Advisors provide any express or implied warranty as to the performance or profitability of the Account nor any part thereof nor that any specific investment objectives will be successfully met. Investment decisions made by any Sub-Advisor on behalf of any Account managed by such Sub-Advisor are subject to various market, currency, economic, political and business risks, and those investment decisions will not always be profitable. The Sub-Advisors shall be severally and not jointly liable for their respective obligations and liabilities under this Agreement.

(b)To the maximum extent permitted by law, none of the Sub-Advisors, any affiliate of the Sub-Advisors or any member, partner, shareholder, principal, director, officer, employee or agent of the Sub-Advisors or any such affiliate (each, a “Sub-Advisor Party”) shall be liable for any loss, liability or damage (including attorney’s fees and other related expenses) (“Losses”) resulting from: (i) any act or failure to act by the Custodian, any administrator or any broker or dealer; or (ii) any act or omission by any Sub-Advisor or any permitted Sub-Advisor in connection with the performance of its services under this Agreement (including any Addendum hereto), except in cases of willful misconduct, gross negligence, bad faith or reckless disregard by any Sub-Advisor or any permitted Sub-Advisor of its obligations and duties under this Agreement (including any Addendum hereto). Except as expressly set forth above, none of the Sub-Advisors shall have liability for any Losses suffered, and shall be fully indemnified by the Investment Manager for any Losses it may suffer, as the result of any actions it takes or does not take based on instructions or permissions received from any of the authorized persons of the Investment Manager reasonably believed by such Sub-Advisor to be genuine. Each Sub-Advisor may consult with legal counsel at its cost and expense (without limiting the reimbursement provisions set forth in this Agreement, including those set forth in Section 3(b)) concerning any question which may arise with reference to this Agreement or its duties hereunder, and the opinion of such counsel shall be full and complete protection with respect to, and none of the Sub-Advisors shall have liability for any Losses suffered as a result of, any action taken or suffered by any Sub-Advisor hereunder in good faith and in accordance with the opinion of such counsel. Under no circumstances shall any Sub-Advisor be liable for any special, incidental, exemplary, consequential, punitive, lost profits or indirect damages.

(c)The federal and state securities laws may impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement will

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waive or limit any rights that the Investment Manager or any Company may have under those laws.

7.Termination.

(a)    The terms and provisions of this Agreement shall apply to all transactions from the date of this Agreement and this Agreement shall continue in effect until terminated by the Investment Manager on the one hand, or the Sub-Advisors on the other hand, without penalty, by the terminating party giving written notice to the other party in writing which will take effect 30 days after the date on which notice is received by the other party or such later date as such notice specifies (which shall not exceed 90 days from the date of such notice) or such earlier date as the other party may agree. In addition, this Agreement may be terminated by:

(i)    the Investment Manager with respect to any particular Sub-Advisor in the event of: (A) a material breach by such Sub-Advisor; (B) bankruptcy or insolvency by such Sub-Advisor; or (C) the inability of such Sub-Advisor for regulatory reasons to perform its services hereunder; and

(ii)    the Sub-Advisors in the event of: (A) a material breach by the Investment Manager; (B) bankruptcy or insolvency by the Investment Manager; or (C) the inability of the Investment Manager for regulatory reasons to perform its services hereunder.

(b)    Notwithstanding anything in this Agreement to the contrary, (a) the Investment Manager may suspend all trading in any Account upon 2 business days’ prior written notice to the Sub-Advisors (or any of them, as the case may be) for any or no reason and (b) this Agreement shall automatically terminate upon the termination of the last remaining Investment Management Agreement with respect to the applicable Account listed on Schedule 1.

(c)    Upon receipt of a termination notice from the Investment Manager, or delivery of a termination notice by any Sub-Advisor, such Sub-Advisor shall, at the reasonable request of the Investment Manager, continue to perform its functions under this Agreement or in respect of such terminated Account, and shall be entitled to receive the requisite portion of any fees due (including Management Fees) until a successor has been appointed, provided that such Sub-Advisor shall not be required to perform its functions after ninety (90) days from the receipt of a termination notice.

(d)    Section 6 of this Agreement shall continue in full force and effect notwithstanding the termination hereof or the invalidation of any provision contained herein.

8.Representations and Warranties.

(a)Each Sub-Advisor, severally and not jointly, represents and warrants to the Investment Manager, as of the date hereof, as follows:

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(i)such Sub-Advisor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization;

(ii)such Sub-Advisor is a registered investment adviser under the Investment Advisers Act of 1940, as amended or is relying on such a registered investment adviser (the “Advisers Act”), and in turn each such Sub-Advisor acknowledges that the Advisers Act provides for the following duty: (A) to act with utmost good faith; (B) to act with loyalty to clients; (C) to provide full and fair disclosure of all material facts; and (D) to employ reasonable care to avoid misleading clients;

(iii)to its knowledge, there are no material suits, actions, claims or proceedings pending or threatened in any court or before or by any governmental, regulatory or administrative body, nor have there been any such material suits, actions, claims or proceedings, to which such Sub-Advisor is a party which might reasonably be expected to have a materially adverse effect on the ability of such Sub-Advisor to perform its duties hereunder;

(iv)the Sub-Advisor has not been subject to any legal or regulatory action, proceeding, or claim involving fraud, misrepresentation or violation of any securities laws, rules or regulations;

(v)in performing its duties and obligations under this Agreement, all acts and omissions taken by such Sub-Advisor in respect of any Account shall be in compliance in all material respects with all applicable laws, rules and regulations;

(vi)such Sub-Advisor has all necessary governmental, regulatory and exchange approvals and licenses and has effected all filings and registrations with all necessary authorities required to conduct its business and to perform its obligations hereunder in all material respects;

(vii)such Sub-Advisor has, and its employees or related parties are subject to, written procedures regarding compliance with all relevant rules and regulations as required by and in conformity with applicable law, and such Sub-Advisor has procedures in place which comply with all relevant anti-money laundering and privacy principles applicable to it pursuant to applicable law;

(viii)such Sub-Advisor has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder;

(ix)this Agreement constitutes a binding obligation of such Sub-Advisor, enforceable against such Sub-Advisor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law; and

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(x)the execution, delivery and performance of this Agreement by such Sub-Advisor do not violate (A) any law, rule or regulation applicable to such Sub-Advisor, (B) any provision of the articles of incorporation or by-laws of such Sub-Advisor, or (C) any agreement or instrument to which such Sub-Advisor is a party except, in each case, for such violations as would not have a materially adverse effect on the ability of such Sub-Advisor to perform its obligations under this Agreement.

(b)    Except as otherwise provided in an Addendum, if any, with respect to a particular Company, the Investment Manager represents and warrants to each Sub-Advisor as follows:

(i)the Investment Manager is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization;

(ii)the Investment Manager has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder;

(iii)this Agreement constitutes a binding obligation of the Investment Manager, enforceable against the Investment Manager in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law;

(iv)the execution, delivery and performance of this Agreement by the Investment Manager do not violate (A) any law, rule or regulation applicable to the Investment Manager, (B) any provision of the articles of incorporation or by-laws of the Investment Manager, or (C) any agreement or instrument to which the Investment Manager is a party, except for such violations as would not have a materially adverse effect, directly or indirectly, on the ability of the Investment Manager to perform its duties under this Agreement;

(v)except for the approval of the Iowa Commissioner of Insurance (the “Commissioner”), which shall be required prior to the execution, delivery and performance of this Agreement and any amendment hereto (except as otherwise set forth herein), no consent of any person, and no license, permit, approval or authorization of, exemption by, report to, or registration, filing or declaration with, any governmental authority is required by the Investment Manager in connection with the execution, delivery and performance of this Agreement other than those already obtained;

(vi)each Company is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and the Investment Manager will promptly notify the Sub-Advisors if such Company ceases to be a QIB; and

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(vii)none of the assets contained in any Account are or will be “plan assets” of an employee benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”).

9.Notices. All notices, requests, demands and other communications hereunder must be in writing and shall be deemed to have been duly given if delivered by hand, facsimile, e-mail, or mailed by first class, registered mail, return receipt requested, postage and registry fees prepaid and addressed as follows:

(a)If to any Sub-Advisor:

Apollo Capital Management, L.P.

9 W 57th Street
New York, NY 10036
Attention: Joseph Glatt

Email: jglatt@apollolp.com

(b)If to the Investment Manager:

Athene Asset Management, L.P.
841 Apollo Street, Suite 150

El Segundo, CA  90245

Attention: James Belardi and Legal Department

Telephone: (310) 698-4430

Facsimile: (310) 698-4492

Email: jbelardi@athene.com; legal@athene.com

Addresses may be changed by notice in writing signed by the addressee.

10.No Assignment. This Agreement may not be assigned by any party to this Agreement without the prior written consent of the other parties hereto; provided, that, upon 5 days’ prior written notice to the Investment Manager, any Sub-Advisor may assign this Agreement to its affiliates without the prior written consent of the Investment Manager or any Company, provided that such assignment does not result in a change of actual control or management of such Sub-Advisor, which shall be determined with reference to Section 202(a)(1) of the Advisers Act and Rule 202(a)(1)-1 and other guidance issued by the SEC thereunder. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding on the parties hereto and their successors and permitted assigns, in each case provided that such successor or assignee agrees to be bound by the terms and conditions of this Agreement.

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11.Governing Law. To the extent consistent with any mandatorily applicable federal law, this Agreement shall be governed by the laws of the State of Iowa without giving effect to any principles of conflicts of law thereof that would permit or require the application of the law of another jurisdiction and are not mandatorily applicable by law, and the Iowa District Court in and for Polk County, Iowa, or the United States District Court for the Southern District of Iowa, Central Division, shall have jurisdiction over the subject matter and shall be the appropriate venue or the resolution of any dispute arising under this Agreement.

12.Waiver of Jury Trial. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. Each party hereby (i) certifies that no representative, agent or attorney of the other has represented, expressly or otherwise, that the other would not, in the event of a proceeding, seek to enforce the forgoing waiver and (ii) acknowledge that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this paragraph.

13.Right to Audit. The Investment Manager and it representatives shall have the right, at its own expense, to conduct an audit of the relevant books, records and accounts of each Sub-Advisor related to the Accounts (or any particular Account) managed by such Sub-Advisor during normal business hours upon giving reasonable notice of their intent to conduct such an audit. In the event of such audit, each Sub-Advisor shall comply with the reasonable requests of the Investment Manager and/or any Company and their respective representatives and provide access to all books, records and accounts necessary to the audit and the Investment Manager shall reimburse each Sub-Advisor for its costs and expenses in connection with such audit.

14.Books and Records. Each Sub-Advisor shall keep and maintain proper books and records wherein shall be recorded the business transacted by it on behalf of, in the name of, or on account of each Company in respect of such Company’s Account. Each Sub-Advisor shall maintain voting records for each Account managed by such Sub-Advisor for a minimum period of five (5) years or for such longer time as may be required by applicable law, and shall make such voting records available to the Investment Manager as the Investment Manager may reasonably request from time to time.

15.Reports. In addition to any notice requirements otherwise described herein, each Sub-Advisor shall, subject to any confidentiality obligations, legal, regulatory or other disclosure restrictions, provide the Investment Manager with (i) reports containing the information set forth on Schedule 5 and (ii) all other information reasonably requested by the Investment Manager that is required to meet the Investment Manger’s compliance, financial reporting, operational and other obligations, to the extent the Sub-Advisor actually possesses such information. Schedule 5 may otherwise be amended, supplemented or modified from time to time as agreed to in writing solely by the Investment Manager and the Sub-Advisors (as applicable) without a formal amendment to the Agreement.

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16.Force Majeure. No party to this Agreement shall be liable for damages resulting from delayed or defective performance when such delays arise out of causes beyond the control and without the fault or gross negligence of the offending party. Such causes may include, but are not restricted to, acts of God or of the public enemy, terrorism, acts of the state in its sovereign capacity, fires, floods, earthquakes, power failure, disabling strikes, epidemics, quarantine restrictions and freight embargoes.

17.Non-Exclusive Dealings with and by Sub-Advisor Parties; Conflicts of Interest.

(c)Although nothing herein shall require any Sub-Advisor to devote its full time or any material portion of its time to the performance of its duties and obligations under this Agreement, each Sub-Advisor shall furnish continuous investment advisory services for the Accounts and, in that connection, devote to such services such of its time and activity (and the time and activity of its employees) during normal business days and hours as it shall reasonably determine to be necessary for each Account to achieve its investment objective(s); provided, however, that nothing contained in this Section 17(a) shall preclude the Sub-Advisor Parties from acting, consistent with the foregoing, either individually or as a member, partner, shareholder, principal, director, trustee, officer, official, employee or agent of any entity, in connection with any type of enterprise (whether or not for profit), regardless of whether any Company, Account or any Sub-Advisor Party has dealings with or invests in such enterprise.

(d)The Investment Manager understands that each Sub-Advisor will continue to furnish investment management and advisory services to others, and that each Sub-Advisor shall be at all times free, in its discretion, to make recommendations to others which may be the same as, or may be different from or inconsistent with, those made to each Account. The Investment Manager further understands that the Sub-Advisor Parties may or may not have an interest in the securities whose purchase and sale any Sub-Advisor may recommend. Actions with respect to securities of the same kind may be the same as or different from or inconsistent with the action which the Sub-Advisor Parties or other investors may take with respect thereto. Furthermore, the Investment Manager understands and agrees that each Sub-Advisor Party shall have the right to engage, directly or indirectly, in the same or similar business activities or lines of business as any Sub-Advisor and any other Sub-Advisor Party and no knowledge or expertise of any Sub-Advisor Parties or any opportunities available to such Sub-Advisor Parties shall be imputed to any Sub-Advisor or any other Sub-Advisor Parties.

(e)The Investment Manager agrees that each Sub-Advisor may refrain from rendering any advice or services concerning securities of companies of which any of the Sub-Advisor Parties are directors or officers, or companies as to which the Sub-Advisor Parties have any substantial economic interest or possesses material non-public information, unless such Sub-Advisor either determines in good faith that it may appropriately do so without disclosing such conflict to the Investment Manager and any applicable Company or discloses such conflict to the Investment Manager and such Company prior to rendering such advice or services with respect to any Account.

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(f)From time to time, when determined by any Sub-Advisor to be in the best interest of any Company and with the prior approval of the Investment Manager, the Account in respect of such Company may purchase securities from or sell securities to another account (including, without limitation, public or private collective investment vehicles) managed, maintained or trusteed by such Sub-Advisor or an affiliate at prevailing market levels in accordance with applicable law and utilizing such pricing methodology determined to be fair and equitable to such Company in such Sub-Advisor’s reasonable judgment.

(g)Notwithstanding anything else in this Agreement to the contrary, none of the Sub-Advisors shall be under any obligation to effect trades or satisfy any other obligation required of it herein if such Sub-Advisor determines that such transactions might be adverse to the interests of clients managed by such Sub-Advisor or its affiliates. Each Sub-Advisor shall be entitled to consider its fiduciary duties to all clients that hold parallel positions in the securities to be sold or distributed, if any. In the event that, in accordance with this provision, a Sub-Advisor declines to follow the instructions of the Investment Manager, the Sub-Advisor will notify the Investment Manager of such conflict and its decision with respect thereto. For the avoidance of doubt, if the Sub-Advisor determines not to follow the direction of the Investment Manager, nothing herein shall prevent the Investment Manager from immediately making a full or partial withdrawal from the applicable Account(s) and proceeding with the relevant course of action on its own.

18.    Aggregation and Allocation of Orders.

(a)The Investment Manager acknowledges that circumstances may arise under which a Sub-Advisor determines that, while it would be both desirable and suitable that a particular security or other investment be purchased or sold for the account of more than one of such Sub-Advisor’s clients’ accounts, there is a limited supply or demand for the security or other investment. Under such circumstances, the Investment Manager acknowledges that, while such Sub-Advisor will seek to allocate the opportunity to purchase or sell that security or other investment among those accounts on an equitable basis, such Sub-Advisor shall not be required to assure equality of treatment among all of its clients (including that the opportunity to purchase or sell that security or other investment will be proportionally allocated among those clients according to any particular or predetermined standards or criteria). Where, because of prevailing market conditions, it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for each Account (or for the other accounts advised or sub-advised by such Sub-Advisor), such Sub-Advisor may average the various prices and charge or credit any Account with the average price.

(b)It is each Sub-Advisor's general policy to allocate investment opportunities among investment funds and client accounts on a basis that such Sub-Advisor and its affiliates determine in good faith to be appropriate taking into consideration such factors as each client’s and investment fund's primary mandate, the relative amounts of capital available for investment (after taking into account applicable reserves), and any restrictions on investment, the sourcing of the transaction, the size of the transaction, the amount of potential follow-on investing strategy of the client or investment fund, reasons of portfolio balance, the nature and extent of involvement in the

14

transaction on the part of the respective teams of investment professionals and other factors deemed applicable by such Sub-Advisor and its affiliates in good faith.

19.    Sub-Advisors Independent. For all purposes of this Agreement, each Sub-Advisor shall be deemed to be an independent contractor and shall have no authority to act for, bind or represent the Investment Manager, any Company or any Company’s shareholders in any way, except as expressly provided herein, and shall not otherwise be deemed to be an agent of any Company. Nothing contained herein shall create or constitute any Sub-Advisor, the Investment Manager and/or any Company as a member of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, nor shall anything contained herein be deemed to confer on any of them any express, implied, or apparent authority to incur any obligation or liability on behalf of any other person, except as expressly provided herein. Each Sub-Advisor shall be severally liable for its own obligations and the Investment Manager shall have no recourse to any Sub-Advisory for the actions or omissions of any other Sub-Advisor.

20.    Entire Agreement. Except for those documents, agreements or Addendums referred to herein, this Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes from and after the Effective Date all other prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement. There are no understandings between the parties with respect to the subject matter of this Agreement other than as expressed herein.

21.    Severability. To the extent this Agreement may be in conflict with any applicable law or regulation, this Agreement shall be construed to the greatest extent practicable in a manner consistent with such law or regulation. The invalidity or illegality of any provision of this Agreement shall not be deemed to affect the validity or legality of any other provision of this Agreement.

22.    Counterparts; Amendment. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Except as set forth herein or in any Addendum, this Agreement may not be modified or amended, except by an instrument in writing approved by the Commissioner and signed by the party to be bound or as may otherwise be provided for herein.

23.    Addendums. In the event that the Investment Manager and the Sub-Advisors (or any of them as the case may be) execute an Addendum to this Agreement, such Addendum shall be deemed to be attached to and become a part of this Agreement and the terms of this Agreement shall be amended, supplemented or modified by the terms of such Addendum as applicable. In the event of conflict between this Agreement and any Addendum, the terms and conditions contained in such Addendum shall control. Upon the execution by the Investment Manager and the Sub-Advisors (or any of them, as the case may be) of any Addendum, this “Agreement” shall be deemed to include the terms set forth in any such Addendum.

24.    No Recourse to Companies. Each Sub-Advisor acknowledges and agrees that such Sub-Advisor shall not have any recourse against any Company for any claims, losses,

15

damages, liabilities, indemnities or other obligations whatsoever in connection with this Agreement or any transaction contemplated hereunder.

25.    Third-Party Beneficiary.     Notwithstanding any provision herein to the contrary, each Sub-Advisor and the Investment Manager acknowledge and agree that each Company is an intended third-party beneficiary of each term and provision hereof and each term and provision of this Sub-Advisory Agreement may be enforced by the Company.

*    *    *    *    *

16

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date and year first above written.

ATHENE ASSET MANAGEMENT, L.P.
By:	AAM GP Ltd., its General Partner
	/s/ James R. Belardi
Name:	James R. Belardi
Title	Chief Executive Officer
APOLLO CAPITAL MANAGEMENT, L.P.
By:	Apollo Capital Management, GP, LLC, its General Partner
	/s/ Joseph D. Glatt
Name:	Joseph D. Glatt
Title	Vice President
APOLLO GLOBAL REAL ESTATE MANAGEMENT, L.P.
By:	Apollo Global Real Estate Management GP, LLC, its General Partner
	/s/ Joseph D. Glatt
Name:	Joseph D. Glatt
Title	Vice President
ARM MANAGER LLC
	/s/ Joseph D. Glatt
Name:	Joseph D. Glatt
Title	Vice President
APOLLO LONGEVITY, LLC
By:	Apollo Capital Management, L.P., its sole member
By:	Apollo Capital Management, GP, LLC, its General Partner
	/s/ Joseph D. Glatt
Name:	Joseph D. Glatt
Title	Vice President
APOLLO EMERGING MARKETS, LLC
By:	Apollo Capital Management, L.P., its sole member
By:	Apollo Capital Management, GP, LLC, its General Partner
	/s/ Joseph D. Glatt
Name:	Joseph D. Glatt
Title	Vice President

Signature Page (1 of 2)

Amended and Restated Master Sub-Advisory Agreement

Schedule 1

Schedule of Accounts

Company	Investment Management Agreement	Sub-Advisor	Addendum
ATHENE ANNUITY AND LIFE COMPANY (f/k/a AVIVA LIFE AND ANNUITY COMPANY), a life insurance company domiciled in the State of Iowa (“AAIA”)	Investment Management Agreement dated as of October 2, 2013, by and between AAIA and the Investment Manager	ACM, AGREM, ARM, ALL, AEM	N/A
STRUCTURED ANNUITY REINSURANCE COMPANY, a life insurance company domiciled in the State of Iowa (“STAR”)	Investment Management Agreement dated as of October 2, 2013, by and between STAR and the Investment Manager	ACM, AGREM, ARM, ALL, AEM	N/A
AVIVA RE USA IV, INC., a life insurance company domiciled in the State of Vermont (“AUSAIV”)	Investment Management Agreement dated as of October 2, 2013, by and between AUSAIV and the Investment Manager	ACM, AGREM, ARM, ALL, AEM	N/A

Signature Page (2 of 2)

Amended and Restated Master Sub-Advisory Agreement

Schedule 2-1

Management Fee Schedule

1. Management Fee. In consideration of the services performed under the Agreement, the Investment Manager shall pay to the Sub-Advisors (allocated among such Sub-Advisors as such Sub-Advisors shall determine) a management fee (the “Management Fee”), calculated and paid quarterly in arrears as a percentage of Average Month-End Net Asset Value of assets in all the Accounts managed by the Sub-Advisors (unless otherwise agreed to by the parties), (other than Third Party CLO Equity Managed Account (as described on Schedule 2-3)) pursuant to the following schedule, which shall take effect with respect to new and existing assets as of the Effective Date:

Assets Under Management	Management Fee Rate
< $10,000,000,000	40 bps (0.40%) per annum
> $10,000,000,000	35 bps (0.35%) per annum

¹ For the avoidance of doubt but subject to Section 2(a), to the extent that a Sub-Adviser invests on behalf of the Account in an affiliate-managed CLO (a) to the extent that such investment is on a secondary basis in one of the debt and/or equity tranches of such CLO, the Account will be charged fees pursuant to this Schedule 2-1; and (b) to the extent that such investment is on a primary basis, the agreement governing the Account’s investment into the affiliate-managed CLO will govern the treatment of fees in such instance (and not, for the avoidance of doubt, this Schedule 2-1). In addition, the Investment Manager shall be responsible for any servicing fees associated with the sub-advised mortgage and mezzanine real estate loan portfolio.

² For the avoidance of doubt, this fee schedule does not apply to future or existing investments in Apollo funds (which as of the date hereof includes but is not limited to TRF, COF 3, EPFs, FCIs, all the ALM and ALME CLO sand related warehouses, the levered CMBS funds and APC), or to any investments made by Apollo Royalties Management LLC. Additionally, this fee schedule does not apply to investments in MCF CLO II (f/k/a Kirkwood), which is covered by Schedule 2-3 hereof). Fees with respect to the Third Party CLO Equity Managed Account are charged pursuant to Schedule 2-3, and the Project Orange Trade will be included in the Third Party CLO Equity Managed Account and charged accordingly.

³ For the avoidance of doubt, this fee schedule applies to certain trades, notwithstanding that they took place prior to the Effective Date, as set forth on Schedule 6.

⁴ “Assets Under Management” shall be calculated in the aggregate to include the investment assets of or relating to Athene Holding Ltd. (“Athene”) and its subsidiaries, managed by ACM, AGREM, ARM, ALL, AEM or an affiliate thereof, whether under this Agreement or separate sub-advisory agreement with the Investment Manager, including cash and all assets in surplus accounts and funds withheld accounts, modified coinsurance accounts and reinsurance trusts supporting reinsurance agreements entered into by Athene and managed by ACM, AGREM, ARM, ALL and AEM. For the avoidance of doubt, Assets Under Management shall not include future or existing investments in Apollo managed funds (which as of the date hereof includes but is not limited to TRF, COF 3, EPFs, FCIs, all the ALM, ALME or other affiliated CLOs or CLO-sponsored vehicles and related warehouses, APC, the levered CMBS funds) or any investments made by Apollo Royalties Management LLC; provided, that, notwithstanding the foregoing, to the extent that the Account invests in any affiliated CLO or CLO-sponsored vehicle pursuant to which the Account is charged fees pursuant to this Section 2-1, such investment in such affiliated CLO or CLO-sponsored vehicle shall be included in Assets Under Management.

⁵ For the avoidance of doubt, this Schedule 2.1 shall not apply to any Apollo controlled investment entities, the fee schedule of which shall be governed by a separate schedule or other governing document.

Schedule 2-1

For the avoidance of doubt, the step-down in Management Fee Rate from 40 bps to 35 bps will only apply to the portion of Assets Under Management in excess of $10,000,000,000 based on the net asset value of the Accounts.

The “Average Month-End Net Asset Value” shall be the average of the month-end aggregate net asset value of the Accounts during the calendar quarter. If the period in respect of which a Management Fee is payable is less than a calendar quarter, then the Management Fee shall be pro rated accordingly. For the avoidance of doubt, for a given month, Average Month-End Net Asset Value shall be calculated based on trade date holdings plus accrued interest.

2. Valuation. Each Sub-Advisor, through its designee, shall (i) be responsible for determining the value of the assets that are purchased for the Accounts that it manages in accordance with such Sub-Advisor’s existing policies and procedures, and (ii) shall use commercially reasonable efforts to submit a proposed valuation of such Accounts within 5 business days (but in no event later than 6 business days) following each month-end to the Investment Manager. The parties hereto agree to negotiate in good faith as to any objections raised by the Investment Manager about the valuation of assets in the Accounts for purposes of determining the Management Fees.

3. Payment of Fees. The Management Fee will be calculated, billed, and paid quarterly in arrears, based on the Average Month-End Net Asset Value as of the last business day of each and all of the three calendar months during the relevant quarter, or in the case of any partial quarterly period, the last day of each calendar month during the relevant period and the last business day of such period. The Investment Manager will pay any Management Fees payable hereunder within 30 calendar days following receipt by the Investment Manager of an invoice for such fee, detailing the calculation of such fee. The Investment Manager and the Sub-Advisors shall agree on the form and substance of such invoice before the first Management Fee billing cycle. Upon termination of the Agreement, any outstanding Management Fee shall become immediately payable by the Investment Manager.

4. Incentive Fees. For the avoidance of doubt, the provisions governing incentive fees on existing assets remain intact and shall not be deemed amended by this Agreement. The Investment Manager and each Sub-Advisor may agree in writing from time to time on an incentive fee with respect to particular investments or asset classes managed by such Sub-Advisor.

Schedule 2-1

Schedule 2-2

ALL

Legacy Incentive Fee Schedule

1. Incentive Fee. In addition to the Management Fee set forth on Schedule 2.1, solely with respect to assets purchased by ALL prior to the Effective Date, the Investment Manager shall pay to ALL an incentive fee equal to twenty percent (20%) of the realized proceeds (including principal repayments and coupon payments, “Proceeds”) in excess of the cost of each investment recommended by ALL, subject to the return of any realized losses on investments recommended by ALL pursuant to this Schedule 2-2 and return of the Preferred Return in respect to each investment, each as fully described below (the “Incentive Fee” and together with the Management Fee, the “Fees”). Specifically, Proceeds from each investment will be allocated as follows:

(i) First, to the Investment Manager’s applicable clients (the “Clients”) until such Clients have received an amount equal to: (a) the cost of such investment, plus (b) an amount equal to any previously unreturned realized losses from investments recommended by ALL pursuant to this Schedule 2-2;

(ii) Second, to the applicable Clients until such Clients have received an amount equal to interest at the rate of eight percent (8%) per annum, compounded annually, on the cost of such investment, computed from the dates the applicable Clients purchased such investment until the dates that such Clients have been returned the applicable amounts with respect to such investment pursuant to item (i) above (the “Preferred Return”);

(iii) Third, (a) 80% to ALL and (b) 20% to the applicable Clients, until ALL has received an amount equal to twenty percent (20%) of the sum of the allocations made pursuant to item (ii) above with respect to such investment and amounts then and previously allocated pursuant to this item (iii) with respect to such investment; and

(iv) Finally, 80% to the applicable Clients and 20% to ALL.

For the avoidance of doubt, (i) other than temporary impairments, determined by each applicable Client in accordance with such Client’s accounting policies and procedures, shall be treated as realized losses and (ii) the applicable Clients will not receive any unreturned Preferred Return with respect to any investment recommended by ALL from the Proceeds of any other investment recommended by ALL.

Upon termination of the Agreement, a clawback calculation will be completed based on the aggregate Proceeds received from all realized investments recommended by ALL pursuant hereto, and ALL shall be required to repay any Incentive Fee previously paid to ALL to the extent that any realized losses from investments recommended by ALL pursuant to this Schedule 2-2 remain unreturned to the applicable Clients upon such termination.

Schedule 2-2

2. Valuation. ALL shall be responsible for determining the value of the Accounts that it manages in accordance with ALL’s existing policies and procedures and shall use commercially reasonable efforts to submit a proposed valuation of such Accounts within 5 business days (but in no event later than 6 business days) following each month-end to the Investment Manager. The parties hereto agree to negotiate in good faith as to any objections raised by the Investment Manager about the valuation of assets in the Accounts for purposes of determining the Fees.

3. Incentive Fee. Incentive Fee will be paid quarterly in arrears. As referenced in Schedule 2.1, provisions governing incentive fees on existing assets remain intact and shall not be deemed amended by this Agreement. The Investment Manager and each Sub-Advisor may in addition agree in writing from time to time on an incentive fee with respect to particular investments or asset classes managed by such Sub-Advisor.

Schedule 2-2

SCHEDULE 2-3

Third Party CLO Equity Managed Account

1. Management Fee. In consideration of the services performed under the Agreement and pursuant to this Schedule 2-3, the Investment Manager shall pay a management fee (the “Management Fee”), calculated and paid quarterly in arrears as a percentage of Average Month-End Net Asset Value equal to 100 bps per annum on the invested assets of the applicable Accounts. For the avoidance of doubt, CLO warehouses shall be treated as CLO equity for purposes of this Schedule 2-3.

The “Average Month-End Net Asset Value” shall be the average of the month-end aggregate net asset value of the Accounts during the calendar quarter. If the period in respect of which a Management Fee is payable is less than a calendar quarter, then the Management Fee shall be pro rated accordingly. For the avoidance of doubt, for a given month, Average Month-End Net Asset Value shall be calculated based on trade date holdings plus accrued interest.

2. Incentive Fee (excluding Kirkwood III (MCF CLO II)). In addition to the Management Fee set forth above, the applicable Sub-Advisor shall receive an incentive fee equal to fifteen percent (15%) of the realized proceeds (including principal repayments and coupon payments, “Proceeds”) in excess of the cost of each investment recommended by the applicable Sub-Advisor, subject to the return of any realized losses on investments recommended by the applicable Sub-Advisor pursuant to this Schedule 2-3 and return of the Preferred Return in respect to each investment, each as fully described below (the “Incentive Fee” and together with the Management Fee, the “Fees”). Specifically, Proceeds from each investment will be allocated as follows:

(i) First, to the Investment Manager’s applicable clients (the “Clients”) until such Clients have received an amount equal to: (a) the cost of such investment, plus (b) an amount equal to any previously unreturned realized losses from investments recommended by the applicable Sub-Advisor pursuant to this Schedule 2-3;

(ii) Second, to the applicable Clients until such Clients have received an amount equal to interest at the rate of ten percent (10%) per annum, compounded annually, on the cost of such investment, computed from the dates the applicable Clients purchased such investment until the dates that such Clients have been returned the applicable amounts with respect to such investment pursuant to item (i) above (the “Preferred Return”); and

(iii) Finally, 85% to the applicable Clients and 15% to the applicable Sub-Advisor.

CLO equity investments in Kirkwood III (MCF CLO II) (“Kirkwood”) shall be excluded for purposes of determining incentive fees payable above.

For the avoidance of doubt, (i) other than temporary impairments, determined by each applicable Client in accordance with such Client’s accounting policies and procedures, shall be treated as realized losses and (ii) the applicable Clients will not receive any unreturned Preferred Return

Schedule 2-3

with respect to any investment recommended by the applicable Sub-Advisor from the Proceeds of any other investment recommended by the applicable Sub-Advisor.

Upon termination of the Agreement, a clawback calculation will be completed based on the aggregate Proceeds received from all realized investments recommended by the applicable Sub-Advisor pursuant hereto, and the applicable Sub-Advisor shall be required to repay any Incentive Fee previously paid to the applicable Sub-Advisor to the extent that any realized losses from investments recommended by the applicable Sub-Advisor pursuant to this Schedule 2-3 remain unreturned to the applicable Clients upon such termination.

3. Incentive Fee for Kirkwood. In addition to the Management Fee set forth above, the applicable Sub-Advisor shall receive, with respect to the Kirkwood equity investment, an incentive fee equal to 12.5% of Proceeds in excess of the cost of such investment and receipt by the applicable Clients of the Preferred Return (as defined below). Specifically, Proceeds from the Kirkwood equity investment will be allocated as follows:

(i) First, to the applicable Clients, until such Clients have received an amount equal to the cost of such investment;

(ii) Second, to the applicable Clients until the such Clients have received an amount equal to interest at the rate of ten percent (10%) per annum, compounded annually, on the cost of such investment, computed from the dates the applicable Clients purchased such investment until the dates that such Clients have been returned the applicable amounts with respect to such investment pursuant to item (i) above (the “Preferred Return”); and

(iii) Finally, 87.5% to the applicable Clients and 12.5% to the applicable Sub-Advisor.

4. Valuation. Each Sub-Advisor, through its designee, shall (i) be responsible for determining the value of the assets that are purchased for the Accounts that it manages in accordance with such Sub-Advisor’s existing policies and procedures, and (ii) use commercially reasonable efforts to submit a proposed valuation of such Accounts within 5 business days (but in no event later than 6 business days) following each month-end to the Investment Manager. The parties hereto agree to negotiate in good faith as to any objections raised by the Investment Manager about the valuation of assets in the Accounts for purposes of determining the Management Fees.

5. Payment of Fees. The Management Fee will be calculated, billed, and paid quarterly in arrears, based on the Average Month-End Net Asset Value as of the last business day of each and all of the three calendar months during the relevant quarter, or in the case of any partial quarterly period, the last day of each calendar month during the relevant period and the last business day of such period. The Investment Manager will pay any Management Fees payable hereunder within 30 calendar days following receipt by the Investment Manager of an invoice for such fee, detailing the calculation of such fee. The Investment Manager and the Sub-Advisors shall agree on the form and substance of such invoice before the first Management Fee billing cycle. Upon termination of the Agreement, any outstanding Management Fee shall become immediately payable by the Investment Manager.

Schedule 2-3

SCHEDULE 3

AEM

Investment Guidelines

1.AEM Investment Discretion. In accordance with Section 2(k) of the Agreement AEM may execute (or facilitate execution of) transactions on behalf of one or more Accounts without the prior consent of the Investment Manager, so long as:

(a)    immediately after giving effect to such transactions, to the knowledge of AEM, the holdings of each Account for which AEM acts as Sub-Advisor is in compliance with these Investment Guidelines or as otherwise may be agreed in writing between the Investment Manager and AEM and subject to the terms of this Addendum (as amended or supplemented from time to time by agreement of the Investment Manager and AEM, the “Investment Guidelines”); and

(b)    the issuers in such transactions are included among the pre-approved list of issuers set forth in Schedule 4 attached hereto (as amended or supplemented from time to time by written agreement of the Investment Manager and AEM, the “Approved Issuers List”).

Notwithstanding the foregoing, the Investment Manager may revoke such investment discretion at any time upon notice to AEM. This Schedule 3 and the Schedule 4 attached to the Agreement may otherwise be amended, supplemented or modified from time to time as agreed to in writing solely by the Investment Manager and AEM without a formal amendment to the Agreement. For the avoidance of doubt, AEM shall be required to seek the written consent of the Investment Manager, to the extent practicable, prior to executing any transactions that do not comply with the Investment Guidelines or are not included among the pre-approved classes of transactions on the Approved Issuers List, and the Investment Manager shall approve, decline or ratify such transactions, as applicable, in its sole discretion.

2.Investment Guidelines.

The Investment Guidelines set forth herein may be amended or waived only by the agreement of AEM and the Investment Manager, and the Investment Manager may request AEM to make suitable modifications to this Schedule 3 to reflect any change in market or other circumstances; provided, that any modification to this Schedule 3 requested by the either party shall become effective only upon agreement by both parties. AEM shall use its reasonable efforts to comply with these Investment Guidelines during the initial ramp-up period commencing on the date of this Addendum and ending on January 31, 2015, but AEM shall not be required to be in compliance with these Investment Guidelines during such ramp-up period. All percentages set forth below are intended as “soft” limits and shall be measured at the time of acquisition of an asset only, based on market value, and therefore should be measured on an incurrence basis only. AEM shall be entitled to maintain or improve its position with respect to such limits after the time of acquisition of an asset.

Schedule 3

AEM will invest primarily in the following emerging markets: Central and Eastern Europe, the Middle East and Africa, Latin America and Asia.

• Regions: No more than 50% of Net Asset Value of the assets being managed by AEM on behalf of the Investment Manager (“NAV”) in any one region as defined by the JPMorgan Corporate Emerging Market Bond Indices.

• Countries: No more than 25% of NAV in any one country.

o For purposes of this Addendum, “country” is defined based on the country in which the principal place of business of the issuer is located.

• Exposure to a single sector (as defined in the JPMorgan Corporate Emerging Market Bond Indices) and sovereigns: 25% of NAV

• Sector for Financials: 40% of NAV overall, banks: 30% of NAV, and other subsectors: 12.5% of NAV

• Issuer Concentration: No more than 5% of NAV in any one issuer.

Credit Ratings. AEM will not invest in debt securities, measured at the time of acquisition, rated lower than Investment Grade. “Investment Grade” means an investment which is, (i) if rated by the Securities Valuation Office of the National Association of Insurance Commissioners (the “SVO”), rated Class 1 or 2, and (ii)(A) if rated by one Nationally Recognized Statistical Rating Organization (an “NRSRO”), rated investment grade by such NRSRO, (B) if rated by two NRSROs, rated investment grade by the NRSRO assigning the lower of the two ratings, or (C) if rated by three or more NRSROs, rated investment grade by the NRSRO assigning the second lowest rating of the NRSROs.

Schedule 3

SCHEDULE 4

AEMApproved IssuersList

Issuer Name	Ticker	Region
African Bank Ltd	ABLSJ	South Africa
Amber Circle Funding Ltd	ACIRC	China
ADCB Finance Cayman Ltd	ADCBUH	Abu Dhabi
Emirate of Abu Dhabi	ADGB	Abu Dhabi
Abu Dhabi Sukuk	ADIBUH	Abu Dhabi
Waha Capital PJSC	ADWA	Abu Dhabi
Anadolu Efes Biracilik ve Malt Sanayii Anonim Sirketi	AEFES	Turkey
AES Gener S.A.	AESGEN	Chile
Akbank T.A.S.	AKBNK	Turkey
Alicorp S.A.A.	ALIPE	Peru
ALPEK, S.A.B. de C.V.	ALPEKA	Mexico
America Movil S.A.B. de C.V.	AMXLMM	Mexico
Embotelladora Andina S.A.	ANDINA	Chile
Grupo Aval SA	AVALCB	Colombia
AXIS Bank Limited	AXSBIN	India
Banco de Bogota SA	BANBOG	Colombia
Banco do Brasil SA/Cayman	BANBRA	Brazil
Banco del Estado de Chile	BANCO	Chile
Banco Mercantil del Norte SA	BANORT	Mexico
Banco Votorantim SA	BANVOR	Brazil
Bangkok Bank Public Co. Ltd.	BBLTB	Thailand
BBVA Bancomer SA/Texas	BBVASM	Mexico
Bank of China (Hong Kong) Limited	BCHINA	Hong Kong
Banco de Credito e Inversiones	BCICI	Chile
BBVA Banco Continental SA	BCOCPE	Peru
Bancolombia SA	BCOLO	Colombia
Banco de Credito del Peru	BCP	Peru
Beijing Enterprises Holdings Ltd.	BEIENT	China
S.A.C.I. Falabella	BFALA	Chile
Bharti Airtel International (Netherlands) B.V.	BHARTI	India
Grupo Bimbo, S.A.B. de C.V.	BIMBOA	Mexico
Banco Internacional del Peru SAA	BINTPE	Peru
BNDES Participiones	BNDES	Brazil
Scotiabank Peru	BNSCN	Peru

Schedule 4

Bank of Baroda	BOBIN	India
BOC Aviation Pte. Ltd.	BOCAVI	China
Bank of India	BOIIN	India
Bharat Petroleum Corp. Ltd.	BPCLIN	India
Banco Bradesco SA/Cayman Islands	BRADES	Brazil
Braskem S.A.	BRASKM	Brazil
Republic of Brazil	BRAZIL	Brazil
BRF S.A.	BRFSBZ	Brazil
Banco Santander Mexico SA Institucion de Banca Multiple Grupo Financiero Santand	BSANTM	Mexico
BTG Investments LP	BTGINV	Brazil
Banco BTG Pactual	BTGPBZ	Brazil
BM&F Bovespa SA	BVMFBZ	Brazil
Caixa Economica Federal	CAIXBR	Brazil
Gas Natural de Lima y Callao S.A.	CALLAO	Peru
Commercial Bank of Dubai PSC	CBDUH	Dubai
Coca-Cola Icecek A.S.	CCOLAT	Turkey
Corporación Nacional del Cobre de Chile	CDEL	Chile
Celulosa Arauco y Constitucion SA	CELARA	Chile
Cencosud S.A.	CENSUD	Chile
CEZ, a.s.	CEZCP	Czech
Comisión Federal De Electricidad	CFELEC	Mexico
China State Construction International Holdings Ltd	CHCONS	China
Republic of Chile	CHILE	Chile
Govt of the Peopl's Republic of China	CHINA	China
China Merchants Holdings (International) Company Limited	CHINAM	China
CLP Holdings Ltd.	CHINLP	Hong Kong
China Overseas Land & Investment Ltd.	CHIOLI	China
China Resources Gas Group Limited	CHIRES	China
China Mengniu Dairy Co. Ltd.	CHMEDA	China
China Railway Group Limited	CHRAIL	China
Cielo SA	CIELBZ	Brazil
Kookmin Bank Co. Ltd.	CITNAT	Korea
Inversiones CMPC S.A.	CMPCCI	Chile
CNPC Finance (HK) Limited	CNPCCH	China
COFCO (Hong Kong) Co., Ltd.	COFCO	Hong Kong
COFIDE	COFIDE	Peru
Colbun S.A.	COLBUN	Chile
Republic of Colombia	COLOM	Colombia
CBQ Finance Ltd	COMQAT	Qatar
Corpbanca SA	CORBAN	Chile

Schedule 4

Telefónica Chile, S.A.	CTCACI	Chile
Govt of the Czech Republic	CZECH	Czech
Banco Davivienda SA	DAVIVI	Colombia
Delek & Avner [Tamar Bond Ltd]	DEVTAM	Israel
Dubai Electricity And Water Authority	DEWAAE	Dubai
Doha Finance Ltd	DHBKQD	Qatar
Dubai Sukuk	DIBUH	Dubai
Dolphin Energy Limited	DOLNRG	Abu Dhabi
DP World Limited	DPWDU	Dubai
Emirate of Dubai	DUGB	Dubai
Emirates NBD	EBIUH	Dubai
E-CL S.A.	ECLCI	Chile
Ecopetrol SA	ECOPET	Colombia
Empresa de Energia de Bogotá S.A. ESP	EEBCB	Colombia
Transportadora de Gas Internacional S.A E.S.P	EEBCB	Colombia
Empresas Públicas de Medellín E.S.P.	EEPPME	Colombia
The Export-Import Bank of Korea	EIBKOR	Korea
EIB Sukuk Co Ltd	EIBUH	Dubai
Centrais Elétricas Brasileiras S.A. - Eletrobras	ELEBRA	Brazil
Embraer SA	EMBRBZ	Brazil
Empresa Nacional del Petróleo	ENAPCL	Chile
Eskom Holdings SOC Limited	ESKOM	South Africa
Fomento Económico Mexicano, S.A.B de C.V	FEMSA	Mexico
Fermaca Enterprises S. de R.L. de C.V.	FERMCA	Mexico
First Gulf Bank PJSC	FGBUH	Abu Dhabi
Fresnillo PLC	FRESLN	Mexico
FirstRand Bank Ltd	FSRSJ	South Africa
Turkiye Garanti Bankasi A.S.	GARAN	Turkey
Open Joint Stock Company Gazprom	GAZPRU	Russia
Golden Eagle Retail Group Ltd.	GERGHK	China
Gerdau S.A.	GGBRBZ	Brazil
GLOBO COMUNICAÇÃO E PARTICIPAÇÕES S.A.	GLOPAR	Brazil
Open Joint Stock Company "Mining and Metallurgical Company Norilsk Nickel"	GMKNRM	Russia
Gazprombank OJSC Via GPB Eurobond Finance PLC	GPBRU	Russia
Gruposura Financial	GRUPOS	Colombia
GS Caltex Corp.	GSCCOR	Korea
Hainan Airlines Co., Ltd.	HAIAIR	Hong Kong
Turkiye Halk Bankasi A.S.	HALKBK	Turkey
Hana Bank	HANABK	Korea
The Hong Kong and China Gas Company Limited	HKCGAS	Hong Kong

Schedule 4

Hongkong Land Holdings Ltd.	HKLSP	Hong Kong
Hong Leong Bank Berhad	HLBKMK	Malaysia
Govt of Hong Kong	HONG	Hong Kong
Hutchison Whampoa Limited	HUWHY	Hong Kong
Hyundai Motor Company	HYNMTR	Korea
Hysan Development Company Limited	HYSAN	Hong Kong
Hyundai Capital Services Inc.	HYUCAP	Korea
ICICI Bank Ltd.	ICICI	India
Govt of India	IGB	India
Industrial Bank of Korea	INDKOR	Korea
Republic of Indonesia	INDON	Indonesia
International Petroleum Investment Company PJSC	INTPET	Abu Dhabi
Indian Oil Corporation Limited	IOCLIN	India
IOI Corp.Bhd	IOIMK	Malaysia
State of Israel /International	ISRAEL	Israel
Israel Electric Corporation Limited	ISRELE	Israel
Itau Unibanco Holding SA/Cayman	ITAU	Brazil
Kasikornbank PCL / Hong Kong	KBANK	Hong Kong
Kasikornbank PCL / Thailand	KBANK	Thailand
KOC Holding AS	KCHOL	Turkey
Kowloon-Canton Railway Corporation	KCRC	Hong Kong
Korea Development Bank	KDB	Korea
Korea Exchange Bank	KEB	Korea
Kia Motors Corp.	KIAMTR	Korea
Coca-Cola FEMSA S.A.B de C.V.	KOF	Mexico
Korea Finance Corporation	KOFCOR	Korea
Korea Hydro & Nuclear Power Co., Ltd.	KOHNPW	Korea
Republic of Korea	KOREA	Korea
KT Corp.	KOREAT	Korea
Korea Resources Corporation	KORESC	Korea
Korea Gas Corp.	KORGAS	Korea
Korea National Oil Corporation	KOROIL	Korea
Korea South-East Power Co., Ltd.	KOSEPW	Korea
Korea Western Power Co., Ltd.	KOWEPW	Korea
Krung Thai Bank Public Company Limited	KTB	Thailand
Li & Fung Limited	LIFUNG	Hong Kong
Lifestyle International Holdings Ltd.	LIHHK	Hong Kong
Lotte Shopping Co., Ltd.	LOTTES	Korea
Open Joint Stock Company Oil company LUKOIL	LUKOIL	Russia
Majid Al Futtaim Holding LLC	MAFUAE	Dubai
Govt of Malaysia	MALAYS	Malaysia

Schedule 4

Malayan Banking Berhad	MAYMK	Malaysia
Mersin Uluslararasi Liman Isletmeciligi A.S.	MERSIN	Turkey
Republic of Mexico	MEX	Mexico
Compañía Minera Milpo SAA	MILPOC	Peru
Brazil Minas SPE	MINASG	Brazil
Minsur S.A.	MINSUR	Peru
MTR Corporation Limited	MTRC	Hong Kong
Nonghyup Bank	NACF	Korea
Nan fung International Holdings Limited	NANFUN	Hong Kong
National Bank of Abu Dhabi PJSC	NBADUH	Abu Dhabi
National Federation of Fisheries Coop	NFFSHC	Korea
Noble Group Limited	NOBLSP	Hong Kong
Banco do Nordeste do Brasil SA	NORBRA	Brazil
Myriad International Holdings B.V.	NPNSJ	South Africa
NTPC Ltd.	NTPCIN	India
OAO Novatek	NVTKRM	Russia
Construtora Norberto Odebrecht S.A.	ODBR	Brazil
Oi SA	OIBRBZ	Brazil
Oil and Natural Gas Corp. Ltd.	ONGCIN	India
Republic Of Panama	PANAMA	Panama
HKT Trust and HKT Limited (6823 HK)	PCCW	Hong Kong
PCCW Limited (8 HK)	PCCW	Hong Kong
Petroleos Mexicanos	PEMEX	Mexico
PT Pertamina (Persero)	PERTIJ	Indonesia
Republic of Peru	PERU	Peru
Petróleo Brasileiro S.A. - Petrobras	PETBRA	Brazil
Petroliam Nasional Berhad	PETMK	Malaysia
Perusahaan Gas Negara Persero Tbk PT	PGASIJ	Indonesia
Republic of the Philippines	PHILIP	Philippines
PhosAgro Bond Funding Limited	PHORRU	Russia
Republic of Poland	POLAND	Poland
PTT Exploration and Production Public Company Limited	PTTEPT	Thailand
PTT Global Chemical Public Company Limited	PTTGC	Thailand
State of Qatar	QATAR	Qatar
Qatar Gas Transport Company Limited (Nakilat) Q.S.C.	QGTS	Qatar
QNB Finance Ltd	QNBK	Qatar
Qtel International Finance Limited	QTELQD	Qatar
Qatar Petroleum	RASGAS	Qatar
Reliance Industries Limited	RILIN	India
Open Joint Stock Company Rosneft Oil Company	ROSNRM	Russia
Russian Agricultural Bank OJSC Via RSHB Capital SA	RSHB	Russia

Schedule 4

RZD Capital Limited	RURAIL	Russia
Russian Federation	RUSSIA	Russia
Transnet SOC Limited	SAFTRA	South Africa
Samarco Mineração S.A.	SAMMIN	Brazil
Banco Santander Brasil SA/Cayman Islands	SANBBZ	Brazil
Banco Santander Chile	SANT	Chile
Sasol Financing International Plc	SASOL	South Africa
Sberbank of Russia Via SB Capital SA	SBERRU	Russia
State Bank of India	SBIIN	India
The Siam Commercial Bank Public Company Limited	SCBTB	Thailand
Southern Copper Corp.	SCCO	Mexico
Shinhan Bank	SHNHAN	Korea
Joint Stock Company Gazprom Neft	SIBNEF	Russia
Republic of Singapore	SIGB	Singapore
Sigma Alimentos, S. A. de C. V.	SIGMA	Mexico
Sinochem Hong Kong (group) Company Limited	SINOCH	China
China Petroleum & Chemical Corp.	SINOPC	China
China Petrochemical Corporation	SINOPE	China
Republic of South Africa	SOAF	South Africa
Chemical & Mining Co. of Chile Inc.	SQM	Chile
Standard Bank PLC	STABAN	South Africa
Sun Hung Kai Properties Limited	SUNHUN	Hong Kong
Swire Properties Limited	SWIPRO	Hong Kong
Swire Pacific Limited	SWIRE	Hong Kong
Abu Dhabi National Energy Company PJSC	TAQAUH	Abu Dhabi
Grupo Televisa, S.A.B.	TELVIS	Mexico
Temasek Financial (I) Limited	TEMASE	Singapore
Tencent Holdings Ltd.	TENCNT	China
Transportadora de Gas del Perú SA	TGPERU	Peru
Kingdom of Thailand	THAI	Thailand
Tingyi Cayman Islands Holding Corp.	TINGYI	China
Rosneft International Holdings Limited	TMENRU	Russia
Oil Transporting Joint Stock Company Transneft	TNEFT	Russia
Consorcio Transmantaro S.A.	TRANSM	Peru
Republic of Turkey	TURKEY	Turkey
Govt of Taiwan	TWGB	Taiwan
Union National Bank PJSC/Abu Dhabi	UNBUH	Abu Dhabi
Open Joint Stock Company Uralkali	URKARM	Russia
Turkiye Vakiflar Bankasi Turk Anonim Ortakligi	VAKBN	Turkey
Vale S.A.	VALEBZ	Brazil
China Vanke Co. Ltd.	VANKE	China

Schedule 4

Votorantim Participacoes S.A.	VOTORA	Brazil
VTB Bank	VTB	Russia
Woori Bank	WOORIB	Korea
Yapi Ve Kredi Bankasi AS	YKBNK	Turkey
Yuexiu Property Company Limited	YUEXIU	China

Sovereign bonds issued by the following countries and jurisdictions: Brazil, Chile, China, Colombia, Czech Republic, Hong Kong, India, Indonesia, Malaysia, Mexico, Peru, Philippines, Poland, Qatar, Russia, Singapore, South Africa, South Korea, Taiwan, Thailand, Turkey, UAE

Schedule 4

SCHEDULE 5

Exception Report & Transfer Procedures

Within 25 days of the end of each calendar month, each Sub Advisor shall provide the Investment Manager with an exception report (“Exception Report”) detailing specific securities owned in the portfolio with relevant characteristics (e.g. par amount, ratings, etc.) that had their Index status affected during the month by upgrade (departing the Index). With respect to High Yield Assets, the Exception Report shall apply only to those securities being held in the applicable account that had their Index status affected by the ratings upgrade. Upgrades highlighted on the Exception Report, (securities moving from the Sub-Advisor’s Index to investment grade public credit) shall be transferred to the applicable investment grade public credit Sub-Advisor on the 1^st business day of the month following the upgrade.

Monthly Client Reporting

Beginning no later than Q3 2014, within 10 business days following each calendar month-end, each Sub-Advisor shall provide a report to the Investment Manager with the following information:

(i) Relative to Benchmark:

(a) Total Return – 1M, 3M, YTD, LTM, 3YR, 5YR and Since Inception performance

(b) Yield to Worst

(c) Yield to Maturity

(d) Duration

(e) OAS

(f) Weighted average rating

(g) Industry Analysis with Exposure by Industries

(h) Credit Quality Analysis

(i) Asset Class Analysis

(j) Top Ten Issuer Overweight – (measured on a market value basis)

(k) Top Ten Issuer Underweight – (measured on a market value basis)

(ii) Unique to Sub-Advisor Strategy:

(a) Total Market Value – current, last quarter end, most recent year end

(b) Performance Attribution – main drivers of performance (ex: security selection, duration, etc.)

(c) Turnover – current and historical

(d) Total Holdings

(e) Out of Index Holdings

(f) Purchases – include yield, rating, total dollar amount

(g) Sales – include yield, rating, total dollar amount

Schedule 5

Quarterly Presentation

In addition to above reporting requirements, each Sub-Advisor shall provide on a quarterly basis (generally via telephone or video) a review of economic and market commentary, strategy, performance and attribution with respect to such Sub-Advisor’s asset class. To the extent that the Investment Manager requests that the Sub-Adviser provide such reporting updates in person, the Investment Manager shall be responsible for the Sub-Adviser’s reasonable out-of-pocket travel expenses related thereto.

Schedule 5

SCHEDULE 6

Schedule 6

EXHIBIT A

FORM OF MASTER SUB-ADVISORY AGREEMENT ADDENDUM

This Master Sub-Advisory Agreement Addendumis made this [•] day of [•], 201[•] (this “Addendum”), by and among Athene Asset Management, L.P., a Cayman Islands exempted limited partnership (the “Investment Manager”), Apollo Capital Management, L.P., a Delaware limited partnership (“ACM”), Apollo Global Real Estate Management, L.P., a Delaware limited partnership (“AGREM”), ARM Manager LLC, a Delaware limited liability company (“ARM”), Apollo Longevity, LLC, a Delaware limited liability company (“ALL”) and Apollo Emerging Markets, LLC, a Delaware limited liability company (“AEM”, and, together with ACM, AGREM, ARM and ALL, the “Sub-Advisors”) pursuant to that certain Amended and Restated Master Sub-Advisory Agreement, dated as of [•] (as amended, supplemented or modified from time to time, the “Master Sub-Advisory Agreement”), by and among the Investment Manager and the Sub-Advisors. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Master Sub-Advisory Agreement.

WHEREAS, the Investment Manager and the Sub-Advisors entered into the Master Sub-Advisory Agreement pursuant to which the Investment Manager retained the Sub-Advisors to manage an investment portfolio of one or more Accounts;

WHEREAS, the Investment Manager serves as investment manager to one or more accounts as may be designated by [Company Name], a [life] insurance company domiciled in [State or other jurisdiction] (“[Company Name]”), as subject to the Investment Manager’s management, pursuant to an Investment Management Agreement dated as of [date], with authority to delegate any of its rights and obligations thereunder to one or more sub-advisors;

WHEREAS, the Investment Manager desires to retain each Sub-Advisor, upon the terms and conditions set forth in this Addendum and in accordance with the Master Sub-Advisory Agreement, to provide advice with respect to the Accounts of [Company Name] accounts (the “[Company Name]Accounts”, which, for the avoidance of doubt, shall be deemed to be an “Account” as such term is defined in the Master Sub-Advisory Agreement), and each Sub-Advisor desires to so act;

WHEREAS, this [Company Name] Addendum shall be attached to and become a part of the Master Sub-Advisory Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Appointment of Sub-Advisors; Delegation of Obligations of Investment Manager to Sub-Advisors. On the terms and subject to the conditions set forth herein and in the Master Sub-Advisory Agreement, the Investment Manager hereby appoints each Sub-Advisor as a sub-investment advisor of the [Company Name] Account with authority with respect to the

Exhibit A

investment and reinvestment of the funds and assets of the [Company Name] Account, and each Sub-Advisor accepts such appointment.

2.[Additional Terms]. [Insert additional terms and conditions which modify the Master Sub-Advisory Agreement.]

3.Termination. The terms and provisions of this [Company Name] Addendum shall apply to all transactions with respect to the [Company Name] Account from the date of this [Company Name] Addendum and this [Company Name] Addendum shall continue in effect until terminated by the Investment Manager on the one hand, or the Sub-Advisors collectively on the other hand, without penalty, by the terminating party giving notice to the other party in accordance with the termination provisions contained in Section 7 of the Master Sub-Advisory Agreement.

4.No Assignment. This [Company Name] Addendum may only be assigned in accordance with the assignment restrictions contained in Section 10 of the Master Sub-Advisory Agreement, which section shall apply equally to this [Company Name] Addendum.

5.Addendum to Master Sub-Advisory Agreement. This [Company Name] Addendum constitutes an Addendum to the Master Sub-Advisory Agreement (as such term is defined in Section 1 of the Master Sub-Advisory Agreement). This [Company Name] Addendum shall be deemed to be attached to and become a part of the Master Sub-Advisory Agreement and the terms of the Master Sub-Advisory Agreement shall be amended, supplemented or modified by the terms of this [Company Name] Addendum as applicable. Any reference to “this Agreement” in the Master Sub-Advisory Agreement shall be deemed to include the terms set forth in this [Company Name] Addendum.

*    *    *    *    *

Exhibit A

IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed by their respective duly authorized officers as of the date and year first above written.

ATHENE ASSET MANAGEMENT, L.P.

By: AAM Ltd., its General Partner

 
_________________________________

Name: James R. Belardi

Title: Chief Executive Officer

APOLLO CAPITAL MANAGEMENT, L.P.

By: Apollo Capital Management, GP, LLC,

its General Partner

 
_________________________________

Name:

Title:

Exhibit A

APOLLO GLOBAL REAL ESTATE MANAGEMENT, L.P.

By: Apollo Global Real Estate Management GP, LLC,

its General Partner

_________________________________

Name:

Title:

ARM MANAGER LLC

_________________________________

Name:

Title:

APOLLO LONGEVITY, LLC

By: Apollo Capital Management, L.P., its sole member

By: Apollo Capital Management, GP, LLC, its General Partner

_________________________________

Name:

Title:

APOLLO EMERGING MARKETS, LLC

By: Apollo Capital Management, L.P.,

its sole member

By: Apollo Capital Management, GP, LLC,

its General Partner

_________________________________

Name:

Title:

Exhibit A

EX-10.4.2

Exhibit 10.4.2

MASTER SUB-ADVISORY AGREEMENT

ADDENDUM ONE

This Master Sub-Advisory Agreement Addendum One is made this 24^th day of November, 2015 (this “Addendum”), by and among Athene Asset Management, L.P., a Cayman Islands exempted limited partnership (the “Investment Manager”), and Apollo Emerging Markets, LLC, a Delaware limited liability company (“AEM”), pursuant to that certain Amended and Restated Master Sub-Advisory Agreement, effective as of April 1, 2014 (as further amended, supplemented or modified from time to time, the “Master Sub-Advisory Agreement”) by and among the Investment Manager and AEM, Apollo Capital Management, L.P., a Delaware limited partnership (“ACM”), Apollo Global Real Estate Management, L.P., a Delaware limited partnership (“AGREM”), Apollo Longevity, LLC, a Delaware limited liability company (“ALL”), and ARM Manager LLC, a Delaware limited liability company (“ARM” and, together with AEM, ACM, AGREM, ARM and ALL, the “Sub-Advisors”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Master Sub-Advisory Agreement.

WHEREAS, the Investment Manager and the Sub-Advisors entered into the Master Sub-Advisory Agreement pursuant to which the Investment Manager retained the Sub-Advisors to manage an investment portfolio of one or more Accounts;

WHEREAS, pursuant to Section 2(k) of the Master Sub-Advisory Agreement, the Investment Manager and AEM entered into an arrangement whereby AEM may execute certain transactions for the Accounts in accordance with the Investment Guidelines set forth on Schedule 3 the Master Sub-Advisory Agreement;

WHEREAS, the Investment Manager and AEM desire to the amend and restate the Investment Guidelines as set forth on Exhibit A attached hereto; and

WHEREAS, this Addendum shall be attached to, amend and become a part of the Master Sub-Advisory Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Amendments to Schedule 3 of the Master Sub-Advisory Agreement. Schedule 3 of the Master Sub-Advisory Agreement is hereby deleted and replaced in its entirety with the attached Exhibit A hereto.

2.Addendum to Master Sub-Advisory Agreement. This Addendum constitutes an Addendum to the Master Sub-Advisory Agreement (as such term is defined in Section 1 of the Master Sub-Advisory Agreement). This Addendum shall be deemed to be attached to, amend and become a part of the Master Sub-Advisory Agreement and the terms of the Master Sub-Advisory Agreement shall be amended, supplemented or modified by the terms of this Addendum as

1

applicable. Any reference to “this Agreement” in the Master Sub-Advisory Agreement shall be deemed to include the terms set forth in this Addendum.

3.Conflicts. In the event of any conflict or inconsistency between the terms of this Addendum and those of the Master Sub-Advisory Agreement, this Addendum will control.

*    *    *    *    *

2

IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed by their respective duly authorized officers as of the date and year first above written.

ATHENE ASSET MANAGEMENT, L.P.

By: AAM GP LTD., its General Partner

/s/ James R. Belardi

Name: James R. Belardi

Title: Chief Executive Officer

APOLLO EMERGING MARKETS, LLC

By:

/s/ Joseph D. Glatt

Name: Joseph D. Glatt

Title: Vice President

Signature Page to Addendum One

EXHIBIT A

AEM

Investment Guidelines

1.AEM Investment Discretion. In accordance with Section 2(k) of the Agreement AEM may execute (or facilitate execution of) transactions on behalf of one or more of the Accounts for which AEM acts as Sub-Advisor, whether under this Agreement or a separate sub-advisory agreement with the Investment Manager (collectively, the “AEM Accounts”), without the prior consent of the Investment Manager, so long as:

(a)    immediately after giving effect to such transactions, to the knowledge of AEM, the holdings of the AEM Accounts are in compliance with the Investment Guidelines below or as otherwise may be agreed in writing between the Investment Manager and AEM and subject to the terms of this Addendum (as amended or supplemented from time to time by agreement of the Investment Manager and AEM, the “Investment Guidelines”); and

(b)    the issuers in such transactions are among the pre-approved list of issuers set forth in Schedule 4 attached hereto (as amended or supplemented from time to time by written agreement of the Investment Manager and AEM, which such written agreement may be in the form of email, the “Approved Issuers List”).

Notwithstanding the foregoing, the Investment Manager may revoke such investment discretion at any time upon notice to AEM. This Schedule 3 and the Schedule 4 attached to the Agreement may otherwise be amended, supplemented or modified from time to time as agreed to in writing solely by the Investment Manager and AEM without a formal amendment to the Agreement. For the avoidance of doubt, AEM shall be required to seek the written consent of the Investment Manager prior to executing any transactions that do not comply with the Investment Guidelines or are not included among the pre-approved classes of transactions on the Approved Issuers List, and the Investment Manager shall approve, decline or ratify such transactions, as applicable, in its sole discretion.

2.Investment Guidelines. The Investment Guidelines set forth herein may be amended, waived or modified only by the written agreement of AEM and the Investment Manager, which such written agreement may be in the form of email, and the Investment Manager may request AEM to make suitable modifications to this Schedule 3 to reflect any change in market or other circumstances or to reflect regulatory requirements of its Clients; provided, that any modification to this Schedule 3 requested by the either party shall become effective only upon agreement by both parties (which such agreement shall not be unreasonably withheld by AEM).

The allocation to the AEM Accounts shall not exceed a market value of $1,000,000,000 (such maximum amount, the “AEM Allocation”) unless otherwise agreed upon in writing between the Investment Manager and AEM, which such written agreement may be in the form of an email. All percentages set forth below shall be calculated on a market value basis as percentages of the AEM Allocation and shall be measured at the time of acquisition and on a continuous basis.

Exhibit A

Investment Limits:

• Eligible Assets: 100% of the AEM Allocation shall be invested in the debt securities of corporate or sovereign issuers listed on the Approved Issuers List.

• Eligible Countries: 100% of the invested assets in the AEM Accounts shall be invested in issuers organized in an Emerging Market Country or a Tax Jurisdiction (each as defined below). Unless otherwise agreed upon in writing between the Investment Manager and AEM, which such written agreement may be in the form of an email, (i) an “Emerging Market Country” shall include (a) those countries defined as Emerging Markets in the MSCI Emerging Markets Index (“MSCIEM”) and (b) Morocco, Israel, Hong Kong and Singapore, and (ii) a “Tax Jurisdiction” shall include the following countries: the Cayman Islands, Ireland, Bermuda, Bahamas, British Virgin Islands, Jersey, Liechtenstein, Luxembourg and the Netherlands.

• Regions: No more than 50% of the AEM Allocation may be invested in any one “region” as defined by the MSCIEM.

• Countries Limits:

o No more than 25% of the AEM Allocation may be invested in issuers organized in the same country.

o No more than 25% of the AEM Allocation may be invested in issuers organized in the Tax Jurisdictions on an aggregate basis.

• Sectors: Exposure to a single “sector” (as defined in the applicable Bloomberg Industry Classification System (“BICS”)): No more than 25% of the AEM Allocation, except as set forth below with respect to the “financial” sector.

o Exposure to “financial” sector (as defined in the applicable BICS): No more than 40% of the AEM Allocation.

§ Sublimit for the “banking” subsectors of the “financial sector” (as defined in the applicable BICS): No more than 30% of the AEM Allocation.

§ Sublimit for other subsectors of the “financial” sectors: No more than 12.5% of the AEM Allocation.

• Ratings Limits: Up to 100% of the AEM allocation shall be invested in debt securities rated Investment Grade (as defined below), except as set forth below with respect to HY Securities (defined below).

o No more than 15% of the AEM Allocation may be invested HY Securities (as defined below).

• Single Issuer Limits

o No more than 5% of the AEM Allocation may be invested in Investment Grade securities of a single issuer.

o No more than 3% of the AEM Allocation may be invested in HY Securities of a single issuer.

Credit Ratings. “Investment Grade” means an investment which is, (i) if rated by the Securities Valuation Office of the National Association of Insurance Commissioners (the “SVO”), rated Class 1 or 2, and (ii)(A) if rated by one Nationally Recognized Statistical Rating Organization (an “NRSRO”), rated investment grade by such NRSRO, (B) if rated by two NRSROs, rated investment

Exhibit A

grade by the NRSRO assigning the lower of the two ratings, or (C) if rated by three or more NRSROs, rated investment grade by the NRSRO assigning the second lowest rating of the NRSROs. “HY Securities” means debt securities that are rated below Investment Grade but not less than “BB-”. “BB-” means if rated if rated by one NRSRO, a credit rating of at least BB- (or an equivalent rating) by such NRSRO, (B) if rated by two NRSROs, a credit rating of at least BB- (or an equivalent rating) by the NRSRO assigning the lower of the two ratings, or (C) if rated by three or more NRSROs, a credit rating of at least BB- (or equivalent rating rating) by the NRSRO assigning the second lowest rating of the NRSROs. All credit ratings are determined at the time of acquisition but shall be monitored on a continuous basis in accordance with the compliance requirements set forth in the Investment Guidelines.

Tax Considerations. AEM shall only purchase securities on behalf of the AEM Accounts if the issuer (i) is organized in a jurisdiction which, at the time of acquisition of an investment, does not require withholding tax on interest paid to a U.S. tax resident that qualifies for benefits under an applicable tax treaty either pursuant to the domestic laws of the country or pursuant to the relevant tax treaty or (ii) provides for a gross up of any withholding taxes.

Compliance. AEM shall provide written notice, which such written notice may be in the form of email, to the Investment Manager within five (5) business days of its knowledge of the acquisition or establishment of an investment or position that does not comply with the Investment Guidelines and/or Approved Issuers List (including noncompliance described below which does not result from the volitional acts of AEM) at the time of such acquisition or establishment and shall use commercially reasonable efforts to enter into a mutual agreement with the Investment Manager regarding AEM’s resolution of such breach. Notwithstanding the foregoing, to the extent the portfolio becomes noncompliant with the Investment Guidelines due to changes in the market values, maturities, amortization rates, credit ratings or other characteristics of the securities or other instruments after purchase or because of other causes not due to the volitional acts of AEM, AEM shall use commercially reasonable efforts to dispose of such security, or transfer such security within 45 business days of its knowledge of such noncompliance unless a shorter period is requested by the Investment Manager to AEM or such non-compliance is waived in writing by the Investment Manager.

In addition to the reporting requirements set forth on Schedule 5 and the other compliance requirements set forth above, within ten (10) business days of the end of each calendar month, AEM shall also provide to the Investment Manager a statement (a “Compliance Statement”) reporting whether each asset in the AEM Accounts as of the last day of the calendar month subject to such report, and all the assets in the AEM Accounts in aggregate, as of the last day of the calendar month subject to such report, were in compliance with the Investment Guidelines and the Approved Issuers List and the nature, reason and magnitude of noncompliance, if any, with the Investment Guidelines and/or the Approved Issuers List. Such Compliance Statement shall be provided to the Investment Manager via email at legalcomp@athenelp.com.

Exhibit A

EX-10.4.3

Exhibit 10.4.3

MASTER SUB-ADVISORY AGREEMENT

ADDENDUM TWO

This Master Sub-Advisory Agreement Addendum Two is made this 8^th day of June, 2017 (this “Addendum”), by and among Athene Asset Management, L.P., a Cayman Islands exempted limited partnership (the “Investment Manager”), Apollo Capital Management, L.P., a Delaware limited partnership (“ACM”), Apollo Global Real Estate Management, L.P., a Delaware limited partnership (“AGREM”), ARM Manager LLC, a Delaware limited liability company (“ARM”), Apollo Longevity, LLC, a Delaware limited liability company (“ALL”) and Apollo Emerging Markets, LLC, a Delaware limited liability company (“AEM” and together with ACM, AGREM, ARM and ALL, the “Sub-Advisors), pursuant to that certain Amended and Restated Master Sub-Advisory Agreement, effective as of April 1, 2014 (as further amended, supplemented or modified from time to time, the “Master Sub-Advisory Agreement”) by and among the Investment Manager and the Sub-Advisors. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Master Sub-Advisory Agreement.

WHEREAS, the Investment Manager and the Sub-Advisors entered into the Master Sub-Advisory Agreement pursuant to which the Investment Manager retained the Sub-Advisors to manage an investment portfolio of one or more Accounts;

WHEREAS, the Investment Manager and the Sub-Advisors have agreed to the payment of certain fees for services provided by the Sub-Advisors to the Investment Manager in respect of certain investments, with such fees being described herein and evidenced by replacing Schedule 2.1 to the Master Sub-Advisory Agreement in its entirety with Exhibit A attached hereto; and

WHEREAS, this Addendum shall be attached to, amend and become a part of the Master Sub-Advisory Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Amendments to Schedule 2 of the Master Sub-Advisory Agreement. Schedule 2.1 of the Master Sub-Advisory Agreement is hereby deleted and replaced in its entirety with the attached Exhibit A hereto.

2.Addendum to Master Sub-Advisory Agreement. This Addendum constitutes an Addendum to the Master Sub-Advisory Agreement (as such term is defined in Section 1 of the Master Sub-Advisory Agreement). This Addendum shall be deemed to be attached to, amend and become a part of the Master Sub-Advisory Agreement and the terms of the Master Sub-Advisory Agreement shall be amended, supplemented or modified by the terms of this Addendum as applicable. Any reference to “this Agreement” in the Master Sub-Advisory Agreement shall be deemed to include the terms set forth in this Addendum.

1

3.Conflicts. In the event of any conflict or inconsistency between the terms of this Addendum and those of the Master Sub-Advisory Agreement, this Addendum will control.

*    *    *    *    *

2

IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed by their respective duly authorized officers as of the date and year first above written.

ATHENE ASSET MANAGEMENT, L.P.

BY: AAM GP LTD., ITS GENERAL PARTNER

/s/ James R. Belardi

Name: James R. Belardi

Title: Chief Executive Officer

APOLLO CAPITAL MANAGEMENT, L.P.

By: Apollo Capital Management, GP, LLC,

its General Partner

/s/ Joseph D. Glatt

Name: Joseph D. Glatt

Title: Vice President

APOLLO GLOBAL REAL ESTATE MANAGEMENT, L.P.

By: Apollo Global Real Estate Management GP, LLC,

its General Partner

/s/ Joseph D. Glatt

Name: Joseph D. Glatt

Title: Vice President

ARM MANAGER LLC

/s/ Joseph D. Glatt

Name: Joseph D. Glatt

Title: Vice President

Signature Page to Addendum One

APOLLO LONGEVITY, LLC

By: Apollo Capital Management, L.P., its sole member

By: Apollo Capital Management, GP, LLC, its General Partner

/s/ Joseph D. Glatt

Name: Joseph D. Glatt

Title: Vice President

APOLLO EMERGING MARKETS, LLC

By: Apollo Capital Management, L.P.,

its sole member

By: Apollo Capital Management, GP, LLC,

its General Partner

/s/ Joseph D. Glatt

Name: Joseph D. Glatt

Title: Vice President

Signature Page to Addendum One

Exhibit A

Schedule 2-1

Management Fee Schedule

1. Management Fee. In consideration of the services performed under the Agreement, the Investment Manager shall pay to the Sub-Advisors (allocated among such Sub-Advisors as such Sub-Advisors shall determine) a management fee (the “Management Fee”), calculated and paid quarterly in arrears as a percentage of Average Month-End Net Asset Value of assets in all the Accounts managed by the Sub-Advisors (unless otherwise agreed to by the parties¹), (other than Third Party CLO Equity Managed Account (as described on Schedule 2-3)²) pursuant to the following schedule, which shall take effect with respect to new and existing assets as of January 1, 2017³:

Assets Under Management4	Management Fee Rate5
< $10,000,000,000	40 bps (0.40%) per annum
≥ $10,000,000,000 and < $12,440,936,389	35 bps (0.35%) per annum
> $12,440,936,389 and < $16,000,000,000	40 bps (0.40%) per annum
> $16,000,000,000	35 bps (0.35%) per annum

¹ For the avoidance of doubt but subject to Section 2(a), to the extent that a Sub-Adviser invests on behalf of the Account in an affiliate-managed CLO (a) to the extent that such investment is on a secondary basis in one of the debt and/or equity tranches of such CLO, the Account will be charged fees pursuant to this Schedule 2-1; and (b) to the extent that such investment is on a primary basis, the agreement governing the Account’s investment into the affiliate-managed CLO will govern the treatment of fees in such instance (and not, for the avoidance of doubt, this Schedule 2-1). In addition, the Investment Manager shall be responsible for any servicing fees associated with the sub-advised mortgage and mezzanine real estate loan portfolio.

² For the avoidance of doubt, this fee schedule does not apply to future or existing investments in Apollo funds (which as of the date hereof includes but is not limited to TRF, COF 3, EPFs, FCIs, all the ALM and ALME CLO sand related warehouses, the levered CMBS funds and APC), or to any investments made by Apollo Royalties Management LLC. Additionally, this fee schedule does not apply to investments in MCF CLO II (f/k/a Kirkwood), which is covered by Schedule 2-3 hereof). Fees with respect to the Third Party CLO Equity Managed Account are charged pursuant to Schedule 2-3, and the Project Orange Trade will be included in the Third Party CLO Equity Managed Account and charged accordingly.

³ For the avoidance of doubt, this fee schedule applies to certain trades, notwithstanding that they took place prior to January 1, 2017, as set forth on Schedule 6.

⁴ “Assets Under Management” shall be calculated in the aggregate to include the investment assets of or relating to Athene Holding Ltd. (“Athene”) and its subsidiaries, managed by ACM, AGREM, ARM, ALL, AEM or an affiliate thereof, whether under this Agreement or separate sub-advisory agreement with the Investment Manager, including cash and all assets in surplus accounts and funds withheld accounts, modified coinsurance accounts and reinsurance trusts supporting reinsurance agreements entered into by Athene and managed by ACM, AGREM, ARM, ALL and AEM. For the avoidance of doubt, Assets Under Management shall not include future or existing investments in Apollo managed funds (which as of the date hereof includes but is not limited to TRF, COF 3, EPFs, FCIs, all the ALM, ALME or other affiliated CLOs or CLO-sponsored vehicles and related warehouses, APC, the levered CMBS funds) or any investments made by Apollo Royalties Management LLC; provided, that, notwithstanding the foregoing, to the extent that the Account invests in any affiliated CLO or CLO-sponsored vehicle pursuant to which the Account is charged fees pursuant to this Schedule 2-1, such investment in such affiliated CLO or CLO-sponsored vehicle shall be included in Assets Under Management.

⁵ For the avoidance of doubt, this Schedule 2-1 shall not apply to any Apollo controlled investment entities, the fee schedule of which shall be governed by a separate schedule or other governing document.

Exhibit A

Exhibit A

The “Average Month-End Net Asset Value” shall be the average of the month-end aggregate net asset value of the Accounts during the calendar quarter. If the period in respect of which a Management Fee is payable is less than a calendar quarter, then the Management Fee shall be pro rated accordingly. For the avoidance of doubt, for a given month, Average Month-End Net Asset Value shall be calculated based on trade date holdings plus accrued interest.

2. Valuation. Each Sub-Advisor, through its designee, shall (i) be responsible for determining the value of the assets that are purchased for the Accounts that it manages in accordance with such Sub-Advisor’s existing policies and procedures, and (ii) shall use commercially reasonable efforts to submit a proposed valuation of such Accounts within 5 business days (but in no event later than 6 business days) following each month-end to the Investment Manager. The parties hereto agree to negotiate in good faith as to any objections raised by the Investment Manager about the valuation of assets in the Accounts for purposes of determining the Management Fees.

3. Payment of Fees. The Management Fee will be calculated, billed, and paid quarterly in arrears, based on the Average Month-End Net Asset Value as of the last business day of each and all of the three calendar months during the relevant quarter, or in the case of any partial quarterly period, the last day of each calendar month during the relevant period and the last business day of such period. The Investment Manager will pay any Management Fees payable hereunder within 30 calendar days following receipt by the Investment Manager of an invoice for such fee, detailing the calculation of such fee. The Investment Manager and the Sub-Advisors shall agree on the form and substance of such invoice before the first Management Fee billing cycle. Upon termination of the Agreement, any outstanding Management Fee shall become immediately payable by the Investment Manager.

4. Incentive Fees. For the avoidance of doubt, the provisions governing incentive fees on existing assets remain intact and shall not be deemed amended by this Agreement. The Investment Manager and each Sub-Advisor may agree in writing from time to time on an incentive fee with respect to particular investments or asset classes managed by such Sub-Advisor.

Exhibit A

EX-10.4.4

Exhibit 10.4.4

MASTER SUB-ADVISORY AGREEMENT

ADDENDUM THREE

This Master Sub-Advisory Agreement Addendum Three is made this 29th day of June, 2018 (this “Addendum”), by and among Athene Asset Management LLC (f/k/a Athene Asset Management, L.P.), a Delaware limited liability company (the “Investment Manager”), Apollo Capital Management, L.P., a Delaware limited partnership (“ACM”), Apollo Global Real Estate Management, L.P., a Delaware limited partnership (“AGREM”), ARM Manager LLC, a Delaware limited liability company (“ARM”), Apollo Longevity, LLC, a Delaware limited liability company (“ALL”) and Apollo Emerging Markets, LLC, a Delaware limited liability company (“AEM” and together with ACM, AGREM, ARM and ALL, the “Sub-Advisors), pursuant to that certain Amended and Restated Master Sub-Advisory Agreement, effective as of April 1, 2014 (as further amended, supplemented or modified from time to time, the “Master Sub-Advisory Agreement”) by and among the Investment Manager and the Sub-Advisors. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Master Sub-Advisory Agreement.

WHEREAS, the Investment Manager and the Sub-Advisors entered into the Master Sub-Advisory Agreement pursuant to which the Investment Manager retained the Sub- Advisors to manage an investment portfolio of one or more Accounts;

WHEREAS, Section 2(k) of the Master Sub-Advisory Agreement provides that the parties may enter into an arrangement, either pursuant to an Addendum or other written arrangement, whereby the Sub-Advisor would have discretion with respect to certain transactions other than as set forth in Section 2(a) of the Master Sub-Advisory Agreement, such as to execute transactions for the Accounts without seeking prior consent from the Investment Manager so long as they fit within, among other things, certain prescribed guidelines;

WHEREAS, one or more Accounts desire to invest in Apollo Hybrid Value Fund,

(the “HV Fund”), and in connection with such investment, one or more Accounts also desire to invest on an incremental direct investment basis, following the same strategy as the HV Fund, alongside (but not through or part of) the HV Fund (the “Hybrid Value Managed Account”) via an investment in AA Direct, L.P., a Delaware limited partnership formed to facilitate the Hybrid Value Managed Account (“AA Direct”);

WHEREAS, the Investment Manager and Sub-Advisors desire to permit ACM to provide advice and execute certain transactions for the Accounts with respect to the Hybrid Value Managed Account and have agreed to the payment of certain fees for services provided by the Sub-Advisors to the Investment Manager in respect of the Hybrid Value Managed Account as set forth in Schedule 2-5 attached hereto; and

WHEREAS, this Addendum shall be attached to, amend and become a part of the Master Sub-Advisory Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Amendments to Schedule 2-1 of the Master Sub-Advisory Agreement. Schedule 2-1 of the Master Sub-Advisory Agreement is hereby amended and replaced in its entirety with Exhibit A attached hereto.

2.Amendments to Schedule 2 of the Master Sub-Advisory Agreement. Schedule 2 of the Master Sub-Advisory Agreement is hereby amended to include as Schedule 2-5, the form of Exhibit B attached hereto.

3.Amendments to Schedule 3 of the Master Sub-Advisory Agreement. Schedule 3 of the Master Sub-Advisory Agreement is hereby amended to include as Schedule 3-1, the form of Exhibit C hereto.

4.Addendum to Master Sub-Advisory Agreement. This Addendum constitutes an Addendum to the Master Sub-Advisory Agreement (as such term is defined in Section 1 of the Master Sub-Advisory Agreement). This Addendum shall be deemed to be attached to, amend and become a part of the Master Sub-Advisory Agreement and the terms of the Master Sub-Advisory Agreement shall be amended, supplemented or modified by the terms of this Addendum as applicable. Any reference to “this Agreement” in the Master Sub-Advisory Agreement shall be deemed to include the terms set forth in this Addendum.

5.Ratification. Except with respect to matters expressly provided for herein, all terms, provisions and conditions of the Master Sub-Advisory Agreement are hereby ratified and shall remain unchanged and continue in full force and effect.

6.Conflicts. In the event of any conflict or inconsistency between the terms of this Addendum and those of the Master Sub-Advisory Agreement, this Addendum will control.

1

Exhibit 10.4.4

IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed by their respective duly authorized officers as of the date and year first above written.

ATHENE ASSET MANAGEMENT LLC

/s/ James R. Belardi

Name: James R. Belardi

Title: Chief Executive Officer

APOLLO CAPITAL MANAGEMENT, L.P.

By: Apollo Capital Management, GP, LLC,

its General Partner

/s/ Joseph D. Glatt

Name: Joseph D. Glatt

Title: Vice President

APOLLO GLOBAL REAL ESTATE MANAGEMENT, L.P.

By: Apollo Global Real Estate Management, GP, LLC,

its General Partner

/s/ Joseph D. Glatt

Name: Joseph D. Glatt

Title: Vice President

ARM MANAGER LLC

/s/ Joseph D. Glatt

Name: Joseph D. Glatt

Title: Vice President

APOLLO LONGEVITY, LLC

By: Apollo Capital Management L.P., its sole member

By: Apollo Capital Management GP, LLC, its General Partner

/s/ Joseph D. Glatt

Name: Joseph D. Glatt

Title: Vice President

APOLLO EMERGING MARKETS, LLC

By: Apollo Capital Management L.P., its sole member

By: Apollo Capital Management GP, LLC, its General Partner

/s/ Joseph D. Glatt

Name: Joseph D. Glatt

Title: Vice President

Signature Page to Master Sub-Advisory Agreement Addendum Three

Exhibit 10.4.4

Exhibit A

Schedule 2-1

Management Fee Schedule (all Sub-Advisors other than Apollo Royalties Management LLC)

1. Management Fee. In consideration of the services performed under the Agreement, the Investment Manager shall pay to the Sub-Advisors (allocated among such Sub-Advisors as such Sub-Advisors shall determine) a management fee (the “Management Fee”), calculated and paid quarterly in arrears as a percentage of Average Month-End Net Asset Value of assets in all the Accounts managed by the Sub-Advisors (unless otherwise agreed to by the parties¹), (other than Third Party CLO Equity Managed Account (as described on Schedule 2-3)² and the Hybrid Value Managed Account (as described on Schedule 2-5³)) pursuant to the following schedule, which shall take effect with respect to new and existing assets as of January 1, 2017:

¹ For the avoidance of doubt but subject to Section 2(a), to the extent that a Sub-Adviser invests on behalf of the Account in an affiliate-managed CLO (a) to the extent that such investment is on a secondary basis in one of the debt and/or equity tranches of such CLO, the Account will be charged fees pursuant to this Schedule 2-1; and (b) to the extent that such investment is on a primary basis, the agreement governing the Account’s investment into the affiliate-managed CLO will govern the treatment of fees in such instance (and not, for the avoidance of doubt, this Schedule 2-1). In addition, the Investment Manager shall be responsible for any servicing fees associated with the sub-advised mortgage and mezzanine real estate loan portfolio.

² For the avoidance of doubt, this fee schedule does not apply to future or existing investments in Apollo funds (which as of the date hereof includes but is not limited to TRF, COF 3, SCRF IV, AA Direct, EPFs, FCIs, all the ALM and ALME CLO sand related warehouses, the levered CMBS funds and APC), or to any investments made by Apollo Royalties Management LLC. Additionally, this fee schedule does not apply to investments in MCF CLO II (f/k/a Kirkwood), which is covered by Schedule 2-3 hereof). Fees with respect to the Third Party CLO Equity Managed Account are charged pursuant to Schedule 2-3, and the Project Orange Trade will be included in the Third Party CLO Equity Managed Account and charged accordingly.

³ Fees with respect to the Hybrid Value Managed Account are charged pursuant to Schedule 2-5. In addition, fees with respect to the Hybrid Value Managed Account are in addition to, and not set-off against, the fees charged by the HV Fund.

Exhibit A

Exhibit 10.4.4

Assets Under Management4	Management Fee Rate5
< $10,000,000,000	40 bps (0.40%) per annum
≥ $10,000,000,000 and < $12,440,936,389	35 bps (0.35%) per annum
> $12,440,936,389 and < $16,000,000,000	40 bps (0.40%) per annum
> $16,000,000,000	35 bps (0.35%) per annum

The “Average Month-End Net Asset Value” shall be the average of the month-end aggregate net asset value of the Accounts during the calendar quarter. If the period in respect of which a Management Fee is payable is less than a calendar quarter, then the Management Fee shall be pro rated accordingly. For the avoidance of doubt, for a given month, Average Month-End Net Asset Value shall be calculated based on trade date holdings plus accrued interest.

2. Valuation. Each Sub-Advisor, through its designee, shall (i) be responsible for determining the value of the assets that are purchased for theAccounts that it manages in accordance with such Sub-Advisor’s existing policies and procedures, and (ii) shall use commercially reasonable efforts to submit a proposed valuation of such Accounts within 5 business days (but in no event later than 6 business days) following each month-end to the Investment Manager. The parties hereto agree to negotiate in good faith as to any objections raised by the Investment Manager about the valuation of assets in the Accounts for purposes of determining the Management Fees.

3. Payment of Fees. The Management Fee will be calculated, billed, and paid quarterly in arrears, based on the Average Month-End Net Asset Value as of the last business day of each and all of the three calendar months during the relevant quarter, or in the case of any partial quarterly period, the last day of each calendar month during the relevant period and the last business day of such period. The Investment Manager will pay any Management Fees payable hereunder within 30 calendar days following receipt by the Investment Manager of an invoice for such fee, detailing the calculation of such fee. The Investment Manager and the Sub-Advisors shall agree on the form and substance of such invoice before the first Management Fee billing cycle. Upon termination of the Agreement, any outstanding Management Fee shall become immediately payable by the Investment Manager.

⁴ “Assets Under Management” shall be calculated in the aggregate to include the investment assets of or relating to Athene Holding Ltd. (“Athene”) and its subsidiaries, managed by ACM, AGREM, ARM, ALL, AEM or an affiliate thereof, whether under this Agreement or separate sub-advisory agreement with the Investment Manager, including cash and all assets in surplus accounts and funds withheld accounts, modified coinsurance accounts and reinsurance trusts supporting reinsurance agreements entered into by Athene (collectively, “Athene Accounts”) and managed by ACM, AGREM, ARM, ALL and AEM. For the avoidance of doubt, Assets Under Management shall not include future or existing investments in Apollo managed funds (which as of the date hereof includes but is not limited to TRF, COF 3, EPFs, FCIs, all the ALM, ALME or other affiliated CLOs or CLO-sponsored vehicles and related warehouses, APC, the levered CMBS funds) or any investments made by Apollo Royalties Management LLC; provided, that, notwithstanding the foregoing, (a) Assets Under Management shall include investment by any Athene Accounts in the Hybrid Value Managed Account (including, without limitation investment through AA Direct) and (b) to the extent that the Account invests in any affiliated CLO or CLO-sponsored vehicle pursuant to which the Account is charged fees pursuant to this Schedule 2-1, such investment in such affiliated CLO or CLO-sponsored vehicle shall be included in Assets Under Management.

⁵ For the avoidance of doubt, this Schedule 2-1 shall not apply to any Apollo controlled investment entities, the fee schedule of which shall be governed by a separate schedule or other governing document.

4. Incentive Fees. For the avoidance of doubt, the provisions governing incentive fees on existing assets remain intact and shall not be deemed amended by this Agreement. The Investment Manager and each Sub-Advisor may agree in writing from time to time on an incentive fee with respect to particular investments or asset classes managed by such Sub-Advisor.

Exhibit A

Exhibit 10.4.4

Exhibit B

Schedule 2-5

Hybrid Value Managed Account

1) Management Fee. In consideration of the services performed under the Agreement and pursuant to this Schedule 2-5, the Investment Manager shall pay a management fee (the “Management Fee”), calculated and paid quarterly in arrears equal to 50 bps (0.50%) per annum on the quarter end cost basis of invested securities in the Hybrid Value Managed Account.

2) Payment of Fees. The Management Fee will be calculated, billed, and paid quarterly in arrears, as of the last business day of each and all of the four calendar quarters during the relevant calendar year, or in the case of any partial annual period, the last day of each calendar quarter during the relevant period and the last business day of such period. The Investment Manager will pay any Management Fees payable hereunder within 30 calendar days following receipt by the Investment Manager of an invoice for such fee, detailing the calculation of such fee. The Investment Manager and the Sub-Advisors shall agree on the form and substance of such invoice before the first Management Fee billing cycle. Upon termination of the Agreement, any outstanding Management Fee shall become immediately payable by the Investment Manager.

3) Incentive Fee. In addition to the Management Fee set forth above, the Investment Manager shall pay to ACM an incentive fee equal to three percent (3%) of the realized proceeds (including principal repayments and coupon payments, “Proceeds”) in excess of the cost of each investment recommended by ACM pursuant to this Schedule 2-5 and return of the Preferred Return with respect to each investment, each as fully described below (the “Incentive Fee” and together with the Management Fee, the “Fees”). Specifically, Proceeds from each investment will be allocated as follows:

(i) First, to the Investment Manager’s applicable clients (the “Clients”) until such Clients have received an amount equal to the aggregate amount of capital contributions made by such Clients to the Hybrid Value Managed Account (including any Management Fees paid pursuant to this Schedule 2-5 and related to the Hybrid Value Managed Account);

(ii) Second, to the applicable Clients until such Clients have received an amount equal to interest at the rate of eight percent (8%) per annum, compounded annually, on the aggregate amount of capital contributions made by such Clients to the Hybrid Value Managed Account (including on any Management Fees paid pursuant to this Schedule 2-5 and related to the Hybrid Value Managed Account) until the relevant dates on which amounts representing such capital contributions and the priority return thereon are distributed;

(iii) Third, 100% to ACM until ACM has received an amount equal to 3% of the sum of the allocations made pursuant to item (ii) above and amounts then and previously allocated pursuant to this item (iii); and

(iv) Finally, 97% to the applicable Clients and 3% to ACM.

Upon the termination of the Agreement, a clawback calculation will be completed based on the aggregate Proceeds received from all realized investments recommended by ACM pursuant hereto, and ACM shall be required to repay any Incentive Fee previously paid to ACM to the extent that any realized losses from investments recommended by ACM pursuant to this Schedule 2-5 remain unreturned to the applicable Clients upon such termination.

4) Incentive Fee Payment. Incentive Fee will be paid quarterly in arrears. As referenced in Schedule 2.1, provisions governing incentive fees on existing assets remain intact and shall not be deemed amended by this Agreement. The Investment Manager and each Sub-Advisor may in addition agree in writing from time to time on an incentive fee with respect to particular investments or asset classes managed by such Sub-Advisor.

Exhibit B

Exhibit 10.4.4

Exhibit C

Schedule 3-1

Hybrid Value Managed Account - Investment Guidelines

The Investment Guidelines related to the Hybrid Value Managed Account shall be consistent with those contained in the governing documents of AA Direct. Furthermore, each investment made by the Accounts in respect of the HV Fund, shall also be made by the Accounts with respect to the Hybrid Value Managed Account on pro rata based on the amount of capital in the HV Fund and the Hybrid Value Managed Account by clients of the Investment Manager. Notwithstanding the foregoing, the Investment Manager may revoke such investment discretion at any time upon notice to ACM. This Schedule 3-1 and the Schedule 4 attached to the Agreement may otherwise be amended, supplemented or modified from time to time as agreed to in writing solely by the Investment Manager and ACM without a formal amendment to the Agreement.

Exhibit C

EX-10.7.1

Exhibit 10.7.1

INVESTMENT MANAGEMENT AGREEMENT

This Investment Management Agreement (the “Agreement”), dated as of October 2, 2013 by and between Aviva Life and Annuity Company, an Iowa corporation (the “Company”), and Athene Asset Management LLC, a Delaware limited liability company (the “Investment Manager”).

WHEREAS, the Company desires to appoint the Investment Manager to supervise and direct the investment and reinvestment of the Company’s assets (collectively, the “Account”), and the Investment Manager wishes to accept such appointment, in each case, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.Appointment of Investment Manager. On the terms and subject to the conditions set forth herein, the Company hereby appoints the Investment Manager as investment manager of the Account with discretionary authority to manage the investment and reinvestment of the funds and assets of the Account, and the Investment Manager accepts such appointment. In performing its duties, obligations and responsibilities hereunder, the Investment Manager shall act in all matters as a fiduciary to the Company subject to such fiduciary duties under the Advisers Act in the context of investment advice to its clients and a general fiduciary duty to the Company in all other matters. The Investment Manager acknowledges and agrees that such fiduciary duties require it to discharge each of its duties and exercise each of its powers under this Agreement with the care, skill and diligence that a registered investment adviser, acting in a like capacity and familiar with insurance company matters, would use in the conduct of a like enterprise with like aims, taking into consideration the facts and circumstances then prevailing, and shall specifically include a duty: (i) to act with utmost good faith; (ii) of loyalty to the Company; (iii) to provide full and fair disclosure of all material facts; and (iv) to employ reasonable care to avoid misleading the Company. With respect to any time that any assets of the Account constitute “plan assets” subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the Investment Manager (i) acknowledges that it is a fiduciary under ERISA with respect to each employee benefit plan subject to ERISA whose assets are held in the Account (a “Plan”), and (ii) accepts its appointment as an “investment manager” within the meaning of Section 3(38) of ERISA with respect to such assets.

2.Management Services; Duties of and Restrictions on Investment Manager;

Sub-Advisors.

(a)For the avoidance of doubt and without limiting the generality of the

powers conferred upon it by Section 1, the Investment Manager shall be responsible for the

CH1 7679276v.7

investment and reinvestment of the assets of the Account in accordance with the Company’s investment guidelines as adopted by the Company’s Board of Directors and provided to the Investment Manager from time to time (the “Investment Guidelines”). In connection therewith, the Investment Manager shall have authority, to the fullest extent permitted in such Investment Guidelines:

(i)to undertake all investment activities with respect to the Account, including, without limitation, to buy, sell, sell short, hold and trade, on margin or otherwise and in or on any market or exchange within or outside the United States or otherwise, securities convertible into preferred or common stock of domestic and foreign issuers, debt securities of domestic and foreign governmental issuers (including federal, state and municipal issuers) and domestic and foreign corporate issuers, investment company securities, money market securities, partnership interests, mortgage- and asset- backed securities, foreign currencies and currency forwards, futures contracts and options thereon, bank and debtor-in- possession loans, trade receivables, repurchase and reverse repurchase agreements, commercial paper, other securities, futures and derivatives (including equity, interest rate and currency swaps, swaptions, caps, collars and floors or other instruments, whether tradeable currently or developed in the future), rights and options on all of the foregoing and other investments, assets or property selected by the Investment Manager in its discretion;

(ii)to select, open, maintain or close one or more sub-accounts with any Custodian (as defined hereinafter) pursuant to the applicable Custodial Agreement (as defined hereinafter);

(iii)to transfer funds (by wire transfer or otherwise) or securities (by transfer via the Depository Trust & Clearing Corporation or otherwise) (A) between the Account’s Custodians (if more than one), (B) between sub-accounts maintained by any Custodian for the Account, (C) subject to Section 19(d), between the Account and any account owned by other clients of the Investment Manager or (D) to or from any brokers or dealers engaged by the Investment Manager on behalf of the Company in connection with the investments permitted herein;

(iv)to select and open, maintain, and close one or more trading accounts with brokers and dealers for the execution of transactions on behalf of the Company and to negotiate, enter into, execute, deliver, perform, renew, extend, and terminate all contracts, agreements, and other undertakings on behalf of the Company with brokers, dealers, or other counterparties, including, but not limited to, executing broker agreements; provided that, the Investment Manager shall not enter into prime brokerage agreements or new Custodial Agreements without the prior written consent of the Company; and

(v)to effect such other investment transactions involving the funds and assets in the Account and to negotiate and execute on behalf of the Company

and in its name, such documents and agreements deemed necessary or appropriate by the Investment Manager in connection with or in furtherance of the foregoing, including, without limitation, subscription agreements or other commitment agreements, transfer documentation, swaps, futures, options and other agreements with counterparties on the Company’s behalf as the Investment Manager deems appropriate from time to time in order to carry out the Investment Manager’s responsibilities hereunder.

(b)Except as otherwise consented to by the Company, but subject to ERISA, as applicable, no investment may be acquired by the Investment Manager on behalf of the Account unless the investment complies with the Investment Guidelines at the time of purchase. The Investment Manager shall be obligated to manage the Account at all times in accordance with the Investment Guidelines, provided, that should a change in the marketplace (i.e., market values, maturities, amortization rates, credit ratings, or other characteristics of securities or other instruments after purchase or because of other causes not due to volitional acts of the Investment Manager) cause the Account, or a segment of the Account to deviate from the Investment Guidelines, the Investment Manager shall promptly notify the Company in writing of the deviation from the Investment Guidelines along with the Investment Manager’s recommendation, which may include rebalancing the Account or segment of the Account to compliance with the Investment Guidelines, waiving the deviation, amending the Investment Guidelines, or such other actions as the Investment Manager may recommend, provide further, that unless the Company responds in writing to approve an alternative course of conduct, the Investment Manager shall take such appropriate actions to rebalance the Account or segment of the Account to compliance with the Investment Guidelines within a reasonable period of time. In the event that the Investment Manager acquires or establishes an investment or position that does not comply with the Investment Guidelines at the time of acquisition or establishment, the Investment Manager shall dispose of such security, or transfer such security in accordance with Section 19(d), within 10 business days of its knowledge of such non-compliance.

(c)It shall be the sole responsibility of the Company to ensure that the Investment Guidelines comply with any laws, rules, regulation or other restrictions binding upon the Company with respect to the assets of the Account, including, without limitation, ERISA, as applicable. Modifications to the Investment Guidelines may be made by the Company at any time and such modified Investment Guidelines shall be accepted and implemented by the Investment Manager.

(d)In accordance with the Investment Manager’s policies and procedures in effect from time to time, but subject to ERISA, as applicable, the Investment Manager and its agents are authorized, but shall not be required, to vote, tender or convert any securities in the Account; to execute waivers, consents and other instruments with respect to such securities; to endorse, transfer or deliver such securities or to consent to any class action, plan of reorganization, merger, combination, consolidation, liquidation or similar plan with reference to such securities; and the Investment Manager shall not incur any liability to the Company by reason of any exercise of, or failure to exercise, any such discretion in the absence of gross negligence.

(e)The Investment Manager may delegate any or all of its investment, advisory and other rights, powers, functions and obligations hereunder to one or more investment advisers (each, a “Sub-Advisor”), including its affiliates, with the written consent of the Company; provided, that any investment discretion shall be revocable by the Investment Manager and that the Investment Manager shall be as fully responsible to the Company for the acts and omissions of any Sub-Advisor as it is for its own acts and omissions.

3. Compensation; Expenses.

(a)The Company agrees to pay the Investment Manager or its designee a management fee (“Management Fee”) for the services provided pursuant to this Agreement, calculated and paid in accordance with Schedule 1 attached hereto.

(b)The Investment Manager shall pay all Sub-Advisors such asset-based fees and other remuneration (the “Sub-Advisor Fees”) out of the Management Fee. The Company shall not be responsible to reimburse the Investment Manager for any such Sub-Advisor Fees paid by the Investment Manager as the Investment Manager shall be solely responsible to pay any Sub-Advisor Fees.

(c)The Investment Manager will be responsible for all fees and expenses incurred by it in performing its obligations under this Agreement except, for the avoidance of doubt, Account Expenses, which shall be paid by the Company. For purposes of this Agreement, “Account Expenses” shall mean: (i) all reasonable brokerage fees, brokerage commissions and all other brokerage transaction costs, stock borrowing and lending fees, interest on cash balances, custodial fees, third party research, transaction and legal expenses, regulatory fees or taxes payable in respect of the Account, professional expenses (including, without limitation, fees in connection with the use of proxy voting services) and any other fees and expenses related to the trading and investment activity of the Account as determined by the Investment Manager (or any Sub-Advisor) in good faith; (ii) any taxes and filing fees paid by the Investment Manager on the Company’s behalf; (iii) any other fees or expenses of the Investment Manager or its affiliates which, in the reasonable determination of the Investment Manager, are incurred in connection with the structuring, negotiation, acquisition, disposition, maintenance, custody and/or management of the assets in the Account (including, without limitation, legal and professional fees and expenses, rating agency/Securities Valuation Office (“SVO”) fees and expenses, data/software license fees and expenses), and (iv) all reasonable allocable fees, expenses and disbursements of any Sub-Advisor which are transaction based and not duplicative of any services provided by the Investment Managers or agents, brokers, advisors or professionals engaged in any capacity by the Investment Manager.

4. Custodian.

(a)The assets of the Account shall be held by one or more custodians, trustees or securities intermediaries, in each case, duly appointed by the Company (each, a “Custodian”), in one or more accounts at each such Custodian pursuant to written custodial, trust or similar agreements between the Company and such Custodian (each, a “Custodial Agreement”). The Investment Manager may open new sub-accounts under any Custodial Agreement so approved

by the Company, and cause the assets of the Account to be held in such sub-accounts established with the applicable Custodian in accordance with such Custodial Agreement. The Investment Manager is authorized to give instructions to each Custodian, in writing or via electronic transmission, with respect to all investment decisions regarding the Account. Nothing contained herein shall be deemed to authorize the Investment Manager to take or receive physical possession of any of the assets for the Account, it being intended that sole responsibility for safekeeping thereof (in such investments as the Investment Manager may direct) and the consummation of all purchases, sales, deliveries and investments made pursuant to the Investment Manager’s direction shall rest upon the Custodians. The Custodians may be changed from time to time upon the written instructions of the Company.

(b)The Company shall instruct each Custodian to send to the Investment Manager duplicate copies of all Account statements given to the Company by the Custodian or provide electronic access to the Account. The Company acknowledges that it receives Account statements from each Custodian at least monthly.

5.Brokerage. The Company hereby delegates to the Investment Manager sole and exclusive authority to designate the brokers or dealers through whom all purchases and sales on behalf of the Account will be made. To the extent permitted by applicable law, such brokers or dealers may include affiliates of the Investment Manager. The Investment Manager will determine the rate or rates, if any, to be paid for brokerage services provided to the Account. In selecting brokers or dealers to effect transactions on behalf of the Account, the Investment Manager, subject to its overall duty to seek “best execution” of Account transactions, will have authority to and may consider the full range and quality of the brokerage and research services which the Investment Manager believes to be of value to the Account or generally to all of the accounts for which the Investment Manger provides investment advice. The Investment Manager will not be obligated to seek in advance competitive bidding for the most favorable commission rate applicable to any particular transaction for the Account or to select any broker- dealer on the basis of its purported posted commission rate. As long as the services or other products provided by a particular broker or dealer (whether directly or through a third party) qualify as “brokerage and research” services within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended (and relevant Securities and Exchange Commission (“SEC”) interpretations of that section) and the Investment Manager determines in good faith that the amount of commission charged by such broker or dealer is reasonable in relation to the value of such “brokerage and research services,” the Investment Manager may utilize the services of that broker or dealer to execute transactions for the Account on an agency basis even if (i) the Account would incur higher transaction costs than it would have incurred had another broker or dealer been used and (ii) the Account does not necessarily benefit from the research or products provided by that broker or dealer.

6. Limitation of Liability.

(a)The Investment Manager does not guarantee the performance of the Account or any specific level of performance, the success of any investment decision or strategy that the Investment Manager may use, or the success of the Investment Manager’s overall management of the Account. The Investment Manager does not provide any express or implied

warranty as to the performance or profitability of the Account or any part thereof or that any specific investment objectives will be successfully achieved. The Company understands that investment decisions made by the Investment Manager on behalf of the Account are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable.

(b)Neither the Investment Manager nor any of its employees, directors, agents, members, partners or affiliates (each, an “Investment Manager Party”) shall be liable to the Company for any error of judgment or mistake of law or for any losses, damages, claims, costs, actions, liabilities, suits, proceedings, settlements or expenses (including, in each case, reasonable attorney’s fees and disbursements) (each a “Loss”) suffered by the Company arising out of or in connection with any investment or for any act or omission made in good faith in the management of the Portfolio, except the Investment Manager shall be liable for a breach of the standard of care set forth in Article 1 hereto or for its willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder (in each case, as determined by a court of competent jurisdiction in a final non-appealable judgment), except as may otherwise be provided under applicable law. Under no circumstances shall the Investment Manager be liable for any special, incidental, exemplary, consequential, punitive, lost profits or indirect damages, even if the Investment Manager is advised of the possibility or likelihood of the same provided this limitation shall not apply to any Loss to the extent caused by the Investment Manager’s gross negligence, willful misconduct, fraud, bad faith, or breach of the standard of care set forth in Article 1 hereto, or, at any time that any assets of the Account constitute “plan assets” subject to ERISA, breach of fiduciary duty under ERISA, in respect of its obligations and duties under this Agreement with respect to the Account (in each case, as determined by a court of competent jurisdiction in a final non-appealable judgment), except as may otherwise be provided under applicable law, provided further, under no circumstances shall the Investment Manager be responsible for market performance or shall the Investment Manager be deemed to guarantee the performance of the Client’s portfolio.

(c)The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement will waive or limit any rights that the Company may have under those laws.

7. Termination.

(a)The terms and provisions of this Agreement shall apply to all transactions relating to the Account from the date of this Agreement and this Agreement shall continue in effect until terminated at the end of any quarter by 30 day written notice previously given by the Company or the Investment Manager to the other party specifying an effective date of cancellation which shall not exceed 90 days from the date of such notice.

(b)Notwithstanding the foregoing, the Company may terminate this Agreement immediately with written notice to the Investment Manager upon (i) a material breach of this Agreement by the Investment Manager, (ii) the insolvency or bankruptcy of the

Investment Manager or (iii) the inability of the Investment Manager to perform any duty under the Agreement because of regulatory restrictions or limitations.

(c)Upon receipt of a termination notice from the Company, or delivery of a termination notice by the Investment Manager, the Investment Manager shall, at the request of the Company, continue to perform its functions as manager under this Agreement, and shall be entitled to receive the requisite portion of any fees due (including Management Fees) until a successor manager has been appointed. The Investment Manager shall, on an ongoing basis, cooperate with the successor manager and provide whatever information is, and take whatever actions are, reasonably necessary to assist the successor manager in performing its obligations and duties hereunder, and the Company shall reimburse the Investment Manager for the reasonable costs and expenses of the Investment Manager in connection with any such actions.

8. Representations and Warranties.

(a)The Company agrees, represents, warrants, and covenants to the Investment Manager as follows as of the date hereof and as of each date on which the Investment Manager makes investments or takes action on behalf of the Company in accordance with this Agreement:

(i)the Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization;

(ii)the investments permitted under the Investment Guidelines with respect to the Account are of the types of investments in which the Company is permitted to invest, is authorized to invest in under its governing documents and applicable law;

(iii)the Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder;

(iv)this Agreement constitutes a binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law;

(v)the execution, delivery and performance of this Agreement by the Company do not violate (A) any law applicable to the Company, (B) any provision of the constituent documents of the Company, or (C) any agreement or instrument to which the Company is a party, except for such violations as would not have a material adverse effect on the ability of the Company to perform its obligations under this Agreement;

(vi)except for the approval of the Iowa Commissioner of Insurance (the “Commissioner”), which shall be required prior to the execution, delivery

and performance of this Agreement and any amendment hereto, no consent of any person, and no license, permit, approval or authorization of, exemption by, report to, or registration, filing or declaration with, any governmental authority is required by the Company in connection with the execution, delivery and performance of this Agreement other than those already obtained;

(vii)the Company is an insurance company within the meaning of Section 203(b)(2) of the Advisers Act;

(viii)the Company is a U.S. person within the meaning of Section 7701(a)(30) of the Code;

(ix)the Company hereby certifies that it is NOT a bank holding company as defined in Section 2(a) of the U.S. Bank Holding Company Act of 1956, as amended (the “BHC Act”), a non-bank subsidiary of such a bank holding company or an entity that is subject to the restrictions of the BHC Act pursuant to the International Banking Act of 1978;

(x)the Company is either (i) not an investment company (as that term is defined in the Investment Company Act of 1940, as amended) or (ii) excluded from the definition of investment company by reason of Section 3(c)(1), 3(c)(3) or Section 3(c)(7) of such Act;

(xi)the Company is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended; an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended; a “qualified eligible person” as defined in Regulation 4.7 of the Commodity Futures Trading Commission under the Commodity Exchange Act, as amended; and a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act, as amended;

(xii)the Company is an “Eligible Contract Participant” as defined under the Commodity Exchange Act, as amended;

(xiii)except where the Company has provided to the Investment Manager notice to the contrary at least five (5) days in advance of such occurrence, none of the assets contained in the Account are or will be “plan assets” subject to ERISA or to Section 4975 of the Code;

(xiv)the Company has received a copy of the Apollo Capital Management, L.P.’s (“ACM”) Form ADV Part 2A and Part 2B as required by Rule 204-3(b) of the Investment Advisers Act of 1940, as amended;

(xv)the Company has adopted appropriate anti-money laundering policies and procedures consistent with the applicable requirements of the USA PATRIOT Act, the Bank Secrecy Act, and any other applicable anti-money

laundering laws and regulations and will comply with all such regulations and policies;

(xvi)the Company agrees to provide the Investment Manager with a copy of such anti-money laundering policies from time to time, upon request;

(xvii)the Company agrees that it shall promptly notify the Investment Manager in writing if any representation or warranty set forth herein with respect to the Company ceases to be true and accurate and agrees to provide the Investment Manager with such information regarding the Company as may be reasonably requested by the Investment Manager in connection with making any investments pursuant to this Agreement;

(xviii)with respect to any time that any assets of the Account constitute “plan assets” subject to ERISA or Section 4975 of the Code, the Company (i) has determined that entering into this Agreement is consistent with the Company’s fiduciary responsibilities under ERISA, (ii) has determined that the arrangement for the services to be provided by the Investment Manager is reasonable and such services are appropriate and helpful to the Plans, all within the meaning of Section 408(b)(2) of ERISA and Section 4975 of the Code, and (iii) has timely received any disclosure required under Section 408(b)(2) of ERISA and the regulations thereunder; and

(xix)the Company agrees to provide the Investment Manager with copies of any derivative use plan or hedging guidelines applicable to the Account, as well as any amendments or supplements to the same.

(b)The Investment Manager represents and warrants to the Company, to the best of its knowledge and belief, as follows:

(i)the Investment Manager is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization;

(ii)the Investment Manager has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder;

(iii)this Agreement constitutes a binding obligation of the Investment Manager, enforceable against the Investment Manager in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law;

(iv)the execution, delivery and performance of this Agreement by the Investment Manager do not violate (A) any law applicable to the Investment Manager, (B) any provision of the articles of incorporation or by-laws of the Investment Manager, or (C) any agreement or instrument to which the Investment

Manager is a party, except for such violations as would not have a material adverse effect on the ability of the Investment Manager to perform its obligations under this Agreement;

(v)no consent of any person, and no license, permit, approval or authorization of, exemption by, report to, or registration, filing or declaration with, any governmental authority is required by the Investment Manager in connection with the execution, delivery and performance of this Agreement other than those already obtained;

(vi)with respect to any time that any assets of the Account constitute “plan assets” subject to ERISA or Section 4975 of the Code, the Investment Manager (i) shall not be prohibited from acting as a fiduciary to any Plan under Section 411 of ERISA, and (ii) shall have obtained, and shall maintain in full force and effect, any bond required by Section 412 of ERISA;

(vii)the Investment Manager is registered as an investment advisor with the SEC relying on ACM's investment adviser registration with the SEC, such registration to the best of the Investment Manager’s knowledge and belief following due inquiry and investigation is in compliance with all material applicable laws and regulations, and the Investment Manager will provide the Company with written notice promptly upon the occurrence of any event that would result in such registration becoming (i) ineffective or (ii) non-compliant with any applicable law or regulation which would have a materially adverse effect on the Investment Manager’s ability to perform its duties under this Agreement;

(viii)there are no threatened or pending regulatory or legal proceedings or investigations against the Investment Manager or any agent or Sub-Advisor engaged by the Investment Manager in connection with this Agreement or which might materially affect directly or indirectly the Investment Manager or any agent or Sub-Advisor’s ability to perform their duties under this Agreement, and the Investment Manager is not in violation of any applicable statutes, regulations or laws that would have a materially adverse effect on the Investment Manager’s ability to perform its duties under this Agreement;

(ix)the Investment Manager has not been subject to any legal or regulatory action, proceeding, claim, investigation or allegation involving fraud, misrepresentation or violation of any securities laws, rules or regulations; and

(x)the Investment Manager is an investment adviser within the meaning of the Investment Advisors Act.

9.Derivative Transactions. The Company hereby authorizes the Investment Manager to enter into, in the name, and on behalf, of the Company, such over the counter, exchange traded and other derivative transactions with respect to the Account (including

executing any and all contracts or agreements related thereto) as are permitted under the Investment Guidelines and any derivative use plan or hedging guidelines applicable to the Account (each such transaction, a “Derivative Transaction”) and any such Derivative Transaction shall be the liability of the Company. The Company shall use commercially reasonable efforts to assist the Investment Manager with such Derivative Transactions.

10.Notices; Consents. All notices, consent requests, demands and other communications hereunder must be in writing (which may include electronic correspondence complying with Section 10(c) below) and shall be deemed to have been duly given if delivered by hand, facsimile, e-mail, or mailed by first class, registered mail, return receipt requested, postage and registry fees prepaid and addressed as follows:

(a)If to the Company:

Aviva Life and Annuity Company 7700 Mills Civic Parkway

West Des Moines, IA 50266-3862 Attention: Richard C. Cohan, Jr. Telephone: (515) 342-4588

Facsimile: (877) 522-2003

Email: Rich.Cohan@avivausa.com

(b)If to the Investment Manager:

Athene Asset Management LLC 841 Apollo Street, Suite 150

El Segundo, CA 90245 Attention: Legal Department Telephone: (310) 698-4481

Facsimile: (310) 698-4492 Email: legal@athene.com

Addresses may be changed by notice in writing signed by the addressee.

(c)Electronic Correspondence. Notices, consent requests, demands and other communications hereunder shall be deemed to be in writing if they are provided by means of electronic correspondence from an authorized person.

11.No Assignment. This Agreement may not be assigned by any party to this Agreement without the prior written consent of the other parties hereto. For purposes of the preceding sentence, the term “assign” shall have the meaning given the term “assignment” in Section 202(a)(1) of the Advisers Act and Rule 202(a)(1)-1 thereunder. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding on the parties hereto and their successors and permitted assigns, in each case provided that such successor or assignee agrees to be bound by the terms and conditions of this Agreement.

12.Governing Law. To the extent consistent with any mandatorily applicable federal law, this Agreement shall be governed by the laws of the State of Iowa without giving

effect to any principles of conflicts of law thereof that would permit or require the application of the law of another jurisdiction and are not mandatorily applicable by law, and the Iowa District Court in and for Polk County, Iowa shall have jurisdiction over the subject matter and shall be the appropriate venue or the resolution of any dispute arising under this Agreement.

13.Waiver of Jury Trial. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. Each party hereby (i) certifies that no representative, agent or attorney of the other has represented, expressly or otherwise, that the other would not, in the event of a proceeding, seek to enforce the forgoing waiver and (ii) acknowledges that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this paragraph.

14.Right to Audit. The Company and its representatives shall have the right, at the Company’s own expense, to conduct an audit of the relevant books, records and accounts of the Investment Manager related to the Account during normal business hours upon giving reasonable notice of their intent to conduct such an audit. In the event of such audit, the Investment Manager shall comply with the reasonable requests of the Company and its representatives and provide access to all books, records and accounts necessary to the audit and the Company shall reimburse the Investment Manager for its reasonable costs and expenses in connection with such audit.

15.Books and Records. The Investment Manager shall keep and maintain books and records wherein shall be recorded the business transacted by it on behalf of, in the name of, or on account of the Company in respect of the Account.

16.Reports. The Investment Manager shall furnish the Company (a) monthly holdings and trade reports, (b) quarterly compliance reports relating to the Account and (c) other such reports relating to the Account as the Company shall from time to time reasonably require and in such timeframes as agreed upon by the Parties.

17.Force Majeure. No party to this Agreement shall be liable for damages resulting from delayed or defective performance when such delays arise out of causes beyond the control and without the fault or gross negligence of the offending party. Such causes may include, but are not restricted to, acts of God or of the public enemy, terrorism, acts of the state in its sovereign capacity, fires, floods, earthquakes, power failure, disabling strikes, epidemics, quarantine restrictions and freight embargoes.

18.Non-Exclusive Dealings with and by Investment Manager Parties; Conflicts of Interest.

(a)Although nothing herein shall require the Investment Manager to devote its full time or any material portion of its time to the performance of its duties and obligations under this Agreement, the Investment Manager shall devote such of its time and activity (and

the time and activity of its employees) during normal business days and hours as it shall reasonably determine to be necessary for the Account to achieve its investment objective(s); provided, however, that nothing contained in this Section 19(a) shall preclude the Investment Manager Parties from acting, consistent with the foregoing, either individually or as a member, partner, shareholder, principal, director, trustee, officer, official, employee or agent of any entity, in connection with any type of enterprise (whether or not for profit), regardless of whether the Company, the Account or any Investment Manager Party has dealings with or invests in such enterprise.

(b)The Company understands that the Investment Manager will continue to furnish investment management and advisory services to others, and that the Investment Manager shall be at all times free, in its discretion, to make recommendations to others which may be the same as, or may be different from those made to the Account. The Company further understands that the Investment Manager Parties may or may not have an interest in the securities whose purchase and sale the Investment Manager may recommend. Actions with respect to securities of the same kind may be the same as or different from the action which the Investment Manager Parties or other investors may take with respect thereto. Furthermore, the Company understands and agrees that each Investment Manager Party shall have the right to engage, directly or indirectly, in the same or similar business activities or lines of business as the Investment Manager and any other Investment Manager Party and no knowledge or expertise of any Investment Manager Parties or any opportunities available to such Investment Manager Parties shall be imputed to the Investment Manager or any other Investment Manager Parties.

(c)The Company agrees that the Investment Manager may refrain from offering or rendering any advice or services concerning securities of companies of which any of the Investment Manager Parties are directors or officers, or companies as to which the Investment Manager Parties have any substantial economic or voting interest or possesses material non-public information, unless the Investment Manager either determines in good faith that it may appropriately do so without disclosing such conflict to the Company or discloses such conflict to the Company prior to rendering such advice or services with respect to the Account.

(d)From time to time, when determined by the Investment Manager to be in the best interest of the Company, the Account may purchase securities from or sell securities to another account (including, without limitation, public or private collective investment vehicles) managed, maintained or trusteed by the Investment Manager or an affiliate at prevailing market levels in accordance with applicable law, and utilizing such pricing methodology determined to be fair and equitable to the Company in the Investment Manager’s reasonable judgment and as prescribed by the Investment Manager’s valuation and pricing policies and procedures.

(e)Consistent with applicable law, the Company hereby authorizes the Investment Manager to effect securities transactions on behalf of the Account with its affiliated

broker-dealers, and understands that such affiliated broker-dealers may retain commissions in connection with effecting any transactions for the Account. The Investment Manager and any affiliated broker-dealers are also hereby authorized, consistent with applicable law, by the

Company to execute agency cross transactions on behalf of the Account. Agency cross transactions may facilitate a purchase or sale of a block of securities for the Account at a predetermined price and may avoid unfavorable price movements or higher transaction costs which might otherwise be suffered if the purchase or sale order were exposed to the market. However, the Investment Manager and its affiliated broker-dealers may receive commissions from, and therefore may have a potentially conflicting division of loyalties and responsibilities regarding, both parties to an agency cross transaction. The Company understands that this authority given to the Investment Manager to effect agency cross transactions for the Company is terminable at will without penalty, effective upon receipt by the Investment Manager of written notice from the Company.

19.Aggregation and Allocation of Orders. The Company acknowledges that circumstances may arise under which the Investment Manager determines that, while it would be both desirable and suitable that a particular security or other investment be purchased or sold for the account of more than one of the Investment Manager’s clients’ accounts, there is a limited supply or demand for the security or other investment. Under such circumstances, the Company acknowledges that, while the Investment Manager will seek to allocate the opportunity to purchase or sell that security or other investment among those accounts on a fair and equitable basis, the Investment Manager shall not be required to assure equality of treatment among all of its clients (including that the opportunity to purchase or sell that security or other investment will be proportionally allocated among those clients according to any particular or predetermined standards or criteria). Where, because of prevailing market conditions, it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Account, the Investment Manager may average the various prices and charge or credit the Account with the average price.

20.Investment Manager Independent. For all purposes of this Agreement, the Investment Manager shall be deemed to be an independent contractor and shall have no authority to act for, bind or represent the Company or the Company’s shareholders in any way, except as expressly provided herein, and shall not otherwise be deemed to be an agent of the Company. Nothing contained herein shall create or constitute the Investment Manager and the Company as a member of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, nor shall anything contained herein be deemed to confer on any of them any express, implied, or apparent authority to incur any obligation or liability on behalf of any other person, except as expressly provided herein.

21.Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement. There are no understandings between the parties with respect to the subject matter of this Agreement other than as expressed herein.

22.Severability. To the extent this Agreement may be in conflict with any applicable law or regulation, this Agreement shall be construed to the greatest extent practicable in a manner consistent with such law or regulation. The invalidity or illegality of any provision

of this Agreement shall not be deemed to affect the validity or legality of any other provision of this Agreement.

23.Counterparts; Amendment. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may not be modified or amended, except by an instrument in writing approved by the Commissioner and signed by the party to be bound or as may otherwise be provided for herein.

(Signatures to follow.)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date and year first above written.

PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMlSSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADlNG PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.

AVIVA LIFE AND ANNUITY

COMPANY

/s/ Richard Cohan

Name: Richard Cohan

Title: EVP and General Counsel

ATHENE ASSET MANAGEMENT LLC

Name: James R. Belardi

Title: Chief Executive Officer

Signc,ture Page -ALAC Investment Management Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date and year first above written.

PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.

AVIVA LIFE AND ANNUITY

COMPANY

Name: Richard Cohan

Title: EVP and General Counsel

ATHENE ASSET MANAGEMENT LLC

/s/ James R. Belardi

Name: James R. Belardi

Title: Chief Executive Officer

Signature Page - ALAC Investment Management Agreement

Schedule 1

Management Fee Schedule

1. Management Fee. In consideration of the services performed under the Agreement, the Company shall pay the Investment Manager a management fee (the “Management Fee”) equal to 0.30% per annum of the month-end net asset value of the Account, calculated and paid monthly in arrears. The Investment Manager and the Company may agree to calculate the net asset value of the Account for purposes of the Management Fee based on the Company’s accounting policies and procedures governing the Company’s financial statements. For certain assets, the Company may approve asset values for purposes of its financial statements that are as of a date or dates prior to the “as of date” on which the Management Fee is calculated. In these cases, the Company and the Investment Manager may agree to calculate the Management Fee using some or all of these asset values as of the most recently available asset values.

If the Agreement is executed or terminated other than at the beginning or end of a calendar month, respectively, then the Management Fee shall be pro-rated accordingly.

For the avoidance of doubt, the Management Fee shall accrue separately for any sub-account designated by the Company where the Company requires the Management Fee to be invoiced separately.

2. Valuation. The assets of the Account shall be priced in accordance with the Investment Manager’s valuation policies. The parties agree to negotiate in good faith as to any objections raised by the Company about the valuation of assets in the Account for purposes of determining the Management Fees. Notwithstanding the foregoing, with respect to any time that any assets of the Account constitute “plan assets” subject to ERISA or Section 4975 of the Code, the Investment Manager shall not exercise any discretion in the valuation of the assets of the Account.

3. Payment of Fees. Any fee payable by the Company hereunder will be paid by Company within 10 Business Days following receipt by the Company of an invoice for such fee, detailing the calculation of such fee. Upon termination of the Agreement, any accrued or outstanding Management Fee shall become immediately payable by the Company.

4. Sub-Advisor Fees. For the avoidance of doubt, the Management Fee includes any and all asset-based Sub-Advisor Fees and the Company shall not be responsible to pay any Sub- Advisor Fees or reimburse the Investment Manager for any Sub-Advisor Fees paid by the Investment Manager in relation to the Account.

Sch. 1-1

EX-10.7.2

Exhibit 10.7.2

AMENDMENT ONE

TO

INVESTMENT MANAGEMENT AGREEMENT

This AMENDMENT ONE TO INVESTMENT MANAGEMENT

AGREEMENT (this "Amendment"), by and between Athene Annuity and Life Company (f/k/a Aviva Life and Annuity Company) (the "Company") and Athene Asset Management,

L.P.(f/k/a Athene Asset Management LLC) ("AAM"), is effective as of November 1, 2015, and amends that certain Investment Management Agreement, dated as of October 2, 2013 (as amended, modified or supplemented from time to time, the "Agreement"), by and between the Company and AAM. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

WHEREAS, Schedule 1 of the Agreement sets forth the terms upon which the assets of the Account shall be valued; and

WHEREAS, the parties desire to amend Schedule 1 of the Agreement in order to amend the terms upon which the assets of the Account are valued.

NOW, THEREFORE, in consideration of the mutual promises and agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.    Amendment to Schedule 1 of the Agreement.

(a)The first paragraph of Section 1 (Management Fee) on Schedule 1 of the Agreement is hereby deleted and replaced in its entirety with the following paragraph:

''In consideration of the services performed under the Agreement, the Company shall pay the Investment Manager a management fee (the "Management Fee") equal to 0.30% per annum of the month-end net asset value of the Account, calculated by the Investment Manager using the valuations determined in accordance with Section 2 below and paid monthly in arrears."

(b) Section 2 (Valuation) on Schedule 1 shall be amended as follows:

a. The existing paragraph of Section 2 on Schedule 1 shall be amended to add an "a." immediately before such paragraph;

b. The following paragraph "b" shall be added after paragraph "a" of Section 2 (Valuation) on Schedule 1 of the Agreement:

"(b) Notwithstanding paragraph (a) of this Section 2 above, upon written notice by Company to the Investment Manager (and until such time as the parties may agree in writing that paragraph (a) of this Agreement should apply), (i) the Company shall be responsible for the valuation of the assets of the Account in accordance with Athene Holding Ltd.'s valuation policies and procedures, which policies and procedures shall have been provided to Investment Manager, (ii) the Company shall ensure such valuation is provided to Investment Manager no less frequently than on a monthly basis, (iii) the Investment Manager may raise objections to the valuation of the assets in the Account (including without limitation, the methodologies used for determining such valuations) solely for

Exhibit 10.7.2

purposes of determining the Management Fees and (iv) the parties shall negotiate in good faith to promptly resolve any such objections."

2.    Full Force and Effect. Except as specifically modified or amended by the terms of this Amendment, the Agreement and all provisions contained therein are, and shall continue, in full force and effect and are hereby ratified and confirmed.

3.    Counterparts. This Amendment may be executed in any number of separate counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

4.    Miscellaneous. This Amendment shall be binding upon the parties and their respective successors and assigns. This Amendment shall be governed by, and construed and enforced in accordance with, the laws in effect in the State of Iowa. This Amendment shall be deemed to be attached to, amend and become a part of the Agreement and the tenns of the Agreement shall be amended, supplemented or modified by the terms of this Amendment as applicable.

*    *    *    *    *

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective on the date first above written.

ATHENE ANNUITY AND LIFE COMPANY

By: /s/ Guy Hudson Smith, III

Name: Guy Hudson Smith, III

Title: President

ATHENE ASSET MANAGEMENT, L.P.

By: AAM GP Ltd., its General Partner

By: /s/ James R. Belardi

Name: James R. Belardi

Title: Chief Executive Officer

EX-21.1

Exhibit 21

Subsidiaries of the Registrant

Subsidiary	Jurisdiction of incorporation
Athene Annuity & Life Assurance Company of New York	New York
Structured Annuity Reinsurance Company	Iowa
Athene Securities, LLC	Indiana
Centralife Annuities Service, Inc.	Arizona
Athene Re USA IV, Inc.	Vermont
AREI (CBP), LLC	Iowa
AREI (Norwood-TX), LLC	Iowa
AREI (US Forest-WY), LLC	Iowa
AREI (BLM-NV), LLC	Iowa
AREI (Interpark), LLC	Iowa
Athene Life Insurance Company of New York	New York
AAIA RML, LLC	Iowa
AAIA RML 3526 Massey Ford, LLC	Iowa

EX-23.1

Exhibit 23.1

EVERSHEDS SUTHERLAND (US) LLP

STEPHEN E. ROTH

DIRECT LINE: 202.383.0158

E-mail: steveroth@eversheds-sutherland.com

CONSENT OF EVERSHEDS SUTHERLAND (US) LLP

We hereby consent to the reference to our name under the caption “Legal Matters” in the Prospectus filed as part of Pre-Effective Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-225544) for Athene® Amplify issued by Athene Annuity and Life Company. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

EVERSHEDS SUTHERLAND (US) LLP

By:        /s/ Stephen E. Roth            

Stephen E. Roth

Washington, D.C.

April 1, 2019

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the use in this Registration Statement on Form S-1 of Athene Annuity and Life Companyof our report dated April 1, 2019relating to the statutory-basis financial statements ofAthene Annuity and Life Company, which appears in this Registration Statement. We also consent to the reference to us under the heading “Independent Auditors” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Des Moines, IA
April 1, 2019

EX-24.2

Exhibit 24.2

POWER OF ATTORNEY

Athene Annuity and Life Company

I hereby constitute and appoint Blaine T. Doerrfeld or Christian G. Jefferson as my true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for me and in my name, place and stead, in any and all capacities, to sign any and all documents to be filed under the registration statement for the Athen®e Amplify Single Purchase Payment Index-Linked Deferred Annuity Contract (File No. 333-xxxxx ), or such other name as may be used for such index-linked deferred annuity contract, to be filed with the Securities and Exchange Commission by Athene Annuity and Life Company pursuant to the Securities Act of 1933, as amended, by means of the Securities and Exchange Commission's electronic disclosure system known as EDGAR or otherwise, and to file any amendments thereto and all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to sign and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as could be done in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any substitute thereof, may lawfully do or cause to be done by virtue of this power of attorney.

Signature                    Title                Date

/s/ Mitra Hormozi                Director            March 7, 2019

Mitra Hormozi